REG - Hill & Smith PLC - 2025 Annual Report and 2026 Notice of AGM
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RNS Number : 0627A Hill & Smith PLC 10 April 2026
Hill & Smith PLC (the 'Company')
2025 Annual Report and Notice of 2026 Annual General Meeting ('AGM')
Further to the Company's announcement of its final results on 11 March 2026,
in accordance with the UK Listing Rules, copies of the following documents
('Shareholder Documents') have been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
· The Hill & Smith PLC 2025 Annual Report & Accounts
· The Notice of the Company's 2026 Annual General Meeting ('AGM
Notice'); and
· The Form of Proxy
Hard copy versions of the above documents have been posted to those
shareholders who have elected to receive them in paper form.
The Annual Report and AGM Notice will also shortly be available via the Company's website at:
https://hsgroup.com/investors/reports-and-presentations/
(https://hsgroup.com/investors/reports-and-presentations/) and from the
Company's registered office at Hill & Smith PLC, Westhaven House, Arleston
Way, Shirley, Solihull B90 4LH.
Compliance with Disclosure and Transparency Rule 6.3.5 ('DTR 6.3.5') -
Extracts from the 2025 Annual Report & Accounts
The information below, headed as Appendix A, B and C, and which is extracted
in unedited form from the 2025 Annual Report, is included solely for the
purpose of complying with DTR 6.3.5 and the requirements it imposes on how to
make public Annual Financial Reports. It should be read in conjunction with
the Company's Preliminary Announcement issued on 11 March 2026 (available at
www.hsgroup.com). Together these constitute the material required by DTR 6.3.5
to be communicated to the media in unedited full text through a Regulatory
Information Service. This material is not a substitute for reading the full
2025 Annual Report. All page numbers and cross-references in the extracted
information below refer to page numbers in the 2025 Annual Report.
Appendix A - Principal Risks and Uncertainties
Risk Description and potential impact Mitigation
Reduction in US infrastructure spending Category: Economic & market Our growth is supported by multi-year planned government spending to upgrade • Cross-party support for core infrastructure investment plans.
conditions US infrastructure, support technology change, and private investment from US
manufacturers and producers to onshore vital components. Changes to these • Our portfolio covers diverse products, markets and territories.
Risk appetite: Receptive plans could have a detrimental impact on Group revenues.
• Market and product development initiatives.
Risk movement: No change We remain confident that infrastructure investment will continue to form part
of national spending plans under the US federal government administration. • Strategic planning process overseen by the Executive Committee
Confidence also remains in private investment in electricity transmission and and Board to anticipate and mitigate potential downside risks.
distribution infrastructure.
Change in global economic outlook and geopolitical environment Material adverse changes in the political and economic environments in the • The Group has a diverse portfolio of operating companies with
end-user markets in which we operate have the potential to put at risk our exposure to a range of infrastructure and built environment end markets.
Category: Economic & ability to execute our strategy. Global events could negatively impact our
supply chains and the Group's production capacity, leading to an inability to • Current and future financial performance is continuously
market conditions meet customer requirements. monitored, facilitating rapid response to changes in market conditions.
Risk appetite: Balanced Geopolitical tensions have heightened with the recent conflict in the Middle • In line with our entrepreneurial model, our decisions are made
East and tariffs under the US federal government. We continue to monitor the close to our markets and our businesses are agile and responsive to changes in
Risk movement: Increase risk in terms of the impact on our supply chains, energy costs, and end their external competitive landscape.
markets.
• Group procurement standards, including robust due diligence of
supply chain partners and the requirement for dual sourcing where available.
Increase in competitive Increased volatility, uncertainty, and slowdown in our markets could result in • The Group holds leading positions in niche infrastructure
increased competition, leading to a loss of customers and/or pricing pressure markets with high barriers to entry.
pressure and consequently a loss of sales and reduced profits. New entrants to our
markets could impact our market share and margins. • In line with our entrepreneurial model, our decisions are made
Category: Economic & close to our markets and our businesses are agile and responsive to changes in
their competitive landscape.
market conditions
• Our operating companies strive to provide superior products and
Risk appetite: Balanced high service levels to customers, while aiming to ensure there is no
dependency on any one customer.
Risk movement: No
change
Product failure The Group operates in infrastructure markets where it is critical that its • Products tested, approved and accredited by regulatory bodies.
products meet customer and legislative requirements and where the consequences
Category: Operational of product failure are potentially significant. • Quality control protocols fully implemented and continuously
monitored.
Risk appetite: Averse Product failure arising from component defects or warranty issues may require
remediation including the replacement of defective components or complete • Contractual controls in place to minimise economic impacts.
Risk movement: No products, resulting in direct financial costs to the Group and/or wider
reputational risk. • Product liability insurance cover maintained globally.
change
• Litigation supported/managed by external legal specialists.
Climate change Failure to adapt to and manage the threats and opportunities from climate • Decarbonisation Committee to oversee and govern our carbon
change could have significant reputational, financial and operational impacts reduction plans and initiatives.
Category: ESG on the Group. Chronic changes in climate and extreme weather events may
disrupt our operations and supply chains. • TCFD analysis to understand the risks and opportunities arising
Risk appetite: Balanced
from climate change, including climate scenario modelling to evaluate the
Transitioning to a low-carbon economy may present technological challenges and threat from extreme weather.
Risk movement: No the high energy demand of some of our operations could incur carbon taxes.
Climate change transition costs could also inflate the price of the goods we • Carbon emissions reduction plan established to set out how we
change purchase. will achieve net zero (for scopes 1 and 2) by 2040, reducing our exposure to
transition risks.
• Insurance cover, continuity planning and extreme weather
protocols in place to mitigate our exposure from physical risks.
• See Our Approach to Sustainability (including our TCFD report)
for further details, pages 37 to 59.
IT systems failure & The Group relies on the information technology systems used in the daily • The Board maintains a watching brief on IT and cyber risk and
operations of its operating companies. A failure of those systems or cyber has overseen significant investment across the Group to enhance IT security
cyber attack could have a significant operational impact on the Group, impacting controls.
customer service, revenue and margins.
Category: Operational
• Wholesale network security improvements completed during 2025.
During the year the global cyber threat has continued to evolve, with the
Risk appetite: Averse proliferation of advanced cyber intrusion tools lowering the barrier for entry • IT controls manual in place, mandating a robust set of
to criminals and states alike. The UK's National Cyber Security Centre information security controls covering basic cyber hygiene, system back-up
Risk movement: Increase ('NCSC') has warned that ransomware remains one of the most pervasive cyber procedures, hardware/software protection, tabletop exercises, and monthly
threats to UK organisations. security training for all employees.
Given this, while there has been continued enhancement of the Group's IT • Ongoing programme of IT controls compliance reviews completed by
security controls during 2025, the Board considers the risk to be heightened. Internal Audit.
Portfolio management The Group's growth strategies include the acquisition of businesses to • All potential acquisitions are robustly evaluated to ensure they
complement or supplement its existing activities. Failure to execute an fit within our purpose and core strategic goals.
Category: Strategic effective acquisition due diligence and integration programme could have a
significant impact on the Group's ability to generate sustainable profitable • Due diligence protocols deployed in relation to assessment of
Risk appetite: Receptive growth for shareholders. target businesses, including financial, commercial, environmental and legal.
Risk movement: No change • Contractual protections and assurances sought from sellers to
mitigate identified risks.
• Board approval required for Group acquisitions, in line with its
Schedule of Matters Reserved.
• Post-acquisition integration plans established for all
acquisitions, with regular performance monitoring and reporting to the Board.
Failure to take advantage The Group operates in core infrastructure markets where continuous innovation • Entrepreneurial culture and autonomous structure to encourage
is integral to the Group's product offering, and where a failure to innovate innovation and enable agile response to a changing competitive landscape.
of product development could result in product obsolescence, the entry of new competitors and/or loss
of market share. The development of new products and technologies carries risk • Our acquisitions strategy brings innovative products and
and innovation including the failure to develop a commercially viable offering within an technologies to our portfolio.
acceptable timeframe.
Category: Strategic • Board monitoring of emerging risks alongside external specialist
support, where both the risks identified and the potential opportunities
Risk appetite: Receptive arising are considered.
Risk movement: No • Active Intellectual Property management within individual
operating companies overseen by Group.
change
Failure to attract, retain and develop an appropriately diverse, skilled and Talented employees are fundamental to the success of the Group. We aim to • Training and development programme for high-potential talent.
experienced workforce employ the best people for the job, and we know we can only do this by
considering talented people from the whole community. Failure to attract, • Board-level review of succession planning for senior leaders.
Category: Operational develop and retain high-quality individuals may impact our ability to deliver
against our strategic goals. • Bespoke coaching and mentoring for identified MD successors to
Risk appetite: Balanced support development.
Risk movement: No change • Training and development programme for supervisors and line
managers.
• Continued use of internships, apprenticeships and other
vocational courses for specialist and technical roles.
• Annual engagement survey results inform operating company and
Group-level action plans to improve engagement.
Prevention of harm or The Group is committed to ensuring the health, safety and wellbeing of all · Launch of 'I Own Safety' cultural change programme in 2026 to
employees and third parties. The Group operates multiple manufacturing train every employee on recognising safe and unsafe behaviours.
injury to people facilities, where a failure in the Group's health and safety procedures could
lead to injury or to the death of employees or third parties. • Culture of zero tolerance promoted by the Board with clear
Category: ESG
targets and improvement metrics.
Our LTIR reduced by 9% to 0.3, but the 2025 target of 0.275 was not achieved.
Risk appetite: Averse • Regional health and safety organisational structure to allow
Group health and safety resource to be closer to the individual operating
Risk movement: No change companies.
• Groupwide incident management system.
· Monitoring and review of LTI rates with all LTI incidents
investigated and findings presented to the Executive Committee.
• Regular health and safety site audits.
· Health and safety forums to monitor performance and share best
practice.
• External health and safety accreditations and relationships
maintained with regulatory bodies.
Violation of applicable laws and regulations The Group's operations must comply with a range of national and international • Group Code of Business Conduct sets out required approach for all
laws and regulations including those related to modern slavery, anti-bribery staff.
Category: ESG and corruption, human rights, employment, GDPR, trade/export compliance and
competition/anti-trust. • Mandatory training for employees including Modern Slavery,
Risk appetite: Averse
Anti-Bribery and Corruption, and Competition Law compliance.
A failure to comply with applicable laws and regulations could result in civil
Risk movement: No change or criminal liabilities and/or individual or corporate fines and could also • Programme of audits undertaken on a cyclical basis to review
result in debarment from government-related contracts, restrictions on ability operating companies' compliance with regulatory requirements.
to trade or rejection by financial counterparties as well as reputational
damage. • Software solutions implemented globally to ensure compliance with
trade and export legislation.
• Externally hosted whistleblowing hotline available to all
employees to allow them to raise concerns in confidence or anonymously, if
preferred.
• Toolkits issued to all UK operating companies to aid compliance
with GDPR.
Appendix B - Responsibility Statement of the Directors pursuant to Disclosure
and Transparency Rule 4
The following statement is extracted from page 135 of the 2025 Annual Report
and is repeated here for the purposes of compliance with DTR 6.3.5. This
statement relates solely to the 2025 Annual Report and is not connected to the
extracted information set out in this announcement or the Preliminary
Announcement.
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.
Appendix C - Related Party Transactions
The key management personnel are considered to be the Board of Directors of
Hill & Smith PLC and the
members of the Executive Board who are not also Directors of Hill & Smith
PLC. The Board of Directors' remuneration can be seen in the Directors'
Remuneration Report on pages 102 to 129. The combined remuneration of key
management personnel can be seen in note 6 to the financial statements on page
170 of the 2025 Annual Report and Accounts.
Karen Atterbury
Company Secretary
Hill & Smith PLC
Tel: +44 (0) 121 704 7430
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