Together,
we create
sustainable
living
GENUIT GROUP PLC
ANNUAL REPORT & ACCOUNTS 2025
At Genuit Group, we help create
a better, more sustainable built
environment by developing and
producing sustainable solutions
for the key challenges faced in
water, climate and ventilation
management.
Strategic Report
2
Highlights
3
Investment case
4
Genuit at a glance
6
Chair’s Statement
10
Chief Executive Officer’s Review
16
Business model
17
Business Unit reviews
24
Key Performance Indicators
26
Chief Financial Officer’s Report
32
Sustainability
46
Task Force on Climate-Related Financial
Disclosures
59
Genuit Business System
63
Health, Safety and Environment
65
People and Culture
76
Engaging with our stakeholders
82
Section 172 statement
86
Non-Financial and sustainability statement
87
Principal Risks and Uncertainties
Governance
96
Governance at a glance
98
Chair’s introduction to governance
100
Directors and Officers
102
Corporate Governance Report
117
Nomination Committee Report
123
Risk Committee Report
129
Audit Committee Report
137
Directors’ Report
141
Directors’ Responsibilities Statement
Remuneration
143
Letter from the Chair of the Remuneration
Committee
146
Remuneration at a glance
147
Remuneration Policy
157
Annual Report on Remuneration
Financial Statements
170
Independent Auditor’s Report
179 Group Income Statement
180
Group Statement of Comprehensive Income
181
Group Balance Sheet
182
Group Statement of Changes in Equity
183 Group Cash Flow Statement
184
Notes to the Group Financial Statements
213
Directors’ Responsibilities Statement
214
Company Balance Sheet
215
Company Statement of Changes in Equity
216
Company Cash Flow Statement
217
Notes to the Company Financial Statements
222 Five-year summary
Shareholder Information
223
Shareholder Information
Contents
Introduction
Sustainability – page 32
CEO’s Review – page 10
Strategy – page 4
Together
We leverage the collective strength of our
Group by collaborating across teams,
brands and businesses to achieve optimal
outcomes. By drawing on our shared
expertise, we provide high-quality results
for our customers.
To achieve this, we must deepen our
understanding of our customers, recognising
their current requirements and anticipating
their future needs. This includes developing
products and services that enable their
success, such as solutions that advance
their low-carbon ambitions, whilst creating
new opportunities for growth.
For our partners, this involves understanding
their priorities and meeting them
consistently, ensuring that they choose
to work with us, remain engaged and
contribute to the expansion of our market
presence over the long term, strengthening
our position within the industry.
Create
We’re committed to innovation that
advances sustainability across the
built environment.
Our objective is not merely to follow
market developments but instead provide
sector leadership. We aim to establish
the benchmark for sustainable solutions
that transform the built environment.
Every concept, product and partnership
begins with a focus on delivering improved
outcomes and solutions that address
real climate-related challenges.
By embedding creativity and ingenuity
into our activities, we’re driving progress
for our customers, our industry and the
communities we serve.
Sustainable living
Sustainable living is a complex and
evolving challenge, yet it remains central
to our purpose. At its core, it reflects our
commitment to developing solutions that
enhance quality of life whilst ensuring that
the places in which people live, work, learn
and play are resilient and able to adapt to
the accelerating impacts of climate change.
To achieve this, we focus on three critical
elements:
The buildings that shape
the built environment
The impact that those places
have on our planet
The way we live as weather patterns shift
and extremes become the norm
The world is becoming hotter and wetter,
and extreme weather events such as flash
floods, wildfires and hurricanes are occurring
with increasing frequency.
This represents a clear and urgent challenge;
designing and delivering homes, workplaces
and infrastructure that not only minimises
environmental impact but also enables
communities to adapt and thrive.
For us, sustainability is not optional, it is
fundamental. It drives innovation, informs
decision-making and positions us to lead
the way on delivering resilient, future-ready
solutions across the built environment.
Collaborating within
the Group and with
our valued customers
and partners
Making people’s
lives better by future-
proofing places to
help mitigate and
adapt to the effects
of climate change
Together,
we create
sustainable
living
A purpose-led business
Strategic Report
1
Innovating to
actively make the built
environment a more
sustainable place
FINANCIAL HIGHLIGHTS
NON-FINANCIAL HIGHLIGHTS
Financial KPIs – page 25
Non-Financial KPIs – page 24
REVENUE
£602.1m
+7.3%
2025
602.1
2024
2023
2022
561.3
586.5
622.2
UNDERLYING OPERATING MARGIN
15.7%
-70 bps
2025
2024
2023
2022
15.7
16.4
16.0
15.8
UNDERLYING OPERATING PROFIT
£94.4m
+2.4%
2025
2024
2023
2022
92.2
94.1
98.2
94.4
DIVIDEND PER SHARE
12.9p
+3.2%
12.9
2025
2024
2023
2022
12.4
12.3
12.5
ELECTRICITY SOURCED FROM
RENEWABLE SOURCES
98.7%
+240 bps
96.3
90.7
91.0
2025
2024
2023
2022
98.7
NET DEBT
£208.1m
+61.1%
2025
2024
2023
2022
208.1
129.2
149.3
166.2
USE OF RECYCLED POLYMERS
50.6%
2
-140 bps
49.2
48.7
52.0
2025
2024
2023
2022
50.6
PROFIT BEFORE TAX
£58.2m
+25.7%
2025
2024
2023
2022
46.3
48.4
45.4
58.2
SCOPES 1, 2 & 3:
CATEGORY 1 CARBON
-9.9%
-340 bps
2025
2024
2023
2022
-9.9
-6.5
-33.0
9.6
CARBON INTENSITY
0.105tCO
2
e/t
0.105
2025
2024
2023
2022
0.124
0.140
0.136
UNDERLYING OPERATING CASH
CONVERSION
1
102.0%
-560 bps
2025
2024
2023
2022
102.0
107.6
103.6
84.0
THE 5% CLUB
18.9%
+40 bps
18.9
2025
2024
2023
2022
18.5
3.5
8.2
CASH GENERATED
FROM OPERATIONS
£114.1m
-1.2%
114.1
2025
2024
2023
2022
109.7
93.9
115.5
VITALITY INDEX
2
16.4%
-160 bps
18.0
21.5
24.7
2025
2024
2023
2022
16.4
1
Prior periods restated to a pre-capex and lease
payments basis. The Group believes that this is a
more appropriate measure of cash conversion
as it demonstrates the Group’s working capital
efficiency before capital investment, and allows
for alignment with the Group’s strategic
investment profile in the medium term. It is
defined as cash generated from operations
adjusted for non-underlying cash items, divided
by underlying EBITDA.
2
Excludes current year acquisitions.
Strategic Report
2
Highlights
1
Operating in built environment sectors with
inherent sustainability-linked growth drivers
– Operating in a sector with high levels of sustainability
driven growth
– Helping customers to mitigate climate change
and adapt to its effects
– Changing regulations provide regulatory tailwinds
2-4%
through-cycle outperformance
of the UK construction market
4
Significant margin
expansion potential
– Clear pathway to improve operating margin, through:
– Business simplification
– Genuit Business System
(
GBS
)
driving operational
efficiency
– Operating leverage as volumes normalise
– Driving improvement in return on invested capital
>20%
operating margin target
2
Differentiated, innovative, low-carbon
building products and solutions
– Meeting customers’ evolving needs and helping them
to deliver their sustainability targets
– Moving up the value chain by building end-to-end
solutions with better cost of ownership
– Being the leader in the use of recyclate amongst
our European peers
-30%
reduction in scopes 1 & 2 emissions
by 2027
net-zero by 2050
5
Opportunity to expand solution offering
through strategic acquisitions
– Complementing organic growth with value accretive
bolt-on acquisitions
– Successful mergers and acquisitions
(
M&A
)
track
record, reinforced by adoption and implementation
of GBS approach
>20%
return on invested capital target
3
Leading positions across diverse
markets, with strong brand recognition
– A trusted partner for customers, providing a range
of products and integrated solutions
– Number one or two in key market segments, with
scope to take further share
£3bn
c.20% share of a £3bn UK served
addressable market
6
Highly cash-generative business model,
with effective capital allocation
– Successful track record of cash generation
– Progressive dividend policy, based on dividend cover
of 2.0x or greater over the business cycle
>90%
cash conversion target
Delivering compound earnings growth through sustainability-driven
growth markets, margin expansion and effective capital allocation.
Strategic Report
3
Investment case
Growth
We combine innovation and commercial
excellence, enabling us to consistently
outperform our markets.
We focus on higher-growth, sustainability-
linked market segments supported by
structural demand. Growth is delivered
through a strong organic pipeline, alongside
a disciplined, value-led approach to M&A that
strengthens our portfolio and enhances scale.
Sustainability
We continually improve the sustainability
of our operations to be the lowest-carbon
choice for our customers.
We provide solutions that help the built
environment adapt to climate change and
are committed to being the lowest-carbon
supplier of choice, reducing our own impact
whilst enabling lower-impact outcomes for
our customers.
Genuit Business System
We create value through lean transformation
and operational excellence.
We use the Genuit Business System (GBS)
to drive operational effectiveness across
the Group. Rooted in lean principles, GBS
enables us to operate more efficiently
and productively, supporting the delivery
of our purpose and strategy while creating
value for customers and stakeholders.
People and Culture
We create value and enable growth through
the capability, expertise and development
of our employees.
We know that our people underpin our
success. By investing in capability, living our
Trademark Behaviours and combining local
entrepreneurialism with the benefits of scale,
we foster an inclusive, collaborative, high-
performance culture.
We work together
– by understanding and respecting our unique
differences
– through collaborating and supporting, to achieve more
– by recognising the efforts and contributions of others
We take ownership
– always acting with health, safety and wellbeing in mind
– by striving for excellence in what we do
– through our commitment to doing the right thing
We find a better way
– through using our voice and actively listening
– by positively challenging the way we do things
– by seeking the right solution
...and guided
by our Trademark
Behaviours...
Together,
we create
sustainable living
Our purpose is delivered through our
Sustainable Solutions for Growth strategy...
Strategic Report
4
Genuit at a glance
30%
35%
28%
26%
11%
28%
41%
1%
Revenue split
by Business Unit
Revenue split
by market
UK New Build
UK RMI
UK Non-Housing*
International
Other
CMS
WMS
SBS
Revenue breakdown
Business Units
Climate
Management
Solutions
Addressing the need for clean,
healthy air and low-carbon
heating and cooling
Water
Management
Solutions
Enabling climate adaptation
and resilience through
integrated surface water
and drainage solutions
Sustainable
Building
Solutions
Providing a range of solutions
to reduce the carbon content of
the built environment and assist
construction labour efficiency
Revenue
£178.9m
Revenue
£169.5m
Revenue
£246.8m
Underlying operating margin
13.6%
Underlying operating margin
5.7%
Underlying operating margin
24.3%
...creating a clear pathway to deliver value.
*
UK Non-Housing primarily consists of commercial,
infrastructure, and public non-housing expenditure.
Strategic Report
5
12.9
Total dividend for the year
(pence per share)
18.9%
UK employees in Earn
and Learn programmes
Solid progress towards
medium-term
targets
Kevin Boyd
Chair
Strategic Report
6
Chair’s Statement
Introduction
2025 was a year of challenge and
opportunity as we navigated a sustained
downturn in our markets, with external
factors continuing to impact consumer
confidence. Despite these challenges, the
Group delivered a solid performance for
the year, highlighting the resilience of the
Group’s business model and Sustainable
Solutions for Growth strategy, alongside
our unwavering commitment to creating
sustainable living. The hard work, loyalty
and dedication of our colleagues across the
Group has been instrumental in driving our
performance, and my thanks go to all of our
colleagues for their contribution in driving
our progress in 2025.
The sustainable solutions we offer enable
us to navigate the ongoing complex external
environment effectively, positioning ourselves
for future success. We continue to develop
our product portfolio, which is centred around
providing the built environment with
sustainable products and solutions to help
mitigate and manage the consequences of
climate change. To support these strategic
objectives, we have taken the decision to
restructure the existing three Business Units
into two Divisions: Water and Climate. We
believe that this restructure better leverages
the opportunities in each of these segments
as the Group continues to grow.
Our Genuit Business System is a key enabler
of our strategic objectives, and we have
continued to roll out and embed the
principles and tools of lean management
across our businesses to drive growth, realise
synergies, create value and minimise waste.
Employees at various levels have been
trained in these principles and tools during
the year, which has helped us to standardise
our processes and share best practice
amongst our businesses.
We also continued to focus on inorganic as
well as organic growth, and I am delighted
to welcome our new colleagues from
Monodraught and the Davidson group of
companies, following the acquisitions in
August and September.
Performance and results
During the year, the Group performed well,
despite challenging market conditions.
The Group continued to focus on business
simplification and operational efficiencies,
and this proactive approach resulted in
full-year underlying operating profit being
in line with our expectations. Group revenue
was 7.3% higher than prior year, at £602.1m
(
2024: £561.3m
)
. Underlying operating profit
was £94.4m
(
2024: £92.2m
)
, representing a
margin of 15.7%
(
2024: 16.4%
)
. Underlying
earnings per share for the year was 26.0
pence
(
2024: 24.6 pence
)
. This resilient
performance, given the challenging market
backdrop, is the result of the hard work and
dedication of all of our colleagues around
the Group. You can read more about our 2025
financial performance in our Chief Financial
Officer’s report on page 26 and find further
detail on our strategic progress in our Chief
Executive Officer’s report on page 10.
As we navigate through an era of environmental
challenges, taking action and bringing our purpose to
life has never been more vital. Sustainability remains at
the heart of our Group strategy, ensuring our products
and services help the built environment to mitigate and
adapt to the impacts of climate change, whilst providing
sustainable solutions to solve the challenges our
customers face.
Strategic Report
7
“We look forward to
ctinuing to build
our aievements.”
People and Culture
Our performance during the year would
not be possible without the dedication and
commitment of our employees, and we
continue to encourage our leadership teams
across the Group to promote our established
Trademark Behaviours of we work together,
take ownership and find a better way.
The recruitment of our Chief People Officer,
Edel Conway, in January 2025 and our
Climate Management Solutions Managing
Director, Lee Mellor, in December 2024 brings
the Executive Leadership Team up to full
complement, and has been a driver of the
ongoing success of our people and culture
strategy. We will continue to support the
delivery of this strategy in 2026. Developing
and building talent, along with a robust
succession pipeline, is key to our continued
success and to making Genuit a great place
to work. As we continue to grow, it is more
important than ever that we drive the right
culture and behaviours from the top.
The Board monitors Group culture closely
and engages regularly with employees, both
formally and informally, to gauge how well
our culture is embedded. This is particularly
important as we continue to bring new
colleagues into the Group, to ensure that they
feel welcomed and understand the culture
and behaviours we promote. More details on
employee engagement are included in our
People and Culture section on pages 65 to 75
and the Governance Report on page 107.
Board changes
I am delighted to welcome Britta Giesen to
our Board as a Non-Executive Director. Britta
joined our Board in October 2025 and brings
a wealth of international and commercial
experience, as well as Environmental, Social
and Governance
(
ESG
)
knowledge to the
Board. Louise Brooke-Smith stepped down as
a Non-Executive Director in September 2025,
following completion of her six-year term,
and I would like to thank her for her support,
commitment and contribution during
her tenure.
Health, safety and wellbeing
We believe that the workplace we provide
should be safe for everyone who works in
or visits it, and that the teams within our
workplaces should be open and inclusive.
Health and safety remains a key priority and
was discussed at each Board meeting held
during the year, setting the tone from the top.
Our Group Health, Safety and Environmental
(
HSE
)
Director also attended two Board
meetings to provide detailed updates on
HSE performance, progress with the Genuit
Blue HSE Audit programme and initiatives
planned or underway to improve the safety,
health, physical and mental wellbeing of our
employees. The Board also took part in site
tours at each operational site where a Board
meeting was held, allowing first-hand
visibility of health and safety standards and
the ability to interact with colleagues to
understand any concerns they might have.
We look forward to continuing to build on
our achievements and to strive for high
standards in workplace wellbeing and safety.
Further detail about some of the activities in
the year can be found in our Health, Safety
and Environment Report on pages 63 to 64.
Strategic Report
8
Chair’s Statement continued
Sustainability
Sustainability is a key driver of our
strategy, and we continue to work towards
achieving the ambitious targets to which we
have committed. Overall, we made strong
progress towards achieving our stretching
sustainability targets, as outlined on pages
34 and 40 of the Strategic Report. We
continued to engage with key stakeholders
on our progress in this area and to look for
opportunities to enhance our sustainability
credentials within our products, supply
chain and workplace.
We remain committed to the principles
of the circular economy and to prioritising
reductions in embedded carbon alongside
the use of recycled materials. During the
year, we continued to make progress
towards our net-zero targets, as approved
by the Science Based Targets initiative
(
SBTi
)
, and we continue to lead the sector
in our use of recycled polymer and to be
the lowest carbon supplier of choice to our
customers. In addition, sharing high-quality,
verified data is key to achieving reductions
in embedded carbon by providing
customers with the information to enable
them to make informed decisions, and
in this regard, we continued to increase
the availability of Environmental Product
Declarations
(
EPDs
)
and TM65s across
the Group during the year.
Dividend
We are pleased to be able to provide
a reliable return to our shareholders,
in accordance with our progressive
dividend policy.
A 2025 final dividend payment of 8.7
pence per share
(
2024: 8.4 pence per share
)
is recommended, subject to shareholder
approval at the Annual General Meeting.
In addition to the 2025 interim dividend
payment of 4.2 pence per share, the total
dividend for the year is 12.9 pence per share
(
2024: 12.5 pence per share
)
, an increase of
3.2% over prior year.
Focus for 2026
We look forward to the opportunities that our
updated divisional structure will bring, whilst
continuing to promote a culture across all our
businesses that drives the right behaviours
and decisions to promote the success of the
Group for the benefit of all our stakeholders.
We will continue to engage with our
customers, suppliers and employees to
understand how we can collaborate and
support them to create sustainable living
for all.
I would like to take this opportunity to
thank all my Board colleagues, the Executive
Leadership Team and our employees across
the Group for their dedication, loyalty and
hard work during 2025, and I look forward
to our future opportunities and working
together on those challenges ahead, as we
continue to deliver our Sustainable Solutions
for Growth strategy in 2026.
Kevin Boyd
Chair
10 March 2026
Strategic Report
9
“Genuit has again
demstrated its ability
to grow and outperform
in aenging maets.”
Joe Vorih
Chief Executive Officer
Disciplined strategy
execution delivering
continued growth
Watch the interview with our CEO
Strategic Report
10
Chief Executive Officer’s Review
During 2025, Genuit continued to deliver on
its Sustainable Solutions for Growth strategy,
enabling another year of steady progress
despite tough market conditions. By
harnessing the strength of our Group, we
made targeted market share gains and
expanded our product and solution offering
through range launches and acquisitions.
We continued to focus on operational
excellence, including through the
deployment of the Genuit Business System
(
GBS
)
, continued investing in our people and
reduced our carbon footprint – all of which
has helped to strengthen our position going
into 2026. I would like to take this opportunity
to thank our Genuit Leadership Team and
our 3,274 colleagues for their hard work and
dedication in delivering this performance.
After a promising first half of 2025, market
volumes were adversely impacted in the
second half by uncertainty surrounding the
UK Government Budget. This uncertainty
impacted business and consumer confidence
and contributed to a reduction in volumes
year-on-year, particularly in the fourth quarter.
Despite this, the Group benefited from its
focus on higher-growth segments of the
construction market, including residential
ventilation and blue-green roofs, which helped
to offset softness in core residential newbuild
and repair, maintenance and improvement
(
RMI
)
markets.
Against this backdrop, the Group continued
to outperform the market, with an organic
revenue increase of 3.2% and growth in
underlying profits, despite cost headwinds.
Our annual underlying operating profit
increased to £94.4m from £92.2m on a
reported basis, including the contribution
of recent bolt-on acquisitions, and was
broadly flat on a like-for-like basis.
Our ongoing Group-wide deployment of
GBS has contributed lean productivity and
efficiency savings, which have helped partially
offset the impact of National Insurance and
National Living Wage increases. As expected,
second-half margins were higher than the
first half and, as a result of further price and
cost actions taken in the second half, we will
continue to make progress towards our
medium-term margin target. With strong
operational gearing and sufficient available
capacity to increase production by c.25%,
the Group is well positioned to support a
material increase in construction activity.
Underlying operating cash conversion was
strong at 102.0%, which achieves our over 90%
medium-term target. Net debt to underlying
pro-forma EBITDA as at the end of December
2025 was 1.5 times following our acquisitions
in 2025, with both cash conversion and net
debt levels enabling us to continue investing
in long-term growth.
In line with the Group’s progressive dividend
policy, we are pleased to be able to propose
an increase in our full-year dividend to 12.9
pence per share, reflecting continued profit
progression, a robust balance sheet and
confidence in the Group’s future prospects.
Performance
Revenue
£602.1m
up
7.3%
Organic growth 3.2%
Underlying operating profit
£94.4m
up
2.4%
Broadly flat on a like-
for-like basis
Underlying operating
margin
15.7%
down
70 bps
H2 > H1
Underlying cash conversion
102.0%
>90%
Strong cash
generation
Dividend per share
12.9p
up
0.4p
Progressive dividend
Leverage
1.5x
1.0x-2.0x
Strategic bolt-on
acquisitions in 2025
of an enterprise
value of £104.6m
Against a backdrop of subdued market activity,
we delivered organic revenue growth and grew underlying
profits year-on-year, despite cost headwinds.
Strategic Report
11
People
and Culture
Sustainable
Solutions for
Growth strategy
Sustainability
Growth
Genuit
Business
System
Genuit is focused on markets with
sustainability-linked growth drivers,
supporting customers to mitigate climate
change and adapt to its effects. Our
portfolio of low-carbon, labour-saving and
energy-efficient solutions, spanning heating,
cooling, ventilation and water management,
underpins our growth strategy.
The Group delivered organic revenue growth
in the year despite the softness in the UK
construction sector, benefiting from its
exposure to higher-growth market segments
and supported by the adoption of new
solutions and targeted market share gains.
Ventilation sales were particularly
encouraging in the year, driven by the
adoption of MVHR with cooling in multi-
occupancy residential developments and
landlord’s anticipating the introduction of
Awaab’s Law. There was also strong demand
for blue-green roofs, driven by the need for
biodiversity gains in urban environments,
and for prefabricated ‘low labour’ solutions
– particularly in commercial building.
We achieved market-share gains in our
drainage portfolio, taking advantage of
the exit of a competitor from the UK market
and winning a greater share of the merged
Barratt Redrow business, the full impact
of which will be realised in 2026. We hold
number one or two positions in key
segments, with clear scope to expand
further. This reflects our strong brand
recognition, which, combined with the
launch of tiered product ranges, has
further strengthened our market position.
We remain focused on leading the market
with innovation that drives sustainability in
the built environment.
Our end markets continue to benefit from
legislative tailwinds, including the Future
Homes Standard, the Warm Homes Plan and
the transition from CF21 to CF25 in schools,
providing structural growth opportunities
across key product ranges such as MVHR
and underfloor heating. Regulation
continues to evolve addressing damp
and mould in social housing and to provide
better ventilation in schools and hospitals.
In addition, the AMP8 regulatory cycle is
driving opportunities as the water utility
sector invests £104bn over a five-year
period; Genuit achieved initial framework
wins in 2025 and expects increasing revenue
through the AMP8 cycle.
Complementing a strong organic pipeline,
Genuit has also continued to strengthen
its portfolio via bolt-on M&A, taking a
disciplined, value-led approach.
In August and September 2025, we
welcomed new colleagues from two
acquisitions, Monodraught and Davidson
Holdings, both of which bring highly
complementary product portfolios and an
opportunity to leverage the Group’s routes
to market, as well as having clear pathways
to meet our Group profitability target.
Monodraught was acquired for an
enterprise value of £55.6m on a debt-free
and cash-free basis, and was funded
through existing facilities. It is a UK leader in
sustainable ventilation cooling and heating
solutions for new and refurbished
Our strategy
Growth
Strategic Report
12
Chief Executive Officer’s Review continued
There is an increasing need for climate
mitigation and adaptation solutions to
meet the urgent challenges facing our
infrastructure, buildings, communities and
planet. This is demonstrated by an increase
in the prevalence of extreme weather events
and addressed by both established and
emerging legal and regulatory frameworks.
Sustainability is at the heart of our business,
and the Group remains focused on
sustainability-driven growth, enabling the
built environment to respond to climate
adaptation and mitigation challenges, whilst
staying committed to reducing our overall
impact on the environment.
During 2025, we published our second Group
Sustainability Report, which enhanced our
sustainability disclosures and showcased
our progress in improving our performance
across a wide range of sustainability topics.
We continue to lead the industry as the
largest user of recycled polymers, at over
50% of our total tonnage in the year, and we
have held the Green Economy Mark since
2019 with over 75% green revenues.
We achieved an 11.0% reduction in carbon
emissions across scopes 1 & 2
(
market-
based
)
and a 9.9% decrease in scope 3:
category 1
(
purchased goods and services
)
,
supporting our customers who are
increasingly focused on the environmental
impact of their supply chain.
During the year, we increased by nearly
fourfold our use of biodiesel in our HGV fleet
to 385,789 litres in 2025
(
2024: 105,564 litres
)
,
enabling strong carbon reductions against
scope 1 emissions.
We have continued to accelerate our
adoption of Environmental Product
Declarations
(
EPDs
)
, with 57% revenue
coverage at year end.
Our ambition is to be the lowest-carbon
choice for our customers to maximise
exposure to structural growth drivers.
During 2025, we undertook an assessment
comparing our EPD values to those of our
key competitors. Of more than 540 carbon
comparisons performed, the Group’s
products were the lowest-carbon option
in 64% of instances.
Furthermore, we continued to improve by
reducing scopes 1 & 2 carbon intensity, on
a rolling 12-month basis, to 0.105tCO
2
e per
tonne of production
(
2024: 0.124tCO
2
e
)
.
Public disclosure is a cornerstone of
responsible manufacturing and business
practices, and we continued to enhance
our disclosures with CDP, S&P CSA Global
and EcoVadis, along with other ratings
and disclosure agencies.
Our science-based targets
Sustainability
Read more
–
Learn more about our
climate targets on page 40
Our targets
Progress
Reduce absolute scopes 1 & 2 GHG
emissions 30% by 2027 from 2021
baseline year
31.9%
2024
39.4%
Increase annual sourcing of renewable
electricity from 94% in 2021 to 100% by
2027 through 2030
96.3%
2024
98.7%
83% of suppliers
(
by emissions
)
of
purchased goods and services will
have science-based targets by 2027
28.0%
2024
31.6%
commercial buildings, with a strong
presence in education, it now forms part
of our Climate Division. The business is
highly complementary to Nuaire and
Domus, with minimal overlap, and provides
clear opportunities to leverage the Group’s
scale and routes to market, as well as
leverage broader solutions powered by
their proprietary Acuity controls.
Davidson Holdings was acquired for an
enterprise value of £49.0m, also on a
debt-free and cash-free basis and funded
through existing facilities. Its leading
plumbing and heating brands, which
include Salamander, Cistermiser & Keraflo
and Talon, hold strong positions in the UK
RMI markets across residential and
commercial sectors. The portfolio aligns
with our sustainability-led growth drivers,
particularly water conservation and
efficiency, and it now forms part of our
Water Division. We see clear revenue
synergies through leveraging Genuit’s
routes to market, demand creation and
specification selling model.
We remain active in pursuing further
bolt-on, strategic acquisitions that enhance
organic growth potential and support
long-term shareholder returns.
Strategic Report
13
–
Monodraught controls – page 19
–
Managing stormwater – page 21
–
Water conservation – page 23
Read more
In 2025, 93% of our Genuit Leadership
Team
(
GLT
)
participated in kaizen events.
This action contributes to meaningful
operational improvements and also
provides hands-on experience with
GBS methodologies.
During the year, the Group saw strong
adoption of Daily Management practices,
with over 50% of our sites now using
Daily Management tools to evaluate
performance and engage the
workforce in resolving issues at source.
This structured approach provides clarity
for colleagues at every level, supports
better decision-making and reinforces a
culture where continuous improvement
becomes part of day-to-day work.
In 2025, the Group broadened the scope
of kaizen events to focus on strategic
workstreams and realise further
operational efficiencies, like more effective
strategy deployment across its Business
Units, and the launch of a series of growth
tools, including market-mapping with
our marketing, sales and product
development teams.
Genuit Business System
–
Case study: Sky Garden – page 61
–
Case study: Rainwater – page 62
Read more
–
Viva Engage – page 68
–
Trademark Behaviours – page 74
–
Engaging with our employees –
page 77
Read more
In 2025, we ran two ‘Your Voice’
engagement surveys for our colleagues:
a pulse survey with a reduced question
set in April, and a full survey in October.
The Group had an increase in overall
engagement, from 7.0 in 2024 to 7.1 in 2025.
Feedback from our Your Voice survey
made it clear that colleagues want more
opportunities to grow, progress and
make an impact. We now have 70
colleagues who have completed our
Genuit Leadership Programme
(
GLP
)
,
which is designed to create empowered,
skilled leaders who lead and inspire their
teams to success. We are also proud of
our continued achievement of Gold
member status of The 5% Club, with 18.9%
of our UK colleagues in recognised Earn
and Learn programmes across several
levels and disciplines.
In September 2025, we took a major step
forward in how we connect as a business.
When Meta retired Workplace, we seized
the opportunity to unify our
communications and strengthen
collaboration across the Group. We
successfully transitioned everyone to
Microsoft Viva Engage, extending the
power of Teams and SharePoint to all
colleagues, whether on a PC, shared
device or personal device.
We are continually working to create an
environment where all employees can
be their authentic selves, and in 2025,
we proudly launched five new diversity
and inclusion colleague networks.
Each network is led and managed by
passionate colleagues, with a dedicated
chair and co-chair who meet regularly
with our Chief People Officer. The networks
are open to everyone, fostering allyship
and understanding across our business.
People and Culture
Strategic Report
14
Summary
Since launching our Sustainable Solutions for
Growth strategy in November 2022, we have
continued to lay the foundation for growth
and success, while making solid progress
towards our medium-term targets. We have
a better-led, more engaged and inclusive
team and GBS to share best practices and
drive continuous improvement, creating a
leaner, more agile and streamlined business
than ever before. We remain focused on
higher-growth, sustainability-led markets
augmented by strategic bolt-on acquisitions
that add solution depth and scale.
The strong progress we made as a Group
on simplifying our organisational structures
over the past four years has helped unlock
more opportunity. As a further simplification,
we took the decision to move to a two
divisional structure from the beginning
of 2026. This allows us to focus on two
segments, Climate and Water, enabling
the Group to deliver even more value to
our customers and optimise synergies to
reinvest in growth for the future.
As a result, the Group is well positioned
for market recovery following a solid
performance in 2025. We delivered above-
market organic growth and increased
profits through operational excellence
and balanced price and cost management,
despite the previously mentioned labour
cost headwinds.
Whilst market conditions have been
uncertain, the team at Genuit have
continued to strive for excellence as
‘Together, we create sustainable living’.
The commitment and dedication of all
of our colleagues underpins the Group’s
success and I thank them for all their
hard work.
Joe Vorih
Chief Executive Officer
10 March 2026
“Our strategy remains unanged despite
uncertain maet cditis. We remain
focused operatial exceence, exposure
to sustainability-led growth drivers and
disciplined, strategic bolt- M&A.”
Strategic Report
15
G
E
NU
I
T
B
U
S
I
N
E
S
S
S
Y
S
T
E
M
Advancing
the circular
economy
Tackling
climate
change
Investing in
our people
Developing
sustainable
solutions
L
E
A
N
S
Y
S
T
E
M
S
L
E
A
D
E
R
S
H
I
P
S
Y
S
T
E
M
S
O
U
R
S
U
S
T
A
I
N
A
B
I
L
I
T
Y
F
R
A
M
E
W
O
R
K
I
S
C
O
R
E
T
O
O
U
R
C
O
M
M
E
R
C
I
A
L
S
T
R
A
T
E
G
Y
G
R
O
W
T
H
S
Y
S
T
E
M
S
People
Experts who are
knowledgeable about our
customers’ applications and
are empowered to act.
Expertise
Innovation, continuous
improvement and unique
intellectual property defends
our market positions.
Capital investment
Disciplined capital allocation
is used to fund sustainable
profitable growth, which
is consistent with our
strategic objectives.
To help our customers
We help professionals create sustainable,
engineered water and climate management
solutions for the built environment.
Customers
– One-off installers
– Contract installers
– Civil engineers and
contractors
– M&E consultants
Customers
High quality and innovative
products offering engineered
solutions that enable a
sustainable built environment.
Providing support, value,
range, bespoke solutions
and market-leading brands.
Shareholders
Share price appreciation
and progressive dividend.
Responsible and ethical
investment.
Employees
Training and skills
development, commitment
to inclusion and diversity,
direct engagement and
empowerment, providing
an opportunity for us to
make a difference.
Suppliers
Long-standing relationships,
fair negotiation, certainty of
payment and reputation.
Local communities
and the environment
Working to enhance the built
environment whilst engaging
with local communities
and charities.
Addressing the need for clean,
healthy air and low-carbon
heating and cooling.
Enabling climate adaptation
and resilience through
integrated surface water
and drainage solutions.
Providing a range of
solutions to reduce the
carbon content of the built
environment and assist
construction labour efficiency.
Strong leadership
Clear direction and focused
resource allocation enables
our colleagues to deliver our
strategic vision.
Our resources
How we create value
For our stakeholders
Climate
Management
Solutions
Water
Management
Solutions
Sustainable
Building
Solutions
Who then deliver to the end user
– Housebuilders
– Civils and Commercial sector developers
– Asset owners and self-builders
– Civil engineers and contractors
– M&E consultants
Strategic Report
16
Business model
Business
Unit reviews
17
Strategic Report
Brands
Revenue
£178.9m
+10.7%
Underlying
operating profit
£24.4m
+1.7%
Market context
Although the UK construction market remained subdued due
to higher interest rates, affordability constraints and broader
economic uncertainty, sustainability-related activity continued
to outperform the sector as a whole. Regulatory tailwinds drove
sustained demand for ventilation – particularly following
Awaab’s Law, and supported growth in our hybrid heating and
cooling module. Rising net-zero expectations, tighter building-
performance standards, the new Warm Homes Plan, and the
growing focus on retrofit have continued to reinforce demand
for lower-carbon heating technologies.
Key activities in 2025
– Defended our market share in UK residential markets for
filters by launching two new Adey filters, strategic account
planning and a robust pricing strategy.
– Establishing Nuaire as experts in the field of hybrid cooling,
helping contractors, consultants and developers find the
appropriate solutions to the challenges of Part O in building
regulations and meeting the Acoustic, Ventilation and
Overheating
(
ACO
)
requirements, leading to significant
growth in this sector.
– Acquisition of Monodraught, bringing in expertise and
capabilities in controls and deep knowledge of the
education sector.
– Simplified the Business Unit to leverage expertise
across businesses, pooling resources to maximise
the customer experience.
– Continued to drive the Genuit Business System in
our businesses, increasing skills in customer insights
and improving operational efficiency.
Genuit Business System (GBS)
We continued to advance the roll-out of tools within
GBS. Within Adey, we focused on enhancing stock efficiency
through the implementation of a ‘kanban’ system, improving
working capital and strengthening stock availability for our
customers. Across CMS, we developed and deployed tools
to deepen our understanding of customer needs and
market dynamics, helping us identify priority segments
and the largest growth opportunities. This work has informed
a more refined go-to-market approach, leveraging our
strong service capabilities and solution expertise to deliver
greater value for all our customers.
Climate
Management
Solutions
Business Unit review
Looking ahead
– Continued demand for ventilation to address damp
and mould problems in social housing, heating and
cooling requirements in commercial and residential
dwellings, with Parts L, F & O of the building
regulations, the anticipated Future Homes Standard
and the recently launched Warm Homes Plan
providing legislative tailwinds.
– Opportunity to streamline service propositions
across the Climate Division and provide unified,
value-added services that deliver diagnostics,
compliance support and life cycle optimisation
for customers.
– As regulations in the UK and across Europe push
towards healthier, lower-carbon, more energy-
efficient performance from buildings, the Climate
Division is well placed for growth, with sufficient
capacity to meet potential demand.
The Climate Management Solutions (CMS)
Business Unit plays a critical role in accelerating
the transition to clean, healthy air and low-carbon
heating and cooling. With emissions and heating
and cooling systems representing the largest
operational carbon contributors, the need for
change is urgent. Strengthening regulations
are raising expectations for better insulation
performance, driving greater demand for high-
quality ventilation and improved indoor air quality.
At the same time, the shift to lower-carbon, more
efficient heating technologies is essential to
achieving national climate goals. Our goal is to
deliver integrated, future-proof solutions that
enable this transition across the built environment.
Sustainability
Our Nuaire business has accelerated its sustainability
progress by transitioning key product ranges, including air
handling units and heat recovery systems, to lower-carbon
steel, delivering up to a 64% reduction in embodied carbon.
Nuaire have also updated its market-leading Positive Input
Ventilation
(
PIV
)
system to a 100% recycled plastic casing,
further lowering environmental impact.
People and Culture
In 2025, CMS continued to strengthen its people and culture
by bringing teams together through enhanced collaboration
and shared development activities. With the acquisition of
Monodraught we gained new skills and capabilities in controls,
which we are excited to leverage across the Group. Our
commitment to diversity and inclusion
(
D&I
)
was reinforced
through initiatives such as Nuaire’s sponsorship of Pride Caerffili,
alongside broader Group-wide participation. To underpin our
strategic ambitions, we also invested in key resources and
specialist roles, ensuring we have the capacity and expertise
required to support sustainable growth across CMS.
Strategic Report
18
Hybrid Ventilation Heat
Recovery
Provides natural ventilation,
hybrid ventilation and low
energy mechanical heat
recovery ventilation in one
compact unit
Acuity, central connectivity system
Utilises automated continuous
monitoring software, the system
remotely monitors and diagnoses
potential issues before they occur
Modena, wall controller
User interface that provides room occupants
with overall control of the ventilation system.
The controller has calibrated temperature
sensors and a CO
2
sensor
Monodraught controls
in action
Q&A
Q: What is Monodraught’s control technology
and how does it work?
Acuity, Monodraught’s control
technology is a cloud-based central connectivity
system that captures and analyses live operational data
across our indoor climate solutions. Through continuous
monitoring, it autonomously identifies inefficiencies,
predicts maintenance requirements, and unlocks
measurable energy, operational and carbon savings.
Q: How does Acuity improve the experience for
the end users in practice?
At the user level, Modena,
Monodraught’s proprietary user interface, connects
directly to the Acuity platform, providing building
managers with real-time visibility, system control,
and performance optimisation through a single,
intuitive environment. Customers pay for service
agreements to help optimise building performance
and maintain healthy indoor environments.
Q: How is Acuity enabling integration across
Genuit Group?
Following Genuit Group’s acquisition
of Monodraught, Acuity enabled rapid integration with
Nuaire’s ventilation portfolio through the development
of the EC-Link. This eliminated the need to develop a new
control platform from scratch, significantly reducing R&D
investment, lowering integration risk, and accelerating
time-to-market, whilst supporting a scalable digital
platform across multiple products and brands.
Nick Hopper
Technical Director, Monodraught
Strategic Report
19
Business Unit review
Market context
In 2025, the water and environmental infrastructure sector
entered a period of accelerated investment and regulatory
pressure, committing a record £104bn to modernising
networks, reducing storm overflows and strengthening
climate resilience. This has provided a significant
opportunity for stormwater management and green
infrastructure, leading to growth in this sector. In the Middle
East, the continued scaling-up of infrastructure investment
to address intensifying climate risks has underpinned growth
in that region.
Key activities in 2025
– Strong pipeline and first orders for water utility
companies seeking to address stormwater
management and combined sewer overflows.
– Growth in revenue and profitability from our
Sky Garden blue-green roof and podium decks, owing
to an expanded solution offering in bio-solar and
Permavoid passive irrigation.
– Integration of Keytec into Polypipe Civils and
Green Urbanisation
(
PCGU
)
to provide better installation
services to our customers.
– Using the Genuit Business System we accelerated our
operational efficiency at several of our sites, including
a breakthrough kaizen at Sky Garden.
– Owing to the growth in the Middle East region,
we invested in tooling for use by a third party manufacturer,
increasing our capacity by 50%.
Genuit Business System (GBS)
2025 saw strong progress in deploying GBS across WMS.
We have empowered teams to identify and remove
bottlenecks and drive efficiency improvements.
Some notable achievements include a production-line
performance improvement on a key product, resulting in
40% reduction in downtime. We also had a breakthrough
kaizen at Sky Garden which led to fantastic results for the
team and for servicing our customers.
Sustainability
Environmental Product Declarations
(
EPDs
)
play a crucial role
in the customer decision-making within this Business Unit,
and we are proud that PCGU, whose products underpin our
solutions, now have 95% EPD coverage. This demonstrates our
continued progress towards being the lowest-carbon supplier
of choice. With our expertise in water management, the WMS
Water
Management
Solutions
Looking ahead
– Capitalising on AMP8, where increased investment
in water management and resilience aligns directly
with our core capabilities and solution portfolio,
already contributing to securing two large-scale
projects in 2025.
– Leveraging our unique integrated value proposition
in green urbanisation, combining PCGU, Permavoid
and Sky Garden technologies to offer customers both
cost efficiencies and meaningful carbon reductions.
– Accelerating international growth, with strategic
focus on Middle East and Europe, where rising
demand for flood mitigation infrastructure is creating
significant opportunities.
– Embedding GBS to drive operational excellence,
enhance productivity and support margin
improvement across the Business Unit.
– Going forward in 2026, WMS will be reported as part
of the Water Division.
The Water Management (WMS) Business Unit
focuses on upgrading stormwater and wastewater
infrastructure to address the increasing challenges
posed by climate change. As temperatures rise,
the atmosphere holds more moisture, driving
more frequent and more intense rainfall events.
Much of today’s ageing infrastructure cannot
accommodate these higher volumes. At the same
time, the growing concretisation of urban areas
is accelerating surface water runoff. Our green
urbanisation strategy strengthens stormwater
resilience whilst supporting urban greening and
delivering biodiversity net gain across the
communities we serve.
Business Unit is uniquely positioned to help customers
adapt to the effects of climate change, and our PAS 2080
accreditation reinforces our commitment to managing
and reducing carbon across the value chain.
People and Culture
This year, our Business Unit strengthened its people and
culture agenda through meaningful achievements and
initiatives. We were proud to be named Employer of the Year
by the Grimsby Institute Apprenticeships, recognising our
commitment to developing early-career talent. The
successful integration of Keytec into PCGU highlighted our
focus on creating a unified, collaborative workforce and
embedding shared values across teams. Throughout the
year, we celebrated key cultural days and brought our people
together through volunteering events that strengthened
connection and community. We continued to invest in our
colleagues’ growth, with development on GBS that enhanced
their capability and supported long-term career progression.
Revenue
£169.5m
+5.3%
Underlying
operating profit
£9.6m
-29.4%
Brands
Strategic Report
20
Capturing and retaining
surface water at source
Reduce excess water reaching
sewage treatment works by
utilising sustainable urban
drainage solutions
Reduce spills to nearby rivers
Retrofitting large storage tanks to
reduce spills and increase capacity
to store excess stormwater
Q&A
Q: What are the unique challenges facing the water
utilities sector?
The water sector faces a set of
interconnected challenges driven by climate change,
urbanisation, and ageing infrastructure. Much of today’s
network was never designed for the increased volumes of
surface water generated by more frequent and intense
rainfall, resulting in widespread surface water flooding
and regularly overloaded sewage treatment works.
In the short term, utility companies must find ways to
reduce spills and increase their treatment capacity,
whilst also retrofitting additional storage and conveyance
within existing sewer systems to prevent pipes from being
overwhelmed. At the same time, stormwater needs to
be disconnected and better managed within live urban
environments, all without disrupting daily life—and ideally
while enhancing local places for residents. Delivering these
interventions rapidly, efficiently, and at scale remains a
major industry-wide challenge.
Q: What value does Genuit bring in solving these
challenges?
Genuit brings significant value in
addressing these pressures through deep expertise in
spill interception, green infrastructure, and SuDS that
slow, store, and manage water close to where it falls.
Its retrofittable green infrastructure solutions create
multifunctional urban spaces, while its modern large-
diameter storage systems and smart controls optimise
performance. These are complemented by low-carbon
products incorporating recycled materials.
Jason Shingleton
Innovation Director, Water Division
Managing stormwater in our
urban environment
Strategic Report
21
Business Unit review
Sustainable
Building
Solutions
Market context
Although the UK construction sector experienced significant
pressures in 2025, including year-on-year decline in project
starts, growing regulatory pressure and an increased focus
on embodied carbon reinforced the need for low-carbon
innovation. This enabled SBS to secure and protect key projects
and accounts. The shift towards products that support efficient
installation, faster delivery and greater cost certainty also
drove continued growth in SBS offsite solution sales.
Key activities in 2025
– Polypipe successfully secured the tender to service the
newly combined Redrow and Barratt business, owing to
their leading range of products, service and status of
low-carbon supplier of choice.
– With the recent exit of a UK plumbing and drainage
competitor, Polypipe has achieved its goal of securing
additional market share without compromising its
market-leading service.
– Acquisition of the Davidson group of companies, bringing
in expertise and capabilities in water efficiency, an
increasing area of focus for developers.
– Further progress on polymer recycling, alongside Polypipe
having c.50% of its sales volume covered by Environmental
Product Declarations
(
EPDs
)
.
– Continued to embed the Genuit Business System,
contributing to improvements in Health and Safety, and
improved efficiency and sustainability.
Genuit Business System (GBS)
We have strengthened our GBS foundations with a further
year of kaizens and projects. Operational efficiency remains
a core competitive advantage in this Business Unit, and focus
was placed on both product operations, improving stock
availability to customers, as well as sales efficiency improving
time to serve customers. A main focus has been to embed
GBS into leadership culture, ensuring that all senior leaders
attended at least one kaizen throughout the year.
Sustainability
This year we improved carbon transparency by providing
customers with EPDs, giving them the verified data needed
for sustainable procurement. Innovation has enabled us to
significantly increase recycled content across key product
lines, helping customers to meet their own sustainability
targets. Alongside reducing the carbon impact of our
products, we are progressing with recycling end-of-life
products, partnering with Wolseley Plumb Centre on a
take-back scheme.
People and Culture
Our people and culture remain at the heart of our success,
which is reflected in the positive impact we aim to create
both inside and outside the organisation. Throughout the
year, our teams have proudly supported a range of
charitable initiatives, strengthening our connection with
the communities that we serve. We continued our valued
partnership with Harrison College in Doncaster, helping
young adults with learning disabilities gain meaningful
work experience and build confidence as they transition in
to employment. This commitment to inclusion, development
and community engagement was recognised when
Polypipe Building Products was awarded Employer of the
Year at the Doncaster Chamber Awards – an achievement
that celebrates the dedication of our colleagues and
ongoing focus on creating a supportive, empowering
workplace for all.
The Sustainable Building Solutions (SBS) Business
Unit delivers a comprehensive portfolio of market-
leading products across plumbing and water
supply, drainage and a wide range of building
accessories. Designed for efficient installation,
these solutions support leading builders
merchants, residential housebuilders, and
commercial contractors. SBS continues to play
a pivotal role in our ambition to be the lowest-
carbon supplier of choice, making further
progress in reducing the carbon footprint of its
products through an increased use of recyclate
and targeted reductions in material use.
Looking ahead
– Integration of acquired businesses and enhanced
channel reach enable unified go-to-market models
and an expanded portfolio, leading to growth in
plumbing and heating.
– Water saving and efficiency solutions continue to
gain traction as regulatory pressure, sustainability
targets, and operating cost reductions drive
increased solution adoption in both commercial
and residential markets.
– Modern Methods of Construction
(
MMC
)
aligned
drainage and water supply solutions are set for
sustained growth, supported by the broader shift
towards faster, lower-waste installation methods
in commercial and high-rise residential projects.
– Going forward in 2026, SBS will be reported as part
of the Water Division.
Brands
Revenue
£246.8m
+6.5%
Underlying
operating profit
£59.9m
+10.1%
Strategic Report
22
Water conservation in action
Q&A
Q: What are the challenges facing the built
environment when it comes to water conservation?
Water efficiency and leakage reduction represent
a significant and growing challenge for the built
environment. The UK Government has set a legally
binding target to reduce per-capita water consumption
by 20% by 2038, with a longer-term ambition to reduce
usage to 110 litres per person, per day, by 2050, which
equates to a national saving of approximately four
billion litres of water per day.
Q: What value do these solutions bring to overcome
those challenges?
When Cistermiser water management
controls are installed across a building’s washrooms,
water savings of up to 80% can be achieved compared
with uncontrolled systems. For end users, this translates
into lower utility costs, reduced carbon emissions and
improved building performance, while maintaining
hygiene standards, user comfort and regulatory
compliance. As sustainability targets become more
stringent, Cistermiser solutions provide a proven,
preventative approach to water efficiency without
compromising performance.
Richard Braid
Managing Director, Cistermiser
Infrared taps
Infrared sensors provide
hygienic hands-free
non-touch operation
Control valves and sensors
Automatically manage the supply
of water to a urinal cistern, reducing
water consumption by up to 80%
Toilet flushing
Sensor activated dual flush WC
valve, easy to install in retrofit
or new build installations
Strategic Report
23
NON-FINANCIAL KPIS
We continually
review the Group’s
performance indicators,
which are critical to
the measurement
and delivery of our
strategic objectives
and sustainable
shareholder returns.
The proportion of the Group’s
overall polymer consumption
fulfilled by recycled materials
Importance to Genuit
The Group has a commitment to
achieving the highest standards of
environmental performance, preventing
pollution and minimising the impact
of its operations, including reducing
waste being sent to landfill.
Commentary
Our use of recycled polymers
decreased to 50.6% of our total tonnage
consumption in the year, due in part
to a machine processing issue in the
second half of 2025. 50.6% excludes
current year acquisitions.
The number of reported accidents
as a proportion of total hours
worked across the Group
Importance to Genuit
Beyond regulatory compliance, this
metric reflects the effectiveness of our
health and safety management across
all sites. It demonstrates how well our
people are protected from work‑related
hazards and highlights the maturity
of our safety culture. Our long‑term
aspiration remains unchanged: zero
accidents across the Group.
Commentary
This improvement reflects our focus
on workforce engagement, improved
reporting timeliness and the enhanced
visibility of high‑potential events. Further
development of our Group‑wide internal
health, safety and environment (HSE)
audit programme, Genuit Blue, has also
provided benefits.
The proportion of our UK colleagues
actively participating in The 5%
Club recognised Earn and
Learn programmes, such as
apprenticeships, graduate trainees
and student sponsorships
Importance to Genuit
Developing and investing in
our colleagues drives revenue growth,
operational efficiency and profitability,
whilst facilitating employee retention
and enhancing workforce morale.
Commentary
We maintained Gold Member status
during 2025, with 18.9% of our UK
colleagues in qualifying Earn and
Learn programmes.
The intensity ratio is defined
as the total tonnes of scopes
1 & 2 CO
2
e produced per total
tonnes of production
Importance to Genuit
The year‑on‑year improvement
in this measure demonstrates our
commitment to operating in an
environmentally sustainable manner,
as the Group continues to grow.
Commentary
Our scopes 1 & 2 carbon intensity has
decreased by 15.7% as we continue to
be on track towards our goal of a 66%
reduction since the 2019 baseline data
was established, achieved through
reductions in transport emissions and
by increasing our renewable energy
purchases. To date, we have achieved a
cumulative intensity reduction of 61.6%.
Growth
Sustainability
Genuit Business
System
People
and Culture
USE OF RECYCLED POLYMERS
50.6%
2025
50.6
2024
2023
2022
48.7
49.2
52.0
ACCIDENT FREQUENCY
PER 100,000 HOURS WORKED
3.39
2025
2024
2023
2022
3.39
5.20
4.93
4.61
DEVELOPING OUR WORKFORCE
18.9%
2025
2024
2023
2022
18.9
3.5
8.2
18.5
CARBON INTENSITY
INTENSITY RATIO
0.105tCO
2
e/t
2025
2024
2023
2022
0.105
0.136
0.140
0.124
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Strategic Report
24
Key Performance Indicators
FINANCIAL KPIS
UK
Group
The annual percentage
growth in both Group and
UK (by destination) revenue
Importance to Genuit
Our strategy is to ensure that investment
in our people and operations drives
revenue growth that outperforms the
general construction market, thereby
enhancing our market leadership position.
Commentary
Group revenue increased 7.3% against
2024. On a like‑for‑like basis, excluding
the impact of acquisitions, revenue was
3.2% higher than in the prior year. UK
revenue increased by 7.4%.
Underlying operating cash
flow divided by underlying
operating profit before
depreciation and amortisation
Importance to Genuit
Cash conversion demonstrates our
focus on efficiency, as well as enabling
us to fund future organic and inorganic
growth. This measure has been restated
for all periods, to a pre‑capex and lease
payments basis. The Group believes
that this demonstrates the Group’s
working capital efficiency before capital
investment and allows for alignment
with the Group’s strategic investment
profile in the medium term.
Commentary
Our cash conversion decreased by
560 bps but remains strong, exceeding
our 90% medium‑term target.
Return on invested capital (ROIC)
is the ratio of acquisition-adjusted
underlying operating profit to
adjusted average net assets,
including the exclusion of historic
goodwill created from the Initial
Public Offering (IPO) in 2014
Importance to Genuit
Due to the historical nature of the
goodwill arising from the 2014 IPO,
management believe that ROIC more
fairly reflects business performance
than the previously reported ROCE.
The calculation for current and prior
years is presented in the Five‑Year
Summary on page 222.
Commentary
2025 saw improvement towards our
medium‑term target of 20%.
Underlying operating profit
as a percentage of revenue
Importance to Genuit
This metric indicates that we are
investing in the right initiatives and
operating efficiently, by driving out
non‑value added costs and delivering
productivity gains.
Commentary
Full year underlying operating margin
decreased by 70 bps to 15.7% (60 bps
decrease on a like‑for‑like basis),
impacted by National Insurance
and National Living Wage increases;
margin improvement in SBS offset
softer margins in CMS and WMS.
Underlying diluted earnings
per share
Importance to Genuit
This metric provides the Company’s
investors, in particular, with a consistent
indication of the Group’s underlying
financial performance. Underlying
diluted earnings per share is defined
in Note 13 on page 197.
Commentary
Underlying diluted earnings per share
increased by 4.5%, due to a higher
reported operating profit, a reduction
in net finance costs and a lower
underlying effective tax rate.
REVENUE GROWTH
+7.3%
2025
XXX.X
2022
2023
2024
2025
7. 3
7. 4
5.0
4.7
-5.7
-7.4
-4.3
-3.8
RETURN ON INVESTED CAPITAL
14.8%
2025
2024
2023
2022
14.8
15.7
15.4
14.4
UNDERLYING DILUTED EPS
25.4p
2025
2024
2023
2022
25.4
30.5
25.1
24.3
UNDERLYING OPERATING CASH
CONVERSION
102.0%
2025
102.0
2024
2023
2022
84.0
103.6
107.6
UNDERLYING OPERATING MARGIN
15.7%
2025
2024
2023
2022
15.7
15.8
16.0
16.4
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Strategic Report
25
Growth and
outperformance
in challenging
markets
“With a resilient portfolio
and a strg balance
sheet, we are we positied
to ctinue outperforming
through the cycle.”
Tim Pullen
Chief Financial Officer
Strategic Report
26
Chief Financial Officer’s Report
The Group delivered organic revenue growth,
driven by the adoption of new solutions in
structurally attractive segments and targeted
market share gains.
Revenue and profitability
Group revenue for the year ended 31 December 2025 was £602.1m
(
2024: £561.3m
)
,
which was an increase of 7.3% year-on-year. On a like-for-like basis, excluding the
impact of 2024 and 2025 acquisitions, revenue was 3.2% higher than prior year. For the
year, UK revenue increased 7.4% and international revenue increased by 6.0%, the latter
representing 10.9% of revenue in the year
(
2024: 11.0%
)
. Second-half revenue increased
by 5.3% year-on-year
(
0.4% increase excluding August and September 2025 acquisitions
)
following a 9.3% increase in the first half, reflecting the decrease in market activity
in the lead up to the UK Government Budget.
Underlying operating profit was £94.4m
(
2024: £92.2m
)
, an increase of 2.4% on a
reported basis
(
0.4% reduction like-for-like
)
, supported by the growth in revenue but
offset by National Insurance headwinds, and some margin softness in WMS and CMS.
The Group’s underlying operating margin decreased by 70 basis points to 15.7%
(
2024: 16.4%
)
as a result.
Profit before tax was £58.2m
(
2024: £46.3m
)
, an increase of 25.7%.
The Group continued to invest in product development and innovation throughout the
year. In 2025, operating profit benefited from £1.6m of HMRC-approved Research &
Development expenditure credit
(
RDEC
)
(
2024: £1.5m
)
.
Underlying profit after tax was higher than the prior year at £64.6m
(
2024: £61.1m
)
.
Underlying basic earnings per share increased by 5.7% to 26.0 pence
(
2024: 24.6 pence
)
.
Including non-underlying items, profit after tax was £45.2m
(
2024: £33.5m
)
, and basic
earnings per share was 18.2 pence
(
2024: 13.5 pence
)
.
Revenue, operating profit and margin
2025
£m
2024
£m
Change
%
Revenue
602.1
561.3
7.3
Underlying operating profit
94.4
92.2
2.4
Underlying operating margin
15.7%
16.4%
(
70 bps
)
Revenue by geographic destination
2025
£m
2024
£m
Change
%
UK
536.4
499.3
7.4
Rest of Europe
35.7
32.9
8.5
Rest of World
30.0
29.1
3.1
Group
602.1
561.3
7.3
Business Unit Review
Revenue
2025
£m
2024
£m
Change
%
LFL Change
%
Climate Management Solutions
178.9
161.6
10.7
5.9
Water Management Solutions
169.5
160.9
5.3
0.5
Sustainable Building Solutions
246.8
231.7
6.5
3.3
595.2
554.2
7.4
3.2
Other*
6.9
7.1
(
2.8
)
(
2.8
)
Total Group
602.1
561.3
7.3
3.2
*
Relates to Polypipe Italia SRL, which did not form part of the Group’s strategic Business Units in 2024 and 2025 but will form part of
the Water Division for 2026 onwards.
Underlying operating profit
2025
£m
ROS*
%
2024
£m
ROS*
%
Change
bps
Climate Management Solutions
24.4
13.6
24.0
14.9
(
130
)
Water Management Solutions
9.6
5.7
13.6
8.5
(
280
)
Sustainable Building Solutions
59.9
24.3
54.4
23.5
80
93.9
15.8
92.0
16.6
(
80
)
Other**
0.5
7.2
0.2
2.8
440
Total Group
94.4
15.7
92.2
16.4
(
70
)
*
Return on sales (ROS) is equivalent to underlying operating margin (underlying operating profit/revenue).
** Relates to Polypipe Italia SRL, which did not form part of the Group’s strategic Business Units in 2024 and 2025 but will form part of
the Water Division for 2026 onwards.
Strategic Report
27
Climate Management Solutions
The Climate Management Solutions
(
CMS
)
Business Unit is focused on addressing
the need for clean, healthy air and low-carbon heating and cooling.
Revenue of £178.9m
(
2024: £161.6m
)
in CMS increased by 10.7% versus 2024
(
5.9% on
a like-for-like basis
)
, reflecting strong year-on-year growth in ventilation, more than
offsetting softness in underfloor heating, with a resilient performance in water filtration.
CMS reported an underlying operating margin of 13.6% in 2025, 130 basis points lower
than 2024. Growth in ventilation margins year-on-year and gains from GBS in water
filtration were offset by lower margins from underfloor heating.
Integration of the Monodraught ventilation business
(
acquired in August 2025
)
is proceeding well, with a focus on go-to-market strategy and sales synergies.
Monodraught is a market leader in hybrid ventilation systems and is positioned
to capitalise on regulatory and structural drivers related to energy efficiency and
cleaner, healthier air in the nation’s schools and higher education establishments.
Going forward, the Group will refer to this segment as the Climate Division. The Climate
Division will benefit from the evolution in regulations and standards for homes and
buildings that aim to decarbonise the built environment and adapt to climate change.
Water Management Solutions
The Water Management Solutions
(
WMS
)
Business Unit enables the upgrade of
the stormwater and wastewater infrastructure to adapt to increasingly extreme
rainfall patterns and address the demand for re-greening urban areas and
increasing biodiversity.
Revenue of £169.5m
(
2024: £160.9m
)
in WMS increased by 5.3% versus 2024
(
0.5% on
a like-for-like basis
)
, reflecting a resilient performance in civils, growth in blue-green
roofs and stormwater attenuation sales.
WMS reported an underlying operating margin of 5.7% during the year, representing
a 280 basis points decline versus prior year, but with margin increasing from 4.6% in
H1 to 6.7% in H2 as a result of pricing and cost actions, as well as the deployment of
GBS productivity improvements.
The WMS medium-term growth strategy is underpinned by focused commercial
activity and product solutions. Going forward in 2026, WMS will be reported as part
of the Water Division. The combined Water Division expects to benefit from changes
in water management, biodiversity legislation, more effective rainwater collection
and reuse, and attenuation of flooding and stormwater runoff in an environment
where extreme rainfall events are more prevalent than ever.
Sustainable Building Solutions
The Sustainable Building Solutions
(
SBS
)
Business Unit provides its customers with a
range of market-leading products in plumbing and water supply, drainage and other
building accessories that enable the decarbonisation of the built environment, the
collection and conservation of water in an environment of increasing scarcity, and
provides solutions that reduce labour requirements in an economy where skills
shortages are prevalent.
SBS delivered revenue of £246.8m
(
2024: £231.7m
)
, 6.5% higher than prior year
(
3.3% on a like-for-like basis
)
.
Despite market-driven volume challenges, underlying operating profit margin
improved by 80 basis points, driven primarily by effective cost management and
the impact of GBS projects on productivity and efficiency.
Integration of the acquired Davidson Holdings businesses is proceeding well, and the
three acquired businesses are expected to generate over 20% underlying operating
profit in 2026, in line with the Group’s medium-term profit target.
Going forward, SBS will be reported as part of the newly formed Water Division.
Acquisitions
Monodraught
On 29 August 2025, the Group acquired 100% of the voting rights and shares of
Monodraught Topco Limited
(
‘Monodraught’
)
for an enterprise value of £55.6m on
a debt-free and cash-free basis, fully funded via the Group’s existing debt facilities.
Monodraught is a UK market leader in solutions covering the design, manufacture,
commission and maintenance of sustainable ventilation, cooling and heating
solutions for new and refurbished commercial buildings, with advanced controls
and data management capability and a strong presence in the education sector.
Davidson Holdings
On 26 September 2025, the Group acquired 100% of the voting rights and shares of
Davidson Holdings Limited
(
‘Davidson’
)
, a group of three businesses, for an enterprise
value of £49.0m on a debt-free and cash-free basis, fully funded via the Group’s
existing debt facilities. The businesses comprise leading brands in the plumbing
and heating sectors, including Salamander, Cistermiser & Keraflo and Talon. These
brands have strong market positions, primarily in the UK repair, maintenance and
improvement sectors of the residential and commercial segments, and benefit
from sustainability-led growth drivers.
Strategic Report
28
Chief Financial Officer’s Report continued
Non-underlying items
Non-underlying items decreased to £24.7m
(
2024: £33.0m
)
before tax. These included
non-cash amortisation of £13.7m
(
2024: £14.4m
)
, restructuring costs of £5.1m to complete
targeted actions to increase the efficiency of operations and reduce the cost base, and
acquisition related costs of £3.1m. The prior year included non-cash impairment charges of
£12.4m in respect of the Adey business, which had encountered prolonged delays to
recovery in market conditions, and no further impairment has been identified in the current
year.
In November 2025, the Group began a process to divest Polydeck Limited within the next
12 months; therefore, this business is held-for-sale as at 31 December 2025. This resulted
in a one-off Polydeck customer relationship impairment of £1.2m and a fair value
adjustment of £0.3m to property, plant and equipment.
The Group incurred £1.3m of costs associated with cloud-based systems transformation.
The Group expects this investment to increase in the coming years as it modernises
core systems and transforms the management of data, with the goal of transforming
operational efficiency and productivity, in combination with the Genuit Business System
and enabling future artificial intelligence
(
AI
)
based automation.
Non-underlying items comprised:
Non-underlying items
2025
£m
2024
£m
Amortisation of intangible assets
13.7
14.4
Impairment of goodwill
–
12.4
Impairment of intangible assets held-for-sale
1.2
–
Impairment of property, plant and equipment held-for-sale
0.3
–
Impairment of right-of-use property
0.2
–
Unwind of inventory fair value adjustments
1.5
–
Restructuring costs
5.1
1.8
Acquisition related costs
3.1
1.1
Systems and transformation costs
1.3
1.1
Software supplier dispute
–
4.3
Employment matters
–
(
1.1
)
Product liability claim
(
0.2
)
0.1
Profit on disposal of property, plant and equipment
(
1.5
)
(
1.1
)
Non-underlying items before taxation
24.7
33.0
Tax effect on non-underlying items
(
5.3
)
(
5.4
)
Non-underlying items after taxation
19.4
27.6
Exchange rates
The Group trades predominantly in Sterling but has some revenue and costs in other currencies,
mainly the US Dollar and the Euro, and takes appropriate forward cover on these cash flows
using forward currency derivative contracts, in accordance with its hedging policy.
Finance costs
Underlying net finance costs decreased to £11.5m
(
2024: £12.9m
)
, primarily due to lower interest
rates during 2025 than 2024, offset by higher net debt post August 2025 due to acquisitions.
Group net debt, excluding lease liabilities, increased from £101.6m as at 31 December 2024 to
£179.3m as at 31 December 2025, with a corresponding increase in net debt to EBITDA leverage
from 0.9 times to 1.5 times. Interest cover was 9.7 times for the year
(
2024: 8.3 times
)
.
During the year, interest was payable on the RCF at SONIA, plus an interest rate margin ranging
from 1.425% to 1.825%. The interest rate margin at 31 December 2025 was 1.825%
(
2024: 1.625%
)
.
Pensions
The Group does not have any defined benefit pension schemes and only has defined
contribution pension arrangements in place. Pension costs for the year amounted to £9.1m
(
2024: £6.3m
)
, reflecting the full year impact of the introduction of a salary sacrifice scheme
in July 2024 and increased up-take enhancing our employee value proposition.
Taxation
Underlying taxation
The underlying tax charge in 2025 was £18.3m
(
2024: £18.2m
)
, representing an effective tax rate
of 22.1%
(
2024: 23.0%
)
. This was below the composite UK standard tax rate of 25.0%
(
2024: 25.0%
)
due to the benefit of Patent Box relief.
Taxation on non-underlying items
The non-underlying taxation credit of £5.3m
(
2024: £5.4m
)
represents an effective rate of
21.5%
(
2024: 16.4%
)
.
Earnings per share
Earnings per share
2025
Pence
2024
Pence
Basic
18.2
13.5
Underlying basic
26.0
24.6
Diluted
17.8
13.3
Underlying diluted
25.4
24.3
The Directors consider that the underlying basic earnings per share
(
EPS
)
measure provides
a better and more consistent indication of the Group’s underlying financial performance
and more meaningful comparison with prior and future periods to assess trends in our
financial performance.
Underlying basic EPS increased by 5.7% in 2025.
Strategic Report
29
Dividend
The final dividend of 8.7 pence
(
2024: 8.4 pence
)
per share is being recommended for
payment on 3 June 2026 to shareholders on the register at the close of business on 1 May
2026, in line with the Group’s progressive dividend policy. The ex-dividend date will be
30 April 2026. The full-year dividend of 12.9 pence per share reflects the strength of the
balance sheet and the Board’s confidence in the Group’s medium-term strategy.
The Group aims to pay a progressive dividend, based on dividend cover of 2.0 times
or greater, over the business cycle. The Directors intend that the Group will pay the total
annual dividend in two tranches, an interim dividend and a final dividend, announced
at the time of publication of the interim and preliminary results.
Balance sheet
The Group’s balance sheet is summarised below.
2025
£m
2024
£m
Property, plant and equipment
191.4
183.7
Right-of-use assets
29.1
27.0
Goodwill
509.6
451.5
Other intangible assets
163.4
128.7
Net working capital
33.8
27.3
Taxation
(
57.2
)
(
45.8
)
Other current and non-current assets and liabilities
0.9
(
0.2
)
Net debt
(
loans and borrowings, and lease liabilities, net of cash and
cash equivalents
)
(
208.1
)
(
129.2
)
Net assets
662.9
643.0
The net value of property, plant and equipment has increased by £7.7m, with continued
investment in targeted capital expenditure.
Cash flow and net debt
The Group’s cash flow statement is summarised below.
2025
£m
2024
£m
Operating cash flows before movement in net working capital
112.5
106.5
Add-back non-underlying cash items
12.3
12.7
Underlying operating cash flows before movement in net working
capital
124.8
119.2
Movement in net working capital
1.6
9.0
Underlying cash generated from operations
(
before net capital
expenditure
)
126.4
128.2
Net capital expenditure excluding non-underlying proceeds of sale
(
29.7
)
(
26.0
)
Settlement of lease liabilities
(
9.6
)
(
10.6
)
Underlying cash generated from operations after net capital
expenditure excluding non-underlying proceeds of sale
87.1
91.6
Income tax paid
(
11.9
)
(
10.4
)
Interest paid
(
9.7
)
(
11.4
)
Interest received
0.9
–
Non-underlying proceeds of sale
2.1
4.9
Other non-underlying cash items
(
12.3
)
(
12.7
)
Settlement of deferred and contingent consideration
–
(
1.6
)
Debt issue costs
(
0.4
)
–
Acquisition of businesses net of cash at acquisition
(
105.6
)
(
5.2
)
Dividends paid
(
31.3
)
(
30.8
)
Proceeds from exercise of share options net of purchase of own shares
3.8
0.8
Other
(
0.4
)
(
0.9
)
Movement in net debt – excluding IFRS 16
(
77.7
)
24.3
Movement in IFRS 16
(
1.2
)
(
3.3
)
Movement in net debt – including IFRS 16
(
78.9
)
21.0
Delivery of strong cash generation remains core to the Group’s strategy. The Group’s
pre-capex underlying operating cash conversion was 102.0%
(
2024: 107.6%
)
, calculated as
underlying operating cash flow divided by underlying EBITDA.
Strategic Report
30
Chief Financial Officer’s Report continued
A positive working capital movement in the year was achieved through lower levels
of inventory and improved debtor position, achieved through strategic buying and
improvements generated by GBS. In 2026, the Group will focus on continuing to achieve
over 90% pre-capex operating cash conversion.
Net capital expenditure investment
(
excluding non-underlying proceeds of sale
)
increased
to £29.7m
(
2024: £26.0m
)
. The Group has continued to focus on investing in targeted
manufacturing facility development, capacity and key strategic and innovative projects.
Financing
Net debt of £208.1m
(
2024: £129.2m
)
comprised:
2025
£m
2024
£m
Bank borrowings
(
225.0
)
(
146.5
)
Cash and cash equivalents
44.8
43.6
Net debt
(
excluding unamortised debt issue costs
)
(
180.2
)
(
102.9
)
Unamortised debt issue costs
0.9
1.3
IFRS 16
(
28.8
)
(
27.6
)
Net debt
(
208.1
)
(
129.2
)
Net debt
(
excluding IFRS 16 and unamortised debt issue costs
)
:
pro-forma EBITDA
1.5
0.9
On 22 July 2025, the Group exercised the option to extend the Sustainability-Linked
Revolving Credit Facility
(
RCF
)
to 9 August 2028, securing a facility of £310.3m to August 2027
and £285.6m to August 2028, with an uncommitted accordion facility of up to £50.0m.
Subsequently, an agreement was signed on 25 September 2025 that increased the
committed RCF facility to £350.0m for the term. At 31 December 2025, the amount drawn
on the RCF was £175.0m
(
2024: £121.5m
)
.
On 24 September 2025, the Note Purchase and Private Shelf Agreement, originally dated
10 August 2022, was amended and restated, extending the uncommitted facility to 9 August
2028 for an amount of $180.0m, c.£133m
(
previously £125.0m
)
. The Group has £25.0m issued
loan notes from the original agreement dated 10 August 2022, with a repayment date
of 9 August 2029. On 20 October 2025, a further £25.0m of loan notes were issued from
the amended shelf agreement, with a repayment date of 20 October 2032, leaving an
uncommitted facility of c.$145m at 31 December 2025
(
c.£107m
)
.
The Group is subject to two financial covenants. At 31 December 2025, there was significant
headroom. Facility interest cover and net debt to EBITDA
(
leverage
)
covenants were
comfortably achieved:
Covenant
Covenant
requirement
Position at
31 December
2025
Interest cover
>4.0:1
9.7:1
Leverage
<3.0:1
1.5:1
Going concern
The Group continues to meet its day-to-day working capital and other funding requirements
through a combination of long-term funding and cash deposits. The Group’s bank financing
facilities consist of a £350.0m Sustainability-Linked RCF until August 2028, with an uncommitted
accordion facility of up to £50.0m. In addition, there are two seven-year private placement loan
notes of £25.0m each, with an uncommitted c.£107m shelf facility. At 31 December 2025, liquidity
headroom
(
cash and undrawn committed banking facilities
)
was £219.8m
(
2024: £272.1m
)
.
The Group’s focus will continue to be on de-leveraging, and its net debt to EBITDA ratio stood
at 1.5 times pro-forma EBITDA at 31 December 2025
(
2024: 0.9 times
)
. This headroom means
the Group is well positioned, with a strong balance sheet.
As a result, the Directors have satisfied themselves that the Group has adequate financial
resources to continue in operational existence for a period of 22 months to 31 December
2027. Accordingly, they continue to adopt the going concern basis in preparing the
consolidated financial statements.
Forward-looking statements
This report contains various forward-looking statements that reflect management’s current
views with respect to future events and financial and operational performance. These
forward-looking statements involve known and unknown risks, uncertainties, assumptions,
estimates and other factors, which may be beyond the Group’s control, and which may
cause actual results or performance to differ materially from those expressed or implied
from such forward-looking statements. All statements
(
including forward-looking
statements
)
contained herein are made and reflect knowledge and information available
as of the date of preparation of this report, and the Group disclaims any obligation to
update any forward-looking statements, whether as a result of new information, future
events or results or otherwise. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward-looking statements, due to the inherent uncertainty therein. Nothing in this
report should be construed as a profit forecast.
Tim Pullen
Chief Financial Officer
10 March 2026
Strategic Report
31
Our people target
We recognise the contribution that a
diverse group of colleagues makes to
the achievement of our goals. We also
believe that providing development
pathways in the workplace is a key
enabler of social mobility
5%
of colleagues to be in accredited Earn and
Learn programmes by 2025
Circular economy target
We want to continue to lead the industry
in our usage of recycled polymers, as well
as a focus on reducing our own waste, to
become a zero-to-waste operation
62%
of our polymer tonnage is to be from
recycled inputs by 2025
Sustainable solutions target
Given our focus on growth drivers are
linked to the sustainability agenda, we
recognise that these challenges will only
be met by developing new products,
produced in the most sustainable ways
25%
of our revenue coming from products launched
within the preceding five years by 2025
Sustainability is at the heart of our
business, and our targets provide the
framework for driving improvements
Sustainability
Climate change target
We are committed to reducing the
greenhouse gas emissions from our
operations and products by focusing
on reducing overall emissions without
resorting to carbon offsetting and
reaching net-zero by 2050
Net-zero
90% reduction of absolute scopes 1, 2 & 3
emissions by 2050 from 2021 baseline year
30%
reduction of absolute scopes 1 & 2 emissions
by 2027 from 2021 baseline year
66%
reduction in CO
2
e emissions intensity by 2025
from a 2019 base year (scopes 1 & 2)
Strategic Report
32
Sustainability overview
Expectations of the built environment to solve
the urgent challenges facing our infrastructure,
buildings, communities and planet have
never been greater. Across the Group, we are
dedicated to creating sustainable solutions,
fostering sustainable practices and reducing
carbon emissions across our operations as we
pave the way towards a greener, more resilient
built environment. We do this by becoming a
sustainable, low-carbon business ourselves,
as well as delivering sustainable solutions
at scale.
Society must cater for more frequent bouts
of extreme rainfall, and deliver the transition
to lower-carbon heating and cooling.
The Group is focused on addressing and
supporting this transition. We want to be
the lowest-carbon supplier of choice for
our customers, and by driving carbon out
of our businesses and the supply chain we
are making this a reality
(
see page 40 for
further details
)
. Our 2021 to 2025 Sustainability
Framework set our short-term agenda on
sustainability and showcases the significant
progress we have made over that period
(
further information can be found on page 34
)
.
As set out on page 36, we have produced
a new materiality assessment to inform our
updated and revised sustainability targets,
as the 2021-2025 framework has matured.
The Group have near-term and 2050 targets
that were approved by the Science Based
Target initiative
(
SBTi
)
. As part of this process,
we have committed to reducing our scopes
1 & 2 greenhouse gas
(
GHG
)
emissions of 30%
by 2027 from a 2021 baseline year.
This goes beyond the already significant
reductions achieved; in scopes 1 & 2
emissions between 2019 and 2025,
we achieved reductions approaching 70%.
Scope 3 GHG emissions from the goods
and services we purchase form the second
largest category. In this area, we recognise
the key role that our supply chain plays and
therefore, we engage with our suppliers so
that they reduce their carbon impact, which,
in turn, supports the Group strategy. By 2027,
we will ensure that the suppliers who
account for 83% of our purchased goods and
services emissions will have science-based
carbon reduction targets in place. Going
further, the Group has also committed to
long-term reductions in GHG emissions by
2050 of 90%.
Scope 3 GHG emissions associated with the
use of sold products for example electricity
consumed over the life of the product, is the
largest category, following a re-assessment
in 2025. In this area, we have focused on
providing energy efficient products and
solutions that displace higher-carbon
alternatives, for example, Air Source Heat
Pumps and Mechanical Ventilation and
Heat Recovery units that can exhibit lower
carbon emissions during their operation
than, a natural gas boiler.
The Group has adopted a manufacturing
approach based upon circular economy
principles, minimising the consumption of
raw materials and maximising the re-use of
so-called ‘waste materials’. We envisage a
future where fewer resources are discarded
and, instead, re-purposed or recycled. We aim
to maintain our high proportion of production
of new products using recycled materials that
have already served their initial purpose within
the economy and society, reducing reliance
on virgin materials. In moving to a circular
economy, there will be a reduction in the use
of virgin materials, and, as a consequence,
society will benefit from a reduction in waste
destined for disposal, a reduction in materials
lost into the environment, and a reduction in
carbon impact
(
CO
2
e emissions
)
, as the
majority of embedded carbon in products is
associated with the first use of virgin materials
(
plastic, cement, steel and aluminium
)
.
We have embraced this circular economy
approach by prioritising the use of recycled
polymers at our manufacturing facilities, and
establishing targets to maximise their utilisation.
Consequently, by increasing our use of
recycled polymers to support a transition
to a circular economy, we not only reduce
our supply chain’s carbon footprint but also
achieve a significant reduction in our scope
3 GHG emissions. Recycled polymers
generally exhibit lower embedded carbon
compared to virgin materials and, in some
cases, this can be up to 90% lower. On page
39 we share a case study of how this works
in practice.
At Genuit Group, we enable our customers to create a
more sustainable built environment by providing the
solutions they need to future-proof places that support
thriving communities and growing economies.
Carbon emissions avoided
through biodiesel use
978
tonnes of carbon avoided during 2025 through
the use of biodiesel. This compares to 262 tonnes
avoided through the use of biodiesel in 2024.
Sustainability
Strategic Report
33
Our sustainability framework 2021-2025
Advancing the circular economy
Developing sustainable solution
s
Tackling climate change
Investing in an engaged
and diverse workforce
Our 2025 targets
62%
of our polymer tonnage is to be
from recycled inputs. This represents
the current available ceiling, given
the standards regimes governing the
use of recycled materials.
25%
of our revenue coming from
products launched within the
preceding five years
(
Vitality Index
)
.
66%
reduction in CO
2
e emissions intensity
from a 2019 base year
(
scopes 1 & 2
)
.
5%
of colleagues to be in accredited
Earn and Learn programmes.
2024 achievement
52.0%
18.0%
54.4%
18.5%
Our progress
Our use of recycled polymers
decreased to 50.6% of our total
tonnage consumption in the year,
due in part to a machine processing
issue in the second half of 2025.
Over the five-year period, we have
made strong progress in the use of
recycled polymers. We continue to
prioritise reductions in embedded
carbon alongside the use of recycled
polymers to achieve the optimum
balance and positive sustainability
outcome. The result below excludes
current-year acquisitions.
The result was impacted by high-
value innovations moving out of the
five-year qualifying window. These
will be replaced, but this will take
time to deliver.
We continue to focus on product
innovation in order to deliver
improvements in our product offerings
and sustainability performance.
The result below excludes current-
year acquisitions.
2025 saw a significant improvement
in carbon intensity, driven by actions
taken to increase the use of biodiesel,
as outlined on page 33. As a result,
we have achieved a significant
reduction in carbon intensity
between 2021 and 2025.
We also saw a reduction in energy
consumption by 1.6%.
Renewable electricity purchases
increased from 96.3% to 98.7%.
We continued our fantastic
progress by maintaining our focus
on employee learning, apprenticeships
and graduate programmes.
2025 achievement
Recycled materials
Vitality Index
Carbon reduction (intensity)
Cumulative reduction of
Percentage in Earn and Learn
programmes
50.6%
16.4%
61.6%
18.9%
Strategic Report
34
Our sustainability framework 2026-2030
Sustainability materiality
assessment
The Group will drive the
transition towards a more
resilient and sustainable
built environment.
As UK and global regulatory standards, such
as the Corporate Sustainability Reporting
Directive
(
CSRD
)
and International Financial
Reporting Standards
(
IFRS
)
Sustainability
Disclosure Standards continue to evolve,
organisations must prioritise the environmental,
social, and governance
(
ESG
)
issues that most
significantly impact their businesses and the
world at large. To assist in the prioritisation of
ESG topics, a materiality assessment is often
used to support the setting of ESG priorities and
targets. A sustainability materiality assessment
is a strategic process that is used to identify
and prioritise the ESG issues that are most
significant to their operations and stakeholders.
During the year, the Group prepared a
materiality assessment covering a wide range
of topics based on the European Union’s CSRD
criteria, with supplementary topics specific
to Genuit’s context. The assessment was
completed by a range of internal and external
stakeholders, including employees, suppliers,
customers, regulators and other stakeholders.
The CSRD requirements did not apply to the
Group in the reporting period. The results
are presented opposite and have been
used in the development of the new
Sustainability Framework.
Read more page 36
Importance to Genuit Group
5
10
9
8
7
6
5
6
7
8
9
10
Importance to stakeholders
7
Key
1
Climate change
4
Raw materials
7
Product safety and sustainability
10
Local communities
2
Pollution
5
Land use
8
Human rights and ethics
11
Data privacy
3
Water use and discharges
6
Biodiversity and ecosystem
9
Workplace safety
12
Governance
5
2
10
6
4
3
12
8
11
9
1
Strategic Report
35
Category
Metric Topic
Metric Description
Growth
Sustainability
GBS
People
Environmental
Scopes 1 & 2
GHG emissions
Reduction in absolute scopes 1 & 2 GHG
emissions
Scope 3
category 1 GHG
emissions
Reduction in absolute scope 3 category 1
GHG emissions
Renewable
energy use
Percentage of annual purchased electricity
sourced from renewable sources
Sustainable
innovation
pipeline
Percentage of R&D projects focused on
developing sustainable products, services
and manufacturing processes
(
% measured
on the number of projects
)
Product life
cycle analysis
Revenue in the previous calendar year
covered by product life cycle assessments
Social
Health and
safety
performance
Lost Time Incident Rate
(
LTIR
)
Employee
satisfaction
Overall employee Engagement Survey score
Diversity and
inclusion
(
D&I
)
Average of inclusiveness, non-discrimination and
diversity scores from the engagement survey
Governance
Board
independence
Percentage of Board members independent
of material, financial, or personal relationships
with the Company, its executives, or major
shareholders
Post-2025 Sustainability Framework
The Group has implemented and reported
against a range of sustainability metrics for
many years, helping to shape the direction of the
business and reduce its environmental impact.
The previous target period matured in 2025
where we delivered strong progress across
a range of topics, as outlined on page 34.
To support and guide our continued progress
towards a more sustainable future, we have
updated our KPIs and reporting metrics
covering a range of ESG topics. These revised
KPIs and metrics were devised by taking into
account a wide range of stakeholder priorities
through benchmarking, direct discussions
and were informed by the materiality
assessment. These KPIs and reporting
metrics position the Group as a leader in
decarbonisation and circular economy
practices within the building products and
services sector.
5
4
3
2
1
Relevance of metric to strategic theme
(with 5 being most relevant)
Our sustainability framework 2026-2030 continued
Strategic Report
36
In our businesses
We are committed to significantly reducing
our carbon emissions, and achieving net-zero
by 2050. In the near term, we plan to reduce
our scopes 1 & 2 carbon emissions by 30%,
without offsetting.
As shown in our greenhouse gas
(
GHG
)
inventory on page 41 we have reduced our
scopes 1 & 2 emissions year-on-year. As part
of that progressive reduction we focus on
energy efficiency across the Group. To
support the most energy intensive sites, we
have externally certified ISO 50001 energy
management systems, providing a clear
focus on energy management and reduction.
The Group’s absolute scopes 1 & 2 GHG
emissions were 11% lower than in the 2024
reporting period. This resulted in the Group
achieving an emissions intensity of 0.105
tonnes of CO
2
e per tonne of production during
2025, a strong performance year-on-year.
In our solutions
Carbon emissions from the raw materials
we purchase form a significant portion of
our GHG inventory. In this area, we recognise
the key role that our supply chain plays;
therefore, we have set a target to engage
with our suppliers so that they reduce their
carbon impact.
We are also aware of what we can do
ourselves. The transition to recycling and
other low-carbon material choices will
continue to play a key role for us. Using
recycled polymers has a significantly
lower-carbon impact than virgin polymers,
and the use of recycled materials is key to
increasing and enhancing the circular
economy benefits that come with using
materials that can be recycled, repeatedly,
throughout the manufacturing process.
As part of our Sustainable Solutions for
Growth strategy, we will provide solutions
that are considered the most sustainable
and economically viable solutions at that
point in time. By offering polymer alternatives
to legacy materials such as concrete or
copper, we are able to offer more sustainable
products than those legacy alternatives.
However, technology is not at a standstill,
and we continue to invest in areas such
as bio-polymers and chemical recycling,
to investigate ways to raise the bar of
sustainability even higher. We continue to
call for product standards regimes to be
less prescriptive on how products are made,
without compromising on performance,
and to allow for recycled content to be
used in place of virgin polymers.
57%
Life cycle analysis
(LCA) revenue coverage
Over the last three years
the Group has made significant
progress in undertaking and
publishing third party-verified
Environmental Product
Declarations
(
EPDs
)
and,
specifically at Nuaire, a bespoke
system based on the CIBSE
TM65 methodology guidance.
This has resulted in achieving
57% LCA coverage against
product sales revenue.
64%
Lowest-carbon product supplier
Having a robust LCA is only part
of the journey. During 2025, we
undertook analysis to investigate
how we are performing compared
to peers on global warming
potential
(
GWP
)
across a range
of products. Based on the
appropriate published competitor
EPDs, Genuit made 546 product
carbon comparisons and, of those
comparisons our products were
lower-carbon, as measured by
GWP, in 350 instances.
Developing sustainable solutions
Lowest-carbon
supplier of choice
The Group’s purpose is to create sustainable
living by developing sustainable solutions for
the built environment.
Strategic Report
37
Genuit recognises the importance of the value
chain in achieving our long-term net-zero targets.
By overlaying our greenhouse gas inventory on our
product life cycles, we can see where we need to
prioritise and focus our improvement activities.
Scope 3
upstream
Raw materials
Recycled materials
End of life
Use of Genuit
products
Distributors, merchants
and wholesale
Raw materials
Scope 3
downstream
Scope 1
Scope 2
Scope 3 upstream
– Working with our suppliers to ensure
that the value chain embraces science-
based targets
– Using lower-carbon raw materials
– Optimising our manufacturing processes
and designs to minimise raw material use
Scope 3 downstream
– Working with customers to optimise
transport and provide pre-consumer
recycling options where possible
– Supporting and driving the circular
economy
Scope 1
– Driven by our near-term
science-based targets
– Reductions in the fuel
used for heating
– Continual optimisation
of our transport and
service vehicle fleet
– Revised product
standards to allow for
recycled content and/
or lower-carbon raw
material alternatives
Scope 2
– Improvements in energy
efficiency, driven by our
deployment of the Genuit
Business System
(
GBS
)
across the Group
– Increasing our use of
renewable electricity
to 100% by 2030
Emissions value chain
Strategic Report
38
We leverage recycled
materials to drive down
the carbon intensity of our
products and decrease our
Group-wide GHG inventory
50,085
tonnes of carbon avoided during 2025
by utilising recycled polymers.
This total represents the difference
in emissions between the recycled
polymers usage in 2025 and the
theoretical emissions if the same
volume had been supplied from
virgin polymers.
Tackling climate change
We are committed to significant reductions
in our carbon emissions and in achieving
net-zero by 2050 and the Group’s climate-
related targets include a commitment to
reducing emissions in the near term along
with the long term. The establishment of
science-based climate change targets is
key to providing a robust framework to guide
climate action.
Going beyond the SBTi near-term targets,
and recognising the need to reduce carbon
across the whole supply chain in order to
achieve long-term targets, Genuit is also
committed to reducing absolute scope 3
GHG emissions for our purchased goods
and services, and had already achieved
the 2027 target by 2023.
The Group’s previously established carbon
target of reducing the CO
2
e intensity
remains a key element of our sustainability
disclosure and is aligned with and
complementary to our science-based
targets
(
SBTs
)
.
Moving forward, we will place greater
emphasis on absolute carbon numbers,
which is consistent with our SBTs and
reflects that preference.
As described above, reducing the carbon
emissions from our supply chain is an
important initiative for the Group, given that
98% of our total 2025 carbon emissions fell
within scope 3. By 2027, 83% of our suppliers
covering ‘Purchased Goods and Services’
emissions will have science-based carbon
reduction targets. In 2025, 32% of our
emissions were from purchased goods
and services supplied by partners who
had an SBT. We continue to engage with
our suppliers on science-based targets
to support reductions in carbon emissions
across the supply chain.
During 2025, the Group continued to source
and use significant volumes of recycled
materials, leading the sector in the use of
recycled polymers, and achieving a level
of 50.6% during the year. As a result, we see
our EPD carbon values being some of the
lowest in our sector when compared with our
competitors, either in terms of like-for-like or
dissimilar raw materials, driven by our focus
on the circularity of materials and the
decarbonisation of operations and energy.
By offering polymer alternatives, made from
either recycled or virgin sources, to legacy
materials such as concrete or copper, we
are able to offer lower-carbon products
than those legacy alternatives. In the
majority of cases, we are the lowest-carbon
supplier, demonstrating that the hard work
to progress our EPDs is making a real
difference
(
see page 37 for further details
)
.
The Group has set ambitious near-term and
long-term greenhouse gas (GHG) reduction
targets to achieve net-zero reductions in
line with the latest climate science.
We aim to use our leadership position as a
way of driving change and to ensure that our
customers have access to products that will
reduce their scope 3 carbon impacts. With
this in mind, we are also conscious that
designers, engineers and building owners
need empirical evidence to allow them to
make informed decisions regarding their
own carbon impact.
In 2025, we disclosed our climate-related data
through the Climate Disclosure Project
(
CDP
)
,
meaning that we have joined thousands of
companies, public authorities, cities, states,
and regions around the world who are
committed to transparency and sustainability.
Now, more than ever, all organisations
need to measure and understand their
environmental impacts, surfacing the data
that helps them make smarter decisions for
people, the planet, and profit. Our own CDP
Climate assessment score was ‘B’, reflecting
our strong ambition to drive real change.
Strategic Report
39
Tackling climate change continued
Genuit Group GHG inventory for 2025
We made excellent progress across all three
GHG emissions scopes, with a reduction of
6% in scope 1, 63% in scope 2, and 9.9% in
scope 3 category 1: Purchased Goods and
Services year-on-year.
As described on page 41, due to a revision
of category 11: Use of Sold Products, overall
scope 3 emissions increased versus the
2021 baseline year.
Our carbon intensity has reduced by 61.6%
since the base year of 2019. Table 1 on page
41 presents our full GHG inventory, while the
table shown to the left presents our progress
against our climate targets.
To support our efforts to reduce scope 2
emissions, we increased our purchase of
renewable electricity from 96.3% to 98.7%,
as well as driving improvements in energy
efficiency, where we saw a decrease of 1.6%
in energy consumption.
During 2025, we increased the of use of
biodiesel in our Heavy Goods Vehicle fleet,
supporting a reduction in scope 1 emissions.
Read more on page 33
Our climate targets
Science Based
Targets initiative
(SBTi) approved
target
Target
value
Current
performance
Target
year
Reduction in scopes 1 & 2
GHG emissions intensity
(
tCO
2
e/t
)
(
versus 2019
baseline year
)
66%
61.6%
2025
Reduction in absolute
scopes 1 & 2
GHG emissions
(
tCO
2
e
)
(
versus 2021
baseline year
)
30%
39.4%
2027
90%
2050
Reduction in absolute
scope 3: category 1
Purchased Goods and
Services GHG emissions
(
tCO
2
e
)
(
versus 2021
baseline year
)
13%
38.1%
2027
Suppliers by emissions
covering purchased
goods and services with
science-based targets
83%
31.6%
2027
Annual sourcing of
renewable electricity
100%
98.7%
2030
Reduction in absolute
scope 3 GHG emissions
(
tCO
2
e
)
(
versus 2021
baseline year
)
90%
-70.0%
2050
Strategic Report
40
Base year value 2021
(tCO
2
e)
Emissions covered by
targets (tCO
2
e) (%)
2024 reporting value
(tCO
2
e)
2025 reporting value
(tCO
2
e)
Scope 1
(
tCO
2
e
)
19,547
19,547 (100%)
13,063
12,278
Scope 2
(
market-based
)
(
tCO
2
e
)
1,487
1,487 (100%)
1,264
468
Total scopes 1 & 2
(
market-based
)
(
tCO
2
e
)
(
ABS1
)
21,034
21,034 (100%)
14,327
12,746
Scope 2
(
location-based
)
(
tCO
2
e
)
18,757
15,234
12,765
Electricity
Total electricity use
(
MWh
)
81,102
81,102 (100%)
71,547
70,045
Electricity procurement from renewable sources
(
MWh
)
76,236
68,926
69,132
% of electricity from renewable sources
(
O1
)
94.0%
96.3%
98.7%
Scope 3
(
tCO
2
e
)
Category 1: Purchased Goods and Services
335,282
335,282 (100%)
230,264
207,573
Category 2: Capital Goods
17,803
10,780
10,292
Category 3: Fuel- and Energy-Related Activities
10,879
5,029
4,749
Category 4: Upstream Transportation and Distribution
9,204
8,816
12,073
Category 5: Waste Generated in Operations
1,052
555
401
Category 6: Business Travel
636
1,390
1,032
Category 7: Employee Commuting
6,932
4,085
4,645
Category 8: Upstream Leased Assets
n/a
n/a
n/a
Category 9: Downstream Transportation and Distribution
6,002
7,414
10,927
Category 10: Processing of Sold Products
n/a
n/a
n/a
Category 11: Use of Sold Products
564,766
387,120
423,289
Category 12: End-of-Life Treatment of Sold Products
3,054
921
620
Category 13: Downstream Leased Assets
n/a
n/a
n/a
Category 14: Franchises
n/a
n/a
n/a
Category 15: Investments
n/a
n/a
n/a
Total scope 3 categories 1-15
(
tCO
2
e
)
395,308
656,374
675,601
Total scopes 1, 2
(
market-based
)
& 3
(
tCO
2
e
)
976,644
670,701
688,347
Suppliers of purchased goods and services with science-based
targets
(
% Coverage of scope 3: category 1
)
(
O2
)
-
28%
32%
Notes: a) The Group performed a full inventory assessment of its scopes 1, 2 & 3 emissions during 2025. b) 2% of the GHG inventory is based on estimates including, scope 3: category 7 which was based
on an employee survey, and scope 3 category 1 where a minor amount of activity was estimated. c) Scope 3: category 2 – 7, 9, 11, 12 and 13 excludes Monodraught and the Davidson group of companies
activity data. d) Following a materiality assessment, categories 8, 10, 13, 14 and 15 were not deemed relevant to the nature of the business and marked as n/a. e) Data is prepared following the GHG
Protocol methodologies along with the following notes and alternative methodologies. f) Category 1 for the Nuaire business is undertaken using the methodology defined in the standard ‘Embodied
carbon in building services: a calculation methodology CIBSE TM65: 2021’. g) Emissions of the following gases are not disclosed: CO
2
, CH4, N2O, HFCs, PFCs, and SF6 however Genuit shows CO
2
equivalent
emissions. h) Category 11 emissions have been restated for 2021 and 2024. i) Category 6 emissions have been restated for 2024 following a review.
Boundary, methodology and exclusions
In producing the 2025 energy and GHG data, we
used updated emissions factors (including country
specific grid intensity factors) in line with the GHG
protocol and reflecting changes to those published
emission factors.
An ‘operational control’ approach has been
used to define the GHG emissions boundary.
This approach captures the emissions associated
with the operation of all Group buildings, such as
warehouses, offices, and manufacturing sites,
and Company-owned transport. This information
was collected and reported in line with the
methodology set out in the UK Government’s
Environmental Reporting Guidelines. Emissions
have been calculated using the latest conversion
factors provided by the UK Government or other
appropriate agency. The reporting period is from
1 January to 31 December. There are no material
omissions from the mandatory reporting of
scopes 1 & 2 emissions and include the acquired
businesses of Monodraught and the Davidson
group of companies from the time of acquisition.
We have obtained limited assurance over our 2025
scope 1 GHG emissions, scope 2 GHG emissions
(locations- market-based) and GHG intensity
(scopes 1 & 2) per tonne of production data from
Ernst & Young LLP;
the GHG Assurance Report can
be found on the Company’s website
.
The reporting of scope 3 emissions is in line with
the GHG protocol. Scope 3 data for Monodraught
and the Davidson group of companies, which were
both acquired in September 2025, have not been
included. These will be included and reported in
our scope 3 reporting for 2026. As reported in our
Annual Report and Accounts 2024, Sky Garden
and Omnie & Timoleon were omitted from scope
3 disclosures in 2024 and have been successfully
integrated into our scope 3 reporting for the full
calendar year of 2025.
Following a re-assessment with a third party,
category 11 emissions for 2021 and 2024 have been
restated, with the updated methodology being
used for 2025. Category 6 had a restatement for
2024. These resulted in an increase in emissions
in the relevant years.
Table 1: Greenhouse gas inventory
Strategic Report
41
Tackling climate change continued
Energy use and reporting
We aim to minimise the impact of our
operations on the environment, and
sustainability is a key feature of our
products and their associated impact.
Our injection moulding and extrusion
operations use significant amounts of
electricity. We monitor our electricity usage
very closely, even at a machine level, and
take a proactive approach to improving
energy efficiency. Based on the type and
nature of our production processes, energy
and carbon emissions are some of our
largest environmental impacts.
The following tables detail the energy
consumption and GHG emissions from the
activities of the Group during the period
from 1 January 2025 to 31 December 2025.
Our total GHG emissions, reportable under
Streamlined Energy and Carbon Reporting
(
SECR
)
during the period specified above,
were 14,138 tonnes CO
2
e. This figure has
been derived using the UK Government’s
most recent GHG Conversion Factors for
Company Reporting
(
2025
)
and other
appropriate emission factors. This is in line
with standard industry practice and allows
fair comparison with other UK businesses.
The scope 3 emissions presented in Table 3
include transmission and distribution
(
T&D
)
losses and emissions from business travel
in private vehicles
(
grey fleet
)
, in line with
previous submissions.
A full scope 3 inventory is presented in
Table 1 on page 41.
The Group’s SECR reported that scopes 1, 2 &
partial scope 3
(
grey fleet and T&D losses
)
GHG emissions were 10.6% lower than in the
2024 reporting period. This resulted in the
Group achieving an emissions intensity of
0.105 tonnes of CO
2
e per tonne of product
during 2025.
Energy efficiency initiatives
and SECR reporting
The UK’s Streamlined Energy and Carbon
Reporting Regulations
(
SECR
)
require
companies to provide information in our
Directors’ Report on the energy efficiency
initiatives carried out during the financial
year. A number of our production sites
operate an energy management system
certified to the international standard ISO
50001, and we have production sites that
are included in the UK Government Climate
Change Agreement
(
CCA
)
scheme. During
2025, the business complied with the UK’s
Energy Savings Opportunity Scheme
(
ESOS
)
Phase 3 compliance deadline, with site-
based energy audits and the identification
of energy-saving projects. These, along with
CCA audits and the continuous improvement
required by ISO 50001, have given the sites
and the Group a wide range of energy
reduction programmes to take forward in
the short term.
During 2025, we achieved a reduction of 1.6%
in energy consumption
(
see Table 4
)
.
Our focus on reducing scopes 1 & 2
emissions, measured by absolute emissions
and emissions intensity, alongside the Genuit
Business System, and energy efficiency
programmes are supporting improvements
in both carbon emissions reduction and
improvements in energy efficiency.
UK legislation requires the public reporting
of scopes 1 & 2 emissions, with the reporting
of scope 3 emissions for quoted companies
being optional. Tables 2 and 3 present
limited scope 3 emissions resulting from
the losses associated with the use of grid
electricity and grey fleet use, in order to
maintain year-on-year comparisons. Full
reporting of scope 3 emissions is shown
in Table 1 on page 41.
Table 2: Group GHG emissions (tonnes CO
2
e) by source and reporting period
for SECR reporting
Source
2025
2024
Change
Percentage
share
Fuel combustion
(
stationary
)
3,957
3,836
3.2%
27.9%
Fuel combustion
(
mobile
)
8,315
9,390
11.5%
58.8%
Fugitive emissions
(
F-gas
)
6
57
89.2%
0.04%
Purchased electricity, T&D
losses and grey fleet
1,860
2,536
26.7%
13.2%
Total emissions
(
tCO
2
e
)
14,138
15,819
10.6%
100%
The 2025 emissions figure for purchased electricity given above (and used throughout) reflects our investment in a zero-carbon
electricity tariff for the majority of the estate. In the terms of the GHG Protocol, this is called ‘market-based’ reporting, as opposed to
‘location-based’ reporting. Location-based reporting does not take into account the electricity supply contracts that a company has
and instead uses a national carbon emissions factor for electricity. Following the location-based methodology (which is required to
be reported under SECR regulations alongside market-based figures), our 2025 emissions from electricity were 12,765tCO
2
e (excluding
transmission and distribution (T&D) losses and grey fleet), giving total emissions of 25,043tCO
2
e and an intensity of 0.206tCO
2
e per
tonne of production – a 20.3% reduction year-on-year.
Strategic Report
42
When the SECR-related emissions are split by
type, as shown in Table 2, it is fuel combustion
in transportation and the combustion of fossil
fuels at our sites that make up the largest
portion of the portfolio, at 86.7%.
Table 4 below shows the total energy
consumption for the Group and the split
in energy source/fuel type. We can see a
reduction in energy consumption for other
fuels, including natural gas for heating and
transport fuel, year-on-year. The Group
energy consumption, shown in megawatt
hours (MWh) by type and reporting
period, was as follows:
Table 3: Group GHG emissions (tonnes CO
2
e) by scope and reporting period
for SECR reporting
Emissions scope
2025
2024
Change
Percentage
share
Scope 1
12,278
13,063
6.0%
86.84%
Scope 2
468
1,264
63.0%
3.31%
Scope 3
(
limited scope
)
*
1,392
1,492
6.7%
9.85%
Total emissions
(
tCO
2
e
)
SECR*
14,138
15,819
10.6%
100%
Total emissions
(
tCO
2
e
)
of
scopes 1 & 2
12,746
14,327
11.0%
Output
(
tonnes of production
)
121,487
115,138
5.5%
Intensity
(
tCO
2
e per tonne of
production
)
0.105
0.124
15.7%
* Scope 3 emissions resulting from the transmission and distribution losses associated with the use of grid electricity and the grey
fleet, which is defined as the use of personal vehicles used for business purposes.
Table 5: Energy consumption (MWh) by type and reporting period
Territory
Scope
tCO
2
e
MWh
UK
1
12,181
52,289
Global
97
440
UK
2
418
68,428
Global
50
1,617
UK
3
*
1,363
6,058
Global
29
128
Total
14,138
135,960
* Scope 3 emissions resulting from the transmission and distribution losses associated with the use of grid electricity and the grey
fleet, which is defined as the use of personal vehicles used for business purposes.
Table 4: Energy consumption (MWh)
by type and reporting period
Emissions scope
2025
2024
Change
Percentage
share
Other fuel
(
MWh
)
(
including transmission and
distribution losses
)
27,214
26,671
2.0%
20.0%
Transport fuel
(
MWh
)
38,701
39,976
3.2%
28.5%
Electricity
(
MWh
)
(
delivered
)
70,045
71,547
2.1%
51.5%
Total consumption
(
MWh
)
135,690
138,194
1.6%
100%
UK and global consumption
A requirement of SECR reporting for
applicable companies is that they provide
information on the split of their scopes 1, 2 &
3 emissions, divided between those that are
emitted by UK sites and those emitted by
sites in their portfolio outside of the UK.
Strategic Report
43
Pathway to Net-Zero
1. The journey so far
– Carbon intensity decreased
by 61.6%
– Recycled content at 50.6%
– Scopes 1 & 2 emissions
decreased by 39.4% from 2021
– 98.7% of purchased electricity
comes from renewable
sources
– Emissions from purchased
raw materials have
decreased by 38.1%
since 2021%
– 32% of suppliers by emissions
covering purchased goods
and services had their own
climate-change targets
2050
2027
2040
2021
2019
Near term
Medium term
By 2050,
we will reach
net-zero
By 2027,
we will reduce
scopes 1 & 2 GHG
emissions by 30%
Long-term net-zero
3. Scaling up and driving
down emissions
– Driving down scope 1
emissions from production
activities
– Fully decarbonising transport
emissions
– Adoption of innovative raw
materials when available
– Decarbonisation of the value
chain through supply chain
science-based target
commitments
– 100% purchase of renewable
electricity
4. Delivering net-zero
– Deeper decarbonisation
of the Group operations
– Advanced circular
economy activities
– 90% reduction in absolute
scopes 1 & 2 GHG emissions
by 2050
– 90% reduction in absolute
scope 3 GHG emissions
by 2050
2. Leading the pack
– Aligning ambitions with
climate science through the
setting of science-based
targets
– Decarbonising our own
site operations
– Reducing emissions from
transport with plug-in hybrid
electric vehicles
(
PHEVs
)
or
full electric vehicles
(
EVs
)
and biofuels
– Reducing embedded carbon
from new materials and using
recycled polymer content
– 30% reduction in absolute
scopes 1 & 2 GHG emissions
by 2027
90%
Strategic Report
44
The Group is committed to achieving a 90%
reduction in scopes 1 & 2 and a 90% reduction
in scope 3 emissions by 2050. In making these
commitments, Genuit has set defined targets,
which are required as part of our climate-
related transition plan and Pathway to Net-Zero.
Goods purchased for the manufacture of
products account for the majority of our GHG
inventory
(
scopes 1, 2 & 3
)
. In the medium and
long term, reducing this aspect will be key to
achieving net-zero by 2050. The embedded
carbon in these purchased raw materials
derives from the primary products of the
polymers and metals. In line with circular
economy thinking and industry-recognised
practices, once materials go through their
first use and come back into the raw
material supply chain, the primary
production and embedded carbon is no
longer associated with the material, to
avoid double-counting. Therefore, recycled
materials or materials made from recycled
content offer the most obvious low-carbon
solutions in the short to medium term,
thereby securing our position as one of the
leading consumers of recycled polymers.
In the short and medium terms, the switch
from virgin materials to recycled materials is
clear. In the longer term, low-carbon primary
materials are likely to become available as the
primary materials supply chain decarbonises
in line with a net-zero trajectory.
Furthermore, new and innovative materials
such as bio-polymers are likely to become
more viable, offering a lower embedded
carbon content than conventional materials.
These innovations will be crucial where
applications do not allow for the use of
recycled materials. Bio-polymers are
materials where the base component is
produced from natural sources, for example
by being chemically synthesised from a
biological material.
A key element to achieving our Pathway to
Net-Zero is the setting of challenging targets
in the short term to provide the impetus for
continuous progression and to remain on
the required trajectory. As part of this
journey, and since 80% of our total GHG
inventory is in our purchased goods, i.e. the
raw materials we buy to manufacture our
finished goods, supply chain engagement is
crucially important. We have set ambitious
scope 3 targets in terms of the absolute
reductions of emissions and also by
requiring 83% of our suppliers by GHG
emissions to adopt science-based targets.
We understand our leadership role in giving
clear signals to the supply chain and
working with our partners to achieve the
carbon reductions required to avoid the
worst effects of climate change.
Pathway to Net-Zero definitions
What does ‘carbon neutral’ mean?
Although ‘carbon neutral’ is often used
interchangeably with ‘net-zero’, the two
are not the same. In general, when
companies claim carbon neutrality, they
are counterbalancing CO
2
e emissions with
carbon offsets, without necessarily having
reduced emissions by an amount that is
consistent with reaching net-zero at the
global or sector level
(
science-based
targeted reductions
)
.
Products that directly reduce or mitigate
emissions during the life cycle may be
described as carbon neutral if rigorous
assessment shows this to be the case.
Individual products may also be considered
carbon neutral if residual emissions are
offset by other carbon reduction activities
and a third party assessment has verified
the claim. These third parties are developing
processes to verify and approve carbon-
neutral claims. This is a developing area of
product declaration and one that the Group
is evaluating.
What does ‘net-zero’ mean?
Net-zero is a state of balance between
anthropogenic
(
man-made
)
emissions of
greenhouse gases
(
GHG
)
and anthropogenic
(
man-made
)
removals. Net-zero GHG
emissions must be achieved at the global
level to stabilise temperature increases.
The SBTi net-zero standard outlines what
companies need to do to enable the global
economy to achieve net-zero by 2050.
Companies must take action to halve
emissions before 2030. Likewise, long-term
deep emissions cuts of at least 90% made
before 2050 are crucial for net-zero targets to
align with current thinking on climate science.
Our net-zero target boundary includes all
scopes 1, 2 & 3 emissions, both upstream
and downstream.
What is the ‘Science Based Targets
initiative’ (SBTi)?
The SBTi is a partnership between the
Carbon Disclosure Project
(
CDP
)
, the United
Nations Global Compact, the World
Resources Institute
(
WRI
)
and the World
Wide Fund for Nature
(
WWF
)
.
The SBTi’s goal is to enable companies
worldwide to achieve what climate science
requires of the global economy, to halve
emissions by 2030, and achieve net-zero
before 2050.
The SBTi develops criteria and provides tools
and guidance to enable businesses and
financial institutions to set GHG emissions
reduction targets in line with what science
tells us is needed to keep global heating
below 1.5°C.
As previously highlighted, the Group has
received approval for its near and long-term
targets from the SBTi.
What are ‘science-based targets’?
Science-based targets provide a clearly
defined pathway for companies to reduce
greenhouse gas
(
GHG
)
emissions, helping to
prevent the worst impacts of climate change
and future-proof business growth.
Targets are considered ‘science-based’ if
they are in line with what the latest climate
science deems necessary to meet the goals
of the Paris Agreement; limiting global
warming to 1.5°C above pre-industrial levels.
We are committed to long-term Group-wide emission
reductions in line with net-zero and the Science Based
Targets initiative (SBTi). We have responded to the SBTi’s
urgent call for corporate climate action by committing to
align with 1.5ºC and net-zero through the Business Ambition
for 1.5ºC campaign. In June 2024, the SBTi approved our
long-term commitment to a 90% reduction in scopes
1, 2 & 3 emissions by 2050.
Strategic Report
45
We acknowledge the scale of action required and the role
that the construction industry and building material
suppliers play in increasing the resilience of the wider
economy against the threats posed by climate change.
Our business has evolved from its heritage in plastic pipes
and fittings to being a leading player in sustainable water
and climate management solutions, with sustainability at
the heart of what we do and forming the basis of our
strategic choices.
Our aim is to be the lowest-carbon supplier of choice
for our customers, and we understand that we need
to communicate our progress to our stakeholders in a
consistent and comprehensive way. Through collaboration
and the adoption of international frameworks, such as the
Task Force on Climate-Related Financial Disclosures
(
TCFD
)
and the Science Based Targets initiative
(
SBTi
)
, we aim to
give our stakeholders more insight into the processes and
evaluations behind our strategic decisions within the context
of climate change, providing detail on the year-on-year
progress that we have made in achieving them. We recognise
the benefits of embedding climate risk and opportunity
evaluation and action, along with climate-related financial
At Genuit, we understand the
serious threat that climate change
poses to our planet and recognise
our responsibility in mitigating and
adapting to its impacts through
sustainable business practices
and climate-resilient products.
disclosures, into our business risk management and
decision-making processes. You can read more about
our climate change targets on pages 39 and 40.
During 2025, we built on our 2023 and 2024 assessments and
continued to enhance our understanding and quantification
of risks and opportunities with the deployment of quantitative
analysis for both transition and physical risks and opportunities.
We worked with a third party to build bespoke scenario models.
These models enable the Group to analyse various possible
short to medium and long-term policy scenarios that may
have a financial impact over different time frames.
We outline further in this report the process that we followed
and the risks and opportunities that were identified, as
well as the quantitative and qualitative scenario analyses
conducted on those selected risks and opportunities.
The table below outlines where specific information
relevant to this TCFD disclosure can be found elsewhere
in this Annual Report and Accounts. Further signposting
is detailed in the sections that follow, where appropriate.
We comply with the Financial
Conduct Authority Listing Rule
6.6.6R(8) and make disclosures
consistent with the 2017
and amended 2021 TCFD
recommendations, along with
the recommended disclosures
across all four of the TCFD pillars
and s414CA and s414CB of
the Companies Act 2006.
We consider that sufficient information as shared in this Annual
Report and Accounts has been made available to make
the disclosures consistent with the TCFD framework.
TCFD pillar
TCFD recommendation
More detail
on pages
Governance
a
)
Board oversight
b
)
Management’s role
47
Risk management
a
)
Risk identification and assessment process
b
)
Risk management process
c
)
Integration into overall risk management
49 to 58
Strategy
a) Climate-related risks and opportunities
b) Impact on the Company’s business, strategy, and financial planning
c) Resilience of the Company’s strategy
49 to 58
Metrics and targets
a
)
Climate-related metrics to assess climate risks and opportunities
b
)
Scopes 1 & 2 and, if appropriate, scope 3 GHG metrics and the related risks
c
)
Climate-related targets and performance against targets
24, 32 and 34
39
40
46
46
Task Force on Climate-Related Financial Disclosures
Strategic Report
We recognise the importance of effective governance
for managing climate-related risks and opportunities.
The Board has overall responsibility for the Group’s internal
control framework and risk management systems. This
includes reviewing the effectiveness of the Group’s risk
and control processes and ensuring the identification,
assessment, and ongoing monitoring of risk
(
including
environmental matters and climate-related risks
)
. It
delegates the monitoring and management of these
risks and opportunities to the Risk Committee. Details of
the membership, activities, responsibilities, and frequency
of meetings can be found in our Risk Committee Report
on pages 123 to 128.
We are committed to assessing climate-related risks and
opportunities throughout our businesses, to support our
customers and the wider community with low-carbon
benefits
(
through our low-emissions products and services
)
,
or by mitigation against physical risks
(
such as flooding and
extreme heat
)
through integrated surface and drainage
solutions and through building cooling and ventilation
systems. It is a key factor in decision-making and is
considered by senior executives when setting ambitions for
Group strategy. During 2025, we continued to integrate the
monitoring, reporting and understanding of climate-related
risks and opportunities into our individual businesses.
Climate-related risks are reviewed and captured as part of
our principal risks and, where relevant, reviewed by the Risk
Committee. This structure allows the Board, management
teams and Committees to have adequate information to
make strategic and local decisions, with due consideration
for climate-related risks and opportunities. Details of the
governance reporting structure for the Group can be found
in our Governance Report on page 96, and the risk
management process can be found on page 88.
Climate-related risks and opportunities in the context of
the TCFD framework are a standing agenda item at Risk
Committee meetings and were considered at the January,
April and October meetings during 2025. The Group’s climate
risk and opportunity register provides the Risk Committee
with climate-related risks and opportunities, along
with detailed assessments and updates of these risks
and opportunities where appropriate.
Governance
The Board oversees and approves
the Group’s strategy and cultural
framework, which includes
sustainability drivers and targets,
and has responsibility for the final
disclosures included within this report,
as well as our science-based targets
and Pathway to Net-Zero. The Chief
Executive Officer is ultimately
responsible for the implementation
of this strategy and climate-related
risk management. Responsibility for
identifying and monitoring climate-
related risks and opportunities sits
with our Risk Committee, which is
chaired by our Chief Financial Officer.
The Board is updated after each meeting on the key
discussions and decisions made at the Risk Committee
meetings, in respect of climate-related risks and
opportunities. This is via a written report, as well as a
verbal update from the Risk Committee Chair, to allow
Board members to effectively challenge and question
the resulting decisions and outcomes. The Board also
has sight of any detailed analysis reports produced that
outline climate risks and opportunities relevant to the Group,
as part of this assessment, if relevant or available. These
discussions took place with the Board at each Board
meeting after each scheduled Risk Committee meeting.
Further detail on the Board meetings during the year can
be found in the Governance Report on page 105.
The Board monitors climate-related targets through the
non-financial KPIs relating to scopes 1, 2 & 3 emissions, as
outlined within the Strategy section of this Report on pages 2
and 24. Most notably, this includes our commitments to
carbon reduction and continuing to reduce the
environmental impact originating from raw materials.
Sustainability has always been at the heart of what we do,
and sustainability targets are embedded in our long-term
incentive plan, with carbon reduction targets being a key
element of this. This further reflects the importance of
sustainability to the Group by incentivising senior leaders
to continue to drive the sustainability agenda. More detail
on how these incentives are structured can be found in
our Directors’ Remuneration Report on pages 142 to 168.
Strategic Report
47
Climate change was first included as a principal risk in 2021,
and the outcomes of the subsequent TCFD assessments
have enabled more accurate conclusions in respect of
mitigations, and impact in accordance with the Group’s
risk management framework. Since 2023, the Group’s use
of quantitative scenario modelling for transition and
physical risks and opportunities have enabled a deeper
understanding of the progression of mitigating actions and
key performance indicators, resulting in a reduced overall
net scoring to climate as a principal risk. Further details on
the structure of the Group’s risk management framework
and climate risk as a principal risk can be found in our
Principal Risks and Uncertainties on pages 87 to 94 of the
Strategic Report.
Taking ownership of climate change risk at all levels within
the Group is fundamental to the accurate identification and
mitigation of climate-related risk. Business leaders present
reports to the Risk Committee on a rotational basis; these
include any climate-related risks and mitigating actions.
Methods and mitigation for managing these risks are
communicated by senior management to the businesses.
This ensures full integration into risk reporting processes
and consistency across the Group.
Led by the Chief Strategy and Sustainability Officer
(
an Executive Leadership Team member and a member
of the Risk Committee
)
and supported by the Group’s
Sustainability Director, during the year, the climate-related
risks and opportunities risk register was reviewed and
updated in line with the risk management framework
and the latest quantitative analysis. Updates were made
to reflect changes in the Group’s assessment of the risks
and opportunities identified, and these were shared with
the Risk Committee, as previously described. There is
an opportunity for challenge and scrutiny by the Risk
Committee of the climate-related risks and opportunities,
prior to their submission to the Board, which ensures that
adequate approvals are in place for any significant
changes. At its meeting in April 2025, the Risk Committee
approved the identified transition and physical risks and
opportunities, which underwent an additional quantitative
scenario analysis, to obtain a greater understanding of
their financial impact.
To assist with the completion of the approved quantitative
scenario analysis, we engaged a leading sustainability and
environment consultancy to develop bespoke scenario
models. For transition and physical risks and opportunities,
the models enable the Group to analyse various possible
short-, medium- and long-term scenarios and how they
may impact the business.
The output from these models was integrated into the
climate risk register and presented to the Risk Committee
for review and approval. The final risks and opportunities,
deemed most important and significant to the Group were
selected for disclosure in this Report. These are detailed and
disclosed on pages 51 to 58 and include the latest analysis
performed in 2025.
Undertaking this analysis and discussing the methodology
and outputs with the Risk Committee has provided further
educational opportunities regarding the increasing impact
of climate-related risk on the Group’s operations, also
confirming the opportunities that it presents, which are
linked with the Group’s strategy.
In order to ensure that the Group is informed of future
regulatory directions, we engage with industry bodies
within the UK and Europe, such as the Construction Products
Association
(
CPA
)
, The European Plastic Pipes and Fittings
Association
(
TEPPFA
)
, the British Plastics Federation
(
BPF
)
,
Future Homes Hub and the British Electrotechnical and Allied
Manufacturers’ Association
(
BEAMA
)
, and provide expert input
where required. These form key inputs into our assessment
of identified transition risks relating to carbon tax, climate
reporting obligations and the physical risk of material supply.
It is important to continuously review and update our
analysis, which provides the basis for risk and opportunity
assessment and disclosure. The Group will continue to
review and update its analysis on climate-related risks and
opportunities, enabling the Risk Committee to determine
whether the considerations are adequately reflected in the
Group’s strategy. It will continue to drive the integration of
climate-related risks into the risk management framework
across the Group, as well as monitoring the opportunities it
presents, ensuring that progress continues to be adequately
reported to the Board.
Risk management
The Group understands the
importance of monitoring climate-
related risks and opportunities
across its businesses and
manages changing environmental
regulations and disclosures through
impact assessments and reviews
of its risk register. Formal review
and ongoing management of the
risk register is the responsibility of
the Risk Committee.
Strategic Report
48
48
Task Force on Climate-Related Financial Disclosures continued
We are aware that transitioning into a lower-carbon
economy may entail changes to policy, legal, technological,
or other market changes that may cause varying levels of
financial and reputational risk to us as a Group. Nonetheless,
sustainability is core to our commercial strategy.
As part of our assessment of climate-related risks and
opportunities, we have identified the transition and physical
risks that climate change poses that we seek to address
and mitigate. However, we acknowledge that with these
risks comes various opportunities, given our Sustainability
Framework
(
read more on pages 34 to 36 of the Strategic
Report
)
. It should be noted, therefore, that whilst climate
change is assessed to be a principal risk, this is based on
the potential impact and likelihood over the medium and
longer term. In our short-term scenarios, we do not consider
the Group to be at significant risk of adverse impact from
climate change. In the medium term, this risk increases;
however, we are well positioned to help mitigate climate-
related risks through supporting our customers in providing
low-carbon and climate-resilient solutions. In preparing the
Group’s financial statements, we have considered the
impact of climate-related risks on our financial position
and performance, and have not identified any significant
adverse impact on the financial statements.
Time horizons
consider when the risk
could likely have an impact. Associated
impacts were considered under current
operating levels, using the following time
horizons, in accordance with our risk
management framework.
As part of the input to the Viability Statement, the Group
assesses climate change and its impact over a three-year
time horizon. During 2025, a review of climate-related risks
and opportunities was conducted to identify those that could
impact strategy and financial planning across our operations
and Business Units. Due to the nature of our operations, we
are well placed to support customers in tackling the impact
of climate change, particularly the increase in severity and
frequency of extreme weather events. This provides significant
opportunities through the development of low-emission and
climate-resilient products and services. The climate-related
risks and opportunities review considered the current
operations across the Group without any future strategic
changes, and was based on inherent risk, to give a clearer
picture of the actual risks and opportunities. This review was
then used to assess the residual risk, following any
implementation of appropriate mitigations.
The short-listed risks and opportunities were evaluated
further to consider the likelihood of the risks occurring and
the potential severity of the impact on the Group and those
deemed significant. Significant risks are defined as those
that have potential to make a considerable impact on our
operations, strategy or financial performance if they are not
suitably controlled. Significant opportunities are those that
have the potential to enhance the financial performance
of the business. Five risks
(
two being physical, and three
transitional
)
and three opportunities were identified as
having the greatest combination of probability and impact
and, consequently, being of significance to the business.
Strategy
Climate change continues to
pose significant challenges
to the built environment.
Short term
This covers the current year, plus our
outlook for budgets and short-term
financial planning, and assessments
such as viability statements.
Medium term
This period is consistent with our
view on SBTs and Genuit’s Pathway
to Net-Zero.
Long term
This time period extends beyond our
current knowledge on legislation and
regulatory changes, but considers an
extrapolation of trends and themes
up to 2050.
Short term
(0-5 years)
(5-10 years)
Medium term
(10+ years)
Long term
Strategic Report
49
Given the profile of our revenue streams in 2025, with c.89%
being derived from the UK, the primary jurisdiction for an
evaluation of our net-zero commitments is the UK, and we
are in line with the UK Government’s current targets. Should
this profile alter, we will seek to ensure that we are in keeping
with the relevant jurisdiction targets as part of our economic
evaluation of those opportunities.
Following the identification and assessment of climate
risks and opportunities relevant to our businesses through
engagement with key stakeholders, we carried out
quantitative and qualitative climate scenario analysis on
a subset of the most significant risks and opportunities.
The potential impacts of these risks and opportunities
were assessed under a selected set of climate scenarios.
These identified risks and opportunities are a key factor in
the financial and operational planning process, both for
long-term strategic decision-making and in the short to
medium term. Our Pathway to Net-Zero transition plan,
as detailed on page 44 and 45, is based upon the 1.5ºC
Business Ambition on achieving a 90% reduction in total
GHG emissions by 2050. In the short term, this is supported
by our SBTs for 2027. In order to achieve these goals, our key
focus is on continuing to drive out carbon across scopes 1, 2
& 3, and, in doing so, mitigate the risks identified in this
Report. During 2025, as part of our Pathway to Net-Zero, we
expanded and evolved the projects supporting our SBTs
and identified our longer-term actions to achieve net-zero.
Given the significance of the carbon impact of virgin
polymers, much of our focus is on continuing to increase
and maintain our usage of recycled materials.
This assessment was performed to gain a better
understanding of the resilience of our business model
and strategy to the potential impacts of these risks and
opportunities under hypothetical climate scenarios and
outcomes. During this analysis, our climate risks and
opportunities were considered against the following
reference time horizons within the public scenarios of
short-term, 0-5 years
(
<5 years
)
, medium-term,
(
5-10 years,
2035
)
and long-term,
(
10+ years, 2050
)
. 2035 and 2050 are the
typical milestones included within public scenarios against
which hypothetical climate outcomes are described. These
referenced time horizons are broadly aligned with
the business-specific time horizons against which we have
identified and assessed our climate risks and opportunities.
Furthermore, these time frames align with our short-
medium-term business planning processes and our
longer-term strategic overview.
The shortlist of risks and opportunities included in this
analysis are set out in the table below. The relative
magnitude and materiality of each of these risks and
opportunities was assessed using the Group risk
management framework and probability impact matrix,
within the context of the different climate scenarios. This
assessment excludes the impact of any current or future
mitigating actions. Overall, transition risks were found to
have the highest potential impact in the short to medium
term, with carbon taxes and supply chain disruption
representing the greatest potential impact under all
transition scenarios examined. Transition opportunities
were found to have the most potential positive impact in
the medium to long term. The opportunity arising from
the demand for low-emissions products and services is
dependent on the transition to a low-carbon economy.
The opportunity arising from the increased demand for
flood mitigation technology is reliant on the impact of
physical risk, where in flood risk is enhanced. In contrast,
physical risk is expected to have the most significant
potential impact in the longer term under the worst-case
warming scenario examined. Following the risk assessment
and subsequent scenario analysis, we believe that our
business strategy shows resilience to the impacts of
climate change up to the medium term. Nonetheless, in
line with our periodic strategic review and risk management
processes, we will adjust and introduce mitigating measures
as required.
Warming trajectory by 2100
Transition scenarios (IEA)
1
Physical scenarios (IPCC)
3
1.5°C
Net Zero Emissions
(
NZE
)
<2°C
Announced Pledges Scenario
(
APS
)
SSPI
4
–2.6
2
(
low challenges to mitigation and adaptation
)
2–3°C
Stated Policies Scenario
(
STEPS
)
SSP2–4.5 and SSP3–7.0 for supply chain disruption and
physical risk
(
medium to high challenges to mitigation
and adaptation
)
>3°C
SSP5–8.5
(
high challenges to mitigation, low challenges
to adaptation
)
1
IEA – The International Energy Agency has constructed scenarios to assess different transition pathways based on varying assumptions of how the energy system
may evolve.
2
RCP – Representative concentration pathways are commonly used by climate scientists to assess physical climate risk. Each pathway represents a different greenhouse
gas concentration trajectory, each of which is associated with varying levels of impact. Physical climate impacts are expected to be lowest and greatest under RCP 2.6
and RCP 8.5, respectively.
3
IPCC – The Intergovernmental Panel on Climate Change’s RCPs are the market-accepted reference scenarios that outline the possible consequences of climate change.
4
SSPs – Shared socio-economic pathways illustrate different socio-economic contexts or baselines i.e. technological, economic and demographic contexts
,
in the absence
of further climate policy i.e. technological, economic and demographic contexts.
These climate scenarios were selected because they:
Align with the TCFD recommendations to assess business resilience under different climate-related scenarios,
including a <2°C scenario.
Consider up to a 2050 time frame, which aligns with the Paris Agreement and other governmental net-zero 2050 targets.
Broadly align with scenarios commonly used in TCFD reporting, facilitating better comparison between disclosures.
Include reputable and broadly used data and assumptions.
Strategic Report
50
50
Task Force on Climate-Related Financial Disclosures continued
Climate-related risks and opportunities
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Climate reporting obligations
Potential financial
impact if we are
perceived by
stakeholders as
failing to meet
climate reporting
expectations/
requirements or
reporting poor
performance
against climate
commitments.
Transition
Policy &
Legal/
Reputation
Financial: Additional
costs due to
increased reporting
requirements and
stakeholder demands.
Loss of investor
confidence if we are
seen to be climate
greenwashing,
impacting access
to capital.
The Group has
access to external
resources and has
representatives
on national and
international working
groups. As such,
we ensure that we
have good sight
of changes that
impact the business.
(1.5°C) Early Action – This
scenario sees the greatest
requirements for additional
analysis, reporting and
disclosure, in line with the other
requirements but with much
greater coverage and the
likelihood of occurring sooner.
Genuit’s climate reporting
obligations span multiple
frameworks and functions,
creating an operational burden
that is increasingly material in
terms of cost, capacity, and
compliance risk. Activities are
focused on key priorities and
mandatory elements and has
access to third party support in
order to adapt resource levels
in the event that a new
requirement emerges.
The Group actively engages
with national and international
trade associations, and these
help with horizon scanning to
allow time for appropriate
planning for upcoming new
requirements.
During 2025, quantitative
scenario analysis was
completed, and the results
presented here reflect the latest
analysis.
Time horizon
Short to medium
Metrics
ESG reporting and disclosures
such as CDP, EcoVadis and
S&P Global Sustainability
Reporting
Targets
Complying with mandatory
and key voluntary reporting
requirements
(<2°C) Late Action – Similar to
BAU, with earlier adoption and
slightly increased coverage.
(>3°C) Business as usual
(
BAU
)
– We see incremental
demands for assurance, the
adoption of mandatory
transitional planning and
disclosure, the roll out of
product declarations that
include carbon assessments,
increased coverage of UK
Emissions Trading Scheme and
Carbon Border Adjustment
Mechanism administration and
other mandatory disclosure
requirements.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Strategic Report
51
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Business interruption and damage to assets
The potential
financial impact
of damage to and
closure of the
Group’s offices,
warehouses
and factories
caused
by extreme
weather.
Physical
Acute/
Chronic
Financial: Reduced
revenue due to
closure of sites;
increased repair/
capital costs due
to weather damage;
increase in insurance
premiums; reduced
revenue and
higher costs.
Operations: Sites
could close while
repairs take place; risk
of impacts
of changing climate
on employee working
conditions.
The Group internally
assesses the controls
in place to deal
with site-level
business interruption.
The Group is audited
by our insurers who
review Group business
continuity and
interruption.
SSP1-2.6
(
<2°C
)
The frequency
and size of event including
heavy precipitation, flood, wind
and drought are likely to
increase. An increase in the
frequency of extreme coastal
flooding events due to sea-
level rise is very likely.
The gross risk of business
interruption and damage to our
assets is broadly consistent in
terms of surface water flooding.
Financial impacts are expected
to be greatest under the >3°C
scenario and may include:
– increased costs in the
medium to long term, due to
damage and disruption from
extreme weather events
requiring asset restoration.
– revenue lost due to business
disruption in the medium to
long term under all
scenarios.
– reduction in asset values due
to increased exposure to
physical risk.
The results presented here are
gross, and are not indicative of
any current mitigations. The
Group holds insurance that fully
mitigates the gross risk.
Furthermore, we have business
interruption plans and
mitigation strategies in place.
During 2025, quantitative
scenario analysis was
completed and the results
presented here reflect the latest
analysis.
Time horizon
Medium to long
Metrics
Annual carbon inventory
Proportion of sites deemed at
flood risk during the annual
review process
Targets
No worsening of flood
risk assessment
SSP2-4.5
(
2-3°C
)
Similar
worsening of flood risk
assessment to trends observed
in Scenario SSP1-2.6, with
increases in the frequency and
size of extreme weather events.
SSP5-8.5
(
>3°C
)
Compared to
Scenario SSP1-2.6, a marked
increase in the frequency and
severity of extreme weather
events is projected. Heavy
precipitation and drought
events are likely to double in
frequency versus SSP1-2.6.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Climate-related risks and opportunities continued
Strategic Report
52
52
Task Force on Climate-Related Financial Disclosures continued
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Carbon taxes
The potential
financial impact
of current and
future potential
carbon taxes
applied to our
own operations
and supply chain.
Transition
Policy &
Legal
Financial: Increase in
operating costs,
driven by indirect
carbon taxes passed
to the Group through
its supply chain and
direct carbon taxes
on manufacturing
activity. These ‘taxes’
could be delivered
through existing
measures, such as the
UK and EU’s Emissions
Trading Scheme.
Operations:
Requirement for more
comprehensive data
assurance and
verification of scopes
1, 2 & 3 carbon
emissions.
The Group continually
monitors changes in
tax legislation through
internal specialists
and with guidance
from our advisers.
Changes that impact
the Group are
communicated to
the Board and action
is taken where
appropriate. Our SBTs
and journey to
net-zero will mitigate
our exposure to
carbon-related tax.
(
1.5°C
)
Early Action – Early
implementation of a carbon
pricing mechanism to all
economies with a net-zero
commitment. 2030: £114/tCO
2
2050: £203/tCO
2
.
Based on quantitative financial
modelling, the potential
impacts of carbon taxes and
other carbon policy measures
applying a carbon cost to our
scopes 1, 2 & 3 were examined
and quantified. Overall, the
impacts are predicted to be
potentially significant under
both the NZE and APS scenarios
in the medium to long term.
Carbon taxes are expected to
increase in line with national
governments’ commitments to
decarbonise, especially those
committed to net-zero by 2050
or earlier. Given that our value
chain predominantly operates
in countries with net-zero
commitments, this could result
in the following potential
financial implications:
– increased expenditure due
to the cost of carbon taxes
and indirect costs passed
through our supply chain;
– we may have to absorb
this cost, leading to
reduced profit margins; and
– alternatively, we may need to
increase prices, potentially
impacting
our competitiveness.
During 2025, this risk was
reviewed in accordance with
the risk management
framework, as outlined earlier
in this report, and there was
no change in its assessment.
Time horizon
Medium
Metrics
GHG emissions, scopes 1, 2 & 3
Non-financial KPI, Vitality Index
Targets
Tracking and disclosure of
recycled materials
2027 target of 30% reduction
in scopes 1 & 2 emissions
from the 2021 base year
2027 target of 13% reduction in
scope 3: category 1: ‘Purchased
Goods and Services’ emissions
from the 2021 base year
83% of suppliers by emissions
covering purchased goods
and services will have
science-based targets
by 2027
(
<2°C
)
Late Action – Pricing
mechanisms are introduced
later on and at lower rates.
2030: £109/tCO
2
2050: £162/tCO
2
.
(
>3°C
)
Business as Usual
(
BAU
)
– Only existing or announced
carbon pricing schemes are
applied under lower rates. 2030:
£97/tCO
2
2050: £109/tCO
2
.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Strategic Report
53
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Increased raw material costs
The potential
financial impact
of the increased
demand for
low-carbon
materials causing
reduced supply
and increased
cost. This could
lead to challenges
in competitive
pricing and
reduced profit
margins.
Transition
Market
Financial: Reduced
revenues due to the
limited supply of
materials; reductions
in profit margins as
materials required
to aid the transition
to net-zero increase
in price.
Operations:
Challenges
in continuing
operations or a
reduction in product
offerings if materials
become too costly.
The Group has
established
relationships with
several raw material
suppliers to ensure
competition across
its supplier base.
Our move to increase
our use of recyclate
also mitigates against
raw material volatility.
(
1.5°C
)
Early Action – A carbon
price is introduced
(
see, Impact
of Carbon Taxes
)
, increasing
the cost of carbon-intensive
materials. Advanced
economies increase their
demand for low carbon
materials to achieve net-zero.
Under each of these scenarios,
the demand for low carbon
materials is likely to increase as
the introduction of a carbon
price shifts consumer
preferences towards low-
carbon products and services.
Overall, the resulting financial
impacts could potentially be
significant under NZE in the
medium to long term:
– demand-side inflationary
pressure on the price of
these materials as supply
adjusts to market demand.
This may increase our
procurement costs, thereby
impacting our profit margin;
and
– in some cases, our ability
to procure low-carbon
materials may be affected,
which could impact the
fulfilment of customer
contracts and revenues
generated.
During 2025, this risk was
reviewed in accordance with
the risk management
framework, as outlined earlier
in this report, and there was
no change in its assessment.
Time horizon
Short to medium
Metrics
Non-financial KPI, Recycling
Margin over direct materials
Targets
Achievement of Group EBIT
margin targets
Tracking and disclosure of
recycled materials
(
<2°C
)
Late Action – Similar
to NZE, the introduction of
a carbon tax is delayed with
a lower carbon price. Demand
for low carbon materials is
expected to increase overall,
but at a lower rate than NZE.
(
>3°C
)
BAU – A carbon tax is
introduced for EU-based
suppliers for highly emitting
manufacturing activities.
Demand for low carbon
materials is expected to
increase at the lowest rate.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Strategic Report
54
54
Climate-related risks and opportunities continued
Task Force on Climate-Related Financial Disclosures continued
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Supply chain disruption
Potential financial
impact of
disruption to the
supply of raw
materials and
products, due to
increased
incidence and the
severity of
extreme weather
events.
Physical
Acute/
Chronic
Financial: Increased
price of raw materials,
particularly polymers,
resulting in reduced
profit margins.
Supply chain:
Disruption in
the supply of raw
materials could
reduce stock
availability and cause
delays in fulfilling
customers’ orders.
The Group monitors
and reviews its supply
chain and does not
rely on one single
supplier or geographic
region for critical
materials.
SSP1-2.6
(
<2°C
)
The frequency
and size of physical risks is likely
to increase, especially for
extreme heat events. Surface
water flooding risks remain
consistent through the
2030-2050 time period.
Based on quantitative financial
modelling using industry-
standard climate models and,
based on the location of
suppliers manufacturing sites.
Increased severity of climate-
driven weather events leads to
increased supplier disruption.
Of the physical risks assessed,
surface water flooding was the
greatest type of risk in the
medium and long term.
The analysis revealed a
geographical split of risks within
the current supply chain, with
surface water flooding being
a greater risk for UK suppliers
compared to extreme heat,
whereas extreme heat is a
greater risk than surface water
flooding for non-UK suppliers.
During 2025, this risk was
reviewed in accordance with
the risk management
framework as outlined earlier in
this report, and there was no
change in its assessment.
Time horizon
Medium to long
Metrics
Non-financial KPI, Recycling
(
use of recyclate reduces
exposure to internationally
sourced virgin raw materials
)
Targets
Tracking and disclosure of
recycled materials
2027 target of 13% reduction in
scope 3: category 1: ‘Purchased
Goods and Services’ emissions
from the 2021 base year
83% of suppliers by emissions
covering purchased goods
and services will have
science-based targets
by 2027
SSP3-7.0
(
2-3°C
)
Similar to
trends observed in SSP1-2.6,
with increases in the frequency
and size of extreme weather
events.
SSP5-8.5
(
>3°C
)
Compared to
SSP1-2.6
(
in 2050
)
, a marked
increase in the frequency and
severity of extreme weather
events is projected.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Strategic Report
55
Risk
Opportunity
type
TCFD
category
Potential impact
Actions to capitalise
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Low-emissions products and services
The potential
revenue
generated from
further developing
low-emissions
products
and services.
Transition
Products &
Services
Financial: Overall
revenue growth
from increased
sales of low-
emission products
and services.
Access to new
sources of finance.
Operations:
Reduced exposure
to increasing
carbon taxes,
due to the reduced
carbon intensity
of products.
Decrease in scope
3 GHG emissions.
A key pillar in the
Group strategy is to
provide lower carbon
products to the
market. The Group are
innovating techniques
to further reduce the
carbon content of our
products, as well as
improving operating
efficiencies. The Group
will continue the plan
to produce
Environmental Product
Declarations for its
products to assist
customers in making
informed decisions.
Our drive to increase
our Vitality Index is
also based upon
increasing our
revenues from low
carbon products.
(
1.5°C
)
Early Action – Early
implementation of climate
policy
(
see Carbon Taxes
)
and
consistent signalling to the
market by policy-makers is
expected to increase market
demand for low emissions
products and services.
Quantitative analysis has been
undertaken on specific
products to examine
the impact of market growth,
changes to regulation and
customer preferences.
The analysis revealed positive
opportunities for revenue
growth under the APS and
NZE scenarios.
Under a STEP scenario, static
regulatory requirements are
not creating the environment
to drive demand for lower
embodied carbon content for
building products. However,
customer preference for low
carbon products should drive
opportunities in the absence of
regulator drivers.
During 2025, this opportunity
was reviewed in accordance
with the risk management
framework as outlined earlier
in this report, and there was
no change in its assessment.
Time horizon
Medium
Metrics
Revenues from low carbon
products
Non-financial KPI, Vitality Index
Non-financial KPI, Recycling
Measuring the carbon content
of ranges, as per Environmental
Product Declarations
Targets
Tracking and disclosure of
recycled materials
2027 target of a 13% reduction
in scope 3: category 1:
‘Purchased Goods and
Services’ emissions from the
2021 base year
83% of suppliers by emissions
covering purchased goods and
services will have science-
based targets by 2027
(
<2°C
)
Late Action –
Similar to NZE; however, later
implementation of climate
policy and less consistent
signalling to the market by
policy-makers
(
i.e. via more
severe and more ambitious
measures, with shorter lead
times
)
is expected. This may
result in delayed market
demand for low-emissions
products compared to NZE.
(
>3°C
)
BAU – Policy and market
pressure are limited due to a
lack of policy ambition
compared to NZE and Early
Action. External forces driving
the innovation of low-emission
products and services are due
to customer preference and not
legal drivers.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
£<1m financial impact
Low opportunity
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56
56
Climate-related risks and opportunities continued
Task Force on Climate-Related Financial Disclosures continued
Risk
Opportunity
type
TCFD
category
Potential impact
Actions to capitalise
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Increased demand for flood mitigation technology
The potential
revenue
generated from
further developing
the Group’s water
management
solutions.
Transition
Market
Financial: Increased
revenue due to the
demand for reliable
drainage systems
and growing SuDS
requirements
in new major
developments.
Operations: Positive
reputational impact
through being a
part of a key
climate adaptation
strategy.
The Group continues
to develop water
management
solutions and pursue
opportunities to
expand its portfolio.
The Group recognises
the demand for a full
solution and is working
with customers and
partners, including in
relation to AMP8, to
provide
comprehensive
technology-based
solutions.
SSP1-2.6
(
<2°C
)
Heavy
precipitation and flood
events are likely to increase
in frequency and severity, albeit
to a lower extent than in the
other higher-emissions
scenarios.
The potential size of the
opportunity increases from
SSP1-2.6
(
<2°C
)
to SSP5-8.5
(
>3°C
)
. The financial opportunity
may be greatest under
scenario SSP5-8.5 in the
medium to long term, as the
market for flood mitigation
technology expands in line with
the increased frequency of,
severity of and exposure of new
areas to flooding events.
There is the potential for
significant increases in revenue
as demand for resilient
drainage systems increases
under higher-emissions
scenarios across all time
horizons.
During 2025, quantitative
scenario analysis was
completed and the results
presented here reflect the latest
analysis. This results in all
scenarios and time frames
returning a high opportunity
potential.
Time horizon
Short
Metrics
Measured via revenue from
qualifying product ranges
Targets
This is not disclosed, due
to commercial sensitivity
SSP2-4.5
(
2-3°C
)
Similar to
trends observed in SSP1-2.6,
with increases in the frequency
and size of extreme weather
events.
SSP5-8.5
(
>3°C
)
Compared to
SSP1-2.6, a marked increase
in the frequency and severity
of extreme weather events
is projected. Heavy precipitation
and drought events are likely
to double in frequency verses
SSP1-2.6.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
<£1m financial impact
Low opportunity
Strategic Report
57
Metrics and Targets
Following the implementation of our Sustainability
Framework in 2020, the Group identified the relevant metrics
and targets to monitor progress towards achieving its
sustainable goals. These metrics and targets formed part of
our strategic operations and informed our decision-making.
These were mapped against our identified climate-related
risks and opportunities enabling the risks and opportunities
to be adequately monitored and mitigated as required.
Additional metrics, such as revenue from qualifying product
ranges, margin over direct materials and a specific
proportion of sites seen as at risk of flooding, have been
included where relevant, to enable effective and targeted
monitoring on an annual basis.
A core element of our transition plan is our commitment
to being net-zero by 2050, which is based upon the 1.5°C
Business Ambition, and near-term science-based targets
with the Science Based Targets initiative
(
SBTi
)
for 2027, which
have been disclosed publicly and form part of management’s
incentive programmes. Our 2027 SBTi targets are our first
interim targets on our Pathway to Net-Zero and achieving
a 90% reduction by 2050.
In addition, we have set targets to reduce, in absolute terms,
our scope 3 emissions relating to purchased raw materials
and have a target for our suppliers of raw materials to adopt
science-based climate targets. Progress towards achieving
the targets forms part of the ongoing monitoring and
metrics identified. For more information on our progress,
see page 40.
Further information on our Pathway to Net-Zero transition
plan can be found on pages 44 to 45.
Further information on our externally validated long-term
net-zero targets can be found on page 39.
Details of scopes 1, 2 & 3 emissions are included in the
Sustainability section on page 41 within the Strategic Report.
Our non-financial KPIs in respect of recycling and greenhouse
gas emissions for the 2025 financial year are detailed on
page 2 of the Strategic Report. Progress towards achieving
our climate-change targets is included on page 40 of the
Strategic Report, and historical data for these targets can be
found in the Sustainability Report for 2025, which can be found
on our website.
Risk
Opportunity
type
TCFD
category
Potential impact
Actions to capitalise
Scenario analysis and results
Time horizon/metrics/targets
Short
(<5 years)
Medium
(2035)
Long
(2050)
Upstream supplier engagement
Increased
collaboration
with suppliers to
optimise the use
of lower-
emissions
materials and
products could
reduce overall
emissions and
support the Group
to achieve
net-zero.
Transition
Technology
and Market
Financial: Protection
from future
pass-through
decarbonisation
costs and increases
to carbon pricing.
Supply chain:
Greater
collaboration on
decarbonisation
and enhancements
to circular economy
thinking by the
greater use of
recycled raw
materials.
The Group continues
to increase the
use of recycled
raw materials.
The Group works with
the supply chain to
ensure that 83% of
suppliers by emissions
have a science-based
climate target by 2027.
(NZE 1.5°C) Early Action –
Material reduction in the free
allocation of carbon
allowances under the EU and
UK Emission Trading Schemes,
driving: 1) increased site
exposure to carbon pricing (in
the absence of free allocation)
and 2) increases in carbon
costs per carbon credit.
Supplier exposure to carbon
pricing and the level of carbon
costs were examined, using a
quantitative scenario analysis
model. Assumptions were
modelled around the future
reduction of free allocation, and
2035 was assumed to
be a common end point.
The analysis showed that cost
avoidance was possible
and beneficial, especially
under the NZE and APS
scenarios.
The analysis revealed the
potential cost avoidance by
maximising the recycled
content of the polymer
products and engaging with
the supply chain to ensure the
decarbonisation of virgin
material supplies.
During 2025, this opportunity
was reviewed in accordance
with the risk management
framework as outlined earlier
in this report, and there was
no change in its assessment.
Time horizon
Short/medium/long
Metrics
2027 SBTi and targets related
to carbon in the supply chain
Targets
Tracking and disclosure of
recycled materials
2027 target of 30% reduction
in scopes 1 & 2 emissions from
the 2021 base year
2027 target of 13% reduction in
scope 3: category 1: ‘Purchased
Goods and Services’ emissions
from the 2021 base year
83% of suppliers by emissions
covering purchased goods and
services will have science-
based targets by 2027
(APS <2°C) Late Action – Similar
to NZE, with a lower carbon
price and later reduction
in free allocation.
(STEPS >3°C) BAU – Similar
to APS, with a lower carbon
price and later reduction
in free allocation.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
<£1m financial impact
Low opportunity
Strategic Report
58
58
Climate-related risks and opportunities continued
Task Force on Climate-Related Financial Disclosures continued
Genuit
Business
System
Scan or click here to
learn more about
this topic
The Genuit Business System (GBS) is a key part of our Sustainable Solutions for Growth
strategy, and is how we operate. Rooted in lean principles, GBS enables us to work more
efficiently and productively, supporting the delivery of our purpose and strategy while
creating value for customers and stakeholders.
Chief Executive Statement
Strategic Report
59
Strategic Report
Strategic Report
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D
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T
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S
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e
Building a culture
of continuous improvement
Embedding the lean transformation
of our business, and fostering a culture of
continuous operational improvement and
excellence, remain central to how we create
value. The Genuit Business System
(
GBS
)
enables the Group to standardise processes,
share best practices and realise the benefits
of scale. It is a fundamental driver in our
journey towards achieving our medium‑term
operating margin target of greater than 20%.
We have continued to make strong progress
in embedding GBS as a standardised way
of working across the Group.
Our initial focus was on operational
processes within manufacturing, where
improvements could be implemented
at pace and deliver meaningful,
measurable benefits.
In 2025, we broadened the scope of kaizen
events to focus on effective strategy
deployment across our Business Units, and
saw the launch of a series of growth tools
across the Group.
Building leadership
capability to embed GBS
We recognise that fully embedding GBS
into our Group ethos will take time. It
depends on our senior leaders feeling
confident, empowered to apply its principles,
practices and tools in their day‑to‑day work,
leading by example.
In 2025, 93% of our Genuit Leadership
Team
(
GLT
)
participated in kaizen events.
Their involvement not only contributed to
meaningful operational improvements
but also provided hands‑on experience
with GBS methodologies, equipping leaders
with skills they could take and apply within
their own teams.
Strengthening and expanding
GBS
In 2026, we will extend the reach of GBS
beyond our top 100 leaders, engaging a
broader group of people managers across
the organisation and further building best
practice expertise in the GBS toolkit. This
expansion will strengthen awareness,
enhance capability at every level, and
embed the consistent use of GBS tools and
processes as a core driver of performance
and continuous improvement.
We are already seeing the benefits of wider
exposure to GBS. For example, following
participation in kaizen events, the Sky Garden
team has continued applying GBS tools
informally, using the skills gained to focus
on smaller, everyday problems with
discipline and intent. This demonstrates
how GBS can empower teams to adopt
a mindset of continuous improvement in
their business.
“GBS is about enabling improvement.
When we make processes easier, clearer and
more csistent, our teams can spend more time
custers, innovati and lg-term growth.”
Pete Kalet, Group Head of GBS
LOW RES IMAGE – 180DPI PASSABLE IF ONLY OPTION
Genuit Business System
Strategic Report
60
Strategic Report
Case study: Sky Garden production facility kaizen
Accelerating improvement through GBS
To support the Group’s lean transformation and embed
GBS, a targeted kaizen event was delivered at the Sky
Garden production facility. The event focused on
improving production flow, and strengthening day-to-day
operational control in order to increase site throughput
and support growth.
What we did
– Reorganised the facility layout to improve efficiency,
enhance workflow and create a safer working
environment for colleagues.
– Introduced Daily Management routines to track
performance, identify areas for improvement
and drive consistency in delivery.
– Brought together cross‑functional colleagues
to analyse processes, map issues and
co‑design solutions.
Our Trademark Behaviours in action
We take ownership:
colleagues took responsibility
for diagnosing issues, shaping solutions and committing
to follow‑up actions that ensure long‑term impact.
We find a better way:
teams challenged existing
practices, used data to uncover root causes and
designed improvements that are simple, effective
and sustainable.
We work together:
the kaizen brought over
20 colleagues from across the Group together,
fostering open collaboration and strengthening
shared accountability for results.
Building capability
Aligned with the lean principle of ‘leaders teach and
develop others’, the kaizen acted as a hands on
development forum. Participants gained practical
problem‑solving skills, strengthening operational
confidence and expanding GBS expertise.
Impact
This kaizen event helped to create a more efficient, safer
and better‑organised production environment, while
establishing Daily Management disciplines that will
support continuous improvement across the facility.
“
The best part of the Sky Garden kaizen was seeing
coeagues fr different areas ce together with e
goal – to make the wo safer, easier and more efficient. ”
Dawid Schornak, Production Manager, Sky Garden
Managing performance through GBS
GBS continues to play a central role in how we manage
performance across the Group. By using common tools
and routines, we are building a consistent and disciplined
approach to identifying issues, prioritising actions and
driving improvements that make a measurable difference
to operational performance.
GBS tools enable our teams to track performance in real time,
understand the root causes of variation, and focus on the
actions that deliver the greatest value. This structured approach
provides clarity for colleagues at every level, supports better
decision‑making and reinforces a culture where continuous
improvement becomes part of day‑to‑day work.
During the year, we saw strong adoption of Daily
Management practices, with over 50% of our sites now
using Daily Management tools to evaluate performance
and engage the workforce in resolving issues at source.
These routines give teams clear visibility of operational
metrics, encourage proactive problem‑solving and
strengthen accountability at a local level.
As we expand the reach of GBS across the Group, we
expect Daily Management and other core GBS practices
to become increasingly embedded. This will support
more consistent performance, enable faster escalation
and resolution of issues, and continue to build a stronger,
more improvement‑focused culture across our operations.
Over 50%
of sites now use Daily Management tools to
evaluate performance and engage the
workforce in resolving issues at source
Click or scan here to view
our case study video
Strategic Report
61
Strategic Report
Looking ahead
Our October ‘Your Voice’ survey asked colleagues
whether they understood how GBS contributed to
improving their day‑to‑day work and the results
highlighted a clear opportunity. Whilst many colleagues
see the benefits of specific improvement activities, overall
awareness of GBS and understanding of its direct impact
on the working environment can be strengthened.
In 2026, we will continue to build visibility and
understanding of GBS across the Group by increasing
the impact of the kaizen events we deliver. A significant
proportion of these will focus on sustainability and safety,
aligning our improvement activity with our core‑value‑
drivers and reinforcing the role that GBS plays in enabling
long‑term value‑creation. We also want more colleagues
to experience GBS first‑hand, through participation in
kaizen events in their area during the year.
During 2025, the vast majority of kaizen events were
facilitated by the central GBS team. To embed GBS
more deeply and sustainably, our ambition for 2026 is
to increase the number of trained facilitators across
the Group. Through dedicated facilitator development
programmes, we aim to build a community of 30+
trained facilitators, enabling improvement activity to
be driven locally and occur more frequently throughout
the year.
Strengthening communication will also be a priority. We
will enhance how we share success stories, highlight best
practices, and demonstrate the tangible benefits of GBS.
By making outcomes more visible, we aim to help
colleagues better understand the difference that GBS
can make – both to their own working environment and
to the Group’s operational performance.
Together, these actions will support wider adoption
of GBS, build capability at scale, and ensure that
continuous improvement becomes increasingly
embedded in how we work.
Case study: Rainwater operations at Polypipe Building Products
Driving efficiency and flow through GBS
As part of our ongoing roll-out of GBS, a focused
improvement event was delivered within the
Polypipe Building Products rainwater operation.
The activity centred on optimising workflow, improving
line balance and strengthening the daily routines
required to support consistent, high-quality performance.
What we did
– Mapped end‑to‑end processes to understand key
constraints and sources of waste along the rainwater
production flow.
– Redesigned workstation layouts and material
presentation to reduce movement and support safer,
more ergonomic working conditions.
– Introduced structured daily performance discussions
to track output, highlight issues early and build stronger
operational discipline.
– Supported teams in developing simple, visual standards
to improve clarity and consistency across shifts.
Our Trademark Behaviours in action
We take ownership:
operators and team leaders took
responsibility for analysing performance, identifying
bottlenecks and driving improvement actions.
We find a better way:
colleagues used data‑driven
problem‑solving to challenge long‑standing routines
and design clearer, more efficient ways of working.
We work together:
cross‑functional teams collaborated
to streamline processes, ensuring that improvements
reflected the needs of production, planning, maintenance
and quality.
Lean principles in action
Reflecting the lean principle of ‘Go and See’, teams
spent time at the production line observing how work was
actually performed, identifying real‑world obstacles and
validating improvement ideas directly with colleagues
doing the job. This hands‑on engagement strengthened
process understanding, built trust and ensured that
solutions were grounded in practical reality.
Impact
The rainwater improvements have delivered a safer
and more efficient production environment, enabled
smoother product flow, and strengthened Daily
Management routines. These enhancements support
ongoing performance gains and reinforce a culture
of continuous improvement across the Polypipe Building
Products site.
“Seeing immediate results fr
ideas generated the shop-floor
showed just how mu potential
we unlo when we listen to the
people closest to the wo.”
Ben Wingfield, Operations Director,
Polypipe Building Products
Genuit Business System continued
Strategic Report
62
Strategic Report
Click or scan here to view
our case study video
2025 saw another robust performance in
terms of both leading and lagging health,
safety and environment
(
HSE
)
Key
Performance Indicators:
– Leaders have continued to lead from the
front. Our senior leaders at sites are now
routinely conducting monthly Leadership
Tours, including at our newly‑acquired
sites. There has been an average of 80
tours per month throughout 2025.
– Employees have continued to engage
and contribute to identifying, reporting
and resolving hazards and near misses in
relation to which 32,000 were reported in
2025. Furthermore, close‑out rates are now
at 88%.
– Lost Time Accident rate improved by 34%.
– Minor accident frequency continues to
improve and is now at its lowest recorded
rate of 2.91%; a 23% improvement on 2024.
We have continued to improve our ability
to investigate incidents thoroughly, getting
to root causes and identifying robust and
effective preventative actions. The advanced
investigation training which commenced
in 2024 is now being rolled out to all those
involved in incident investigations. To date
we have trained over 200 investigators.
In addition, to ensure we are supporting a
‘Just and Fair’ culture and avoiding blame
when investigating, 16 of our HSE personnel
undertook a two day training course in
Human Factor Analysis. The team have been
trained in two advanced techniques that help
them analyse intentional behaviours and
unintentional behaviours, identifying why
people behaved the way they did; a central
pillar in a continuous improvement mindset.
Armed with these insights, we have been able
to develop corrective actions that help avoid
repeats by re‑designing workplaces and
processes to eliminate unsafe practice. We
also have a rigorous process for ensuring we
learn from any issues through our Group‑
wide Sharing and Learning email alert system.
The Genuit Blue HSE Audit programme has
been instrumental in establishing clear and
consistent HSE standards across all sites. By
setting defined expectations and providing
a structured framework for compliance, the
programme has driven alignment and
standards throughout the organisation.
Its rigorous assessment process has not only
highlighted areas for improvement but also
facilitated best practice sharing, particularly
during the integration of newly‑acquired
businesses. The latest audit results demonstrate
a significant positive trend, with sites reflecting
a stronger safety culture and improved
operational discipline. The four sites of our
new acquisitions will undergo their first
audit during 2026 after which, best practice
solutions will be shared to address any gaps
and accelerate improvement.
Six sites stepped forward to take part in our first
6S kaizen ‘competition’. 6S is an approach that
combines the principles of Sort, Set in order,
Shine, Standardise, and Sustain, commonly
used in manufacturing processes, with the
important additional factor of Safety.
At Genuit Group, health, safety and wellbeing remain at the
core of our operations. We strive to create a workplace
where every employee, contractor, and visitor can work
safely and return home unharmed. Our approach is built
on proactive risk management, continuous improvement,
learning from incidents and each other and fostering a
culture where each of us looks out for one another.
ZERO HARM
We make
it possible
Hazard
Identification
and Risk
Management
Competence
and Training
Compliance
Culture and
Behaviour
Health and
Wellbeing
Health, Safety and Environment
Strategic Report
63
All six kaizens were a great success in terms
of safety, efficiency, productivity and quality
gains but also improved employee morale
and cross‑site engagement and support. The
2025 winners, Aylesford and Sky Garden, were
each treated to a team lunch along with a
£1,000 donation to a charity of their choice.
In 2025, we strengthened our commitment
to employee health and wellbeing by
outsourcing our Occupational Health
(
OH
)
provision to a specialist provider,
ensuring consistent and high‑quality
support across the Group. We expanded
access to physiotherapy services to help
employees manage musculoskeletal
health and increased the availability of
our external counselling service to provide
timely mental health support. During 2026
we will also extend our wellbeing support in
a programme to deliver a more personalised
and proactive approach to wellbeing,
Key Performance Indicators
Frequency per 100,000 hours worked.
2022
2023
2024
2025
Minor Accidents
4.35
4.04
3.79
2.91
Lost Time Accidents
0.73
0.71
0.68
0.45
HSE Reportable Accidents
*
0.26
0.42
0.30
0.17
Fatalities
0
0
0
0
*
HSE reportable accidents based on specified injuries and the current 7‑day absence from work requirement in the UK and
although there is no direct equivalent in Mainland Europe or the Middle East, the same definition is applied.
leveraging digital tools and data‑driven
insights to support our people in leading
healthier, more balanced lives.
The integration of our four newly‑acquired
businesses has been successful. Each site
has undergone an initial HSE ‘health check’
to establish baseline standards and identify
priority areas for improvement. They have
been fully linked into Genuit’s ways of working
and are now included in all Group reporting
data, ensuring transparency and alignment.
In January 2026, these sites will undergo a
comprehensive Genuit Blue HSE Audit, which
will provide a deeper assessment and
accelerate their understanding and
improvement journey. This structured
approach ensures that best practices are
shared across the Group and that our strong
safety culture extends seamlessly to every part
of the organisation, regardless of the length
of time a business has been in the Group.
Sky Garden Ryall Site
Before
After
Strategic Report
64
Health, Safety and Environment continued
We are focused on creating an
outstanding employee experience by
investing in our people, advancing
diversity and inclusion, and strengthening
how we listen and act on colleague
feedback. Through meaningful
development, inclusive practices, and
data driven improvement, we are
supporting colleagues to thrive whilst
delivering clear business benefits —
from retaining key talent to building
stronger collaboration and continuous
improvement across the Group.
Together, we’re building a workplace
where every voice matters, every
individual thrives, and every team
contributes to shaping a stronger,
more innovative future.
We believe our purpose and strategy come to life through an engaged
workforce united by a shared culture and a spirit of collaboration.
Our ambition is clear; to attract exceptional talent, unlock the full
potential of our people, and foster behaviours that drive success.
People and
Culture
65
Strategic Report
Our people are at the heart of everything we do
Creating a great place to work
Looking ahead
During 2026, we will focus on what matters
most to our people: growth, reward, and
recognition. These priorities come directly
from what colleagues have told us, and we
are committed to turning feedback into
action. Across the business, tailored plans
are already in motion to address these
focus areas, ensuring every colleague feels
supported and valued.
Our People and Culture plan is aligned
to these priorities, providing a clear and
structured roadmap for progress. By listening
to colleagues, learning from their feedback
and taking action, we are building momentum
for sustained year‑on‑year improvement. We
are shaping a workplace where everyone feels
supported to thrive and succeed, and where
our people capabilities continue to strengthen
business performance.
We also recognise that understanding of
our strategy is not yet consistent across the
organisation. In our most recent survey, those
at the lowest end of our pay scale rated their
understanding of how their role contributes
to the Group’s strategy 1.8 points lower than
colleagues at the highest pay levels. This
insight reinforced the need to strengthen how
we connect our strategy to everyday roles.
We will ensure we keep our colleagues
informed of our progress against our strategy,
with regular updates and the opportunities to
ask questions. Building on this, we will anchor
our communications to our strategy, ensuring
colleagues at every level understand how
what we are doing contributes to our shared
goals and how their performance directly
supports the success of the business.
The future success of our business depends
on an engaged, motivated and skilled
workforce that shares a common purpose
and culture.
We know that when colleagues feel valued,
empowered, and connected, they bring their
best ideas, energy, and commitment. This
drives innovation, collaboration, and
sustainable growth.
By investing in our people and creating an
environment where everyone can thrive, we
are building the foundation for long‑term
sustainable success and shaping a business
that is stronger, more inclusive, and ready for
the challenges of tomorrow.
67%
*
Overall participation
7.1
Engagement score, out of 10
The engagement score is made up of
the responses to four key questions:
01
Engagement:
How likely is it you
would recommend Genuit Group
as a place to work?
02
Loyalty:
How likely is it you would
stay working here if offered the
same job at another organisation?
03
Belief:
H
ow likely is it you would
recommend our products or
services?
04
Satisfaction:
O
verall, how
satisfied are you working here?
Our colleague engagement survey, Your
Voice, is our key method for understanding
what people like about working at Genuit,
and what we need to improve.
In 2025, we ran two surveys; a pulse with a
reduced question set in April, and a full
survey in October.
In October, we saw an increase in overall
engagement of 0.1 from the previous year.
At a local level, businesses implemented
action plans as a direct result of the
feedback provided by their colleagues.
We saw positive sentiment around goal
setting, where colleagues told us that they
knew what was expected of them day‑to‑
day, and were aware of how the work they
did contributed to team objectives.
They also told us that Genuit felt like an
inclusive place to work – where people
could be themselves, with people of all
backgrounds being accepted for who
they are.
Strategic Report
66
*
Your Voice survey October 2025
Listening to and learning from our people
Gathering feedback from our colleagues is an ongoing
commitment. This is why we are committed to creating
multiple ways for our people to share their views from surveys
and forums, to open conversations and digital platforms.
These include listening groups, drop‑in
sessions and colleague representative
network forums that support open and
constructive dialogue at every level.
In addition, formal colleague engagement
forums are embedded within Nuaire, Adey
and Polypipe Civils and Green Urbanisation.
In 2025, the Colleague Connect Group met
regularly with leaders to share colleague
perspectives, raise issues and cascade
updates back into their teams, strengthening
two‑way communication across their
businesses.
Alongside these formal forums, colleagues
remain connected to their leadership teams
and to one another through regular
huddles, team briefings and Group‑wide
Townhall sessions.
These sessions provide updates on key
activities and priorities, while also creating
space for questions, discussion and direct
engagement with leaders.
Together, these channels form a robust and
inclusive listening framework, supporting
transparency, trust and meaningful colleague
involvement across the Group.
Looking ahead
During 2026, we intend to explore the
opportunity to extend Colleague Connect
as a Group‑wide colleague network, making
listening a cornerstone of our people strategy.
By responding to feedback with meaningful
action, we strengthen trust, drive engagement,
and ensure that every voice contributes to
shaping the future of our business.
In addition to our Your Voice survey, we operate
a wide range of formal listening channels
across the Group, ensuring colleagues have
regular, accessible opportunities to share
feedback and raise concerns.
Amanda Whitehead–Foltyn
Employed since June 2015. Recently
appointed as Internal Sales & CRM
Manager at Polypipe Building Products
Kevin Rogan
Employed since February 2023. Currently
in the position of Stores Person at Mason
Pinder.
“My first motivation for joining Colleague
Connect was to keep my colleagues
in the loop about changes and
improvements throughout the business.
The objectives for the Group are now
changing towards a more social
outlook, but can still play a big part
in workplace morale and wellbeing.”
“It’s important to attend Colleague
Connect meetings to be the eyes and
ears of the employees and pass it back
to teams. For years, employees have
said there’s no communication
between the business and them, now
that link is there and they should use the
opportunity to communicate and have
their voice heard.”
Strategic Report
67
Adoption of Viva Engage has exceeded
expectations:
60%+
of colleagues have activated accounts
,
and content is routinely viewed by more
than
50% of active users
, a significant
increase from Workplace.
This change also enabled us to retire
multiple third‑party communication apps,
bringing everyone together on one secure,
integrated platform. Today, every business
has its own dedicated community, and we
can share consistent, timely messages
across the Group. This has created a single
space for collaboration, conversation,
and culture.
Looking ahead
Currently, most engagement on Viva Engage
comes from PC users. Our goal in 2026 is to
bring a greater proportion of colleagues onto
the platform through their personal devices,
so connection and collaboration are always
at their fingertips.
We will also unlock more of Viva Engage’s
potential to create richer, more interactive
experiences. This includes hosting live
Townhalls directly in Viva Engage on key
topics such as financial results and strategy
updates, making it easier for everyone to
join the conversation.
We also plan to introduce ‘Ask Me Anything’
sessions with our Executive Leadership Team;
designed as open forums for colleagues
to ask questions, share ideas, and connect
directly with leadership.
Our focus for 2026 will be to break down
barriers, amplify voices, and ensure every
colleague feels informed, involved, and
connected, wherever they are.
In September 2025, we took a major step forward in
how we connect as a business. When Meta retired
Workplace, we took the opportunity to unify our
communications and strengthen collaboration
across the Group.
Engaging through Viva Engage
We successfully transitioned colleagues
to
Viva Engage
, part of the Microsoft 365
suite, extending the power of Teams and
SharePoint to all colleagues, whether on a PC,
shared device or personal device. This move
allowed us to leverage our existing Microsoft
investment, simplify access with single
sign‑on, and lay the foundation for the
planned rollout of Workday Payroll and
Absence modules in April 2026.
Strategic Report
68
Engage
is our new
home for conversation
at Genuit
Celebrating individuality, driving collective success
Reach
We’re committed to fostering open
dialogue and education around ethnicity,
encouraging representation and inclusion
at every level of the organisation. We’ll
challenge bias, celebrate diverse cultures,
and help shape inclusive policies that reflect
and respect the richness of our workforce.
Smile
We’re committed to removing barriers and
unlocking the untapped talent and unique
perspectives of disabled colleagues. Through
social mobility initiatives and inclusive
practices, we’ll create opportunities for under‑
represented groups and make Genuit a great
place to work – whatever your needs.
EmpowHER
We’re here to celebrate, empower, and
support the brilliant women across our
organisation. By challenging barriers and
biases, sharing insights and best practice
and influencing policy, we’ll promote equity
and create a workplace where everyone
can thrive.
The Shed
We’re building a safe and supportive
community where men feel empowered to
seek help, share experiences, and prioritise
self‑care – without judgement. Through open
conversations and awareness‑raising, we’re
working to break down stigma and make
mental health a topic everyone can talk about.
Queer Collective
This is a safe and welcoming space for LGBTQ+
colleagues and allies. It’s a place to learn,
celebrate, connect, and share experiences.
Together, we’ll support events, initiatives, and
moments that matter like Pride, and other key
dates throughout the year.
Communication
Our D&I networks have been sharing helpful
and insightful content with members since
they were launched in September. This
includes links to resources, examples of lived
experiences, support and advice.
Our EmpowHER network provided resources
and advice during October to support
Menopause Awareness Month. As a direct
result of the positive response from
colleagues around this activity, we produced
a menopause guide for leaders, designed to
help them better handle conversations
around this topic.
In 2025, as part of our commitment to
diversity and inclusion
(
D&I
)
, we proudly
launched five D&I colleague networks. Each
network is led and managed by passionate
colleagues, with a dedicated chair and
co‑chair who meet regularly with their ELT
sponsor, our Chief People Officer.
These networks have created safe spaces for
conversation, advice, and support. They are
open to everyone, fostering allyship and
understanding across our business. Through
their Viva Engage communities, they share
resources and personal stories, answer
questions and run fundraising activities. This
helps colleagues feel supported, connected,
and empowered to bring their whole selves
to work.
A key focus for our D&I networks is helping
other colleagues across the Group
understand what being part of their
community means. Education is a key focus
for each network so more colleagues they
work and interact with are aware of and
understand the challenges they face, and
can help to overcome them.
Together, these networks are shaping a
culture where inclusion is something we live
every day across the Group.
D&I in 2025, Your Voice
survey questions:
7.7
Overall D&I
I’m satisfied with Genuit Group’s
efforts to support diversity and
inclusion
(
for example, in terms
of gender, ethnicity, disability,
socio‑economic status
)
.
7.8
Diversity
I believe Genuit Group is a
diverse workplace
(
for example,
in terms of gender, ethnicity,
disability, socio‑economic
status
)
.
8.4
Inclusiveness
At Genuit Group, people of all
backgrounds are accepted for
who they are.
8.0
Non-discrimination
I’m confident I won’t be
discriminated against at
Genuit Group.
“Our networks matter because
they give people a place to be truly
seen and heard — and that sense of
belonging can change someone’s
whole experience at work.”
Jan Murray,
Head of HR and
EmpowHER Network Chair
“These networks create the kind of
community where people feel valued
not just for what they do, but for who
they are — and that’s incredibly
powerful.”
Aynsley Bolt,
Credit Control Manager at Nuaire
Queer Collective Network Chair
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69
Pride
We believe everyone deserves to feel safe,
respected and valued, particularly in the
workplace. Creating an environment free
from fear of judgement is fundamental to
our commitment to our people.
Genuit Group and Polypipe Building Products
were proud headline sponsors of Doncaster
Pride this year. Our rainbow liveried lorry took
pride of place in the parade as colleagues
from our Doncaster sites joined the
celebrations, standing together with the local
community. It was a visible demonstration of
our commitment to inclusion and allyship.
During the event, Joe Vorih, our CEO, spoke
passionately about why Pride matters to us
as a business, reinforcing the importance we
place on creating environments where
people can be themselves and feel a true
sense of belonging. Moments like these
reflect our culture in action.
It is vital that our colleagues know they work
for a business that supports them. Inclusion
is not just something we talk about; it is
something we actively champion, every day.
Why colleague involvement
in our D&I networks matters
Our D&I networks are central to creating a
workplace where everyone feels they belong.
Greater involvement brings more voices,
lived experiences and perspectives into the
conversation, helping us better understand
our people and shape initiatives that reflect
real needs. Visible, active networks also foster
connection and psychological safety,
reinforcing that inclusion matters to everyone
and that difference is genuinely valued.
Celebrating individuality, driving collective success continued
Looking ahead
During 2026, we want to increase participation
in our D&I networks, encouraging more
colleagues to get involved as members, allies
or advocates.
By doing this, we will further embed inclusion
into everyday working life, strengthen our
culture and performance, and ensure our
networks continue to provide meaningful
insight and challenge – supporting inclusive,
shared progress across the Group.
“I was so proud to represent Genuit and Polypipe Building Products at Doncaster Pride.
The atmosphere was incredible — joyful, welcoming, and full of energy. Marching with
our Pride‑wrapped lorry and celebrating with the crowd made me feel truly connected
to our purpose. I’ll definitely be back next year, and I hope even more of us join in.”
Rosie James
Graduate – General Management
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70
Strategic Report
Looking ahead
During 2026, we will continue our focused
programme of events aligned to key dates in
the D&I calendar, shining a spotlight on moments
that matter to our colleagues and communities.
Working together, our colleague networks will
create meaningful experiences, designed to
celebrate difference, encourage dialogue and
strengthen our shared sense of belonging,
both within individual networks and across
the wider Group.
We will also extend our corporate support of
Pride events in towns where we have a presence,
reinforcing our commitment to inclusion not
only within our workplaces but across the
communities in which we operate. By showing
up locally and visibly, we aim to be an active ally
and a positive force for inclusion beyond our
own organisation.
Our ambition is to make Genuit Group a place
where every person can thrive, grow and feel
genuinely valued. By continuing to listen, learn
and take action together, we are building
a culture where inclusion is not just a statement
of intent, but a lived experience for everyone.
International Women’s
Day events
Sponsor of Doncaster and
Caerffili PRIDE events
National Inclusion Week
partnership between Polypipe
Building Products and Harrison
College
Launched our five D&I
colleague networks
Christmas donation drive
with CRASH
Partnership with Change 100
(paid summer internship
programme)
Menopause activity in our
network, and new guide to help
leaders approach the topic
Celebrated Black History
Month with internal events
and online content
Fairness, Inclusion and Respect
Workshop with Supply Chain
Sustainability School
Movember fundraising
D&I Policy update working
with our colleague network
chairs
March
August
October
December
June
September
November
Strategic Report
71
Developing talent at every level is essential
to our future success. Feedback from our
Your Voice survey made it clear, colleagues
want more opportunities to grow, progress,
and make an impact. In response, we are
focusing on driving talent development,
unlocking potential, and equipping our
people with the tools to develop themselves,
support others, and strengthen Genuit
Group. By investing in growth and creating
a culture of continuous learning, we are
building a Group where every individual can
thrive and contribute to shaping a stronger,
more innovative future.
Learning and Development
In addition to our formal programmes,
2025 saw significant focus on expanding
development opportunities across the
Group. Colleagues were supported to take
ownership of their growth through self‑
directed digital learning, regular coaching
and development conversations, and
robust one‑to‑ones with their managers.
We continued to make effective use of the
Apprenticeship Levy, enabling colleagues
to pursue accredited training, including
academic study and professional
qualifications relevant to their roles.
Progress made
during 2025
70%
of senior leaders have now completed
our Genuit Leadership Programme
(
GLP
)
, designed to create empowered,
skilled leaders who lead and inspire
their teams to success
94
internal promotions which
37 were female
18.9%
of UK colleagues are
in recognised learning
pathways, reflected
by our continued
accreditation as
a Gold member
of The 5% Club
33%
of Genuit Leadership Team positions
held by women
To build broader capability, we
encouraged secondments, cross‑functional
collaboration, and exposure to different
areas of the business, providing valuable
opportunities to develop new skills, gain
fresh perspectives, and strengthen internal
networks. Informal learning remained
an important part of our culture, with
colleagues sharing expertise, shadowing
peers, and contributing to improvement
projects throughout the year.
Our digital learning platform, Workday
Learning
(
launched in 2024
)
played a central
role in supporting accessible development for
all. In 2025, colleagues completed mandatory
and optional learning modules via Workday,
demonstrating strong engagement with the
resources available to them.
These initiatives collectively ensured that
every colleague had the opportunity to grow,
develop and build the skills needed for today
and for the future of the Group.
Unlocking potential, driving progress
“
I joined the Group a year ago and would
wholeheartedly encourage anyone to
pursue an apprenticeship – it’s a
powerful way to learn, grow, and build a
meaningful career. The hands‑on
experience has been well‑suited to my
learning style, and the group sessions
have helped me connect practical
knowledge with deeper theoretical
understanding.”
Courtney-Faye Morgan
HR Apprentice at Polypipe Civils and
Green Urbanisation
Strategic Report
72
Looking ahead
During 2026, we will continue to invest in the
development of our people, building a learning
and leadership environment that supports
colleagues at every stage of their career. Our
focus is on creating a coherent, multi layered
suite of development programmes that
strengthen capability across the Group and
equip our leaders to inspire, engage and deliver.
We will introduce a structured competency
framework that defines what great leadership
looks like within Genuit Group. This will enable
us to be clear about the technical, behavioural
and managerial skills required for success and
support everyone to reach their full potential.
Our learning offer will expand to include both
technical and behavioural development, from
core skills such as presenting, communication
and digital fluency, to deeper functional
knowledge in areas like marketing and specialist
technical disciplines. We will also continue to
build leaders’ confidence in managing sensitive
conversations, particularly in relation to mental
health and wellbeing.
To increase access and flexibility, we will launch
a self‑serve digital learning library, giving all
colleagues the opportunity to develop at their
own pace across a broad range of topics. We will
also strengthen our approach to internal mobility,
ensuring we make full use of the talent within
our business and provide meaningful career
pathways supported by targeted development.
Our performance and talent processes will
continue to evolve, with a sharper focus on
high quality development conversations,
succession planning and maximising
performance across the organisation. We will
also explore opportunities to further leverage
funding to support colleague progression
and build future capability.
Together, these initiatives will help us create
a consistent, scalable approach to people
development that supports our long term
growth ambitions and enables every colleague
to thrive.
supported through exam preparation
and funded memberships with relevant
professional bodies and institutes.
We continued to expand our partnerships
with organisations that help us reach diverse
and emerging talent. This included our work
with 10,000 Interns Foundation, our ongoing
relationship with Change 100, and
project‑based collaboration with Sheffield
University students on research and
innovation assignments. Our commitment to
supporting the next generation also
extended into local communities through our
links with Harrison College and initiatives
supporting learners within the prison
education system.
Our ongoing summer internship programme
proved to be a valuable route into
permanent employment. Several interns
successfully transitioned into full‑time roles
within the Group, demonstrating the strength
of this pathway in identifying and nurturing
talent early.
Across colleges, academies and outreach
programmes, we remained focused on
training the next generation of Genuit Group
employees. These partnerships help build
essential skills and provide young people
with meaningful insight into our industry and
the opportunities it offers.
Building Genuit leadership skills
Our Genuit Leadership Programme
(
GLP
)
continued to strengthen the skills and
capability of our senior leaders. In 2025,
our fifth cohort successfully completed the
programme. Delivered in partnership with
PeopleWise, the GLP provides a series of
modules focused on self insight, leading
others effectively, and driving change and
business performance. The programme
equips leaders across the Group with a
practical, evidence based toolbox they can
apply in their roles. In total, 70 senior leaders
have completed the programme to date.
“Moving from Finance Director into a
Strategic GBS role gave me the breadth
and confidence to shape a different
future for myself. The support I received
– especially after returning from
maternity leave – helped me look
beyond finance and make a move that
aligned with my long‑term aspirations.
That sideways step showed me that
careers at Genuit grow in many
directions, not just upward.
When you speak openly about your
goals and have leaders who listen,
development is possible at every stage.”
Naomi Pitt
Strategic Deployment GBS Lead
Early careers and future talent
In 2025, we continued to invest in building a
strong pipeline of future talent across the
Group. To support attraction, our teams
attended 15 career fairs across the UK,
strengthening our visibility and engagement
with early‑career talent.
Our graduate programme remained a key
element of this strategy, with our 2025 intake
joining from a wide range of academic and
technical backgrounds. Our graduates
benefited from a broad range of learning
experiences during the year, including
participation in the Brathay Leadership
Programme, attendance at the Birmingham
Health & Safety Conference, and involvement
in specialist industry events aligned to their
roles. Many graduates are also progressing
towards professional qualifications,
Strategic Report
73
Our TMBs
We work
together
– by understanding and respecting
our unique differences
– through collaborating and supporting,
to achieve more
– by recognising the efforts and
contributions of others
We take
ownership
– always acting with health, safety and
wellbeing in mind
– by striving for excellence in what we do
– through our commitment to doing the
right thing
We find a
better way
– through using our voice and
actively listening
– by positively challenging the way
we do things
– by seeking the right solution
Looking ahead
In the October Your Voice survey, we asked
colleagues whether they were aware of our
TMBs and whether they saw them demonstrated
in practice. While awareness remains strong,
the results highlighted an opportunity in
2026 to strengthen how consistently the TMBs
are brought to life in day‑to‑day working
environments.
7.9
I know what
the Trademark
Behaviours are
7.1
I see the Trademark
Behaviours in action
In response, we will place greater emphasis
on clearly describing what the TMBs look like
in action, including how they apply across
different roles, teams and leadership levels.
By making the TMBs more tangible, we aim to
support colleagues in embedding them more
consistently into daily activities.
Alongside this, we are exploring a new Group‑
wide recognition programme aligned to the TMBs,
making it easier for everyone to acknowledge
and celebrate great work. Together, these
initiatives will help reinforce our desired culture,
strengthen accountability and ensure our TMBs
continue to support both engagement and
performance across the Group.
Our TMBs reflect what our people value most
while setting clear expectations for the
behaviours that drive performance.
The TMBs sit at the heart of our culture and
underpin everything we do. They guide how
leaders and colleagues collaborate, make
decisions and support one another, helping
to create an inclusive, trusting environment
where people feel empowered to perform at
their best. By aligning behaviours across the
Group, the TMBs strengthen accountability,
teamwork and consistency, enabling delivery
today while building capability for the future.
Awareness of the TMBs is strong, and they
are embedded into our approach to
recognition and reward. Throughout 2025,
we celebrated colleagues and leaders who
brought the behaviours to life through their
actions and impact. These examples were
regularly shared through Townhalls, Viva
Engage and local team meetings, reinforcing
the positive behaviours that contribute to
both a strong culture and performance.
During 2025 we recognised colleagues from
across the Group by celebrating individuals
who consistently lived our TMBs and who
made a meaningful contribution to our
people, our culture and the results we deliver
as a business.
Launched in 2024 and co‑created by colleagues
from across the Group, our Trademark Behaviours
(TMBs) define how we work together to deliver
sustainable success.
Our Trademark Behaviours
Strategic Report
74
Looking ahead, we have a clear People
and Culture plan, built on guiding principles:
One Group-wide people plan
All business plans will align to a single,
cohesive Group‑wide People Plan. This
ensures consistency, clarity, and shared
priorities across the organisation.
A common employee value
proposition
Every colleague, regardless of location or
Division experiences the same core promise
of what it means to work at Genuit.
Standard work to drive effectiveness
We will adopt common processes and
frameworks to improve efficiency, reduce
duplication, and deliver a seamless
experience for our people.
Data-led decision making
Decisions will be grounded in robust data
and insights, enabling us to act with
confidence and measure impact.
Owned by all colleagues
Our People Plan is not intended as just an
HR initiative — it belongs to everyone. Leaders
and teams play an active role in bringing
it to life.
Regularly communicate progress
Transparency matters. We will share updates
often, celebrate milestones, and keep
everyone informed on how we’re tracking
against our goals.
The plan consists of six focus areas, each designed to promote the creation of an environment where every colleague can thrive and grow, feel their contribution is valued and rewarded,
and where they can be themselves.
Harness the power
of one team
Our people understand
and embrace the power of
working for Genuit Group,
and our local businesses.
We live our TMBs and use the
GBS tool to drive results.
Drive high
performance
People managers actively
nurture and develop
colleagues to drive
performance, recognising
what colleagues deliver,
and how they do it. The
opportunity to grow and
develop is part of the fabric
of our business
.
Create a great place
to work for all
Genuit Group is recognised
as a great place to
work with a compelling
employer brand, where
every colleague feels a
sense of belonging and
inclusion. All colleagues
have opportunities to learn
and grow.
Build HR excellence
The HR Team is a credible
and trusted partner to the
Group. We work as one
function enabled by modern
processes, technology and
capabilities. Our team is
recognised as a place to
grow a career in HR.
Develop
world-class leaders
We share a vision for
inspirational leadership
that drives our strategy
and provides impactful
development. Our strong
leaders are role models
across the business. We work
as a unified leadership team
to drive strategic priorities
efficiently and effectively.
Optimise our
ways of working
We have a clear, aligned
operating model that
supports delivery and
enables seamless cross‑
functional planning and
execution.
A People and Culture plan designed to
power the future success of the Group
Strategic Report
75
Together,
we create
sustainable
living
Employees
Creating an environment that is
diverse, inclusive, and offers
a great place to work.
Shareholders
Creating a competitive
advantage to generate
long-term value for
our shareholders.
Communities and
the environment
Understanding the impact of
our operations on our local
communities and
environments.
Customers
Creating quality products
with engineered solutions
to enable a sustainable
built environment.
Suppliers
Creating and maintaining
long-standing, ethical and
reliable relationships.
Read more – page 77
Read more – page 78
Read more – page 79
Read more – page 80
Read more – page 80
Engaging with our stakeholders
Our purpose, ‘Together, we create
sustainable living’, recognises the
value that diverse perspectives
bring, and the importance of
collaboration.
Effective engagement with our stakeholders is crucial for
building strong, effective and mutually beneficial relationships
for the long term. By fostering a culture of collaboration,
direct engagement, mutual respect and transparency, we
effectively work together with our stakeholders to achieve our
purpose. This engagement enhances our ability to meet our
strategic objectives whilst building a more inclusive,
sustainable and resilient business.
Our key stakeholders
Our key stakeholders are integral to the Group’s long-term
strategy. The Executive Leadership Team is responsible
for ensuring that their needs form part of everyday decision-
making on behalf of the Board. Using the feedback received
from senior management on these needs, the Board considers
and then makes its strategic decisions against the backdrop
of what it considers to be in the best interests of the long-term
success of the Company.
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76
Strategic Report
Engaging with
our employees
How we engage
We use a combination of formal listening tools and ongoing engagement forums to address the
topics that are material to our employees. This includes town halls, business briefings, formal
engagement surveys and employee engagement forums. Our biggest innovation during 2025
was the introduction of Viva Engage
(
to replace Workplace by Meta
)
as our internal social platform.
Engagement is further enhanced through one-to-one meetings and personal development reviews.
Challenges
Ensuring that employees bought into and engaged with Viva Engage. Cost-of-living pressures and
retention. Improving engagement rates in completion of Group-wide pulse/full engagement surveys.
Onboarding of new employees into the Group, including acquisitions.
Value
A reduction in voluntary turnover and improvement in retention rates across the Group. Reduced vacancy
pressure and increased operational stability. Enhanced visibility of employee achievements, improving
cultural alignment and a sense of belonging through recognition schemes. Better insights into retention
hotspots, enabling targeted interventions based on Your Voice scores and local action plans. Strengthened
communication culture, with higher engagement on Viva Engage and high attendance at Townhalls.
Key topic
Outcome
Group-wide employee
engagement survey
Group survey results were shared openly with the Board, senior
leaders and employees, increasing transparency and
strengthening trust in the process. This enabled data-driven
conversations and supported managers to develop meaningful,
locally owned action plans, ensuring that feedback translated
into targeted improvements, reinforcing accountability and
helping teams focus on the areas most material to our
employees, these being recognition, growth and reward.
Launch of Viva Engage as
our internal social platform,
combined with extending
Teams and SharePoint
access to all employees
This created a single, connected digital system for the entire
workforce. By enabling access via shared or personal devices,
we brought colleagues across every site, shift and function
onto one platform for the first time. This has strengthened
communication, provides increased visibility of Group updates,
improves collaboration and helps our employees feel more
connected to one another and to the business.
Reward and pay across the
Group, and supporting
retention in lower-paid roles
We made significant steps forward in our ongoing commitment
to fairness and sustainability, aligning some of our businesses
to the Real Living Wage, ensuring our pay practices remain
competitive, equitable, and fit for the future. Early retention
improvements have been noted in these businesses, and this has
had a positive impact on recruitment and on our employer
brand. We derecognised Community and Unite trade unions
in some of our businesses, enabling more agile pay decision-
making aligned with business needs. We also extended our
Holiday Purchase Scheme to a broader population of colleagues,
providing greater flexibility and improving work–life balance.
Solving a critical skills gap
Setters’ roles are highly specialised positions
within our manufacturing operation at Polypipe
Building Products, requiring detailed knowledge of
specific machinery and processes used on site,
making the job difficult to recruit for externally.
Within Polypipe Building Products, this created a
growing risk around skills dependency, operational
resilience and long-term succession. Feedback
gathered through our Your Voice survey and
regular team-level conversations highlighted
increasing frustration linked to long-term
vacancies in Setter roles, including a workload
imbalance and pressure on a small number of
experienced individuals.
We drew on established expertise from within the
sector to design our Setter Academy. Through
existing industry contacts, we engaged with an
experienced lecturer who had been delivering
Setter-related training for many years who
understood both the technical requirements of
the role and how these skills are best developed
in practice, and designed a programme that
accurately reflected the realities of Setter roles
within Polypipe Building Products. This ensured
that the Academy and apprenticeships were
practical, credible and aligned with the
organisation’s equipment, processes and
standards, while also meeting the requirements
of the relevant apprenticeship standard.
Currently, five Setter apprentices are
progressing through the programme, with
further opportunities being planned to support
succession and future demand. Numbers are
kept manageable to ensure that learners
receive appropriate support and to maintain
safety and quality on the shop floor. This
approach has helped create a sustainable
pipeline into a critical technical role, supporting
both immediate operational needs and
longer-term workforce planning.
77
Strategic Report
Actively listening and taking action
Following the 2025 Your Voice Survey,
proactive action planning was crucial to our
businesses and functions to enact positive
changes and improve overall engagement
across the Group.
Climate Management Solutions (CMS)
showcased a great example of this in action
with their ‘You Said, We Did’ campaign. Focus
areas were identified by Peakon using the
results of the survey, based on the scores.
These were then distributed to businesses and
functions across CMS to ensure that they were
accurate and realisable. This initiative brought
together a group of colleagues driven to
identify actions and establish what CMS would
commit to work towards improving our overall
engagement and employee value proposition.
The ‘You Said, We Did’ campaign was
communicated to employees during Townhalls
to keep them updated on progress and
demonstrate that the senior leaders were
holding themselves accountable and taking
ownership of enacting change, in alignment
with the Group’s Trademark Behaviours.
Engaging with
our shareholders
How we engage
We conduct investor roadshows following our full year and half year results, hold our Annual
General Meeting each year and conduct ad hoc investor meetings as required. During the year,
we attended several investor conferences with different banks in London and visited investors in
France, Germany, Sweden and the United States of America. Site visits were held at Polypipe Building
Products and Adey for small groups of analysts and investors, to demonstrate the strategic progress
of the Group. Our Chair offered our ten largest shareholders face-to-face meetings, which are an
effective way for us to solicit feedback on our investor engagement and progress against our strategy.
Challenges
Navigating the uncertain economic and
political environment. Building confidence in
the UK market and its growth position over the
next five years.
Value
Increased shareholder confidence in the
strategic goals and outlook of the Group with
both overseas investors and those within the
UK. Retention of a strong register of highly
supportive investors. Progressive dividend
payments providing shareholder value despite
ongoing UK market headwinds.
Key topic
Outcome
Feasibility and opportunity
for Genuit with the UK
Government’s commitment
to delivering new housing
targets, regulatory changes
in the water sector and
readiness for the Future
Homes Standard
Updates on the content, timing and impact of the upcoming
Future Homes Standard on the Group, including ways in which
we are engaging with customers in preparation. Additional
information on Genuit’s role in helping to manage the next water
budget cycle, aimed at solving sewer overflow issues, giving
confidence to shareholders.
The Group’s route to its
medium-term margin
targets and management
of performance in the
face of a challenging
macro outlook
Evidence of growth through the Group’s M&A agenda and the
successful acquisitions of Monodraught and the Davidson
group of companies, as well as organic growth and operational
efficiencies through the deployment of GBS.
What did CMS deliver as part of their ‘You Said, We Did’
campaign?
Introduction of
CMS Townhalls
–
improving
communications
Progression route
identified across CMS
customer operations – taking the
growth
of our colleagues seriously
Launching our monthly
infographic
to
update our colleagues –
strengthening
communication channels
Training plans
and skills matrix introduced
in production –
grow
your career with us
Revamped our
Long Service Awards
to
recognise more of our valued colleagues
–
reward
and
recognition
Continuing our
facility improvements
within the factory and offices – improving
the
work environment
Well-deserved extra
time off
before
Easter –
rewarding
our colleagues
for great results
Made
temporary posts permanent
within
the warehouse – sharing the
workload
Improving our
Team Briefings
across several functions –
improving
communications
S
upporting more colleagues with their
continuous personal development
– investing in our colleagues’
growth
Rewarding our
lowest-paid
colleagues
and implementing clearer pay bands –
fairly
rewarding
our colleagues
Upskilling
our managers using our
Nuaire Futures programme –
growing
our manager capability
Strategic Report
78
Engaging with our stakeholders continued
Engaging with
our customers
How we engage
We engage with industry bodies such as the Future Homes Hub, where our customers are similarly
represented, and hold regular customer meetings with end-customers, merchants, social housing
groups, national house builders and water companies. We also interact with the technical and
innovation teams of our customers. We attend industry dinners and, for some customers, hold
quarterly review meetings and give presentations. We engage in tenders and support regular
top-to-top sessions with key customers. We are improving our synergy selling capabilities across
the Group to continue to provide a wide range of climate-related solutions.
Challenges
Addressing stormwater and sewer overflow
challenges and understanding what solutions
customers require to solve installation problems,
including speed and system integrity. Adapting
to regulatory changes and customer cash flow
challenges. Support through the bottlenecks in
the commercial buildings market caused by
demand for stage 2 planning approvals.
Value
We create better solutions by working with our
customers and truly understanding their needs,
culminating in long-term relationships and
growth for Genuit. Increase in barrier-to-entry
value-add solutions sales driving cost out of the
transaction, such as value engineering solutions,
makes us more flexible and well positioned to
address customer needs.
Key topic
Outcome
Increasing demand for
carbon and sustainability
data
Holding face-to-face meetings and interacting with technical
and innovation teams allows us to provide innovative solutions
to customers, drive EPD creation to include key products and
provide reliable carbon data. We continue to support our
businesses in their provision of EPDs and TM65s. Provision of tools
and information through sales teams, as well as placing
sustainability in increasingly accessible tools.
Pricing integrity and market
competition
We have employed a number of mechanisms in respect of price
integrity and market competition by engaging in tenders and
taking proactive approaches for our customers in providing
value-add solutions using a solution-sell methodology. We
place focus on customer service, including high levels of
technical support, and as a result, we have gained market share
in the civils arena. By embedding our relationships with a
number of developers, they see us as a partner to help solve
their challenges.
Compliance with new
regulations such as
Awaabs’ Law and the Future
Homes Standard (FHS),
managing bottlenecks in
the commercial buildings
market generated by the
Building Safety Act and
subsequent demand for
stage 2 planning approvals
In order to support any safety bottlenecks, we have sought to
improve our customer service and delivery lead time, for
example promoting the Polypipe Building Services Advantage
service, which can provide our customers with an overall lead
time reduction on site. We have used solution-selling techniques
to gain technical and commercial approval for FHS solutions to
ensure that our customers are well-positioned for adoption of
the standard when it is released. We have given more technical
guidance around topics such as Awaab’s Law and the FHS.
GoBig Underfloor Heating Solutions
“By working seamlessly with our
strategic customers in such a
way, we are able to mitigate
some of the key risks they face.”
Tony Brayford, Commercial Director
Water Division
As legislation changes, the shift from gas based
high-temperature radiator solutions to
low-carbon and low-temperature solutions
is likely to create unprecedented demands on
skills and labour within the industry, as well as on
supply chains. This represents a real risk to the
ability of the industry to maintain continuity
of supply. GoBig is an approach we have
developed to enable our new housebuilder
customers to be able to provide a low-carbon
low-temperature heating system that meets
the legislative demands of the FHS (using an
Underfloor Heating (UFH) solution), fitted as a
standard design across their full estate. This
means it can be delivered at scale and on time
using technically optimised designs, with
minimal installation error and warranty risk.
This is at a cost that is comparable with
traditional plumbing and radiator solutions,
providing a compelling value proposition for
homeowners. As part of this service, Polypipe
Building Products design, kit out and deliver the
solution to site and provide approved installers,
using digital solutions to validate the integrity of
the installation in real time, thereby assuring our
customers of the technical compliance of the
install to the design. By working seamlessly with
our strategic customers in this way, we are able
to mitigate these risks.
This creates further value for our customers
through faster project completion and mitigates
failing to adhere to the critical path of any build
programme. ASHP and UFH compatibility provide
the assurance that the solution delivered meets
the heating needs of the property for which it
has been designed. The solution meets energy
efficiency targets (Standard Assessment
Procedure (SAP) Part L compliance and FHS). The
inclusion of after-sales support, based on our
extensive knowledge of products and common
issues, provides education for the home buyer
and ongoing service and support outside of the
warranty period.
Strategic Report
79
Sustainable Supplier Sourcing Policy
Challenges
Geopolitical events, creating more disruption
for suppliers. Lower demand and increased
costs, with expectations of credible sustainability
data. Changing regulations and expectations
of suppliers, and risks of small suppliers
experiencing financial difficulty.
Value
Realised annualised savings and mitigated
risk. Improvements in supplier relationships,
better understanding of requirements, removal
of waste, and improvements to supplier delivery
performance. Working capital improvements
through inventory reduction. Improved ethical
standards. Uplift in volume of EPDs.
Engaging with
our suppliers
How we engage
Supplier relationship and performance management (face-to-face) meetings are one method
of engagement, supplemented by virtual meetings as necessary and ad hoc engagement as
required. We collect new supplier credentials through onboarding processes and assure ourselves
of their ethical behaviours, sustainability and creditworthiness. We conduct one-to-one meetings
with suppliers on sustainability issues, with a clear focus on climate change. We ensure that our
procurement team are equipped with the skills they need to engage effectively with our suppliers,
placing focus on the sourcing cycle and the importance of completing category strategy plans to
support suppliers’ contracts of supply, to strengthen due diligence processes and support the
introduction of robust contracts with suppliers.
Key topic
Outcome
Carbon reduction and
alignment with the Science
Based Targets initiative
(SBTi), alongside increasing
the use of recycled
materials
As a result of our commitment to the SBTi, we collaborated
with our suppliers and updated the Group Procurement Policy,
Supplier Code of Conduct and Sustainable Supplier Sourcing
Policy. These updates ensured alignment with evolving
regulatory requirements, sustainability commitments and
ethical standards. Policies were shared across the Group to
reinforce compliance and our expectations of suppliers. This
increased efficiency and compliance, delivered faster contract
turnaround times and improved compliance with sustainability
and ethical standards, as well as further progress towards
carbon reduction goals and improved ESG ratings.
Risk mitigation strategies
to safeguard the continuity
of supply and prevent
cost escalation
We enhanced our contractual provisions detailing delivery
obligations, risk-sharing clauses, and cost-indexation
mechanisms. This continuity of supply protects against price
volatility, fostering stability and trust in supplier relationships.
We worked with our suppliers to establish process and capability
improvements, delivering contracts to mitigate these risks, whilst
collaborating and establishing stronger supplier relationships.
Compliance with Modern
Slavery Act regulations and
adherence to ethical
practices and effective
governance
We increased vendor due diligence, prioritising high-risk
categories such as low-salaried labour services (e.g., cleaning
and waste management). Additionally, we deployed Moody’s
Supply Chain Risk Tool for ongoing monitoring. This targets due
diligence and risk analytics, which strengthen compliance,
reduce reputational risk, and enables proactive intervention
in supply chains.
“We have improved
communication and trust with our
suppliers when
it comes to material being
delivered and the product trials
we conduct.”
Emily Bates, Group Procurement Director
Genuit Group has a Science Based Targets
initiative (SBTi) target that requires our suppliers
to have a climate change target aligned with, or
validated by, the SBTi. Since 2021, our scope 3:
category 1 emissions profile has changed, as
many suppliers have decreased their emissions.
This means that a greater breadth of material
types will need to have climate change targets.
In December 2025, our Group Procurement
function collaborated with our Group
Sustainability function to make key updates to
the Sustainable Supplier Sourcing Policy to reflect
this need. The update extended the mandatory
requirement for suppliers to have a climate
change target aligned with or validated by the
SBTi from polymer suppliers to also include steel,
electronic and electrical equipment (including
printed circuit boards) and other materials. These
account for more than 2% of the Group’s scope 3:
category 1, total carbon emissions. These
changes to our Sustainable Supplier Sourcing
Policy support the Group’s own SBTi target.
During 2025, our Group Procurement and
Sustainability functions held one-to-one
engagement sessions with key suppliers,
covering a range of topics including
sustainability and science-based targets. This
facilitates suppliers in providing the Group with
information on their journey towards tackling
climate change, enabling the Group to provide
an update on its own strategic aims.
Engaging with our stakeholders continued
Strategic Report
80
Salamander Pumps
providing education within
the industry
One of our 2025 acquisitions, Salamander
Pumps (part of the Davidson group), has been
proactively supporting their local colleges
through numerous education initiatives during
the year. Their team successfully delivered
interactive training sessions to Level 2 and
Level 3 plumbing students, ensuring that
learners received up-to-date instructions
on typical domestic plumbing systems, and
gained familiarity with the Salamander Pumps
product range. They strengthened hands-on
learning by providing free-of-charge products
for installation within college training bays,
allowing students to practice real-world
installation techniques. As part of these
initiatives, they supplied training collateral to
drive ongoing student learning on domestic
systems and water-boosting solutions,
including display boards and posters.
13 colleges were visited, with multiple
training sessions delivered at all locations.
This has enhanced the learning experience
for plumbing students, encouraging
future careers in plumbing, in addition
to increasing brand awareness, product
understanding and installation quality,
and
improving relationships with training
providers and colleges.
Challenges
Cost of living challenges within local communities,
job losses and reduced education opportunities.
Fewer young people entering the plumbing
industry, which faces a loss of critical expertise,
threatening business performance, industry
growth and the availability of suitably qualified,
experienced plumbers to meet consumer
demand. Continued focus on the impact of
climate change on our environment, especially
flood elevation and mitigation and the pace of
changing regulations, and the need to educate
communities. Support to the elderly and
vulnerable areas of the population, including the
creation of winter survival packs.
Value
Reducing the impact of our activities on the
environment. Genuit brand awareness and the
development of reputation. Nurturing the next
generation and improving recruitment
opportunities. Increase of young talent in
graduates and apprentices, providing work
experience opportunities. Increased brand and
product familiarity with plumbers of the future.
Engaging with
our communities
How we engage
We engage directly with our local communities through local trusts, creating opportunities for
students to develop their business knowledge and learn entrepreneurial skills, including leadership
and business modelling. We host environmental tidy days, beach cleans, and engage with local
river trusts where relevant. We are heavily involved in educational initiatives, teaching about
heating, engineering and the reduction of carbon emissions. We collaborate with local colleges,
support charities and provide sponsorship for local schools, community groups and sports teams.
We are corporate patrons of the charity CRASH, which is a UK construction industry charity that
addresses homelessness and helps hospices with vital construction projects.
Key topic
Outcome
Supporting local initiatives
that affect inclusion and
wellbeing
Recognising the challenges our communities face in
maintaining local initiatives that support wellbeing and
inclusion, we provide support through our businesses to
vulnerable or elderly residents of the community as well as
sports clubs for young children, which includes sponsoring
football clubs, and working with CRASH to provide healthy and
safe night accommodation for the homeless.
Improving the standard of
education specifically in the
plumbing industry, and the
pipeline of students moving
into employment
This is a key focus for our businesses, as we support young talent
within our industry in preparing for their future. These areas of
expertise are often underfunded and, with fewer young people
entering the trade, the industry faces the loss of critical
expertise, which hinders business performance and industry
growth. We host training sessions, offer apprenticeships and
work experience, and provide products for training bays to
encourage the younger generation to obtain specialist
experience in plumbing and associated products.
Impact of climate change
and the ways in which
Genuit Group helps to
mitigate
Participation in sessions at climate events and within local
groups, such as the Scouts, to educate on excessive water use
and city stress from over-heating, cooling and water.
Protecting our environment
Caring for our environment is always at the
top of our agenda. During 2025, one of our
Polypipe Civils and Green Urbanisation
Technical Sales Managers organised a
beach clean-up at Bournemouth beach,
following a busy bank holiday weekend. We
teamed up with some of our merchant and
contractor partners, and were joined by
members of the Keyline Civils Specialist,
Mildren Construction Limited and MATA
Construction Limited teams.
Supporting young talent
As part of our initiative to engage within our
communities and sponsor young talent, we
had a cohort of summer interns join during
2025. One was placed within our Group
Sustainability function, helping the team on
key projects that are pivotal to shaping our
Sustainable Solutions for Growth strategy.
Part of this role included exploring our ambition
to being the lowest-carbon supplier of choice,
and the output gave us valuable insights into
market positioning, and helped identify
opportunities to reduce environmental impact
and deliver greater sustainable value to our
customers. We are proud that our intern was
recognised for her hard work at the Generation
4 Change Yorkshire and Humber Awards, where
she was awarded ‘Sustainability Champion of
the Year’, demonstrating how impactful these
schemes are for promoting young talent and to
the Group as a whole.
Strategic Report
81
The Board recognises that effective engagement with stakeholders
is critical to achieving long-term sustainable success, and the needs
of our different stakeholders are regularly considered by the Board.
This section 172 (s172) statement gives further insight into some of the
decisions taken by the Board, where key stakeholders have influenced
those decisions.
1
3
5
2
4
6
The likely consequences of
any decision in the long term
The interests of the Group’s
employees
The impact of the Group’s
operations on the community
and the environment
The need to foster the
Group’s business relationships
with suppliers, customers
and others
The desirability of the Group
to maintain a reputation for
high standards of business
conduct
The need to act fairly
as between members of
the Company
Key s172 consideration
Page
– Business model & strategy
– Non-financial and sustainability statement
– Stakeholder engagement
16
86
76
Key s172 consideration
Page
– Business model & strategy
– Non-financial and sustainability statement
– Stakeholder engagement
16
86
76
Key s172 consideration
Page
– Health, safety and environment
– Whistleblowing
– Internal controls
– Risk management
– Non-financial and sustainability statement
63
135
133
126
86
Key s172 consideration
Page
– People and culture
– Health, safety and environment
– Stakeholder engagement
– Employee engagement
65
63
76
77
Key s172 consideration
Page
– Purpose
– Greenhouse gas emissions
– Sustainability
– TCFD
1
41
32
46
Key s172 consideration
Page
– Stakeholder engagement
– Dividends
– Strategy
76
224
17
Strategic Report
82
Section 172 statement
How the Board complied
with its s172 duty
Adequate consideration of key stakeholder groups in
Board decisions has always been part of Board
discussions and the decision-making process at
Genuit. The Board promotes the success of the
Company for the benefit of its shareholders as a whole,
whilst having regard to other stakeholders. The Board
uses varying methods of engagement, depending on
the stakeholder, to ensure that it is fully informed of
their needs. These include but are not limited to: press
releases, announcements, roadshows, site visits,
surveys, one-to-one contact, newsletters, forums,
emails, videos and Townhall leadership sessions.
Key decisions in 2025
Our governance processes enable the Board to
consider the interests of all stakeholders, having
regard to all the relevant factors to select the
course of action that best leads to high standards
of business conduct and the success of the
Group in the long term.
Effective engagement ensures that the Board is
fully aware of any potential issues and likely impact,
allowing it to promote those initiatives that are
expected to have a positive outcome and minimise
those which may have a negative impact.
This allows for detailed and thorough discussions
at meetings, enabling a considered, informed
and balanced approach to decision-making. In
performing their duties during 2025, the Directors
have had regard to the matters set out in s172 of
the Companies Act 2006, as demonstrated within
this statement and elsewhere in the Annual
Report and Accounts.
Strategic Report
83
Approval of new Enterprise Resource Planning
(ERP) system
Context
The Group operates a variety of information systems that are key to operations, and
it was identified that as a result of this, it may be unable to leverage the latest
technologies or effectively realise the benefit from programs to transform systems
capability. As a result, during the year, the Group decided to source a new Group-wide
ERP system, which involved finding a platform provider in addition to an effective
systems integrator.
Approval of acquisitions
Context
In line with the Group’s long-term strategy for growth and purpose, the Board
approved the acquisitions of Monodraught and the Davidson group of companies
during 2025, having prioritised and considered the long-term consequences of these
acquisitions on its stakeholders.
Shareholders
The Board considered the potential
synergies and financial benefits of the
acquisitions in the context of the Group’s
strategy, as well as the environmental
credentials of the target businesses. It
also considered the benefit that the
acquisitions would bring to shareholders
in terms of the long-term growth of the
enlarged Group and potential returns.
Customers
It was key to the decision-making process
that the acquired businesses would
provide further synergies and increase
the portfolio of products and solutions
available to our customers.
Communities
The Board considered the impact of
the additional sites and operations in
the context of climate change and
local communities.
Outcomes and impact
The Board approved each acquisition
and Monodraught and the Davidson
group of companies joined the Group in
August and September 2025, respectively.
Customers
The customer experience was considered
as part of the decision-making process,
as the successful implementation of a
new ERP system will make the customer-
facing experience more efficient and
effective.
Supplier
The Board considered the positive impact
that a more modern and sophisticated
system would have on its suppliers,
understanding those realised benefits
of an efficient supply chain process.
Shareholders
The Board considered the impact that
the legacy ERP systems would have on
the Company’s ongoing operations and
future performance, and how this might
impact future returns to shareholders.
Outcomes and impact
The Board approved the appointment
of a chosen software vendor and systems
implementation partner, and to proceed
with a ‘Vision and Validate’ phase during
2026.
Employees
A key priority during the decision-making
process was to ensure that employees
were involved in the decision-making
process, given they are critical to the
successful implementation of a new ERP
system across the Group.
Employees
A key priority during the decision-making
process was to ensure that the employees
of both the acquired and current
businesses into which they were integrated
would be supported, to ensure an efficient
and effective onboarding process.
s172 considerations
1
2
3
4
5
s172 considerations
1
2
3
5
Strategic Report
84
Section 172 statement continued
Approval of the appointment of Britta Giesen
Context
A key responsibility of the Board and the Nomination Committee relates to Board
succession and composition, to ensure there is an appropriate balance of skills,
experience, diversity and independence on the Board. Britta Giesen was appointed to the
Board on 27 October 2025, and as a former CEO and given her overseas listed company
experience, it was believed her executive and international experience would be beneficial
to the current Board composition. In addition, Britta has lean experience and specialist ESG
experience, which adds further diversity of thought to Board discussions.
Approval of a new organisational structure
Context
During the year, the Board reviewed and approved a proposal from the Executive
Leadership Team to consolidate our Sustainable Building Solutions
(
SBS
)
and Water
Management Solutions
(
WMS
)
Business Units, to leverage cross-business opportunities
in the water sector, remove silos and leverage synergies. The Board approved the
proposal, and the outcome resulted in the creation of our new Water Division with
effect from 1 January 2026, to sit alongside our Climate Division
(
formerly CMS
)
.
s172 considerations
1
2
3
5
s172 considerations
1
2
3
4
5
Shareholders
The Board considered the skills,
knowledge and experience required at
Board level to support delivery of the
Company’s strategy and returns for
shareholders. The Board considered
Britta’s knowledge and experience across
sectors, and her sustainability roles as
noted above, and determined that these
would complement the current skills,
diversity and composition of the Board.
Employees, customers and
communities
Diversity of thought at Board level will
drive better decision making, which will
ultimately positively impact all
stakeholders.
Outcomes and impact
The Board approved Britta’s appointment,
given her knowledge and broad
experience, in particular in relation to
sustainability and executive leadership,
which is an area identified as requiring
enhancement within the 2025 reported
Board skills matrix.
Shareholders
The Board considered the benefits of the
restructure and the potential impact on
the long-term growth of the Group in the
execution of its strategic objectives.
Customers
This organisational change will improve
the experience for our customers, with
one Division that is focused on solving
challenges they experience in the water
sector, as opposed to them having to
engage with various businesses to benefit
from their different products. This creates
better alignment for our customers and
more synergies for the Group.
Employees
This will improve communication pathways
for employees, leveraging knowledge from
SBS to WMS, given the simplification of the
organisational structure. This will also result
in structural efficiencies, realised through
improving leadership reporting lines and
support systems.
Communities
Given the prominence of water-related
challenges, bringing together our various
businesses into one Division will help us
find better and more efficient solutions for
our communities.
Outcomes and impact
The Board approved the restructuring and
changes to the organisational structure, to
enable further successful delivery of the
Sustainable Solutions for Growth strategy.
Strategic Report
85
The following table, in addition to our TCFD Report on pages 46 to 58, details the non-financial information required by section 414CB of the Companies
Act 2006 and highlights where more information can be found elsewhere within the Annual Report and Accounts.
Non-financial information
reporting requirement
Development and actions
Our impact and any related principal risks
Page
Environmental matters
– Advancing the circular economy
– Tackling climate change
– Task Force on Climate-Related
Financial Disclosures
(
TCFD
)
Providing solutions to the environmental challenges facing infrastructure, buildings
and communities is at the heart of the Group’s strategy and growth agenda. The
Group has science-based targets
(
SBTs
)
with initial targets to achieve by 2027, as well
as formulating its detailed transition plan to reduce CO
2
e emissions as part of its
Pledge to Net-Zero and an increase in its use of recycled polymers.
–
Our business model
16
–
Non-financial KPIs
24
–
TCFD
46
–
Sustainability and net-zero transition plan
44
–
Principal risk 5 – climate change
92
Employees
– Talent development
– Developing apprentice
and graduate careers
– Diversity & Inclusion ambition
– Health and safety
– Culture and behaviours
As part of its efforts to consolidate and promote a healthy culture, the Group places
its focus on motivating and developing its employees so they feel valued and
engaged with the strategic direction of the Group, and understand the contribution
they can make to its growth. Attracting and retaining a diverse workforce and investing
in employees’ future opportunities is of paramount importance to the Group, as can
be seen from initiatives such as the Graduate Scheme, our Apprentice programme,
our Genuit Leadership Programme and our Gold membership of The 5% Club.
–
People and Culture
65
–
Health, safety and environment
63
–
Stakeholder engagement
76
–
Principal risk 6 – recruitment and retention
of key personnel
92
–
Principal risk 9 – health, safety
and environmental
94
–
Governance and culture
107
Social matters
– Developing sustainable solutions
The Group is committed to carrying out its business responsibly and ensuring that it
promotes sustainable operations and minimises adverse environmental and social
impacts. Employees are actively encouraged to participate in initiatives within their
communities which reduce the impact of climate change and to offer support and
education to their local communities.
–
Stakeholder engagement
76
–
People and Culture
65
Human rights
The Group has a standalone Human Rights Policy and Anti-Slavery Policy. Our Modern
Slavery Act transparency statement is available on the Company’s website, within
which we state our zero-tolerance approach to any modern slavery or human
trafficking rights violations. The Group has a supplier onboarding process for new
suppliers, which includes requiring suppliers to sign up to our Supplier Code of
Conduct and Sustainability Code of Conduct and that they conform to ethical working
practices and to confirm they are aligned with our environmental targets. The Group
also has a Diversity Policy which is reviewed and approved by the Board on an annual
basis.
–
Nomination Committee Report
117
–
Stakeholder engagement
76
–
Principal risk 2 – raw materials supply
and pricing
90
Anti-corruption
and anti-bribery
The Group seeks to prohibit all forms of bribery and corruption within its businesses
and complies with the requirements of all applicable anti-bribery and corruption laws.
The Group requires all relevant employees to confirm bi-annually that they have
complied with the Group’s Anti-Bribery and Corruption Policy, and periodic audits
of compliance with the policy are carried out by the Internal Audit function.
–
Audit Committee Report
129
–
Principal risk 8 – breach of legislation
93
Strategic Report
86
Non-financial and sustainability information statement
Risk management framework
Risk management is integral to our Group
and to achieving our strategy. Our risk
management framework makes sure that
we manage risks in a simple, consistent and
structured way. This helps us achieve our
goals, deliver our strategy, support our
business model and protect our assets,
whilst delivering positive outcomes for all
our stakeholders on a long-term, sustainable
basis. We align our risk management
activities with our strategic framework,
business planning and performance
management. This helps integrate risk
thinking into key decision-making areas.
Risk management governance
The Board has overall responsibility for risk
management and for maintaining a robust
risk-related internal control environment. It is
responsible for determining the nature and
extent of the principal risks that the Group is
willing to take to achieve its strategic goals.
The amount of risk is assessed within the
context of our strategic priorities and the
external environment in which we operate,
and is referred to as our risk appetite. The
Board is central to the Group’s risk review
process, including the scenario planning
and detailed stress testing associated
with the Group’s Viability Statement.
Effective risk management is fundamental to our
strategy and performance. Our ability to identify,
assess and effectively manage current and
emerging risks is critical to how we position the
Group to create value in the face of uncertainty
whilst delivering positive outcomes for all our
stakeholders on a long-term, sustainable basis.
To support the Board, the Risk and Audit
Committees provide essential oversight
and assurance. The Risk Committee
(
comprising the Executive Leadership Team
and chaired by the Chief Financial Officer
)
specifically reviews the effectiveness of risk
management and internal control processes
throughout the year. At the strategic level,
this top-down evaluation of risks ensures
that our risk management is focused on
the principal risks facing our business and
considers our key risks across the Group
in aggregate, as well as seeking to identify
emerging risks.
The Risk Committee is accountable for the
effective management and reporting of
principal and emerging risks across the
Group. It also monitors the operation of our
risk-related internal control environment.
The Head of Internal Controls and Group
Internal Audit Director support the Risk
Committee in embedding and ensuring the
effectiveness of risk-related internal controls
across the Group’s operations, culture,
and decision-making processes.
At the operational level, the day-to-day
management of risk is embedded within
our businesses and is integral to the way
the Group conducts business.
This bottom-up approach ensures that
potential risks are identified at an early stage
and are escalated appropriately. Ownership
of operational risks resides within each
business and Group function through
designated risk owners, with risks managed
at source, and appropriate mitigations
(
including risk-related internal controls
)
put in place. The Business Unit and Group
function risk owners each maintain a
detailed risk register, that is regularly
reviewed by the Risk Committee. Significant
and emerging risks are formally reported to
the Risk Committee at least every six months,
though this often extends to every quarter
in line with Risk Committee scheduling.
Internal audit acts as an objective assurance
function by evaluating the effectiveness of
our risk management and internal control
processes through independent review
and rotational testing.
With this approach, the Group operates
a ‘three lines of defence’ model of risk
management, with operational management
forming the first line, the Risk Committee and
other assurance roles forming the second
line, and finally, internal audit provides the
third line of defence.
Risk rating and appetite
The Board determines our risk appetite,
which is at the core of our risk management
approach, guiding our business planning,
decision-making and strategy execution.
The Group’s risk appetite is reviewed annually
and approved by the Board, and is embedded
within our risk-related internal controls.
We regularly review our risk appetite using a
risk dashboard with key risk indicators
(
KRIs
)
for each principal risk, along with specific
tolerances to help us assess whether our risk
exposure aligns with our appetite or could
threaten the achievement of our strategic
goals. These risk indicators are a mixture of
leading and lagging indicators, with forecasts
provided where available, which inform
discussions at Risk Committee meetings.
Whilst our risk appetite may vary over time
and during the course of the cycle, we
maintain a balanced approach to achieving
long-term, sustainable value. During the
year, we have formally reviewed our risk
appetite, including clear risk appetite
statements, tolerances
(
low, medium or
high
)
and treatments
(
reduce, maintain
or increase
)
for each principal risk.
Strategic Report
87
Principal Risks and Uncertainties
Risk management process
The Board continually assesses and monitors the Group’s principal and emerging risks. The Group has developed a risk management framework to identify, assess,
manage and report the various risks that it faces. This process is as follows:
Top-down
Identifying, assessing, managing and reporting
risk at Group level
Group risk register
contains the aggregated Business Unit and Group function risks, which contribute to the Group’s
principal and emerging risks, and is maintained by the Risk Committee
Business Unit and Group function risk registers
contain the granular and specific risks associated with each Business Unit and Group function,
which contribute to the Group risk register. Maintenance of these registers is the responsibility of each
Business Unit and function head, and they are reviewed at least annually by the Risk Committee
on a rotational basis
Business risk registers
Identifying, assessing, managing and reporting
risk at business level
Bottom-up
Principal risks and uncertainties
those that could have a material impact on the Group’s performance
and prospects, net of mitigating activities
Emerging risks
those that could potentially significantly impact our industry and/
or our Group; these are evolving and often new, and thus are not fully
understood in terms of impact and/or likelihood
As part of the risk assessment process, risks are; analysed, allocated owners, scored for both impact and probability to determine the exposure for the Group, prioritised,
assessed for what mitigating actions are required and updated at least every six months. KRIs are monitored to ensure that the Group identifies any changes to these
risks and, if relevant, updates mitigating actions on a timely basis.
Risk
identification
Risk
response
Risk
monitoring
and
reporting
Risk
assessment
Risk
management
process
Strategic Report
88
Principal Risks and Uncertainties continued
Principal risks
Link to strategy
Change in risk
assessment in year
Risk treatment
category
1
Macroeconomic and political conditions
Reduce
2
Raw materials supply and pricing
Reduce
3
Failure of information systems or cyber breach
Reduce
4
Reliance on key customers
Maintain
5
Climate change
Maintain
6
Recruitment and retention of key personnel
Maintain
7
Execution of M&A strategy
Maintain
8
Breach of legislation
Maintain
9
Health, Safety and Environmental
Maintain
Other Group risks
Risk appetite
Change in risk
assessment in year
Risk treatment
category
Intellectual property
Maintain
Product failures
Maintain
Liquidity and funding
Maintain
Principal risk assessment
During the year, the Board has again undertaken robust
assessments of the principal and emerging risks facing
the Group, including those that would threaten its
business model, future performance, solvency or
liquidity, as well as the Group’s strategy. The Board does
not consider that the fundamental principal risks and
uncertainties facing the Group have materially
changed during the year. However, our current
assessment shows an increase in the ‘Failure of
information systems or cyber breach’ risk reflecting the
increasing frequency and volume of cyber-attacks.
The key changes and assessments are summarised
in the following Group risk profile and principal risks
tables, detailing the key potential impacts on our Group,
KRIs, mitigations, developments in 2025 and,
where relevant, emerging risks.
Key
Risk appetite
Change in risk assessment
Strategy
Low
Increased
Growth
Genuit Business System
Medium
No change
Sustainability
People and Culture
High
Decreased
Group risk profile
High
Impact
Medium
Low
Low
Medium
High
Probability
2
8
9
4
7
3
3
5
1
Other Group risks
The Group’s facilities and operations could be
subject to disruption due to incidents including, but
not limited to; cyber-attacks, supply chain disruptions,
or over the longer term, by the physical or transition
risks of climate change. These were previously
disclosed as a single principal risk entitled business
disruption, however, following a detailed review
during the year, this was deemed duplicative and has
therefore been included as appropriate within other
relevant principal risks such as raw materials supply
and pricing, and climate change.
With the intention of simplifying and streamlining the
Group’s disclosure to articulate those risks which are of
greatest significance to the Group, a decision was
6
taken to remove intellectual property (IP), product
failures and liquidity and funding from detailed principal
risks. Whilst the Group depends on its extensive and
unique IP and differentiated products to defend its
market positions and sustain higher margins, and is
dependent on meeting its short-term liquidity and
long-term funding financial obligations as they fall
due, these risks are well-managed, remain stable and
are unchanged year-on-year therefore are less
significant from an overall scoring perspective. As a
result, they remain on the Group risk register and will
be reviewed accordingly, however, will not be
disclosed as part of the detailed 2025 principal
risks and uncertainties.
Strategic Report
89
1
Macroeconomic
and political conditions
Risk
The Group is impacted by the level of
activity in its end markets, especially the
construction industry, and is, therefore,
susceptible to any changes in its cyclical
economic conditions, Government policy,
Government elections, rates of inflation,
interest rates, any political and economic
uncertainty and the impacts of global
conflicts or trade tensions.
Potential impact
Macroeconomic and political conditions could have
an adverse impact on the Group’s markets and wider
economy and, ultimately, demand for its products. In
addition, Government policy has the potential to be
either positive or adverse to markets and demand.
Lower levels of activity within our end markets,
especially the construction industry, could reduce
sales and production volumes, thereby adversely
affecting the Group’s financial results.
KRIs
– Bank of England interest rate
– Construction Products Association activity levels
– Construction sector insolvencies
– New housing starts
– Projected economic metrics (GDP, inflation and
interest rates)
– Viability Statement stress testing
for downside scenarios
Mitigations
– Diversify our businesses, end markets and supply
chains, and proactively develop our brands, products
and services.
– Target those end markets where profitable growth
prospects are greatest.
– Monitor trends and lead indicators, actively manage
our demand forecasts and costs through regular
operational review meetings and undertake scenario
planning to support business resilience.
– Focus on innovation, new product development
and ESG-driven opportunities to leverage our
competitive advantage.
– We assess the potential financial impact of changes
to climate regulations and carbon taxes using
quantitative scenario analysis, which informs decision-
making when identifying appropriate mitigations and
impacts, as outlined in our Task Force on Climate-
Related Financial Disclosures (TCFD) report on pages 51
and 53.
Developments in 2025
UK macroeconomic uncertainty continued in the
run up to the Autumn Budget, although given it
was not adverse to the sector, it is hoped that it
will be a clearing event for confidence. The global
macroeconomic landscape remained dynamic
and volatile, although world economies
remained reasonably resilient. Construction
activity and housing starts remained at
historically low levels. To mitigate this, we
continued to focus on cost control and driving
productivity through the Genuit Business System
(GBS), whilst also investing in organic
growth initiatives.
Emerging risks
– Geopolitical tensions adversely impact
construction activity levels.
2
Raw materials supply
and pricing
Risk
The Group is exposed to security of
supply risks in respect of raw materials,
components and haulage, including
associated cost volatility due to
(amongst other matters) the
consequences of economic uncertainty,
conflict, global supply disruptions,
increased shipping complexities,
fluctuations in the market price of crude
oil and other commodity feedstocks,
foreign currency exchange rate
movements, and changes to suppliers’
capacity. The increased friction and
potential for a trade war or other
geopolitical disputes could destabilise
supply chain activity.
Over the longer term, supply chain issues
could be caused by physical or transition
risks related to climate change.
Potential impact
Suppliers may not be able to meet our demand
for raw materials, etc., and/or the price we pay
is adversely impacted. Supply chain disruption could
lead to inefficient or even ceased production and/or
distribution, which could adversely affect the Group’s
financial results. Supply chain constraints could
reduce sales and organic growth, increased costs
could reduce margins, and limited availability or
regulatory changes could result in our failure to
achieve recycled material consumption targets. Our
product development efforts may be redirected to
find alternative materials and/or components.
KRIs
– Subscribe to third party supplier risk management
solution
– Market intelligence and commodity pricing
– Market supply and demand restrictions
– Volume and value under contract with guaranteed
supply and fixed price
Mitigations
– Implement strategic sourcing agreements with key
suppliers.
– Utilise different purchasing strategies, as appropriate,
including dual supply, guaranteed availability,
fixed price, etc.
– Group Legal review of significant contracts to avoid
unfavourable and/or inflexible terms.
– Standard purchasing framework agreements
to expedite sourcing and reviewing supplier terms.
– Maintain adequate, but not excessive, inventories,
which act as a limited buffer in the event of unexpected
supply chain disruption.
– We assess the potential financial impact of increased
demand for low-carbon materials using
both qualitative and quantitative scenario analysis, and
assess supply chain disruption using quantitative
scenario analysis, which informs decision-making
when identifying appropriate mitigations and impacts,
as outlined in our TCFD report on pages 55 and 56.
Developments in 2025
The continued subdued macroeconomic
environment and corresponding weak demand
resulted in few supply chain constraints.
However, geopolitical tensions led to China
introducing new licencing arrangements for the
export of rare metals, including magnets for our
Adey product range. To mitigate this specific risk,
amongst other matters, we reviewed the designs
to include alternative components where
practical.
Emerging risks
– The trend away from globalisation to the
regionalisation of trade, and the resultant
desire to control resources, may result in
greater inflation risk and security of supply risk.
90
Strategic Report
Principal Risks and Uncertainties continued
3
Failure of information
systems or cyber breach
Risk
The Group operates a variety of
information systems that are key to
operations and the maintenance of our
control environment. There is a risk that
one or more of these systems could fail
due to (i) network or power outages, (ii)
information or cyber security breaches,
or (iii) issues with out-of-support or
legacy software packages. There are
also risks that the Group may be unable
to leverage the latest technologies, such
as artificial intelligence (AI), due to
inconsistent data structures across
platforms and that benefits may not
be realised from programs to transform
systems capability. As systems
increasingly move to cloud computing
environments, the nature of these risks
and the mitigations are evolving with
a growing dependency on third party
service providers for the availability,
security, resilience and scalability of
critical systems. The threat from cyber
criminals is also one that continues
to evolve.
Potential impact
Disruption or failure of our information
systems could affect the Group’s ability
to conduct its ongoing operations and/or
result in data loss, which could adversely
affect the Group’s financial results,
reputation and compliance with data
protection regulators.
KRIs
– Software obsolescence and changes in
third party software provision
– Age and complexity of the systems
landscape
– Cyber security intelligence and threat
levels
– Penetration testing results
– Information security training compliance
– Cloud resilience or disaster recovery
testing results
Mitigations
– A multi-year systems transformation program covering Enterprise
Resource Planning (ERP), the Human Resources Information
System (HRIS) and Customer Relationship Management (CRM)
systems, is underway to create a resilient, efficient, secure and
consistent platform for the Group.
– The program is being managed in conjunction with GBS in order to
maximise business benefits and support the modernisation of
operations over the medium term. As part of the program, data
structures will be optimised to enable future technologies such
as AI.
– The Group operates industry standard information and cyber
security policies, procedures and systems leveraging best-in-class
third party software and services.
– Specific protections include firewalls, end-point protection,
penetration testing, cyber audits, the provision of Virtual Private
Networks (VPNs), email and internet traffic filtering, anti-virus and
malware protection, identity management, network monitoring
and intelligence, threat detection and response and information
security training for all employees.
– Ongoing assessment is conducted of our third party cloud and
Software as a Service (SaaS) providers as part of the security and
risk framework.
– The Group maintains information systems backup and recovery
plans as part of its broader business continuity planning.
Developments in 2025
The Board approved investment in a multi-year
transformation program for core systems.
Continued investments were made in replacing
legacy systems and the Group’s networks and in
enhancing information and cyber security
defences. In addition, support was provided to
newly acquired businesses to bring their
environments up to Group standards.
Emerging risks
– AI enables threat actors to sustain more
intense and sophisticated cyber-attacks.
– Geopolitical tensions result in an increasing
frequency, complexity and malicious intent
of cyber-attacks.
4
Reliance on
key customers
Risk
Some of the Group’s businesses are
dependent on key customers in highly
competitive markets. We may fail to
adequately manage relationships with
these key customers.
Potential impact
Any deterioration in our relationship with
a key customer could lead to a loss of
business, thereby adversely affecting
the Group’s financial results.
KRIs
– Commercial sector contract
support metrics
– Developer audit compliance
– Quotation activity
– Revenue by contractor/merchant
– Revenue levels relative
to CPA sector analysis
Mitigations
– Innovate and develop our brands, products and services to
better meet the needs of our customers.
– Broaden our customer base wherever possible and increase
our activity in gaining specification.
– Deliver exceptional customer service, which is constantly
monitored, and maintain strong relationships with major
customers through direct engagement at all levels.
– Actively manage customer pricing, rebates and credit terms
to ensure that they remain both competitive and commercial.
These are negotiated and approved by senior management,
and governance procedures are in place to ensure that these
are reviewed by Group Legal, where required.
Developments in 2025
The trends of UK house builders consolidating
and low-cost competitors entering into some of
the markets we serve continued. This
consolidation did, however, provide
opportunities, not least where existing customers
acquire their competitors and sought to
consolidate their purchasing with the Group.
Emerging risks
– Ecosystem changes in our industry, including
customer ownership and consolidation.
– Failure to harness AI technologies to drive
efficiencies and generate value could make
us less competitive.
– Long-term changes in customer needs and
expectations.
Strategic Report
91
5
Climate change
Risk
The increase in frequency, intensity
and impact of weather events such
as flooding, drought, extreme heat
and coastal erosion. The longer-term
implications of climate change give
rise to the transition risk of addressing
the challenges expediently.
Potential impact
Adverse weather events could damage, disrupt or
lead to temporary closure of the Group’s facilities
and operations.
Prolonged periods of severe weather could result in
a slowing down of site construction activity, thus
reducing demand for the Group’s products. Growing
stakeholder focus on corporate action to meet
emissions reduction targets may result in increased
reputational risk and reduced customer and/or
employee loyalty, investor divestment and impacts
to customer activity levels.
All the above potential impacts could adversely
affect the Group’s financial results and investment
proposition.
KRIs
– Achievement of carbon reduction targets
– Use of recycled materials
– Performance against climate change targets
(carbon reduction) and other sustainability/
ESG KPIs
– Scopes 1, 2 & 3 carbon emissions
– Site flood risk assessments
Mitigations
– Maintain our climate change risk analysis and undertake
the associated actions where relevant, further
embedding the detailed assessments of climate-related
risk throughout the Group.
– Maintain our sustainability framework, which includes
a series of measures, action plans, metrics and
targets (described in our TCFD report on page 46 and
sustainability framework on pages 34 to 36)
to accelerate the Group’s progress.
– Embed our sustainability agenda across the workforce.
Our Sustainable Solutions for Growth strategy is focused
on both mitigation and adaptation opportunities,
including reducing our carbon impact.
– In the event of flooding, in the short term, some
production could be transferred to other sites. In the
longer term, climate change impact is monitored and,
where deemed appropriate, flood defence systems
could be installed.
– Details of our response to specific climate change risks
are described in our TCFD report on pages 51 to 55.
Developments in 2025
We further progressed our TCFD quantitative
scenario analysis, which provided us with a
deeper understanding of the potential financial
impacts and allowed us to refine our existing
mitigations. In addition, following the Group’s
SBTs being validated in 2024, we continued to
progress supplier engagement to ensure that
they were on a carbon reduction pathway and
were also managing their own exposure to
climate-related risk, thus supporting our
published Pathway to Net-Zero.
Emerging risks
– Changing geopolitical attitudes to climate
change and carbon intensity could result in an
acceleration of global warming.
– Changes in legislation on chemical safety and
classification, affecting raw material supplies.
6
Recruitment and
retention of key personnel
Risk
The Group is dependent on attracting
and retaining people with the right skills,
experience and capability, as well as the
continued mental health and wellbeing
of our people.
Potential impact
Loss of any key personnel without adequate and timely
replacement, and/or skills shortages, could disrupt
business operations, increase salary inflation and
adversely impact the Group’s ability to profitably
implement and deliver its Sustainable Solutions for
Growth strategy.
KRIs
– Employee engagement levels
– Employee wellbeing indicators
– Gender and ethnicity pay gaps
– Gender and ethnicity representation
at all levels, including job applications
– Length of time taken to recruit, along with
offer acceptance levels
– Voluntary employee turnover and the
reasons cited
Mitigations
– Track key people indicators monthly and take action
as required.
– Embed learning and development programmes
across the Group, including diversity and inclusion.
– Mental health policy and associated training, as well
as employee assistance and wellbeing programmes.
– Group-wide HR information system that enables
recruitment, performance management and talent
management, and improves employee engagement
survey capability.
– Continuous enhancement of employee
communication mechanisms, and corresponding
engagement.
Developments in 2025
The labour market remained competitive, with
potential employees seeking roles and
employers offering a wider proposition. In that
regard, we continued to develop our talent,
improve our shared culture and retained our
Gold Member status with The 5% Club. We
successfully completed our second Group-wide
employee engagement survey, which
demonstrated a relatively stable landscape. In
addition, we continued to reduce the levels of
voluntary employee turnover.
Emerging risks
– Changes in working patterns or increased
financial uncertainty could have a negative
impact on employees’ mental health.
– Evolution of long-term societal and
workplace expectations.
92
Principal Risks and Uncertainties continued
Strategic Report
8
Breach of legislation
Risk
Failure to comply with the continually
evolving governance, legislative and
regulatory business environment, which
includes but is not limited to Data
Protection Regulation, Competition Law,
the Bribery Act, the Economic Crime and
Corporate Transparency Act (ECCTA),
Sanctions Compliance and the Building
Safety Act. Employees and/or the Group
may fail to comply with the regulations in
the furtherance of business.
Potential impact
Fines and other financial penalties, in
addition to potential prosecution penalties in
the event of breaches, alongside damage
to the Group’s reputation and potential
current and future business.
KRIs
– Breach notifications
– Findings and recommendations
from internal audit reviews
– Number of Sanctions policy requests for
approval
– Training completion rates
– Number of referrals to Group Legal
Mitigations
– Provide training and guidance documents to all relevant new
employees on Competition Law, including those who are changing
roles. In addition, provide mandatory training in relation to
compliance with Data Protection Regulation and the Bribery Act.
– Monitor, and report to the Board on, training completion rates. In
addition, compliance training forms part of the annual senior
management bonus plan.
– Obtain regular declarations of compliance in respect of Data
Protection, Competition Law, Sanctions Compliance and
adherence to ethics and compliance expectations.
– Group Legal approval required for all business in higher-risk
countries. A third party system is used to screen companies and/
or individuals located in, or linked to, sanctioned countries or those
exports with increased risk of diversion to Russia.
– Independent third party Safecall whistleblowing helpline, available
to employees, and reported to each Audit Committee meeting
as relevant.
– Data security solution that can automatically discover, classify and
label personal data and, where necessary, remediate potential
data exposure and misconfigurations instantly.
Developments in 2025
Group policies and training programs were
reviewed, enhanced and updated, including
in response to changing legislation such as
the ECCTA, thus mitigating the risk of a
compliance failure.
Emerging risks
– Changes to existing or potential new laws,
or trade sanctions, either in response to
geopolitical tensions or otherwise.
– Increased regulatory burden around
corporate governance and reporting, leading
to additional disclosure pressures from
investors and increased levels of scrutiny from
regulators and other stakeholders.
– The regulatory landscape, technology and
public awareness of AI and the use of data are
rapidly evolving, leading to unpredictable
outcomes and potential new obligations or
reputational impact.
7
Execution of
M&A strategy
Risk
The management of acquisitions
activity and their integration play a
part in delivering the Group’s Sustainable
Solutions for Growth strategy.
Acquisitions may fill a strategic gap in
the Group’s portfolio, enable sales or
operational synergies and/or provide
access to new or diversified markets.
There is a risk that suitable acquisitions
may not be identified and executed, that
any executed acquisitions may not be
integrated or may not perform as
expected in the acquisition case, and
that benefits and value do not accrue in
line with expectations.
Potential impact
Ineffective identification, execution and
management of acquisitions could lead to
management distraction, a drain on
financial resources, and impact the Group’s
ability to successfully implement and deliver
its Sustainable Solutions for Growth strategy,
including the ability to meet medium-term
financial targets.
KRIs
– Acquisition price (premium, earnings
multiple, etc.)
– Benefits and synergy tracking
– Execution of targeted acquisitions
and disposals
– Milestone achievement of integration plan
– Performance compared to the
acquisition case, including the root
cause of any deviations
– Target management incentivisation,
engagement and sentiment
Mitigations
– Pipeline of potential M&A targets being developed internally,
in tandem with external advisory firms.
– Formal Board-level approvals, in accordance with the Group’s
Delegation of Authority matrix.
– Full legal, commercial and financial due diligence performed
before any acquisition is made, together with as much access
to existing management as possible.
– Contractual assurances sought from the sellers to mitigate
against any identified issues or risks, and where this is not
possible, then warranty and indemnity insurance is sought.
– Where appropriate, contingent consideration is linked to the
ongoing performance of the acquisition.
– Monitor the progress of any integration at Board and senior
management team level.
– GBS deployed within any new acquisitions.
Developments in 2025
Our M&A processes remained effective, and
we successfully completed the acquisitions
of Monodraught and the Davidson group of
companies. The Group is actively integrating
these businesses and will deploy GBS within
them. In addition, the Group actively investigated
and cultivated a pipeline of potential targets to
develop the acquisition funnel, and developed a
standard acquisition and integration playbook.
Emerging risks
– Acceleration of corporate consolidation in
the markets in which we operate may limit
potential M&A opportunities.
Strategic Report
93
Joe Vorih
Chief Executive Officer
10 March 2026
9
Health, Safety
and Environmental
Risk
The Group is subject to the requirements
of environmental and occupational
safety and health laws and regulations
in the countries in which it operates,
including obligations to take the correct
measures to prevent fatalities or serious
injury, and to prevent and/or investigate
and clean up environmental
contamination on or from properties.
Potential impact
Lack of management focus, poor cultural
attitude or failure of the Group to comply
with health, safety and environmental
regulations and other obligations relating
to environmental matters could result in
harm to individuals, the environment or
property and the Group being liable for fines.
This would result in the Group suffering
reputational damage, requiring modification
to operations, increasing manufacturing and
delivery costs, and could result in the
suspension or termination of necessary
operational permits, thereby adversely
affecting operations and financial results.
KRIs
– Audit performances/scores
– Hazard and near-miss reporting
– Recordable injury frequency rates
– RIDDOR reportable incidents
– Motor and employers’ liability claims
Mitigations
– Formal Health, Safety and Environmental (HSE) policy, and
procedures to monitor compliance.
– Group HSE Director (with a team throughout the Group) with
clear accountability for HSE.
– HSE performance is regularly tracked, reported and reviewed
by all levels of management, including the Board.
– Internal and external HSE audits.
– Investigations to identify root causes and key learnings with
a view to continuously improving. Learnings are shared, as
necessary, and key messages reinforced throughout the Group.
Developments in 2025
Health and safety remains a priority for us. We
commenced the development of a health and
wellbeing strategy, including the planned launch
of a Group-wide mental wellbeing training
programme for our leaders, and trial partnership
with a third party platform provider enabling
employees to meaningfully engage with their
health and wellbeing. In addition, we further
developed our Group-wide internal HSE auditing
system (the Genuit Blue HSE Audit programme),
which provides more feedback on what works
well and what further improvement opportunities
exist, in addition to being a mechanism for
identifying and sharing good practice.
Emerging risks
– Complying with potential future changes to
HSE regulations.
Strategic Report
94
Principal Risks and Uncertainties continued
96
Governance at a glance
98
Chair’s introduction to governance
100
Directors and Officers
102
Corporate Governance Report
104 Steering to sustainable success
111 Strong foundations
113 Shaping the future
117
Nomination Committee Report
123
Risk Committee Report
129
Audit Committee Report
137
Directors’ Report
141
Directors’ Responsibilities Statement
Governance
Governance
95
Governance
Governance
Governance at a glance
Our Board
The Board has seven Directors, comprising the Chair, two Executive Directors and four independent Non-Executive Directors,
and is supported by the Company Secretary.
The Board
The Board provides leadership for the
Company and represents the shareholders,
overseeing and enabling the Company’s
prosperity and long-term success. Part of its
responsibilities include setting the Company’s
strategy, culture, control and management.
Independent Non-Executive Chair
Kevin Boyd
Executive Directors
Joe Vorih and Tim Pullen
Independent Non-Executive Directors
(NEDs)
Shatish Dasani, Bronagh Kennedy, Lisa
Scenna and Britta Giesen
Company Secretary
Emma Versluys
The Executive Leadership Team (ELT)
The ELT is responsible for implementing
Company policies, strategies and the decisions
made by the Board, managing daily operations
and steering the Company towards achieving
its goals.
Chief Executive Officer
Joe Vorih
Chief Financial Officer
Tim Pullen
Group General Counsel and Company
Secretary
Emma Versluys
Chief Strategy and Sustainability Officer
Martin Gisbourne
Chief People Officer
Edel Conway
Managing Director, Climate Division
Lee Mellor
Managing Director, Water Division
Steve Currier
Nomination
Committee
pages 117-122
Risk
Committee
pages 123-128
Audit
Committee
pages 129-136
Remuneration
Committee
pages 143-168
Chair
NED
NED
NED
NED
NED
NED
NED
NED
Chair
NED
NED
NED
NED
CEO
CFO
CSS
CD
WD
CS
CPO
Executive Leadership Team
CEO
CFO
GC/CS
CPO
CSS
CD
WD
Genuit Group plc Board
Chair
CEO
CFO
NED
NED
NED
NED
CS
Governance
96
Meeting attendance
Name
Position
Board*
Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk
Committee
Kevin Boyd
Chair
7/7
-
3/3
5/5
-
Joe Vorih
Chief Executive Officer
7/7
-
-
-
4/4
Tim Pullen
Chief Financial Officer
7/7
-
-
-
4/4
Lisa Scenna
Senior Independent Director
7/7
4/4
3/3
5/5
-
Shatish Dasani
Non-Executive Director
7/7
4/4
3/3
5/5
-
Bronagh Kennedy
Non-Executive Director
7/7
4/4
3/3
5/5
-
Britta Giesen
+
Non-Executive Director
2/2
1/1
-
2/2
-
Outgoing Directors:
Louise Brooke-Smith
+
Non-Executive Director
5/5
2/2
3/3
2/2
-
*
In addition to the above formally scheduled meetings, four ad hoc meetings were also conducted outside of the annual cycle to
cover specific matters.
+
Louise Brooke-Smith stepped down from the Board on 24 September 2025, and Britta Giesen was appointed to the Board on
27 October 2025. Both Directors attended all meetings during their tenure.
Workforce engagement
and culture
The Board continued to engage
directly with the wider workforce,
both formally and informally, in order
to enhance its ability to review and
monitor culture and behaviours to
ensure that they remain aligned with
the Group’s strategy.
UK Corporate Governance Code
2024, Provision 29
A key area of focus during 2025
for the Board, and specifically for the
Audit Committee, remained Provision
29 and the Company’s readiness for
changes that will become effective for
the 2026 financial year. This included,
in particular, detailed work to prepare
for the new requirements within
Provision 29 around risk management
and internal controls. Read more about
our progress towards compliance and
the steps taken during 2025 in our Audit
Committee Report on page 133.
Highlights
Board meeting
attendance:
100%
Board
independence:
71%
Ethnicity:
1 of 7
members
Average age:
57.6
Site visits:
4
Governance
97
Chair’s introduction
to governance
On behalf of the Board,
I am pleased to present
the Governance Report
for the year ended
31 December 2025
Kevin Boyd
Independent
Non-Executive
Chair
This Governance Report, as well as the reports of the Audit,
Nomination, Remuneration and Risk Committees, give further
insight into the Board’s activities during the year, which will
allow all stakeholders to determine the Company’s compliance
with the 2024 UK Corporate Governance Code
(
the Code
)
.
This Report, as well as the Directors’ Remuneration Report,
sets out in greater detail how the principles and provisions
of the Code have been applied during the year and how the
Board and its Committees have fulfilled their responsibilities
to ensure that high levels of governance are in place across
the Group.
Good governance is not simply an area of compliance but
is integral to an efficient, effective and prospering Company.
Structured and transparent governance systems hold
executives to account for their decisions on behalf of the
Company, enable effective leadership and lead to sustainable
business practices that promote long-term success for
shareholders. The Company has a clear and ambitious
strategy to fulfil its purpose of creating sustainable living
through the execution of its Sustainable Solutions for
Growth strategy. Utilising our extensive portfolio of brands
and businesses, combined with meaningful stakeholder
engagement, we are working hard to deliver on our growth
ambitions and to create financial returns in a sustainable
way. The Board played a key role in ensuring that the
Company was able to continue to operate within the changing
macroeconomic environment seen during the year, supporting
and challenging management. This Board oversight was key
to providing reassurance to shareholders and other material
stakeholders as to the resilience of the Group. Engaging with
our stakeholders is key to our governance structures
performing effectively and, consequently, the successful
implementation of our strategy. Further detail on how we have
done this during 2025 can be found on pages 76 to 81.
During December 2025, I reached out to our top 10 shareholders
to offer them the opportunity to meet to discuss any issues
or concerns they might have. I met with three during early
2026 and, overall, the feedback on the Group’s strategy,
performance and management team was positive.
Board changes and employee engagement
One of the Board’s key priorities this year was to ensure the
smooth transition of our dedicated Employee Engagement
NED
(
EE NED
)
Louise Brooke-Smith, as she retired from the
Board on 24 September 2025. I would like to personally thank
Louise for all her support and contributions to the Board
during her time as a NED, and place a spotlight on her
dedication to the role of EE NED during her tenure. She
prioritised ensuring that the voice of the employee was
present throughout our Board discussions and conducted
a successful employee engagement programme, giving
employees across the Group an opportunity to be heard.
It was paramount that this remained consistent throughout
the process of finding a replacement, and I am pleased to
confirm that Bronagh Kennedy was appointed as the EE NED,
effective from 24 September 2025. Bronagh has been part of
the Group since July 2023 and her experience from her
corporate governance, HR, legal and sustainability roles
leaves her well placed for the EE NED role.
Governance
98
“Our purpose of ‘Together, we
create sustainable living
’
showcases our desire for a
coaborative and problem-solving
mindset, providing solutis to the
aenges we face in the built
envirment. ”
Following her appointment, Bronagh took the opportunity to
review and enhance the current employee engagement
programme, widening the reach to new employees, given
the expansion of the Group during the year. These proposals
were reviewed by the Board at their meeting in October and
will be implemented during the 2026 financial year. Further
information about the employee engagement programme
are detailed in this Governance Report on page 108.
Our people and culture
One of the most valued and enjoyable aspects for our Board
is the opportunity to meet and spend time with colleagues
from across the Group. These interactions inform our direct
understanding of the sentiment of our workforce and their
views on the Group’s operations, risks, successes and
challenges and are central to shaping how we understand,
communicate, and embed our culture at every level of the
business. Our purpose of ‘Together, we create sustainable
living’ showcases our desire for a collaborative and problem-
solving mindset, providing solutions to the challenges faced
by our customers in improving the built environment.
Board effectiveness
Central to maintaining high standards of corporate
governance is the review of the Board’s own performance,
to ensure that we are setting the right tone from the top.
During the year in review, we conducted an external Board
Evaluation in line with the Code requirements. This was
conducted by Better Boards, the same provider as was
used in our previous external evaluation in 2023, for
consistency and to enable us to directly compare our
progress since that external evaluation was conducted. I am
pleased to report that there has been a marked improvement
in all dimensions of the board evaluation since the previous
external evaluation, and each score was above the average
scores seen for other FTSE 250 boards within Better Board’s
client base, and for other FTSE 250 companies more broadly.
Further details of our Board evaluation process and output
are included on page 115 of this Report.
2024 UK Corporate Governance Code
Following the publication of the Code, the Board has
been regularly updated on the Group’s compliance and
preparations. The main changes focus on ‘Audit, risk
and internal control’, with the Board required to make a
declaration of effectiveness applicable from FY 2026. The
current status of our compliance with the Code is outlined
on page 103.
Looking at 2026 and beyond
During 2026, we will continue to work on providing solutions
that address the challenges caused by climate change,
focusing on our sustainability framework and its growth
drivers, trends and opportunities, in accordance with our
defined purpose. Our employees are critical to the success
of the Group, and I am proud of their continued dedication
and resilience as they navigate challenging market
conditions, proving that it is their contribution, loyalty
and commitment that has underpinned our performance
over the past few years.
As always, we welcome questions or comments from
shareholders, either via our website or in person at the
Annual General Meeting
(
AGM
)
, scheduled to be held at
Genuit Group’s offices in Leeds on 22 May 2026.
Kevin Boyd
Independent Non-Executive Chair
10 March 2026
Section 172 responsibilities
In accordance with the 2024 UK Corporate Governance
Code and the Companies Act 2006, the Board, in its
decision-making process, considers what is most
likely to promote the success of the Company for its
shareholders in the long term, as well as considering
the interests of the Group’s employees and other
stakeholders and understanding the importance
of taking into account their views. The Board also
considers, and takes seriously, the Group’s impact on
the local communities within which it operates, as
well as reviewing actions being taken to mitigate any
negative impact our operations may have on the
environment. Considering this, the Directors have acted
in a way that they considered, in good faith, to be most
likely to promote the success of the Company for the
benefit of its members as a whole. The Board’s activities
and considerations in meeting this requirement are
covered in detail in our section 172 Statement.
Read more pages 76 to 81
Governance
99
Board of Directors
Kevin Boyd
Independent Non-Executive Chair
Committees:
N
R
Appointed:
22 September 2020
(Board), 1 November 2022 (Chair)
Contribution to the Board:
Kevin has extensive listed plc
experience in the engineering and
manufacturing sectors, bringing
a strong combination of financial,
strategic and multi-organisational
expertise to the Board. Kevin has
a BEng from Queen’s University
Belfast and is a Chartered Engineer,
and a Chartered Accountant
(Fellow of the ICAEW and the
Institution of Engineering and
Technology). Kevin is Chair of
the Nomination Committee.
Experience:
Previously the
Chief Financial Officer of global
engineering group Spirax-Sarco
Engineering plc (now Spirax
Group plc) and prior to that,
Chief Financial Officer of Oxford
Instruments plc and Radstone
Technology plc, and until October
2023 was Senior Independent
Director and Chair of the Audit
Committee of Emis Group plc.
External appointments:
Non-Executive Director and
Chair of the Audit Committee
of Bodycote plc and the Senior
Independent Director and Audit
Committee Chair of Galliford
Try Holdings plc.
Joe Vorih
Chief Executive Officer
Committees:
RI
Appointed:
28 February 2022
Contribution to the Board:
Joe brings broad international
engineering expertise in the
automotive, aerospace and
industrial sectors to the Board.
He also has experience in
integrating businesses and
managing businesses through
transition and lean transformation
in both public and private equity
environments. He has a Bachelor
of Science and a Master of
Science in Mechanical Engineering
from the Massachusetts Institute
of Technology.
Experience:
Previously at Spectris
plc, a FTSE 250 company, where he
was president of HBK, a standalone
division and key platform business
within the Group, from January
2019, having joined Spectris in
2016. Prior to that, he worked for
Clarcor Corporation, a NYSE-
listed business, and Danaher
Corporation, also a US-listed global
business.
External appointments:
Non-Executive Director of Senior
plc, and Director of Rocky Neck
Partners, LLC.
Tim Pullen
Chief Financial Officer
Committees:
RI
Appointed:
1 November 2023
Contribution to the Board:
Tim brings significant expertise in
finance, strategic vision and risk
management, as well as bringing
to the Board a broad range of
public market experience through
his roles at a variety of fast-paced
and dynamic businesses. He is a
Chartered Accountant (ICAEW)
and is Chair of the Risk Committee.
Experience:
Prior to being
appointed as CFO, Tim joined
Genuit as Interim Chief Financial
Officer on 4 September 2023.
Previously, he served as the CFO of
IQE plc, an AIM-listed manufacturer
of advanced semiconductor
materials from 2019 to 2023, and
as CFO of Arm Limited from 2017
to 2019. He held senior finance
positions in O2/Telefonica UK,
Serco plc and Logica plc prior
to that.
External appointments:
None.
Lisa Scenna
Senior Independent Director
Committees:
R
N
A
Appointed:
24 September 2019
(Board), 7 March 2023 (Senior
Independent Director)
Contribution to the Board:
Lisa brings a wealth of experience
to the Board, with a background in
strategic and financial business
change in property management,
asset management and funds
management across both listed
and private entities. She has a
Bachelor of Commerce from
the University of NSW, and is a
member of the Australian Institute
of Company Directors and the
Institute of Chartered Accountants
in Australia. Lisa is Chair of the
Remuneration Committee.
Experience:
Lisa’s most recent
executive role was with the
Morgan Sindall Group as Managing
Director of MS Investments. Prior to
this, she held executive roles with
Laing O’Rourke, Stockland Group
and Westfield Group in Australia.
External appointments:
Non-Executive Director of Harworth
Group plc and Non-Executive
Director and Chair of the Audit,
Risk & Compliance Committee for
Dexus Capital Funds Management
Limited. Non-Executive Director
and Remuneration and People
ESG Committee Chair for
Ingenia Communities Group,
and Non-Executive Director of
Cromwell Property Group, both
Australian-listed companies.
Lisa will be stepping down from
the Board of Gore Street Energy
Storage Fund plc on 31 March 2026.
Shatish Dasani
Non-Executive Director
Committees:
A
N
R
Appointed:
1 March 2023
Contribution to the Board:
Shatish is an experienced former
FTSE Chief Financial Officer, with a
career in financial roles spanning
over 30 years. He is currently
Audit Committee Chair of three
UK publicly listed companies. His
historic and current experience
within the construction industry,
manufacturing, and engineering
sectors, as well as senior finance
experience, provides invaluable
knowledge, experience and skills
to the Board. Shatish is Chair of the
Audit Committee.
Experience:
Previously Chief
Financial Officer of TT Electronics
plc, a global manufacturer of
electronic components, and
Forterra plc, a manufacturer
of building products for the UK
construction industry. He was
also previously Non-Executive
Director of Camelot Group plc and
a public member at Network Rail.
External appointments:
Senior
Independent Director and Chair
of the Audit & Risk Committee of
Renew Holdings plc, and Non-
Executive Director and Audit &
Risk Committee Chair of SIG plc
and Speedy Hire plc. He is also a
Trustee and Board Chair at UNICEF
UK, the children’s charity.
Dr. Britta Giesen
Non-Executive Director
Committees:
N
A
R
Appointed:
27 October 2025
Contribution to the Board:
Britta is an experienced
international Chief Executive of
various industrial companies, with
a strong commercial background,
bringing a range of international
and commercial experience as
well as ESG knowledge to the
Board. With a career beginning
in strategic consulting, she went
on to successfully transition into
commercial roles spanning sales,
marketing and strategy, as well
as general management, and
held standalone Chief Executive
roles for the past ten years in
manufacturing businesses.
Experience:
Previously held the
role of Chief Executive Officer at
Pfeiffer Vacuum Technology AG
from 2021 to 2024, and prior to
that, Chief Operating Officer of ISS
Facility Services Holding GmbH.
External appointments:
Non-Executive Board Member
and ESG Specialist at Koncentra
AB and a member of the Advisory
Board of shyftplan GmbH.
Directors and Officers
Committees key:
Chair of Committee
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
RI
Risk Committee
Governance
100
Executive Leadership Team Members
Bronagh Kennedy
Non-Executive Director
Committees:
N
A
R
Appointed:
3 July 2023
Contribution to the Board:
Bronagh has a broad range of
corporate experience, having
previously been a Group
General Counsel and Company
Secretary. Her knowledge and
experience across sectors and
within corporate governance,
HR, legal and sustainability roles
complement the skills, diversity
and composition of the Board,
providing further insight into
regulatory and sustainability
frameworks. Bronagh is our
dedicated Employee Engagement
NED (EE NED).
Experience:
Group General
Counsel and Company Secretary
of Severn Trent plc from 2011 to
2022, responsible for compliance
and regulatory assurance and the
group’s corporate sustainability
programme. Experience across
several sectors, including finance,
leisure and hospitality, and was
HR Director of Mitchells & Butlers
plc. Bronagh was also previously a
Non-Executive Director of Wolseley
(Ferguson plc carve-out prior to
its disposal).
External appointments:
Non-Executive Director and Chair
of the Remuneration Committee
of Treatt plc.
Emma Versluys
Group General Counsel and
Company Secretary
Committees:
RI
Appointed:
28 June 2017
Experience:
Emma Versluys
is our Group General Counsel
and Company Secretary and
is Secretary to the Board and
three of its Committees. Before
joining Genuit, Emma was
Deputy Company Secretary at
Provident Financial plc, and has
also held company secretarial
roles at Serco plc and Alliance
UniChem plc. Emma has a BA
in French and Spanish from the
University of Southampton, and
is an Associate of The Chartered
Governance Institute and is also
a solicitor. Emma is a member of
the Executive Leadership Team
and the Risk Committee.
Edel Conway
Chief People Officer
Committees:
RI
Joined:
January 2025
Experience:
Edel joined the Group
in January 2025 as Chief People
Officer and is a member of our
Executive Leadership Team and
the Risk Committee. She brings
25 years of experience from
across the consumer goods
and entertainment sectors. Edel
has performed senior business
and HR leadership roles for
Mattel, Activision and Mondelez
and, in her last role, was Chief
HR Officer at C&C Group. Edel
has extensive experience
in business transformation,
change management and M&A
activity, gained in international
organisations. She has specialised
in many facets of HR during her
career, including HR Operations,
Learning & Development, Talent
& Organisation Effectiveness and
HR Business Partnering. Edel has
a degree in Strategic Human
Resources from the National
College of Ireland and is a
qualified Executive Coach.
Committees key:
Chair of Committee
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
RI
Risk Committee
Martin Gisbourne
Chief Strategy
and Sustainability Officer
Committees:
RI
Joined:
September 2019
Experience:
Martin is our Chief
Strategy and Sustainability Officer
and is a member of the Executive
Leadership Team and the Risk
Committee. Martin joined the
Group in September 2019 as Group
Strategy and Marketing Director.
With a functional background
in a variety of commercial and
marketing roles with brands such
as Bosch and Geberit, Martin
has over 20 years’ experience
of leading businesses in the
construction products sector,
most recently as part of the
Belgian Aliaxis group, where he was
responsible for businesses in the
UK, Middle East, South Africa and
the Nordic markets. He has a BSc
in Financial Management from
Loughborough University.
Lee Mellor
Managing Director, Climate
Division
Committees:
RI
Joined:
December 2024
Experience:
Lee is Managing
Director of the Climate Division,
and is a member of the Executive
Leadership Team and the Risk
Committee. Lee’s early career was
formed by many years of pan-
European general management
positions across the business-
to-business sector for consumer
products and e-commerce for
Interface Modular Flooring, Keter
and Newell Brands. Lee spent 16
years in President/Vice President
roles, with an early functional
career in sales and marketing.
Prior to joining the Group, Lee was
Vice President (Europe) for SC
Johnson’s Professional division and
also served as chair of the board
for Business in the Community
Midlands and spent time in
sustainability commercialisation.
Lee has an eMBA from HEC Paris.
Steve Currier
Managing Director, Water Division
Committees:
RI
Joined:
November 2022
Experience:
Steve is Managing
Director of the Water Division,
and is a member of the Executive
Leadership Team and the Risk
Committee. Steve joined the Group
in November 2022 in the SBS MD
role. Prior to this, he spent 15 years
with Eaton Corporation plc, where
he held a variety of commercial
and general management roles,
most recently, Vice President and
General Manager for the Life Safety
Division, leading businesses in
France, Germany, the UK and the
US. The early part of his career
was spent in the automotive
industry working for GKN plc and
Arvin Meritor, covering roles in a
variety of disciplines, including
operations, quality control and
engineering. Steve has a BEng
in Mechanical Engineering from
Portsmouth University.
Governance
101
“Good corporate governance is
key to the successful executi
of our strategy, and our
cmitment to this principle
gives cfidence to stakeholders
in the reliability and future
performance of the Cpany.”
Updates to the 2018 UK Corporate Governance Code in
the new Code continued to uphold the flexibility of ‘comply
or explain’ reporting, promoting trust, transparency and
accountability. The Code applies for the Group from FY 2025,
and from FY 2026 for Provision 29. Maintaining the highest
standards of governance is integral to sustaining legal
and ethical integrity across the Group, and the Board is
committed to ensuring that these standards are continually
met, in accordance with the Code’s recommendations.
Good corporate governance is key to the successful
execution of our strategy, and our commitment to this
principle gives confidence to stakeholders in the reliability
and future performance of the Company. It provides a
foundation for the Group’s long-term sustainable success,
as it reaches across all areas of the business to ensure
sustainable business practices, accountability, fairness
and transparency. The Board believes that the Code sets
the minimum standards, and endeavours to go beyond
this minimum to embed the Code Principles into daily
operations and continually improve and develop its
governance processes.
Compliance statement
In accordance with the Listing Rules of the Financial
Conduct Authority
(
FCA
)
, the Board confirms that
throughout the year ended 31 December 2025, and as
at the date of this Report, the Company has complied
with the principles of the 2024 UK Corporate
Governance Code, except that for the year ended
31 December 2025, the Company has applied Provision
29 of the 2018 Code, in accordance with the transitional
arrangements set out by the FRC. This Corporate
Governance Report
(
the Report
)
, which is also available
on the Company’s website, explains key features of the
Company’s governance structure and aims to provide
a greater understanding of how the principles of the
Code have been applied and the areas of focus during
the year. The Code can be found on the Financial
Reporting Council’s
(
FRC
)
website at
www.frc.org.uk
.
The Report also includes those items required by
the FCA’s Disclosure Guidance and Transparency Rules.
The Board has ultimate responsibility for the approval
of the Annual Report and Accounts. It has considered
the content of the Annual Report and Accounts and
confirms that, taken as a whole, it is fair, balanced and
understandable and provides the necessary information
for shareholders to assess the Company’s position and
performance, business model and strategy. Further
detail on the process that was followed to make this
assessment can be found on page 132.
This Governance Report
outlines the processes the
Company has followed
throughout the year to comply
with the 2024 UK Corporate
Governance Code (the Code).
Kevin Boyd
Independent
Non-Executive
Chair
Corporate Governance Report
102
Governance
102
102
Governance highlights and compliance during 2025
Section
Steps taken during the year
for compliance with the Code provisions
Key changes to principles and provisions
Our response
Status
1
Board leadership
and company
purpose
– Acquisition of Monodraught and Davidson group of companies
– Employee engagement programme
– Your Voice survey and follow-up actions
Read more on pages 104 to 110
Principle C:
To focus on Board decisions and the outcomes in the
context of the Company’s strategy and objectives.
Provision 2:
The Board’s role to not only assess and monitor
Company culture but to ensure the desired culture
is embedded.
Our section 172 statement on pages 82 to 86 in the
Strategic Report, with further examples within this
Report on pages 107 to 109, outline key decisions and
activities of the Board during 2025 that link to the
Group’s strategic objectives.
Further detail about how the Group’s culture is
monitored and embedded are included in this Report
on page 107.
Compliant
2
Division of
responsibilities
– Clear delineation of responsibilities between the Board and
management
– The opportunities for direct interaction between the Audit
Committee Chair and Group Internal Audit Director, without
executive management present
– Segregation of authorities supported by the Board Terms of
Reference and Delegation of Authorities matrix
– Updates from key members of the senior leadership team to
the Board on strategic workstreams, to enable independent
challenge by Non-Executive Directors
Read more on pages 111 to 112
Compliant
3
Composition,
succession and
evaluation
– Continued focus on diversity and inclusion
– Review of the Board Skills Matrix during the recruitment processes
and annually to effectively identify skills gaps and support plans
for future succession and Board changes
– External Board Evaluation conducted across the Board and its
Committees
Read more on pages 113 to 115
Principle J:
To promote diversity, inclusion and equal opportunity
when appointing to the Board.
Provision 23:
Companies may have further initiatives in place
alongside their diversity and inclusion policy.
Our Nomination Committee report on pages 117 to 122
outlines the Board’s recognition of the role of diversity
when reviewing its composition and making
appointments to the Board, including the
appointment of Britta Giesen during the year.
Our progress in diversity is included on page 119 of the
Nomination Committee Report, and further detail
about our activities can be found in the Strategic
Report on page 69.
Compliant
4
Audit, risk
and internal
controls
– Effective reviews of the principal risks and uncertainties and a
refresh of our approach to establishing and complying with risk
appetite across these principal risks
– Further training and education conducted across the Group for
further embedding of risk
– Investing in risk management software in preparation for
material controls monitoring
– Continued to enhance co-sourced internal audit service
provision, to embed Internal Audit within the control of our Group
Internal Audit Director
Read more on pages 123 to 136
Principle O:
The Board to be responsible for maintaining the
effectiveness of risk management and the internal
control framework.
Provision 29:
To describe how the Board has monitored and
reviewed the effectiveness of the framework.
A declaration of effectiveness of the material controls
as at the balance sheet date.
To describe any material controls that have not
operated effectively as at the balance sheet date.
Our risk management framework, outlined on pages
88 to 89 of our Strategic Report, demonstrates how
the Board reviews risk as delegated through the Risk
Committee, with further details on the governance
structures and approvals included in our Risk
Committee report on pages 123 to 128. The Audit
Committee is responsible for reviewing the internal
control framework. Further detail about the work of the
Audit Committee is included on pages 129 to 136.
Compliant
As part of our preparation for Provision 29, we created
a Steering Committee to identify our material controls,
in preparation for the declaration of effectiveness as
at 31 December 2026. Read more on page 133.
In progress
5
Remuneration
– Application of our Remuneration Policy during 2025, including
workforce engagement
– Updated sustainability targets within Long-Term Incentive Plans,
to align further with our future plans in the execution of our
Sustainable Solutions for Growth strategy
Read more on pages 143 to 168
Provision 37:
Director remuneration contracts/agreements should
include malus and clawback.
Provision 38:
Describe malus and clawback, including the provisions
that have been used in the last reporting period.
The provision of malus and clawback and the
circumstances in which it could be applied is detailed
in the Remuneration Committee report on pages 149
and 150.
Compliant
103
Governance
103
Board leadership and company purpose
1
The primary role of the Board is to lead and steer the Group to
ensure long-term sustainable success in accordance with its
strategic goals and purpose, setting its culture and expected
behaviours from the top.
The Board
The Board establishes Company strategy
and financial policy and ensures that a
sound system of internal control and
adequate risk management is maintained.
It is accountable to the Company’s
shareholders, balancing their interests with
those of all material stakeholders, and it
does this in accordance with the Group’s
purpose to create sustainable living.
The Board delegates the responsibility for
the day-to-day operational management
of the Group to the Chief Executive Officer
(
CEO
)
, supported by the other Executive
Leadership Team
(
ELT
)
members, these being
the Chief Financial Officer
(
CFO
)
, the Chief
Strategy and Sustainability Officer, the Chief
People Officer, the Group General Counsel
and Company Secretary and the Divisional
Managing Directors. The ELT is supported by
the Genuit Leadership Team
(
GLT
)
. The Board
has direct access to the Company Secretary,
who is responsible to the Board for ensuring
that Board procedures are complied with
and that the Board has full and timely
access to relevant information.
The 2018 FRC Guidance on Board Effectiveness,
which is now consolidated into the Code
Guidance, specifies that the Board should
ensure there is a formal Schedule of Matters
reserved for the Board to assist with planning
and provide clarity over where the
responsibility for decision making lies. The
Board may also appoint Committees, as it
deems appropriate, to exercise certain of
its powers, with specific areas of delegation
set out in the Terms of Reference for each
Committee. While the Board may make use
of Committees, in accordance with the Code
and FRC Guidance, it retains responsibility
for final decisions in all of these areas for
the Group. The Schedule of Matters sets
out those powers reserved for the Board,
in accordance with the Code. These are
available to all leaders as part of the
Delegation of Authorities matrix, which
forms part of the Group internal controls
framework. As part of its responsibilities for
monitoring the deployment of strategy and
ensuring that strategic goals are realised,
the Board monitors resources and risks to
the successful execution of that strategy,
through the support of its Committees.
The schedule of matters includes, but is not limited to:
Strategy and
management
– Receive and approve long-term objectives and the strategic direction of
the Group
– Approve the Group’s risk management policies and appetite
– Have oversight of the Group’s operations, ensuring effective and prudent
management, and that a sound internal control framework and risk
management system is maintained
– Approve the commencement of any major new business activity, including
acquisitions or capital projects
– Assess and monitor culture across the Group, ensuring that policy,
practices and behaviours are aligned with its purpose and strategy
– Take action to identify and manage conflicts of interest and ensure that third
party influence does not compromise or override independent judgement
Financial
reporting
– Approve annual budgets, the dividend policy, annual and half yearly
accounts, accounting policies and monetary limits
– Approve the issue of shares or of securities, conferring rights of subscription
for or conversion into shares in the Company
– Ensure that formal and transparent policies and procedures are in place
to ensure the independence and effectiveness of internal and external
audit functions
Communication
with
shareholders
– Responsible for ensuring a satisfactory dialogue with shareholders
– Review and approve shareholder communications in respect of circulars
and other relevant communications concerning matters decided by
the Board
Capital
structure and
borrowings
– Approve the granting of security over any Group asset
– Review any liabilities of materiality, such as credit notes, stock write-offs
or guarantees
– Review the policy for the financing of the Group
Board and
corporate
governance
arrangements
– Review and monitor Group corporate governance arrangements at Board
level and senior management level, as appropriate
– Approve conflicts of interest where permitted by the Company’s Articles
of Association
– Oversee the operation of the Company’s share option schemes, as
recommended by the Remuneration Committee
Legal and
administration
– Approve the overall levels of insurance for the Group, including Directors’
and Officers’ insurance
– Review and approve the commencement or settlement of any major
litigation
Steering to sustainable success
104
Governance
104
Approval of the final budget and review of
five-year plan update. Received details of the
employee engagement feedback, reviewed
health and safety reports and received
feedback from investor meetings.
Considered any legal and governance
updates and received external legal training.
Received a detailed presentation from
Nu-Heat senior management team on key
business activity. Risk appetite, principal
risks and uncertainties, emerging risks, and
risk management frameworks were also
considered, including climate-related risks
and opportunities.
Approved the year end results, the viability
statement and going concern statement, the
Annual Report, and the final dividend (subject
to shareholder approval at the Annual General
Meeting). Reviewed and received confirmation
from the Audit Committee of effective internal
controls and the independence of the external
auditor. Approved the AGM notice. Reviewed
business reports, strategy, sustainability and
people reports.
Focused on the Annual General Meeting,
investor feedback, scoring and voting
recommendations. Approved the trading
statement. Reviewed feedback from post-
results investor meetings as well as analyst
and press coverage. Updated on strategic
projects and workstreams, as well as
receiving a detailed Business Unit update.
Received an update from the Risk Committee
Chair and an update on key legal and
governance matters.
Focused on growth and conducted an M&A
deep-dive, and received an update from
brokers. Additional focus on was placed on
health and safety, employee engagement,
HRIS implementation, ERP system and M&A
activity. Received a detailed presentation
from Sky Garden senior management team
on key business activity.
Approved the half year results, including the
going concern statement and proposed
interim dividend. Reviewed strategic projects
and progress, including in particular IT projects,
and reviewed capital expenditure requests
from Business Units. Reviewed and approved
the Monodraught and Davidson acquisitions.
Risk and risk management frameworks were
considered, including climate-related risks
and opportunities. HRIS, ERP system, employee
engagement and health and safety updates
were given, as well as an investor relations
update and discusson on the strategy for
future incentives. In addition, there was a
detailed Business Unit update.
A meeting of the Non-Executive Directors
was also held without the Executive Directors
being present.
An annual strategy session was held, with
presentations from senior management
on ongoing strategic workstreams and
initiatives. An update was given on the
implementation of the Genuit Business
System and the Group’s five-year plan, and
the Board approved the trading statement.
A sustainability deep-dive was conducted,
employee engagement feedback shared,
policy and legal updates given and feedback
shared from investors.
The collation of employee engagement survey
responses and the corresponding analysis was
shared. Review and approval of 2026 budget,
five-year plan, the Group tax strategy and other
financial year-end approvals. Feedback on
employee engagement sessions, health and
safety and acquisition integration progress was
shared. An update was given on preparation
for the 2025 Annual Report, regulatory updates
and feedback from investors in advance of the
close to the financial year.
January – March
April – June
July – September
October – December
Key topics covered during 2025 Board meetings
105
Governance
105
Steering to sustainable success continued
Our governance framework
Our governance framework establishes the boundaries between the Board and Executive Leadership Team, and our
framework is as follows:
Board and Committees
The Board delegates specific responsibilities
to its principal Committees within the
governance framework: the Audit, Nomination,
Remuneration and Risk Committees. Each
Committee’s responsibilities are clearly
defined within their own Terms of Reference,
which are reviewed every year and updated
to reflect legislative changes and best
practice to ensure that efficiency and
effectiveness is maintained.
The Committees carry out their required
duties and make recommendations to the
Board for approval. Each Committee Chair
provides an update to the Board on the key
discussions and decisions made at the
preceding Committee meeting. This allows
the Board to make reasoned decisions, and,
if required, take appropriate action. Each
Committee has reported on its contribution
to the Board’s decision-making during the
year, details of which can be found later in
each of the Committee Reports.
Biographies of the Chair of each of the Board
Committees, as well as all other Committee
members, are set out on pages 100 and 101.
The Board
Establish the purpose and strategy for the Group, promoting the long-
term sustainable success of the Company for the benefit of its members
and key stakeholders. The Board discharges some of its responsibilities
directly and has delegated authority to its Committees.
Audit
Overseeing financial
reporting, internal
control systems, fraud,
cyber, and internal and
external audit
functions.
Nomination
Reviewing the structure,
size and composition of
the Board and its
Committees.
Board succession
planning.
Determining the skills
and characteristics
needed in Board
candidates to ensure a
diverse skill set.
Remuneration
Setting the
Remuneration Policy for
Executive Directors.
Operating the
Company’s share
incentive
arrangements.
Senior management
remuneration.
Oversight of
remuneration-related
policies.
Risk
Setting the risk
appetite, risk tolerance
and risk strategy of the
Group.
Reviewing and
reporting on risk
management, principal
risks and uncertainties
and emerging risks.
Overseeing and
implementing internal
risk controls and risk
management systems.
The Executive Leadership Team develop and execute Group strategy. They report to and manage
communication and escalation to the Board, manage operational governance, compliance and risk,
and oversee Group operations.
Independent
Executive
71%
29%
Independent
100%
Independent
100%
Independent
100%
Executive
100%
Terms of Reference for each
Committee are available on
our website by clicking or
scanning this QR code
106
Governance
106
Board stakeholder engagement
The Board’s engagement with the
Company’s key stakeholder groups remains
essential to informing and guiding the
decisions it makes in the Boardroom.
It recognises that, when making decisions,
it will sometimes have to consider the
competing interests of stakeholders, and
that it may not always be possible to deliver
an outcome that is welcomed by all
stakeholders. In these situations, the Board is
guided by the need to consider the long-
term sustainability of the business.
Details of some of the key decisions that the
Board made during the year are outlined in
our formal Section 172 Statement on pages 82
to 85. Further details on how the Group has
engaged with stakeholders during the year
are set out on pages 76 to 81. This section of
the Governance Report sets out additional
areas of focus for the Board during the year,
to showcase how stakeholders are
considered in its decision making.
People and Culture
The Board recognises that an inclusive
and positive environment improves job
satisfaction, increases employee retention,
boosts productivity and enhances
performance. Our greatest asset is our
people, and we have developed a culture
that is consistent with and supports our
purpose. A priority for the Board is to monitor
adherence and consistency with this culture,
ensuring it is embedded throughout the
Group. This is achieved through various
mechanisms, including engagement
surveys and our dedicated Employee
Engagement Non-Executive Director.
Our Trademark Behaviours effectively
complement and support our purpose
and strategy, as they are embedded within
our people processes, including
recruitment, performance management
and leadership development. Our
businesses each create unique ways to
embed these behaviours further, including
local recognition awards, linked reward
schemes, shout-out noticeboards and
integration into everyday meeting
etiquette. Establishing openness and
transparency across the Group, as well as
fostering and maintaining a culture which
is responsive to stakeholder expectations
and the external environment, will continue
to be a priority for the Board. As we grow,
collaborate, create solutions and innovate,
we recognise that continuing to drive this
common purpose and our aligned
Trademark Behaviours will help to realise
the achievement of our strategic goals.
During the year, the Group conducted a
Group-wide employee engagement
survey, further details of which are
included in our People and Culture section
on page 66. As part of this survey, targeted
questions covering our Trademark
Behaviours were included, to enable the
Group to obtain a progress metric for the
effectiveness of their integration. This has
given the Group a platform from which to
continue to develop and find creative and
effective ways to embed these behaviours
successfully, so that all employees
continue to feel valued and heard. The
Board recognises the effectiveness of this
targeted approach and will continue to
receive updates and provide insights on a
regular basis. Our Trademark Behaviours
are visible; they are values in action. They
create the standard for all employees to
strive towards, and they are measurable
through actions.
Currently, the Board receives updates in
respect of people and culture, which
include both qualitative and quantitative
methods, as follows:
– succession planning;
– employee turnover and current
headcount;
– Diversity and inclusion
(
D&I
)
data;
– grievances, governance and legal
matters;
– policy training updates;
– recent internal communications and
engagement activity and surveys;
– talent and development, including talent
acquisition and retention;
– absence statistics;
– monitoring of The 5% Club status;
– reasons for leaving;
– leadership development;
– reward, remuneration and incentives;
and
– strategic projects.
The Board also obtains feedback directly
via its Employee Engagement Non-
Executive Director at regular intervals
throughout the year. The Audit Committee
receives updates in respect of any
whistleblowing reports at each meeting,
further information on which is included in
our Audit Committee Report on page 135.
“I’m proud to wo for a
business with a strg
people focused inclusive
culture, whi fosters
coaborati and
integrity, and drives
ctinuous improvement. ”
Kate Taylor, HR Director, Water Division
107
Governance
107
People and Culture continued
Q&A with Bronagh Kennedy
Steering to sustainable success continued
A
My initial priority was to ensure the views of our workforce
continued to be taken into account by the Board,
particularly when making decisions that could affect
them. Going forward, I want to ensure that the outcomes
or steps we have taken to address any of their concerns
are effectively communicated back to them, including
sharing why some may not have been possible, as this is
something we believe is an area of improvement for us.
This includes highlighting any areas of concern to internal
audiences, so that formal actions are established and
internal stakeholders can be held to account on delivery of
these actions. We have great ideas about how to take our
engagement programme forward, and I’m looking forward
to seeing the positive developments we make in the
coming year.
A
Our People and Culture plan will be a key driver of
engagement in 2026, as it covers many of the topics our
colleagues have told us they would like to improve. We
also believe that the feedback we have gathered through
the Board Engagement programme can strengthen our
overall people plan and, in turn, continue to improve our
level of engagement. We have prioritised ‘Creating a Great
Place to Work’, and listening and responding to feedback
forms part of this. Gathering insight from our colleagues
not only fulfils our Corporate Governance Code obligation,
but promotes a sense of belonging, empowerment and
innovation, building on our already established culture and
creating a great place to work. We will continue to place
focus on gathering feedback from distinct levels within
our organisation, from our leaders to our shop floor workers.
The programme will sit alongside other activities intended
to drive collaboration, involvement and continuous
improvement across Genuit. In addition, we can use the
activities in the plan to determine whether progress on key
areas of focus identified through the Your Voice survey is
being seen by colleagues on the front line.
A
Effective engagement comes about as a result of us
creating the best opportunities for it to. We want to utilise
various mechanisms to ensure our colleagues have a
platform on which to feel heard, and be comfortable to
share their thoughts and give constructive feedback.
This will include, for example, dedicated listening sessions
where we will create a set of consistent questions to
explore colleagues’ understanding of our purpose, strategy,
and Trademark Behaviours, and acting on employee
engagement survey feedback.
We will also include one question dedicated to
understanding more about a specific topic, based on the
corporate calendar of activities. We are also intending
to create additional focus groups, like acquisitions, new
hires, graduates, D&I networks and leaders, to assess the
sentiment from different cohorts, in addition to our sessions
with managers as part of business-based Board meeting
and site visits. Once we have collated this feedback, it will
be regularly discussed amongst the ELT and Board. Beyond
this, we will also use other engagement forums such as
Colleague Connect, Your Voice Surveys, kaizens and Ask Me
Anything sessions.
A
Measuring outcomes effectively is crucial to continuously
improving engagement mechanisms, as in doing so, we
can readily identify those measures that are most effective.
We will keep our engagement calendar up to date, capture
the frequency of engagement, track participation rates and
complete feedback surveys to obtain further insight. We
will do all this while providing a confidentiality assurance
– there will be zero reported breaches of trust or misuse of
feedback. I am really looking forward to being able to take
the programme forward during 2026.
Q
You were appointed as the dedicated Employee
Engagement Non-Executive Director during the
year. What will be your initial focus in the role?
Q
What opportunities have you identified for
improvements to your current engagement
programme?
Q
What are the different mechanisms you
are looking to utilise, to enable this type of
engagement?
Q
Finally, how do you intend to track progress and
measure meaningful outcomes?
“We have prioritised ‘Creating
a Great Place to Wo’, and
listening and respding to feedba
forms part of this. Gathering
direct insight fr our coeagues
not ly fulfils our Corporate
Governance Code obligati,
but also helps us to build a sense
of belging, empowerment and
ctinuous improvement. ”
108
Governance
Shareholders
Direct shareholder engagement is a crucial tool
for maintaining good relationships and supporting
long-term value creation and sustainability for the
business. In engaging directly with shareholders, the
Board is able to identify issues of importance or concern
and gain insight, whilst shaping Group strategy to aid
better decision-making, especially regarding
governance, risk management or compliance.
Proactively engaging with shareholders and seeking
their input helps to mitigate risks and attract new
investment. Numerous investor and analyst meetings
were attended by our Chief Executive Officer and Chief
Financial Officer, with leading 10 shareholders given the
opportunity to meet with the Chair early in 2026 to give
them the opportunity to raise any concerns. The output
of these meetings is shared at each Board meeting
and forms part of its discussions and decision-making.
Details of the number of investor meetings held during
the year are outlined in the subsequent timeline.
Date
Event
Investor meetings
Investor
roadshow
January
26
February
1
March
– Full year results
– Investor roadshow
55
April
1
May
– AGM and Q1
update
5
June
21
July
3
August
– Half year results
– Investor roadshow
12
September
3
October
– Strategy review
34
November
15
December
2
Control framework for the management and
assessment of risks
The Board is responsible for determining the nature
and extent of the significant risks that the Group is willing to
take in achieving its strategic objectives. It is also responsible
for maintaining sound risk and internal control systems.
The Board delegates the specific management and
monitoring of this to the Risk Committee
(
as outlined in the
Risk Committee Report on pages 123 to 128
)
, which reports to
the Board on all matters, including the effectiveness of
these systems. The creation of a separate Committee for this
purpose was a Board decision, where the circumstances of
the Group were considered and the remit of the committee
was agreed and documented in its Terms of Reference. The
Risk Committee is structured as an executive Committee to
the Board, with the Chair of the Audit Committee attending
at least one meeting and communicating with the Chair of
the Risk Committee as required. The Risk Committee reports
on all its activities to the Board, and the Board is required to
review and approve any relevant papers and changes to the
Group’s risk appetite, principal and emerging risks, climate-
related risk and opportunities, governance procedures and
the risk management structure. This approach enables
Committee meetings to be constructive and effective
at reviewing and discussing the detail of risks across the
Group, whilst still maintaining compliance with Provision 25
of the Code.
The Board is ultimately responsible for ensuring that:
– there is an established framework and supporting systems
for identifying, evaluating and managing the principal risks
faced by the Group;
– the systems have been in place for the year under review
and up to the date of approval of the Annual Report and
Accounts;
– the systems are regularly reviewed; and
– the systems accord with the FRC guidance on risk
management, internal controls and related financial and
business reporting.
The Group’s principal risks and uncertainties, together with
our emerging risks, including potential impact and mitigating
actions, along with more detail about the Group’s risk
management framework, are set out on pages 87 to 94 of the
Strategic Report.
Governance
109
The Board is aware of the upcoming changes to the Code in
respect of Provision 29, and continues to develop its processes
and make improvements to the Group’s control environment
to ensure that it maintains compliance with Provision 29 of
the Code by FY 2026. In respect of the financial year under
review, the Board has conducted a review of the
effectiveness of the system of internal controls and risk
management and is satisfied that it complies with Provision
29 of the 2018 UK Corporate Governance Code.
Directors’ conflicts of interest
Each Director has a duty under the Companies Act 2006 to
avoid a situation where he or she may have a direct or indirect
interest that conflicts with the interests of the Company. The
Company’s processes ensure that there is the opportunity
for any conflicts to be disclosed, and robust procedures are
in place to authorise and manage such conflicts of interest.
All potential conflicts approved by the Board are recorded in
a conflict of interest register maintained by the Company
Secretary. Directors have a continuing duty to update the
Board with any changes to their conflicts of interest, and any
conflicts are reviewed on a regular basis. The Board confirms
that the procedures for managing any conflicts of interest
operated effectively during the year.
Board site visit
In January, the Board visited our Manthorpe site in Ripley,
Derbyshire. Manthorpe designs and manufactures a
broad range of construction accessories for residential
housebuilding and refurbishment. The team provided
an update on recent product developments, including
the Ridge Roost and Dual Swift brick, which provide
habitats for bats and swifts in residential developments,
thereby increasing biodiversity.
The team also noted the Future Homes Standard,
and how new regulation is generally beneficial for the
business, as the Manthorpe design team are adept at
creating unique product-based solutions to align with
changing regulations. This focus on solving problems
for contractors and housing developers enabled the
Manthorpe business to launch new product lines and
substantially outperform the general housebuilding and
construction industry over the cycle. The Board also
enjoyed a factory tour, where they saw examples of how
the Genuit Business System
(
GBS
)
was improving the
efficiency of operations, reducing working capital,
improving labour efficiency and freeing up space. They
also saw how layout changes, improved organisation
and reduced working capital, as enabled by the roll out
of GBS, had generated further space on the site for
investment in the Manthorpe and broader Genuit
business going forward.
Steering to sustainable success continued
Governance
Governance
110
Division of responsibilities
2
There is a clear division of
responsibilities between the
leadership of the Board and the
executive leadership of the Group.
Strong foundations
Separation of the roles of Chair
and Chief Executive Officer
The roles and responsibilities of the Chair and the Chief
Executive Officer
(
CEO
)
are separate and clearly defined, with
a distinct division of responsibilities. This distinguishes the
executive management of the Company from Board leadership,
which ensures that the Chair and CEO are able to pursue
their respective duties without concern that interests in one
position might negatively influence the other.
It is the Chair’s duty to provide overall leadership and
governance of the Board and to ensure that the Company
is run in the best interests of its shareholders. This includes
working with the Company Secretary to set the Board agendas
and promoting a culture of openness, challenge and debate
at Board meetings. Supported by the Company Secretary,
the Chair keeps under review the adequacy of training
received by all Directors, particularly on stakeholder-related
matters, the induction received by new Directors
(
especially
those without previous Board experience
)
, ensures that the
Board is provided with accurate and timely information, and
determines how best to ensure that the Board’s decision-
making processes give sufficient consideration to material
stakeholders.
The CEO is responsible for executive management of the
Group’s business, consistent with the strategy and commercial
objectives agreed by the Board, and its overall performance.
The CEO leads the senior management team in effecting the
decisions of the Board and its Committees and is accountable
to the Board and, ultimately, the shareholders. The CEO is also
responsible for the maintenance and protection of the reputation
of the Group, ensuring that the affairs of the Group are conducted
with the highest standards of integrity, probity and corporate
governance. The CEO, along with the CFO, is also responsible
for communicating the Company’s purpose and performance
to shareholders and other stakeholders, and for building and
managing a strong Executive Leadership Team.
Whilst the roles of the Chair and CEO are separate, the
partnership between them is based on mutual trust and is
facilitated by regular contact between them. This strong
partnership helps to ensure that there is clear communication
and co-ordination between the Board and executive
management, which, in turn, avoids any potential conflicts
or misunderstandings that could negatively impact the
performance of the Group. It fosters a positive and productive
culture within the Company, which contributes to retaining top
talent and maintaining good morale amongst employees. This
separation of authority enhances the independent oversight
of executive management by the Board and helps to ensure
that no one individual on the Board has unfettered authority.
The responsibilities of the Chair, CEO, CFO, SID, Board and Committees are clearly defined and agreed by the Board.
The division of responsibilities between the leadership of the Board and the executive management of the Group are
showcased below.
Chief Executive Officer (CEO)
Joe Vorih
– Executive management of the Group’s business
– Develops and implements Group strategy and commercial
objectives
– Leads the senior management team in effecting the decisions of
the Board
– Communicates with the Board, shareholders, employees and
other stakeholders
Chief Financial Officer (CFO)
Tim Pullen
– Implements, manages and controls the Group’s financial-related
activities
– Develops appropriate financial strategies and manages investor
relations
– Ensures appropriate risk management systems are in place
– Works with the CEO to deliver strategy deployment and manage
day-to-day operations
Company Secretary
Emma Versluys
– Supports the Board and Committees and provides advice to the
Board on all governance and legal-related matters, as well as
advising Directors on their duties. Assists with all Board and
shareholder meetings and facilitates induction and training
programmes for Directors
Chair
Kevin Boyd
– Provides overall leadership and governance
– Sets the Board agenda
– Promotes a culture of openness, challenge and constructive
debate
– Ensures that Directors understand the views of major shareholders
and stakeholders
Senior Independent Director (SID)
Lisa Scenna
– Acts as a sounding board for the Chair, appraises their
performance, leads the other NEDs, and is a direct contact for
shareholders if necessary
Non-Executive Directors (NEDs)
Shatish Dasani, Britta Giesen
– Scrutinise and constructively challenge the performance of
Executive Directors and contribute to setting strategy, succession
plans and remuneration strategy
Employee Engagement NED (EE NED)
Bronagh Kennedy
– In addition to NED responsibilities, the Employee Engagement NED
is responsible for employee engagement on behalf of the Board,
ensuring employee views are considered in its decision making
Executive Directors and
Company Secretary
Non-Executive
Directors
Governance
111
Role of the Senior Independent Director
Lisa Scenna was appointed as the Senior Independent
Director
(
SID
)
of the Company on 7 March 2023. She is
available to shareholders and other stakeholders if they
have concerns that cannot be addressed through normal
channels. The role of the SID is to provide an independent
perspective on the Board’s decisions, act as a sounding
board for the Chair and serve as an intermediary for the
other Directors when necessary. The SID is also available
to chair the Board in the absence of the Chair and has the
authority to add items to the agenda of any regular or
special meetings of the Board.
Board meetings
During the year, in total, there were seven scheduled Board
meetings and four ad hoc meetings that were held, as well
as a number of Committee meetings. Details of attendance
at Board and Committee meetings are shown on page 97.
Every effort is made to ensure that all Directors, wherever
possible, attend scheduled Board meetings. In the event that
a Director is unable to attend a meeting, they are provided
with the meeting papers and information relating to the
meeting and are able to discuss the matters arising with the
Chair and other Directors. Agendas are drafted in line with
the Schedule of Matters reserved for the Board and in line
with the financial calendar, as outlined on page 105, in
addition to key items that need to be addressed during the
year. Designated senior leaders from across the Group, as
well as external advisers, attend meetings on request.
It is standard practice for the Board to visit the Group’s
sites on a rolling basis. This allows Board members
to have greater knowledge and visibility of operations,
and enables the Board to engage with employees,
complementing the structured employee engagement
forums that take place in partnership with the Employee
Engagement Non-Executive Director.
Board dinners are held ahead of the scheduled meetings,
where possible, to provide a more relaxed forum for the
Board members to have additional discussions amongst
themselves, as well as with the senior management team
from that location. This allows informal discussions outside
of the Board meeting itself to take place, and this additional
engagement and visibility enables the Board to have a
greater understanding of the culture across the Group. The
Board visited four different sites during 2025, these being
Nu-Heat in Honiton, the Polypipe Building Products site in
Neale Road, Doncaster, the Polypipe Building Services site in
Aylesford and the Group Head Office in Leeds.
During the year, the Chair held meetings with the Non-
Executive Directors without the Executive Directors being
present, and the Chair’s performance was assessed as part
of the external Board evaluation. Further detail on the results
of the external Board evaluation can be found in this Report
on page 115.
Board oversight of strategy
The Group’s purpose, ‘Together, we create sustainable
living’, continues to be underpinned by our people and
culture. Each year, the Board holds an annual strategy
session, which is dedicated to detailed discussions with
senior management on the current performance of
the Group and the strategic plan. The strategy session
during 2025 was held in October, and the first session
was a brief overview of the Group’s approach to the
five-year planning cycle, with a focus on the output of
this approach and validation that it would contribute to
delivering our medium-term goals.
Following this, presentations on five different key
growth segments took place, hosted by different
members of the ELT and supported by members of the
Genuit Leadership Team
(
GLT
)
where relevant. This was
followed by a deep dive into strategic enablers for the
Group, most notably People and Culture and GBS
growth tools, in addition to future digital infrastructure
transformation. Supporting the output of these
sessions was an assessment of the Group’s current
capabilities and structures, where the Board
considered some of the skills and capability
implications of the Group’s strategy and what was
required to drive faster, more effective execution. It also
considered any broader organisational implications
from both strategic objectives and capability points.
The strategy session was attended by all ELT members,
with a dinner also organised post the session to allow
for informal interaction, engagement and challenge
around the topics discussed that day. In addition, there
was a presentation given by the Company’s PR
advisers, covering key areas helpful for setting the
scene for strategic progress in 2026.
The Board had the opportunity to reflect on the
presentations at their meeting the following day, with
the Chief Strategy and Sustainability Officer in
attendance. In addition to the strategy session, there is
a formal half year update on strategy given to the
Board, as well as the regular progress updates given in
the CEO reports at every Board meeting. Further
information on the execution of our strategy during
2025 is included in our Strategic Report on pages 1 to
94.
Artificial intelligence (AI)
AI has the potential to improve efficiencies and the
accuracy of operations, changing how we measure
capability and performance, and is considered by
the Board as part of its key decision making through
strategic workstreams and risk management and
controls. It is integral to the IS updates given to the
Audit Committee at each meeting, and is considered
by the Board at least annually as part of its strategic
planning and decision making. With transformational
digital change comes emerging risks which are
multi-faceted, impacting various functions and
operations. AI is considered by the Risk Committee and
Board when considering data and information security
risks, competitor advantage, internal adoption
challenges, data quality concerns and organisational
change. The Group will continue to monitor and
address these as an opportunity and consider the
emerging risks it poses during 2026 and beyond.
Strong foundations continued
Governance
112
Composition, succession and evaluation
3
A successful Board is one that has a
combination of skills, experience and
knowledge, allowing all Directors to
actively contribute to discussions and
provide challenge where appropriate.
Board composition, qualification and experience
At the year end, the Board comprised the Independent Non-
Executive Chair, two Executive Directors and four Non-Executive
Directors. The Non-Executive Directors were appointed for the
diversity of their backgrounds, as well as for their personal
attributes and experience, and all were deemed independent
on appointment, in accordance with Provision 10 of the Code.
The Nomination Committee and the Board have also assessed
the independence of each of the Non-Executive Directors and
considered the Chair and all the Non-Executive Directors to be
independent throughout the period
(
or, where applicable, from
appointment
)
. In accordance with Code Provision 18, all of the
Directors are subject to annual re-election.
External appointments
In accordance with Principle H, the Board takes seriously the
requirement that all Non-Executive Directors should have
sufficient time to meet their Board responsibilities. Whilst it
recognises the benefits that greater Boardroom exposure
provides for Directors, it also closely monitors the nature and
number of external directorships held, to ensure continued
compliance with Principle H. All Executive and Non-Executive
Directors’ external appointments are reviewed at each Board
meeting as standard, including details of all such appointments
over the previous five years. The Board reviews the nature of
each appointment and the expected time commitment for
each Director as part of this process. The Board evaluated each
Director’s time commitments and was satisfied that, in line with
the Code, they each continued to allocate sufficient time in
order to discharge their responsibilities effectively. This includes
attendance at Board and applicable Committee meetings, as
well as the time needed to prepare for meetings and for other
additional commitments that may arise during the usual course
of business. Further details of the Directors’ appointments are
included in the biographies on pages 100 to 101.
Shaping the future
Board skills matrix
Competency
Manufacturing sector experience
Construction/building materials
sector experience
Genuit Group specific knowledge
and experience
PLC Executive Director/Non-
Executive Director experience
International experience
Legal and governance
Financial governance
ESG
Managing investor relationships
Developing technological
capability
People and culture
M&A
0%
100%
90%
80%
70%
60%
50%
40%
30%
20%
Proficiency
Experience
Tertiary/not an apparent competency
Key
Board skills to promote long-term success
The Board uses a skills matrix to identify the balance of skills, knowledge
and experience of the Board for its composition review and succession
planning. During the year, this matrix was reviewed, including
consideration of the current skills of the Board and focusing on its
diversity. The matrix is a useful tool to identify where further training or
education is required for individual Directors, as well as for the Board,
collectively. Following completion of the matrix, the Board remained
satisfied with the recruitment strategy of the Nomination Committee.
The matrix highlights those areas where the skills and experience of
Directors are particularly strong, and where there are opportunities
to further enhance the Board’s collective knowledge. A high-level
summary of the Board skills matrix as at 31 December 2025 is below.
Governance
113
Appointment and tenure
The Non-Executive Directors serve on the basis of letters
of appointment, which are available for inspection at the
Company’s registered office. The letters of appointment set
out the expected time commitment of the Non-Executive
Directors, who, on appointment, undertake that they have
sufficient time to carry out their duties. There is no fixed
expiry date. The Executive Directors’ service contracts are
also available for inspection at the Company’s registered
office. The notice period for Executive Directors is 12 months.
Directors’ induction and training/professional
development
The Chair, with the support of the Company Secretary, is
responsible for the induction of new Directors and the
ongoing professional development of all Directors. Where
necessary, new Directors are provided with training to
address their role and duties as a Director of a quoted
public company. The Chair and Company Secretary
continue to review the induction process and make
improvements wherever possible to ensure that any newly
onboarded Directors are successfully integrated into the
Group and their role as quickly as possible. Directors may
take independent professional advice in the furtherance
of their duties, if necessary, at the Company’s expense.
As the internal and external business environment changes,
it is important to ensure that Directors’ skills and knowledge
are refreshed and updated regularly, to allow them to adapt
to these changes and make informed and effective decisions.
The Board received presentations during the year from the
Company’s financial advisers, brokers and lawyers, as well
as several presentations by senior management, and
participated in Director training in addition to the annual
strategy session referred to earlier in this Report.
The Company Secretary is responsible for updating the
Board on new legislation and regulation, as well as changes
to the current legislative and regulatory regimes to which the
Company is subject. This is included in a report to the Board
at every Board meeting.
Board Director recruitment process
The recruitment process is designed to ensure that the
search for new Directors is thorough and inclusive, and
ensures that recruits possess the necessary experience and
skills to support the Company’s strategic direction, as well as
showcasing an understanding of the Group’s culture and
purpose. The Chair leads the Nomination Committee in
developing a candidate specification and brief, using the
Board skills matrix as a basis for identifying gaps that should
be addressed as part of the selection process. This brief is
then placed with an executive search agency, who must be
a signatory to the Voluntary Code of Conduct for Executive
Search Firms, in line with our Board Diversity Policy. Any
agencies that are used as part of the recruitment process
must confirm their independence on appointment.
The executive search agency then provides a longlist of
potential candidates from various backgrounds and industries,
based on this candidate brief. The candidates are then
shortlisted, following discussions between the Chair, the
Senior Independent Director and other members of the
Committee
(
or appointed sub-Committee, as appropriate
)
.
The candidates are interviewed and assessed
against pre-determined criteria and are considered in
line with the specific candidate brief, which often involves
meeting various Board members on a more informal basis
to determine interpersonal dynamics. The successful
candidate is then recommended for appointment to the
Board, by the Nomination Committee, with the Company
Secretary being tasked with the formalities.
Our sustainability agenda
The Board was kept up to date during the year on the
progress of our strategic sustainability objectives. At its
meeting in October, they participated in a sustainability
deep dive comprising a detailed overview of the
Greenhouse Gas inventory for the Group, including the
split across scopes 1, 2 & 3, in addition to the short-and
long-term climate targets currently in place, with further
detail on progress made towards achieving the stated
2027 science-based climate change targets for scopes 1
& 2 carbon emissions. This provided the Board with an
opportunity to provide appropriate challenge and
scrutiny on some of these measures, specifically the
current reduction measures, and the drive to continue to
innovate to exceed those targets. The Board also spent
time focusing on the progress made towards the Group’s
short-term 2025 targets, in addition to the general
activities and targets of the Group beyond this date.
A key focus of the Board during this sustainability deep
dive was the ongoing workstreams across the Group to
achieve the Group’s ambition of being the ‘lowest carbon
supplier of choice’, as well as details of the progress
towards this core element of our strategy. This included
tangible examples of progress, which included progress
made in finalising EPDs, in addition to the current
positioning of the Group versus its peers. Read more
about our journey to being the lowest-carbon supplier
of choice in our Sustainability Report on pages 32 to 45.
Governance
114
Shaping the future continued
Board evaluation and effectiveness
In accordance with Code Provision 21, the Board conducted an external evaluation during
the financial year. This involved the completion of anonymous online questionnaires for the
Board and each Committee, along with interviews. The responses were then collated into a
summary feedback report for the Board. This was completed by Better Boards, a specialist
board evaluation firm, who were also used to conduct the 2022 external evaluation and were
selected again for their quality. The structure of the evaluation mirrored the 2022 evaluation,
to enable the Board to obtain a metric on the progress that has been made since then.
Progress made during the year against the 2024 evaluation
Progress made on the actions identified in last year’s review is outlined below:
Action
Progress
Focus on further training
opportunities for the Board and
continued updates to the Board on
regulatory developments
During the year, the Board participated in externally facilitated legal
and regulatory training sessions, and received updates at each
meeting on relevant regulatory developments
Update to the employee
engagement programme
Following the appointment of Bronagh Kennedy as our new EE NED,
a review was conducted of the employee engagement programme
to widen the cohort of those employees we are able to reach. Read
more about our plans for this in 2026 on page 108 of this Report
Continued deep dives of Business
Units to allow the Board to obtain
further insight into customers,
suppliers and the wider industry
The Board received regular updates from the CEO and relevant
Divisional Managing Directors throughout the year on business
performance and challenges. It also conducted four site visits to
gain further insights on particular businesses and meet colleagues.
This continued to improve the breadth of exposure of NEDs to the
culture and people of Genuit, as well as to customers and industry
experts, to keep abreast of those areas impacting strategy
Stage 1: Interviews
Interviews were conducted by Better Boards
with individual Board and Committee
members, in addition to regular attendees at
the Committees, as selected by the Chair of
the Board and the relevant Committee Chair.
Stage 2: Questionnaire
These interviewed members then participated
in an anonymous survey to obtain further
detail about collective and individual
performance. The survey was grounded in
peer-reviewed research and structured
around the 7-Hallmarks of Effective Boards.
Stage 3: Results
Results were shared with the Group General
Counsel and Company Secretary and
discussed with the Chair of the Board, in
advance of finalising the report and sharing
this with the Board and Committees.
Stage 4: Feedback
Better Boards presented the outcome of the
external evaluation to the Board were at its
meeting in March 2026, and following this
discussion, agreed the proposed actions for
2026.
Outcomes from the external 2025 evaluation
Better Boards noted that there had been a marked improvement in all dimensions of the
Board evaluation since the previous external evaluation, and that each score was above the
average scores seen for other FTSE 250 boards within its client base and other FTSE 250
companies. Better Boards noted that the degree of improvement within Genuit was one of the
most marked improvements in performance it had seen, demonstrating the effectiveness of
the Board during the past three years, in addition to the success of the Nomination Committee
in ensuring the skills and composition of the Board are diverse, transparent, and enable
effective collaboration and communication.
Year 1
Internal
evaluation
Year 2
Internal
evaluation
Year 3
External
evaluation
Evaluation for the year ended 31 December 2025
The 2025 Board evaluation was externally facilitated by Better Boards. The process is detailed in the timeline below
Distinctive strengths
– Collaborative and collegiate culture
– Diverse experience and expertise
– Open and straightforward discussions
– Well-chaired
– Engagement and support for
management and the organisation
Significant achievements and
areas of progress
– Developed bench strength of the
leadership team
– Navigated a challenging market
downturn
– Acquisitions and internal reorganisation
– Developed a clear sustainability strategy
– Strengthened the positioning of the
business
Areas of focus for 2026 and beyond
– Align and enhance metrics to support monitoring of strategic progress
– Discuss and review the composition and plans for succession at the Board and Executive
Leadership level
– Build further on the current effective Board dynamic to drive further and more detailed
discussions
– Ensure appropriate time is given to regularly reflect on how effectively the Board is operating
– Progress the identified small behavioural and organisational changes
Governance
115
Audit, risk and internal controls
& Remuneration
4&5
The final principles and provisions
of the Code are vital for
maintaining effective governance
within financial operations and
remuneration practices.
They ensure that the Group has robust systems in place
to manage and monitor financial risk, maintain accurate
records and ensure compliance, as well as setting
parameters to ensure the fair and transparent remuneration
of executives. These principles and provisions help
safeguard the integrity of our operations and ensure that
our remuneration practices are competitive, fair and aligned
with our strategic goals. We have covered these in more
detail in our Audit Committee and Risk Committee Reports
on pages 123 to 136, and in the Remuneration Report on
pages 143 to 168.
Financial and business reporting process
The Board recognises its duty to ensure that the Annual
Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the position and
performance, strategy and business model of the Company.
In addition to the Annual Report and Accounts, the Company
also ensures that other price-sensitive reports and
additional information are published externally.
The Group has a thorough assurance process in place in
respect of the preparation, verification and approval of
periodic financial reports, which is set out in the Audit
Committee Report on page 132.
In accordance with Principle N of the Code, the Board is
required to ensure that its financial and business reporting
is fair, balanced and understandable. To ascertain whether
this is the case, it firstly establishes whether or not the
information presented within the Annual Report and Accounts
is fair, reviewing whether the whole story is presented and
done so accurately, and if the key messages in the narrative
reflect the way in which it is presented in the financial
reporting. Secondly, it assesses whether the information
presented therein is balanced, ensuring that there is a good
level of consistency between the narrative reporting in the
front and the financial reporting in the back, as well as
satisfying itself that the statutory and adjusted measures
are explained clearly, with appropriate prominence. The final
element to the assessment is to determine whether the
Annual Report and Accounts are understandable. The Board
assesses whether the Annual Report and Accounts uses
language which is accessible to a reasonably well-informed
reader or provides clear definitions for technical vocabulary
and acronyms where this is not possible; it should not be
disjointed or repetitive and should tell a complete and
straightforward story. The Board also ensures that important
messages are highlighted or cross-referenced appropriately
throughout the document. Completion of this process
provides comfort to the Board that the Annual Report and
Accounts, when, taken as a whole, is fair, balanced and
understandable, and, following its review, the Board was of
the opinion that the 2025 Annual Report and Accounts is
representative of the year and presents a fair, balanced
and understandable overview.
Annual General Meeting
The Company’s Annual General Meeting
(
AGM
)
is scheduled
to be held on 22 May 2026. All shareholders have the
opportunity to attend and vote, either in person or by proxy,
at the AGM. A copy of the notice of AGM can be found on the
Company’s website.
The AGM is the Company’s principal forum for
communication with private shareholders. The Chair of
the Board and the Chair of each of the Committees will be
available to answer shareholders’ questions at the AGM.
The notice of AGM will be sent out to shareholders at least
20 working days before the meeting. The results will be
announced to the London Stock Exchange via a Regulatory
Information Service announcement and published on the
Company’s website.
Directors’ indemnity and insurance
The Company maintains Directors’ and Officers’ liability
insurance to cover legal proceedings against Directors
and Officers acting in that capacity.
Details of the Directors’ indemnity arrangements can be
found on page 138 of the Directors’ Report.
Re-election of Directors
At the AGM, all Directors will retire and submit themselves
for re-election, with the exception of Britta Giesen, who
submits herself for election following her appointment to the
Board in October 2025. As a result of the Board evaluation
exercise, as Chair, I am satisfied that each Director continues
to show the necessary level of commitment to their role and
has sufficient time available to fulfil his or her duties to justify
their election/re-election.
Approved by the Board and signed on its behalf.
Kevin Boyd
Chair of the Board
10 March 2026
“The audit, risk and internal
ctrols & remunerati principles
and supporting provisis of the
Code are vital for maintaining
effective governance within
financial operatis and
remunerati practices.”
Governance
116
116
Corporate governance statement
Nomination Committee Report
Lisa Scenna
Senior
Independent
Director
Bronagh
Kennedy
Non-Executive
Director
Shatish
Dasani
Non-Executive
Director
Kevin Boyd
Chair of the
Nomination
Committee
2025 key achievements
During the year, the Committee reviewed the
structure, size and composition of the Board,
assessed the senior leadership succession plan
and updated the Board skills matrix. The
Committee also successfully executed a process
to recruit and recommend to the Board the
appointment of a new Non-Executive Director.
Dear Shareholder
I am delighted to present the Report of the Nomination
Committee
(
the Committee
)
for 2025, reporting on the work
of the Committee during the year.
The Committee plays a crucial role in the governance
structure of the Company, establishing and maintaining
the process for appointing new Board members and the
Executive Leadership Team
(
ELT
)
, and ensuring a diverse
and skilled leadership team. It operates independently of
Executive management and effectively assesses the skills
needed for leadership roles, engaging in thorough and
transparent candidate selection processes.
During the year, the Committee oversaw changes to its
Non-Executive Director composition, with Louise Brooke-
Smith stepping down from the Board in September 2025
following a six-year tenure. On behalf of the Board and
Company, I would like to thank Louise for her invaluable
contribution to the Group, and wish her the very best for the
future. To maintain Board effectiveness and in keeping with
its policies on diversity, the Committee recommended the
appointment of Britta Giesen as Non-Executive Director, and
she joined the Board on 27 October 2025, in addition to the
Audit, Nomination and Remuneration Committees. Britta
brings extensive executive Europe-wide and ESG experience,
which has already proven useful to our discussions and
continues to enrich the Board’s perspective. Further details
about Britta’s appointment and induction are detailed later
in this Report. The Committee has demonstrated its
effectiveness in successfully recruiting and onboarding new
members of the Board, as well as operating a successful
succession plan; identifying the diverse skills and experience
required to support the Company’s strategic direction in
keeping with its culture and purpose, as well as delivering an
effective induction programme for new Directors.
In keeping with Corporate Governance Code requirements,
the senior management succession plan was also reviewed
and updated at the Committee meeting in January 2026,
following a robust review process led by the ELT. The Committee
effectively supports the Executives in recruiting and
onboarding new members of the ELT, supporting delivery of a
detailed succession plan for the senior management team by
identifying the diverse skills and experience required to support
the Company in enacting the approved strategy and meeting
its medium to long-term goals.
Britta Giesen
Non-Executive
Director
“Equality, diversity and inclusi
ctinue to be a priority for the
Cmiee.”
2026 areas of focus
During 2026, we will focus on reviewing the Board
composition and continue our Board succession
planning, taking into consideration our Diversity
and Inclusion Policy.
We will continue to monitor and provide support in the
enactment of the Group’s People Strategy, and will review
the recommendation to adopt an ethnicity target for
senior leadership.
We will also review the enhanced senior management
succession plan as part of the integration of performance
management modules within Workday, the Company’s
secure HR information system.
Governance
117
During the year, the Committee reviewed and updated its
Board skills matrix to reflect the changes in the Board. The
matrix details those Board members offering proficiency in
certain areas versus experience, to allow the Committee to
differentiate between the level of skills across the Board and
identify any current or potential future gaps. The Board skills
matrix supports the Committee in its succession planning,
by identifying skills gaps and ensuring that these are
carefully considered by the Committee when considering
and making changes to the Board. The Committee will
continue to focus on ensuring that individual Directors and
the Board as a whole have the necessary experience and
skills to support the Company, and on the Board’s ability to
successfully oversee the delivery of strategy.
Equality, diversity and inclusion continue to be a priority for
the Committee. The Board’s membership currently comprises
42.9% female members; one Director is from an ethnic
minority background, and one senior Board position is held
by a female. We can also confirm that the Company complies
with the diversity-related recommendations within Listing
Rule 6.6.6R
(
9
)
, further details of which are reflected within
this Report. The Committee will continue to recommend
appointments to the Board based on merit and the individual
skills and experience of each candidate, while gender,
ethnicity, race and other forms of diversity and inclusion
will continue to form a key part of our succession planning
discussions, noting diversity as being critical to the long-term
sustainable success of the business.
I will be available at the AGM to answer any questions about
the work of the Committee.
Kevin Boyd
Chair of the Nomination Committee
10 March 2026
Members and meetings
The Committee comprises Kevin Boyd
(
the Chair
)
and all
Non-Executive Directors, being Shatish Dasani, Bronagh
Kennedy, Lisa Scenna and Britta Giesen. In accordance with
the 2024 UK Corporate Governance Code,
(
the Code
)
, Joe
Vorih
(
Chief Executive Officer
)
and Edel Conway
(
Chief People
Officer
)
attend the Committee meetings by invitation only.
All the Committee members are independent, and the
Committee is chaired by the Chair of the Board, except
when considering their own re-election in accordance with
Code Provision 17. Further details on the members of the
Committee and their attendance at Committee meetings
are set out on page 97. The Company Secretary acts as
Secretary to the Committee.
Under the Committee’s Terms of Reference, the Committee
will normally meet not less than twice a year and at such
other times as the Chair shall require. The Committee held
two scheduled meetings during the year under review. After
each Committee meeting, the Chair reports to the Board on
the main items that were discussed, their recommendations,
and any actions to be taken.
Governance
The Committee’s main responsibilities are to:
– evaluate the structure, size and composition
(
including
the skills, knowledge, experience and diversity
)
required
of the Board and the Committees;
– give full consideration to succession planning of Directors
and other senior executives; and
– assist with the selection process for new Executive and
Non-Executive Directors, including the Chair of the Board.
The Committee’s Terms of Reference explain its role and
responsibilities and were reviewed in January 2026 to ensure
they remain appropriate and reflect any updates in
Corporate Governance guidance.
In accordance with Code Principle L, the Board and its
Committees are required to be evaluated on an annual
basis. As the last external evaluation of the performance of
the Board and its Committees was completed during 2022,
an external evaluation was conducted during 2025. At its
meeting in March 2026, the Committee considered the
results of the review and concluded that the evaluation had
found the Committee to be operating effectively and
communicating as required with the Board in relation to
matters within its remit. It was noted that a review of the
composition and plan for succession at Board and Executive
Leadership levels would be beneficial, and that this would be
considered during 2026. Further details on the external Board
evaluation can be found on page 115 of the Corporate
Governance Report.
As stated in the Corporate Governance Report, all of
the Company’s Directors will retire and each will offer
themselves for re-election at the forthcoming AGM, with the
exception of Britta Giesen, who will offer herself for election.
The Chair confirms that the Committee has considered
the performance evaluation and the contribution and
commitment of all Directors, and recommends that the Board
and Company should support their election/re-election.
Click or scan this QR code to
view the Terms of Reference on
our website
Nomination Committee Report continued
Governance
118
Diversity and inclusion
(D&I)
The Committee supports and endeavours to increase
diversity in line with Principle J of the Code, encouraging
equality and diversity and promoting inclusion and
opportunity across the Group. It understands its role in
establishing a diversity-led culture and in gaining
a broader perspective of diverse stakeholder needs,
recognising that diversity policies should cover a wide
range of factors. The diversity of the wider leadership
team is monitored with reference to data extracted from
the Company’s secure HR information system, Workday.
All employees are able to use this system to provide their
individual diversity data, including their gender identity
and ethnic background, should they wish to do so.
The D&I Policy is reviewed and approved annually. Diversity
initiatives are embedded across the Group, and page 71 of
the Strategic Report provides more detail of our initiatives
during the year and how these have contributed to
achieving our strategy. Our objective remains consistent
with prior years, which is to create an environment across
the Group which is engaging, and where everyone is
comfortable to bring their whole self to work.
Our D&I Policy outlines how we will achieve this objective.
We continue to encourage, promote and maintain an
inclusive and supportive work environment, which reflects
the rights of individuals to be treated fairly and with respect.
During 2025, as our D&I journey continued to gather pace,
we created five D&I networks led by our employees, as
outlined in our Strategic Report on page 69. These
networks provided updates via Viva Engage, our Group
internal communications platform, to assist our leaders
in understanding the D&I issues that are important to
colleagues. An example of this in action was seen following
the Supreme Court’s 2025 ruling, as our LGBTQI+ Network
members were heavily involved in ensuring that we
reacted proportionately and in line with our D&I Policy and
aspirations. We believe that these networks will play a huge
part in our ongoing D&I journey and in the furtherance of
achieving our strategy.
As part of our recruitment policies and practices, we recruit,
develop and retain talent based on skills, qualifications,
experience, performance, behaviours and achievements,
using clearly defined, fair and inclusive criteria. We encourage
our leaders and employees to make a positive difference
through proactively supporting our D&I principles. We
prioritise investing in our employee development, as reflected
in our Gold Membership of The 5% Club, treating all colleagues
fairly and equally. We place our focus on encouraging an
honest and open culture through our Trademark Behaviours,
valuing our employees’ unique differences. We also ensure
our employees are supported to work in a way that suits their
circumstances by supporting flexible working, offering
part-time roles, and encouraging job-sharing opportunities
and shift swapping where possible. We continue to promote
direct engagement with employees to assist us in identifying
and making improvements to our diversity-related policies
and procedures. Read more about our employee
engagement initiatives on page 77 of the Strategic Report.
In addition to placing a focus internally for our employees,
our D&I Policy outlines how we should endeavour to promote
diversity and inclusion with our external stakeholders too,
developing policies and practices to direct and guide the way
in which we conduct ourselves, understanding our customers
and the communities within which we operate, to deliver
excellent service to our increasingly diverse customer base.
Diversity requirements form part of our succession-planning
framework, as well as being a key criterion for any
recruitment partners with whom we engage. The data
relating to the next layer of senior management indicates
that 32% identify as female and 67% as male, whilst across
the wider workforce, the split is 27% female and 73% male.
Since the launch of Workday, we are capturing more diversity
data, such as age, sexual orientation, disability and ethnicity,
to further understand the diversity of our workforce.
The table on page 120 shows our Board’s composition in line
with the Listing Rule requirements, including gender, ethnicity
and the percentage of women in senior Board positions, as
at 31 December 2025. It also shows gender diversity at senior
management level, being the ELT and its direct reports.
Governance
119
FCA Diversity Disclosure table
Data under LR 6.6.6R (9)
In line with LR 6.6.6R
(
9
)
, as at the reference date of 31 December 2025, the composition of the Board and Senior Leadership
is as follows:
Gender
Number of Board
members
Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID, and Chair)
Number in Senior
Leadership positions
1
Percentage of Senior
Leadership
Women
3
43%
1
17
35%
Men
4
57%
3
31
65%
Ethnic Background
Number of Board
members
Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID, and Chair)
Number in Senior
Leadership positions
2
Percentage of Senior
Leadership
White British or other
White
6
86%
4
46
96%
Mixed/
multiple Ethnic Groups
–
–
–
2
4%
Asian/Asian British
1
14%
–
–
–
Black/African/Caribbean/
Black British
–
–
–
–
–
Other Ethnic Group
including Arab
–
–
–
–
–
Not specified/
prefer not to say
–
–
–
–
–
1.
Per the definition on page 119.
2.
Per the definition on page 119.
Nomination Committee Report continued
The Committee supports the FTSE Women Leaders Review
target, which seeks to improve Board and senior leadership
diversity across FTSE 350 companies, as well as the FRC
Board Diversity and Effectiveness in FTSE 350 Companies.
As at the reference date of 31 December 2025, our ELT
comprised 71.4% male and 28.6% female members.
The Committee and the Board also fully support the Parker
Review’s ‘One by 2024’ recommendation, and is pleased
to confirm compliance with this as at 31 December 2025.
Additionally, the Parker Review requests data on the senior
management team and its current percentage for minority
ethnic groups. The percentage figure for the Group as at
31 December 2025 remained at 4.6%. No target for the
Company was submitted for the year ended 2025; however, we
intend to review this in 2026 as our data improves through the
use of Workday. Further analysis will be conducted during the
year to ascertain whether a target can be determined prior to
the 2026 year end. The Committee will review and approve any
future targets in this area and further details will be included in
the 2026 Annual Report and Accounts.
Gender is captured in the data as the sex of all employees
at the onboarding stage and is held on the Company’s
secure HR system, Workday. Genuit has 100% completion of
sex data for the members of the Board and Senior
Leadership, which is the data used when reporting the
above gender diversity data. Recognising that, for some,
gender identity can differ from that assigned at birth, all
employees are offered the opportunity to volunteer their
gender identity directly within Workday. Ethnicity data is
also provided voluntarily and can be offered in the same
way as gender identity. Genuit has voluntary completion of
ethnicity data for the members of the Board and executive
management, and this data is used when reporting the
above ethnicity data. All information is strictly confidential,
in accordance with Genuit Group’s Privacy Notice, in line
with the UK General Data Protection Regulations
(
UK GDPR,
GDPR 2018, DPA 2018 and the Data
(
Use and Access
)
Act
2025
)
.
Governance
120
Role of the Committee
and its activities during the year
Succession planning and tenure
The Committee is satisfied that all key roles have credible
succession and contingency plans in place, and considers
succession and contingency planning regularly. It takes into
account the challenges and opportunities facing the Group
and the future skills and expertise needed on the Board,
using both objective criteria and promoting D&I. In
accordance with Code Principle J and the FRC Guidance on
Board Effectiveness recommendations, the Committee
keeps under review and maintains an effective succession
plan for members of the Board and senior executives across
the Group. This includes:
– contingency planning
– for sudden, unplanned
and unforeseen departures, whereby interim cover on
a short-term basis is implemented;
– medium-term planning
– the orderly replacement of
current Board members and senior executives
(
e.g.
retirement
)
; and
– long-term planning
– the relationship between the
delivery of the Company strategy and objectives and the
skills needed on the Board, both now and in the future.
Nurturing talent is a key enabler to delivering our growth
strategy, creating a high-performance, purpose-led, inclusive
culture. The Chief People Officer is responsible for managing
the talent programmes across the Group, and provides
updates to the Committee on a regular basis. Where
appropriate, management training and development plans
are provided to senior and middle management to continue
to develop a diverse pipeline of internal talent for the future,
balancing new and innovative thinking with longer-term
stability and corporate knowledge. We continued the roll out of
the Genuit Leadership Programme for our senior leaders across
the Group, with a further cohort completing the programme
during 2025. Localised development also took place across
some of the business areas, focusing on leader and
manager development. In addition, we formally launched
our talent management and development strategy, which
will ensure all employees have robust development plans,
with any opportunities highlighted. This launch involved
conducting training sessions and formal communications. In
addition, we saw an uptake in our early careers and
graduate opportunities, and are pleased to confirm that the
programme will continue into 2026.
In addition, the Committee considers emergency succession
planning and is comfortable that a framework is in place,
should key senior management roles need to be covered on
an interim basis. Board appointment criteria are considered
automatically as part of the Committee’s review of succession
planning, and matters of Director tenure are reviewed on a
case-by-case basis.
During 2025, we launched our performance management
programme, with an aspiration of requiring all employees
to experience formal check-ins, mid-year reviews and end of
year reviews, including self-evaluation. We made significant
progress during the year in implementing this, and we hope
it will capture all PC users before the end of 2026, and be
available to non-PC users in 2027.
During the year, 18 of our Genuit Leadership Team
(
GLT
)
continued participating in the Genuit Leadership Programme,
which continues to have a positive impact. The year end review
also provides the Group with an opportunity to review the
diversity of this strategically important group. The overall GLT
population at 32% female continues to track higher than the
total organisation, which is 27% female as at 31 December 2025.
Gender diversity is an improving picture across the Group,
following this greater representation in senior leadership. Hiring
of female colleagues decreased during the year, with 29% of
applications being female. Given the challenges we see across
our industry in attracting female talent, we are proud of the
improvements we continue to strive for in this area.
Tenure of Non-Executive Directors
Appointments to the Board are typically made for an initial
term of three years and are ordinarily limited to three
consecutive terms in office, subject to annual re-election
by shareholders at the AGM.
The Committee recognises the recommendations in Principle
K and Provision 19 of the Code in respect of the Board tenure
of independent directors, and, in accordance with this, a
nine-year tenure is the maximum for Non-Executive Directors
(
with exceptions permitted only with a sufficient explanation
and where agreed by the Committee as a whole
)
.
Recruitment of Executive and Non-Executive Directors
The Committee’s role in recruiting Executive and Non-
Executive Directors includes:
– identifying any skills or experience gaps in the composition
of the Board and its current diversity;
– having regard to any such gaps, identifying and
nominating candidates to fill Board vacancies, as and
when they arise, and recommending them for the approval
of the Board; and
– reviewing the time commitment required from
Non-Executive Directors.
The Committee recognises the importance of the time
commitment of each Director to shareholders, and this will,
therefore, continue to be kept under review for all Directors
during 2026. A considered process supports director
appointments to the Board, as outlined in the section
describing Britta Giesen’s recruitment and appointment. It is
bolstered by the Group’s D&I Policy, which drives action to
promote inclusive recruitment and diverse appointments.
Korn Ferry confirmed their independence on appointment
and that they had no other connection with the Company or
any individual Directors. Whilst Korn Ferry are the appointed
advisers to the Remuneration Committee, the work carried
out in relation to the appointment of the Non-Executive
Directors was carried out by a team separate to the
remuneration advisory team.
Information on the Directors’ service agreements,
shareholdings and share options is set out in the Directors’
Remuneration Report on pages 143 to 168.
Governance
121
Effective inductions are crucial to ensuring that new
Non-Executive Directors become familiar with the
Company’s policies, strategic goals and culture, ensuring
effective leadership and alignment with the Group’s
purpose. The following was included in Ms
Giesen’s induction:
–
introduction to key members of the senior leadership team,
fostering early connections and open communication
channels and providing an insight into the Group’s culture;
–
a brief outline of policies and procedures;
–
an outline of strategic goals and Company purpose;
–
necessary training and resources, details of external
advisors and stakeholders and ensuring Ms Giesen, as a
Director of the Company, understood the legal and ethical
responsibilities associated with her role; and
–
Company facilities and systems.
Ms Giesen’s first few weeks prioritised the scheduling of
one-to-one briefings with the ELT and visiting site facilities
to gain an insight into the Group’s operational activities.
This provided an early opportunity to meet senior
leadership members, supported by operational site visits
to provide on-the-ground understanding of the different
businesses across the Group. In addition, Ms Giesen met
with all Non-Executive Directors individually and key
external advisors, including the Company’s brokers,
internal and external auditors, and PR advisors. The
induction schedule ensures key topics are covered,
specific to the sustainable long-term success of the
Company. These include:
–
a strategic overview;
–
Finance and Procurement organisation and priorities;
–
HR and HR transformation programme and priorities;
–
an overview of Sustainable Solutions for Growth strategy,
sustainability, and M&A;
–
Board governance, directors’ duties, legal and company
secretarial responsibilities and priorities;
–
IS organisation and IS transformation programmes
and key priorities;
–
HSE (including occupational health) organisation,
HSE strategy and priorities; and
–
an overview of R&D, technical, innovation, digital and
sustainable materials strategy.
Board evaluation and composition
As part of its role in monitoring the composition and
structure of the Board, the Nomination Committee will:
– review the structure, size and composition of the Board
and make recommendations to the Board, as appropriate;
– identify the balance of skills, knowledge, diversity and
experience on the Board;
– review and approve the Group’s diversity policy and
evaluate its effectiveness on a regular basis;
– review the leadership needs of the organisation, both
executive and non-executive, with a view to ensuring the
continued ability of the organisation to compete effectively
in the marketplace and deliver the Company’s strategy
and objectives; and
– review the results of the Board performance evaluation
process that relate to the composition of the Board and
the Committee’s own performance.
Board skills and experience
The Committee uses a skills matrix when identifying the
balance of skills, knowledge, experience and diversity of
the Board for its evaluation and composition review and
succession planning, which differentiates between Directors
who are proficient in specific subject matters and those
who are experienced. This allows the Committee to identify
any areas of expertise which are lacking or require further
development, and highlights those areas where there are
opportunities to further grow the Board’s collective
knowledge and level of diversity. Following the annual review,
the skills of the Board are considered appropriate to provide
constructive challenge, as well as guidance and support in
order to continue to deliver the Company’s strategy. The skills
matrix of the Board as at 31 December 2025 is included in the
Governance Report on page 113.
By order of the Board.
Kevin Boyd
Chair of the Nomination Committee
10 March 2026
Nomination Committee Report continued
Recruitment and induction
of Non-Executive Director,
Britta Giesen
During the year, following a robust tender process, the
Committee appointed Korn Ferry to assist in identifying a
new Non-Executive Director. Six female candidates were
shortlisted, and were interviewed by the appointed sub-
Committee. Following this process, the remaining members
of the Committee, in addition to the Executive Directors and
the Company Secretary, met the three preferred candidates
proposed by the sub-Committee. As a result of this, it
was agreed by the Committee that Ms Giesen had
the necessary skills and attributes that were being sought
for the Non-Executive Director role, and the proposal from
the Committee to appoint Ms Giesen was approved by the
Board. Ms Giesen joined on 27 October 2025, and, following
appointment, embarked on a comprehensive and tailored
induction programme, which was drafted by the Company
Secretary to ensure it was personalised to Ms Giesen, and
approved by the Chair.
Governance
122
Risk Committee Report
Emma Versluys
Group General
Counsel and
Company Secretary
Martin
Gisbourne
Chief Strategy
and Sustainability
Officer
Lee Mellor
Managing
Director,
Climate Division
Joe Vorih
Chief Executive
Officer
Edel Conway
Chief People
Officer
Steve Currier
Managing Director,
Water Division
Tim Pullen
Chair of the Risk
Committee
2025 key achievements
During the year, we completed training workshops
to further embed our risk management
framework within our operations, updating
templates, enhancing reporting and improving
the assessment of emerging risks. In addition,
we completed scenario analysis on three further
climate-related risks and opportunities.
Risk Committee activities
January 2025
Year end review
Review of the Group’s principal risks and
uncertainties
(
PRUs
)
and emerging risks, risk
appetite and Group risk management systems
and controls. Review of Annual Report and
Accounts disclosures, including the risk
governance report and climate-related risks
and opportunities, and an evaluation of the
Committee’s performance.
April 2025
Operational risk review
Review of business and function operational
risk and any material movements.
Consideration of climate-related risks and
opportunities and approval of qualitative
or quantitative scenario analysis in respect
of these.
July 2025
Half year review
Half year review of Group PRUs and emerging risks,
noting significant movements in operational risk
and the effectiveness of risk appetite, along with
a half year review of the effectiveness of risk
management systems and controls.
October 2025
Operational risk review
Review of business and function operational risk and
any material movements in advance of finalisation
of Group PRUs and emerging risks prior to year end.
Review of the output of scenario analysis for climate-
related risk prior to the finalisation of Annual Report
and Accounts disclosures.
2026 areas of focus
During 2026, we will focus on the implementation of
a risk management software solution to improve risk
reporting and updates, and will make required updates
to risk register reporting following the merging of two
Business Units into one Division and subsequent
reorganisation as two Divisions. We will further embed
climate-related risk and opportunity assessment
outputs within strategic workstreams, and continue
to provide oversight of the Group’s programme to
implement compliance with Provision 29 changes
under the 2024 UK Corporate Governance Code.
Governance
123
Committee continued in 2025 by highlighting material
movements in risk registers, and will remain a standing
agenda item in 2026. It has been effective in enhancing the
Committee’s agility in overseeing risk management within a
dynamic environment. Further steps will be taken during 2026
to embed risk appetite into daily decisions more easily, with
reference documents being improved and embedded using
various methods of engagement.
We also expanded the Group through two acquisitions,
as we welcomed new employees from Monodraught and the
Davidson group of companies. The Committee considered
the risk of the onboarding and integration process for both
acquisitions. The recruitment and retention of key personnel
and the associated risks were monitored as part of the
business and function reviews that take place on a rotational
basis. The Committee remains satisfied that local teams
continue to manage risks effectively, with strong progress
being made in the cultural development and diversity of
the Group, supported by the Group’s employee engagement
survey in October 2025, in addition to feedback from a pulse
survey conducted in April. The Committee continued to place
focus on compliance rates for learning and development
courses, noting the importance of this step for mitigating a
broad range of risks. Further information on our people
strategy and engagement with our employees can be found
in the Strategic Report on pages 65 to 78.
Across the world, the impact of climate change is evident,
and climate-related risks and opportunities remain a key
agenda item for the Committee. During the year, we
conducted further quantitative scenario analysis on key
risks and opportunities as part of our obligations under the
Financial Conduct Authority
(
FCA
)
Listing Rules and
recommended Task Force on Climate-Related Financial
Disclosures
(
TCFD
)
. Whilst climate change poses risk, it also
Dear Shareholder
I am pleased to provide a report on the activities of the
Risk Committee
(
the Committee
)
for the year ended
31 December 2025.
During 2025, the risk profile of the external environment
remained elevated, as the sector continued to be impacted by
both the global and domestic macroeconomic environments.
Like many other businesses, we continued to monitor and
respond to the impact that heightened geopolitical tensions
have had on global supply chains, commodity price inflation,
market uncertainty and deglobalisation.
Domestically, the market remained subdued in respect of
residential and commercial construction. The Group delivered
a resilient performance against these persistently challenging
market conditions, with targeted market share gains and
continued productivity improvements partially offsetting the
additional costs of the National Insurance increase. This
challenging landscape requires businesses to place emphasis
on effectively managing risk, and this is something we have
done effectively during the year. By identifying and mitigating
these risks and ensuring the Group’s readiness to capitalise
on opportunities to outperform our markets, we are well
positioned to supply a material increase in construction
activity, given the right conditions. This is supported by
regulatory-driven tailwinds associated with sustainability,
including the Future Homes Standard, where our breadth of
offering is supporting our customers’ development, and the
AMP8 water utility spending cycle, with its focus on stormwater
management solutions. We also continue to drive productivity
and operational improvements through the deployment of the
Genuit Business System, to mitigate the impact of these more
challenging conditions and further strengthen our business.
During 2025, we placed focus on risk governance; improving
culture, knowledge and awareness of risk within the Group
beyond the senior leadership team. We made improvements
to our reporting templates, conducted risk training workshops
highlighting how risk and opportunities are intrinsically linked,
and are investing in software solutions to enable future
real-time reporting. Effectively managing or mitigating risks
often creates new opportunities. Risk management systems
that combine the identification and assessment of risks and
opportunities into a single, cohesive process result in
achieving a balance which ensures measured, calculated
risks can be taken to continue to innovate and achieve
growth, which is key to achieving our strategic goals. Visibility
on changes in risk through more frequent reporting to the
“During 2025, we placed focus
risk governance; improving
culture, knowledge and awareness
of risk within the Group beyd
the senior leadership team.”
presents opportunities for the Group, with structural drivers
in both mitigating and adapting to the impacts of climate
change, that are expected to provide growth opportunities
for the Group over the medium term. Within the context of
the assessments under TCFD, overall, our assessment was
that any changes would have a minimal impact on our
short-term future revenues or growth. Further details on this
are provided later in this Report and the TCFD Report on
pages 46 to 58.
As part of its annual cycle, at its meeting in early 2026, the
Committee reviewed, discussed and agreed the final changes
to the Group’s principal risks and uncertainties and emerging
risks, prior to submission to the Board for approval. This ensured
that the risks remained current, proportionate and appropriate.
This Report describes in more detail how the Committee has
fulfilled its role in supporting the Board in overseeing and
advising on future and current risk exposures and monitoring
the effectiveness of the Group’s risk management framework.
Details of our principal risks and uncertainties, emerging risks,
and detail about our risk management framework
can be found on pages 87 to 94.
The Committee’s work in 2025 has placed focus on
increasing knowledge and awareness of risk across the
Group, which continues to strengthen the application of the
Group’s risk management framework. I remain confident
that we are well positioned to meet the challenges and
uncertainties that the current macroeconomic conditions
pose. Further detail is also included in this Report about the
performance and effectiveness of the Committee, which
was reviewed as part of the external Board evaluation
carried out during the year.
I will be available at the AGM to answer any questions about
the work of the Committee.
Tim Pullen
Chair of the Risk Committee
10 March 2026
Risk Committee Report continued
Governance
124
Governance
In accordance with Code Principle L and Provision 21,
the Board and its Committees should be evaluated on
an annual basis, with external evaluations being conducted
at least every three years. Following the internal evaluation
conducted in 2024, a recommendation was made for
additional training of Committee members on the
assessment of risk, given the change in membership
during the year. Training workshops were conducted in
2025 across the Group
(
further details can be found on
page 127 of this Report
)
. Given the previous external
evaluation was conducted in 2022, an external evaluation
was conducted in 2025. The Committee evaluation held in
December 2025 highlighted that the executive composition
of the Committee remained appropriate, and that the
membership comprised the necessary knowledge and skills,
and, as a result, was well equipped to manage the Group’s
risk framework on behalf of the Board.
The Committee is responsible for monitoring and reviewing
risk management systems; therefore, it has oversight of the
Group risk profile and risk appetite as a whole and, unless
required otherwise by regulation, carries out the duties
below, reporting to the Board as appropriate:
– reviews, manages and agrees the risk appetite, tolerance
and strategy of the Group for approval by the Board;
– assists the Board in fulfilling its reporting responsibilities
in the Annual Report and Accounts for risk reporting,
including:
– the internal risk management and control systems
in place;
– principal risks and uncertainties;
– emerging risks;
– climate-related risks and opportunities and associated
scenario analysis;
– risk appetite and any respective stress testing;
– overseeing and implementing the Group’s risk
management systems and internal controls;
– reviewing the alignment of any identified risks
to Group strategy; and
– supporting the Remuneration Committee in ensuring
that the remuneration policy is aligned to the Group’s
risk appetite.
Members and meetings
The Committee composition was reviewed during the year
to ensure that it remained fit for purpose and continued to
have the skills and experience required to perform the roles
and responsibilities within its remit. The Committee has
seven members, comprising Tim Pullen, Joe Vorih, Martin
Gisbourne, Edel Conway, Emma Versluys, Steve Currier and
Lee Mellor. The Deputy Company Secretary acts as Secretary
to the Committee, and the Group Financial Controller and
Group Internal Audit Director are invited to all meetings,
with Group function heads and those Committee Members
responsible for Business Units providing an update on
a rotational basis. The Committee is required to meet
a minimum of four times a year, and it held four meetings
during the year under review.
The Audit Committee Chair attends at least one Committee
meeting a year to provide independent insight to the Board
on the activities of the Committee and to ensure it is
managing risk appropriately and effectively, complementing
the work of the Audit Committee. Shatish Dasani was invited
to all Committee meetings and, in accordance with the
Committee Terms of Reference, he attended one meeting
in April 2025.
The 2024 UK Corporate Governance Code
(
the Code
)
Provision
25 requires that risk management systems be either reviewed
by the Audit Committee, a risk committee comprising
independent Non-Executive Directors, or the Board. Although
the Committee comprises solely Executive Directors and the
Executive Leadership Team
(
ELT
)
, it reports regularly on all its
activities to the Board and the Board is required to approve any
changes to the Group’s risk appetite, principal and emerging
risks, the Group’s risk management structure and climate-
related risks and opportunities. Therefore, such decisions are
not made without Board approval. The executive composition
of the Committee enables meetings to be effective at
reviewing and discussing the granular detail of operational
risk across the Group.
All proceedings of the Committee are reported formally to
the Board by the Chair of the Committee, who reports on the
key items discussed, as well as reporting on the nature and
content of the discussion, making recommendations and
proposing actions to be taken or approvals requested.
The Committee’s Terms of Reference explain the
Committee’s role and responsibilities and were reviewed
in October 2025 to ensure that they remained appropriate.
The Board approved the Terms of Reference at its meeting
in December 2025.
“This turns risk management fr
sething cpliance led into a
practical business capability.”
Click or scan this QR code to
view the Terms of Reference on
our website
Governance
125
Role of the Committee
and its activities during the year
Ensures adequate and effective risk management
systems and controls, and assesses the effectiveness
of the internal control environment
Management of risk is treated as a critical and core
aspect of Group activities. Whilst the Board has ultimate
responsibility for the Group’s robust risk identification and
management procedures and the maintenance of these, in
accordance with Principle O of the Code, risk management
activities are delegated to the Risk Committee, which is able
to oversee and manage everyday business and strategic
and operational risk. Any gaps in risk management systems
are identified, and plans for strengthening these are
discussed and agreed by the Committee, implemented
as appropriate, and reported to the Board. The Chair of
the Committee is required to provide a detailed report to
the Board after each meeting.
The Committee also provides recommendations to
the Board on the effectiveness of the internal control
environment in relation to risk management.
The Committee’s responsibilities include:
– monitoring and reviewing the effectiveness of the
Company’s risk management and internal control systems;
– reviewing the Company’s procedures for managing or
mitigating principal risks and identifying emerging risks;
and
– reviewing and approving the statements to be included in
the Annual Report and Accounts concerning internal risk
controls and risk management.
Risk management process
As the Board is ultimately responsible for ensuring that an
effective risk management system is in place, it is imperative
that the Committee ensures it has a clear view of the
level of risk across the Group to enable an effective reporting
process, in accordance with the risk management system
outlined on page 88 of the Strategic Report. Through
ongoing review during the year, the Committee ensures that
the framework is fit for purpose and operates effectively.
Each Business Unit and its businesses, in addition to Group
functions, maintains individual risk registers, allowing the
most significant risks to be identified and prioritised. The risk
management process is managed by the Group Internal
Audit Director, who ensures that all businesses comply with
the Group’s mandatory standards. Risk registers and profiles
must be formally reviewed at least twice a year, which often
extends to four times a year, in line with Committee meeting
scheduling. This includes climate-related risk, managed by
the Chief Strategy and Sustainability Officer, and led by the
Group Sustainability Director. Committee meetings include
a requirement for Business Unit and Group function leads to
report any material movements in risk registers, which is an
effective mechanism to allow the Committee to have
regular oversight of changes to risk that occur outside of
rotational presenting cycles.
The Committee sets the risk tolerance levels for the Group by
drafting its risk appetite and monitoring its implementation
to set a culture in line with this. It monitors and reviews the
Group’s risk registers, identifying and evaluating principal
and emerging risks, approving climate-related risks and
presenting to the Board for approval and inclusion in the
Annual Report and Accounts. To ensure compliance with the
Code and to operate the highest governance standards, the
Board remains responsible for reviewing and approving risk
management and internal controls, approving risk appetite
on an annual basis and challenging principal risks and
uncertainties and emerging risks, ensuring they support
overall Group strategic objectives.
Internal risk controls and management systems
The Committee relies on the effectiveness of senior leaders
across the Group to implement its controls and risk
management systems. Presentations given to the Committee
by Business Unit Managing Directors ensures that there is a
platform for sharing knowledge of any newly identified current
and emerging risks across the Group. It also enables the
Group to synergise mitigation where appropriate and take
a high-level and consolidated approach to managing
emerging risks. Senior leaders are responsible for maintaining
risk registers and implementing the bottom-up approach
to the review of risks. They are ultimately responsible to the
Committee for managing and adequately implementing
the Group’s risk management procedures and for monitoring
the operation and effectiveness of key internal risk controls.
They also provide support, guidance and advice to
employees on identifying risk, assessing the likely impact,
and proposing and implementing mitigation plans, which
is critical to the effective operation of the Group’s risk
management systems and controls.
Submission of Business Unit and Group function risk
registers enables the Group’s principal and emerging risks
to be updated every six months. The Group risk register
represents the consolidation of all risks considered to
be significant at Group level, and is maintained by the
Group Internal Audit Director.
Following the Committee’s reviews during the year, the
Committee confirms that it is satisfied that the Group’s
internal risk control and management procedures:
– operated effectively throughout the period; and
– are in accordance with the guidance contained
within the FRC’s Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting.
Risk Committee Report continued
Governance
126
Risk workshops
During September 2025, risk workshops were held across
the Group to provide general training and increase the
awareness of risks, emerging risks and risk culture and
improve risk management. Each workshop lasted 3 hours
and was attended in person. By ensuring the workshops
were psychologically safe spaces, this created
opportunities for diversity of thought and perspective,
including shared learnings between businesses and
Group Functions, and the direct feedback was
overwhelmingly positive. All workshops were scheduled
in order to enable Committee members to attend one
workshop each, and all employees who attended had
valid CPD credits added to their learning record. Attendees
were purposefully selected beyond Finance Directors and
Group Function leads, and included senior leadership
teams from larger businesses, as well as the
Key takeaways and actions included:
key stakeholders from smaller businesses and colleagues
from HR, HSE, Sales, Product & Innovation and Marketing.
Anonymous questionnaires were completed during and
after the workshops to understand any gaps and identify
areas for improvement, as well as providing a baseline to
leverage future training. Emphasis was placed on
businesses and individuals taking ownership and
embedding risk management into daily decisions, to
ensure the Group continues to effectively capitalise on the
opportunities it is seeking in the furtherance of its strategy.
This turns risk management from something compliance-
led into a practical business capability, equipping
employees to be able to identify, assess and manage
risks early, thus leading to better decisions and stronger
compliance and creating a proactive risk culture. This
ultimately protects value and improves overall business
performance.
1
A focus on
risk culture
throughout
the Group
during 2026.
2
Improvements
to risk appetite
cascade
documents,
to more effectively
communicate
parameters
for individual
businesses across
the Group.
3
Opportunities
for cross-
business-and-
function discussion
of risk and
emerging risks.
4
KRIs to be used
more frequently,
alongside
increased
discussion and the
use of these, to
enable risks that
are beginning to
show signs of
materialising to be
identified sooner,
enabling proactive
management to
minimise any
potential impact.
5
Streamlining
the Risk
Management
Framework
document to
improve its
usefulness as
a reference
document.
Governance
127
Evaluate and assess the principal and emerging risks
of the Group on behalf of the Board
The Committee’s role includes:
– assisting in the Board’s assessment of principal and
emerging risks;
– evaluating the Group’s principal risks to be considered by
the Board when assessing the Company’s prospects; and
– advising the Board on the likelihood and the impact of
principal risks materialising, and the management and
mitigation of principal risks to reduce the likelihood of their
incidence or their impact.
One of the key responsibilities of the Committee is to assess
principal and emerging risks and monitor these on an
ongoing basis. A robust assessment of the principal and
emerging risks facing the Group is regularly performed by
the Group Internal Audit Director, in line with Committee
meeting scheduling. These are presented to the Committee
at each meeting, to ensure that they are monitored on an
ongoing basis, placing focus on the effectiveness of
mitigations. This review process identifies those risks that
could threaten future performance and solvency or liquidity,
as well as the Group’s strategic objectives, over the coming
12 months. Emerging risks highlight areas that could indicate
an increase in the Group’s risk exposure. These are discussed
by the Committee and decisions are taken as to their
prominence, likely impact, and timescale to impact. Any
significant increase in risk or proposed emerging risks or
current principal risks is subject to challenge by the
Committee and requires a robust justification and clear
supporting data. Relevant details are included in the Chair’s
report to the Board, and, on an annual basis, principal and
emerging risks are submitted in full to the Board for final
approval and inclusion in the Annual Report and Accounts.
Principal risks include a comprehensive overview of the key
controls in place to mitigate the relevant risk and the
potential impact on strategic objectives, with key risk
indicator metrics to assist with monitoring, in addition to any
relevant contingency arrangements, should the risk
materialise. More detail on the Group’s principal risks and
uncertainties and emerging risks can be found on pages 87
to 94 of the Strategic Report.
Climate
In line with the recommendations in the Task Force on
Climate-Related Financial Disclosures
(
TCFD
)
and the FCA’s
Listing Rules, the Committee is responsible for monitoring,
assessing and mitigating the risks and capitalising on any
opportunities due to climate change on the Group and the
possible effects on its strategy. It is responsible for ensuring
that the Board has adequate oversight of these, and ensures
that the impact is adequately assessed, with appropriate
mitigations identified, ensuring that the Company is resilient
enough to manage these over the short, medium and long
term.
Quantitative and qualitative analysis was conducted by
the Committee to assist with the completion of its required
disclosure, which provided further clarity and insight into the
impact of those risks that had been identified as significant.
At its meeting in April, the Committee approved one
transition risk, one physical risk and one opportunity to
undergo further quantitative scenario analysis, to enable
the Committee to understand the potential financial impact
of these on the Group as a whole and allocate adequate
metrics to monitor their movement.
Climate is categorised as a principal risk, as outlined in
the principal risks and uncertainties on page 92, and the
qualitative and quantitative scenario analysis and
subsequent monitoring of the climate risk register has
positively contributed to the accuracy of the controls
surrounding climate as a principal risk. Further details
about the findings of these quantitative assessments
and the monitoring of the qualitative assessments can
be found in the TCFD Report on pages 46 to 58.
Advise the Board on its risk appetite, tolerance and
strategy, as well as ensuring that the Group is acting
in accordance with its approved risk appetite
The Committee is responsible for:
– advising the Board on the Company’s overall risk appetite,
tolerance and strategy, along with the principal
and emerging risks that the Company is willing to take
to achieve its long-term strategic objectives; and
– reviewing and assessing the Company’s risk appetite and
the associated stress testing.
During the year, the Committee reviewed its risk appetite
statements, and submitted these to the Board for review and
approval in accordance with annual reporting requirements.
The review of the risk appetite statement, along with the risks
that the Company is willing to take to achieve its strategic
objectives includes:
– reviewing the defined accepted tolerance levels for risks, in
accordance with the risk appetite statement;
– reviewing risks in the context of the overall strategic
direction of the Group; and
– reviewing and monitoring updates from senior
management about their principal and emerging risks and
their approach to risk management, monitoring and
mitigation to ensure that each is aligned with the Group
risk reporting structure and current risk appetite.
The Committee will continue to ensure that it reviews and
mitigates Group risk on an ongoing basis, with transparent
and frequent reporting to the Board to ensure that adequate
governance structures remain in place throughout the
upcoming financial year.
By order of the Board.
Tim Pullen
Chair of the Risk Committee
10 March 2026
Risk Committee Report continued
Governance
128
Shatish Dasani
Chair of the Audit
Committee
Lisa Scenna
Senior
Independent
Director
Bronagh
Kennedy
Non-Executive
Director
Britta Giesen
Non-Executive
Director
2025 key achievements
During the year, we finalised our plans to support the
Group in further strengthening its control environment
to ensure compliance with Provision 29, and reviewed
the process for our two acquisitions completed
in August and September 2025. We also reviewed
the full year and half year financial statements, key
accounting judgements, estimates and assumptions,
and assessed the quality and effectiveness of the
external audit. We also focused on cyber activity,
receiving a detailed update at each meeting from
the Group Information Security (IS) Director.
2026 areas of focus
During 2026, we will oversee progress on the testing of
material controls identified as part of the Corporate
Governance Provision 29 requirements, and make a
recommendation to the Board in respect of its statement of
effectiveness. The Committee will also continue to focus on
key risks faced by the Group including cyber, and integration
of the companies acquired during 2025.
The significant financial reporting judgements reviewed by the Committee in respect of the year under review were as follows:
Significant areas
considered
Key accounting considerations
How the Audit Committee reviewed and challenged
Outcome and conclusion
Financial
statements
note
Revenue
recognition
and
customer
rebates
The Group’s pricing structure
includes rebate arrangements
with customers, which can be
complex where judgement is
required. Timing of revenue
recognition is relevant for
ensuring accuracy of customer
rebate judgement.
The Committee considered the operating
effectiveness of controls surrounding revenue
recognition, assessing management’s review
and the recognition of customer rebate
liabilities at half year and year end, including
the rationale for any changes in rebates.
The Committee also reviewed the external
auditor’s assessment of these areas.
The Committee concluded that
the judgements and estimates
were reasonable and that
revenue and rebates have
been appropriately recognised
within the consolidated financial
statements.
Note 3.1.2
on page
190
Business
combinations
The Group acquired 100%
of the voting rights of both
Monodraught Topco Limited
and Davidson Holdings Limited.
Judgement was required to
identify the acquired assets and
liabilities at fair value, separately
from goodwill, determine the
useful economic lives of identified
intangible assets, and to allocate
goodwill to the Group’s Cash
Generating Units (CGUs).
The Group engaged two independent
third party firms to prepare Purchase Price
Allocation reports (PPA) for management.
The Committee received a comprehensive
report from management, supported by
the PPA reports. The Committee challenged
the basis for the key assumptions
and methodologies applied, including
management’s assessment of the
appropriate level at which to allocate
the goodwill arising on these business
combinations.
The Committee was satisfied
that the PPA exercise was
conducted appropriately and that
the disclosures in the financial
statements provided the required
information to shareholders. It
approved the allocation of the
goodwill arising on these business
combinations to the relevant CGU
groupings at the acquisition dates.
Note 18
on pages
200 to
202
Impairment
of non-
financial
assets
Goodwill is subject to an annual
impairment review, comparing
the recoverable amount of the
CGU to the carrying amount of
the assets. Where indicators of
impairment are identified, the
Group tests non-financial assets
for impairment. Value-in-use
calculations use the Group’s
approved budget and five-
year forecast extrapolated, with
mid-year discounting applied.
Judgement is involved.
The Committee received reports from
management, outlining:
•
evaluation of goodwill and intangible
assets for any potential impairment;
•
changes to the level at which goodwill
is monitored following internal
organisational change; and
•
the basis for key assumptions and
judgements used within the valuation
models, including applied sensitivity
analysis.
The Committee challenged these reports
and engaged with the external auditor for
independent opinion and review. Specific
focus in the year was given to the impairment
assessment arising as a result of the revisions
to the CMS CGU.
The Committee was comfortable
that key assumptions and
associated disclosures were
reasonable and that no
impairment was required. It
approved the new CGU grouping
within CMS, with the Climate &
Ventilation, Nu-Heat and Adey
CGUs being combined into one
CMS CGU for goodwill impairment
testing purposes.
Note 17 on
pages 199
and 200
Classification
of non-
underlying
items
During the year, certain items
of income and expense were
presented as non-underlying,
as defined in the Group’s
accounting policy. Alternative
performance measures such
as ‘underlying operating profit’
are used throughout the Annual
Report and Accounts
Earlier in the year, the Board pre-approved
certain projects and expenses which were
deemed non-underlying. The Committee
considered a report, prepared by
management, which set out the basis and
assumptions used in determining income
and expenses as underlying or non-
underlying at the half year and the year end.
The Committee were satisfied that these
were aligned to the pre-approved projects.
The Committee concluded all
items were correctly classified as
non-underlying. It was satisfied
that alternative performance
measures were effectively defined
and applied, clearly distinguishing
between underlying performance,
and financial performance after
accounting for non-underlying
items.
Note 8 on
pages 194
and 195
Audit Committee Report
Governance
129
Dear Shareholder
On behalf of the Board, I am pleased to present the Report
of the Audit Committee
(
the Committee
)
for 2025. This Report
is intended to provide shareholders with an insight into key
areas considered by the Committee, together with an
explanation of how the Committee discharged its
responsibilities, and provide assurance on the integrity
of the 2025 Annual Report and Accounts.
The Committee’s main role is to monitor and review the
integrity of the Company’s financial information.
Consequently, it is responsible for overseeing the financial
reporting processes of the Group and ensuring that they
are accurate and transparent. Its key responsibilities include
reviewing financial statements, overseeing the external
audit processes and ensuring that the auditor remains
independent, monitoring internal controls, and fostering
effective communication between executive management,
the Group’s external auditor and the Board. We continued to
see professional, comprehensive and robust work across
our employees and partners, which has meant that the
Committee was able to discharge its obligations effectively
throughout the year. The Committee held four meetings in
2025, all of which were fully attended.
2025 proved to be another year of uncertainty within the
macro environment, with geopolitical tensions and market
uncertainty, and with this being in addition to the
developments in artificial intelligence
(
AI
)
. The Committee
remained vigilant regarding the impact of these challenges,
scrutinising assumptions related to going concern and other
key accounting judgements. We considered the ongoing
challenges that these presented and the financial
implications, alongside the work of the Risk Committee in
understanding the principal risks and ensuring the
effectiveness of any mitigations in place. Further information
on the Risk Committee’s work and its approach to monitoring
principal and emerging risks is set out in the Risk Committee
Report on pages 123 to 128. The Committee considered the
resulting implications of these and other challenges for the
interim and full year financial statements. Throughout the
year, the Group remained effective at identifying external
challenges quickly and proactively mitigating them to the
greatest possible extent.
The Group successfully completed two acquisitions during
2025, as we welcomed Monodraught and Davidson Holdings to
the Group in August and September 2025, and the Committee
ensured that it was satisfied with the appropriateness of the
As a result of the work it undertook during the year, and
taking into account the feedback from the Board and
Committee evaluations
(
further details of which are set out
on page 115
)
, the Committee considers that it has been
effective in ensuring that it has due regard for those matters
within its remit. My attendance at one Risk Committee during
the year, together with receiving regular reports from the Risk
Committee Chair at the Board, has enhanced the oversight
of the activity of the Risk Committee, complementing the
work of the Audit Committee.
Recently, the FRC conducted a thematic review of share-
based payment disclosures for a sample of annual reports
and accounts and a limited-scope review of the same Annual
Report and Accounts in accordance with Part 2 of the FRC
Corporate Reporting Review Operating Procedures. The
Company’s Annual Report and Accounts for the year ended
31 December 2024 was included in its sample for this thematic
review, and I am pleased to confirm that, based on this review,
the FRC raised no questions or queries. This is indicative of the
quality of the output and dedication of our team in financial
reporting for our shareholders, and we will continue to strive
for this high quality in all our reporting. Further information
about this can be found later in this Report.
I will be available at the AGM to answer any questions about
the work of the Committee.
Shatish Dasani
Chair of the Audit Committee
10 March 2026
external communications regarding the transactions and the
integrity of the acquisition process. The Committee also took
appropriate steps to satisfy itself that these businesses were
being effectively integrated into the Group, ensuring that there
was effective implementation of the Group’s internal control
requirements, financial reporting practices, IT systems, and
governance and ethical practices.
The Committee also closely monitored communications and
Group reporting processes, ensuring that the progress of the
external and internal audits remained on track throughout
the year, that current internal controls remained effective,
and that any resulting actions were addressed in a timely
manner. The reviews conducted during the year provided the
Committee with confidence in the robustness of the financial
reporting, audit processes and Group control environment.
The internal audit plan continued to operate effectively and
continues to evolve to reflect the changing needs of the
Group. Further detail on the role of internal audit is outlined
later in this Report.
The Committee is committed to enhancing internal controls to
protect the Group’s shareholder interests, both now and in the
future; therefore, during the year, particular focus was given to
the upcoming 2024 UK Corporate Governance Code changes,
specifically in relation to audit, risk and internal controls, which
are effective for financial years beginning 1 January 2026. The
Committee oversaw the roadmap and implementation of a
programme to assess and complete enhancements to current
financial controls, and ensured adequate steps were being
taken towards obtaining compliance with the new requirements.
Further details on the action taken during the year to prepare for
these changes are detailed later in this Report.
The Committee’s composition has been subject to change
within the year. Louise Brooke-Smith stepped down from the
Board and Committee on 24 September 2025, and we
welcomed Britta Giesen, who was appointed on 27 October
2025. The other members have remained unchanged,
ensuring the Committee continues to benefit from an
extensive and broad range of skills and experience to fulfil
its duties effectively. As part of its delegated responsibilities
under its Terms of Reference, the Committee is required to
oversee the process for determining whether the Annual
Report and Accounts, when taken as a whole, is fair,
balanced and understandable. The judgements and factors
that the Committee considered when reviewing the 2025
Annual Report and Accounts are outlined on page 129, as
well as its conclusions in this regard.
Audit Committee Report continued
Governance
130
Members and meetings
The Committee operates in accordance with Provision 24
of the 2024 UK Corporate Governance Code
(
the Code
)
and
the FRC’s guidance on Audit Committees. It comprises four
Non-Executive Directors, these being Shatish Dasani, Lisa
Scenna, Bronagh Kennedy and Britta Giesen. The Chair of the
Board is not a member of the Committee. All Committee
members are considered to be independent, in accordance
with the definition of independence in the Code, and Shatish
Dasani is designated as the Committee member with recent
and relevant financial experience. Shatish has extensive
experience of the financial reporting requirements of FTSE
companies, in addition to understanding the level of
compliance required for public companies and experience
in dealing with internal and external auditors. Further detail
about Shatish’s experience can be found on page 100 of the
Governance Report.
All other members of the Committee are assessed as
part of the skills evaluations conducted by the Nomination
Committee, and are deemed to have the necessary ability
and experience to understand financial issues, given their
mix of skills and backgrounds, as well as competence
relevant to the sector in which the Group operates. The
Committee and Board is confident that its composition,
balance and expertise provide shareholders with the
confidence that the financial reporting and control
processes of the Group are subjected to the appropriate
level of independent, robust and challenging oversight.
The Committee holds a series of scheduled meetings
during the year, with a formal agenda linked to the events
in the financial calendar of the Group. In addition to the
Committee members, attendees at each of the meetings
includes, by invitation, the Chair of the Company, the Chief
Executive Officer, the Chief Financial Officer, the Group
General Counsel & Company Secretary, the Group Internal
Audit Director, the Group Financial Controller, the external
auditor, Ernst & Young
(
EY
)
, and Grant Thornton UK LLP
(
GT
)
,
who provide specific internal audit services to the Group. The
Deputy Company Secretary is Secretary to the Committee.
The Committee held four formal meetings during the year.
In accordance with best practice, the Committee met
regularly with the EY lead audit partner, without executive
management being present. The Committee also met with
the Group Internal Audit Director and GT without executive
management being present. In addition, the Committee
Chair has regular meetings with EY and separate meetings
with the internal audit team.
Governance
The responsibilities of the Committee are set out in its Terms
of Reference, which are reviewed annually and updated
where required, to ensure that they remain appropriate
and reflect any changing governance requirements and
recommendations. These were reviewed and approved in
October 2025. As part of the process of working with the
Board to discharge its responsibilities and to maximise its
effectiveness, meetings of the Committee are held in
advance of Board meetings, to allow the Committee Chair
to provide an update to the Board on the Committee’s
discussions and decisions, and for the Board to consider
any recommendations being made.
In accordance with best practice, the effectiveness of the
Committee was evaluated this year as part of the external
Board and Committee evaluation. The output confirmed that
the Committee and regular attendees were unanimous in
their view of the effectiveness of all functions of the
Committee. Feedback was positive, noting that dialogue
was open, that there was an appropriate balance of support
and challenge, and that meetings were effectively chaired,
ensuring that there was sufficient time dedicated to the
discussion of key agenda items. The results of the evaluation,
therefore, provided the Committee with a high level of
assurance that key issues are being dealt with appropriately.
Read more about the external evaluation in our Governance
Report on page 115.
Role of the Committee and its activities
during the year
Independent oversight of reporting procedures
and financial statements
The Committee’s role in overseeing reporting procedures
and financial statements includes:
– monitoring the integrity of the financial statements of the
Group, including its annual and half-yearly reports, trading
updates, dividend proposals, results announcements and
any other formal announcements relating to its financial
performance;
– reviewing significant financial reporting matters and
judgements; and
– reviewing the content of the Annual Report and Accounts
and advising the Board on whether, taken as a whole, it
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Group’s financial position and its performance, business
model and strategy.
When approving the Group’s interim and final results
announcements, Committee meetings are scheduled
prior to the Board meetings, to allow the Committee to
fully consider the financial reporting judgements made by
management, prior to submitting the announcements to the
Board for approval. The Committee considers the principal
accounting policies that are used when preparing results,
as well as reviewing the significant accounting issues and
areas of judgement made and other key areas of focus. The
Committee receives regular reports from the Chief Financial
Officer and Group Financial Controller to support this work.
The Committee’s considerations are based on a review of
the accounting papers and financial reports prepared and
presented by management, as referred to above, along with
the reports prepared and presented by the Company’s
external auditor.
Click or scan this QR code to
view the Terms of Reference on
our website
Governance
131
Principal statutory
reporting matters
Fair, balanced and understandable
A key requirement of the financial statements and Annual
Report and Accounts is that they are fair, balanced and
understandable
(
FBU
)
. These principles aim to ensure that
the financial statements accurately and fairly reflect the
financial position and performance of the Group, that
they are presented in a clear and concise manner, and
that they include the information necessary for
shareholders to assess the Group’s position, performance,
business model and strategy. This includes monitoring
and assessing the Group’s reporting processes
throughout the year, culminating in the final summary
included in the Annual Report and Accounts, which
correctly reflects the Company’s performance in the
reporting year. The Committee undertakes this review
with both management and the Group’s external auditor,
and focuses on ensuring compliance with the relevant
financial and governance reporting requirements. Further
details on the FBU process can be found in the Corporate
Governance Report on page 116.
Following the Committee’s assessment of the Annual
Report and Accounts, it concluded and was able to
recommend to the Board that the Annual Report and
Accounts is fair, balanced and understandable and
provides the information necessary to assess the Group’s
position and performance, business model and strategy.
Stage 1
The Committee monitors the
integrity of the Group’s reporting
processes and the contributions
of the external auditor
Stage 2
It monitors key accounting
judgements and estimates,
challenging management
and ensuring transparency
and accountability and the
credibility of data
Stage 3
It reviews and discusses
significant issues arising
from the external audit
Stage 4
It reviews the disclosures,
processes and controls
underlying the preparation
of the full year and half year
results, prior to recommending
them to the Board for approval
Stage 5
It reviews drafts of the Annual
Report and Accounts to assess
and advise on direction and
key messages, with a near-
final version provided to the
Committee and Board for
review, prior to sign-off of the
Annual Report and Accounts
Stage 6
It ensures that the regulatory
requirements for the Annual
Report and Accounts are
thoroughly understood in
conjunction with the Board and
management, along with the
consistency of and any changes
to accounting policies
Stage 7
It reviews and approves the
Viability Statement assumptions
and going concern assumptions
December
Scope for full year audit
Tax strategy and internal controls
March
Full year results
Independence assessment of the auditor
Impact of new financial reporting standards
and legislative requirements
Report of the Audit Committee
August
Half year results
Internal audit and controls
October
Review of accounting standards and
reporting
Scope for full year external audit
Audit Committee Report continued
Governance
132
Viability Statement
The Viability Statement is a longer-term view of the
sustainability of the Company’s proposed strategy and
business model, considering wider economic and market
developments as well as giving a clearer and broader view
of solvency, liquidity and risk management. Its purpose is to
provide assurance to shareholders that the Group is
financially stable, and capable of meeting its financial
obligations over a longer period of time. The Committee
considered and challenged the current Viability Statement
during the year, as well as the current three-year period and
relevant stress testing, and remained of the opinion that this
continued to be appropriate. Part of its assessment of the
Viability Statement involved considering the risk scenarios
presented, the sensitivities for the impact of the combined
risks, the reverse stress testing, and the available headroom
after applying the sensitivities. The full statement can be
found in the Directors’ Report on page 137, which contains
further detail on the process, assumptions and testing that
underpin it.
Going concern
In determining whether the Group can continue to adopt
the going concern basis, the Committee considers and
reviews the Group’s overall resources for the foreseeable
future, covering a period of 22 months to 31 December 2027.
Following this review, the Committee agreed that the
forecasts presented were reasonable; therefore, the Annual
Report and Accounts have been prepared on a going
concern basis. The going concern statement for the Group
can be found in the Directors’ Report on page 138.
Financial reporting
The Committee reviewed significant financial matters in
connection with the financial statements. Further details
are set out in the table on page 129.
These items were considered to be significant, taking into
account the level of materiality and the degree of judgement
exercised by management. In addition, the Committee
considered, and made recommendations to the Board as
appropriate. These key matters included provisions, pensions,
tax-related matters, financial systems transformation, going
concern, receivables, and other specific areas of audit focus.
The Committee was satisfied that all issues had been fully
and adequately addressed and that the judgements made
were reasonable and appropriate and had been reviewed
and debated with the external auditor, who concurred with
the approach taken by management.
FRC review of the Annual Report and Accounts
for the year ended 31 December 2024
During 2025, the FRC conducted a thematic review of
share-based payment disclosures using samples from
various annual reports and accounts. The FRC’s objective
was to assess the quality of disclosures and to identify
examples of higher-quality disclosures. Genuit Group plc
was selected as one of the samples as part of this
thematic review, in addition to having a limited-scope
review in accordance with Part 2 of the FRC Corporate
Reporting Review Operating Procedures. We are pleased
to confirm that following this review, the FRC had no
findings, questions or queries to raise. We will continue to
strive for the same high-quality reporting in future years.
It should be noted that the FRC review is based solely
on annual reports and accounts, and does not benefit
from detailed knowledge of our business or an
understanding of the underlying transactions entered
into. It is, however, conducted by staff of the FRC who
have an understanding of the relevant legal and
accounting frameworks. This positive feedback
received from the FRC provides no assurance that the
annual report and accounts are correct in all material
respects; the FRC’s role is not to verify the information
provided to it but to consider compliance with
reporting requirements. The feedback from the FRC
is written on the basis that the FRC
(
which includes its
officers, employees and agents
)
accepts no liability
for reliance on it by the Company or any third party,
including but not limited to investors and shareholders.
The FRC notes how it supports continuous
improvement in the quality of corporate reporting and
recognises that those with more detailed knowledge of
our business, including this Committee and our Group
auditors, may have recommendations for future
improvement, which we are encouraged to consider.
Provision 29 activity timeline:
2025
H1
– Defined governance structure and established Steering
Committee
– Performed a control environment maturity risk assessment
– Full inventory and review of current financial and non-
financial risk and controls framework
– Defined the first Line of Defence (LOD), second line and
third line remits within the control environment
2025
H2
– Began developing a Group GRC tool for Enterprise Risk
Management and controls monitoring, for 2026
finalisation and going live
– Reviewed and revised the existing minimum controls
framework, with deployment planned for Q1 2026
– Disaggregated the Group’s principal risks to identify
relevant material controls that underpin its reporting
– Proposed material controls were reviewed and discussed
with the Audit Committee
– Prepared testing scripts, assessing the levels of
assurance, and considered the reporting framework
Plans for 2026,
H1
– Testing will commence on Material and Minimum
Controls Frameworks
– Updates to the Audit Committee on testing output and
controls effectiveness
– Continual refinement/review of internal controls
framework to position us to meet the requirements of the
Corporate Governance Code 2024
Provision 29 Steering Committee meetings
– Regular attendees: CFO, GFC, Group Internal Audit
Director, Group Head of Internal Controls, Group IS
Director, and other workstream leads by invitation
– Meetings held:
January / March / May / July / September
/ October / November
Governance
133
Selection and supervision of the independent auditor
The Committee’s responsibility for selecting and supervising
internal and external independent auditors includes:
– assisting the Board with the discharge of its responsibilities
in relation to internal and external audits;
– overseeing the relationship with the external auditor,
including their appointment, re-appointment and/or
removal; approval of the scope of the annual audit, their
remuneration and the terms of engagement; monitoring
and reviewing their independence and objectivity,
considering the effectiveness of the audit process and
reviewing the extent of non-audit services performed; and
– monitoring and reviewing the effectiveness of the Group’s
internal audit function in the overall context of the
Company’s risk management system and the work of the
compliance and finance functions and the external auditor.
Internal controls and internal audit
The Group maintains a co-source approach to internal
audit, with a Group Internal Audit Director
(
GIAD
)
role and
a contract for the delivery of selected internal audits by
a third party, which is currently GT. An Internal Audit Charter,
which is reviewed and updated annually, is in place to
govern the function and provide guidance, purpose and
clarity to the GIAD as to the scope and objectives of the
function. The Internal audit function spans the whole Group,
and provides independent and objective assurance over the
Group’s systems of internal controls through a risk-based
approach. A rolling three-year internal audit plan is in place,
and the specific annual plans are developed in advance of
the relevant financial year, through discussion with various
stakeholders, before being presented to, and approved by,
the Audit Committee. This plan, which is subject to regular
review and adaptation as necessary, addresses the Group’s
principal risks on a rotational basis whilst maintaining a
focus on basic financial accounting and reporting controls.
The Group has a rolling list of findings and agreed remedial
actions, which are tracked and monitored by the Audit
Committee. GT bring best-practice thinking and approaches
to the function and continue to support the strengthening of
the Group’s internal control environment.
In accordance with its Terms of Reference, the Audit Committee
has ultimate responsibility for ensuring the effectiveness of
internal audit, approving the three-year rolling internal
audit plan and the scope of each planned audit, with the
Chief Financial Officer having day-to-day responsibility. In
addition, the internal audit delivery is subject to the Internal
Audit Charter. Key areas covered in the 2025 internal audit plan
included topics such as product innovation, treasury, health
and safety, the Group’s ESG strategy and its business continuity
and cloud resilience. Targeted balance sheet reviews were
completed in respect of a number of sites, specifically
including those recently acquired, along with broader site
reviews also covering non-financial matters in respect of
some of the remainder.
The Committee provides independent oversight, regularly
considering the internal audit plan, internal audit reports
and action tracker, and reviewing and challenging the
internal audit results and reports, as well as assessing the
adequacy and timeliness of management’s responses
and proposed resolutions.
The Risk Committee has responsibility for risk management
on behalf of the Board. Details of how risk is assessed,
managed and controlled, as well as an outline of its purpose
in the governance structure of the Group, can be found in
the Risk Committee Report on pages 123 to 128. Details of the
Group’s principal risks and uncertainties and emerging risks
can be found in the Strategic Report on pages 87 to 94.
External audit appointment
The Committee carefully considers the re-appointment
of the external auditor each year, prior to making its
recommendation to the Board. As part of this process, the
Committee considers the independence of the external
auditor, the effectiveness of the external audit process, its
remuneration and the terms of engagement. Following this
review, the Committee recommended to the Board that EY
should be re-appointed for the 2025 audit. In accordance
with current professional standards, the external auditor is
required to change the lead audit partner every five years,
in order to protect auditor independence and objectivity.
EY were awarded the external audit in 2023, following a
competitive tender process. In accordance with the Code,
the Competition and Markets Authority
(
CMA
)
Order and the
EU Audit Directive, it is the Company’s intention to put the
audit out to tender at least every 10 years.
Effectiveness and independence of the external auditor
A review of the external auditor’s performance and
effectiveness is undertaken by the Committee each
year. In respect of the 2025 full year audit, EY confirmed
its independence in October 2025 and March 2026, as it
presented to the Committee on its determination of
independence, to enable the Committee to fully, and
appropriately, assess its independence. This review includes
considering the qualification, expertise, resources and
re-appointment of the external auditors, as well as ensuring
that no issues have arisen that may adversely affect their
independence and objectivity. The review also considers
how robust the external audit has been, as well as the quality
of delivery. It also assesses how well the external auditor has
exercised professional scepticism and whether they have
provided an appropriate degree of constructive challenge
to management. Following this review, the Committee
concluded that the external auditor remained independent.
As a result, and after considering the above matters, the
Committee considered that the external audit had been
effective and recommended to the Board that EY be
re-appointed as external auditor to the Group. A resolution
to this effect will be proposed at the 2026 AGM.
Audit Committee Report continued
Governance
134
Non-audit services
The Group’s non-audit services policy restricts the external
auditor from performing certain non-audit services, in
accordance with the Revised Ethical Standard 2019 issued by
the FRC. All non-audit services proposed to be performed by
the external auditor must be pre-approved and sponsored
by a senior executive via a detailed written recommendation,
which includes the nature and scope of the proposed service,
the supplier selection process and criteria, the chosen
supplier and selection rationale, the relationship of the
individual within the external auditor to perform the proposed
service with those undertaking the audit work, a fee estimate
and the category of non-audit service, if relevant. In addition,
the external auditor must provide a written statement of
independence, approved by the lead audit partner. All
non-audit services proposed to be performed by the external
auditor with a fee estimate in excess of £10,000 must also be
pre-approved by the Committee.
This policy and approach further enhances auditor
objectivity and independence, and was reviewed by the
Committee at its meeting in October 2025. There were no
exceptions to this policy during 2025.
Fraud, compliance, whistleblowing and the UK Bribery Act
Whistleblowing
The Committee recognises the importance of effective
whistleblowing policies as being a key tool to strengthen
governance, acting as a mechanism for ensuring internal
control. The Committee ensures that a reliable system is
in place to identify and correct any unlawful or unethical
conduct, and is responsible for ensuring that adequate
reporting tools and policies are in place, in accordance
with Principle E and Provision 6 of the Code. It regularly
reviews the arrangements whereby all of the Group’s
employees may, in confidence, raise concerns about
illegal, unethical or improper behaviour or other matters,
and ensures that these concerns are investigated and
escalated as appropriate. As part of this process, it
monitors any reported incidents under its whistleblowing
policy and via the third party reporting provider.
The Whistleblowing Policy is accessible across the Group
as a standalone policy and sets out the procedure that
employees should follow to raise legitimate concerns
about any wrongdoing in financial reporting, or other
matters, such as:
– something that could be unlawful;
– a miscarriage of justice;
– a danger to the health and safety of any individual;
– damage to the environment; and
– improper conduct.
The anonymous hotline and online reporting tool
support the internal processes and enable employees
to feel confident to freely report any concerns they may
have. During the year, the Company Secretary provided
regular updates to the Committee on any reports
received and the action taken, where required, to
address the concerns raised. The Group will continue to
monitor any national laws that implement additional,
relevant requirements and make any required changes
to policies and procedures where appropriate.
As part of its roles and responsibilities, the Committee
monitors and reviews internal controls in the context of
ethics and compliance, with the aim of strengthening
governance systems across the Group.
Governance
135
Fraud and the UK Bribery Act
As part of its commitment to drive a workplace that
promotes honesty, integrity and good ethical practices,
the Committee is also responsible for reviewing the
Group’s compliance procedures for detecting fraud
and the systems and controls in place to prevent a
breach of anti-bribery legislation.
The Committee receives an update on the effectiveness
of the ethics and compliance policies in place across the
Group as part of its ethics and compliance update at
each meeting, as well as reviewing and approving any
updated versions of key policies. These policies must be
adhered to by all employees and are aimed at reducing
the risk of fraud occurring. The Group is committed to a
zero-tolerance position with regard to bribery and has in
place an Anti-Bribery and Corruption Policy which must
be complied with by all employees, regardless of their
possible risk of exposure. This policy was updated during
2025 to reflect the changes implemented by the
Economic Crime and Corporate Transparency Act
(
ECCTA
)
. The Group continues to foster an environment
whereby every employee takes responsibility and feels
empowered to ensure that the zero-tolerance position is
upheld and that there are no breaches of anti-bribery
legislation. The Group will continue to request biannual
confirmations from relevant individuals, stating that they
have complied with the Group’s policy. Refresher training
will be reissued where required, and all new starters are
required to complete the training on commencement
of employment.
Cyber and information security
The Committee is responsible for ensuring that
adequate cyber and information security protections
are in place across the Group. The Committee
received regular cyber security updates from the
Group IS Director throughout the year, in addition to
those received by the Board as a whole and the
rotational cycle of updates given to the Risk
Committee. The Committee was updated by the
Group IS Director on the successful defence against
new AI-led attacks and techniques, which validates
the Group’s ongoing investment in its cyber defences.
It approved the onboarding of all businesses into one
‘Infrastructure as a Service’ to provide full coverage of
the Group’s cyber security umbrella for the first time,
and received updates on disaster recovery and
backup platform improvements, with such
improvements creating a leaner, more cost effective
environment. The Committee also received updates
on internal auditing and testing for compliance with
cyber policies, and the proactive steps being taken
to create further in-house support in this area.
The Committee remains satisfied with the ongoing
investment and commitment to robust cyber defences.
By order of the Board.
Shatish Dasani
Chair of the Audit Committee
10 March 2026
Audit Committee Report continued
Governance
136
Directors’ Report
Statutory and other information
Introduction
The Directors present their Annual Report
and Accounts for the year ended 31
December 2025. In accordance with
the Companies Act 2006 as amended,
and the Listing Rules and the Disclosure
Guidance and Transparency Rules, the
Reports within the Governance section
of the Annual Report and Accounts
should be read in conjunction with one
another, and with the Strategic Report.
As permitted by legislation, some of
the matters normally included in the
Directors’ Report have instead been
included in the Strategic Report (pages 2
to 94), as the Board considers
them to be of strategic importance.
The Company
Genuit Group plc is a public company limited by shares,
incorporated in England and Wales, with registered number
06059130. Since 16 April 2014, the Company has been listed
on the London Stock Exchange. While the Group operates
predominantly in the UK, it does have operations in Ireland,
Italy, the Netherlands and the Middle East.
Strategic Report
The Companies Act 2006 requires the Company to present
a fair review of the development and performance of the
Group’s business during the financial year and the position
of the business at the end of that year. This review is
contained within the Strategic Report on pages 2 to 94.
The principal activities of the Group are described in the
Strategic Report on pages 16 to 75.
Financial risk management
The Group’s financial risk management objectives and
policies, including information on financial risks that
materially impact the Group and financial instruments used
by the Group
(
if any
)
, are disclosed in Note 29 to the Group’s
consolidated financial statements on pages 210 to 212.
Viability Statement
In accordance with Provision 31 of the Code, the Directors
have assessed the prospects of the Group over a longer
period than that required by the ‘going concern’ provision.
The Board has determined that a three-year period to
31 December 2028 is the most appropriate period of
assessment. Whilst the Board has no reason to believe the
Group will not remain viable over a longer period and the
Group produced a five-year plan during the year, three years
has been chosen, as this is considered the period over which
it has reasonable visibility of the market and industry
characteristics to be able to develop reasonable forecasting
assumptions and perform a realistic viability assessment.
The Board carried out a robust assessment of the principal
risks facing the Group, including those that would threaten
its business model, future performance, solvency, or liquidity.
In performing scenario analysis, the Directors have assumed
the Group’s banking facilities and Sustainability-Linked
revolving credit facility agreement of £350.0m, with a £50.0m
uncommitted accordion facility, which expires in August 2028
will continue to be available. Within the base case scenario,
the Directors have assumed that the Group’s volumes will
move in line with industry forecasts and inflationary pricing.
The Directors believe that the Group is well placed to manage
its business risks successfully, having considered the current
economic outlook. In their assessment of the viability of the
Group, the Directors have considered three scenarios, each
considering the impact of one of the Group’s principal risks
and uncertainties, detailed on pages 87 to 94 of the Strategic
Report. In addition, the Directors have considered a combined
scenario which reflects the impact of multiple risks, as well as
three scenarios relating to other risks not included within our
principal risks.
The most severe scenario considers the impact of both a
recession, with a similar impact to that of the 2007 to 2010
Global Financial Crisis, a delay in recovering increases in
raw material costs of 25% from customers, and an increase
in raw materials to lower-carbon alternatives and the
associated supply chain and taxes. Even under these
scenarios, the Group would not be required to pursue any
of its available mitigating actions in order to avoid a breach
of covenants or exhaust available liquidity. Notwithstanding
the Directors’ expectation that they would not need to
pursue mitigating actions, they have identified the reduction
of capital expenditure and dividend payments as the two
most significant mitigations. The Board included this in its
assessment of the viability of the Group.
The Directors have considered the potential impact of
climate change on the viability assessment, particularly in
the context of the risks and opportunities identified in the
Task Force on Climate-Related Financial Disclosures Report
on pages 46 to 58 of the Strategic Report. The Directors do
not currently expect any material short or medium-term
impacts under the scenarios modelled that could not be
mitigated, and climate change presents a number of
opportunities for the Group which are built into the Group’s
strategy. The risks over the longer term are more uncertain
and the Directors will continue to assess these risks against
key areas of judgement and estimations within the Group’s
Annual Report.
137
Governance
Accordingly, the Board believes that, considering the Group’s
current position, and subject to the principal risks faced by
the business, the Group will be able to continue in operation
and to meet its liabilities as they fall due for the period up to
31 December 2028, being the three-year period considered.
Going concern statement
The Directors have made enquiries into the adequacy of
the Group’s financial resources, through a review of the
Group’s budget and medium-term financial plan, including
cash flow forecasts. The Group has modelled a range of
scenarios, with the base forecast being one in which, over
the 22 months ending 31 December 2027, sales volumes
grow in line with or moderately above external construction
industry forecasts. In addition, the Directors have considered
several downside scenarios, including adjustments to the
base forecast, a period of significantly lower like-for-like
sales, profitability and cash flows. Consistent with our
principal risks and uncertainties, these downside scenarios
included, but were not limited to, loss of production, loss of
a major customer, product failure, recession, increases in
interest rates and increases in raw material prices. Downside
scenarios also included a combination of these risks and
reverse stress testing. The Directors have considered the
impact of climate-related matters on the going concern
assessment, and they are not expected to have a significant
impact on the Group’s going concern.
At 31 December 2025, the Group had available £175.0m of
undrawn committed borrowing facilities in respect of which
all conditions precedent had been met. These borrowing
facilities are available until at least August 2028, subject to
covenant headroom. The Directors are satisfied that the
Group has sufficient liquidity and covenant headroom to
withstand reasonable variances to the base forecast, as
well as the downside scenarios. In addition, the Directors
have noted the range of possible additional liquidity
options available to the Group, should they be required.
As a result, the Directors have satisfied themselves that
the Group has adequate financial resources to continue
in operational existence for a period to 31 December 2027.
Accordingly, they continue to adopt the going concern
basis in preparing the consolidated financial statements.
Directors
The current Directors’ biographies are set out on pages 100
and 101. In accordance with the Code, each Director will retire
annually and put themselves forward for election or re-
election at each AGM of the Company.
Appointment and replacement of Directors
The rules about the appointment and replacement of
Directors are contained in our Articles of Association
(
the
Articles
)
. They provide that Directors may be appointed by
ordinary resolution of the members or by a resolution of
the Directors.
Directors must retire and put themselves forward for election
at the first AGM following their appointment and every third
anniversary thereafter. However, the Directors wishing to
continue to serve as members of the Board will seek re-
election annually, in accordance with the Code.
Details of the Non-Executive Directors’ letters of appointment
are given on page 121 under ‘Appointment and tenure’.
The Executive Directors have service contracts, under
which 12 months’ notice is required by both the Company
and the Executive Director.
Powers of Directors
The general powers of the Directors set out in Article 104 of
the Articles provide that the business of the Company shall
be managed by the Board, which may exercise all the
powers of the Company, subject to any limitations imposed
by applicable legislation or the Articles.
The general powers of the Directors are also limited by any
directions given by special resolution of the shareholders
of the Company that are applicable on the date that
any power is exercised.
Compensation for loss of office
The Company does not have arrangements with any
Director that would provide compensation for loss of office
or employment resulting from a takeover, except that
provisions of the Company’s share plans may cause options
and awards granted under such plans to vest on a takeover.
Further information is provided in the Directors’ Remuneration
Report from page 143.
Directors’ indemnity arrangements
Directors and officers of the Company are entitled to be
indemnified out of the assets of the Company in respect
of any liability incurred in relation to the Company or any
associate Company, to the extent the law allows. In this
regard, the Company is required to disclose that, under
Article 224 of the Articles, the Directors have the benefit of
an indemnity, to the extent permitted by the Companies
Act 2006, against liabilities incurred by them in the execution
of their duties and exercise of their powers.
This indemnity has been in place since the Company’s listing
in 2014 and remains in place. The Company has purchased
and maintained throughout the financial period Directors’
and Officers’ liability insurance.
Share capital
As at 31 December 2025, the share capital of the Company
was 250,884,071 ordinary shares of £0.001 each, of which
375 ordinary shares were held in treasury. Details of the
Company’s share capital are disclosed in Note 24 to the
Group’s consolidated financial statements on page 204.
As at 10 March 2026, the share capital of the Company was
251,742,528 ordinary shares of £0.001 each, of which 375
ordinary shares were held in treasury.
Authority of the Directors to allot shares
The Company passed a resolution at the AGM, held on
19 May 2025, authorising the Directors to allot ordinary
shares up to an aggregate nominal amount of £166,113.24
(
representing approximately two thirds of the ordinary share
capital
)
. This authority will expire at the Company’s 2026
AGM and the Directors will be seeking a new authority to
allot shares, to ensure that the Directors continue to have
the flexibility to act in the best interests of shareholders,
when opportunities arise, by issuing new shares. There are
no current plans to issue new shares, except in connection
with employee share schemes.
Directors’ Report continued
138
Governance
Issue of shares
A special resolution was passed at the AGM, held on 19 May
2025, granting the Directors the authority to issue shares on a
non-pre-emptive basis up to an aggregate nominal amount
of £24,916.99
(
representing 24,916,987 ordinary shares or
approximately 10% of the ordinary share capital
)
. A special
resolution was also passed granting the Directors the authority
to issue shares on a non-pre-emptive basis in respect of an
additional 10% of the ordinary share capital in connection
with an acquisition or specified capital investment.
These authorities will expire at the Company’s 2026 AGM.
The Directors will, therefore, be seeking a new authority to
issue shares for cash on a non-pre-emptive basis and will
also propose to seek authority to issue non pre-emptive
share capital of the Company in accordance with the
updated Pre-Emption Group’s Statement of Principles 2022
on Disapplying Pre-Emption Rights, this being no more than
24% in total. The Directors will also seek authority to issue
non-pre-emptively for cash shares for approximately 10%
of the ordinary share capital for use only in connection with
an acquisition or specified capital investment, and a further
authority of no more than 2%, to be used only for the
purposes of making a ‘follow on offer’, as set out in the
Pre-Emption Group guidance.
Purchase of own shares by the Company
A special resolution was passed at the AGM held on 19 May
2025 granting the Directors the authority to make market
purchases of up to 37,350,563.81 ordinary shares with a total
nominal value of £37,350.56, representing approximately
14.99% of the Company’s issued ordinary share capital.
The authority to make market purchases will expire at the
Company’s 2026 AGM and the Directors will be seeking a
new authority to make market purchases up to 14.99% of the
Company’s issued ordinary share capital, which will only be
exercised if the market and financial conditions make it
advantageous to do so. Further details are set out in the
explanatory notes of the notice convening the AGM.
Rights attaching to shares
The rights attaching to the ordinary shares are summarised as:
– the ordinary shares rank equally for voting purposes;
– on a show of hands, each shareholder has one vote, and
on a poll, each shareholder has one vote per ordinary
share held;
– each ordinary share ranks equally for any dividend
declared;
– each ordinary share ranks equally for any distributions
made on a winding-up of the Company;
– each ordinary share ranks equally in the right to receive a
relative proportion of shares in the event of a capitalisation
of reserves;
– the ordinary shares are freely transferable; and
– no ordinary shares carry any special rights with regard
to control of the Company and there are no restrictions
on voting rights.
Substantial shareholders
As at 31 December 2025 and 10 March 2026, the Company
was aware of the interests in voting rights representing 3% or
more of the issued ordinary share capital of the Company
set out below. This information was correct at the date of
notification. It should be noted that these holdings may have
changed since they were notified to the Company. However,
notification of any change is not required until the next
applicable threshold is crossed.
As at 10 March 2026
As at 31 December 2025
Name of shareholder
Ordinary
shares
%
Voting Rights
Ordinary
shares
%
Voting Rights
Impax Asset Mgt
(
London
)
15,709,754
6.24
15,756,456
6.28
Aviva Investors
(
London
)
14,684,032
5.83
7,340,111
2.93
Wellington Mgt Company
(
Boston
)
14,635,208
5.81
6,170,045
2.46
M&G Investments
(
London
)
12,533,302
4.98
12,914,417
5.15
Vanguard Group
(
Philadelphia
)
10,076,356
4.00
10,043,203
4.00
Lansdowne Partners
(
London
)
10,006,972
3.98
10,071,943
4.01
FIL Investment International
(
London
)
8,911,917
3.54
11,161,917
4.45
BlackRock Investment Mgt
(
London
)
7,447,884
2.96
7,564,605
3.02
AEGON Asset Mgt
(
Edinburgh
)
7,039,172
2.80
9,513,645
3.79
aberdeen
(
London
)
4,511,015
1.79
7,587,025
3.02
139
Governance
Amendment to the Company’s Articles
The Company may alter its Articles by special resolution,
passed at a general meeting of the Company. A resolution
to amend the Articles was voted on and passed by
shareholders at the 2020 AGM.
Political donations
The Group made no political donations during the year.
Greenhouse gas emissions
Information on the Group’s greenhouse gas emissions is set
out in the Strategic Report on pages 39 to 43, and forms part
of this Report by reference.
Principal risks and uncertainties
The Board has carried out a robust assessment of our
current key risks and these are summarised in the Principal
Risks and Uncertainties section of the Strategic Report on
pages 87 to 94.
Results and dividends
An interim dividend of 4.2 pence per share was paid on
1 October 2025. The Board recommends a final 2025 dividend
of 8.7 pence per share.
Shareholders will be asked to approve the final dividend at
the AGM, for payment on 3 June 2026 to shareholders whose
names appear on the register on 1 May 2026. Total ordinary
dividends paid and proposed for the year amount to 12.9
pence per share or a total return to shareholders of £32.2m.
Auditor
A resolution to re-appoint Ernst & Young LLP as the Company’s
external auditor and to authorise the Directors to fix the
auditor’s remuneration will be proposed at the 2026 AGM.
Directors’ statement of disclosure
of information to auditor
Each of the Directors has confirmed that as at the date
of this Report:
– so far as each Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware;
and
– the Directors have taken all reasonable steps that they
ought to have taken as Directors, in order to make
themselves aware of any relevant audit information and
to establish that the Company’s auditor is aware of that
information. This confirmation is given and should be
interpreted in accordance with the provisions of Section
418 of the Companies Act 2006.
Requirements of the Listing Rules
Apart from the details of any long-term incentive scheme
as required by Listing Rule 9.3.3.
(
R
)
, which is disclosed in
the Directors’ Remuneration Report on pages 143 to 168,
disclosure of the information listed in Listing Rule 6.6.1
(
R
)
is
not applicable.
Annual General Meeting
The 2026 AGM is scheduled to be held on 22 May 2026.
A full description of the business to be conducted at the
meeting is set out in the separate notice of AGM.
By order of the Board.
Emma Versluys
Company Secretary
10 March 2026
Directors’ Report continued
140
Governance
The Directors are responsible for
preparing the Annual Report and
the Group’s consolidated financial
statements in accordance with
applicable United Kingdom law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the Group’s consolidated
financial statements in accordance with UK-Adopted
International Accounting Standards
(
IFRSs
)
.
Under company law the Directors must not approve the
Group’s consolidated financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group
for that period. In preparing the Group’s consolidated
financial statements the Directors are required to:
– select suitable accounting policies in accordance with IAS
8 Accounting Policies, Changes in Accounting Estimates
and Errors and then apply them consistently;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– make judgements and accounting estimates that are
reasonable and prudent;
– provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the Group’s financial position
and financial performance;
– state whether IFRSs have been followed, subject to any
material departures disclosed and explained in the
Group’s consolidated financial statements; and
– prepare the Group’s consolidated financial statements
on the going concern basis unless it is appropriate to
presume that the Group will not continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group
and enable them to ensure that the Group’s consolidated
financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Section 172 Statement, Remuneration Report and
Corporate Governance Statement that comply with that law
and those regulations. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company’s website.
Directors’ responsibility statement
The Directors confirm, to the best of their knowledge:
– the Group’s consolidated financial statements, prepared
in accordance with UK-Adopted International Accounting
Standards give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and
undertakings included in the consolidation taken as a
whole;
– the Annual Report and Accounts, including the Strategic
Report, includes a fair review of the development and
performance of the business and the position of the
Company and undertakings included in the consolidation
taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
– they 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, performance, business
model and strategy.
By order of the Board.
Joe Vorih
Chief Executive Officer
Tim Pullen
Chief Financial Officer
10 March 2026
Directors’ Responsibilities Statement
141
Governance
143
Letter from the Chair
of the Remuneration Committee
146
Remuneration at a glance
147
Remuneration Policy
157
Annual Report on Remuneration
Remuneration
Remuneration
142
Letter from the Chair of the Remuneration Committee
Kevin Boyd
Non-Executive
Chair
Bronagh
Kennedy
Non-Executive
Director
Shatish
Dasani
Non-Executive
Director
Lisa Scenna
Chair of the
Remuneration
Committee
2025 key achievements
During the year, we reviewed the updated 2024
UK Corporate Governance Code and the
implementation of changes to remuneration
and governance practices as required,
integrated two acquisitions, and conducted
shareholder consultation around the revised
elements of the Directors’ remuneration.
We also completed the overall harmonisation
of pay structures across the Group.
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report
(
the Report
)
for the year ended 31 December 2025.
The Report is split into two sections, in line with legislative
reporting regulations:
- The Remuneration Policy
(
the Policy
)
contains details of the
various components of the Policy, which was approved by
shareholders at our 2024 Annual General Meeting
(
AGM
)
and
had effect from that date.
- The Annual Report on Remuneration contains details of
the remuneration received by Directors in 2025 and also
contains full details of how we intend to implement the Policy
during 2026. The Annual Report on Remuneration will be
subject to an advisory vote at the 2026 AGM. Further details
are set out on pages 157 to 168.
This Directors’ Remuneration Report is compliant with
Schedule 8 of The Large and Medium-sized Companies
and Groups
(
Accounts and Reports
)
Regulations 2013
(
and
subsequent amendments
)
, the UK Listing Authority Listing
Rules and the Companies Act 2006, and has been
prepared on a ‘comply or explain’ basis with regard to
the remuneration provisions included in the 2024 UK
Corporate Governance Code
(
the Code
)
. The Committee
discussed the changes to the Code, as regards
remuneration, during the year, and confirms compliance
with the Code for the year ended 31 December 2025.
Further detail is set out later in this report.
Aligning remuneration with Company strategy
Our Policy and remuneration practices are designed to
support the achievement of our strategic goals and
priorities, and to promote long-term sustainable success
by rewarding Directors and senior management in line
with underlying Group performance, whilst encouraging
leadership behaviour which carries an appropriate level
of risk. This is achieved by an annual bonus arrangement,
which is linked to achieving financial and non-financial
targets. These include targets aligned with our stated
strategic goals, as well as a long-term incentive plan,
which rewards for shareholder value creation, the delivery
of long-term earnings growth and the achievement of
progress against the Company’s sustainability targets.
Executive remuneration in 2025
Despite challenging market conditions, we delivered a resilient
performance during the year, making targeted market share
gains and expanding our portfolio through acquisitions.
We achieved an underlying operating profit of £94.4m and
underlying basic earnings per share
(
EPS
)
increased by 5.7% to
26.0 pence. Further details are set out in the Chief Executive
Officer’s
(
CEO
)
Review and Chief Financial Officer’s
(
CFO
)
Report
on pages 10 to 15 and 26 to 31, respectively.
In addition, we exceeded the maximum operating cash flow
conversion target set at the start of the year and performed
within the range of our EBIT target, as well as making good
strategic progress through the year. We also operated with a
robust health and safety record during the year. As a result, the
Committee determined that, in respect of 2025 performance,
Joe Vorih and Tim Pullen each earned a bonus of 38.8% of the
maximum potential annual bonus based on performance
against the targets originally set. Our Executive Directors
demonstrated robust and effective leadership in challenging
market conditions, continuing to drive sustainable long-term
value for our shareholders and other stakeholders. Given this,
the Committee believes that the bonus outcome is appropriate
and in line with our desire to foster a high-performance culture
and reward accordingly. In accordance with the Policy, one
third of this bonus will be deferred into shares, half of which will
vest two years from grant, and the remainder of which will vest
three years from grant.
The same approach was used to determine the annual
bonus outcome across the Group. The Committee is
comfortable that the formulaic outcome of the bonus
reflects the wider performance of the Group and, therefore,
no adjustments to the payouts are required.
With regard to performance over the longer term, the 2023
Long-Term Incentive Plan
(
LTIP
)
Awards were eligible to vest to
the extent that earnings per share
(
EPS
)
growth, relative Total
Shareholder Return
(
TSR
)
targets and sustainability targets were
Britta Giesen
Non-Executive
Director
“Our Policy and remunerati
practices are designed to support
the aievement of our strategic
goals and priorities.”
2026 areas of focus
We will review and amend the Long-Term incentive
Plan
(
LTIP
)
performance measures for awards from
2026 and finalise the relevant targets, in addition to the
finalisation of targets for the 2026 annual bonus plan.
We will also review the performance outcomes for 2025
annual bonus and 2023 LTIP awards. We will also give
consideration to Directors’ remuneration and our
ancillary policies and practices.
Remuneration
143
met over the three years ended 31 December 2025. Due to the
challenging market over the last few years, neither the EPS nor
the TSR element will vest. As a result of the sustainability targets
for both recycled materials and carbon emissions not being
met, neither of these elements will vest. However, as The 5%
Club target has been exceeded, this element will vest. As a
result, the award will vest in April 2026 at 8.33% of the maximum.
Further details on the outcome of the targets as part of this
award can be found on page 163 of this Report.
The Committee is comfortable that the current Policy
operated as intended during the year, with remuneration
outcomes considered proportionate to the performance
delivered and the wider stakeholder experience. As a result, no
discretion has been used in relation to incentive outcomes.
2025 LTIP awards
In April 2025, the Committee approved the grant of LTIP
awards to the Executive Directors and other senior
management. Award levels were 150% of annual salary for
Joe Vorih and Tim Pullen. The performance measures that
were applied to the 2025 LTIP awards were underlying diluted
earnings per share
(
50%
)
, operating cash conversion
(
25%
)
,
and sustainability targets
(
25%
)
. Once vesting is determined,
based on performance against these metrics, a TSR modifier
will be applied, adjusting the final vesting outcome based on
TSR performance, relative against FTSE 250 Industrials. This
modifier can increase or decrease total vesting by up to 33%.
As a result, the total LTIP opportunity is capped at 200% of
salary. This aligns the performance metrics with our strategy
and overall focus on creating long-term sustainable returns
for our shareholders. A summary of the 2024 Policy review
process and the Committee’s conclusions are set out on
pages 118 to 119 of the 2023 Annual Report and Accounts.
In line with best practice, the Committee, in operating the
Policy, will retain the ability to adjust remuneration outcomes
so that payments appropriately recognise the employee
and wider stakeholder experience during the relevant
performance periods. The Committee also retains the ability
to adjust vesting for any perceived windfall gains.
Committee evaluation
During the year, the Board undertook an external evaluation
of its performance, and the activities of the Committee were
reviewed as part of this process. The results of this evaluation
highlighted that the Committee is operating effectively,
promoting debate and challenge on key issues and
moderated well by the Committee Chair. It demonstrated
that the Committee continued to operate in alignment with
its Terms of Reference and that the Committee was well
supported by its external advisors.
Further details of the evaluation process can be found in the
Corporate Governance Report on page 115.
Key remuneration decisions for 2026
The proposed implementation of the Policy for our Executive
Directors for 2026 is outlined on pages 157 to 160. Key
decisions made by the Committee in relation to 2026
include:
– As disclosed in the 2024 Directors’ Remuneration Report, the
Committee determined that it was appropriate to review
the market positioning of the CFO prior to the 2026 salary
review process. By way of background, Tim Pullen joined the
Company in November 2023 on an equivalent salary to that
in his previous role as CFO of IQE plc, which was an AIM
quoted company with a valuation of c.£100m at his time of
leaving. Following two strong years of performance as the
Company’s CFO
(
the Company’s market capitalisation at
31 December 2025 was £880m
)
, it was considered
appropriate to review his salary in light of the rates of pay
that operate for companies of equivalent size and
complexity to Genuit, and to ensure that salaries were set
with appropriate relativities between roles within the Group.
The conclusion of this review was that his salary
(
currently
£394,439, following two workforce-related increases since
joining
)
was at the low end of the market range and so
should be adjusted to better reflect his performance and
experience gained in post. As a result, the Committee
increased his salary to £440,000, an increase of 11.6%. This
moves him in line with the typical rates of pay within our
industrials comparator set and similar-sized FTSE 250
companies more generally, with the median FTSE 250 CFO
base salary being £448,000, based on 2024 annual reports
and accounts. The increase also results in more market
consistent relativities across the senior executive team
within the Group. The Committee is comfortable awarding
this increase, given the need to retain and motivate a
high-calibre CFO, and noting that, after allowing for the 2026
Group-wide salary budget of 3.0%, the market-related CFO
increase is limited to 8.6%
(
i.e. the increase is not excessive in
one step
)
. The Committee does not anticipate further above
workforce-related increases unless there is a material
change to the size and complexity of the Group.
– Approval of an average salary increase of 3.0% for the
wider workforce, with the CEO also receiving a 3.0%
increase, ensuring alignment across the Group.
– The maximum bonus opportunity in 2026 will be 150% of
salary for Joe Vorih and 125% of salary for Tim Pullen. During
the year, the Committee reviewed the performance
measures for the annual bonus. It was agreed that the
previous cash conversion target would be replaced by a
working capital measure and reduced to a 10% weighting
(
compared with 15% in 2025
)
. It was also agreed that the
strategic objectives element would be increased to 25%
(
compared with 20% in 2025
)
. The weighting on EBIT and EBIT
margin will remain at 65%. This continues to align the annual
bonus with the in-year objectives that have been set to
contribute towards the longer-term delivery of sustainable
shareholder value. In addition, a health and safety and a
compliance override will continue to operate, in relation to
which the Committee will have discretion to reduce any
annual bonus payable, in the event that certain
circumstances arise.
– An amendment to the LTIP performance conditions for
awards from 2026 onwards, whereby TSR will be removed
as a modifier and instead included as one of the
performance conditions, consistent with the approach
prior to 2024. We wish to retain a clear focus in the LTIP on
driving results for our shareholders but, given continuing
uncertainty in our sector and the limitations of our peer
group, with the constituents, including general FTSE 250
industrial companies in different parts of the value chain,
we consider the TSR modifier structure to have the
potential to both under or over reward participants in
equal measure, depending on how the market moves over
the next two to three years. As a result, we consider it
appropriate to remove this feature. This change will also
simplify the incentive structure, which was also a key driver
of the change and is expected to be well received by
participants in the plan.
– The quantum of awards to be granted to Executive
Directors in 2026 will be 200% of salary, so that there is no
reduction to the maximum quantum of awards vis-à-vis
the awards granted in 2024 and 2025. However, mindful of
the downside risk included in the TSR modifier that is being
replaced, part of the 2026 award will be subject to extra-
stretching EPS performance targets that go beyond the EPS
range we have previously operated within. This will ensure
that the net impact of the change is not to materially
increase the expected payout from our long-term
incentive awards. As a result, the performance metrics for
2026 will be underlying diluted EPS
(
80% of the award
)
, with
half of this part of the award subject to a ‘standard’ EPS
growth target range and half subject to an ‘additional
stretch’ target range which will only start to pay out once
Letter from the Chair of the Remuneration Committee continued
Remuneration
144
the ‘standard’ targets have been exceeded, three-year
average cash conversion
(
40% of the award
)
, relative TSR
(
40% of the awards
)
and emissions reduction targets
(
40%
of the award
)
. Other than for the ‘additional stretch’ EPS
targets, achievement of the threshold performance target
will continue to trigger 25% of each element vesting, rising
to 100% for achieving the maximum target or better. The
‘additional stretch’ target requires performance above
the ‘standard’ EPS targets for any further vesting.
– The Committee intends to undertake a final review of the
range of targets to apply to the 2026 LTIP awards prior to
grant, to ensure that any changes to the external
environment can be taken into account. The current intention
is that the ‘standard’ underlying diluted EPS for FY 2028 will
need to be least 5% per annum growth from FY 2025 EPS for
threshold vesting to take place, with maximum vesting
requiring 2028 EPS to be at least 10% per annum growth from
FY 2025 EPS. The ‘additional stretch’ targets will require EPS
growth of at least 10% per annum for any additional vesting,
rising to 15% per annum for maximum vesting under this
target. The current intention in relation to cash conversion is
that a threshold of 90% and a maximum target of 95% will
operate, calculated on an underlying basis and defined as
the sum of operating cash flow, excluding non-underlying
items and capital expenditure and payment of lease
liabilities in 2026, 2027 and 2028 relative to EBITDA over the
same three-year period. The target ranges for the EPS and
cash conversion have been set to be suitably challenging in
light of internal business plans, consensus analyst estimates,
and the challenging market conditions. The quantum of the
awards and revised structure were also key factors
considered when setting the financial targets.
– The relative TSR target will require the Company to be
ranked median or better against a bespoke comparator
group of c.40 FTSE 250 industrial companies
(
being those
classified as industrial companies, plus housebuilders and
retail building materials companies
)
over the three-year
period to the end of 2028. Relative performance at median
will result in threshold vesting increasing to maximum
vesting for upper quartile or better relative performance.
– The sustainability target is set to be similarly challenging to
the EPS, cash conversion and TSR targets. The target has
been updated versus the sustainability targets set for the
2025 award, to better reflect our current priorities. The metric
that will operate relates to the proportion of our sales
revenues that are subject to product life cycle analysis
(
LCA
)
.
The target will measure the percentage of sales revenue
(
excluding third party manufacture, installation and labour
services and any other non-product revenue
)
that is
covered by product life cycle assessments
(
EPD, TM65 or
equivalent LCA
)
. These analyses are customer led
assessments that enable the carbon impact of projects
through their life cycle to be assessed and are core to
differentiating our low-carbon offering versus competitor
companies, which aligns with our sustainability credentials.
Lower-carbon emissions in customer construction will
enable customers to reduce their own carbon emissions at
the same time as supporting the Group to achieve lower
carbon emissions. As a result, delivering improvements in
the proportion of revenue with LCA undertaken is a key
medium-term objective as set out in our Sustainability
Report on page 36. It is also a key driver of expected future
revenue growth supporting the choice of using Genuit as
part of a carbon-efficient construction proposition. It is in
this context that the target has been set. Threshold vesting
will require at least 65% of our revenue to have been subject
to LCA, increasing to 75% for maximum vesting. The 2025
baseline from which performance will be measured is 57%
and so the target is considered appropriately stretching for
the next three-year period. The Committee is comfortable
with the revised target for the 2026 award, given it is well
structured and challenging with respect to our current
baseline and strategic priorities.
The Committee believes that this balanced combination of
short-term and long-term metrics will provide a fair and
comprehensive assessment of Company performance.
Context of Director pay within the Company
The Committee believes that employees play a key role in
contextualising remuneration decisions. Committee
members receive feedback directly or as part of Board
meetings, and the Committee regularly monitors and reviews
the application and effectiveness of its remuneration and
reward policy and its compatibility with remuneration policies
for the wider workforce. To do this, the Group Reward Director
provides the Committee with an annual update on
Group-wide pay and benefits arrangements, along with
the proposed approach to forthcoming pay reviews. The
Committee then considers the Executive Directors’ pay in
the context of these arrangements. The Committee also
reviews the analysis of the overall gender pay gap and the
equity of role-based pay within the Company. The Board
and the Committee were satisfied that appropriate actions
were being taken and will continue to monitor the situation
going forward.
As required by legislation, we have included pay ratios
between the CEO and our wider workforce, using
remuneration earned in 2025. As part of its discussions on
this issue, the Committee noted that the ratio was consistent
with the scope and responsibilities of the different roles
undertaken by the individuals included in the analysis, and
that the ratios were within the range disclosed by other FTSE
250 companies to date. Bronagh Kennedy is the Company’s
appointed Non-Executive Director with responsibility for
employee engagement, which includes, where appropriate,
engagement with employees on how executive
remuneration aligns with wider Group pay policies. As well as
receiving feedback on remuneration-related matters via the
employee engagement route, we have also been working on
enhancing employees’ understanding of the Committee’s
role and encouraging employee engagement specifically
on remuneration-related matters.
It was not considered necessary to make any changes to
the current remuneration structures beyond the planned
changes referred to above. Further detail on the employee
engagement Non-Executive Director role is set out in the
Governance Report on pages 107 and 108.
Shareholder engagement
The Committee engages with its largest shareholders on
Executive Director pay matters on a regular basis. As a result
of the changes set out above on the implementation of the
Policy in 2026, the Committee engaged with shareholders
totalling c.35% of the shareholder register and the leading
shareholder advisory bodies. The Committee was grateful to
receive feedback from the majority of those consulted and,
based on the supportive feedback received, was comfortable
in implementing the changes set out above. The above
engagement was further to the engagement we undertook
ahead of our 2024 AGM on our Remuneration Policy renewal,
for which we received over 96% support. On behalf of the
Committee, we were grateful for the constructive feedback
we received, and I am always happy to make myself available
to shareholders to discuss any concerns or feedback they
may have.
I hope you will find this Report to be clear and helpful in
understanding our remuneration practices and that you will
be supportive of the resolutions relating to remuneration at
the AGM.
Lisa Scenna
Chair of the Remuneration Committee
10 March 2026
Remuneration
145
Executive Director remuneration for 2025
(
£’000
)
Joe Vorih
Tim Pullen
Base salary
Benefits
Pension
Annual bonus
LTIP
Other
Total
Base salary
Benefits
Pension
Annual bonus
LTIP
Other
Total
2025 Total Remuneration
615
67
31
358
90
26
1,187
394
28
20
191
-
-
633
Full details are disclosed on page 161.
Fixed Pay
Executive Directors
Base salary
To appropriately recognise skills, experience and
responsibilities and attract and retain talent by
ensuring salaries are market competitive.
Pensions
To provide market-competitive retirement benefits.
Benefits
To provide market-competitive benefits
as part of a competitive package to assist
with recruitment and retention.
Salary
+3.0% CEO +11.6% CFO
increases for Executive Directors for 2026
(
average workforce increase +3.0%
)
Element timeline
(
years
)
1
2
3
4
5
Base
salary
Benefits
No change
Pension
5% of salary
Variable Pay
Joe Vorih
Tim Pullen
Annual Bonus
To link reward to key financial and operational
targets for the forthcoming year.
Additional alignment with shareholders’ interests
through the operation of bonus deferral.
150%
of salary
125%
of salary
Element timeline
(
years
)
1
2
3
4
5
Two
thirds
cash
– Subject to underlying EBIT, EBIT margin, working
capital and strategic objectives
– 33% deferred into shares. Half the shares vest two
years from grant, and half three years from grant
One third deferred
into shares for
two/three years
Long-Term Incentive Plan
(
LTIP
)
To link reward to key strategic and business targets
for the longer term and to align Executive Directors’
interests with shareholders’ interests.
200%
of salary
200%
of salary
Element timeline
(
years
)
1
2
3
4
5
Performance period
Post-vesting
holding period
Share Ownership
200% of salary in employment share ownership
guideline and a post-employment requirement to
retain the lower of the shares held at cessation of
employment and 200% of salary for two years.
Additional alignment with shareholders’ interests
through the operation of bonus deferral.
– Awards subject to underlying diluted EPS, cash
conversion, relative TSR and sustainability
performance measures
– Two year post-vesting holding period applies
Incentive Performance Snapshot for 2025
Annual Bonus
Performance measures
Achievement
of that element
Underlying EBIT
25.8%
EBIT margin
0
%
Operating cash flow conversion
100
%
Strategic objectives
67.5%
Overall out-turn
38.8%
Long-Term Incentive Plan
Performance measures
Achievement
of that element
Below-median TSR performance relative
to comparator group
0%
Underlying Diluted Earnings per Share
(
EPS
)
0%
Sustainability targets:
Carbon reduction
0%
Use of recycled polymers
0%
The 5% Club
8.33%
Overall vesting
8.33%
AGM
The Annual Report on Remuneration will be subject
to an advisory shareholder vote at our AGM, scheduled
to be held on
22 May 2026
.
Remuneration at a glance
Remuneration
146
Remuneration Policy
This part of the Report sets out a summary of the Directors’ Remuneration Policy (the Policy)
The Company’s current Policy was approved by shareholders at the 2024 AGM, following consultation with shareholders and the shareholder advisory bodies. This part of the Report sets out
the Policy. Details of the changes to the previous policy can be found on page 124 of the 2023 Annual Report and Accounts. The Policy applied from the date of approval and it is intended that
it will apply for three years from approval; therefore, the next remuneration policy will be put to shareholders for approval in 2027. The information provided in this section of the Directors’
Remuneration Report is not subject to audit.
A summary of the Executive Directors’ Remuneration Policy
Fixed Pay
Base Salary
Purpose and link to strategy
To appropriately recognise skills, experience and responsibilities and attract and retain talent by ensuring salaries are market competitive.
Operation
Generally reviewed annually, with any increase normally taking effect from 1 January, although the Committee may award increases at other times of the year if it
considers it appropriate.
The review takes into consideration a number of factors, including (but not limited to):
– the individual Director’s role, experience and performance;
– business performance;
– market data for comparable roles in appropriate pay comparators; and
– pay and conditions elsewhere in the Group.
Maximum opportunity
No absolute maximum has been set for Executive Director base salaries. Current Executive Director salaries are set out in the Annual Report on
Remuneration section of this Remuneration Report.
Any annual increase in salaries is at the discretion of the Committee, taking into account the factors stated in this table and the following principles:
– salaries would typically be increased at a rate consistent with the average salary increase for UK employees.
– larger increases may be considered appropriate in certain circumstances
(
including, but not limited to, a change in an individual’s responsibilities or in
the scale of their role, or in the size and complexity of the Group
)
.
– larger increases may also be considered appropriate if a Director has been initially appointed to their position on the Board at a lower-than-typical salary.
Performance conditions and
provisions for recovery of
sums paid
1
No performance conditions.
Recovery and withholding provisions do not apply.
Remuneration
147
Benefits
Purpose and link to strategy
To provide market-competitive benefits as part of a competitive package to assist with recruitment and retention.
Operation
Benefits include a company car
(
or car allowance
)
, other allowances
(
e.g. support with tax filing and business travel
)
, income protection insurance, private family
medical insurance, permanent health insurance and life assurance of four times annual salary. The Committee has discretion to add to or remove benefits
provided to Executive Directors.
Executive Directors are entitled to reimbursement of reasonable expenses. Executive Directors also have the benefit of a qualifying third-party indemnity from the
Company, as well as Directors’ and Officers’ liability insurance.
Maximum opportunity
There is no overall maximum as the level of benefits depends on the annual cost of providing individual items in the relevant local market and the individual’s
specific role.
Performance conditions and
provisions for recovery of
sums paid
1
No performance conditions.
Recovery and withholding provisions do not apply.
Pension
Purpose and link to strategy
To provide market-competitive retirement benefits.
Operation
Current policy is for the Company to contribute to the Group Pension Plan, a personal pension scheme and/or provide a cash allowance in lieu of pension.
Maximum opportunity
Executive Directors receive a pension-related contribution in line with the average contribution available to the wider workforce (currently 5% of salary).
Performance conditions and
provisions for recovery of
sums paid
1
No performance conditions.
Recovery and withholding provisions do not apply.
Remuneration Policy continued
Remuneration
148
Variable Pay
Annual Bonus
2,3
Purpose and link to strategy
To link reward to key financial and operational targets for the forthcoming year.
Additional alignment with shareholders’ interests through the operation of bonus deferral.
Operation
The Executive Directors are participants in the annual bonus plan, which is reviewed annually to ensure that bonus opportunity, performance measures
and targets are appropriate and supportive of the business plan.
No more than two thirds of an Executive Director’s annual bonus is delivered in cash following the release of audited results, and the remaining amount
is deferred into an award over Company shares under the Deferred Share Bonus Plan.
Deferred awards are usually granted in the form of conditional share awards or nil-cost options
(
and may also be settled in cash
)
.
Deferred awards usually vest in two equal tranches two and three years from grant, although may vest early on leaving employment or on a change
of control
(
see later sections
)
.
An additional payment
(
in the form of cash or shares
)
may be made in respect of shares which vest under deferred awards to reflect the value of
dividends that would have been paid on those shares during the vesting period
(
this payment may assume that dividends had been reinvested in
Company shares on a cumulative basis
)
.
Maximum opportunity
The maximum award that can be made to an Executive Director under the annual bonus plan is 150% of salary for the Chief Executive Officer and 125% of salary
for other Executive Directors.
Performance conditions and
provisions for recovery of
sums paid
1
The bonus is normally based on performance assessed over one year using appropriate financial, strategic and operational performance measures.
The majority of the bonus will be determined by measures of Group financial performance. A sliding scale of targets is set for each Group financial measure,
with payout at no more than 25% for threshold financial performance, increasing to 100% for maximum performance.
The remainder of the bonus will be based on financial, strategic or operational measures appropriate to the individual Executive Director.
Details of the bonus measures operating each year will be included in the relevant Annual Report on Remuneration. The Remuneration Committee has discretion,
where it believes it to be appropriate, to override the formulaic outcome arising from the annual bonus plan. Any bonus payout is ultimately at the discretion of
the Committee.
Malus/clawback provisions apply. Cash bonuses will be subject to recovery, and/or deferred shares will be subject to withholding at the Committee’s discretion in
exceptional circumstances where, within three years of the bonus determination or before the vesting of each tranche of deferred shares, a material misstatement
or miscalculation comes to light which resulted in an overpayment under the annual bonus plan, or if evidence comes to light of material misconduct by an
individual, or a material health and safety breach or actions occurred that subsequently gave rise to serious reputational damage or insolvency. The Committee
considers the malus and clawback provisions set out above to be appropriate, considering the nature of the business and its business cycle. Provisions are in place
to ensure that malus and clawback can be operated effectively if required.
Remuneration
149
Long-Term Incentive Plan (LTIP)
3,4
Purpose and link to strategy
To link reward to key strategic and business targets for the longer term and to align Executive Directors’ interests with shareholders’ interests.
Operation
Awards are usually granted annually under the LTIP to selected senior executives.
Individual award levels and performance conditions on which vesting will be dependent are reviewed annually by the Committee. Awards may be granted as
conditional awards of shares, nil-cost options or, if appropriate, as cash-settled equivalents.
Awards normally vest or become exercisable at the end of a period of at least three years following grant, although may vest early on leaving employment or
on a change of control (see later sections). Awards to Executive Directors that vest are subject to a two-year holding period (other than in exceptional
circumstances such as death).
An additional payment (in the form of cash or shares) may be made in respect of shares which vest under LTIP awards to reflect the value of dividends that
would have been paid on those shares during the vesting period (this payment may assume that dividends had been reinvested in Company shares on a
cumulative basis).
Maximum opportunity
The normal maximum annual award permitted under the LTIP is shares with a market value (as determined by the Committee) of 200% of salary.
In exceptional circumstances, awards can be granted up to 250% of salary, with the intention being to provide greater flexibility in recruitment situations where there
is a need to buy out forfeited awards.
Each year, the Committee determines the actual award level for individual senior executives within these limits.
Performance conditions and
provisions for recovery of
sums paid
1
All LTIP awards granted to Executive Directors must be subject to a performance condition. Vesting of Executive Directors’ LTIP awards would be dependent on
measures which could include Group earnings, return on capital employed, cash conversion, total shareholder return and sustainability, with the precise
measures and weighting of the measures determined by the Committee ahead of each award.
Performance will usually be measured over a performance period of at least three years. For achieving a ‘threshold’ level of performance against a
performance measure, no more than 25% of the portion of the LTIP award determined by that measure will vest. Vesting then increases on a sliding scale to
100% for achieving a maximum performance target. Vesting outcomes may also be subject to a performance modifier, which may increase or reduce the
vesting outcome by up to one third. The maximum opportunities noted above are inclusive of the operation of any modifier.
The Remuneration Committee has discretion, where it believes it to be appropriate, to override the formulaic outcome arising from the LTIP. Malus and clawback
provisions apply. LTIP awards may be subject to withholding or recovery at the Committee’s discretion in exceptional circumstances where, before the later of
the vesting of an award and the second anniversary of the end of the performance period, a material misstatement or miscalculation comes to light, or
evidence comes to light that during that performance period there was material misconduct by an individual, or a material health and safety breach or actions
occurred that subsequently gave rise to serious reputational damage or insolvency. The Committee considers the malus and clawback provisions set out
above to be appropriate considering the nature of the business and its business cycle. Provisions are in place to ensure that malus and clawback can be
operated effectively if required.
Remuneration Policy continued
Remuneration
150
Sharesave Plan
3
Purpose and link to strategy
To create staff alignment with the Group and promote a sense of ownership.
Operation
UK tax-approved monthly savings scheme facilitating the purchase of shares through share options at a discounted exercise price by all eligible employees.
Executive Directors are eligible to participate on the same basis as other UK employees.
Maximum opportunity
Monthly savings limit of £500 (or such other limit as may be approved from time to time by HMRC) under all savings contracts held by an individual.
Performance conditions and
provisions for recovery of
sums paid
1
The Sharesave Plan is structured in accordance with HMRC requirements, so has no performance conditions but requires participants to make regular contributions
under a savings contract.
Recovery and withholding provisions do not apply.
Share Ownership Guidelines
Purpose and link to strategy
To create alignment between the long-term interests of Executive Directors and shareholders.
Operation
Executive Directors are required to build and maintain a shareholding as a percentage of salary in the form of shares in the Company.
Executive Directors are expected to achieve the shareholding requirement within five years of an individual becoming subject to the requirement.
Maximum opportunity
Any Executive Director in employment is expected to achieve a shareholding with a value of 200% of salary. Any Executive Director leaving the Company will be
expected to retain the lower of the shares held at cessation of employment and shares to the value of 200% of salary for a period of two years.
Performance conditions and
provisions for recovery of
sums paid
Not applicable.
Notes to table:
1. The Committee may amend or substitute any performance condition(s) if one or more events occur which cause it to
determine that an amended or substituted performance condition would be more appropriate, provided that any such
amended or substituted performance condition would not be materially less difficult to satisfy than the original
condition (in its opinion). The Committee may also adjust the calculation of performance targets and vesting outcomes
(for instance, for material acquisitions, disposals or investments and events not foreseen at the time the targets were
set) to ensure they remain a fair reflection of performance over the relevant period. In the event that the Committee was
to make an adjustment of this sort, a full explanation would be provided in the next Directors’ Remuneration Report.
2. Performance measures – annual bonus. The annual bonus measures are reviewed annually and chosen to focus
executive rewards on delivery of key financial targets for the forthcoming year as well as key strategic or operational
goals relevant to an individual. Specific targets for bonus measures are set at the start of each year by the Committee
based on a range of relevant reference points, including, for Group financial targets, the Group’s business plan, and are
designed to be appropriately stretching.
3. The Committee may: (a) in the event of a variation of the Company’s share capital, demerger, special dividend or
dividend in specie or any other corporate event which it reasonably determines justifies such an adjustment, adjust;
and (b) amend the terms of awards granted under the share schemes referred to above in accordance with the rules of
the relevant plans. Share awards may be settled by the issue of new shares or by the transfer of existing shares. In line
with prevailing best practice at the time this Remuneration Policy was approved, any issuance of new shares is limited
to 5% of share capital over a rolling ten-year period in relation to discretionary employee share schemes and 10% of
share capital over a rolling ten-year period in relation to all-employee share schemes.
4. Performance measures – LTIP. The LTIP performance measures will be chosen to provide alignment with our longer-term
strategy of growing the business in a sustainable manner that will be in the best interests of shareholders and other key
stakeholders in the Company. Use of earnings and cash conversion measures reward management for delivery of key
financial measures of Company success that should result in sustainable value creation. Use of a total shareholder
return measure aligns management’s interests with the interests of our shareholders. Use of sustainability measures
aligns management with the Company’s long-term commitment to building a sustainable operating business. Targets
are considered ahead of each grant of LTIP awards by the Committee, taking into account relevant external and
internal reference points, and are designed to be appropriately stretching.
Other notes:
– The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including
exercising any discretions available to it in connection with such payments), notwithstanding that they are not in line
with the Policy set out above where the terms of the payment were agreed: (i) before the Policy set out above came into
effect, provided that the terms of the payment were consistent with the shareholder-approved remuneration policy in
force at the time they were agreed; or (ii) at a time when the relevant individual was not a Director of the Company and,
in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the
Company. For these purposes, ‘payments’ includes the Committee satisfying awards of variable remuneration and, in
relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.
– The Committee may make minor amendments to the Policy for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation, without obtaining shareholder approval for that amendment.
– All historical awards that were granted under any current or previous share schemes operated by the Company and
remain outstanding remain eligible to vest based on their original award terms.
Remuneration
151
Non-Executive Director (NED) fees
Purpose and link to strategy
To appropriately recognise responsibilities, skills and experience by ensuring fees are market competitive.
Operation
NED fees comprise payment of an annual basic fee and additional fees for further Board responsibilities, such as:
– Senior Independent Director;
– Chair of Audit Committee;
– Chair of Remuneration Committee; and
– Employee Engagement Non-Executive Director.
The Chair of the Board receives an all-inclusive fee. No Non-Executive Director (NED) participates in the Group’s incentive arrangements or pension plan, or receives
any other benefits other than where travel to the Company’s registered office is recognised as a taxable benefit, in which case, a NED may receive the grossed-up
costs of travel as a benefit. NEDs are entitled to reimbursement of reasonable expenses.
Fees are reviewed annually.
NEDs also have the benefit of a qualifying third-party indemnity from the Company, as well as Directors’ and Officers’ liability insurance.
Maximum opportunity
Fees are set at an appropriate level that is market competitive and reflective of the responsibilities and time commitment associated with specific roles.
No absolute maximum has been set for individual NED fees. Current fee levels are set out in the Annual Report on Remuneration section of this Remuneration Report.
The Company’s Articles of Association provide that the total aggregate fees paid to the Chair and NEDs will not exceed £2,000,000 per annum.
Remuneration Policy continued
Remuneration
152
Illustrations of application of the Policy
The ‘Implementation of Remuneration Policy in 2026’ section of the Annual Report on
Remuneration on page 157 details how the Committee intends to implement the Policy
during 2026.
The chart below illustrates, in three assumed performance scenarios, the total value of
the remuneration package potentially receivable by Joe Vorih and Tim Pullen in relation
to 2026. This comprises salary and benefits, plus an annual bonus of up to a maximum
of 150% of salary for Joe Vorih, and 125% of salary for Tim Pullen, and an LTIP award of 200%
of salary for Joe Vorih and Tim Pullen.
The charts are for illustrative purposes only, and actual outcomes may differ from that shown.
LTIP awards have been shown at face value and also allowing for a 50% increase in share price
under the maximum performance scenario. All-employee share plans have been excluded.
Assumed performance
Assumptions used
All performance scenarios
(Fixed Pay)
Consists of total fixed pay,
including base salary, benefits
and pension
Base salary – salary effective for 2026
Benefits – the value of benefits received in 2025 have been
included
Pension – 5% of salary
Minimum performance
(Variable Pay)
No payout under the annual bonus
No vesting under the LTIP
Performance in line with
expectations (Variable Pay)
50% of the maximum payout under the annual bonus
80% of salary vesting under the LTIP
Maximum performance
(Variable Pay)
100% of the maximum payout under the annual bonus
100% vesting under the LTIP. The maximum scenario
includes an additional element to represent 50% share
price growth on the LTIP award from the date of grant
to vesting
JOE VORI
H
TIM PULLEN
100%
42%
25%
28%
32%
30%
43%
£732,012
£1,713,697
£3,582,065
£2,948,720
£
500,000
Below target
Fixed pay
Annual Bonus
LTIP
50% share price growth on LTIP
Target
Maximum
100%
44%
25%
25%
29%
31%
46%
£490,000
£1,117,000
£2,360,000
£1,920,000
Below target
Target
Maximum
£
1,000,000
£
1,500,000
£2
,000,000
£
2,500,000
£
3,000,000
£
3,500,000
£
4,000,000
Remuneration
153
Approach to recruitment remuneration
Principles
In determining remuneration arrangements for new appointments to the Board
(
including
internal promotions
)
, the Committee will apply the following principles:
– The Committee will take into consideration all relevant factors, including the experience of
the individual, market data and existing arrangements for other Executive Directors, with a
view that any arrangements should be in the best interests of both the Company and our
shareholders, without paying more than is necessary.
– Typically, the new appointment will have
(
or be transitioned onto
)
the same remuneration
structure as the other Executive Directors, in line with the Policy.
– Upon appointment, the Committee may consider it appropriate to offer additional
remuneration arrangements in order to secure the appointment. In particular, the
Committee may consider it appropriate to ‘buy out’ terms or remuneration arrangements
that are forfeited on leaving a previous employer.
– The Committee may reimburse costs and provide support if the recruitment requires the
relocation of the individual.
– Where an Executive Director is recruited as an internal promotion, the normal policy of
the Company is that any legacy arrangements would be honoured in line with the
original terms and conditions. Similarly, if an Executive Director is appointed following
the Company’s acquisition of or merger with another company, legacy terms and
conditions would be honoured.
Components and approach
The remuneration package offered to new appointments may include any element within
the Policy, or any other element which the Committee considers is appropriate, given the
particular circumstances. The Committee will give due regard to the best interests of
shareholders, subject to the limits on variable pay set out above in the Policy.
In considering which elements to include, and in determining the approach for all relevant
elements, the Committee will take into account a number of different factors, including
(
but
not limited to
)
market practice, existing arrangements for other Executive Directors and
internal relativities. If appropriate, different measures and targets may be applied to a new
appointee’s annual bonus in their year of joining.
The Committee would seek to structure buyout and variable pay awards on recruitment to be
in line with the Company’s remuneration framework so far as is practical, which may include
granting awards at up to 250% of salary under the LTIP to facilitate the buyout of an award.
However, if necessary, the Committee may also grant such awards outside of that framework
as permitted under Listing Rule 9.3.2
(
R
)
, subject to the limits on variable pay set out above.
The exact terms of any such awards
(
e.g. the form of the award, timeframe, performance
conditions and leaver provisions
)
would vary depending upon the specific commercial
circumstances, albeit the Committee would seek to mirror the value and timeline of any
awards forfeited as far as practicable when constructing any buyout award.
Maximum level of variable pay
The normal maximum level of variable remuneration which may be granted to new Executive
Directors in respect of recruitment shall be limited to the normal maximum permitted under
the Policy, namely, 350% of their annual salary.
This limit excludes any payments or awards that may be made to buy out the Executive
Director for terms, awards or other compensation forfeited from their previous employer
(
as discussed below
)
.
Buyouts
To facilitate recruitment, the Committee may make a one-off award to buy out compensation
arrangements forfeited on leaving a previous employer. In doing so, the Committee will take
account of all relevant factors, including any performance conditions attached to incentive
awards, the likelihood of those conditions being met, the proportion of the vesting/
performance period remaining, and the form of the award
(
e.g. cash or shares
)
. The overriding
principle will be that any buyout award should be of comparable commercial value to the
compensation which has been forfeited. However, such buyout awards would only be
considered where there is a strong commercial rationale to do so.
Remuneration Policy continued
Remuneration
154
Recruitment of Non-Executive Directors
In the event of the appointment of a new Non-Executive Director, remuneration arrangements
will normally be in line with the Policy for Non-Executive Directors. However, the Committee
(
or
the Board, as appropriate
)
may include any element within the Policy, or any other element
which the Committee considers is appropriate given the particular circumstances, with due
regard to the best interests of shareholders. In particular, if the Chair or a Non-Executive
Director takes on an executive function on a short-term basis, they would be able to receive
any of the standard elements of Executive Director pay.
Provision
Policy
Notice period
Executive Directors – 12 months’ notice by either the Company
or the Executive Director
Non-Executive Directors – at the Company’s discretion
Non-Executive Directors may have a notice period of up to
three months
Termination payment
Executive Directors – following the serving of notice by either
party, the Company may terminate employment of an
Executive Director with immediate effect by paying a sum
equal to salary, benefits and pension, with the payment
subject to appropriate phasing and mitigation. Executive
Directors are not contractually entitled to any bonus for the
period of service in the year in which their employment ends
Non-Executive Directors are only entitled to receive any fee
accruing in respect of the period up to termination
Expiry date
Executive Directors have rolling 12-month notice periods and
so have no fixed expiry date
Non-Executive Directors’ letters of appointment have no fixed
expiry date
In accordance with the Code, each Director will retire annually and put themselves forward
for election or re-election at each AGM of the Company.
All Executive Directors’ service agreements and Non-Executive Directors’ letters of
appointment are available for inspection at the Company’s registered office at 4 Victoria
In the table below, we have set out details of the service agreements for the Executive
Directors and letters of appointment for the Non-Executive Directors.
Executive
Directors
Date of
appointment
Date of current
agreement/letter
of appointment
Notice from
the Company
and individual
Unexpired period
of service agreement
Joe Vorih
28 February 2022
28 February 2022
12 months
Rolling contract
Tim Pullen
1 November 2023
8 November 2023
12 months
Rolling contract
Non-Executive
Directors
Kevin Boyd
22 September 2020
1 November 2022
3 months
3 months
Lisa Scenna
24 September 2019
10 September 2019
1 month
1 month
Shatish Dasani
1 March 2023
24 February 2023
1 month
1 month
Bronagh Kennedy
3 July 2023
6 June 2023
1 month
1 month
Britta Giesen
27 October 2025
11 September 2025
1 month
1 month
Remuneration
155
Policy on payment for loss of office
In relation to payments under non-contractual incentive schemes, the Committee would take the following factors into account:
Annual Bonus
– The Committee may determine that the Executive Director is eligible to receive a bonus
in respect of the financial year in which they cease employment. This bonus would
usually be time apportioned and may be settled wholly in cash. In determining the level
of bonus to be paid, the Committee may, at its discretion, take into account performance
up to the date of cessation or over the financial year as a whole, based on appropriate
performance measures as determined by the Committee. The treatment of outstanding
share awards is governed by the relevant share plan rules, as summarised below.
Deferred Share Bonus Plan
– On cessation of employment, unvested shares will vest immediately or at their normal
vesting date, at the discretion of the Committee.
– On a change of control, unvested shares will vest in full.
– If other corporate events occur, such as a demerger, delisting, special dividend, voluntary
winding-up or other event which, in the opinion of the Committee, may affect the current or
future value of shares, the Committee will determine whether unvested shares should vest.
LTIP
– On cessation of employment, unvested awards will lapse unless cessation is as a result
of death, ill health, injury, disability, transfer of employing company or business to which
an individual’s employment relates out of the Group, or any other scenario in which the
Committee determines at its discretion that ‘good leaver’ treatment is appropriate
(
other
than circumstances justifying summary dismissal
)
. In these scenarios, unvested awards
will usually continue until the normal vesting date, unless the Committee determines that
the award should vest earlier, and will vest to an extent that takes into account the
performance conditions assessed at the date of vesting and, unless the Committee
determines otherwise, to an extent that takes into account the period of time between
grant of the award and cessation of employment.
– On a change of control, unvested LTIP awards will vest immediately to an extent that
takes into account the performance conditions assessed at the change of control and,
unless the Committee determines otherwise, to an extent that takes into account the
period of time between grant of the award and the change of control. If other corporate
events occur, such as a demerger, delisting, special dividend, voluntary winding-up or
other event which in the opinion of the Committee, may affect the current or future value
of shares, the Committee will determine whether unvested LTIP awards should vest. If
they do vest, they will vest immediately to an extent that takes into account the
performance conditions assessed at the date of the event and, unless the Committee
determines otherwise, to an extent that takes into account the period of time between
grant of the award and the date of the event.
Sharesave Plan
– Options become exercisable immediately on death, ceasing employment due to injury,
disability, retirement, redundancy, sale of the employing company or business to which an
individual’s employment relates out of the Group, or on a change of control/voluntary
winding-up of the Company.
The Committee reserves the right to make any other payments in connection with a Director’s
cessation of office or employment where the payments are made in good faith in discharge
of an existing legal obligation
(
or by way of damages for breach of such an obligation
)
, or by
way of a compromise or settlement of any claim arising in connection with the cessation of a
Director’s office or employment. Any such payments may include, but are not limited to,
paying any fees for outplacement assistance and/or the Director’s legal and/or professional
advice fees in connection with their cessation of office or employment.
Consideration of employment conditions elsewhere in the Group
The Committee appreciates the importance of effective engagement with the wider
workforce and so has a nominated Non-Executive Director
(
NED
)
responsible for employee
engagement. Bronagh Kennedy took over this role from September 2025, when Louise
Brooke-Smith, the previous employee engagement NED, retired from the Board. Working
alongside the Chief People Officer and Head of Internal Communications, an employee
engagement plan for 2026 has been agreed by the Board, which will include engagement
with new colleagues in the Group following the acquisitions of Monodraught and the Davidson
group of companies in 2025, as well as attendance at other colleague forums, either in person
or virtually, in order to increase engagement as the Group continues to grow. For further
information on our Employee Engagement programme, read more in our Governance Report
on page 107.
To acknowledge and reward employees outside of the senior management team for their
contribution, CEO awards were introduced in 2023, allowing the Executive Leadership Team to
nominate employees who they believe have excelled in their contribution to receive nil-cost
options, which vest two years from grant
(
subject to continued employment
)
, with no
performance conditions attached. This reward and recognition scheme allows employees to
feel valued and appreciated by the Group, incentivising other employees to achieve the same
standard. The first vesting of awards under this scheme took place in December 2025, and
was well received by participants.
The Committee is committed to reviewing workforce remuneration and related policies on an
annual basis, and is conscious of the importance of ensuring that its pay decisions for
Executive Directors and the senior management team are regarded as fair and reasonable
within the Group.
As outlined in the Policy table, pay and conditions across the Group are one of the specific
considerations taken into account when the Committee is considering changes in salaries for
the Executive Directors and the senior management team.
Remuneration Policy continued
Remuneration
156
Annual Report on Remuneration
Remuneration Committee Report
The Annual Report on Remuneration describes how the Directors’ Remuneration Policy, approved
by shareholders at the Annual General Meeting in May 2024 (the Policy), has been applied in the
financial year ended 31 December 2025. This Annual Report on Remuneration will be put to an
advisory shareholder vote at the Annual General Meeting (AGM) on 22 May 2026.
Role of the Committee
The role of the Committee is to determine all aspects of Executive Director pay, ensuring that the
remuneration framework both attracts and retains leaders who are appropriately incentivised to
deliver the Group’s strategy, aligning with the interests of members and promoting the long-term
success of the Company for the benefit of its stakeholders as a whole. The Committee also reviews
workforce remuneration and related policies and ensures alignment of its rewards with culture.
It also monitors pay arrangements for other senior executives and oversees the operation of all
share plans.
Details about the role of the Committee are set out in its Terms of Reference, which are reviewed
annually and were last updated in October 2025.
Click or scan this QR code to
view the Terms of Reference on
our website
Committee membership and meetings
The Committee comprises all of the Non-Executive Directors, all of whom are considered to be
independent, and their attendance at meetings during the year is set out on page 97. Lisa Scenna
is Chair of the Committee and, along with all other members of the Committee, Lisa attended all
five meetings held during the year.
The CEO, Joe Vorih, was also present at those meetings during 2025 by invitation, albeit he was
not involved in discussions in relation to his own remuneration. Tim Pullen also attended certain
Committee meetings during the year, but was also not involved in discussions in relation to his
own remuneration.
The Committee typically meets at least four times a year and thereafter as required and, in 2025,
the Committee met five times.
External advisers
Korn Ferry have been advisers to the Committee on executive remuneration matters since
January 2020. During the year, the Committee received advice from Korn Ferry on market practice
and key areas of investor focus, market updates and assistance with performance monitoring
and benchmarking, as well as advice and support in relation to the implementation of the Policy.
Korn Ferry also provided other human capital-related services to the Group during the year, but
these services were carried out by a team separate to the remuneration advisory team, with an
effective separation between the Committee advisory team and the wider Korn Ferry teams. As a
result, the Committee was satisfied that the advice provided by Korn Ferry was objective and
independent, having also noted their commitment to the Code of Conduct. During the year, the
fees (charged on a time plus expenses basis) paid to Korn Ferry were £55,646 (excluding VAT)
(2024: £47,451). Korn Ferry is a member of the Remuneration Consultants Group and, as such,
voluntarily operates under the Code of Conduct in relation to executive remuneration consulting
in the UK.
Unaudited information
Implementation of Remuneration Policy in 2026
The section below sets out the implementation of the Remuneration Policy in 2026. There are no
material changes to its implementation.
Base annual salary
Joe Vorih’s salary was increased by 3.0% with effect from 1 January 2026. This was aligned with
the budgeted rate of increase for employees across the Group for 2026. As explained in the
Letter from the Chair of the Remuneration Committee, Tim Pullen’s salary was increased by 11.6%,
reflecting the Committee’s view of the appropriate rate of pay for the role in the context of
current FTSE 250 market practice and to achieve market consistent internal relativities.
Pension and Benefits
In line with the Policy, Joe Vorih and Tim Pullen will receive a pension contribution of 5% of annual
salary during 2026, which is in line with the wider workforce. The Executive Directors’ benefits are
as per the Remuneration Policy.
Remuneration
157
Annual Bonus
The annual bonus plan for 2026 will be operated in accordance with the Policy.
Key features of the plan for 2026 are as follows:
– There will be a maximum bonus opportunity of 150% of annual salary for Joe Vorih and
125% of annual salary for Tim Pullen.
– 33% of any bonus earned will be deferred into shares under the Deferred Share Bonus
Plan
(
DSBP
)
. Half of these shares will vest two years from the date of grant, and the
remaining half will vest three years from the date of grant.
– In the event that a material misstatement or miscalculation subsequently comes to light
that resulted in an overpayment under the annual bonus plan, or if evidence comes to
light of material misconduct by an individual, a material health and safety breach or
actions that subsequently gave rise to serious reputational damage or insolvency, then
the Committee has the flexibility to withhold the value of shares granted under the DSBP
and/or to require repayment of an appropriate portion of the annual bonus cash award
in respect of the relevant bonus year.
– The Remuneration Committee has discretion, where it believes it to be appropriate, to
override the formulaic outcome arising from the annual bonus plan.
Following a review by the Committee, Executive Director bonuses for 2026 will remain subject to
a challenging underlying EBIT target (40%), an underlying EBIT margin percentage target (25%), a
working capital days target (10%) and structured strategic objectives (25%). The plan will also be
subject to a health and safety and a compliance override, in relation to which the Committee
shall have discretion to reduce payouts in certain circumstances. It is intended that these
objectives will then cascade down through the senior management team, to continue to drive
the right behaviours across the Group and to ensure that the Executive Directors and senior
management teams have incentives that are aligned. These performance metrics and
weightings will be reviewed for ongoing suitability at the end of 2026.
The targets for these performance measures in relation to FY 2026 are deemed to be
commercially sensitive. However, retrospective disclosure of the targets and performance
against them will be provided in next year’s Remuneration Report, to the extent that they do not
remain commercially sensitive at that time.
Long-Term Incentive Plan
(
LTIP
)
Executive Directors will receive awards under the LTIP during 2026. As at the time of preparing this
Remuneration Report, the Committee’s intention is to grant the awards on the basis described
below. Should there be any change to the approach set out below, this would be detailed in the
Stock Exchange announcement made at the time of granting the awards and detailed in next
year’s Remuneration Report.
– With regard to the quantum of FY 2026 awards, the Committee intends to make awards
at 200% of salary to the Executive Directors.
– Subject to achievement of the performance targets, awards will become exercisable
three years after grant.
– In the event that a material misstatement or miscalculation subsequently comes to light
that results in too high a level of vesting under the LTIP, or if evidence comes to light of
material misconduct by an individual, a material health and safety breach or actions
occured that subsequently gave rise to serious reputational damage or insolvency, then
the Committee has the flexibility to withhold or recover the value of shares granted under
the LTIP.
– The Remuneration Committee has discretion, where it believes it to be appropriate, to
override the formulaic outcome arising from the LTIP.
– Awards granted to Executive Directors will be subject to a two-year post-vesting holding
requirement.
– As explained in the Letter from the Chair of the Remuneration Committee, awards will be
subject to a combination of underlying diluted EPS, cash conversion, relative TSR and
sustainability targets, assessed over a three-year performance period as detailed below:
Underlying diluted EPS:
‘standard’ target range
40%
Underlying diluted EPS:
‘additional stretch’ target range
40%
Cash conversion
40%
Relative TSR
40%
Product life cycle analysis
40%
Total award
200%
Annual Report on Remuneration continued
Remuneration
158
Underlying Diluted Earnings per Share (EPS) (80% of the award)
The EPS targets have been set with reference to 2028 EPS.
The targets have been set with reference to both internal and external expectations for the
Company’s performance, allowing for current market conditions and the Group’s corporate tax
rate. The Committee retains discretion in line with the Policy when testing targets (e.g. in the
event of material M&A, divestments, etc.). Any use of discretion to restate targets would ensure
that the targets were no more or less challenging than when originally set, but for the relevant
event. The range of targets to apply is as follows:
Underlying Diluted Earnings per Share for the period ending 31 December 2028:
‘standard’ target range (40% of the award)
Vesting
(
% of this element
of the award
)
Below 29.4p (equivalent to a 5% p.a. growth from FY 2025 EPS)
0%
29.4p (equivalent to a 5% p.a. growth from FY 2025 EPS)
25%
33.8p (equivalent to a 10% p.a. growth from FY 2025 EPS)
100%
Straight-line vesting will operate between these performance points.
Underlying Diluted Earnings per Share for the period ending 31 December 2028:
‘additional stretch’ target range (40% of the award)
Vesting
(
% of this element
of the award
)
Below 33.8p (equivalent to a 10% p.a. growth from FY 2025 EPS)
0%
33.8p (equivalent to a 10% p.a. growth from FY 2025 EPS)
25%
38.6p (equivalent to a 15% p.a. growth from FY 2025 EPS)
100%
Straight-line vesting will operate between these performance points.
With the ‘additional stretch’ targets having a threshold vesting of 0%, there will be no incremental
vesting until the ‘normal’ range of EPS targets set out in the first table above has been exceeded
in full. The ‘normal’ range of EPS targets is broadly consistent with the EPS targets set in 2024 (4%
to 10% p.a.) and 2025 (4.8% to 10.7%). This more challenging structure is the quid-pro-quo for
retaining the maximum award potential at 200% of salary, with the rationale underpinning the
removal of the TSR modifier as set out in the Chair’s letter.
Cash Conversion (40% of the award)
Cash conversion is measured as an average over the three-year period ending 31 December
2028 and is calculated on an underlying basis, defined as operating cash flow, excluding
non-underlying items and capital expenditure and payment of lease liabilities relative to EBITDA.
This definition of cash conversion has been set so that it does not impact the timing of
investment decisions or act as a disincentive to invest, with the basis of setting the target range
consistent with the assumptions used in our medium-term published targets. The range of
targets to apply is as follows:
Cash Conversion
Vesting
(
% of this element
of the award
)
Below 90%
0%
90%
25%
95% or above
100%
Straight-line vesting will operate between these performance points.
Relative Total Shareholder Return (TSR) (40% of the award)
Relative TSR targets will compare our performance against a bespoke comparator group of c.40
FTSE 250 industrial companies (being those classified as industrial companies, plus
housebuilders and retail building materials companies). This group is the most appropriate set
of comparator companies as it includes those companies that are the most similar in terms of
size and business type to the Company, albeit it is noted that there are no companies
considered to be ‘direct’ comparator companies, with this being reflected in the weighting and
approach to including TSR in the 2026 award. The range of targets to apply is as follows:
Total Shareholder Return
Vesting
(
% of this element
of the award
)
Below median
0%
Median
25%
Upper quartile
100%
Straight-line vesting will operate between these performance points.
Remuneration
159
Sustainability target (40% of the award)
The sustainability metric that will operate relates to the proportion of sales revenues subject to
product life cycle analysis (LCA). The target measures the proportion of revenue that is covered
by product life cycle assessments (EPD, TM65 or equivalent LCA). These analyses are customer-
led assessments that enable the carbon impact of products through their life cycle to be
assessed and are core to differentiating our low-carbon offering versus competitor companies
which aligns with our sustainability credentials. The targets are aligned with reducing carbon in
customer construction projects and align with our objective of growing revenues whilst reducing
carbon emissions.
Sustainability: Product Life Cycle Analysis as a proportion of revenue
Vesting
(
% of this element
of the award
)
Below 65%
0%
65%
25%
75%
100%
Straight-line vesting will operate between these performance points.
Revenue for the purposes of the sustainability target is revenue excluding third party
manufacture, installation and labour services and any other non-product revenue.
Summary
The range of targets for 160% of salary out of the total 200% of salary award for the 2026 LTIP
have been set to be similarly challenging to those set in prior years. The targets were set with
reference to both internal plans and external market expectations for future performance, both
of which were influenced by market conditions such as current rates of inflation and interest
rates. The stretch EPS targets (relating to the remaining 40% of salary of the total award) go
beyond the EPS range previously operated. The Committee retains discretion to adjust vesting
outcomes (e.g. if EPS vesting outcomes are impacted by relevant events such as material M&A
or divestments, etc.). Any discretion applied by the Committee would be used to ensure that
the performance targets fulfil their original intent and were not more or less challenging than
intended when set, but for the relevant events in the performance period. Furthermore, as set
out in the Policy, awards are granted subject to malus and clawback provisions.
Sharesave Plan
Invitations to employees (including Executive Directors) to participate in the Sharesave Plan have
been issued annually and were issued to all eligible Group employees in 2025. The Board is
proposing to continue to issue invitations to join the Sharesave Plan on an annual basis, and all
eligible employees will, therefore, be invited to join the Sharesave Plan in 2026.
Non-Executive Director remuneration
During the year, the Board Chair fee and Non-Executive Director fees were reviewed. As a result,
the Chair fee was increased by 9.7% and the NED base fee was increased by 9.2%. The additional
NED fees were also increased by 16.5% for 2026. The Committee believes that the revised fees
better reflect the current and anticipated time commitment of the roles and are appropriate
in the context of current market practice in the FTSE 250.
The table below shows the fee structure for Non-Executive Directors with effect from 1 January
2026, with comparative figures for 2025. Non-Executive Director fees are determined by the full
Board, except for the fee for the Chair of the Board, which is determined by the Committee.
2026
Fees
2025
Fees
Chair of the Board all-inclusive fee
£235,000
£214,240
Basic Non-Executive Director fee
£62,000
£56,774
Senior Independent Director additional fee
£12,000
£10,300
Chair of Audit Committee additional fee
£12,000
£10,300
Chair of Remuneration Committee additional fee
£12,000
£10,300
Employee engagement NED fee
£12,000
£10,300
Annual Report on Remuneration continued
Remuneration
160
Audited information
The information provided in this section of the Remuneration Report, up until the ‘Unaudited
information’ heading on page 166, is subject to audit.
Single total figure of remuneration
The following tables set out the total remuneration for Executive Directors and Non-Executive
Directors for 2025, with comparative figures for 2024.
All figures shown in £’000
2025
Salary
and fees
1
Benefits
2
Pension
3
Total
fixed
Annual
bonus
4
LTIP
5
Total
variable
Other
6
Total
remuneration
9
Executive Directors
Joe Vorih
615
67
31
713
358
90
448
26
1,187
Tim Pullen
394
28
20
442
191
-
191
–
633
Non-Executive
Directors
Kevin Boyd
214
–
–
–
–
–
–
–
214
Lisa Scenna
77
–
–
–
–
–
–
–
77
Shatish Dasani
67
–
–
–
–
–
–
–
67
Bronagh Kennedy
60
–
–
–
–
–
–
–
59
Britta Giesen
7
10
–
–
–
–
–
–
–
10
Louise Brooke-Smith
8
50
–
–
–
–
–
–
–
50
All figures shown in £’000
2024
Salary
and fees
1
Benefits
2
Pension
3
Total
fixed
Annual
bonus
4
LTIP
5
Total
variable
Other
6
Total
remuneration
9
Executive Directors
Joe Vorih
597
65
30
692
513
26
539
125
1,356
Tim Pullen
383
34
21
438
274
-
274
–
712
Non-Executive
Directors
Kevin Boyd
208
–
–
–
–
–
–
–
208
Lisa Scenna
75
–
–
–
–
–
–
–
75
Shatish Dasani
65
–
–
–
–
–
–
–
65
Bronagh Kennedy
55
–
–
–
–
–
–
–
55
Louise Brooke-Smith
65
–
–
–
–
–
–
–
65
Notes to the table – methodology
1.
Salary and fees – as disclosed in the 2024 Annual Report, Joe Vorih and Tim Pullen received a 3.0% salary increase with effect
from 1 January 2025, which was in line with the increase for the wider workforce of 3.0%. The Non-Executive Director base fee and
the Chair fee was also increased by 3.0%.
2.
Benefits – this represents the taxable value of all benefits. Executive Directors receive benefits including car allowance, other
allowances, private family medical insurance and life assurance of four times annual salary. With regard to Tim Pullen, the
benefit value is a restatement to £33,700 from £47,000, following an administration error in the payment of an allowance to
Tim Pullen which was subject to repayment.
3.
Pension – the pension provision in the form of a cash allowance for all Executive Directors is 5% of salary.
4.
Annual bonus – the bonus is typically paid as 66.67% in cash and 33.33% deferred into shares under the DSBP.
5.
LTIP – for 2025, this relates to the estimated value of the 2023 LTIP award, due to vest in 2026, which was subject to an EPS growth
target, a TSR performance target, and various sustainability targets over the three-year period ended 31 December 2025. Further
details can be found on page 163. The value of the 2023 LTIP has been calculated using the Company’s average share price for
Q4 2025 (£3.448). For 2024, this relates to the value of the 2022 LTIP award, which vested in 2025, which was subject to an EPS
growth target, a TSR performance target, and various sustainability targets over the three-year period ended 31 December 2024.
Of the 15,255 LTIP shares that vested under the 2022 LTIP award, 7,259 shares immediately lapsed on vesting to compensate for
dividend shares that had been awarded as a result of an administrative error under the 2021 Buyout Award. The value of the
lapsed shares equally offset the administrative error and so there was no benefit for Joe Vorih. Joe Vorih exercised the
remaining vested 7,996 shares in December 2025 and sold sufficient shares to cover the tax and NI liabilities due on vesting. The
value of the 2022 LTIP award for Joe Vorih has been calculated using the Company’s share price on the date of exercise of £3.23.
There was no share price appreciation.
6.
Other – for 2025, Joe Vorih’s 2022 Sharesave award vested in December 2025. The value shown in the table is based on the
share price at vesting of £3.30. For 2024, Joe Vorih’s 2021 Spectris LTIP replacement award vested in March 2024. The value shown
in the table is based on the share price on vesting of £4.19. The awards were granted at a share price of £5.38, so none of the
value of the awards is attributable to share price appreciation.
7.
Britta Giesen joined the Board on 27 October 2025.
8. Louise Brooke-Smith stepped down from the Board on 24 September 2025.
9. Total remuneration paid to Directors in respect of 2025 was £2,297,000 (2024: £2,536,000).
Remuneration
161
Annual Bonus
The maximum annual bonus opportunity for the Executive Directors in 2025
was as follows:
– 150% of annual salary for Joe Vorih; and
– 125% of annual salary for Tim Pullen.
For all Executive Directors, two thirds of the bonus earned will be paid in cash and one third will be deferred into
shares under the DSBP. Half of these shares will vest two years from the date of grant and half will vest three years
from the date of grant. Malus and clawback provisions apply to the bonuses of both of the aforementioned Directors.
The performance measures and targets that applied to the 2025 annual bonus are set out below. This reflects the
same approach used to determine the bonus outcome for the senior management team.
Performance measure
Proportion of bonus
determined by measure
Threshold
performance
Target
performance
Maximum
performance
Actual
performance
% of maximum of
this element of the
bonus payable
Group
underlying EBIT
65%
EBIT margin
25%
16.0%
25% earned
16.2%
50% earned
16.8%
100% earned
15.6%
0%
EBIT
40%
£91.5m
25% earned
£95.3m
50% earned
£102.9m
100% earned
£91.6m
25.8%
Operating cash
flow conversion
15%
85%
25% earned
90%
50% earned
95%
100% earned
102.0%
100%
Strategic
objectives
Strategic
growth objectives
8%
– Development and transformation of the Group’s
underfloor heating strategy
– Development of AMP8 pipeline
– Development of sustainability-linked organic growth
opportunities
– The targets relating to
(
i
)
defining brand strategy and deployment
(
ii
)
and contract values by year end were achieved with the
targets relating to
(
i
)
order book value and
(
ii
)
customers in defined
new growth area were narrowly missed
– The targets relating to
(
i
)
water utilities and
(
ii
)
opportunity pipeline
were achieved
– The targets relating to sales and orders were achieved, the targets
relating to
(
i
)
contract size and
(
ii
)
pipeline were narrowly missed
67.5%
GBS
4%
– Increased participation in kaizen events
amongst the Genuit Leadership Team
(
GLT
)
population
– 93% participation exceeded the maximum target of 90%
100%
People and Culture
4%
– Targeted employee engagement score of above 7.0
to a maximum target of 7.4
– Engagement score of 7.1. Target partially met
25%
Group Sustainability
4%
– Reduction in scopes 1, 2 & 3 emissions to meet the 2027
(
scopes 1 & 2
)
and 2050
(
scope 3
)
targets
(
as submitted to SBTi
)
– 2025 scopes 1 & 2 emissions of 12,746 tonnes exceeded the target
of 12,763 tonnes. Target met in full
– 2025 scope 3 emissions of 207,573 tonnes exceeded the target of
220,264 tonnes. Target met in full
100%
100%
The total bonus payable to each Executive Director based on the assessment of performance against the targets set out above is shown below:
Total bonus payable %
of maximum
Total bonus payable £’000 and %
of salary
Joe Vorih
38.8%
£358,045 (58.22%)
Tim Pullen
38.8%
£191,396 (48.5%)
The Committee has confirmed that it is comfortable with the outcome of the annual bonus plan in light of the Group’s financial performance in the wider macroeconomic environment, and health
and safety requirements, over the period.
Annual Report on Remuneration continued
Remuneration
162
LTIP vesting
Joe Vorih was granted an LTIP award in April 2023 which is due to vest in April 2026. The award was subject to relative TSR performance, EPS growth and sustainability targets, split into three equal
components across carbon reduction targets, use of recycled plastics and The 5% Club, assessed over the three financial years ended on 31 December 2025. The vested value of the award is
therefore required to be included in the 2025 single figure table.
Performance measure
Weighting
Threshold
(
25% of award vests
)
Maximum
(
100% of award vests
)
Actual
Performance
% of part of
award vesting
Vested
shares
Estimated value
of vested shares*
2025 underlying diluted EPS
50%
of the award
30.1 pence
per share
35.6 pence
per share
25.4 pence
per share
0%
0
£0
TSR performance relative to
comparator group
25%
of the award
Median
Upper quartile
Below median
0%
0
£0
Sustainability targets
(25% of the award)
Carbon reduction targets
8.33% of the award
0.093 emissions
intensity
0.086 emissions
intensity
0.105 emissions
intensity
0%
0
£0
Use of recycled plastics
8.33% of the award
57.4% recycled
materials used
62.0% recycled
materials used
50.6% recycled
materials used
0%
0
£0
The 5% Club
8.33% of
the award
4.6% progress
towards
The 5% Club
5% progress
towards
The 5% Club
18.9% in Earn
and Learn
programmes
100%
26,034
£89,765
*
Estimated value based on an average share price for Q4 2025 (£3.448).
Total vesting under the 2023 LTIP award is 8.33% of maximum. The Committee is comfortable that the formulaic outcome of the vesting of the 2023 award is appropriate and consistent with overall
financial, strategic and sustainability performance across the three-year performance period.
Remuneration
163
Scheme interests awarded during the financial year
LTIP awards
An award was granted under the LTIP to selected members of senior management, including
the Executive Directors, on 11 April 2025. This award is subject to the performance conditions
described below and will become exercisable in April 2028.
Type of award
Date of grant
Award as
% of salary
Number of
shares
Threshold
vesting
End of performance
period
Joe Vorih
Nil-cost
option
1
11 April
2025
150%
371,921
25%
31 December
2027
Tim Pullen
238,576
1
In line with the 2024 awards, awards were granted as nil-cost options with an exercise date of three years from the grant date.
Therefore, there has been no change in exercise price or date.
Vesting of the awards is subject to satisfaction of the performance conditions set out below,
measured over a three-year performance period ending 31 December 2027. Vesting is
calculated on a straight-line basis.
Underlying Diluted Earnings per Share (EPS) (50% of the award)
The EPS targets are a range around FY 2027 EPS. Setting the targets with reference to the final
year of the three-year performance period mirrors standard market practice and reduces the
impact on the condition of the near-term uncertainties caused by external factors. The range of
targets is as follows:
Underlying Diluted Earnings per Share growth over the three-year period ending
31 December 2027
Vesting
(
% of this element
of the award
)
Below 28p (equivalent to a 4.8% p.a. growth from FY 2024 EPS)
0%
28p (equivalent to a 4.8% p.a. growth from FY 2024 EPS)
25%
33p (equivalent to a 10.7% p.a. growth from FY 2024 EPS)
100%
Straight-line vesting will operate between these performance points.
Cash conversion
(
25% of the award
)
Cash conversion is measured as an average over the three-year period to 31 December 2027
and is calculated on an underlying basis, defined as operating cash flow excluding non-
underlying items and capital expenditure and payment of lease liabilities relative to EBITDA. This
definition of cash conversion has been set so that it does not impact the timing of investment
decisions, or act as a disincentive to invest, with the basis of setting a target range consistent with
the assumptions used in our medium-term published targets. The range of targets is as follows:
Cash conversion over the three-year period ending
31 December 2027
Vesting
(
% of this element
of the award
)
Below 90%
0%
90%
25%
95% or above
100%
Straight-line vesting will operate between performance points.
Sustainability targets
(
25% of the award
)
Scope 3: category 1 emissions (intensity output improvement over the performance period)
Sustainability targets align with the key elements of Genuit’s Sustainable Solutions for Growth
strategy.
Consistent with our SBT covering scope 3: category 1 emissions, this element targets an intensity
output improvement over the three-year period ending 31 December 2027. The target has been
set to be a stretch target, with the 2024 baseline being 2.000tCO
2
e/t and the range of the
targeted reduction being consistent with our SBT planning. The range of targets is as follows:
Scope 3: category 1 emissions (percentage of suppliers with science-based targets in place)
as at 31 December 2027
Vesting
(
% of this element
of the award
)
Above 1.712tCO
2
e/t
0%
1.712tCO
2
e/t
25%
1.517tCO
2
e/t or below
100%
Straight-line vesting will operate between these performance points.
Annual Report on Remuneration continued
Remuneration
164
LTIP awards continued
TSR modifier – applicable to vesting outcome
Once vesting is determined based on performance against the above metrics, a TSR modifier
will be applied to the vesting result. This will have the ability to increase total vesting by a further
33% or reduce total vesting by 33%. TSR will be measured against FTSE 250 Industrials, and the
modifier will be applied as follows:
-TSR at or below lower quartile: the vesting result based on EPS, cash conversion and
sustainability performance is reduced by 33% (i.e. the vesting result will be multiplied by a factor
of 0.67).
-TSR at or above upper quartile: the vesting result is increased by 33% (i.e. the vesting result will
be multiplied by a factor of 1.33).
-TSR between performance points: the vesting result is adjusted on a straight-line basis using a
TSR performance factor of between 0.67 and 1.33.
As a result, the total LTIP opportunity can be increased to 200% of salary, as detailed below:
Maximum award
opportunity % of salary
1
Maximum
number of shares
1, 2
Maximum
face value
(
£
)
1, 2
Joe Vorih
200%
371,921
£1,226,595
Tim Pullen
238,576
£786,824
1.
The number of shares is the maximum number of shares that are eligible to vest after the application of the TSR modifier,
which is applied to the outcome of the performance metrics set out above.
2.
The maximum number of shares that could be awarded has been calculated using the average closing share price for the
three dealing days prior to grant of £3.298.
Deferred Share Bonus Plan awards
On 11 April 2025, the Executive Directors received an award of shares under the Deferred Share
Bonus Plan relating to the 2024 annual bonus. The value of these shares was included in the
annual bonus figure in the 2024 single total figure of remuneration. No further performance
conditions apply to these shares.
Type of award
Maximum number
of shares
Face value
(
£
)
*
Vesting date
Joe Vorih
Deferred shares
51,801
£170,858
50% vests in each of April
2027 and April 2028
Tim Pullen
Deferred shares
27,690
£91,334
*
The award was made in the form of a nil-cost option. The maximum number of shares awarded has been calculated using
the average closing share price for the three dealing days prior to grant of £3.298.
Payments for loss of office
There were no payments for loss of office in FY 2025.
Payments to past Directors
Matt Pullen and Paul James stepped down from the Board in 2023. Full details of their exit
arrangements are provided in the 2023 Annual Report and Accounts. Matt Pullen’s 2022 LTIP award
vested in April 2025, with 8.33% of the award vesting based on performance over the period. The
awards were time pro-rated, resulting in 3,055 shares vesting for Matt Pullen. In accordance with
the rules of the Plan, the awards granted to Mr James and Mr Pullen under the Deferred Share
Bonus Plan in 2022 and 2023 vested in 2025.
Remuneration
165
Statement of Directors’ shareholdings and share interests
Executive Directors are expected to achieve the shareholding requirement of 200% of salary within
five years of becoming subject to the requirement. The Committee reviews ongoing individual
performance against the shareholding requirement at the end of each financial year. Joe Vorih
joined the Board in February 2022 and Tim Pullen joined the Board in November 2023, and both will
build up their shareholding in line with the aforementioned five-year timescale.
The number of shares held by Directors as at 31 December 2025 is set out in the table below:
Shares owned
outright
6
Interests in share incentive
schemes, subject to
performance conditions
Interests in share incentive schemes,
awarded without performance
conditions
Vested but
unexercised
options
LTIP
1,7
DSBP
2,7
Sharesave
3
Joe Vorih
4,5
151,755
(81% of salary)
955,442
100,388
–
–
Tim Pullen
4
11,350
(9% of salary)
412,405
35,167
–
–
Kevin Boyd
100,000
–
–
–
–
Lisa Scenna
14,966
–
–
–
–
Shatish Dasani
37,500
–
–
–
–
Bronagh Kennedy
950
–
–
–
–
Britta Giesen
11,250
–
–
–
–
Notes to the table
1.
This relates to shares awarded under the LTIP.
2.
This relates to shares awarded under the DSBP.
3.
This relates to share options granted under the Sharesave Plan.
4.
For the purposes of determining the value of Executive Director shareholdings for Joe Vorih and Tim Pullen, the annual salary for
2025 and the share price as at 31 December 2025 has been used (£3.27 per share).
5.
During the year, Joe Vorih exercised nil-cost options relating to his 2022 LTIP award and tranche 1 of his 2023 DSBP award,
representing over 7,996 and 6,063 shares, respectively. Sufficient shares were sold to cover the tax and NI liabilities due on
exercise of both awards. Joe Vorih also exercised his 2022 Sharesave award at an option price of £2.21. The aggregate gain from
the exercise of his Sharesave award was £8,876.96, based on the share price of £3.30 on the date of exercise. There was no
share price appreciation on the LTIP awards. The aggregate gain from the exercise of his DSBP award was £2,799.09, based on
the share price on the date of exercise of £3.23.
6.
All shares within the ‘Shares owned outright’ column include those held by connected persons.
7.
All outstanding LTIP and DSBP interests are in the form of nil-cost options.
Unaudited information
The information provided in this section of the Directors’ Remuneration Report is
not subject to audit.
Performance graph and CEO remuneration table
The chart below compares the Total Shareholder Return performance of the Company over the
last 10 financial years, relative to the FTSE 250 Index. This index has been chosen because it is a
recognised equity market index of which the Company is a member.
Genuit
FTSE 250
£50
£0
£100
£150
£200
£250
Value of a hypothetical £100
investment
31 Dec
2024
31 Dec
2025
31 Dec
2023
31 Dec
2022
31 Dec
2021
31 Dec
2020
31 Dec
2019
31 Dec
2018
31 Dec
2017
31 Dec
2016
31 Dec
2015
Annual Report on Remuneration continued
Remuneration
166
The table below summarises the CEO single figure total remuneration, annual bonus payouts and long-term incentive vesting levels as a percentage of maximum opportunity over this period.
2015
2016
2017
1,3
2017
2,3
2018
4
2019
4
2020
4
2021
4
2022
5,7
2022
4,6
2023
7
2024
4
2025
CEO single figure of remuneration
£’000
919
948
717
218
1,014
944
717
1,390
666
135
1,611
1,398
1,187
Annual bonus payout
(
as a %
of maximum opportunity
)
68.2%
69.4%
66.8%
66.8%
48.9%
24.8%
n/a
93%
13.36%
13.36%
65.38%
57.24%
38.8%
LTIP vesting out-turn
(
as a %
of maximum opportunity
)
n/a
n/a
n/a
n/a
87.8%
54.5%
25%
25%
n/a
0%
n/a
8.33%
8.33%
1.
This reflects the remuneration received by David Hall, CEO for the period from 1 January 2017 to 1 October 2017.
2.
This reflects the remuneration received by Martin Payne, who was appointed as CEO on 2 October 2017, following the retirement of David Hall.
3.
The first LTIP award was granted in 2014 and so no LTIPs were due to vest between 2014 and 2017.
4.
The LTIP vesting out-turn percentages show the payout as a percentage of the maximum of the LTIP award, for which the three financial years over which performance is measured, ends on 31 December of the year being reported on. Therefore, the 2025 figure
shows the payout for the 2023 LTIP award.
5.
This reflects the remuneration received by Joe Vorih, CEO from 28 February 2022.
6.
This reflects the remuneration received by Martin Payne, CEO from 1 January 2022 to 28 February 2022.
7.
Joe Vorih received his first grant under the LTIP in April 2022. Therefore, no LTIP awards were eligible to vest in 2022 and 2023.
Average percentage change in the remuneration of the Directors
(
audited
)
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the average percentage change for employees.
Average percentage change
2024/25
Average percentage change
2023/24
Average percentage change
2022/23
Average percentage change
2021/22
Average percentage change
2020/21
Average percentage change
2019/20
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Executive Directors
Joe Vorih
3.0%
2.7%
-30.2%
3.5%
-19.3%
-9.4%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Tim Pullen
3.0%
-17.6%
-30.2%
210.5%
353.3%
176.8%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Non-Executive Directors
Kevin Boyd
3.0%
n/a
n/a
4.0%
n/a
n/a
135.3%
n/a
n/a
49.1%
n/a
n/a
2.2%
n/a
n/a
n/a
n/a
n/a
Lisa Scenna
3.0%
n/a
n/a
5.6%
n/a
n/a
31.5%
n/a
n/a
10.2%
n/a
n/a
2.2%
n/a
n/a
3.0%
n/a
n/a
Shatish Dasani
3.0%
n/a
n/a
25.0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Bronagh Kennedy
8.0%
n/a
n/a
103.7%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Louise Brooke-Smith
1
-22.7%
n/a
n/a
6.6%
n/a
n/a
2.2%
n/a
n/a
5.3%
n/a
n/a
2.2%
n/a
n/a
3.0%
n/a
n/a
Britta Giesen
2
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Employee average
3.0%
0%
13.7%
4.0%
0%
54.3%
5.7%
0%
100%
3.0%
0%
-4.4%
2.2%
0%
100%
3.0%
0%
2.4%
Notes:
1.
Louise Brooke-Smith stepped down from the Board on 24 September 2025.
2.
Britta Giesen was appointed to the Board on 27 October 2025.
Explanations for large increases in prior years are provided in previous Annual Reports.
Remuneration
167
CEO pay ratio
The table below illustrates the ratio between CEO pay for 2025 (as shown in the single figure table
on page 161) and the indicative full-time equivalent total remuneration for employees ranked at
the lower quartile, median and upper quartile.
CEO pay ratio
2019
2020
2021
2022
2023
2024
2025
Method
A
B
B
B
B
B
B
Upper quartile
28:1
19:1
40:1
21:1
41:1
31:1
29:1
Median
37:1
24:1
54:1
29:1
55:1
40:1
38:1
Lower quartile
44:1
29:1
65:1
36:1
61:1
49:1
41:1
For 2025, in line with the relevant legislation, the analysis has been completed using Option B, given
the availability of data and in order that a direct comparison can be shown against last year.
Gender pay has been calculated in line with the guidance, and details can be found in the Gender
Pay Gap Report published on our website.
One UK employee with the relevant annual salary was then chosen for each quartile, and the
single total remuneration figure was calculated to compare to the CEO. Using gender pay data
ensures that these individuals are reasonably representative of pay levels at the 25th, 50th and
75th percentile, as the single total remuneration figure for these individuals is similar to other
employees with a similar annual salary. Pay has been calculated for the period from 1 January
2025 to 31 December 2025.
In FY 2020, the CEO voluntarily waived 20% of salary between the months of April and August, due
to the impact of the Covid-19 pandemic. In addition, the Committee made the decision not to
operate the annual bonus plan for the Executive Directors in 2020. This resulted in a drop in the
CEO pay ratio. As the CEO received his full salary in FY 2021, the bonus was reinstated and the LTIP
vested; this resulted in a subsequent increase in the CEO pay ratio. In FY 2022, no LTIP vested and
the bonuses were lower than in the prior year, resulting in a decrease in the ratio. For FY 2022, the
ratio included the remuneration for Joe Vorih and Martin Payne during the periods that these
individuals undertook the role of CEO. In FY 2023, the CEO received his full salary and the bonus was
higher than in the prior year. In addition, Mr Vorih received buyout awards on joining the Company
to compensate for awards forfeited on leaving employment at Spectris. As a result, the pay ratio
increased. In FY 2024, the pay ratio decreased as certain benefits ceased during the year and the
bonus was lower than in the prior year. In FY 2025, the pay ratio has decreased as the bonus was
lower than in the prior year.
The ratio is considered to be within the expected range for the Company and is consistent with
the pay and reward policies for our UK employees overall.
The salary and total pay for the individuals identified at the lower quartile, median and upper
quartile positions in 2025 are set out below:
Salary
Total Pay
CEO single figure
614,898
1,187,220
Upper quartile
38,164
41,320
Median
28,739
31,466
Lower quartile
27,153
28,683
Relative importance of the spend on pay
The charts below illustrate the total expenditure on pay for all of the Group’s employees compared
to dividends payable to shareholders.
Employee remuneration costs £m
2025
£165.5m
2024
£150.9m
Dividends £m
2025
£32.2m
2024
£31.1m
Shareholder voting on remuneration resolutions
Details of the votes cast in relation to our remuneration resolutions in 2025 are summarised below:
Votes
for
Votes
against
Votes
withheld
Approval of the Remuneration Policy
– 2024 AGM
215,964,006
(96.97%)
6,750,027
(3.03%)
10,729
Approval of the Annual Report on Remuneration
– 2025 AGM
212,722,902
(97.44%)
5,547,832
(2.54%)
1,510
External board appointments
Executive Directors are not normally entitled to accept a Non-Executive Director appointment
outside the Company without the prior approval of the Board. Following Board approval, Joe Vorih
was appointed as a Non-Executive Director of Senior plc on 1 January 2024, and retains the fees
from that appointment.
Annual General Meeting
This Annual Report on Remuneration will be subject to an advisory shareholder vote at our AGM,
scheduled to be held on 22 May 2026.
By order of the Board.
Lisa Scenna
Chair of the Remuneration Committee
10 March 2026
Annual Report on Remuneration continued
Remuneration
168
170
Independent Auditor’s Report
179
Group Income Statement
180
Group Statement of Comprehensive Income
181
Group Balance Sheet
182
Group Statement of Changes in Equity
183
Group Cash Flow Statement
184
Notes to the Group Financial Statements
213
Directors’ Responsibilities Statement
214
Company Balance Sheet
215
Company Statement of Changes in Equity
216
Company Cash Flow Statement
217
Notes to the Company Financial Statements
222
Five-Year Summary
Financial
statements
169
Opinion
In our opinion:
– Genuit Group plc’s Group financial statements and Parent Company financial statements
(
the
“Financial Statements”
)
give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
– the Group Financial Statements have been properly prepared in accordance with UK adopted
international accounting standards;
– the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards as applied in accordance with section 408 of the
Companies Act 2006; and
– the Financial Statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Genuit Group plc
(
the ‘Parent Company’
)
and its
subsidiaries
(
the ‘Group’
)
for the year ended 31 December 2025 which comprise:
Group
Parent Company
Group Balance Sheet as at 31 December 2025
Company Balance Sheet as
at 31 December 2025
Group Income Statement for the year
then ended
Company Statement of Changes in Equity
for the year then ended
Group Statement of Comprehensive Income
for the year then ended
Company Cash Flow Statement for the year
then ended
Group Statement of Changes in Equity for
the year then ended
Related notes 1 to 9 to the financial statements,
including material accounting policy information
Group Cash Flow Statement for the year
then ended
Related notes 1 to 29 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and
UK adopted international accounting standards and as regards the Parent Company financial
statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(
UK
)
(
ISAs
(
UK
))
and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or
the Parent Company and we remain independent of the Group and the Parent Company in
conducting the audit.
Independent Auditor’s Report to the Members of Genuit Group plc
170
170
Financial Statements
Financial Statements
Our key observations:
– The Directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout
the going concern assessment period in the base case scenario.
– The Directors have modelled downside scenarios including a loss of production, loss of a major
customer, product failure, recession, increases in interest rates and increases in raw material
prices. In all scenarios, the going concern basis remains appropriate, with no breach of covenant
or shortfall of liquidity in the going concern period.
– The Group has a committed borrowing facility of £350m, of which £175m was undrawn at the
balance sheet date. The facility is available until August 2028. Additionally, there are two seven-
year private placement loan notes of £25m each, maturing in August 2029 and October 2032.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the Group
and Parent Company’s ability to continue as a going concern for a period to 31 December 2027.
In relation to the Group and Parent Company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report. However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going
concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of eight components
and audit procedures on specific balances for a further ten components and
central procedures on financial statement line items as detailed in the ‘Tailoring
the scope’ section below.
Key audit
matters
Risk of inappropriate revenue recognition arising from material adjustments
outside of the standard flow of transactions.
Risk of inappropriate revenue recognition arising through inaccurate accounting
for customer rebates within Building Products.
Risk of an unrecognised impairment of goodwill within the Adey and Nu-Heat Cash
Generating Units prior to the CMS restructuring.
Materiality
Overall Group materiality of £3.4m which represents 5% of profit before tax
adjusted for certain non-recurring items.
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and Parent Company’s ability to continue to
adopt the going concern basis of accounting included:
– Performing a walkthrough of the Group’s financial close process to confirm our understanding of
Management’s going concern assessment process and engaging with Management to ensure
all key risk factors we identified were considered in their assessment.
– Obtaining Management’s going concern assessment including the cashflow forecasts and
covenant calculations for the going concern period which covers the 22-month period to
31 December 2027 and performing procedures to evaluate the clerical accuracy and
appropriateness of the underlying model.
– Obtaining the Group’s revolving credit facility documentation and agreeing the level of facilities
available, the applicable covenants, and the documentation evidencing the extension of the
maturity date to August 2028, to Management’s assessment.
– Obtaining the Group’s private placement loan note agreements and evidencing the amounts
drawn down across the two loan notes totalling £50m with maturity dates of August 2029 and
October 2032.
– Assessing the Group’s base case scenario for consistency with budgets and cash flow forecasts
approved by the Board of Directors and those used by the Group in other accounting estimates,
such as the goodwill impairment assessment.
– Challenging the appropriateness of the base case assumptions relating to future levels of
demand and cost, including the impact of climate change. Our procedures included analysis of
external market data to consider any contradictory sector forecasts, considerations of the current
macro-economic climate and the disclosed climate change commitments of the Group.
– Reviewing and reperforming Management’s stress test of their cash flow forecasts and covenant
calculations in order to quantify and then consider the plausibility of the downside scenarios
required to exhaust the Group’s forecast liquidity or breach the Group’s covenant ratios. We
specifically considered the quantum of revenue reduction required to exhaust liquidity and
breach the Group’s covenant ratios.
– Considering the impact and feasibility of potential mitigating activities that are within control
of Management, such as reducing capital expenditure and dividend payments.
– Reviewing the Group’s going concern disclosures included in the Annual Report in order to assess
its completeness and conformity with the reporting standards.
171
Financial Statements
Climate change
Stakeholders are increasingly interested in how climate change will impact Genuit Group plc.
The Group has determined that the most significant future impacts from climate change on their
operations relate to potential business interruption and damage to assets, the impacts relating to
carbon taxes, increased raw material costs and supply chain disruption but also the market
opportunities it presents for revenue growth and portfolio expansion. These are explained on
pages 46 – 58 in the required Task Force On Climate Related Financial Disclosures and on pages
87 – 94 in the principal risks and uncertainties. All of these disclosures form part of the “Other
information,” rather than the audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they are materially inconsistent with
the financial statements or our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on
the Group’s business and any consequential material impact on its financial statements.
The Group has explained how climate change has been reflected in the financial statements in
note 2.2 and note 17, stating that there is no material adverse impact of climate change in the
short to medium term. The ‘Other information’ within the Annual Report includes Management’s
assessment of how their long-term climate net zero aspirations align with the Paris Agreement to
achieve net zero emissions by 2050. There are no significant judgements or estimates relating to
climate change in the notes to the financial statements as Management has not identified any
material short-term impacts from climate change. Note 17 explains that the long-term impact of
climate change risks and opportunities are uncertain and as such the degree of certainty of all
these changes means that they cannot be taken into account when assessing future cash flows
under the requirements of UK adopted International Accounting Standards but will continue to be
monitored by Management.
Our audit effort in considering the impact of climate change on the financial statements was
focused on evaluating Management’s assessment of the impact of climate risk, physical and
transition, their climate commitments, the effects of material climate risks disclosed on pages
51 - 58 and whether these have been appropriately reflected in asset values where these are
impacted by future cash flows. This was relevant for the impairment testing of goodwill following
the requirements of UK adopted International Accounting Standards. As part of this evaluation,
we performed our own risk assessment, supported by our climate change internal specialists, to
determine the risks of material misstatement in the financial statements from climate change
which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of
going concern and viability and associated disclosures. Where considerations of climate change
were relevant to our assessment of going concern, these are described above.
Based on our work, whilst we have not identified the impact of climate change on the financial
statements to be a standalone key audit matter, we have considered the impact on the following
key audit matters: Risk of an unrecognised impairment in the Adey and Nu-Heat Cash Generating
Units prior to CMS restructuring. Details of the impact, our procedures and findings are included in
our explanation of key audit matter below.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient
appropriate audit evidence on which to base our audit opinion. We performed risk assessment
procedures to identify and assess risks of material misstatement of the Group financial statements
and identify significant accounts and disclosures. When identifying components at which audit work
needed to be performed to respond to the identified risks of material misstatement of the Group
financial statements, we considered our understanding of the Group and its business environment,
the potential impact of climate change, the applicable financial framework, the Group’s system of
internal control at the entity level, the existence of centralised processes, applications and any
relevant internal audit results.
We determined that centralised audit procedures would be performed on non-underlying items,
corporation tax, intangible assets and goodwill, leases, intercompany and long-term debt. We also
centrally tested the cash balances in components that did not form part of the overall scoping
assessment outlined below, to the extent that the total amounts not tested across the Group were
immaterial.
We then identified eight components as individually relevant to the Group due to materiality or
financial size of the components relative to the Group.
For those individually relevant components, we identified the significant accounts where audit work
needed to be performed at these components by applying professional judgement, having
considered the Group significant accounts on which centralised procedures will be performed, the
reasons for identifying the financial reporting component as an individually relevant component
and the size of the component’s account balance relative to the Group significant financial
statement account balance.
We then considered whether the remaining Group significant account balances not yet subject to
audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group
financial statements. We selected ten components of the Group to include in our audit scope to
address these risks.
Of the eighteen components selected, we designed and performed audit procedures on the entire
financial information of eight components
(
“full scope components”
)
. For ten components, we
designed and performed audit procedures on specific significant financial statement account
balances or disclosures of the financial information of the component
(
“specific scope
components”
)
. For the forty five remaining components, we performed specified audit procedures
to obtain evidence for one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the
Key audit matters section of our report.
Changes from the prior year
As a result of the acquisitions the Group made in the year we brought into scope three specific
scope components. In addition, a further entity was brought into scope in order to increase overall
coverage on certain account balances.
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Independent Auditor’s Report to the Members of Genuit Group plc continued
172
Financial Statements
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement
(
whether or not due to fraud
)
that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Inappropriate revenue recognition arising from
material adjustments outside of the standard flow of
transactions.
Refer to the Audit Committee Report
(
page 129
)
;
Accounting policies
(
Note 2.6 on pages 185 and 186
)
;
and Note 5 of the Consolidated Financial Statements
(
pages 191 to 193
)
The Group has reported revenue of £602.1m
(
2024:
£561.3m
)
. Revenue is stated net of rebate deductions
which are considered in the subsequent key audit
matter.
The accuracy of revenue recognition is relevant to the
reported performance of the Group as a whole. Through
material adjustments, there is the opportunity to misstate
revenue in order to influence reported results.
We consider the significant risk to be primarily associated
with those components contributing more than 5% of the
Group’s revenue as any potential error could result in a
material misstatement of the Group financial statements.
For the remaining components whilst we consider there
to be a risk of management override of controls to
misstate revenue, we do not consider any individual
component to represent a significant risk of material
misstatement.
There has been no change in our assessment of this risk
when compared to the prior year.
We obtained an understanding of the process and controls in place over the recognition of
revenue including approval of material adjustments recorded as part of the financial statement
close process.
We obtained an understanding of the IT systems and the role of IT in initiating, recording and
reporting revenue transactions within the Group’s accounting systems.
Of the 8 individually relevant
(
full scope
)
components, 6 components recorded revenue that was
material to the Group and are specifically impacted by the identified fraud risk.
For the individually relevant
(
full scope
)
and additionally relevant
(
specific scope
)
components,
representing 91% of the Group’s revenues, we used data analytics to analyse the full populations of
revenue transactions by correlating sales postings with receivables and cash throughout the year
to identify any unusual transactions.
Through this, we identified revenue recognised through material adjustments outside of the
standard flow of transactions for targeted testing to a lower threshold.
We performed analysis by month to identify unusual trends in revenue and gross margin that
could indicate inappropriate revenue recognition.
We analysed the pattern of credit notes raised during the year and inspected a sample of post
year end credit notes to determine that they had been appropriately accounted for.
For all full scope components, we have inspected trends and anomalies around the year end to
identify unusual items where we have performed targeted testing by inspecting documentation
to assess whether they relate to completed deliveries and have been recognised in the
correct period.
For the remaining revenue recorded within components not subject to direct testing we have
performed analytical review procedures and data analytics procedures.
We have reviewed Genuit’s Group revenue recognition policy against the requirements of IFRS 15
with a focus on ensuring the performance obligations are appropriately reflected in the Group’s
approach to recognising revenue.
We assessed the adequacy of the disclosure of revenue within the Annual Report and Accounts.
Through our procedures performed
we have not identified any
misstatements associated with the
material adjustments identified.
We concluded that revenue
recognised in the year is appropriate
and found no evidence of
management bias.
173
Financial Statements
Independent Auditor’s Report to the Members of Genuit Group plc continued
Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Inappropriate revenue recognition arising through
inaccurate accounting for customer rebates within
Building Products.
Refer to the Audit Committee Report
(
page 129
)
;
Accounting policies
(
Note 2.6 on pages 185 and 186
)
;
and Note 5 of the Consolidated Financial Statements
(
pages 191 to 193
)
.
The total value of customer rebates recognised in the
year and accrued for at the balance sheet date is
material for the Building Products component.
The Group’s pricing structure includes rebate
arrangements with customers. Many of these
arrangements are relatively straightforward, being based
on agreed percentages of sales made to direct
customers during the period.
A proportion of the Group’s rebate agreements are with
indirect customers and estimation is required when
determining the rebate accrual at the balance sheet
date. This is particularly the case for indirect rebates
within the Sustainable Business Solutions operating
segment
(
Building Products business
)
where the rebate is
driven by claims which may not have been received or
verified at the time when the liabilities are recognised.
These claims are made on the basis of usage in line with
specification rather than purchases from the Group.
There has been no change in our assessment of this risk
when compared to the prior year.
We obtained an understanding of Management’s process and controls in place over recognition
and recording of rebates, including key assumptions such as volumes, related targets, claim
compliance rates and contractual terms.
We obtained an understanding of the IT systems and the role of IT in initiating, recording and
reporting rebate transactions within the Group’s accounting systems.
We reviewed significant, new and existing rebate agreements and tested a sample of payments
made during the year in order to assess the charges incurred and settled during the year.
We utilised data analytics to identify unusual transactions recorded in rebate accounts that could
indicate management override of controls.
For indirect rebates, we reviewed external information to develop our own point in time estimate of
the year-end rebate. We tested the accuracy of estimates made by Management against actual
claim amounts received. We tested the compliance rates in actual claims received to understand
the value of claims that were subsequently paid out during the year.
For direct rebates, we developed an independent expectation of the annual rebate charge and
year end liability, including any charge associated with targeted rebate clauses, and compared
this to Management’s annual charge and year-end liability. We used a custom automated data
analytics tool to perform holistic analysis over the direct rebate model and sales data and to
perform a recalculation of the entire rebate charge for the year. This was supported by sample
testing over the inputs to the model back to rebate agreements.
We performed completeness procedures on the year-end liability by reviewing post year-end
claims and settlements including those issued through credit notes and purchase invoices to
understand variances between the accrued amount and claims received.
We reviewed material post year-end bank payments and claims received and compared these to
Management’s year end estimates.
We compared the prior year accrual to the actual claims verified and paid in the year to
understand the historical accuracy of Management’s estimation.
We concluded that Management’s
judgements were materially
consistent with our expectations and
recalculations based on external
sources, post year end claim activity
and historic settlement rates.
We concluded that the rebate
expense recognised during the year
and the liability at the period end is
appropriate.
174
Financial Statements
Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Risk of an unrecognised impairment of goodwill within
the Adey and Nu-Heat Cash Generating Units
(
CGUs
)
prior to the CMS restructuring.
Refer to the Audit Committee Report
(
page 129
)
;
Accounting policies
(
Note 2.4.1 on page 185
)
; Note 3.2.1 of
the Consolidated Financial Statements
(
pages 190 to 191
)
;
and Note 17 on page 199.
There is a risk that there is an unrecognised impairment
of goodwill within the Adey and Nu-Heat CGU’s prior to
the CMS restructuring. On 11 November 2025, the Group
announced a major Climate Management Solutions
(
CMS
)
organisation change designed to facilitate a new
operational and go to market model for the Business Unit
(
titled “CMS Connected Solutions”
)
. This restructuring and
reorganisation has resulted in Management
reconsidering the level at which goodwill is monitored.
Management has combined the existing grouping of the
Climate & Ventilation CGU
(
consisting of Nuaire, Domus,
Monodraught
)
with the Nu-Heat and Adey CGUs for the
purposes of monitoring goodwill and subsequently
renamed the CGU ‘CMS’. This new CMS CGU is now the
lowest level at which management monitor goodwill.
Management has performed an impairment
assessment prior to the change in CGU’s being made.
The forecasts in the CGUs are highly sensitive to key
assumptions including the revenue growth rates, margin
assumptions, long term growth rates and discount rate.
We assessed the appropriateness of the individual CGU’s identified in line with IAS 36 following the
changes implemented by Management.
We walked through and understood Management’s approach to the goodwill impairment
assessment and walked through the Group’s budgeting process to understand the key
assumptions made. This included confirming the underlying cash flows are consistent with the
Board approved long-term business plan.
We obtained an understanding of the role of IT in the goodwill impairment assessment process,
including the source of underlying data.
We assessed whether the model is prepared in accordance with IAS 36 and we utilised our
valuation specialists to support in our assessment of the appropriateness of Management’s
discount rate and methodology.
We challenged the long-term growth rate within the discounted cashflow calculations and the
impact of risks and opportunities generated by climate change.
We understood and challenged Management’s forecast future cash flows, to assess key inputs
and to compare these against industry expectations. We challenged the assumptions
underpinning the growth rates and how the medium to longer-term risks and opportunities were
factored into future cashflows. We challenged the forecast cost assumptions and revenue growth
assumptions to assess whether the forecasts were reasonable and in line with IAS 36. As part of this
assessment, we considered whether key drivers of growth in management’s model, such as
volume growth, margin improvement, and other initiatives, were reasonable.
We compared the VIU of each CGU as per the model computed by management to our
independently assessed range of possible outcomes and assessed whether this supported
management’s conclusions.
We consider that Management’s
assessment appropriately reflects
the requirements of IAS 36 and
captures the risks to future cashflows.
We concluded that the carrying
value of the goodwill recognised
relating to the Adey and NU-Heat
Cash Generating Units was
recoverable.
175
Financial Statements
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences
in excess of £0.2m
(
2024: £0.2m
)
, which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 1 to
168 other than the financial statements and our auditor’s report thereon. The directors are
responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material misstatement of the other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
– the Strategic Report and the Directors’ Report have been prepared in accordance with applicable
legal requirements.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial
statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We determined materiality for the Group to be £3.4m
(
2024: £3.2m
)
, which is 5%
(
2024: 5%
)
of Profit
before tax adjusted for certain non-recurring items. We believe that adjusting Profit before tax
provides us with a consistent basis for calculating materiality as it excludes the impact of one-off
items that are not related to the underlying operations of the Group.
We determined materiality for the Parent Company to be £2.6m
(
2024: £2.7m
)
, which is 1%
(
2024: 1%
)
of total equity.
Starting basis
– Group profit before tax – £58.2m
Adjustments
– Adjusted for certain non-recurring items excluding amortisation of acquired
intangible assets
(
£10.9m
)
Materiality
– Totals £69.1m Group adjusted profit before tax
– Materiality of £3.4m
(
5% of Group adjusted profit before tax
)
During the course of our audit, we reassessed initial materiality with no updates required.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to
reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 75%
(
2024: 75%
)
of our planning
materiality, namely £2.6m
(
2024: £2.4m
)
. We have set performance materiality at this percentage
due to our assessment of the control environment and assessment that there is a lower likelihood of
misstatements.
Audit work was undertaken at component locations for the purpose of responding to the assessed
risks of material misstatement of the Group financial statements. The performance materiality set
for each component is based on the relative scale and risk of the component to the Group as a
whole and our assessment of the risk of misstatement at that component. In the current year, the
range of performance materiality allocated to components was £0.5m to £1.9m
(
2024: £0.5m to
£2.0m
)
.
Independent Auditor’s Report to the Members of Genuit Group plc continued
176
Financial Statements
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 141, the Directors
are responsible for the preparation of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Directors either intend
to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs
(
UK
)
will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
– the Parent Company financial statements and the part of the Directors’ Remuneration Report to
be audited are not in agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the group and company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing
Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 138;
– Directors’ explanation as to its assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 137 and 138;
– Directors’ statement on whether it has a reasonable expectation that the Group will be able to
continue in operation and meets its liabilities set out on pages 137 and 138;
– Directors’ statement on fair, balanced and understandable set out on page 132;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on pages 128;
– The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems set out on page 126; and
– The section describing the work of the Audit Committee set out on pages 129 – 136.
177
Financial Statements
Other matters we are required to address
– Following the recommendation from the Audit Committee, we were appointed by the Company
in 2012 to audit the Group’s financial statements for the year ending 31 December 2012 and
subsequent financial periods. In 2014, upon the Group’s listing on the London Stock Exchange the
Group became subject to the rotation requirements under the UK Corporate Governance Code,
Competition and Markets Authority and the EU Audit Directive.
– The period of total uninterrupted engagement since the Group was subject to these rotation
requirements is 12 years. In total the period of uninterrupted engagement including previous
renewals and reappointments is 14 years, covering the years ending 31 December 2012 to
31 December 2025.
– The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Mark Morritt
(
Senior statutory auditor
)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Leeds
10 March 2026
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and Management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to
the Group and determined that the most significant are frameworks which are directly relevant
to specific assertions in the financial statements are those that relate to the reporting framework
(
UK adopted international accounting standards, the Companies Act 2006 and UK Corporate
Governance Code
)
. In addition, we concluded that there are certain significant laws and
regulations which may have an effect on the determination of the amounts and disclosures in the
financial statements including the relevant tax compliance regulations in the UK and those laws
and regulations relating to health and safety and employee matters.
– We understood how Genuit Group plc is complying with those frameworks by making enquiries
of Group and Component Management, as well as those charged with governance. We
corroborated our enquiries through our review of Board minutes and papers provided to the
Audit Committee. Further, through our detailed audit procedures we have considered whether
any evidence has been identified that indicates non-compliance with the relevant laws and
regulations has occurred.
– We assessed the susceptibility of the Group’s financial statements to material misstatement,
including how fraud might occur by understanding the Group’s performance against market
expectations; understanding the Group’s performance against internal key performance
indicators used when calculating Management’s variable remuneration, identifying key judgments
and estimates including rebate accounting that can materially impact the financial statements;
and understanding the controls and processes in place for the prevention and detection of
fraudulent activity and financial reporting.
– Based on this understanding we designed our audit procedures to identify non-compliance
with such laws and regulations. Our procedures involved those outlined in the revenue and rebate
key audit matters above, as well as testing manual journals recorded at the component and
consolidation level and understanding unusual and one-off transactions. Where relevant, we have
corroborated the basis of accounting judgements and estimates with employees and specialists
outside of the finance functions such as the Company Secretary, the Group IT function, the Group
Legal function, Commercial Management and through reading any correspondence with
regulatory bodies.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Independent Auditor’s Report to the Members of Genuit Group plc continued
178
Financial Statements
For the year ended 31 December 2025
2025
2024
Notes
Underlying
£m
Non-
underlying
†
£m
Total
£m
Underlying
£m
Non-
underlying
†
£m
Total
£m
Revenue
5
Cost of sales
6, 8
(335.7 )
(1.3 )
(337.0 )
(311.5 )
(310.5 )
Gross profit
(1.3 )
Selling and distribution costs
(81.3 )
(81.3 )
(75.2 )
(75.2 )
Administration expenses
8
(89.9 )
(8.5 )
(98.4 )
(81.7 )
(7.2 )
(88.9 )
Amortisation of intangible assets
8
(0.8 )
(13.7 )
(14.5 )
(0.7 )
(14.4 )
(15.1 )
Impairment of intangible assets
8
(1.2 )
(1.2 )
Impairment of goodwill
8
(12.4 )
(12.4 )
Operating profit
5, 6
(24.7 )
(33.0 )
Finance costs
11
(12.4 )
(12.4 )
(12.9 )
(12.9 )
Finance revenue
11
Profit before tax
5
(24.7 )
(33.0 )
Income tax
8, 12
(18.3 )
(13.0 )
(18.2 )
(12.8 )
Profit for the year attributable to the owners of the Parent Company
(19.4 )
(27.6 )
Basic earnings per share
(
pence
)
13
Diluted earnings per share
(
pence
)
13
Dividend per share
(
pence
)
– interim
14
Dividend per share
(
pence
)
– final
14
†
Non-underlying items are presented separately. The definition of non-underlying items is included in the Group Accounting Policies on page 189. Non-underlying items are detailed in Note 8 to the consolidated financial statements.
Group Income Statement
179
Financial Statements
Group Statement of Comprehensive Income
For the year ended 31 December 2025
2025
£m
2024
£m
Profit for the year
Other comprehensive
(
expense
)
/income:
Items which may in the future be reclassified to the income statement:
Effective portion of changes in fair value of forward foreign currency derivatives
(0.3 )
Effective portion of changes in fair value of interest rate derivatives
(0.5 )
Exchange differences on translation of foreign operations
(0.1 )
Other comprehensive expense for the year net of tax
(0.3 )
(0.3 )
Total comprehensive income for the year
180
Financial Statements
At 31 December 2025
Notes
2025
£m
2024
£m
Non-current liabilities
Loans and borrowings
27
(224.1 )
(145.2 )
Lease liabilities
16, 27
(18.9 )
(20.2 )
Deferred income tax liabilities
12
(60.8 )
(49.0 )
Total non-current liabilities
(303.8 )
(214.4 )
Total liabilities
(438.7 )
(350.0 )
Net assets
Capital and reserves
Equity share capital
24
Share premium
24
Capital redemption reserve
24
Hedging reserve
24
(0.4 )
(0.1 )
Foreign currency retranslation reserve
24
(0.2 )
(0.2 )
Other reserves
24
Retained earnings
Total equity
The consolidated financial statements were approved for issue by the Board of Directors and signed
on its behalf by:
Joe Vorih
Tim Pullen
Director
Director
10 March 2026
10 March 2026
Company Registration No. 06059130
At 31 December 2025
Notes
2025
£m
2024
£m
Non-current assets
Property, plant and equipment
15
Right-of-use assets
16
Intangible assets
17
Total non-current assets
5
Current assets
Inventories
21
Trade and other receivables
22
Income tax receivable
Cash and cash equivalents
23
Assets held-for-sale
19
Total current assets
Total assets
Current liabilities
Trade and other payables
26
(124.8 )
(128.2 )
Lease liabilities
16, 27
(9.9 )
(7.4 )
Liabilities held-for-sale
19
(0.2 )
Total current liabilities
(134.9 )
(135.6 )
Group Balance Sheet
181
Financial Statements
For the year ended 31 December 2025
Notes
Equity
share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Own
shares
£m
Hedging
reserve
£m
Foreign
currency
retranslation
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 31 December 2023
(0.1 )
Profit for the year
Other comprehensive expense
(0.2 )
(0.1 )
(0.3 )
Total comprehensive
(
expense
)
/income for the year
(0.2 )
(0.1 )
Dividends paid
14
(30.8 )
(30.8 )
Share-based payments charge
25
Share-based payments settled
Share-based payments excess tax benefit
At 31 December 2024
(0.1 )
(0.2 )
Profit for the year
Other comprehensive expense
(0.3 )
(0.3 )
Total comprehensive
(
expense
)
/income for the year
(0.3 )
Dividends paid
14
(31.3 )
(31.3 )
Issue of share capital
24
Share-based payments charge
25
Share-based payments excess tax benefit
(0.1 )
(0.1 )
At 31 December 2025
(0.4 )
(0.2 )
Group Statement of Changes in Equity
182
Financial Statements
Group Cash Flow Statement
For the year ended 31 December 2025
Notes
2025
£m
2024
£m
Operating activities
Profit before tax
Finance costs
11
Finance revenue
11
(0.9 )
Operating profit
Non-cash items:
Research and development expenditure credit
6
(1.6 )
(1.5 )
Software supplier dispute (underlying)
(0.9 )
Employment matters (underlying)
(0.5 )
Non-underlying items:
8
– unwind of inventory fair value adjustment
– employee matters
(1.1 )
– product liability claim
(0.2 )
– restructuring costs
– acquisition related costs
– systems and process transformation costs
– software supplier dispute
– profit on disposal of property, plant and equipment
(1.5 )
(1.1 )
– amortisation of intangible assets
– impairment of intangible assets held-for-sale
– impairment of property, plant and equipment held-for-sale
– impairment of right-of-use property
– impairment of goodwill
8, 17
Depreciation of property, plant and equipment
5, 15
Depreciation of right-of-use assets
5, 16
Amortisation of internally generated intangible assets
Share-based payments
25
Cash non-underlying items:
– Settlement of acquisition related costs
18
(3.1 )
(7.6 )
– Settlement of software supplier dispute
(3.9 )
– Settlement of restructuring costs
(4.2 )
(2.2 )
– Settlement of other exceptional costs
(1.1 )
(2.9 )
Operating cash flows before movement in working capital
Movement in working capital:
Receivables
(5.1 )
Payables
(11.6 )
For the year ended 31 December 2025
Notes
2025
£m
2024
£m
Inventories
Cash generated from operations
Income tax paid
(11.9 )
(10.4 )
Interest received
Net cash flows from operating activities
Investing activities
Acquisition of businesses net of cash at acquisition
18
(105.6 )
(5.2 )
Settlement of deferred and contingent consideration
(1.6 )
Proceeds from disposal of assets held-for-sale
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
(27.6 )
(25.6 )
Purchase of intangible assets
(2.6 )
(1.1 )
Net cash flows from investing activities
(133.2 )
(27.9 )
Financing activities
Debt issue costs
(0.4 )
Drawdown of bank borrowings
Repayment of bank borrowings
(156.6 )
(68.0 )
Interest paid
(9.7 )
(11.4 )
Dividends paid
14
(31.3 )
(30.8 )
Proceeds from exercise of share options
Settlement of lease liabilities
16
(9.6 )
(10.6 )
Net cash flows from financing activities
(50.6 )
Net change in cash and cash equivalents
Cash and cash equivalents at 1 January
23
Net foreign exchange difference
Cash and cash equivalents at 31 December
23
183
Financial Statements
Financial Statements
184
Notes to the Group Financial Statements
For the year ended 31 December 2025
The consolidated financial statements of the Group for the year ended 31 December 2025 were
authorised for issue by the Board of Directors on 10 March 2026 and the balance sheet was signed
on the Board’s behalf by Joe Vorih and Tim Pullen.
The principal activity of the Group is the provision of sustainable water and climate management
The basis of preparation and accounting policies used in preparing the consolidated historical
financial information for the year ended 31 December 2025 are set out below. These accounting
policies have been consistently applied in all material respects to all the periods presented.
The Group’s consolidated financial statements have been prepared in accordance with
UK‑adopted International Accounting Standards
(
UK‑adopted IAS
)
.
The accounting policies which follow set out those policies which apply in preparing
the consolidated financial statements for the year ended 31 December 2025.
The Group’s consolidated financial statements have been prepared on a historical cost basis
except for derivative financial instruments and deferred and contingent consideration that
have been measured at fair value. The consolidated financial statements are presented
in Pounds Sterling and all values are rounded to one decimal place of a million
(
£m
)
unless
The Directors have made enquiries into the adequacy of the Group’s financial resources, through
a review of the Group’s budget and medium‑term financial plan, including cash flow forecasts.
The Group has modelled a range of scenarios, with the base forecast being one in which, over the
22 months ending 31 December 2027, sales volumes grow in line with or moderately above external
construction industry forecasts. In addition, the Directors have considered several downside
scenarios, including adjustments to the base forecast, a period of significantly lower like‑for‑like
sales, profitability and cash flows. Consistent with our principal risks and uncertainties, these
downside scenarios included, but were not limited to, loss of production, loss of a major customer,
product failure, recession, increases in interest rates and increases in raw material prices. Downside
scenarios also included a combination of these risks, and reverse stress testing.
The financial impact of the climate‑related risks disclosed within the Task Force on Climate‑Related
Financial Disclosures Report on pages 46 to 58 of the Strategic Report continue to be assessed.
The Directors conclude that there is no material adverse impact of climate change in the short
or medium term, and hence have not included any impacts in either the base case or downside
scenarios of the going concern assessment. The Group has not experienced material adverse
disruption during periods of adverse or extreme weather in recent years and do not expect this
to occur to a material level over the period of the going concern assessment.
At 31 December 2025, the Group had available £175.0m of undrawn committed borrowing facilities
in respect of which all conditions precedent had been met. These borrowing facilities are available
until at least August 2028, subject to covenant headroom. The Directors are satisfied that the Group
has sufficient liquidity and covenant headroom to withstand reasonable variances to the base
forecast, as well as the downside scenarios. In addition, the Directors have noted the range of
possible additional liquidity options available to the Group, should they be required.
As a result, the Directors have satisfied themselves that the Group has adequate financial resources
to continue in operational existence for a period to 31 December 2027. Accordingly, they continue to
The consolidated financial statements comprise the financial statements of the Group and its
subsidiaries at 31 December 2025. Control is achieved when the Group is exposed, or has rights,
to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
– power over the investee
(
i.e. existing rights that give it the current ability to direct the relevant
activities of the investee
)
;
– exposure, or rights, to variable returns from its involvement with the investee; and
– the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated financial statements from the date
the Group gains control until the date the Group ceases to control the subsidiary.
The Group holds 100% of the equity and controls 100% of the voting rights in all subsidiaries, with
the exception of Equaflow Ltd, Sustainable Water and Drainage Systems BV, Sustainable Water
and Drainage Systems Limited and Water Management Solutions LLC
(
which has not traded since
incorporation in Qatar in 2015
)
.
The treatment of non‑controlling interests or any other non‑voting right factors in respect of control
2. Summary of material accounting policies continued
Business combinations are accounted for using the acquisition method. The cost of an acquisition
is the total of the consideration transferred, measured at acquisition fair value. Acquisition costs
incurred are expensed and included in administration expenses in the income statement.
Identifiable intangible assets, meeting either the contractual‑legal or separability criterion
Goodwill arises on business combinations and represents the excess of the cost of an acquisition
over the fair value of the Group’s share of the identifiable assets, liabilities and contingent
liabilities acquired.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses
(
see Note 2.13
)
.
Goodwill has specific characteristics for impairment and is tested annually
(
at 31 December
)
or when circumstances indicate that the carrying amount may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash generating unit
(
CGU
)
to which the goodwill relates. Each CGU or group of CGUs to which goodwill is allocated
represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes and is not larger than an operating segment before aggregation.
An impairment loss is recognised if the carrying amount of a CGU is determined to be greater
than its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less
costs to sell and its value‑in‑use. If an impairment is identified, the carrying value of the goodwill
Intangible assets arising on business combinations are initially measured at fair value.
Following initial recognition, intangible assets are carried at cost or fair value less accumulated
amortisation and accumulated impairment losses, if any. The useful lives of intangible assets
are assessed as either finite or indefinite. Intangible assets with finite lives are amortised on
a straight‑line basis over their expected useful life and are assessed for impairment whenever
there is an indication that the intangible asset may be impaired.
Amortisation of intangible assets is provided over the following expected useful lives:
Patents and brand names | 10 to 20 years |
Customer relationships and customer order book | 2 to 20 years |
Licences | 10 years |
Development costs | 4 to 10 years |
the Parent Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured in that
functional currency.
Transactions in foreign currencies are initially recognised by the Group entities at their respective
functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are re‑translated at the functional
currency spot rate of exchange at the balance sheet date. All differences arising on settlement or
Non‑monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates at the dates of the initial transactions.
The assets and liabilities of foreign operations are translated into Pounds Sterling at the rate
of exchange ruling at the balance sheet date. Income and expenses are translated at average
exchange rates prevailing. The resulting exchange differences are recognised in other
Revenue from contracts with customers is recognised when control of the goods is transferred
to the customer at an amount that reflects the consideration to which the Group expects to
be entitled to in exchange for those goods. The disclosure of significant accounting judgements
and estimates relating to revenue from contracts with customers is provided in Note 3.
i
)
Performance obligations
Revenue from sale of goods is recognised at the point in time when control of the goods is
transferred to the customer, generally on delivery of the goods. Our most commonly used
standard payment terms are 30 days net end of month.
The main source of variable consideration in our contracts with customers relates to volume
rebates. More information on the accounting for rebates is provided at
(
ii
)
and
(
iii
)
below. The Group’s
contracts do not typically include a significant financing component. Non‑cash consideration is not
a feature of the Group’s contractual arrangements.
ii
)
Variable consideration
If the consideration in a sales contract includes a variable amount, the Group estimates the amount
of consideration to which it will be entitled in exchange for transferring the goods to the customer.
The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will
not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Some sales contracts provide customers with sales volume rebates. The sales volume rebates give
rise to variable consideration.
iii
)
Sales volume rebates
The Group provides retrospective sales volume rebates to certain customers once, amongst other
matters, the quantity of goods purchased during a predetermined period exceeds thresholds
specified in the sales contract. To estimate the variable consideration for these expected future
rebates, the Group applies the most likely amount method for sales contracts with a single‑volume
threshold and the expected value method for sales contracts with more than one volume threshold.
The selected method that best predicts the amount of variable consideration is primarily driven by
the number of volume thresholds contained in the sales contract. The Group then applies the
requirements on constraining estimates of variable consideration and recognises a refund liability
for the expected future rebates. Sales volume rebate liabilities, both estimated and actual, are
Financial Statements
185
Notes to the Group Financial Statements continued
iii
)
Sales volume rebates continued
netted off against the associated trade receivables to the extent of the individual customer trade
receivable balance and where they are net settled. Any remaining credit balances are included in
Interest income is recognised as interest accrues on cash balances using the effective interest
method. The effective interest rate is the rate that exactly discounts estimated future cash receipts
Current income tax
Current income tax assets and liabilities for the current and prior years are measured at the
amount expected to be recovered from or paid to the tax authorities, based on income tax rates
and laws enacted or substantively enacted at the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements, with the
following exceptions:
– when the deferred tax liability or deferred tax asset arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to
equal taxable and deductible temporary differences;
– in respect of taxable temporary differences associated with investments in subsidiaries, where
the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future; and
– deferred income tax assets are recognised only to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, carried forward tax credits
or tax losses can be utilised.
For deductible temporary differences associated with investments in subsidiaries, it must
additionally be probable that the temporary differences will reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date.
Deferred income tax assets and liabilities are only offset if a legally enforceable right exists to
set off current income tax assets against current income tax liabilities and the deferred income
taxes relate to the same tax authority and that authority permits the Group to make a single
net payment.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the income
tax rates that are expected to apply when the asset is realised or the liability is settled, based on
income tax rates and laws enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited to other comprehensive income if it relates to items that are
charged or credited to other comprehensive income. Similarly, income tax is charged or credited
directly to equity if it relates to items that are charged or credited directly to equity. Otherwise,
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Cost comprises the aggregate amount paid and the fair value of any
other consideration given to acquire the asset and includes costs directly attributable to making
the asset capable of operating as intended.
on a straight‑line basis over its expected useful life as follows:
Freehold land | Nil |
Freehold buildings | Over expected useful life not exceeding 50 years |
Plant and other equipment | 4 to 15 years |
The carrying amounts of property, plant and equipment are reviewed for impairment if events or
changes in circumstances indicate the carrying amount may not be recoverable, and are written
down immediately to their recoverable amount. Useful lives, residual values and depreciation
methods are reviewed at each financial year end, and where adjustments are required, these
are made prospectively.
An item of property, plant and equipment and any significant part initially recognised is
derecognised upon disposal or where no future economic benefits are expected to arise from the
continued use of the asset. Any profit or loss arising on the derecognition of the asset
(
calculated
as the difference between the net disposal proceeds and the carrying amount of the asset
)
(
SaaS
)
Under SaaS arrangements the Group does not currently control the underlying software used in the
agreement. These arrangements are accounted for as a service contract and expensed in the
Group Income Statement over the contract term, unless the Group has both a contractual right to
take possession of the software at any time, and the ability to run the software independently of the
host vendor. In such cases, the licence agreement is capitalised as software within intangible assets.
The Group’s policy in relation to costs incurred to configure or customise the software to specific
requirements is as follows:
– where costs incurred result in the creation of a separately identifiable resource controlled by the
Group, and where the Group has the power to obtain the future economic benefit flowing from
the underlying resource, such costs would be capitalised as software within intangible assets; and
– where costs incurred do not result in the recognition of an intangible asset then the costs are
expensed as incurred. Costs are included within non‑underlying items in the income statement
if they relate to significant strategic projects and are considered to meet the Group’s definition
of non‑underlying items.
Financial Statements
186
Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
2.6 Revenue from contracts with customers and interest income continued
2.6.1 Sale of goods continued
2. Summary of material accounting policies continued
Research costs are expensed as incurred. Development costs on individual projects are recognised
as an intangible asset when the Group can demonstrate:
– the technical feasibility of completing the intangible asset so that it will be available for use or sale;
– its intention to complete and its ability to use or sell the asset;
– how the asset will generate future economic benefits;
– the availability of resources to complete the asset; and
– the ability to measure reliably the expenditure during development.
Other internally generated intangible assets are not capitalised and expenditure is reflected in the
Assets classified as held‑for‑sale are measured at the lower of carrying amount and fair value less
costs to sell. Assets are classified as held‑for‑sale if their carrying amount will be recovered through
a sale transaction rather than through continuing use. This condition is regarded as met only when
the sale is highly probable, expected to be completed within one year from the date of classification,
the asset is available for immediate sale in its present condition and accordingly included in current
The Group assesses at each balance sheet date whether there are any indicators that an asset
may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount in order to determine the extent of the
impairment loss. The recoverable amount of an asset or Cash Generating Unit
(
CGU
)
is the higher of
its fair value less costs to sell and its value‑in‑use, and it is determined for an individual asset, unless
the asset does not generate cash flows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount. In assessing value‑in‑use, the
estimated future pre‑tax cash flows are mid‑year 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. In determining fair value less costs to sell, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used.
These calculations are corroborated by valuation multiples or other available fair value indicators.
The Group bases its impairment calculations on detailed budgets and industry forecast calculations
which are prepared separately for each of the Group’s CGUs to which the individual assets are
allocated. These budgets and industry forecast calculations are generally covering a period of five
years. For longer periods, a long‑term growth rate is calculated and applied to project future cash
flows after the fifth year.
Impairment losses are recognised in the income statement in those expense categories consistent
Right-of-use assets
The Group recognises right‑of‑use assets at the commencement date of the lease
(
i.e. the date
the underlying asset is available for use
)
. Right‑of‑use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right‑of‑use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less
any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the
leased asset at the end of the lease term, the recognised right‑of‑use assets are depreciated
on a straight‑line basis over the shorter of their expected useful life and the lease term. Right‑of‑use
assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include fixed
payments
(
including in‑substance fixed payments
)
less any lease incentives receivable, and
amounts expected to be paid under residual value guarantees. The lease payments also include
the exercise price of a purchase option reasonably certain to be exercised by the Group and
payments of penalties for terminating a lease, if the lease term reflects the Group exercising the
option to terminate.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate
at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short‑term lease recognition exemption to its short‑term leases of
machinery and equipment
(
i.e. those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option
)
. It also applies the lease of low‑value
assets recognition exemption to leases that are considered of low value. Lease payments on
short‑term leases and leases of low‑value assets are recognised as an expense on a straight‑line
basis over the lease term.
Determining the lease term of contracts with renewal options
The Group determines the lease term as the non‑cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases, to lease the assets for additional terms.
The Group applies judgement in evaluating whether it is reasonably certain to exercise the
option to renew. That is, it considers all relevant factors that create an economic incentive for it
to exercise the renewal. After the commencement date, the Group re‑assesses the lease term
if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise
(
or not to exercise
)
the option to renew
(
e.g. a change in business strategy
)
Financial Statements
187
Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
)
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income, or fair value through profit or loss
(
FVTPL
)
.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception
of trade receivables that do not contain a significant financing component, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not recognised at
FVTPL, transaction costs. Trade receivables that do not contain a significant financing component
are measured at the transaction price determined under IFRS 15.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both.
The Group’s financial assets include cash and cash equivalents and trade and other receivables.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification. The Group
does not currently hold any fair value through other comprehensive income financial assets.
Financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
– the financial asset is held within a business model with the objective to hold financial assets
in order to collect contractual cash flows; and
– the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes cash and cash equivalents and
trade receivables.
The Group recognises an allowance for expected credit losses
(
ECLs
)
for all financial assets not held
at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract, and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate.
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each balance sheet date. The Group has established a provision matrix that
is based on its historical credit loss experience, adjusted for forward‑looking factors specific to
)
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and
borrowings, payables, lease liabilities or as derivatives designated as hedging instruments in
an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, lease liabilities, deferred
and contingent consideration, loans and borrowings including bank overdrafts, and derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Derivative financial instruments are classified as FVTPL unless they are designated as effective
hedging instruments. Gains and losses on such derivatives are recognised in the income statement.
However, in the current and prior period all derivatives have been designated as hedging
instruments in effective hedging relationships. Further information on their accounting is provided
at 2.16 below. As such, the only financial liability at FVTPL is the deferred and contingent consideration
(
see Note 18
)
After initial recognition, interest‑bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest method. Profits and losses arising on the repurchase,
settlement or otherwise cancellation of liabilities are recognised in finance revenues and finance
A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts, together with any costs or fees
Financial Statements
188
Notes to the Group Financial Statements continued
2.15 Financial instruments – initial recognition and subsequent measurement continued
)
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance
sheet if there is a currently enforceable legal right to offset the recognised amounts and there
The Group uses derivative financial instruments to hedge its foreign currency risks and interest rate
risk through forward foreign currency exchange contracts and interest rate swaps. The Group
does not use derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into,
and they are subsequently remeasured to their fair value at the end of each reporting period.
The accounting for subsequent changes in fair value depends on whether the derivative is
designated as a hedging instrument and, if so, the nature of the item being hedged. For the purpose
of hedge accounting, hedges are classified as cash flow hedges when hedging the exposure to
variability in cash flows that is either attributable to a particular risk associated with a recognised
asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment.
Cash flow hedge
Cash flow hedging matches the cash flows of hedged items against the corresponding cash
flows of the derivative. The effective part of any profit or loss on the derivative is recognised directly
in other comprehensive income and the hedged item is accounted for in accordance with the
policy for that financial instrument. Any ineffective part of any profit or loss is recognised
immediately in the income statement. Amounts taken to other comprehensive income are
transferred to the income statement when the hedged transaction affects profit or loss, such
as when a forecast sale or purchase occurs.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated,
or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative profit or loss
on the hedging instrument recognised in equity is retained in equity until the forecast transaction
occurs. If a hedged transaction is no longer expected to occur, the net cumulative profit or loss
recognised in equity is transferred to the income statement for the period.
Note 29 sets out the details of the fair values of the derivative financial instruments used for hedging
The Group measures financial instruments, such as derivatives, at fair value at each balance
sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between the market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
– in the principal market for the asset or liability; or
– in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group. The fair value
of financial instruments that are traded in active markets at the balance sheet date is determined
by reference to quoted market prices or dealer price quotations, without any deduction for
transaction costs.
For financial instruments not traded in an active market, the fair value is determined using
appropriate valuation techniques. Such techniques may include using recent arm’s length market
transactions; reference to the current fair value of another instrument that is substantially the same;
discounted cash flow analysis; or other valuation models.
An analysis of fair values of financial instruments and further details as to how they are measured is
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred
in bringing each product to its present location and condition, as follows:
– Raw materials – purchase cost on a first in, first out basis.
– Work in progress and finished goods – cost of direct materials and labour plus attributable
overheads based on a normal level of activity.
Net realisable value is based on estimated selling price less any further costs expected to be
The Group operates defined contribution pension plans. Contributions payable in the year
are charged to the income statement. The assets are held separately from those of the Group
in an independently administered fund. Differences between contributions payable in the
year and contributions actually paid are shown as either accruals or prepayments in the
2.21 Non-underlying items
The Group presents amortisation and impairment of intangible assets arising on business
combinations, the un‑wind of inventory fair value adjustments resulting from acquisitions, significant
profit on disposal of property, plant and equipment, restructuring costs, non‑recurring operating
costs and tax, as non‑underlying items on the face of the income statement. These are items of
income and expense which, because of the nature and expected infrequency of the events giving
rise to them, the Directors consider merit separate presentation to provide a better and more
consistent indication of the Group’s underlying financial performance and a more meaningful
comparison with prior and future periods to assess trends in financial performance. The tax effect
of the above is also included.
Financial Statements
189
Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
2. Summary of material accounting policies continued
In the case of equity‑settled schemes, the fair value of options granted is recognised as an
employee expense with a corresponding increase in equity. The fair value is measured at the date
of grant and spread over the period during which the employees become unconditionally entitled
to the options. The value of the options is measured using the Black–Scholes and Monte Carlo
models, taking into account the terms and conditions
(
including market and non‑vesting conditions
)
upon which the options were granted. Non‑market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based on the number of
options that eventually vest. No expense is recognised for awards that do not ultimately vest, except
for equity‑settled transactions where vesting is conditional upon a market or non‑vesting condition,
which are treated as vesting irrespective of whether or not the market or non‑vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation
The Group recognises a liability to pay a dividend when the distribution is authorised and the
distribution is no longer at the discretion of the Group. Under UK company law a distribution
is authorised when it is approved by the shareholders. A corresponding amount is then recognised
The Group operates an Employee Benefit Trust
(
EBT
)
. The Group and/or the EBT holds Genuit Group
plc shares for the granting of Genuit Group plc shares to employees and Directors. These shares are
recognised at cost and presented in the balance sheet as a deduction from equity. No profit or loss
is recognised in the income statement on the purchase, sale, issue or cancellation of these shares.
No dividends are earned on these shares, and they are ignored for the purposes of calculating the
Provisions are recognised when the Group has a present obligation
(
legal or constructive
)
as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation.
Restructuring provisions are recognised only when the Group has a constructive obligation,
which is when a detailed formal plan identifies the business or part of the business concerned, the
location and number of employees affected, a detailed estimate of the associated costs, and an
The preparation of the Group’s consolidated financial statements requires management to make
judgements, estimates and assumptions in applying the Group’s accounting policies to determine
the reported amounts of revenue, expenses, assets and liabilities, and the accompanying
disclosures. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances. The estimates
and underlying assumptions are reviewed on an ongoing basis, with revisions to accounting
estimates applied prospectively.
3.1 Critical accounting judgements
Critical judgements, apart from those involving estimations, that are applied in the preparation
of the consolidated Group financial statements in the years ended 31 December 2025 and 2024
are discussed below:
The measurement of fair values on a business combination requires the recognition and
measurement of the identifiable assets, liabilities and contingent liabilities. The key judgements
involved are the identification of which intangible assets meet the recognition criteria as set out
in IAS 38, the fair values attributable to those intangible assets, and the useful lives of individual
The Group’s pricing structure involves rebate arrangements with several of its direct and indirect
customers. These can be complex in nature and involve judgement in determining the required
level of provision for rebate liabilities, particularly where the Group is reliant on information from
3.1.3 Classification of underlying versus non-underlying
The Group presents as non‑underlying those items of income and expense which, because of the
nature and expected infrequency of the events giving rise to them, merit separate presentation to
provide a better and more consistent indication of the Group’s financial performance in the period.
This assessment requires judgement as to whether an item is non‑recurring or outside the normal
course of business.
3.2 Key sources of estimation uncertainty
The key assumptions about the future, and other key sources of estimation uncertainty at the
reporting period end, that may have a significant risk of causing a material adjustment to the
carrying amount of assets and liabilities within the next financial year are discussed below:
Non‑financial assets include goodwill, other intangible assets and property, plant and equipment.
In accordance with IFRS, the Group considers whether there are any indicators of impairment
of these assets. Where indicators of impairment are identified, the Group tests the asset for
impairment. Goodwill is tested for impairment annually
(
at 31 December
)
or more frequently
when circumstances indicate that the carrying amount may be impaired.
Financial Statements
190
Notes to the Group Financial Statements continued
The Group’s impairment test for goodwill is based on a value‑in‑use calculation, using a cash
flow model with mid‑year discounting applied. The aim of the test is to ensure that goodwill is
not carried at a value greater than the recoverable amount. The cash flows are derived from
the budgets and forecasts for the next five years and do not include restructuring activities
that the Group is not yet committed to or significant future investments that will enhance the
performance of the asset or the CGU. The recoverable amount is most sensitive to the discount
rate used for the discounted cash flow model as well as the expected future cash flows and
the growth rate used for extrapolation purposes. The key assumptions used to determine the
3.3 Climate change
In preparing the consolidated financial statements the Group has considered the impact of both
physical and transition climate change risks as well as its plans to mitigate against those risks on
the current valuation of its assets and liabilities. The Group does not believe that there is a material
impact on the financial reporting judgements and estimates arising from our considerations and
as a result the valuations of our assets or liabilities have not been significantly impacted by these
risks as at 31 December 2025.
In coming to this conclusion, the Group has reviewed the balance sheet and identified those line
items that have the potential to be significantly impacted by climate‑related risks and the plans to
mitigate against these risks. The line items that have the potential to be significantly impacted have
then been reviewed in detail to confirm:
– The growth rates and projected cash flows, used in assessing whether the goodwill and
indefinite‑life intangibles are impaired, are consistent with the climate‑related risk assumptions
Accounting standards or interpretations which have been adopted in the year
There were no accounting standards or interpretations that have become effective in the
year which had an impact on disclosures, financial position or performance.
Accounting standards or interpretations issued but not yet effective
The new and amended accounting standards and interpretations that are issued, but not
yet effective and applicable to the Group, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt these new and amended
standards and interpretations when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
(
effective for annual periods
beginning on or after 1 January 2027
)
IFRS 18 will replace IAS 1 Presentation of Financial Statements, introducing new requirements that
will help to achieve comparability of the financial performance of similar entities and provide more
relevant information and transparency to users. The Group is assessing the impact of the new
standard on the consolidated financial statements of the Group in future periods, however no
IFRS 8, Operating Segments, requires operating segments to be identified on the basis of the internal
financial information reported to the Chief Operating Decision Maker
(
CODM
)
. The Group’s CODM is
deemed to be the Board of Directors, which is primarily responsible for the allocation of resources to
segments and the assessment of performance of the segments.
The Group’s operating segments are aligned with the Group’s Sustainable Solutions for Growth
strategy, comprising three strategic Business Units – Climate Management Solutions
(
CMS
)
, Water
Management Solutions
(
WMS
)
and Sustainable Building Solutions
(
SBS
)
. The reporting segments are
organised based on the nature of the end markets served. The Group’s reporting segments are its
operating segments, so no aggregation has been performed under IFRS 8 to arrive at reportable
segments. Inter‑segment sales are on an arm’s length basis in a manner similar to transactions with
third parties. ‘Other’ segments relates to Polypipe Italia SRL which did not form part of the Group’s
strategic Business Units in 2024 and 2025 but will form part of the Water Division for 2026 onwards.
| 2025 | |||||
Climate | Water | Sustainable | |||
Management | Management | Building | |||
Solutions | Solutions | Solutions | Other | Total | |
£m | £m | £m | £m | £m | |
Segmental revenue | 180.2 | 188.1 | 267.4 | 8.1 | 643.8 |
Inter‑segment revenue | ( 1.3 ) | ( 18.6 ) | ( 20.6 ) | ( 1.2 ) | ( 41.7 ) |
Revenue | 178.9 | 169.5 | 246.8 | 6.9 | 602.1 |
Underlying operating profit* | 24.4 | 9.6 | 59.9 | 0.5 | 94.4 |
Non‑underlying items – segmental | ( 12.4 ) | ( 5.3 ) | ( 3.0 ) | – | ( 20.7 ) |
Non‑underlying items – Group | ( 4.0 ) | ||||
Segmental operating profit | 12.0 | 4.3 | 56.9 | 0.5 | 69.7 |
Finance costs | ( 12.4 ) | ||||
Finance revenue | 0.9 | ||||
Profit before tax | 58.2 | ||||
*
Underlying operating profit is stated before non‑underlying items as defined in the Group Accounting Policies on page 189
and is the measure of segmental profit used by the Group’s CODM. Details of the non‑underlying items of £24.7m (2024: £33.0m)
are set out below at non‑underlying items before tax.
3.2 Key sources of estimation uncertainty continued
3.2.1 Impairment of non-financial assets continued
Financial Statements
191
Notes to the Group Financial Statements continued
3. Judgements and key sources of estimation uncertainty continued
5. Segment information continued
| 2024 | |||||
Climate | Water | Sustainable | |||
Management | Management | Building | |||
Solutions | Solutions | Solutions | Other | Total | |
£m | £m | £m | £m | £m | |
Segmental revenue | 164.8 | 183.3 | 252.7 | 7.8 | 608.6 |
Inter‑segment revenue | ( 3.2 ) | ( 22.4 ) | ( 21.0 ) | ( 0.7 ) | ( 47.3 ) |
Revenue | 161.6 | 160.9 | 231.7 | 7.1 | 561.3 |
Underlying operating profit* | 24.0 | 13.6 | 54.4 | 0.2 | 92.2 |
Non‑underlying items – segmental | ( 24.9 ) | ( 0.2 ) | ( 1.7 ) | – | ( 26.8 ) |
Non‑underlying items – Group | ( 6.2 ) | ||||
Segmental operating profit | ( 0.9 ) | 13.4 | 52.7 | 0.2 | 59.2 |
Finance costs | ( 12.9 ) | ||||
Finance revenue | – | ||||
Profit before tax | 46.3 | ||||
*
Underlying operating profit is stated before non‑underlying items as defined in the Group Accounting Policies on page 189
and is the measure of segmental profit used by the Group’s CODM. Details of the non‑underlying items of £24.7m (2024: £33.0m)
are set out below at non‑underlying items before tax.
Property, plant and equipment additions
2025 | 2024 | |
£m | £m | |
Climate Management Solutions | 2.2 | 3.2 |
Water Management Solutions | 8.9 | 8.3 |
Sustainable Building Solutions | 14.9 | 12.6 |
Other | 1.6 | 1.5 |
Total – Group | 27.6 | 25.6 |
Right-of-use asset additions
2025 | 2024 | |
£m | £m | |
Climate Management Solutions | 1.8 | 0.8 |
Water Management Solutions | 1.4 | 5.9 |
Sustainable Building Solutions | 1.0 | 5.0 |
Other | 0.3 | 1.3 |
Total – Group | 4.5 | 13.0 |
Depreciation of property, plant and equipment
2025 | 2024 | |
£m | £m | |
Climate Management Solutions | 2.7 | 2.7 |
Water Management Solutions | 5.9 | 3.9 |
Sustainable Building Solutions | 12.1 | 12.2 |
Other | 0.3 | 0.4 |
Total – Group | 21.0 | 19.2 |
Depreciation of right-of-use assets
2025 | 2024 | |
£m | £m | |
Climate Management Solutions | 1.7 | 1.6 |
Water Management Solutions | 2.5 | 2.2 |
Sustainable Building Solutions | 2.9 | 2.9 |
Other | 0.6 | 0.4 |
Total – Group | 7.7 | 7.1 |
Financial Statements
192
Notes to the Group Financial Statements continued
5. Segment information continued
2025 | 2024 | |
£m | £m | |
Climate Management Solutions: | ||
Impairment of goodwill | – | 12.4 |
Amortisation of intangible assets | 10.0 | 12.2 |
Restructuring costs | 1.8 | 0.2 |
Acquisition related costs | 0.2 | 0.4 |
Profit on disposal of property, plant and equipment | – | ( 0.3 ) |
Unwind of inventory fair value adjustment | 0.4 | – |
Water Management Solutions: | ||
Amortisation of intangible assets | 1.7 | 0.5 |
Restructuring costs | 2.1 | 0.9 |
Impairment of right‑of‑use property | 0.2 | – |
Impairment of intangible assets held‑for‑sale | 1.2 | – |
Product liability claim | ( 0.2 ) | 0.1 |
Impairment of property, plant and equipment held‑for‑sale | 0.3 | – |
Profit on disposal of property, plant and equipment | – | ( 1.3 ) |
Sustainable Building Solutions: | ||
Amortisation of intangible assets | 2.0 | 1.7 |
Restructuring costs | 1.0 | 0.9 |
Acquisition related costs | 0.4 | – |
Employment matters | – | ( 1.2 ) |
Unwind of inventory fair value adjustment | 1.1 | – |
( Profit ) on disposal of property, plant and equipment | ( 1.5 ) | – |
Other | – | 0.3 |
2025 | 2024 | |
£m | £m | |
Total – segmental | 20.7 | 26.8 |
Other – restructuring costs | – | 0.1 |
Group – restructuring costs | 0.2 | 0.9 |
Group – acquisition related costs | 2.5 | 0.6 |
Group – loss on disposal of property, plant and equipment | – | 0.3 |
Group – systems and process transformation costs | 1.3 | – |
Group – supplier software dispute | - | 4.3 |
Total – Group | 24.7 | 33.0 |
Geographical analysis
2025 | 2024 | |
Revenue by destination | £m | £m |
UK | 536.4 | 499.3 |
Rest of Europe | 35.7 | 32.9 |
Rest of World | 30.0 | 29.1 |
Total – Group | 602.1 | 561.3 |
31 December | 31 December | |
2025 | 2024 | |
Non-current assets | £m | £m |
UK | 883.3 | 781.3 |
Rest of Europe | 10.2 | 9.6 |
Total – Group | 893.5 | 790.9 |
Non‑current assets for this purpose consist of property, plant and equipment, right‑of‑use assets,
goodwill and other intangible assets.
The Group had two customers
(
2024: one
)
which individually accounted for more than 10% of the
Group’s total net revenue during 2025. These customers individually contributed 10.7% and 10.1% of
Financial Statements
193
Notes to the Group Financial Statements continued
2025 | 2024 | |
£m | £m | |
Income statement charges | ||
Depreciation of property, plant and equipment | 21.0 | 19.2 |
Depreciation of right‑of‑use assets | 7.7 | 7.1 |
Cost of inventories recognised as an expense | 264.4 | 251.1 |
Research and development costs expensed | 7.6 | 7.4 |
Income statement credits | ||
Research and development expenditure credit | 1.6 | 1.5 |
The Group paid the following amounts to the Company’s auditor in respect of the audit of the
consolidated financial statements and for other services provided to the Group.
Auditor’s remuneration for audit services:
2025 | 2024 | |
£m | £m | |
Audit of the Company and Group’s annual financial statements | – | – |
Audit of the Company’s subsidiaries | 0.9 | 0.8 |
Total audit fees | 0.9 | 0.8 |
The Group paid the Company’s auditor £0.2m for audit‑related assurance services
(
2024: £0.2m
)
8. Non-underlying items
Non‑underlying items comprised:
2025 | 2024 | |||||
Gross | Tax | Net | Gross | Tax | Net | |
£m | £m | £m | £m | £m | £m | |
Cost of sales: | ||||||
Unwind of inventory fair value | ||||||
adjustment | 1.5 | ( 0.4 ) | 1.1 | – | – | – |
Employment matters | – | – | – | ( 1.1 ) | 0.1 | ( 1.0 ) |
Product liability claim | ( 0.2 ) | 0.1 | ( 0.1 ) | 0.1 | – | 0.1 |
Administration expenses: | ||||||
Restructuring costs | 5.1 | ( 1.3 ) | 3.8 | 1.8 | ( 0.5 ) | 1.3 |
Acquisition related costs | 3.1 | – | 3.1 | 1.1 | – | 1.1 |
Systems and process | ||||||
transformation costs | 1.3 | ( 0.4 ) | 0.9 | 1.1 | ( 0.3 ) | 0.8 |
Software supplier dispute | – | – | – | 4.3 | ( 1.1 ) | 3.2 |
Profit on disposal of property, | ||||||
plant and equipment | ( 1.5 ) | 0.5 | ( 1.0 ) | ( 1.1 ) | – | ( 1.1 ) |
Amortisation of intangible | ||||||
assets | 13.7 | ( 3.4 ) | 10.3 | 14.4 | ( 3.6 ) | 10.8 |
Impairment of intangible | ||||||
assets held-for-sale | 1.2 | ( 0.3 ) | 0.9 | – | – | – |
Impairment of property, plant | ||||||
and equipment held-for-sale | 0.3 | ( 0.1 ) | 0.2 | – | – | – |
Impairment of right-of-use | ||||||
property | 0.2 | – | 0.2 | – | – | – |
Impairment of goodwill | – | – | – | 12.4 | – | 12.4 |
Total non-underlying items | 24.7 | ( 5.3 ) | 19.4 | 33.0 | ( 5.4 ) | 27.6 |
The unwind of the inventory fair value adjustment relates to the fair value uplift of the inventory
acquired through the Monodraught and Davidson acquisitions that has been sold in the period
since acquisition.
In a prior year, provision was made for a product liability claim which in this year was settled. The
balance remaining has been credited back to non‑underlying items.
Financial Statements
194
Notes to the Group Financial Statements continued
8. Non-underlying items continued
Restructuring costs incurred in both years are in relation to the reorganisation of the Group. The
Group had finished its review of its operating footprint which resulted in the closure of two sites and
other costs in the prior year. A new project was undertaken in the current year which was separate
to the original review resulting in further restructuring costs. This included the sale of two properties
which accounts for the profit on disposal of £1.5m.
Acquisition related costs in the year ended 31 December 2025 relate to the acquisitions of
Monodraught and Davidson
(
2024: Sky Garden and Genuit UFH
)
, as well as costs associated with
other merger and acquisition activity.
Systems and process transformation costs relate to the design and configuration of software
projects that are significant and support the Group’s medium‑term strategy. This includes those in
respect of the Group‑wide ERP implementation which commenced in the second half of the year
ending 31 December 2025.
During the year ended 31 December 2025, the Board approved a plan to sell Polydeck Limited, a
subsidiary of the Genuit Group. The assets and liabilities of the disposal group have been impaired
to fair value resulting in an impairment to plant and equipment of £0.3m and intangible assets of
£1.2m.
An impairment of £0.2m has been recognised against a leased property that has been vacated in
the year; see Note 16.
Amortisation charged in both years relates to intangible assets arising on business combinations.
Prior‑year impairment of goodwill of £12.4m related to a 2021 acquisition. No further impairment has
been identified in the current year.
In the prior year to 31 December 2024, the Group incurred a one‑off cost of £4.3m in respect of a
dispute with a third party back‑office software supplier that was settled in that same year.
Staff costs
(
including Directors
)
comprised:
2025 | 2024 | |
£m | £m | |
Wages and salaries | 139.4 | 131.3 |
Social security costs | 17.0 | 13.3 |
Other pension costs | 9.1 | 6.3 |
165.5 | 150.9 |
Redundancy and related staff costs arising from Group restructuring of £4.3m
(
2024: £1.1m
)
are
excluded from the above analysis and are included within non‑underlying restructuring costs
(
Note 8
)
.
The average monthly number of persons employed by the Group by segment was as follows:
2025 | 2024 | |
Sustainable Building Solutions | 1,445 | 1,435 |
Water Management Solutions | 748 | 730 |
Climate Management Solutions | 999 | 907 |
Other | 163 | 149 |
Total – Group | 3,355 | 3,221 |
10. Directors’ remuneration
Details of the Directors’ remuneration are set out below:
2025 | 2024 | |
£m | £m | |
Fees | 0.5 | 0.5 |
Emoluments | 1.7 | 2.2 |
Total | 2.2 | 2.7 |
Further details of Directors’ remuneration are provided in the Annual Report on Remuneration.
The aggregate amount of gains made by the Directors on the exercise of share options during
the year was £0.3m
(
2024: £0.4m
)
2025 | 2024 | |
£m | £m | |
Interest receivable on cash and cash equivalents | ( 0.9 ) | – |
Finance revenue | ( 0.9 ) | – |
Interest on bank borrowings | 9.7 | 10.4 |
Debt issue cost amortisation | 0.9 | 0.9 |
Un‑wind of discount on lease liabilities | 1.8 | 1.6 |
Finance costs | 12.4 | 12.9 |
Financial Statements
195
Notes to the Group Financial Statements continued
(
a
)
Tax expense reported in the income statement
2025 | 2024 | |
£m | £m | |
Current income tax: | ||
UK income tax | 13.8 | 13.8 |
Overseas income tax | – | 0.1 |
Current income tax | 13.8 | 13.9 |
Adjustment in respect of prior years | ( 0.7 ) | ( 0.3 ) |
Total current income tax | 13.1 | 13.6 |
Deferred income tax: | ||
Origination and reversal of temporary differences | – | ( 0.7 ) |
Adjustment in respect of prior years | ( 0.1 ) | ( 0.1 ) |
Total deferred income tax | ( 0.1 ) | ( 0.8 ) |
Total tax expense reported in the income statement | 13.0 | 12.8 |
Details of the non‑underlying tax credit of £5.3m
(
2024: £5.4m
)
are set out in Note 8.
(
b
)
Reconciliation of the total tax expense
The Group has reported an effective tax rate of 22.3%
(
2024: 27.6%
)
for the year which is below the
standard rate of UK corporation tax of 25.0%
(
2024: 25.0%
)
.
The differences are explained as follows:
2025 | 2024 | |
£m | £m | |
Accounting profit before tax | 58.2 | 46.3 |
Accounting profit multiplied by the UK standard rate of income tax | ||
of 25.0% ( 2024: 25.0% ) | 14.6 | 11.6 |
Expenses not deductible for income tax | 1.3 | 2.6 |
Adjustment in respect of prior years | ( 1.3 ) | ( 0.4 ) |
Effects of patent box | ( 1.6 ) | ( 1.1 ) |
Effects of deferred tax not recognised | – | ( 0.8 ) |
Effects of other tax rates/credits | – | 0.9 |
Total tax expense reported in the income statement | 13.0 | 12.8 |
If the impact of non‑underlying items is excluded, the underlying income tax rate would be 22.1%
(
2024: 23.0%
)
.
c
)
Deferred income tax
The deferred income tax included in the Group balance sheet is as follows:
2025 | 2024 | |
£m | £m | |
Deferred income tax liabilities /( assets ) | ||
Short‑term timing differences: | ||
– Deferred tax liability arising on acquired intangible assets | 39.6 | 29.9 |
– Other short‑term timing differences | ( 0.4 ) | – |
Capital allowances in excess of depreciation | 27.9 | 25.5 |
Share‑based payments | ( 2.3 ) | ( 2.5 ) |
Tax losses | ( 4.0 ) | ( 3.9 ) |
60.8 | 49.0 |
Financial Statements
196
Notes to the Group Financial Statements continued
(
)
c
Deferred income tax continued
The Group offsets tax assets and liabilities if, and only if, it has a legally enforceable right to set off
current income tax assets and current income tax liabilities and the deferred income tax assets
(
d
)
Unrecognised tax losses
No deferred income tax has been recognised on non‑trading losses and other timing
differences of £nil
(
2024: £0.3m
)
as the Directors do not consider that they will be utilised
Basic earnings per share amounts are calculated by dividing profit for the year attributable
to the owners of the Parent Company by the weighted average number of ordinary shares
outstanding during the year. The diluted earnings per share amounts are calculated by dividing
profit for the year attributable to the owners of the Parent Company, by the weighted average
number of ordinary shares outstanding during the year, plus the weighted average number of
potential ordinary shares that would be issued on the conversion of all the dilutive share options
into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following:
2025 | 2024 | |
Number | Number | |
Weighted average number of ordinary shares for the purpose | ||
of basic earnings per share | 248,786,339 | 248,459,018 |
Effect of dilutive potential ordinary shares | 5,644,798 | 2,480,464 |
Weighted average number of ordinary shares for the purpose | ||
of diluted earnings per share | 254,431,137 | 250,939,482 |
Underlying earnings per share is based on the result for the year after tax excluding the impact of
non‑underlying items of £19.4m
(
2024: £27.6m
)
. The Directors consider that this measure provides
a better and more consistent indication of the Group’s underlying financial performance and more
meaningful comparison with prior and future periods to assess trends in the Group’s financial
performance. The underlying earnings per share is calculated as follows:
2025 | 2024 | |
Underlying profit for the year attributable to the owners of the Parent | ||
Company ( £m ) | 64.6 | 61.1 |
Underlying basic earnings per share ( pence ) | 26.0 | 24.6 |
Underlying diluted earnings per share ( pence ) | 25.4 | 24.3 |
2025 | 2024 | |
£m | £m | |
Amounts recognised as distributions to equity holders in the year: | ||
Final dividend for the year ended 31 December 2024 of 8.4p | ||
per share ( 2023: 8.3p ) | 20.9 | 20.6 |
Interim dividend for the year ended 31 December 2025 of 4.2p | ||
per share ( 2024: 4.1p ) | 10.4 | 10.2 |
31.3 | 30.8 | |
Proposed final dividend for the year ended 31 December 2025 of | ||
per share ( 2024: ) |
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting
Financial Statements
197
Notes to the Group Financial Statements continued
12. Income tax continued
Freehold | Plant | ||
land and | and other | ||
buildings | equipment | Total | |
£m | £m | £m | |
Cost | |||
At 1 January 2024 | 61.2 | 219.0 | 280.2 |
Additions | 2.7 | 22.9 | 25.6 |
Acquisitions | – | 0.5 | 0.5 |
Disposals | ( 0.2 ) | ( 14.3 ) | ( 14.5 ) |
Transfer from assets held‑for‑sale | – | 6.5 | 6.5 |
Exchange adjustment | – | ( 0.3 ) | ( 0.3 ) |
At 31 December 2024 | 63.7 | 234.3 | 298.0 |
Additions | 1.3 | 26.3 | 27.6 |
Acquisitions | - | 2.5 | 2.5 |
Disposals | ( 1.6 ) | ( 6.4 ) | ( 8.0 ) |
Transfer to assets held‑for‑sale | – | ( 0.5 ) | ( 0.5 ) |
Exchange adjustment | – | 0.3 | 0.3 |
At 31 December 2025 | 63.4 | 256.5 | 319.9 |
Depreciation and impairment losses | |||
At 1 January 2024 | 9.9 | 93.9 | 103.8 |
Provided during the year | 1.8 | 17.4 | 19.2 |
Disposals | ( 0.1 ) | ( 13.1 ) | ( 13.2 ) |
Transfer from assets held‑for‑sale | – | 4.3 | 4.3 |
Exchange adjustment | – | 0.2 | 0.2 |
At 31 December 2024 | 11.6 | 102.7 | 114.3 |
Provided during the year | 1.8 | 19.2 | 21.0 |
Impairment | – | 0.3 | 0.3 |
Disposals | ( 1.3 ) | ( 5.6 ) | ( 6.9 ) |
Transfer to assets held‑for‑sale | – | ( 0.4 ) | ( 0.4 ) |
Exchange adjustment | – | 0.2 | 0.2 |
At 31 December 2025 | 12.1 | 116.4 | 128.5 |
Net book value | |||
At 31 December 2025 | 51.3 | 140.1 | 191.4 |
At 31 December 2024 | 52.1 | 131.6 | 183.7 |
Included in freehold land and buildings is non‑depreciable land of £16.2m
(
2024: £16.2m
)
.
Plant and equipment with a fair value of £0.1m has been transferred to assets held‑for‑sale. Prior to
transfer, the carrying value was impaired by £0.3m to record the assets at the lower of carrying
amount and fair value less costs to dispose
(
FVLCD
)
.
At 31 December 2025, the Group had commitments of £6.0m
(
2024: £5.0m
)
relating to plant
Lease | |||||
| Right-of-use assets | liabilities | ||||
Freehold | Plant and | ||||
land and | other | Motor | |||
buildings | equipment | vehicles | Total | ||
£m | £m | £m | £m | £m | |
At 1 January 2024 | 11.6 | 8.1 | 3.2 | 22.9 | ( 23.4 ) |
Additions | 1.7 | 5.7 | 5.6 | 13.0 | ( 13.0 ) |
Disposals | ( 3.8 ) | ( 3.7 ) | ( 0.6 ) | ( 8.1 ) | – |
Depreciation of right‑of‑use assets | ( 2.0 ) | ( 3.0 ) | ( 2.1 ) | ( 7.1 ) | – |
Depreciation on disposal of right‑of‑use assets | 2.8 | 3.0 | 0.4 | 6.2 | – |
Transfer from assets held‑for‑sale | – | 0.2 | – | 0.2 | ( 0.2 ) |
Exchange adjustment | – | ( 0.1 ) | – | ( 0.1 ) | – |
Un‑wind of discount on lease liabilities | – | – | – | – | ( 1.6 ) |
Settlement of lease liabilities | – | – | – | – | 10.6 |
At 31 December 2024 | 10.3 | 10.2 | 6.5 | 27.0 | ( 27.6 ) |
Additions | 1.5 | 1.0 | 2.0 | 4.5 | ( 4.5 ) |
Acquisitions | 5.0 | 0.3 | 0.5 | 5.8 | ( 4.7 ) |
Disposals | ( 0.5 ) | ( 3.0 ) | ( 0.7 ) | ( 4.2 ) | – |
Depreciation of right‑of‑use assets | ( 2.3 ) | ( 2.9 ) | ( 2.5 ) | ( 7.7 ) | – |
Depreciation on disposal of right‑of‑use assets | 0.1 | 2.9 | 0.6 | 3.6 | – |
Reassessment of lease term | 0.3 | – | – | 0.3 | 0.2 |
Impairment | ( 0.2 ) | – | – | ( 0.2 ) | – |
Un‑wind of discount on lease liabilities | – | – | – | – | ( 1.8 ) |
Settlement of lease liabilities | – | – | – | – | 9.6 |
At 31 December 2025 | 14.2 | 8.5 | 6.4 | 29.1 | ( 28.8 ) |
Financial Statements
198
Notes to the Group Financial Statements continued
16. Right-of-use assets and lease liabilities continued
During the year, the Group vacated a property at one of the sites in the WMS segment. As a result of
this decision, management determined that the break‑option in the lease would be exercised, and
therefore the lease term has been reassessed reducing the lease liability at 31 December 2025 by
£0.2m, with a corresponding reduction in the carrying value of the right‑of‑use asset. The property
right‑of‑use asset has then been fully impaired as the value‑in‑use is deemed to be £nil. The
Brand | Customer | Customer | Development | |||||
Goodwill | Patents | names | relationships | Licences | order book | costs | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | |
Cost | ||||||||
At 1 January 2024 | 466.1 | 40.4 | 66.5 | 114.3 | 0.8 | – | 5.0 | 693.1 |
Additions | 5.3 | 0.5 | – | – | – | – | 0.6 | 6.4 |
Transfer from assets | ||||||||
held‑for‑sale | 4.5 | – | – | – | – | – | – | 4.5 |
At 31 December 2024 | 475.9 | 40.9 | 66.5 | 114.3 | 0.8 | – | 5.6 | 704.0 |
Additions | – | 0.4 | 0.4 | – | – | – | 1.8 | 2.6 |
Acquisitions | 58.1 | 3.2 | 7.3 | 35.4 | – | 1.9 | – | 105.9 |
At 31 December 2025 | 534.0 | 44.5 | 74.2 | 149.7 | 0.8 | 1.9 | 7.4 | 812.5 |
Amortisation and impairment losses | ||||||||
At 1 January 2024 | 12.0 | 23.1 | 30.3 | 29.3 | 0.5 | – | 1.1 | 96.3 |
Charge for the year | – | 3.4 | 5.0 | 6.1 | 0.1 | – | 0.5 | 15.1 |
Impairment losses | 12.4 | – | – | – | – | – | – | 12.4 |
At 31 December 2024 | 24.4 | 26.5 | 35.3 | 35.4 | 0.6 | – | 1.6 | 123.8 |
Charge for the year | – | 2.9 | 4.2 | 6.7 | – | 0.3 | 0.4 | 14.5 |
Impairment losses | – | – | – | 1.2 | – | – | – | 1.2 |
At 31 December 2025 | 24.4 | 29.4 | 39.5 | 43.3 | 0.6 | 0.3 | 2.0 | 139.5 |
Net book value | ||||||||
At 31 December 2025 | 509.6 | 15.1 | 34.7 | 106.4 | 0.2 | 1.6 | 5.4 | 673.0 |
At 31 December 2024 | 451.5 | 14.4 | 31.2 | 78.9 | 0.2 | – | 4.0 | 580.2 |
Brand names and customer relationships which arise from business combinations are amortised
over their estimated useful lives of between five and twenty years. Brands that have a significant
carrying value include Adey
(
£19.4m
)
, with remaining estimated useful lives of between 5 and 15
years, as well as the newly acquired Monodraught brand
(
£1.8m
)
, and the four Davidson brands
acquired being Salamander, Cistermiser & Keraflo and Talon
(
total £5.4m
)
, all with remaining
estimated useful lives of 15 years. Customer relationships that have a significant carrying value are
those in the following businesses: Adey
(
£63.6m
)
, with remaining estimated useful lives of between 6
and 15 years, Manthorpe
(
£4.7m
)
, with a remaining estimated useful life of 7 years, Monodraught
(
£11.2m
)
, with a remaining estimated useful life of 13 years, and those from the Davidson acquisition
(
£23.5m
)
, remaining estimated useful life of 19 years. The customer order book was acquired with the
Monodraught acquisition
(
£1.6m
)
and has a remaining estimated useful life of two years.
Goodwill is not amortised but is subject to annual impairment testing. Goodwill has been allocated
for impairment testing purposes to a number of Cash Generating Units
(
CGUs
)
which represent the
lowest level in the Group at which goodwill is monitored for internal management purposes.
The carrying amount of goodwill allocated to each of the CGUs is as follows:
31 December | 31 December | |
2025 | 2024 | |
CGU | £m | £m |
Building Services & International | 39.9 | 33.6 |
Infrastructure & Landscape | 45.9 | 45.9 |
Residential Systems | 185.4 | 169.6 |
CMS | 233.2 | – |
Others | 5.2 | 5.3 |
Climate & Ventilation | – | 93.7 |
Nu‑Heat | – | 20.3 |
Adey | – | 83.1 |
509.6 | 451.5 |
Following the internal announcement of a CMS organisational change, management reviewed the
Group’s CGUs and determined that the CMS Business Unit, which consists of the following CGUs to
which goodwill is allocated – Climate & Ventilation, Nu‑Heat and Adey – is, effective from
1 November 2025, the lowest level in the Group at which this goodwill is monitored for internal
management purposes in accordance with the requirements of IAS 36. As such, the goodwill of the
entities allocated to these CGUs, including that arising on the acquisition of Monodraught, has been
reported in the newly combined CMS CGU for the year ended 31 December 2025.
An impairment test as at 31 October 2025, immediately prior to the creation of the new CMS CGU,
was performed for all existing CGUs that included CMS entities, and no impairments were identified.
Financial Statements
199
Notes to the Group Financial Statements continued
17. Intangible assets continued
The goodwill arising on the Monodraught acquisition of £36.0m primarily represents the assembled
workforce, technical expertise, market share and expected synergies with other Group companies in
the CMS Business Unit. The goodwill was initially allocated to the Climate & Ventilation CGU, which, as
explained above, has since been combined with Nu‑Heat and Adey to form the CMS CGU grouping
with effect from 1 November 2025.
The goodwill arising on the Davidson acquisition of £22.1m, which primarily represents the assembled
workforce, technical expertise and market share, has been allocated to two existing CGUs as follows:
Talon and Salamander
(
£6.8m and £9.0m of goodwill respectively
)
have been allocated to the
Residential Systems CGU, and Woodley
(
£6.3m of goodwill
)
has been allocated to the Building
Services & International CGU. The Group determined that it was appropriate to allocate the goodwill
to these CGUs on the basis that these are the CGUs expected to benefit from the synergies of the
acquisition and represent the lowest levels within the Group at which the respective goodwill arising
from the acquisition is monitored for internal management purposes in accordance with the
requirements of IAS 36.
Key assumptions used for value‑in‑use calculations are as follows:
The recoverable amounts of all CGUs are determined from value‑in‑use calculations, being the net
present value of future pre‑tax cash flows, discounted at a mid‑year position, covering a five‑year
period. These pre‑tax cash flows are based on budgeted cash flow information for a period of one
year, and Board‑approved management forecast growth of between 3.0% and 21.2% for years two
to five
(
2024: 4.0% and 31.2%
)
. Terminal growth rate of 2.0%
(
2024: 2.0% to 2.4%
)
has been applied
beyond this, based on historical macroeconomic performance and projections of the sector served
by the CGUs. A pre‑tax discount rate of 14.1%
(
2024: 13.8%
)
has been applied in determining the
recoverable amounts of the CGUs. The pre‑tax discount rate is estimated based on the Group’s risk
adjusted cost of capital.
When assessing for impairment of goodwill, management have considered the impact of climate
change, particularly in the context of the risks and opportunities identified within the Task Force on
Climate‑Related Financial Disclosures Report on pages 46 to 58 of the Strategic Report, and have
not identified any material short‑term impacts from climate change that would impact the carrying
value of goodwill. Over the longer term, the risks and opportunities are more uncertain, and
management will continue to assess the quantitative impact of risks at each balance sheet date.
Recoverable amounts and sensitivities:
The Group has applied sensitivities to assess whether any reasonably possible changes in
assumptions could cause an impairment that would be material to these consolidated financial
statements and is satisfied that there is sufficient headroom against the carrying value of all the
Monodraught
On 29 August 2025, the Group acquired 100% of the voting rights and shares of Monodraught Topco
Limited
(
‘Monodraught’
)
, a market leading solutions business who design, manufacture and
maintain sustainable ventilation systems, for an enterprise value of £55.6m on a debt‑free and
cash‑free basis, fully funded via the Group’s existing debt facilities. Monodraught is a leading
provider of commercial ventilation solutions in the UK, with advanced controls and data
management capability focused on the UK education sector.
Monodraught joined the CMS Business Unit, sitting alongside the Group’s existing CMS brands of
Nuaire, Domus, Nu‑Heat and Adey to drive commercial scale and market access, with synergies
arising from the acquisition being able to be applied to Nuaire immediately
(
e.g. utilising
Monodraught’s controls capability
)
and in the medium term to interoperable cash‑generating
solutions across CMS as part of the new CMS Connected Solutions operational and go‑to‑market
model.
The acquisition significantly enhanced the Group’s capability in service provision, controls and data
management, bringing additional innovation capability to CMS. This has accelerated the
development of integrated heating and cooling solutions across the Group’s portfolio and
underpinned the significant growth opportunities across CMS, driven by environmental and
regulatory tailwinds, consistent with the Group’s strategic focus on segments that provide above‑
market growth rates.
The cash consideration amounted to £58.9m, which included an initial cash payment on acquisition
of £57.4m and further cash payments post‑acquisition totalling £1.5m
(
which were paid
pre‑31 December 2025
)
. The initial cash payment on acquisition of £57.4m was inclusive of the net
cash acquired on completion of £2.8m, resulting in a net cash consideration of £56.1m.
Financial Statements
200
Notes to the Group Financial Statements continued
18. Acquisitions continued
The provisional fair value of the identifiable assets and liabilities at the date of acquisition are as
follows::
Fair value | |
£m | |
Property, plant and equipment | 0.8 |
Right‑of‑use assets | 3.4 |
Intangible assets | 18.5 |
Inventories | 2.0 |
Trade and other receivables | 4.7 |
Cash and cash equivalents | 2.8 |
Corporation tax receivable | 0.1 |
Deferred tax assets | 0.4 |
Trade and other payables | ( 1.8 ) |
Lease liabilities | ( 3.0 ) |
Provisions | ( 0.4 ) |
Deferred tax liabilities | ( 4.6 ) |
Net identifiable assets | 22.9 |
Goodwill on acquisition | 36.0 |
Cash consideration | 58.9 |
Customer relationships
(
£11.6m
)
, customer order book
(
£1.9m
)
, the Monodraught brand
(
£1.8m
)
and
patents/technology
(
£3.2m
)
have been recognised as specific intangible assets as a result of the
acquisition, along with a corresponding deferred tax liability of £4.6m. The customer relationships
have been recognised with an estimated useful life of 13 years due to the strength of Monodraught’s
relationships with key customers. The remaining intangible assets have been recognised with
estimated useful lives of between two and fifteen years, in line with Group policy and the
Monodraught business. Fair value adjustments principally relate to the recognition of intangible
assets and deferred tax arising on these adjustments.
The fair value of trade and other receivables was £4.7m. The gross amount of trade and other
receivables was £4.7m and it is expected that the full contractual amounts can be collected.
Post‑acquisition, Monodraught contributed £6.2m of revenue, £1.3m of operating profit and £1.6m of
EBITDA, which were included in the Group income statement. If Monodraught had been acquired on
1 January 2025, the Group’s results for the 12 months ended 31 December 2025 would have shown
revenue of £614.9m, underlying operating profit of £96.6m and operating profit of £70.2m.
Acquisition costs of £1.7m were expensed and are included in non‑underlying items in administration
expenses, all of which were fully cash settled in the year.
Davidson Holdings
On 26 September 2025, the Group acquired 100% of the voting rights and shares of Davidson
Holdings Limited
(
‘Davidson’
)
, a group of three businesses consisting of Woodley
(
Reading
)
, Talon
(
Gillingham
)
and Salamander
(
Sunderland
)
, for an enterprise value of £49.0m on a debt‑free and
cash‑free basis, fully funded via the Group’s existing debt facilities.
The key brands for each of the three businesses are as follows:
– Woodley: Cistermiser water saving sanitary solutions & Keraflo cold water tank control valves
– Talon: Talon pipe clips and fixings
– Salamander: Salamander shower and boosting pumps
These brands occupy leading market positions, primarily in the UK repair, maintenance and
improvement sectors of the residential and commercial segments and are sold through plumbing
and heating distributors and merchants. The businesses benefit from sustainability‑led growth
drivers and are increasingly focused on products and solutions that reduce water usage, consistent
with the Group’s Sustainable Solutions for Growth strategy, and are in growing demand to address
scarcity of water supply due to climate change.
The acquisition increases the breadth of the Group’s portfolio sold through merchant channels to
plumbing and heating engineers and commercial contractors. Growth synergies are anticipated
from leveraging the Group’s broad routes to market and demand creation and specification selling
model, while productivity and cost synergies are expected to be unlocked from 2026 onwards via
the deployment of the Genuit Business System (GBS) and the utilisation of the Group’s purchasing
scale.
Davidson joined the SBS Business Unit on acquisition, sitting alongside the Group’s existing SBS
brands of Polypipe, MecFlow, Manthorpe, Effast and Terrain. From 1 January 2026, the Group will
report in the simplified structure of two Divisions and the Davidson businesses will report in the Water
Division, which represents the combination of the SBS and WMS Business Units.
The cash consideration amounted to £60.6m, which included an initial cash payment on acquisition
of £58.7m and further cash payments post‑acquisition totalling £1.9m (which were paid pre‑31
December 2025). The initial cash payment on acquisition of £58.7m was inclusive of the net cash
acquired on completion of £11.1m, resulting in a net cash consideration of £49.5m.
Post‑acquisition, Davidson contributed £7.4m of revenue, £1.1m of operating profit and £1.5m of
EBITDA, which were included in the Group income statement. If Davidson had been acquired on 1
January 2025, the Group’s results for the 12 months ended 31 December 2025 would have shown
revenue of £625.6m, underlying operating profit of £96.4m and operating profit of £70.4m.
Acquisition costs of £1.4m were expensed and are included in non‑underlying items in
administration expenses, all of which were fully cash settled in the year.
Financial Statements
201
Notes to the Group Financial Statements continued
Davidson Holdings continued
The provisional fair value of the identifiable assets and liabilities at the date of acquisition are as
follows:
Fair value | |
£m | |
Property, plant and equipment | 1.7 |
Right‑of‑use assets | 2.4 |
Intangible assets | 29.3 |
Inventories | 4.6 |
Trade and other receivables | 7.5 |
Cash and cash equivalents | 11.1 |
Trade and other payables | ( 8.0 ) |
Lease liabilities | ( 1.7 ) |
Provisions | ( 0.8 ) |
Deferred tax liabilities | ( 7.6 ) |
Net identifiable assets | 38.5 |
Goodwill on acquisition | 22.1 |
Cash consideration | 60.6 |
Customer relationships
(
£23.8m
)
and the key Davidson brands
(
£5.5m
)
have been recognised as
specific intangible assets as a result of this acquisition, along with a corresponding deferred tax
liability of £7.3m. The customer relationships have been recognised with an estimated useful life of 19
years due to the strength of Davidson’s relationships with key customers. The brand name intangible
assets have been recognised with an estimated useful life of 15 years, in line with Group policy and
the Davidson businesses. Fair value adjustments principally relate to the recognition of these
intangible assets
(
and the corresponding deferred tax liability
)
and the fair value uplift of inventories
on acquisition of £1.2m, along with the deferred tax liability arising on this adjustment of £0.3m.
The fair value of trade and other receivables was £7.5m. The gross amount of trade and other
receivables was £7.5m and it is expected that the full contractual amounts can be collected.
If Monodraught and Davidson had been acquired on 1 January 2025, the Group’s results for the
12 months ended 31 December 2025 would have shown revenue of £638.4m, underlying operating
profit of £98.6m and operating profit of £70.9m.
2025 | 2024 | |
£m | £m | |
Operating cash flows – settlement of acquisition costs | ||
Monodraught | 1.7 | – |
Davidson Holdings | 1.4 | – |
Sky Garden | – | 0.3 |
Genuit UFH | – | 0.1 |
Plura | – | 6.5 |
Other | – | 0.7 |
3.1 | 7.6 |
2025 | 2024 | |
£m | £m | |
Investing cash flows – settlement of deferred | ||
and contingent consideration | ||
Plura | – | 1.6 |
– | 1.6 |
2025 | 2024 | |
£m | £m | |
Investing cash flows – acquisition of businesses | ||
net of cash at acquisition | ||
Monodraught | 56.1 | – |
Davidson Holdings | 49.5 | – |
Sky Garden | – | 2.2 |
Genuit UFH | – | 3.0 |
105.6 | 5.2 |
Financial Statements
202
Notes to the Group Financial Statements continued
18. Acquisitions continued
The following major classes of assets and liabilities that have been classified as held‑for‑sale at the
balance sheet date are as follows:
2025 | 2024 | |
Fair value | Fair value | |
£m | £m | |
Intangible asset – customer relationships | – | – |
Property, plant and equipment | 0.1 | – |
Inventories | 0.7 | – |
Trade and other receivables | 0.3 | – |
Assets held-for-sale | 1.1 | – |
Trade and other payables | ( 0.2 ) | – |
Liabilities held-for-sale | ( 0.2 ) | – |
During the year ended 31 December 2025, the Board approved a plan to sell Polydeck Limited, a
subsidiary of the Genuit Group which is part of the WMS segment, as it no longer meets the strategic
objectives of the Group. The entity has been actively marketed for sale and management are in
discussion with interested parties. Sale is expected within 12 months of the balance sheet date, and
as such, the assets and liabilities of the disposal group have been classified as held‑for‑sale and
presented as current on the consolidated balance sheet.
The proceeds from the disposal are not expected to meet the carrying value of the net assets and
therefore an impairment loss has been recognised of £1.5m to measure the assets and liabilities at
FVLCD. This is presented as non‑underlying;
(
see Note 8
)
. The carrying value of intangible assets
(
customer lists
)
allocated to the disposal group of £1.2m has been impaired to £nil with a £0.3m
reduction in the corresponding deferred tax liability. Property, plant and equipment have been
Details of Group undertakings
Details of the investments in which the Group holds 20% or more of the nominal value of any
class of share capital at 31 December 2025 are set out in Note 4 to the Parent Company
31 December | 31 December | |
2025 | 2024 | |
£m | £m | |
Raw materials | 29.7 | 20.3 |
Work in progress | 7.8 | 8.7 |
Finished goods | 32.1 | 44.5 |
69.6 | 73.5 |
All inventories are carried at cost less a provision to take account of slow‑moving and obsolete
items. The provision at 31 December 2025 was £11.5m
(
2024: £10.5m
)
31 December | 31 December | |
2025 | 2024 | |
£m | £m | |
Trade receivables | 75.8 | 68.6 |
Prepayments | 11.5 | 13.0 |
Other receivables | 1.7 | 0.2 |
89.0 | 81.8 |
Trade receivables are non‑interest bearing and are generally settled on 30 days’ credit.
The Group maintains a substantial level of credit insurance covering a significant proportion of
its trade receivables which mitigates against expected credit losses. Therefore, such credit losses
are not significant.
The ageing of trade receivables at the balance sheet date was as follows:
| 31 December 2025 | 31 December 2024 | |||||
Allowance for | Allowance | |||||
expected | for expected | |||||
Gross | credit losses | Net | Gross | credit losses | Net | |
£m | £m | £m | £m | £m | £m | |
Not past due | 34.7 | – | 34.7 | 26.9 | ( 0.2 ) | 26.7 |
Past due 1 to 30 days | 37.2 | – | 37.2 | 38.1 | ( 0.1 ) | 38.0 |
Past due 31 to 90 days | 3.7 | ( 0.2 ) | 3.5 | 3.6 | ( 0.1 ) | 3.5 |
Past due more than 90 days | 0.8 | ( 0.4 ) | 0.4 | 0.8 | ( 0.4 ) | 0.4 |
76.4 | ( 0.6 ) | 75.8 | 69.4 | ( 0.8 ) | 68.6 | |
Financial Statements
203
Notes to the Group Financial Statements continued
Expected credit losses continued
The movements in the allowance for expected credit losses of trade receivables comprised:
£m | |
At 31 December 2023 | 0.7 |
Charged to the income statement during the year | 0.7 |
Utilised during the year | ( 0.6 ) |
At 31 December 2024 | 0.8 |
Charged to the income statement during the year | 0.1 |
Utilised during the year | ( 0.3 ) |
At 31 December 2025 | 0.6 |
Cash and cash equivalents comprised:
31 December | 31 December | |
2025 | 2024 | |
£m | £m | |
Cash at bank and in hand | 44.8 | 43.6 |
Cash at bank earns interest at variable rates based on daily bank deposit rates.
31 December 2025 | 31 December 2024 | |||
Number* | £ | Number* | £ | |
Authorised, allotted, called up and fully paid share capital: | ||||
Ordinary shares of £0.001 each | 251 | 250,884 | 249 | 249,170 |
*
Millions of shares.
The ordinary shares are voting non‑redeemable shares and rank equally as to dividends,
voting rights and any return of capital on winding up. In December 2025, in settlement of employee
Sharesave options exercised, 1,713,824 new ordinary shares at a nominal value of £0.001 were issued
by the Group
(
2024: nil
)
Share premium
In December 2025, 1,713,824 were issued, each at a nominal value of £0.001, in settlement of
Sharesave options with an exercise price of £2.21. The premium between the nominal value £0.002m
of shares issued and proceeds received of £3.8m is credited to the share premium account.
On 11 February 2021, the Group conducted a non‑pre‑emptive placing of 18,704,085 new
ordinary shares at £5.15 per share generating gross proceeds of £96.3m with issue costs
of £2.7m. Net proceeds in excess of the nominal value of £93.6m have been credited to
the share premium account.
Following the consolidation and subdivision of shares in 2014 the Company’s deferred
shares were cancelled. In order to maintain the Company’s capital, a transfer was made
Own shares represent the cost of Genuit Group plc shares purchased in the market and held
by the Company, and/or the EBT, to satisfy the future exercise of options under the Group’s share
option schemes.
During the year the Group issued no shares
(
2024: no shares
)
to the EBT at the nominal value
of £0.001.
At 31 December 2025 the Group held 375
(
2024: 375
)
of its own shares at an average cost
of £4.20
(
2024: £4.20
)
per share. The market value of these shares at 31 December 2025 was
less than £0.1m
(
2024: less than £0.1m
)
. The nominal value of each share is £0.001.
The EBT held 190,222 shares at 31 December 2025
(
2024: 608,370
)
at an average cost of 0.1p
(
2024: 0.1p
)
per share. The market value of these shares at 31 December 2025 was £0.6m
(
2024: £2.4m
)
. The nominal value of each share is £0.001. During the year, 418,148 shares were issued
Financial Statements
204
Notes to the Group Financial Statements continued
22. Trade and other receivables continued
Financial Statements
205
Notes to the Group Financial Statements continued
24. Share capital and reserves continued
The hedging reserve contains the effective portion of the cash flow hedge relationships entered
into by the Group in respect of interest rate swaps and forward foreign currency derivatives as
discussed in Note 29.
Foreign currency retranslation reserve
The foreign currency retranslation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign subsidiaries.
Other reserves
On 7 May 2020, the Group conducted a non‑pre‑emptive placing of 26,966,300 new ordinary
shares at £4.45 per share generating gross proceeds of £120.0m. The placing was undertaken
using a cashbox structure. As a result, the Group was able to take relief under Section 612 of the
Companies Act 2006 from crediting share premium and instead transfer the net proceeds in
excess of the nominal value to other reserves. Advisers’ fees of £3.5m have been netted off
The primary objective of the Group’s capital management is to ensure that it maintains an
appropriate capital structure to support its business objectives and maximise shareholder value.
The Group regards shareholders’ equity and net debt as its capital. The Group’s net debt is defined
as cash and cash equivalents, loans and borrowings, and lease liabilities. At 31 December 2025,
the Group had bank debt of £175.0m
(
2024: £121.5m
)
, an undrawn committed revolving credit facility
of £175.0m
(
2024: £228.6m
)
, cash of £44.8m
(
2024: £43.6m
)
, an uncommitted accordion facility of up
to £50.0m
(
2024: £50.0m
)
, two £25.0m private placement loan notes totalling £50.0m
(
2024: £25.0m
)
with maturity dates of August 2029 and October 2032 respectively, with an uncommitted shelf
facility remaining of c.$145m and lease liabilities of £28.8m
(
2024: £27.6m
)
. A key objective of the
Group is to maintain sufficient liquidity
(
cash and committed bank facilities
)
in order to meet its cash
commitments including interest payments due on that debt. No changes were made to the
Financial Statements
206
Notes to the Group Financial Statements continued
Share options were granted by the Company under its various share option schemes as detailed in the table below:
Exercise |
31 December |
Lapsed/ |
31 December |
Date |
|||||
price |
2024 |
Granted |
Dividend |
Exercised |
forfeited |
2025 |
first |
Expiry |
|
£ |
Number |
Number |
Accrual |
Number |
Number |
Number |
exercisable |
date |
|
2014 Sharesave ( granted 2021 ) |
5.78 |
80,501 |
– |
– |
– |
( 80,501 ) |
– |
01 December 2024 |
31 May 2025 |
2014 Sharesave ( granted 2022 ) |
2.21 |
3,166,097 |
– |
– |
( 1,774,460 ) 1 |
( 106,704 ) |
1,284,933 |
01 December 2025 |
31 May 2026 |
2014 Sharesave ( granted 2023 ) |
2.60 |
878,186 |
– |
– |
( 7,568 ) 2 |
( 61,791 ) |
808,827 |
01 December 2026 |
31 May 2027 |
2024 Sharesave ( granted 2024 ) |
3.90 |
650,802 |
– |
– |
– |
( 310,875 ) |
339,927 |
01 December 2027 |
31 May 2028 |
2024 Sharesave ( granted 2025 ) |
2.71 |
– |
2,315,512 |
– |
– |
( 57,769 ) |
2,257,743 |
01 December 2028 |
31 May 2029 |
2014 LTIP ( granted 10 May 2016 ) |
Nil |
86,205 |
– |
– |
– |
– |
86,205 |
10 May 2019 |
10 May 2026 |
2014 LTIP ( granted 2 May 2017 ) |
Nil |
12,574 |
– |
– |
– |
– |
12,574 |
2 May 2020 |
2 May 2027 |
2014 LTIP ( granted 30 April 2019 ) |
Nil |
27,117 |
– |
– |
– |
– |
27,117 |
30 April 2022 |
30 April 2029 |
2014 LTIP ( granted 20 May 2021 ) |
Nil |
9,381 |
– |
– |
( 1,493 ) 3 |
– |
7,888 |
20 May 2024 |
20 May 2031 |
2014 LTIP ( granted 22 April 2022 ) |
Nil |
562,334 |
– |
– |
( 29,215 ) 4 |
( 528,968 ) |
4,151 |
22 April 2025 |
22 April 2032 |
2014 LTIP ( granted 13 July 2022 ) |
Nil |
11,973 |
– |
– |
– |
( 10,976 ) |
997 |
13 July 2025 |
13 July 2032 |
2014 LTIP ( granted 21 April 2023 ) |
Nil |
1,003,300 |
– |
– |
– |
( 139,955 ) |
863,345 |
21 April 2026 |
21 April 2033 |
2014 LTIP ( granted 22 May 2023 ) |
Nil |
21,795 |
– |
– |
– |
– |
21,795 |
22 May 2026 |
22 May 2033 |
2014 LTIP ( granted 08 April 2024 ) |
Nil |
859,573 |
– |
– |
– |
( 139,700 ) |
719,873 |
08 April 2027 |
08 April 2034 |
2024 LTIP ( granted 11 April 2025 ) |
Nil |
– |
1,194,929 |
– |
– |
( 59,072 ) |
1,135,857 |
11 April 2028 |
11 April 2035 |
Conditional share awards ( granted 01 December 2023 ) |
Nil |
36,734 |
– |
– |
( 35,163 ) 5 |
( 1,571 ) |
– |
01 December 2025 |
31 May 2026 |
Conditional share awards ( granted 01 December 2023 ) |
Nil |
247,377 |
– |
– |
( 226,166 ) 6 |
( 21,211 ) |
– |
01 December 2025 |
31 May 2026 |
Conditional share awards ( granted 01 November 2024 ) |
Nil |
26,886 |
– |
– |
– |
– |
26,886 |
01 November 2026 |
30 April 2027 |
Conditional share awards ( granted 01 November 2025 ) |
Nil |
– |
34,192 |
– |
– |
– |
34,192 |
01 November 2027 |
30 April 2028 |
DSBP ( granted 22 April 2022 ) |
Nil |
43,629 |
– |
– |
( 43,629 ) 7 |
– |
– |
22 April 2024 |
22 April 2032 |
DSBP ( granted 21 April 2023 ) |
Nil |
26,713 |
– |
439 |
( 13,356 ) 8 |
– |
13,796 |
21 April 2025 |
21 April 2033 |
DSBP ( granted 08 April 2024 ) |
Nil |
51,751 |
– |
1,708 |
– |
– |
53,459 |
08 April 2026 |
08 April 2034 |
DSBP ( granted 11 April 2025 ) |
Nil |
– |
79,490 |
5,252 |
– |
– |
84,742 |
11 April 2027 |
11 April 2035 |
7,802,928 |
3,624,123 |
7,399 |
( 2,131,050 ) |
( 1,519,093 ) |
7,784,307 |
1.
The weighted average share price at the date of exercise of these options was £3.30.
2.
The weighted average share price at the date of exercise of these options was £3.55.
3.
The weighted average share price at the date of exercise of these options was £3.59.
4.
The weighted average share price at the date of exercise of these options was £3.64.
5.
The weighted average share price at the date of exercise of these options was £3.30.
6.
The weighted average share price at the date of exercise of these options was £3.30.
7.
The weighted average share price at the date of exercise of these options was £3.92.
8.
The weighted average share price at the date of exercise of these options was £3.55.
25. Share-based payments continued
At 31 December 2025, 1,437,661
(
2024: 215,778
)
share options were exercisable at a weighted average
exercise price of £1.98
(
2024: £2.16
)
per share.
Sharesave Plan
Sharesave Plan options were granted to eligible employees on 14 October 2025 at an exercise
price of £2.71 per share, a 20% discount to the average share price over the three business days
preceding the offer. Participating employees can exercise their options to purchase the shares
acquired through their savings plans at the option price after three years. These options have
an exercise date of December 2028 to May 2029.
Long-Term Incentive Plan
(
LTIP
)
LTIP options were awarded to a number of senior managers on 11 April 2025. These options
have an exercise date of April 2028 to April 2035. The vesting of each award is subject to the
satisfaction of certain performance criteria, of which 25% is based on cash conversion
(
the cash
conversion element
)
, 25% is based on sustainability performance
(
the sustainability element
)
and
50% is based on earnings per share
(
the EPS element
).
In addition, there is a Total Shareholder Return
(TSR) Modifier that impacts the number of options vesting under the non‑market based conditions.
Further details of the scheme are provided in the Annual Report on Remuneration.
Conditional Share Award
(
CSA
)
On 1 November 2025, several colleagues received conditional share awards in relation to
contributions to key strategic projects across the Group. The vesting of each award is based upon
continuous employment with the Group for the two‑year vesting period. These options have an
exercise date of November 2027 to April 2028.
Deferred Share Bonus Plan
(
DSBP
)
On 11 April 2025, the Executive Directors received an award of shares under the DSBP relating
to the 2024 annual bonus.
All these equity‑settled, share‑based payments are measured at fair value at the date of grant.
The fair value determined at the date of grant of the equity‑settled, share‑based payments
is expensed to the income statement on a straight‑line basis over the vesting period, based
on the Group’s estimates of shares that will eventually vest, with a corresponding adjustment
to equity. Fair value for the Sharesave Plan options is measured by use of a Black‑Scholes model.
Fair value of the LTIP options is measured by use of a Monte Carlo model. The expected life used
in the models has been adjusted, based on management’s best estimate for the effects of
non‑transferability, exercise restrictions and behavioural considerations.
The assumptions used for each share‑based payment were as follows:
Conditional | |||
2014 LTIP | Share | 2014 | |
options | options | Sharesave | |
granted | granted | options | |
11 April | 01 November | granted | |
2025 | 2025 | 2025 | |
Share price at the date of grant | £3.35 | £3.72 | £3.35 |
Exercise price | £nil | £nil | £2.71 |
Shares under option | 1,194,929 | 34,192 | 2,315,512 |
Vesting period ( years ) | 3.0 | 2.0 | 3.25 |
Expected volatility | 34.4% | 16.0% | 16.0% |
Median volatility of the comparator group | 29.5% | n/a | n/a |
Expected life ( years ) | 3.0 | 2.0 | 3.25 |
Risk free rate | 3.8% | 3.7% | 3.7% |
Dividend yield | 3.7% | 3.4% | 3.4% |
TSR performance of the Company at the date of grant | (15.3)% | n/a | n/a |
Median TSR performance of the comparator group | |||
at the date of grant | (14.0)% | n/a | n/a |
Correlation ( median ) | 39.3% | n/a | n/a |
Fair value per option | £3.26 | £3.47 | £0.69 |
Financial Statements
207
Notes to the Group Financial Statements continued
Conditional |
|||
2014 LTIP |
Share |
2014 |
|
options |
options |
Sharesave |
|
granted |
granted |
options |
|
08 April |
01 November |
granted |
|
2024 |
2024 |
2024 |
|
Share price at the date of grant |
£4.36 |
£4.70 |
£4.82 |
Exercise price |
£nil |
£nil |
£3.90 |
Shares under option |
891,257 |
26,886 |
665,266 |
Vesting period ( years ) |
3.00 |
2.00 |
3.25 |
Expected volatility |
34.3% |
30.0% |
16.5% |
Median volatility of the comparator group |
30.7% |
n/a |
n/a |
Expected life ( years ) |
3.00 |
2.00 |
3.25 |
Risk free rate |
4.1% |
4.2% |
4.0% |
Dividend yield |
2.8% |
3.0% |
2.6% |
TSR performance of the Company at the date of grant |
16.1% |
n/a |
n/a |
Median TSR performance of the comparator group |
|||
at the date of grant |
5.7% |
n/a |
n/a |
Correlation ( median ) |
39.2% |
n/a |
n/a |
Fair value per option |
£4.57 |
£4.43 |
£1.20 |
The expected volatility is based on historical share price movements. The Directors anticipate
it is possible the performance criteria in relation to the LTIP options may not be met.
| 2025 |
2024 |
|
| £m |
£m |
|
Share‑based payments charge for the year |
2.5 |
2.9 |
31 December |
31 December |
|
2025 |
2024 |
|
£m |
£m |
|
Trade payables |
81.7 |
88.5 |
Other taxes and social security costs |
13.8 |
15.6 |
Accruals |
29.3 |
24.1 |
124.8 |
128.2 |
31 December |
31 December |
|
2025 |
2024 |
|
£m |
£m |
|
Non-current loans and borrowings: |
||
Bank revolving credit facility ( RCF ) |
||
– principal |
175.0 |
121.5 |
– unamortised debt issue costs |
( 0.9 ) |
( 1.3 ) |
Private placement loan notes |
50.0 |
25.0 |
Total non-current loans and borrowings |
224.1 |
145.2 |
Cash and cash equivalents |
( 44.8 ) |
( 43.6 ) |
Net debt excluding lease liabilities |
179.3 |
101.6 |
31 December |
31 December |
|
2025 |
2024 |
|
£m |
£m |
|
Other financial liabilities: |
||
Trade and other payables |
124.8 |
128.2 |
Lease liabilities |
28.8 |
27.6 |
153.6 |
155.8 |
Financial Statements
208
Notes to the Group Financial Statements continued
25. Share-based payments continued
27. Financial liabilities continued
Loans and borrowings
On 22 July 2025, the Group exercised the option to extend the Sustainability‑Linked RCF to 9 August
2028, securing a facility of £310.3m to August 2027 and £285.6m to August 2028, with an
uncommitted accordion facility of up to £50.0m. Subsequently an agreement was signed on
25 September 2025 that increased the committed RCF facility to £350.0m for the term. At
31 December 2025, the amount drawn on the RCF was £175.0m
(
2024: £121.5m
)
. Interest is payable on
the RCF facility at SONIA plus a margin of between 1.15% and 2.85% dependant on the Group’s
leverage and ESG targets. At 31 December 2025 this was SONIA plus 1.825%
(
2024: 1.625%
)
.
On 24 September 2025 the Note Purchase and Private Shelf Agreement originally dated 10 August
2022 was amended and restated, extending the uncommitted facility to 9 August 2028 for an
amount of $180.0m, c. £133m
(
previously £125.0m
)
. The Group has £25.0m issued loan notes from the
original agreement dated 10 August 2022 with a repayment date of 9 August 2029. On 20 October
2025, a further £25.0m of loan notes were issued from the amended shelf agreement, with a
repayment date of 20 October 2032, leaving an uncommitted facility of c. $145m at 31 December
2025
(
c. £107m
)
. Interest on loan notes is fixed at 4.44% and 5.92% respectively per annum for the
period of the loan term.
Debt issue costs of £0.4m in respect to the above amendments have been incurred during the year.
These costs have been capitalised and are being amortised to the income statement as finance
costs over the term of the facility.
At 31 December 2025, the Group had available, subject to covenant headroom, £175.0m
(
2024: £228.6m
)
of undrawn committed borrowing facilities in respect of which all conditions
precedent had been met.
The Group is subject to a number of covenants in relation to its bank borrowings which, if breached,
would result in immediate repayment. These covenants specify certain maximum limits in terms of
net debt, excluding lease liabilities, as a multiple of pro‑forma EBITDA and interest cover.
2025 | 2024 | |
£m | £m | |
Pro-forma EBITDA ( 12 months preceding the balance sheet date ) | ||
Underlying operating profit | 94.4 | 92.2 |
Depreciation of property, plant and equipment | 21.0 | 19.2 |
Amortisation of intangible assets not arising on business combinations | 0.8 | 0.7 |
Un‑wind of discount on lease liabilities | ( 1.8 ) | ( 1.6 ) |
Share‑based payments charge | 2.5 | 2.9 |
116.9 | 113.4 | |
Underlying EBITDA from acquisitions | 6.3 | ( 0.7 ) |
123.2 | 112.7 |
At 31 December 2025, the Group was not in breach of any bank covenants. The covenant position
was as follows:
Position at | ||
Covenant | 31 December | |
Covenant | Requirement | 2025 |
Interest cover ( underlying operating profit excluding share‑based | ||
payment expense and including unwind of discount on lease liabilities: | ||
finance costs excluding finance revenue, debt issue cost amortisation | ||
and unwind of discount on lease liabilities ) | >4.0:1.0 | 9.7:1.0 |
Leverage ( net debt excluding lease liabilities and unamortised debt | ||
issue costs: pro‑forma EBITDA ) | <3.0:1.0 | 1.5:1.0 |
The interest cover and leverage covenants remain at >4.0:1 and <3.0:1 respectively, throughout
the remaining term of the RCF to August 2028, though there exists the option to apply to extend the
leverage covenant to >3.5:1 for a limited period of time if the Group makes an acquisition.
Reconciliation of liabilities arising from financing activities
2025 | 2024 | |
£m | £m | |
At 1 January | 145.2 | 142.9 |
Borrowings repaid | ( 156.6 ) | ( 68.0 ) |
Borrowings drawn down | 235.0 | 69.4 |
Debt issue costs | ( 0.4 ) | – |
Debt issue cost amortisation | 0.9 | 0.9 |
At 31 December | 224.1 | 145.2 |
Compensation of key management personnel
(
including Directors
)
:
2025 | 2024 | |
£m | £m | |
Short‑term employee benefits | 4.1 | 4.4 |
Share‑based payments | 0.3 | 0.6 |
Social security costs | 0.6 | 0.4 |
5.0 | 5.4 |
Key management personnel comprise the Executive Directors, Non‑Executive Directors and other
Financial Statements
209
Notes to the Group Financial Statements continued
The Group’s principal financial liabilities comprise loans and borrowings, deferred and contingent
consideration, lease liabilities, derivative financial instruments and trade and other payables.
The main purpose of these financial liabilities is to finance the Group’s operations. The Group has
trade and other receivables and cash that are derived directly from its operations.
The Group is exposed to interest rate cash flow, foreign currency exchange, credit and liquidity risk.
The Group’s senior management oversees the mitigation of these risks which are summarised
as follows:
The interest rate on the Group’s £350.0m Sustainability‑Linked RCF is variable, being payable at
SONIA plus a margin. The Group manages its long‑term borrowings policy centrally and operates
weekly cash flow forecasting to manage its net debt position to ensure exposure to changes in
interest rates are minimised where possible.
The Group enters into interest rate swaps in order to manage its exposure to fluctuations in interest
rates.
Interest rate sensitivity
The table below demonstrates the sensitivity to a change in 100 basis point in interest rates on the
majority of the Group’s borrowings, which remain unhedged. The analysis assumes all other
variables remain constant and the change in rates takes place at the beginning of the financial
year and held constant throughout the reporting period, the Group’s profit after tax is affected
through the impact on interest rate borrowings as follows:
Effect on profit |
|
after tax |
|
Change in interest rate |
£m |
2025 |
|
Increase of 100 basis points |
( 1.1 ) |
Decrease of 100 basis points |
1.1 |
2024 |
|
Increase of 100 basis points |
( 0.9 ) |
Decrease of 100 basis points |
0.9 |
Foreign currency exchange risk is the risk that the fair value of a financial instrument or future
cash flows will fluctuate because of changes in foreign currency exchange rates. The Group’s
exposure to the risk of changes in foreign currency exchange rates relates primarily to the Group’s
operating activities where the revenue or expense is denominated in a currency other than the
functional currency of the entity undertaking the transaction.
The Group enters into forward foreign currency exchange contracts for the purchase and sale
of foreign currencies in order to manage its exposure to fluctuations in currency rates, primarily
in respect of US Dollar and Euro receipts and payments.
Foreign currency exchange sensitivity
The table below demonstrates the sensitivity to a 10% change in the Euro exchange rate versus
Pounds Sterling, the presentational currency of the Group used for translation purposes, on the
net assets and profit after tax of the Group. The Group’s exposure to foreign currency exchange
rate changes for all other currencies is not material.
Effect on |
Effect on profit |
|
net assets |
after tax |
|
Change in exchange rate |
£m |
£m |
2025 |
||
10% strengthening of Pounds Sterling: against Euro |
( 1.7 ) |
– |
10% weakening of Pounds Sterling: against Euro |
2.0 |
– |
2024 |
||
10% strengthening of Pounds Sterling: against Euro |
( 1.4 ) |
– |
10% weakening of Pounds Sterling: against Euro |
1.6 |
– |
Financial Statements
210
Notes to the Group Financial Statements continued
29. Financial risk management objectives and policies continued
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities
(
primarily for trade receivables
)
and from its financing activities, including cash deposits
with banks.
Trade receivables
Customer credit risk is managed by each subsidiary subject to the Group’s established policy,
procedures and controls relating to customer credit risk management. Credit quality of the
customer is assessed based on an extensive credit rating scorecard and individual credit limits
are defined in accordance with this assessment. Outstanding customer receivables are regularly
monitored and any shipments to major export customers are generally covered by letters of credit
or other forms of credit insurance.
The requirement for impairment is analysed at each balance sheet date on an individual basis for
major clients. Additionally, a large number of minor receivables are grouped into homogeneous
groups and assessed for impairment collectively. The calculation is based on actually incurred
historical data, adjusted for forward‑looking information. The maximum exposure to credit risk at the
balance sheet date is the carrying amount of each class of financial assets as disclosed in Note 22.
The Group does not hold collateral as security. The Group evaluates the concentration of risk
with respect to trade receivables as low. At 31 December 2025, 40.8%
(
2024: 48.1%
)
of net trade
receivables were covered by credit insurance which is subject to the normal policy deductibles.
Financial instruments and cash deposits
The Group maintains strong liquidity through cash balances and deposits of £44.8m and its
undrawn committed RCF of £175.0m at 31 December 2025, which matures in August 2028.
Credit risk arising from cash deposits with banks is managed in accordance with the Group’s
established treasury policy, procedures and controls. Deposits of surplus funds are made only with
banks that have as a minimum a single A credit rating. The Group’s maximum exposure to credit
risk for the components of the balance sheet at 31 December 2025 and 31 December 2024 is the
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The table below summarises the maturity profile of the Group’s financial liabilities based on
contractual undiscounted payments:
3 to 12 | 1 to 5 | ||||
< 3 months | months | years | > 5 years | Total | |
31 December 2025 | £m | £m | £m | £m | £m |
Bank RCF | 2.4 | 7.3 | 190.3 | – | 200.0 |
Private placement loan notes | 0.6 | 1.9 | 33.9 | 27.7 | 64.1 |
Other financial liabilities: | |||||
Trade and other payables | 124.8 | – | – | – | 124.8 |
Interest rate swaps | 0.5 | – | – | – | 0.5 |
Lease liabilities | 2.6 | 7.4 | 22.7 | 4.1 | 36.8 |
130.9 | 16.6 | 246.9 | 31.8 | 426.2 |
The interest payments on the Sustainability‑Linked RCF would be £9.7m per year if the interest rate
plus margin remained at 5.55% and the level of debt did not change from the balance sheet date.
Interest payments are included in the table above.
3 to 12 | 1 to 5 | ||||
< 3 months | months | years | > 5 years | Total | |
31 December 2024 | £m | £m | £m | £m | £m |
Bank RCF | 2.4 | 7.2 | 147.0 | – | 156.6 |
Private placement loan notes | – | 1.1 | 28.3 | – | 29.4 |
Other financial liabilities: | |||||
Trade and other payables | 128.2 | – | – | – | 128.2 |
Forward foreign currency | |||||
derivatives | 0.2 | – | – | – | 0.2 |
Lease liabilities | 2.0 | 6.4 | 22.7 | 3.2 | 34.3 |
132.8 | 14.7 | 198.0 | 3.2 | 348.7 |
The interest payments on the Sustainability‑Linked RCF would be £9.6m per year if the interest rate
Financial Statements
211
Notes to the Group Financial Statements continued
29. Financial risk management objectives and policies continued
The book value of trade and other receivables, trade and other payables, cash balances,
bank borrowings and other liabilities equates to fair value.
The table below sets out the Group’s accounting classification of its other financial liabilities
and their carrying amounts and fair values:
Carrying | Fair | |
value | value | |
£m | £m | |
Interest rate swaps ( designated as hedging instruments ) | 0.5 | 0.5 |
Interest‑bearing loans and borrowings due after more than one year | ||
( designated as financial liabilities measured at amortised cost ) | 224.1 | 224.1 |
Lease liabilities ( designated as financial liabilities | ||
measured at amortised cost ) | 28.8 | 28.8 |
Total at 31 December 2025 | 253.4 | 253.4 |
Carrying | Fair | |
value | value | |
£m | £m | |
Forward foreign currency derivatives | ||
( designated as hedging instruments ) | 0.2 | 0.2 |
Interest‑bearing loans and borrowings due after more than one year | ||
( designated as financial liabilities measured at amortised cost ) | 145.2 | 145.2 |
Lease liabilities ( designated as financial liabilities | ||
measured at amortised cost ) | 27.6 | 27.6 |
Total at 31 December 2024 | 173.0 | 173.0 |
The fair values were determined as follows by reference to:
– Forward foreign currency derivatives: quoted exchange rates.
– Interest rate derivative contracts: quoted market price.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1:
quoted
(
unadjusted
)
prices in active markets for identical assets or liabilities;
Level 2:
other techniques for which all inputs which have a significant effect on the recognised fair
value are observable, either directly or indirectly; and
Level 3:
techniques which use inputs which have a significant effect on the recognised fair value
that are not based on observable market data.
The fair values disclosed above all relate to items categorised as Level 2.
There have been no transfers in any direction between Levels 1, 2 or 3 in the years ended
Financial Statements
212
Notes to the Group Financial Statements continued
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable UK law and regulations.
UK company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have elected to prepare
the financial statements in accordance with UK-Adopted International
Accounting Standards
(
IFRSs
)
.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss
of the Company for that period.
In preparing these financial statements the Directors are required to:
– select suitable accounting policies in accordance with IAS 8, Accounting Policies, Changes
in Accounting Estimates and Errors, and then apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
– present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
– provide additional disclosures when compliance with the specific requirements in IFRSs is
insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial performance;
– state whether applicable UK adopted International Financial Reporting Standards have been
followed, subject to any material departures disclosed and explained in the financial statements;
and
– prepare the financial statements on the going concern basis unless it is appropriate to
presume that the Company will not continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Directors’ Responsibilities Statement
In relation to the Parent Company financial statements
213
Financial Statements
At 31 December 2025
Notes
31 December
2025
£m
31 December
2024
£m
Non-current assets
Investments
4
251.8
250.3
Amounts owed by subsidiary undertakings and other receivables
5
210.0
191.0
Current assets
Amounts owed by subsidiary undertakings and other receivables
5
0.1
0.1
Total assets
461.9
441.4
Current liabilities
Amounts owed to subsidiary undertakings and other payables
6
(205.9)
(156.1)
Net assets
256.0
285.3
Capital and reserves
Equity share capital
7
0.3
0.2
Share premium
7
97.4
93.6
Capital redemption reserve
7
1.1
1.1
Own shares
7
–
–
Other reserves
7
116.5
116.5
Retained earnings
40.7
73.9
Total equity
256.0
285.3
Included in retained earnings is a loss for the year of £4.3m
(
2024: £4.8m loss
)
.
The financial statements were approved for issue by the Board of Directors and signed on its behalf by:
Joe Vorih
Tim Pullen
Director
Director
10 March 2026
10 March 2026
Company Registration No. 06059130
Company Balance Sheet
214
Financial Statements
For the year ended 31 December 2025
Equity
share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Own
shares
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 31 December 2023
0.2
93.6
1.1
–
116.5
105.5
316.9
Loss for the year
–
–
–
–
–
(4.8)
(4.8)
Total comprehensive expense for the year
–
–
–
–
–
(4.8)
(4.8)
Dividends paid
–
–
–
–
–
(30.8)
(30.8)
Share-based payments charge
–
–
–
–
–
2.9
2.9
Share-based payments settled
–
–
–
–
–
0.8
0.8
Share-based payments excess tax benefit
–
–
–
–
–
0.3
0.3
At 31 December 2024
0.2
93.6
1.1
–
116.5
73.9
285.3
Loss for the year
–
–
–
–
–
(4.3)
(4.3)
Total comprehensive expense for the year
–
–
–
–
–
(4.3)
(4.3)
Dividends paid
–
–
–
–
–
(31.3)
(31.3)
Issue of share capital
0.1
3.8
–
–
–
–
3.9
Share-based payments charge
–
–
–
–
–
2.5
2.5
Share-based payments excess tax benefit
–
–
–
–
–
(0.1)
(0.1)
At 31 December 2025
0.3
97.4
1.1
–
116.5
40.7
256.0
Company Statement of Changes in Equity
215
Financial Statements
For the year ended 31 December 2025
31 December
2025
£m
31 December
2024
£m
Operating activities
Operating loss
(4.3)
(4.8)
Non-cash items: Share-based payments
1.0
0.7
Operating cash flows before movement in working capital
(
3.3
)
(
4.1
)
Movement in working capital:
Receivables
0.1
0.8
Payables
(0.1)
(0.2)
Inter-group balances
30.8
33.5
Net cash flows from operating activities
27.5
30.0
Financing activities
Dividends paid
(31.3)
(30.8)
Proceeds from exercise of share options
3.8
0.8
Net cash flows from financing activities
(27.5)
(30.0)
Net change in cash and cash equivalents
–
–
Cash and cash equivalents at 1 January
–
–
Cash and cash equivalents at 31 December
–
–
Company Cash Flow Statement
216
Financial Statements
1. Authorisation of financial statements
The Parent Company financial statements of Genuit Group plc
(
the ‘Company’
)
for the year ended
31 December 2025 were authorised for issue by the Board of Directors on 10 March 2026 and the
balance sheet was signed on the Board’s behalf by Joe Vorih and Tim Pullen.
Genuit Group plc is a public limited company incorporated and domiciled in England and Wales.
The principal activity of the Company is that of a holding company.
2. Summary of material accounting policies
The basis of preparation and accounting policies used in preparing the historical financial
information for the year ended 31 December 2025 are set out below. These accounting policies
have been consistently applied in all material respects to all the periods presented.
2.1 Basis of preparation and statement of compliance with IFRSs
The Company financial statements have been prepared in accordance with UK‑adopted
International Accounting Standards
(
UK‑adopted‑IAS
)
.
The accounting policies which follow set out those policies which apply in preparing the financial
statements for the year ended 31 December 2025.
The Company’s financial statements have been prepared on a historical cost basis. The financial
statements are presented in Pounds Sterling and all values are rounded to one decimal place
of a million
(
£m
)
unless otherwise indicated. No income statement or statement of comprehensive
income is presented by the Company as permitted by Section 408 of the Companies Act 2006.
The results of Genuit Group plc are included in the consolidated financial statements of
Genuit Group plc.
2.2 Going concern
The accounting policy for going concern is consistent with that of the Group as detailed
on page 184 in Note 2.2.
2.3 Investments
Investments in subsidiary undertakings are held at historical cost less any applicable provision
for impairment.
2.4 Share-based payments
The accounting policy for share based payments is consistent with that of the Group as detailed
on page 190 in Note 2.22.
Where the Company is settling an equity settled share based payment transaction in which
one of its subsidiaries is the entity receiving the goods or service, the Parent Company accounts
for the cost as an addition to the cost of its investment in the employing subsidiary.
2.5 Cash dividend
The accounting policy for cash dividend is consistent with that of the Group as detailed
on page 190 in Note 2.23.
2.6 Own shares
The Company operates an employee benefit trust
(
EBT
)
. The Company, and/or the EBT, holds
Genuit Group plc shares for the granting of Genuit Group plc shares to employees and Directors.
These shares are recognised at cost and presented in the balance sheet as a deduction from
equity. No profit or loss is recognised in the income statement on the purchase, sale, issue or
cancellation of these shares. No dividends are earned on these shares.
2.7 Financial instruments
The accounting policy for financial instruments is consistent with that of the Group, as detailed on
pages 188 ‑ 189 in Note 2.15. Expected credit loss
(
ECL
)
calculations are considered annually for
amounts owed by subsidiary undertakings, using the general approach required under IFRS 9. ECLs
are a probability weighted estimate of credit losses based on the Company’s historical credit loss
experience adjusted for debt specific and forward‑looking factors. Under the general approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk, 12‑month ECLs are recognised. For those credit exposures for which there
has been a significant increase in credit risk since initial recognition, a loss allowance is required
for credit losses expected over the remaining life
(
lifetime ECLs
)
.
3. Dividend per share
Please refer to Note 14 on page 197 of the Group financial statements for reference to the
Dividend per share.
4. Investments
Shares in
subsidiary
undertakings
£m
Cost
At 1 January 2024
248.1
Additions – share‑based payments
2.2
At 31 December 2024
250.3
Additions – share-based payments
1.5
At 31 December 2025
251.8
Net book value
At 31 December 2025
251.8
At 31 December 2024
250.3
At 1 January 2024
248.1
In 2025, an adjustment in respect of share‑based payments of £1.5m
(
2024: £2.2m
)
was made
to shares in subsidiary undertakings, representing the financial effects of awards by the Company
of options over its equity shares to employees of subsidiary undertakings. The total contribution
to date was £12.6m
(
2024: £11.1m
)
.
Notes to the Company Financial Statements
For the year ended 31 December 2025
217
Financial Statements
Notes to the Company Financial Statements continued
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
London Topco Limited
2 †
England & Wales
Ordinary £0.01
– £1
100%*
Manthorpe Building Products
Holdings Limited
1
England & Wales
Ordinary £1
100%*
Manthorpe Building Products
Limited
1
England & Wales
Ordinary £1
100%*
Monodraught Holdings Limited
1
England & Wales
Ordinary £1
100%*
Monodraught Limited
1
England & Wales
Ordinary £1
100%*
Monodraught Topco Limited
1
England & Wales
Ordinary £1
100%*
New Urban Standard B.V.
7
The Netherlands
Ordinary €10
100%*
Nuaire Limited
1
England & Wales
Ordinary £1
100%*
Nu‑Heat
(
Holdings
)
Limited
1
England & Wales
Ordinary £0.01
100%*
Nu‑Heat UK Limited
1
England & Wales
Ordinary £1
100%*
Permavoid B.V.
7
The Netherlands
Ordinary €100
100%*
Permavoid Limited
1 †
England & Wales
Ordinary £1
100%*
Permavoid Technologies Limited
1 †
England & Wales
Ordinary £1
100%*
Permavoid Technologies
(
USA
)
Limited
1 †
England & Wales
Ordinary £1
100%*
Permavoid Technologies
(
USA
)
LLC
9
United States of America
Ordinary $1
100%*
Pipe Holdings plc
1
England & Wales
Ordinary £1
100%*
Pipe Holdings 1 plc
1 †
England & Wales
Ordinary £1
100%*
Pipe Holdings 2 Limited
1 †
England & Wales
Ordinary £1
100%*
Pipe Luxembourg Sarl
10
Luxembourg
Ordinary £1
100%
Plura Composites Ltd
1 †
England & Wales
Ordinary £1
100%*
Pocket Bed Limited
1
England & Wales
Ordinary £1
100%*
Polydeck Limited
1 †
England & Wales
Ordinary £1
100%*
Polypipe Limited
1
England & Wales
Ordinary £0.1
100%*
Polypipe Building Products Limited
1
England & Wales
Ordinary £1
100%*
Polypipe Civils Limited
1
England & Wales
Ordinary £1
100%*
Polypipe Italia SRL
11
Italy
Ordinary
€0.52
100%*
Polypipe Middle East FZE
12
United Arab Emirates
Ordinary 1m
UAE Dirhams
100%*
4. Investments continued
The companies in which the Company had an interest at 31 December 2025 are shown below:
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
AAA Holdings Limited
1
England & Wales
Ordinary £1
100%*
Adey Commercial Limited
2 †
England & Wales
Ordinary £1
100%*
Adey Holdings
(
2008
)
Limited
2 †
England & Wales
Ordinary £1
100%*
Adey Innovation Limited
2
England & Wales
Ordinary £1
100%*
Adey Innovation LLC
3
United States of America
n/a
100%*
Adey Innovation SAS
4
France
Ordinary €1
100%*
Adey Innovation
(
Shanghai
)
Water
Treatment Technology Co. Ltd
5
China
Ordinary £1
100%*
Alderburgh Limited
1 †
England & Wales
Ordinary £1
100%*
Alderburgh Ireland Limited
6
Republic of Ireland
Ordinary €1
100%*
Alpha Scientific Ltd
2 †
England & Wales
Ordinary £0.01
100%*
Cistermiser Limited
1
England & Wales
Ordinary £1
100%*
Combimate Limited
1
England & Wales
Ordinary £1
100%*
Davidson Holdings Limited
1
England & Wales
Ordinary £0.10
– £1
100%*
Environmental Sustainable
Solutions Ltd
1
England & Wales
Ordinary £1
100%*
Equaflow Ltd
1
England & Wales
Ordinary £1
50%*
Genuit UFH Limited
1 †
England & Wales
Ordinary £1
100%*
Grey2Green Ltd
1 †
England & Wales
Ordinary £1
100%*
Hamsard 3774 Limited
1 †
England & Wales
Ordinary £1
100%*
Infra Green Limited
1 †
England & Wales
Ordinary £1
100%*
Keraflo Limited
1
England & Wales
Ordinary £1
100%*
Keytec Geomembranes Limited
1 †
England & Wales
Ordinary £1
100%*
Keytec Installation Services Limited
1
England & Wales
Ordinary £1
100%*
Living Roof Supplies Limited
1
England & Wales
Ordinary £1
100%*
London Bidco Limited
2 †
England & Wales
Ordinary £1
100%*
London Finco Limited
2
England & Wales
Ordinary £1
100%*
London Green Roof Company
Limited
1
England & Wales
Ordinary £1
100%*
218
Financial Statements
Notes to the Company Financial Statements continued
4. Investments continued
Registered offices of subsidiaries:
1.
4 Victoria Place, Holbeck, Leeds, LS11 5AE.
2.
Unit 2 Indurent Park Gloucester, Haresfield, Stonehouse, England, GL10 3EZ.
3.
c/o CT Corporation, 1209 Orange Street, Wilmington, Newcastle 19801, Delaware, United States of America.
4.
119B Rue de Colombes, 92600 Asnieres Sur Seine, France.
5.
Room 308‑18, No. 998, South Shen Bin Road, Min Hang District, Shanghai, China.
6. Ballybrack, Kilmacthomas, Co. Waterford.
7.
Kattenburgerstraat 5, 1018, JA, Amsterdam, The Netherlands.
8.
Dromore Road, Lurgan, Co. Armagh, BT66 7HL.
9.
251 Little Falls Drive, Wilmington, Delaware, 19808‑1674, United States of America.
10. 15 Boulevard F.W. Raiffeisen, L‑2411 Luxembourg.
11.
Localita Pianmercato 5C‑D‑H, 16044 Cicagna, Genova, Italy.
12. PO Box 18679, Showroom A2 SR 07, First Al Khail Street, Jebel Ali Free Zone, Dubai, United Arab Emirates.
13. Arenco Tower – Office 908, Dubai Media City, Dubai, United Arab Emirates.
14. Level 15, Commercial Bank Plaza, West Bay, Doha, Qatar.
15. Łomży 18-400, przy ul. Poznańska 149, Poland.
*
The shares in the undertakings marked with an asterisk are held by subsidiary undertakings.
†
These companies are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts
by virtue of the subsidiary exemption from audit by parent guarantee, under Section 479A of the Companies Act 2006.
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
Polypipe Middle East Water
Technology LLC
13
United Arab Emirates
Ordinary 1,000
UAE Dirhams
100%*
Polypipe
(
Ulster
)
Limited
8
Northern Ireland
Ordinary £1
100%*
Robimatic Limited
1 †
England & Wales
Ordinary £1
100%*
Salamander Pumped Shower
Systems Limited
1
England & Wales
Ordinary £1
100%*
Sky Garden Limited
1 †
England & Wales
Ordinary £0.1
100%*
Solutek Environmental Limited
1
England & Wales
Ordinary £1
100%*
Surestop Limited
1 †
England & Wales
Ordinary £1
100%*
Sustainable Water and Drainage
Systems B.V.
7
The Netherlands
Ordinary €1
50%*
Sustainable Water and Drainage
Systems Limited
1 †
England & Wales
Ordinary £1
50%*
Talon Manufacturing Limited
1
England & Wales
Ordinary £1
100%*
Timoleon Sp z.o.o
15
Poland
Ordinary
PLN50
100%*
Water Management Solutions LLC
14
Qatar
Ordinary 1,000
Qatari Riyals
49%*
All the companies operate principally in their country of registration and in the same class
of business as the Group.
219
Financial Statements
Notes to the Company Financial Statements continued
7. Share capital and reserves
Please refer to Note 24 on pages 204 ‑ 205 of the Group financial statements for reference to Share
capital and reserves.
8. Profit for the financial year
Genuit Group plc has not presented its own Income Statement as permitted by Section 408
of the Companies Act 2006. The loss for the year dealt with in the financial statements of the
Company was £4.3m
(
2024: £4.8m
)
.
The only employees remunerated by the Company were the Directors of the Company.
Remuneration paid to the Directors is disclosed in Note 10 to the Group’s consolidated
financial statements.
Amounts paid to the Company’s auditor in respect of the audit of the financial statements
of the Company are disclosed in Note 7 to the Group’s consolidated financial statements.
Fees paid to the auditor for non‑audit services to the Company itself are not disclosed in the
individual financial statements of the Company because the Group’s consolidated financial
statements are required to disclose such fees on a consolidated basis. These are disclosed
in Note 7 to the Group’s consolidated financial statements.
5. Amounts owed by subsidiary undertakings and other receivables
31 December
2025
£m
31 December
2024
£m
Amounts falling due within one year:
Prepayments
0.1
0.1
0.1
0.1
Amounts falling due after one year:
Deferred income tax assets
1.0
1.1
Amounts owed by subsidiary undertakings
209.0
189.9
210.0
191.0
No material allowance for expected credit losses is deemed necessary in respect of amounts owed
by subsidiary undertakings.
6. Amounts owed to subsidiary undertakings and other payables
31 December
2025
£m
31 December
2024
£m
Amounts owed to subsidiary undertakings
205.0
155.1
Other payables
0.9
1.0
205.9
156.1
220
Financial Statements
Notes to the Company Financial Statements continued
9. Related party transactions
The following table provides the analysis of transactions that have been entered into with
related parties:
31 December 2025
31 December 2024
Recharges
from related
parties
£m
Amounts
owed to
related
parties
£m
Recharges
to related
parties
£m
Amounts
owed to
related
parties
£m
Polypipe Limited
49.5
(205.0)
33.6
(
155.1
)
Amounts
owed by
related
parties
£m
Amounts
owed by
related
parties
£m
Pipe Holdings 1 plc:
Eurobonds
64.9
64.9
Preference shares
18.3
18.3
Other
5.1
0.9
Pipe Holdings 2 Limited
6.9
6.4
Pipe Holdings plc
104.4
99.4
Polypipe Limited
9.4
–
209.0
189.9
Other related party transactions includes remuneration paid to key management personnel
(
Genuit
Group plc Executive Directors
)
. This is disclosed within the Annual Report on Remuneration in the
Group accounts.
221
Financial Statements
221
Underlying performance
1
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Revenue
602.1
561.3
586.5
622.2
594.3
Operating profit
Reported
69.7
59.2
62.0
53.4
67.1
Underlying
94.4
92.2
94.1
98.2
95.3
Operating margin
Reported
11.6%
10.5%
10.6%
8.6%
11.3%
Underlying
15.7%
16.4%
16.0%
15.8%
16.0%
Profit after tax
Reported
45.2
33.5
38.5
36.6
41.0
Underlying
64.6
61.1
62.6
76.5
75.1
Non-underlying items
Reported
(24.7)
(
33.0
)
(
32.1
)
(
45.5
)
(
28.2
)
Tax
5.3
5.4
8.0
5.2
(5.9)
Non-underlying loss after tax
(19.4)
(
27.6
)
(
24.1
)
(
40.3
)
(
34.1
)
Basic EPS
(
pence
)
Reported
18.2
13.5
15.5
14.7
16.7
Underlying
26.0
24.6
25.2
30.8
30.6
Diluted EPS
(
pence
)
Reported
17.8
13.3
15.4
14.6
16.5
Underlying
25.4
24.3
25.1
30.5
30.2
Cash flow from operations
Reported cash generated from operations
114.1
115.5
109.7
93.9
84.4
Adjusted for:
• Non‑underlying cash items
12.3
12.7
14.2
9.6
6.9
Underlying cash generated from operations
126.4
128.2
123.9
103.5
91.3
Underlying operating cash conversion
(
%
)
2
102.0%
107.6%
103.6%
84.0%
77.2%
Leverage
3
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Net debt
Loans and borrowings
225.0
146.5
145.0
195.9
198.0
Unamortised debt issue costs
(0.9)
(
1.3
)
(
2.1
)
(
2.8
)
(
0.6
)
IFRS 16
28.8
27.6
23.4
23.1
20.6
Cash
(44.8)
(
43.6
)
(
17.0
)
(
50.0
)
(
52.3
)
Reported net debt
208.1
129.2
149.3
166.2
165.7
Net debt
(
excluding IFRS 16
)
179.3
101.6
125.9
143.1
145.1
Net debt (excluding IFRS 16 and unamortised debt
issue costs)
180.2
102.9
128.0
145.9
145.7
Pro-forma EBITDA
4
Underlying operating profit:
94.4
92.2
94.1
98.2
95.3
Adjusted for:
• Depreciation (underlying)
28.7
26.3
24.7
24.8
22.8
• Amortisation (underlying)
0.8
0.7
0.8
0.2
0.1
Underlying EBITDA
123.9
119.2
119.6
123.2
118.2
•
Depreciation of right‑of‑use assets
(
underlying
)
(7.7)
(7.1)
(5.6)
(5.4)
(4.5)
•
Un‑wind of discount on IFRS 16
(1.8)
(
1.6
)
(
1.2
)
(
0.8
)
(
0.7
)
• Share‑based payments charge
2.5
2.9
2.1
2.9
2.5
116.9
113.4
114.9
119.9
115.5
EBITDA from acquisitions
(
full 12 months
)
6.3
(
0.7
)
–
0.2
2.3
Pro-forma EBITDA
123.2
112.7
114.9
120.1
117.8
Leverage
1.5
0.9
1.1
1.2
1.2
Key Performance Indicators
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Return on invested capital
5
Underlying operating profit
94.4
92.2
94.1
98.2
95.3
Adjusted for acquisitions
(
full 12 months
)
5.6
(
0.7
)
–
0.2
1.7
Adjusted underlying operating profit
100.0
91.5
94.1
98.4
97.0
Average net assets
651.5
635.6
631.4
623.0
573.9
Average net debt excluding IFRS 16
131.7
116.7
111.4
152.0
109.8
Acquisition related liabilities
-
‑
8.2
8.0
4.3
Historic amortisation charges (net of deferred tax)
127.3
115.8
92.6
79.0
51.6
Less historic goodwill
(234.4)
(234.4)
(
234.4
)
(
234.4
)
(234.4)
Adjusted net assets
676.1
633.7
609.2
627.6
505.2
Return on invested capital
14.8%
14.4%
15.4%
15.7%
19.2%
Five-Year Summary
(
Unaudited
)
Alternative Performance Measures
1.
Underlying performance
Underlying profit and earnings measures exclude certain non‑underlying items
(
which are detailed in Note 8
)
and, where relevant,
the tax effect of these items. The Directors consider that these measures provide a better and more consistent indication of the
Group’s underlying financial performance and more meaningful comparison with prior and future periods to assess trends in the
Group’s financial performance.
2.
Underlying operating cash conversion
Underlying operating cash conversion has been restated for all periods to a pre‑capex and lease payments basis. The Group
believes this is a more appropriate measure of cash conversion as it demonstrates the Group’s working capital efficiency before
capital investment, and allows for alignment with the Group’s strategic investment profile in the medium‑term. It is defined as cash
generated from operations adjusted for non‑underlying cash items, divided by underlying EBITDA.
3. Leverage
Leverage is defined as net debt (excluding unamortised debt issue costs and lease debt), divided by pro‑forma EBITDA.
4. Pro‑forma EBITDA
Pro‑forma EBITDA is defined as pre‑IFRS 16 underlying operating profit before depreciation, amortisation and share‑based
payment charges, for the 12 months preceding the balance sheet date, adjusted where relevant, to include a full year of EBITDA
from acquisitions made during those 12 months.
Key Performance Indicators
5. Return on invested capital (ROIC)
ROIC is measured as underlying operating profit for the year plus full year impact from acquisitions, divided by average net assets
excluding net debt (but including IFRS 16), acquisition related liabilities and historic goodwill and acquisition related amortisation
charges. The measure also excludes the goodwill arising from the original transaction that created the Group as a result of the Initial
Public Offering (IPO) in 2014.
222
Financial Statements
Financial Statements
Financial calendar
Preliminary Announcement of Results for
the year ended 31 December 2025
10
March 2026
Annual General Meeting
22
May 2026
Final dividend for the year ended 31 December 2025:
– Ex‑dividend date
30 April 2026
– Record date
1 May 2026
– Payment date
3 June 2026
Half yearly results for the six months
ending 30 June 2026
11 August 2026
Half yearly dividend for the six months ending 30 June 2026:
– Ex‑dividend date
27 August 2026
– Record date
28 August 2026
– Payment date
30 September 2026
Shareholder
Information
223
Shareholder Information continued
Registrar services
Our shareholder register is managed and administered
by MUFG Corporate Markets.
MUFG Corporate Markets should be able to help you with
most questions you have in relation to your holding in
Genuit Group plc shares.
MUFG Corporate Markets can be contacted at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.mpms.mufg.com
Shareholder helpline for information
relating to your shares call:
+44
(
0
)
371 664 0300
Website helpline for information on
using this website call:
+44
(
0
)
371 664 0391
Calls to 0371 are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom
are charged at the applicable international rate.
We are open between 09:00–17:30, Monday to Friday excluding
public holidays in England and Wales.
e-mail: shareholderenquiries@cm.mpms.mufg.com
In addition, MUFG Corporate Markets offers a range of other
services to shareholders including a share dealing service
and a share portal to manage your holdings.
Share dealing service
A share dealing service is available to existing shareholders to
buy or sell the Company’s shares via MUFG Corporate Markets.
Online and telephone dealing facilities provide an easy
to access and simple to use service.
For further information on this service, or to buy or sell shares,
please go to
sharedeal.cm.mpms.mufg.com
for online dealing,
call
+44
(
0
)
371 664 0445
for telephone dealing, or email
info.uk@cm.mpms.mufg.com.
Please note that the Directors of the Company are not seeking
to encourage shareholders to either buy or sell their shares.
Shareholders in any doubt as to what action to take are
recommended to seek financial advice from an independent
financial adviser authorised by the Financial Services and
Markets Act 2000.
Electronic communications
The Company is committed to reducing its environmental
impact, and continually improving environmental performance
is an integral part of its strategy. We therefore encourage
shareholders to consider receiving their communications from
the Company electronically. This will enable you to receive such
communications more quickly and securely, whilst supporting
our sustainability commitment by communicating in a more
environmentally friendly and cost‑effective manner. Registration
for electronic communications is available via the Investor Centre
app, at
https://uk.investorcentre.mpms.mufg.com/
,
or by
contacting MUFG Corporate Markets as detailed above.
Dividends
As previously notified, the Company no longer pays dividends
by cheque, so it is important that shareholders complete a
dividend mandate, otherwise there will be a delay in payment
of dividends until such time as bank account details are
provided. To register your bank account details, download the
Investor Centre app or visit
https://uk.investorcentre.mpms.mufg.
com/
, or contact MUFG Corporate Markets as detailed above.
Details of the historic dividend payments made by the Company
are set out below for information.
2025
2024
2023
2022
2021
Interim
4.2p
4.1p
4.1p
4.1p
4.0p
Final
8.7p
8.4p
8.3p
8.2p
8.2p
Total
12.9p
12.5p
12.4p
12.3p
12.2p
224
UK
Polypipe Building Products
Broomhouse Lane
Edlington
Doncaster
South Yorkshire
DN12 1ES
Neale Road
Doncaster
South Yorkshire
DN2 4PG
Polypipe Ulster
Dromore Road
Lurgan
Co. Armagh
BT66 7HL
Polypipe Civils and
Green Urbanisation
Charnwood Business Park
North Road
Loughborough
LE11 1LE
Holmes Way
Horncastle
LN9 6JW
Polypipe Building Services
New Hythe Business Park
College Road
Aylesford
Kent
ME20 7PJ
Nuaire
Western Industrial Estate
Caerphilly
CF83 1NA
Unit 5
Pantglas Industrial Estate
Bedwas
CF83 8DR
Monodraught
Halifax House
Coronation Road
Cressex Industrial Estate
High Wycombe
HP12 3SE
Unit 10 The M40 Industrial Centre
Blenheim Road
High Wycombe
HP12 3RS
Manthorpe Building Products
Brittain Drive
Codnor Gate Business Park
Ripley
DE5 3ND
Nu-Heat & Omnie
Heathpark House
Devonshire Road
Heathpark Industrial Estate
Honiton
Devon
EX14 1SD
The Otter Building
Exeter Business Park
Grenadier Road
Exeter
EX1 3LH
Adey Innovation
Unit 2
Indurent Park
Haresfield
Stonehouse
Gloucestershire
GL10 3EZ
Polydeck
Unit 14
Burnett Industrial Estate
Cox’s Green
Wrington
Bristol
BS40 5QP
Mason Pinder
Coulman St
Thorne
Doncaster
DN8 5JS
Sky Garden
Unit 3 Miller Court
Severn Drive
Tewkesbury
GL20 8DN
Salamander Pumped Shower
Systems
Unit C
Colima Avenue
Sunderland Enterprise Park
Sunderland
SR5 3XE
Cistermiser & Keraflo
Unit 1 and Part First Floor Unit 2
Woodley Park Estate
55-69 Reading Road
Woodley
RG5 3AN
Talon Manufacturing
Units 2, 3, 4 , 5 Chieftain Close
Gillingham Business Park
Gillingham
ME8 0PP
Unit 12 Neptune Business Estate
Neptune Close
Medway City Estate
Rochester
ME2 4LT
Mainland Europe
Polypipe Italia
Localita Pianmercato 5C-D-H
16044 Cicagna, Genova
Italy
Permavoid
Kattenburgerstraat 5
1018, JA
Amsterdam
The Netherlands
Middle East
Polypipe Middle East Water
Technology LLC
Arenco Tower
Office 908
Dubai Media City
Dubai
United Arab Emirates
Principal Group businesses
Contact details and advisers
Consultancy, design and production
www.luminous.co.uk
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Company registration number
and registered office
06059130
4 Victoria Place
Holbeck
Leeds
LS11 5AE
Independent auditor
Ernst & Young LLP
12 Wellington Place
Leeds
LS1 4AP
Principal bankers
Lloyds
Sheffield
J.P. Morgan
London
NatWest
Leeds
Santander
Leeds
Allied Irish Bank
Dublin
Registrar and transfer office
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate brokers
Deutsche Numis
J.P. Morgan Cazenove
Disclaimer: The front cover of this report has been created using generative AI.
Genuit Group plc
4 Victoria Place, Holbeck,
Leeds, LS11 5AE
+44 (0) 1138 315315
www.genuitgroup.com