REG - Breedon Group PLC - Final Results
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RNS Number : 1200W Breedon Group PLC 11 March 2026
11 March 2026
BREEDON GROUP PLC
Annual results 2025
A better, stronger business, primed for growth
Record post-Covid Free Cash Flow generation
Breedon Group plc (Breedon or the Group), a leading vertically-integrated
construction materials group in Great Britain, Ireland and the United States,
announces audited results for the year ended 31 December 2025.
Statutory highlights Underlying(1) highlights
£m 2025 2024 % change 2025 2024 % change % LFL(2)
except where stated
Revenue 1,713.8 1,576.3 9% 1,713.8 1,576.3 9% (3)%
EBITDA(3) 269.2 258.3 4% 278.8 269.9 3% (4)%
EBITDA(3) margin 15.7% 16.4% (70)bps 16.3% 17.1% (80)bps (20)bps
Profit Before Tax 105.3 125.4 (16)% 140.2 150.8 (7)%
Basic EPS(4) ( ) 24.2p 28.1p (14)% 31.8p 34.4p (8)%
Dividend per share 15.0p 14.5p 3%
Free Cash Flow(5) 133.2 114.1 17%
Net Debt(6) 527.3 405.3 30%
Covenant Leverage(7) 1.8x 1.4x 0.4x
ROIC(8) 7.8% 9.0% (120)bps
FINANCIAL HIGHLIGHTS
Decisive execution and strategic delivery drive a further year of revenue and
EBITDA growth
· Revenue increased 9% supported by acquisition of Lionmark and
full year BMC contribution
o LFL revenue decreased 3% impacted by lower GB volumes and Ireland project
deferrals
o Broadly stable material pricing in the year and resilient order backlogs
· Underlying EBITDA increased 3%, supported by cost discipline and
operational excellence
o LFL Underlying EBITDA margin resilient; supported by the delivery of over
£20m of savings and operational excellence initiatives
· EPS decreased, reflecting lower profitability and impact of
amortisation of acquired intangibles on statutory figures
Record post-Covid Free Cash Flow generation leading to rapid deleveraging from
mid-year peak
· Record post-Covid FCF generation of £133.2m (2024: £114.1m);
FCF conversion increased to 48% (2024: 42%) - third successive year of
improvement
· Covenant Leverage increased to 1.8x (2024: 1.4x) reflecting the
Lionmark acquisition
o Reduced 0.4x from our half-year peak; largest in-year deleveraging since
2021
· Post-tax ROIC at 7.8% (2024: 9.0%) reflects short-term dilution
from Lionmark and lower levels of profitability across the Group and
investment to support future growth
Full year dividend increased to 15.0p; payout ratio of 47% reflects strong
cash performance, commitment to a progressive dividend and confidence in the
future
OPERATING HIGHLIGHTS
Self-help and commercial discipline in a testing year
· Country-based model: Simplified management structure implemented
enabling teams to respond rapidly to market developments, access internal
efficiencies and provide improved levels of customer service
· GB: Adapted to a fourth consecutive year of declining market
volumes; generated significant savings through operational excellence
initiatives to maintain Underlying EBITDA margin
· Ireland: Delivered further strategic progress; Underlying EBITDA
margin remained structurally higher than in the recent past, solar farm and
cement bagging plant projects successfully commissioned, progress made towards
expanding our position in the Dublin market
· US: Platform continued to develop, establishing a leading
position in Missouri; secured strong positions on major infrastructure
projects, acquisition of Lionmark diversified the product portfolio and
balanced out our end-market exposure
STRATEGIC HIGHLIGHTS
EXPAND: Complementary M&A, acquiring strategically significant assets in
each geography
· Lionmark integration now substantially complete, Booth
transaction announced in Ireland alongside bolt-on acquisitions in GB that
bring opportunities for further vertical-integration
· Continued to pursue M&A opportunities, with a well-populated
pipeline across all geographies
IMPROVE: Mineral reserves replenished, efficiency enhanced, savings delivered
· Secured planning extensions for 29m tonnes and progressed a
pipeline of 129m tonnes of mineral at various stages of the planning and
approval process
· Proactive operational and commercial excellence programmes
unlocked further efficiencies including procurement and distribution savings
and disposal of surplus carbon credits
LENSES: Enablers of growth
· People: Safety improved, apprenticeship programme reinvigorated
and high levels of engagement sustained
· Sustainability: Incorporated US business into SBTi disclosure,
CDP ratings maintained or upgraded (Climate Change: A-, Water Security: B from
B-), increased contribution from sales of our Breedon Balance range of
products with sustainable attributes, and MSCI ESG score improved to AAA
(2024: AA)
· Finance: Strong, flexible balance sheet maintained with RCF
facilities extended to 2029, further issue of €95m USPP with low fixed
interest rates and repayment schedule out to 2036
Peak Cluster shareholder agreement and British Cement Advocacy
· Peak Cluster shareholder agreement signed; commenced FEED on Hope
carbon capture plant. Across Peak Cluster and related cement decarbonisation
projects, we expect to invest over £20m over the next three years in advance
of a Final Investment Decision
· Escalated our parliamentary engagement campaign in advance of the
implementation of the Carbon Border Adjustment Mechanism in Europe in 2026 and
the UK in 2027 as we encourage Government and our customers to "Back British
Cement"
CURRENT TRADING AND OUTLOOK
· UK: Construction market indicators continue to be subdued.
Although there are signs that markets are stabilising, the backdrop remains
dynamic
· RoI: The outlook is encouraging. The NDP has allocated the
necessary funding for essential infrastructure investment over the coming
decade
· US: Infrastructure spending plans are supportive while the
outlook for residential housebuilding is less certain. Weather patterns in the
Midwest to date have been more normal compared to 2025 and the business has
traded encouragingly in the year to date
· We remain focused on operational and commercial excellence, and
continue to see sustained higher levels of enquiries across the business,
particularly in infrastructure
· Executing targeted bolt-on M&A across all our geographies
coupled with organic investment back into the business is central to our
capital allocation philosophy, enabled by our strong cash generation and
flexible balance sheet
Rob Wood, Chief Executive Officer, commented:
"In 2025 team Breedon rose to the challenge and delivered another year of
revenue and EBITDA growth, along with a record cash performance, thanks to
strong strategic execution combined with operating and financial discipline.
Their determination and optimism are exemplary and I thank them wholeheartedly
for their enduring commitment to making Breedon a better, stronger business.
"We achieved a great deal in 2025 despite challenging markets, political
uncertainty and weak business and consumer confidence, the missing ingredients
for construction project activity. We expanded and diversified in the US,
improved our GB and Ireland businesses, progressed our sustainability
strategy, took care of our people and maintained our strong and flexible
balance sheet. This was the result of focusing on everything within our
control, from quarry to customer. We simplified our management structure,
unlocked operational efficiencies, completed transformational transactions and
invested wisely.
"We are the largest cement manufacturer in GB and proud of what we do to
support British jobs, supply chains and decarbonisation. In 2025 we escalated
our parliamentary engagement campaign to "Back British Cement", advocating for
our foundation industry's role in our national security and economic
prosperity as we transition to the Carbon Border Adjustment Mechanism.
"We approach the coming year with confidence in our proven capability, the
resilience of team Breedon, and the agility of the model we operate. We will
continue to adapt to the uncertain fiscal, economic and geopolitical factors
as they develop, leveraging our operational excellence, well-invested assets,
and first-class team, confident that Breedon is primed and ready for when our
end-markets resume growth."
RESULTS PRESENTATION
Breedon will host a results presentation for analysts and investors at 08:30am
today at the offices of Deutsche Bank, 21 Moorfields Highwalk, London EC2Y
9DP, or online via www.breedongroup.com/investors
(http://www.breedongroup.com/investors) . The presentation will be followed by
Q&A, where it will be possible to participate through the following
dial-in details:
Event Title: Breedon Annual Results 2025
Start Time/Date: 08:30am Wednesday, 11 March 2026 - please join the event 5-10 minutes prior to
scheduled start time. When prompted, provide the event title
Webcast link: https://www.investis-live.com/breedongroup/69930db860f1a900102c95df/srgw
(https://www.investis-live.com/breedongroup/69930db860f1a900102c95df/srgw)
Operator assisted dial-in
United Kingdom, Toll-free: +44 808 189 0158
United Kingdom, Local: +44 20 3936 2999
Access Code: 840960
ENQUIRIES
Breedon Group plc +44 (0) 1332 694010
Rob Wood, Chief Executive Officer
James Brotherton, Chief Financial Officer
Louise Turner-Smith, Head of Investor Relations +44 (0) 7860 911909
MHP (Public relations adviser) +44 (0) 7770 753544
Reg Hoare, Rachel Farrington, Charles Hirst breedon@mhpgroup.com
Notes:
1. Underlying results are stated before acquisition-related expenses,
property gains and losses, redundancy and reorganisation and other costs,
cement decarbonisation costs, amortisation of acquired intangibles,
unamortised banking arrangement fees (where applicable) and related tax
items.
2. Like-for-like reflects reported values adjusted for the impact of
acquisitions, disposals and material currency fluctuations. Currency
fluctuations are calculated on a constant currency basis by applying the
average exchange rate for the prior period to the current year local currency
amount.
3. Earnings before interest, tax, depreciation and amortisation.
4. Adjusted Underlying Basic EPS is Statutory Basic EPS adjusted to
exclude the impact of non-underlying items.
5. Free Cash Flow: reported net cash flow from operating activities
and net cash used in investing activities, adjusted for the cash impact of
major capital projects in the year, cash associated with acquisition of
businesses and the cash impact of non-underlying items.
6. Net Debt including IFRS 16 lease liabilities.
7. Covenant Leverage: the ratio of Underlying EBITDA to Net Debt, with
both Underlying EBITDA and Net Debt amended to reflect the material items
which are adjusted by the Group and its lenders in determining leverage for
the purpose of assessing covenant compliance. The only material adjusting
items being the impact of IFRS 16 and a pro-forma adjustment to include
pre-acquisition EBITDA from businesses owned for less than twelve months.
8. ROIC: Underlying post-tax return on average invested capital.
9. Company compiled consensus: FY 2025 EBITDA £276.3m, range £275.0m
to £278.9m.
10. Information for investors, including analyst consensus estimates, can
be found on the Group's website at www.breedongroup.com/investors
(http://www.breedongroup.com/investors) .
About Breedon Group plc
Breedon Group plc, a leading vertically-integrated construction materials
group in Great Britain, Ireland and the United States, delivers essential
products to the construction sector. Breedon holds 1.5bn tonnes of mineral
reserves and resources with long reserve life, supplying value-added products
and services, including specialty materials, surfacing and highway maintenance
operations, to a broad range of customers through its extensive local network
of quarries, ready-mixed concrete and asphalt plants.
The Group's two well-invested cement plants are actively engaged in a number
of carbon reduction practices, which include utilising alternative raw
materials and lower carbon fuels. Breedon's 4,800 colleagues embody our
commitment to 'Make a Material Difference' as the Group continues to execute
its strategy to create sustainable value for all stakeholders, delivering
growth through organic improvement and acquisition in the heavyside
construction materials market. Breedon shares (BREE) are traded on the Main
Market of the London Stock Exchange and are a constituent of the FTSE 250
index.
LEI: 213800DQGNQE3X76WS92
A year of decisive strategic execution, adapting to market conditions
In 2025, our focus on decisive strategic execution combined with operating and
financial discipline, ensured we delivered a further year of revenue and
Underlying EBITDA growth, together with excellent cash generation, despite
challenging market conditions and political uncertainty. On a like-for-like
basis, revenue and Underlying EBITDA declined modestly.
From 1 July 2025 we simplified our management structure, moving to a
country-based model that reflects the operating profile of the Group. This
development will enable our teams to respond rapidly in each of our different
markets, allowing us to access internal efficiencies and provide our customers
with an improved level of service.
In a testing year, our first-class team exemplified our values, enhanced the
operating efficiency of our business, retained their focus and maintained an
industry-leading level of colleague engagement. Thanks to their diligence and
commitment we enter 2026 as a better, stronger business across all our
divisions.
Each of our three divisions had to contend with headwinds in their respective
geographies during 2025.
Subdued demand, particularly in the housebuilding sector, combined with
political and fiscal disruption, led to the fourth consecutive year of
declining volumes in GB with supplied ready-mixed concrete volumes at their
lowest levels since 1963.
In Ireland, while the market in RoI has continued to expand, our business was
impacted by the deferral of two major infrastructure projects.
In the US the residential market remained challenging while extreme weather
conditions in the first half of the year disrupted normal seasonal work
patterns for our customers.
Decisive execution of our strategy by the team ensured our initiatives gained
rapid traction and enabled us to deliver a further year of growth in
Underlying EBITDA.
We expanded and diversified our US business through the acquisition of
Lionmark, completed three bolt-on transactions in GB and Ireland, and
announced the acquisition of Booth Precast Products Limited (Booth) towards
the end of the year.
The integration of Lionmark into our US business is now substantially complete
and we are ahead of schedule in the development of our US platform. We are
encouraged by the prospects for our enlarged US business with a healthy
pipeline of potential M&A and opportunities for further vertical
integration.
We enhanced the efficiency of our operations through targeted self-help
programmes, and continued to invest in each of our platforms. As importantly,
we have degeared rapidly since the half year, achieving our best post-Covid
Free Cash Flow performance and demonstrating yet again the strong cash
generation characteristics of our businesses.
Peak Cluster shareholder agreement
The Peak Cluster shareholder agreement represents a significant step towards
the ultimate goal of decarbonising 40% of the UK's cement and lime industry
through carbon capture and storage. The agreement provides the financing for
the planning of all aspects of the project, as well as the FEED for the
pipeline, with a significant cornerstone equity investment of £28.6m secured
from the National Wealth Fund.
In parallel, we will now commence FEED on the Hope carbon capture plant.
Across Peak Cluster and related projects, we expect to invest over £20m over
the next three years in advance of a Final Investment Decision.
British Cement Advocacy
As a leading provider of cement in GB and the largest British-based domestic
manufacturer, we have campaigned alongside the MPA to raise the profile of
this foundation industry and advocate for its key role in our national
security and economic prosperity, supporting British jobs, supply chains and
decarbonisation.
During 2025 we escalated our parliamentary engagement campaign, highlighting
risks to the industry, including uneven carbon regulation, high energy prices,
rising labour costs and the increasing flow of imports.
We are advocating for significant Government intervention; our policy asks
include establishing a robust Carbon Border Adjustment Mechanism, addressing
the wider competitiveness challenges, accelerating support for carbon capture
technologies, and promoting domestically produced cement in public
procurement.
We will continue our engagement throughout 2026 as we strongly encourage the
Government and our customers to "Back British Cement".
Outlook
Construction market indicators in the UK continued to be subdued. Although
there are signs that markets are stabilising, the backdrop remains dynamic.
While changes to planning regulations are helpful, we believe meaningful
recovery in UK residential markets will only be seen if there is appropriate
demand stimulus put in place.
The outlook in RoI is very encouraging; net immigration and increasing levels
of household formation are driving the need for investment in housing and
infrastructure. Funding for this necessary investment of €275m over the
coming decade has been allocated in the National Development Plan (NDP) and is
supported by strong economic growth, a budget surplus and is accompanied by
enabling legislation.
Infrastructure spending plans in the US Midwest are supportive, underpinned by
both state and federal funding programmes. The outlook for residential
housebuilding is less certain with affordability challenges leading to a
subdued market.
While it is still early in the year, weather patterns in the US Midwest in the
first two months of 2026 have been more normal than those experienced in 2025
and the US business has traded encouragingly in the year to date.
In 2026 we will stay focused on our operational and commercial excellence
programmes. We continue to see sustained higher levels of enquiries across our
businesses, particularly in infrastructure where investment in transport,
energy and water sectors is well-funded.
Executing targeted bolt-on M&A across all our geographies remains a key
strategic objective and we have an active pipeline of opportunities.
Through-cycle organic investment is central to our capital allocation
philosophy and, enabled by our strong cash generation and flexible balance
sheet, we will continue to invest in our assets, operations and the Breedon
team, ensuring we are primed and ready for when our end-markets resume growth.
STRATEGY REVIEW
Strategic execution delivered further progress in 2025
In 2025 we implemented our evolved strategy, Breedon 3.0, in which we
committed to Expand and Improve the Group, with strategic actions viewed
through the lenses of People, Sustainability and Finance. Prioritising
profitable growth has enabled us to deliver meaningful strategic progress.
Expand
Complementary M&A is at the heart of our profitable growth strategy. We
have an active pipeline of opportunities and in 2025 we completed transactions
in each of our geographies. The most notable transaction in 2025 was the
acquisition of Lionmark, a provider of asphalt and surfacing solutions with
activities in Missouri and the surrounding states, for an enterprise value of
US$238m.
In combining BMC with Lionmark, we have diversified the US business,
rebalanced the US profile towards the well-funded infrastructure market, and
enhanced our ability to participate in major projects, such as the I-70
highway improvement programme. This successful integration means we are ahead
of schedule in the development of our US platform and our focus is now on
identifying complementary bolt-on transactions as we develop our business
across the US Midwest.
Across GB and Ireland we completed three bolt-on acquisitions that each give
opportunities for vertical integration of our upstream aggregate and cement
products. Towards the end of the year we announced the acquisition of Booth,
based in County Laois, which brings sand and gravel mineral reserves within
reach of the strategically important Dublin market.
Proactive management of our portfolio is a key element of our capital
allocation framework and during the year we disposed of, closed or mothballed
21 surplus sites across the Group and exited our non-core Irish streetlighting
business.
Improve
The replenishment and extension of our mineral reserves and resources is a
critical component of Breedon's investment case. Our mineral asset base, which
provides a valuable store of incumbent value and is the lifeblood of future
growth, has grown materially in the past three years.
Our Land & Minerals teams are skilled at navigating the complex processes
of planning and permitting. In 2025 they replenished our mineral asset base,
securing planning for an incremental 29 million tonnes of mineral with an
additional 129 million tonnes of prospects at various stages of the planning
and approval process.
Enhancing the efficiency of our operations is central to our day-to-day
activities with our core aim being to maximise the value of every tonne of
material we quarry. We operate proactive programmes of operational and
commercial excellence coupled with targeted investment to unlock efficiencies
and promote future growth.
In response to the challenging markets, our operational excellence initiatives
delivered over £20m of savings through a number of initiatives. Procurement
and distribution cost savings, headcount reductions, disposal of surplus
carbon credits and further operational efficiencies including greater use of
alternative fuels, delivered the majority of savings.
People
Our people are critical to the success of our business and in 2025 our team
expanded once again with the addition of c.400 Lionmark colleagues. The move
to a country-based operating model has been well received and brings greater
opportunities for progression across both our GB and Ireland businesses.
Ensuring our colleagues go Home Safe and Well each day remains our highest
priority. While the lost time injury frequency rate was broadly flat in 2025
at 3.4 per million hours worked (2024: 3.3), lost time injuries were generally
of a minor nature. Proactive safety activity increased substantially in 2025,
supported by higher levels of safety observations, task audits and Visible
Felt Leadership visits.
Demonstrating our absolute commitment to keeping our colleagues safe requires
visible investment, particularly in the period immediately following
acquisition. Since establishing our US platform we have recruited a
high-quality safety team, upgraded personal protective equipment for all
colleagues, as well as setting minimum standards for guarding, signage and
site design. We have also invested in a mobile driving simulator to assist
with the education and training of our US driver colleagues and have seen a
significant reduction in the number of truck rollovers.
In 2025 we improved our wellbeing offering to our colleagues, upgrading our
occupational health and benefits platform across GB and Ireland, implementing
a 'Digital GP' and delivering a 'Winter Wellness' campaign.
Investment in our colleagues continues and during the year we expanded our
management training programme across the Group. We reinvigorated our early
careers pathway, welcoming 56 apprentices (2024: 40) to a refreshed programme
and have established a Breedon Women's Network to provide mentoring and career
progression opportunities for our female colleagues.
The success of our People strategy was captured in our latest engagement
survey. While the response rate of 70% (2024: 75%) was lower year-on-year,
engagement remained high at 77% (2024: 78%).
Sustainability
Our sustainability strategy is well-established and embedded, with delivery
groups taking ownership at site level across the business.
Core to this element of our strategy is the disclosure and transparency of our
performance. In 2025 we implemented a simple-to-use data capture platform,
Enablon, allowing us to gather data in real-time, enhancing performance, data
quality, risk management and compliance.
During the year, our US business was incorporated into our SBTi disclosure for
the first time and we continued to make good progress towards our 2030
targets:
· We reduced our combined scope 1 and 2 GHG emissions, and scope 3
emissions from purchased clinker and cement by 7% and we remain on track to
meet our 2030 carbon emission reduction target. Taking into account the
establishment of our US platform, our SBTi target was re-baselined in 2025.
· To date we have delivered over £130m towards our commitment to
deliver £500m of cumulative social value by 2030, investing in community
sports and recreation assets, donating laptops to local schools, raising road
safety awareness and contributing over 6,700 volunteering hours.
· We increased the contribution of Breedon Balance products to 39% of
sales, increasing the use of recycled asphalt planings, the use of lower
embedded CEM II ready-mixed concrete blends, and the use of CarbonCure(TM)
concrete in the US.
Our sustainability progress was recognised with a CDP rating of A- for Climate
Change while Water Security was upgraded to B (2024: B-). Our MSCI ESG score
improved to AAA (2024: AA), which places us in the top decile of the MSCI All
Countries World Index construction materials industry.
Finance
To maintain a strong and flexible balance sheet, capital allocation is viewed
through the lens of our disciplined financial framework and our performance is
measured against a suite of financial metrics.
Our strategy has considerable optionality, providing multiple routes to
maximise profitable growth. Through-cycle investment to sustain long-term
growth is a key differentiator for Breedon and during the period we again
invested ahead of depreciation.
For further detail turn to the Finance review on page 11.
OPERATIONAL REVIEW
Product volumes
million tonnes except where stated 2025 2024 Change % LFL %
Aggregates 28.1 27.3 3% (2)%
Asphalt 4.1 3.6 11% 2%
Cement 1.9 2.0 (5)% (5)%
Ready-mixed concrete (m(3)) 3.1m 3.3m (5)% (7)%
Note: Reported percentage movements are based on non-rounded data.
Great Britain
£m except where stated 2025 2024 Change % LFL %
Revenue 1,116.1 1,155.8 (3)% (4)%
Underlying EBITDA 185.2 192.7 (4)% (5)%
Underlying EBITDA margin 16.6% 16.7% (10)bps (10)bps
The GB business delivered a robust outcome in challenging markets. Although
materials volumes experienced a fourth consecutive year of decline, Underlying
EBITDA margins were broadly maintained. Enquiry levels remained elevated
throughout the year as customers maintained a readiness to proceed with
construction activities. However, orders were impacted as fragile business
confidence and the uncertain political and economic backdrop delayed project
starts.
Residential housebuilding was subdued, particularly in the second half. The
timing of the government's Autumn Budget impacted activity as affordability
concerns affected demand. Reform to the UK planning system is a welcome
development, however, this will take time to have a meaningful impact, and
residential planning approvals in England hit a record low during 2025.
Infrastructure activity was stable. Work on HS2 is now passing its peak while
activity on other major projects, such as Sizewell C and modular nuclear,
remain in the early stages. The interrupted transition to Road Investment
Strategy 3 held back highways spending in England and Wales. However,
additional funding was directed to pot-hole repair and in Scotland activity on
the major trunk road frameworks regained momentum.
These divergent dynamics were evident in the organic sales of our products.
Aggregate volumes declined 3%. Asphalt volumes, which are more exposed to
infrastructure, grew 1% while ready-mixed concrete volumes, which are
predominantly exposed to housebuilding, declined 9%. Following four years of
declining volumes, pricing came under pressure as the year progressed.
Consequently, revenue declined 3% to £1,116.1m (2024: £1,155.8m) or 4% on a
like-for-like basis.
We now have a unified operating model in GB, combining the materials,
products, cement and surfacing operations under a single leadership team. This
has enabled our teams to streamline communication and decision-making, and
access further internal efficiencies while improving customer service.
Our operational excellence programme delivered material efficiency savings
during the year. The impact of rising National Insurance costs were offset by
workforce changes and targeted procurement savings.
Our GB cement team sustained a high level of performance, delivering planned
maintenance at our Hope Cement kilns on time and on budget. Plant reliability
improved to 97% (2024: 95%) and we achieved 39% fossil fuel replacement, a
record level for Hope (2024: 35%). Our proportion of cement sales from lower
embedded carbon CEM II in the GB market increased to 35% (2024: 25%).
We adapted to the soft trading conditions, reviewing the GB footprint and
closing or mothballing a number of sites. We extended our southern boundary
through bolt-on acquisitions of two ready-mixed concrete providers; Tor
Multimix, acquired in March, serves Glastonbury and the surrounding areas, and
Hardcrete, acquired in November, strengthens our position north of London.
Taken together, our strategic actions and excellence programmes delivered
Underlying EBITDA of £185.2m, a decline of 4% or 5% on an organic basis, and
broadly maintained our Underlying EBITDA margin at 16.6% (2024: 16.7%).
Great Britain Outlook
In 2026 infrastructure activity is expected to benefit from progress on a
number of regulated frameworks. In addition the Accelerated Strategic
Transmission Investment framework will mobilise towards the UK's 50GW offshore
wind goal. Residential housebuilding demand in GB is expected to remain
constrained by affordability. While planning reforms are welcome and underway,
regulation and rising input costs have increasingly impacted the viability of
new sites.
Although construction market sentiment indicators in the UK continue to be
subdued, there are signs the market is stabilising and the backdrop remains
dynamic. We continue to navigate the environment effectively and have secured
positions on high-profile projects including the upgrade and resurfacing of
the A47 and we are well placed to benefit when the market resumes growth.
Ireland
£m except where stated 2025 2024 Change %
Revenue 291.6 297.6 (2)%
Underlying EBITDA 64.3 68.9 (7)%
Underlying EBITDA margin 22.1% 23.2% (110)bps
The team in Ireland delivered a resilient performance during 2025 with revenue
strengthening as we moved through the year.
In RoI, while end-market demand remained robust in the year, infrastructure
development continued to lag the pace of domestic economic growth. Our
business concluded 2025 positively, undertaking surfacing on high-profile
projects including Dublin airport and commencing activity on the delayed Adare
Bypass enabling works. The NDP and the associated enabling legislation means
that the outlook for the RoI market is very encouraging.
In NI, where construction is primarily driven by central government spending,
construction activity was more muted and the A5 upgrade project was paused
indefinitely following a ruling from the High Court which is under appeal.
Over the year, Ireland aggregate volumes declined 2%, ready-mixed concrete
volumes increased 4% and asphalt volumes grew 5%. Revenue declined 2% on a
reported and like-for-like basis, reflecting the broadly stable volumes and
mix of pricing.
Underlying EBITDA reduced by 7% to £64.3m (2024: £68.9m) reflecting the
mix-shift towards downstream products together with the exit from our non-core
NI streetlighting business. While the Underlying EBITDA margin declined
slightly in the year it remains structurally higher than in the recent past.
We reactivated Spink quarry, our ninth in RoI, and secured planning to proceed
with the reactivation of Sligo quarry in 2026. As a result, our Ireland
business has expanded mineral reserves and resources three-fold since
acquisition in 2018 as we continued to increase vertical integration.
During the year we made significant progress towards expanding our presence in
the Dublin market. In addition to announcing the acquisition of Booth, we
secured planning for a new ready-mixed concrete plant in Dublin and permission
to relocate and upgrade our asphalt plant at Ballycoolin.
Our Kinnegad Cement plant, where lower embedded carbon CEM II now accounts for
67% of cement sales (2024: 59%), maintained its high performance, achieving
95% reliability (2024: 94%) while on average replacing 82% of fossil fuels
with low carbon alternative fuels.
The solar farm was completed and commissioned during the year. On occasion,
when conditions allowed, we were able to run the plant with zero carbon
electricity and achieve 100% alternative kiln fuel substitution. In addition,
the new Kinnegad bagging plant was successfully commissioned in the second
half, further enhancing our market position with a lower carbon footprint
product.
During the period the Ireland team realigned the business to the country-based
operating model, bringing together the strengths of the materials, surfacing
and cement products, providing our customers in Ireland with a unified brand
and enhanced service.
Ireland outlook
The revised NDP committed to a record level of capital investment in RoI of
€275bn over the coming decade to improve water, energy and transport
infrastructure and accelerate housing delivery. Indicative of the
legislature's commitment to accelerate construction activity, reforms are
underway to balance the priorities of the planning process, simplify
regulation and reduce the administrative burden of construction development.
The outlook for our Ireland business is positive. While economic growth in NI
is expected to remain subdued, the outlook for RoI is very encouraging.
Enabling works have commenced on the Adare Bypass and we are well positioned
to benefit as the NDP takes effect. Our M&A pipeline is active and we
continue to pursue further opportunities to access the Dublin market.
United States
£m except where stated 2025 2024 Change % LFL %
Revenue 316.1 132.5 139% 9%
Underlying EBITDA 42.8 24.8 73% 0%
Underlying EBITDA margin 13.5% 18.7% (520)bps (150)bps
The acquisition of Lionmark established our leading position as a
vertically-integrated construction materials supplier in Missouri, adding
asphalt and surfacing capability, diversifying our product portfolio and
balancing our end-market exposure in the US towards infrastructure.
The infrastructure market in the Midwest was robust during the period as state
and federal funding continued to support activity. We secured a strong
position on sections of the I-70 highway improvement programme which we are
optimally positioned to serve due to quarry and plant location.
Activity more broadly was impacted by the uncertain political and economic
backdrop. Residential housebuilding in particular remained subdued, impacted
by affordability constraints and the dampening effect of locked-in long-term
and low-rate mortgages.
In addition to market dynamics, Missouri experienced extreme adverse weather
patterns in the first half, disrupting our customers' activity on site for
extended periods. During January and February, St Louis recorded 31 days where
average temperatures were below freezing (2024: 9 days) while April 2025 was
the wettest month in over 100 years.
Aggregates volumes increased 65%, or 9% on a like-for-like basis, benefitting
from greater vertical-integration and greater quarry throughput. Ready-mixed
concrete volumes grew 11% or 4% like-for-like while we recorded our first
asphalt volumes in 2025. Pricing for aggregates was positive with broadly
stable asphalt and ready-mixed concrete pricing.
Underlying EBITDA increased 73% to £42.8m (2024: £24.8m) while Underlying
EBITDA margin decreased to 13.5% (2024: 18.7%), reflecting the combination of
adverse weather conditions in the first half and the inclusion of the lower
margin asphalt and surfacing revenues for the first time. On an organic basis,
Breedon US recorded an Underlying EBITDA margin of 17.2% (2024: 18.7%) and
Underlying EBITDA was flat.
The integration of Lionmark into our US business is now substantially complete
and we are on track to deliver the synergy benefits outlined at the time of
acquisition. Across our US business we continue to align culture with that of
the rest of the Group, investing further in health and safety outcomes as well
as communicating the Breedon values to our US colleagues.
United States outlook
In the US, infrastructure spending plans are supportive, underpinned by both
state and federal funding programmes. While the replacement for the
Federal Infrastructure Investment and Jobs Act funding programme will be
authorised in autumn 2026, c.30% of the current programme is yet to be
allocated and c.60% is yet to be spent. In addition, state funding for roads
and bridges in Missouri has grown to record levels. The outlook for
residential housebuilding in the US is less certain with affordability
challenges leading to a subdued housing market.
While it is still early in the year, weather patterns in the Midwest in the
first two months of 2026 have been more normal than those experienced in 2025
and the business has traded encouragingly in the year to date.
With the acquisition of Lionmark we are ahead of schedule in the development
of our US platform and now have a similar balance of end-market exposure to
our other geographies. Complementary M&A will remain a key component of
our growth strategy and we have an active pipeline of exciting opportunities.
FINANCE REVIEW
In 2025 Breedon delivered further growth in Underlying EBITDA together with
excellent cash generation, supported by disciplined self-help measures,
despite challenging markets in each of the Group's geographies.
Group revenue for the year increased by 9% to £1,713.8m (2024: £1,576.3m),
assisted by the acquisition of Lionmark in March 2025 and a full year
contribution from BMC. On a like-for-like basis, revenue declined by 3% (2024:
decrease of 5%), primarily due to lower volumes in GB, partially offset by
growth in the US.
Underlying EBITDA increased by 3% to £278.8m (2024: £269.9m), supported by
cost discipline and operational excellence initiatives across the business.
Underlying EBITDA margin reduced to 16.3% (2024: 17.1%), reflecting a further
year of lower volumes and the margin profile of the newly acquired Lionmark
business.
Our depreciation and depletion charge increased to £113.2m (2024: £99.7m)
due to the impact of the acquisitions together with the major capital projects
constructed in 2024 starting to be depreciated.
On a statutory basis, Group profit from operations of £134.8m decreased by
£14.8m from £149.6m in 2024. The Group maintained strong operational control
throughout the year, ensuring statutory performance remained resilient despite
softer market conditions.
Restated segmental reporting
With effect from 1 July 2025, the Group moved from a divisional structure
(Great Britain, Ireland, United States and Cement) to a country-based
management structure (Great Britain, Ireland and United States).
Our 2025 results have been reported under the new country-based structure with
comparative information restated. A restated five-year historical financial
track record (unaudited) covering 2020-2024 may be found on our website.
Impact of acquisitions
The acquisition of Lionmark for an enterprise value of US$238m completed in
March 2025. In its ten-month period under our ownership Lionmark contributed
£161.4m of revenue and £21.1m of Underlying EBITDA.
Three bolt-on acquisitions were completed during the year. The incremental
impact of these together with the acquisitions that completed in 2024 was a
contribution to revenue of £25.2m and these were broadly breakeven in the
year. Refer to note 9 for further details.
The acquisition of Booth was announced before the year end and completed on 27
February 2026. Consequently, there is no financial impact on the Group's 2025
results.
Joint ventures
Our associate and joint ventures delivered a strong performance in 2025, with
our share of profit increasing to £4.1m (2024: £3.5m), with a notable
contribution from BEAR Scotland in the year.
Interest
Finance costs in the year increased to £29.7m (2024: £25.4m), principally
due to interest payable on the additional debt drawn to fund the acquisition
of Lionmark.
Non-underlying items
Non‑underlying items totalled £34.9m (2024: £25.4m). The increase was
primarily driven by higher amortisation of acquired intangibles following the
acquisitions of BMC and Lionmark. Acquisition-related expenses were £3.8m,
£6.4m lower than the prior year. Cement decarbonisation costs incurred were
£5.8m reflecting our initial investment in Peak Cluster and costs of carbon
capture and storage. Redundancy, reorganisation and other costs rose to £1.6m
(2024: £1.3m), following the divisional restructure. £1.6m of gains on
disposal of property were recognised as non-underlying during the year (2024:
loss of £0.1m).
Taxation
The Group recorded an Underlying tax charge of £29.9m (2024: £32.7m)
representing an Underlying effective tax rate of 21.3% (2024: 21.7%). The
impact of Pillar Two on the Group's Underlying tax charge was modest,
amounting to £0.1m (2024: £0.6m).
The statutory tax charge, calculated relative to statutory profit before tax
and inclusive of deferred tax rate changes, was £21.4m (2024: £29.1m);
equivalent to a statutory effective tax rate of 20.3% (2024: 23.2%). The lower
statutory effective tax rate is largely driven by a prior year adjustment
recognising the future deductibility of acquisition costs for US tax purposes.
Earnings per share
Statutory Basic EPS decreased to 24.2p (2024: 28.1p) reflecting lower
profitability together with increased interest and amortisation charges.
Adjusted Underlying Basic EPS decreased to 31.8p (2024: 34.4p).
The Group has no significant dilutive instruments, and diluted EPS measures
closely track non-diluted measures for both the current and prior year.
Return on Invested Capital
Post-tax ROIC was lower in 2025 at 7.8% (2024: 9.0%). ROIC was impacted by
short term dilution from Lionmark and levels of profitability across the Group
coupled with through-cycle investment to facilitate growth as markets recover.
We remain confident in our ability to deliver a ROIC ahead of our target of
10% in the medium term once volumes in our key markets recover.
Statement of financial position
Net assets at 31 December 2025 were £1,197.2m (2024: £1,170.6m). Increases
in total assets to £2,357.6m (2024: £2,155.1m) and total liabilities to
£1,160.4m (2024: £984.5m) were mainly driven by the acquisition of Lionmark.
Impairment review
We completed our annual impairment review of Cash-Generating Units (CGUs)
containing goodwill and retained headroom in all three CGUs relative to the
carrying value of our asset base.
In light of GB market conditions, we carried out additional sensitivities in
relation to the GB CGU and still retained sufficient headroom.
Input cost and hedging strategy
Our strategy in the UK and RoI is to hedge substantially all energy and carbon
requirements through forward contracts for at least one year in advance, with
further layered purchases extending into future years to deliver near-term
cost certainty, particularly for our cement plants. Our US business does not
include a cement plant and so its energy requirements are materially lower
than the UK and Ireland.
Following a reduction in our near-term carbon requirements in the UK, we sold
480,000 of surplus UK Carbon Allowances generating cash proceeds of £27.1m
and realising Underlying EBITDA of £6.0m which has been recognised in the
period.
A proportion of our bitumen requirements are hedged in the short-term,
typically for those larger contracts where pricing is agreed up front. Our
remaining bitumen purchases are made at spot as are the majority of purchases
of other fuels.
Free Cash Flow
The Group demonstrated excellent cash generation during the year with Free
Cash Flow before major capital investment projects increasing to £133.2m
(2024: £114.1m) - a record post-Covid performance. FCF conversion improved
for the third successive year to 48%, and is now ahead of our target of 45%,
supported by disciplined working capital management and lower capital
expenditure.
Net capital expenditure was lower in the year at £110.5m (2024: £125.6m),
reflecting the completion and commissioning of the major capital projects
undertaken in 2024. Net capital expenditure comprises capital investments of
£120.1m (2024: £131.3m), which equates to 106% of depreciation (2024:132%),
offset by £9.6m of proceeds from specific asset disposals (2024: £5.7m).
£m 2025 2024
Opening Net Debt (405.3) (169.9)
Underlying EBITDA 278.8 269.9
Working capital and provisions (3.8) (16.6)
Interest (24.5) (17.6)
Tax (19.0) (24.0)
Net capital expenditure (excluding major capital projects)* (106.3) (102.2)
Other operating cash flow 8.0 4.6
Free Cash Flow 133.2 114.1
Acquisitions (182.6) (271.6)
Dividends paid (51.5) (48.3)
Major capital projects* (4.2) (23.4)
Other (16.9) (6.2)
Closing Net Debt (527.3) (405.3)
IFRS 16 46.2 48.7
Closing Net Debt (excluding IFRS 16) (481.1) (356.6)
* Major capital projects undertaken in the relevant period include the ARM
installation and Primary Crusher projects at Hope and the Solar Farm at
Kinnegad.
Net Debt
Net Debt increased to £527.3m (2024: £405.3m), driven primarily by the
Lionmark acquisition. Net Debt includes IFRS 16 lease liabilities of £46.2m
(2024: £48.7m). At the year end, Covenant Leverage was better than
expectations and was well within our target range of 1x to 2x at 1.8x (2024:
1.4x) having reduced 0.4x from our half year peak of 2.2x, our largest in-year
deleveraging since 2021.
Refinancing of borrowing facilities
During the year, we extended our £400m Revolving Credit Facility by 12 months
to July 2029. We issued a further €95m of USPP loan notes taking our total
issuance outstanding under the programme to c.£330m. These loan notes provide
long-term financing at low fixed rates of interest with an average coupon of
between 2% and 4%. Repayment dates for the USPP range between 2028 and 2036.
Our borrowing facilities are subject to leverage and interest cover covenants
which are tested half-yearly, and we remained fully compliant with all
covenants during the period. At 31 December 2025 the Group had total available
liquidity in excess of £245m comprising undrawn borrowing facilities of over
£130m together with cash and cash equivalents of over £115m.
Dividend
Reflecting the Group's strong cash generation, the Board intends to recommend
a total dividend of 15.00p (2024: 14.50p), subject to shareholder approval at
the AGM. This represents a payout ratio of 47%, slightly ahead of our through
the cycle guidance of 40%. Since starting to pay a dividend in 2021, we have
declared around £210m of cash dividends to shareholders.
An interim dividend of 4.75p (2024: 4.50p) was paid on 7 November 2025 and a
final dividend of 10.25p per ordinary share will be paid on 10 July 2026 to
shareholders who are on the Register of Members at the close of business on 29
May 2026. The ex-dividend date is 28 May 2026. The latest date for registering
for the Company's DRIP is 19 June 2026; further details of how to join the
DRIP are available on the Company's website.
Dividends are recorded in the financial statements of the accounting period in
which they are paid. Accordingly, dividend payments to Breedon Group
shareholders amounting to £51.1m (2024: £48.1m) have been recognised in the
2025 financial statements.
Tax strategy
Breedon's tax strategy governs our approach to tax compliance, and is
underpinned by the following principles:
· To comply with all relevant tax regulations.
· To ensure ethical tax practice is maintained and tax planning is
undertaken responsibly.
· To engage proactively and transparently with relevant tax
authorities.
· To manage tax risks effectively and maintain a high standard of
tax governance.
Our tax strategy is reviewed periodically by the Audit & Risk Committee on
behalf of the Board. The full tax strategy may be found on the Group's
website.
During the year we complied with our stated tax strategy and we made a
significant contribution to the economies in which we operate through payments
of taxation. In 2025 the total taxes borne or collected by the Group amounted
to c.£215m (2024: c.£200m).
Capital allocation
Conservative and disciplined financial management and the maintenance of a
strong balance sheet are at the core of our thoughtful approach to capital
allocation. The Board will always seek to deploy the Group's capital
responsibly, focusing on organic investment in our business to ensure that our
asset base is well-invested.
We will look to pursue further selective complementary acquisitions which will
accelerate our strategic development and that we are confident will create
long-term value. This conservative approach to financial management enables us
to utilise the cash generation of the Group to pursue capital growth for our
shareholders through active development of our business, while supporting our
progressive dividend policy.
All transactions and material capital projects undergo pre-investment review
and challenge as to whether expected returns from the investment are likely to
meet or exceed the Group's minimum threshold requirements. Formal post
investment reviews ensure that the delivered financial outcome is fully
understood, and any lessons learned are shared across the Group.
In the event that leverage was to approach the lower end of the Group's target
range and limited opportunities to deploy capital were available to the Group,
consideration would be given by the Board to returning surplus capital to
shareholders, including the repurchase of shares.
Technical guidance 2026
Income statement:
· Depreciation: c.£120m
· Net interest expense: c.£35m
· Group tax rate: 22% to 23%
· The US result for 2026 will include the loss-making months of
January and February for Lionmark
Cash flow
· Cash cost of non-underlying items: £5m to £10m
· IFRS 16 additional leases: c.£15m
· Capital expenditure: £120m to £130m
· Working capital outflow: £20m to £30m
· Cash interest payment: c.£30m
· 2026 cash cost of dividends: c.£55m
RISK
The Group's principal risks that might adversely impact the Group are:
Strategic Operational
· Acquisitions and material capital projects · Competition
· Climate change · Failure of a critical asset
· Markets · Health and safety
· Land and mineral management · IT and cyber security
· People · Laws, regulation and governance
Financial · Supply chain and input costs
· Treasury
The Board are also closely monitoring a number of emerging risks and their
possible impacts upon the Group's Principal risks. These are:
· Artificial Intelligence · UK Carbon Border Adjustment Mechanism
· Carbon Capture and Storage · Middle East Conflict
Further details of the principal risks facing the Group for the year ended 31
December 2025 are set out in the Group's Annual Report and Accounts which will
be made available on the Group website once published.
The Board consider that these are the risks that could impact the performance
of the Group in the current financial year. The Board continues to manage
these risks and to mitigate their expected impact.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the Group
and parent Company financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare Group and parent Company
financial statements for each financial year. Under that law they are required
to prepare the Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and have elected to
prepare the parent Company financial statements in accordance with UK
accounting standards and applicable law, including FRS 101 Reduced Disclosure
Framework.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and parent Company and of the Group's profit or loss for
that period. In preparing each of the Group and parent Company financial
statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant, and
reliable and, in respect of the parent Company financial statements only,
prudent;
· for the Group financial statements, state whether they have been
prepared in accordance with UK-adopted international accounting standards;
· for the parent Company financial statements, state whether
applicable UK accounting standards have been followed, subject to any material
departures disclosed and explained in the parent Company financial statements;
· assess the Group and parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern;
and
· use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease operations or
have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the directors are responsible for
preparing a Strategic report, Directors' report, Directors' Remuneration
report and Corporate Governance statement that complies with that law and
those regulations.
In accordance with DTR 4.1.16R, the financial statements will form part of the
annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor's
report on these financial statements provides no assurance over whether the
annual financial report has been prepared in accordance with those
requirements.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement of the directors in respect of the annual financial
report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the company and
the undertakings included in the consolidation taken as a whole; and
· the Strategic report includes a fair review of the development
and performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
Rob Wood James Brotherton
Chief Executive Officer Chief Financial Officer
11 March 2026
condensed Consolidated Income Statement
for the Year ended 31 December 2025
2025 2024
Underlying Non-underlying(1) Total Underlying Non- underlying(1) Total
(note 4) (note 4)
£m £m £m £m £m £m
Revenue 1,713.8 - 1,713.8 1,576.3 - 1,576.3
Operating expenses (1,548.2) (34.9) (1,583.1) (1,406.1) (24.1) (1,430.2)
Group operating profit 165.6 (34.9) 130.7 170.2 (24.1) 146.1
Share of profit of associate and joint ventures 4.1 - 4.1 3.5 - 3.5
Profit from operations 169.7 (34.9) 134.8 173.7 (24.1) 149.6
Financial income 0.2 - 0.2 1.2 - 1.2
Financial expense (29.7) - (29.7) (24.1) (1.3) (25.4)
Profit before taxation 140.2 (34.9) 105.3 150.8 (25.4) 125.4
Tax at effective tax rate (29.9) 8.5 (21.4) (32.7) 3.6 (29.1)
Taxation (29.9) 8.5 (21.4) (32.7) 3.6 (29.1)
Profit for the year 110.3 (26.4) 83.9 118.1 (21.8) 96.3
Attributable to:
Breedon Group shareholders 110.2 (26.4) 83.8 118.0 (21.8) 96.2
Non-controlling interests 0.1 - 0.1 0.1 - 0.1
Profit for the year 110.3 (26.4) 83.9 118.1 (21.8) 96.3
(1) Non-underlying items represent acquisition-related expenses, property
gains or losses, redundancy, reorganisation and other costs, cement
decarbonisation costs, amortisation of acquired intangibles, unamortised
banking arrangement fees (where applicable) and related tax items.
Earnings per share
Basic 24.2p 28.1p
Diluted 24.2p 28.0p
Underlying earnings per share are shown in note 8.
Dividends in respect of the year
Dividend per share 15.0p 14.5p
condensed Consolidated Statement of Comprehensive Income
for the year ended 31 december 2025
2025 2024
£m £m
Profit for the year 83.9 96.3
Other comprehensive (expense)/income
Items which may be reclassified subsequently to profit and loss:
Foreign exchange differences on translation of foreign operations, net of (16.3) (6.0)
hedging
Effective portion of changes in fair value of cash flow hedges (6.9) 0.8
Taxation on items taken directly to other comprehensive (expense)/income 1.5 -
Other comprehensive expense for the year (21.7) (5.2)
Total comprehensive income for the year 62.2 91.1
Total comprehensive income for the year is attributable to:
Breedon Group shareholders 62.1 91.0
Non-controlling interests 0.1 0.1
62.2 91.1
condensed Consolidated Statement of Financial Position
aS At 31 December 2025
2025 2024 Restated(1)
£m £m
Non-current assets
Property, plant and equipment 996.1 939.1
Right-of-use assets 45.3 46.5
Intangible assets 792.1 686.3
Investment in associate and joint ventures 14.7 15.0
Trade and other receivables 3.4 -
Total non-current assets 1,851.6 1,686.9
Current assets
Inventories 127.1 135.7
Trade and other receivables 263.4 261.0
Current tax receivable - 1.5
Cash and cash equivalents 115.5 70.0
Total current assets 506.0 468.2
Total assets 2,357.6 2,155.1
Current liabilities
Interest-bearing loans and borrowings (49.1) (49.8)
Trade and other payables (285.9) (283.6)
Current tax payable (2.1) -
Provisions (38.0) (30.0)
Total current liabilities (375.1) (363.4)
Non-current liabilities
Interest-bearing loans and borrowings (593.7) (425.5)
Provisions (88.7) (91.4)
Deferred tax liabilities (102.9) (104.2)
Total non-current liabilities (785.3) (621.1)
Total liabilities (1,160.4) (984.5)
Net assets 1,197.2 1,170.6
Equity attributable to Breedon Group shareholders
Share capital 3.5 3.4
Share premium 5.4 2.0
Hedging reserve (5.1) 0.3
Translation reserve (26.0) (9.7)
Merger reserve 100.7 92.7
Retained earnings 1,118.2 1,081.5
Total equity attributable to Breedon Group shareholders 1,196.7 1,170.2
Non-controlling interests 0.5 0.4
Total equity 1,197.2 1,170.6
( 1) Refer to note 12 for details of the restatement.
condensed Consolidated Statement of Changes in Equity
for the year ended 31 december 2025
Share capital Share premium Hedging reserve Translation reserve Merger reserve Retained earnings Attributable to Breedon Group shareholders Non-controlling interests Total
equity
£m £m £m £m £m £m £m £m £m
Balance at 1 January 2024 3.4 0.7 (0.5) (3.7) 80.5 1,030.0 1,110.4 0.3 1,110.7
Shares issued - 1.3 - - 12.2 - 13.5 - 13.5
Transfer to non-controlling interests - - - - - (0.2) (0.2) 0.2 -
Dividends paid - - - - - (48.1) (48.1) (0.2) (48.3)
Total comprehensive income for the year - - 0.8 (6.0) - 96.2 91.0 0.1 91.1
Share-based payments(1) - - - - - 3.6 3.6 - 3.6
Balance at 31 December 2024 3.4 2.0 0.3 (9.7) 92.7 1,081.5 1,170.2 0.4 1,170.6
Shares issued 0.1 3.4 - - 8.0 - 11.5 - 11.5
Transfer to - - - - - (0.4) (0.4) 0.4 -
non-controlling interests
Dividends paid - - - - - (51.1) (51.1) (0.4) (51.5)
Total comprehensive income for the year - - (5.4) (16.3) - 83.8 62.1 0.1 62.2
Share-based payments(1) - - - - - 4.4 4.4 - 4.4
Balance at 31 December 2025 3.5 5.4 (5.1) (26.0) 100.7 1,118.2 1,196.7 0.5 1,197.2
(1) Share-based payments are shown inclusive of deferred tax recognised in
equity.
condensed Consolidated Statement of Cash Flows
for the Year ended 31 december 2025
2025 2024
£m £m
Cash flows from operating activities
Profit for the year 83.9 96.3
Adjustments for:
Depreciation and mineral depletion 113.2 99.7
Amortisation 25.3 12.5
Provisions charged to the income statement 4.0 -
Financial income (0.2) (1.2)
Financial expense 29.7 25.4
Share of profit of associate and joint ventures (4.1) (3.5)
Gain on sale of property, plant and equipment (4.6) (1.7)
Share-based payments 4.6 3.3
Taxation 21.4 29.1
Operating cash flows before changes in working capital and provisions 273.2 259.9
Decrease/(increase) in inventories 13.5 (8.4)
Decrease in trade and other receivables 6.0 10.5
Decrease in trade and other payables (19.7) (15.6)
Decrease in provisions (3.6) (3.1)
Cash generated from operating activities 269.4 243.3
Interest paid (21.9) (15.9)
Interest element of lease payments (2.8) (2.9)
Interest received 0.2 1.2
Income taxes paid (19.0) (24.0)
Net cash from operating activities 225.9 201.7
Cash flows used in investing activities
Acquisition of businesses (159.9) (173.6)
Dividends from associate and joint ventures 5.2 3.0
Purchase of property, plant and equipment (120.1) (131.3)
Proceeds from sale of property, plant and equipment 9.6 5.7
Net cash used in investing activities (265.2) (296.2)
Cash flows used in financing activities
Dividends paid (51.5) (48.3)
Proceeds from the issue of shares (net of costs) 1.2 1.3
Proceeds from interest-bearing loans 166.0 357.4
Repayment of interest-bearing loans (22.1) (304.0)
Debt arrangement fees (0.9) -
Repayment of lease obligations (10.4) (9.4)
Net cash used in financing activities 82.3 (3.0)
Net increase/(decrease) in cash and cash equivalents 43.0 (97.5)
Cash and cash equivalents at 1 January 28.9 126.9
Foreign exchange differences (0.3) (0.5)
Cash and cash equivalents at 31 December 71.6 28.9
Notes to the Condensed consolidated Financial Statements
1 Basis of preparation
Breedon Group plc ('the Company') is a public limited company, limited by
shares, which is listed on the London Stock Exchange and incorporated and
domiciled in England and Wales. The registered number is 14739556 and the
registered office is Pinnacle House, Breedon Quarry, Breedon on the Hill,
Derby, DE73 8AP, England.
These condensed consolidated financial statements of the Company as at and for
the year ended 31 December 2025 consist of the consolidation of the financial
statements of the Company and its subsidiaries (collectively the 'Group') and
include the Group's interest in jointly controlled and associated entities.
These condensed consolidated financial statements have been prepared in
accordance with UK adopted International Accounting Standards (IAS) and
interpretations issued by the IFRS Interpretations Committee applicable to
companies reporting under UK adopted IFRS. They do not include all the
information required for full annual statements and should be read in
conjunction with the 2025 Annual Report.
The Board of Directors approved the condensed consolidated financial
statements on 11 March 2026. They are not statutory accounts within the
meaning of section 435 of the Companies Act 2006.
The Group's financial statements for the year ended 31 December 2025 were
approved by the Board on 11 March 2026. They have been reported on by the
Group's auditors and will be delivered to the registrar of companies in due
course. The report of the auditors (i) was unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.
The comparative figures for the financial year ended 31 December 2024 have
been extracted from the statutory accounts for that financial year, with the
exception of cash and cash equivalents and associated bank overdrafts, which
have been restated. For further details, refer to note 12. Those accounts
have been reported on by the Company's auditor. The report of the auditor (i)
was unqualified and (ii) did not include a reference to any matters to which
the auditor drew attention by way of emphasis without qualifying their report.
New IFRS Standards and Interpretations adopted in the year
The Group adopted amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates from 1 January 2025. The adoption of this standard has not
had a material impact on the financial statements.
New IFRS Standards and Interpretations not adopted
IFRS 18 Presentation and Disclosure in Financial Statements is effective for
periods beginning on or after 1 January 2027. The Group does not intend to
adopt the standard early. IFRS 18 is expected to impact the presentation and
disclosure of information in the Group's financial statements but is not
expected to have a material impact on recognition or measurement.
At the date on which these condensed consolidated financial statements were
authorised, there were no further Standards, Interpretations and Amendments
which had been issued but were not effective for the year ended 31 December
2025 that are expected to have a material impact on the Group's financial
statements in the future.
Significant exchange rates
The following significant exchange rates applied during the year:
2025 2025 2024 2024
Average rate Year-end rate Average rate Year-end rate
Sterling/Euro 1.17 1.15 1.18 1.21
Sterling/US dollar 1.32 1.35 1.29 1.26
1 Basis of preparation (continued)
Alternative performance measures
The following non-GAAP performance measures have been used in the condensed
consolidated financial statements:
Non-GAAP performance measure Note
Underlying EBITDA 10
Underlying EBITDA margin 10
Adjusted Underlying Basic & Diluted EPS 8
Free Cash Flow 10
Free Cash Flow conversion 10
Return on Invested Capital 10
Covenant Leverage 10
Net Debt 6
Net Debt (excluding IFRS 16) 6
Interest Cover 10
Management uses these terms as they believe these measures allow stakeholders
an improved understanding of the Group's underlying business performance.
These alternative performance measures are well understood by investors and
analysts, are consistent with the Group's historic communications and reflect
the way in which the business is managed.
2 Going concern
These condensed consolidated financial statements are prepared on a going
concern basis which the directors consider
to be appropriate for the following reasons:
The Group meets day-to-day working capital and other funding requirements
through banking facilities, which include
an overdraft facility. Longer-term debt financing is accessed through the
Group's USPP loan note programme. The
Group's borrowing facilities at 31 December 2025 comprised a £400m
multi-currency RCF committed to July 2029 and USPP loan notes (£170m
denominated in Sterling and €189m denominated in Euro), with maturities
between 2028 and 2036.
During 2025, the Group comfortably met all covenants and other terms of its
borrowing agreements. The Group has continued its track record of generating
profits and cash, with an overall profit before taxation of £105.3m and net
cash from operating activities of £225.9m.
The Group has prepared cash flow forecasts for a period of 12 months from the
date of signing these condensed
consolidated financial statements, which show a sustained trend of
profitability, cash generation and retained covenant
headroom, even under a 'severe but plausible' downside scenario of forecast
cash flows.
The base case assumes a trading performance delivered in line with market
consensus over the forecast period, while
the downside scenario models a 5-10% reduction in revenues, which the Group
believes is a severe sensitivity relative to likely outcomes and historic
experience.
As at 31 December 2025, the Group had cash balances of £115.5m and undrawn
banking facilities in excess of £130m. At the date of this report, the
Group retains a similar level of liquidity, which is expected to provide
sufficient available funds for the Group to discharge its liabilities as they
fall due.
Consequently, the directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as
they fall due for at least 12 months from the date of approval of these
condensed consolidated financial statements and therefore have prepared the
condensed consolidated financial statements on a going concern basis.
3 Segmental analysis
With effect from 1 July 2025, the Group changed from a divisional management
structure (Great Britain, Ireland, Cement and United States) to a
country-based management structure (Great Britain, Ireland and United States).
The presentation of these results below reflects the new country-based
structure. Comparatives have been restated to aid comparability.
The Group's activities comprise the following reportable segments:
Great Britain: our construction materials and surfacing businesses and
cementitious operations in Great Britain.
Ireland: our construction materials and surfacing businesses and cementitious
operations on the Island of Ireland.
United States: our construction materials and surfacing businesses in the
United States of America.
2025 2024 Restated
Revenue Underlying Revenue Underlying
EBITDA(1) EBITDA(1)
Income statement £m £m £m £m
Great Britain 1,116.1 185.2 1,155.8 192.7
Ireland 291.6 64.3 297.6 68.9
United States 316.1 42.8 132.5 24.8
Central administration - (13.5) - (16.5)
Eliminations (10.0) - (9.6) -
Total 1,713.8 278.8 1,576.3 269.9
Reconciliation to statutory profit
Underlying EBITDA as above 278.8 269.9
Depreciation and mineral depletion (113.2) (99.7)
Underlying Group operating profit 165.6 170.2
Great Britain 104.0 114.7
Ireland 51.8 55.9
United States 23.6 16.4
Central administration (13.8) (16.8)
Underlying Group operating profit 165.6 170.2
Share of profit of associate and joint ventures 4.1 3.5
Underlying profit from operations 169.7 173.7
Non-underlying items (note 4) (34.9) (24.1)
Profit from operations 134.8 149.6
(1) Underlying EBITDA is earnings before interest, tax, depreciation and
mineral depletion, amortisation, non-underlying items (note 4) and before our
share of profit of associate and joint ventures.
Disaggregation of revenue from contracts with the customers
Analysis of revenue by geographic location of end-market
The primary geographic markets for all Group revenues for the purpose of IFRS
15 are the United Kingdom, Republic of Ireland and United States. In line with
the requirements of IFRS 8, this is analysed by individual countries as
follows:
2025 2024
£m £m
United Kingdom 1,208.8 1,251.0
Republic of Ireland 185.0 190.1
United States 316.1 132.5
Other 3.9 2.7
1,713.8 1,576.3
3 Segmental analysis (continued)
Analysis of revenue by major products and service lines by segment
2025 2024 Restated
£m £m
Sale of goods
Great Britain 905.2 956.3
Ireland 159.6 171.1
United States 154.6 132.5
Eliminations (10.0) (9.6)
1,209.4 1,250.3
Provision of services
Great Britain 210.9 199.5
Ireland 132.0 126.5
United States 161.5 -
504.4 326.0
1,713.8 1,576.3
Eliminations primarily comprise sales from Ireland to Great Britain.
Timing of revenue recognition
Sale of goods revenue relates to products for which revenue is recognised at a
point in time as the product is transferred to the customer. Revenues from the
provision of services are accounted for as products and services for which
revenue is recognised over time.
Statement of financial position 2025 2024 Restated(1)
Total Total Total Total
assets liabilities assets liabilities
£m £m £m £m
Great Britain 1,302.1 (282.1) 1,314.8 (285.0)
Ireland 485.5 (66.6) 462.3 (62.8)
United States 449.8 (40.5) 303.5 (32.7)
Central administration 4.7 (23.4) 3.0 (24.5)
Total operations 2,242.1 (412.6) 2,083.6 (405.0)
Current tax - (2.1) 1.5 -
Deferred tax - (102.9) - (104.2)
Net Debt 115.5 (642.8) 70.0 (475.3)
Total Group 2,357.6 (1,160.4) 2,155.1 (984.5)
Net assets 1,197.2 1,170.6
( )
(1) In addition to the restatement relating to the change in structure, total
assets and liabilities have been restated to reflect a change in the
presentation of cash and cash equivalents. Refer to note 12 for further
details.
Great Britain total assets include £12.7m (2024: £13.8m), Ireland total
assets include £1.3m (2024: £1.2m) and United Staes total assets include
£0.7m (2024: £nil) in respect of investments in associate and joint
ventures.
Geographic location of non-current assets
2025 2024 Restated
£m £m
United Kingdom 1,105.8 1,106.2
Republic of Ireland 353.8 324.1
United States 392.0 256.6
1,851.6 1,686.9
4 Non-underlying items
Non-underlying items are those items which, because of their nature, size or
incidence, are either unlikely to recur in future periods or which distort the
underlying trading performance of the business, including non-cash items. For
an item to be classified as non-underlying, it must meet defined criteria
which are applied consistently by the Group.
The directors monitor the performance of the Group using alternative
performance measures which are calculated on an underlying basis. In the
opinion of the directors, this presentation aids understanding of the
underlying business performance and any references to underlying earnings
measures throughout this report are made on this basis.
As underlying measures include the benefits of acquisitions but exclude
significant costs (such as one-off acquisition-related costs or amortisation
of acquired intangible assets), they should not be regarded as a complete
picture of the Group's financial performance.
Underlying measures are calculated and presented on a consistent basis over
time to assist in the comparison of performance.
2025 2024
£m £m
Included in operating expenses:
Acquisition-related expenses (note 9) 3.8 10.2
(Gain)/loss on disposal of property (1.6) 0.1
Redundancy, reorganisation and other costs 1.6 1.3
Cement decarbonisation costs 5.8 -
Amortisation of acquired intangible assets 25.3 12.5
Total non-underlying items (before interest and tax) 34.9 24.1
Non-underlying interest (note 6) - 1.3
Non-underlying tax (8.5) (3.6)
Total non-underlying items 26.4 21.8
Cement decarbonisation costs reflect the Group's initial investment in Peak
Cluster Limited and costs of carbon capture and storage, which includes £2.8m
of non-cash costs.
5 Taxation
Recognised in the income statement
2025 2024
£m £m
Current tax
Current year 24.3 26.5
Prior year (1.5) (4.1)
Total current tax 22.8 22.4
Deferred tax
Current year (0.3) 2.6
Prior year (1.1) 4.1
Total deferred tax (1.4) 6.7
Total tax charge in the income statement 21.4 29.1
Recognised in equity
2025 2024
£m £m
Deferred tax
Derivatives (1.5) -
Share-based payments 0.2 (0.3)
Total tax credit in equity (1.3) (0.3)
5 Taxation (continued)
Reconciliation of effective tax rate
2025 2024
£m £m
Profit before taxation 105.3 125.4
Tax at the Company's domestic rate of 25.0% (2024: 25.0%) 26.3 31.4
Difference between Company and subsidiary statutory tax rates (4.6) (5.8)
Expenses not deductible for tax purposes 3.4 3.2
Income from associate and joint ventures already taxed (1.0) (0.8)
Pillar Two top-up charge 0.1 0.6
Other (0.2) 0.5
Adjustment in respect of prior years (2.6) -
Total tax charge 21.4 29.1
The Company is tax resident in the UK, with a 25.0% (2024: 25.0%) tax rate.
The Group's subsidiary operations pay tax at a rate of 25.0% (2024: 25.0%) in
the UK and 12.5% (2024: 12.5%) in RoI. US subsidiary operations pay tax at the
federal tax rate of 21% together with state income tax, resulting in a blended
statutory rate of c. 25% (2024: c. 25%).
Excluding the impact of non-underlying items, the Group's Underlying
effective tax rate is 21.3% (2024: 21.7%). Including these items, the Group's
reported tax rate for the year is 20.3% (2024: 23.2%).
Global Minimum Corporate Tax Framework
From 1 January 2024, the Group is within scope of the Global Minimum Corporate
Tax rate of 15% ('Pillar Two' rules). The impact of these rules on the Group
is limited to the Group's taxable profits generated in the Republic of
Ireland, where the tax rate is 12.5%, resulting in a top-up charge of £0.1m
(2024: £0.6m).
In accordance with the mandatory exception under Amendments to IAS 12 Income
Taxes, the Group has not remeasured deferred tax assets and liabilities as a
result of the implementation of the Pillar Two rules.
6 Interest-bearing loans and borrowings
Net Debt
2025 2024 Restated(1)
£m £m
Cash and cash equivalents 115.5 70.0
Current borrowings (49.1) (49.8)
Non-current borrowings (593.7) (425.5)
Net Debt (527.3) (405.3)
IFRS 16 lease liabilities 46.2 48.7
Net Debt (excluding IFRS 16 lease liabilities) (481.1) (356.6)
( )
(1) Refer to note 12 for details of the restatement.
Analysis of borrowings between current and non-current
2025 2024 Restated(1)
£m £m
Bank overdrafts 43.9 41.1
Lease liabilities 5.2 8.7
Current borrowings 49.1 49.8
Bank and USPP debt 552.7 385.5
Lease liabilities 41.0 40.0
Non-current borrowings 593.7 425.5
( )
(1) Refer to note 12 for details of the restatement.
6 Interest-bearing loans and borrowings (continued)
During the year, the Group issued €95m of additional notes under the Group's
USPP programme. The notes have a maturity profile of between 2030 and 2032,
with a fixed interest rate of approximately 4%.
The initial USPP was issued in 2021 with an average fixed coupon of
approximately 2% and comprises £170m denominated in Sterling and €94m
denominated in Euro, with a maturity profile between 2028 and 2036.
Interest on the RCF is calculated as a margin referenced to the Group's
Covenant Leverage plus SONIA, SOFR or EURIBOR according to the currency of
borrowing. Margins payable on the RCF in the period were between 1.65% and
1.95%.
Debt arrangement fees associated with the extension of the RCF amounted to
£0.9m and will be amortised over the remaining life of the facility.
During the prior year, prepaid fees of £1.3m in relation to the old RCF
facility were expensed to the income statement as a non-underlying interest
expense.
Borrowing facilities are subject to leverage and interest cover covenants
which are tested half-yearly. The Group remained fully compliant with all
covenants during the year. For more details refer to note 10.
7 Capital and reserves
Share capital and share premium
All shares issued by Breedon are ordinary shares which have a par value of
£0.01 and are fully paid. The Company has no limit to the number of shares
which may be issued.
The holders of ordinary shares are entitled to receive dividends as declared
and are entitled to one vote per share at meetings of the Company.
Number of ordinary shares (m) Number of ordinary shares (m)
2025 2024
Issued ordinary shares at beginning of year 343.7 339.7
Issued in connection with:
Exercise of savings-related share options 0.3 0.5
Vesting of Performance Share Plan awards 0.5 0.3
Issued on acquisition of Lionmark (note 9) 2.1 -
Issued on acquisition of BMC - 3.2
Issued ordinary shares at the end of the year 346.6 343.7
The Company issued 0.3 million (2024: 0.5 million) shares for cash raising
£1.2m (2024: £1.3m) in connection with the exercise of certain
savings-related share options, with £1.2m (2024: £1.3m) recognised as share
premium.
The Company issued 0.5 million (2024: 0.3 million) shares for non-cash
consideration of 1.0p (2024: 1.0p) per share, satisfied through the
capitalisation of retained earnings, in connection with the vesting
of awards under the PSP.
During 2025, 2.1 million of ordinary shares were issued to the vendor of
Lionmark with £8.0m being recognised within the merger reserve, £0.1m
recognised within share capital and £2.2m recognised within share premium.
During 2024, 3.2 million of ordinary shares were issued to the vendor of BMC,
with £12.2m being recognised within the merger reserve.
8 Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the
year attributable to Breedon Group shareholders by the weighted average number
of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing profit for the
year attributable to Breedon Group shareholders by the weighted average number
of ordinary shares outstanding during the year plus the weighted average
number of ordinary shares that would be issued on the conversion of all the
potential dilutive ordinary shares into ordinary shares.
Calculations of these measures and reconciliations to related alternative
performance measures are as follows:
Basic EPS to Adjusted Underlying Basic EPS
2025 2024
Earnings Shares EPS Earnings Shares EPS
£m millions pence £m millions pence
Basic EPS 83.8 346.0 24.2 96.2 342.8 28.1
Adjustments to earnings
Non-underlying items (note 4) 26.4 - 7.6 21.8 - 6.3
Adjusted Underlying Basic EPS 110.2 346.0 31.8 118.0 342.8 34.4
Diluted EPS to Adjusted Underlying Diluted EPS
2025 2024
Earnings Shares EPS Earnings Shares EPS
£m millions pence £m millions pence
Diluted EPS 83.8 346.3 24.2 96.2 343.7 28.0
Adjustments to earnings
Non-underlying items (note 4) 26.4 - 7.6 21.8 - 6.3
Adjusted Underlying Diluted EPS 110.2 346.3 31.8 118.0 343.7 34.3
Dilutive items in both the current and prior year related to share-based
payments.
9 Acquisitions
Current year acquisitions
The Group completed four acquisitions in the period, being Lionmark
Construction Companies LLC, Tipperary Asphalt Limited, Tor Multimix Limited
and Hardcrete Limited.
Lionmark Construction Companies LLC ('Lionmark')
On 5 March 2025, the Group completed the acquisition of 100% of the issued
share capital of Lionmark Construction Companies LLC and the trade and certain
assets of Missouri Petroleum Products Company (together, "Lionmark"), a
construction materials and surfacing business. The transactions together
constituted a single business combination and have been accounted for
accordingly.
The fair values in respect of the identifiable assets acquired and liabilities
assumed are set out below:
Fair value on acquisition
£m
Intangible assets 114.1
Property, plant and equipment 42.6
Investments in joint ventures 0.7
Inventories 4.4
Trade and other receivables 13.2
Cash and cash equivalents 2.7
Trade and other payables (11.0)
Provisions (0.7)
Borrowings (17.2)
Deferred tax liabilities (0.7)
Total acquired net assets 148.1
Cash consideration on completion 159.5
Equity consideration 10.4
Total consideration payable 169.9
Goodwill arising 21.8
Equity consideration
Equity consideration comprises 2,146,402 ordinary shares issued to the vendor,
valued based on the market price of those shares at the date of acquisition.
Fair value adjustments
Fair value adjustments are inclusive of adjustments to:
- recognise intangible assets, including the value of acquired customer
relationships and order books. The value of these assets was assessed with
the support of a third-party corporate finance specialist using an excess
earnings method, based on estimated cash flows;
- revalue certain items of property, plant and equipment to reflect the fair
value at date of acquisition;
- working capital accounts to reflect fair value; and
- restoration provisions to reflect costs to comply with environmental and
other legislation.
The goodwill arising represents the strategic geographic location of assets
acquired, the potential for future growth and the skills of the existing
workforce and management team. Goodwill is deductible for tax purposes.
Since the interim results were published, goodwill has fallen by £1.5m,
mainly due to fair value adjustments to property, plant and equipment.
9 Acquisitions (continued)
Other current year acquisitions
The directors consider the remaining acquisitions completed in the year, being
100% of the share capital of Tor Multimix Limited (31 March 2025), 100% of the
share capital of Tipperary Asphalt Limited (31 May 2025), and the trade and
assets of Hardcrete Limited (28 November 2025) to be individually immaterial,
but material in aggregate.
The combined provisional fair values in respect of the identifiable assets
acquired and liabilities assumed are set out below:
Provisional fair value on acquisition
£m
Intangible assets 0.5
Property, plant and equipment 5.7
Right-of-use assets 0.6
Inventories 0.1
Trade and other receivables 0.7
Cash and cash equivalents 0.1
Trade and other payables (1.0)
Provisions (1.2)
Borrowings (5.5)
Deferred tax liabilities (0.5)
Total acquired net liabilities (0.5)
Cash consideration on completion 3.2
Deferred consideration 2.5
Contingent consideration 0.2
Total consideration payable 5.9
Goodwill arising 6.4
Fair value adjustments
The fair value adjustments primarily comprised:
- intangible assets, including the value of acquired customer relationships;
and
- deferred tax balances.
The goodwill arising represents expected synergies, the potential for future
growth, and the skills of the existing workforce.
Impact of current year acquisitions
Income statement
During the period, the Lionmark acquisition (which was acquired 5 March 2025)
contributed revenues of £161.4m, Underlying EBITDA of £21.1m and profit
before taxation of £14.0m to the results of the Group.
Other current year acquisitions contributed revenues of £3.0m, Underlying
EBITDA of £(0.2)m and a loss before taxation of £0.7m to the results of the
Group.
Had these acquisitions occurred on 1 January 2025, the results of the Group
for the year ended 31 December 2025 would have shown revenue of £1,724.3m,
Underlying EBITDA of £275.1m and profit before taxation of £100.1m.
Cash flow
The cash flow impact of acquisitions in the year can be summarised as follows:
£m
Consideration - cash 162.7
Cash and cash equivalents acquired (2.8)
Net cash consideration shown in the consolidated statement of cash flows 159.9
Acquisition costs
The Group incurred acquisition-related costs of £3.8m (2024: £10.2m) which
included external professional fees in relation to these acquisitions. These
are presented as non-underlying operating costs (note 4).
10 Reconciliation to non-GAAP measures
Non-GAAP performance measures are used throughout the Annual Report and these
condensed consolidated financial statements. This note provides a
reconciliation between these alternative performance measures to the most
directly related statutory measures.
These measures are not a substitute for, or superior to, any IFRS measures of
performance. Management believes these measures allow an understanding of the
Group's underlying business performance. They are defined as:
Underlying EBITDA margin
Underlying EBITDA margin is a profitability ratio that measures how much
Underlying EBITDA the business generates as a percentage of its revenue. It
shows the core operating performance of the business before the impact of
non-underlying items.
Reconciliation of earnings-based alternative performance measures
2025 Great Ireland Central administration Share of profit of associate Total
and joint ventures
Britain and
eliminations
United
States
£m £m £m £m £m £m
Revenue 1,116.1 291.6 316.1 (10.0) - 1,713.8
Profit from operations 134.8
Non-underlying items (note 4) 34.9
Share of profit of associate - - - - (4.1) (4.1)
and joint ventures
Depreciation and mineral depletion 81.2 12.5 19.2 0.3 - 113.2
Underlying EBITDA 185.2 64.3 42.8 (13.5) - 278.8
Underlying EBITDA margin 16.6% 22.1% 13.5% - - 16.3%
2024 Restated(1) Great Ireland Central administration Share of profit of associate Total
and joint ventures
Britain and
eliminations
United
States
£m £m £m £m £m £m
Revenue 1,155.8 297.6 132.5 (9.6) - 1,576.3
Profit from operations 149.6
Non-underlying items (note 4) 24.1
Share of profit of associate - - - - (3.5) (3.5)
and joint ventures
Depreciation and mineral depletion 78.0 13.0 8.4 0.3 - 99.7
Underlying EBITDA 192.7 68.9 24.8 (16.5) - 269.9
Underlying EBITDA margin 16.7% 23.2% 18.7% - - 17.1%
(1) Restated to reflect the changes from a divisional management structure to
a country-based management structure in 2025.
10 Reconciliation to non-GAAP measures (continued)
Like-for-like alternative performance measures
There are a number of references throughout this report to like-for-like
revenue, earnings and volumes. Like-for-like numbers adjust for the impact of
acquisitions, disposals and material currency fluctuations. Currency
fluctuations are calculated on a consistent currency basis by applying the
average exchange rate for the prior period to the current local currency
amount. Like-for-like measures have been used alongside non-like-for-like
measures to help the Group better communicate performance in the year when
compared to previous reporting periods.
Covenant Leverage
Covenant Leverage is defined as the ratio of Underlying EBITDA to Net Debt,
with both Underlying EBITDA and Net Debt adjusted to reflect the material
items which are adjusted by the Group and its lenders in determining leverage
for the purpose of assessing covenant compliance and, in the case of our bank
facilities, the margin payable on drawn borrowings. In both the current and
prior year, the only material adjusting item was the impact of IFRS 16 Leases.
Net Debt
Net Debt is calculated as the net of cash and cash equivalents and
interest-bearing loans and borrowings (both current and non-current). It is a
measure of the Group's net indebtedness that provides an indicator of the
overall balance sheet strength. Net Debt is also shown on a pre-IFRS 16 basis
as the Group's banking covenants and margins payable on bank borrowings are
calculated on this basis.
2025 2024
£m £m
Underlying EBITDA 278.8 269.9
Impact of IFRS 16 (10.8) (11.0)
Underlying EBITDA for covenants 268.0 258.9
Net Debt (excluding IFRS 16) (note 6) 481.1 356.6
Covenant Leverage 1.8x 1.4x
Covenant Leverage threshold Under 3.0x Under 3.0x
Interest Cover
Interest Cover is defined as the ratio of Underlying EBITDA to interest
expense, with both Underlying EBITDA and interest charged adjusted to reflect
the material items which are adjusted by the Group and its lenders in
determining interest cover for the purpose of assessing covenant compliance.
In both the current and prior year, the only material adjusting item was the
impact of IFRS 16 Leases.
2025 2024
£m £m
Underlying EBITDA for covenants 268.0 258.9
Interest expense 21.8 15.9
Interest Cover 12.3x 16.3x
Interest Cover covenant threshold Over 3.5x Over 3.5x
Free Cash Flow (FCF) conversion
FCF is calculated as statutory (reported) net cash flow from operating
activities and net cash used in investing activities, adjusted for the cash
impact of major capital projects in the year, cash associated with acquisition
of businesses and the cash impact of non-underlying items. FCF represents the
cash that the Group generates after investing to maintain or expand its asset
base, and is considered useful by management in assessing liquidity. FCF has
been reconciled to net cash from operating activities, which is the most
relevant GAAP measure.
2025 2024
£m £m
Net cash from operating activities 225.9 201.7
Net cash used in investing activities (265.2) (296.2)
Cash impact of major capital projects 4.2 23.4
Acquisition of businesses 159.9 173.6
Cash impact of non-underlying items 8.4 11.6
Free Cash Flow 133.2 114.1
Underlying EBITDA 278.8 269.9
Free Cash Flow conversion 48% 42%
10 Reconciliation to non-GAAP measures (continued)
Major capital projects include the ARM installation and Primary Crusher
projects at Hope and the Solar Farm at Kinnegad.
Return on Invested Capital
ROIC measures how efficiently a business generates operating returns from the
total capital invested in it. ROIC is calculated as Underlying earnings before
interest for the previous 12 months, dividend by Adjusted average invested
capital for the year.
2025 2024
£m £m
Underlying profit from operations 169.7 173.7
Underlying effective tax rate (note 5) 21.3% 21.7%
Taxation at the Group's Underlying effective rate (36.1) (37.7)
Underlying earnings before interest 133.6 136.0
Net assets 1,197.2 1,170.6
Net Debt (note 6) 527.3 405.3
Invested capital at 31 December 1,724.5 1,575.9
Average invested capital(1) 1,650.2 1,428.3
Adjustment for timing of significant acquisition(2) 61.7 83.3
Adjusted average invested capital 1,711.9 1,511.6
Return on Invested Capital 7.8% 9.0%
(1) Average invested capital is calculated by taking the average of the
opening invested capital at 1 January and the closing invested capital at 31
December. Opening invested capital at 1 January 2024 was £1,280.6m.
(2) This adjustment is made to the average of opening and closing invested
capital to more accurately reflect the impact of the timing of the acquisition
of Lionmark in 2025 and BMC in 2024. See note 9.
11 Post balance sheet events
On 27 February 2026, Breedon completed the acquisition of Booth Precast
Products Limited, a quarrying and concrete business in the Republic of
Ireland, for consideration of €20.2m.
The acquisition has had no financial impact on the Group's 2025 financial
results. Given the proximity of the acquisition date to the date on which the
financial statements were authorised, the Group is not yet able to provide
certain disclosures required by IFRS 3, including the initial fair values of
assets and liabilities acquired, which have not yet been ascertained. These
disclosures will be presented as part of the Group's Interim Statement made up
to 30 June 2026.
12 Prior year restatement
During the year, the Group reviewed the presentation of its cash and cash
equivalent balances and associated bank overdrafts, concluding that overdraft
balances, previously presented net within cash and cash equivalents, should
have been reported on a gross basis in accordance with IAS 32 Financial
Instruments: Presentation.
This restatement impacts only the presentation of assets and liabilities.
There is no impact on previously reported revenue, profit, net assets or cash
flows for any period.
The effect of the restatement on the comparative statement of financial
position is summarised as follows:
- Cash and cash equivalents increased by £41.1m
- Interest-bearing loans and borrowings (within current liabilities)
increased by £41.1m.
The restatement does not impact the Group's key financial metrics including
Net Debt and measurement of covenants. There is no impact on the current
year's statement of financial position other than the ongoing gross
presentation of these balances.
GLOSSARY
The following definitions apply throughout this announcement, unless the
context requires otherwise.
Adopted IFRS International Financial Reporting Standards as adopted by the UK
ARM Alternative Raw Material
bps basis points
BMC BMC Enterprises Inc.
Breedon Breedon Group plc
CEM II CEM II limestone cement; consists of clinker, minor additional constituents
and up to 20% of limestone which reduces the product's carbon intensity
Covenant Leverage Leverage as defined by the Group's banking facilities. This principally
excludes the impact of IFRS 16 and includes the proforma impact of M&A
DRIP Dividend Reinvestment Plan
EBIT Earnings before interest and tax which equates to profit from operations
EBITDA Earnings before interest, tax, depreciation and amortisation
EPS Earnings per share
ESG Environmental, Social, and Governance
EURIBOR Euro Inter-bank Offered Rate
FCF Free Cash Flow
FEED Front-end engineering and design
GAAP Generally Accepted Accounting Principles
GB Great Britain
Group Breedon and its subsidiary companies
GHG Greenhouse gas (emissions)
IAS International Accounting Standards
IFRS International Financial Reporting Standard
Invested capital Net assets plus Net Debt
Ireland The Island of Ireland
Leverage Net Debt expressed as a multiple of Underlying EBITDA
LFL Like-for-like
Like-for-like Like-for-like reflects reported values adjusted for the impact of
acquisitions, disposals and material currency fluctuations. Currency
fluctuations are calculated on a constant currency basis by applying the
average exchange rate for the prior period to the current year local currency
amount
Lionmark Lionmark Construction Companies LLC
M&A Mergers & acquisitions
NI Northern Ireland
ppt percentage point
RCF Revolving Credit Facility
RoI Republic of Ireland
ROIC Post-tax Return on Invested Capital for the previous twelve months
SBTi Science Based Targets initiative
SONIA Sterling Overnight Index Average
UK United Kingdom (GB and NI)
Underlying Underlying results are stated before acquisition-related expenses, property
gains and losses, redundancy and reorganisation costs, amortisation of
acquired intangibles, unamortised banking arrangement fees (where applicable)
and related tax items. References to an Underlying profit measure throughout
this announcement are defined on this basis.
Underlying EBITDA Earnings before interest, tax, depreciation and amortisation non-Underlying
items and before our share of profit from associate and joint ventures
US United States
USPP US Private Placement
Exchange rates 2025 2024
Average Period-end Average Period-end
1.18 1.21
1.29 1.26
Sterling/Euro 1.17 1.15
Sterling/US dollar 1.32 1.35
Cautionary Statement
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018 ("EUWA")) ("UK MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of certain matters
contained in this announcement with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this announcement. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and its
securities.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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