Built for the Trade
Annual Report
andAccounts 2025
Annual Report and Accounts 2025 Howden Joinery Group Plc
2025
Empowered depot teams
support the needs of the
local builder
Backed by UK manufacturing,
global sourcing and an
efficient distribution network
970
local depots
c.38%
volume of products
manufactured as %
of cost of goods sold
550k
local customers
+300
global suppliers
Our business is about helping our trade customers
achieve exceptional results
Howdens at a glance
A well-established strategy
to deliver profitable growth
Leading positions in attractive
markets withopportunities
to gainshare
A differentiated business
model with benefits of scale
and local trade relationships
Sustainable growth, sector-
leading margins andstrong
cash generation
Core strengths
• Trade-only focus and the best local prices.
• Local delivery model – 88% of customers are less than
5 miles from a Howdens depot.
• Product leadership – always in-stock and easy to fit
to get the job done.
• Efficient UK-based manufacturing, global sourcing
and our own distribution fleet.
12k
employees
11mft
2
UK footprint
20k
kitchen and
joinery products
99.9%
availability
from primary
distribution
to depots
Strategic Report
Trade-only: focused on
our customers’ needs
Products immediately
available locally
Knowledgeable depot teams
to support the builder
Market-leading kitchen
and joinery product ranges
An empowered, depot-led
business, close to the trade
Competitive
confidential pricing
A unique business model focused on
long-term customer relationships
and exceptional service
See page 16 for more information
Financial Statements
Additional Information Governance
01
Howden Joinery Group Plc
Annual Report & Accounts 2025
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
2024 £2.3bn
2025 £2.4m
2024 £328m
2025 £345m
2024 £344m
2025 £345m
2024 45.6p
2025 49.2p
2024 £115.9m
2025 £116.6m
2024 21.2p
2025 21.9p
2024 £122m
2025 £156m
2024 61.6%
2025 62.7%
2024 £339m
2025 £355m
2023 £2.3bn
2023 £328m
2023 £283m
2023 46.5p
2023 £114.1m
2023 21.0p
2023 £119m
2023 60.8% 2023 £340m
2021 £2.1bn
2021 £390m
2021 £515m
2021 53.2p
2021 £133.6m
2021 19.5p
2021 £86m
2021 61.6% 2021 £402m
2022 £2.3bn
2022 £406m
2022 £308m
2022 65.8p
2022 £115.0m
2022 20.6p
2022 £141m
2022 60.9% 2022 £415m
Revenue
£2.4bn
Gross
margin
62.7%
Operating
profit
£355m
Earnings
per share
49.2p
Profit
before tax
£345m
Dividends
per share
21.9p
Dividends
paid in year
£117m
Net cash
at year end
£345m
Investment in
assets – capex
£156m
Performance in 2025
Howdens advanced on all fronts in the year.
We gained market share and delivered a strong
operational performance with profit growth
ahead of sales.
We continued to invest in our strategic initiatives, helping our trade
customers win more business while making our operations more
efficient and productive.
Operational highlights
Continued
progress against
our ESG goals
Making more
products in our
own UK factories
Continuing to
strengthen our
digital offering
23
UK depot
openings
3
new depots
in Republic
of Ireland
24
new kitchen
ranges
Financial highlights
Financial Statements
Additional Information Governance
03
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
02
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report Performance in 2024
03
Strategic Report Page TitleStrategic Report Page Title
Attractive end markets
Aggregate UK market value of
c.£11bn* versus UK sales of £2.3bn
in 2025
UK Kitchen market around £6bn* by
value as at the end of 2025
• Room to increase kitchen market share which
remains relatively fragmented
Addressable value of other
established categories around £5bn*
• Our total share of these categories is lower
than our share of kitchen market
Non-residential
90%
10%
95%
5%
Significant UK growth opportunities
Residential
Repair
maintenance &
Improvement
(RMI)
% Howdens’ revenue
New construction
* Howdens’ estimates based on proprietary data – 2025
Kitchens
£0bn
£2bn
£4bn
£6bn
£8bn
£10bn
£12bn
Other Combined Howdens UK
Market value of established UK categories
Contents
Strategic Report
How we create value
Financial Statements
Our financial performance
Governance
How we preserve value
Additional Information
Additional information
142 Independent auditor’s report
157 Consolidated income statement
157 Consolidated statement of
comprehensive income
158 Consolidated balance sheet
159 Consolidated statement of
changes in equity
160 Consolidated cash flow statement
161 Notes to the consolidated financial
statements
197 Company balance sheet
198 Company statement of changes in equity
199 Notes to the Company financial statements
205 Five year record
206 TCFD reporting
214 Parent company and subsidiaries
215 Shareholder and share capital information
217 Shareholder ranges
217 Corporate timetable
218 Advisors and registered office
68 Corporate governance report
70 Board of Directors
74 Executive Committee and
Company Secretary
76 Key Board activity
78 Directors' duties (Section 172(1) Statement)
80 Stakeholder engagement
88 UK Corporate Governance Code:
application and compliance
94 Nominations Committee report
102 Remuneration Committee report
126 Audit Committee report
134 Sustainability Committee report
137 Directors’ report
139 Non-financial and sustainability information
01 Howdens at a glance
02 Performance in 2025
08 How we create value
12 Our purpose, our culture & values,
our market, our strategy and
our business model
18 Chairman’s statement
21 Chief Executive Officer’s review
28 Key performance indicators
30 Financial review
36 Risk management and principal risks
42 Sustainability matters
62 Going concern and Viability statements
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Financial Statements
Additional Information Governance
05
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
04 05
Strategic Report Page TitleStrategic Report Page Title
How we
create value
Strategic Report
Performance
in 2025
02
Chairman’s
statement
18
Risks and
uncertainties
36
How we create
value
08
CEO’s
review and KPIs
21
Sustainability
42
Purpose,
culture, market,
strategy and
business model
12
Financial
review
30
Going concern
and Viability
62
Financial Statements
Additional Information Governance
07
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report
06
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report Page Title Strategic Report Page Title
We respond to external opportunities and mitigate threats
Our purpose
We are a business built on relationships. Our success comes
from the trust we build with our customers. When our customers
succeed, we succeed and our other stakeholders succeed.
How we create value
Business model Strategy
Trade-only. In-stock from local depots
at best local price. Entrepreneurial
depots supported by UK manufacturing
and efficient sourcing and distribution.
Reach more builders. Offer them the best
product, pricing, service and support.
Generate profits for reinvestment and
shareholderreturns.
Markets Risks
Competing at all price points.
Gaining market share.
Effective risk monitoring
and mitigation.
See page 12
See page 15
See page 14
See page 16
See page 36
Our purpose drives our business model
and shapes our strategic decisions
Culture & values Sustainability Governance
Worthwhile for
all concerned.
Focus on climate
resilience and Net Zero.
A clear governance
framework. Operating
with integrity.
Long-term value for our stakeholders
Long-term, sustainable growth and value for all stakeholders.
Worthwhile for all concerned.
See page 13 See page 42 See page 66
Financial Statements
Additional Information Governance
09
Howden Joinery Group Plc
Annual Report & Accounts 2025
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Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report
Culture is aligned
with purpose, values
and strategy
Sustainable behaviour
preserves our culture,
maintains focus on our
business model, mitigates
our risks and addresses the
needs of our stakeholders
Our governance
frameworkguides
alldecisions
and outcomes
Our business model and strategy generate
value for a range of stakeholders
Strategic Report Strategic ReportPage Title Page Title
Creating value for our trade customers
We have strong and trusted local relationships
with our trade customers, based on:
Trade service and
convenience
During the year we continued to revamp our depots to meet
our customers’ needs and provide the best trading environment.
Product
leadership
Trade value
• Local depot network
• Knowledgeable depot teams
and outstanding service
• In-stock model so builders can
get the products they need at
short notice
• Trade accounts
• The right product ranges
andstyles
• Trade quality and easy for
builders to fit
• Market-leading solid work
surface offering
• Premium paint to order
capability
• Best local pricing
• In-house manufacturing and
distribution, and a low-cost
depot operating model
• Value across entry, mid and
high price ranges
Our service offering
88%
of UK customers live
within 5 miles of a depot
99.9%
service level from primary to UK depots
See page 22
Creating value for our employees
Valuing our employees, supporting them and
rewarding them well for outstanding performance
Entrepreneurial
culture
We are committed to developing our people and supporting
apprenticeships for the new generation of employees and
tradespeople.
Career developmentExcellent rewards
• The strong entrepreneurial
culture in the business means
our teams are engaged,
committed and incentivised
to provide our customers with
outstanding service levels.
• As a growing company,
there are many opportunities
to develop and build great
careers.
• As well as a good salary,
plus local profit-sharing
and incentives, employees
receive excellent rewards and
recognition for outstanding
performance.
Our employee inclusion survey
74%
said Howdens is a
great place to work
74%
said Howdens is a place where everyone has the
opportunity and is encouraged to succeed at work
See page 55
Financial Statements
Additional Information Governance
11
Howden Joinery Group Plc
Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Howdens was founded on the principle that
thebusiness should be worthwhile for all
concerned — customers, homeowners, tenants,
local communities, our suppliers, our investors,
our staff and their families.
This founding principle has
shaped our business model
and our strategic decisions
since 1995, and it continues to
be at the heart of what wedo.
Our purpose Our culture and values
Worthwhile for our trade customers
• Profitability, convenience, service, support.
• Great product range for them to offer to their customers.
• Outstanding service.
• Trusted personal relationships – we do what we say.
• Trade accounts and confidential discounts.
• Design, planning and marketing support.
Worthwhile for our staff
• A good salary, plus local profit-sharing and incentives,
excellent rewards and recognition for outstanding
performance.
• An entrepreneurial culture, with central support.
• A growing company with opportunities to develop and
progress. Structured career development programmes.
Worthwhile for our suppliers
• Strong and enduring relationships based on trust.
• Working together to develop new products and deliver
bestservice.
• Our scale provides good opportunities for suppliers
to build a profitable business by working with us.
Worthwhile for our other stakeholders
• Delivering consistent long-term value for shareholders
with a growing dividend and return of surplus cash through
share buybacks.
• Helping end-users at each stage of their buying decision.
• Important local employer in over 970 communities.
• Giving back to charities and local communities.
• Responsible purchasing and environmental policies.
Our focus on serving our trade customers is at the heart of
everything we do. We believe the best way to source and install
a kitchen is to work with your local tradesperson, and we are
clear that the purpose and future success of our business lies
in serving the trade market to the highest standards.
Our relationship with our trade customers has three key
facets, each supported by our entrepreneurial culture.
Product leadership
Product design and testing facilities ensure that we offer
the right product styles that are attractive to consumers,
designed to be trade quality and easy for builders to fit,
givingthem more time.
Trade value
Best local trade prices enabled by in-house manufacturing,
long-term key supplier agreements and a low-cost depot
operating model.
Trade service and convenience
Depots located where our customers need them; monthly
account facilities; product in-stock to get the job done –
including appliances, joinery, doors, flooring, hardware
and bedrooms. A free design service to help customers
and end-users choose and plan their kitchens. Digital tools
to help the busy builder.
We are a business built on relationships,
and our success comes from the trust
we build with our trade customers.
Customers
Environment
and communities
Shareholders
Pensioners
Staff
Suppliers
and landlords
Government and
local authorities
Financial Statements
Additional Information Governance
13
Howden Joinery Group Plc
Annual Report & Accounts 2025
12
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Trade specialists
26%
Contract specialists
9%
Independents
34%
Retail
31%
c.£6bn
c.£5bn
+
Kitchens Joinery
c.£11bn
2
Howdens
£2.3bn
Our market
The kitchen market
• 28 million households in the UK; 18 million owned and 10 million rented.
• UK kitchen and joinery market of c.£11bn
1
. We continue to grow market share.
• ‘Do It For Me’ and the trade market continue to be strong.
• Howdens sells to trade customers who work flexibly across a broad range of markets,
including owner-occupied homes, private rentals and social housing.
• Our Contracts division supports the increasing demands of the new build market.
Structural drivers
• The UK population could reach nearly 74 million by
2036. The UK population will increase by 6.6 million
people (9.9%) between 2021 and 2036 (ONS, 2024).
• Ageing UK housing stock will drive renovation
(ave. age of UK stock is 70 years – ONS, 2022).
• Increased end-user interest in sustainable products
(44% of households are switching off or moving to
more energy efficient appliances – NatWest, 2022).
• Entrepreneurial builders are well placed
to win kitchens and joinery work as part
of wider home refurbishment projects.
They are supported by Howdens’ in-stock,
trade-only business model.
Recent trends
• More than a quarter of working adults in Great Britain
(28%) were hybrid working in the Autumn of 2024
(ONS). This leads to greater wear and tear on kitchens
and appliances.
• Consumer mindset more focused on design and
use of kitchen space to maximise flexibility
(Howdens’ proprietary data).
• Ageing population – by 2066 there will be
a further 8.6 million projected UK residents aged
65 years and over, taking the total number in this
group to 20.4 million and making up 26% of the total
population (UK Govt, 2021). Increasingly this will
drive renovation activity as many choose to age in
their place of residence.
UK market by revenue
1
UK market revenue by vendor category
1
Large and attractive markets
with significant growth potential
1 Howdens’ estimates based on proprietary data.
2 Established kitchens
and joinery markets only
(excludes bedrooms)
Our strategy
Our medium-term strategic initiatives help us achieve our purpose by
increasing market share and profits while delivering for our customers.
Our purpose
To help our trade customers achieve exceptional results
for their customers and to profit from this.
Evolving our depot model
• to provide the best working and trading
environment and use space efficiently.
See page 25
Improving our product range
andsupply management
• to help customers’ buying decisions,
improve service and enhance productivity.
See page 26
Developing our digital platforms
• to raise brand awareness and support our
business model.
See page 27
Expanding our international
operations
• to expand our presence in attractive kitchen
and joinery markets outside the UK.
See page 27
Underpinned by our long-term objectives
to drive sustainable future growth
Reach more
builders
Grow market share.
Increase trade convenience.
Operational
excellence
Increase customer service, efficiency,
trade value and profitability.
Product
innovation
The right amount of the best product,
at the best price.
Prudent financial
management
Giving us the tools to do the job.
Measured by:
KPIs
•
Sales growth
•
Profit before tax
•
Cash
•
Depot openings
•
Health & Safety
•
FSC® or PEFC
certified raw
materials
•
Waste recycling
See page 28
Financial Statements
Additional Information Governance
15
Howden Joinery Group Plc
Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Our resilient business model –
built for the Trade
What we do
The value we create
1 2
Depots designed for our trade customers
3 4
StaffCustomers
1 2 3 4 5
Suppliers Investors
Communities
and environment
Consumers/
homemakers
The UK’s leading specialist kitchen supplier,
selling only through trade customers.
• Employment opportunities
and a good neighbour in over
970 communities.
• Supporting local and
nationalcharities.
• Responsible ESG practices
andpolicies.
• See our Sustainability report
onpage 42.
• Long-term value creation,
generating cash for further
profitable investment in the
business and to support a
growing dividend.
• Surplus cash after investment
and dividends is returned
toshareholders through
sharebuybacks.
• Our expert teams make and source
attractive products that are trade
quality and easy to fit.
• We design and manufacture all of
our own cabinets, as well as some
cabinet frontals, worktops and
skirting boards.
• We’re agile and we keep the make vs.
buy decision under review. We make
what it makes sense for us to make
in our UK factories, and we buy other
product in from our suppliers.
• We buy in thousands of different
products from hundreds of trusted
suppliers around the world, including
appliances, joinery, flooring and
hardware. We offer everything
necessary tocomplete any kitchen.
• Our in-house distribution
operation delivers from
our factories and central
warehouses to our network
of over 950 depots.
• No two deliveries are alike,
andeachone must be correct,
complete and on time. We can
guarantee this because we
controlour own distribution.
Distribution
• We have over 2,000 specialist
kitchen designers who support
the builder by visiting the
end-user’s home, or work with
them remotely using our free
virtual design service, and help
them choose, plan and design
their dream kitchens.
• A growing company with
opportunities for training,
development and
career progression.
• A safe working environment,
good salary, pension and
benefits,with local profit-
sharingand incentives.
• Strong and enduring
relationships based on trust.
• Cooperative engagement
on new products and the
scale necessary to support
suppliers’ businesses and
their investment plans.
• Decentralised depot business
model. Entrepreneurial depot
managers leading highly motivated
and incentivised depot teams.
Trusted relationships with their
local builders.
• A typical Howdens depot is in an
edge-of-town location – more
convenient for trade customers,
and cheaper to rent. 88%
of our UK customers live within
5 miles of a Howdens depot.
• Our in-stock model means that
builders can get the products
theyneed at short notice, even
when plans change part way
through a job.
• We offer the builder quality
products, excellent levels of service
and trade accounts that allow them
up to eight weeks to pay. We focus
on helping our customers succeed.
When they make money, we make
money.
• Builders save time and money
with Howdens. Trade quality,
full productrange forthe complete
kitchen, available from stock
atcompetitive, confidential prices.
• Trusted personal relationships
providing outstanding service.
From free design and planning to
delivery andaftersales support.
• Trade accounts allow the builder to
finish their project and get paid by
their customer before they need to
pay us.
• Online account management, click
and collect and anytime ordering
tools help the busy builder.
Product manufacturing and sourcing
Financial Statements
Additional Information Governance
17
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Annual Report & Accounts 2025
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Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Chairman’s statement
Another year of disciplined
execution and robust
financial delivery
Strategic Report
Peter Ventress
Chairman
Our significant progress this year
also puts firmly into focus the
powerful combination of Howdens’
differentiated trade-only, in-stock
business model alongside the
commitment and entrepreneurial
drive of our depot teams.
Increased sales and profitability
in the year
During 2025, Howdens continued to operate against a
challenging geopolitical and macro economic backdrop.
Yet, despite these headwinds, we increased sales, market
share and profitability which was an outstanding performance
and a credit to the considerable talents and commitment of
our CEO Andrew Livingston and his Executive team.
Our significant progress this year also puts firmly into focus
the powerful combination of Howdens’ differentiated trade-
only, in-stock business model alongside the commitment
and entrepreneurial drive of our depot teams. Their focus on
outstanding service, product expertise and supporting our
local trade customers remains central to our success. On
behalf of the Board, I would like to extend my sincere thanks
to our 12,000 colleagues whose resilience, expertise and
dedication underpin everything we do.
Financial performance
2025 was another year of disciplined execution and robust
financial delivery. Group revenue grew by 4.1% to £2,418.0m,
with UK revenue up 3.8%, reflecting our strong competitive
position even in a subdued market environment. Gross margin
improved by 110bps to 62.7%, supported by disciplined pricing
management, increased volumes, and ongoing sourcing and
manufacturing efficiencies. Costs were well controlled and
operating profit increased 4.7% to £355.3m, with profit before
tax up 5.1% to £344.9m, ahead of the rate of sales growth.
Basic earnings per share grew 7.9% to 49.2p, reflecting the
profit growth for the year, a lower effective tax rate and the
benefit of the share buyback completed in the year.
Our strong cash generation remains a hallmark of Howdens’
business model. We ended the year with £344.5m of cash,
maintaining a robust and ungeared balance sheet that
continues to support investment through the cycle.
During the year, we invested in further depot reformats and
openings, key manufacturing upgrades, digital improvements,
and the continued development of our international
businesses. We also returned cash to shareholders through
dividends and, reflecting our strong financial position,
we also completed a £100m share buyback programme.
Strategic initiatives
The kitchen and joinery markets we operate in remain large,
fragmented, and well suited to our trade only model. In 2025,
we continued to make significant progress in executing our
strategic priorities:
• Depot expansion and optimisation: We opened 23 new UK
depots, completed 60 depot reformats, and added further
depots internationally, ending the year with 891 UK depots,
63 in France and Belgium, and 16 in Ireland.
• Product innovation: We introduced 24 new kitchen
ranges, further enhanced our solid worksurface offer,
and continued to strengthen our joinery ranges.
• Manufacturing and supply chain: We commenced a major
multi year upgrade of our rigid cabinet and panel lines
at Runcorn, an important investment that will increase
capacity, improve flexibility and support long term margin
progression.
• Digital capabilities: We launched our new pricing and
margin (PAM) tool across the UK depot network, with strong
early indications of improved margin performance on
everyday SKUs.
• International development: Our France and Ireland
businesses made good progress, with international
revenue up 13.4%. In France we focused on improving same
depot sales and team capability, while Ireland continues to
establish itself as a strong competitor in our categories.
These initiatives position us well to deliver sustainable,
profitable growth as market conditions normalise over time.
You can read more about our progress on our strategic
initiatives in Andrew Livingston’s CEO review on pages 21 to 27.
Further progress in sustainability
Howdens continued to strengthen its leadership in
responsible business in 2025, progressing its sustainability
agenda and our externally validated Net Zero plan. The Group
achieved its 25% Scope 3 emissions reduction target ahead
of schedule and expanded value chain engagement, with
more than 100 key suppliers now providing verified data and
decarbonisation plans. It also completed a Double Materiality
Assessment and used the deferral of the EU Corporate
Sustainability Reporting Directive requirements to further
enhance data quality and alignment of our ESG disclosures.
Operationally, all sites maintained zero to landfill status,
supported by improved waste management, increased on
site renewable generation, and ongoing fleet decarbonisation
initiatives. We also advanced our product sustainability
programme through stronger lifecycle design and higher
recycled material use. The Group also continued to drive
a vibrant people strategy recognising that as a service
business the importance of well-trained, highly motivated
staff. We continued to embed inclusion and wellbeing,
expanded apprenticeships and early career pathways,
and strengthened manager capability to support long term
talent development.
You can read more about our progress this year starting
at page 42.
Governance
Good governance remains critical to sustaining trust and
accountability across our diverse stakeholder base. During
2025, we continued to strengthen the Board’s experience and
oversight capabilities. The year saw a planned CFO transition,
with Jackie Callaway succeeding Paul Hayes following a
comprehensive selection process. Jackie brings significant
financial, operational and leadership experience to the Board.
We continue to ensure that our governance structures
and Board composition remain appropriate to support the
Group’s long term strategy and to provide robust challenge
to the Executive Committee. We assess principal risks across
operational, reputational, compliance, financial and strategic
categories over the short, medium and long term, and these
with further detail are set out in the Strategic Report on
pages 36 to 41. In 2025, cyber threats have again evolved in
sophistication with several high profile incidents that included
the use of emerging technologies and advanced social
engineering techniques—we intensified colleague training and
maintained strong technical controls, validated by external
specialists, alongside tested disaster recovery and business
continuity plans.
We remain focused on ensuring Howdens has the right
governance structures and Board composition to support our
long term strategy and to provide effective challenge to the
Executive Committee.
For more information please see pages 66 to 139.
Financial Statements
Additional Information Governance
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Strategic Report
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Strategic Report Strategic ReportPage Title Page Title
Capital allocation and returns
toshareholders
Our capital allocation policy is unchanged. We focus on
achieving sustainable profit growth by investing in organic
expansion and broadening our capabilities in growth
adjacencies. We aim to provide shareholders with an
attractive ongoing income stream and an ordinary dividend
that grows in line with the long-term prospects of the business.
After allowing for these uses of cash, Howdens remains
committed to returning any surplus capital to shareholders.
Within its definition of surplus capital, the Board’s objective
is for the Group to be able to operate through the annual
working capital cycle with a strong balance sheet, noting that
there is seasonality in working capital balances through the
year, particularly in advance of our peak trading period in the
second half. We also take into account that the Group has a
significant property lease exposure for the depot network,
and a large defined benefit pension scheme. Our policy
remains that when year-end cash is in excess of £250m we
expect to return surplus cash to shareholders. This provides
sufficient headroom to support organic growth, our seasonal
working capital requirements, and ongoing investments in our
strategic initiatives, while maintaining a strong balance sheet.
In July 2025 the Board declared an interim dividend of 5.0p per
ordinary share (2024: 4.9p per ordinary share), an increase
of 2%. The Board is recommending a final dividend for 2025
of 16.9p per ordinary share (2024: 16.3p per ordinary share),
an increase of 3.7%. This brings the total dividend to 21.9p
per ordinary share (2024: 21.2p per ordinary share), and
represents a year-on-year increase of 3.3%. If approved by
shareholders at the AGM in May the final dividend will be
paid on 22 May 2026 to shareholders on the register on 10
April 2026. Reflecting the Group’s strong financial position,
the Board is announcing today a new £100m share buyback
programme which will be completed over the next 12 months.
Looking ahead
As we look ahead, we expect the overall size of the UK kitchen
market to remain broadly consistent with last year’s levels,
providing a stable backdrop for continued disciplined
execution. As we focus on delivering day to day value for
our trade customers, we will continue to strike the right
balance between price and volume while maintaining firm
cost control. We remain confident that our differentiated
model is well positioned to capture the opportunities within
our markets, and we enter the year prepared and determined
to outperform our competitors once again. Although it is still
early in the new financial year, our performance so far is in
line with expectations, and we are on track to meet market
expectations for 2026
1
.
Peter Ventress
Chairman
25 February 2026
1 On 26 February 2026 analysts’ consensus forecasts for FY2026 profit
before tax, which was published on the Company’s corporate website,
was an average of £354m, with a range of £345m to £383m.
Chief Executive
Officer’s review
Further market share
gains in 2025, with profit
growth ahead of sales
Andrew Livingston
Chief Executive Officer
The business delivered strong
operating cashflow and we
maintained a robust balance
sheet. This gives us the flexibility
to continue to invest in our growth
plans for the business and provide
shareholders with an increased
dividend and a £100m share
buyback programme.
Q&A with Andrew Livingston,
Chief Executive Officer
The business advanced on all fronts in the
year. We gained market share and delivered
a strong operational performance with
profit growth ahead of sales. We continued
to invest in our strategic initiatives, helping
our trade customers win more business
while making our operations more efficient
and productive.
Q
How would you summarise Howdens’
performance in 2025?
A
The business advanced on all fronts in, as we
anticipated, a challenging UK marketplace. The results
were at the top-end of our expectations, and we have
made an encouraging start to 2026. Group sales increased by
4% with the business continuing to perform well in the final two
periods of the year. In the UK, we gained kitchen market share
which helped us mitigate a small single digit decline in the
overall size of the market.
Our kitchen volumes rose, which helped us consolidate the
significant market share gains we have made over the last
five years or so, with our longest established depots making
a substantial contribution to the share gains we have made
over this period. We delivered an industry leading gross
margin with gross profit up on last year, as we balanced
recovery of cost rises with our commitment to provide
competitive pricing for our customers.
Reported profit was 5% ahead of last year, increasing at
a higher rate than sales. The business delivered strong
operating cashflow and we maintained a robust balance
sheet. This gives us the flexibility to continue to invest in our
growth plans for the business and provide shareholders with
an increased total dividend for the year. For 2026, we have
also announced a new £100m share buyback programme.
Chairman’s statement continued
Page
Our Sustainability report 42
My introduction to our Governance report 68
Our Board of Directors 70
Further reading
Financial Statements
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Strategic Report Strategic ReportPage Title Page Title
Chief Executive Officer’s review continued
Q
Markets have been challenging.
What are your assumptions for the UK
kitchen market in 2026?
A
For 2026, our planning assumption is that the overall
size of the UK kitchen market will be level year on year,
following several of decline. We are well prepared for
the challenges and opportunities ahead, and our customers,
who are typically self-employed, are highly adept at winning
business in all market conditions. Delivered by our highly
entrepreneurial and well incentivised depot teams, I believe
that our service orientated, trade only, in-stock, local model
is the right one to deliver sustainable market share gains.
Our model is hard to replicate and difficult to compete with,
and we have initiatives in place to make it more so. In 2025,
we believe the value of our principal UK markets totalled
some £11 billion, versus our UK sales of £2.3 billion. So we
have lots of growth opportunities to go after.
Q
How are your strategic initiatives
supporting long-term development?
Looking at the UK depot network how is
your depot rollout and refurbishment
programme progressing?
A
High service levels, local proximity and immediate
availability remain very important to our customers
and we continue to see profitable opportunities to
open depots, with line of sight to around 1,000 in the UK.
In 2025, we opened 23 UK depots, including 18 in the final
two periods.
We expect to open around 25 more in 2026. The updated
depot format strengthens productivity, space utilisation
and the working environment. Last year we completed 60
revamps including 9 relocations, taking the total to 401.
This year we plan to convert another 45 depots and by
year-end will have around 77% of UK depots trading in the
updated format. So we are making good progress.
Q
How is product innovation
contributing to your performance?
And what is included in your kitchen
ranges for 2026?
A
Investment in product, service and availability helps
us develop long-term customer relationships and build
competitive advantage. Sales of new product
introduced in 2025 and the prior two years represented
around 29% of UK product sales.
Q
How are solid surface worktops
contributing to growth?
A
Solid surface worktops present significant
opportunities, supported by our in-house
manufacturing capacity — among the largest in the
UK — enabling rapid template-to-fit times. Our offering in this
category is underpinned by our in-house manufacturing
capacity, which is amongst the largest in the UK, helping us
offer rapid template to fit times.
In recent years we have increased the number of decors we
offer for this service and for this year we have introduced
clearer and simpler ranging and more delineated pricing to
demonstrate the value we offer at all price points. Ahead of
peak trading this year, our total offering will comprise a similar
number of options to last year with increased space available
to display worktops in more of our depots.
Q
Of course, Howdens also importantly
supplies trade customers with joinery
products for their everyday needs.
How are these categories developing?
A
Yes, joinery is important to our trade customers and
presents a significant long-term growth opportunity.
For example, take appliances; our Lamona brand is one
of the leading integrated appliance brands in the UK, and for
this year we have completed a major refresh of the brand’s
offering. We have modified the design and lowered the prices
of a suite of high-volume products, without compromising
these products functionality. Elsewhere we have updated the
design and specification of a number of higher priced
products including washing machines, fridge freezers
and cookers.
Launched in 2023, our own label flooring brand, ‘Oake and
Gray’, now represents a substantial proportion of category
sales. Having introduced water resistant laminates last
year, new product for this year includes sustainably sourced
engineered wood flooring with mass market leading standing
water resistance. In ironmongery, we launched our own label
brand ‘Fuller and Forge’ last year. It features door furniture
in a variety of designs, finishes and styles and significantly
improves our offering in a category where we are under-
represented. Fuller & Forge product has landed well and for
this year we have new finishes and designs and will be adding
new sub – categories.
As well as being substantial businesses, doors and joinery are
key footfall building products for us. Last year we added more
colour and bolder styles at all price points to our door line-up
and new product this year includes a new premium range of
Howden branded solid engineered doors. In joinery we will
continue to develop the sub-category extensions into wall
panelling, stair parts and loft spaces initiated in 2025.
Value for money is a consistent feature of purchasing
decisions and we are committed to offering market-leading,
easy-to-fit, fairly priced product. With household budget
pressures, price featured prominently in 2025 and is expected
to do so again this year.
Our 2026 NPI brings more colours, styles and finishes to
more budgets, especially at entry and mid-level. We are
also innovating in long-established categories and adding
colours and styles to fitted bedrooms. Efficient portfolio
management is crucial. Our rigid cabinet platform is shared
across all families, enabling cost effective range expansion.
Enhancements to stock management and replenishment,
including the XDC network, support best availability at lower
cost. More efficient testing enables us to bring more proven
new styles to market more quickly.
Excluding paint to order, we have 24 new kitchens confirmed
for 2026, with the full offer organised into 11 families. We have
15 new kitchens for these families in 2026. At entry level: five
new kitchens including Greenwich and Whitney in Porcelain
and Allendale in Reed Green. At mid-level we have six new
colours added to Frome and new emerging tones added to
Clerkenwell and Halesworth.
Q
You have expanded into higher-
priced kitchen ranges more recently.
Why are you doing this and how are
you developing the range here?
A
Entry and mid-level kitchens remain the core source of
our rigid cabinet volumes and kitchen invoice value.
But yes, you are right, we have upscaled our higher
priced kitchen portfolio in recent years utilising Howden’s
scale, supply and manufacturing capabilities to offer the
bespoke look most associated with the high street
independents at competitive prices. Our offering now
comprises four families, including three shaker style
timberfamilies which are collectively marketed as
‘ClassicTimber Kitchens’.
In 2025 our Classic Timber Kitchen families performed
particularly well, with the paint to order options growing in
popularity. The number of our Chilcomb and Elmbridge kitchens
sold in the paint to order colours, which are priced at a premium
to the stock colours, increased significantly in 2025.
This year we are refreshing our paint to order palette with
four new colours with two of the leading paint to colours,
becoming Chilcomb and Elmbridge stocked colours.
Last year we extended the reach of our timber offering with
the launch of a new family, Ilfracombe, an in-frame timber
kitchen of classic design. Positioned above our Chilcomb and
Elmbridge families, Ilfracombe is exclusively available in 24
paint to order colours.
Q
Fitted bedrooms were introduced
more recently as an incremental
opportunity to supply trade customers.
How is that going?
A
Yes, we think they represent a growing source of
incremental sales and profit, and help us foster
customer relationships. Installing fitted bedrooms
suits the skills of customers who fit kitchens and last year a
substantial proportion of total bedroom sales represented
purchases either by new customers or by customers who had
bought from us relatively infrequently.
We develop our bedroom ranges in-house, utilising our
existing design and supply infrastructure and they have a
high cabinetry content, which matches our manufacturing
capabilities. Our 2025 offering comprised bedrooms in five
leading family designs drawn from our kitchen portfolio,
including a new family Clerkenwell, launched during the year.
This year, we will continue to target entry and mid-price points,
with five new bedrooms, including new colours for Bridgemere
and Halesworth.
Q
Given you are a depot-led business
predominantly, why is digital important
to the business and what areas are you
looking to develop?
A
We use digital to reinforce our model of strong local
relationships between depots and their customers by
raising brand awareness, supporting the business
model with new services and ways to trade with us, and to
deliver productivity benefits and more leads for our depot
teams and our customers.
Usage of our on-line account facilities, which provide
efficiencies and benefits for customers and depots alike,
has continued to increase. New registrations totalled some
59,000 and around 61% of customers had an on-line account
at the year-end. Total users viewing our trade platform
increased by 45%, with around 80% of users regularly looking
at their individual and confidential prices. Customers with an
on-line account have on average continued to trade with us
more frequently and spent more than non-users.
We generated high levels of engagement with our web
platform and grew our social media presence, which also
stimulates interest in viewing our products and services
on-line and site visits totalled some 24 million in the year.
Amongst kitchen specialists, we continued to have the
highest number of fitted kitchen site visits in the UK, and the
time spent viewing pages and the number of sessions were
at consistently high levels. Across the leading social media
channels, our follower base at around 721,000 was up 18%,
with around 6.8 million engagements a month.
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Evolve our depot model
Improve our range and supply management
Develop our digital capabilities and services
Expand our international operations
1
2
3
4
Digital can also make us a more efficient business. For
example usage of our upgraded ‘Click and Collect’ service for
‘everyday’ products increased this year and the new depot
account management tool introduced last year is helping
depots manage their customer relationships more efficiently
and productively.
Q
Turning to International, it looks like
you have generated strong growth this
year. What are your plans for 2026 and
beyond?
A
In 2025, year on year sales of our operations based
in France increased at a higher rate than the previous
two years. In tough market conditions, the business
responded positively to the measures taken to improve existing
depot sales performance. We now have in place a highly
experienced leadership team adept at depot management and
have invested in enhanced offerings of ‘footfall promoting’
products, alongside other initiatives. In 2026, we will continue
to build out our depot teams’ capabilities, particularly account
management, and actively manage our depot estate, including
by closures and relocations where necessary, as we look to
build on the progress made.
We are also trialling a more compact version of our format,
initially at a new test-depot in Reims to the west of Paris.
At around 500 square metres, this version is under half the
average size of the current depots has lower rental costs and
the layout incorporates the latest UK format innovations.
We expect to maintain the aggregate number of depots
trading at around the current number as we actively manage
our depot estate to optimise its performance.
We opened for business in the Republic of Ireland in 2022
using a similar depot location strategy to that in France, with
the local team supported by our UK infrastructure and our
digital platform. By the end of 2025 we had 16 depots trading,
including nine clustered around Dublin and three serving
Cork. This year, we expect to open around five more depots
which would increase the number trading to 21 by the
year-end.
Q
So finally Andrew, how do you see the
coming year?
A
We are well planned, including on our strategic
initiatives. These are aimed at increasing our market
share profitably, as day to day we deliver value to
customers across all price points and product categories. We
will have 24 new Kitchens in-stock well ahead of peak Autumn
trading, plus a very competitively priced paint to order kitchen
offering and overall our line-up in all product categories is the
best we have had in my time at Howdens.
We will continue to improve service and availability and
increase the range of services and functionality we offer
on-line to the benefit of our depot teams, customers and end-
users alike. During 2026 we plan to open around 25 depots in
the UK and refurbish around another 45 existing depots to the
updated format. In total, we expect to end the year with around
85 depots trading in the Republic of Ireland, France & Belgium.
While it is early in the financial year, we are on track to meet
current market
1
expectations for 2026. We are planning for
the size of the kitchen market to be level year on year, following
several years of decline in what remains a competitive market
place. We aim to retain a profitable balance between price
and volume, as we continue to maintain competitive pricing
whilst aligning operating costs and working with suppliers to
keep product and input costs controlled.
We are confident that our business model is the right one to
address the opportunities in our markets. We are well placed
to outperform our competitors in 2026, as we continue to
invest in our strategic initiatives so we are looking forward
with confidence.
1 Current analysts’ consensus forecasts for FY2026 for profit before tax,
which is published on the Company’s corporate website, is an average
of £354m, with a range of £345m to £383m.
Chief Executive Officer’s review continued
We have made further progress on our medium-term strategic initiatives,
and we expect to deliver profitable growth and market share gains over
the medium term. The four strategic initiatives are:
Our strategic initiatives
1
Evolve our depot model – we want to improve
our depot network over time to ensure we
use space more efficiently, and to provide
the best environment for our customers to
do business in.
High service levels, including local proximity and immediate
availability, are very important to our customers and we have
continued to extend our depot footprint to support growth.
We have been rolling out updated depot format across our
estate. It provides an attractive space for us to do business
with our Trade customers, and a place for them to bring their
customers to see our product range and to work with our
kitchen designers.
It also has an improved warehouse space that makes space
utilisation and productivity gains in a cost-effective way by
using vertical racking.
The reformats are budgeted to pay back costs in less
than four years. Depot P&Ls are charged a reformat
cost which ensures depot teams are motivated todeliver
incremental sales.
The updated depot format
Updated front area creates the best environment for
ourcustomersto do business in. Better warehouse racking
deliversmore stock, in less space, with reduced picking times.
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2
Improving our range and supply management
–to help customers’ buying decisions, to
improve service and to enhance productivity
inour manufacturing, sourcing and supply
chain activities.
As product lifecycles shorten, managing the number of
kitchen ranges efficiently is crucial for both our customers,
who want best availability, and for profitability. We are
managing range introductions and clearances so that we
are offering the right number of range families, designed to
fit all budgets. More recently we have placed more emphasis
on building out our share of higher priced kitchens where we
have been historically underrepresented. This has included
expanding our offering to encompass template-to-fit solid
worksurfaces, a wider range of appliances (including own
label) and premium services such as Paint To Order. We are
also innovating in other product categories to expand our
share of attractive niche markets in joinery.
Howdens is an in-stock business, and high stock availability
is a key reason the trade buys from us. In 2025, deliveries
totalled 73.4 million pieces and our service level from primary
to depots was 99.98%. Our XDC network enables next day
delivery and, together with initiatives such as ‘Daily Traders’,
supports exceptional service levels. We continue to balance
make versus buy to optimise cost, availability, resilience
and flexibility.
Recent investments have increased capacity and broadened
capabilities; at Runcorn, our multi-year development
programme is underway following planning permissions and
the acquisition of the freehold, and will provide more capacity
at the site, with increased flexibility and productivity and lower
CoGS than would otherwise have been the case.
The Runcorn programme includes installing a new high
volume panel machining line with automated WIP, building
two extensions to house the equipment and significantly
increasing warehouse storage capacity, and utilising
additional land to expand trailer parking. The works are
expected to take about three years to complete and are
included within overall Group capex guidance.
3
Digital – we are developing our digital platforms
to raise brand awareness, support the business
model and to deliver productivity gains and
leads for depots and customers.
Our digital strategy reinforces strong local relationships
between depots and their customers by raising brand
awareness, supporting new services and ways to trade,
and delivering productivity benefits and more leads for
depots and customers.
Use of online account facilities continues to increase, with
59,000 new registrations and around 60% of customers
holding an online account at year end. Total users viewing our
trade platform increased by 45%, with around 80% regularly
viewing their individual confidential prices. Customers with an
online account traded more frequently and spent more than
non-users.
Use of our upgraded Click & Collect service for everyday
products continues to increase. We have also recently
introduced a new depot pricing and margin tool, ‘PAM’ which
is now operating in all UK depots. Designed in-house, PAM
makes depot price management easier and more effective.
It provides comprehensive data for depots to make more
informed pricing decisions with a higher degree of confidence
and enables depots to assess quickly the impact on margin
of price changes. Depot feedback has been very positive,
and we are seeing both more bespoke local pricing and
improvements in depot margin on the products incorporated
in the system.
4
International – Expanding our presence in
attractive kitchen and joinery markets outside
the UK.
While the UK market for kitchens and joinery is large,
fragmented and attractive, we believe that there is an
opportunity to take Howdens’ highly differentiated in-stock,
trade only, local business models to other markets outside
the UK.
A good example is France, where most kitchens are
purchased through kitchen specialists and DIY stores.
Currently there is limited choice locally for builders to be
served by a dedicated supplier where products are available
from stock either same day or next day. We have tested
our ability to access this sizeable market in several ways
before adopting ‘a city-based’ approach, serving solely
trade customers, led and staffed by people who embrace
the Howdens way of doing business. Alongside team
development, we are also investing in the business through
enhanced offerings of ‘footfall-promoting’ products and a
regular schedule of ‘trade days’ at all depots with aligned
promotional activity and more supplier support. Our current
strategy is to establish profitable businesses in these regions
which deliver attractive returns for our shareholders
Sales in the Republic of Ireland were well ahead of last year,
and we expect to open around five more depots in 2026,
taking the total to 21 by the year end. The Irish market suits our
differentiated, in stock trade model and continues to respond
well to our approach.
Our strategic initiatives continued
Chief Executive Officer’s review continued
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2024 £2.3bn
2025 £2.4m
2023 £2.3bn
2021 £2.1bn
2022 £2.3bn
2024 £328m
2025 £345m
2023 £328m
2021 £390m
2022 £406m
2024 947
2025 970
2023 915
2021 818
2022 873
Key performance indicators
Strategy Risk Remuneration
Links to:
Financial Non-Financial
Strategy Risk Remuneration
Links to:
Financial Non-financial
Sales
Why we measure it
We believe that there are considerable opportunities to grow
sales. As sales grow, we believe there are economies of scale
which will also allow us to grow long-term profitability.
Links to strategy, risks and remuneration
Profit before tax
Why we measure it
Profit before tax is a simple and widely understood
measure. We consider that it gives a complete picture of our
performance as it includes all of our operating, selling and
distribution, admin and financing expenses.
Links to strategy, risks and remuneration
Progress
Total Group sales of £2.4bn in 2025, in line with market
expectations.
Progress
Profit before tax of £345m in 2025.
Depot staff bonuses are directly linked to their depot’s sales
Reach more builders Failure to maximise growth potential
Executive Committee and senior management
bonuses are directly linked to PBT
Operational excellence
Failure to maximise growth potential
Prudent financial management
Deterioration of model & culture
Executive Committee and senior management
bonuses are directly linked to cash generationtargets
Return surplus cash to shareholders
Invest in our strategic priorities
Prudent financial management
Cash
Why we measure it
We aim to cover our investment needs, to retain at least one
year’s working capital requirement, to pay a progressive
dividend and to return surplus cash to shareholders
(see page33 for details of our capital allocation model).
Links to strategy, risks and remuneration
Progress
We have invested £156m in capital expenditure
for future growth and have also returned £117m in
dividends and £100m in share buybacks, ending the
year with £345m cash.
£345m
year end cash
£156m
capex
£117m
dividends paid
£100m
share buyback
Depot openings
Why we measure it
We believe that there is some way to go before the UK market
is saturated. We continue to identify possible sites for new
depots whilst at the same time keeping our model flexible, and
allowing us to take account of economic conditions and phase
the speed of our growthaccordingly. We are also developing
a presence in France, Belgium and the Republic of Ireland.
We plan to expand our depot network again in 2026.
Links to strategy, risks and remuneration
Use of FSC® or PEFC
certified materials
Why we measure it
We use around 300,000 cubic metres of chipboard and MDF
in our factories. FSC
®
and PEFC are the two maincertification
bodies. Ensuring that all our MDF and chipboard is certified by
them gives us assurance over their provenance. See page 50
for more details.
Links to strategy, risks and remuneration
Zero to landfill
Why we measure it
One of the pillars of our business model is our efficient
production, which gives us a significant cost advantage.
Reusing, recovering or recycling as much of our waste as we
can benefits stakeholders as it reduces both our emissions
and our costs.
Links to strategy, risks and remuneration
Health & Safety
Why we measure it
We have over 12,000 employees working in our depots,
our factories, our logistics operation and our support sites
and we need to keep them all safe at work.
Links to strategy, risks and remuneration
Progress
We ended 2025 with 22 more depots in the UK and an
additional 3 in the Republic of Ireland.
Progress
Our rate of RIDDOR-reportable injuries has remained low and
is also significantly below the HSE all-industry average for the
year. Seepage 53 for more detail.
Progress
We are pleased to announce that in 2025 we have maintained
zero to landfill across our whole UK operations. We are now
exploring ways in which we can maintain this performance
and increase the proportions of our waste which we reuse
or recycle. Seepage 53 for moredetails.
Failure to maximise growth potential
Deterioration of model & culture
Reach more builders
Operational excellence
Health & Safety
Product innovation
Product relevance Continuity of supply
Prudent financial management
LTIP performance measure
Operational excellence
All of the chipboard
& MDF used in our
manufacturing
processes is from
FSC® or PEFC
certifiedsources
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Financial results for 2025
1
Revenue
Group revenue was 4.1% ahead of last year at £2,418.0m
(2024: £2,322.1m). UK depot revenue of £2,333.2m (2024:
£2,247.4m) was 3.8% ahead of last year and 2.6% ahead on
a same depot basis, reflecting a strong end to the year. Our
strong competitive position in the UK enabled the business
to gain further market share despite a modest contraction
in the kitchen market. Local currency revenue of €99.0m
(2024: €88.1m) in the international depots was 12.4% ahead of
the prior year and grew 9.3% on a same depot basis. This was
an encouraging performance, as we continued to build out our
depot network in the Republic of Ireland, and optimise our sites
in France and Belgium.
Gross profit
We maintained our sector leading gross margin by
appropriately balancing pricing and volumes. Gross profit was
£84.3m ahead of last year at £1,515.4m (2024: £1,431.1m)
The higher gross margin percentage of 62.7% (2024: 61.6%)
reflected the benefit of the price increase at the start of the
year and increased volumes. It also included proceeds from
an insurance claim relating to the replacement of damaged
production equipment in a panel line at the Group’s Howden
manufacturing facility. This resulted in a one-off gain of
approximately £6m. Cost savings within COGS of £14m
included £17m of sourcing benefits from raw materials and
finished goods suppliers which offset £3m of inflationary
pressure in timber. Manufacturing efficiencies of £4m directly
offset all cost increases in our factories.
Operating profit and profit before tax
Operating expenses increased by £68.2m to £1,160.1m (2024:
£1,091.9m). This included £28m of ongoing investments in
our strategic initiatives with £12m for new UK depots opened
in 2024 and 2025 and £13m of other strategic investments
including digital upgrades and £3m relating to the expansion
of our international operations. Higher inflationary costs
of around £27m, principally payroll and property costs,
were offset with continued productivity and efficiency
improvements. There was also a charge of £6.1m in relation
to the impairment of depot assets as part of our optimisation
plans in France, where we are planning to relocate 6 depots
over the next two years. Overall, operating profit was £16.1m
or 4.7% ahead of last year at £355.3m (2024: £339.2m). The
EBIT margin was 10 basis points ahead at 14.7% (2024: 14.6%).
The net interest charge was £10.4m (2024: £11.1m). Profit
before tax of £344.9m was 5.1% ahead of the prior year
(2024: £328.1m).
1 The information presented relates to the 52 weeks to 27 December 2025
andthe 52 weeks to 28 December 2024 unless otherwise stated.
2 Same depot basis excludes depots opened in 2024 and 2025 and
closeddepots.
Financial review
• Maintained sector leading
gross margin
• 21.9p 2025 full year dividend
• £100m share buyback over
the next 12 months
Jackie Callaway
Chief Financial Officer
Our strong competitive position
in the UK enabled the business
to gain further market share
despite a modest contraction
inthe kitchen market.
Strategic Report
Financial review
Revenue
1
£m (unless stated) 2025 2024 Change
No. of depots
2025
3
UK depots – same depot basis
2
2,297.6 2,239.7 +2.6% 839
UK depots opened in previous two years 35.6 7.7 52
Total UK depots 2,333.2 2,247.4 +3.8% 891
International depots 84.8 74.7 +13.5% 79
Group 2,418.0 2,322.1 +4.1% 970
Local currency revenue
1
€m (unless stated) 2025 2024 Change
No. of depots
2025
3
International – same depot basis
2
94.2 86.2 +9.3% 72
Depots opened in previous two years 4.8 1.9 7
Total international 99.0 88.1 +12.4% 79
1 The information presented relates to the 52 weeks to the 27 December 2025 and the 52 weeks to the 28 December 2024 unless otherwise stated.
2 Same depot basis excludes depots opened in 2024 and 2025 and closed depots.
3 There was 1 depot closed in the UK in 2025. In International, 3 depots were opened in the Republic of Ireland and 2 depots were closed in France during 2025.
Profit before tax
£325
£300
£m
£425
£400
£200
Price
(sales)
Volume
and mix
CoGS
efficiencies
£225
£275
£250
£375
£350
Disciplined pricing management and purchasing efficiencies delivered higher gross margins
+£29m
(£68m)
+£14m
+£1m
Operating
costs
Interest
£328
£345
2524
Gross Profit Growth + £84m
+£41m
Strategic
initiatives
(£28m)
Other
(£40m)
Strategic Report Strategic ReportPage Title Page Title
We have a strong track record of cash generation,
investment, and capital returns
£3.8bn
Generated in operating cashflow
£901m
Invested in capex
£814m
Returned in ordinary dividends
£760m
Returned in buybacks
and special dividends
Over the past 10 years:
Strong cash
generation supports
investments
and returns to
shareholders
Capex Ordinary dividends
Share buybacks Special dividends
* The special dividend paid in 2021 was a catch-up, given
the suspension of dividends in 2020 due to COVID-19.
£600
£500
£m
£900
0
Operating
cash flows
– pre leases
Opening
net cash
Closing
net cash
Interest
received
Lease
payments
Dividends
paid
Share
buyback
£200
£100
£400
£300
£800
£700
Changes in net cash
Uses of cash
-£124m
-£26m
-£156m
-£117m
-£100m
+£538m
+£13m
Working
capital
changes
CapexTax
paid
DividendCapex Share buyback
2024 £122m £116m
£345m
£344m
2524
2025 £156m £100m £117m
-£26m
2025
£284m
£238m
£373m
£495m*
£270m
£80m
£187m
£175m
£164m
£209m
202420232022202120202019201820172016
Strong cash
generation supports
investments
and returns to
shareholders
Tax, profit after tax and basic
earnings per share
The tax charge was £77.2m (2024: £78.8m) which represented
an effective tax rate of 22.4% (2024: 24.0%). This was lower
than our guidance at the start of the year as we have further
refined the patent box claim. Profit after tax was £267.7m
(2024: £249.3m). Basic earnings per share were up 7.9%, on
the prior year at 49.2p (2024: 45.6p) reflecting the increased
profit for the year, lower effective tax rate and the benefit of the
reduced number of shares in issue following the share buyback
programme completed in the year.
Cash
The net cash inflow before movements in working capital
totalled £537.6m (2024: £504.6m). Overall working capital
increased by £26.3m to support growth, with stock £18.5m
higher as a result of depot openings and new product
introductions. Receivables at the end of the period were
£14.2m higher than at the end of the previous period
principally due to the increase in sales.
Payables were £6.4m higher. Capital expenditure was
£156.5m and included the one-off freehold purchase of
the Runcorn manufacturing facility for £31m. Excluding
this, capital expenditure was £125.5m, a similar level to
last year at £122.0m, as we continued to prioritise growth
initiatives. Corporation tax payments were lower at £25.7m
(2024: £39.2m) as a result of prior year tax credits due to the
patentbox claim.
Dividends amounted to £116.6m (2024: £115.9m) and share
buy backs were £100.2m (2024 nil). The interest and principal
paid on lease liabilities totalled £123.9m (2024: £113.4m).
Reflecting the above, cash at the year-end was £344.5m
(28December 2024: £343.6m).
Capital allocation and
returns toshareholders
Our capital allocation policy is unchanged. We focus on
achieving sustainable profit growth by investing in organic
expansion and broadening our capabilities in growth
adjacencies. We aim to provide shareholders with an
attractive ongoing income stream and an ordinary dividend
that grows in line with the long-term prospects of the business.
After allowing for these uses of cash, Howdens remains
committed to returning any surplus capital to shareholders.
Within its definition of surplus capital, the Board’s objective
is for the Group to be able to operate through the annual
working capital cycle with a strong balance sheet, noting that
there is seasonality in working capital balances through the
year, particularly in advance of our peak trading period in the
second half. We also take into account that the Group has a
significant property lease exposure for the depot network,
and a large defined benefit pension scheme. Our policy
remains that when year-end cash is in excess of £250m we
expect to return surplus cash to shareholders. This provides
sufficient headroom to support organic growth, our seasonal
working capital requirements, and ongoing investments in our
strategic initiatives, while maintaining a strong balance sheet.
Return surplus cash
to shareholders:
• After organic investment needs
• Seasonal working capital movements
• Fund pension scheme
• Distribute cash >£250m
Modest investment
in adjacencies:
• Vertical integration e.g. solid surfaces
• Land purchases for expansion
Progressive ordinary
dividend growth:
• Sustainable growth through the cycle
Investing in organic growth:
• Open new and revamp existing depots
• Disciplined range management
• Optimise manufacturing & logistics
• Grow digital platform
Howdens’ approach to capital allocation
How we make cash and how we spend it
Financial review continued
Financial Statements
Additional Information Governance
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Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Financial review continued
Counterparty risk
Group Treasury policy on investment restricts counterparties
to those with a short-term credit rating at least equivalent to
Standard and Poor’s A-1 or Moody’s P-1. It also places limits
on the maximum amount which can be invested with a single
counterparty. The Group continuously reviews the credit
quality of counterparties, the limits placed on individual
credit exposures and categories of investments.
Funding and liquidity
The Group’s objective with respect to managing capital is
to maintain a balance sheet structure that is both efficient
in terms of providing long-term returns to shareholders
and safeguards the Group’s ability to continue as a going
concern. As appropriate, the Group can choose to adjust its
capital structure by varying the amount of dividends paid to
shareholders, the returns of capital to shareholders, the level
of capital expenditure, or by issuing new shares.
The Group has a committed, multi-currency, revolving credit
facility which allows borrowing of up to a maximum of £150m.
The facility was not used at any point during 2025 and is in
place until September 2029. More details of this facility are
given in note 19 to the financial statements.
The Group’s latest forecasts and projections have been
stress-tested for reasonably possible adverse variations in
trading performance and show that the Group will operate
within the terms of its borrowing facility and covenants for the
foreseeable future as part of our going concern assessment,
which is further detailed beginning at page 69.
At the 2025 year end, the Group had £345m of net cash and
£150m of funds available to borrow under the committed
borrowing facility.
In July 2025 the Board declared an interim dividend of 5.0p
per ordinary share (2024: 4.9p per ordinary share), an
increase of 2%. The Board is recommending a final dividend
for 2025 of 16.9p per ordinary share (2024: 16.3p per ordinary
share), an increase of 3.7%. This brings the total dividend to
21.9p per ordinary share (2024: 21.2p per ordinary share),
and represents a year-on-year increase of 3.3%. If approved
by shareholders at the AGM in May the final dividend will be
paid on 22 May 2026 to shareholders on the register on 10
April 2026. Reflecting the Group’s strong financial position,
the Board is announcing today a new £100m share buyback
programme which will be completed over the next 12 months.
Pensions
The defined benefit pension scheme has a surplus on an
ongoing funding basis meaning that no contributions are
currently payable by the company. At 27 December 2025, the
deficit was £7.8m on an IAS 19 basis (2024: Deficit of £2.1m).
The scheme is closed for future accrual.
There is a mechanism in place to reinstate contributions if the
funding position deteriorates in the future (as well as to turn
them off again if the funding position subsequently improves).
The current funding arrangement is in place to 31 May 2027
but will be reassessed before then as part of the triennial
valuation being carried out as at 31 March 2026.
The Company has actively engaged with the Trustee to pro-
actively manage and reduce pension risks over time through
a Joint Working Party framework. We will look to accelerate
actions to reduce and manage pension risk in areas such as
investment strategy, data and benefits and scheme funding.
Board changes
Paul Hayes notified the Board of his intention to retire from his
role as Chief Financial Officer (CFO) and Executive Director of
the Company effective 30 May 2025. Following an extensive
selection process, Paul was succeeded by Jackie Callaway
who joined the Howdens Board on 2 June 2025. Prior to her
appointment to Howdens, Jackie served as CFO of Coats Group
plc and as CFO of Devro plc. She is currently a Non-Executive
Director of IMI plc, the FTSE 100 specialist engineering
company. Jackie has a strong finance record and extensive
experience across multinational manufacturing and supply
chain businesses. She is a Fellow of the Institute of Chartered
Accountants in England and Wales.
Technical guidance for 2026
Income statement
• Inflationary cost headwinds of around £30m includes
additional property and labour costs including the
previously announced NICS and minimum wage increases.
We will look to offset these costs as much as possible
with disciplined cost control.
• Continued investment in our strategic initiatives to support
future growth of c.£30m.
• Foreign exchange sensitivity in COGS of Euro: +/- €0.01 =
£2.3m; US Dollar: +/- $0.01 = £0.7m.
• Interest charge of c.£16m.
• Full year effective tax rate of 23% to 24%.
Cashflow
• Cash tax expected to be c.£60m.
• Capital expenditure of c.£125m including our ongoing
investments to support future growth.
• Share buyback of £100m announced today.
Use and management of financial
instruments, and exposure to
financial risk
The Group holds financial instruments for one principal
purpose: to finance its operations. The Group does not
currently use derivative financial instruments to reduce
its exposure to interest or exchange rate movements.
The Group finances its operations by using cash flows from
operations, and it has access to a £150m revolving credit
facility if additional financing is required. Treasury operations
are managed within policies and procedures approved by
the Board. The main potential risks arising from the Group’s
financial instruments are foreign currency risk, counterparty
risk, funding and liquidity risk and interest rate risk, which
are discussed below.
No speculative use of derivatives, currency or other
instruments is permitted. The Treasury function does not
operate as a profit centre and transacts only in relation
to theunderlying business requirements.
Foreign currency risk
The most significant currencies for the Group are the US
Dollar and the Euro. It is the Group’s current policy that routine
transactional conversion between currencies is completed at
the relevant spot exchange rate. This policy is reviewed on a
regular basis. Sensitivity to movements in the Euro and
US Dollar is given in the ‘Technical guidance for 2026’
section above.
Section 172(1) statement
The Board reviews all matters and decisions through
the consideration and discussion of reports which are
sent in advance of each of their meetings and through
presentations to the Board. When the Directors discharge
their duty as set out in section 172 of the Companies Act
2006 (‘section 172’ or ‘s.172’), they have regard to the
other factors set out on page 78 and they also consider
the interests and views of other stakeholders, including
our pensioners, regulators and the government, and the
customers of our trade customers.
The Directors are required to include a statement of how
they have had regard to stakeholders and the other factors
set out in section 172(1)(a) to (f) when performing their duty.
The full s.172(1) statement may be found on pages 78 and
79. On pages 80 to 87, we have set out examples of how the
Directors have had regard to the matters in s.172(1)(a) to (f)
when discharging their section 172 duty.
Non-financial and sustainability
information
In order to consolidate our reporting requirements under
sections 414CA and 414CB of the Companies Act 2006 in
respect of Non-Financial Reporting, the table on page 139
shows where in this Annual Report and Accounts to find
each of the disclosure requirements.
Gender diversity information for the Group can also be
found on page 98 of the Nominations Committee Report.
Interest rate risk
The Group has not had any borrowings during 2025 and does
not consider interest rate risk to be significant atpresent.
New accounting standards
None of the new accounting standards that came into effect
during 2025 had a material implication for the Group.
Distributable profits
After paying £117m of dividends and buying back £100m
of shares in the year, the parent company has distributable
profits in excess of £750m.
Cautionary statement
Certain statements in this Annual Report are forward-looking.
Although the Group believes that the expectations reflected
in these forward-looking statements are reasonable, we can
give no assurance that these expectations will prove to have
been correct. Because these statements contain risks and
uncertainties, actual results may differ materially from those
expressed or implied by these forward-looking statements.
We undertake no obligation to update any forward-looking
statements whether as a result of new information, future
events or otherwise.
By order of the Board
Jackie Callaway
Chief Financial Officer
Financial Statements
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Strategic Report
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Risk management
Low
If the risk presents a hazardto
ourpeople, operations or strategy
Higher
If the risk presents us with an
opportunity to improvesales
or service
Balanced
For all other risks we carefully
balance the risk and our mitigation
efforts with the potential reward
Our approach to risk
When we look at risks, we specifically think about internal and external drivers of operational, reputational, compliance, financial and
strategic risk areas over short-, medium- and long-term timescales. We consider the effects they could have on our business model,
our culture and our strategy which we set out starting at page 8, and which we encourage you to refer to as you read this section.
The risk management process
The main steps in the process are set out below:
4 Monitoring and reporting
We provide formal updates twice a year to the
Executive Committee and Board for review, using
escalation criteria previously set by them. We also report
mitigation plans and progress against them. The Board
considers and agrees the key risks, appetites and mitigation
strategies which are fed back to risk owners. We carry out
this exercise twice yearly and use it to determine the Group’s
principal risks.
3 Response
We agree additional mitigation strategies
for risks that require a response and draw up
a future action planand a timeframe. We assign
responsibilityforimplementation of action plans.
2 Assessment
We assess risks using a Group-wide scoring mechanism that
considers both the likelihood of occurrence and the potential
impact. We prioritise them by their risk score and carry out
an assessment of the level of exposure against our risk
appetite. Risks that exceed our appetite may require
additional risk response.
1 Identification
Functional management and leaders formally identify risks
twice a year providing both a bottom-up and a top-down
perspective. We also conduct ad hoc reviews of new and
emerging risks throughout the year as they arise.
Key activities People
responsible
Reports/documents
Risk monitoring and reporting
We determine our principal risks from the key risk
report and agree them with Executive Committee
andBoard.
The Executive Committee and Board challenge
and agree the Group’s key risks, appetites and
mitigation strategies twice yearly.
Key risks, assessments and responses are
consolidated into a key risk report.
Risk response
Where risks exceed our appetite, functional leaders
draw up mitigation plans and agree them with the
Executive Committee.
Risk assessment
We prioritise risks using a Group-wide scoring
mechanism and compare them to our risk appetite.
Risk identification
We conduct operational risk register reviews
regularly to monitor current and emerging risks.
We review internal and external emerging issues
prior to each register review.
Principal risks
We consolidate the principal risks from the key
risk report. These are those risks that we consider
could have a potentially material impact on our
operations and/or achievement of our strategic
objectives.
Key risk report
We consolidate our key risk report from the
risk registers. This report outlines the highest
scoring risks, emerging risk issues, the biggest
influences to our risk profile and changes to the
risks reported. The key risk report also provides
a Group-wide perspective on risks escalated.
Risk register
We record risk registers for each functional
area, aligned with our operating model. The
register includes all of the information required
to accurately capture the risk and is maintained
on our risk management information system.
Weidentify an owner for each risk register
responsible for its maintenance as well as the
risksit contains.
Board
Executive
Committee
Audit Committee
Risk team
Functional
leaders
Operational
management
Risk team
Risk governance
Top-down
Bottom-up
Risk appetite
‘Risk appetite’ describes the amount of risk we are willing to tolerate, accept or seek. Our risk appetite is determined by the nature
of the risk and how that risk could affect us.
Reach more builders Operational excellence Product innovation Prudent financial management
Links to strategy
Emerging risks
We conduct periodic ‘horizon scans’ with the Executive Committee to understand our long-term emerging risk profile.
Thisprocess considers risks over three timescales:
• Short term – Current and near future risks that are strategically and operationally important and are already covered
in theoperational risk register.
• Medium term – Risks important for achieving long-term objectives, development and growth plans.
• Long term – Trends that could impact the development or success of achieving strategic objectives.
If a specific emerging risk requires a more immediate response, we discuss it with the Business Continuity and/or Executive
Committee as appropriate. The main emerging risks currently being considered can be found on page 40.
Compliance risks
Whilst not a principal risk, we carefully manage and oversee compliance risks through a combination of dedicated reviews and
horizon scanning. We carry out regular assessments across the business to help identify key compliance exposures. These
cover our operations, data security, product and other financial areas including anti-bribery and corruption, fraud and tax
compliance. The output of these is embedded in our operational risk process to ensure clear ownership and action plans across
the business. We prioritise these risks and escalate them to the Executive Committee and Board where appropriate.
Provision 29
As part of our Corporate Governance Provision 29 readiness work, we are ensuring our principal risks are fully mapped
to material controls across the business for financial, operational compliance and non-financial reporting control areas.
Our work remains on track to ensure compliance with the provision from when it applies.
2025 Principal risks and uncertainties
The arrows alongside each risk show the year-on-year change
1. Cyber security
R
O
P
F
Risk and impact
A major cyber security breach could
result in systems being unavailable,
causing operational difficulties, and/
or sensitive data to be unavailable or
compromised.
Mitigating factors
• We place continuous focus on training our people in cyber security, as we recognise
that these risks are dynamic, not always technical, and awareness is our first point
of mitigation.
• We employ industry standard IT security controls and regularly engage external
specialists to validate the effectiveness of our controls against best practice.
• We have robust disaster recovery and business continuity plans that are tested regularly.
• We adopt a continuous improvement approach to IT security and continue to invest in
the security of our systems.
Risk appetite
We have a low appetite for cyber
security risk and manage IT security
closely to secure the confidentiality,
integrity and availability of these
systems.
Trend
In 2025 cyber security threats have continued to develop with some high profile
incidents with other businesses in the UK and globally. The approach taken has also
become more sophisticated, through the combined use of emerging technologies such
as artificial intelligence, increasingly dynamic use of social engineering techniques and
gaining physical access.
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Strategic Report
Strategic Report Strategic ReportRisk management Principal risks and uncertainties
2. Market conditions
R
O
P
F
Risk and impact
We sell our products to independent
builders who install them in different
types of housing. Our sales depend on
the demand for repair, maintenance and
improvement services. If activityfalls in
these areas, it canaffect our sales.
Mitigating factors
• We have proven expertise in managing selling prices and costs. Data on
competitors, depot activity and pricing is discussed by the Executive Committee
at each meeting.
• We use insights from our depot network, our builders’ forums and other channels.
This is reviewed regularly by the Executive Committee and the Board.
• We use our good relationships with our suppliers to alert us of any changes.
Our suppliers update us on their assessment of trading and market performance
through regular reviews with our leadership team. We also gather insights from
supplier visits and our Supplier Conference.
Risk appetite
We have a low appetite for market
conditions risks and we maintain
closerelationships with our customers
and suppliers to identify movements
early to enable appropriate action to
be taken.
Trend
Cost-of-living pressures, geopolitical instability and persistent inflation may further
erode our end-consumer confidence. The volatility seen throughout 2025 has only
intensified in early 2026, with geoeconomic confrontation and interstate conflict
emerging as majorglobal risks for the year ahead
3. People
R
O
P
F
Risk and impact
Our business could be adversely affected
if we were unable to attract, retain and
develop our staff, or if we lost a key
member of our team.
Mitigating factors
• We continue to invest in our employee value proposition, striving to provide the best
possible working environment and growth opportunities for our employees.
• The Executive Committee and senior leadership team assess succession plans for key
roles regularly to ensure that appropriate continuity is in place.
• The Remuneration Committee and Board are regularly updated on key people activity
such as our internal projects to improve diversity as well as programmes such as
employee financial education.
• We continue to support a wide variety of apprenticeships, accreditations and
development programmes across all areas of our business.
Risk appetite
We have a low appetite for people
risk and work hard in ensuring that they
feel valued, are rewarded appropriately
and have opportunitiesto develop and
progressin their Howdens career.
Trend
Ongoing cost of living, wages and inflationary pressures, management of hybrid
working practices and changes of working laws and rights has created a challenging
environment for our people and management teams. Maintaining the wellbeing and
motivation of our people remains a focus area across the entire business.
4. Health & safety
R
O
P
F
Risk and impact
We have a large estate which employs
various activities that could cause
harm to our staff, our customers,
their customers and the communities
around us.
Mitigating factors
• We invest in safe ways of working. We have developed dedicated health & safety
teams and formalised systems that help us stay safe.
• We monitor, review and update our practices to take account of changes in our
environment or operations and in line with best practice and changing legislation.
• We make sure we keep talking about health & safety at every level of the business,
led by the Executive Committee.
Risk appetite
We put a great deal of effort into
identifying and managing health
& safety issues before they occur,
and have a low appetite for health
& safety risks.
Trend
A well-established health & safety framework manages this risk effectively. We have
continued to learn from constantly monitoring near misses, changes to our operating
environment and changing legislation, ensuring this risk remains stable.
5. Supply chain
R
O
P
F
Risk and impact
A failure in governance or disruption
to our relationship with key suppliers,
manufacturing and distribution
operations could affect our ability to
service our customers’ needs. If this
happened, we could lose customers
and sales.
Mitigating factors
• We maintain strong relationships with our suppliers. We use long-term contracts
and multiple sourcing to safeguard the supply of key products.
• We have invested in our supply chain and distribution to secure capacity and agility
when it is required. We have optimised our stock levels.
• Supplier reviews are discussed regularly with the Executive Committee. In addition,
a sub-committee monitors governance of supplier risk and considers potential issues.
Risk appetite
We have a low appetite for supply chain
risks and put considerable effort into
identifying them early to enable us
toprevent stock issues at our depots.
Trend
Whilst our supply base has returned to a more pre-pandemic environment, changing
legislation, ongoing geopolitical issues and extreme weather events could challenge
the continuity of our supply-chain and impact cost of freight.
Financial Statements
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Strategic Report
Strategic Report
Risk management continued
The arrows alongside each risk show the year-on-year change
2025 Principal risks and uncertainties continued
Reach more builders Operational excellence Product innovation Prudent financial management
Links to strategy
Strategic Report Strategic ReportPage Title Page Title
Emerging risks
Geopolitical risk
The continuing changing political situation in the Middle East, Europe and China, coupled with major changes in governments
continue to have the potential to impact our supply base and the economies we operate in. We monitor the situation in the
relevant territories and take a risk-based approach to any identified exposures.
Legislative environment
Increasing legislative requirements around climate and corporate governance continue to have the potential to impact our
operations at home and abroad, and/or to distract our focus on our customer.
We review emerging legislative requirements as well as our compliance with existing legislation to understand how and
when they could impact on us and what we need to do to comply.
The arrows alongside each risk show the year-on-year change
2025 Principal risks and uncertainties continued
Climate-related risk and tax risk
Climate is an emerging risk but is not a principal risk for us. We handle climate risk in the same way as our other risks, albeit
that time horizons may be longer. We have continued to develop our climate risk approach during 2025, and more detail on
this can be found in our TCFD report on pages 58 and 59.
We consider tax risk as part of our operational risk management. We have a specific tax risk register, owned by
senior staff with Executive oversight. We do not consider tax as a principal risk. Our UK tax strategy may be found at
https://www.howdenjoinerygroupplc.com/docs/librariesprovider25/archives/governance/2025-tax-strategy.pdf
Financial Statements
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Strategic Report
Strategic Report
6. Maximising growth
R
O
P
F
Risk and impact
Failure to recognise, innovate and exploit
opportunities could impact on growth.
We must align our business model,
risk appetite, structures, and skills
with opportunities to maximise our
growth potential.
Mitigating factors
• We continue to invest in our depot environment, people, services, and systems,
and in our manufacturing and distribution capabilities to equip them for growth.
• Growth activities are reviewed in the light of our risk appetite, values, business
model and culture.
• Our strategic priorities are actively discussed at the senior leadership,
Executive Committee and Board level.
• The Board is updated on the strategic plan regularly, and there is a regular
programme of ‘Spotlight’ sessions which examine specific areas of the strategy.
Risk appetite
We have a balanced appetite for risk
when it comes to growth. We are willing
to accept some risk where we see
opportunity, but we carefully balance that
risk with the potential reward presented.
Trend
An ongoing unpredictable economic environment and continued uncertainty for
consumers has resulted in continued pressure on their spending. However our
strategy has continued to grow ourshare of the kitchens market.
7. Business model & culture
R
O
P
F
Risk and impact
If we lose sight of our values, model or
culture we will not successfully service
the needs of the local independent builder
and their customers, and our long-term
profitability may suffer.
Mitigating factors
• Our values, business model and culture are at the centre of our activities and
decision-making processes, and they are led by the actions of the Board, Executive
Committee and senior management.
• The Board and Executive Committee regularly visit our depots and factories,
our logistics and support locations, and hold events to reinforce the importance
of our values, model, and culture.
• Regular ‘Town Hall’ meetings are held to bring together teams and discuss our
successes and challenges ahead.
Risk appetite
We have a low appetite for risks that can
adversely impact our business model
and culture, and put great emphasis on
identifying issues andaddressing them early.
Trend
Growing international operations and bringing new people in, has required increased
focus on ensuring the Howdens culture is maintained across all areas of the business.
UK operations remained stable with established management teams’ consistent focus
on our core principles and business model.
8. Product
R
O
P
F
Risk and impact
If we do not support the builder with
products that they and their customers
want, we could lose their loyalty and
sales could diminish.
Mitigating factors
• Our product team regularly refreshes our offerings to meet builders’ and end-users’
expectations for design, price, quality, availability and sustainability.
• We work with our suppliers, external design and brand specialists, and attend
product design fairs to monitor likely future trends.
• Our local depot staff have close relationships with their customers and end-users,
and we actively gather feedback from them about changes in trends.
Risk appetite
We have a balanced appetite for
product risk and are willing to take some
calculated risks when selecting new
products to continue to meet the need of
our customers.
Trend
Over the year we have continued to work on understanding our customers’ and end-
consumers’ wants and needs, regularly reviewing our product offering to ensure we
continue to meet them.
9. Business continuity & resilience
R
O
P
F
Risk and impact
We have some key business operations
and locations in our infrastructure
that are critical to the continuity of our
business operations.
Mitigating factors
• We maintain and regularly review our understanding of what our critical operations
are.
• We ensure resilience by design, building high levels of protection into key operations
and spreading risk across multiple sites where possible.
• We ensure appropriate business continuity plans are in place for these and have a
Group-wide incident management team and procedures established.
• We regularly review our continuity plans covering our sourcing and logistics
approaches to support peak trading.
Risk appetite
We have a low appetite for business
continuity risk, ensuring that critical
functions are resilient and appropriate
business continuity plansare in place to
protect them.
Trend
Though we have not experienced any significant events, we continue to develop and
test our business continuity capabilities, whilst ensuring resilience by design as we
continue to grow.
Risk management continued
Reach more builders Operational excellence Product innovation Prudent financial management
Links to strategy
Strategic Report Strategic ReportPage Title Page Title
Worthwhile for
all concerned
Sustainability Matters
44 Why sustainability matters to us
45 Our sustainability strategy
46 Our Net Zero commitment and targets
47 How we plan to reduce our emissions
48 Our material sustainability issues
49 Supplier engagement – addressing Scope 3
emissions together
50 Renewable energy & sustainable operations
51 Decarbonising the distribution fleet
Why
sustainability
matters to us
44
Our material
sustainability
issues
48
Our TCFD
reporting
58
Our
sustainability
strategy
45
Our strategic
priorities –
progress in
2025
50
Our carbon
emissions
reporting
60
Net Zero
46
Our impact
on our
stakeholders
56
52 Sustainable product offer and product innovation
53 Health & safety, carbon neutral,
renewableenergy and waste
54 EDI & wellbeing
56 Our impact on stakeholders
58 TCFD – building climate resilience
59 Resilience to physical climate risk
60 Our SECR and Scope 3 reporting
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Howden Joinery Group Plc
Annual Report & Accounts 2025
42
Additional Information
Financial Statements
Governance
43
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Page Title
43
Strategic ReportStrategic ReportStrategic Report Sustainability matters
SDG targets 15.1, 15.2: conservation and sustainable use of forests.
SDG targets 13.1, 13.2: strengthen resilience to climate-related hazards; integrate climate change and
emission reduction measures into strategic planning.
SDG targets 12.2, 12.5, 12.6, 12.7: sustainable management and efficient use of natural resources; reduce
waste, increase recycling and reuse; publish sustainability information; sustainable procurement.
SDG targets 8.4, 8.5, 8.6, 8.7, 8.8: resource efficiency; sustainable growth; full, productive and worthwhile
employment; equal pay for work of equal value; youth training; eradicate modern slavery and child labour;
safe and secure working environments.
Why sustainability matters to us Our sustainability strategy
Sustainability generates long-term value
• Helps to preserve our culture, supports our business model,
increases business resilience, mitigates our risks and
addresses the material needs of our stakeholders.
Sustainability is part of our culture
• Our culture is to be ‘worthwhile for all concerned’. For our
staff, our customers, our suppliers, the environment and
the communities we work in.
Sustainability supports our
businessmodel
• Gives us a competitive advantage and builds business
resilience and helps us to maintain sector-leading margins.
• Lowest cost production in our own UK factories leads us
naturally to minimising waste, energy and raw materials.
• Being trusted partners to our suppliers and customers
means that our relationships need to be worthwhile for
all over the long term.
• Each of our depots relies on strong local relationships to
trade profitably, so we need to be a good neighbour in each
of those communities.
Sustainability mitigates our risks
We discuss our principal risks beginning on page 37.
Sustainable behaviour helps us to address some of
those risks.
• Investing in keeping our people safe, developing their skills
and offering them a great place to work is the right thing
to do, but it also mitigates our ‘Health & safety’ and ‘People’
risks.
• Developing and maintaining sustainable supplier
relationships mitigates our ‘Supply chain’ risk.
• Sustainability is a core principle of our new product design.
This gives us energy-efficient, safe and durable product,
and mitigates our ‘Product’ risk.
Our material sustainability areas
andour ESG strategy
We last refreshed our ESG materiality assessment in 2023
by commissioning an independent review with third-party
specialists, consulting both external and internal stakeholders.
We present our materiality assessment and show how
the material topics are aligned to the strategic pillars
and foundation principles of our ESG strategy at page 48.
Our ESG strategy is summarised on the next page.
Our sustainability vision
Our sustainability strategy
Our material SDGs
Climate resilience
Strategic
objectives
Net Zero
UK’s leading responsible
kitchen business
A sustainable product offering,
responsibly manufactured or sourced,
that meets the needs of the builder and
the end consumer.
A unique and
sustainable culture
Maintaining and building on our culture
of being worthwhile for all concerned.
Continuing to grow a sustainable
business that appeals to current and
future stakeholders.
Leader in risk and
resilience governance
An agile and resilient business,
proactively managing ESG risks,
with transparent high-quality
stakeholderreporting.
Strategic
pillars
Foundations
Governance
EDI: Strategic priorities & wellbeing
See pages 54
Effective reporting & disclosure
Effective waste management: Zero to landfill
See page 53
Behavioural health & safety: Maintain & next steps
See page 53
Emissions reductions: SBTi Net Zero targets
See page 47
Sustainable
product offer
& innovation
Supply chain
emissions
Supply chain
risk mapping
& resilience
Renewable energy
/sustainable
operations
Decarbonise
the fleet
UN SDG description and relevant targets under each SDG
See page 49 See page 50 See page 51 See page 52 See pages 59
ESG strategic highlights of 2025
Investment in solar power
£3.5m solar panel investment went live
in H1 2025. Generating 1.8GWh in 2025
(page 50).
Supplier engagement
Extensive supplier engagement – linked
toour SBTi targets and increasing the
accuracy ofour Scope 3 data (page49).
Climate resilience scenarios
Updated our climate scenarios for TCFD
reporting (page 59).
Progress against SBTi targets
Good progress. 2030 Scope 3 reduction
achieved by 2025 (page 61).
Our sustainability KPIs, our Net Zero
SBTi targets, ESG and remuneration
Our sustainability KPIs cover safety, use of wood from certified
sources and avoiding sending waste to landfill. You can find
them on pages 50 and 53.
Our SBTi Net Zero targets were submitted in the first half of
2023 and were approved in January 2024. We present these
targets on page 47 .
Our PSP share plan includes ESG-related vesting targets,
whichare aligned with our Net Zero goal. Please see page 51
and 117 fordetails of the targets.
The Board and Executive Committee
lead our commitment to sustainability
The importance of sustainable behaviour is recognised
right through the business. You can see the Board’s
Statements of Intent on Health & Safety and Sustainability at:
www. howdenjoinerygroupplc.com/sustainability/group-
health-safety-and-sustainability-policies. The Board’s
Sustainability Committee met regularly throughout the year
and their report begins on page 134.
Financial Statements
Additional Information Governance
45
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Annual Report & Accounts 2025
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Our ESG strategyWhy Sustainability matters to us
* In our Howden and Runcorn factories.
3()&
ZZZSHIFFRXN
6
1
2
3
4
5
7
8
12
19
21
18
13
14
15
16
17
11
20
9
10
Our Net Zero commitment and targets How we plan to reduce our emissions
42%
25%
reduction in
Scope 1+2 emissions
reduction in
Scope 3 emissions
SBTi targets: 2021–2030
(against a 2021 baseline)
1
Biomass heating boilers (in use since 1995)
2
FSC
®
and PEFC chain of custody introduced
3
Carbon Trust standard (first carbon
reduction plan)
4
Further investment in biomass for
factory heating
5
Development and introduction of 100% recycled
and 100% recyclable cabinet legs
6
Zero to landfill achieved in manufacturing
7
Introduction of renewable electricity inour
supply operations
8
Carbon neutral status achieved*
9
Introduction of renewable electricity indepots
10
Committed to Science Based Targets initiative (SBTi) with
Net Zero plan
11
Introduction of HVO alternative fuel
12
Introduction of EV trucks in our XDC network
13
Long-term exploration of alternative fuels, materials
& technologies
14
Approval of our SBTi targets
15
Solar panels start to generate energy at our Howden factory
16
On track to meet our SBTi 2030 commitments
17
Working with suppliers to decarbonise
18
Increased use of HVO and solar
19
Interim 2030 emission reduction
targets
20
Monitoring and using new technologies,
where appropriate for our business
21
Net Zero – 90% reduction in emissions
against a 2021 baseline
% CO
2
emission reduction
2004 2012 2018 2021 2023 2030 2050
2013
2008 2024 20252022
2030–2050
Our history of positive action
Our SBTi targets to 2030
Our definition of the term 'Net Zero' is the same as
the definition used by the Science-Based Targets
initiative and means reducing GHG emissions by
at least 90% and neutralising any residual GHG
emissions on an ongoing basis.
What does Net Zero mean?
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Our emissions and how we plan to reduce themOur Net Zero commitment and targets
Supplier engagement – addressing Scope 3
emissions together
Why supplier engagement is important
95% of our baseline total emissions are Scope 3, i.e. they are
in our value chain. Threequarters of these relate to goods
purchased from our suppliers and the use of products that
we source from our suppliers.
We can only achieve our Net Zero SBTi targets by collaborating
with our key suppliers.
1. Continued increase in supplier commitment to providing more accurate
emissions data.
Our history of supplier engagement
See our website:
www.howdenjoinerygroupplc.com/
sustainability/supplier-engagement
3. Supply chain risk mapping and
resilience to climate change.
We have included key supplier operations in our physical
climate risk assessment exercise – see page 59.
2. ESG objectives are included in
standard supplier terms of business.
Defined targets in line with our SBTi objectives, and
commitment to provide carbon reporting data.
Supplier engagement headlines in 2025
Scope 3 – Use of
sold products
34%
Scope 3 – Other
74% supplier-related
22%
Scope 3 – Purchased
goods and services
40%
Scope 1 & 2
5%
Total 2021
baseline emissions:
1.2m tCO
2
e
(estimated)
Percentage of suppliers with approved SBTi plans
8%
6%
0%
2%
4%
10%
12%
14%
16%
2024
9%
2025
15%
Number of our main suppliers who have submitted
finalised emissions data for 2021–2024
40%
50%
30%
0%
10%
20%
60%
2023
7%
2024
10%
2025
49%
Financial Statements
Additional Information Governance
49
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Annual Report & Accounts 2025
48
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Annual Report & Accounts 2025
Strategic Report
* The Director of ESG is a management role and is not a Director of the Board of Howden Joinery Group Plc.
TCFD – building climate resilience
Our material sustainability issues
Our ESG materiality assessment
In 2023 we refreshed our existing ESG materiality assessment by commissioning an independent specialist review and carrying
out interviews with both internal and external stakeholders. The results are below.
Results of the materiality assessment and stakeholder engagement:
Stakeholder views are gathered from interviews with depot managers,
employees, suppliers and investors. Howdens views are gathered from
interviews with the senior leadership team.
When examining the answers from both sets of interviews, we found that
the scoring for some topics was being given on a net basis, because the
interviewees were aware that the Group had effective plans of action in
place for these topics and were taking account of this in their answers.
Aligns to our ESG strategic pillars
Environment
Aligns to our ESG foundation values
Social
Aligns to wider business strategy and governance
Governance
Correlation of material topics with
ourESGstrategy
As well as showing the relative importance of each of the
topics that arose in our stakeholder interviews, the diagram
above shows how they link to our ESG strategic pillars and
foundation values, set out at page 45, or in some cases, how
they link with our wider business strategy and our governance.
Double materiality
We have completed the initial stages of a double materiality
assessment ('DMA'), which will give us further strategic insight
and will prepare us for reporting under the European Corporate
Sustainability Reporting Directive ('CSRD') in the future.
The DMA raised six additional topics, which were already
addressed by some areas of our existing ESG strategy, and
which we will give additional consideration to in the future. These
topics were: pollution; biodiversity; circularity; own workforce;
workers in the value chain, and affected communities.
Stakeholder view
Howdens view
Packaging Material and Waste
Circularity
Distribution Impact
Sustainable Product and Brand
Business Resilience and Compliance
Climate Risk
Manufacturing Impact
Health & Safety
Transparency and Disclosure
Equality, Diversity and Inclusion
Employee Development
Board Accountability
Employee Engagement
Communities and Charity
Employee Wellbeing
Supply Chain and Materials Sourcing
Carbon Footprint and GHG Emissions
Higher importance for stakeholders
Higher importance for HowdensModerate importance
Forestry and Timber Supply Chain
Waste Management
Customer Relations
E
E
E
G
G
G
E
E
E
E
E
E
S
S
S
S
S
S
S
E
E
S
G
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Strategic Report
0.70
0.65
0.50
0.55
0.60
0.75
2021
baseline
2022
actual
2023
actual
2024
actual
2025
actual
2025 –
minimum
2025 –
maximum
Actuals CO
2
kg/km
2025 vesting target CO
2
kg/km
Vesting target
Strategic pillar – decarbonising the
distribution fleet
Strategic importance and
currentposition
We operate our own transport fleet, and it accounts for around
a third of our Scope 1 baseline CO
2
emissions, so it’s a clear
ESG strategic priority area for us, as well as being a key part
of our SBTi 2030 emission reduction target.
The scope for step changes in a fleet that’s already operating
at a high level of efficiency is small, but our fleet drove over 19
million miles in 2025, so every incremental gain is worthwhile.
Fleet decarbonisation headlines in 2025
Increasing the use of HVO in our fleet
Hydrotreated vegetable oil ('HVO') is a sustainably sourced,
plant-based biofuel which can replace diesel without requiring
engine modifications. It reduces CO
2
by up to 90% compared to
diesel, and has lower nitrogen oxide and particulate emissions.
We have increased our HVO usage in each of the last three
years and plan to increase it by a further 40% in 2026.
LNG lorries in our fleet
Bio-LNG is produced by anaerobic digestion of organic waste,
manure and sewage and produces up to 85% less CO
2
than
diesel. We have 15 LNG vehicles in the fleet at the end of 2025.
Electric vehicles in our XDC network
With current technology, there isn’t a viable electric vehicle
with the range to replace our long-haul fleet. Our XDC network,
described at page 26, involves shorter range deliveries and
is operated on our behalf by third-party logistics partners.
We have engaged with one of our partners and between us
we are now operating four electric vehicles at the end of 2025.
Renewable energy headlines in 2025
Solar energy investment at Howden
In 2024 we approved a £3.5m investment in solar panels at
our manufacturing site in Howden. This put 7,000 PV panels
on our main warehouse roof, covering an area of 350,000ft
2
.
The installation began to generate power in 2025 and has
generated 1.83GWh of electricity in its first year. This was
12% of the total site electricity consumption and avoided 378
tCO
2
e of Scope 2 emissions. The investment is expected to
pay back within 5 years. We intend to install more solar panels
across our estate in the future.
All chipboard
& MDF used in our
manufacturing
processes is from
FSC® or PEFC
certified
sources
KPI – FSC®/PEFC
We used 249,000 cubic metres of chipboard and 59,000
cubic metres of MDF in our factories in 2025 – enough to
fill 123 Olympic swimming pools – so it’s natural that we
havea long-standing KPI requiring all wood to befrom
certifiedsources.
FSC
®
or PEFC certification means that the wood comes
from responsibly managed sources and that we have
independent documented evidence of an unbroken
chain of ownership all the way from the forest to us –
viathe mill, the importer and oursuppliers.
Metrics and targets: link to LTIPs
Our distribution fleet has a 2030 emissions reduction
plan, aligned with our SBTi Net Zero commitments.
The first step of this is the emissions reduction
targets,which are built into our PSP share awards
(page 117) and are aligned with the first 5-year
targets in our SBTs, giving minimum payout at a total
cumulative reduction from our 2021 baseline of12%,
and a maximum payout at 15%.
2025 performance achieved maximum vesting.
Policies
Read our Modern Slavery Statement:
www.howdenjoinerygroupplc.com/
governance/modern-slavery-statement
Read our Human Rights Policy:
https://investorcom.sitefinity.cloud/docs/
librariesprovider25/archives/governance/
human-rights-policy.pdf
More information
More information on renewable energy and
sustainable operations on our website:
www.howdenjoinerygroupplc.com/
sustainability/renewable-energy-and-
sustainable-operations
More information
More information on reducing fleet emissions
on our website: www.howdenjoinerygroupplc.
com/sustainability/decarbonising-the-
distribution-fleet
Further
investment
in solar
planned for
the future
roof panels. Will
provide up to 8% of total
site energy
needs
7,000
Generating
1.83GWh
in 2025
Strategic pillar – renewable energy &
sustainable operations
Future plans for fleet
We are introducing longer trailers in 2026, with 14% more
capacity. This will reduce the number of trailer movements
by around 500 per year, and will reduce both our fuel
consumption and our CO
2
emissions.
Financial Statements
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Strategic Report – Sustainability Matters
Decarbonising the distribution fleetRenewable energy & sustainable operations
0
50
100
150
200
250
20252024202320222021
Reportable injuries/100k employees –
Reportable injury rates remain low
HSE all-industry rate Howdens
Strategic pillar – sustainable product offer
andproduct innovation
Our new kitchen family, Frome, leads the way in using materials with reduced environmental impact.
It uses PET-based decorative foil instead of PVC, reducing the harmful impacts of the production and use of PVC. The PET we use can
have up to 30% post-consumer waste, depending upon availability and production demands.
Frome is also the first family in the Howdens portfolio to contain MDF produced using up to 30% recycled timber content, reducing the
demand on virgin fibre.
Our Allendale kitchen family has taken a significant step forward in 2025 with the introduction of the Allendale Reed Green colour, using
polypropylene decorative foil instead of PVC. This shift away from the use of PVC has paved the way for future Allendale introductions.
Polypropylene is one of the most sustainable plastics available, and its durability means we can use less of it, further reducing its
environmental impact. We hope to eventually use polypropylene for the whole Allendale range.
We’re investing in an environmental Life Cycle Analysis calculation tool so that we can make more informed decisions to reduce
environmental impacts of potential new products earlier in the design process.
We continue to explore new technologies that can reduce the need for virgin or less environmentally friendly materials, exploring ideas
both within and outside of the furniture industry. Examples include looking at agricultural and fabric waste to reduce demand for
plastic in injection moulding, wood fibre in paper production, and MDF.
We have continued to build our external innovation network including partnerships with universities.
Lamona washing machines are now 'A' rated, giving a 25% reduction in energy consumption over a 10 year life. Lamona dishwashers
are now 'C' rated, giving a 9% reduction in energy consumption over the same period.
Launched energy-saving tool Youreko on our product website which allows customers to compare energy use and potential cost
savings for different products over their lifetimes.
Failure rates have improved by 4.3% year on year to 2.45%, reducing the number of repairs and replacements, and their associated
emissions.
Our supplier engagement programme and SBTi emissions reduction targets have actively encouraged suppliers to take action.
Our main UK door supplier, Jeldwen, achieved Cradle2Cradle bronze certification in February 2025. The Bronze level of certification
recognises their intent to improve the way their product is made, establishing a commitment to ongoing assessment and optimisation.
We continue to assess the removal of plastic wrap and by the end of 2025 all plastic door corner protectors were removed from supply.
We are incorporating more recycled content into our vinyl, laminate and engineered floors. In 2026 we will explore further collaboration
with our partners on end-of-life recycling for flooring.
When the cabinet has come to the end of its life in the home it can be recycled and broken down to produce
morechipboard, which can be used tomake more cabinets in the future.
We don’t only want to do things to an incredibly high standard – wewant them to be sustainable too. Sustainability isbuilt
into our product design process and is one of the five pillars that webase new product design and sourcing decisions on,
sitting on an equal footing alongside quality, design, cost and availability.
Some recent examples of building sustainable considerations into new product are shown below.
We want to create sustainable products that we’re proud of.
We make over 4.5 million cabinets a year in our own UK factories,
so our choices here can make a real difference. We buy our chipboard
from sustainably managed UK forests. For every acre of trees used,
an acre or more is planted.
1 Cabinets kitchens and bedrooms
2 Innovation
3 Appliances
4 Joinery & flooring
Zero to landfill
across all UK
operations
ESG foundation values – health & safety, carbon
neutral, renewableenergy and waste
• Our safety KPI has remained low at 110 RIDDOR-reportable
injuries per 100,000 employees in 2025. This is 47% below
the2024/2025 HSE All-Industry rate of 209. We continue
to be vigilant on all aspects of health & safety.
• Our accident severity rate has also remained low at
18.7 hours lost to accidents per 100,000 hours worked.
• We continue to hold ISO 45001 Health & Safety management
certification across our UK and Republic of Ireland depots,
and our manufacturing and distribution network.
Developments in 2025
• Rolling out our new 'SAFER Together' and 'Blueprint for
Safety Excellence' programmes.
• Renewal of 3-year ISO 45001 certification across the UK
depot network.
CDP
This is our third cycle of reporting CDP data for Climate,
and we were pleased to be awarded Grade B. This score
recognises evidence of action and processes to manage
decarbonisation issues, showing that the company is
moving from understanding to implementation.
We are delighted to have scored a Grade A in the subsections
for emissions reductions initiatives, low carbon products,
Governance, Scope 3 emissions and targets.
Our baseline: zero to landfill across all
UKoperations
We are pleased to have maintained our standard of zero to
landfill across all UK operations in 2025 and we continue to
see this as our baseline for the future.
Future challenges for our waste management
We are now working on more challenging targets for the
future, which concentrate on opportunities for reuse and
recycling of waste streams that have previously gone to
energy recovery. We are assessing options and circular
principles to both eliminate waste and also find routes for
reuse and repurposing.
Keeping our people safe and healthy
Reducing waste
Carbon Trust Route to
Net ZeroStandard
We were very pleased to achieve this standard at the
'Taking Action' tier in 2024, with an accreditation which
lasts for 2 years. This tier is the first of three tiers, and it
required us to show historical reduction in operational
emissions, greenhouse gas emissions reduction targets,
and foundational CO
2
e management practices. This is an
important step in our Net Zero journey and demonstrates
our commitment to climate leadership and best practices.
More information
More information on our approach to
Health & Safety on our website:
www.howdenjoinerygroupplc.com/
sustainability/health-safety
More information
More information on our approach
to reducing waste on our website:
www.howdenjoinerygroupplc.com/
sustainability/waste-management
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Strategic Report Strategic ReportPage Title Page Title
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Sustainable product offer and product innovation
ESG foundation value –
EDI & Wellbeing Vision
2025 Headlines
Employee inclusion survey
Our Employee inclusion survey showed positive
improvements since last year across the 3 main
questions:
Worthwhile careers, opportunities to develop and thrive
“I want Howdens to be a ‘home from home’ place to work, where you are valued for who
you are and where you can give the best of yourself, make a great contribution to the
business and build lifelong friendships”.
Andrew Livingston – CEO
Developing our managers
We continue to build on the strong foundations of learning
with a particular focus on helping managers get the best out
of their teams. 80% of leaders who have attended our Leading
the Way programme say it has made a difference to their
team’s performance.
In March 2025 we launched a new manager induction to help
managers new to Howdens understand our culture, lead their
teams and run their depot or operation successfully. So far
over 100 managers have completed the programme.
Helping our kitchen sales designers
perform
Our 'Better Buy Design' programme gives our designers
the skills and confidence to design and sell great kitchens.
The four-day accredited course tests designers in real
customer scenarios. Over 300 designers have completed
the programme. The results speak for themselves. Trained
designers reach full performance in half the time and deliver
a sales margin that is higher than a control group that have
not completed the training. Designers new to the business also
have a revamped induction, ensuring they are 'Ready to Trade'
as soon as possible.
Aspiring managers and talent pipelines
In 2025 our first cohort of aspiring managers completed our
'GROW' programme with 50% of them securing a new role
in the business. We plan to expand this programme to more
areas of the business in 2026.
In November we launched our 'Future Ready' programme to
help spot and develop the next generation of Depot leaders.
By understanding people’s strengths and potential, managers
can improve succession for future needs.
Rewarding success
We believe great managers realise potential in their teams
and create opportunities for success. Over 85% of eligible
employees received a bonus, and our depot teams earned a
record amount in incentives during Trade Fest on the back of
fantastic peak trading. We continue to recognise successful
depot team members at our annual Gleneagles event and our
Golden Rooster Awards ceremony.
Our inclusion strategy: Worthwhile
for ALL, Support for ALL, Accessible
for ALL.
See our website: www.howdenjoinerygroupplc.
com/sustainability/people-edi-and-wellbeing
74%
said Howdens is a great place to work
(up 6%).
78%
expressed pride in working for Howdens
(up 5%).
74%
felt everyone has the opportunity and
encouragement to succeed (up 4%).
Health & wellbeing highlights
Supporting wellbeing
Our proactive internal annual health campaign 'Know your
numbers' continues to gather interest, growing from 542
participants in 2023 to 1,351 in 2025, and with a reduction in
the number of employees with worrying health indicators.
We’re seeing an increased openness amongst our employees
to share stories and experiences on health and wellbeing
topics. We marked World Menopause Day with a session
titled 'Male Support Matters' where male employees shared
their experiences of supporting family or colleagues during
menopause. And new for 2025 was a webinar on Gambling
Awareness, again strengthened by a powerful employee story.
We enhanced our wellbeing benefits with the launch of the
Virtual GP service in September 2025. This service is open to
all employees and their immediate family members and so
far almost 700 people have accessed it. We expect to see an
improvement in employee wellbeing.
Apprentice levy transfer – training
tomorrow’s customers
There is a recognised shortage of tradespeople in the
construction industry. Since starting a small trial in 2021 we
have committed to transferring up to 20% of our apprentice
levy to small construction-related businesses so that they
can bring on the new generation of skilled tradespeople.
Since 2021, we have committed £1.8m supporting 157
apprenticeship opportunities in trades such as joinery,
plumbing, electrical, and painting and decorating.
EDI priority areas
We’ve brought our EDI working groups together into the
Worthwhile for ALL Forum, focusing on ethnicity, disability and
gender. This helps us keep our actions meaningful and relevant.
More information
More information on our EDI priorities:
www.howdenjoinerygroupplc.com/
sustainability/people-edi-and-wellbeing
Our wellbeing strategy
Our wellbeing strategy encompasses three key elements:
financial, mentaland physical.
More information
More information on our wellbeing strategy:
www.howdenjoinerygroupplc.com/
sustainability/people-edi-and-wellbeing
Financial Statements
Additional Information Governance
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Strategic Report
EDI headlines in 2025
We launched a Women in Technology mentoring scheme
to nurture female talent. Five mentoring partnerships are
now well established in response to listening sessions and
in support of our Gender Pay Gap action plan.
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
EDI & wellbeing
100%
All of our chipboard is from sustainably
managed UK forests
Zero to
landfill
across our UK operations
1.8GWh
solar electricity generated in 2025 by our
new £3.5m investment at our Howden
factory. Short payback period. Further
investment planned.
94%
of company cars are PHEV/EV as we
move away from fossil fuels
Environment
14th
place in Sunday Times Top 100
Apprentice Employers 2025
13%
of our current employees started their
Howdens career as an apprentice
3rd
cohort of our Chartered Management
Apprentice programme launched
£2m
of Apprenticeship Levy invested in
developing worthwhile careers in 2025
Apprentices
£480m
of tax generated or collected.
Corporation tax, NI PAYE, VAT etc.
£342m
of working capital extended to our
customersin our peak trading period
Over
550k
small business customers supported by our
trade account facility in our peak trading
period. No fees, up to 8 weeks to pay
The wider economy
Over 12,000
full-time jobs with prospects. In manufacturing, in over 950
local depots, and in distribution, systems and support
Over 970
local communities where we employ people
£675m
salaries and benefits paid to our employees in 2025
11,000
members of our largest pension schemes
100%
of UK employees in share ownership schemes
People
Shareholders
£117m
dividends paid in 2025
£1bn
returned to shareholders
in 5 years 2021–2025
£100m
share buyback in 2025
£81k
raised in partnership with Movember for
men’s health charities
£315k
donated to support Craft & Making workshops
in partnership with the National Saturday Club
Community & charity
Financial Statements
Additional Information Governance
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Strategic Report
Our impact on our stakeholders
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Our impact on stakeholders
Resilience to physical climate risk
Using climate risk modelling to assess risk
We’ve done a significant amount of work to help us understand the parts of our business most at risk from physical climate
change and to assess the potential financial impact.
We’ve used a physical risk assessment tool built on the Intergovernmental Panel on Climate Change’s Recognised Climate
Pathways (RCPs). We’ve used the tool to analyse the risk of rain, river floods, storms, sea level rises, heat, fire and drought.
The tool shows us our current exposure, and also provides insight on short (to 2030), medium (to 2050) and long (to 2100) term
time horizons. It covers three separate outcomes (RCPs 2.6, 4.5 and 8.5) modelling good, intermediate and poor climate change
scenarios. The tool is updated regularly to reflect the latest climate projections.
Our analysis confirms that there are no significant physical risks
The latest assessment confirmed we have no significant physical climate risk in the short
or medium term to our depot network, manufacturing and distribution sites or any major
infrastructure components that are critical to our supply chain.
Some drought risks exist for European suppliers in the long term (by 2100) but only in the worst
case climate scenario.
We’ve assessed the risks across critical sites
• 947 depots
• Our 4 manufacturing plants
• 44 of our main suppliers’ factories
• 20 major distribution sites across the UK and Europe
• 11 critical infrastructure locations. Our major IT hubs and office locations
• 13 international port locations
Financial Statements
Additional Information Governance
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Strategic Report
Task Force on Climate-Related Financial Disclosures –
climate-related opportunities and risks
Our TCFD reporting
Our TCFD report begins on page 206. We set out a summary of the main strategic points from the report below.
Progress in 2025
We have made good progress in 2025. Mainly in working with suppliers to collect more, and more accurate, Scope 3 data
(page 61), and also in refreshing our climate risk scenario modelling (page 210).
No identified material climate-related risks in the medium term
The results of our scenario modelling agree with the results of our existing business risk management process (described
starting on page 36), in that they did not identify any material climate-related risks in the medium term (to 2030). This also
agrees with the results of the work done on assessing physical climate risks (page 59).
No identified material financial impact of meeting our SBTi targets
in the short term
We have examined the estimated incremental costs of meeting our SBTi targets over the short term (to 2027), and neither the
incremental capex requirement nor the net annual effect on operating profit is material. We have not noted any indication of
material financial impact in the medium term (to 2030), but our financial forecasting works on a 3-year cycle so we are not
making any claims beyond the end of that cycle.
Summary of climate-related opportunities and risks
These are presented in more detail starting on page 211. We have mitigating actions in place for the risks, and none of the risks
are regarded as a principal risk.
Opportunities
Access to capital
A climate-resilient strategy could increase demand for our shares and/or provide access to lower-cost
financing
Brand
Establishing a brand which is regarded as a leader in managing climate-related risks could lead to increased
brand awareness, sales and market share, as well as increased attractiveness to employees
Cost reduction
Reductions in energy and raw material usage, as well as initiatives such as generating our own energy,
willreduce costs.
Product design Becoming a leader in sustainable product design could increase competitive advantage and market share
Risks
Sourcing Carbon pricing, pressure on supply chains, raw material unavailability or price increases
Operations Physical climate-related risks
Decarbonisation of
our transport fleet
Adjustments to working practices and requirement for additional investment
Customer
expectations
Failing to meet customer expectations could lead to reduced demand.
Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Our SECR and Scope 3 reporting
Total absolute carbon emissions reduced 3.3% against 2024
Emissions reporting methodology
Footprint calculations performed in accordance with the WRI GHG Protocol and market-based emissions are reported in
accordance with the GHG Protocol Scope 2 Guidance – An amendment to the GHG Protocol. This report is produced in accordance
with HMG Environmental Reporting Guidelines, including Streamlined Energy and Carbon Reporting (SECR). Allfootprint
calculations are subject to internal quality checks at source data and final report stages. The intensity measure waschosen
because it best shows changes in emissions relative to turnover, giving a clearer indication of carbon performance over time.
We have used the Operational Control boundary, which includes all UK and international operations. There are no process emissions
within Howdens, as defined in the GHG Protocol, and fugitive emissions from air conditioning systems are omitted as they are immaterial.
Total emissions (tonnes CO
2
equivalent)
2025 2024
Scope 1 – Direct: Gas 12,913 11,489
Scope 1 – Direct: Owned Transport (LGV / Van / Car) 22,555 24,356
Scope 1 – Direct: Other fuels 1,222 1,225
Scope 1 – Direct: Biomass 408
Scope 1 – Direct: Total 36,690 37,478
Scope 2 – Indirect: Purchase of electricity, heat, steam or cooling: location-based 13,927 14,857
TOTAL Scope 1 and 2 Absolute Emissions: location-based 50,617 52,335
Scope 2 – Indirect: Electricity: market-based 1,343 1,205
TOTAL Scope 1 and 2: market-based 38,033 38,683
Biogenic emissions* 461
Turnover (£m) 2,418.0 2,322.1
Carbon Intensity ratio (tCO
2
e per £m) Gross: location-based 20.9 22.5
Inflation adjusted intensity ratio (tCO
2
e per £m) Gross: location-based 28.0 29.1
Additional Carbon Intensity ratio (tCO
2
e per £m): market-based 15.7 16.7
Additional Inflation adjusted intensity ratio (tCO
2
e per £m): market-based 21.0 21.5
Energy consumption used to calculate above emissions (kWh) 295,556,579 287,276,782
Proportion of Scope 1 CO
2
e emissions generated in the UK 98.6% 98.5%
Proportion of Scope 2 CO
2
e emissions generated in the UK 98.5% 98.8%
Proportion of total energy consumed (kWh) in the UK 98.3% 98.2%
* As of 2025, in line with the GHG Protocol, CO
2
emissions of biogenic origin, including emissions from biomass combustion, are reported as a standalone disclosure
and are excluded from Scope 1 and Scope 2 emissions totals.
SECR – Emissions reporting
Category
2025
2024 –
restated*
tCO
2
etCO
2
e %
1 Purchased goods and services** 403,817 50.1% 381,127
2 Capital goods 49,483 6.1% 43,767
3 Fuel and energy related activities 13,909 1.7% 13,228
4 Upstream transportation and distribution 14,029 1.7% 19,635
5 Waste 352 0.0% 1,020
6 Business travel 3,636 0.5% 2,703
7 Employee commuting 27,810 3.5% 23,779
8 Upstream leased assets – – –
9 Downstream transportation 34,503 4.3% 31,417
10 Processing of sold products – – –
11 Use of sold products 241,445 30.0% 243,373
12 End-of-life treatment 16,933 2.1% 22,010
13 Downstream leased assets – – –
14 Franchises – – –
15 Investments – – –
Total 805,917 100.0% 782,059
Our UK Scope 3 emissions
Key to Scope 3 data
Source of data
Derived from data that is within our direct control or that we can more easily verify
Not applicable
Derived from data that is not within our direct control or that is more difficult to verify
As shown below and on page 49, 95% of our emissions are Scope 3, typically emissions where we have less direct control.
As our ESG reporting journey matures we have assessed our prior year emissions with a focus on continuing to improve our
data quality. In 2025 there have been significant improvements in our reporting procedures, including new resource and
supporting technology improvements. Scope 3 has been calculated in accordance with the GHG Protocol and SBTi guidance,
using primary data and actualised to give the most accurate and up-to-date picture.
Our SECR and Scope 3 reporting continued
1
2
3
4
7
6
9
11
12
Relative importance
of Scope 3 categories
* 2024 restatement: During 2025 we identified that some of the
published prior year Scope 3 emissions required restatement.
Overall, Scope 3 emissions in 2024 were understated by 19,992
tCO
2
e in total (leading to an increase of +2.6% in Scope 3 emissions
compared with the originally reported figure). Category 2 was
understated by 33,475 tCO
2
e in 2024 due to incomplete input
information related to some assets under construction, combined
with a change in methodology from using estimated data to
using actual capital spend data for a larger proportion of the
total population. Category 4 was overstated by 19,165 tCO
2
e due
to a duplication of some of the external freight data. Category 11
was understated by 13,766 tCO
2
e as a result of incorrect energy
consumption calculations used in deriving tCO
2
e for some
products. Category 12 was overstated by 8,084 tCO
2
e due to
inaccuracies in the timber quantity calculation and an update in
the percentage allocation for timber disposal methods to align
with the rates published by the Wood Recycling Association.
** Excludes indirect spend.
40.0
30.0
0.0
10.0
20.0
50.0
60.0
2024 20252021 2022 2023
Carbon Intensity ratio (tCO
2
e per £m): location-based
Total Carbon emissions (‘000s tCO
2
e): market-based
Total Absolute Carbon emissions (‘000s tCO
2
e): location-based
Additional Carbon Intensity ratio (tCO
2
e per £m): market-based
Energy efficiency initiatives
See pages 50 and 51 for examples of developments in
2024 in our manufacturing and transport operations, our
most significant sources of Scope 1 and 2 emissions.
Use of renewable energy sources
We discuss this on pages 50 and 51.
Our record over the past five years is shown on the chart below:
The first step towards our 2050 Net Zero ambition is our SBTi-approved target of a 42% reduction in Scope 1 and 2 emissions
and a 25% reduction in Scope 3 emissions by 2030 (against a 2021 baseline). The graphs below show that we are making good
progress towards our SBTi targets.
As noted above, we have restated some of our Scope 3 figures for 2024 and in line with SBTi target procedures, we will restate the
baseline figures in 2027 to ensure that they are fully comparable.
Good progress against our 2030 SBTi targets
Scope 1 & 2 Emissions Scope 3 & Total Emissions
55,000 1.2
45,000
1.1
35,000
0.9
25,000
0.7
50,000
40,000
1.0
30,000
0.8
20,000 0.6
2021 20212030 20302029 20292028 20282027 20272026 20262025 20252024 20242023 20232022 2022
Total Emissions (tCO
2
e)
Total Emissions (mtCO
2
e)
HJ Scope 1 & 2 Emissions Scope 3
Total Emissions
Near-term target (2030) Scope 3 target (2030)
Total target (2030)
2025: 29% reduction
vs. base year
2025: 27% reduction
vs. base year
Target: 42% reduction
vs. base year
Target: 25% reduction
vs. base year
SECR reporting
Financial Statements
Additional Information Governance
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Strategic Report Strategic ReportPage Title Page Title
Strategic Report – Sustainability Matters
Going concern and Viability statements
The Directors have adopted the going concern basis in
preparing the financial statements and have concluded that
there are no material uncertainties leading to significant doubt
about the Group’s going concern status, and that there were no
significant judgements involved in coming to this conclusion.
The reasons for this are explained below.
Going concern review period
The going concern review period covers the period of at
least 12 months after the date of approval of these financial
statements. The Directors consider that this period continues
to be suitable for the Group as it is the period for which the
Group prepares the most frequently revised forecasts,
and which is most regularly scrutinised by the Executive
Committee and Board.
Assessment of principal risks
The Directors have reached their conclusion on going concern
after assessing the Group’s principal risks, as set out in detail
in the ‘Principal risks and uncertainties’ section, starting on
page 37.
Whilst all the principal risks could have an impact on the
Group’s performance, the specific risks which could most
directly affect going concern are the risks relating to
continuity of supply, changes in market conditions, and
product relevance. The Group is currently holding additional
amounts of faster-moving inventory as a specific mitigation
against supply chain disruption, and the Directors consider
that the effects of the other risks could result in lower sales
and/or lower margins, both of which are built into the financial
scenario modelling described below.
Review of trading results, future trading
forecasts and financial scenario
modelling
The Directors have reviewed trading results and financial
performance in 2025, as well as early weeks’ trading in 2026.
They have reviewed the Group balance sheet at 27 December
2025, noting that the Group is debt-free, has cash and cash
equivalents of £345m, and appropriate levels of working
capital. They have also considered three financial modelling
scenarios prepared by management:
1. A ‘base case’ scenario. This is based on the final 2025
Group forecast, prepared in December 2025 and including
the actual results of the 2025 peak sales period.
This scenario assumes future revenue and profit in line
with management and market expectations as well as
investments in capital expenditure and cash outflows for
dividends and share buybacks in accordance with our
capital allocation model (see pages 33 and 34).
Going concern
2. A ‘severe but plausible’ downside scenario based
on theworst 12-month year-on-year actual fall ever
experienced in the Group’s history. For additional context,
this is more significant than the combined effect of COVID
and Brexit on 2020 actual performance.
This scenario models a reduction in most of the
variable cost base proportionate to the reduction in
turnover. It includes capital expenditure at a lower level
than in the base case, but which is still in line with our
announced strategic priorities for growth, namely: new
depot openings and refurbishments; investment in our
manufacturing sites, investment in digital and expanding
our international operations. It also includes dividends
and share buybacks in line with the Group’s stated capital
allocation model.
In this scenario the Board considered the current
economic conditions that the Company and its customers
are facing, and noted that the downside scenario included
allowances for reduced demand and increased costs to
reflect such adverse conditions.
3. A ‘reverse stress-test’ scenario. This scenario starts
with the severe but plausible downside model and reduces
sales even further, to find the maximum reduction in sales
that could occur with the Group still having headroom over
the whole going concern period, without the need to take
further mitigating actions.
Capital expenditure in this scenario has been reduced to
a ‘maintenance’ level. Variable costs have been reduced
in proportion to the reduction in turnover on the same
basis as described in the severe but plausible downside
scenario. It assumes no dividends or share buybacks.
Borrowing facility and covenants
The Group has a five-year, committed, multi-currency
revolving credit facility of up to £150m which expires in
September 2029 and which was not drawn at the period end.
A summary of the facility is set out in note 19 to the December
2025 Group financial statements.
As part of the scenario modelling described above, we have
tested the borrowing facility covenants and the facility
remains available under all of the scenarios. We have
therefore included the credit available under the facility
in our assessment of headroom.
Strategic Report
Results of scenario testing
In the base case and the severe but plausible downside
scenarios, the Group has significant headroom throughout
thegoing concern period after meeting its commitments.
In the reverse stress-test scenario, the results show that sales
would have to fall by a significant amount over and above the
fall modelled in the severe but plausible downside scenario
before the Group would have to take further mitigating actions.
The likelihood of this level of fall in sales is considered to
beremote.
Conclusion on going concern
Taking all the factors above into account, the Directors believe
that the Group is well placed to manage its financing and
other business risks satisfactorily and have a reasonable
expectation that the Group will continue to operate and to
meet its liabilities in full and as they fall due for the going
concern review period set out above. Accordingly, they
continue to adopt the going concern basis in preparing
thesefinancial statements.
Assessment of long-term prospects
The Directors have assessed the Group’s long-term
prospects,solvency and liquidity, with particular reference
tothe factors below:
Current position
• History of profitable trading, with strong net profit margins.
• Cash and cash equivalents balance at 27 December 2025
of £345m.
• Debt-free. Consistently cash-generative. Proven ability
tomaintain strong cash balances whilst also investing
forgrowth and returning cash to shareholders.
• £150m committed borrowing facility, due to expire in
September 2029. Unused, but available if needed.
• Strong relationships with suppliers and customers.
• Proven ability to flex the operating cost base in a severe
economic downturn.
• Robust disaster recovery and business continuity
framework.
Strategy and business model
• Proven, successful business model.
• Demonstrated agility and resilience of the business
model to adverse economic conditions.
• Clear strategic direction.
Robust assessment of principal risks
• The Directors’ role in the risk identification, management,
and assessment process is outlined on page 36, followed
by details of the principal risks and mitigations.
• The Directors are satisfied that they have carried out a
robust assessment of the Group’s principal risks over the
viability period on the basis already described in the going
concern disclosure directly above.
Going concern and Viability statements continued
Long-term prospects and viability
Financial Statements
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Strategic Report Page TitleStrategic Report Page Title
Strategic Report – Sustainability Matters
Assessment of viability
Time period and scenario modelling
The Directors’ review of the Group’s long-term viability used
a three-year period to December 2028. This was considered
to be the most suitable period as it aligns with the Group’s
strategic planning process.
The financial modelling to support the assessment of viability
was based on the three scenarios used for the going concern
assessment and detailed above. We have tested the borrowing
facility covenants and the facility remains available under
all of the viability scenarios. We have therefore included
the credit available under the facility in our assessment
ofheadroom.
1. The base case scenario takes the base case described
in the discussion of going concern above and extends it
over the viability assessment period. It assumes future
revenue and profit in line with management expectations,
investments in capital expenditure and cash outflows for
dividends and share buybacks in accordance with our
capital allocation model (see pages 33 and 34).
2. The severe but plausible downturn scenario takes the
same decline over the going concern period as described
in the discussion of going concern above, and then
assumes a phased recovery over the rest of the three-year
period. It assumes capex at a lower level than in the base
case but which is still in line with our announced strategic
priorities for growth, and dividends and share buybacks
in line with our capital allocation model.
3. The reverse stress-test scenario assumes a phased
recovery of margin and profit on the same bases as for
the severe but plausible downturn scenario. This is then
stress-tested to find the maximum amount by which sales
in the first year would have to fall before the Group would
no longer have headroom at any point in the viability
assessment period, without taking further mitigating
actions. It assumes capex at a maintenance level and
no dividends or share buybacks.
The Directors consider that the reasonably foreseeable
financial effects of any reasonably likely combination of the
Group’s principal risks are unlikely to be greater than those
effects which were modelled in the severe but plausible
downside and reverse stress-test scenarios.
Results of scenario testing
The results of the base case and plausible downside scenario
modelling showed that the Group would have sufficient
headroom over the viability assessment period.
The reverse stress-test showed that the level of fall in sales
required in the first year of the viability assessment period
was significantly more than the fall modelled in the severe but
plausible downturn scenario before the Group would have to
take further mitigating actions. The likelihood of this level of fall
in sales is considered to be remote.
Conclusion on viability
Having considered the Group’s current position, strategy,
business model and principal risks in their evaluation of the
prospects of the business, and having reviewed the outputs
of the scenario modelling, the Directors concluded that they
have a reasonable expectation that the Group will continue
to operate and to meet its liabilities in full and as they fall due
during the three-year period to December 2028.
Long-term prospects and viability continued
Page
Principal risks and mitigations 37–41
Trading results
18–35, and the Financial
Statements
Balance sheet 158
Details of our £150m borrowingfacility 180
Auditor’s report, with details of their work and
conclusions on going concern and viability 142–156
Further reading relevant to
going concern and viability
Going concern and Viability statements continued
Directors’ statements
Disclosure of information to the auditor
Having made the requisite enquiries, the Directors in office at
the date of this report have each confirmed that, so far as they
are aware, there is no relevant audit information (as defined by
section 418 of the Companies Act 2006) of which the Group’s
auditor is unaware, and each of the Directors has taken all the
steps they ought to have taken as a Director to make themself
aware of any relevant audit information and to establish
that the Group’s auditor is aware of that information. This
confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and Accounts 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 DisclosureFramework.
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, 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
andotherirregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and those
regulations. The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule ('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.
Directors’ responsibility statement
We confirm 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 Group and Company, and the undertakings
including the consolidation taken as a whole;
• the Annual Report and Accounts includes a fair review of
the development and performance of the business and the
position of the Group and Company and the undertakings
including the consolidation taken as a whole, together with
a description of the principal risks and uncertainties they
face; and
• 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.
This responsibility statement was approved by the Board
of Directors and is signed on its behalf by:
Chief Executive Officer Chief Financial Officer
25 February 2026
Financial Statements
Additional Information Governance
65
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
64
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Strategic Report Page TitleStrategic Report Page Title
How we
preserve value
Executive
Committee
& Company
Secretary
74
Board of
Directors
70
Directors’
duties
78
Remuneration
Committee
report
102
Nominations
Committee
report
94
Sustainability
Committee
report
134
Stakeholder
engagement
80
Audit
Committee
report
126
68
Chairman’s
introduction
Governance
68 Corporate governance report
70 Board of Directors
74 Executive Committee and Company Secretary
76 Key Board activity
78 Directors' duties (Section 172(1) Statement)
80 Stakeholder engagement
88 UK Corporate Governance Code:
application and compliance
94 Nominations Committee report
102 Remuneration Committee report
126 Audit Committee report
134 Sustainability Committee report
137 Directors’ report
139 Non-financial and sustainability information
Financial Statements
Additional Information Governance
67
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
66
Howden Joinery Group Plc
Annual Report & Accounts 2025
66
Governance
Introduction from the Chairman
Listed company boards find themselves in an interesting
position at the end of 2025 from a corporate governance
perspective. The prevailing political mood is deregulatory,
with many long-planned governance reforms being shelved
or cancelled (such as those relating to audit reform). On the
other hand, the most recent changes to the UK Corporate
Governance Code, particularly the introduction of Provision
29, provide a more prescriptive landscape for directors in the
context of risk management and internal control frameworks.
Such compliance changes require time and effort for boards
to implement, and our journey to complying with Provision
29 is set out not only in this year’s Audit Committee report
(on page 132) but also in our 2024 and 2023 Annual Reports.
Having robust operational controls in place at Howdens is
nothing new, and the implementation of our key controls
project has been deliberately sympathetic to the nature of
the Howdens business. It is, however, rewarding to be able to
sign off on the efficacy of our key controls and the assurance
that this brings is reassuring. We look forward to providing our
declaration in respect of 2026 in our 2027 Annual Report.
However, as documented in the following corporate
governance and committee reports, we have always applied
a considered and Howdens-first approach to our governance
framework. This is underpinned by our unique culture and our
ethos that Howdens must be worthwhile for all concerned.
This fundamental tenet remains despite changes in the
external environment and changes in the Board and senior
management. As a Board, we have successfully navigated
these changes and Howdens’ foundations for growth remain
based on solid governance foundations.
Outcome-driven reporting
We welcome the Financial Reporting Council’s guidance that
corporate reporting should be outcome-driven and have tried
to adopt this approach through these reports. The actions
and impact of the Board’s decisions can be found in our
stakeholder reporting on pages 80 to 87 as well as our Section
172(1) statement on page 78. We provide a snapshot of the
Board’s calendars for the year passed and the year ahead
to demonstrate how the Board’s agenda dovetails with key
business activities and priorities.
We have tasked ourselves with being concise and
proportionate in our reporting. It is important to remain
compliant but, wherever possible, we have sought to
safeguard key messaging and insight.
Sustainability and diversity
It has also been a time of changing expectations for
companies in both sustainability and diversity arenas.
At Howdens, we have resisted ‘strategically re-evaluating’
any of our ESG policies in light of the changing external
environment. We believe that we have appropriate and
robust policies in place and, as a Board, have continued
to encourage the embedding of sustainable practices in our
core business activities.
Corporate
governance report
2025 saw the end of the performance period for our first
Executive Director long-term incentive performance
measures. Introduced in 2023, over the three-year
performance period, Howdens successfully improved our
carbon intensity ratio by reducing carbon emissions by 11.7%
per annum, reducing fleet emissions by 23%, having carbon
neutral status (or equivalent) at four of our manufacturing
sites and ensured that a minimum of 99% of waste avoided
landfill. We will continue to incentivise management to
continue to make Howdens a more sustainable business and
will refine these measures with the Remuneration Committee
in future years as the business evolves.
During the year, the Howdens Board also reached some
important diversity milestones. For the first time, the Howdens
Board has more than 50% female membership, it has a
female Executive Director, and it has two women in the
‘big four’ roles of Chair, Senior Independent Director (SID),
Chief Executive Officer (CEO) and Chief Financial Officer
(CFO). Our priority as a Board is always to ensure that there
is diversity of thought first, but achieving a better gender
balance is worth celebrating.
Whilst the external narrative may have changed, the impact
of climate change and the importance of understanding and
reflecting the communities in which we operate has not. More
information on our approach to sustainability and diversity
can be found in the sustainability matters report, starting on
page 42.
External board evaluation
One crucial piece of external assurance and outcome-driven
reporting is our triennial external board evaluation.
In 2025, we invited Grant Thornton to undertake our
effectiveness review for the first time. I was pleased but not
surprised that their report concluded that the Howdens Board
demonstrated high levels of effectiveness during a period
of significant personnel change, including four new Non-
Executive Director appointments over the past two years,
as well as the addition of a new CFO in 2025.
More details on the evaluation process can be found in the
Nominations Committee report on page 100 and in each of the
Committee reports.
The Board in 2026
We will continue to build on our ‘spotlight sessions’
programme, which has provided the Board with unique insight
and the opportunity to speak to management below the
Executive Committee. Details of the Board’s programme for
2026 can be found on pages 76 and 77.
As ever, I also look forward to engaging with our shareholders
at the AGM in May.
Peter Ventress
Chairman of the Board
Peter Ventress
Chairman of the Board
Using the corporate
governancereport
The following sections may be found in this corporate
governance report:
Page 70: Board of Directors profiles
Page 74: Executive Committee & Company
Secretary profiles
Page 76: Key Board activity during the year and for
the year ahead
Page 78: Directors' duties and s.172 disclosure
Page 80: Stakeholder engagement
Page 88: UK Corporate Governance Code application
and compliance
Peter Ventress (7/7)
Jackie Callaway (3/3) Appointed 2 June 2025
Andrew Cripps (4/4) Retired 1 May 2025
Roisin Currie (7/7)
Louis Eperjesi (7/7)
Louise Fowler (7/7)
Paul Hayes (3/4)
1
Retired 30 May 2025
Tim Lodge (6/7)
2
Appointed 1 January 2025
Andrew Livingston (7/7)
Vanda Murray (7/7)
Suzy Neubert (7/7)
1 Paul was not in attendance for the meeting confirming his retirement
and the appointment of Jackie Callaway as CFO.
2 Tim was unable to attend the January meeting due to commitments
entered into before his appointment. He was provided with all the
Committee papers ahead of the meeting and provided his feedback
to the Committee Chair and Company Secretary.
Board meeting
attendance in2025
The disclosures and information shown below may be
found in the Additional Information section beginning
on page 204:
• 2026 Annual General Meeting (AGM) details
• 2025 Final Dividend timetable
• Share capital information
• Significant agreements disclosure
Additional information
Financial Statements
Additional Information Governance
69
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Howden Joinery Group Plc
Annual Report & Accounts 2025
68
A RN S
A
N SR
N S
A N SR A RN S
A RN S
A RN S
Governance
Corporate governance report continued
Board of Directors
Andrew Livingston
Chief Executive Officer
Peter Ventress
Non-Executive Chairman
Louis Eperjesi
Independent Non-Executive Director
Jackie Callaway
Chief Financial Officer
Vanda Murray OBE
Senior Independent Director
Suzy Neubert
Independent Non-Executive Director
Tim Lodge
Independent Non-Executive Director
Roisin Currie CBE
Independent Non-Executive Director
Louise Fowler
Independent Non-Executive Director
Key to Board Committee membership
Audit Committee
A
Nominations Committee
N
Remuneration Committee
R
Sustainability Committee
S
Chair of Committee
C
Roles
Further information about the role of the Board, the Executive and Non-Executive Directors, the Company Secretary, and external
advisors can be found on our website: www.howdenjoinerygroupplc.com/governance/division-of-responsibilities
Andrew Livingston
Chief Executive Officer
Jackie Callaway
Chief Financial Officer
Appointed Appointed
Andrew was appointed to the Board as Chief Executive Officer
on 2 April 2018.
Jackie was appointed to the Board as Chief Financial Officer
on 2 June 2025.
Contribution to the long-term sustainable
success of the Company
Contribution to the long-term sustainable
success of the Company
Andrew has a strong track record of performance, execution
and driving change through improving digital capability, ranges
and new site openings. He also has knowledge of key European
geographies, is a competent French speaker, and has an
entrepreneurial mindset. This mindset fits the Howdens culture
which has served the Company well and is fundamental to its
success. He was previously the CEOofScrewfix and has an MBA
from the London Business School.
Prior to her appointment to the Howdens Board, Jackie served as
CFO of Coats Group plc and as CFO of Devro plc. She has a strong
finance record and extensive experience across multinational
manufacturing and supply chain businesses. She is a Fellow of the
Institute of Chartered Accountants in England and Wales, and of
the Chartered Accountants Australia and New Zealand. Jackie has
a Bachelor of Business Management Studies from the University
of Waikato, New Zealand.
Other listed company appointments Other listed company appointments
None Non-Executive Director and Audit Committee Chair of IMI plc
Peter Ventress
Non-Executive Chairman
Vanda Murray OBE
Senior Independent Director
Appointed Appointed
Peter was appointed to the Board as an independent Non-
Executive Director in July 2022. He became Chairman and
Chairman of the Nominations and Sustainability Committees in
September 2022.
Vanda was appointed to the Board in February 2024.
She became Remuneration Committee Chair in May 2024
and Senior Independent Director in May 2025.
Contribution to the long-term sustainable
success of the Company
Contribution to the long-term sustainable
success of the Company
As former Chairman of Galliford Try Plc and current Chairman of
Bunzl Plc, Peter has in-depth knowledge of UK listed companies
and the associated high corporate governance standards
required by such companies. He was also formerly Chief Executive
Officer of Berendsen Plc and has held several senior executive
roles, including International President of Staples Inc and Chief
Executive Officer of Corporate Express NV, meaning he has
extensive experience in international distribution businesses and
brings a wealth of relevant commercial, financial and high-level
management experience to the Board.
Vanda has over 30 years’ experience at senior level across a range
of industry sectors in the UK and internationally. She is currently
Non-Executive Chair for both Marshalls plc and for Yorkshire Water,
and is also a Board Member of Maggie’s Manchester, the cancer
care drop-in centre, and a trustee of the English National Opera.
Vanda served as CEO of Blick plc from 2001 to 2004 and led
Ultraframe plc from 2004 to 2006. She received a Doctor of
Business Administration from Manchester Metropolitan University
in recognition of her achievements in business, her inspirational
leadership and her significant contribution to the North-West of
England and the university. In 2002, Vanda was appointed an OBE
for Services to Industry and Exports. Her extensive experience
and impressive achievements in both executive and non-executive
roles benefits Howdens from both a leadership and a strategy
perspective.
Other listed company appointments Other listed company appointments
Non-Executive Chairman of Bunzl Plc Non-Executive Chair of Marshalls Plc
Financial Statements
Additional Information Governance
71
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Annual Report & Accounts 2025
70
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Governance
Corporate governance report continued
Board of Directors continued
Roisin Currie CBE
Independent Non-Executive Director
Louis Eperjesi
Independent Non-Executive Director
Appointed Appointed
Roisin was appointed Non-Executive Director in July 2024. Louis was appointed Non-Executive Director in June 2023.
Contribution to the long-term sustainable
success of the Company
Contribution to the long-term sustainable
success of the Company
Roisin’s experience in a number of senior executive roles within
the consumer sector provides her with a strong diversity of
perspective and customer-centric focus. She has been the Chief
Executive of Greggs Plc since May 2022, having joined as Group
People Director in 2010. During her tenure, she was also Retail
and Property Director. This breadth of experience means Roisin
has a comprehensive understanding of vertically integrated and
multi-site businesses, and she has experience working at both a
strategic and operational level.
Roisin began her career at Asda, where she spent 20 years, latterly
as Retail People Director and then Distribution People Director.
She is currently Chair of the Employers Forum for Reducing
Re-offending, a voluntary role working with the Ministry of Justice
and New Futures Network, and she is a Trustee of the Duke of
Edinburgh Awards Scheme. She has also recently joined as an
advisor to the Food Strategy Board. Her HR and people background
brings valuable perspectives on culture, talent and reward.
Louis has a strong background of manufacturing and supply
of building products in international markets, together with
commercial, strategy development, and change management
experience. He is currently a Non-Executive Director of Ibstock Plc,
Trifast Plc, and AIM-listed Accsys Technologies Plc.
Louis has had a long career in the building materials sector, most
recently serving as CEO of Tyman Plc, a leading international
supplier of engineered components and access solutions to the
construction industry. He has also held senior executive roles in
Kingspan Plc, Baxi Group Ltd, Lafarge SA, and Caradon Plc.
Other listed company appointments Other listed company appointments
Chief Executive Officer of Greggs Plc Non-Executive Director of Ibstock Plc, Trifast Plc, and Accsys
Technologies Plc
Louise Fowler
Independent Non-Executive Director
Tim Lodge
Independent Non-Executive Director
Appointed Appointed
Louise was appointed to the Board in November 2019. Tim was appointed to the Board in January 2025. He became Audit
Committee Chair in May 2025.
Contribution to the long-term sustainable
success of the Company
Contribution to the long-term sustainable
success of the Company
Louise has over 30 years of customer, brand and digital experience
at a senior level. Her experience encompasses publicly listed
and private businesses, the mutual sector and not-for-profit
organisations.
Louise’s background in consumer experience and reputation is
valuable to the Company as it strives to provide a strong aftersales
service to further support the builder customer. Her digital
experience also provides valuable insight given the investment
the Company continues to make in its digital programme. Louise
is currently a director of Prudential Assurance Company, a
subsidiary of M&G Plc, and is an Honorary Professor in Marketing
at Lancaster University Management School.
Tim has substantial recent and relevant financial experience,
having spent over 30 years in finance and accounting roles. He
is a fellow of the Chartered Institute of Management Accountants
and spent 26 years at Tate & Lyle Plc in various finance and
commercial roles, including six years as Chief Financial Officer.
He has also held Chief Financial Officer roles at the COFCO
International group and the role of Non-Executive Director and
Audit Committee Chair at Aryzta AG.
Tim is currently independent Non-Executive Director and Audit
Committee Chair of both SSP Group Plc and Serco Group Plc,
and Independent Director of Arco Limited. He is also a trustee
of the charity Gambia School Support and a Director of An African
Canvas (UK) Limited.
Other listed company appointments Other listed company appointments
None Non-Executive Director and Audit Committee Chair of both SSP
Group Plc and Serco Group Plc
Suzy Neubert
Independent Non-Executive Director
Appointed
Suzy was appointed Non-Executive Director in July 2024.
Contribution to the long-term sustainable
success of the Company
Suzy’s experience in sell-side equity research at Merrill Lynch, and
additionally on the buy-side in her role at JO Hambro, has given her
a thorough understanding of capital markets and the expectations
of institutional investors. She has worked for large organisations
but also in more dynamic environments, which is a valuable mix
of experience for Howdens as a FTSE 100 business with a strong
entrepreneurial culture. She is a qualified barrister and brings
valuable legal insight and experience to the Board.
Suzy is also an experienced non-executive director. She served as
Non-Executive Director, and latterly as Senior Independent
Director of Witan Investment Trust plc until 2023, and is currently
a Non-Executive Director and Senior Independent Director of
LondonMetric Property Plc and Jupiter Fund Management Plc.
She is also Non-Executive Director of Liverpool Victoria Financial
Services Limited (where she is also Chair of the Investment
Committee and Aptia Group Holdings Limited). Alongside her
commercial board roles, Suzy is also a Vice Chair and council
member at the King’s Trust.
Other listed company appointments
Non-Executive Director and Senior Independent Director of
LondonMetric Property Plc and Jupiter Fund Management Plc
Independence
The Board considered that all of the Non-Executive Directors were independent for the full duration of the period being reported
on and that Peter Ventress was independent upon his appointment as Chairman.
Financial Statements
Additional Information Governance
73
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Annual Report & Accounts 2025
72
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Governance
James Mackenzie
Chief Commercial and
Marketing Officer
Julian Lee
Operations Director
Appointed
Julian joined Howdens in 2003 and was appointed to the
Executive Committee in July2020.
Contribution to the long-term sustainable
success of the Company
Prior to joining Howdens, Julian worked in a number of strategic
and operational roles within the Silentnight Group. He joined
Howdens in 2003 as a leader of the Manufacturing Division and
from 2005 to 2009 was head of international sourcing and supply
chain in Asia. Since 2009, Julian has made a major contribution
to the transformation of our supply chain and operations, and in
2020 he was appointed Operations Director, encompassing both
manufacturing and logistics.
Julian leads our strategic manufacturing investments, including
increased in-house manufacturing capability andcapacity.
James Mackenzie
Chief Commercial and Marketing Officer
Appointed
James joined Howdens in August 2025 and has been a member
of the Executive Committee since that time.
Contribution to the long-term sustainable
success of the Company
James previously held the roles of Managing Director of Toolstation
and Travis Perkins in the UK. Prior to joining Toolstation, he served
on the board of Screwfix and held a number of senior positions
in Kingfisher and Sainsbury’s. He is currently a Non-Executive
Director of Materials Market, a UK-based digital marketplace for
construction materials, and is a member of the Advisory Board of
The Pennies Foundation.
James’s role encompasses product leadership and range
management, which is one of our key strategic initiatives. He also
leads the Digital and Marketing teams to build brand awareness
and promote Howdens’ unique model.
Richard Sutcliffe
Supply Chain and IT Director
Forbes McNaughton
Company Secretary
Appointed Appointed
Richard joined Howdens in January 2019 and was appointed
to theExecutive Committee in July 2020.
Forbes joined Howdens in July 2012 and was appointed Group
Company Secretary in May 2014.
Contribution to the long-term sustainable
success of the Company
Prior to joining Howdens, Richard was Director of Supply Chain
at Screwfix. Before this, he held senior supply chain and
businessplanning roles at Hobbycraft, Wyevale Garden Centres
andB&Q.
Richard’s role as Supply Chain Director encompasses optimising
stock holdings across the business and ensuring Howdens
maintains market-leading stock availability. He led the highly
successful XDC project, which is delivering superior service levels
and availability to depots. Richard’s role also encompasses leading
our IT team.
Contribution to the long-term sustainable
success of the Company
Forbes joined the Company as Deputy Company Secretary in 2012
following a period of secondment from KPMG. He is a Fellow of
the Chartered Governance Institute (CGI) and is Secretary to the
Executive Committee as well as to the Board of Directors.
Forbes is the link between the Executive Committee and the Board,
and is responsible for managing a number of external stakeholder
relationships, such as with the Pensions Trustees and external
regulators. He is the head of the legal function in addition to his
corporate governance responsibilities and is Chair of the Howdens
Worthwhile Foundation.
Forbes McNaughton
Company Secretary
Richard Sutcliffe
Supply Chain Director
Sébastien Krysiak
Directeur Général –
International
Austin Cooke
Managing Director – Trade
Julian Lee
Operations Director
Corporate governance report continued
Executive Committee and Company Secretary
Executive Directors*
Andrew Livingston
Chief Executive Officer
Jackie Callaway
Chief Financial Officer
* Andrew and Jackie’s profiles can be found on page 71.
Austin Cooke
Managing Director – Trade
Appointed
Austin joined Howdens in March 2025 and has been a member
of the Executive Committee since that time.
Contribution to the long-term sustainable
success of the Company
Austin has overall responsibility for the performance and culture
of all of our depots in the UK. He oversees the evolution of our depot
estate, including our strategically important depot reformatting
and the opening of new depots.
Prior to joining Howdens, Austin held senior positions with Poundland,
Yum Brands Inc, KFC Global, Phones 4u, and Dixons Group.
Sébastien Krysiak
Directeur Général – International
Appointed
Sébastien joined Howdens in September 2024 and was appointed
to the Executive Committee in July 2025.
Contribution to the long-term sustainable
success of the Company
Prior to joining Howdens, Sébastien held various leadership and
commercial roles with Kingfisher Group companies over two
decades. These roles included Director of Trading for B&Q, CEO of
Castorama Poland and, most recently, Chief Commercial Officer
for Kingfisher Plc.
As Directeur Général – International, Sébastien is responsible for
the performance and growth of Howdens’ international business
in France, Belgium and the Republic of Ireland. The International
business is in an important evolutionary phase and Sébastien’s
wealth of experience will stand him, and Howdens, in good stead
to grow this business.
Financial Statements
Additional Information Governance
75
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74
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Governance
May – AGM
• Further details can be
found on page 215.
Corporate governance report continued
Key Board activity
January
• Health and safety update
• CEO and CFO updates
• Pensions update
1
• Principal Risks review
• Whistleblowing update
January
• Health and safety update
• CEO and CFO updates
• Investor relations update
• Budget approval
• Pensions review
• Principal Risks review
• Whistleblowing update
Spotlight
session
April
• CFO succession
(standalone meeting)
• Health and safety update
• CEO and CFO updates
• Pensions update
• Investor relations update
• Broker update
• Modern Slavery Statement
and UK Tax Strategy
approval
April
• Health and safety update
• CEO and CFO updates
• NED employee
engagement
• Investor relations update
• Group policies approval
• UK Tax Strategy approval
• Strategic planning
May – AGM
• All resolutions were
passed with the requisite
majority. Further details
about the meeting may be
found on page 84.
February
• CEO and CFO updates
• Board evaluation feedback
• Budget approval
• Investor relations update
• Draft 2024 Full Year, draft
2024 Annual Report and
Accounts, and 2025 AGM
documents
• Shareholder and capital
returns consideration
• Review of risk
management framework
• NED fees
• Principal advisors review
February
• CEO and CFO updates
• Draft 2025 Full Year, draft
2025 Annual Report and
Accounts and 2026 AGM
documents
• Shareholder and capital
returns consideration
• Review of risk
management framework
• Board evaluation feedback
• Modern Slavery Statement
approval
• Principal advisors review
• Corporate Conflicts
Register review
• NED fees
Set out below and on the facing page are highlights of the matters the Board considered in 2025 and will consider in 2026. Not all
of the matters the Board considered or will consider are listed, so this should not be taken as anexhaustive list ofactivities.
In addition to the matters shown on the 2025 timeline, at each meeting the Board received strategic, operational and financial
updates from the CEO and CFO. The Board also considered aspects of Group culture and strategy at various points during the year.
2025
2026
Spotlight
session
Spotlight:
Pricing and
Margin tool
Spotlight:
Cyber security
governance
July
• Health and safety update
• CEO and CFO updates
• Investor relations update
• Draft 2026 Half Year results
and announcement,
including consideration
ofan interim dividend
• Market update
• Key and Principal risks
review and review of risk
management framework
• Business continuity
management
• Whistleblowing update
July
• Health and safety update
• Board engagement with the
workforce
• CEO and CFO updates
• Investor relations update
• Draft 2025 Half Year results
and announcement,
including consideration of
an interim dividend
• Key and Principal Risks
review
• Group Policies review
• Whistleblowing update
September
• Health and safety update
• CEO and CFO updates
• Projects update
• Investor relations update
November
• Health and safety update
• CEO and CFO updates
• Projects update
• Pensions update
1
• Investor relations update
• Non-Executive Directors’
Employee engagement
update
• Corporate conflicts
register review
• Schedule of Matters
Reserved for the Board
andBoard Committee
Terms of Reference
• 2026 Board calendar
approval
Governance and risk
The Board received governance, legal, and regulatory updates atregular intervals from the Company Secretary and the
Board’sadvisors.
Risk remains a matter reserved for the Board and a detailed review of our risk management processes and principal risks can be
found on pages 36 to 41 and on page 92. We have reviewed our risk management processes and remain satisfied that they are
robust and effective. The annual review of the risk and control framework was presented to the Audit Committee in November 2025.
Reporting from our whistleblowing helpline is also considered by the Board on a biannualbasis.
Executive Committee presenters:
Executive Committee presenters:
AC
JM
RS
JL
AC
RS
1 The Company’s actuaries reported to the Board on routine funding and investment matters.
Executive Committee
presenters
Austin Cooke
(Managing Director – Trade)
James Mackenzie
(Chief Commercial and
Marketing Officer)
Richard Sutcliffe
(Supply Chain and IT Director)
Julian Lee
(Operations Director)
Spotlight
session
September
• Health and safety update
• CEO and CFO updates
• Investor relations update
• Pensions update
• NED employee
engagement
• Cyber security governance
• 2026 Board evaluation
planning
November
• Health and safety update
• CEO and CFO updates
• Investor relations update
• Schedule of Matters
Reserved for the Board
andBoard Committee
Terms of Reference
• 2027 Board calendar
approval
• Director training
Spotlight
session
Spotlight:
Preparations for
peak trading
Executive Committee presenters:
AC JL
Spotlight sessions
Spotlight sessions are
sessions with the wider
Executive team and their
direct reports to discuss the
fundamentals ofthebusiness
model, strategy and future
plans. These are generally
focused around the five
pillars of the business:
• Trade service and
convenience
• Product leadership
• Trade value
• Entrepreneurial culture
• Trusted trade
relationships
RS
JL JM
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Key Board activity
Governance
Directors' duties
Corporate governance report continued
Section 172(1) of the Companies Act 2006
A director of a company is required to act in a way they
consider, in good faith, would most likely promote the success
of the company for the benefit of its members as a whole.
In doing this, the director must have regard, amongst other
matters, to the following:
• Environment and community:
the impact of the company's operations on the community
and the environment.
• Long-term thinking:
the likely consequences of any decision in the long term.
• Reputation:
the desirability of the company for maintaining a reputation
for high standards of business conduct.
• Investors:
the need for every member to be treated fairly and for no
member to be favoured over another member.
• Workforce:
the interests of the company's employees.
• Suppliers and customers:
the need to foster the company's business relationships
with (amongst others) suppliers and customers.
Section 172(1) Statement
Howdens was founded on the principle that the business
should be worthwhile for all concerned. It's a principle that the
business continues to live into today. Balancing the needs and
views of all our stakeholders can be challenging as there are
often competing interests at stake, and this is why the Board
first and foremost considers our purpose, our culture, and our
strategy to ensure all decisions have a clear and consistent
rationale. For details on the matters which the Board discussed
and considered during 2025, please see pages 76 and 77.
The Board regularly considers feedback from the Company’s
stakeholders. These are set out in detail on pages 80 to 87.
This engagement is effective and in keeping with the
Company’s culture. For example, much of the feedback is
through face-to-face conversations, but where there is need
for formality and confidentiality, such as whistleblowing,
this is also provided. Stakeholder feedback can directly affect
the Board’s decision-making, such as feedback received from
investors in relation to the proposed Directors’ Remuneration
Policy and direct employee feedback at Regional Board
meetings, but it also provides the context for decision-making,
particularly where there are competing stakeholder interests.
As Directors, when we discharge our duty as set out in section
172 of the Companies Act 2006 (‘Section 172’), we have regard
to the factors set out on the left side of this page beneath
the heading 'Section 172(1) of the Companies Act 2006'.
In addition to these factors, we also consider the interests
and views of other stakeholders, including our pensioners,
regulators and the government, and the customers of our
trade customers.
We have set out some examples below of how the Directors
have had regard to the matters in section 172(1)(a)–(f) when
discharging their Section 172 duty and the effect on certain
decisions taken by them in 2025.
Capital investment
Howdens has a well-established policy for capital allocation.
We focus on achieving sustainable profit growth by investing
in and developing our business model.
In previous years, we have reported how the Board has
invested significant amounts of capital in vertical integration
in manufacturing and logistics. These investments are crucial
to ensure low-cost, high-quality products to our builder
customer and exemplary service to our depots. However,
the Board has also continued to invest in Howdens’ front-end
proposition (its depots) and product offering.
Despite the kitchen market contracting each year since 2022,
the Board has continued to approve capital expenditure for
new depots, depot reformats, operational investments and
strategic land purchases. Since the start of 2023, Howdens
has opened 94 new depots in the UK and Republic of Ireland
and reformatted 136 depots (including depot relocations)
and has also invested £174m in our manufacturing and
logistics capabilities.
Investment in new capabilities and product groups such as
HWS solid surface worktops, Paint to Order and Bedrooms
generated £159m worth of sales in 2025.
The Board’s continued confidence in Howdens’ model and
strategic advantages means that we benefit all of Howdens’
direct and indirect stakeholders by reinvesting in its
differentiated service offering. Our capital allocation policy
provides a sustainable balance between making Howdens
a more robust and more effective business and maintaining
progressive returns for our shareholders.
Shareholder returns
The Board aims to maintain and grow ordinary dividends in
line with earnings to reward shareholders with an attractive
ongoing income stream. After allocating cash to support
and grow the business, as detailed above, Howdens remains
committed to returning any surplus capital to shareholders.
In February, the Board recommended a final dividend for 2024
of 16.3p per ordinary share and a new £100m share buyback
programme. In July, it further recommended an interim
dividend for 2025 of 5.0p per ordinary share.
The Board takes regular feedback from its shareholders on
the most appropriate method of returning capital, including
at the AGM where all shareholders, regardless of the size of
their shareholding, are invited to attend and ask questions of
the Board. Our CEO and CFO also discuss this during investor
roadshows following results announcements (further
information about investor engagement can be found on
pages 84 and 85.
Howdens has a prudent risk appetite towards balance sheet
management and aims to run the working capital cycle
debt-free. This approach has provided a source of great
strength in challenging past years, for example during the
COVID-19 pandemic.
Approach to pension plan deficit funding
In April, the Board considered a proposal to alter the approach
to deficit repair contributions for the Howden Joinery Pension
Plan (the ‘Plan’). The previous approach was that deficit
contributions by the Company would commence if the Plan
moved into deficit on a technical provisions basis for two
consecutive month-ends. The proposed mechanism was
for contributions to start if the funding position fell below
98% funding for at least two consecutive month-ends on
a technical provisions basis. Under the proposal (once
triggered), contributions would continue until funding had
reached 102% for two consecutive month-ends. The Board
considered that the benefit of introducing a ‘tramline’
approach was to avoid a situation where contributions were
regularly being switched on and off.
In reaching their decision, the Board noted the interests of
members of the Plan, of whom c.800 current employees were
members, but also of Howdens’ wider stakeholder group who
would benefit from a less sensitive trigger mechanism given
the more predictable funding arrangement.
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Directors' duties (Section 172(1) statement)
Governance
Corporate governance report continued
Stakeholder engagement
Local depots
The primary method of engaging with our trade customers
since Howdens opened its doors in 1995 has been through
conversations at the local depot. The relationship between
depot managers and trade customers has always been at
the heart of what we do.
Our depot managers feed back our trade customers'
views to management at regional board meetings (see
'Workforce' on page 82 for further information), which the
Managing Director of Trade is present at and which the CEO
and other members of the Executive Committee frequently
attend. Feedback from regional board meetings influences
product and pricing decisions. However, it also reinforces
our strategic decisions on new depot openings, and ensures
that we are maintaining high standards of customer service
and investing in new products. From these meetings,
managers were able to feed back directly to the CEO, the
MD of Trade, and other senior executives about any matters
affecting their customers.
Board members, Executive Committee members and senior
managers regularly visit depots to ensure they hear from
trade customers and the depot teams firsthand. Depot visits
also form a key aspect of new Board members' inductions.
Builder forums
During 2025, 62 builder forums were held. These are
arranged by area managers or regional managing directors
with depots inviting their regular customers to attend and
to provide their views on the business, our products, and
particular initiatives. Most forums will have the area manager
present and a regional managing director may also attend.
Depot managers may also be invited. The MD of Trade, CEO,
and other members of the Executive Committee may also
attend forums. Typically, six to eight customers participate
in each forum.
Feedback from the forums is disseminated to the leaders
of the appropriate teams, including commercial, digital,
marketing, quality assurance and aftersales, finance,
customer services and credit control. Once an identified
action has been discussed and a way forward agreed,
regional teams and depots receive communications about
the feedback and any resulting actions. Where it is decided
that changes should be made, this is also fed back to our
customers in future forums to demonstrate the impact that
their feedback can have.
Engagement with our trade
customers included the following:
1
Local depots
2
Builder forums
3
Customer surveys and research
Trade customers
Internal bi-monthly meetings are held to discuss the current
'live actions' monitor maintained by the depot support team
and progress made to date. This progress is communicated
to regional and depot teams where appropriate and to the
MD of Trade.
Trade customer surveys
In addition to the frequent face-to-face conversations that
we have with our customers in our depots, we run monthly
trade customer surveys to better understand our customers’
sentiment, price and value perceptions, purchase behaviour,
business prospects, ‘cost of living’ impacts and planned activity.
Ad hoc ‘deep dive’ surveys are also used to ask trade
customers about various product categories, including what
is important to them within those product categories, what
more they need from us, and what could cause them to trade
elsewhere. In 2025, we completed these surveys across key
strategic priority areas. We received over 10,000 responses
from our customers, which has informed category strategy,
brand and ranging plans, and depot education.
Over the course of the year, we conducted research to
monitor customer satisfaction levels and assess the ‘mood
of the nation’, receiving between 500 and 1,000 responses
per wave. This, combined with our external brand tracking
activity amongst the wider trade audience (including non-
customers), helps Howdens ensure that we are delivering
strong customer service and succeeding in making life easier
for tradespeople.
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Howdens' stakeholders
Stakeholder and
forms of engagement
Trade customers pages 80 and 81
Workforce pages 82 and 83
Suppliers pages 84 and 85
Shareholders pages 84 and 85
Pensioners pages 86 and 87
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Stakeholder engagement
Governance
Engagement with our workforce
included the following:
1
The Board's engagement arrangements
2
Regional board meetings
3
CEO focus groups
4
Town halls and feedback sessions
5
Trade union and works council meetings
6
Surveys
7
The Howdens Show
8
Whistleblowing helpline
Workforce
Corporate governance report continued
Stakeholder engagement continued
Board workforce engagement arrangements
Given the complexity of Howdens' operations (when
considering the variety of geographies and role types in
our vertically integrated business), it was agreed by the
Board in 2024 that workforce engagement would become a
collective responsibility for all the Non-Executive Directors
(rather than one member of the Board being designated as
being responsible for workforce engagement) to ensure
that the diversity of Howdens' workforce was properly and
proportionately represented.
Non-Executive Directors are expected to attend at least two
employee engagement sessions each year and to provide
feedback after each session, focusing on positive themes
emerging from the session, any issues raised, and whether
any follow-up actions are needed.
In 2025, Non-Executive Directors attended regional board
meetings (see below), visited depots, visited our Expo sites,
attended The Howdens Show (see opposite page), visited our
operations in France, and visited manufacturing and logistics
sites. Most of the issues raised as a result of the engagement
sessions were focused around local operational and market
challenges, but there was also feedback that incentives were
working well and the culture of the business came through
strongly, especially at regional board meetings and in the
manufacturing sites.
Regional board meetings
Regional board meetings are a forum for the depot leadership
team and management to discuss strategy and day-to-day
business matters on a regular basis. Our Managing Director of
Trade attends all meetings and regional managing directors,
area managers, and depot managers are expected to attend
the meetings applicable to their region. Our CEO also attends
a majority of these meetings and other members of the
Executive Committee attend on an ad hoc or as-required basis.
Certain support functions (including credit control, product
development, quality & assurance, finance, and HR) also
regularly attend. Members of the Board attend regional board
meetings as part of their induction and periodically thereafter
as part of their ongoing collective responsibility forworkforce
engagement.
In 2025, a total of 55 meetings were held across the UK and
Ireland. Notes of each meeting are taken and sent to the regional
team the same day following the meeting. Where issues have
been raised, relevant teams are notified and requested to find
a solution or to provide an answer. Updated notes are then
sent out again within 10 days of the meeting, which contain
information on actions being taken to issues raised.
Feedback in the regional board meetings tended to centre
around issues around local operations and market, but a
theme across the meetings towards the end of 2025 was that
the incentives programme for depots had been a success and
that 2025’s incentives delivered the intended sales and margin
results for the business.
CEO focus groups
Outside of the peak trading period, our CEO holds regular
face-to-face focus group meetings with depot managers
from different regions. These meetings provide a forum for
managers to have a direct contact with our CEO and to discuss
ideas within a smaller group setting than Regional Board
meetings. Following the meeting, the CEO takes the managers
out for dinner and also meets them the following morning.
At the morning meeting, the CEO and depot managers speak
directly with other Executive Committee members regarding
any ideas or issues that have been flagged the previous day.
This direct feedback from those on the frontline to the most
senior leaders in the business is an important feature of the
Howdens culture.
It is a result of the feedback from one of these focus groups
that we designed, built and introduced to all UK depots a new
pricing and margin tool. This tool provides managers with a
comprehensive data set of local and national pricing trends,
making price management easier and more effective.
Town halls and feedback sessions
The Operations Director continues to hold business updates
each year for all employees based at our manufacturing and
logistics locations, supported by members of the Operations
Leadership team. The Operations Leadership team also hold
‘Ask away’ sessions with groups of employees. All new starters
are invited to a 'Meet and Greet' session with members of
the Operations Leadership team and, as part of that, all new
starters are asked for their feedback about what they are
enjoying and what we could do better.
At each of our manufacturing and logistic sites regular
engagement forums are held with employees. At one of our
sites, as a result of engagement forums in 2025, we have seen
even better cross-functional working, enhanced handover
procedures in assembly lines, and even more informal welfare
check ins with forklift truck drivers. And at another site,
as a direct result of an engagement forum, we have launched
a spotlight programme to promote greater visibility and
education around one of our benefits each month.
Regular town hall meetings are hosted by our Chief
Commercial and Marketing Officer, and our Chief Financial
Officer. The town hall meetings focus on business updates and
updates on work ongoing within specific teams. Employees are
given the opportunity to ask questions and the meetings also
act as an opportunity to give recognition to employees who
are going 'above and beyond' in their work.
Trade union and works councils meetings
Howdens respects the collective bargaining of its employees
and actively engages with the trade union and works councils
collectively at least quarterly. Local sites host trade union
representative meetings and works councils meetings
monthly. Site leadership and HR attend these meetings.
Surveys
During 2025, we conducted a survey among our employees
to measure ourselves against our foundational principal
of being ‘worthwhile for all concerned’. The results showed
that, compared to 2024, a higher proportion of participants
of the survey felt that “Howdens is a place to work where
everyone has opportunity and is encouraged to succeed at
work” and that “Howdens is a great place to work”. Nearly
80% of participants also stated that they were proud to work
for Howdens. We plan on repeating this survey in the future
so we can monitor trends and use the data to inform internal
decision-making.
The Howdens Show
In January 2025, we hosted The Howdens Show, which
welcomed nearly 1,200 employees to the International
Convention Centre in Wales. Our CEO hosted the event,
which was a chance to set the scene for the year ahead,
and it featured business, charity and community updates
from senior members of staff from across the business.
Other Board members also attended the event and were able
to engage with a significant cross-section of the workforce.
Whistleblowing helpline
The Company uses a third-party operated, confidential
whistleblowing helpline, which is multilingual and available
24 hours a day. The Board receives a biannual report
detailing the number and nature of whistleblowing instances
made during the period. Although no specific complaints were
escalated for Board attention, the governance processes
arein place should this be necessary.
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Shareholders
Annual General Meeting (AGM)
The 2025 AGM was held in-person and was an opportunity for
the Board members to speak with shareholders and to present
their updates to them directly. Members of our Executive
Committee and senior leadership team were also present
to meet with shareholders outside of the formal business of
the meeting.
During the question and answer session at the AGM,
the Board was asked questions on the following topics:
• Shareholder returns
• Artificial intelligence
• Manufacturing capacity
• Further European expansion
The questions raised were answered fully on the day and
no further action or considerations were required.
Shareholders were provided with the opportunity to submit
any questions they had of their Board of Directors through
a question facility on the Company’s corporate website,
which remained open throughout the year.
Following the half-year and full-year results, more detailed
feedback sessions were held with the Board to discuss
shareholder views on the results and the Company’s strategy.
Overall, investors continue to be supportive of the Company’s
strategic initiatives and the resilience of Howdens' business
model despite challenging market conditions.
Howdens also hosted four small group site visits with
investors (both existing and prospective) to showcase both
revamped depots and our operations. The visits combined
tours of our facilities (for example, our major manufacturing
site in Howden) and short presentations. The visits were
hosted by the CEO and CFO alongside other senior managers.
The visits enabled investors to see Howdens' strategic
initiatives firsthand, and to give them a better idea of the
significant growth opportunities in our markets and how we
are addressing them. The feedback from attendees of the
visits was that these sessions allowed them to see firsthand
the investment in the business and the progress made against
strategic initiatives.
Executive remuneration consultation
During H2 2024 and H1 2025, the Remuneration Committee
consulted with the Company's top 30 shareholders and proxy
advisory agencies on proposed changes to our Executive
Director remuneration. Further details of these consultations
are set out in the 2024 Remuneration Committee report.
Howdens engaged Georgeson in early 2025 to provide
additional depth to our shareholder engagement strategy
ahead of the 2025 AGM and the advisory vote on the Directors’
remuneration report and the binding vote on the updated
Directors remuneration policy.
Investor relations programme
During 2025, we supported our institutional shareholders with
regular meetings and updates, both face to face and virtually.
The Board is provided with an investor relations update each
period, which gives an overview of investor feedback and
the Director of Investor Relations and the Company's brokers
regularly provide verbal feedback at Board meetings on the
investor relations programme.
Engagement with our shareholders
included the following:
1
Annual General Meeting
2
Remuneration consultation
3
Investor relations programme
Governance
Maintaining strong supplier relationships based on trust
is a key facet of our resilient business model. Cooperative
engagement with suppliers on sustainability, new products
and the scale necessary to support suppliers' businesses
and investment plans helps us to ensure the relationships
are enduring and worthwhile forbothparties.
Category team relationships
and supplier management
Howdens benefits from deep and long-standing relationships
with many of our suppliers, to the mutual benefit of both
parties and, ultimately, our trade customers. Product
design and innovation is central to our success. Suppliers
understand this and support us by responding quickly to new
product initiatives and coming to Howdens first with their own
innovations. This is a virtuous circle: lessons learned when
dealing with Howdens flow back into our suppliers’ own plans
and initiatives. These lessons are not restricted to product
innovation but may also include quality processes, packaging
improvements (typically with environmental benefits) and
insight into market trends.
Suppliers conference
Supplier conferences are an important way of helping us
maintain enduring relationships with our supply base.
At the conferences, which usually occur once every other
year, we celebrate our successful partnerships and ensure
that suppliers understand, and can align with, our priorities
in the short, medium and long term. Supplier engagement
is also key in our plans to achieve our Net Zero SBT Plans.
The conference, held over two days, sees presentations being
given by senior leaders across Howdens and a chance for
questions to be asked by the suppliers. Over the two days,
there is also ample opportunity for Howdens’ senior leaders to
have face-to-face discussions with supplier representatives.
Scope 3 emissions engagement
We can only achieve our Net Zero SBTi targets by
collaborating with our key suppliers. Further information
about this engagement can be found on page 49.
Our internal commercial structure is organised into categories.
The use of categories provides clear accountabilities
for product range decisions and with greater internal
accountability comes the fostering of stronger relationships
with our suppliers. Suppliers are engaged with focused teams
within the organisation andthisclarity brings the opportunity
for even more valuablediscussions.
Business review sessions are held with all our strategic
suppliers, quarterly, bi-annually or annually depending
on size of business and, for example, scale of investment.
These sessions cover all aspects of our relationship and
always start with consideration of ESG, ethical trading and
compliance. These sessions include not only our Commercial
team, but also our quality, technical, and supply chain teams
and cover new product opportunities and promotional
campaigns, especially in our ‘footfall driving’ products.
The sessions are invaluable in ensuring our strategic plans
are aligned and operational plans are clearly understood.
In addition, we are partnered with SAP Ariba to further
strengthen the way we do business with our suppliers in an
efficient and more sustainable (paperless) way. SAP Ariba
Supplier Life Cycle Performance (SLP) has helped improve
the onboarding and management of our suppliers and allows
them to transact and communicate with usdigitally.
Corporate governance report continued
Stakeholder engagement continued
Engagement with our suppliers
included the following:
1
Category team relationships
2
Supplier conferences
3
Supplier Scope 3 emissions engagement
Suppliers
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Pensioners
Governance
Corporate governance report continued
Stakeholder engagement continued
The Howden Joinery Defined Benefit Pension Plan (the ‘DB
Plan’) has c.10,100 members, of whom c.5,200 are deferred
members, and c.4,900 are pensioners and dependants.
The DB Plan is governed by a Trustee Board who is responsible
for the Plan's administration and for the investment of its
assets. While pensioners (as former employees and their
dependants) are an important stakeholder group for the
Company, Howdens' primary engagement is with the
Trustee Board.
Board engagement with the Trustee Board
The Trustee Board, chaired by an independent trustee,
is responsible for investment strategy and for the day-to-day
running of the DB Plan. There are a number of matters
reserved for the Company as sponsor under the Trust deed,
and the Board invites the Chair of the Trustee to present
to the Board every year and provide an update on matters
affecting the membership. The Company and Trustee
have an information-sharing protocol in place which is
reviewed annually.
Plan factor review
The Plan has in place various actuarial factors which are used
to calculate and adjust the benefits of Plan members under
different scenarios. It is good practice to review the actuarial
factors on a regular basis, to ensure that they still meet the
requirements of legislation and the Plan rules. These factors
determine the value and cost of various member options.
Following completion of the 2023 triennial valuation, the Trustee
agreed to undertake a factor review (last updated in 2021).
The commutation factors were reviewed to take account of
updated market conditions. The updated factors were agreed
and implemented from 1 September 2024. A full review of
the plan factors will take place after completion of the 2026
triennial valuation.
In 2025, the Company engaged with the Trustee Board
on a number of matters outside of the normal engagement
cycle of investment and funding strategy, including:
• collaboration on the Plan factor review;
• review of the Plan’s endgame strategy;
• enhanced monitoring of LDI collateral headroom and
overall liquidity;
• review of the investment strategy;
• progressing the GMP equalisation project following the
Lloyds Bank judgement;
• review and approval of information sharing protocols; and
• successful connection to the pensions dashboard
ecosystem.
Newsletters
In March and October 2025, Plan newsletters were sent by the
Trustee Board to all members of the DB Plan. The newsletter
provided updates on matters such as Trustee Board changes,
access to retirement planning tools on the member portal,
latest funding position and financial review, and an update
on the DB Plan’s climate governance work in the year.
Engagement with the members
of our pension plans includes the
following:
1
Board engagement with the TrusteeBoard
2
Newsletters
3
Factor reviews
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Governance
Corporate governance report continued
UK Corporate Governance Code: application and compliance UK Corporate Governance Code: application of Principles
This Annual Report and Accounts has been prepared under
the 2024 version of the UK Corporate Governance Code (the
‘2024 Code’), which applies to accounting periods beginning
on or after 1 January 2025 (with the exception of Provision 29
which applies to accounting periods beginning on or after
1 January 2026). We are pleased to report that the Company
applied all the Principles of the 2024 Code throughout the
period, and we have reported in summary over the next few
pages how we have done so. Throughout the financial period
under review, the Company was compliant with all Provisions
of the 2024 Code, except for Provision 41.
Provision 41 provides that the annual report of remuneration
committees should include a description of the engagement
that has taken place with the workforce to explain how
executive remuneration aligns with wider company
pay policy.
The Remuneration Committee did not directly consult with
the workforce on Executive Director pay arrangements
during 2025; however, the Committee receives reports from
management on pay and benefits across the workforce to
ensure that there is good alignment on remuneration across
the organisation. In addition, through the Company’s Share
Incentive Plan (SIP), nearly all employees in the UK and the
Isle of Man (the majority of our workforce) have been
awarded free shares, which gives them voting rights on those
shares from the day they are awarded. This means they can
vote on the Directors’ Remuneration Report and the Directors’
Remuneration Policy (when applicable) at general meetings
of the Company. At the 2025 Annual General Meeting, the
resolution to approve the Directors’ Remuneration Policy
received 99.5% support. The Remuneration Committee will
keep under review the need to engage the workforce more
directly on Executive remuneration arrangements. Details of
how Executive Director pay is considered in the context of the
workforce is set out on page 113.
Provision 5 of the 2024 Code states that one or a combination
of the methods listed below should be used for engaging
with the workforce or an explanation provided for the
alternative arrangements that are in place and why they
are considered effective:
• a director appointed from the workforce;
• a formal workforce advisory panel;
• a designated non-executive director.
For the reporting period, the Board chose to put in place
alternative arrangements and workforce engagement was
a matter for which all the Non-Executive Directors were
responsible. A full explanation of how these arrangements
work and why they are considered effective for Howdens may
be found on page 82.
An explanation of our purpose, values and strategy are set out in
the Strategic Report, which starts on page 1. The Board regularly
discusses the importance of Howdens’ unique culture and is
mindful that it remains aligned with its purpose, values and
strategy. Direct engagement with the workforce is a key part of
the Board’s agenda. Since 2024, all Non-Executive Directors share
the responsibility of workforce engagement, allowing the Board to
experience and monitor the culture firsthand.
More information about the Board’s engagement with the
workforce may be found on pages 82 and 83.
Integrity and sympathy to the Howdens culture are paramount
when the Board appoints new members of the Board. More
information about our recruitment and inductions process can
be found on page 99.
Howdens has a broad group of clearly defined stakeholders and
Board members actively engage with each of these groups.
A detailed explanation of our engagement with our shareholders
and wider stakeholder base, and where this engagement has
informed the Board’s decision-making processes, can be found on
pages 80 to 87. How the Board members discharged their ‘Section
172’ statutory directors’ duties is set out on pages 78 and 79.
Section 1: Board leadership and company purpose
B
D
The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture
are aligned. All directors must act with integrity, lead by example and promote the desired culture.
In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure
effective engagement with, and encourage participation from, these parties.
Howdens’ founding principle of being worthwhile for all concerned
supports the premise that its role is to ensure long-term,
sustainable growth and value for all its stakeholders.
Further information on our resilient business model and strategy
can be found in the Strategic Report beginning on page 1.
Our contribution to wider society and our statement of the extent
of consistency with the TCFD framework can be found in our
Sustainability Matters report beginning on page 42.
Governing in an effective way ensures the framework and controls
needed to align our operations with our strategy are in place. It is
only by doing this that we can ensure long-term strategic success
of the Company for our stakeholders. We discuss throughout the
Governance section how our actions help to preserve the value
that the business generates and how they support the strategy.
For example, we have set out the way our Executive remuneration
structure supports our strategic aims on pages 107 to 110.
The Board is satisfied that the necessary resources are in place
to ensure that the Company meets its objectives and measures
performance against them. Our KPIs and how we have performed
against them can be found on pages 28 and 29.
More information on our risk processes, including our principal
and emerging risks, can be found on pages 36 to 41. Our Audit
Committee report provides a summary of our internal control
framework on pages 131 to 133.
A successful company is led by an effective and entrepreneurial board, whose role is to promote the long-term
sustainable success of the company, generating value for shareholders and contributing to wider society.
The board should ensure that the necessary resources, policies and practices are in place for the company to
meet its objectives and measure performance against them.
A
The Board is mindful of its legal obligations to make specific
disclosures under a wide panoply of corporate reporting
regulation. This disclosure is sometimes, necessarily, detailed.
However, wherever possible, the Board strives to ensure that its
governance reporting is outcome driven and where the Board
departs from the Code’s provisions, a full and clear explanation
is provided.
The Board has provided disclosures in this report which consider
the decision-making processes and subsequent outcomes of a
number of Board decisions. These disclosures can be found on
pages 78 and 79. The Remuneration Committee of the Board has
also disclosed the outcomes of the shareholder consultation and
implementation of the Directors’ Remuneration Policy. More details
on these specific outcomes are on page 85 and pages 118 to 121.
In relation to departure from the provisions of the Code, the Board
has reported one non-conformity with a supporting explanation
on page 88.
Governance reporting should focus on board decisions and their outcomes in the context of the company’s
strategy and objectives. Where the board reports on departures from the Code’s provisions, it should provide
a clear explanation.
C
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
88
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Annual Report & Accounts 2025
Strategic Report
2018 UK Corporate Governance Code: application and compliance
Governance
The Board and its committees review workforce policies and
practices on a regular basis. A Group policy framework has been
established and is reported on to the Board on an annual basis,
as well as any updates needed for Group policies. Part of this
review includes ensuring that policies remain aligned to the
Howdens culture and support long-term success.
One example of this is how our Remuneration Committee considers
the pay policies and practices of the wider workforce when
determining Executive reward. More information in this regard
can be found on pages 106 and 113.
All employees are able to raise any matters of concern using the
confidential whistleblowing helpline. The helpline is available 24
hours a day, it is multilingual, and it is operated by an independent
third party. The Board receives reporting from the helpline twice
a year and any matters of significant concern are escalated as
appropriate by the Company Secretary who oversees the helpline
with support from the Internal Audit team.
The board should ensure that workforce policies and practices are consistent with the company’s values and support
its long-term sustainable success. The workforce should be able to raise any matters of concern.
E
Corporate governance report continued
UK Corporate Governance Code: application of Principles continued
Section 2: Division of responsibilities
Section 2: Division of responsibilities continued
Section 3: Composition, succession and evaluation
The Board confirms that Peter Ventress was independent on
appointment when assessed against the circumstances set out in
Provision 10 of the Code. The roles of Chief Executive and Chairman
are not held by the same individual and the Chairman has never
held the position of Chief Executive of the Company. These factors
help ensure that the Chairman demonstrates objective judgement
throughout his tenure.
The Chairman is mindful of his role in facilitating constructive
Board relations and promoting a culture of openness and
debate amongst the Board. This in turn encourages the effective
contribution of all the Non-Executive Directors.
The 2025 external Board evaluation concluded that the Board
was effective, supportive of management and doing well. Further
information about the outcomes and process of the evaluation
may be found on pages 100 and 101.
The Chairman is also mindful of the need for the Directors to
receive information which is accurate, timely and clear. He is
supported in this by the Company Secretary, who ensures the
effective flow of information in a timely manner between the
Board and senior management.
All of the Directors of the Company have access to the advice of
the Company Secretary, who is responsible for advising the Board
on all governance matters.
The Board has implemented a Group policy framework, which is
considered by the Board on an annual basis. Individual policies
and associated practices are considered alongside the framework
review process.
As stated in the Schedule of Matters Reserved for the Board (which
may be found at www.howdenjoinerygroupplc.com/governance/
tor-and-schedule-of-matters), the appointment and removal of the
Company Secretary is a decision for the Board as a whole.
The Nominations Committee engages external search
consultancies when searching for Board position candidates.
Further information about the appointments process is available
on page 99 of the Nominations Committee report and the Board’s
diversity policy is available on page 98.
The Nominations Committee regularly reviews the skills matrix
and the tenure of each Board member (see pages 96 and 99 for
further details). This ensures the Board’s succession plan remains
aligned with the natural rotation of Directors off the Board and the
strategic objectives of the business.
The succession plans for the senior management team are also
regularly considered by the Board.
The Board uses a skills matrix to ensure it has the necessary
combination of skills, experience and knowledge to meet its
strategic objectives, business priorities and to ensure the unique
Howdens culture is maintained. The skills matrix may be found
on page 96. The tenure of each Director can be found on page 71
(Executive Directors) and page 99 (Non-Executive Directors).
The Board has a good balance of new and longer-serving Directors.
As at the year end date, tenures of the Non-Executive Directors
(including the Chairman) range from 12 months to just over
six years, and the average tenure is just under three years.
Details of the 2025 external Board evaluation process and
outcomes may be found on pages 100 and 101.
The specific reasons why the Board considers that each Director’s
contribution is, and continues to be, important to the Company’s
long-term sustainable success may be found on pages 71 to 73.
Reference to the specific reasons and where to find them in the
Annual Report and Accounts will accompany the resolutions
to elect or re-elect Directors in the 2026 AGM Notice. The Board
recommends that shareholders vote in favour of the election or
re-election of all the Directors standing.
At least half of the Board was made up of Independent Non-
Executive Directors (not including the Chairman) throughout
the reporting period. The Non-Executive Directors that the Board
considered to be independent are shown as such on page 70.
The Board confirms that all the Non-Executive Directors (excluding
the Chairman) were independent during the reporting period and
that the Chairman was independent on appointment.
There is a clear division of responsibilities between the leadership
in the organisation. The responsibilities of the Chairman, Chief
Executive, and Senior Independent Director may be found on
the Company’s website (www.howdenjoinerygroupplc.com/
governance/division-of-responsibilities) and the function of the
Board Committees may be found in the respective committee
terms of reference, also available on the Company’s website
(www.howdenjoinerygroupplc.com/governance/tor-and-schedule-
of-matters).
The number of Board meetings which were held during the
reporting period and the attendance at each of these meetings
may be found on page 69. Similarly, the number of meetings
of each Board Committee and the attendance may be found
on the following pages: 95 (Nominations Committee),
102 (Remuneration Committee), 128 (Audit Committee),
and 134 (Sustainability Committee).
When reviewing the Nominations Committee’s recommendation
to appoint a new Director, the Board will always assess whether
the candidate is able to allocate enough time to the role. Similarly,
when assessing the acceptability of an existing Director’s wish
to take on external appointments, the Board will assess the
additional demand on that Director’s time before authorising
the appointment. This occurs within the Board’s agreed existing
The chair leads the board and is responsible for its overall effectiveness in directing the company. They should
demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition,
the chair facilitates constructive board relations and the effective contribution of all non-executive directors, and
ensures that directors receive accurate, timely and clear information.
The board, supported by the company secretary, should ensure that it has the policies, processes, information,
time and resources it needs in order to function effectively and efficiently.
Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an effective
succession plan should be maintained for board and senior management. Both appointments and succession plans
should be based on merit and objective criteria. They should promote diversity, inclusion and equal opportunity.
The board and its committees should have a combination of skills, experience and knowledge. Consideration should
be given to the length of service of the board as a whole and membership regularly refreshed.
Annual evaluation of the board should consider its composition, diversity and how effectively members work together to
achieve objectives. Individual evaluation should demonstrate whether each director continues to contribute effectively.
The board should include an appropriate combination of executive and non-executive (and, in particular, independent
non-executive) directors, such that no one individual or small group of individuals dominates the board’s decision-
making. There should be a clear division of responsibilities between the leadership of the board and the executive
leadership of the company’s business.
Non-executive directors should have sufficient time to meet their board responsibilities. They should provide
constructive challenge, strategic guidance, offer specialist advice and hold management to account.
F
I
J
K
L
G
H
protocol whereby any significant appointments taken on while
serving as a Director of the Company must be approved by the
Board before they are entered into.
This is set out in the Schedule of Matters Reserved for the
Board which may be found on the Company’s website
(www.howdenjoinerygroupplc.com/governance/tor-and-schedule-
of-matters). During the reporting period, no existing Directors
took on additional external listed-company appointments.
Members of the senior management team regularly presented to
the Board (see pages 76 and 77 for a timeline of Board meetings
and information regarding any Executive Committee attendees),
which provided an opportunity for the Board to constructively
challenge and to provide advice to our senior management team.
Information about the management of conflicts between the duties
Directors owe the Company and either their personal interests or other
duties they owe to a third party may be found on pages 129 and 133.
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Governance
By order of the Board
Peter Ventress
Chairman
25 February 2026
Corporate governance report continued
UK Corporate Governance Code: application of Principles continued
Section 4: Audit, risk and internal control Section 5: Remuneration
The Board has established formal and transparent policies and
procedures, which ensure the external auditor and internal audit
function are independent and effective, and are accountable to the
Audit Committee.
The Board also monitored the integrity of the annual and interim
financial statements of the Company through the Audit Committee.
Further information about the work of the Audit Committee,
including the subjects above, may be found in the Audit Committee
report, which begins on page 126.
The way the Remuneration Committee has ensured our remuneration policies and practices are aligned with our culture, our strategy,
our KPIs and risk management is discussed in the Remuneration Committee report, which starts on page 102
A statement regarding the Directors’ responsibility for preparing the Annual Report and Accounts, and the Directors’ assessment of the
Annual Report and Accounts, taken as a whole, as being fair, balanced and understandable, and providing the necessary information
for shareholders to assess the Company’s position, performance, business model and strategy, can be found in the Strategic Report
beginning on page 1.
The Remuneration Committee has delegated responsibility
for setting the Executive Directors’ remuneration under the
shareholder-approved Directors’ Remuneration Policy (the full
policy is set out at www.howdenjoinerygroupplc.com/governance/
remuneration-policy). The Remuneration Committee also has
delegated responsibility for setting the Chair of the Board’s
remuneration and the remuneration of senior management
(i.e. the members of the Executive Committee, the Company
Secretary and the Director of Risk and Assurance). No Director
is able to determine their own remuneration outcome.
The Remuneration Committee reviews workforce remuneration
and related policies when setting Executive Director remuneration.
Ensuring these factors are always considered means our
remuneration policies are clear and as predictable as possible.
Further information can be found in the Remuneration Committee
report, which starts on page 102.
The Board is responsible for the Group’s systems of internal control
and risk management, and for reviewing their effectiveness.
The Board is assisted with these responsibilities by the Audit
Committee. Such a system is designed to manage rather than
eliminate the risks of failure to achieve business objectives, as
well as to help the business take appropriate opportunities. The
Board has conducted reviews of the effectiveness of the system
of internal controls through the processes described within the
‘Risk management’ section (see pages 36 to 41) and is satisfied
that it accords with the Code and with the Guidance on Risk
Management, Internal Control, and Related Financial and Business
Reporting. As described in the Audit Committee report on page
132, the management team continued to strengthen our overall
control framework.
This work to further enhance internal controls will lead to better
assurance and efficiencies through opportunities to formalise
and automate controls and improve visibility to the Executive
Committee, Audit Committee and Board in a consistent way
across the Group.
The assessment of the principal and emerging risks, the
uncertainties facing the Group, and the ongoing process for
identifying, evaluating and managing the significant risks faced
by the Group is set out in the ‘Risk management’ section (see
pages 36 to 41). The Board confirms that it has conducted a robust
assessment of the principal and emerging risks.
The Remuneration Committee membership is made up of only
independent Non-Executive Directors.
Details of whether the Remuneration Committee exercised
its discretion during the year can be found in the Annual
Remuneration Committee Chair’s Statement (pages 104 to 106).
The board should establish formal and transparent policies and procedures to ensure the independence and effectiveness
of internal and external audit functions and satisfy itself on the integrity of financial and narrative statements.
Remuneration policies and practices should be designed to support strategy and promote long-term sustainable
success. Executive remuneration should be aligned to company purpose and values, and be clearly linked to the
successful delivery of the company’s long-term strategy.
The board should present a fair, balanced and understandable assessment of the company’s position and prospects.
A formal and transparent procedure for developing policy on executive remuneration and determining director
and senior management remuneration should be established. No director should be involved in deciding their own
remuneration outcome.
The board should establish procedures to manage risk, oversee the internal control framework, and determine the nature
and extent of the principal risks the company is willing to take in order to achieve its long-term strategic objectives.
Directors should exercise independent judgement and discretion when authorising remuneration outcomes,
taking account of company and individual performance, and wider circumstances.
M P
N
Q
O
R
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Howdens
1
55.5%
females:
Male Female
females:
19%
FTSE 100
2
Director
positions
40
50
70
60
30
10
20
0
61.0
years
60.7
FTSE 100
2
44.4%
females:
GovernanceGovernance
Board and Committee
evaluation in2025
Key Committee activities
in2025
Key information ata glance
Committee meeting
• Nomination Committee evaluation process
and outcomes
• Executive Committee and senior management
succession update
• Board recommendations for AGM elections
• Boardroom Diversity Policy approval
Non-Executive Director appointment
• Tim Lodge
Nominations
Committee report
Board gender diversity
Board ethnicity
1 Figures correct as at 27 December 2025.
2 Figures derived from the FTSE Women Leaders Review
(published February 2026).
February
Board average age
January
1 Figures correct as at 27 December 2025.
2 Figures derived from the 2025 UK Spencer Stuart Board Index.
Non-Executive Director retirement
• Andrew Cripps
Executive Director (CFO) appointment
• Jackie Callaway
Committee meeting
• Non-Executive Director succession, including
consideration of diversity, tenure and skills matrix
• Executive succession planning and talent
management
• Externally facilitated Board evaluation approval
• Review of Board Diversity Policy
• 2026 Nominations Committee calendar
• Nominations Committee Terms of Reference
May
June
September
1 Figures correct as at 27 December 2025.
2 Figures derived from the March 2025 Parker Review update
'Improving the Ethnic Diversity of UK Business'.
No ethnic minority representation
Ethnic minority representation
Peter Ventress
Nominations Committee Chair
Introduction
I am pleased to present the Howden Joinery Group Plc
Nominations Committee report for 2025. This report is
divided into the following sections:
1. Key information ataglance
2. Activities of the Committee in 2025 and
keyactivities in the year ahead
3. Composition and diversity
4. Succession
5. Evaluation
The Nominations Committee has been progressing a
phased transition on Board succession and is pleased
with the balance of gender, skills, experience, and
background that the Board and its Committees now
have. We have moved forward in terms of diversity of
ethnicity but continue to keep our targets under review.
I look forward to answering any questions on the work
of the Nominations Committee from shareholders at
the AGM in May.
Peter Ventress
Nominations Committee Chair
• The Committee to recommend the election and
re-election of all current Directors at the AGM on
7 May 2026.
• Executive Committee and senior management
succession and talent planning.
• The Committee will undertake its review of skills,
composition and size of the Board.
• Review of the Boardroom Diversity Policy.
• Board external evaluation planning.
• Review of the Committee’s Terms of Reference.
Areas of focus:
• Role and operations of the Committee
• Composition
• Leadership
• Process and procedures
Methodology:
See page 100.
Outcomes:
• Review Non-Executive Director engagement with
the business, to provide more insight on culture
and operations.
• Review committee composition and cadence,
to enable deeper topic exploration.
• Re-energise the Nominations Committee remit,
centred on senior leadership pipeline and long-term
skills planning.
• Build on strong management information control
and assurance, to further enhance decision-making.
• Further strengthening of Board-level capability in
emerging risk areas, including cyber, technology
and AI.
Top 150 FTSE companies
2
Howdens
1
Howdens
1
Director
positions
11%
Peter Ventress (2/2)
Andrew Cripps (1/1) Retired 1 May 2025
Roisin Currie (2/2)
Louis Eperjesi (2/2)
Louise Fowler (2/2)
Tim Lodge (2/2)
Vanda Murray (2/2)
Suzy Neubert (2/2)
Committee meeting
attendance in2025
Key Committee activities
inthe year ahead
Financial Statements
Additional Information Governance
95
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Howden Joinery Group Plc
Annual Report & Accounts 2025
94
Governance
Nominations Committee report continued
Composition
Non-Executive Directors skills matrix
The Nominations Committee used a skills matrix when assessing its Non-Executive Director succession plans. The matrix
highlights where the skills and experience of our Non-Executive Directors are particularly strong, where there are opportunities
to further grow the Board’s collective knowledge, and to inform the Board’s future composition as Non-Executive Directors
naturally rotate off the Board. The information below is correct at 25 February 2026.
High
Importance
Medium
Diversity
Board and Executive Committee diversity
UK Listing Rule (UKLR) 6.6.6R(9) requires that a company state whether it has met certain targets on diversity. These targets and
whether the Company has met them as at the reference date
1
of 26 December 2025 are set out below. The Board confirms that
no changes to the membership of the Board have occurred between the reference date and 25 February 2026 that have affected
the Company’s ability to meet one or more of the targets.
Target:
(i) At least 40% of the individuals
on the Board of Directors are
women.
(ii) At least one of the following senior
positions on the Board of Directors is held
by a woman: (a) the Chair; (b) the Chief
Executive; (c) the Senior Independent
Director; or (d) the Chief Financial Officer.
(iii) At least one individual on the
Board of Directors is from a
minority ethnic background.
Has the target
been met by the
Company?
The Company has met target (i).
The Board is made up of 56%
women at the reference date.
The Company has met target (ii) with both
the Chief Financial Officer and Senior
Independent Director being female.
The Company has met target (iii).
Suzy Neubert is from an ethnic
minority background.
The data below is presented in accordance with UKLR 6.6.6R(10). The applicable reference date
1
for this data is 27 December 2025.
To collect this data, the Company asked members of the Board and Executive Management
2
to complete a confidential and
anonymous online survey.
Gender identity or sex:
Board Members Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Executive Management
2
Number Percentage Number Percentage
Men 4 44.4% 2 7 100%
Women 5 55.6% 2 0 –
Not specified/prefer not to say – – – – –
Ethnic background:
Board Members Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Executive Management
2
Number Percentage Number Percentage
White British or other White
(including minority white groups) 8 88.9% 4 7 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/
Black British 1 11.1% – – –
Other ethnic group, inc. Arab – – – – –
Not specified/prefer not to say – – – – –
1 The reference date follows the Company’s year end date. The Company operates a financial reporting calendar of 13 periods and therefore the year end date will
change year-on-year.
2 'Executive Management' means members of the Executive Committee (not including the Executive Directors) and the Company Secretary.
Skills and experience Importance
Number of Non-Executive Directors
Direct experience Indirect experience
Industry/Sector
Business-to-business
H
6 1
Manufacturing
H
5 1
Logistics, distribution and supply chain management
H
4 3
Consumer goods
H
5 1
Geographic exposure
UK
H
7 0
Europe
M
5 1
Governance
UK listed companies
H
7 0
Company chair experience
M
3 1
Remuneration Committee chair experience
M
3 3
Audit Committee chair experience
M
2 3
Senior independent director experience
M
5 0
Policy development
M
6 1
Technical
Accounting and Finance
H
2 4
Audit
H
2 3
Executive management
H
7 0
Risk management
H
6 1
HR/Remuneration
M
3 4
E-commerce
M
2 4
Marketing
M
5 1
IT/Cyber security
H
0 5
Legal
M
1 3
Howdens-specific considerations
Vertical integration
H
5 1
Multisite depot operation
H
2 3
HM
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Non-Executive tenure as at 27 December 2025
8 976543210
Louis Eperjesi
Tim Lodge
Peter Ventress
Suzy Neubert
Roisin Currie
Vanda Murray
Years
Louise Fowler
Key
Expired portion of first term Expired portion of second term
Expired portion of third term
Period remaining of current letter of appointment
01/11/2028
01/07/2028
01/07/2028
01/07/2027
01/07/2027
01/01/2028
01/06/2026
Governance
Boardroom Diversity Policy
The Board recognises the importance of ensuring that
there is diversity of perspective, background, and
approach in its management team and on its Board. Since
the business was established in 1995, it has sought to
enable individuals to progress within the organisation
regardless of age, gender, socio-economic background,
sexual orientation, disability, or formal qualifications.
We believe that it is in the interests of the business and of
its shareholders for us to build a Board whose membership
is diverse in perspective and experience, as this facilitates
better decision-making. We are also mindful of the outputs
and recommendations from both the Parker Review and the
FTSE Women Leaders Review when making appointments
to the Board. The Board will target having at least one
member from an ethnic minority, maintain a minimum
female membership of 40% and have at least one woman
director for one of the ‘Big 4’ roles (those being Senior
Independent Director, Chair, CEO, and CFO) at all times.
The Nominations Committee will continue to seek diversity
of mindset as well as of gender, race, ethnicity, and
socio-economic background when considering new
appointments, and it will continue to review this policy on an
annual basis to ensure it remains appropriate. This policy
shall also apply to each of the Audit, Nominations, and
Remuneration Committees of the Board and we will ensure
that at least 40% of members of each of these committees
are female. More widely, we are committed to developing
a long-term pipeline of executive talent that reflects the
diversity of Howdens’ business and its stakeholders.
As at 27 December 2025, 55.6% of Board members were
women, the CFO and Senior Independent Director positions
were held by women and one member of the Board from an
ethnic minority group.
Composition continued Succession
An integral part of the work of the Nominations Committee is to establish and maintain a stable leadership framework and to
proactively manage changes and their impacts on the future leadership needs of the Company, in terms of both Executive
and Non-Executive leadership. Ensuring the correct leaders are in place enables the organisation to compete effectively in the
marketplace and therefore to meet its various obligations to its stakeholders.
As detailed in the rest of the report, the Nominations Committee has managed succession programmes for both the Board and
senior management, which have ensured that the necessary skills, expertise and experience are present in the leadership
of theorganisation. The chart below shows the tenure of our Non-Executive Directors and the unexpired term of their service
contracts, notwithstanding that all members of the Board stand for re-election by shareholders at each annual general meeting.
Board succession
The Nominations Committee regularly reviews the skills and
expertise that are present on the Board and compares these
to the expertise that it believes are required given the strategy,
business priorities and culture of the organisation.
Since Howdens began trading in 1995, its core strategy has
remained largely unchanged. The market, the size, and the
stage of maturity of our organisation, however, have changed,
and so our Board has needed to evolve through sensible and
well-managed succession planning that does not compromise
the stability of the Board.
Retirement
During the year, Andrew Cripps retired from the Board at the
Annual General Meeting (AGM) in May 2025. He was succeeded
in his role as Audit Committee Chair by Tim Lodge and of his
Senior Independent Director duties by Vanda Murray.
Appointment
During the year, the Nominations Committee considered the
appointment of Jackie Callaway to the Board. Tim Lodge was
appointed to the Board in January 2025 and his appointment
and induction was reported in the 2024 Nominations
Committee report.
When making appointments to the Board, the directors consider
the recommendation of the Nominations Committee. In all cases,
an external search agency is used and they have regard to the
skills matrix (on page 96) to identify opportunities to build on
the current skill set of the Board. Longlisting and shortlisting
processes are undertaken by the Nominations Committee and
preferred candidates meet with all existing members of the
Board and selected board advisors where appropriate.
Inductions
As reported in the Nominations Committee report in 2024,
we provide tailored induction programmes for all new
Non-Executive Directors who join the Howdens Board. These
programmes include meeting key senior managers (such
as members of the Executive Committee, the Director of
Investor Relations, and Director of Risk and Assurance) and
key advisors to the Company (such as the Board’s pension
advisors and external audit partner).
During 2025, Jackie Callaway was appointed CFO. As an
Executive Director who was appointed externally, Jackie
undertook an extensive programme of visits, meetings and
hands-on training to introduce her in all aspects of Howdens’
business and its unique culture. This included working in
the Lakeside depot to understand firsthand how Howdens
maintains its trusted relationships with its local builder
customers and its differentiated service offering to the trade.
Jackie spent time with the manufacturing and logistics teams
to learn about the complexities of the operation and the
commercial benefits of Howdens’ vertical integration. She has
visited the Group’s international operations and spent time
with all of the Group’s support functions.
To provide an external viewpoint on Howdens, Jackie met
with the external advisors to the Board during her induction
programme, such as the external auditor and pensions
advisors. Meetings were arranged with analysts and brokers
who provided their views on the Howdens equity story.
Throughout her induction, Jackie has built relationships with
internal and external stakeholders, and built the foundations
for her future leadership.
Group Diversity Policy
We want Howdens to be a place where everyone is
welcomed and has the opportunity to thrive, being
Worthwhile for ALL concerned. We’re committed to
encouraging diversity, inclusion and equality amongst
our workforce and to eliminating unlawful discrimination.
We value the difference a diverse workforce brings and
want each employee to be respected, able to be themself
and give their best. Howdens will aim to:
• Create a working environment free of bullying,
harassment, victimisation and unlawful discrimination,
promoting dignity and respect for all, and where
individual differences and the contributions of all workers
are recognised and valued regardless of background.
• Seek to ensure that no one is unlawfully discriminated
against or harassed inside or outside the workplace
(when dealing with customers, suppliers or other
business contacts or when wearing Howdens branded
clothing) and on work-related trips or events, including
social events.
• Encourage equality, diversity, and inclusion in the
workplace by providing training opportunities, booklets
and toolkits and facilitating open conversations.
• Take seriously complaints of bullying, harassment,
victimisation and unlawful discrimination by employees
and other workers, customers, suppliers, visitors, the public
and any others during the organisation’s work activities.
• Make opportunities for training, development and
progress available to all staff, who will be helped and
encouraged to develop to their full potential, so their
talents and resources can be fully utilised to maximise
the efficiency of the organisation.
• Make decisions concerning employees based on merit,
apart from those limited exemptions and exceptions set
out under the Equality Act 2010.
• Ensure recruitment practices are fair and transparent
and regularly updated to reflect changes in the law.
• Monitor the make-up of the workforce regarding
information such as age, sex, ethnic background, sexual
orientation, religion, or belief, so that we continue to meet
the aims and commitments set out in this policy.
Nominations Committee report continued
Group gender diversity
The Nominations Committee reviews the gender statistics shown in the table below. Where other data is available, this is
presented to the Committee in order to determine whether there are any implicit diversity issues. The reference date for the data
below is 27 December 2025.
Board of Directors Senior Management
1
Grades 1 to 3
2
Group
3
Number % Number % Number % Number %
Men 4 44.4% 7 100% 144 75% 8,069 70%
Women 5 55.6% 0
– 47 25% 3,536 30%
1 Members of the Executive Committee, excluding Executive Directors and including the Company Secretary.
2 These are generally the direct reports of Senior Management and includes Grades 1 to 3 equivalents.
3 Calculated on an individual basis, not on an FTE basis. Includes UK, France, Belgium, the Republic of Ireland, the Isle of Man, Jersey, and Guernsey.
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Strategic Report
Governance
Directorship
Leadership
Assurance
Management
Directorship, leadership, management and
assurance (DLMA) framework
Governance
Evaluation
Nominations Committee report continued
In line with the Board’s policy to undertake an external Board effectiveness review every three years, and following the 2023 and
2024 reviews which were undertaken internally using the BoardClic platform, the 2025 Board evaluation was conducted by
Grant Thornton1, an external third-party consultant. The methodology for the evaluation is set out below but the process utilised
the BoardClic platform used previously. The platform allows collation of iterative, quantitative data on the Board’s perceptions
of its priorities, strategic objectives, and leadership, as well as governance structures and process, and also enables the
Committee to benchmark its review data against other boards.
1 Grant Thornton do not have any other business relationship with the Company or with any member of the Board.
Methodology
The process is outlined below:
• The review of the Howdens Board was conducted following briefings from the Chair, CEO and Company Secretary.
• Observation of the Board and Committee meetings on 5 November and 6 November 2025.
• Interviews were conducted with all members of the Board and the Company Secretary to consider their views.
• Surveys were conducted with all Board members using the BoardClic platform. The Company had used this platform for its last
two internal evaluation reviews and the results were viewed in the context over the three-year cycle.
• The conclusions of the evaluation, including the observations and recommendations, were presented to the Chairman.
• The detailed report and main observations were presented to the Board in February 2026 by the Chairman.
The performance of the Howdens Board was assessed through the lenses of directorship, leadership, management and
assurance (DLMA), as well as Board dynamics and governance. Alignment with the UK Corporate Governance Code 2024
and the Companies Act 2006 (Sections 171–177) was also considered.
Evaluation conclusions
The evaluation concluded that the Howdens Board continues
to operate from a position of strength, showing high levels
of effectiveness, cohesion and commitment. It maintains a
clear connection to Howdens’ entrepreneurial culture and
operationally geared model, providing strong oversight and
stewardship through recent changes. The Chair and CEO work
well in partnership and are highly respected which underpins
high-quality Board discussion and dynamics.
Interviews and observations with the Board indicated that
there was an opportunity to deepen long-term strategic
discussion and extend the horizon beyond a five-year plan.
This was not regarded as a capability issue, but an opportunity
to create more defined space and focus in the Board’s agenda
and monitoring.
The Howdens Board was considered in a healthy short- to
medium-term balance within the DLMA model, with particular
strength in Management and Assurance, and strong Executive
Leadership. It was also concluded that it was highly effective
in stewarding near-term strategy while maintaining robust
control without constraining entrepreneurial culture.
Recommended areas for development
and actions going forward
Following the review, the Board will:
• Review Non-Executive Director engagement with
the business, to provide more insight on culture
and operations.
• Review committee composition and cadence, to enable
deeper topic exploration.
• Re-energise the Nominations Committee remit, centred
on senior leadership pipeline and long-term skills planning.
• Build on strong management information control and
assurance, to further enhance decision-making.
• Further strengthening of Board-level capability in
emerging risk areas, including cyber, technology and AI.
Influence on Board composition
There were no matters arising from the evaluation which will
influence the composition of the Board in the short term.
By order of the Board
Peter Ventress
Nominations Committee Chair
25 February 2026
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Strategic Report
Governance
Using this report
We have sought to make our Remuneration Committee
report as straightforward to access as possible. The
content of the report is governed by various legislation
and listed company disclosure requirements and, on
occasion, this results in duplication of information. We
have tried to reduce this wherever possible and present
the information in an accessible and more intuitive way.
The report is split into threesections:
1. This Committee Chair’s Statement
2. The Directors’ Remuneration Policy (summary)
3. The Directors’ Remuneration Report
Part 1 Company performance and
stakeholder experience
Part 2 Application of policy in 2025
Part 3 Implementation of policy in 2026
Part 4 Additional disclosures
We believe that this format clearly differentiates each
of the relevant sections of the Remuneration Committee
report, directs users to the sections relevant to their
use, and is also fully compliant with allapplicable rules.
Throughout this report, items shown in dark blue relate
to fixed elements of remuneration (base pay, benefits,
pension) and items shown in light blue are related to
variable elements of pay (such as bonuses and
long-term incentives).
Remuneration
Committee report
Vanda Murray OBE
Remuneration Committee Chair
1 Tim was unable to attend the January meeting due to commitments
entered into before his appointment. He was provided with all the
Committee papers ahead of the meeting and provided his feedback to
theCommittee Chair and Company Secretary.
• Governance updates from advisors.
• Performance updates on in-flight awards.
• Agree fees for Chair of the Board.
• Review active Group pension benefits.
• Agree 2026 annual bonus and LTIP targets.
• Review of the Remuneration Committee Terms
ofReference.
• Approval of the 2027 Remuneration Committee calendar.
• Planning for 2027 incentives (taking into account
risk and other matters).
Areas of focus:
• Role and operations
• Composition
• Leadership
• Process and procedures
Methodology:
See page 100 of the Nominations Committee report.
Outcomes:
The Remuneration Committee evaluation showed that
the Committee is efficient and covering expected issues.
It operates in an inclusive manner and is well-facilitated,
with strong NED engagement. There is informed
discussion and effective Chair leadership that balances
efficiency with challenge. Meetings are handled in a very
time-efficient manner and the Remuneration Committee
Chair is widely credited for recent improvements.
Key Committee activities
inthe year ahead
Committee evaluation in 2025
Vanda Murray (5/5)
Andrew Cripps (3/3) Retired 1 May 2025
Roisin Currie (5/5)
Louis Eperjesi (5/5)
Louise Fowler (5/5)
Tim Lodge (4/5)
1
Appointed 1 January 2025
Suzy Neubert (5/5)
Committee meeting
attendance in2025
Committee meeting
• Performance update on in-flight variable
incentive awards
• Governance update
• Approval of Executive Committee Remuneration
Policy (excluding Executive Directors)
Share award grants
• SIP Free Shares grant to all eligible UK and
Isle of Man employees
• PSP grant to newly recruited Executive Committee
members (including CFO)
Committee meeting
• Feedback from the 2024 Remuneration Committee
effectiveness evaluation
• Consideration of preliminary 2024 annual bonus
andlong-term incentive outcomes
• Update on Group pension benefits
• Shareholder feedback received in respect of the
consultation on the draft Directors’ RemunerationPolicy
Share award grant
• Replacement share awards made to incoming
seniormanagers
January July
Committee meeting
• Performance update on in-flight variable
incentive awards
• Risk and rewards consideration
• 2026 remuneration planning and review of LTIP
measures
• Governance update
• 2026 Remuneration Committee calendar
• Review of Committee’s Terms of Reference
November
Committee meeting
• Performance update on in-flight variable incentive
awards
AGM
• Directors’ Remuneration Policy approved by
shareholders
• 2024 Directors’ Remuneration Report approved by
shareholders
May
2025 Remuneration Committee activity
Committee meeting
• Governance update
• Annual bonus and long-term incentive outcomes for
awards vesting in 2025
• 2025 incentives considerations (including workforce
reward, shareholder alignment, CEO pay ratio and
gender pay gap)
• Approval of 2025 annual bonus and PSP measures
and targets
• 2025 share awards planning
• Approval of the Directors’ Remuneration Policy
• Draft 2024 Directors’ Remuneration Report
• Post-vest holding period for leavers
• Agreement of Chairman’s fee
February
Governance
Share award grant
• PSP grant to Executive Committee members
(including Executive Directors)
May
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Howden Joinery Group Plc
Annual Report & Accounts 2025
102
Remuneration Committee report
Governance
Remuneration Committee report continued
I am pleased to present the Howden Joinery Group Plc
Remuneration Committee report for 2025. The report has
been prepared in compliance with the requirements of the
Large and Medium-sized Companies and Groups Regulations
2013 and incorporates changes made under the updated EU
Shareholder Rights Directive (SRD II).
2025 was another busy but successful year for the
Remuneration Committee. As reported in our 2024 Committee
report, we had become concerned that a disconnect had
developed between the remuneration experience of our CEO
and CFO and the overall shareholder experience in recent years.
In 2025 we took the necessary steps to address that disconnect
and I was pleased with the high levels of shareholder support
we received for both the 2024 Remuneration Committee
Report and the updated Directors’ Remuneration Policy at the
AGM in May. I would like to thank all our shareholders who took
part in the consultation process during 2024 and 2025. This
engagement was invaluable in ensuring that Howdens has a
total remuneration package in place for our top talent which
provides reward outcomes commensurate to performance. I am
confident that we now have a reward framework in place which is
sufficiently stretching and supports our ambitious growth plans.
I would also like to take this opportunity to thank all members
of the Committee for their support during the year and to Korn
Ferry, our Committee advisors, who continue to update and
support the Committee with its endeavours.
2025 reward outcomes
2025 saw strong performance from Howdens in challenging
market conditions.
Management delivered profits that were in line with market
expectations and the Company continued to invest in strategic
initiatives, which included depot openings and refurbishments,
investment in the international business and the purchase of the
Runcorn manufacturing site. Our increased market share and
investment in strategic initiatives means that Howdens is well
placed to take advantage of any market opportunities that arise.
During the year, the Committee received updates on the wider
employee benefit landscape, including on the Group pension
scheme and Howdens’ gender pay gap. The Gender Pay Gap
Report can be found on www.howdenjoinerygroupplc.com/
governance/gender-pay-gap-reports.
It was not necessary or appropriate to invoke any malus or
clawback provisions during the reporting period.
Annual bonus
Consistent with prior years, the 2025 annual bonus
performance was based on the delivery of both profit and
cash flow targets.
2025 followed a similar trading pattern to prior years, with
the kitchen market contracting more than had been forecast
when the budget was agreed with management. Despite
this, PBT performance has resulted in an above target level
of achievement across bonus plans for Executive Directors
and across the Company more widely where employees are
incentivised on Group performance.
Cash flow performance remained robust and demonstrated
the continued focus of management on this key measure. The
cash flow outturn was above the maximum outperformance
target for this measure, resulting in a bonus of 15% of the
maximum annual bonus opportunity being achieved.
This strong performance meant that a total annual bonus
of 100% of the maximum annual bonus opportunity for our
Executive Directors was earned. Further details of the annual
bonus outturn for 2025 can be found on page 115.
Performance Share Plan (PSP)
The 2023 PSP was based on the delivery of both a three-year
adjusted PBT growth measure, relative total shareholder
returns (TSR), return on capital employed (ROCE) and
environmental (ESG) measures. The weightings for the four
performance measures were 60% PBT, 20% TSR, 10% ROCE
and 10% ESG. This was the first PSP award which included
ROCE and ESG measures as part of a broader basket of
incentive measures. The 2023 PSP performance was
measured to FY 2025. In aggregate, the 2023 PSP will vest
at 98.4% of the maximum opportunity.
PBT (60% of total award)
The calculation of adjusted PBT excludes any costs or
income that the Remuneration Committee assesses to be
exceptional in nature so that the vesting outcome results
in a fair reflection of the performance achieved over the
period. The full year 2025 PBT target range was determined
by the Committee with reference to a combination of analyst
consensus estimates, internal forecasts and long-term
strategic goals and was a change from the automatic use
of the prior year PBT figure as the base for targets for the
following year.
Over the three-year period, adjusted PBT increased by 6.9%
per annum, which equated to vesting at 100% of the total
opportunity for this measure. In considering this outcome,
the Committee noted specific expenditure that was incurred
during the performance period as well as costs which were
outside of management’s control. These costs and the
expenditure that was invested in driving future growth and
profitability rather than into 2025 PBT was excluded from the
PBT figure for the purposes of the PSP.
TSR (20% of total award)
To determine TSR performance, Howdens was ranked against
a comparator group of similar sized companies, those being
50 above and 50 below Howdens by market capitalisation in
the FTSE All Share index at or shortly before the start of the
performance period (excluding Investment Trusts). There is
zero payout for below median performance and threshold
vests at 15% of the maximum opportunity at median. 100%
of the opportunity is paid out when performance is equal
to or more than upper quartile performance and there is
straight-line vesting between the threshold and maximum
opportunities. Howdens’ TSR performance during the
three-year period equated to vesting at 91.9% of the total
opportunity for this measure.
Annual Remuneration Committee Chair’s Statement
ROCE (10% of total award)
The ROCE measure was calculated by dividing the Group
operating profit by the average capital employed under
management’s control, expressed as a percentage. The
capital employed will include investments in assets, working
capital and related balances but will exclude balances that
relate to historic or long-term financing or are outside the
control of current management. A performance target of 25%
was set by the Committee with 15% of the maximum value
of the award vesting at this point. At 30% the award vests
at 100% of the maximum value and straight-line vesting is
applied between these points. Performance outturn below
25% results in the award lapsing in full.
Over the three-year period, ROCE outturn was 36%, which
equated to vesting at 100% of the total opportunity for this
measure.
ESG (10% of total award)
The ESG measure included three separate carbon emission
targets and an underpin related to waste from UK operations.
The three carbon emission measures were:
i) Year-on-year cumulative average Scopes 1 and 2 carbon
emissions reduction, based on tCO
2
e per £m (carbon
intensity ratio).
ii) Fleet emissions reduction from UK primary fleet, based
on CO
2
KG/km.
iii) Achieving carbon neutral status (or equivalent) across
manufacturing sites by maintaining certified carbon
neutrality or, in newly acquired sites, achieving certified
carbon neutrality.
Each of the three emissions measures accounted for one
third each of the total award available.
During the performance period, the Group successfully
improved its carbon intensity ratio by an average 11.7% per
annum and reduced fleet emissions from its UK primary
fleet by 23%. This was ahead of the maximum targets for
these measures of 4.2% and 15%, respectively. The Group
also achieved equivalent carbon neutral status across all
manufacturing sites. This strong performance equated to
vesting at 100% of the total opportunity for this measure.
The Group also achieved a target of a minimum average over
three years of 99% waste avoiding landfill across UK operations
which meant that it was not appropriate for the Committee to
apply a downward modifier to the outcome under this measure.
2026 reward and incentives
Salary
The salary increase for Andrew Livingston, CEO, will be 5% in
2026. This reflects Andrew’s experience and performance
leading the Howdens business. In determining this increase,
the Committee had regard to the increase awarded to the
wider workforce. The additional performance increase of
2% was awarded as a result of Andrew’s strong leadership
of the business in the year and was cross checked against
external benchmarking of similar sized companies.
The Committee also felt that it was important that the CEO’s
base pay did not fall behind market again. The business has
continued to perform extremely well in what continues to be a
challenging environment, with changes made to strengthen
the management team and continued long term investment
in product range, our depots and production facilities. Jackie
Callaway, CFO, will receive a 3% salary increase which is in
line with the wider workforce. These increases will be effective
from 1 April 2026 which is also aligned to increases for the
wider workforce.
The Committee continues to review the Executive Director
remuneration packages annually against companies that
operate in the same or similar sectors to Howdens and
companies of a similar size and complexity.
Annual bonus
The Committee has maintained the annual bonus opportunity
of 200% of base salary for Executive Directors. The Committee
believes that this remains appropriate having reviewed
the position with reference to market data for companies
that operate in the same or similar industries and UK listed
companies of a similar size and complexity.
For the 2026 annual bonus, we replicated the tried and tested
methodology of PBT and cash flow measures used in the 2025
annual bonus. The measures retain their previous weighting:
PBT represents 85% of maximum opportunity and cash flow
represents 15% of maximum opportunity. This maintains the
focus on profit in incentives and alignment with our depot
teams, while maintaining a healthy stretch between ‘target’
and ‘maximum’ bonus levels to ensure strong shareholder
alignment. These targets will be disclosed in the 2026 Annual
Report and Accounts.
PSP
In 2025, the Committee introduced strategic performance
measures to complement the existing measure set of PBT,
TSR, ROCE and a basket of complementary environmental
measures. These measures and their respective weightings
(60% PBT, 10% each for TSR, ROCE, ESG and strategic
measures) for the 2026 award. The Committee believes
that these measures and their respective weightings are
appropriate for the 2026 PSP award, but this will be kept
under review by the Committee in future years.
The strategic performance measures remain based on the
achievement of quantifiable targets over the three-year
performance period and include international sales growth
and vertical integration (as a % of product sales that are
manufactured in-house). The strategic measure used in
2025 of the percentage of sales generated from new product
initiatives has been updated with a vitality measure which
includes new product innovation but also the growth of our
Click & Collect service.
The Committee have decided to make these changes to
incentivise management to ensure strong returns on the new
products being brought to market and ensuring there is also
sufficient focus on delivering growth from our core product
portfolio. The weighting for each strategic measure remains
3.3% of the total award.
Financial Statements
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Annual Report & Accounts 2025
Strategic Report
Governance
Remuneration Committee report continued
Annual Remuneration Committee Chair’s Statement continued
The Committee considered the impact on the weighting of
financial and non-financial measures when selecting the
new strategic measures. The metrics used are either entirely
financial or based heavily on financial information and
therefore the Committee is satisfied that the weighting of
financial measures remains comfortably above the Policy
minimum of 75% financial measures for the PSP.
As agreed by shareholders at the 2025 AGM, the maximum
long-term incentive opportunity for the Executive Directors
has increased to 300% of salary. For the 2026 PSP award,
the CEO will receive a maximum award equivalent to 300%
of salary and the CFO will receive an award of 250% of salary.
This increase of 15% of salary reflects the performance of
both individuals and the Group in 2025.
Performance targets for the 2026 PSP are set out on
pages 120 and 121 of this report.
Board Chair and NED fees
The Committee has reviewed the Board Chair’s fee and,
reflecting on his time commitment to the business, felt that
a below lower quartile level against similarly sized listed
companies was not appropriate. Compared to a group of 40
companies with market capitalisations averaged over the
whole of 2025, whose median equalled Howdens’, his fee was
below the lower quartile level of £355,000. His fee has been
increased to £411,000, which is a 20% increase and moves it
to 6% above the median level.
The Board (excluding the NEDs) has reviewed the fees payable
to NEDs and, also reflecting on their time commitment to
the business, decided that their base fee should increase to
£82,000 (a 15% increase) and the SID and Committee Chair
fees should increase to £22,000 each.
The Board Chair and NEDs have all agreed that the cash from
this increase in their fees (net of income tax and national
insurance deductions) will be used each year going forward
to purchase shares in the Company, which they intend to
retain whilst they remain on the Board. This programme of
regular share purchases will further align their interests with
shareholders over the longer term.
Senior management and the
wider workforce
In addition to the Executive Directors, the Remuneration
Committee also sets remuneration for senior management.
We classify ‘senior management’ as members of the
Executive Committee (excluding Executive Directors), the
Company Secretary, and the Director of Risk and Assurance.
During the year, the Committee reviewed and approved an
updated Executive Committee Remuneration Policy which
applies to members of the Executive Committee who are not
Executive Directors. The Committee agreed that the share
ownership requirement for this cohort be increased to 200%
of salary, following the increased requirement of 300% for
Executive Directors.
The Committee also received updates on all-employee
remuneration policies to provide the context for, and
to ensure alignment with Executive remuneration. The
Committee considers a dashboard of measures and metrics
based on the requirements of Provision 33 of the UK Corporate
Governance Code (and supporting guidance). This is intended
to showcase some of the key internal and external measures
that the Committee consider when determining Executive
Director and senior management remuneration (further detail
on the dashboard may be found on page 113).
The Committee did not consult with the wider workforce
on Executive Director pay arrangements in 2025 (as in
previous years). The Committee has safeguards in place
(as considered in this report), which ensure good alignment
on remuneration across the organisation. All UK employees
with shares in the Share Incentive Plan (SIP) (which is the
significant majority of employees as SIP free shares have
been granted to all UK employees since 2015) have a de
facto say on Executive Director pay at general meetings.
We are satisfied there remains strong alignment between
Executive remuneration and that of the wider workforce due
to Howdens’ unique incentive culture across all roles and,
when setting Executive pay, the Committee has regard to
factors including wider workforce pay, CEO and gender pay
gap ratios, and the experience of our shareholders.
The Committee considers that the policy has operated as
intended in terms of pay for performance for 2025.
Board changes
Jackie Callaway joined as our CFO on 2 June 2025 and
received remuneration in line with our Policy, a summary
of which begins on page 107. Her salary was £525,000 on
appointment, which was 1.9% higher than Paul Hayes’ salary.
Paul Hayes retired from the Board at the end of May 2025. He
will retire from the Group in April 2026 and remains available
until then, but receives only salary, benefits, and allowances.
Paul did not earn any bonus in respect of 2025 and was not
granted an award under the 2025 PSP. He will also not be
eligible for any bonus in respect of 2026, nor will he be granted
an award under the 2026 PSP. Paul will be treated as a good
leaver in respect of any unvested share plan incentives.
We continue to be committed to an open and transparent
dialogue with our stakeholders, and the Committee would
welcome any feedback or comments you have on this report
or how we intend to implement the Directors’ Remuneration
Policy in 2026. In the meantime, I look forward to answering
any questions on the work of the Committee from
shareholders at our AGM in May.
Vanda Murray OBE
Remuneration Committee Chair
Summary of the Directors’ Remuneration Policy
Howdens’ Directors’ Remuneration Policy, as set out in our 2024 Annual Report and Accounts, was approved by shareholders
at our 2025 AGM. Below is a summary of that policy, how that policy links to strategy, and consideration of some of the factors
the Committee addressed when formulating the policy. How the policy has been applied during 2025 and will be applied
during 2026 can be found on subsequent pages in the report. The full Directors’ Remuneration Policy can be viewed at
www.howdenjoinerygroupplc.com/governance/remuneration-policy.
When determining the Directors’ Remuneration Policy, the Committee was mindful to ensure that the policy and other
remuneration practices were clear, simple, predictable, proportionate, safeguarded the reputation of the Company and were
aligned to Company culture and strategy.
Executive Directors
The table below sets out the key components of Executive Directors’ pay packages, including why they are used and how they
are operated in practice. Remuneration is benchmarked against rewards available for equivalent roles in a suitable comparator
group. In addition to benchmarking, the Committee considers general pay and employment conditions of all employees within
the Group and is sensitive to these, to prevailing market conditions, and to governance requirements.
BASE SALARY
How this element of
remuneration supports
our strategy
Recognises the market value of the Executive Director’s role, skill, responsibilities, performance
and experience.
Operation Salaries are normally reviewed annually.
Opportunity Reviews take into account the performance of the individual, any changes in their responsibilities, pay
increases for the wider workforce and internal relativities.
Increases will normally be only for inflation and/or in line with the wider employee population. Salaries are
set with consideration of each Executive Director’s performance in role and responsibilities, and within
a range defined by a market benchmark derived from companies of a comparable size, including those
operating in a similar sector. The peer group used is reviewed whenever benchmarking is performed,
and the Committee applies judgement in identifying appropriate peer group constituent companies. The
individual’s level of total remuneration against the market is considered at the same time.
Performance measures None.
BENEFITS
How this element of
remuneration supports
our strategy
Provides a competitive level of benefits.
Operation Howdens pays the cost of providing the benefits on a monthly basis or as required for one-off events.
Opportunity Benefits are based upon market rates and currently include receipt of a company car or car allowance,
health insurance and death-in-service insurance payable by the Company.
Other benefits may be provided where appropriate and reasonable business-related expenses can be
reimbursed if determined to be a taxable benefit.
Performance measures None.
PENSION
How this element of
remuneration supports
our strategy
Provides competitive long-term savings opportunities.
Operation and
opportunity
Executive Directors will be entitled to participate in the Howdens Retirement Savings Plan with
contribution rates in line with the wider workforce. The level of salary supplement is aligned to the
maximum pension benefit available to the Executive Director.
Performance measures None.
Fixed Variable
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Strategic Report
Governance
Summary of the Directors’ Remuneration Policy continued
Remuneration Committee report continued
SHAREHOLDING REQUIREMENT
How this element of
remuneration supports
our strategy
Shareholding requirement strengthens alignment of interests between participants and shareholders.
Operation Executive Directors are expected to retain vested shares from deferred bonus and long-term incentive
awards (net of income tax and National Insurance contributions) until they reach the minimum
requirements.
Unvested long-term incentive shares are not taken into account. PSP shares and deferred bonus shares
(net of income tax and National Insurance contributions) within a holding period are counted towards
the requirement.
Opportunity The Executive Directors will be required to retain a minimum shareholding of 300% of base salary.
Post-cessation of employment, Executive Directors will be required to retain 300% of base salary, or full
actual holding if lower, for two years post-cessation from the Board of Howden Joinery Group Plc.
ALL-EMPLOYEE SHARE INCENTIVE PLAN
How this element of
remuneration supports
our strategy
To encourage employee share ownership.
Operation Executive Directors are able to participate in the tax-advantaged Share Incentive Plan available to all
eligible UK employees.
Opportunity The maximum participation levels will be set based on the applicable limits set by HMRC.
Performance measures None.
Remuneration policy for other employees
The remuneration policy described above applies specifically to Executive Directors of the Group. However, the Remuneration
Committee believes it is appropriate that all reward received by senior management is directly linked to the performance of
the Company and aligned with shareholder value. Accordingly, Executive Committee members and selected senior managers
participate in the same incentive schemes as the Executive Directors, at a reduced level, to ensure alignment between the
leadership team and our shareholders.
Below Executive Committee level, certain senior management grades participate in a similar annual bonus plan that is linked to
PBT and cash flow. The promotion of employee share ownership is also cascaded through all tiers of management. Since 2023,
a deferred bonus share arrangement replaced the PSP for these employees. Free shares grants are made at a reduced level
to a wider population within Howdens that do not use performance conditions to encourage share ownership throughout the
Company. Employees can also purchase additional shares in the Company in a tax efficient way through our Buy As You Earn
scheme, which operates under the Share Incentive Plan.
Non-Executive Directors' Remuneration Policy
The Group’s policy on Non-Executive Director (NED) and Chairman fees and benefits is set out below.
FEES
How this element of
remuneration supports
our strategy
To attract NEDs who have a broad range of experience and skills to oversee the implementation
of our strategy.
Operation
The fees for the Non-Executive Directors are determined by the Chairman and Chief Executive and
approved by the Board.
The fee for the Chairman is determined by the Remuneration Committee while the Chairman is absent.
No other services are provided to the Group by Non-Executive Directors.
ANNUAL BONUS
How this element of
remuneration supports
our strategy
Incentivises performance over the financial year and deferral links bonus payout to share price
performance over the medium term.
Operation At least 30% of any bonus earned is deferred into shares. Shares are paid out on the second anniversary
of deferral date.
The Committee has the discretion to adjust the bonus outcome if it feels that the formulaic outcome is not
reflective of overall underlying performance. Any adjustment made using this discretion will be explained
in the following Annual Report on Remuneration.
Payment is normally subject to continued employment.
Malus provisions apply for the duration of the performance period and to shares held under deferral.
Clawback provisions apply to cash amounts paid for two years following payment. Therefore, clawback
and/or malus will operate on the award for a total period of up to two years after the performance period
1
.
Clawback may be applied in the following scenarios:
• material misstatement of accounts;
• erroneous assessment of a performance target;
• where the number of plan shares under an award was incorrectly determined;
• gross misconduct by a Director;
• corporate failure; or
• serious reputational damage.
Opportunity The threshold payout for the annual bonus will be up to 20% of salary. The maximum opportunity
under the annual bonus is 200% of salary.
Performance measures At least 75% of the bonus will be based on financial metrics.
PERFORMANCE SHARE PLAN (PSP)
How this element of
remuneration supports
our strategy
Focuses management on longer-term financial growth than addressed by the annual bonus.
Long-term financial growth is key to the generation of shareholder value.
Operation Executives have the opportunity to participate in the PSP on an annual basis. The PSP operates over
a three-year vesting cycle. Awards will generally be granted towards the beginning of the performance
period and vest based on performance over a three-year performance period.
The Committee has the discretion to adjust the PSP outcome if it feels that the formulaic outcome is
not reflective of overall underlying performance. Any adjustment made using this discretion will be
explained in the following Annual Report on Remuneration.
Vested awards are subject to a two-year holding period following vesting, during which no performance
measures apply. The holding period continues to apply post-employment.
Malus provisions apply for the duration of the vesting period. Clawback provisions apply for the
duration of the holding period
1
, through which vested awards may be reclaimed in the event of:
• material misstatement of accounts;
• erroneous assessment of a performance target;
• where the number of plan shares under an award was incorrectly determined;
• gross misconduct by a Director;
• corporate failure; or
• serious reputational damage.
A payment equivalent to the dividends accrued on vesting performance shares may be made at the
point of vesting, normally in shares.
Opportunity The threshold vesting for the PSP will be up to 15% of maximum. The maximum opportunity under the PSP
is 300% of salary.
Performance measures At least 75% of the PSP will be based on financial metrics.
Fixed Variable
1. The Committee considers this time period to be appropriate as it is a reasonable period in which the specified circumstances would be discovered, and the period
is in line with FTSE 100 market practice.
Financial Statements
Additional Information Governance
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Strategic Report
Governance
Remuneration Committee report continued
Opportunity
Fees for Non-Executive Directors are set out in the statement of implementation of policy on page 119.
The fees reflect the time commitment and responsibilities of the roles. Accordingly, committee
chairmanship and the Senior Independent Director (SID) are paid in addition to the NEDs’ basic fee.
Committee chairmanship fees currently apply only to the Audit and Remuneration Committees.
The Chairman receives no fees in addition to the Chairman’s fee. In exceptional circumstances,
additional fees may be paid where there is a substantial increase in the temporary time commitment
required of NEDs.
Fees may be reviewed every year and are set within a range defined by a market benchmark
of comparably sized companies and having regard to the base salary increase payable to the
wider workforce.
Performance measures
NEDs are not eligible to participate in any performance-related arrangements.
BENEFITS
How this element of
remuneration supports
our strategy
To attract NEDs who have a broad range of experience and skills to oversee the implementation
of ourstrategy.
Operation and opportunity
NEDs are entitled to receive expenses in respect of reasonable travel and accommodation costs and
any income taxes charged on these.
Performance measures
None.
Service contracts and letters of appointment
Executive Directors’ employment contracts are not fixed term, but have a maximum of twelve months’ notice of termination on
both sides. In the event of termination by the Company, there will be no compensation for loss of office due to misconduct or
normal resignation. In other circumstances, Executive Directors may be entitled to receive compensation for loss of office,
which will be paid monthly for a maximum of twelve months equivalent to the monthly salary that the Executive Director would
have received if still in employment with the Company. Executive Directors will be expected to mitigate their loss within a
maximum twelve month period, as appropriate, of their departure from the Company.
Non-Executive Director appointments are for an initial period of three years. They are subject to re-appointment annually.
They are not entitled to any form of compensation in the event of early termination. Copies of the Directors’ service contracts
and letters of appointment are available at the Company’s registered office during usual business hours.
Executive Director Date of service contract Notice from the Company Notice from the individual
Andrew Livingston 6 July 2017 12 months 12 months
Jackie Callaway 2 June 2025 12 months 12 months
Non-Executive
Director
Original date
of appointment
Effective appointment date
in most recent letter
Unexpired term at
27 December 2025
Peter Ventress 1 July 2022 1 July 2025 2.5 years
Roisin Currie 1 July 2024 1 July 2024 1.5 years
Louis Eperjesi 1 June 2023 1 June 2023 0.4 years
Louise Fowler 1 November 2019 1 November 2025 2.8 years
Tim Lodge 1 January 2025 1 January 2025 2.0 years
Vanda Murray 1 February 2024 1 February 2024 1.1 years
Suzy Neubert 1 July 2024 1 July 2024 1.5 years
Summary of the Directors’ Remuneration Policy continued
In this section of the Directors’ Remuneration Report, we detail some of the considerations the Committee has regard to
when implementing the Directors' Remuneration Policy. Contained in this section are specific disclosures on Group
performance, aswell as comparative disclosures on the relative importance of spend on pay, historic CEO single figure,
CEO ratio and all-Director remuneration relative to average employees.
Profit before tax (PBT)
The graph below illustrates the Company’s historical
PBT performance.
Total shareholder return (TSR)
The graph below illustrates the Company’s TSR
performance relative to the constituents of the FTSE 100
(excluding investment trusts) of which the Company is
a constituent.
Group performance
Directors’ Remuneration Report – Part 1: Company performance and stakeholder experience
Howdens historical PBT (£m)Howdens historical TSR
1 See consolidated income statement on page 157.
2 Net cash flow from operating activities is the definition used for the annual bonus scheme (see page 119).
Relative importance of spend on pay
The graph below sets out the change in the Group’s total remuneration spend from 2024 to 2025 compared to
the total returns to shareholders of the Group and the two incentive performance measures PBT and cash flow.
400
500
700
800
600
300
100
200
0
Total spend on pay PBT
1
5.1%
Cash flow
2
16.9%
£m
87.1%
£115.9m
2524
£344.9m
£328.1m
24
£437.4m
£511.3m
24
£688.0m
25
£739.1m
25 25
7.4%
Howdens
FTSE 100 (excluding Investment Trusts)
250
400
450
350
300
200
100
50
0
20162015 20 17 2018 2019 2020 2021 2022 2023 20252024
50
250
100
150
200
0
£219.6m
£237.0m
£232.2m
£238.5m
£260.7m
£185.3m
£390.3m
£405.8m
£327.6m
£344.9m
£328.1m
201720162015 2018 2019 2020 2021 2022 2023 2025
150
2024
24
Total returns to shareholders
£216.8m
Financial Statements
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Annual Report & Accounts 2025
Strategic Report
Governance
CEO historical pay reporting
Historical single figure
The table below shows the historical CEO single figure and incentive payout levels. They show that the performance of the annual
bonus and long-term incentives have reflected the challenging marketconditions.
Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
CEO single figure (£'000) 3,098 1,268 2,569 1,391 816 3,951 2,571 2,517 3,155 5,051
Annual bonus (% of maximum) 48% 35% 75% 76% 0% 100% 100% 24% 58% 100%
LTIP vest (% of maximum) 100% 0% 0% 0%
1
0% 100% 43% 100% 74% 98%
1 Andrew Livingston was appointed as CEO in April 2018 and therefore he was not granted an award under the LTIP in 2017.
CEO pay ratio reporting
Howdens has calculated the CEO pay ratio for 2025 in line with the Directors’ Remuneration Reporting Regulations. The data used
to calculate the CEO pay ratio and the pay and benefits of the reference employees was accurate as at 31 December 2025.
CEO pay ratio
Year Method 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
2025 A
1
145:1 128:1 104:1
2024 A 90:1 79:1 65:1
2023 A 76:1 65:1 54:1
2022 A 74:1 64:1 53:1
2021 A 135:1 113:1 93:1
2020 A 31:1 25:1 21:1
2019 A 71:1 58:1 48:1
2018 A 122:1 100:1 81:1
1 In accordance with section 17 of The Companies (Miscellaneous Reporting) Regulations 2018, method A was used in the calculation of the pay ratios; ranking
the pay and benefits of all our UK employees for the relevant financial year to identify the 25th, 50th, and 75th percentile-ranked employees and using the pay
and benefits figures for these employees to determine the pay ratios at each quartile. Method A has been used as it has been identified by the Department for
Business and Trade in its guidance as the most statistically accurate method for identifying the pay ratios.
Pay and benefits of reference employees
The total pay, benefits, and salary of each employee who is the best equivalent of the 25th, 50th, and 75th ranked employee
is asfollows:
25th percentile 50th percentile 75th percentile
Total pay and benefits (FTE)
2
£34,771 £39,592 £48,539
Salary (including overtime) (FTE)
2
£26,870 £31,095 £39,491
2 The pay and benefits of employees was calculated in line with the Single Total Figure of Remuneration methodology. In our calculations we used actual pay from
1 January 2025 to 31 December 2025. Joiners, leavers and part-time employees’ earnings have been annualised on an FTE basis (excluding any payments of a
one-off nature). Where bonus payments are made on a monthly or quarterly basis, we included payments made in the 2025 compensation year; however, for
annual bonus payments, we estimated the bonus due to employees for the 2025 compensation year (payment is due in March 2026). P11D values are based on
the 2024-25 reportable values; however, they have been annualised accordingly.
2025 pay ratio explanation
3
A significant proportion of the CEO’s remuneration for 2025 is made up of variable pay (i.e. annual bonus and share awards).
Since the 2023 Performance Share Plan (PSP) award was granted, the Company’s share price (three-month average to
27 December 2025) has increased by just under 25% and it is the three-month average share price on 27 December 2025 on
which the value of the PSP award, which is reported in the single figure of remuneration table on page 114, is based. The annual
bonus is also due to pay out at 100% of maximum for the CEO. In the previous year, the CEO’s bonus paid out at 58% of maximum.
3 Explanations for the CEO ratios of previous years may be found in the respective annual report for that year.
Fixed Variable
Remuneration Committee report continued
How executive pay relates to pay and reward throughout the Company
Howdens’ vertically integrated business means that our workforce is made up of a wide range of roles from kitchen designers
to skilled engineers, and from warehouse staff to senior management. We work on the premise that Howdens must be worthwhile
for all concerned and our reward structures across the business are designed to reflect the levels of personal autonomy and
outperformance we expect from every individual. Our pay structures vary between roles to deliver an appropriate balance
between fixed and variable pay. Emphasis on profit in our reward structures, from the depots to the Executive Directors, helps
to provide some alignment of reward across the business.
It is a feature of our pay structure that senior management often receive a larger proportion of their total pay through incentives
and the outcome of incentives is likely to be the main cause of variability in the ratio in future years. The Remuneration Committee
is regularly updated on the benefits provided across the business and is mindful that consistency of approach and fairness are
two key principles and important drivers for change.
All-Director remuneration relative to average employees
Listed companies are required to disclose the annual change in each director’s pay in comparison to the average change
in employee pay. This comparison is made on salary, bonus, and taxable benefits, so does not include some of the elements
disclosed under the single figure of remuneration table such as pension contribution or long-term incentives. While there is only
a requirement for a listed entity to provide employee pay information for that entity (i.e. not on a Group-wide basis), a ‘Group’
comparator has instead been included in the table below as this provides a more representative comparison as Howden Joinery
Group Plc did not employ any individuals during 2020 to 2025.
Footnotes have been included beneath the table in relation to the 2024 to 2025 period. Footnotes relating to prior years can be
found in the previous applicable annual report.
% change in basic salary % change in benefits % change in bonus
2024-
2025
2023–
2024
2022–
2023
2021–
2022
2020–
2021
2024-
2025
2023–
2024
2022–
2023
2021–
2022
2020–
2021
2024-
2025
2023–
2024
2022–
2023
2021–
2022
2020–
2021
Average Howdens
Group employee
remuneration
9% 3% 9% 5% 1% (14)% (17)% 5% (9)% (15)% 12% 6% (18)% (4)% 38%
Executive Directors
Andrew Livingston 18% 2% 6% 3% 12% 53% (18)% 40% 5% (85)% 103% 152% (67)% 3% 100%
Jackie Callaway
1
– – – – – – – – – – – – – – –
Non-Executive
Directors
Roisin Currie
2
103% – – – – 75% – – – – – – – – –
Louis Eperjesi 8% 83% – – – (100)% 100% – – – – – – – –
Louise Fowler 4% 13% 0% 3% 4% 17% 20% 25% 300% 0% – – – – –
Tim Lodge
3
– – – – – – – – – – – – – – –
Vanda Murray
4
36% – – – – 33% – – – – – – – – –
Suzy Neubert
2
103% – – – – (100)% – – – – – – – – –
Peter Ventress 2% 2% 101% – – 0% 0% 0% – – – – – – –
Former Directors
Paul Hayes
5
(55)% 2% 6% 3% – (58%) (26)% (6)% 80% – (100)% 152% (67)% 3% –
Andrew Cripps
6
(65%) 24% 11% 6% 3% 0% 0% 0% 0% 0% – – – – –
1 Jackie Callaway was appointed to the Board in June 2025 and therefore comparative figures cannot be calculated for any of the periods reported above.
2 Roisin Currie and Suzy Neubert were appointed to the Board in July 2024 and so did not receive a full year of fees or benefits in 2024.
3 Tim Lodge was appointed to the Board in January 2025 and therefore comparative figures cannot be calculated for any of the periods reported above.
4 Vanda Murray was appointed to the Board in February 2024 and was appointed Chair of the Remuneration Committee in May, for which she was paid an
additional fee for the remainder of the year. In May 2025, Vanda was also appointed Senior Independent Director and therefore received the additional fee
in respect of this role for the remainder of the year.
5 Paul Hayes retired from the Board at the end of May 2025. His basic salary and benefits were therefore significantly lower in 2025 than in 2024 and he did not
receive a bonus in respect of 2025.
6 Andrew Cripps retired from the Board at the beginning of May 2025 and therefore did not receive a full year of fees in 2025.
Wider workforce considerations
When determining the base salary, benefits and variable pay awards for the Executive Directors and senior management,
the Committee had regard to the information referred to in a 'Provision 33 of the UK Corporate Governance Code Dashboard',
which includes information such as the CEO pay ratio, gender pay gap statistics, and thesalary, bonus, pensions, benefits and
share plan arrangements available to the wider workforce.
Directors’ Remuneration Report – Part 1: Company performance and stakeholder experience continued
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
112
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Strategic Report
Governance
In this section of the Directors’ Remuneration Report we set out how the Committee has executed the policy for 2025. Disclosures
in this section are retrospective and where applicable are shown against prior year comparator.
Single figure of remuneration (audited)
£'000
Salary/fees
Taxable
benefits
1
Pension
Total
fixed Bonus LTIP
Total
variable
Total
remuneration
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
2
2025 2024
2
2025 2024
2
Executive Directors:
Andrew Livingston 855 726 35 23 103 87 993 836 1,710 841 2,348 1,160 4,058 2,001 5,051 2,837
Jackie Callaway
Appointed June 2025
306 – 14 – 37 – 357 – 613 – – – 613 – 970 –
Paul Hayes
Retired May 2025
213 474 10 26 26 57 249 556 – 550 1,251 618 1,251 1,168 1,500 1,724
Total 1,374 1,200 59 49 166 144 1,599 1,392 2,323 1,391 3,599 1,778 5,922 3,169 7,521 4,561
Non–Executive
Directors:
Andrew Cripps
Retired May 2025
36 102 0 0 – – 36 102 – – – – – – 36 102
Roisin Currie 71 35 7 4 – – 78 39 – – – – – – 78 39
Louis Eperjesi 71 66 0 1 – – 71 67 – – – – – – 71 67
Louise Fowler 71 68 7 6 – – 78 74 – – – – – – 78 74
Tim Lodge
Appointed Jan 2025
85 – 0 – – 85 – – – – – – – 85 –
Vanda Murray 103 76 4 3 – – 107 79 – – – – – – 107 79
Suzy Neubert 71 35 0 1 – – 71 36 – – – – – – 71 36
Peter Ventress 340 332 0 0 – – 340 332 – – – – – – 340 332
Total 848 741 18 15 – – 866 756 – – – – – – 866 756
1 Executive Directors’ taxable benefits are based upon market rates and include receipt of a company car or car allowance, non-exclusive use of a company driver,
health insurance, and death-in-service insurance payable by the Company. Non-Executive Directors are entitled to receive expenses in respect of reasonable
travel and accommodation costs.
2 The vesting value of the 2022 PSP award for the Executive Directors has been restated to reflect the actual share price on vesting on 6 April 2025 of £6.65672.
Actual outcome Actual outcomeTarget not reached Target not reached
Notes to the single figure table
Remuneration Committee report continued
Directors’ Remuneration Report – Part 2: Application of policy in 2025
Fixed Variable
Annual bonus (audited)
Our annual bonus for 2025 was based on PBT and cash flow measures subject to an aggregate maximum of 200%
of salary. The PBT and cash flow measures were weighted as follows, with the actual outcome set out below:
PBT component Cash flow component Total
Target % of salary Target % of salary % of salary
Threshold £279m 17% £404m 3% 20%
Target £310m 85% £421m 15% 100%
Outperformance £325.5m 170% £430m
30% 200%
Actual outcome: £344.9m 170% £511.3m
30% 200%
70% of the total bonus will be paid in cash and 30% will be deferred into Company shares for two years following the
deferral date (subject to continued employment).
Andrew Livingston Jackie Callaway
Total bonus (£'000) 1,710 613
1
1 Jackie Callaway joined Howdens as CFO on 2 June 2025 and her annual bonus reflects pro-ration to that date. Paul Hayes, who was CFO for the period until
Jackie’s appointment, did not receive any annual bonus in respect of the year.
PBT outcome Cash flow outcome
Worth 85% of maximum bonus
opportunity (170% of salary)
Worth 15% of maximum bonus
opportunity (30% of salary)
100%100%
Financial Statements
Additional Information Governance
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Strategic Report
Governance
Performance Share Plan (PSP) (audited)
Targets and actual outcomes
2023 PSP AWARD
Performance Period Grant Date Vest Date Additional Post-Vest
Holding Period
Three Years 6 April 2023 6 April 2026 Two years
Performance Conditions
Profit Before Tax (PBT)
60% weighting
Performance Period:
FY2022 to FY2025
PBT at end of
Performance Period
Proportion of PBT component
of Award that may vest
£484m 100%
Straight-line vesting between these two points
£400m 15%
Less than £400m 0%
Actual Outcome: £495.9m 100%
Relative Total Shareholder
Returns (TSR)
20% weighting
Performance Period:
FY2022 to FY2025
Howdens' rank versus
comparator group
Proportion of TSR component
of Award that may vest
At or above upper quartile 100%
Straight-line vesting between these two points
At median 15%
Below median 0%
Actual Outcome: Between median and upper quartile 91.9%
Return on Capital Employed
(ROCE)
10% weighting
Performance Period:
FY2022 to FY2025
ROCE achieved
Proportion of ROCE component
of Award that may vest
30% or above 100%
Straight-line vesting between these two points
25% 15%
Less than 25% 0%
Actual Outcome: 36% 100%
Environmental Measure (EM)
10% weighting
Performance Period:
All carbon emission and waste
targets to be achieved by 31
December 2025. Base year for
all targets is 2021.
Improving our carbon
intensity ratio
Fleet emissions
reduction
Carbon neutral status
of manufacturing sites
Waste avoiding
landfill
Per annum
reduction
Proportion
of EM that
may vest Reduction
Proportion
of EM that
may vest
Number of
sites
Proportion
of EM that
may vest
A target of a minimum
average over three
years of 99% waste
avoiding landfill across
UK operations will apply
which, if not achieved,
will result in a downward
modifier to the outcome
under this Environmental
measure.
4.2% 33.3% 15% 33.3% Four 33.3%
Straight-line vesting
between these points
Straight-line vesting
between these points
Straight-line vesting
between these points
4.0% 7.5% 12% 7.5%
Below 4.0% 0% Below 12% 0% Two 0%
Actual Outcome:
11.7% 33.3% 23% 33.3% Four 33.3%
99%
Further detail on outcomes can be found on the next page.
Remuneration Committee report continued
Performance Share Plan (PSP) (audited) continued
Outcome
PBT – 60%
FY 2025 PBT was £495.9m, equivalent to 6.9% p.a., calculated on an adjusted basis, excluding those costs and income
that the Remuneration Committee assessed to be exceptional in nature so that the vesting outcome results in a fair
reflection of the performance achieved over the period. The costs that were assessed to be exceptional in nature related
to a combination of strategic investments made to deliver growth beyond 2025 and one-off costs linked to events not
envisaged when the targets were set in 2023. This component of the award will vest at 100% of maximum opportunity.
TSR – 20%
Based on three-year performance to FY 2025, the Company was ranked 24th compared to the comparator group
and therefore 91.9% of the TSR component of the award will vest.
ROCE – 10%
Based on performance to FY 2025, the Company achieved a ROCE of 36% and therefore 100% of this component
of the award will vest.
ESG – 10%
The Company outperformed all of the carbon emission reduction and waste targets (see below) and therefore 100%
of the 2023 PSP award will vest.
• Improvement in carbon intensity ratio: The Company achieved an average reduction of 11.7% and therefore
100% vests.
• Fleet emissions reduction: The Company achieved an average reduction of 23% and therefore 100% vests.
• Certified carbon neutral status (or equivalent) across manufacturing sites: The Company achieved carbon
neutral status (or equivalent) across all of its manufacturing sites by 31 December 2025 and therefore 100% of the
component of the award vests.
• Avoiding waste to landfill: The Company achieved an average of greater than 99% over the three-year period and
therefore no downward modifier was applied.
The overall final vesting of the 2023 PSP award is 98.4% of the maximum opportunity.
The share price at the date of grant was 664.6p and the three-month average to 27 December 2025, the price on which the
value of the award is calculated, was 827.8p. Therefore, £463,022 of Andrew Livingston’s PSP award, as shown in the
single figure of remuneration table, is attributable to share price appreciation and £246,681 of Paul Hayes’s PSP award.
Directors’ Remuneration Report – Part 2: Application of policy in 2025 continued
Fixed Variable
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Governance
In this section of the Directors’ Remuneration Report we set out how the Committee has implemented policy for 2026.
Disclosures in this section are forward looking. The outcome of any variable award for Executive Directors will be reported
intheRemuneration Committee report for the financial year 2026.
2026 remuneration scenarios
The remuneration package for the Executive Directors is designed to provide an appropriate balance between fixed and variable
performance-related components, with a significant proportion of the package weighted towards long-term variable pay. The
Committee remains satisfied that the composition and structure of the remuneration packages is appropriate, clearly supports the
Company’s strategic ambitions and does not incentivise inappropriate risk-taking. The Committee reviews this on an annual basis.
The composition and value of the Executive Directors’ remuneration packages in a range of performance scenarios are set out
in the charts below. These charts show that the proportion of the package delivered through long-term performance is in line
with our proposed new Remuneration Policy and changes significantly across the performance scenarios. As a result, the
package promotes the achievement of superior long-term performance and aligns the interests of the Executive Directors with
those of other shareholders. A brief description of the remuneration scenarios and the elements they are made up of is set out
below the charts.
Jackie CallawayAndrew Livingston
Value of package
£’000
2,000 2,5001,5001,000500
Fixed elements of remuneration Annual bonus LTIP LTIP (attributable to 50% share price appreciation)
0
Maximum
Maximum +
On-target
Minimum
3,500 4,0003,000
2,788
21% 37% 28% 14%
2,402
25% 43% 32%
1,758
34% 29% 37%
599
100%
Fixed elements of remuneration consist of the annual salary that the Executive Director will receive for 2026, alongside their 2026 pension entitlement,
and actual benefits received in 2025 (as a proxy for 2026).
Annual bonus is based on a maximum opportunity of 200% of salary and an on-target opportunity of 100% of salary.
LTIP is based on a maximum opportunity of 300% of salary for Andrew Livingston and 250% of salary for Jackie Callaway. Target opportunity is calculated
as 50% of maximum (150% of salary for Andrew Livingston and 125% of salary for Jackie Callaway).
The ‘Maximum +’ includes share price appreciation of 50%. This column is calculated on the same basis as the maximum column; however, it includes an
uplift of 50% total over three years for the PSP.
Non-Executive Director fees
Current fee levels for Non-Executive Directors are set out in the table below. The Committee has reviewed the Chair’s fee and,
reflecting on his time commitment to the business, increased it to £411,000, which is a 20% increase. The Board (excluding the
NEDs) has reviewed the fees payable to NEDs and, also reflecting on their time commitment to the business, increased the base
fee to £82,000 (a 15% increase) and the SID and Committee Chair fees to £22,000 each. These increases (after the payment of
taxation) will be used to purchase shares in the Company, which the individuals intend to retain while they remain on the Board.
Basic
NED fee
1
Chair
fee
SID
fee
Committee
Chair fee
2026
Annual fee – cash £71,400 £341,445 £17,340 £20,400
Annual fee – to be used to purchase
shares in the Company
£10,600 £69,555 £4,660 £1,600
Total fee remuneration £82,000 £411,000 £22,000 £22,000
Effective date 1 April 2026
2025
Annual fee £71,400 £341,445 £17,340 £20,400
Effective date 1 April 2025
1 The Chair of the Board of Directors does not receive the basic Non-Executive Director fee or an additional fee for chairing the Nominations and Sustainability
Committees.
Executive Director base salaries
Executive Directors' base salary increases are set out in the table below. The rationale for the increases may be found in the
Annual Remuneration Committee Chair statement on page 105.
Executive Directors
2026 2025
Salary (£'000) Effective date Salary (£'000) Effective date
Andrew Livingston (CEO) 898 1 April 2026 855 1 January 2025
Jackie Callaway (CFO)
1
541 1 April 2026 525 2 June 2025
1 Jackie Callaway was appointed as an Executive Director on 2 June 2025.
Executive Director annual bonus measures
The table below sets out annual bonus measures for 2026. Targets for these measures are considered commercially sensitive
by the Board and so are not disclosed here. Performance targets, together with achievement against them, will be set out in full
in the 2026 Remuneration Committee report.
Bonus measure Definition Performance level Payout level
PBT Pre-exceptional profit before tax from continuing operations
Threshold
Target
Maximum
17% of salary
85% of salary
170% of salary
Cash
flow
Net cash flow from operating activities, taking into account
the efficiency with which working capital is used, and
adjusted for exceptional items
Threshold
Target
Maximum
3% of salary
15% of salary
30% of salary
Directors’ Remuneration Report – Part 3: Implementation of policy in 2026
Remuneration Committee report continued
Fixed Variable
£’000
4,000 6,000 7,000 8,0005,0003,0002,0001,0000
Maximum
Maximum +
On-target
Minimum
6,544
5,261
3,124
986
20%39%26%15%
49%32%
19%
41%27%
32%
100%
Financial Statements
Additional Information Governance
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118
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Annual Report & Accounts 2025
Strategic Report
Governance
Executive Director Performance Share Plan (PSP) measures
Set out below and on the next page are the performance measures and relative weightings for each of the measures for the 2026
PSP award. Further detail about the measures may be found on pages 105 and 106. The maximum opportunity under the PSP
is 300% of base salary for the CEO and 250% of base salary for the CFO. The performance period is three years, measured over
the relevant financial years. The award will also be subject to a two-year post-vesting holding period and malus and clawback
provisions. See page 124 for scheme interests awarded in 2025.
PBT – 60% weighting
PBT component
vesting schedule
PBT performance condition
1
Payout level
£376m 100% of maximum
Straight-line vesting between these points
£323m 15% of maximum
Less than £323m 0% of maximum
Return on Capital Employed (ROCE) – 10% weighting
ROCE component
measurement details
Calculated by dividing the Group operating profit by the average capital employed under management’s control,
expressed as a percentage. The capital employed will include investments in assets, working capital and related
balances but will exclude balances that relate to historical or long-term financing or are outside the control
of current management. Excluded items include: cash, pension deficit repair contributions, deferred tax and
long-term financing of the Group, such as lease liabilities and borrowings. Targets are the same as set in 2025,
reflecting the period of investment taking place.
Performance
assessment
ROCE performance condition Payout level
24% 100% of maximum
Straight-line vesting between these points
21% 15% of maximum
Less than 21% 0% of maximum
Strategic measures – 10% weighting
Performance condition Payout level
International sales growth
Year-on-year cumulative sales over
performance period versus three-
year cumulative sales to YE 2025
See note 2 below
Up to 33.3% of the strategic measures component
of the award
Vitality revenues
Absolute £ sales generated
from products launched in the
performance period plus revenues
from click and collect sales
See note 2 below
Up to 33.3% of the strategic measures component
of the award
Vertical integration
Average % of COGS manufactured
in-house over the performance period
See note 2 below
Up to 33.3% of the strategic measures component
of the award
1 FY2028 is one week shorter than FY2027 and these targets reflect this.
2 Commercial sensitivity precludes the advance publication of the strategic measures targets; however, they will be disclosed retrospectively in the applicable
Remuneration Committee report.
Relative TSR – 10% weighting
Comparator group and
averaging period for TSR
performance
• Companies ranked up to 50 above and 50 below Howdens by market capitalisation in the FTSE All Share index at
or shortly before the start of the performance period (excluding Investment Trusts).
• TSR average for the two months preceding the first day of the performance period and two months TSR average
for the final two months of the performance period.
Performance assessment
Performance against comparator group Payout level
Equal to or above upper quartile 100% of maximum
Straight-line vesting between these points
Equal to median 15% of maximum
Below median 0% of maximum
Environmental measures– 10% weighting
Environmental component
measurement details
All carbon emission and waste targets to be achieved by 31 December 2028. Base year for all targets is 2021.
Performance condition Payout level
Improving our carbon
intensity ratio
Year-on-year cumulative
average Scopes 1 and 2 carbon
emissions reduction, based on
tCO
2
e per £m
4.2% p.a. reduction 50% of maximum
Straight-line vesting between these points
4.0% p.a. reduction 7.5% of maximum
Below 4.0% p.a. reduction 0% of maximum
Fleet emissions reduction
UK primary fleet only, based on
CO
2
KG/km
15% reduction 50% of maximum
Straight-line vesting between these points
12% reduction 7.5% of maximum
Below 12% reduction 0% of maximum
A target of a minimum average over three years of 99% waste avoiding landfill across UK operations will apply which, if not achieved, will result in
a downward modifier to the outcome under this Environmental measure.
Remuneration Committee report continued
Directors’ Remuneration Report – Part 3: Implementation of policy in 2026 continued
Fixed Variable
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Governance
In this section of the Directors' remuneration report, more detail is provided in respect of a number of key disclosures.
These disclosures include Executive Director pension entitlements, shareholdings, and external appointments.
More detail is also provided on the operation of the Remuneration Committee and AGM voting performance.
Consideration by the Directors of matters relating to Directors’ remuneration
The Committee met five times during 2025 and discussed a number of items for which it is responsible. Under its Terms of
Reference, which are reviewed on an annual basis, the Committee is responsible for determining the broad policy and specific
remuneration packages for Executive Directors and senior management (that being the members of the Executive Committee,
the Company Secretary and the Director of Risk and Assurance), including pension rights and, where applicable, any compensation
payments. The Committee is also regularly updated on pay and conditions applying to other employees intheCompany.
Loss of office payments or payments to past Directors (audited)
As announced to the market in April 2025, Paul Hayes retired as Chief Financial Officer and Director with effect from 30 May 2025.
From 1 June 2025 to 27 December 2025, Paul received salary and benefits pursuant to his service contract totalling £351,256.
The value of Paul’s base salary for the period 1 June 2025 to 27 December 2025 was £300,417, the value of the payments received
in lieu of pension was £36,050 and his other benefits for the period was £14,765. He did not receive an annual bonus in respect of
FY2025 and was not granted an LTIP award in 2025.
Paul will continue to receive his base salary and benefits pursuant to his service contract until 30 April 2026, during which period
he will remain at the Company’s disposal. The value of Paul’s base salary for the period 1 January 2026 to 30 April 2026 will be
£171,667, the value of the payments received in lieu of pension will be £20,600 and his other benefits for the period will be £5,009.
He will not receive an annual bonus in respect of FY2026.
In accordance with the Company’s approved loss of office policy, unvested awards under the 2023 and 2024 LTIP Performance
Share Plan will be pro-rated to reflect the period from the respective award date until his terminations date, as a proportion of
the period from the award date until the expected vesting date (calculated by reference to whole months). To the extent that the
Board determines any performance conditions have been satisfied over the respective performance period, the pro-rated 2023
and 2024 LTIP PSP awards will vest on their normal vesting dates and will be subject to post-vest holding periods. Paul’s share
awards held in the Share Incentive Plan will be released to him following his termination date and his deferred bonus shares
awarded pursuant to his 2023 and 2024 bonus entitlements will vest on the normal vesting date subject to the rules
of the Deferred Bonus Plan.
All payments to Paul will be subject to deductions for tax and National Insurance contributions and, other than the amounts
disclosed above, Paul will not be eligible for any other payments for loss of office.
External appointments
Howdens allows Executive Directors and other appropriate senior employees to accept a maximum of one external non-executive
appointment outside the Company, subject to permission from the Committee, provided this is not with a competing company nor
likely to lead to conflicts of interest. Andrew Livingston was a Non-Executive Director of LondonMetric Property Plc, a FTSE 100
REIT, until 20 May 2025. Andrew received £25,833 in fees in respect of his role as Non-Executive Director. Jackie Callaway is
Non-Executive Director and Chair of the Audit Committee for IMI Plc and received £98,500 in fees in respect of this role.
Jackie held this appointment upon her appointment.
Total pension entitlements (audited)
Executive Directors are invited to participate in the Howdens Retirement Savings Plan (the ‘Plan’) or receive an amount in lieu
of membership of the Plan. More information on pension entitlements for Executive Directors can be found in the proposed
Directors' Remuneration Policy. The table below sets out the payments made in lieu of membership of the Plan for the Executive
Directors who served during the year. No additional benefits become receivable if Executive Directors retire early.
Executive Director
Current Former
Andrew Livingston Jackie Callaway
1
Paul Hayes
1
Accrued pension at 27 December 2025 (£'000) – – –
Normal retirement date – – –
Pension value in the year from defined benefit component (£'000) – – –
Pension value in the year from defined contribution component (£'000) – – –
Pension value in the year from cash allowance (£'000) 103 37 26
Total 103 37 26
1 The pension entitlements shown reflect the individual’s tenure as an Executive Director.
Directors’ Remuneration Report – Part 4: Additional disclosures
Executive Director shareholdings (audited)
Executive Directors are currently expected to build up and maintain a personal shareholding in the Company of at least 300% of
salary so that their interests are aligned with those of shareholders. The table below sets out the total shares held together with
unvested Performance Share Plan awards and those held subject to deferral conditions. Neither of the Executive Directors held
share options that were subject to performance conditions or held share options that were vested but unexercised. Unvested
deferred bonus shares (net of income tax and National Insurance contributions) are taken into account in calculating the
Executive Directors’ shareholdings.
Executive Director
Current Former
Andrew
Livingston
Jackie
Callaway
6
Paul
Hayes
7
Shareholding requirement (% of salary) 300% 300% 300%
Shareholding requirement (number of shares)
1
309,854 190,261 186,637
Shares owned outright (including by connected persons)
2,5
677,357 28,916 188,684
Current shareholding (% of salary)¹ 656% 46% 303%
Guideline met Y N Y
Share awards subject only to continued employment
3
160 29 141
Share awards subject to performance conditions and continued employment
4
801,770 133,211 264,164
1 Based on a share price of £8.2781, being the three-month average price to 27 December 2025, and basic salary as at 27 December 2025.
2 Includes Share Incentive Plan (SIP) partnership and dividend shares.
3 Includes only SIP free and matching shares.
4 Performance Share Plan awards under the Long-Term Incentive Plan.
5 Between 27 December 2025 (the end of the period) and 25 February 2026, Andrew Livingston has acquired 34 SIP partnership Shares and has been awarded
one SIP matching share. No other changes to the Executive Directors' total shareholdings (including any holdings of their connected persons) have occurred
between the end of the period and 25 February 2026.
6 Jackie was appointed to the Board on 2 June 2025. It is expected that in future she will retain vested shares from deferred bonus and long term incentive awards
(net of income tax and National Insurance contributions) until she meets the shareholding requirement.
7 Paul retired from the Board on 30 May 2025. His respective reported shareholding is therefore given as at the date he retired from the Board and his share awards
subject to performance conditions and continued employment are provided gross of good leaver pro-ration.
Non-Executive Director shareholdings (audited)
There is no shareholding requirement for Non-Executive Directors. The shareholding figures below include any shares held
by connected persons. With the exception of Andrew Cripps, who was not a member of the Board as at 25February2026
1
,
the Company can confirm that no changes to the Non-Executive Directors' total shareholdings (including anyholdings of their
connected persons) have occurred between the end of the period and 25 February 2026.
Non-Executive Director
Andrew
Cripps
1
Roisin
Currie
Louis
Eperjesi
Louise
Fowler
Tim
Lodge
Vanda
Murray
Suzy
Neubert
Peter
Ventress
Shareholding: 7,500 1,387 3,100 470 7,500 3,000 7,305 20,316
1 Andrew Cripps retired from the Board on 1 May 2025. His respective reported shareholding is therefore given as at the date he retired from the Board.
Remuneration Committee report continued
Fixed Variable
Financial Statements
Additional Information Governance
123
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122
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Annual Report & Accounts 2025
Strategic Report
Governance
Scheme interests awarded during the financial year (audited)
During 2025, the Executive Directors were invited to participate in the Performance Share Plan (PSP) and Share Incentive Plan
(SIP), asset out in the table below. Further information on conditional shares and SIP free and matching shares may be found in
note 23 of the consolidated financial statements:
Nature of award: Conditional shares under the PSP
CEO CFO
Number of shares under award 305,932 133,211
Face value of award
1
£2,436,748.38 £1,061,025.62
Performance period Grant date Vest date Additional holding period
See individual Performance
Conditions below
CEO: 2 May 2025
CFO: 18 August 2025
CEO: 2 May 2028
CFO: 18 August 2028
Two years
Performance Conditions:
Profit Before Tax (PBT)
(60% weighting)
Performance period:
FY2025 to FY 2027
PBT at end of performance period Proportion of PBT component of award that can vest
£360m 100%
Straight-line vesting between these points
£320m 15%
Less than £320m 0%
Relative Total Shareholder
Returns (TSR) (10% weighting)
Performance period:
FY2025 to FY2027
Howdens’ rank versus comparator group Proportion of TSR component of award that can vest
At or above upper quartile 100%
Straight-line vesting between these points
At median 15%
Below median 0%
Return on Capital Employed
(ROCE) (10% weighting)
Performance period:
FY2025 to FY 2027
ROCE achieved Proportion of ROCE component of award that can vest
24% 100%
Straight-line vesting between these points
21% 15%
Less than 23% 0%
Strategic measures (SM)
(10% weighting)
Performance period:
FY2025 to FY 2027
International sales growth New product introductions Vertical integration
Worth up to 33.3% of the SM
component of the award
Worth up to 33.3% of the SM
component of the award
Worth up to 33.3% of the SM
component of the award
Commercial sensitivity precludes the advance publication of the SM targets; however, they will be disclosed
retrospectively in the applicable Remuneration Committee report.
Environmental measures (EM)
(10% weighting)
Performance period:
All carbon emission and waste
targets to be achieved by
31 December 2027. Base
year for all targets is 2021.
Improving our carbon
intensity ratio
Fleet emissions reduction Waste avoiding landfill
Per annum
reduction
Proportion of EM
that can vest Reduction
Proportion of EM
that can vest
A target of a minimum average
over three years of 99% waste
avoiding landfill across UK
operations will apply which, if not
achieved, will result in a downward
modifier to theoutcome under this
Environmental measure.
4.2% 50% 15% 50%
Straight-line vesting
between these points
Straight-line vesting
between these points
4.0% 7.5% 12% 7.5%
Below 4.0% 0% Below 12% 0%
1 Based on a share price of £7.965, being the closing price on 1 May 2025.
Nature of award: Free and matching shares under the SIP
1
Award type Award date Vest date
Number of shares
under award Award price
2
Face value
of award
2
CEO Matching shares 19 May 2025 to 19 Aug 2025 19 May 2028 to 19 Aug 2028 22 Average £8.43 Average £46.31
Free shares 1 Sep 2025 1 Sep 2028 29 £8.37 £242.73
CFO Free shares 1 Sep 2025 1 Sep 2028 29 £8.37 £242.73
1 Free and matching share awards under the SIP do not have performance conditions; however, there is a service condition of three years from the award date
during which time the participant must remain employed by a UK Howdens Group company to avoid forfeiting the award.
2 The face value of the award is calculated using the share price at grant (the ‘Award price’).
Advisors to the Committee
The Committee regularly consults with the CEO and CFO on matters concerning remuneration, although they are never present
when their own reward is under discussion. The Company Chair attends the Remuneration Committee by invitation except
when his own remuneration is determined. The Company Secretary acts as secretary to the Committee but is never present
when his own reward is determined.
The Committee also has access to detailed external information and research on market data and trends from independent
consultants. A representative from the Committee’s independent advisor usually attends each meeting of the Remuneration
Committee. Korn Ferry was appointed by the Committee as its retained independent advisor in September 2022 following
a competitive tender process. Korn Ferry is a member of the Remuneration Consultants’ Group, which operates a code of
conduct in relation to executive remuneration consulting, and it does not provide any other services to the Group.
The Committee is satisfied that Korn Ferry provided robust, objective and independent advice during the year. Work undertaken
during the year for the Committee included Directors’ Remuneration Policy review, updating the Committee on trends in
compensation and governance matters, and advising the Committee in connection with benchmarking of the total reward
packages for the Executive Directors and other senior members of staff. Total fees paid to Korn Ferry in relation to remuneration
services provided to the Committee totalled £79,995 with fee levels based on the quantity and complexity of work undertaken.
Voting at the 2025 AGM
The result of the binding vote on the Directors’ Remuneration Policy (‘Policy’) and the advisory vote on the Directors’ Remuneration
Report (‘Report’) at the 2025 AGM are shown in the chart below. The 2024 and 2023 AGM results are also shown in the chart below.
2025
Report
Policy
For 80.49%
For 99.50%
Against 19.51%
Against 0.50%
Withheld
2
827,273
Withheld
2
5,113,269
AGM voting outcomes
For
1
Against
1 A vote 'for' includes those votes giving the Chair discretion.
2 A vote 'withheld' is not a vote in law.
2023
2024
For 86.06%
For 98.93%
Against 13.94%
Against 1.07%
Withheld
2
2,392,924
Withheld
2
47,066
Report
Report
By order of the Board
Vanda Murray OBE
Remuneration Committee Chair
25 February 2026
Remuneration Committee report continued
Fixed Variable
Financial Statements
Additional Information Governance
125
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Annual Report & Accounts 2025
124
Howden Joinery Group Plc
Annual Report & Accounts 2025
Strategic Report
Governance
Committee meeting
• Corporate Governance
update
• 2025 External audit plan
update
• Internal Audit report
• 2026 internal Audit plan
and budget
• Key controls and fraud
controls
• UK and French Depot
compliance update
• Supplier governance
update
• Terms of reference
review
• 2026 Audit Committee
calendar
• Discussion with external
auditor (without
management present)
November
Committee meeting
• Internal Audit report
• 2025 Annual Report
timetable
• Key controls and fraud
controls
• Provision 29 control
framework
• Annual review of risk
and control framework
• Internal Audit Charter
• Director of Risk &
Assurance reporting line
• Cyber security update
• ESG assurance update
September
February
Committee meeting
• Effectiveness of the
external auditor and
audit processes
• 2025 preliminary
external audit plan
• Cyber security update
• UK depot compliance
• Internal audit report
• Presentation from BDO
on changes to the UK
Corporate Governance
Code
• Discussion with Director
of Risk and Assurance
(without management
present)
April
Committee meeting
• ESG limited assurance – approval for non-audit
services to be provided by external auditor.
May
AGM
• The reappointment of KPMG LLP as the external
auditor and authority for the Directors to determine
the auditor’s remuneration were approved by
shareholders
Committee meeting
• 2024 draft Annual
Report and Accounts
and Full Year
Announcement
• Year End 2024: key
judgements
• External audit report
• External audit policies
• External auditor
independence
• Key controls: year end
assurance
• Internal Audit report
• ESG assurance –
approval for non-audit
services to be provided
by external auditor
• Conflict of interest
review
• Discussion with external
auditor (without
management present)
Introduction
I am pleased to present the Howden Joinery Group Plc
Audit Committee report for 2025. This report is divided
into the following sections:
1. Key information at a glance
2. Activities of the Committee in 2025
andkeyactivities in the year ahead
3. Financial reporting
4. Governance
5. External auditor
6. Controls and internal audit
As announced in November 2024, I took on the position
of Audit Committee Chair at the AGM in May. I took over
from Andrew Cripps who chaired the Committee since
May 2016. Andrew’s tenure saw a period of extensive
regulatory change and external market uncertainty
and his contribution to the Board was significant. I’d
like to take this opportunity to thank Andrew on behalf
of the Committee and wish him well for the future.
I look forward to answering any questions on the work
of the Audit Committee from shareholders at the AGM
in May.
Tim Lodge
Audit Committee Chair
Audit Committee
report
2025 Audit Committee activity
Key information at a glance
Committee meeting
• 2025 Half Year results,
including going concern
considerations
• External auditor Half
Year review
• 2025 external audit plan
• Key controls and Half
Year control reviews
update
• Internal Audit report
• IT controls update
• Discussion with external
auditor (without
management present)
Tim Lodge
Audit Committee Chair
July
External auditor
1
External auditor KPMG LLP (‘KPMG’)
External auditor appointed 12 May 2022
Lead audit partner Zulfikar Kamran Walji
Lead audit partner tenure Year two
(of a five-year cycle)
Reappointment of external
auditor to be recommended by
the Board
Yes
1 The information above is correct as at 27 December 2025.
Further information on page 130.
Areas of significant
financial judgement
Inventory obsolescence provisioning
Defined benefit pension scheme obligation
Further information on pages 128 and 129.
Governance
Committee meeting
• Audit Committee
effectiveness
• 2024 Year End update
• External audit progress
update
• Governance assurance
framework update
• Trade Finance Director
presentation
January
88% 88%
4%6%
6% 8%
20242025
Audit fees
Further information on pages 143 and 164.
Half Year review ESG assuranceStatutory audit fees
Financial Statements
Additional Information Governance
127
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Annual Report & Accounts 2025
Strategic Report
126
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Annual Report & Accounts 2025
Audit Committee report
Governance
Financial reporting
Results review
The Audit Committee reviewed the Group’s 2024 Annual
Report and Accounts (published in March 2025) in February
2025, and the 2025 half-yearly financial report in July 2025.
It also reviewed the Group’s 2025 Annual Report and Accounts
in February 2026.
As part of these reviews, the Committee scrutinised papers
from management on accounting policy, areas of significant
judgement, the Group’s key risks, going concern considerations
and longer-term viability. The Committee also discussed
reports from KPMG on their audit of the Annual Report and
Accounts and review of the half-yearly financial report.
The Committee considered whether the Annual Report and
Accounts were fair, balanced and understandable and
contained the information necessary for shareholders to
assess the Company’s position, performance, business
model, and strategy.
Controls over financial reporting
The Committee received the results of management’s key
control assessments prepared by Group and Divisional
management half yearly as well as a report from the Director
of Risk and Assurance on the scope of those controls and
adequacy of evidence retained. The effectiveness of the
Group’s internal financial controls (with specific reference
to controls in place on a divisional basis) and the disclosures
made in the Annual Report and Accounts on this matter were
reviewed by the Audit Committee.
The Committee also debated regular updates in respect
of the wider key controls programme during the year. More
information on the key controls programme can be found
on page 132.
Accounting policies
There were no changes in accounting policies in the year.
Areas of significant financial judgement
The Committee exercises its judgement in deciding the areas
of accounting that are significant to the Group’s accounts.
In addition to requesting papers from management, the
Committee reviews the external audit plan and highlights
which areas are of particular concern to the Committee and
on which it would further question audit conclusions. The
external auditor’s report details the results of their procedures
in relation to these areas to the Committee.
The matters shown below have been discussed with the Chief
Financial Officer and the external auditor. The Committee has
challenged the underlying assumptions and is satisfied that
each matter has been fully and adequately addressed by the
Executive Committee, appropriately tested, and reviewed by
the external auditor, and the disclosures made in the 2025
Annual Report and Accounts are appropriate.
Inventory obsolescence provisioning
The Group’s in-stock model (further information about which
can be found in the Strategic Report beginning on page 2)
and the scale of our product range necessitates tight
management of inventory to ensure local availability of stock
while at the same time minimising obsolescence and wastage.
In 2025, management continued to take a strategic position
on stock holding. The Committee challenged management's
conclusions on stock valuation and provisioning.
The external auditor provided reports to the Committee
which evaluated the appropriateness of provisions held
against the carrying value of inventory, while also having
regard to the age of discontinued lines and volumes of
continuing lines relative to the expected usage and the levels
of historical write-offs. The Committee considered the auditor
demonstrated appropriate scepticism in their approach.
Audit Committee report continued
The Committee also considered the processes used to value
each category of inventory, including the assumptions
behind obsolescence provisions, and was satisfied with the
judgements made, and the auditor's conclusions.
Actuarial valuation of pension fund liabilities
The Committee reviewed the report of the Company's
actuaries, concluding that:
• the actuarial assumptions applied to pension fund
liabilities, and in particular the discount, inflation and
mortality assumptions, were appropriate; and
• they concurred with the views of the external auditors.
Other key judgements
Valuation of pension fund assets
The Audit Committee also considered processes to value
pension fund assets. At 27 December 2025, 43% of total
pension fund assets (2024: 49%) were assets for which there
is no observable market value (see note 22 of the consolidated
financial statements).
Some of the asset valuations required judgement because
manager valuations at the balance sheet date were not
expected to be available until after the finalisation of this
report. To minimise the risk that the valuations were not in
line with assumptions, the asset managers were contacted to
check for indicators of impairment or expected impairments,
any significant market events that may have impacted the
assets since the latest valuation, or any significant changes
in fund composition which would lead them to think that there
had been any impairment since the most recent valuation
date. The Committee concurred with the approach taken.
Governance
Governance updates
Updates on the latest governance practices for audit
committees and changes in reporting requirements were
reviewed with the external auditor. In addition to other
resources, members of the Audit Committee are members
of the KPMG Board Leadership Centre and other bodies,
which provide updates on financial and reporting matters.
During the year, the Committee received regular updates on
the proposed corporate governance reforms. This included
strengthened board accountability for the effectiveness of
the risk and internal control framework and declarations on
the effectiveness of risk management and internal control
systems as set out in the updated UK Corporate Governance
Code 2024. The Company has reported compliance (or
provided an explanation in any instances of non-compliance)
against all relevant provisions of the updated UK Corporate
Governance Code 2024, with the exception of Provision 29,
in the 2025 Corporate Governance Report on page 88.
Committee effectiveness
An effectiveness review was carried out by Grant Thornton on
the Committee and its members as part of the wider external
Board evaluation process (further detail regarding the
effectiveness review methodology can be found on page 100).
The review concluded that the Audit Committee operates in an
effective manner with strong non-executive engagement.
Assurance discussions are robust and the Committee
balances risk, controls and Howdens decentralised model
thoughtfully, supported by strong governance behaviours
and rapport.
It was also concluded that the current mix of financial,
commercial and relevant sector experience of the Committee,
and that of its advisors, was such that the Committee could
effectively exercise its responsibilities.
Policies and conflicts
The Committee reviewed its policies in relation to allocation of
non-audit work (further detail on this policy may be found on
page 131) and employment of ex-audit firm personnel. It also
reviewed the Directors’ related parties and conflicts of interest
register. Further information about the Committee’s review
of related parties and conflicts of interest may be found on
pages 133.
Competition and Markets Authority Order
(the‘Order’) compliance
The Audit Committee confirms that the Company has complied
with the provisions of the Order throughout its financial period
ended 27 December 2025 and up to the date of this report.
Audit Committees and the External Audit: Mini-
mum Standard (the ‘Minimum Standard’)
Since the introduction of the FRC’s Minimum Standard in
May 2023, and in undertaking its role and responsibilities
during the year, the Audit Committee has complied with the
Minimum Standard throughout the year. Information about
the last external audit tender can be found in the 2022 Annual
Report and Accounts. The Committee’s assessment of the
effectiveness of the external auditor can be found on pages
130 and 131.
Committee membership and Chair
Independence is critical for fair assessment of the
management team and the external and internal audit
functions. The Committee is composed entirely of independent
Non-Executive Directors.
Tim Lodge was appointed Audit Committee Chair in May 2025.
He is responsible for determining the Committee’s agenda
and for maintaining the key relationships between the Group’s
senior management, Director of Risk and Assurance, the
Company Secretary and senior representatives of the external
auditor. He is also responsible for ensuring that key audit issues
are reported to the Board in an effective and timely manner and
that they are reported to shareholders in the Annual Report.
Key Committee activities
inthe year ahead
Committee meeting
attendance in 2025
1 Tim was unable to attend the January meeting due to commitments
entered into before his appointment. He was provided with all the
Committee papers ahead of the meeting and provided his feedback to the
Committee Chair and Company Secretary.
2 Louise was unable to attend the April meeting due to a scheduling
conflict. She was provided with all the Committee papers ahead of
the meeting and provided her feedback to the Committee Chair and
Company Secretary.
• Review of the Annual Report and Accounts
andpreliminary results announcement.
• Review of Audit Committee effectiveness.
• KPMG’s reappointment as auditor to be recommended
to shareholders at the Annual General Meeting (AGM).
• Review of the 2026 interim results.
• Consideration of Internal Audit’s annual plan,
findings,independence, and resources.
• Material controls (‘Provision 29’) readiness.
• Approval of the 2027 Audit Committee calendar.
Andrew Cripps (4/4) Retired 1 May 2025
Tim Lodge (6/7)
1
Appointed 1 January 2025
Roisin Currie (7/7)
Louis Eperjesi (7/7)
Louise Fowler (6/7)
2
Vanda Murray (7/7)
Suzy Neubert (7/7)
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Audit Committee report continued
Policy for non-audit services provided by
theexternal auditor
The main aims of this policy are to:
• ensure the independence of the auditor in performing
thestatutory audit; and
• avoid any conflict of interest by clearly detailing the types
of work that the auditor can and cannot undertake.
The Audit Committee has reviewed the policy for non-audit
services to ensure that it is in line with the FRC’s Revised
Ethical Standards 2019 (which took effect from 15 March
2020) and the FRC’s Audit Quality Practice Aid 2019.
The policy, in line with regulation, substantially limits the non-
audit services which can be provided by the external auditor.
The policy provides:
• a 70% cap of the value of the audit fee for all non-audit
services calculated on a rolling three-year basis; and
• categories of service that are prohibited from being
carried out by the auditor.
The policy specifies a de minimis limit as well as the type of
non-audit work that the auditor may be engaged in without
the matter first being referred to the Audit Committee, which
considers each referral on a case-by-case basis.
The policy ensures that the auditor does not audit its own work
or make management decisions for the Company or any of its
subsidiaries. The policy also clarifies responsibilities for the
agreement of fees payable for non-audit work.
In the year, the Committee has only authorised KPMG to review
the half-yearly financial report and conduct a limited assurance
review over certain ESG KPIs. Both of these are technically
non-audit services, but are so closely connected with external
audit that it is appropriate that KPMG conduct the work and
their independence is not compromised.
Performance expectations for the external auditor
Specific auditor responsibilities
• Discuss the audit plan, materiality, and areas of
focus in advance.
• Report issues at all levels within the Company in
a timely fashion.
• Ensure clarity of roles and responsibilities between
local KPMG and Howdens’ Finance teams.
• Respond to any issues raised by management on
a timely basis.
• Meet agreed deadlines.
• Provide continuity and succession planning of key
staffmembers of KPMG.
• Provide sufficient time for management to consider
draft auditor's reports and respond to requests
andqueries.
• Ensure consistent communication between local
and central audit teams.
Wider responsibilities
• Adhere to all independence policies.
• Provide timely up-to-date knowledge of technical
andgovernance issues.
• Serve as an industry resource, communicating best
practice trends in reporting.
• Deliver a focused and consistent audit approach for
theGroup that reflects local risks and materiality.
• Liaise with the Howdens Internal Audit and Risk team
to avoid duplication of work.
• Provide consistency in advice at all levels.
• Ultimately, provide a high-quality service to the Board,
be scrupulous in their scrutiny of the Group and act with
utmost integrity.
Independence
The Committee reviews the independence of the external
auditor biannually. This includes consideration of the
potential for conflicts of interest as well as the auditor's
internal procedures to ensure independence of its staff.
Recent and relevant financial experience
Tim Lodge is a fellow of the Chartered Institute of Management
Accountants and has over 30 years’ finance and accounting
experience. He spent six years as Chief Financial Officer
(CFO) at Tate & Lyle PLC and held CFO roles at the COFCO
International group. He is currently the Audit Committee Chair
of SSP Group plc and Serco Group Plc, both public companies.
Competence relevant to the sector
The unique business model of Howdens means it does not
naturally fit into one sector and therefore when the Committee
undertook an assessment of its skills and experience it
assessed them against a number of sectors relevant to the
Company. These included building and construction,
multi-site wholesale, manufacturing and logistics, and
service to customers.
The Committee concluded that competence relevant to these
sectors was well represented within the current membership.
Thorough inductions are provided to the Committee members
and opportunities to meet with senior management and
Executives further enhance their working knowledge of the
way the Company operates.
External auditor
External auditor appointment
Following a comprehensive external audit tender process,
the Board recommended KPMG’s appointment to its
shareholders at the 2022 AGM. The Board recommended
KPMG’s reappointment to shareholders at the 2025 AGM and
shareholders approved the reappointment with 99.9% of votes
in favour.
External auditor independence
Auditor independence is an essential part of the audit framework
and the assurance it provides. The Committee therefore
undertook a comprehensive review of auditor independence
prior to appointment and during 2025, which included:
• a review of the independence of the external auditor and
the arrangements which they have in place to restrict,
identify, report and manage conflicts of interest;
• a review of the changes in key external audit staff for the
current year and the arrangements for the day-to-day
management of the audit relationship;
• consideration of the overall extent of non-audit services
provided by the external auditor, in addition to case-by-
case approval of the provision of non-audit services as
appropriate; and
• deliberation of the likelihood of a withdrawal of the auditor
from the market and note taken of the fact that there
are no contractual obligations to restrict the choice of
external auditor.
At the year end, the external auditor formally confirmed
that they had complied with the requirements of the FRC
Ethical Standard as well as internal requirements and their
independence and objectivity had been maintained. The Audit
Committee also has a policy in relation to the employment of
former members of the external audit team.
External auditor effectiveness
To assess the effectiveness of the external auditor,
theCommittee reviewed:
• the proposed plan of work presented by the external auditor,
including audit risks, materiality, terms of engagement
and fees prior to commencement of the 2025 audit;
• the external auditor’s fulfilment of the agreed audit plan
and any variations from the plan;
• evaluation from key management personnel and members
of the Committee of the external auditor’s exercise of
professional scepticism and challenge;
• robustness, scepticism, and perceptiveness of the
auditor in their handling of the key accounting and audit
judgements;
• internal control and risk content of the external auditor’s
report; and
• independence of thought and potential for conflict.
The Lead Audit Partner also met with all members of the Board
to discuss their expectations and areas of focus for the audit
process.
The Committee concluded that the external auditor remained
effective and audit quality remained high, and therefore the
Board will once again recommend KPMG’s reappointment to
shareholders at the 2026 AGM.
External auditor fees
All relevant fees proposed by the external auditor must be
reported to and approved by the Audit Committee. Details of
external audit fees may be found in note 4 to the consolidated
financial statements on page 164.
In May and July 2025, the Audit Committee approved proposals
from KPMG to undertake certain private limited ESG assurance
services for the Group. The Committee determined that it was
in the Company’s best interests to acquire these services from
KPMG due to the benefit of efficiencies created by having one
audit and assurance provider, though day-to-day assurance
work was to be carried out by a team separate from the financial
audit team. Approval was given for two limited assurance
engagements in accordance with International Standard on
Assurance Engagements UK and ISAE 3410. The Committee took
into account both the FRC Ethical Standard and Howdens’ own
policy for the provision of non-audit services when considering
the proposals and concluded that the engagements were a
permitted service under the policy.
Controls and internal audit
Internal control framework
The Group has enhanced its established framework of internal
controls, which includes the following key elements:
• The Board approves the Group’s strategy and annual
budgets; the Executive Committee is accountable for
performance against these.
• The Group and its subsidiaries operate control procedures
designed to ensure complete and accurate accounting of
financial transactions and to limit exposure to loss of assets
or fraud.
• The Audit Committee meets regularly and its responsibilities
are set out in the Audit Committee Terms of Reference
(which can be found on the Company’s website at
www.howdenjoinerygroupplc.com/governance/
corporate-governance-report/terms-of-reference-of-the-
audit-committee). The Audit Committee receives reports
from the Internal Audit function on the results of work
carried out under an annually agreed audit programme.
Operational and compliance controls are considered
when the Committee reviews the annual Internal Audit
programme. The Audit Committee has full and unfettered
access to the internal and external auditors.
• Operating entities provide certified statements of compliance
with key financial and non-financial risk areas aligned with
principal risks. These include IT and cyber controls, supplier
management, ESG, health & safety and data protection as
well as other operational areas. These controls are cyclically
tested by Internal Audit to ensure they remain effective and
are being consistently applied.
• The Audit Committee annually assesses the effectiveness of
the assurance provided by the internal and external auditors.
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Audit Committee report continued
Independent assurance
The Committee assessed the coverage of independent assurance
by reviewing the annual internal audit and compliance plans
against the Group’s controls governance process.
Internal audit effectiveness
The Committee considered that the Internal Audit function
remained effective and provided a comprehensive level of
assurance through its programme of work.
The Internal Audit team has reviewed and ensured compliance
with the revised IIA Standards. The revised Standards became
effective in 2025. The team also remains compliant with the
International Professional Practices Framework (IPPF).
The Audit Committee has commissioned an external
assessment of the internal audit function every five years to
assess the performance and effectiveness of the Internal Audit
department. The next scheduled assessment against the new
Standards commenced in 2025 and will complete in 2026.
The last assessment was completed in 2021 and no areas
reviewed were considered to be of concern.
Internal audit
The Internal Audit team has focused on the development of
our processes and frameworks to align with both new Institute
for Internal Audit (IIA) standards and the requirements of the
function for the revised Corporate Governance Code. This has
included training for the full team and the wider business.
An updated Internal Audit Charter has been approved by the
Committee and communicated to management, thereby
refreshing understanding of responsibilities for internal controls
and their verification, based on the three lines of defence model.
The Committee reviewed and challenged:
• internal Audit’s programme of work and resources and
approved its annual plan and budget;
• the level and nature of assurance activity performed by
Internal Audit;
• results of audits and other significant findings, including
the adequacy and timeliness of management’s response;
• staffing, reporting and effectiveness of divisional audit; and
• independent assurance.
Fraud risk & ECCTA
The Committee has reviewed management’s progress in
implementing required developments to comply with ECCTA.
The Committee considered the controls in place to mitigate
fraud risk and received a report from Internal Audit and other
compliance functions to confirm controls are effective. The
Committee will continue to regularly assess best practice for
ECCTA compliance over the course of 2026.
Cyber and information security risk
The risk of a cyber security incident is considered to be one of
the Group’s principal risks. More information on this risk can
be found on page 37.
Updates on cyber and information security were presented
to the Committee by the Supply Chain Director, Head of
Information Security and the Director of Infrastructure and
Service Delivery at the Committee meetings in April and
September. Areas considered by the Committee during these
updates included threat landscape, cyber insurance, and
access controls.
There were no significant information security breaches
during the year and there have been no such breaches during
the preceding three-year period. The Board received training
from A&O Shearman on cyber security and the wider threat
landscape. All members of the Audit Committee attended
this training.
Divisional controls
Members of senior management are regularly invited to
Audit Committee meetings to discuss financial reporting,
succession planning, risk management, and controls in their
business areas. During the year, this included updates from:
• the Trade Finance Director who set out her team’s priorities,
risks and opportunities;
• the Head of Compliance for the Trade division who also
presented to the Committee on the progress of the UK depot
compliance programme;
• the Supply Chain Director who attended to present on SAP
controls and cyber security;
• the UK Commercial Finance Director who presented
feedback from the review of the ESG limited assurance
engagement; and
• the Commercial Director who provided an update on Supply
Chain management.
Whistleblowing
Complaints on accounting, risk issues, internal controls,
auditing issues and related matters are reported to the Audit
Committee as appropriate. Oversight of the Company’s
whistleblowing policy is a matter considered by the Board.
The Board receives biannual updates on whistleblowing
statistics and trends (see pages 76 and 77).
Conflicts of interest and related parties
The Companies Act 2006 places a duty upon Directors to
ensure that they do not, without the Company’s prior consent,
place themselves in a position where there is a conflict, or
possible conflict, between the duties they owe the Company
and either their personal interests or other duties they owe
to a third party. If any Director becomes aware that they, or
any party connected to them, have an interest in an existing
or proposed transaction with the Company, they must notify
the Board as soon as practicable. The Board has the authority
to authorise a conflict if it is determined that to do so would
be in the best interests of the Company. The Audit Committee
reviews the output of this process annually to ensure it is
appropriately monitored.
By order of the Board
Tim Lodge
Audit Committee Chair
25 February 2026
Case study
Provision 29 readiness and material controls
The 2024 version of the UK Corporate Governance Code
has introduced a new Provision (Provision 29), requiring
boards to monitor their company’s risk management
and internal control framework and, at least annually, to
conduct a review of its effectiveness. For financial years
beginning on or after 1 January 2026, a description of
how the Board monitored and reviewed the effectiveness
of the framework, a declaration of the effectiveness
of material controls, and a description of any material
controls that have not operated effectively (including
action taken or proposed to improve them) must be
reported in the annual report.
In readiness for these changing requirements, Howdens
has completed a three-year Company-wide readiness
project. Sponsored jointly by the CEO and CFO with the
oversight of the Audit Committee, the Key Controls Project
was a wide-reaching improvement programme to further
improve our governance, controls and evidence. A key
objective of the project was to retain Howdens’ culture of
empowered, entrepreneurial teams operating efficiently
while demonstrating effective control and governance.
Our approach mapped our principal risks as well as wider
legal, financial, compliance and operational risk areas to a
revised governance framework with clear accountability
for each Executive Committee member. To do this we have
revised our risk appetite matrix and developed a clear link to
both operational and financial materiality, ensuring that our
governance approach focuses on truly material controls,
while allowing the business to keep track of its wider
operational control effectiveness.
For each area, a control framework was developed,
focused on providing the Executive member responsible
with appropriate information and evidence to ensure
it remains effective. Directly aligned with our deeply
embedded risk management process, all control owners
and reviewers are responsible for understanding
individual, evidenced risks in their area and signing off
that controls are effective and have fully operated during
the period.
Throughout the project we have aimed for a clear and
efficient process, covering governance and controls
to manage both Economic Crime and Corporate
Transparency Act 2023 (ECCTA) and the revised UK
Corporate Governance Code in one simple process.
We have upgraded our governance, risk and compliance
(GRC) tooling, which was already familiar to the business,
to provide both management sign-off of control
effectiveness and evidence management to support it.
Our GRC solution is directly linked with our 3rd line Internal
Audit activity, providing a clear link between control
sign-off, review and assurance activity for the Executive
Committee and Audit Committee.
The Audit Committee anticipates that it will report in
full against Provision 29 in the 2026 Annual Report
and Accounts.
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Sustainability
Committee report
2025 Sustainability
Committee activity
Committee meeting
• ESG strategy update
• Reporting and assurance: update on limited
assurance by KPMG and the Carbon Trust review
• Deforestation Policy approval
• EDI update
• Gender pay gap report and gender pensions gap
• 2024 Sustainability Committee report
• Sustainability Committee effectiveness review
February
Committee meeting
• ESG strategy update
• Reporting and assurance
• Sustainable product demonstration
April
Committee meeting
• Compliance and regulatory update
• Product innovation
• EDI update
• Employee wellness initiatives
• 2026 Sustainability Committee calendar
• Committee Terms of Reference
September
Peter Ventress (3/3)
Andrew Cripps (2/2) Retired 1 May 2025
Roisin Currie (3/3)
Louis Eperjesi (3/3)
Louise Fowler (3/3)
Tim Lodge (3/3)
Vanda Murray (3/3)
Suzy Neubert (3/3)
• Receive updates on execution of the Group’s
sustainability strategy, including the roadmap for
SBTi Net Zero targets.
• Receive updates on the Group’s equality, diversity
and inclusion priorities, workforce skills and
development.
• Review the Sustainability Committee’s Report and
Terms of Reference.
• Approval of the 2027 Sustainability Committee
calendar.
Committee meeting
attendance in2025
Key Committee activities
inthe year ahead
Peter Ventress
Sustainability Committee Chair
Introduction
I am pleased to present the Sustainability Committee
report for 2025. This report is organised into the
following sections:
1. Committee member attendance, Committee
evaluation results, Committee activity in 2025
and keyactivities in the year ahead
2. Committee environmental and social
considerations in the year
Having a sustainable business is a priority for the
Board. It is central to everything we do and the
Sustainability Committee helps to ensure that it is
given as much of the Board’s time and attention as our
other business priorities. Many of the items considered
and approved at the Committee are considered in
detail in the Sustainability Matters report (beginning
on page 42), so this Committee report is necessarily
shorter than others to avoid duplication but to still
highlight some of the key work of the Committee during
the year, and to consider the work in the year ahead.
Peter Ventress
Sustainability Committee Chair
Governance
Supplier engagement
Identifying and reducing emissions from Howdens’ supply chain
represents the biggest challenge to achieving the Group’s Net
Zero goals. The Committee received updates from the Director
of ESG throughout the year on the supplier engagement
strategy and the focus on supplier emissions data.
In March 2026, members of the Committee will attend the
Howdens Supplier Conference and will take direct feedback
from suppliers.
Biodiversity
In February, Howdens announced details of a two-year
sponsorship partnership programme with National Parks.
The programme supports nature recovery projects that
focus on enhancing biodiversity, restoring local ecosystems,
and contributing to urgent climate action across the UK’s
National Parks.
In April, the Committee reviewed the Group deforestation policy.
This policy can be found at www.howdenjoinerygroupplc.
com/docs/librariesprovider25/archives/sustainability/
deforestation-policy-approved-24th-march-2025.pdf
Nature and the environment are a key aspect of Howdens’
wider sustainability agenda and the partnership with National
Parks supports this. The Committee will receive regular
updates from the Director of ESG during 2026 on Howdens
approach to nature and biodiversity. Further information is
available at www.newforestnpa.gov.uk/about-us/uk-national-
parks/howdens/
Incentivising sustainable behaviour and training
In 2023, the Remuneration Committee introduced an ESG
performance measure into the long-term incentive plan used
for executive management. The measure included a basket of
carbon reduction measures and an underpin to provide that
more than 99% of the Group’s operating waste was diverted
from landfill. This award will vest in April 2026. Details of how
management performed against the targets set can be found
on pages 116 and 117 of the Remuneration Committee report.
The Sustainability Committee will continue to work with the
Remuneration Committee to agree suitably stretching targets
on environmental matters.
In 2025, a training module on ESG strategy and sustainable
behaviours was made available to all employees through the
Howdens Academy platform. The Committee is committed to
ensuring that information and incentives are used to promote
the Group’s wider ESG strategy.
Committee environmental and social
considerations in the year
ESG compliance
A significant proportion of the Committee’s activity during the
year was in consideration of the regulatory burden relating
to ESG disclosure and compliance. Whilst the provisions in
the Corporate Sustainability Reporting Directive (CSRD)
applicable to the French business have been delayed,
seemingly until 2028, the overall reporting obligation on the
Group remained significant. In order to support our disclosure
activities during the year, a dedicated data analyst was
recruited to the ESG team and the Director of Commercial
Finance was given accountability for carbon and waste
reporting. The Committee was supportive of both of these
developments and welcomed the rigour and audit-readiness
this would provide.
KPMG have been engaged since 2024 to provide private
limited assurance over the Group’s carbon disclosures
(as mentioned in the Audit Committee report, which starts on
page 126). Sustainability Committee will work with the Audit
Committee on CSRD readiness and to support the Group’s
ESG reporting going into 2026.
Net Zero
1
The Committee received regular updates on progress against
the Group’s SBTi approved Net Zero targets from the Director of
ESG and will continue to do so in 2026 and in future years. During
the year, the Committee received updates on various carbon
reduction initiatives throughout the Group. This included the
installation of solar panels at the Howden site. More information
on these initiatives can be found in the Sustainability Matters
report, which begins on page 42.
The Committee is mindful of 2030 targets, which include the
reduction of absolute Scope 1 and 2 GHG emissions by 42%
and absolute Scope 3 GHG emissions by 25%. In addition, the
Committee will monitor the target for 25% of suppliers (by spend)
to set science based targets by 2027.
More information on the Group’s sustainability activities can
be accessed at https://howdens.foleon.com/sustainability/
our-road-to-zero/
1 See page 47 for a definition of ‘Net Zero’.
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Governance
Sustainability Committee report continued
Equality, diversity and inclusion (EDI) and skills
The Committee continued to have oversight of management’s
EDI strategy and received regular updates from the HR team
throughout the year.
The Committee considered and approved the Group’s Gender
pay gap report in February and will continue to monitor this
with the Remuneration Committee in 2026. Information was
also provided to the Committee on the gender pensions gap.
The Committee received updates on employee diversity data
and the results of pulse surveys undertaken throughout the
year. The introduction of the Workday HR system in 2026 will
provide the Committee with more detailed information and
analysis.
Employee wellness
Safeguarding the health of our employees (physical and
mental) underpins our sustainable business. By providing
better access to healthcare and support services, we improve
the lives of our employees and reduce the number of lost time
hours for the business.
During the year, the Committee received updates on various
wellbeing initiatives introduced by management. These
included the ongoing use of wellbeing reps throughout the
business, ‘know your numbers’ health screening, gambling and
alcohol awareness support sessions and access to a virtual
GP service. These services are available to all employees and
the Committee will continue to support management on new
wellbeing initiatives in the year ahead. More information on
these initiatives can be found on page 55.
The Directors have pleasure in submitting their report and the audited financial
statements for the 52-week period ended 27 December 2025. Comparative figures
relate to the 52 weeks ended 28 December 2024.
To make our Annual Report and Accounts more accessible, a number of the sections traditionally found in this report can be
found in other sections of this Annual Report and Accounts where it is deemed that the information is presented in a more
connected and accessible way. The Directors’ report comprises the sections detailed below, including the statement on political
donations and research and development. Any sections that have been moved have been cross-referenced below.
Located in the Sustainability matters report:
Greenhouse gas emissions and streamlined energy
and carbon reporting (SECR): Details of the Group’s
greenhouse gas emissions, as required by Sch. 7 of
the Large and Medium-Sized Companies and Groups
(Accounts and Reports) Regulation 2008 as amended
by the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013, are set out on page
60. Information required by the Large and Medium-
sized Companies and Groups (Accounts and Reports)
Regulations 2008 as amended by the Companies
(Directors' Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018 (SI
2018/1155), can be found on pages 60 and 61.
Located in the Strategic Report:
Matters of strategic importance, principal Group
activities, business review, and results: pages 1 to 35.
Dividend and other returns to shareholders: pages 20,
33, and 34.
Located in the Governance section:
Directors of Howden Joinery Group Plc: The names of
anyone who served as a Director during the period can be
found on page 69 under 'Board meeting attendance'.
2024 version of the UK Corporate Governance Code
(the ‘Code’): How the Company applied the Principles and
complied with the Provisions of the Code can be found
on pages 88 to 93. A copy of the Code can be accessed via
www.frc.org.uk.
Internal control and risk management arrangements:
Internal control arrangements information can be found
in the Audit Committee report on pages 131 to 133. Risk
management arrangements information can be found on
pages 36 to 41.
Board and Group Diversity policies: page 98.
Stakeholder engagement: Details regarding the
engagement with suppliers, customers, and others in
business relationships with the Company, as required by
Sch. 7 to the Large and Medium-Sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as
amended by the Companies (Miscellaneous Reporting)
Regulations 2018), can be found on pages 80 to 87.
Employees: The total number of employees and gender
diversity statistics are located on page 98. The methods
of engaging with the workforce can be found on pages
82 and 83. All eligible UK employees have been invited to
participate in a free shares award under the Company’s
Share Incentive Plan (the ‘SIP’) each year since 2015 and,
since 2024, Isle of Man employees have been invited to
participate in free shares awards. Since 2021, eligible UK
employees have also been invited to participate in a SIP
partnership and matching shares plan.
Directors’ statement of disclosure of information to the
auditor: page 65.
Directors’ report
Financial Statements
Additional Information Governance
137
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Annual Report & Accounts 2025
136
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Annual Report & Accounts 2025
Strategic Report
Directors’ report
Governance
Located in the Additional Information section:
Annual General Meeting (AGM): Information about the
AGM can be found on page 215. The recommendation to
reappoint KPMG LLP as the Group’s auditor can be found
on page 126.
Share capital, substantial shareholdings and whether
the Company’s acquired its own shares (including
nominal value of shares purchased): pages 215 and 216.
Directors' Indemnity and Insurance: page 216.
Significant agreements, which take effect, alter or
terminate upon a change of control: page 216.
Disclosure required under Listing Rule 6.6.1R:
• Dividend waivers: page 215.
• Published profit forecasts made during the reporting
period to 27 December 2025: page 216.
Located in the financial statements:
Employees: The average number of employees and their
remuneration are shown in note 21. Details of the SIP can be
found in note 23.
Financial risk management (relating to SI 2008/410
Schedule 7 Part 1.6): note 20.
Disclosure required under UKLR 6.6.1R:
• Details of long-term incentive schemes: note 23.
• Details of any tax relief, including amount and
treatment: note 7.
The remaining disclosures required by UKLR 6.6.1R
(with the exception of those described below under
subheading 'Located in the additional information section')
are not applicable to the Company.
Dividend: note 17.
Political donations
The Group made no political donations during the current and
previous financial years. Nor has it made any contributions
to any non-UK political party during the current or previous
financial years.
Research and development (R&D)
The Group undertakes development activities in relation to
its product design and innovation work. The five pillars that
new product design and sourcing decisions are based on are:
sustainability, quality, design, cost, and availability (further
information on new product introductions can be found on
pages 22 and 23). The Group also undertakes development
work in relation to its digital capabilities to make life easier for
our trade customers and our depots (further information about
our digital developments can be found on pages 23 and 27).
By order of the Board
Forbes McNaughton
Company Secretary
25 February 2026
Directors’ report continued
Non-financial measures are an important part of our business and we have recognised the importance of non-financial
information in our annual reports for many years. The Board is committed to acting responsibly and working with our
stakeholders to manage the social and ethical impact of our activities. The Howdens culture is to be ‘worthwhile for all
concerned’ and so we aim to treat all our stakeholders fairly and with integrity.
We have a number of Group policies to provide guidance to our employees. The policies are designed to be easily
understood and they generally include examples of acceptable and unacceptable behaviours.
To consolidate our reporting requirements under sections 414CA and 414CB of the Companies Act 2006 in respect of
non-financial reporting and sustainability information, the table below shows where in this Annual Report and Accounts
to find each of the disclosure requirements.
Focus area Policies and statements More information and outcomes
Environmental
matters
Sustainability and
Corporate Social
Responsibility Statement of
Intent (see Group website).
• Greenhouse gas emissions and streamlined energy and carbon reporting
(pages 60 and 61).
• Discussion about the Company's sustainability strategy and SBT Net Zero
commitment and targets (pages 44 to 47).
• Climate-related financial disclosure as defined in section 414CA(2a) Companies Act
2006 (Governance – (a) on pages 206 and 207; Strategy – (f) on pages 207 and 208;
Risk management – (b), (c), (d) and (e) on pages 208 to 211; Metrics and Targets – (g)
and (h) on page 209).
• Discussion of the Company’s progress on implementing the recommendations of the
Task Force on Climate-Related Financial Disclosures (pages 58 and 206).
• Discussion of the UN Sustainable Development Goals (UN SDGs) (page 45).
• Discussion of our progress on 'zero waste to landfill' (page 29), Route to Net
Zero (pages 46 and 47), decarbonisation of the distribution fleet (page 51),
our sustainable product offer and product innovation (page 52) and our use of
renewable energy sources (page 50).
• KPIs on production waste reduction (page 29) and our target of 100% of wood-based
material used in manufacturing processes being made from FSC
®
or PEFC certified
sources (page 29).
Social matters Sustainability and
Corporate Social
Responsibility Statement of
Intent (see Group website).
• Our impact on our stakeholders (pages 56 and 57) and engagement
with stakeholders (starting on page 80).
• Our progress on equality, diversity and inclusion and wellbeing matters
(pages 54 and 55).
• Our Boardroom and Group Diversity Policies (page 98).
Respect for
human rights
Human Rights Policy and
Modern Slavery Statement
(see Group website).
• Discussion of our EDI and wellbeing initiatives (pages 54 and 55).
• Our Modern Slavery Statement (see Group website) sets out how we actively monitor
suppliers and train our procurement staff.
• Internationally recognised labour standards form part of our contracts of employment.
Anti-bribery
and corruption
Anti-bribery and
corruption, conflicts of
interest, corporate gifts
and hospitality, anti-
money laundering, anti-tax
evasion, anti-competition
law and anti-fraud.
• The Board considers and approves the following Group policies: anti-bribery and
corruption, anti-money laundering, anti-tax evasion, competition law policy, anti-fraud,
market abuse compliance and the Modern Slavery Statement and whistleblowing.
• We have a rolling programme of refresher training on human rights, modern slavery,
and anti-bribery for our compliance team and buyers.
• Further information about our whistleblowing facility may be found on page 133.
Employees Health & Safety Statement
of Intent (see Group
website), market abuse
compliance, data
protection and privacy,
and whistleblowing.
• KPI on Health and Safety and discussion of Health and Safety performance and
initiatives (page 29).
• Discussion of employee rewards and benefits, development opportunities and
apprentice schemes (pages 54, 55, and 109).
• Diversity policies and statistics (pages 97 and 98).
• Workforce engagement (pages 82 and 83).
• Directors’ Remuneration Policy (see Group website for the full current policy).
We outline our resilient business model on pages 16 and 17. All of our non-financial KPIs are presented together on page 29.
A discussion of our principal and emerging risks, including those related to our business relationships, products and
services, as well as a description of our risk management process, starts at page 36.
Non-financial and sustainability
information
Financial Statements
Additional Information Governance
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Annual Report & Accounts 2025
Strategic Report
Directors’ statements
Dividends paid
£116.6m paid in 2025
Revenue
£2.4bn (2024: £2.3bn)
EPS
49.2p (2024: 45.6p)
Net cash
£345m (2024: £344m)
Profit before tax
£345m (2024: £328m)
Operating profit
£355m (2024: £339m)
Our financial
performance
2023 2023£340m 46.5p
£328m £283m2023
2024
2025
2024
2025
++2024
2025
2024
2025
2024
2025
2024
2025
2023 2023£2.3bn
£2.3bn
£2.4bn
£339m
£355m
£328m
£345m
45.6p
49.2p
£344m
£345m
£115.9m
£116.6m
2022 2022 2022
2021 2021
£415m 65.8p £115.0m
2021
(inc. £54.1m special dividend) £133.6m£402m 53.2p
£406m £308m2022 2022 2022
2021 2021
2021
£2.3bn
£2.1bn
£390m
£515m
£114.1m2023
Financial Statements
Governance
Strategic Report
141
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Annual Report & Accounts 2025
Additional Information
Financial Statements
140
Howden Joinery Group Plc
Annual Report & Accounts 2025
141
Howden Joinery Group Plc
Annual Report & Accounts 2025
142 Independent auditor’s report
157 Consolidated income statement
157 Consolidated statement of comprehensive income
158 Consolidated balance sheet
159 Consolidated statement of changes in equity
160 Consolidated cash flow statement
161 Notes to the consolidated financial statements
197 Company balance sheet
198 Company statement of changes in equity
199 Notes to the Company financial statements
Financial Statements Page Title
Audit committee interaction
During the year, the AC met 7 times. KPMG are invited to attend all AC meetings and are provided with an opportunity to meet
with the AC in private sessions without the Executive Directors being present. For each Key Audit Matter, we have set out
communications with the AC in section 4, including matters that required particular judgement for each.
The matters included in the Audit Committee report on pages 128 to 129 are materially consistent with our observations of
those meetings.
Our independence
We have fulfilled our ethical responsibilities under, and we
remain independent of the Group in accordance with,
UK ethical requirements including the FRC Ethical Standard
as applied to listed public interest entities.
We have not performed any non-audit services during
FY25 or subsequently which are prohibited by the FRC
Ethical Standard.
We were first appointed as auditor by the shareholders for
the 52 week period ended 24 December 2022. The period
of total uninterrupted engagement is for the four financial
years ended 27 December 2025.
The Group engagement partner is required to rotate every
5 years. As these are the second set of the Group’s financial
statements signed by Zulfikar Walji, he will be required to
rotate off after the FY28 audit.
Total audit fee £1.5m
Audit related fees (including interim review) £0.1m
Other services £0.1m
Non-audit fee as a % of total audit and audit
related fee % 6%
Date first appointed 12 May 2022
Uninterrupted audit tenure 4 years
Next financial period which requires a tender 2032
Tenure of Group engagement partner 2 years
1. Our opinion is unmodified
In our opinion:
• the financial statements of Howden Joinery Group Plc give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 27 December 2025, and of the Group’s profit for the 52 week period then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
• the Parent Company financial statements have been properly prepared in accordance with UK accounting standards,
including FRS 101 Reduced Disclosure Framework; and
• the Group and Parent Company financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Howden Joinery Group Plc (“the Company”) for the
52 week period ended 27 December 2025 (FY25) included in the Annual Report and Accounts, which comprise:
Group (Howden Joinery Group Plc and its subsidiaries) Parent Company (Howden Joinery Group Plc)
• Consolidated income statement
• Consolidated statement of comprehensive income
• Consolidated balance sheet
• Consolidated statement of changes in equity
• Consolidated cash flow statement
• Notes 1 to 26 to the Group financial statements, which include the
accounting policies.
• Company balance sheet
• Company statement of changes in equity
• Notes 1 to 8 to the Parent Company financial statements,
which include the accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate
basis for our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included
in our reporting to the Audit Committee (“AC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public interest entities.
KPMG LLP’s Independent auditor’s report
Factors driving our view of risks
We have undertaken a risk assessment to identify those
matters that, in our professional judgment, were of most
significance in the audit of the financial statements of the
current period. We have considered the sector in which the
Company operates and the external factors that drives the
key underlying risks.
Our risk assessment also considers the Group’s
operations, the macro-economic and other relevant
external factors which impact the judgements and
estimates made by the Group.
We have determined that inventory provisioning is of
significance to our audit given the scale of the Group’s
product range which means there is significant judgement
in determining the adequacy and completeness of the
inventory obsolescence provision, in particular the
provision applied to discontinued and slow-moving
product lines. Inventory provisioning includes estimation
based on both historic usage and forward-looking demand
assumptions. The continued uncertainty in the macro-
economic environment during FY25 is not considered to
have a significant impact on the already high estimation
uncertainty associated with this key audit matter.
We have revised our inventory key audit matter to be
focused only on inventory provisioning in FY25. This reflects
the continued reduction in relative complexity and resulting
effort required in auditing inventory costing and quantities
over the years.
We have identified the defined benefit pension obligation as
a key audit matter given the significant level of estimation
required to determine the valuation of the gross defined
benefit liability. The sensitivity of this estimation is heightened
when there is volatility in macro-economic conditions, as
experienced in the UK in recent years and into FY25. The risk
has therefore not changed significantly from the prior year.
The recoverability of the Parent Company’s investment in
subsidiary is not at a high risk of significant misstatement,
however is identified as a key audit matter due to its
materiality in the context of the Parent Company
financial statements.
Key Audit Matters Vs FY24 Item
Inventory provisioning (Group)
4.1
Defined benefit pension obligation
(Group)
4.2
Recoverability of Parent Company’s
investments in subsidiaries
(Parent Company only)
4.3
2. Overview of our audit
To the members of Howden Joinery Group Plc
Financial Statements
Additional Information Governance
Strategic Report
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Annual Report & Accounts 2025
Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements
Independent auditor’s reportFinancial Statements Financial Statements Page Title
3. Going concern, viability and principal risks and uncertainties
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group
or the Parent Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s
financial position means that this is realistic. They have also concluded that there are no material uncertainties that could
have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the
financial statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the
general economic environment to identify the inherent risks
to its business model and analysed how those risks might
affect the Group’s and Company’s financial resources or
ability to continue operations over the going concern period.
The risk that we considered most likely to adversely affect
the Group’s and Company’s available financial resources
over this period was:
• Customer confidence in light of the current cost of
living challenges, and the possibility of this negatively
impacting the Group’s sales.
We considered whether these risks could plausibly affect the
liquidity or covenant compliance in the going concern period
by assessing the degree of downside assumptions that,
individually and collectively, could result in a liquidity issue,
taking into account the Group’s and Company’s current and
projected cash and facilities (a reverse stress test).
We assessed the completeness of the going concern
disclosure in note 1 to the financial statements.
Accordingly, based on those procedures, we found the
Directors’ use of the going concern basis of accounting
without any material uncertainty for the Group and Parent
Company to be acceptable.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that
are inconsistent with judgements that were reasonable at
the time they were made, the above conclusions are not
a guarantee that the Group or the Parent Company will
continue in operation.
Our conclusions
• We consider that the Directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
• We have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s or
Parent Company’s ability to continue as a going concern
for the going concern period;
• We have nothing material to add or draw attention to in
relation to the Directors’ statement in note 1 to the financial
statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
significant doubt over the Group and Parent Company’s use
of that basis for the going concern period, and we found the
going concern disclosure in note 1 to be acceptable; and
• The related statement under the UK Listing Rules set out
on page 62 is materially consistent with the financial
statements and our audit knowledge.
Independent auditor’s report continued
Group scope (item 7 below)
We have performed risk assessment procedures to
determine which of the Group’s components are likely to
include risks of material misstatement to the Group financial
statements, what audit procedures to perform at these
components and the extent of involvement required from
our component auditors around the world.
We performed procedures at 4 (FY24: 4) components
of the total 16 (FY24: 15) components. We determined
which components are likely to include risks of material
misstatements to the Group financial statements.
We identified 4 (FY24: 4) quantitatively significant
components as those contributing at least 10%
(FY24: 10%) of total revenue or total assets.
In addition, for the remaining components for which we
performed no audit procedures, we performed analysis at
an aggregated Group level to re-examine our assessment
that there is not a reasonable possibility of a material
misstatement in these components.
Our audit of the Group was undertaken to the materiality
levels specified above and was performed by a single
audit team.
We consider the scope of our audit, as communicated to
the Audit Committee, to be an appropriate basis for our
audit opinion.
Our audit procedures covered 96%
of Group revenue:
We performed audit procedures in relation to components
that accounted for the following percentages:
The impact of climate change on our audit
We have considered the potential impacts of climate change
on the financial statements as part of planning our audit.
On page 41, the Group has explained that climate change
is an emerging risk. It identifies this both in terms of
transitional risks as the world moves towards a zero-carbon
economy, and the physical risks presented as climate
change. The Group has set its own targets to reduce
emissions, as described on page 47.
Climate change impacts the Group in a variety of ways, and
page 58 describes the associated risks and opportunities
identified by the Directors. These include the impact of
climate risk on the reputation of the Group. However, the
Group has not identified any risks which have a material
impact on the preparation of the financial statements.
We performed a risk assessment, taking into account climate
change risks and commitments made by the Group, of how
climate change may impact the financial statements and our
audit. This included enquiries of management, consideration
of the Group’s processes for assessing the potential impact of
climate change risk on the financial statements and assessing
the TCFD scenario analysis performed by the Group.
Based on our risk assessment we determined that the climate
related risks to the Group’s business, strategy and financial
planning do not have a significant impact on balances in the
financial statements or on our key audit matters.
We have read the Group’s disclosure of climate related
information in the annual report as set out on pages 42 to 61
and pages 206 to 213 and considered consistency with the
financial statements and our audit knowledge.
Materiality (item 6 below)
The scope of our work is influenced by our view of
materiality and our assessed risk of material misstatement.
We have determined overall materiality for the Group
financial statements as a whole at £15.5m (FY24: £16m)
and for the Parent Company financial statements as a
whole at £9.5m (FY24: £9.8m).
Consistent with FY24, we determined that profit before tax
remains the benchmark for the Group. As such, we based
our Group materiality on profit before tax, of which it
represents 4.5% (FY24: 4.9%).
Materiality for the Parent Company financial statements
was determined with reference to a benchmark of Parent
Company total assets of which it represents 1% (FY24: 1%).
Group Group Materiality
GPM Group Performance
Materiality
HCM Highest Component
Materiality
PLC Parent Company Materiality
LCM Lowest Component Materiality
AMPT Audit Misstatement Posting
Threshold
Materiality levels used in our audit
To the members of Howden Joinery Group Plc
Quantitatively significant components
Group
GPM
HCM
PLC
LCM
AMPT
FY25 £m
FY24 £m
96% 97% 95%
Group revenue
Total profits and
losses that make
up Group PBT
Group total
assets
9.8
9.5
4
4
0.8
0.8
16
15.5
12
11.6
15.2
14.7
Financial Statements
Additional Information Governance
Strategic Report
Financial Statements
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Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
4.1 Inventory provisioning (Group)
Financial Statement Elements
Our assessment
of risk vs FY24 Our results
FY25 FY24
The nature of the inventory
key audit matter has changed
during the year. In FY25 the
key audit matter relates only
to the inventory provisioning
as this reflects the continued
reduction in relative complexity
and resulting effort required in
auditing inventory costing and
quantities over the years.
Our assessment is that the
risk relating to inventory
provisioning is similar to FY24.
FY25: Acceptable
FY24: Acceptable
Inventories gross value £458.5m £435.6m
Inventory provision £49.3m £44.9m
Description of the Key Audit Matter Our response to the risk
The Group holds a significant amount of inventory
across its large depot network and a number of
warehouses. As at 27 December 2025, net inventory,
after recognising relevant provisions is £409.2 million
(FY24: £390.7 million).
Subjective estimate
The scale of the Group’s product range means there is
significant judgement in determining the adequacy and
completeness of the inventory obsolescence provision,
in particular the provision applied to discontinued and
slow-moving product lines. Inventory provisioning includes
estimation based on both historic usage and forward-
looking demand assumptions. Given the judgement
required in determining this provisioning and the potential
opportunities for bias in the subjective estimate, we have
identified this as an area at higher risk of fraud or error.
The continued uncertainty in the macro-economic
environment during FY25 is not considered to have
a significant impact on the already high estimation
uncertainty associated with this key audit matter.
The effect of these matters is that, as part of our
risk assessment, we determined that the inventory
obsolescence provision has a high degree of estimation
uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial
statements as a whole.
Our procedures to address the risk included:
• Our sector experience: we challenged the Directors’ methodology and key
assumptions supporting the inventory provision, including the provision
percentages applied to discontinued and slow-moving products, the
expected level of inventory that may not be in demand and its respective
sales price, against our knowledge of the business and industry.
• Historical comparisons: we assessed the Directors’ assumptions made in the
inventory obsolescence provision by comparing to the historical utilisation.
• Test of detail: we evaluated the appropriateness of each of the key
assumptions within the provision which are supported by data elements
back to relevant source data and challenged the level of provision applied
by the Directors to discontinued items.
• Test of detail: we evaluated the completeness of the provision by testing
a sample of current inventory lines for slow moving items or sales prices
below cost to evaluate whether additional provisioning is required.
• Assessing transparency: we assessed the adequacy of the financial
statement disclosures about the degree of estimation uncertainty in
arriving at the net realisable value.
We performed the detailed tests above over inventory provisioning rather than
seeking to rely on any of the Group’s controls because the nature of the balance
is such that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Communications with the Howden Joinery Group Plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
• Our approach to the audit of inventory including details of our planned substantive procedures. This includes the revision to our
inventory key audit matter to be focused only on inventory provisioning; and
• Our conclusions on the appropriateness of the Group’s inventory provisioning methodology and disclosures.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
• Subjective auditor judgement was required in assessing the adequacy of the inventory obsolescence provision, in particular the
provision percentages applied to the discontinued and slow-moving inventory lines.
Our results
We found the level of inventory provisioning to be acceptable (FY24: Acceptable).
Disclosures of emerging and principal risks and longer-term viability
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the Directors’ disclosures in respect of emerging and principal risks and the viability
statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the Directors’ confirmation within the Long-term prospects and viability statement that
they have carried out a robust assessment of the emerging and principal risks facing
the Group, including those that would threaten its business model, future performance,
solvency and liquidity;
• the 2025 principal risks and uncertainties disclosures describing these risks and how
emerging risks are identified and explaining how they are being managed and mitigated;
and
• the Directors’ explanation in the Long-term prospects and viability statement of how
they have assessed the prospects of the Group, over what period they have done so and
why they considered that period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Long-term prospects and viability statement set out
on pages 63 to 64 under the UK Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge acquired
during our financial statements audit. As we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are inconsistent with judgements
that were reasonable at the time they were made, the absence of anything to report on these
statements is not a guarantee as to the Group’s and Parent Company’s longer-term viability.
Our reporting
We have nothing material
to add or draw attention
to in relation to these
disclosures.
We have concluded that
these disclosures are
materially consistent with
the financial statements
and our audit knowledge.
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified
by us, including those which had the greatest effect on:
• the overall audit strategy;
• the allocation of resources in the audit; and
• directing the efforts of the engagement team.
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to
address those matters and our results from those procedures. These matters were addressed, and our results are based
on procedures undertaken, for the purpose of our audit of the financial statements as a whole. We do not provide a separate
opinion on these matters.
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
Financial Statements
Additional Information Governance
Strategic Report
Financial Statements
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Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
4.3 Recoverability of Parent Company’s investments in subsidiaries (Parent Company)
Financial Statement Elements
Our assessment
of risk vs FY24 Our results
FY25
FY24
Restated
Our assessment is that the
riskis similar to FY24.
FY25: Acceptable
FY24: Acceptable
Investment in subsidiary £813.5m £803.2m
Description of the Key Audit Matter Our response to the risk
Low risk, high value
The carrying amount of the Parent Company’s investment in its
subsidiary (Howden Joinery Holdings Limited) represents 70% of
the Parent Company’s total assets. Its recoverability is not at a high
risk of significant misstatement or subject to significant judgement.
However, due to its materiality in the context of the Parent Company
financial statements, this is considered to be the area that had the
greatest effect on our overall Parent Company audit.
See note 8 for further details relating to the restatement of the
carrying amount of the investment in the prior year.
Our procedures to address the risk included:
• Tests of detail: We assessed the carrying amount of the
investment in subsidiary against the net assets of the relevant
subsidiary included within the Group consolidation to identify
whether its net asset value, being an approximation of its
minimum recoverable amount, was in excess of the carrying
amount. Our procedures also included assessing whether the
subsidiary has historically been profit-making.
• Comparing valuations: As the investment’s carrying amount
exceeded the net asset value, we compared its carrying amount
to the market capitalisation of the Group as Howden Joinery
Holdings Limited either directly or indirectly owns all other
subsidiaries of the Group.
We performed the detailed tests above rather than seeking to rely
on any of the Group’s controls because the nature of the balance
is such that we would expect to obtain audit evidence primarily
through the detailed procedures described.
Communications with the Howden Joinery Group Plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
• Our approach to the audit of the Parent Company investment in subsidiary including details of our planned substantive procedures; and
• Our conclusions on the recoverability of the Parent Company’s investment carrying value in its subsidiary.
Areas of particular auditor judgement
Limited auditor judgement was required in relation to the carrying amount of the Parent Company’s investment in its subsidiary.
Our results
We found the carrying value of the Parent Company’s investment in its subsidiary to be acceptable (FY24: Acceptable).
Further information in the Annual Report and Accounts: See page 199 for the accounting policy on Parent Company investment
and note 3 for the financial disclosures.
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 128 for details on how the Audit
Committee considered inventory provisioning as an area of significant attention, page 174 for the accounting policy on inventory
provisioning, and note 12 for the financial disclosures.
4.2 Defined benefit pension obligation (Group)
Financial Statement Elements
Our assessment
of risk vs FY24 Our results
FY25 FY24
Our assessment is that the
riskis similar to FY24.
FY25: Acceptable
FY24: Acceptable
Gross defined benefit liability £797.4m £808.0m
Description of the Key Audit Matter Our response to the risk
Subjective estimate
A significant level of estimation is required in order to determine
the valuation of the gross defined benefit liability. Small changes
in the key assumptions (in particular, discount rates, inflation
and mortality rates) can have a material impact on the amount
recognised in the financial statements.
The sensitivity of this estimation is heightened when there is volatility
in macro-economic conditions, as experienced in the UK in recent
years and into FY25. The risk has therefore not changed significantly
from the prior year.
The effect of these matters is that, as part of our risk assessment,
we determined that valuation of the gross defined benefit liability
has a high degree of estimation uncertainty, with a potential range
of reasonable outcomes greater than our materiality for the
financial statements as a whole, and possibly many times that
amount. The financial statements (note 22) disclose the sensitivities
estimated by the Group.
Our procedures to address the risk included:
• Benchmarking assumptions: we challenged, with the support
of our own actuarial specialists, the key assumptions applied
in the estimation of the pension liability, being the discount rate,
inflation rate and mortality/life expectancy, by comparing to
externally derived data.
• Actuary’s credentials: we assessed the competence,
capabilities and objectivity of the Group’s actuarial expert.
• Assessing transparency: we considered the adequacy of the
Group’s disclosures relating to the sensitivity of the pension
liability to these assumptions.
We performed the detailed tests above rather than seeking to rely
on any of the Group’s controls because the nature of the balance
is such that we would expect to obtain audit evidence primarily
through the detailed procedures described.
Communications with the Howden Joinery Group Plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
• We discussed our audit response to the Key Audit Matter which included the use of specialists to challenge the key aspects of the actuarial
valuation;
• Our conclusions on the appropriateness of the key actuarial assumptions applied to the valuation of the gross defined benefit liability; and
• The adequacy of the disclosures, particularly as it relates to the sensitivities disclosed by the Group.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
• Subjective and complex auditor judgement was required in evaluating the key actuarial assumptions used by the Group
(including the discount rate, inflation and mortality assumptions).
Our results
We found the valuation of the gross defined benefit pension liability to be acceptable (FY24: Acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee report on page 129 for details on how the
Committee considered validity of pension assumptions as an area of significant attention, page 185 for the accounting policy
on defined benefit pensions, and note 22 for the financial disclosures.
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
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Additional Information Governance
Strategic Report
Financial Statements
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Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
Laws and regulations – identifying and responding to risks of material misstatement relating
to compliance with laws and regulations
Laws and regulations risk assessment
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial
statements from our general commercial and sector experience, and through discussion with the Directors (as required
by auditing standards), and discussed with the Directors the policies and procedures regarding compliance with laws
and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including
the entity’s procedures for complying with regulatory requirements.
Risk communications
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-
compliance throughout the audit.
Direct laws context and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably.
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation (including related companies legislation), distributable profits legislation, pension scheme legislation and
taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures
on the related financial statement items.
Most significant indirect law/regulation areas
The Group is subject to many other laws and regulations where the consequences of non-compliance could have a material
effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the
loss of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: health and
product safety and employment laws recognising the nature of the Group’s activities.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry
of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach
of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing
standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit
procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud
and cannot be expected to detect non-compliance with all laws and regulations.
5. Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of Directors, the Audit Committee, internal audit and inspection of policy documentation as to the Group’s high-
level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel
for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board and Audit Committee meeting minutes.
• Considering remuneration incentive schemes and performance targets for management and Directors including the
long-term incentive plan for management remuneration.
• Using analytical procedures to identify any unusual or unexpected relationships.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout
the audit.
Fraud risks
As required by auditing standards, and taking into account possible pressures to meet profit targets and market expectations,
we perform procedures to address the risk of management override of controls, in particular the risk that Group management
may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates such as the
inventory obsolescence provisions and pension assumptions. On this audit we do not believe there is a fraud risk related to
revenue recognition because there are limited opportunities to fraudulently adjust revenue recognition given the high volume
and low value nature of purchases.
We identified a fraud risk related to the inventory obsolescence provision in response to possible pressures to meet profit
targets or market expectations and the opportunities for bias in the subjective estimate.
Link to KAMs
Further detail in respect of the inventory obsolescence provision is set out in the key audit matter disclosures in section 4 of
this report.
Procedures to address fraud risks
We performed procedures including:
• Identifying journal entries and other adjustments to test for all full scope components based on risk criteria and comparing
the identified entries to supporting documentation. These included those posted by users outside of their expected
business area and those posted to unusual accounts.
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
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Additional Information Governance
Strategic Report
Financial Statements
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The overall materiality for the Group financial statements of £15.5m (FY24: £16.0m) compares as follows to the main financial
statement caption amounts:
Total Group Revenue Group profit before tax Total Group Assets
FY25 FY24 FY25 FY24 FY25 FY24
Financial statement Caption £2,418.0m £2,322.1m £344.9m £328.1m £2,354.1m £2,237.5m
Group Materiality as % of caption 0.6% 0.7% 4.5% 4.9% 0.7% 0.7%
7. The scope of our audit
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the Group.
We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of
material misstatement to the Group financial statements and which procedures to perform at these components to address
those risks.
In total, we identified 16 (FY24: 15) components, having considered our evaluation of the Group’s operational structure, the
existence of common risk profile across divisions and the presence of key audit matters and our ability to perform audit
procedures centrally. Our audit of the Group was performed by a single audit team.
Of those, we identified quantitatively significant components which contained the largest percentages of either total revenue
or total assets of the Group, for which we performed audit procedures.
The below summarises where we performed audit procedures, with the prior year comparatives indicated in brackets:
Component type
Number of components where we
performed audit procedures Range of materiality applied
Quantitatively significant components 4 (4) £4m – £14.7m (£4m – £15.2m)
Total 4 (4)
We set the component materialities having regard to size and risk profile of the Group across the components. We also
performed the audit of the Parent Company.
Our audit procedures covered 96% (FY24: 97%) of Group revenue.
We performed audit procedures in relation to components that accounted for 97% (FY24: 95%) of Group total profits and
losses that make up Group profit before tax and 95% (FY24: 93%) of Group total assets.
For the remaining components for which we performed no audit procedures, we performed analysis at an aggregated Group
level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.
6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative
considerations to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating
the effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
£15.5m (FY24: £16.0m)
Materiality for the Group financial statements as a whole
What we mean Basis for determining materiality and judgements applied
A quantitative reference for the purpose
of planning and performing our audit.
Materiality for the Group financial statements as a whole was set
at £15.5m (FY24: £16m). This was determined with reference to a
benchmark of profit before tax.
Consistent with FY24, we determined that Group profit before tax remains
the main benchmark for the Group as this is the primary measure by
which stakeholders and the market assess the performance of the Group.
Our Group materiality of £15.5m was determined by applying a
percentage to the Group profit before tax. When using a benchmark of
Group profit before tax to determine overall materiality, KPMG’s approach
for public interest entities considers a guideline range of 3% – 5% of the
measure. In setting overall Group materiality, we applied a percentage of
4.5% (FY24: 4.9%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was
set at £9.5m (FY24: £9.8m), determined with reference to a benchmark
of Parent Company total assets, of which it represents 1% (FY24: 1%).
£11.6m (FY24: £12.0m)
Performance materiality
What we mean
Basis for determining performance materiality
and judgements applied
Our procedures on individual account balances
and disclosures were performed to a lower
threshold, performance materiality, so as to
reduce to an acceptable level the risk that
individually immaterial misstatements in individual
account balances add up to a material amount
across the financial statements as a whole.
We have considered performance materiality at a level of 75% (FY24: 75%)
of materiality for Howden Joinery Group Plc Group financial statements as
a whole to be appropriate.
The Parent Company performance materiality was set at £7.1m
(FY24: £7.4m), which equates to 75% (FY24: 75%) of materiality for
the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated
level of risk in FY25 following our reassessment of aggregation risk.
£0.8m (FY24: £0.8m)
Audit misstatement posting threshold
What we mean
Basis for determining the audit misstatement posting threshold
and judgements applied
This is the amount below which identified
misstatements are considered to be clearly trivial
from a quantitative point of view. We may become
aware of misstatements below this threshold which
could alter the nature, timing and scope of our
audit procedures, for example if we identify smaller
misstatements which are indicators of fraud.
This is also the amount above which all
misstatements identified are communicated to
Howden Joinery Group Plc’s Audit Committee.
We set our audit misstatement posting threshold at 5% (FY24: 5%) of
our materiality for the Group financial statements. We also report to
the Audit Committee any other identified misstatements that warrant
reporting on qualitative grounds.
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
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Additional Information Governance
Strategic Report
Financial Statements
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Annual Report & Accounts 2025
Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
Directors’ Remuneration Report
Our responsibility Our reporting
We are required to form an opinion as to whether the part of the Directors’
Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion the part of the
Directors’ Remuneration Report
to be audited has been properly
prepared in accordance with the
Companies Act 2006.
Corporate governance disclosures
Our responsibility Our reporting
We are required to perform procedures to identify whether there is a material
inconsistency between the financial statements and our audit knowledge, and:
• the Directors’ statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable, and provides
the information necessary for shareholders to assess the Group’s position and
performance, business model and strategy;
• the section of the annual report describing the work of the Audit Committee,
including the significant issues that the Audit Committee considered in relation
to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness
of the Group’s risk management and internal control systems.
Based on those procedures, we
have concluded that each of these
disclosures is materially consistent
with the financial statements and
our audit knowledge.
We are also required to review the part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK Corporate Governance
Code specified by the UK Listing Rules for our review.
We have nothing to report
inthisrespect.
Other matters on which we are required to report by exception
Our responsibility Our reporting
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these
respects.
7. The scope of our audit continued
Controls approach for group audit
Impact of controls on our group audit
We were able to rely upon the Group’s internal control over financial reporting in several areas of our audit, where our controls
testing supported this approach, which enabled us to reduce the scope of our substantive audit work; in the other areas the
scope of the audit work performed was fully substantive.
The Group relies on a number of IT systems and applications. We identified that the following key IT systems were relevant
to our Group audit:
• The ERP system used across all in scope components that is used to record underlying transactions.
• The trade EPOS and stock control system used in all the Group’s depots.
• The warehouse management system used to provide operational and stock control processes.
As noted by the Audit Committee on page 132, the Group’s control environment is continuing to undergo a programme of
review and strengthening of the key controls, including IT. We involved IT specialists and obtained an understanding of the
controls related to the three key IT systems identified above, which are integrated with one another.
On this audit we take a predominantly substantive approach, with the exception of inventory, as our belief is that it is more
efficient not to rely on controls. We have identified some control findings in relation to the IT environment and manual journal
entries, and following incremental risk assessment, we determined that no significant changes were required to our planned
approach to journal testing. We adopted a data-oriented approach to auditing revenue by performing data and analytics
routines and, given we did not rely on the Group’s IT environment, we directly tested the completeness and reliability of the
data used in those routines.
For inventory, we tested the operating effectiveness of, and were able to continue to rely on, the Group’s manual inventory
cycle count controls and therefore were able to reduce the extent of our substantive procedures in this area.
8. Other information in the Annual Report and Accounts
The Directors are responsible for the other information presented in the Annual Report together with the financial statements.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit
opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
All other information
Our responsibility Our reporting
Our responsibility is to read the other information and, in doing so, consider whether,
based on our financial statements audit work, the information therein is materially
misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work we
have not identified material
misstatements or inconsistencies
in the other information.
Strategic Report and Directors’ Report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
Financial Statements
Additional Information Governance
Strategic Report
Financial Statements
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Annual Report & Accounts 2025
Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
Consolidated income statement
Consolidated statement of comprehensive income
| 52 weeks to | 52 weeks to | ||
| 27December 2025 | 28December 2024 | ||
| Notes | £m | £m | |
Revenue | 2 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Operating expenses | ( | ( | |
Operating profit | 4 | ||
Finance income | 5 | ||
Finance costs | 6 | ( | ( |
Profit before tax | |||
Tax on profit | 7 | ( | ( |
Profit for the period attributable to the equity holders of the parent | |||
| Earnings per share: | |||
Basic earnings per 10p share | 8 | ||
Diluted earnings per 10p share | 8 |
| 52 weeks to | 52 weeks to | ||
| 27December 2025 | 28December 2024 | ||
| Notes | £m | £m | |
Profit for the period | |||
| Items of other comprehensive income: | |||
| Items that will not be reclassified subsequently to profit or loss: | |||
Actuarial (losses)/gains on defined benefit pension scheme | 22 | ( | |
| Deferred tax on actuarial losses and gains on defined benefit | |||
pension scheme | 7 | ( | |
| Items that may be reclassified subsequently to profit or loss: | |||
Currency translation differences | ( | ||
Other comprehensive income for the period | |||
Total comprehensive income for the period attributable to equity holders of the parent |
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 65, the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
assessing the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high
level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure
Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual
financial report has been prepared in accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
for and on behalf of KPMG LLP , Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
25 February 2026
Independent auditor’s report continued
To the members of Howden Joinery Group Plc
Financial Statements
Additional Information Governance
Strategic Report
Financial Statements
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Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page TitleConsolidated income statement Consolidated statement of comprehensive income
Consolidated balance sheet
| | 28 December 2024 | ||
| Notes | £m | £m | |
| Non-current assets | |||
Intangible assets | 9 | ||
Property, plant and equipment | 10 | ||
Lease right-of-use assets | 11 | ||
Deferred tax asset | 7 | ||
Long-term prepayments and other debtors | |||
| Current assets | |||
Inventories | 12 | ||
Corporation tax | |||
Trade and other receivables | 13 | ||
Cash and cash equivalents | 20 | ||
Total assets | |||
| Current liabilities | |||
Lease liabilities | 11 | ( | ( |
Trade and other payables | 14 | ( | ( |
Corporation tax | ( | ||
Provisions | 15 | ( | ( |
( | ( | ||
| Non-current liabilities | |||
Pension liability | 22 | ( | ( |
Lease liabilities | 11 | ( | ( |
Deferred tax liability | 7 | ( | ( |
Provisions | 15 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 16 | ||
Capital redemption reserve | 16 | ||
Share premium | 16 | ||
ESOP and share-based payments | 16 | ||
Treasury shares | 16 | ( | ( |
Retained earnings | 16 | ||
Total equity |
| Capital | Share | ESOP and | |||||
| Share | redemption | premium | share-based | Treasury | Retained | ||
| capital | reserve | account | payments | shares | earnings | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
At 30 December 2023 | ( | ||||||
Accumulated profit for the period | |||||||
Other comprehensive income for the period | |||||||
Total comprehensive income for the period | |||||||
Current tax on share schemes | |||||||
Deferred tax on share schemes | |||||||
Movement in ESOP | |||||||
Transfer of shares from Treasury into share trust | ( | ||||||
Dividends | ( | ( | |||||
At 28 December 2024 | ( | ||||||
Accumulated profit for the period | |||||||
Other comprehensive income for the period | |||||||
Total comprehensive income for the period | |||||||
Current tax on share schemes | |||||||
Deferred tax on share schemes | |||||||
Movement in ESOP | |||||||
Transfer of shares from treasury into share trust | ( | ||||||
Transfer of shares from Treasury to settle share awards | ( | ||||||
Buyback and cancellation of shares | ( | ( | ( | ||||
Dividends | ( | ( | |||||
At 27 December 2025 | ( |
The item ‘Movement in ESOP’ consists of the share-based payment charge in the year, together with any receipts of cash from
employees on exercise of share options.
We present a description of the nature and purpose of each reserve at note 16 including additional details of shares bought back
and cancelled, and of movements in Treasury shares.
Consolidated statement of changes in equity
Financial Statements
Additional Information Governance
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Financial Statements
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Howden Joinery Group Plc
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Financial Statements Financial StatementsPage Title Page TitleConsolidated balance sheet Consolidated statement of changes in equity
| 52 weeks to | 52 weeks to | ||
| 27 December 2025 | 28 December 2024 | ||
| Notes | £m | £m | |
Profit before tax | |||
| Adjustments for: | |||
Finance income | ( | ( | |
Finance costs | |||
Depreciation, amortisation and impairment of owned assets | 9, 10 | ||
Depreciation, impairment and loss on termination of leased assets | 11 | ||
Share-based payments charge | |||
(Increase)/decrease in long term prepayments | ( | ( | |
Difference between pensions operating charge and cash paid | |||
Loss on disposal of property, plant and equipment and intangible assets | |||
Operating cash flows before movements in working capital | |||
| Movements in working capital | |||
Increase in inventories | ( | ( | |
Increase in trade and other receivables | ( | ( | |
Increase in trade and other payables and provisions | |||
( | ( | ||
Cash generated from operations | |||
Tax paid | ( | ( | |
Net cash flow from operating activities | |||
| Cash flows used in investing activities | |||
Payments to acquire property, plant and equipment | 18 | ( | ( |
Payments to acquire intangible assets | 18 | ( | ( |
Receipts from sale of property, plant and equipment and intangible assets | |||
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Cash flows used in financing activities | |||
Payments to acquire own shares | ( | ||
Receipts from release of shares from share trust | |||
Dividends paid to Group shareholders | ( | ( | |
Interest paid – including on lease liabilities | ( | ( | |
Repayment of capital on lease liabilities | ( | ( | |
Net cash used in financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of period | |||
Effect of movements in exchange rates on cash held | ( | ||
Cash and cash equivalents at end of period |
We present an analysis of cash and non-cash changes in liabilities due to financing activities, and an analysis of payments
to acquire Property, plant and equipment, and intangible assets, at note 18.
Consolidated cash flow statement Notes to the consolidated financial statements
General information
1 General information
Company and currency details
Foreign currency transactions
Foreign operations
Accounting period
Impairment of assets
Statement of compliance and basis of preparation
Going concern
Standards in issue but not yet effective
Earnings
2 Revenue
3 Segmental reporting
4 Operating profit
5 Finance income
6 Finance costs
7 Current and deferred tax
8 Earnings per share
Operating assets and liabilities
9 Intangible assets
10 Property, plant and equipment
11 Lease right-of-use assets and lease liabilities
12 Inventories
13 Trade and other receivables
14 Trade and other payables
15 Provisions
Capital structure and risk
16 Share capital and reserves
17 Dividends
18 Notes to the cash flow statement
19 Borrowing facility
20 Financial risk management
Employees
21 Staff costs and number of employees
22 Retirement benefit obligations
23 Share-based payments
Other supporting notes
24 Financial commitments
25 Related party transactions
26 Alternative performance measures
The order of the notes is set out below. Significant accounting policies and, where applicable, information relating to significant
judgements and sources of estimation uncertainty are presented as part of the related note.
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Notes to the consolidated financial statements continued
General Information
1 General information
Company and currency details
Its registered office address is 105 Wigmore Street, London W1U 1QY . The nature of the Group’s operations and principal activities
are set out in the Strategic Report.
These financial statements are presented in pounds sterling, the currency of the primary economic environment in which the
Group operates. Foreign operations are included on the basis set out below.
Accounting period
The Group’s accounting period covers the 52 weeks to 27 December 2025. The comparative period covered the 52 weeks to
28 December 2024.
Statement of compliance and basis of preparation
The financial statements have been prepared on the historical cost basis, modified for certain items carried at fair value,
as stated in the accounting policies.
These consolidated financial statements include the accounts of the Company and all entities controlled by the Company,
together referred to as ‘the Group’, from the date control commences until the date that control ceases.
Going concern
The Directors have undertaken a robust assessment and concluded that it is appropriate to prepare the financial statements on
the going concern basis. They have not identified any material uncertainties and there were no significant judgements involved
in coming to this conclusion. Full details are set out in the strategic review, starting on page 62.
Other significant accounting policies
These are presented as part of the related notes to these financial statements.
Earnings
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Earnings continued
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| Revenues from external customers | £m | £m |
UK | 2,333.2 | 2,247.4 |
France, Belgium and Ireland | 84.8 | 74.7 |
2,418.0 | 2,322.1 |
| 27 December 2025 | 28 December 2024 | |
| Non-current assets (excluding non-current deferred tax) | £m | £m |
UK | 1,242.7 | 1,129.4 |
France, Belgium and Ireland | 64.2 | 73.0 |
1,306.9 | 1,202.4 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Cost of inventories recognised as an expense | (895.3) | (889.5) |
Write down of inventories | (7.3) | (1.5) |
Loss on disposal of fixed assets | (1.4) | (0.4) |
Auditor's remuneration for audit services | (1.5) | (1.4) |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Audit services: | ||
| Fees paid to the Company's auditor for the audit of the Company's annual financial | ||
statements | (0.3) | (0.3) |
| Fees paid to the Company's auditor and their associates for other services to the Group: | ||
– the audit of the subsidiary companies pursuant to legislation | (1.2) | (1.1) |
Total audit fees | (1.5) | (1.4) |
| Other services: | ||
Audit-related assurance services | (0.1) | (0.1) |
Non-audit-related assurance services | (0.1) | (0.1) |
Total non-audit fees | (0.2) | (0.2) |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Bank interest receivable | 13.1 | 9.9 |
13.1 | 9.9 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Interest expense on lease liabilities | (23.4) | (20.7) |
Other finance expense – pensions | (0.1) | (0.3) |
Total finance costs | (23.5) | (21.0) |
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Notes to the consolidated financial statements continued
Earnings continued
| 52 weeks to | 53 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Current tax: | ||
Current year | 67.5 | 60.5 |
Adjustments in respect of previous periods | (12.8) | (6.8) |
Total current tax | 54.7 | 53.7 |
| Deferred tax: | ||
Current year | 13.6 | 21.2 |
Adjustments in respect of previous periods | 8.9 | 3.9 |
Total deferred tax | 22.5 | 25.1 |
Total tax charged in the income statement | 77.2 | 78.8 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Deferred tax (credit)/charge to other comprehensive income on actuarial difference on pension scheme | (1.1) | 3.2 |
Deferred tax credit to equity on share schemes | (0.4) | (0.1) |
Current tax credit to equity on share schemes | (0.4) | (0.5) |
Total credit to other comprehensive income or changes in equity | (1.9) | 2.6 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Profit before tax | 344.9 | 328.1 |
Tax at the UK corporation tax rate of 25.0% (2024: 25.0%) | 86.2 | 82.0 |
IFRS2 share scheme charge | (0.9) | 0.1 |
Expenses not deductible for tax purposes | 1.4 | 1.7 |
Tax losses not recognised | 6.3 | 6.3 |
Non-qualifying depreciation | 1.8 | 1.6 |
Patent box claim | (13.7) | (10.0) |
Other tax adjustments in respect of previous years | (3.9) | (2.9) |
Total tax charged in the income statement | 77.2 | 78.8 |
| Retirement | Accelerated | Company | Other | |||
| benefit | capital | share | temporary | |||
| obligations | allowances | schemes | Leasing | differences | Total | |
| £m | £m | £m | £m | £m | £m | |
At 30 December 2023 | 3.2 | 0.4 | 2.2 | 2.9 | 3.6 | 12.3 |
Credit/(charge) to income statement | 0.5 | (25.4) | (1.6) | (0.6) | 2.0 | (25.1) |
(Charge)/credit outside the income statement | (3.2) | – | 0.1 | – | – | (3.1) |
At 28 December 2024 | 0.5 | (25.0) | 0.7 | 2.3 | 5.6 | (15.9) |
Credit/(charge) to income statement | 0.4 | (23.9) | 1.4 | (0.6) | 0.2 | (22.5) |
Credit outside the income statement | 1.1 | – | 0.4 | – | – | 1.5 |
At 27 December 2025 | 2.0 | (48.9) | 2.5 | 1.7 | 5.8 | (36.9) |
| Comprising: | ||||||
Deferred tax asset | 2.0 | 1.9 | 2.5 | 1.7 | 6.6 | 14.7 |
Deferred tax liability | – | (50.8) | – | – | (0.8) | (51.6) |
2.0 | (48.9) | 2.5 | 1.7 | 5.8 | (36.9) |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Deferred tax assets | 14.7 | 10.5 |
Deferred tax liabilities | (51.6) | (26.4) |
(36.9) | (15.9) |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Total losses | 235 | 229 |
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Notes to the consolidated financial statements continued
Earnings continued
52 weeks to 27 December 2025 | 52 weeks to 28 December 2024 | |||||
| Weighted | Weighted | |||||
| average | average | |||||
| number of | Earnings per | number of | Earnings per | |||
| Earnings | shares | share | Earnings | shares | share | |
| From continuing operations | £m | m | p | £m | m | p |
Basic earnings per share | 267.7 | 544.2 | 49.2 | 249.3 | 546.7 | 45.6 |
Effect of dilutive share options | – | 2.6 | (0.2) | – | 2.1 | (0.2) |
Diluted earnings per share | 267.7 | 546.8 | 49.0 | 249.3 | 548.8 | 45.4 |
Operating assets and liabilities
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Goodwill – cost and carrying value | 12.4 | 12.4 |
Software | 50.2 | 45.7 |
62.6 | 58.1 |
| Intangible assets | Assets under | ||
| in use | construction | TOTAL | |
| £m | £m | £m | |
| Cost | |||
At 30 December 2023 | 52.3 | 13.5 | 65.8 |
Exchange adjustments | (0.1) | – | (0.1) |
Additions | 9.9 | 10.7 | 20.6 |
Disposals | (1.2) | – | (1.2) |
Reclassifications | 9.0 | (9.0) | – |
At 28 December 2024 | 69.9 | 15.2 | 85.1 |
Exchange adjustments | 0.1 | – | 0.1 |
Additions | 11.0 | 1.7 | 12.7 |
Disposals | (7.3) | – | (7.3) |
Reclassifications | 11.5 | (11.5) | – |
At 27 December 2025 | 85.2 | 5.4 | 90.6 |
| Accumulated depreciation | |||
At 30 December 2023 | (34.7) | – | (34.7) |
Charge for the period | (5.8) | – | (5.8) |
Disposals | 1.1 | – | 1.1 |
At 28 December 2024 | (39.4) | – | (39.4) |
Exchange adjustments | (0.1) | – | (0.1) |
Charge for the period | (8.2) | – | (8.2) |
Disposals | 7.3 | – | 7.3 |
At 27 December 2025 | (40.4) | – | (40.4) |
Net book value at 27 December 2025 | 44.8 | 5.4 | 50.2 |
Net book value at 28 December 2024 | 30.5 | 15.2 | 45.7 |
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Notes to the consolidated financial statements continued
Operating assets and liabilities continued
| Leasehold | Plant, | Assets | ||||
| Freehold | property | machinery | Fixtures & | under | ||
| property | improvements | & vehicles | fittings | construction | TOTAL | |
| £m | £m | £m | £m | £m | £m | |
| Cost | ||||||
At 30 December 2023 | 77.0 | 121.8 | 231.1 | 307.2 | 61.4 | 798.5 |
Exchange adjustments | – | (0.1) | (0.4) | (1.5) | (0.1) | (2.1) |
Additions | 3.3 | 13.9 | 15.2 | 42.0 | 22.5 | 96.9 |
Disposals | – | (0.1) | (6.0) | (1.7) | – | (7.8) |
Reclassifications | 0.8 | – | 14.1 | 16.3 | (31.2) | – |
At 28 December 2024 | 81.1 | 135.5 | 254.0 | 362.3 | 52.6 | 885.5 |
Exchange adjustments | – | 0.2 | 0.5 | 1.9 | 0.1 | 2.7 |
Additions | 35.5 | 9.1 | 14.6 | 27.9 | 48.7 | 135.8 |
Disposals | – | (0.8) | (10.4) | (3.5) | – | (14.7) |
Reclassifications | 4.3 | (5.2) | 15.9 | 8.3 | (23.3) | – |
At 27 December 2025 | 120.9 | 138.8 | 274.6 | 396.9 | 78.1 | 1,009.3 |
| Accumulated depreciation | ||||||
At 30 December 2023 | (12.7) | (39.0) | (134.8) | (155.1) | – | (341.6) |
Exchange adjustments | – | – | 0.2 | 0.4 | – | 0.6 |
Charge for the period | (2.0) | (6.9) | (16.7) | (25.7) | – | (51.3) |
Disposals | – | 0.1 | 5.9 | 1.4 | – | 7.4 |
Reclassifications | – | – | 0.5 | (0.5) | – | – |
| Leasehold | Plant, | Assets | ||||
| Freehold | property | machinery | Fixtures & | under | ||
| property | improvements | & vehicles | fittings | construction | TOTAL | |
| £m | £m | £m | £m | £m | £m | |
At 28 December 2024 | (14.7) | (45.8) | (144.9) | (179.5) | – | (384.9) |
Exchange adjustments | – | – | (0.3) | (0.7) | – | (1.0) |
Charge for the period | (2.1) | (7.9) | (18.5) | (29.2) | – | (57.7) |
Impairment charge | – | – | (0.5) | (2.2) | – | (2.7) |
Disposals | – | 0.7 | 10.0 | 2.4 | – | 13.1 |
Reclassifications | (2.6) | 2.8 | (0.2) | – | – | (0.0) |
At 27 December 2025 | (19.4) | (50.2) | (154.4) | (209.2) | – | (433.2) |
Net book value at 27 December 2025 | 101.5 | 88.6 | 120.2 | 187.7 | 78.1 | 576.1 |
Net book value at 28 December 2024 | 66.4 | 89.7 | 109.1 | 182.8 | 52.6 | 500.6 |
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Notes to the consolidated financial statements continued
Operating assets and liabilities continued
| 27 December 2025 | 28 December 2024 | |
| Right-of-use assets | £m | £m |
Property | 600.2 | 589.3 |
Vehicles, plant & machinery | 65.0 | 53.0 |
665.2 | 642.3 | |
Additions to right-of-use assets in the period | 158.9 | 96.6 |
| 27 December 2025 | 28 December 2024 | |
| Lease liabilities | £m | £m |
Current | (97.0) | (89.3) |
Non-current | (607.9) | (591.7) |
(704.9) | (681.0) |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Included in net operating expenses | ||
| Depreciation of right-of-use assets: | ||
– property | 80.5 | 76.5 |
– vehicles, plant & machinery | 21.4 | 20.6 |
Impairment and net gain/(loss) on lease termination | 0.3 | (0.1) |
Total – recognised in net operating costs | 102.2 | 97.0 |
Expense relating to short-term leases | 4.0 | 3.4 |
Variable lease payments, not included in the measurement of lease liabilities | 4.5 | 2.7 |
| Included in finance costs | ||
Interest expense on lease liabilities | 23.4 | 20.7 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Total cash outflow for leases | 123.9 | 113.4 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Maturity analysis of lease liabilities | ||
| Contractual undiscounted cashflows due | ||
– within 1 year | 115.9 | 108.4 |
– 1 to 5 years | 335.4 | 329.5 |
– more than 5 years | 343.1 | 371.6 |
794.4 | 809.5 |
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Notes to the consolidated financial statements continued
Operating assets and liabilities continued
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Sublease income recognised in the period | 0.9 | 0.7 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Raw materials | 25.0 | 25.9 |
Work in progress | 10.9 | 9.5 |
Finished goods and goods for resale | 422.6 | 400.2 |
Allowance against carrying value of inventories | (49.3) | (44.9) |
409.2 | 390.7 |
The aggregate carrying amount of specific inventories against which allowances have been made is given below:
2025 | 2024 | |||
| Gross value | Allowance against | Gross value | Allowance against | |
| of stock | carrying value | of stock | carrying value | |
| £m | £m | £m | £m | |
Stock with no allowance against it | 367.8 | – | 351.9 | – |
Stock with an allowance | 90.7 | (49.3) | 83.7 | (44.9) |
458.5 | (49.3) | 435.6 | (44.9) |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Trade receivables (net of allowance) | 218.6 | 217.1 |
Prepayments | 49.6 | 39.1 |
Other receivables | 10.6 | 8.4 |
278.8 | 264.6 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Balance at start of period | 16.9 | 18.0 |
(Decrease)/increase in allowance recognised in the income statement | (0.6) | (1.1) |
Balance at end of period | 16.3 | 16.9 |
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Notes to the consolidated financial statements continued
Operating assets and liabilities continued
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
1–30 days past due | 21.4 | 21.7 |
31–60 days past due | 5.6 | 5.9 |
61–90 days past due | 3.6 | 4.0 |
90+ days past due | 15.1 | 15.4 |
Total overdue amounts, excluding allowance for doubtful receivables | 45.7 | 47.0 |
| 27 December 2025 | 28 December 2024 | |
| Current liabilities | £m | £m |
Trade payables | 158.4 | 178.6 |
Other tax and social security | 81.5 | 77.4 |
Other payables | 34.3 | 33.3 |
Accruals | 109.8 | 97.5 |
384.0 | 386.8 |
| French post- | |||||
| employment | |||||
| Property | Warranty | Other | benefits | Total | |
| £m | £m | £m | £m | £m | |
At 30 December 2023 | 3.8 | 8.2 | 0.2 | 0.3 | 12.5 |
Additional provision in the period | 0.7 | 7.7 | 0.1 | – | 8.5 |
Provision released in the period | (1.1) | – | – | – | (1.1) |
Utilisation of provision in the period | (0.6) | (6.6) | (0.2) | – | (7.4) |
At 28 December 2024 | 2.8 | 9.3 | 0.1 | 0.3 | 12.5 |
Additional provision in the period | 2.3 | 4.7 | – | – | 7.0 |
Provision released in the period | (0.5) | – | – | – | (0.5) |
Utilisation of provision in the period | (1.1) | (5.8) | (0.1) | – | (7.0) |
At 27 December 2025 | 3.5 | 8.2 | – | 0.3 | 12.0 |
Presented as current liabilities | 2.4 | 5.8 | – | – | 8.2 |
Presented as non-current liabilities | 1.1 | 2.4 | – | 0.3 | 3.8 |
At 27 December 2025 | 3.5 | 8.2 | – | 0.3 | 12.0 |
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Operating assets and liabilities continued
Capital structure and risk
| 52 weeks to | 52 weeks to | |||
| 27 December 2025 | 28 December 2024 | 27 December 2025 | 28 December 2024 | |
| Ordinary shares of 10p each: | No. | No. | £m | £m |
| Allotted, called up and fully paid | ||||
Balance at the beginning of the period | 553,591,720 | 553,591,720 | 55.4 | 55.4 |
Bought back and cancelled during the period | (12,074,517) | – | (1.2) | – |
Balance at the end of the period | 541,517,203 | 553,591,720 | 54.2 | 55.4 |
17 Dividends
Amounts recognised as distributions to equity holders in the period:
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Final dividend for the 53 weeks to 30 December 2023 – 16.2p/share | – | 89.0 |
Interim dividend for the 52 weeks to 28 December 2024 – 4.9p/share | – | 26.9 |
Final dividend for the 52 weeks to 28 December 2024 – 16.3p/share | 89.6 | – |
Interim dividend for the 52 weeks to 27 December 2025 – 5.0p/share | 27.0 | – |
116.6 | 115.9 |
Dividends proposed at the end of the period (but not recognised in the period):
| 52 weeks to | |
| 27 December 2025 | |
| £m | |
Proposed final dividend for the 52 weeks to 27 December 2025 – (16.9p/share) | 90.9 |
The Directors propose a final dividend in respect of the 52 weeks to 27 December 2025 of 16.9 per share, payable to ordinary
shareholders who are on the register of shareholders on 10 April 2026, and payable on 22 May 2026.
The proposed final dividend for the current period is subject to the approval of the shareholders at the 2026 Annual General
Meeting, and has not been included as a liability in these financial statements.
Dividends have been waived indefinitely on all shares held by the Group’s employee share trusts which have not yet been
awarded to employees.
18 Notes to the cash flow statement
(b) Notes to the cash flow statement
(i) Changes in liabilities arising from financing activities
The only liabilities which have changed due to financing activities are lease liabilities. The cash and non-cash changes in lease
liabilities are analysed below.
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Opening balance | (681.0) | (684.5) |
Cash movement: repayment of principal on lease liabilities | 100.5 | 92.7 |
Cash movement: lease interest paid | 23.4 | 20.7 |
Non cash movement | (147.8) | (109.9) |
Closing balance | (704.9) | (681.0) |
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Notes to the consolidated financial statements continued
Capital structure and risk continued
(ii) Payments to acquire property, plant and equipment and intangible assets
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Additions to PPE | 135.8 | 96.9 |
Additions to intangible assets | 12.7 | 20.6 |
Total additions | 148.5 | 117.5 |
Cash outflow on purchase of PPE | 143.9 | 101.2 |
Cash outflow on purchase of intangible assets | 12.6 | 20.8 |
Total cash outflow | 156.5 | 122.0 |
The difference between total cash outflow and total additions is due to the difference between opening and closing capital
creditors and accruals.
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Financial assets (current and non-current) | ||
Trade receivables | 218.6 | 217.1 |
Cash and cash equivalents | 344.5 | 343.6 |
| Financial liabilities (current and non-current) | ||
Trade payables | 158.4 | 178.6 |
Other payables 1 | 21.0 | 21.0 |
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Capital structure and risk continued
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Trade receivables (net of allowance) | 218.6 | 217.1 |
Cash | 344.5 | 343.6 |
Total credit risk exposure | 563.1 | 560.7 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Euro | ||
Trade receivables | 10.1 | 10.2 |
Other receivables | 4.0 | 3.8 |
Cash and cash equivalents | 20.4 | 17.8 |
Trade payables | (37.5) | (34.5) |
Other payables | (9.5) | (8.5) |
(12.5) | (11.2) | |
| US Dollar | ||
Other receivables | – | 0.5 |
Cash and cash equivalents | 3.5 | 0.4 |
Trade payables | (0.9) | (0.3) |
2.6 | 0.6 | |
TOTAL | (9.9) | (10.6) |
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Notes to the consolidated financial statements continued
Capital structure and risk continued
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
10% weakening of Sterling to Euro | (1.4) | (1.2) |
10% strengthening of Sterling to Euro | 1.1 | 1.0 |
10% weakening of Sterling to US dollar | 0.3 | 0.1 |
10% strengthening of Sterling to US dollar | (0.2) | (0.1) |
Employees
21 Staff costs and number of employees
The aggregate payroll costs of employees, including executive directors, were:
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Wages and salaries | (628.7) | (591.1) |
Social security costs | (64.3) | (51.5) |
Pension operating costs (note 22) | (46.1) | (45.4) |
(739.1) | (688.0) |
Wages and salaries includes a charge in respect of share-based payments of £10.3m (2024: £9.6m).
The average monthly number of persons (including executive directors) employed by the Group during the period was as follows:
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| No. | No. | |
UK depots, support and administration | 9,224 | 9,382 |
Manufacturing, sourcing and logistics | 2,582 | 2,481 |
International | 759 | 744 |
12,607 |
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Notes to the consolidated financial statements continued
Employees continued
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Charged to the income statement: | ||
Defined benefit plan – administration cost | 1.4 | 1.9 |
Defined benefit plan – total service cost | 1.4 | 1.9 |
Defined benefit plan – net finance charge | 0.1 | 0.3 |
Defined contribution plans – total operating charge | 44.7 | 43.5 |
Total net amount charged to profit before tax | 46.2 | 45.7 |
| Charged to equity: | ||
Defined benefit plan – actuarial losses/(gains) | 4.2 | (12.7) |
Total charge | 50.4 | 33.0 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
Discount rate | 5.60% | 5.50% |
Inflation assumption – RPI | 2.90% | 3.15% |
Inflation assumption – CPI | 2.50% | 2.75% |
Rate of CARE revaluation capped at lower of RPI and 3% | 2.20% | 2.30% |
Rate of increase of pensions in deferment capped at lower of CPI and 5% | 2.50% | 2.75% |
| Rate of increase of pensions in payment: | ||
– pensions with increases capped at the lower of CPI and 3% | 2.00% | 2.15% |
– pensions with increases capped at lower of CPI and 5% | 2.45% | 2.70% |
– pensions with increases capped at lower of CPI and 5%, with a 3% minimum | 3.45% | 3.55% |
– pensions with increases capped at the lower of LPI and 2.5% | 1.95% | 2.00% |
| Life expectancy (yrs): pensioner aged 65 | ||
– male | 85.9 | 85.7 |
– female | 88.0 | 88.0 |
| Life expectancy (yrs): non–pensioner aged 45 | ||
– male | 86.8 | 86.7 |
– female | 89.6 | 89.6 |
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Notes to the consolidated financial statements continued
Employees continued
| Projected 2026 pension cost | ||||
| Present value of | ||||
| scheme liabilities at | Net interest | Net pension | ||
| 27 December 2025 | Total service cost | (credit)/cost | (credit)/expense | |
| £m | £m | £m | £m | |
| Assumption | ||||
Current valuation, using the assumptions above | 797 | 2.4 | 0.4 | 2.8 |
0.5% decrease in discount rate | 849 | 2.4 | 3.0 | 5.4 |
0.5% increase in inflation | 822 | 2.4 | 1.8 | 4.2 |
1 year increase in longevity | 821 | 2.4 | 1.7 | 4.1 |
27 December 2025 | 28 December 2024 | |||
| No quoted market | No quoted market | |||
| Quoted market price | price in an active | Quoted market price | price in an active | |
| in an active market | market | in an active market | market | |
| £m | £m | £m | £m | |
| LDI* | ||||
– fixed income (net of derivatives) | 305.2 | 277.8 | ||
– investment fund | 6.5 | – | – | – |
– cash** | – | 1.1 | – | 8.3 |
| Alternative growth assets | ||||
– insurance-linked securities | – | 83.3 | – | 78.9 |
Commercial property funds | – | 159.1 | – | 210.2 |
Other secure income | 69.4 | 82.7 | 113.9 | 107.0 |
Asset-backed securities | 64.9 | – | 0.5 | – |
Cash and cash equivalents** | – | 17.4 | – | 9.3 |
Total | 446.0 | 343.6 | 392.2 | 413.7 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Present value of defined benefit obligations | (797.4) | (808.0) |
Fair value of scheme assets | 789.6 | 805.9 |
Deficit in the scheme, recognised in the balance sheet | (7.8) | (2.1) |
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Notes to the consolidated financial statements continued
Employees continued
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Present value at start of period | 808.0 | 913.6 |
Administration cost | 1.4 | 1.9 |
Interest on obligation | 43.2 | 40.6 |
| Actuarial losses/(gains): | ||
– changes in financial assumptions | (17.0) | (102.7) |
– changes in demographic assumptions | 1.7 | (1.6) |
– experience | 3.8 | 0.3 |
Benefits paid, including expenses | (43.7) | (44.1) |
Present value at end of period | 797.4 | 808.0 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Fair value at start of period | 805.9 | 901.0 |
Interest income on plan assets | 43.1 | 40.3 |
Employer contributions | – | – |
Loss on assets excluding amounts included in net interest | (15.7) | (91.3) |
Benefits paid, including expenses | (43.7) | (44.1) |
Fair value at end of period | 789.6 | 805.9 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Deficit at start of period | (2.1) | (12.6) |
Administration cost | (1.4) | (1.9) |
Employer contributions | – | – |
Other finance charge | (0.1) | (0.3) |
Total remeasurements recognised in other comprehensive income | (4.2) | 12.7 |
Deficit at end of period | (7.8) | (2.1) |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Current service cost | – | – |
Administration cost | 1.4 | 1.9 |
Total pensions cost | 1.4 | 1.9 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Interest income on plan assets | (43.1) | (40.3) |
Interest cost on defined benefit obligation | 43.2 | 40.6 |
Net charge | 0.1 | 0.3 |
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Actuarial gain due to financial assumptions | 17.0 | 102.7 |
Actuarial (loss)/gain due to demographic assumptions | (1.7) | 1.6 |
Actuarial loss due to experience | (3.8) | (0.3) |
Return on scheme assets less interest | (15.7) | (91.3) |
Net actuarial (loss)/gain before associated deferred tax | (4.2) | 12.7 |
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Employees continued
2) Movements in the period
| SIP (i) | LTIP (i) | LTIP (iii) | LTIP (iv) | |
| 52 weeks to 27 December 2025 | Number | Number | Number | Number |
In issue at start of period | 1,691,826 | 790,077 | 2,642,893 | 7,208 |
Granted in period | 334,602 | 33,141 | 942,686 | – |
Lapsed in period | (63,454) | (150,638) | (424,067) | – |
Exercised in period | (262,431) | (414,545) | (690,261) | (7,208) |
In issue at end of period | 1,700,543 | 258,035 | 2,471,251 | – |
Exercisable at end of period | 804,840 | – | – | – |
| Number of options in the closing balance | ||||
granted before 7 November 2002 | 8,517 | – | – | – |
| Weighted average share price for options | ||||
exercised during the period (£) | 8.16 | 8.45 | 6.71 | 7.89 |
| Weighted average life remaining for options | ||||
outstanding at the period end (yrs) | 1.70 | 0.79 | 1.46 | N/A |
| Weighted average fair value of options | ||||
granted during the period (£) | 8.37 | 8.59 | 8.12 | N/A |
Exercise price for all options (£) | N/A | N/A | N/A | N/A |
| SIP (ii) | |
| Number | |
In issue at beginning of period | 121,972 |
Granted in period | 56,742 |
Lapsed in period | (24,140) |
Exercised in period | (5,204) |
In issue at end of period | 149,370 |
Exercisable at end of period | 39,914 |
| Number of options in the closing balance | |
granted before 7 November 2002 | – |
| Weighted average share price for options | |
exercised during the period (£) | 8.24 |
| Weighted average life remaining for options | |
outstanding at the period end (years) | 1.72 |
| Weighted average fair value of options | |
granted during the period (£) | 8.19 |
Exercise price for all options (£) | N/A |
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Employees continued
| SIP (i) | LTIP (i) | LTIP (iii) | LTIP (iv) | |
| 52 weeks to 28 December 2024 | Number | Number | Number | Number |
In issue at start of period | 1,924,596 | 461,777 | 2,793,278 | 12,854 |
Granted in period | 304,980 | 509,374 | 778,873 | – |
Lapsed in period | (81,476) | (16,668) | (70,594) | – |
Exercised in period | (456,274) | (164,406) | (858,664) | (5,646) |
In issue at end of period | 1,691,826 | 790,077 | 2,642,893 | 7,208 |
Exercisable at end of period | 805,491 | – | – | – |
| Number of options in the closing balance | ||||
granted before 7 November 2002 | 9,853 | – | – | – |
| Weighted average share price for options | ||||
exercised during the period (£) | 8.80 | 8.42 | 8.70 | 8.24 |
| Weighted average life remaining for options | ||||
outstanding at the period end (years) | 1.59 | 1.02 | 1.30 | 0.01 |
| Weighted average fair value of options | ||||
granted during the period (£) | 9.51 | 7.94 | 8.47 | N/A |
Exercise price for all options (£) | N/A | N/A | N/A | N/A |
| LTIP (ii) | |||
| SIP (ii) | |||
Number | WAEP (£) | Number | |
In issue at beginning of period | 100,899 | 3.79 | 106,741 |
Granted in period | – | N/A | 48,617 |
Lapsed in period | – | N/A | (30,438) |
Exercised in period | (100,899) | 3.79 | (2,948) |
In issue at end of period | – | N/A | 121,972 |
Exercisable at end of period | – | N/A | 9,269 |
| Number of options in the closing balance | |||
granted before 7 November 2002 | N/A | N/A | – |
| Weighted average share price for options | |||
exercised during the period (£) | 8.65 | 0.00 | 8.82 |
| Weighted average life remaining for options | |||
outstanding at the period end (years) | – | N/A | 1.57 |
| Weighted average fair value of options | |||
granted during the period (£) | N/A | N/A | 8.81 |
Exercise price for all options (£) | N/A | – | N/A |
3) Fair value of options granted
The fair value of most of the share awards is considered to be the market value of the potential shares awarded, at market close
on the day before the grant of the award.
The fair value of the Performance Share Plan (‘LTIP’ (iii) above) awards granted is estimated on the date of grant using a Monte
Carlo option valuation model.
The key assumptions used in this model were:
| 52 weeks to | 52 weeks to | |
| 27 December 2025 | 28 December 2024 | |
Dividend yield (%) | N/A | 2.2 – 5.9 |
Expected life of options (years) | 2.4 – 2.6 | 0 – 3 |
Expected share price volatility (%) | 24.8 – 27.6 | 24.6 – 29.5 |
Other supporting notes
24 Financial commitments
Capital commitments
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
| Contracted for, but not provided for in the financial statements: | ||
– Tangible assets | 32.3 | 16.2 |
– Intangible assets – software | – | 0.6 |
32.3 | 16.8 |
| 27 December 2025 | 28 December 2024 | |
| £m | £m | |
Short-term employment benefits | 10.5 | 6.9 |
Share-based payments | 3.7 | 5.6 |
14.2 | 12.5 |
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Financial Statements Financial StatementsPage Title Page Title
Notes to the consolidated financial statements continued
Other supporting notes continued
26 Alternative performance measures
Alternative performance measures (‘APMs’) are measures which provide supplementary information to assist with the
understanding of the Group’s financial results and with the evaluation of operating performance. APMs are not a measure of
financial performance under United Kingdom-adopted international accounting standards (‘UK IFRS’) and should not
be considered as a substitute for measures determined in accordance with UK IFRS. As the Group’s APMs are not defined
terms under UK IFRS they may therefore not be comparable with similarly titled measures reported by other companies.
A reconciliation of APMs to the most directly comparable measures reported in accordance with UK IFRS is provided below.
Same depot sales
Sales performance can be significantly affected by the number of depots opened in the period. The table below shows the
impact of sales of new depots opened in the last two years, compared to the sales of depots opened prior to the last two years,
referred to as ‘same depot basis’.
‘International’ comprises Howdens’ depots in France, Belgium and the Republic of Ireland.
| 52 weeks to 27 | 52 weeks to 28 | Number of | ||
Revenue 1 in £m (unless stated) | December 2025 | December 2024 | Change | depots 2025 3 |
| £m | £m | £m | % | No. |
UK – same depot basis 1 | 2,297.6 | 2,239.7 | 2.6% | 839 |
– depots opened in previous two years | 35.6 | 7.7 | 52 | |
UK total | 2,333.2 | 2,247.4 | 3.8% | 891 |
International | 84.8 | 74.7 | 13.5% | 79 |
Group revenue | 2,418.0 | 2,322.1 | 4.1% | 970 |
| 52 weeks to 27 | 52 weeks to 28 | Number of | ||
| December 2025 | December 2024 | Change | depots 2025 3 | |
Local currency revenue 1 in €m (unless stated) | €m | €m | % | No. |
international – same depot basis 2 | 94.2 | 86.2 | 9.3% | 72 |
– depots opened in previous two years | 4.8 | 1.9 | 7 | |
99.0 | 88.1 | 12.4% | 79 |
1 The information presented relates to the 52 weeks to the 27 December 2025 and the 52 weeks to the 28 December 2024 unless otherwise stated.
2 Same depot basis excludes depots opened in 2024 and 2025 and closed depots.
3 There was 1 depot closed in the UK in 2025. In International, 3 depots were opened in the Republic of Ireland and 2 depots were closed in France during 2025.
Notes
27 December 2025
£m
28 December 2024
(restated – note 8)
£m
Non-current assets
Investments in subsidiaries 3 813.5 803.2
Property, plant and equipment 4 34.6 36.3
Lease right-of-use assets 5 169.3 171.2
Amounts owed by wholly-owned subsidiary companies 6 137.5 86.6
Deferred tax assets 0.8 0.8
Long-term prepayments and other debtors 0.7 0.9
1,156.4 1,099.0
Current assets
Other debtors 0.3 0.3
Total assets 1,156.7 1,099.3
Current liabilities
Lease liabilities 5 (9.1) (6.9)
Trade and other payables – –
(9.1) (6.9)
Non-current liabilities
Lease liabilities 5 (186.8) (190.5)
Deferred tax liabilities (0.7) (0.1)
(187.5) (190.6)
Total liabilities (196.6) (197.5)
Net assets 960.1 901.8
Equity
Share capital 7 54.2 55.4
Capital redemption reserve 11.0 9.8
Share premium 87.5 87.5
ESOP and share-based payments 25.0 21.3
Treasury shares (12.2) (18.8)
Retained earnings 794.6 746.6
Total equity 960.1 901.8
The Company profit after tax for the 52 weeks to 27 December 2025 was £264.8m (52 weeks to 28 December 2024: restated
profit after tax of £131.0m).
The financial statements were approved by the Board and authorised for issue on 25 February 2026 and were signed on its
behalf by
Jackie Callaway
Chief Financial Officer
For and on behalf of Howden Joinery Group Plc, registered number 02128710
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Financial StatementsFinancial Statements Page Title Company balance sheet
Company statement of changes in equity
Share
capital
£m
Capital
redemption
reserve
£m
Share
premium
account
£m
ESOP and
share-based
payments
£m
Treasury
shares
£m
Retained
earnings
£m
Total
£m
At 30 December 2023 – as previously reported 55.4 9.8 87.5 – (24.0) 653.8 782.5
Effect of restatement – note 8 – – – 16.6 – 77.7 94.3
Restated balances at 30 December 2023 55.4 9.8 87.5 16.6 (24.0) 731.5 876.8
Retained profit for the period (restated) – – – – – 131.0 131.0
Movement in ESOP (restated) – – – 9.9 – – 9.9
Transfer of shares from treasury into share trust
(restated) – – – (5.2) 5.2 – –
Dividends declared and paid – – – – – (115.9) (115.9)
At 28 December 2024 (restated) 55.4 9.8 87.5 21.3 (18.8) 746.6 901.8
Retained profit for the period – – – – – 264.8 264 .8
Movement in ESOP – – – 10.3 – – 10.3
Transfer of shares from treasury into share trust – – – (1.4) 1.4 – –
Transfer of shares from Treasury to settle share awards – – – (5.2) 5.2 – –
Buyback and cancellation of shares (1.2) 1.2 – – – (100.2) (100.2)
Dividends declared and paid – – – – – (116.6) (116.6)
At 27 December 2025
The item ‘Movement in ESOP’ consists of the share-based payment charge in the year, together with any receipts of cash from
employees on exercise of share options.
We present a description of the nature and purpose of each reserve at note 7, including additional details of shares bought back
and cancelled and of movements in Treasury shares.
Notes to the Company financial statements
1 Significant Company Accounting policies
General information
Howden Joinery Group Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The Company’s
principal activity is being the parent company of the Howden Joinery Group. More information about the Group structure is
givenat page 214.
Basis of presentation
The Company’s accounting period covers the 52 weeks to 27 December 2025. The comparative period covered the 52 weeks
to28 December 2024.
Basis of accounting
These financial statements have been prepared on the going concern basis and in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (FRS 101) and the UK Companies Act.
The accounts are prepared under the historical cost convention. Under section 408 of the Companies Act 2006 the Company
isexempt from the requirement to present its own income statement or statement of comprehensive income.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the
followingdisclosures:
• Statement of Cash Flows and related notes;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of Key Management Personnel.
As the Group Financial Statements include the equivalent disclosures, the Company has also taken advantage of the exemptions
under FRS 101 available in respect of IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instruments.
Investments in subsidiaries
These investments are shown at cost less any provision for impairment.
Share-based payments
The Company issues equity-settled share-based payments to certain employees of its subsidiaries, which are measured at fair
value at the date of grant using option pricing models. The fair value is expensed on a straight line basis over the vesting period
based on the Company’s estimate of the number of shares expected to vest.
The issue of share incentives by the Company to employees of its subsidiaries represents additional capital contributions. An addition
to the Company’s investment in subsidiary undertakings is reported, with a corresponding increase in shareholders’ funds.
Other accounting policies
The Company’s accounting policies are the same as those for the Group, which are disclosed as part of the relevant notes to the
Group consolidated financial statements.
Going concern
This Company controls, directly or through one of its 100% owned subsidiaries, the operations of the whole Group. Consequently,
when assessing the going concern status of this Company, the Directors have made their assessment based on the work done to
assess the going concern status of the consolidated Group as a whole.
The Directors have undertaken a robust assessment and concluded that it is appropriate to prepare the financial statements
of this Company on the going concern basis. They have not identified any material uncertainties and there were no significant
judgements involved in coming to this conclusion. Full details are set out in the strategic review, starting on page 62.
2 Profit and loss account information
The Company has no employees (2024: none). The fees payable to the Company’s auditor for the audit of the Company’s annual
accounts, and directors’ emoluments, were paid by another Group company in the current and prior periods.
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Financial Statements Financial StatementsCompany statement of changes in equity Notes to the Company financial statements
3 Investments in subsidiaries
Cost and carrying value:
Total
£m
At 30 December 2023 – restated, see note 8 793.3
Additions to investment in 2024 – restated, see note 8 9.9
At 28 December 2024 – restated, see note 8 803.2
Share-based payments to employees of subsidiaries 10.3
At 27 December 2025 813.5
The investment represents the Company’s 100% ownership and control of Howden Joinery Holdings Limited, which in turn holds 100%
of all other Group companies – either directly or through one of its own 100%-owned subsidiaries. The combined results and financial
position of the subsidiaries and this Company are shown in the consolidated Howden Joinery Group Plc financial statements.
The Company has no income receivable other than from transactions with its 100%-owned subsidiaries. It is therefore
considered that the market capitalisation of the Group, which was significantly excess of the carrying value of the investment
in subsidiaries at both the current and prior period ends, is a useful proxy for the net present value in use of expected future
cashflows from the investment in subsidiaries, and that therefore there is no indicator of any impairment in the Company’s
investment in subsidiaries.
Any amounts owed to this Company by Howden Joinery Holdings Limited are considered as part of the impairment testing
described above.
Details of all Group subsidiaries are given on page 214, which forms part of these financial statements.
4 Property, plant and equipment
Leasehold
property
improvements
£m
Plant,
machinery
& vehicles
£m
Fixtures
& Fittings
£m
Assets under
construction
£m
Total
£m
Cost
At 28 December 2023 44.6 – – 1.7 46.3
Additions 0.6 – – 0.4 1.0
Transfers 1.6 0.1 0.2 (1.9) –
At 28 December 2024 46.8 0.1 0.2 0.2 47.3
Additions 0.5 – – – 0.5
Disposals (0.3) – – – (0.3)
Transfers 0.2 – – (0.2) –
At 27 December 2025 47.2 0.1 0.2 – 47.5
Accumulated depreciation
At 28 December 2023 (8.9) – – – (8.9)
Charge for the period (2.0) – (0.1) – (2.1)
At 28 December 2024 (10.9) – (0.1) – (11.0)
Charge for the period (2.1) (0.1) – – (2.2)
Disposals 0.3 – – – 0.3
At 27 December 2025 (12.7) (0.1) (0.1) – (12.9)
Net book value at 27 December 2025 34.5 – 0.1 – 34.6
Net book value at 28 December 2024 35.9 0.1 0.1 0.2 36.3
5 Lease right-of-use assets and lease liabilities
Nature of the Company’s leasing activities
The Company is the signatory for leases relating to factory, warehouse and office properties which are used by other
Group companies.
Amounts recognised in the balance sheet
Right-of-use assets
27 December 2025
£m
28 December 2024
£m
Property 169.3 171.2
Additions to right-of-use assets in the period 34.0 –
Lease liabilities
27 December 2025
£m
28 December 2024
£m
Current (9.1) (6.9)
Non-current (186.8) (190.5)
(195.9) (197.4)
During the current period, the Company assessed the likely termination date of one of its property leases and decided that this
lease was not now likely to run to its full contractual term, as the Group had bought the leased property and would be taking steps
in 2026 to formally terminate the lease. The Company decided that the most appropriate course of action was to remeasure the
lease asset and liability using a new lease end date based on the first contractual break date in the existing lease. This has had
the effect in the current period of reducing both the lease asset and the lease liability by £27.6m. Additions to right-of-use assets
in the period relate to lease modifications.
Amounts recognised in the income statement
52 weeks to
27 December 2025
£m
52 weeks to
28 December 2024
£m
Included in net operating expenses
Depreciation of property right-of-use assets 8.2 7.9
Included in finance costs
Interest expense on lease liabilities 4.6 4.6
Variable lease payments, not included in the measurement of lease liabilities 1.6 0.3
Cash flows and maturity analysis of lease liabilities
52 weeks to
27 December 2025
£m
52 weeks to
28 December 2024
£m
Total cash outflow for leases 11.8 11.1
Maturity analysis of lease liabilities
27 December 2025
£m
28 December 2024
£m
Contractual undiscounted cashflows due
– within 1 year 13.5 11.6
– 2 to 5 years 46.2 46.8
– more than 5 years 189.5 192.8
249.2 251.2
Notes to the Company financial statements continued
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6 Amounts owed by wholly-owned subsidiary companies
These amounts are reviewed for impairment at each year end by examination of the subsidiary company financial position.
Ifthere is an indication that the counterparty will not be able to repay all or part of the balance on demand, an allowance is
madefor expected credit losses.
7 Share capital
Ordinary shares of 10p each:
52 weeks to
27December 2025
No.
52 weeks to
28December 2024
No.
52 weeks to
27December 2025
£m
52 weeks to
28December 2024
£m
Allotted, called up and fully paid
Balance at the beginning of the period 553,591,720 553,591,720 55.4 55.4
Bought back and cancelled during the period (12,074,517) – (1.2) –
Balance at the end of the period 541,517,203 553,591,720 54.2 55.4
Share capital
The Company has one class of ordinary share that carries no right to fixed income. 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. All shares rank equally with
regard to the Company’s residual assets.
Shares bought back and cancelled
During the current period, the Company bought back and cancelled 12,074,517 shares at a total cost of £100.2m, completing the
share buyback programme announced in February 2025. No shares were bought back in the prior period.
Movements in Treasury shares
During the current period, 286,110 shares were transferred from Treasury to the Group’s share trust (2024: 1,074,044 shares)
for awarding to employees on the vesting of share-based long-term incentive plans. A further 1,078,530 shares (2024: nil) were
transferred direct to employees under the Group’s Share Incentive Plan.
At the current period end there were 2,479,691 ordinary shares held in treasury, each with a nominal value of 10p
(2024: 3,844,331 shares of 10p each).
Description of the nature and purpose of the other reserves shown in the balance sheet
The share premium represents the amounts above the nominal value received for shares sold. The capital redemption reserve
represents the nominal value of share capital bought back and cancelled. The ESOP reserve relates to share-based payments
and is explained at the foot of the consolidated statement of changes in equity. The treasury share reserve represents the cost
of shares bought from the market and held in treasury. The retained earnings reserve represents the Group’s cumulative results.
8 Prior year restatement
(a) Description of restatements
During the current period, the Directors have reassessed the accounting for Group share-based payments and for investments
in this Company’s shares which are held in employee share ownership trusts, and are used to satisfy share-based payment
arrangements.
The shares held by the employee share trusts had previously been recognised in the financial statements of a wholly-owned
Group subsidiary. On reassessment of the terms of the share trusts the Directors have concluded that this Company is the
sponsoring entity of the trusts and the company which has the obligation to settle the Group’s share-based payments.
This resulted in a restatement in this Company to recognise the Group ESOP and share-based payment reserve.
Following the recognition of this Company as the sponsoring entity for the share trusts, it was concluded that the appropriate
accounting treatment for the share-based payments granted to employees of wholly-owned indirect subsidiaries of this
Company was to recognise a credit to the ESOP and share-based payments reserve in this Company, and to recognise a
corresponding increase in this Company’s investment in its 100%-owned direct subsidiary, which in turn owns 100% of the
shares of the subsidiaries whose employees are receiving the share-based payments. This is set out in the share-based
payments accounting policy at note 1 to these financial statements.
This has led to a prior year adjustment to the opening balances of this Company’s financial statements, as detailed below. This
recognises the Group ESOP and share-based payments reserve, and also recognises an increase in investments in subsidiaries
corresponding to the cumulative total share-based payment charge since the adoption of IFRS2: Share-based payments.
The transfer of shares from the Treasury share reserve to settle awards and transfer shares to the Employee Benefit Trust in prior
years was recognised as an irrecoverable intercompany cost in this Company. As part of this restatement this cost has been
reversed through the profit for the 52 weeks ended 28 December 2024 which has resulted in a restatement of retained earnings.
There are two further restatements to the prior year figures reflecting the 2024 impact of the above adjustments. This is to
recognise the increase in the company’s investment in its 100% owned subsidiary and the transfer of Treasury shares to ESOP
and share-based payments reserve.
Details of the adjustments made are given below.
(b) Adjustments arising from restatements
Investment in
subsidiaries
£m
ESOP and share-
based payments
reserve
£m
(Increase)/
decrease in
retained earnings
£m
Balances at 30 December 2023 as previously presented – before restatement 699.0 –
Recognition of this Company as sponsor of the Group share trusts
and issuer of Group share awards 94.3 (16.6)
Balances at 30 December 2023 – after restatement 793.3 (16.6)
Effect of restatements on balances as at 30 Dec 2023 94.3 (16.6) (77.7)
Recognition of this Company as sponsor of the Group share trusts
and issuer of Group share awards – 2024 9.9 (9.9) –
Transfer of Treasury shares to ESOP and share-based payments reserve – 2024 5.2 (5.2)
Incremental effect of restatements in year to 28 Dec 2024 9.9 (4.7) (5.2)
£m
Profit for the year to 28 December 2024 – before restatement 125.8
Reversal of cost previously recognised in the Company as irrecoverable 5.2
Profit for the year to 28 December 2024 – restated 131.0
Notes to the Company financial statements continued
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Governance
Strategic Report
Additional Information
Financial Statements Financial StatementsPage Title Page Title
Additional Information
205 Five year record
206 Our TCFD reporting
214 Parent company and subsidiaries
215 Shareholder and share capital information
217 Shareholder ranges
217 Corporate timetable
218 Advisors and registered office
Five year record
December 2025
52 weeks
£m
December 2024
52 weeks
£m
December 2023
53 weeks
£m
December 2022
52 weeks
£m
December 2021
52 weeks
£m
Summarised Income Statement
Revenue 2,418.0 2,322.1 2,310.9 2,319.0 2,093.7
Operating Profit 355.3 339.2 340.2 415.2 401.7
Profit before tax 344.9 328.1 327.6 405.8 390.3
Basic EPS (pence) 49.2 45.6 46.5 65.8 53.2
Full year dividend per share (pence) 21.9 21.2 21.0 20.6 19.5
Summarised Balance Sheet
Non-current assets excluding
leases and pension 656.4 570.6 516.8 471.5 332.1
Non-current lease right-of-use assets 665.2 642.3 647.9 614.3 555.8
Inventories 409.2 390.7 382.8 373.3 301.6
Receivables 278.8 264.6 194.5 265.6 205.8
Payables and provisions (including tax) (450.5) (400.0) (349.3) (454.2) (468.7)
Pension asset/(liability) (7.8) (2.1) (12.6) (41.5) 140.8
Total lease liabilities (704.9) (681.0) (684.5) (665.3) (591.2)
(475.2) (427.8) (469.1) (522.1) (411.7)
Net cash & short-term investments 344.5 343.6 282.8 308.0 515.3
Total net assets 1,190.9 1,128.7 978.4 871.7 991.5
Number of depots at end of year
UK 891 869 840 808 778
France & Belgium 63 65 65 60 40
Republic of Ireland 16 13 10 5 –
TOTAL 970 947 915 873 818
Capital expenditure 156 122 119 141 86
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Parent company and all subsidiary undertakingsFinancial Statements Page TitleAdditional Information
Task Force on Climate-Related Financial Disclosures
(TCFD) – Building Climate Resilience
Introduction & Approach to TCFD
2025 Highlights
• Updated our scenario analysis, testing strategy resilience across three new climate pathways based on the IPCC frameworks
(SSP’s) to 2035
• Updated our assessment of risks and opportunities based on the refreshed scenario analysis
• Enhanced supplier engagement on Scope 3 emissions data collection and target-setting
• Continued building climate considerations into capital allocation and investment decision-making processes
No identified material climate-related risks in the medium term
The results of our scenario modelling agree with the results of our existing business risk management process (described
starting on page 36) and also agrees with the results of the work done on assessing physical climate risks (page 59).
No identified material financial impact of meeting our SBTi targets in the medium term
We have examined the estimated incremental costs of meeting our SBTi targets over the period to 2030, and neither the
incremental capex requirement nor the net annual effect on operating profit is material.
Confirming compliance with the TCFD recommendations
The following pages set out the 11 TCFD recommended disclosures, showing where we are now, the progress we’ve made this
year, and our main areas of focus for the future.
We consider that we’re fully compliant with Listing Rule 6.6.6R (8) (UK Listing Rules), i.e. that we are fully compliant with all 11
of the TCFD recommendations, and that we have taken into account all relevant and material elements of the recommended
TCFD disclosures – including the TCFD’s all-sector guidance and, where appropriate, the supplemental guidance for non-
financial groups. The statement includes the climate-related financial disclosures required by section 414CB(A1) and (2A) of the
Companies Act 2006.
TCFD recommended disclosure Our disclosure and developments in 2025 Focus areas for 2026 and beyond
GOVERNANCE
A
A Describe the
Board’s oversight of
climate-related risks
and opportunities.
• This process is led by the Board’s Sustainability
Committee, whose report is at page 134.
• The Sustainability Committee met 3 times during
2025. The Director of ESG* reported to the
Sustainability Committee at each meeting and
provided updates on the climate-related risks
and opportunities.
• The Board considers climate risks together with
other risks as part of its overall risk review process,
described in detail starting at page 36.
• When considering any material investment
proposition, the Board now considers climate-
related consequences using scenario-based risk
assessment.
• Working with the Audit Committee, the Sustainability
Committee reviewed the accuracy of the Group’s
emissions data and external reporting obligations.
This included receiving updates from management
on reporting systems and processes.
• The Sustainability Committee have an
agreed schedule of work and will meet
regularly in 2026. It will continue to
make recommendations to the Board
as appropriate.
• The Director of ESG will provide regular
progress updates.
• The Board will monitor the implementation
of scenario analysis recommendations
and will work towards agreeing a
framework of Transition Plan milestones.
• Environmental measures in executive
share plans continue for 2026– see page
124.
TCFD recommended disclosure Our disclosure and developments in 2025 Focus areas for 2026 and beyond
GOVERNANCE CONTINUED
B
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
• It is the Executive Committee’s (‘ExCo’)
responsibility to execute Group strategy and
to manage and mitigate climate risks and take
advantage of opportunities.
• The ExCo are responsible for delivering the climate-
related targets determined by the Board, including
our SBTi Net Zero targets.
• In the established Sustainability Steering
Group (SSG) the chair was changed to the Chief
Commercial Director in 2025. The role of the SSG is
to monitor progress against our 2030 SBTi targets,
monitor our compliance with relevant laws &
regulations and to horizon scan for future needs
The SSG met 4 times in 2025.
• The Director of ESG* advises both Board and ExCo
on progress against targets and other initiatives.
He presented at all of the SSG meetings.
• ExCo reviewed the refreshed TCFD scenario
analysis in May 2025, including materiality impact
assessments and strategic implications.
• The Director of ESG* presented the double materiality
assessment to the Sustainability Committee which
had been undertaken as part of the preparatory work
for disclosure requirements under the Corporate
Sustainability Reporting Directive.
• Our supplier engagement activities in 2025 (pages
49, 84 and 85) demonstrated industry leadership
and provided clear messaging that our suppliers
need to be active on emissions reductions.
• ExCo members have assigned
responsibilities for specific climate
transition plan workstreams.
• The SSG will meet regularly in 2026 and
will make recommendations to the ExCo
as appropriate.
• Management will continue enhanced
engagement with our supply chain in 2026
focusing on supplier decarbonization
roadmaps and SBTi target setting.
• ExCo will review the outcomes from the
2025 TCFD Scenario update.
• The ESG Director will work with Exco to
develop a climate transition plan for
consideration by the Sustainability
Committee.
• Supplier engagement will remain an
area of focus, particularly at the Supplier
Conference in the Spring.
STRATEGY
A
Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium, and
long term.
• Our 2025 climate scenario analysis examined three
distinct pathways and identified material impacts
that vary significantly by scenario. While no risks are
currently assessed as principal risks, our analysis
indicates potential material impacts in the medium
term (2026-2030) particularly related to carbon
pricing, supply chain resilience, and sustainable
material sourcing.
• We give more detail on the scenario analysis,
potential risks and opportunities starting at page 210.
• Implement priority actions identified in
scenario analysis including enhanced Tier
1 & 2 supplier analysis and more granular
supplier sustainability requirements.
• Monitor policy developments and
competitor actions to validate scenario
assumptions.
• Continue engaging with supply chain
to obtain further data and support
decarbonization.
* The Director of ESG is a management role and is not a Director of the Board of Howden Joinery Group Plc.
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Financial Statements Financial StatementsPage Title Page TitleTCFD – building climate resilience
TCFD recommended disclosure Our disclosure and developments in 2025 Focus areas for 2026 and beyond
STRATEGY CONTINUED
B
Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy, and
financial planning.
• We updated our physical climate risk assessment
in 2024 and completed comprehensive transition
scenario analysis in May 2025.
• Climate-related risk screening integrated into due
diligence for all major capital expenditure decisions.
• We discuss our Net Zero commitment on
page 46.
Review the feasibility of an internal carbon
price to use across all expenditure decisions
• Develop product-level carbon footprinting
capability for margin and portfolio
optimization, using software tools.
• As we continue to collect data from
more of our suppliers (page 49), this
will increase our knowledge on specific
climate risks and opportunities that may
inform our strategy and financial planning.
• The outputs of our double materiality
assessment (page 48) will inform
our strategy.
C
Describe the resilience
of the organisation’s
strategy, taking
into consideration
different climate –
related scenarios,
including a 2°C or
lower scenario.
• We completed our scheduled scenario analysis
refresh in May 2025, using updated IPCC Shared
Socioeconomic Pathways (SSPs) aligned with
the latest climate science. This replaced our 2021
scenarios and provide a more robust framework
for testing strategic resilience. We developed three
scenarios based on well-regarded SSP pathways,
enhanced with factors specific to Howdens: We
assessed impacts over three time horizons:
• Short term: 0-2 years (2025-2027)
• Medium term: 3-5 years (2028-2030)
• Long term: 6-10+ years (2031-2035).
• Annual review of key assumptions
and emerging trends through our risk
management process.
• Integration of scenario insights into annual
strategic planning and capital allocation
processes.
• Development of early warning indicators
to detect which scenario pathway is most
likely.
• Incorporation of scenario analysis
findings into our Climate Transition Plan,
which we will look to publish in 2026
reporting cycle.
• We will continue to review various options
for decarbonisation, including new
technology, as and when it becomes
available, and to consider whether there
are any emerging implications for our
future strategy.
RISK MANAGEMENT
A
Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
• We use the same approach as for other risks (pages
36–37), combined with horizon scanning to improve
identification of medium and longer-term climate
transition and physical risks.
• We use an approach modelled on British Standards,
based on risk impact and our adaptive capacity.
• We have built the outputs of our climate risk
assessment into operational risk registers.
• We updated our climate physical risks assessment
in 2025 using our modelling tool that covers all of our
operations over a short, medium and long term for
three different recognised climate pathways
(page 210).
• We have engaged with our stakeholders, including
our insurers, to understand how their focus on
climate risk is likely to develop.
• Continue to improve our risk identification
process, incorporating more data streams
and trends.
• Review the external environment for
changes in climate risks and new
mitigation strategies (e.g. through our
brokers, insurers external professional
bodies and forums).
TCFD recommended disclosure Our disclosure and developments in 2025 Focus areas for 2026 and beyond
RISK MANAGEMENT CONTINUED
B
Describe the
organisation’s
processes for
managing climate-
related risks.
• We manage climate-related risks in the same way
as our other risks (pages 36 – 37), albeit that time
horizons may be longer.
• A member of the ExCo owns each risk and leads the
relevant operational teams as they control day-to-
day risk management and mitigation.
• Challenge the business on the
effectiveness and accuracy of mitigation
plans, including evidence of progress.
• We continue to have no climate risk which
we treat as a principal risk, and to view
potential climate risks as emerging risks
( page 41).
C
Describe how
processes for
identifying,
assessing, and
managing climate-
related risks are
integrated into
the organisation’s
overall risk
management.
• We use the same approach as for other risks
(pages 36 – 37).
We record them in our risk registers alongside our
other operational, financial and strategic risks,
albeit that we typically use longer time horizons
when looking at climate risks.
• We review and update them twice a year.
• We have an emerging risk identification and
management approach, with dedicated reporting
to Exec and Board.
• Continue with specific climate-focused
risk register reviews.
• Continue to develop reporting to
Exec and Board.
METRICS AND TARGETS
A
Disclose the
metrics used by
the organisation
to assess climate-
related risks and
opportunities in line
with its strategy and
risk management
process.
• Our emissions reporting starts at page 60. This is
central to our SBTi targets (42% reduction in Scope
1 and 2 emissions, and 25% reduction in Scope 3
emissions by 2030. 90% reduction in all emissions
by 2050 – all against a 2021 baseline), which were
approved in January 2024, and which will be key
metrics for the future.
• We have long-standing KPIs on use of FSC
®
and PEFC
raw materials (target of 100% of all wood used in
manufacturing to be certified) and on production
waste recycling (target of 100% of waste not going
to landfill). We report on these on pages 50 and 53.
• We have amended our standard contract terms with
all direct suppliers to make it clear that we expect
them to set SBTi targets or a clear and validated Net
Zero plan.
• As we continue with supplier engagement,
we will collect further supply chain
emissions data, which will allow us to
encourage suppliers to set SBTi targets
and Net Zero plans (page 49).
• We will engage with our critical indirect
suppliers in 2026.
B
Disclose Scope
1, Scope 2 and, if
appropriate, Scope
3 greenhouse gas
(GHG) emissions and
the related risks.
• See our emissions reporting, starting on page 60.
• We consider the risks relating to emissions as part
of our overall climate risk reporting, summarised
above.
• We will continue to work with our supply
chain to gather additional data to inform
our Scope 3 emissions reporting progress
against our SBTi targets and enhance
technology capability for data capture.
C
Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities and
performance against
targets.
• Performance against non-financial KPIs is shown
on pages 29, 50 and 53.
• Our SBTi Net Zero targets are shown at page 47.
• We have incorporated environmental targets,
aligned with our SBTi Net Zero targets, into the terms
of our Exec employee share awards since 2022.
More details are given on pages 116, 121 and 124.
• Continue to monitor performance against
targets including assessing the industry
specific metrics and targets introduced by
latest frameworks and standards such as
TPT (Transition Plan Taskforce) and ISSB.
• We plan to publish our transition plan
in 2026.
Task Force on Climate-Related Financial Disclosures
(TCFD) – Building Climate Resilience
continued
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Financial Statements Financial StatementsPage Title Page Title
Main risks and opportunities from our scenario modelling so far
Climate Scenario Analysis –
updated in 2025
We did our first climate scenario planning in 2021.
We refreshed it in 2025, using updated IPCC Shared
Socioeconomic Pathways (SSPs) aligned with the latest
climate science. This provides a more robust framework
for testing strategic resilience.
We looked at each scenario over three time horizons:
• Short term – to 2027
• Medium term – to 2030
• Long Term – to 2035
Our three climate scenarios are:
Scenario 1. SSP1-2.6 ‘Green Transformation’
(<2°C pathway)
Where governments and regulators act quickly and take the
lead with a series of measures aimed at achieving the Paris
Agreement targets. This scenario envisages swift action,
a high level of legislation and emphasis on mechanisms such
as carbon pricing and financial incentives for decarbonization.
Scenario 2. SSP2-4.5 ‘Gradual Shift’
(2-3°C pathway)
Where lack of agreement between governments leads to an
initially slow pace of change, but where sustained pressure
from citizens, investors and other stakeholders drives gradual
but consistent action. Policy frameworks are in place though
they vary significantly by region.
Scenario 3. SSP5-8.5 ‘Reactive Resilience’
(>4°C pathway)
Where there is some commitment from governments,
companies and citizens to a Net Zero transition, but where
these commitments aren’t always fully developed or enforced,
and may sometimes be overridden by political, commercial,
or individual concerns in the short and medium term.
Economic growth continues to outpace environmental action.
Key Findings
Strategy Resilience Assessment:
Our strategy demonstrates strong resilience in the
short term (0–2 years) across all three scenarios, with
no immediate material threats to business continuity or
financial performance. Our current sustainability initiatives,
supplier engagement programs, and operational efficiency
improvements position us well regardless of which pathway
materializes initially.
Conclusions on Strategy Resilience
Our current strategy is resilient across plausible climate
futures for the short term. For the medium and long term,
we have identified clear pathways for adaptation:
• Under Scenario 1 we should have the capacity to
accelerate transformation and capture significant
first-mover advantage. Early action on identified
priorities (supplier engagement, product development,
manufacturing upgrades) would position us as
sustainability leaders.
• Under Scenario 2 our current trajectory is appropriate.
Incremental enhancements can be delivered through
normal business planning cycles. The impacts should be
manageable, and the opportunities accessible.
• Under Scenario 3 our no-regrets actions build resilience
against physical risks and position us advantageously if/
when policy eventually accelerates. We maintain flexibility
to adjust investment pace while protecting supply chain
and operations.
Results and next steps
Our initial scenario modelling work has given us an increased
understanding of the qualitative impacts of climate change
on our business across various time horizons, although we
recognise that it is an iterative and dynamic process. The
results of our scenario modelling agreed with the results of our
existing business risk management process (pages 36 to 41)
and also indicated the resilience of our current strategy,
in that they did not identify any material climate-related risks.
It highlighted a number of ‘no-regret’ actions we could take to
enhance our resilience
Strategic No-Regret Actions
• Enhanced supply chain emissions visibility and
engagement – critical regardless of policy trajectory.
• Product-level carbon footprint understanding – enables
portfolio optimisation and commercial decisions.
• Energy efficiency improvements in operations – delivers
cost savings and emissions reductions.
• Supplier business continuity and climate resilience planning
– protects against physical risks present in all scenarios.
• Alternative sustainable material sourcing development –
reduces dependency and enables optionality.
• Circular economy principles in product design – future-
proofs product portfolio.
• Customer sustainability information and marketing –
builds brand and enables premium where market allows.
• Employee climate awareness and engagement – supports
talent attraction and culture.
Under each scenario there were several possible short,
medium and long-term risks and opportunities. We have
summarised the most likely ones below. Whilst we have
indicated the most relevant time horizon(s) for each risk and
opportunity, there is inevitably significant crossover between
the outputs of the different scenarios and time horizons, so
our description of each risk and opportunity, as well as of the
related impact, contains an element of aggregation.
Overview of opportunities
Most relevant
time horizons
SSP most
aligned to Impact Mitigation actions
OPPORTUNITY: Area of impact – Access to capital
Building a climate resilient strategy
and communicating it effectively to
the market could strengthen investor
demand & also give us access to lower-
cost financing.
Short- medium term
(2025–2030)
SSP1-2.6
SSP2-4.5
Increased demand for
shares.
Access to sustainable
finance opportunities.
Clearly communicating
our sustainability and
climate resilient actions
to our existing and future
investors.
OPPORTUNITY: Area of impact – Brand
Delivering on our aim to be the
UK’s leading responsible kitchen
business and creating a brand that is
recognised as a leader in managing
climate-related risk could result
in increased sales, greater brand
awareness, increased market share
and increased attractiveness to
currentandfutureemployees.
Medium to long term
(2028–2035)
SSP1-2.6
SSP2-4.5
Increased sales.
Greater brand awareness.
Increased market share.
Stronger employee
retention/relations.
Increased market
Credibility
Promoting awareness
of our sustainability and
Net Zero ambitions to
employees, customers
and end users.
Sustainable customer
offering and bringing the
suppliers on the Net Zero
and sustainability journey
with us.
OPPORTUNITY: Area of impact – Cost reduction
Continuing to focus on energy
efficiency, pushing through
our targeted improvements and
taking future steps on the path to
decarbonisation could lead to a
lower cost base.
Relevant factors could be things
suchas:
• Access to grants, subsidies
and favourable tax treatment
for adopting decarbonisation
technologies.
• Absolute reductions in energy
and materials consumption will
lower costs, particularly in times
of rising energy prices, extended
application of carbon pricing and
an increase in the underlying
carbon price.
Grants and subsidies:
short to medium term
(2025–2028)
Absolute reductions
in energy
consumption:
medium to long term
(2028–2035)
Deployment of
Decarbonisation
technologies such as
hydrogen: medium to
long term (2028–2035)
SSP1-2.6
SSP2-4.5
SSP5-8.5
Capitalise on energy
opportunities: installation
of solar panels/wind
turbines etc., will help in
reducing costs and lead to
carbon emission savings.
Own energy generation:
by accessing grants and
subsidies and deploying
latest decarbonisation
technologies.
Reducing energy
consumption will help
mitigate the impact of
rising energy prices/
carbon pricing.
Deploying new renewable
technologies with grants
will lower the own capex
requirements and improve
energy security.
OPPORTUNITY: Area of impact – Product design
Taking the lead in producing
sustainable products before
ourcompetitors could increase
ourcompetitive advantage and
marketshare.
Medium to long term
(2026–2030)
SSP1-2.6
SSP2-4.5
Support the future
sustainability of our
assets and the
Howdens brand.
Sustainable design is built
in as a pillar of our new
product development
process.
Task Force on Climate-Related Financial Disclosures
(TCFD) – Building Climate Resilience
continued
Financial Statements
Additional Information Governance
Strategic Report
Additional Information
211
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Annual Report & Accounts 2025
210
Howden Joinery Group Plc
Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
Overview of risks
Most relevant
timehorizons
SPP’s most
aligned to Impact Mitigation actions
RISK: Area of impact – Sourcing
Future physical or legal barriers
arising from climate change could bring
challenges to sourcing some of our
products in the future – principally items
which we currently source from overseas.
Causes could be things such as:
• Carbon pricing.
• Pressure on supply chains to
decarbonise, especially in emerging
markets.
• Some current raw materials could
increase in cost or become unavailable
in the future, so alternatives would
have to be found.
Carbon pricing:
medium to long term
(2028–2035)
Pressure on
supply chains to
decarbonise:
medium to long term
(2028– 2035)
Raw materials
cost increase/
unavailability:
medium to long term
(2028–2035)
SSP1-2.6
SSP2-4.5
SSP5.-8.5
Carbon pricing: £7m –
£9m cost over 10 years,
calculated using a carbon
price of £130 per tonne.
Pressure on supply
chains to decarbonise:
as climate change
is a global issue, our
supplier base will also be
affected with the drive to
decarbonise.
Raw materials Volatility
– cost increase/
unavailability: there may
be adverse impact on
availability of certain raw
materials in the future.
Our commitment to SBTi
Net Zero targets will help
mitigate the impact of
future carbon prices due
to absolute reductions in
our emissions.
We are using technology
to collect data directly
from our suppliers, which
will give us an increased
understanding of potential
supply chain impacts and
allow us to collaborate with
suppliers to mitigate the
potential future effects.
For instance, the supply
chain data should give us
a more detailed view of
potential effects on key
raw materials and help
us formulate mitigation
strategies where
necessary.
RISK: Area of impact – Operations
The physical risk to our operations from
climate change can include extreme
weather events and rising sea levels.
These risks could require additional
capital expenditure or could interrupt
operations.
The physical risk
assessment identifies
potential risks in the
short, medium and
long term for three
separate recognised
pathways (RCPs 2.6,
4.5 and 8.5)
SSP5-8.5
SSP2-4.5
Interruption to
operations: No significant
inherent physical climate
risk has been forecasted
in our modelling for any of
our critical infrastructure,
distribution, and/or
manufacturing locations
over short, medium or
long term perspectives
for any climate pathway.
No significant inherent
climate risk to our global
depot network with just
2% of sites potentially
affected by climate risk in
the poorest case pathway
by 2100.
No significant climate
risk exposures in the
short or medium term
for our key suppliers with
an increasing potential
exposure to drought
across some European
suppliers in the long term
(by 2100) in the worst
climate scenario.
We have modelled our
exposure to physical
climate risk over short,
medium and long term
perspectives for three
separate recognised
climate pathways. We will
conduct further detailed
validation workshops on
key assets to understand
specific climate risks, local
mitigations and plans.
Our work on physical
climate risks is discussed
further on page 59.
Task Force on Climate-Related Financial Disclosures
(TCFD) – Building Climate Resilience
continued
Overview of risks
Most relevant
timehorizons
SPP’s most
aligned to Impact Mitigation actions
RISK: Area of impact – Decarbonisation
Decarbonisation of our distribution and
depot fleets could require transitional
investment and/or adjustments to current
operations and working practices.
Adjustments to
current working
practices: short
to medium term
(2025–2027)
Transitional
investment:
medium to long term
(2028–2035)
SSP1-2.6
SSP2-4.5
Additional capital
expenditure: to
decarbonise our own
operations, e.g. our
buildings and fleet.
We are currently carrying
out a study, which
will clarify levers of
decarbonisation available
to us.
We have estimated the
incremental costs of
meeting our SBTi targets
over the next three years,
and neither the capex
requirements nor the net
annual effect on operating
profit are material.
RISK: Area of impact – Customer expectations
Failure to meet customer demands
for sustainable products could reduce
market share.
Failure to meet
demands:
medium to long term
(2028–2035)
SSP1-2.6
SSP2-4.5
SSP5-8.5
Impact on future sales:
from inability to meet
customer needs.
Our ESG strategic
ambition is to be the
UK’s leading responsible
kitchen business.
This commitment drives
us to keep a focus on
sustainable product
(page 52).
Financial Statements
Additional Information Governance
Strategic Report
Additional Information
213
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Annual Report & Accounts 2025
212
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Annual Report & Accounts 2025
Five year recordFinancial Statements Financial StatementsPage Title
Parent company and all subsidiary undertakings
Country of registration
orincorporation Registered office
Parent company
Howden Joinery Group Plc England and Wales 105 Wigmore Street, London, W1U 1QY
All subsidiary undertakings
Intermediate Holding Companies:
Howden Joinery Holdings Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Howden Joinery International Holdings Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Trading:
Howden Joinery Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Howdens Cuisines SAS France 1 Rue Calmette, ZA Du Bois Rigault Nord,
62880 Vendin-Le-Vieil
Howdens Cuisines SRL Belgium Rue du Cerisier 05–12, 6041 Gosselies
Howden Joinery (Ireland) Limited Republic of Ireland Suite 3, One Earlsfort Centre, Earlsfort Terrace,
Dublin 2, Ireland
Sheridan Fabrications Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Property Management:
Howden Joinery Properties Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Howden Kitchens Properties Limited England and Wales 105 Wigmore Street, London, W1U 1QY
ARE S1 (Logistics IV) Limited Guernsey Royal Chambers, St Julian’s Avenue, St Peter Port,
GY1 4HP, Guernsey
Administration and Employee Services:
Howden Joinery Corporate Services Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Howden Joinery People Services Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Dormant:
Howden Kitchens Limited England and Wales 105 Wigmore Street, London, W1U 1QY
Foreign Company Registrations of UK Companies:
Howden Joinery Limited Isle of Man 33–37 Athol Street, Douglas, Isle of Man, IM1 1LB
Howden Joinery Limited Jersey 105 Wigmore Street, London, W1U 1QY
Howden Joinery Properties Limited Isle of Man 33–37 Athol Street, Douglas, Isle of Man, IM1 1LB
This information forms part of the audited financial statements.
At 27 December 2025
Shareholder and share capital information
Annual General Meeting
The 2026 Annual General Meeting (AGM) will be held at
Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate,
London, EC2P 2SR on 7 May 2026 at 11.00am.
Shareholders will have the opportunity to discuss Howdens’
progress and operations directly with the Board at the AGM.
The notice of the AGM will be sent to shareholders at least
21clear days before the meeting and will detail the resolutions
to be voted on.
Dividend
Subject to the 2025 final dividend payment being approved
by shareholders at the AGM on 7 May 2026, the following
timetable will apply:
2025 Final Dividend
Ex-Dividend date 9 April 2026
Record Date 10 April 2026
Payment Date 22 May 2026
Change of registrar
Howden Joinery Group Plc (‘Howdens’) transferred its
share register to Computershare Investor Services PLC
(‘Computershare’) on 15 December 2025.
Dividend reinvestment plan (‘DRIP’)
Howdens offers a DRIP for our shareholders in eligible
countries who wish to elect to use their dividend payments
to purchase additional ordinary Howdens shares, rather
than receive a cash payment. The DRIP is provided and
administered by Computershare. Further details regarding
the DRIP can be found on Computershare’s website:
computershare.com/uk/individuals/im-a-shareholder/
dividend-reinvestment-plan
Dividend payments directly to a bank orbuilding
societyaccount
From June 2026, Howdens will no longer pay dividends by
cheque. We encourage you to arrange for any future dividend
payments to be made directly to your bank account. You
can go online to investorcentre.co.uk and enter your bank
mandate details, or you can fill out the form at the back of
your Computershare welcome letter and return this using
the prepaid envelope, or you can call Computershare on
+44 (0)370 889 0144.
Share Capital
As at 27 December 2025, the Company had only fully paid
up ordinary 10 pence shares in issue (‘Shares’). Below sets
out the share capital position 27 December 2025 and at
28 December 2024:
% change
Number of Shares
27 Dec 2025 28 Dec 2024
Total Shares in issue (2.2)% 541,517,203 553,591,720
Treasury Shares (35.5)% 2,479,691 3,844,331
Shares with voting rights (1.9)% 539,037,512 549,747,389
Shares held in Treasury have no voting or dividend rights and
are used solely for the satisfaction of employee share awards.
Details of employee share schemes are set out in note 23 to
the consolidated financial statements. Shares held by the
Howden Joinery Group Plc Employee Benefit Trust abstain
from voting at the Company’s general meetings and waive
dividends. Shares held in the Share Incentive Plan Trust, which
have been allocated to employees through all-employee share
plans available in the UK and Isle of Man, have both voting and
dividend rights.
Acquisition of the Company’s own shares
At the AGM on 1 May 2025, the Directors were granted
authority by shareholders under resolution 17 to purchase
up to 54,974,739 of the Company’s ordinary shares through
the market
2
. The authority expires at the conclusion of the
2026 AGM or within 15 months from the date of passing the
resolution (whichever is earlier).
During 2025, the Company repurchased and cancelled over
12 million shares worth a total of £100m under its 2025 share
repurchase programme. This was implemented under the
general authority to purchase shares described above and
therefore properly conducted through the market.
The repurchased shares represented a nominal value
of nearly £121,000 and equated to 2.2% of the called up
share capital of the Company at the beginning of the period
(excluding Treasury shares). In line with our capital allocation
policy (see page 33 for more information) the Company
returns surplus capital to shareholders. In 2025, the Board
considered that a share buy back programme, in addition to
paying a dividend, was the most efficient means of deploying
surplus capital to shareholders.
1 The definition of ‘Shares in public hands’ may be found in UK Listing Rule 5.5.3R. The Company considers shares which meet the definition of ‘shares in public hands’,
as set out in the Listing Rules, to be Free Floatshares.
2 At prices ranging between 10p and the higher of (a) 105% of the average middle market quotation for an ordinary share as derived from the London Stock
Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and (b) an amount equal
tothehigher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from
theLondon Stock Exchange Trading System.
Financial Statements
Additional Information Governance
Strategic Report
Additional Information
215
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Annual Report & Accounts 2025
Financial Statements Financial StatementsPage Title Page Title
Shares in public hands
1
(‘Free Float’ shares)
As at 27 December 2025, 0.46% of the Company’s issued
share capital was held in Treasury, 0.21% was held by
Directors, persons discharging managerial responsibility
(PDMRs) or connected persons of those Directors or PDMRs.
0.19% was held in employee share trusts (excluding any
allocated shares which are not forfeitable), and 6.05%
was held by major shareholders (those who have declared
holdings above 5%). Free Float shares therefore accounted
for 93.08% of the Company’s issued share capital at
27 December 2025.
Rights and restrictions
Issued share classes: Ordinary only (fully paid)
Voting rights at general meetings: One vote per share
Fixed income rights: None
Individual special rights of control: None
Holding size restrictions
1
: None
Transfer restrictions
1
: None
The Directors are not aware of any agreements between
holders of the Company’s shares that may result in
restrictions on the transfer of shares or on voting rights.
Substantial shareholdings
The Company had been notified, inaccordance with Rule 5 of
the Disclosure and Transparency Rules, of the following voting
rights held by a shareholder of theCompany:
Interests disclosed in the period under review (the 52 weeks
ended 27 December 2025):
Substantial
Shareholder
% of total
voting rights
Date of last
notification
Invesco Ltd 1.46% 1 October 2025
PineStone Asset
Management Inc.
5.99% 8 August 2025
Norges Bank 0.92% 16 July 2025
The percentage interest is as stated by the shareholder at the
time of notification and is based on voting rights and capital
information at the time of the notification. Current interests
may therefore vary.
There were no additional Interests disclosed following the
period under review (the 52 weeks ended 27 December 2025)
until 25 February 2026.
Significant agreements
There are a number of agreements that take effect, alter
or terminate upon a change of control such as commercial
contracts, bank loan agreements and employee share plans.
The only one of these which is considered to be significant in
terms of likely impact on the business of the Group as a whole
is the bank facility (as described on page 35 and in note 19
of the consolidated financial statements). If the lender were
not prepared to consent to a change of control, a mandatory
repayment of the entire facility would be triggered.
The Directors are not aware of any agreements between the
Company and its Directors or employees that provide for
compensation for loss of office or employment that occurs
because of a takeover bid.
Provision for indemnity against liability
incurred by a Director
The Company has provided indemnities to the Directors
(to the extent permitted by the Companies Act 2006) in respect
of liabilities incurred as a result of their office. Neither the
indemnity nor any insurance provides cover in the event that
the Director is proven to have acted dishonestly orfraudulently.
Listing Rule 6.6.1R(2) disclosure
The following statement, characterised as a profit forecast,
was included in the Group’s Trading Update on 6 November
2025 for the financial year ended 27 December 2025:
“ We remain on track with the outlook for 2025 and expect to
deliver Group profit before tax in line with current market
expectations.”
A footnote to the statement above read:
“ 2025 Full Year Profit Before Tax consensus published on the
Company’s website is an average of £331m.”
The actual Group profit before tax figure for the period ended
27 December 2025 is set out in the consolidated income
statement on page 157.
1 Governed by the general provisions of the Articles of Association (which may be amended by special resolution of the shareholders) and prevailing legislation.
Shareholder and share capital information continued
Range of shareholding
Number of
shareholders
Percentage of total
shareholders
Number of
ordinary shares
Percentage of issued
share capital
0 to 1,000 4,643 74.2 1,586,475 0.3
1,001 to 5,000 937 15.0 2,159,077 0.4
5,001 to 10,000 134 2.1 968,834 0.2
10,001 to 50,000 178 2.8 4,300,310 0.8
50,001 to 100,000 68 1.1 5,189,374 1.0
100,001 to 250,000 90 1.4 14,080,348 2.6
Over 250,000 211 3.4 513,232,785 94.7
Total 6,261 100 541,517,203 100
Category of shareholder
Number of
shareholders
Percentage of total
shareholders
Number of
ordinary shares
Percentage of issued
share capital
Private 5,590 89.28 7,973,324 1.47
Institutional and corporate 671 10.72 533,543,879 98.53
Total 6,261 100 541,517,203 100
It should be noted that many of our private investors hold their shares through nominee companies; therefore, the actual number
of shares held privately will be higher than indicated above.
Trading update 28 April 2026
Annual General Meeting 7 May 2026
Half Year Results 23 July 2026
Trading update 5 November 2026
End of financial year 26 December 2026
Shareholder ranges as at 27 December 2025
2026 Corporate timetable
Financial Statements
Additional Information Governance
Strategic Report
Additional Information
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Shareholder and share capital informationFinancial Statements Financial Statements Page Title
Financial Statements Page Title
Advisors and registered office Notes
Principal Banker
Lloyds
25 Gresham Street
London
EC2V 7HN
Joint Financial Advisers
and Stockbrokers
Deutsche Numis Securities
21 Moorfields
London
EC2Y 9DB
Barclays
1 Churchill Place
Canary Wharf
London
E14 5HP
Solicitors
Freshfields
100 Bishopsgate
London
EC2P 2SR
Auditor
KPMG
15 Canada Square
London
E14 5GL
Registrar
Computershare
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Registered Office
105 Wigmore Street
London
W1U 1QY
Financial Statements
Additional Information Governance
Strategic Report
Additional Information
219
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Annual Report & Accounts 2025
Shareholder Ranges Shareholder RangesFinancial Statements Financial Statements Page TitleFinancial Statements Page Title
Trusted by the Trade
Annual Report and Accounts 2025 Howden Joinery Group Plc
2025