Affordable Homes

Lasting Value

Annual Report and Accounts 2025

Contents

Strategic Report

Business at a Glance 02

Chair’s Statement 04

Investment Case 06

Chief Executive’s Statement 10

Business Reviews 16

Market Review 20

Our Business Model 24

Our Business Strategy 30

Key Performance Indicators 32

Financial Review 34

Risk Management 38

Our Stakeholders 44

Sustainability at a Glance 46

People 48

Communities 56

Environment 66

Sustainability Materiality Assessment 78

Sustainability Targets 80

Task Force on Climate-Related

Financial Disclosures (TCFD) 84

Sustainability Accounting

Standards Board (SASB) 90

Section 172 Statement 98

Non-financial and Sustainability

Information Statement 102

Corporate Governance

Chair’s Introduction 106

Corporate Governance Framework 108

Board of Directors 110

Corporate Governance Report 112

Nomination Committee Report 118

Audit Committee Report 122

Sustainability Committee Report 130

Remuneration Committee Report 134

Implementation of the

Remuneration Policy 138

Annual Report on Remuneration 140

Remuneration Policy Report 152

Directors’ Report 161

Statement of Directors’

Responsibilities 165

Financial Statements

Independent Auditors’ Report 168

Consolidated Income Statement 178

Consolidated Statement of

Comprehensive Income 178

Statements of Financial Position 179

Statements of Changes in Equity 180

Statements of Cash Flows 182

Notes to the Financial Statements 183

Other Information

Five Year Review 214

Further Information 215

MJ Gleeson plc

specialises in

building affordable

homes and

promoting land

Tulip Fields,

Holbeach, Lincolnshire

Operational highlights Financial highlights

Homes sold

1,793

2024: 1,772

Revenue

£365.8m

2024: £345.3m

Cash net of borrowings

(£0.8m)

2024: £12.9m (net cash)

Average selling price

£193,600

2024: £185,700

Basic earnings per share

(pre-exceptional items)

28.9p

2024: 33.1p

Operating profit

(pre-exceptional items)

£25.4m

2024: £28.6m

e emissions

(scope 3)

1.831

tonnes per m

floor

area of homes sold

Profit before tax

(pre-exceptional items)

£21.9m

2024: £24.8m

Return on capital employed

(pre-exceptional items)

8.6%

2024: 10.1%

2024: 2.073 tonnes per m

floor

area of homes sold

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 01

GLEESON HOMES

164 sites

Owned sites: 81

Conditionally purchased sites: 83

GLEESON LAND

77 sites

Promotion agreement: 63

Held under option: 9

Freehold: 5

Gleeson Homes – owned sites

Gleeson Land – portfolio sites

MJ Gleeson plc Annual Report & Accounts 202502

Business at a Glance

Gleeson Land

Gleeson Homes

Our mission: Changing lives by building

affordable, quality homes. Where they are

needed, for the people who need them most.

We build high-quality affordable homes across

the North of England and Midlands. We build safe,

sustainable communities, improving the areas in which

we build and the lives of the people who live there.

We help our customers to achieve their dream of home

ownership, wealth creation, and the benefits of better

health and wellbeing that come from living in a modern,

energy-efficient home. We also work in partnership with

high-quality Housing Associations and private institutions

to develop multi-tenure sites.

Our mission: We promote land

through the complex planning

system. Unlocking value to deliver

sustainable and attractive sites for

other developers to build new homes,

where they are needed.

We carefully select and promote land

through the planning system, predominantly

in the South of England. We build strong

relationships with our landowners and

take a proactive and bespoke approach to

promoting their land. We fulfil a vital part

of the housing supply chain in delivering

land with planning consent in areas of

housing need.

REVENUE

£365.8m

(2024: £345.3m)

OPERATING

PROFIT

£25.4m

(2024: £28.6m)

After Group overheads

of £3.9m (2024: £3.9m)

Gleeson Homes: £348.2m

(2024: £329.0m)

Gleeson Land: £17.6m

(2024: £16.3m)

Gleeson Homes: £22.3m

(2024: £30.3m)

Gleeson Land: £7.0m

(2024: £2.2m)

Crown Gardens,

Mansfield, Nottinghamshire

Manor Farm,

Templecombe, Somerset

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 03

I am delighted to be addressing

shareholders for the first time in

my capacity as Chair.

Whilst our market remained broadly stable

through the year we were pleased to achieve

significantly improved sales rates.

Gleeson Homes’ profits continued to be impaired

by margin pressures, and the executive team took

the decision to implement organisational and

management changes to strengthen leadership

and compliance with operational procedures. We

moved quickly to implement operational changes.

the benefits of which are already becoming evident

We are optimistic that we are on track to deliver

our medium term growth strategy.

Board

On 23 April 2025, James Thomson stepped down

from his role as Chair of the Board. I assumed

the interim role of Chair, as well as Chair of the

Nomination Committee, and, on 4 July 2025, was

appointed as Chair of the Board. I remain as Chair

of the Audit Committee on an interim basis whilst

an external search is in progress to appoint a

further independent non-executive director to fill

this role.

Strategy

We remain committed to our medium-term

objective of 3,000 new homes per annum, which

could result in profitability broadly tripling and

Gleeson resuming its position as the fastest

growing listed housebuilder in the UK.

Our strategy remains unchanged, with a clear focus

on addressing the country’s need for affordable,

high-quality new-build homes, and the resulting

economic and social benefits that this brings. For

Gleeson Homes, our vision of “Building Homes.

Changing Lives” remains our key focus. At Gleeson

Land, the team is focused on creating value for

their landowner customers through the planning

system: “Promoting Land. Unlocking Value”.

We have further developed relationships with key

partners, and signed four further partnership deals

in the year, with partnership interest in new and

existing sites remaining strong and anticipated to

increase over the coming months, following the

Government’s recently announced funding and

rent settlement for Housing Associations.

Fiona Goldsmith

Chair

We were delighted to

have our greenhouse gas

reduction targets validated

by the Science Based Targets

initiative, representing an

important step forward in

our commitment to near-

term and net-zero targets.”

Homes sold

1,793

2024: 1,772

MJ Gleeson plc Annual Report & Accounts 202504

Chair’s Statement

The Government’s changes to the planning

system are welcome, and there are early signs

of improvement, but more needs to be done

to increase the efficiency and consistency of

the planning and regulatory systems in order

to expedite the provision of much-needed new

homes. For Gleeson Homes, this reinforces our

view of the importance of building on brownfield

land and the provision of affordable homes.

For Gleeson Land, the reforms should help

secure planning where there is a mandatory

housing requirement, and satisfy the growing

demand from other developers for high-quality

consented land.

Building safety

The Group remains wholly committed to

remediating legacy life-critical fire-safety issues

as quickly as possible and has a dedicated senior

resource overseeing the management of building

safety issues. During the year one further building

was identified, having potentially been developed

by the Group through a joint venture, as well as

a small low-rise development (below 11m) that

the Group was involved with developing, which

requires minor works. The overall provision of

£11.9m at 30 June 2025 (2024: £12.4m) remains

appropriate for the remediation of these buildings.

We continue to make progress with more

buildings in assessment or remediation works in

progress, and with two buildings now substantially

complete.

People

I would like to thank all Gleeson colleagues for

their commitment and support in this difficult

year. Our latest employee survey showed high

levels of engagement and continuing high levels

of satisfaction. Importantly we also retained our

Gold accreditation from Investors in People. The

hard work of our teams, and their commitment

to our vision, mission and values underpin the

delivery of our strategy.

Our independently assessed people engagement

score of 84% compared favourably to the industry

benchmark of 82%, and we remain in the top

quartile of all surveyed companies this year. Our

response rate across the Group was 87%, reflecting

the importance of the survey to both the business

and our people.

I am pleased that during the year the Group's

EDI strategy was formally launched and is being

embedded across the business.

Sustainability and our commitment

to Science Based Targets

We were delighted to have our greenhouse gas

reduction targets validated by the Science Based

Targets initiative in May 2025, representing an

important step forward in our commitment

to near-term and net-zero targets, which are

underpinned by comprehensive forecasts and a

proposed route to achieve these ambitious goals.

Gleeson Homes’ core mission remains fully aligned

with UN Sustainable Development Goal 11, the first

target of which is “access for all to adequate, safe

and affordable housing”. Our analysis of completed

sites in areas of high crime demonstrates how

our developments help in reducing crime,

vividly illustrating the social value that building

new homes in ‘tough’ areas can bring. Our

Sustainability Committee and the wider business

are focused on our three pillars of sustainability:

People, Communities and the Environment, with

targets set and actively managed throughout

the year.

Dividend

Subject to shareholder approval at the 2025

Annual General Meeting, the Company intends

to pay a final dividend of 7.0 pence per share on

21 November 2025 to shareholders on the register

at the close of business on 24 October 2025.

This brings the total dividend for the year to

30 June 2025 to 11.0 pence per share, which is

covered 2.6 times by normalised earnings. The

Group has an established policy of targeting

a range of three to five times dividend cover

relative to full year earnings. Notwithstanding

this policy, which remains unchanged, the Board

is comfortable recommending a lower level of

dividend cover on this occasion, reflecting their

confidence in the medium term outlook.

Fiona Goldsmith

Chair

15 September 2025

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 05

Meeting the needs of an

underserved market

Firbeck Fields,

Langold, Nottinghamshire

Selling into an undersupplied market

As highlighted by the Government’s pledge to

build 1.5 million homes in its first term, the need

for additional housing, and, in particular, affordable

housing, is stronger than ever. The need for

affordable homes in the North of England and

Midlands is striking but is underserved by the

housebuilding sector, with untapped demand in

our regions.

Adapting to market needs

Our homes appeal to a range of demographics,

from first-time buyers through to home movers,

retirees and downsizers. We also have strong

interest from investors and registered providers of

social housing.

Operating agility

We recognise that whilst the desire to own

remains high, home ownership may not be

possible for some people. Our mission of

building affordable, quality homes, where they

are needed and for the people who need them

most remains a fundamental principle of our

model. By working with investors and partners,

we are also able to achieve this through offering

well designed, high-quality homes for social

and affordable housing, shared ownership

and private rental alongside traditional open

market sales.

Building resilience to

turbulent markets

Our partnerships model allows us to work with

Registered Providers and the private rental

sector, both of which are fundamental sectors

of the market. Whilst the market has remained

turbulent this year, the announcement of

an additional £39 billion of funding towards

affordable housing underlines the importance

of this sector, underpinning our growth strategy

and ensuring our business remains resilient.

MJ Gleeson plc Annual Report & Accounts 202506

Investment Case

Gleeson Homes

Roadmap to 3,000 homes

Our affordable price points and high-quality homes

ensure we are well positioned to take advantage of

growth as buyer confidence returns. Combined with the

growth of Gleeson Partnerships and further multi-unit

sales, we remain well positioned to reach our target of

3,000 homes per year in the medium term.

Pipeline of sites

Our strong pipeline of sites underpins the route to

3,000 homes per year. In order to achieve this, we need

to be selling on 100 sites, which will be achieved by

opening circa 30 sites per year. We continue to invest

in our land pipeline in line with market conditions.

Our pipeline includes three years worth of sales with

planning permission already in place, and a further seven

years where the site is secured subject to planning. The

growth from partnerships will be incremental and will

allow us to reach our medium-term goal earlier than

originally planned.

Operational strength

We have structured our regional operating teams to

provide capacity for growth, refreshed our product to

appeal to a wider range of customers and meet planning

preferences in certain regions, broadened our marketing

strategy and focused on upskilling our sales teams. All of

this means that we are ideally positioned for a return to

strong growth as buyer confidence returns.

Partnership model

The addition of partnerships to our business model allows

partners to take advantage of Gleeson design, price and

quality, all of which are attractive to a range of potential

investors. We have been in discussions with a number

of high-quality partners and signed four additional

partnership agreements this year.

Partnership agreements have obvious advantages:

■ Opportunity to develop and de-risk larger sites

■ Dedicated team with low additional investment

■ Land-led forward funding structure reduces capital

requirements and enhances returns

■ Strong market need for affordable housing across

all tenures

■ Additional sales security over pre-sold plots

We’re building towards

3,000 homes a year

Saltom Bay Heights,

Whitehaven, Cumbria

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 07

First time buyer payments as percentage of take

home pay (at current mortgage costs)

South of EnglandNorth of England

and Midlands

Typical Gleeson

3-bed home

22%

26%

41%

Source: Nationwide affordability indicators

Gleeson 2-bed selling prices versus affordability for a

couple on National Living Wage (NLW)

2025202420232022202120202019

225,749

211,513

192,654

175,644

161,223

151,794

144,768

166,060

157,753

150,960

137,035

118,886

109,641

105,944

Affordability for a couple on NLW

Average Gleeson Homes

2-bed open market selling price

Source: Affordability calculations based on four times

national living wage for a 40 hour working week.

Making homeownership a reality

Compelling reasons for customers

to choose Gleeson

Affordability remains strong in our sector of

the market, with lower prices meaning lower

deposits and lower mortgage payments as a

proportion of salary compared to the South

of England and London. The cost of a Gleeson

home is, on average, one-third lower than other

new build homes in our area, and it remains

cheaper to buy than to rent. With those on lower

incomes seeing some of the fastest growth in

wages, our homes are highly affordable.

Our homes are also highly energy efficient, using

49% less energy than existing housing, giving our

buyers a compelling reason to choose Gleeson.

Remaining highly affordable

Affordability remains our priority. We ensure our

homes remain affordable through strict land

buying criteria, efficient design, and tight control

of build costs and overheads. We benchmark our

prices against other new build homes in the local

area to ensure our customers get the best value

for money. We are proud that a working couple

on the National Living Wage can afford to buy a

home on any one of our developments.

Quality and value

Affordable does not mean low quality. A

Gleeson home typically incorporates the same

materials and products, such as kitchen and

bathroom fixtures, as homes built by other major

housebuilders who sell at a significantly higher

price point. We build to a strict specification

ensuring consistent quality whilst managing

our costs.

Kat, Ivy, Kaivan and Luca

in a Longford

MJ Gleeson plc Annual Report & Accounts 202508

Investment Case CONTINUED

Gleeson Homes

Bid and win rate (%)

3.2 3.93.11.8 6.9

11%

23%

14%

35%

FY25FY24FY22FY21 FY23

Win rate

Bid rate (bids per month)

Portfolio (No. of sites)

Jun 25Jun 24Jun 23Jun 22Jun 21

71 717071 77

The future of

land promotion,

Market leading data analytic

capabilities

Our investment in data analytics and technology is

accelerating new site sourcing with 13 sites added

to the portfolio this year, a record for the business.

It also informs planning strategies, provides

robust evidence in applications and appeals, and

assists with due diligence on new sites. We are a

market leader in research and analytics in land

promotion and will continue to explore and invest

in new technologies.

Portfolio of sites

Gleeson Land has a growing portfolio of

high-quality sites. These sites are held either under

option agreements or promotion agreements

rather than being purchased outright, mitigating

the land value risk and requiring low capital

investment whilst being highly cash generative.

Maintaining this low capital base will ensure that

our return on capital will be market leading as

profit grows.

Unlocking the highest value in the

shortest time

We aim to source high-quality sites that have a

strong planning context, and we invest in those

sites that have the opportunity to come forward in

a reasonable period of time. We have competitive

bidding on all sites that we bring to market and

achieve some of the highest gross profit per plot

values in the industry. We aim to create value for

our landowners and for Gleeson in the shortest

possible time.

The best team

We have invested in a high-quality, highly

motivated team, recruiting in our land, planning,

technical and data analytics disciplines to ensure

we have the best people. We have regionalised

the Gleeson Land business to give a more focused

approach and will leverage local expertise to

grow market. Our enhanced team is focused on

increasing the pipeline of sites coming to market

and growing our returns year-on-year.

Melksham,

Wiltshire

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 09

Gleeson Land

Overview

This year has been challenging for Gleeson,

and despite selling more homes relative

to FY2024, there have been factors which

stalled our momentum. We have taken the

actions necessary to benefit the business

through FY2026 and ensure the delivery of our

strategic objectives.

The margin pressure experienced in Gleeson

Homes is not unique to our business with

continued build cost inflation, alongside static

demand and selling prices, necessitating the use

of incentives, and extending site durations.

These challenges were exacerbated in Gleeson

Homes not only by legacy issues but also by

some issues around process and compliance

with procedures resulting in build cost increases

in excess of provisions. It became clear to me

early in the financial year that the structure

and leadership of Gleeson Homes required

fundamental review, and we moved quickly to

implement change through Project Transform,

deploying a team from across the business, to

conduct that review and recommend remedial

actions. During the second half of the year we

moved at pace to restructure the business,

culminating in the leadership and organisational

changes externally announced on 4 July 2025.

These margin challenges led to a full year

performance which was below our initial

expectations. With the benefit of the actions

we have taken already becoming evident,

I am confident that Gleeson Homes will

deliver a stronger performance in the current

financial year.

The area of the housing market in which we

operate is comparatively stable, and we are

maintaining a robust sales rate. We have

identified specific opportunities to broaden

our customer demographic by expanding our

range of homes, with the inclusion of five-

bedroom houses and the introduction of one-

bed apartments to edge-of-town locations will

improve our competitiveness in faster-selling

suburban areas.

Graham Prothero

Chief Executive

Officer

We are confident that the

remedial actions taken in

the year will drive a stronger

business to deliver our

medium-term goal to reach

3,000 homes per year.”

Medium-term target

3,000

homes

MJ Gleeson plc Annual Report & Accounts 202510

Chief Executive’s Statement

With a stronger and more disciplined business

operating in a broader market, we are excited

for the future. We have a business capable and

on-track to deliver our objective of 3,000 homes

per year.

We are also very excited for the prospects at

Gleeson Land. Following the reorganisation into

three operating areas announced last year and

the successful use of its leading data analytics

capability, the business is further building on

its excellent reputation among landowners

and agents, resulting in a strong pipeline

of opportunities.

Gleeson Land is expecting to submit at least

18 new planning applications in the first

half of FY2026. Having delivered a strongly

improved result, the business is enjoying strong

momentum. The team added 13 new promotion

agreements to the portfolio during FY2025 and is

making significant progress towards its objective

of becoming the pre-eminent land promoter in

the South of England.

Group results

The Group generated revenue of £365.8m (2024:

£345.3m) and delivered profit before tax and

exceptional items of £21.9m (2024: £24.8m), and

profit before tax of £20.5m (2024: £24.8m).

The Group ended the year with net borrowings

of £0.8m (2024: net cash £12.9m) and continues

to have a strong balance sheet and significant

liquidity to invest in new sites and future growth.

Gleeson Homes

Gleeson Homes sold 1,793 homes (2024: 1,772),

of which 205 were sold via private multi-unit

sale agreements (2024: 346). This outturn is an

improvement on the prior year, although fell

short of our ambitions. Whilst some of this can

be attributed to external factors, including the

protracted planning system, the pace of delivery

is a focus for the current financial year.

It was pleasing to see average selling prices

increase by 4.3% to £193,600 (2024: £185,700)

including the impact of fewer multi-unit

sales, increase in bed mix and an increase in

underlying sales prices* of 0.6%.

Net reservation rates including multi-unit sales

for the full year increased to 0.71 per site per

week (2024: 0.52) and excluding multi-unit sales

increased to 0.53 (2024: 0.44). Cancellation rates

reduced from 18% to 17%. Net reservations on

open-market sales in the first half were up 13%

on the prior year period and in the second half

were up 28% on the prior year period.

A lack of recovery in the wider housing market,

flat selling prices, lack of funding for Housing

Associations and higher than anticipated build

costs resulted in both lower volumes and lower

margins than we had expected at the beginning

of the financial year. This, combined with the

cumulative impact of extended site durations,

resulted in a reduction in gross margin to 20.7%

(2024: 24.1%).

The reduction in gross profit margin was partly

offset by tightly controlled administrative

expenses, resulting in an operating profit before

exceptional items of £22.3m (2024: £30.3m) and

an operating profit margin of 6.4% (2024: 9.2%).

The division enters the new financial year with

a stronger forward order book of 845 plots

(31 December 2024: 597 plots, 30 June 2024: 559

plots).

Gleeson Homes opened 13 new build sites in the

year and was building on 68 sites at 30 June 2025

(2024: 79 build sites). We have retained a healthy

pipeline of 164 sites at 30 June 2025 (2024: 179

sites), with our total number of pipeline plots

increasing to 19,638 plots (2024: 19,138 plots).

We signed four further partnership deals in

the year, despite the difficulties presented by

the Government’s delayed announcements

on a funding and rent settlement for Housing

Associations, and have a growing pipeline of sites

under discussion with partners.

* Underlying selling price changes are based on average reported revenue changes on open market completions, on sites with

completions in both the current and previous periods, adjusted for the effect of garage mix and bed mix.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 11

Project Transform: Gleeson Homes

reorganisation

“Project Transform” was initiated in the autumn

of 2024. The review identified the need to

implement organisational and management

changes in order to shorten reporting lines,

empower the divisional leadership teams and

strengthen regional management, as well as

reinforcing controls and driving local ownership

and accountability. The changes have been

successfully implemented at pace, and we are

already beginning to see the benefits.

The reorganisation saw the removal of the role

of Gleeson Homes Chief Executive with the two

Divisional Managing Directors now reporting

directly to me. We also created the new role

of Chief Operating Officer, with responsibility

for central functions, driving performance

and governance. Again, that function reports

directly to me. Whilst retaining six regions,

we have combined the management teams

of Greater Manchester & Merseyside and

Cumbria into a single leadership team which is

affording significant operational synergies. The

reorganisation is improving agility, autonomy,

ownership and responsiveness in regional

performance, and visibility and control at centre.

This will ensure stricter adherence to operating

procedures and tighter control of costs. I

believe we will see a marked improvement in

performance and delivery, improving pace and

quality of build and management and control

of costs.

Gleeson Homes: a blueprint for growth

Alongside our focus on restoring margin

performance, we have a number of priorities

to ensure a return to profitable growth at

Gleeson Homes.

LAND PIPELINE AND SITES

The pace of our site purchasing and site opening

plans has been negatively impacted by planning

delays which, compounded by the time taken to

secure utility connections, delayed the opening

of new sales sites, leading to lower than expected

volumes and increased preliminary costs.

Overall, we opened fewer than expected build

sites in the second half of the year and the

number of sales sites will, therefore, be lower

during FY2026.

Milford, The Homesteads,

Goldthorpe, Barnsley

MJ Gleeson plc Annual Report & Accounts 202512

Chief Executive’s Statement

CONTINUED

However, with a more advanced pipeline of sites,

we expect to open between 20 and 30 build and

sales sites and anticipate ending FY2026 with

more sales sites.

Gleeson Homes can comfortably reach 3,000

units per annum by selling from 100 sites at an

average net reservation rate of 0.60 units per site

per week.

Our margins are expected to improve as we

open new sites and deliver greater efficiencies

under a more disciplined approach to building.

However, significant margin improvement will

also depend upon build cost inflation and a

market recovery that enables increased selling

prices and reduced incentives.

PARTNERSHIPS

Our Partnerships strategy is a key element in

our growth plans and accelerates our overall

objective of delivering 3,000 new homes

per annum.

Our partnerships team worked hard in the

year to build the Gleeson Partnerships brand,

establishing wider relationships with potential

partners and working with other areas of the

business to improve our house type portfolio to

better appeal to the partnership market.

We welcome the additional funding for

affordable housing and the rent settlement

announced by the Government, but the delays

in the announcement of the quantum and

allocation of this funding led to uncertainty

from some of our potential partners, subduing

the market in the year, a position we anticipate

continuing until at least until Spring 2026.

Despite this, we signed four new deals in the

year, and continue to expect 20% of our home

sales in the medium term to be from partnership

sites. Of the land bids submitted in the year,

around one fifth of these involved partnership

discussions at the land bid stage.

PORTFOLIO

We have further broadened our house-type

range to include one-bedroom and five-

bedroom homes in response to demand. The

one-bedroom units will improve our flexibility,

density and competitiveness in more suburban

locations, whilst the five bedroom units will

broaden our target customer demographic,

including home movers and downsizers.

QUALITY AND AFFORDABILITY

Our strategy continues to support our vision

of “Building Homes. Changing Lives” and our

mission of “Changing lives by building affordable,

quality homes, where they are needed, for the

people who need them most”.

Our commitment to quality and affordability

remains key to our operating model. We are

currently in a process of transition from our

previous customer service evaluation, provided

independently by In-House, to the NHBC/

HBF Survey, which will be published for all

housebuilders from March 2026. The transition is

a significant change for the team, moving from a

telephone survey (with naturally higher response

rates) to email and post, and capturing data

not only at eight weeks but also at nine months

following occupation. This additional data will

allow us to focus on key areas of improvement,

which will be supported by the organisational

changes and will focus attention on build

programmes and quality.

We are making good progress with the

transition, but this additional focus was at least

in part responsible for a slight but disappointing

dip in our recommend score for FY2025 from

five-star to four-star. Our performance under the

NHBC survey is improving fast. We anticipate our

initial published grading at four-star for the 2025

calendar year. Our scores are strengthening as

the year progresses and as the team becomes

more familiar with encouraging customers to

respond, and we are firmly focused on achieving

five-star for the 2026 calendar year.

Our homes remain highly affordable, with 78%

of the homes we sold in the year affordable to a

couple on the National Living Wage. The average

selling price of a Gleeson home at £193,600

is 34% lower than the average selling price of

new build homes in our geographic regions at

£295,000. Increases in the National Living Wage

also mean that affordability has improved at

the lower end of the market, and mortgage

payments as a percentage of take-home pay

remain low in the North of England and East

Midlands at 26.3% relative to the UK average

of 34.3%.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 13

Gleeson Land

Gleeson Land generated an operating profit of

£7.0m (2024: £2.2m) completing the sale of five

sites under planning promotion agreements,

with the potential to deliver 996 plots for housing

development. Two further sites were transacted

in the year, one land swap (206 plots) with a

joint venture provider, and the sale of an option

agreement on a site purchased in the year.

This result does not yet reflect the significant

progress being made in the business, with

more sites achieving planning consent during

the year and a significant increase in new site

promotion agreements secured, reflecting the

strengthened team, its strong market reputation

and its market leading use of analytics.

The division ended the year with a strong

portfolio, having eight sites consented or with

resolution to grant, which have the potential

to deliver 1,343 plots for housing development

(2024: seven sites, 1,473 plots), and a further ten

sites awaiting a planning decision or in appeal,

with the potential to deliver 2,864 plots for

housing development (2024: 11 sites, 3,045 plots).

Gleeson Land’s portfolio comprises 77 sites,

with the potential to deliver 18,401 plots, and 25

acres of commercial land (2024: 71 sites, 16,911

plots, 25 acres of commercial land). The majority

of these sites are held under promotion or

option agreements.

Gleeson Land – positioned for growth

The strengthened team under Guy Gusterson

has added further expertise in planning,

technical and land, and invested in developing

sector leading analytics capabilities. Combined

with our greater regional focus, this has allowed

us to review a greater number of sites and in

greater depth, giving us a better understanding

of the residential development potential, and

greater confidence of achieving planning

permissions.

In addition, we have doubled our site win

rates and increased our bid rates significantly.

As it can typically take nine months to

contractually secure a site, these improvements

are just beginning to be reflected in our

portfolio numbers.

The regional structure has allowed for closer

relationships with landowners and agents,

raising brand awareness and improving

customer satisfaction as shown in our recent

satisfaction survey, where we received a net

promoter score of 88.9% and a customer

satisfaction rating of 100%.

We expect FY2026 profitability to remain broadly

flat compared to FY2025, with significant growth

expected from FY2027.

Chimes Bank,

Wigton, Cumbria

MJ Gleeson plc Annual Report & Accounts 202514

Chief Executive’s Statement

CONTINUED

We have planning consent for the vast majority

of the plots expected to contribute to gross profit

during the current financial year although this

includes one site, representing circa 50% of those

plots, which is dependent on finalisation of a

technical solution within the period.

Current trading and outlook

Gleeson Homes open-market net reservation

rates have seen an improvement, in a stable

market, and in the 11 weeks to 12 September 2025

were 0.54 per site per week compared with 0.50

per site per week over the comparable period

last year, an increase of 8%. Cancellation rates

were 0.12 per site per week compared with 0.11

per site per week over the comparable period

last year.

The business has a strong pipeline, and our

growth plans are based on an ambitious

programme of site openings from land already

under control, with the pace constrained only

by a planning system that continues to be

under-resourced.

Since the year end we have signed two further

partnership transactions, with several further

opportunities in negotiation. We continue to

target circa 20% of home sales from partnership

sites, which will be supported in the medium

term by the continuing demand for PRS and

the Government’s recently announced funding

package for the affordable market.

The Board remains confident that, in delivering

its objective of selling 3,000 new homes per

annum, Group profitability could broadly triple

and the Company would resume its position as

the fastest growing listed housebuilder in the UK.

With a number of sites close to achieving

planning and others in sale processes, Gleeson

Land is well placed to deliver another robust

performance in FY2026 and is strongly

positioned for significant growth from FY2027.

The Group starts the new year with a stronger

forward order book and a stable sales rate in

Gleeson Homes and a strengthened portfolio in

Gleeson Land.

Graham Prothero

Chief Executive Officer

15 September 2025

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 15

Gleeson Homes

Results

Gleeson Homes completed the sale of 1,793

homes during the year (2024: 1,772), an increase

of 1.2% on the previous year. Of the homes sold,

205 were sold via private multi-unit agreements

(2024: 346).

Revenue increased by 5.8% to £348.2m (2024:

£329.0m) due to the increase in homes sold, land

sales of £1.2m (2024: £nil) and an increase in the

average selling price (ASP) of homes sold during

the year by 4.3% to £193,600 (2024: £185,700).

This increase was driven by a lower proportion of

sales under multi-unit agreements at lower ASP,

house type mix and higher underlying selling

prices which were up 0.6%, offset by changes in

mix of site locations.

Gross margin on homes sold decreased to 20.7%

(2024: 24.1%) reflecting the impact of build cost

inflation, the increased use of incentives to

secure sales, additional costs in respect of legacy

sites approaching closure and the cumulative

impact of other build costs increases and

extended site durations. Despite the increase

in the volume of homes sold and the increase

in average selling price, the decrease in gross

margin resulted in gross profit decreasing by

9.0% to £72.1m (2024: £79.2m).

Administrative expenses, which include sales

and marketing costs, increased by £0.8m to

£50.0m before exceptional items (2024: £49.2m),

driven by inflationary cost increases and further

investment in IT infrastructure and retail

space running costs. Other operating income

amounted to £0.1m (2024: £0.3m). Consequently,

operating profit before exceptional items

decreased by 26.4% to £22.3m (2024: £30.3m) and

operating margin decreased from 9.2% to 6.4%.

Homes sold

1,793

2024: 1,772

Average selling price

£193,600

2024: £185,700

Operating profit*

£22.3m

2024: £30.3m

Operating margin*

6.4%

2024: 9.2%

* Stated before exceptional items in 2025 of

£1.3m (2024: nil)

Cork, Meadow Walk,

Pontefract, West Yorkshire

MJ Gleeson plc Annual Report & Accounts 202516

Business Review

Pipeline – owned and

conditionally purchased plots

12,127

7,511

19,638

11,718

7,420

19,138

9,701

7,674

17,375

8,336

8,478

16,814

7,933

7,930

15,863

20252024202320222021

Conditionally purchased

Owned

Market demand

Gleeson Homes reservation rates improved

over the year, but are still below historic levels

as consumer confidence remains weak due

to sustained macroeconomic uncertainty.

Net reservation rates over the second half of

the financial year, excluding multi-unit sales,

averaged 0.64 per site per week, up 28% on the

previous year.

Interest rates peaked in the previous financial

year, with the latest reduction announced in

August 2025 to 4.0%. Whilst affordability has

improved, especially in the North and Midlands,

consumer confidence remains fragile. For the

medium and longer term, the critical need

for new housing in our regions, coupled with

good affordability and a structural undersupply,

means that there is a vast, underserved market

of customers. We also anticipate increasing

demand in partnerships, as the continuing

demand from private rental investment is

supplemented by renewed interest from the

Housing Associations from Spring 2026.

Partnership agreements

Our partnerships team spent the year actively

building our brand, forging strong partner

relationships and refining our house type

offerings to better serve the partnership market.

■ Qualified as a Homes England Investment

Partner, allowing us to receive funding under

the Affordable Homes Programme.

■ Developed our ‘Partnerships Toolkit’, a

suite of resources to support our services

to partners and ensure standardisation of

our partnership product, which will drive

efficiencies on these sites.

■ Established strong connections with a range

of partners, including registered providers

and single-family housing providers (SFH).

Sites

Gleeson Homes opened 13 new build sites during

the year and started the new financial year with

68 active build sites (2024: 79), of which 57 were

actively selling (2024: 62). Due to the continued

difficulties experienced with the planning

system, there have been delays in opening build

sites meaning that sales sites are now opening

later than expected. Our average active build

sites and sales sites were 76 and 63 respectively

(2024: 79 and 65 sites).

Gleeson Homes’ developments are located

across the North of England and Midlands, with

plans to continue expanding in existing regions.

The business expects to open between 20 and

30 build sites during the current financial year

and be building and selling on more sites by

30 June 2026.

Pipeline

The pipeline of owned and conditionally

purchased sites increased by 2.6% to 19,638

plots on 164 sites at 30 June 2025, representing

over ten years of sales (2024: 19,138 plots on 179

sites). Of the total plots, 7,511 plots are owned

(2024: 7,420 plots) and 12,127 plots have been

conditionally purchased subject to receiving

planning permission (2024: 11,718 plots).

During the year, 25 new sites were added to the

pipeline, whilst 24 sites were completed and 16

sites did not proceed to purchase.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 17

PORTFOLIO

TOTAL PLOTS

18,401

(2024: 16,911)

Freehold 1,200 plots

(2024: 484)

Promotion agreement

13,536 plots (2024: 11,610)

Held under option

3,665 plots (2024: 4,817)

TOTAL SITES

(2024: 71)

Consented 8 sites (2024: 7)

Awaiting planning decision

10 sites (2024: 11)

Allocated 5 sites (2024: 5)

Unallocated 54 sites (2024: 48)

Gleeson Land

Results

During the year, Gleeson Land completed seven

land transactions. Five sites with residential

planning permission for 996 plots (2024: four

sites, 520 plots) were sold under planning

promotion agreements. In addition, Gleeson

Land completed a land swap (206 plots) with a

collaborative partner in which the division took

100% control of one agreement in exchange for

relinquishing its interests in another agreement,

and completed the sale of an option agreement

for £1.0m on a site purchased in the year. The

five promotion agreement sites sold in the year

totalled 149 gross acres (2024: 85 acres).

As a result, revenue from land sales increased

to £17.6m (2024: £16.3m). Total gross profit for

the year was £11.1m (2024: £5.3m). Gross profit

is stated after increases to inventory provisions

of £0.5m during the year (2024: £3.3m increase)

which reflects the outcome of planning decisions

and our assessment of the planning prospects

for individual sites.

Overheads for the business increased to

£4.1m (2024: £3.1m) reflecting the continued

investment in executing the division’s growth

strategy. The increase in gross profit partly

offset by the increase in overheads resulted in

an operating profit for the division of £7.0m

(2024: £2.2m).

Following the changes to the National Planning

Policy Framework in December 2024, Gleeson

Land have identified a number of sites that will

come forward earlier than previously expected.

We enter the current year having sold one

site with a further ten sites awaiting planning

approval. We expect this trend to continue as the

Government commits to fixing the issues in the

planning system and the wider housing market.

Gleeson Land has prioritised investing in a high

quality, highly experienced and motivated team

to ensure we provide the best possible service

in the land promotion market. Regionalising

the business has allowed us to take a more

focused approach and utilise local expertise in

our selected regions. In addition, the continued

investment in our Research and Analytics team

has enabled the use of market leading data

analytics capabilities, enhancing the process

of analysing sites, winning bids and securing

planning permissions.

Plots sold

996 on 5 sites

2024: 520 on 4 sites

Gross profit

£11.1m

2024: £5.3m

Operating profit

£7.0m

2024: £2.2m

Hassocks,

West Sussex

MJ Gleeson plc Annual Report & Accounts 202518

Business Review

CONTINUED

Planning

This year, Gleeson Land submitted planning

applications on six sites with the potential to

deliver 925 plots (2024: four sites, 483 plots), and

achieved planning consent or resolution to grant

on seven sites (2024: five sites).

After the disappointment of the previous year

where we had planning permission refused on

six sites, including five that went to appeal, only

two sites were refused planning permission

during the year, with both of these sites

subsequently successfully appealed. This is

reflective of signs of improvement within the

planning system, however the continuing issue

with resources is still acting as a blocker to the

supply of consented land and new housing

developments.

We ended the year with ten sites awaiting a

decision on planning applications or in appeal

(2024: 11 sites). The business has a strong

immediate pipeline, with eight sites either with

planning permission or resolution to grant, with

the potential to deliver 1,343 plots for housing

development (2024: seven sites, 1,473 plots).

Portfolio

During the year, 13 high-quality new sites (2,732

plots) were added to the portfolio, secured under

planning promotion agreements.

At 30 June 2025, the business had a portfolio

totalling 77 sites (2024: 71 sites) with the potential

to deliver 18,401 plots (2024: 16,911 plots) plus

25 acres of commercial land (2024: 25 acres).

A significant proportion of the portfolio is held

under option and promotion agreements with

landowners, which means we benefit from

initial lower investment and mitigate the risks

associated with fluctuating land values.

The portfolio includes a variety of sites with

differing planning statuses, allowing for both

immediate and long-term growth opportunities.

We play a critical role in the housing supply

chain, essential for unlocking development

in areas where new homes are most needed.

Our planning approach centres on delivering

well-designed developments that not only

enrich communities and address local needs,

including affordable housing, but also provide

the significant benefit of green open spaces.

Having regionalised the business into three

distinct operating regions; Southern, Western

and Central, Gleeson Land has a more focused

approach and leverages local expertise to grow

share in its selected regions. The enhanced

bench-strength is enabling margin to be

maintained whilst growing volume, ultimately

improving returns year on year.

Award winning customer focus

We commissioned an independent expert,

In-house Research, to conduct a satisfaction

survey with our customers, including landowners

and land agents. We received a weighted

net promoter score of 88.9% and a customer

satisfaction rating of 100%. Tom Weston, Chief

Executive of In-house Research, commented:

“Achieving a 100% satisfaction rating

is a testament to the professionalism,

transparency, and client-focused approach

of Gleeson Land. In an industry where strong

relationships and trust are key, these results

demonstrate the high regard in which Gleeson

is held by its landowner and agent partners.”

Our aim is to embed a customer-centric culture

into everything we do. In our recent employee

engagement survey, 100% of our staff agreed

that “the company takes time to listen to our

customers’ needs” and “our customers are the

heart of our company”. As a team, we are laser-

focused on making sure that our customers

feel valued in all of our dealings with them and

we demonstrate the value that we bring as the

most reliable and professional land promoter in

the industry.

Laindon Road,

Billericay, Essex

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 19

Net additional dwellings

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

2024

Government target

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

New build completions

Other net additions

Source: Ministry for Housing, Communities and Local

Government

Link to strategy Link to risk

Rental stock by tenure –

North of England & Midlands (millions)

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

Rented privately or with a job or business

Rented from private Registered Providers

Rented from Local Authorities

Other Public Sector Dwellings

Source: Live tables on dwelling stock (including vacants)

by tenure and region to March 2024

The UK housing market has shown some signs of improvement during the year as interest rates

began to fall and the impact of the Government’s housing targets have started to take shape.

Reservation rates improved over the year, but are below historic levels as consumer confidence remains weak due to

sustained macroeconomic uncertainty. Planning reforms in December 2024 will ease some of the issues on housing

supply, but there remains uncertainty around long-term funding for affordable housing, and local authorities remain

woefully understaffed, meaning the risk around planning delivery is far from resolved.

Structural under-supply of new homes

The chronic under-supply of homes in the UK is not

new, but has been elevated in importance with the

current Government re-instating mandatory housing

targets. These targets had previously been made

advisory for local authorities leading to an obvious

reduction in housing delivery in many areas.

There are several factors contributing to the under-

supply of new homes:

1. Demand and affordability

2. Planning constraints

3. Availability of land

4. Cost and availability of materials and labour

5. Funding of local authorities and Registered

Providers

6. Attractiveness of buy-to-let for private investors, and

availability of funds

More homes are needed across all tenures, with affordable

and social housing particularly critical. However, delays

in agreeing funding for Registered Providers has further

stalled the provision in this sector, jeopardising the ability

to meet the targets within the timeframe set.

Supply of rental properties continues to fall below

demand, accompanied by increasing rent inflation,

with increases in average rents of 3% in the year. In the

North of England and Midlands, 4.2 million households

are renting, and there are 651,000 households on local

authority waiting lists. A further 1.7 million adults live

with their parents.

Impact

Net additional dwellings in 2024 were 221,000, 6% lower

than 2023. The Government target of 1.5 million homes

over their first term means that the annual target is

now over 370,000 per annum. These figures have not

been achieved since the 1970s, which were driven by

growth in local authority housing supply.

In the North of England and East Midlands, there remains

a shortage of affordable homes, with new build sales

representing only 6% of all homes sold below £200k. The

opportunity for home ownership remains squeezed by

the lack of supply. Whilst older terraced housing stock

makes up the vast majority of sales under £200k, the

quality of these homes tends to be poor in comparison to

new build and they are not as energy efficient, with only

16% of English houses EPC rated A or B in the year.

Opportunities

The structural under-supply of new homes represents

a vast underserved market of customers in our target

areas, with the need for new housing still critical.

There are further opportunities through partnerships

with both Registered Providers and the private rental

sector. As further funding becomes available, and

the Government pushes to meet housing targets,

we expect further opportunities for growth.

MJ Gleeson plc Annual Report & Accounts 202520

Market Review

Average 5-year fixed mortgage rates

Jun 14

Jun 24

Jun 23

Jun 22

Jun 21

Jun 20

Jun 18

Jun 17

Jun 16

Jun 15

Jun 25

Jun 19

Source: Bank of England

95% LTV

75% LTV

Wage growth and inflation

202520242018 20202019 202320222021

56%

41%

39%

29%

25%

National Living Wage

RPI

Average Earnings

CPI

House Price Inflation

Source: EARN01 – Monthly Wages and Salary Survey,

Construction Building Materials Tables, ONS indices of

inflation

Mortgage costs as a percentage of take

home pay for first time buyers

202520151985 20051995

10%

20%

30%

40%

50%

60%

70%

80%

Source: Nationwide affordability indicators

North of England & East Midlands

Rest of England

London

Average North of England

Link to strategy Link to risk

Key – Risks

Economic environment

Land availability

Government policy,

regulations and planning

Build costs and

availability

Build quality, sales

and customer service

People

Cyber and IT systems

Health and safety

Financial

environment and

control

Climate risk

Sustainability

Key – Strategic priorities

Sustainable growth

Build quality

Affordability

Land sourcing

Climate change

People, wellbeing,

health and safety

Highly affordable but demand remains soft

Demand for UK housing is driven by a number of factors,

including interest rates, mortgage rates, mortgage

availability, house prices, employment prospects and

consumer confidence.

■ Interest rates have reduced, with the base rate

reducing from 5.25% at the beginning of the year to

4.00% currently.

■ Mortgage rates track interest swap rates driven

by market expectations of future interest rate

movements, with the average rate for a fixed five

year 95% loan-to-value (LTV) mortgage now standing

at 4.93% compared to 5.47% in June 2024. Mortgage

rates impact on affordability and demand.

■ Mortgage availability is currently good, with a range of

products available to customers. Low deposit and zero

deposit mortgages have also made a return.

■ Lending criteria – the Bank of England recently

recommended that lenders should be given more

flexibility over lending to people on a higher loan to

income ratio. Allowing that proportion to rise could

see an additional 36,000 higher loan-to-income

mortgages a year, assisting first-time buyers who are

struggling to save for a deposit.

■ The National Living Wage, which increased in the

year by 6.7%, and real wage growth, mean that

affordability has improved at the lower end of the

market, which offers opportunities for growth as buyer

confidence returns.

Impact

Gleeson Homes net reservation rates have improved

from last year with an average rate of 0.71 net reservations

per site per week compared to 0.52 last year. In order to

stimulate growth and maintain sales rates, we have had

to maintain the incentives offered to customers through

the use of discounts, extras and pre-plot improvements.

Sales have also been made through alternative channels

such as multi-unit and investor deals.

Opportunities

Our position in the market, both in terms of price point

and geographical location in the North of England and

Midlands, where mortgage costs as a percentage of pay

remain low relative to the rest of England, means that we

will continue to appeal to a range of buyers. We expect

demand to grow as confidence returns to the market.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 21

Residential planning approvals – England

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q1 2025

2,500

3,000

3,500

4,000

4,500

5,000

5,500

Q1 2024

Q1 2023

Q1 2022

Q1 2021

Q1 2020

Q1 2019

Q1 2018

Q1 2017

Q1 2016

Source: Ministry for Housing, Communities and Local

Government

Units

Projects

Major planning applications granted – England

200

400

600

800

1,000

1,200

1,400

1,600

1,800

% of applications

Q1 2025

Q1 2024

Q1 2023

Q1 2022

Q1 2021

Q1 2020

Q1 2019

Q1 2018

Q1 2017

Q1 2016

Source: Ministry for Housing, Communities and Local

Government

Link to strategy Link to risk

Planning system hurdles

Planning and land availability are key factors affecting

the supply of housing in the UK. Planning has faced

increasing complexity over recent years, with the

introduction of nutrient neutrality, biodiversity net

gain and Habitat Regulations. In addition to this, staff

shortages in local authorities, high staff turnover and lack

of formal training further stalls the planning process.

In December 2024, the Government made changes to

the National Planning Policy Framework (NPPF) which

included the following:

■ Mandatory housing targets

■ Updated methods of calculation of housing targets

■ Presumption in favour of brownfield development,

and promoting greater densities in urban centres

■ Identification of ‘greybelt’ where insufficient land is

available in the local plan

■ Any land released from green belt to deliver 50%

affordable homes, increase access to green spaces

and the necessary infrastructure in place, such as

schools and GP surgeries.

Planning in England is influenced by the local plan

for each area, which sets out the number of houses

needed and allocates land to meet these targets.

Where there is insufficient land allocated, other viable

land can be proposed by developers, landowners or

promoters and progressed through the planning

process.

Returning to a ‘plan led’ system with a presumption

in favour of development for local authorities failing

to meet their mandatory housing targets is essential

to a well functioning planning environment. Too

often local authorities are able to reject applications

even where these come with planning officer

recommendation. Greater accountability is needed to

prevent wasteful use of local authority resources and

costs where planning applications are forced to appeal

unnecessarily.

Impact

The changes announced to the NPPF are welcomed

and are expected to ease some of the difficulties

in the planning process. It will take some time to

see the impact of these changes, and some of the

constraints in planning, such as the lack of resources

in local authority planning departments and backlog

of applications continue to be experienced. Land for

development continues to be available and land prices

have remained sensible.

Opportunities

Gleeson Homes and Gleeson Land both have strong

pipelines of land across a number of local authorities

and have an excellent track record of progressing

planning applications, including via appeal. Whilst

Gleeson Land has been the first to see the benefit of

the planning regulation changes, including securing

and selling the first ‘greybelt’ site in England, Gleeson

Homes are expecting improvements to follow. Our

teams in both Gleeson Land and Gleeson Homes are

progressing a backlog of applications, and targeting

sites where planning can be progressed in a shorter

time period. Gleeson Land has a significant proportion

of its portfolio already targeted for submission in the

next six months, and has taken on additional resource

to support this delivery.

MJ Gleeson plc Annual Report & Accounts 202522

Market Review

CONTINUED

Annual build cost inflation

-3%

-1%

11%

13%

15%

17%

Q2 2018

Q4 2018

Q2 2019

Q4 2019

Q2 2020

Q4 2020

Q2 2021

Q4 2021

Q2 2022

Q4 2022

Q2 2023

Q4 2023

Q2 2024

Q4 2024

Q2 2025

Q4 2025

Source: BCIS

Private Housing Construction Price

All-in Tender Price Index (TPI)

Wages in construction (3m av.) year-on-year (%)

-5%

10%

15%

2025 Q12024 Q12023 Q12022 Q12020 Q1 2021 Q1

Source: ONS – AWE: Construction Index

Link to strategy Link to risk

Key – Strategic priorities

Sustainable growth

Build quality

Affordability

Land sourcing

Climate change

People, wellbeing,

health and safety

Key – Risks

Economic environment

Land availability

Government policy,

regulations and planning

Build costs and

availability

Build quality, sales

and customer service

People

Cyber and IT systems

Health and safety

Financial

environment and

control

Climate risk

Sustainability

Supply chain

In addition to land, the main factors impacting on

margin and build rates are the availability and pricing of

materials and labour.

Construction materials inflation is dependent upon

the type of materials used. In housebuilding this is

influenced by the cost of bricks, blocks, concrete and

cement as the main contributors to plot build. This has

led to price increases in housebuilding being above the

wider construction industry rates. Whilst material price

increases have eased compared to the highs seen post

pandemic, some inflationary pressures remain, with

increases above the Consumer Prices Index (CPI).

Availability of materials continues to be good, although

there is a risk that as build volumes rise again in line

with growing demand and government policy, this

could increase pressure on the supply chain, driving up

prices and impacting margin. Labour availability also

continues to be an issue as skilled labour becomes less

available, particularly in certain less accessible regions,

driving increases in labour costs.

The Construction Industry Training Board (CITB) has

highlighted a continuing persistent gap between

demand and the availability of the workforce to meet

the housing need. The CITB estimates that over 250,000

extra construction workers will be required by 2028

to meet demand. In 2023, the construction industry

welcomed 200,000 new workers, but lost more than

210,000. Particular challenges arise where older workers

are retiring and not being replaced.

Impact

Our average plot build costs increased in the year,

with an increase of 2.7%. This was due largely due to

increases in subcontractor costs.

We also experienced further costs to complete issues

arising from legacy site issues which, when combined

with flat selling prices and the continued use of

sales incentives and multi-unit transactions, led to a

deterioration in margin. In addition, the slower build

rate as a result of subdued demand increased plot

costs once preliminary costs are factored in. These

issues have been persistent, but have been the focus of

Project Transform.

Opportunities

Whilst there is a risk that material and subcontractor

prices could rise as demand and volume grows, we

expect this to be matched by an increase in selling

prices that would mitigate cost increases. We are

mindful of the wider impact of potential future labour

shortages and are helping to address this through our

apprenticeship strategy.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 23

OUR OPERATING MODELKEY INPUTS

FINANCIAL CAPITAL

We have a robust capital

model with high levels of

liquidity to invest and grow

the business.

LAND

We buy land where homes

can be sold at affordable

prices and often in areas in

need of regeneration where

other housebuilders do not

want to build.

BUILDING MATERIALS

We look to sustainably source

materials from reputable

suppliers. We select materials

with lower levels of embodied

carbon where possible.

OUR PEOPLE

Our people are key to

achieving the mission and

vision of our business and

share our core values.

LOCAL AUTHORITY

RELATIONSHIPS

We build relationships

with local authorities and

share our vision of building

affordable homes for the

people who need them most.

SUPPLY CHAIN

We partner with our supply

chain and use reputable

suppliers and subcontractors

that are local to our sites

where possible.

PARTNERS

Our partners provide

additional funding at

an earlier stage and

guaranteed forward sales on

partnership sites.

Our Distinct

Advantages –

Gleeson Homes Gleeson Land

Affordability Agility

Data analytics

and research

Affordability for customers is our key

driver, and all of our developments are

designed with affordability in mind, with a

commitment to ensure that a substantial

proportion of homes are affordable to a

couple on the National Living Wage.

Our model is designed with the optimal number

of operating regions to to both deliver growth and

ensure that we balance regional presence against

overhead costs. Our flexible model incorporating

partnerships and multi-unit investors and our

strong land bank allows us to flex our approach to

market conditions to remain profitable and cash

generative.

Our investment in data analytics

and research, along with a highly

experienced team, is yielding

results, allowing us to secure the

best sites to bring forward, and

improving our bid and win rates

and planning success.

Gleeson Homes

Acquires land on which to build high-quality, affordable homes

in the North of England and Midlands. The division requires

capital investment in land and work in progress.

LAND ACQUISITION AND PLANNING

We acquire land, often in brownfield areas or areas in need of

regeneration. We transform these into places for people to live and

enjoy. We have clearly defined gateway processes to ensure we

buy land in the right areas and at the right price. This is essential to

keeping our homes affordable.

We plan our developments to transform sites into attractive and

sustainable communities. We work with local authorities, local

residents, community groups and other stakeholders to achieve an

implementable planning permission that is sympathetic to local needs.

DESIGNING HOMES

Our homes are designed to the latest planning and building

regulations.

We regularly review the specification of our homes to ensure they

meet our customers’ needs and remain highly energy-efficient to

help lower their bills.

BUILD

Our health and safety procedures are designed to ensure everyone

connected to our sites remains safe and free from harm.

We are reducing carbon emissions in our build activities and supply

chain and working to reduce our impact on the environment

including through waste reduction and recycling.

SALES AND CUSTOMER EXPERIENCE

We have a strong focus on quality and strive to provide a five-star

customer experience and ensure this commitment to quality

extends throughout the customer journey.

OUTCOME

We enable people to escape from housing poverty by getting

them into home ownership, bringing financial benefits and wealth

creation from owning their own home.

We sell high-quality, affordable homes to first-time buyers or young

families as well as home movers and downsizers who can benefit

from our lower price points.

Middlestone Meadows,

Spennymoor, County Durham

MJ Gleeson plc Annual Report & Accounts 202524

Our Business Model

OUR OPERATING MODEL

VALUE FOR

STAKEHOLDERS

CUSTOMERS

We help our customers achieve

long-term value creation,

security and wellbeing through

home ownership and provide

high-quality housing for rent

through carefully selected

partners.

SHAREHOLDERS

We generate sustainable

value and returns for our

shareholders.

OUR PEOPLE

We invest in our people,

develop their skills and reward

them appropriately.

SUPPLIERS AND

SUBCONTRACTORS

We create long-term

relationships with our suppliers

and subcontractors. We pay

them fairly and on time.

COMMUNITIES

We regenerate land, often

in deprived areas, leaving

a positive legacy for the

communities who need it

the most.

GOVERNMENT AND

LOCAL AUTHORITIES

We consult with government,

local authorities and industry

bodies to ensure we remain

fully compliant and they

understand the impact of

policies on house building.

BANKS

We maintain strong

relationships with our banks

and ensure that we comply

at all times with covenants

and the requirements of the

facilities they provide.

PARTNERS

We work with partners to

deliver Gleeson design, quality

and price to a wider market of

customers.

Our Distinct

Advantages –

Gleeson Homes Gleeson Land

Affordability Agility

Data analytics

and research

Affordability for customers is our key

driver, and all of our developments are

designed with affordability in mind, with a

commitment to ensure that a substantial

proportion of homes are affordable to a

couple on the National Living Wage.

Our model is designed with the optimal number

of operating regions to to both deliver growth and

ensure that we balance regional presence against

overhead costs. Our flexible model incorporating

partnerships and multi-unit investors and our

strong land bank allows us to flex our approach to

market conditions to remain profitable and cash

generative.

Our investment in data analytics

and research, along with a highly

experienced team, is yielding

results, allowing us to secure the

best sites to bring forward, and

improving our bid and win rates

and planning success.

Gleeson Land

Promotes land in attractive areas predominantly in the South

of England where there is a strong housing need. The division

requires lower levels of working capital and is cash generative.

NEW SITES

We use land agents and in-house research and analytics capabilities

to identify and carefully select new land opportunities. We enter into

agreements with landowners to promote their land through the

planning process.

PROMOTION

We engage with local authorities, residents, communities,

stakeholder groups and statutory consultees to promote

land for sustainable housing development whilst balancing

stakeholder needs.

PLANNING AND TECHNICAL

We have in-house planning capabilities and work closely with

specialist consultants to secure attractive and sustainable planning

consents in areas of housing need. We have in-house technical

expertise to ensure that our sites are delivered with readily

implementable planning permission. In doing so, we provide

developers with an “oven-ready” site for them to start on.

SALES PROCESS

As one of the UK’s largest land promoters, we have strong

relationships with a wide range of housebuilders. We bring high-

quality consented land to the market and look to achieve best value

for our landowners.

OUTCOME

We supply high-quality land that has the benefit of planning

permission to other housebuilders, fulfilling a key need in the supply

chain for the delivery of much needed new homes.

Ivy, Sands Reach,

Withernsea, East Yorkshire

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 25

One year on from Gleeson Homes launching its partnerships brand, Gleeson’s Partnerships

team has made great strides in laying the foundations for long-term success. Our focus has

been on strengthening key relationships, building our brand, and developing a comprehensive

Partnerships Toolkit to support our growing pipeline of future projects.

■ Investment partner status Gleeson qualified as

a Homes England Investment Partner, allowing

us to receive funding under the Affordable Homes

Programme, if desired. We also revised our bid

submission process for Homes England land

opportunities, and were successful in exchanging

on our first development following a competitive

tender process. The site is located at Harras Moor,

Whitehaven, and will be brought forward as a

partnership development.

■ Partnerships toolkit We have developed a suite

of resources to support our services to partners

and ensure standardisation of our partnership

product, which will drive efficiencies on these sites.

This includes detailed documentation on house

types and specification options tailored to the

needs of both single-family and affordable housing

providers. New house types have been introduced

to the range, developed in collaboration with our

key partners, to ensure we meet their needs, and

the communities in which we develop.

■ Relationship building We have established strong

connections with a range of partners, including

registered providers and single-family housing

providers. We have held regional partner open days

in four of our regions as a showcase for our high-

quality product and cooperative approach, helping

to build trust and alignment with our mission.

Initial momentum was slower than anticipated due

to sector-wide uncertainty around Homes England

funding. Although the Autumn 2024 Budget

announcement of an additional £500 million in

affordable housing grants, followed by a further

£300 million in early 2025, was welcomed, uncertainty

around the timing and scale of future government

funding continued to dampen demand into the first

half of 2025.

Despite these challenges, Gleeson has seen strong

interest from potential partners, particularly in high-

demand locations close to larger cities and regional

hubs. However, this location-specific appetite has

placed pressure on our short-term goal of delivering

one site per region.

Gleeson welcomed the Government's announcement

in June 2025 confirming a £39bn Affordable Homes

Programme over 10 years from 2026-36, as well as

the details on rent settlement, and a consultation on

rent convergence. Encouragingly, this commitment

to increase affordable housing funding has already

led to a noticeable uplift in partner engagement, and

we anticipate an increase in deals across all regions

in the months ahead. Registered Providers are now

able to firm up their strategies with more long-term

funding certainty, which should, in turn, benefit our

Partnerships strategy in the medium to longer term.

GLEESON HOMES TRADITIONAL

OPEN MARKET DEVELOPMENT

GLEESON PARTNERSHIP

DEVELOPMENT

Site size (plots)

50-200 100-900

Annual sales (homes)

30-50 50-80

Proportion forward sold

to Partner

None 30%-50%

Site cash profile

Gleeson funds land and build cost Partner finances/part-finances land and build cost

Sales risk

Open market Mix of forward sold to partner and open market

Gross margin

25%-35% 15%-30%

Return on capital employed

20%-30% 35%-45%

MJ Gleeson plc Annual Report & Accounts 202526

Gleeson Homes:

Growing our partnerships brand

CASE STUDY

Bluebell Court,

Lockwood Road,

Goldthorpe

Gleeson is pleased to confirm the successful

completion of a second deal with Lloyds Living

(formerly Citra Living), a leading provider of high-

quality rental and shared ownership homes

operating under Lloyds Banking Group.

Following our initial transaction at Wood Hall

Chase, Bradford in August 2024, Lloyds Living

has acquired 80 homes at our Bluebell Court

development in Goldthorpe, Rotherham. Both

organisations have a strong strategic commitment

to delivering high-quality, affordable and

sustainable homes for local communities.

In total, the Bluebell Court development will

deliver 125 new homes, comprising a mix of two,

three, and four-bedroom properties. All homes are

NDSS/M42 compliant and include air source heat

pump (ASHP) technology as standard, reflecting

our modern, sustainable and future-focused

housing solutions.

Our relationship with Lloyds Living, a respected

leader in the Build to Rent sector, continues to

grow, underpinned by our mutual values and

dedication to addressing the UK’s affordable

housing challenge. We look forward to building

on this momentum and working together on

future projects.

The need for affordable housing remains critical.

It is estimated that 187,000 affordable homes

are required annually, yet only 62,000 were

delivered in the 12 months to March 2024. At

the same time, affordability challenges in the

private market are driving more people towards

the private rental sector. Research projects an

increase of 800,000 to one million.

Activity to date

■ Actively progressed discussion on 14 sites at

30 June 2025, of which three have exchanged

contracts, with the potential to deliver

c2,900 plots.

■ Currently working with six key partners.

■ Of our land bids, one-fifth are partnership

bids, aligning with our medium-term

ambition to deliver 20% of sites through

partnerships.

■ Five partnership deals signed and with

development in progress as at 30 June 2025.

The advantages of partnership deals

Under a partnership agreement, we enter into

a contractually secure agreement with a third

party. There are a number of advantages to this:

■ Funding is secured in advance of sales,

typically before we are required to have spent

a significant amount on site, or even earlier

on land purchase.

■ This enables us to secure larger sites, which

are more efficient to develop due to the

leveraging of operating, marketing and sales

synergies, economies of scale and longer

term certainty to subcontractors.

■ The risks arising from sales uncertainty in

volumes and pricing are removed.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 27

Land promotion – vital in meeting

housing needs

Land promoters work with landowners and land agents to

help realise development potential. They identify suitable

land, progress the site through the complex planning system

using their expert knowledge, and identify developers to

secure a sale.

This benefits the landowner by enabling them to earn more

value from their land, allows planning to progress more

quickly as they are working with experienced planning

professionals, and helps developers, who acquire land with

the benefit of planning, removing the risks arising from

planning uncertainty. Capital requirements are relatively

modest for the promoter as land is not purchased outright,

and costs are typically recoverable on successful promotion.

The housing crisis in the UK is at the forefront of the land

promotion sector’s focus. Gleeson Land identifies, promotes

and secures planning for development on land in high-

demand, low-supply areas, creating opportunities for

housebuilders and housing associations to increase housing

volumes faster and more efficiently.

A £200 million a year market

Research from Savills shows that the market for land

promotion in Gleeson Land’s operating regions in the South

and Central England is currently worth around £200m per

annum in fee income. Developers spend around £7.5 billion

a year on land, with promoters delivering around 22% by

volume of consented plots. The level of promotion fees vary

by site.

As the volume of housing delivery increases in response to

Government commitments, the supply of consented land will

also need to increase. This will naturally increase the value of

the promotion market, but also with the opportunity to grow

market share as housebuilders look to source more land from

promoters to supplement their own pipeline.

Laindon Road,

Billericay, Essex

The role of Land Promoters

Satisfying the needs of residential land market stakeholders

Land owners Land agents Developers Planning

authorities

to help realise

development

potential and drive

efficiency

Developer land spend in the

South of England

£7.5 billion a year

MJ Gleeson plc Annual Report & Accounts 202528

Gleeson Land:

Becoming the preeminent land promoter

A professionalising industry

The land promotion market remained relatively

immature following a period of growth post the

implementation of the original National Planning

Policy Framework (NPPF) in 2012. This saw a rapid

increase in the number of promoters entering the

market, but many soon discovered that the costs and

time it takes to secure planning can, without sufficient

resources, be challenging.

There are currently around five to six large land

promoters in England, including Gleeson Land.

However, a number of the other large land promoters

are owned by major housebuilders or housing

associations. As a result, their interests are inherently

not aligned to those of a landowner – a housebuilder or

housing association wants to secure land at the lowest

possible price for their own supply. Gleeson Land is

one of the only ‘pure’ land promoters whose aim is to

achieve the best value for landowners. We bring sites

to market and engage with a wide range of bidders to

maximise the value for our landowners.

As the market develops, we expect there will be

further rationalisation of the land promotion market

through consolidation and ‘natural selection’. It will be

increasingly dominated by the few professional service

organisations, like Gleeson Land, with the resources

to operate at scale. Landowners and land agents will

want the security that a business like Gleeson Land

brings to achieving best value for their land alongside

outstanding customer service.

Advantages of using a land promoter

Landowner

■ Brings expertise that more successfully navigates

the compolex planning saystem to deliver a more

predictable and valuieable outcome

■ Maximises the value of their asset through a

competitive sale process.

■ Receives a premium – the landowner secures an

upfront fee on entering into a promotion agreement.

■ No landowner capital required – all costs are borne

by the land promoter and only recovered from

sale proceeds.

Housebuilder

■ Reduces risk – buying consented land from a land

promoter avoids the risks and costs of securing

planning themselves.

■ ‘Oven-ready site’ – the housebuilder secures a site

that is quickly ready to start building on with any

technical issues having been resolved.

■ Accelerate growth – growing a land pipeline

and securing planning takes many years. A

housebuilder wanting to grow rapidly can

supplement their own pipeline with consented land

from a promoter in prime locations.

Unlocking value in land

There are two main value milestones in land

promotion. The first, entering into a promotion

agreement with a land promoter, increases the value

of the land as it has been assessed as having merit

for planning and development, with the addition of a

promoter realising that value. The second is the grant

of planning permission, which significantly increases

value towards the market rate for consented land.

A ‘pure’ promoter like Gleeson Land will then run a

competitive sale process to achieve the maximum

value for the landowner on sale.

Strengthened team

Gleeson Land has invested in a high-quality, highly

motivated team, recruiting in its land, planning and

technical disciplines to ensure that we have the

best people. The appointment of Guy Gusterson

as company Managing Director in 2022 brought in

an ambitious growth strategy and rapid expansion

of operations.

Having regionalised the business, Gleeson Land

has a more focused approach and leverages local

expertise in order to grow share in its selected regions.

The enhanced bench-strength is enabling margin

to be maintained whilst growing volume, ultimately

improving returns year on year.

Market leading data analytics

Gleeson Land uses market leading data analytics

capabilities throughout the promotion journey, from

the analysis of potential sites, to winning bids and

securing planning permissions.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 29

Our strategy incorporates the Group’s objective for sustainable growth, together with the

environmental, social and governance priorities that are most important to the Group.

STRATEGIC

PRIORITIES OBJECTIVES TARGET

PROGRESS IN 2025 FUTURE ACTIONS TO MEET TARGET SUSTAINABILITY

Sustainable

growth

Link to SDGs

Gleeson Homes

Increase the number of new homes built and

extend our geographical and customer reach.

Gleeson Homes

To reach 3,000 homes per year over the

medium term.

Gleeson Homes

We increased our sales volume from the previous

year despite challenging market conditions. We have

been in discussions with a number of high-quality

potential partners to extend our reach to a wider

market. We signed four partnership agreements in

the year, with further deals in the pipeline.

Gleeson Homes

We will continue to grow our site pipeline and

increase active build sites, whilst working with

partners to secure future sales.

Gleeson Land

Build the portfolio of sites with planning

permission to generate stable growth and

returns.

Gleeson Land

To obtain more planning permissions in each

financial year than sites sold.

Link to KPI

Gleeson Land

We obtained planning permission on seven sites and

completed transactions on seven sites during the

year. Our pipeline continues to grow with improved

bid and win rates, and with 13 high-quality new sites

added this year to support future profit delivery.

Gleeson Land

The increase in sites secured in the year will drive

growth and stabilise returns with the majority of sites

being immediate applications. We will continue to

progress sites through the planning system in order

to stabilise returns.

Build quality

Link to SDGs

Gleeson Homes

Build high-quality, energy-efficient homes to

the specification that our customers require.

Gleeson Homes

To be a five-star housebuilder in all of our regions.

Link to KPI

Gleeson Homes

Disappointingly, we lost our five-star status with a

customer recommend score of 89.3% (2024: 95.3%),

the equivalent of the Home Builders Federation four-

star rating.

Gleeson Homes

We will take action to regain our five-star customer

recommend score across all regions, and will make

further improvements to our build quality score. See

further actions on page 82.

Affordability

Link to SDGs

Gleeson Homes

Keep our homes affordable through buying

land in the best locations, managing build

costs, sourcing responsibly and building

efficiently, utilising local suppliers and

subcontractors where possible.

Gleeson Homes

To ensure a couple on the National Living Wage can

afford a home on any one of our developments.

Link to KPI

Gleeson Homes

A couple working full time on the National Living

Wage are able to buy a home on 100% of our active

sales sites.

We also have a number of schemes in place to give

customers affordable options to buy our homes.

Gleeson Homes

We remain committed to building high-quality

homes that are affordable to a couple on the

National Living Wage in areas most at need of

regeneration.

Our work with carefully selected investors and

partners allows access to safe affordable housing for

those who cannot buy outright.

Land sourcing

Link to SDGs

Gleeson Homes

Sustainably grow our land pipeline, sourcing

land in areas that are in need of regeneration

where homes can be built for sale at low cost.

Gleeson Homes

To acquire sufficient quality sites to support the

growth plans of the business.

Gleeson Homes

The average cost per plot of land acquired in the year

was below 15% of expected selling price and seven

out of ten sites in the land pipeline were brownfield

or in areas of deprivation.

Gleeson Homes

Our land buying policy continues to require land

to be purchased according to these strict criteria in

order to ensure our homes remain affordable.

Gleeson Land

Secure high-quality new sites that are well

located and can deliver attractive sites

with planning consent for sustainable

development.

Gleeson Land

To secure more new sites each financial year than

sites sold.

Link to KPI

Gleeson Land

We secured 13 sites in the year and sold five sites,

with two further transactions relating to a land swap

and the sale of an option agreement.

Gleeson Land

Our investment in the team, regionalisation of the

business, enhanced Research and Analytics, and

more robust site due diligence has enabled us to

increase and improve the quality of sites we secure.

Climate change

Link to SDGs

Protect the environment and reduce carbon

emissions for the homes that we build

and sell.

To achieve Science Based Targets validation by

June 2025 for near-term and net-zero targets and to

deliver against these targets.

Link to KPI

We have achieved Science Based Targets validation

in the year.

We obtained assurance over our greenhouse gas

(GHG) baseline emissions across scopes 1, 2 and 3

and have completed detailed modelling to show the

pathway to achieving our submitted targets.

We will continue to drive the changes needed to

achieve our targets through implementation of new

materials, building methods and technologies and

through engagement with our supply chain.

People, well-

being, health

and safety

Link to SDGs

Ensure everyone who is involved with, or

affected by, our business remains free from

harm and returns home safe every day.

Attract, retain and develop employees who

share our values, culture and objectives.

To maintain our health and safety accident rate

(“AIIR”) at lower than the industry average.

To maintain our employee engagement score in

the upper quartile of all surveyed companies.

Link to KPI

Our AIIR for the year was 240 (2024: 166) and was

above the three year industry average of 220.

In our latest employee survey we had an

engagement score of 84% (2024: 85%), which

maintains our position in the top quartile of all

companies surveyed.

Safety remains our number one priority. We have

now fully implemented a new Safety, Health and

Environment software platform that is used to

monitor risk areas and determine where training and

additional actions should be focused. See further

actions on page 82.

We will continue to take positive action in response

to our people survey to attract and retain the best

talent. More actions can be found on page 82.

MJ Gleeson plc Annual Report & Accounts 202530

Our Business Strategy

Key – Sustainability

People

Communities

Environment

Key – KPIs

Health and safety

Customer

recommendation score

First-time buyers

Employee engagement

e (scope 1 and 2)

e (scope 3)

Group profit before tax

Cash and cash equivalents

net of borrowings

Total dividend

Return on capital employed

Gleeson Homes – Homes sold

Gleeson Homes – Land pipeline

Gleeson Homes – Build sites

Gleeson Homes – Average

selling price

Gleeson Land – Portfolio

STRATEGIC

PRIORITIES OBJECTIVES TARGET

PROGRESS IN 2025 FUTURE ACTIONS TO MEET TARGET SUSTAINABILITY

Sustainable

growth

Link to SDGs

Gleeson Homes

Increase the number of new homes built and

extend our geographical and customer reach.

Gleeson Homes

To reach 3,000 homes per year over the

medium term.

Gleeson Homes

We increased our sales volume from the previous

year despite challenging market conditions. We have

been in discussions with a number of high-quality

potential partners to extend our reach to a wider

market. We signed four partnership agreements in

the year, with further deals in the pipeline.

Gleeson Homes

We will continue to grow our site pipeline and

increase active build sites, whilst working with

partners to secure future sales.

Gleeson Land

Build the portfolio of sites with planning

permission to generate stable growth and

returns.

Gleeson Land

To obtain more planning permissions in each

financial year than sites sold.

Link to KPI

Gleeson Land

We obtained planning permission on seven sites and

completed transactions on seven sites during the

year. Our pipeline continues to grow with improved

bid and win rates, and with 13 high-quality new sites

added this year to support future profit delivery.

Gleeson Land

The increase in sites secured in the year will drive

growth and stabilise returns with the majority of sites

being immediate applications. We will continue to

progress sites through the planning system in order

to stabilise returns.

Build quality

Link to SDGs

Gleeson Homes

Build high-quality, energy-efficient homes to

the specification that our customers require.

Gleeson Homes

To be a five-star housebuilder in all of our regions.

Link to KPI

Gleeson Homes

Disappointingly, we lost our five-star status with a

customer recommend score of 89.3% (2024: 95.3%),

the equivalent of the Home Builders Federation four-

star rating.

Gleeson Homes

We will take action to regain our five-star customer

recommend score across all regions, and will make

further improvements to our build quality score. See

further actions on page 82.

Affordability

Link to SDGs

Gleeson Homes

Keep our homes affordable through buying

land in the best locations, managing build

costs, sourcing responsibly and building

efficiently, utilising local suppliers and

subcontractors where possible.

Gleeson Homes

To ensure a couple on the National Living Wage can

afford a home on any one of our developments.

Link to KPI

Gleeson Homes

A couple working full time on the National Living

Wage are able to buy a home on 100% of our active

sales sites.

We also have a number of schemes in place to give

customers affordable options to buy our homes.

Gleeson Homes

We remain committed to building high-quality

homes that are affordable to a couple on the

National Living Wage in areas most at need of

regeneration.

Our work with carefully selected investors and

partners allows access to safe affordable housing for

those who cannot buy outright.

Land sourcing

Link to SDGs

Gleeson Homes

Sustainably grow our land pipeline, sourcing

land in areas that are in need of regeneration

where homes can be built for sale at low cost.

Gleeson Homes

To acquire sufficient quality sites to support the

growth plans of the business.

Gleeson Homes

The average cost per plot of land acquired in the year

was below 15% of expected selling price and seven

out of ten sites in the land pipeline were brownfield

or in areas of deprivation.

Gleeson Homes

Our land buying policy continues to require land

to be purchased according to these strict criteria in

order to ensure our homes remain affordable.

Gleeson Land

Secure high-quality new sites that are well

located and can deliver attractive sites

with planning consent for sustainable

development.

Gleeson Land

To secure more new sites each financial year than

sites sold.

Link to KPI

Gleeson Land

We secured 13 sites in the year and sold five sites,

with two further transactions relating to a land swap

and the sale of an option agreement.

Gleeson Land

Our investment in the team, regionalisation of the

business, enhanced Research and Analytics, and

more robust site due diligence has enabled us to

increase and improve the quality of sites we secure.

Climate change

Link to SDGs

Protect the environment and reduce carbon

emissions for the homes that we build

and sell.

To achieve Science Based Targets validation by

June 2025 for near-term and net-zero targets and to

deliver against these targets.

Link to KPI

We have achieved Science Based Targets validation

in the year.

We obtained assurance over our greenhouse gas

(GHG) baseline emissions across scopes 1, 2 and 3

and have completed detailed modelling to show the

pathway to achieving our submitted targets.

We will continue to drive the changes needed to

achieve our targets through implementation of new

materials, building methods and technologies and

through engagement with our supply chain.

People, well-

being, health

and safety

Link to SDGs

Ensure everyone who is involved with, or

affected by, our business remains free from

harm and returns home safe every day.

Attract, retain and develop employees who

share our values, culture and objectives.

To maintain our health and safety accident rate

(“AIIR”) at lower than the industry average.

To maintain our employee engagement score in

the upper quartile of all surveyed companies.

Link to KPI

Our AIIR for the year was 240 (2024: 166) and was

above the three year industry average of 220.

In our latest employee survey we had an

engagement score of 84% (2024: 85%), which

maintains our position in the top quartile of all

companies surveyed.

Safety remains our number one priority. We have

now fully implemented a new Safety, Health and

Environment software platform that is used to

monitor risk areas and determine where training and

additional actions should be focused. See further

actions on page 82.

We will continue to take positive action in response

to our people survey to attract and retain the best

talent. More actions can be found on page 82.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 31

Sustainability KPIs

Health and safety

(AIIR

)

Employee health and safety is our number

one priority, and we are committed to

keeping our AIIR below the industry

average.

Customer recommendation score

(%)

We aim to be a five-star builder on all

of our developments, which means

obtaining a customer recommendation

score above 90%.

First-time buyers

(%)

We aim to get more first-time buyers

into home ownership and out of the

“rent trap”.

Link to strategy

Link to risk

Link to

sustainability

556

303

166

240

’25

’24

’23

’22

’21

Link to strategy

Link to risk

Link to

sustainability

’25

’24

’23

’22

’21

Link to strategy

Link to risk

Link to

sustainability

’25

’24

’23

’22

’21

Employee engagement

(%)

We want to attract, retain and develop

employees who share the values and

culture of the Group.

e (scope 1 and 2)

tonnes

We have set Science Based Targets to

reduce our absolute scope 1 & 2 emissions.

e (scope 3)

tonnes per m

We have set Science Based Targets to

reduce our scope 3 emissions intensity.

Link to strategy

Link to risk

Link to

sustainability

’25

’24

’23

’22

’21

Link to strategy

Link to risk

Link to

sustainability

3,721

3,676

3,629

3,575

3,510

’25

’24

’23

’22

’21

Link to strategy

Link to risk

Link to

sustainability

2.115

2.138

2.123

2.073

1.831

’25

’24

’23

’22

’21

Accident Injury Incidence Rate measured as the number of reportable incidents per 100,000 employees and on-site subcontractors.

Operational KPIs

Gleeson Homes –

Homes sold

We aim to increase the number of

new homes built and extend our

geographical reach.

Gleeson Homes –

Land pipeline (plots)

Land pipeline ensures our ability to grow

over the coming years. Our pipeline

includes owned and conditionally

purchased sites.

Gleeson Homes –

Build sites (year end)

Build sites represent the sites we are

actively building on.

Gleeson Homes –

Average selling price (£)

Average selling price represents our

overall sales income per home sold.

Gleeson Land –

Portfolio (sites)

Gleeson Land portfolio represents the

number of sites available to progress

through the planning system for

future sale.

Link to strategy

Link to risk

1,812

2,000

1,723

1,772

1,79 3

’25

’24

’23

’22

’21

Link to strategy

Link to risk

15,863

16,814

17,375

19,138

19,638

’25

’24

’23

’22

’21

Link to strategy

Link to risk

’25

’24

’23

’22

’21

Link to strategy

Link to risk

145,800

167,300

186,200

185,700

193,600

’25

’24

’23

’22

’21

Link to strategy

Link to risk

’25

’24

’23

’22

’21

MJ Gleeson plc Annual Report & Accounts 202532

Key Performance Indicators

Financial KPIs

Group profit before tax

(pre-exceptional items) (£m)

The Group aims to generate profits to

invest in the future growth of the business

for all stakeholders.

Cash and cash equivalents

net of borrowings (£m)

We aim to maintain positive cash

balances or reduce net debt.

Link to strategy

Link to risk

41.7

55.5

31.5

24.8

21.9

’25

’24

’23

’22

’21

Link to strategy

Link to risk

34.3

33.8

5.2

12.9

(0.8)

’25

’24

’23

’22

’21

Total dividend

(pence)

We look to provide steady dividend

growth whilst maintaining dividend cover

at sustainable levels.

Return on capital employed

(%)

Return on capital employed represents

the profits made from the assets we hold.

Link to strategy

Link to risk

15.0

18.0

14.0

11.0

’25

’24

’23

’22

’21

Link to strategy

Link to risk

21.4%

25.4%

13.0%

10.1%

8.6%

’25

’24

’23

’22

’21

Return on capital employed is calculated based on earnings before interest, tax and

exceptional items (“EBIT”), expressed as a percentage of the average of opening and closing

net assets after deducting deferred tax and cash and cash equivalents net of borrowings.

Key – Strategic priorities

Sustainable growth

Build quality

Affordability

Land sourcing

Climate change

People, wellbeing,

health and safety

Key – Risks

Economic environment

Land availability

Government policy, regulations

and planning

Build costs and availability

Build quality, sales and customer

service

People

Cyber and IT systems

Health and safety

Financial environment

andcontrol

Climate risk

Sustainability

Key – Sustainability

People

Communities

Environment

Operational KPIs

Gleeson Homes –

Homes sold

We aim to increase the number of

new homes built and extend our

geographical reach.

Gleeson Homes –

Land pipeline (plots)

Land pipeline ensures our ability to grow

over the coming years. Our pipeline

includes owned and conditionally

purchased sites.

Gleeson Homes –

Build sites (year end)

Build sites represent the sites we are

actively building on.

Gleeson Homes –

Average selling price (£)

Average selling price represents our

overall sales income per home sold.

Gleeson Land –

Portfolio (sites)

Gleeson Land portfolio represents the

number of sites available to progress

through the planning system for

future sale.

Link to strategy

Link to risk

1,812

2,000

1,723

1,772

1,79 3

’25

’24

’23

’22

’21

Link to strategy

Link to risk

15,863

16,814

17,375

19,138

19,638

’25

’24

’23

’22

’21

Link to strategy

Link to risk

’25

’24

’23

’22

’21

Link to strategy

Link to risk

145,800

167,300

186,200

185,700

193,600

’25

’24

’23

’22

’21

Link to strategy

Link to risk

’25

’24

’23

’22

’21

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 33

Introduction

The business has faced several challenging

headwinds this year, and while we have seen

some signs of improvement, the market remains

nervous. Despite these headwinds we increased

net reservation rates to 0.71 per site per week

over the year (2024: 0.52). Excluding multi-unit

sales, net reservation rates improved by 20% to

0.53 per site per week (2024: 0.44) and Gleeson

Homes delivered 1.2% volume growth during

the year.

Margins faced increasing pressure during

the year, driven by the impact of build cost

inflation, the increased use of incentives to

secure sales, additional costs in respect of legacy

sites approaching closure and the cumulative

impact of other build cost increases in excess of

provisions, and extended site durations.

Gleeson Homes has a clear pathway to reach

its medium-term objective of delivering 3,000

homes per annum in a more stable market

environment by opening significantly more

sites each year than it expects to complete.

This trajectory will be accelerated through the

addition of further partnership agreements.

Our medium-term objective of 3,000 new homes

per annum could see profit before tax broadly

triple and Gleeson resume its position as the

fastest growing listed housebuilder in the UK.

Revenue

Group revenue increased 5.9% to £365.8m (2024:

£345.3m) with increases in both Gleeson Homes

and Gleeson Land.

Gleeson Homes’ revenue increased by 5.8%

to £348.2m (2024: £329.0m). The number of

homes sold increased by 1.2% to 1,793 (2024:

1,772) despite the average number of sales sites,

at 62.8, being slightly lower than the previous

year (2024: 64.8 average sales sites). The average

selling price (“ASP”) at £193,600 was 4.3% higher

than the previous year (2024: £185,700) driven

by a lower proportion of multi-unit sales and a

larger house-type mix, an increase in underlying

selling prices, which were up 0.6%, which was

marginally offset by regional mix. Revenue

includes £1.2m for the sale of surplus land in

the year.

Stefan Allanson

Chief Financial

Officer

Our medium-term objective

of 3,000 new homes per

annum could see profit

before tax broadly triple.”

Group revenue

£365.8m

2024: £345.3m

MJ Gleeson plc Annual Report & Accounts 202534

Financial Review

Gleeson Land completed seven land transactions

in the year (2024: four), which included a

collaborative land swap with a joint venture

partner and the sale of a site under an option

agreement with revenue recognised for the

non-refundable premium received. As a result,

revenue increased by 8.0% to £17.6m (2024:

£16.3m). We commence the new financial year

in a strong position with eight sites with consent

or resolution to grant (2024: seven sites) and ten

sites awaiting a planning decision (2024: 11 sites).

Gross profit

Gross profit for the Group decreased by 1.5%

to £83.2m (2024: £84.5m), driven by a £5.8m

increase in Gleeson Land gross profit to £11.1m

(2024: £5.3m) being more than offset by a £7.1m

decrease in the gross profit in Gleeson Homes to

£72.1m (2024: £79.2m). The gross profit margin

for Gleeson Homes decreased to 20.7% (2024:

24.1%) reflecting additional costs on a number

of older sites, increased fixed site costs as site

durations extended, the impact of multi-unit

and affordable sales and the greater use of sales

incentives. Gross profit includes one land sale

in the year generating £0.2m gross profit. Gross

profit margin on home sales excluding this land

sale was 20.7%.

The Gleeson Land gross profit includes an

increase in inventory provisions of £0.5m

(2024: £3.3m).

Administrative expenses

Administrative, sales and marketing expenses

excluding exceptional costs increased by £1.7m

(3.0%) in the year to £57.9m (2024: £56.2m),

reflecting investment in the Gleeson Land

management team, inflationary cost increases

in Gleeson Homes, which were partly offset

by reduced headcount, and increased site

maintenance costs in Gleeson Homes.

Profit for the year

Group operating profit before exceptional items

reduced to £25.4m (2024: £28.6m), an 11.2%

decrease on the prior year. This was due to lower

operating profit in Gleeson Homes of £22.3m

(2024: £30.3m) offset by an increase in Gleeson

Land operating profit to £7.0m (2024: £2.2m).

Group overheads were in line with the prior year

at £3.9m (2024: £3.9m).

Net finance expenses decreased to £3.5m (2024:

£3.7m) due to the impact of lower interest rates

during the year and lower borrowings. As a

result, the Group delivered profit before tax and

exceptional items of £21.9m (2024: £24.8m). Profit

before tax after exceptional items was £20.5m

(2024: £24.8m).

Exceptional items

The £1.3m exceptional cost incurred in the

year (2024: £nil) relates to the reorganisation

of the Gleeson Homes business. Following

the identification of further cost to complete

increases in the year, structural and

management changes were implemented, in

order to position the business for controlled

growth, whilst addressing margin issues.

Sam, Alice, Rachel and Georgie,

Head Office

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 35

Tax

The tax charge of £4.7m (2024: £5.5m) represents

an effective tax rate of 23.0% against the

headline rate of 25.0%. The most significant

factor benefitting the Group’s tax charge is land

remediation relief, whereby relief is granted on

an additional 50% of qualifying remediation

expenditure. Many of our sites are on brownfield

land and require significant remediation prior

to use.

Profits for the year are below the thresholds for

residential property developers’ tax (“RPDT”),

which was effective from 1 April 2022 and applies

to profit from residential property development

activity on profits over £25.0m.

Profit after tax

Profit after tax for the year decreased 18.1%

to £15.8m (2024: £19.3m). Pre-exceptional

profit after tax decreased by 12.4% to £16.9m

(2024: £19.3m).

Earnings per share

Basic earnings per share decreased by 18.1% to

27.1 pence (2024: 33.1 pence). Pre-exceptional

basic earnings per share decreased by 12.7% to

28.9 pence (2024: 33.1 pence).

Return on capital employed

Return on capital employed decreased 150

basis points to 8.6% (2024: 10.1%) caused by the

reduction in profit.

Balance sheet

During the year to 30 June 2025, shareholders’

funds increased by 3.4% to £307.7m (2024:

£297.7m). Net assets per share increased to

527 pence, an increase of 3.3% year on year

(2024: 510 pence).

Non-current assets increased during the year by

20.4% to £11.8m (2024: £9.8m). This was mostly

due to an increase in land receivables due over

one year in Gleeson Land of £3.2m, offset by a

reduction in property, plant and equipment of

£0.8m with a lower level of capital expenditure

compared to the previous year and a reduction

in deferred tax assets.

Current assets increased by 10.7% to £407.6m

(2024: £368.2m). Inventories increased by 10.3%

to £380.8m (2024: £345.2m) as a result of the

increased investment in both Gleeson Homes

and Gleeson Land, including the purchase of

a site in Gleeson Land for £6.9m over which

we have sold an option that we expect to be

exercised within 12 months of the year end.

Trade and other receivables increased by £9.8m

to £19.0m as a result of receivables on Gleeson

Land’s sales during the year amounting to £6.8m,

and VAT receivable of £3.6m. We ended the year

with net borrowings of £0.8m as a result of the

investment in land assets and higher receivables

(2024: cash and cash equivalents £12.9m).

Cash and bank facilities

The Group has a committed facility with Lloyds

Bank plc and Santander UK plc with a facility

limit of £135m. The facility has been extended

by one year and will expire in October 2027 but

has a further one year uncommitted extension

option, which we expect to utilise. The facility

provides the Group with the liquidity to invest

in new sites and support Gleeson Homes'

growth plans.

Dividends

Subject to shareholder approval at the 2025

Annual General Meeting, the Company

intends to pay a final dividend of 7.0 pence per

share on 21 November 2025 to shareholders

on the register at the close of business on

24 October 2025. This brings the total dividend

for the year to 30 June 2025 to 11.0 pence per

share, which is covered 2.6 times by normalised

earnings. The Group has an established policy

of targeting a range of three to five times

dividend cover relative to full year earnings.

Notwithstanding this policy, which remains

unchanged, the Board is comfortable

recommending a lower level of dividend cover

on this occasion, reflecting their confidence in

the medium term outlook.

Stefan Allanson

Chief Financial Officer

15 September 2025

MJ Gleeson plc Annual Report & Accounts 202536

Financial Review

CONTINUED

The Shorelands,

Ingoldmells, Lincolnshire

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 37

Effective risk management is

essential to the achievement

of our strategic priorities, and

controls designed to address risk

are integrated across all levels of

our business and operations.

The Board has overall responsibility for the

Group’s management and assessment of

risk, supported by the Audit Committee.

Our risk management framework is made

up of underlying functional risk registers,

which monitor the financial, operational

and compliance risks in each functional

area of the business.

These functional risk registers link to the

overall Group risk register, which identifies

both principal and emerging risks and

informs a formal risk assessment process

that considers the likelihood and impact

of the identified risks, together with any

mitigating controls.

The Group risk register is formally reviewed

by the Audit Committee at the majority

of its scheduled meetings. The Audit

Committee reports to the Board on any

changes to risks, including consideration

of emerging risk areas. This is supported

by the findings from the Group’s internal

audit function, which reports to the

Audit Committee on risk areas across

the Group and on the effectiveness of

internal controls.

Our risk management framework consists of the following

components:

Main Board

■ Sets the Group risk policy, strategy and risk appetite

■ Has overall responsibility for monitoring and

managing principal and emerging risks

■ Responsible for effective operation of the risk

management framework

■ Sets the “tone at the top” for the management of risk

across the Group

Audit Committee

■ Monitors the Group’s systems, controls and integrity of

reporting

■ Advises on and approves the internal audit plan and

monitors the effectiveness of internal audit

■ Monitors the performance, effectiveness and

independence of external audit

■ Monitors the management of principal and emerging

risks and responses

Internal Audit

■ Provides assurance on how risks are managed

operationally

■ Provides assurance on the design effectiveness of

internal controls and makes recommendations

■ Provides assurance on the operational effectiveness of

internal controls in practice

Senior Management

■ Identifies, reports on, and monitors risk within the

relevant function

■ Assesses the effective operation of day-to-day controls

■ Designs and implements additional controls to

mitigate any risks identified

Operational Management

■ Operates processes and controls to manage risks in

day-to-day activities

■ Identifies emerging risks and gaps in controls for

reporting to senior management

MJ Gleeson plc Annual Report & Accounts 202538

Risk Management

Low

Likelihood

High

Low High

Impact

Risk categories

We categorise our risks into two sources:

External – risks arising from the macro or external

environment, not wholly within the Group’s control but

where action can often be taken to manage the risk.

Operational – risks relating to the day-to-day

operation of the business which are within our control.

Some risks can be both external and operational where

there are elements of both. The Group’s risk framework

shows how the principal risks are rated by the Board

in terms of their potential impact on the business

and the likelihood of the risk transpiring. The table on

pages 40 to 43 summarises the Group’s principal risks

and the mitigating actions the Group has in place to

manage these risks. The Audit Committee has assessed

the risks during the year and determined that these

remain appropriate and no new or emerging risks have

been identified.

The risk matrix is presented after taking account of

mitigating controls and actions.

Risk appetite

The Board sets the risk appetite for

the Group based on the level of risk

the Board is prepared to accept in its

operational and strategic objectives.

Risk appetite is set for each principal

risk and a target score is set based

on this appetite. We define our risk

appetite into four categories: averse,

low, medium or high. The Board

must balance risk appetite against

the level of inherent risk that exists

in the business, as construction

naturally has higher levels of inherent

risk in certain areas than other

industries. The level of risk that the

Board is willing to accept is balanced

in this context against the cost of

mitigating the risk entirely.

DESCRIPTION OTHER WORDS

Averse

■ Avoidance of risk and uncertainty is the

highest priority.

■ Willing to accept a high cost of managing

the risk.

■ Acceptable level of risk subject to passive

monitoring.

Defensive

Low

■ Strong preference for a safe/positive

outcome.

■ Cost of managing the risk is balanced.

■ Acceptable level of risk subject to regular

monitoring.

Prudent/cautious

Medium

■ Willing to consider or accept a more

adverse outcome.

■ Cost of managing the risk is only to an

accepted level.

■ Tolerable level of risk exposure but subject

to regular active monitoring measures.

Motivated

High

■ Outcome is outside of the control of the

Group or willing to accept the risk.

■ Cost of managing the risk is prohibitive.

■ High level of risk exposure, which requires

constant active monitoring.

Aggressive

Economic environment

Land availability

Government policy,

regulations and

planning regulations

Build costs and availability

Build quality, sales

and customer service

People

Cyber and IT systems

Health and safety

Financial environment

and control

Climate risk

Sustainability

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 39

RISK RISK DESCRIPTION ASSESSMENT MITIGATION

Economic

environment

Residual risk

High

Change in year

Unchanged

Risk appetite

Medium

Strategic priorities

Economic conditions

or uncertainty in the

housing and land

markets impacts upon

buyer confidence and

the demand for new

homes and consented

land. This would have

an adverse impact on

Group revenue, profit,

cash and carrying value

of assets.

Restrictions on

mortgage funding could

reduce demand for new

homes and negatively

impact on Group

revenue and profit.

Market conditions have eased with

the reduction to interest rates,

good levels of mortgage availability

and improved affordability when

considering wage rises versus HPI.

However, uncertainty remains in

the wider economic environment,

which is impacting heavily on

consumer confidence.

Lead indicators of the economy

and housing market are closely

monitored.

A cautious approach to funding

is maintained and investment in

new sites and spend are carefully

controlled.

Visitor and reservation rates are

closely monitored and prices and

incentives are reviewed.

Multi-unit investor deals and

partnership deals with upfront

funding have been added to

manage sales risk.

Gleeson Homes provides a range

of customer assistance packages,

including access to reduced interest

mortgages.

Land

availability

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Medium

Strategic priorities

An inability to secure

land at the right price

or the right location

could impact on future

profitability and growth.

We continue to source land to

purchase at prices that meet our

hurdle rates.

Gleeson Land continues to source

opportunities to promote high-

quality land across the South of

England and has successfully

stepped up its rate of new sites

secured in FY2025.

We have a clearly defined land

strategy and geographic focus,

which are regularly reviewed by the

Executive Directors.

There is a formal land buying

gateway process and rigorous

adherence to margin requirements

and rates of return.

We work closely with local

authorities to identify and purchase

land at sensible prices.

We have proactive land searching

capabilities and strong relationships

with land agents.

Our planning strategy ensures that

we progress sites with the best

opportunities to obtain planning.

Government

policy,

regulations and

planning

Residual risk

High

Change in year

Unchanged

Risk appetite

Medium

Strategic priorities

Planning regulation

changes due to changes

in government policy or

complexities within the

system may affect the

Group’s ability to secure

planning permissions

on a timely basis.

Other policy changes,

including the Building

Safety Levy, the Future

Homes Standard, and

environmental measures

such as Biodiversity Net

Gain, may adversely

impact revenue, profit

and cash flow.

Planning regulation is showing

some signs of improvement

following the changes to the

NPPF in December 2024. This

is expected to assist with future

planning applications, although

planning departments remain

under resourced.

Additional requirements, including

Biodiversity Net Gain, nutrient

neutrality and phosphate and

nitrate mitigation, are still

restricting planning permissions.

We actively consult on emerging

changes to building regulations

and consider the technical,

environmental and financial

implications of these changes.

Our planning and technical

experts closely monitor changes to

legislation and building regulation.

Changes to building regulations are

incorporated into site cost plans and

forecasts.

The Building Safety Levy is factored

into land workbooks in assessing the

viability of sites.

We consult with government, local

authorities and industry bodies to

understand proposed changes and

highlight issues as early as possible.

MJ Gleeson plc Annual Report & Accounts 202540

Risk Management

CONTINUED

Key – Strategic priorities

Sustainable growth

Build quality

Affordability

Land sourcing

Climate change

People, wellbeing,

health and safety

RISK RISK DESCRIPTION ASSESSMENT MITIGATION

Build costs and

availability

Residual risk

High

Change in year

Unchanged

Risk appetite

Medium

Strategic priorities

Shortages in or the

increased cost of

materials or skilled

labour, the failure of key

suppliers or the inability

to secure supplies on

appropriate terms could

increase costs and

delay build.

Delays in build

programmes or the

failure to anticipate costs

to be incurred can result

in increased build costs

and reduced margins.

Underlying inflationary pressures

have eased in the year and the

availability of materials and labour

is not restricting build progress.

Further measures have been

implemented to improve cost

control on sites and adequacy of

costs to complete, but these have

taken longer than expected to fully

embed, which led to additional

costs being identified in the year.

Project Transform has implemented

organisational and management

changes to shorten reporting

lines, empower divisional

leadership and strengthen regional

management teams.

Group purchasing arrangements

are in place to ensure continuity of

supply and pricing.

We have strong, established

relationships with key suppliers and

subcontractors.

Monthly commercial valuation

meetings provide oversight of build

costs and costs to complete across

all sites.

Build quality,

sales and

customer

service

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Low

Strategic priorities

A failure to build new

homes to the standard

and quality that our

customers expect.

Failure to market

and sell our homes

effectively. To not treat

our customers fairly, or

not respond adequately

to complaints or rectify

defects in a timely and

professional manner.

Adverse publicity from

perceived poor build

quality would damage

our reputation, lead to

lower sales and impact

future revenue and

cash flows.

The customer and customer

experience are at the heart of what

we do. We will not hand over a

new home where it does not meet

our quality requirements and we

have a strict inspection process in

place. We support the New Homes

Quality Code and have continued

to invest in our customer care

team and after-sales support to

ensure any defects or issues are

rectified quickly.

We are registered with the New

Homes Quality Code.

A strict final inspection process

identifies issues and allows us to

remedy these before handover.

The Gleeson Quality Charter sets out

what our customers can expect in

terms of quality.

Independent build inspections and

buyer surveys ensure a high level of

quality control.

We continue to invest in our

customer care team and systems.

People

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Medium

Strategic priorities

Failure to attract,

develop and retain

good-quality people

with the right skills may

result in overstretched

and demotivated staff,

decreased productivity

or quality, or stifled

growth opportunities.

Inadequate succession

planning could result in

inefficiency and a loss of

key knowledge from the

business.

Our continued focus on making

Gleeson one of the best companies

to work for helps us to attract,

develop and retain good-quality

people. Full details are set out on

pages 48 to 55.

We have a clear mission, vision and

values, which our people share.

We have regular performance and

development reviews.

Action is taken on the feedback

gained from our employee surveys.

Our people have access to training

throughout their career at Gleeson.

Our remuneration policy is reviewed

and benchmarked to ensure it

remains attractive.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 41

RISK RISK DESCRIPTION ASSESSMENT MITIGATION

Cyber and IT

systems

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Low

Strategic priorities

Failure of the Group’s IT

systems or unauthorised

access to systems due to

inadequate protection,

controls, processes or

cyber attack could result

in data loss, business

disruption, reputational

damage or financial loss.

We continue to invest significantly

in our IT systems and networks

so these remain secure and up-

to-date.

Industry-standard systems are

managed by a central IT team with

additional outsourced support.

Contingency plans are in place and

regularly tested.

The majority of data is held on

secure external servers and backed

up regularly.

Regular testing is conducted on the

security of our systems.

Enhanced email, network and cyber

controls have been implemented

and continue to be regularly tested.

Health and

safety

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Averse

Strategic priorities

Health and safety

failures can result in

injuries to employees,

subcontractors or site

visitors, resulting in

harm to people, delays in

construction, additional

cost, reputational

damage, criminal

prosecution or civil

litigation.

The health and safety of our people

and anyone associated with our

developments is paramount to

our business, and we continue to

reinforce training and awareness

across the business.

An experienced health and safety

team is in place to provide regional

support and training.

Our “HomeSafe – everyone, every

day” campaign promotes health and

safety awareness across the Group.

Regular inspections take place on all

development sites.

We have specific actions to improve

health and safety reporting and

performance.

Documented policies and

procedures are updated to ensure

continued focus and improvement.

Financial

environment

and control

Residual risk

Low

Change in year

Unchanged

Risk appetite

Low

Strategic priorities

The availability and cost

of finance may limit the

Group’s ability to take

advantage of business

opportunities and be a

possible impediment to

future growth.

An inability to meet

obligations as they fall

due or comply with

banking covenants could

result in insolvency.

The Group could suffer

losses from financial

fraud or error as a result

of poor controls, credit

risk or through having

inadequate insurance.

The Group maintains a strong

relationship with its lenders,

insurance providers and other

stakeholders, and maintains a

disciplined approach to managing

working capital and compliance

with bank facilities.

The risk of financial fraud

or error is closely monitored

by management, the Audit

Committee, and the Board.

Although the financial, regulatory

and tax environments continue to

change for corporate entities, the

Group has adequate knowledge

and experience to maintain

compliance, supported by third-

party advisers.

Following the exercise of the first

uncommitted 1 year extension

option, the Group has committed

bank facilities of £135m until

October 2027, shared between two

established lenders.

The Group maintains security

over the majority of land sold on

deferred terms.

External firms are used to provide

“health checks” over systems and

processes.

External advisers are employed to

support the production of tax and

other returns.

The Group has robust financial and

tax controls designed to segregate

duties and minimise opportunities

for fraud or error.

MJ Gleeson plc Annual Report & Accounts 202542

Risk Management

CONTINUED

Key – Strategic priorities

Sustainable growth

Build quality

Affordability

Land sourcing

Climate change

People, wellbeing,

health and safety

RISK RISK DESCRIPTION ASSESSMENT MITIGATION

Climate risk

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Low

Strategic priorities

The physical and

transitional effects of

climate change could

result in reduced land

availability, disrupted

build programmes,

increases in costs and

shortages of materials

due to more frequent

extreme weather events

or changes to policy and

regulations related to

climate.

Climate-related issues remain a

key priority. We have modelled our

forecast emissions out to 2050 in

order to determine an action plan

to meet our Science Based Targets,

which were validated during

the year.

The wider transitional impacts are

seen across the business, such

as building regulation changes

as well as wider environmental

considerations in respect of land

use and planning.

We undertake detailed flood,

environmental and biodiversity

assessments as part of preparing

planning applications.

We have set clear targets to reduce

our carbon emissions and waste

from sites.

We track carbon emissions, waste

and other initiatives to evaluate the

success of our actions.

We have medium and long-term

emissions targets in place, validated

by the SBTi.

We report in line with the

recommendations of the Task

Force on Climate-related Financial

Disclosures (“TCFD”).

Sustainability

Residual risk

Medium

Change in year

Unchanged

Risk appetite

Low

Strategic priorities

The Group could fail to

meet the expectations

of stakeholders relating

to our sustainability

responsibilities including

climate change, health

and safety, governance,

build quality and

customer service.

Failure to ensure we

remain a sustainable

business could affect the

Group’s ability to secure

sites, obtain planning

permissions, attract

house buyers, recruit

new employees, appeal

to investors or raise

finance when needed.

By not having clear

targets and effective

communication of our

sustainability strategy,

this could result in

damage to the Group’s

reputation.

Stakeholder expectations relating

to corporate sustainability and

associated regulations are

continuing to evolve. We actively

engage with stakeholders and

advisers to understand their

expectations, and monitor

emerging best practice.

The Sustainability Committee

oversees the development,

implementation, and reporting of

sustainability initiatives.

The Group Sustainability Manager

is responsible for embedding

the sustainability strategy into

operations.

We publish and monitor clear

targets to ensure our business

operates in a sustainable and

socially responsible way.

We voluntarily report additional

sustainability related information,

for example, in our Sustainability

Accounting Standards Board

(“SASB”) disclosures.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 43

Customers Our People Communities Local Authorities Future Generations

Shareholders and

Banks

Government and

Regulators

Suppliers and

Subcontractors

Our customers want

attractive, high-quality

affordable homes they

can be proud to live in.

Our customers want

a home that has all of

the modern touches

and gives them the

opportunity to tailor it

with their own choices.

Energy efficiency is

increasingly important

and our customers want

a highly energy-efficient

home that helps

them to reduce their

energy bills.

Our colleagues expect

to be kept safe, treated

fairly and rewarded

appropriately for

the work they do.

They want to have

career progression

with opportunities

for training and

development.

Our colleagues value

open and transparent

communication

about the business, its

performance, and its

future. They want to be

part of its growth and

feel valued for their

contribution.

Residents in the areas

we develop want

attractive and well-

designed spaces that

create vibrant and safe

communities in which to

live. Residents want their

views to be valued and

want to be consulted.

Local communities

want a wider positive

benefit to come from

new developments, with

better quality housing,

access to resources, and

community services.

Local authorities want

us to deliver high-quality

affordable housing

in the right places,

creating sustainable

communities that

contribute positively to

the local area.

Local authorities want us

to ensure our activities

minimise or mitigate the

impact on nature and

the environment and

leave a positive legacy

for the area.

Future generations

want us to reduce

our impact on the

environment, reducing

carbon emissions

and waste, protecting

nature and reducing

our use of resources,

including water.

They want us to adopt

efficient methods of

building homes but

also maintain our

affordability to ensure

that home ownership

remains a realistic

opportunity for future

generations.

Investors and banks

expect to see consistent

or improving returns,

underpinned by a

sustainable approach,

compliance with

regulations and strong

governance.

Investors and

banks want open

and transparent

communication from

the Company to provide

them with a balanced

understanding of

business performance,

opportunities, and risks.

Regulators and

government want us to

ensure that we operate

our business safely and

comply with all laws and

regulations, including

health and safety,

building regulations,

planning, tax and

financial reporting.

Regulators and

government want

businesses to conduct

their operations in

a responsible way,

including paying all

relevant taxes fairly and

transparently.

Our suppliers and

subcontractors expect

to be kept safe when

they are working with us

and to be paid fairly and

on time.

Our suppliers and

subcontractors want us

to deal with any queries

quickly and efficiently,

with clear lines of

communication when

issues arise.

Top issues

■ Affordability

■ Build quality

■ Energy efficiency

Top issues

■ Health and safety

■ Recognition

and reward

■ Career development

Top issues

■ Land use

■ Build quality

and design

■ Affordability

Top issues

■ Land use

■ Affordability

■ Environment

Top issues

■ Carbon emissions

■ Biodiversity

■ Affordability

Top issues

■ Profitability

■ Strong balance sheet

■ Sustainability

Top issues

■ Health and safety

■ Planning regulations

■ Tax and compliance

Top issues

■ Health and safety

■ Timely payment

■ Clear

communication

What’s important to our stakeholders

Considering the needs of our stakeholders is key to our business model, strategy and approach, and we balance these

needs in everything we do.

MJ Gleeson plc Annual Report & Accounts 202544

Our Stakeholders

Customers Our People Communities Local Authorities Future Generations

Shareholders and

Banks

Government and

Regulators

Suppliers and

Subcontractors

Our customers want

attractive, high-quality

affordable homes they

can be proud to live in.

Our customers want

a home that has all of

the modern touches

and gives them the

opportunity to tailor it

with their own choices.

Energy efficiency is

increasingly important

and our customers want

a highly energy-efficient

home that helps

them to reduce their

energy bills.

Our colleagues expect

to be kept safe, treated

fairly and rewarded

appropriately for

the work they do.

They want to have

career progression

with opportunities

for training and

development.

Our colleagues value

open and transparent

communication

about the business, its

performance, and its

future. They want to be

part of its growth and

feel valued for their

contribution.

Residents in the areas

we develop want

attractive and well-

designed spaces that

create vibrant and safe

communities in which to

live. Residents want their

views to be valued and

want to be consulted.

Local communities

want a wider positive

benefit to come from

new developments, with

better quality housing,

access to resources, and

community services.

Local authorities want

us to deliver high-quality

affordable housing

in the right places,

creating sustainable

communities that

contribute positively to

the local area.

Local authorities want us

to ensure our activities

minimise or mitigate the

impact on nature and

the environment and

leave a positive legacy

for the area.

Future generations

want us to reduce

our impact on the

environment, reducing

carbon emissions

and waste, protecting

nature and reducing

our use of resources,

including water.

They want us to adopt

efficient methods of

building homes but

also maintain our

affordability to ensure

that home ownership

remains a realistic

opportunity for future

generations.

Investors and banks

expect to see consistent

or improving returns,

underpinned by a

sustainable approach,

compliance with

regulations and strong

governance.

Investors and

banks want open

and transparent

communication from

the Company to provide

them with a balanced

understanding of

business performance,

opportunities, and risks.

Regulators and

government want us to

ensure that we operate

our business safely and

comply with all laws and

regulations, including

health and safety,

building regulations,

planning, tax and

financial reporting.

Regulators and

government want

businesses to conduct

their operations in

a responsible way,

including paying all

relevant taxes fairly and

transparently.

Our suppliers and

subcontractors expect

to be kept safe when

they are working with us

and to be paid fairly and

on time.

Our suppliers and

subcontractors want us

to deal with any queries

quickly and efficiently,

with clear lines of

communication when

issues arise.

Top issues

■ Affordability

■ Build quality

■ Energy efficiency

Top issues

■ Health and safety

■ Recognition

and reward

■ Career development

Top issues

■ Land use

■ Build quality

and design

■ Affordability

Top issues

■ Land use

■ Affordability

■ Environment

Top issues

■ Carbon emissions

■ Biodiversity

■ Affordability

Top issues

■ Profitability

■ Strong balance sheet

■ Sustainability

Top issues

■ Health and safety

■ Planning regulations

■ Tax and compliance

Top issues

■ Health and safety

■ Timely payment

■ Clear

communication

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 45

Gender equality

Responsible

consumption

and production

Decent work

and economic

growth

Climate action

Sustainable

cities and

communities

Life on Land

At Gleeson, our commitment to

sustainability is central to our mission of

transforming lives by building affordable,

quality homes, where they are needed, for

those who need them most. This section

of the Annual Report is dedicated to

providing comprehensive insights into our

sustainability actions and achievements.

Our purpose

Changing lives by building affordable, quality

homes. Where they are needed, for the

people who need them most.

We plan to achieve sustainable development

by aligning our business to six of the

seventeen UN SDGs.

We are proud to be participants of the UNGC and

members of the Global Compact Network UK. We are

committed to making its principles the foundation of

our strategy, culture and operations. This translates to

Gleeson operating responsibly in everything we do by engaging

with communities and creating affordable, attractive and safe

spaces where people want to live and where those earning the

National Living Wage can afford to buy.

The Future Homes Hub works with the

housebuilding industry to develop a long-term

delivery plan to meet the Government’s net zero

and wider environmental targets. Gleeson Homes is

an active member and a number of our senior

colleagues participate in groups of industry experts brought

together to address key issues on the journey to zero

carbon homes.

We employ and develop staff in a pleasant, open

and fair work culture where we pay colleagues

and subcontractors at least the real living wage.

We ensure everyone who is involved with, or

affected by, our business remains free from harm

and returns home safe every day. We are proud to

be accredited by Investors in People.

We are members of the Supply Chain Sustainability

School, which allows us to upskill and work

collaboratively with our colleagues, subcontractors

and suppliers to achieve common goals in delivering

a sustainable future.

We pay our fair share of taxes and continue to

be Fair Tax Mark accredited.

We are taking serious climate action by

decarbonising the business across all scope

emissions and have recently gained validation of

our carbon reduction targets by the Science

Based Targets initiative (SBTi), to ultimately become carbon net

zero, see page 66.

We are transparent in everything

we do, and we undertake

mandatory and voluntary

environmental, social and governance reporting.

We report through CDP and SASB and make

disclosures in line with TCFD.

Sustainability pillars

Our approach to sustainability is built around three pillars

of communities, people and environment.

PEOPLE

Our people are key to

our success and share our

vision, mission and values.

SEE PAGES 48 to 55

ENVIRONMENT

We are committed to

reducing CO

emissions

and protecting biodiversity

and resources.

SEE PAGES 66 to 77

COMMUNITIES

We put our customers and

their communities at the

heart of everything we do.

SEE PAGES 56 to 65

Sustainability

pillars

MJ Gleeson plc Annual Report & Accounts 202546

Sustainability at a Glance

People

Employee

engagement

Glassdoor rating Roles that are apprenticeships,

trainees or graduates

Health and safety incident

rate (“AIIR”) will be lower than

84%

(upper quartile)

4.4 star 11.8% 240

See page 81 See page 81 See page 81 See page 80

Communities

Customer recommendation score

89.3% See page 80

CML to legal compliance completion improved

>10% See page 80

Quality and service focused incentive

scheme implemented

Digital Quality Control Plot Book

implemented across all sites

Build quality performance tracker

implemented to share performance

across all regions

Environment

Targets validated by the SBTi for near-

term (2032) and net-zero (2050) against

a 2022 baseline year

Scope 3 intensity

(tCO

e/m

)

1.831 See page 73

Scope 1 & 2 absolute

(tCO

3,510 See page 73

FLAG absolute (tCO

10,068 See page 73

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 47

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Sustainability dashboard

Safety is our highest priority

We have a “safety first, always” culture

through our HomeSafe belief of

“HomeSafe everyone, every day”. This

underpins everything we do and covers

everyone involved in any of our projects,

ensuring they remain unharmed

or affected by any of our activities,

returning home safe every day.

HomeSafe Essentials training is given to all site

management for an understanding of our site

procedures, and, throughout the year, refresher

training has been delivered by our Safety

Health and Environment (SHE) team. The team

comprises of professionally qualified safety,

health and environmental managers and, during

the year, we have restructured the team to align

with business growth plans, ensuring dedicated

SHE support in all our regions. Across the

year, 557 HomeSafe site SHE inspections were

completed, with a Group average score of 89%

(85% minimum compliance).

In addition, we have recruited a Group

Environmental Manager who will provide

additional environmental support to the SHE

Managers and the wider business. This will

enhance our focus on environmental protection

whilst maintaining a clear focus on health and

safety performance and continual improvement

of related systems, processes and procedures.

SafetyCulture digital platform

The SafetyCulture platform is now in use

across the business, allowing for digitalised site

inspections by the SHE team. The platform has

streamlined the inspection process allowing

for easy data capture and action close out. The

platform enhances record keeping and allows

for more sophisticated analysis of inspection

findings, recurring items and monitoring of site

performance over time.

Mental health

Led by our HR team, we have engaged with

the mental health charity Andy’s Man Club to

raise awareness of the support available for the

mental health and wellbeing of our employees

and supply chain. A promotional campaign was

conducted across all of our sites and offices

with a series of presentations undertaken by the

charity on site. Further collaboration with the

charity is planned over the coming year.

Site Environmental Awareness

Training (SEATS)

To help identify, control and minimise potential

environmental issues on our developments, all

site management have received SEATS training,

with the course added to our suite of mandatory

SHE training modules. This ensures that site

managers are alert to the risks and trained

in how to respond in the event of a potential

environmental issue on site.

Dave, Senior Site Manager

at Middlestone Meadows

MJ Gleeson plc Annual Report & Accounts 202548

People

Health and safety

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Empowering our workforce for success

We are Passionate

We are passionate about building

high-quality homes that are affordable

for everyone.

We are passionate about our customers

and ensuring they enjoy buying their

home from us. Where we get things

wrong, we aim to put it right quickly

and fairly.

We are proud of the strong relationships

we build with our suppliers and

contractors who work alongside us.

We are Collaborative

We work together collaboratively,

with shared goals, where information,

knowledge and ideas can be discussed

openly, honestly and free from

judgement.

We listen to our customers and work with

them throughout their buying journey.

We collaborate with our external partners

and value their part in helping us achieve

our goals.

We are Respectful

We respect the right to a safe working

environment on all our sites and in all

our offices and are fully committed to

ensuring our colleagues and those who

work on, or visit, our sites and offices,

return HomeSafe – everyone, every day.

We are respectful of our customers,

colleagues and partners by listening to

them and treating them equally and fairly.

We undertake our business in an ethical

way, and we respect the environment.

Our HomeSafe brand is fundamental to

taking care of our people, ensuring that

everyone who is involved with, or affected

by, our business remains free from harm

and returns home safe every day.

Our employee engagement

score

84%

2024: 85%

Our people are proud to work

for Gleeson

82%

2024: 83%

SDG HOW WE ALIGN TO IT

We are committed to encouraging

more women into the sector and

promoting fair pay regardless of

gender.

We provide employment in the

areas we operate both directly and

indirectly. All of our employees and

subcontractors are paid the Real

Living Wage.

Gemma, Assistant Site

Manager at Bracks Farm

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 49

Sustainability Pillars

Sustainability Targets

TCFD

SASB

People CONTINUED

Values and Culture

Together, we grow and succeed

Our culture

Our strategy relies on having the right people in

the right roles who share our vision, mission and

values. Our aim is to attract, retain and develop

people by having a clear mission and vision

with people at the heart of it, and promoting

a vibrant, diverse and forward-thinking

environment for people to flourish.

Our annual Your Voice survey provides an

opportunity for all employees to provide

anonymous feedback on a wide range of topics.

This is our sixth year running the survey. This year

we achieved a participation rate of 87% which,

whilst lower than last year’s 91%, continues to

show how important this is across the business

and captures the views from a wide range of

our colleagues. Our overall engagement score

decreased slightly from 85% to 84%, keeping us

in the top quartile of all companies surveyed, and

above the external benchmark of 82%.

We recognise the importance of following up

on the survey responses to ensure that positive

action is taken as a result of the survey, including:

1. Regional ‘You said. We acted’ campaigns

For FY2025, the regions implemented a

more localised approach to actions based on

feedback from local colleagues in the 2024

people survey. We also shared a wider ‘You

said. We acted’ review with colleagues at the

end of the year to recap on progress.

2. The Gleeson People Forum GleeVoice,

our internal people forum, is made up

of 14 colleagues across all regions and

departments. The purpose of the People

Forum is to increase opportunities for two-

way communication and engagement with

colleagues across Gleeson on collective

employment related matters where

appropriate. The forum meets on a quarterly

basis to discuss key points and includes

senior representation in the sessions.

3. Project Transform The original scope of

this project was to review our end-to-end

commercial processes, however, this widened

to incorporate many other elements,

including people, responsibilities, systems

and structures. This project was initiated to

achieve more efficient ways of working and

ensure robust processes that can scale with

the business. Key outcomes of this project

to date have included organisational and

management changes to shorten reporting

lines, empower divisional leadership and

strengthen regional management teams.

This is focused on driving local ownership

and accountability as well as substantially

improving oversight of processes and

compliance.

We achieved a Glassdoor scoring of 4.4 out of 5,

a positive reflection of how our current and

previous employees value the workplace culture

and environment at Gleeson.

Neil, Site Manager

at Manor Fields

MJ Gleeson plc Annual Report & Accounts 202550

People CONTINUED

Values and Culture

Wellbeing

The wellbeing of our colleagues continues to be

our utmost priority and providing individuals

with access to the right tools for supporting their

wellbeing is crucial. We continue to enhance our

Wellbeing Toolkit, which signposts individuals

to a vast amount of support and resources,

including mental health support, emotional,

financial, social and physical wellbeing.

In the 2025 People Survey we saw the biggest

increase in positive responses in relation to how

people feel towards the statement “I feel enabled

to manage my health and wellbeing effectively

at work”.

Health surveillance

The Health & Safety of all our employees remains

of utmost importance to Gleeson, especially

those in site based safety-critical positions. This

year we introduced health assessments as a

mandatory requirement for all forklift drivers

to ensure that all drivers are medically fit to

conduct their work safely and without risk to

themselves or others.

These professional health checks can identify

underlying health problems early and identify

individuals who are at risk of certain health

problems, such as heart disease, diabetes, kidney

disease or stroke. If problems are identified, the

Company will support those individuals with

any next steps such as referrals to occupational

health or seeking further medical advice.

Substance misuse

As part of our focus on building our safety

culture, in April 2025 we relaunched our

Substance Misuse Policy. As a business, we

undertake construction activities, which have a

higher inherent risk than other industries. Failure

to operate in a safe and controlled manner could

result in serious accidents or even a fatality. This

includes ensuring that all of our colleagues and

subcontractors are attending work fit and well

enough to perform their duties safely.

As a preventative measure, we introduced

random drug and alcohol testing. Our policy

already includes provisions for us to conduct

random testing on safety critical roles, but to

ensure consistency and fairness, we will be testing

a random 10% of our work force per year, which

will include both site and office employees.

We already operate a ‘for cause’ testing service,

where drug and alcohol tests are conducted if

there has been a serious safety related incident

or if there is suspicion of substance misuse.

The random testing has been introduced as

an addition to our current safety protocols,

to ensure that we are maintaining a safe

working environment.

Mental health awareness

Our Mental Health awareness week in 2025

focused on anxiety and shared information

on spotting the signs of anxiety and obtaining

support. The week consisted of; Anxiety

Awareness, A Self Care Challenge and a ‘Lunch

& Learn’ hosted by our wellness provider

Legal & General.

We have nine Mental Health First Aiders across

the business supporting colleagues and we

work with The Lighthouse Club, who provide

support for the construction community, along

with our Employee Assistance Programme (EAP)

with Spectrum Life (Legal & General), which

provides employees with access to a range of

wellbeing services.

We continue to communicate the benefits of

our private healthcare policy and health cash

plans, which support employees with their

healthcare requirements.

Cumbria Head Office,

Sales Meeting

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 51

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Nurturing talent building futures

Equality, Diversity and Inclusion

In our 2025 People Survey we saw some of the

biggest improvements along with the highest

sentiment of people feeling “I can be my

true self at work” and “I feel able to challenge

the inappropriate behaviour of others in the

workplace”.

In addition, 98% of people feel that “People of

all backgrounds are respected and valued in

Gleeson.”

EDI strategy and training

We launched our Equity, Diversity and Inclusion

strategy during the year. Our mission is to foster

a culture that proactively embraces diversity

and inclusion, where individuals are valued,

respected and empowered to thrive. Our

strategy outlines how we will achieve our mission

by concentrating on four strategic pillars under

the acronym REAL; Recruitment, Environment,

Agenda & strategy and Learning.

As part of this, we trained one-third of the

workforce through our ‘Leading an Inclusive

Culture’ workshop. We delivered this first phase

of training to assist managers and leaders in

the business with the tools and confidence to

navigate our EDI Strategy, and followed this up

with a ‘Lunch & Learn’ for the wider business.

HBF’s Women into Homebuilding

Programme

In November 2024 we sponsored our first two

work placements with the HBF’s Women into

Housebuilding programme. This programme

is about the industry actively working to bring

about stronger female representation in site

management roles. This includes attending a

virtual insight week through the HBF followed by

a two-week site based work placement. We have

continued to sponsor the programme, hosting

four work placements as part of the spring

cohort in May 2025.

Preventing sexual harassment

in the workplace

In February 2025, we launched a campaign

to reiterate our commitment to prevent

bullying, harassment or discrimination at

work. Throughout the campaign we delivered

a number of initiatives to raise awareness

around sexual harassment, how to report any

incidents, how to be an active bystander and the

behavioural expectations of all colleagues. We

delivered these messages through a number

of different channels including a ‘Lunch &

Learn’, essential eLearning, posters, a ‘Toolbox

talk’, incorporating the campaign into our Line

Management Training and revising our Anti-

harassment and Bullying policy to ensure that

it addresses all forms of bullying, harassment or

discrimination at work.

Assistant Site Manager, Sales Executive

and Site Manager at Manor Fields, Pinxton

MJ Gleeson plc Annual Report & Accounts 202552

People CONTINUED

Values and Culture

Investing in skills

We have a long standing and active

apprenticeship programme covering many areas

of the business. We are committed to ensuring

that over 5% of our employees are on ‘earn and

learn schemes’ which includes apprenticeships,

trainees and graduates. This year we exceeded

that target, with 10% of the workforce in earn and

learn roles.

Graduate programme

In 2025 we launched our new two-year multi-

discipline graduate scheme. We have appointed

seven new graduates into these roles across

the business in a variety of disciplines including;

commercial, technical and construction.

The successful graduates will start with the

business in September 2025 to embark on the

two-year programme, including attending

skill development workshops in areas such as;

Critical Thinking & Problem Solving, Negotiation

& Influence, Confidence & Assertiveness and

Commercial & Finance.

Apprentices

Our apprentices get an average of two years

on-the-job training and an NVQ (or equivalent).

In many cases, they stay on with us for further

training or move into permanent roles. Gleeson

is proud to work collaboratively with the NHBC,

with many of our apprentices utilising the NHBC

training facilities.

Early Talent Ambassadors

This year we invited colleagues who are

passionate about Early Talent pathways and

engaging with local communities to become

Early Talent Ambassadors. We have ten

ambassadors across the business whose roles

are to build strong working relationships with

local schools, colleges and universities, attending,

hosting and facilitating a variety of events

to educate and attract future talent into the

construction industry.

■ We hosted students from Harrison College

who, as part of National Careers week, visited

our Firbeck Fields development. The purpose

of the visit was to increase the students’

knowledge of the roles that are available

within the construction industry.

■ In turn, our Early Talent Coordinator attended

Harrison College to see how the college

supports their students to enhance their

employability skills through a variety of

lessons and projects.

■ We held an Early Talent Celebration event

to recognise the achievements of our Early

Talent at Gleeson. Jon Flatman, CEO of

Barnsley Football Club joined the session to

talk about his history and give some advice

on how to build a successful career.

Investors in People

We are fully accredited by Investors in People

and were delighted to achieve the ‘We invest

in People GOLD level’ accreditation this year.

Gold accreditation is only achieved by 28% of

organisations and, at the heart of it, it means that

we are creating a supportive environment where

everyone strives to create a better workplace.

The accreditation process involved collecting

feedback from across the business, allowing

us to learn what we are doing well, and where

further improvements can be made. We were

delighted to hear positive feedback that we are

moving towards a culture of empowerment and

ownership. We have a more vibrant culture and a

values-led approach, and they observed that we

have motivated people working at Gleeson who

are full of passion, purpose and who are keen to

collaborate within their teams. We continue to

work in collaboration with IIP and our colleagues

in building our roadmap to making Gleeson an

even better place to work.

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MJ Gleeson plc Annual Report & Accounts 2025 53

Sustainability Pillars

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SASB

Building careers

Learning and development

Our aim is to continue to allow colleagues to

grow and maximise their potential at work. We

support our colleagues in tailored ways, some of

which are set out below.

Talent mapping and

succession planning

We conduct regular talent mapping and

succession planning across the business, to

assess key strengths and target development

needs to ensure that learning and development

interventions are appropriately tailored.

Leadership and management

development pathways

We continue to strengthen our learning and

development pathways, including:

1. Gleeson Skills Development Programme

(GSDP) (Basic) – Introduction to Leadership

& Management at Gleeson. This programme

is a two-day course targeted at Foundation

level colleagues within the Gleeson

Competency framework. It provides

introductory training to the skills, knowledge

and behaviours required for leadership and

management roles.

2. GSDP (Intermediate) – Intermediate level

training for Leadership & Management

targeting colleagues who are at the

Operational level within the Gleeson

Competency Framework, specifically middle

management. This programme is built

to enhance leadership and management

knowledge, skills and behaviours.

3. Gleeson Leadership Development

Programme (GLDP) (Advanced) – Advanced

level training for Leadership & Management,

targeting colleagues who are at the

Tactical-Strategic level within the Gleeson

Competency Framework, specifically senior

leaders across the business.

All programmes consist of classroom-based

training, professional qualifications, 360 degree

feedback and 1:1 coaching.

Gender pay gap

In 2025 our median gender pay gap was 4.8%

in favour of men (2024: 7.6% in favour of men).

Our gender pay gap fluctuates year on year

depending on the number of women in senior

positions – in two out of the last six years the

pay gap has been in favour of women. 47% of

women now occupy the upper two pay quartiles

compared to 45% in 2024, which has caused the

gap to reduce this year. The gap arises as a result

of men and women occupying different roles

in the business, which leads to a gap between

the median paid male versus the median paid

female.

Further information about our gender pay gap,

and what we are doing to address it, is included

in our Gender Pay Gap Review, which is available

at www.mjgleesonplc.com.

Chloe,

Springfield Meadows, Bolsover

MJ Gleeson plc Annual Report & Accounts 202554

People CONTINUED

Nurturing Talent

Recognising and valuing our people

Gender breakdown

Chair

Executive Directors

Non-executive Directors

1 2

Senior management

Other employees

461

227

Male

Female

Communication and engagement

We recognise the importance of keeping

employees informed and do this in a number

of ways, including a weekly newsletter, employee

roadshows, our intranet (‘The Hub’) and

‘Lunch & Learns’.

■ Lunch & Learns – to enhance communication

along with appreciation and understanding

for what departments do across the business.

■ Regional Board Meetings – we hold monthly

board meetings at regional locations based

on a rotation. This enables the Executive

Board to attend these meetings within

regions and has also increased presence on

site visits to enhance contact with business

leaders for all levels of the organisation.

Real living wage

We were the first listed housebuilder to be

accredited by the Living Wage Foundation for

paying our employees a 'real' living wage, an

independently calculated rate of pay that is

based on the actual cost of living. We ask all of

our subcontractors to pay their employees in

accordance with the Real Living Wage when

working with Gleeson. The Real Living Wage

covers all employees aged 18 and over, with the

exception of apprentices.

Recognition

We have a number of employee recognition and

reward schemes including Gleestar, a monthly

recognition scheme and Gleesave, an employee

discount scheme. These are in addition to

healthcare incentive plans, a generous pension

scheme and our Sharesave scheme which

allows employees to invest in the success of the

business in a tax efficient manner.

Group Technical Team

at Head Office

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MJ Gleeson plc Annual Report & Accounts 2025 55

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Building communities

Gleeson’s belief is that ‘we don’t just build

homes – we build communities’. This year, to

re-enforce this, we have launched our refreshed

Communities Strategy. Whether we are working

with local schools, supporting grassroots sports

teams, or backing community-led projects, our

goal is to make a genuine, lasting difference.

Our six point pledge to the community highlights our commitment to building affordable homes on

sustainable developments and will underpin our engagement with the community.

Our commitment to your community

Make homeownership affordable

A working couple, both earning the

National Living Wage, can afford to

purchase a home at any one of our

developments.

Communicate openly

Maintain transparency through public

consultations, newsletters, and online

updates, and respond to community

concerns promptly.

Invest in local infrastructure

Collaborate with local authorities to

deliver meaningful infrastructure

improvements through section 106

agreements and other means.

Support local employment

and skills

Wherever possible, prioritise local suppliers

and labour, and promote apprenticeships

and training opportunities, to benefit the

local economy.

Build sustainably and responsibly

Design and construct developments

that enhance the local economy, benefit

the environment and wildlife, and

improve wellbeing.

Enhance the community

Reduce environmental impact through

sustainable practices and actively support

local causes and initiatives.

■ Each development will support at

least one local community initiative,

whether this is in the form of donating

time, resources, materials, or a financial

contribution.

■ Our strategy focuses on supporting

projects that interlink with our business

objectives, such as the environment

and sustainability, health and wellbeing,

skills and training and focusing on

challenging and deprived communities.

■ We will communicate openly with our

communities in the form of regular

newsletters, online updates and, in

some regions, open consultations.

■ We are looking to foster stronger

collaboration with our supply chain to

ensure we can support further projects

with wider buy-in.

MJ Gleeson plc Annual Report & Accounts 202556

Communities

Helping to reduce crime

Reduction in crime rate

23.1

17.5

8.8

8.0

-24%

-9%

AfterBefore

England

Area of Gleeson site

Crime rates in areas of high crime

before and after Gleeson Homes develop

Anti-social behaviour Burglary, robbery & theft

6.9

3.9

5.2

2.9

AfterBefore AfterBefore

Source: PoliceUK

We consider the design and layout of our

developments carefully, with safety and

community being a key aim.

In the high-crime areas in which Gleeson has

built homes the crime rate has fallen by 24%.

This is 15% more than the 9% average reduction

in crime seen across England during the same

periods. We achieve this by building homes that

local people can afford, and designing security

and community benefits into our developments.

Local residents should be able to buy a home

in their communities. We only develop sites on

which homes will be affordable to buy. When

we purchase a site, we test this by ensuring

a meaningful proportion of our homes can

be bought by a couple earning the National

Living Wage.

In the year to 30 June 2025, more than three

quarters of our homes were sold at a price that a

couple on the National Living Wage could afford.

We do not seek to gentrify areas by moving

wealthier people in and forcing out local

residents – we regenerate to ensure that

local residents have access to affordable,

high-quality homes.

Parsons Cross, Sheffield,

South Yorkshire

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Building quality homes

Uncompromising quality

in every brick

We ensure that our homes appeal to a

wide range of customers. A Gleeson home

incorporates many of the same features

and specifications as homes built by other

housebuilders, from door handles to kitchens,

but our price point makes a Gleeson home

more affordable. We regularly refresh our house

types and optional extras, keeping in mind the

needs of our customers and their budget. Our

house type range now includes the addition

of bungalows and a range of elevations which

are sympathetic to local areas and planning

requirements, as well as the introduction of

2.5 and 3 storey house designs. We have also

developed our range to suit different local

authority needs, such as housing density, which

helps us to secure a wider range of sites.

We design our homes to take into account the

latest building standards, emerging trends

and feedback from customers. This includes

incorporating more space for storage, working

from home, and energy-efficient design. We

carefully select our suppliers and specify the

products used in order to achieve the best

value for our customers, without compromising

on quality.

Older existing housing stock is frequently

draughty and cold. Data on new EPCs registered

in the year to June 2024 shows that only 15%

were rated A or B*, whilst 96% of Gleeson homes

sold in FY2025 were rated A or B.

* For Gleeson style homes, excluding flats, bungalows

and maisonettes.

NHBC Pride in the Job Awards

Quality is a key area of focus for all of us and our

people strive to achieve it.

This year, two of our site managers were

honoured with the prestigious NHBC Pride in

the Job Quality Award 2025, with Paul Jackson

at Rhodes Point in South Yorkshire winning for a

second year running. The Pride in the Job awards

demonstrate a commitment to excellence. Pride

in the Job, which is currently in its 45th year, is

highly regarded in the industry and the awards

are designed to inspire site managers in making

their mark and leaving a legacy of homes built to

the highest quality standards.

The winners of the 2025 award were Paul

Jackson, Senior Site Manager at Gleeson’s

Rhodes Point in South & West Yorkshire and Rick

Harris at Bracken Park, East Yorkshire.

Gleeson Quality Charter

The Gleeson Quality Charter is our commitment

to a quality home and quality service all the way

through the buying journey and beyond.

STRIVING FOR FIVE-STAR

BUILD AND SERVICE

1. We believe that affordable should not

mean low quality or poor service.

2. We use third-party inspectors to

undertake additional, independent

quality checks throughout the build

process.

3. We engage a third-party survey

company to undertake independent

surveys of all of our customers.

Just under 90% of our customers

recommended Gleeson.

4. We provide all of our customers with

access to MyGleeson, a customer care

portal.

5. We achieved four-stars during the

year and are on track to regaining the

highest five star rating this year.

Rick, Pride in the Job

at Bracken Park

MJ Gleeson plc Annual Report & Accounts 202558

Communities CONTINUED

Affordable homes for the people

who need them most

A couple working full time on the National Living

Wage can afford to buy a Gleeson home on

any of our developments. We are committed to

ensuring this remains the case and build this

into our site purchase criteria. This benchmarks

the open market sales prices of a two-bedroom

home. In 2025, 78% of the homes we sold met

this affordability criteria.

We offer a number of purchasing options,

including:

■ First time buyer assist – extra help to first

time buyers

■ Shared ownership – buy a share of the home

and pay a monthly rent at a lower overall cost

than renting

■ Own new – provides access to lower

interest rates

■ Deposit Unlock – helping to buy with a lower

deposit

■ 100% mortgages – buy with no deposit with

selected lenders

■ Cash incentives – up to 5% on selected plots

■ Part exchange – part exchange through

Property PX Group, a third-party provider

■ Smooth move – assistance with home sales

and contribution towards estate agent fees

■ Key worker and armed forces incentives

These products enable us to offer our homes

to a wide range of customers. We historically

had a higher proportion of first-time buyers,

and we expect this to increase again as interest

rates fall and customer confidence returns. We

are also well positioned to sell to home-movers,

downsizers and retirees with our increased range

and refreshed marketing appeal. Equally our

product appeals to investors and social housing

providers, both in terms of its price-point and

quality.

Home ownership versus renting

According to Zoopla, average rents have

increased by 2.8% over the last 12 months to April

2025 which is the slowest rate of growth seen in

the last four years. However, over the last three

years, rents have grown by 21% compared to 4%

for house prices, and rental supply remains 20%

below pre-pandemic levels. High rents coupled

with a supply and demand mismatch mean an

ongoing challenge, particularly for low to middle

income renters, where this is a lack of affordable

rental supply.

It remains cheaper to buy than to rent, with an

average two-bed home costing £167 per week

compared to the equivalent rental cost of £213. In

addition, our homes are highly energy-efficient

using 49% less energy than the average home,

and costing £13 less per week to heat. Buying

a new home means lower maintenance costs,

with customers able to tailor their property to

their needs.

All mortgage payments based on mortgage payments

on 85%/90% LTV, five year fixed, 35 year term at

4.39%/4.67% (average mortgage from Rightmove)

on Gleeson average OMS ASP on last 12 months

completions to June 2025. Rented house new lettings is

based on new lettings in June 2025 from OnTheMarket.

Sophie and Oliver, Tyrone,

Sands Reach, East Yorkshire

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Community matters

Laying foundations for success:

Gleeson and Sheffield Hallam

collaborate for student growth

With a growing need to attract more young

people into the construction and housebuilding

industry, Gleeson was delighted to partner with

Sheffield Hallam University to support their Project

Management students as part of their academic

programme.

Our Pre-Development team collaborated with the

University to design a practical learning experience

aligned with the students’ curriculum. Gleeson

arranged for students to visit our Homesteads

development in Goldthorpe, where they received

an in-depth site tour. The visit focused on the

day-to-day responsibilities of the site manager,

including project delivery, stock control, and

workforce management, which are core elements

of their project management studies.

The students were highly engaged, asking

insightful questions and demonstrating a strong

interest in the practical application of their learning.

Following the visit, they presented their findings

to a panel of tutors and our Pre-Development

Director, Russell Thompson, as part of their course

assessment.

To deepen their understanding, Gleeson offered

students the opportunity to shadow a site manager

for a day, providing real-world insight into the role.

One student spent the day with our Site Manager

at The Homesteads, gaining valuable experience

and exposure to the realities of site management.

The collaboration proved to be a great success.

Sheffield Hallam University reported that this

module achieved the highest attendance rate

among the cohort, boosted student engagement,

and provided a very notable increase to academic

performance.

The university has expressed a strong interest in

continuing the partnership into the next academic

year, an initiative Gleeson is excited to support as

we continue to nurture future talent and champion

careers in housebuilding.

Corporate charity – over £50,000 to

The Lighthouse Charity

In 2024, we proudly became an official company

supporter of The Lighthouse Charity, which

provides vital emotional, physical, and financial

support to those working in the construction

industry. Over the year, our teams embraced the

cause with enthusiasm, raising funds through

bake sales, regional golf tournaments, and

the highlight of our fundraising calendar, the

Gleeson Charity Gala.

The black-tie event welcomed over 360

guests, including suppliers, subcontractors,

agents, solicitors and colleagues from across

the business. The evening was a tremendous

success, raising over £49,000 through generous

donations and a charity auction. In total, Gleeson

raised over £55,000 for The Lighthouse Charity

in the year, and we are proud to continue our

support for this important cause.

Tees Valley Tyne and Wear –

Local school and MP community

engagement

Dr Sam Rushworth MP returned to our Bracks

Farm development to take part in a hands-on

bricklaying session with students from Bishop

Auckland College. This visit followed his initial

engagement in February, in which discussions

focused on improving access to homeownership

and addressing the shortage of skilled

tradespeople. A former landscape gardener,

Dr Rushworth has shown strong interest in

connecting education with practical industry

experience. The visit highlighted our commitment

to building affordable homes and promoting

careers in construction. For the students, it was a

valuable and rewarding opportunity to apply their

learning in a real-world setting.

MJ Gleeson plc Annual Report & Accounts 202560

Communities CONTINUED

South Yorkshire Askern Scouts – Beyond

the build: Gleeson's lasting legacy in

communities

For many years, Askern Scouts has served as a vital

community hub for children and families in Askern and

the surrounding areas. Operated entirely by dedicated

volunteers, the facility has provided a safe, nurturing

environment where young people can learn, grow, and

thrive. In September 2024, the Scout facilities were

unfortunately vandalised and stripped of valuable

items, leaving the organisation without the resources or

infrastructure to continue its work.

In response to a public appeal for help, Gleeson, alongside

many generous local businesses, stepped in. Although

we are not currently building in Askern, we have delivered

two developments in the area and remain committed to

supporting the communities we have helped shape. As

part of our contribution, Gleeson donated show home

furniture to refurnish the space. The Scouts organisation

had also been working towards the transformation of

an overgrown grassed area into an outdoor learning

space. After discussing their vision, Gleeson was proud to

support the Scouts in clearing out the overgrown weeds

and bushes to create a maintainable and usable space.

The outdoor area is an essential feature for delivering

authentic Scouting experiences.

This collaboration highlights the strength of community

spirit and the importance of standing together in times of

need. The Askern Scouts leader and full-time firefighter,

Matt Nicholas, commented “Gleeson's generous donation

of time, effort, and physical contributions has been

instrumental in allowing us to carry on offering the

community of Askern a positive facility. It is clear the

business is passionate about making the community a

better and safer place for the current residents, too. Thank

you again!”

East Yorkshire – donation to

SEED

In November 2024, our Yorkshire East team

welcomed Gemma Oaten, CEO of SEED

Eating Disorder Support Services, along

with co-founders Marg and Dennis Oaten,

to officially open three new show homes at

our latest Hull development. Founded in

Hull in 2000, SEED provides vital support

for individuals and carers affected by eating

disorders. As part of the opening weekend,

Gleeson proudly donated £3,695 to SEED,

reinforcing our commitment to meaningful

community engagement through our

Community Matters programme.

Gleeson Land – Step by Step

Step by Step supports local young people

who are going through hard times. They

provide accommodation, specialist support,

and personal development opportunities

that identify and fulfil aspirations. They help

empower young people to become thriving

members of the community.

Gleeson Land raised over £11,000 through

a charity quiz night for consultants and

land agents, a sponsored sky-dive and

other donations. In all, this was outstanding

amount that will go a long way to supporting

young people who are facing difficult times.

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Supporting journeys, building futures

When Emma began her search for a first home,

her priorities were clear: affordability, location,

and the ability to personalise it. She found her

ideal property with Gleeson, a two-bedroom

semi-detached home that met all her criteria.

"As a solo first-time buyer, this was the perfect

size for me", she said. The property has a spacious

kitchen and lounge, as well as a south-facing

garden. "After viewing, I couldn’t walk away from

this fantastic home without reserving it, and I’m

so glad I did."

Emma was drawn to Gleeson not only for its

competitive pricing but also for its compelling

product and standout customer support. "I knew

that I was getting a good deal with Gleeson and,

as a first-time buyer I found the support Gleeson

offers to their customers is excellent, and that

drew me to purchase with Gleeson even more."

As an operating department practitioner for the

NHS, Emma valued the streamlined process. "My

journey with Gleeson has been amazing. The

CASE STUDY

First-time buyer and

solo-homeowner

Buyer: Emma, 24

Occupations: Operating

Department Practitioner for

the NHS

Date of purchase: November 2024

Development: Safari, Knowsley,

Merseyside

House type: 2 bedroom,

semi-detached Kerry

Purchase price: £164,995

Mortgage cost: £807 per month

team at Safari supported me every step of the

way, whether that was providing build updates

or just checking in. I am so grateful for their help

and support."

Before buying, Emma lived with her parents. "I

considered renting for a couple of months, but

purchasing a home outweighed the benefits

of long-term renting. Renting an apartment in

the city centre would have cost me just as much

monthly as starting my first mortgage."

Emma describes the purchasing experience as

stress-free and would recommend Gleeson to

other buyers. "The team is always a phone call,

email or visit away and will assist you with any

queries or problems you may have, even after

you have received your keys."

Looking ahead, she remains positive about

her investment. "I am pleased with my

neighbourhood. My neighbours, who I have met

so far, are lovely, and I couldn't be more grateful

for that."

MJ Gleeson plc Annual Report & Accounts 202562

Communities CONTINUED

Customer experience

Shaun and Debbie, along with their children

Shelley and Liam, recently moved into their new

home at Gleeson’s Monarch Green development.

Their primary focus was finding a property

suitable for Shelley, who has HADDS Syndrome,

and required a home with enhanced accessibility

features.

"We chose this house because it was perfectly

adapted for our daughter, Shelley. The wide

doorways for wheelchair access, the downstairs

wet room, and the overall accessibility

throughout the house made it ideal for our

situation. Other housebuilders we looked at in

the area didn't offer these features and would

have required special adaptations. However,

what Gleeson offered was already perfect for us

and the needs of our family."

“As second-time buyers, we used the Smooth

Move scheme, which we found to be incredibly

helpful. We chose a new build home over a

second-hand home or renovation project

because we wanted minimal disruption, and

this house type was already adapted to support

Shelley’s needs.”

Energy efficiency was another benefit. “The

house is also highly efficient, and our energy

bills are more affordable and easier to manage

compared to our previous property, which was

an older property.”

Gleeson’s customer service and flexibility were

key throughout the process. “Gleeson supported

us throughout the entire house-buying journey.

We had to wait until we sold our previous home,

and Gleeson kept us updated on the completion

date and progress. We ended up moving in

much sooner than we expected.”

Since moving in, the home has had a significant

positive impact on family life. “Our Gleeson home

has made our lives so much easier. The carers

can easily take Shelley outside and do activities

with her, and the house also provides us with

privacy upstairs while the carers are here.”

The family also appreciates the environment

around them. “There’s a real sense of community

spirit on our development. We have a lovely

neighbourhood, everyone is really friendly and

supportive, and it's not overly loud or busy, which

is great for Shelley.”

“We would definitely recommend Gleeson to our

family and friends, and other families who have

a family member with a disability. This house has

really made a difference. Our advice would be to

enjoy every moment of buying a new home; it's

been such a special time in our lives."

CASE STUDY

Second-steppers and

Smooth Move Scheme

Buyers: Shaun, 54 and Debbie, 49 with

their children, Shelley, 27 and Liam, 25

Occupations: Debbie is a full-time carer

for her daughter and Shaun is a Team

Leader in a factory

Date of purchase: January 2025

Development: Monarch Green,

Willington

House type: 3 bedroom, semi-

detached Glin

Purchase price: £169,995

Schemes used: Smooth Move

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A home for everyone, a community for all

Ronit and Pooja took their first step onto the

property ladder, moving from a rental property

into a new-build home at Gleeson’s Northbeck

Grange development in Bradford. After years

of renting, the couple now enjoy the long-term

financial and lifestyle benefits of homeownership.

“Before moving into our new home, we were

renting a 2 bedroom home for £800 per month,

which is equal to what we are now paying for our

mortgage,” said Ronit. “It's amazing to think that

we are now investing in our own property instead

of paying rent towards someone else’s mortgage!”

Their decision to purchase with Gleeson was

driven by the combination of affordability, design,

and efficiency. “We fell in love with the design

of the Kerry house style. Having two bedrooms,

which are almost equal in size is perfect for a

couple or even a small family. We decided to go

with Gleeson because we wanted a new build

home that was energy efficient.”

The couple noted the high cost of renting and

utilities in their previous property as a key motivator

for the switch. “Paying rental costs and expensive

bills in our previous home made us realise that

buying a property with Gleeson was a better option.

We researched and met with the sales team, who

made the process so easy to understand – it made

our experience even more exciting!”

Efficiency and speed of moving were additional

factors. “One of the main selling points for us was

the timeline involved from reservation through to

completion. You can have your own house in just

a few months!”

Buyers: Ronit, 31 and Pooja, 29

Occupations: Ronit is an

Engineering Planner and Pooja

is a Litigation Claims Handler

Date of purchase:

December 2024

Development: Northbeck

Grange, Bradford

House type: 2 bedroom,

semi-detached Kerry

Purchase price: £169,995

Mortgage cost: £800 per month

Previous rent: £800

CASE STUDY

First-time buyers,

renting previously

Gleeson’s customer experience also left a

strong impression. “Our journey with Gleeson

has been incredible, from the first enquiry we

made, through to reservation and receiving the

email saying 'Congratulations!' Our religious

housewarming ritual was welcomed and

accommodated, with the sales and build team

embracing it and joining in too.”

Now settled into their home, the couple is

embracing both the space and the community.

“The community has been wonderful, there

are a number of different cultures here, which

is amazing. Our neighbours are fantastic, and

everyone is new and settling in, making new

friends together.”

Their message to future buyers: “Visit the site, see

the show homes, check your budget, and speak

with the Sales Executive. We are sure you will

find your dream home just like we did.”

MJ Gleeson plc Annual Report & Accounts 202564

Communities CONTINUED

Customer experience

Jayne and Karl made the decision to downsize

from their 4 bedroom property after their son

moved out. With retirement in sight, the couple

chose a new-build Gleeson home as the ideal

space to begin the next chapter of their lives.

“We hope this is our last move,” they shared. “We

are in our 60s and have downsized from a larger

four-bedroom home. After 45 years of marriage,

we are looking forward to settling into our new

home and hoping to see a bit more of the world

as we love travelling.”

They chose their three-bedroom Glin, as they

were attracted by its spacious kitchen-diner

and southwest-facing garden. Affordability and

energy efficiency were also key factors in their

decision. Since moving in, they have found that,

with excellent insulation, they use the heating

much less than before and this lowers their

energy bills.

Customer experience played an important role

in the success of their purchase. “The process

of buying our home was very straightforward,

pain-free, and quick, thanks to the sales and site

team” they said.

The move has also provided the couple with a

new project for retirement. With their previous

home fully renovated, the new build offers a

fresh start. “This new home offers a blank canvas

to build on and make our own” they noted.

Location and timing were also instrumental in

their decision. The home’s position at the back

of a quiet development, adjacent to a cricket

field, appealed to their desire for a village-style

environment. “It feels more like a village location,

which is perfect for us” they explained. “The

timing was right as we were still young enough

to move relatively easily but ready to downsize

and start the next phase of our lives.”

Jayne and Karl see this as their forever home,

“Unless we win the lottery” they joked, “then we

might buy another Gleeson home!”

CASE STUDY

Downsizers and cash buyers

Buyers: Jayne and Karl, both 65

Occupations: Jayne is a retired

School Teacher and Karl is a

Driving Instructor

Date of purchase: July 2024

Development: Monarch Green,

County Durham

House type: 3 bedroom,

semi-detached Glin

Purchase price: £167,000

Mortgage cost: N/A – cash

purchase

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 65

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Committed to cutting our carbon footprint

Target year

Baseline

2022

Near-term

2032

Net-zero

2050

Absolute scope 1 and 2 energy and industry emissions

Reduction from 2022 baseline 50.4% 90%

Target emissions (tonnes CO

e) 3,713 1,842 371

Scope 3 Intensity per m

of homes sold

Reduction from 2022 baseline 58.1% 97%

Target emissions (tonnes CO

e per m

) 2.149 0.900 0.064

Absolute FLAG emissions

Reduction from 2022 baseline 36.4% 72%

Target emissions (tonnes CO

e) 11,029 7,015 3,088

The SBTi is a partnership

between the Carbon

Disclosure Project, United

Nations Global Compact,

World Wildlife Fund and World Resources

Initiative and the most widely recognised

pathway to decarbonisation. It is aligned to the

Paris Agreement’s objective to work together

worldwide to limit the global temperature

increase to 1.5°C from pre-industrial levels.

We are committed to reducing our impact on

the environment. In the year we have set near-

term and net-zero carbon reduction targets,

underpinned by robust decarbonisation

plans. The whole organisation is working

towards achieving these goals. In addition to

our carbon plans, we have implemented new

policies and strengthened our environmental

compliance team.

Near-term and net-zero targets set

We are pleased to announce that we received

validation of our near-term and net-zero targets

from the Science Based Targets initiative (SBTi)

in the year. The validation of targets by the SBTi

is a hugely important milestone for the Group,

demonstrating our ongoing commitment to direct

climate action through decarbonisation across our

operations, supply chain and in-use emissions.

Our target commitments are:

Overall net-zero target

MJ Gleeson plc commits to reach net-zero

greenhouse gas emissions across the value chain

by FY2050.

Near-term targets

Energy & Industry: MJ Gleeson plc commits to

reduce absolute scope 1 and 2 GHG emissions

50.4% by FY2032 from a FY2022 base year.*

MJ Gleeson plc also commits to reduce scope 3

GHG emissions 58.1% per m completed floor area

within the same timeframe.*

* The target boundary includes land-related emissions and

removals from bioenergy feedstocks.

FLAG: MJ Gleeson plc commits to reduce absolute

scope 1 and 3 FLAG GHG emissions 36.4% by 2032

from a 2022 base year.* MJ Gleeson plc commits to

no deforestation across its primary deforestation-

linked commodities, with a target date of

31 December 2025.

* The target includes FLAG emissions and removals.

Long-term targets:

Energy & Industry: MJ Gleeson plc commits to

reduce absolute scope 1 and 2 GHG emissions 90%

by FY2050 from a FY2022 base year.* MJ Gleeson

plc also commits to reduce scope 3 GHG emissions

97% per m completed floor area within the same

timeframe.*

* The target boundary includes land-related emissions and

removals from bioenergy feedstocks.

FLAG: MJ Gleeson plc commits to reduce absolute

scope 1 and 3 FLAG GHG emissions 72% by 2050

from a 2022 base year.*

* The target includes FLAG emissions and removals.

MJ Gleeson plc Annual Report & Accounts 202566

Environment

Roof

Windows & doors

Kitchen &

bathrooms

Other

(including waste)

13%

Roads & infrastructure

10%

Energy used on

site & offices

Heating &

plumbing

10%

Foundations and

substructure

12%

Plaster

finish 2%

Timber 2%

Insulation 2%

Cement 13%

Bricks 7%

Blocks 5%

Internal & external walls

31%

e to build a Gleeson home

51 tonnes

An average Gleeson home takes 51 tonnes of CO

e to

build – without further action this will rise to 54 tonnes

under the Future Homes Standard due to the increase

in size of properties, thermal insulation and increased

embodied carbon of alternative heating systems.

e to live in a Gleeson home

89 tonnes

The average Gleeson home adds 89 tonnes of CO

e of

in-use emissions over 60 years. The installation of air

source heat pumps and the decarbonisation of the grid

is expected to reduce in-use emissions to 40 tonnes of

e over 60 years once implemented in all homes. We

have reduced average in-use emissions from 106 tonnes

last year by installing air source heat pumps in 23% of our

homes sold.

Top 10 CO

e contributors in the

build process

Tonnes

of CO

e % of total

Cement mortar

7.6 15%

Bricks 3.7 7%

Fuel used on site 3.5 7%

Tarmac/bitumen surfacing 3.0 6%

Concrete blocks 3.0 6%

Ready mix concrete 2.8 5%

Windows and doors 2.4 5%

Radiators

1.9 4%

Cavity wall insulation 0.8 2%

Fibreglass roof materials

0.7 1%

Top 10 contributors

29.4 58%

Other contributors

21.7 42%

Total 51.1 100%

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 67

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Committed to cutting our carbon footprint

Establishing our targets

We have continued to enhance our understanding

of the greenhouse gas emissions throughout

our operations over the last four years and

are constantly developing our models and

assessments. Unlike many of our competitors, who

use a spend based approach, we have carried out

detailed assessments of each of our house types

using their bill of materials and relevant supplier

EPDs, or closest available information using a life

cycle assessment, to determine the emissions

generated in building each house and its related

infrastructure.

This more in-depth approach has allowed us to

model the emissions we expect in future periods,

taking into account growth in volumes anticipated

and house type mix. In doing so, it allows us to

more accurately identify the areas we want to

target to reduce our overall emissions.

Our validation by the SBTi is based on modelling

of our projected emissions to 2050 along with

proposed reduction initiatives to reach our targets.

Our GHG transparency is supported through

external assurance of baseline and current

emissions, with assurance provided by Grant

Thornton as set out on page 73.

The rigorous process for validation presented

challenges that we had not expected and, as a

result, we revised our targets and boundary to

include Forestry, Land and Agriculture (FLAG)

emissions, and set additional separate targets.

FLAG emissions, in the context of Gleeson, result

from direct land use change (DLUC), which is

FLAG scope 1, and upstream emissions associated

with the timber commodities we procure, which

is FLAG scope 3. The difficulty across the built

environment arises from the fundamental

fact that, to construct a home, land is required,

therefore land use change emissions will only

ever increase. Additionally, this area of carbon

accounting is still emerging, which means that

there is limited data and emission factors available

for calculating land use change emissions. As part

of the validation process we have committed to no

deforestation by December 2025. We continue to

operate in compliance with this commitment.

We have joined over 5,000 companies taking

direct climate action whilst continuing with our

mission of changing lives by building affordable,

high-quality homes, for those who need them

the most.

The Rowans,

Wigton, Cumbria

MJ Gleeson plc Annual Report & Accounts 202568

Environment CONTINUED

Reduction pathways

Scope 1 & 2 reduction plan

Total tonnes CO

FY22

FY24

FY26

FY28

FY30

FY32

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

FY50

Actual emissions

Forecast after planned carbon savings initiatives

Science Based Target assuming straight line trajectory

Near term 50.4% absolute reduction and long term

90% actual reduction

Scope 3 reduction plan

Tonnes CO

e per m

0.5

1.0

1.5

2.0

2.5

FY22

FY24

FY26

FY28

FY30

FY32

FY50

Actual emissions

Forecast after planned carbon savings initiatives

SBT per m

Near term 58.1% intensity reduction and long term

97% intensity reduction

Achieving our targets

Our decarbonisation pathway is set out in our

detailed carbon forecasts. Some of the initiatives

needed to achieve our targets have already been

initiated, with air source heat pumps being one

of the key steps needed to meet both near-

term and net-zero targets. Other initiatives are

dependent on supply chain decarbonisation,

and therefore engagement with our suppliers

will also be key to reducing our footprint. Our

plans are also partially dependent on other

factors outside of our control, such as the

decarbonisation of the electricity grid, and the

availability and viability of new technologies.

More information on the measures being taken

is set out on pages 70 to 72.

Progress against our targets

Scope 1 and 2 emissions

It remains a key priority to reduce our scope 1

and 2 emissions, and our Science Based Targets

validation sets out an absolute reduction target

for scope 1 and 2 emissions for near-term and

net-zero targets. We have already implemented

some of the measures to be taken as set out on

pages 70 to 72.

For the year, our absolute scope 1 and 2

emissions (excluding FLAG) decreased to 3,510

tCO

e (2024: 3,575 tCO

e). This is a reduction

of 2% from the prior year, and 5% from the

baseline year. Emissions are higher than the

straight line target of 3,120 tCO

e, but are in line

with our initial forecasts, which take into account

the timing of changes to newer technologies and

decarbonisation of the grid. The decrease in the

year reflects the reduction in car fuel as a result

of the gradual switch to electric vehicles, and

reduction of gas due to air source heat pumps

as an alternative to gas on site. Electricity use has

increased as a result of this switch, and holding

periods of show homes and stock plots, but at a

lower conversion factor as the grid decarbonises.

Fuel use on site is up marginally, with an increase

in the conversion factor of diesel increasing the

emissions in the year.

Scope 3

We are continually looking at ways to improve the

efficiency of our homes in use, and reduce the

embodied carbon of the materials we use to build

them. We will continue to increase the proportion

of homes incorporating existing initiatives, such as

air source heat pumps, as well as putting in place

new technologies and actively engaging with our

supply chain to identify lower carbon alternatives.

For the year, our scope 3 intensity decreased to 1.831

tCO

e per m

(2024: 2.073 tCO

e per m

), a reduction

of 12%. This reduction has been achieved through

the use of ASHPs as expected, along with the use of

concrete bricks. We are tracking slightly behind our

straight line target of 1.728 tCO

e per m

, however

we expect to be tracking below the straight line

target by next year.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 69

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Building towards our targets

Energy efficient air source heat pumps (ASHP)

Scope 3 emissions (tCO

100

120

140

160

180

Home with ASHPHome with gas boiler

Embodied emissions

In-use emissions

Air source heat pumps

The most significant carbon impact comes from

scope 3 emissions in building our homes and

from the emissions of our homes in use over

their life. For in-use emissions the single biggest

contributor is the heating system of the home,

which has typically been from gas boilers.

A key element of our transition pathway is the

installation of air source heat pumps in all of our

homes. We began this transition in June 2023,

with all homes started after that date having an

Air Source Heat Pump (ASHP), making them

net-zero ready in preparation for the UK grid

being fully decarbonised by 2035, or where our

customers move to a verifiable ‘green tariff’

with their energy supplier. This transition has

continued throughout the year, with us installing

418 ASHPs compared to 44 last year, giving a

carbon saving of 34,463 tonnes CO

e over the life

of the homes built. As we report on completions,

we continue to sell some homes with a gas

boiler, but this will be phased out far in advance

of our near-term scope 3 reduction targets.

Energy efficiency and EPC ratings

Our homes are already designed to be highly

energy efficient and 96% of our homes achieve

an EPC rating of B or above. In assessing the

2025 building regulations and the introduction

of air source heat pumps, we changed

our insulation methods to make further

improvements to energy efficiency. This will

reduce both the carbon emissions and the

heating costs of the home throughout its life.

Supply chain decarbonisation

The transition to lower carbon materials will

be pivotal in our plans to decarbonise. We are

conscious of the efforts being undertaken across

the clay brick industry to decarbonise, and clay

bricks remain a key construction material. We

have embraced lower carbon materials including

concrete bricks and reconstituted stone, and

over the past few years we have increased

the use of these, which provide a significant

reduction in embodied carbon over a traditional

clay brick. This year we have sold 554 homes

built using concrete bricks or reconstituted

stone. We continue to engage with our supply

chain to explore other lower carbon products

or alternative suppliers to enable us to offer

continuing quality whilst lowering embodied

emissions.

Air Source Heat Pump

at Harriers Croft, Lincolnshire

MJ Gleeson plc Annual Report & Accounts 202570

Environment CONTINUED

Emissions and targets

Supply Chain Sustainability School

Since 2022 we have been

partners of The Supply

Chain Sustainability

School (“the School”).

This enables us to upskill

colleagues and work

collaboratively with

other housebuilders,

subcontractors and

suppliers in the construction industry to achieve

common goals in delivering a sustainable

future. Throughout the year we engaged

with the School to help develop our fairness,

inclusion and respect (FIR) and equity, diversity

and inclusion (EDI)strategies. We are pleased

to have retained our Gold level of engagement

with the School.

We continue to engage with the School by

being involved with and contributing to

various working groups across sustainable

development themes:

■ Reviewed supply chain engagement targets

to focus on and set targets for those supply

chain partners who have a direct impact on

site efficiencies, for example groundworkers.

See targets and actions on page 81

■ Maintained Gold level of engagement

■ Maximised the FIR and EDI resources

■ Achieved a partner value of £120,340

■ Delivered 44 hours of training to staff and

subcontractors

In order for us to decarbonise to meet a 1.5°C

scenario, it is critical that our supply chain

decarbonises its operations. Through direct

liaison with suppliers and through the School,

we are trying to influence and work with

our supply chain partners to improve our

understanding of how we can ‘design out’

carbon from the homes we build in transition to

a lower carbon future.

In terms of direct action with our supply chain

partners, we are fully engaging with those

suppliers who provide products and materials

with the largest carbon impact to convey

our requirements for lower carbon products,

environmental product declarations and to

innovate. We feel that the housebuilding

sector can be really influential in supply chain

decarbonisation.

During the year, we launched our Supplier

Code of Conduct, which clearly sets out our

expectations of all supply chain partners across

key environmental, social and governance

issues. All existing suppliers and contractors

must sign acceptance to adhere to this and all

new suppliers must do the same as part of the

onboarding process.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 71

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Reducing build emissions

Caption

text goes here

Generators and grid connection

One of the largest opportunities within our

scope 1 and 2 reduction initiatives is gaining

early grid connections for our developments

and limiting the use of diesel generators on

site. Our electricity is purchased on REGO-

backed green tariffs. Combined with the UK

Government’s commitment to decarbonise the

grid by 2035, energy transition from burnt fuels

using generators to ‘mains’ electricity provides

significant carbon emissions savings. As part of

our processes, we target getting sites connected

to the grid at the earliest opportunity.

One of our sustainability actions this year is

to trial the use of LPG generators. We hope

to benefit from lower carbon emissions, less

noise and an improvement in local air quality

by emitting far less NOx, SOx and particulate

emissions when compared with diesel.

See pages 81 for our sustainability targets

and actions.

HVO fuel

As part of our scope 1 emissions reduction

initiatives, we previously identified the use

of hydrotreated vegetable oil (HVO), which

provides a significant carbon saving over

regular ‘white’ diesel. However, the demand for

HVO and the impact of the continued energy

and fuel pressures have resulted in the cost of

HVO soaring, making it commercially unviable

on certain sites. As a result, HVO accounted

for less than 1 % (2024: 1%) of total liquid fuels

that we used on site during the year. We are

continuing to monitor fuel costs and our fuel

policy continues to favour HVO over white diesel

where it is commercially viable and where we

are confident that the HVO supplied is truly

sustainable, ideally from certified UK feedstocks.

There have been various media reports and

investigations questioning the true sustainability

of HVO, including deforestation impacts on

developing countries, so this remains an area

that we are closely monitoring.

Reduce gas on site

The change to ASHPs eliminates the need for

gas on site, reducing emissions throughout the

build stage and in future show homes from the

use of gas. Whilst electricity will increase as a

result, ASHPs are more energy efficient, and as

the grid continues to decarbonise emissions will

continue to reduce.

Greener car fleet

We have increased the electric and hybrid car

offering on our fleet and encouraged employees

to take these up. We are reviewing our policy

around company cars and car allowance to

further reduce emissions in future years.

Other initiatives

We continue to explore and assess other

initiatives, including the use of alternative plant

and machinery, reduction of energy waste and

the improved positioning of site compounds as

ways of reducing our emissions on sites.

Tulip Fields,

Holbeach, Lincolnshire

MJ Gleeson plc Annual Report & Accounts 202572

Environment CONTINUED

Emissions and targets

Our GHG emissions in detail

The table below shows the energy usage and carbon emissions for the Group in line with the Streamlined

Energy and Carbon Reporting (“SECR”) requirements. Energy efficiency actions taken in the year are set out on

pages 70 to 72. All energy consumption and carbon emissions originate in the UK. Our carbon emissions are

calculated in accordance with the Greenhouse Gas Protocol – a Corporate Accounting and Reporting Standard.

Greenhouse gas emissions 2025

2024

2022

1,2

(baseline)

Scope 1 – combustion of fuel tCO

e 3,096 3,080 3,202

Scope 2 – electricity purchased for own use (market method)* tCO

e 264 256 234

Scope 2 – electricity purchased for own use (location method)* tCO,e 414 495 511

Scope 1 and 2 GHG emissions – combustion (market method) tCO

e 3,360 3,336 3,436

Total Scope 1 and 2 GHG emissions – combustion (location method) tCO

e 3,510 3,575 3,713

GHG intensity per home sold (location method) tCO

e 1.96 2.02 1.86

Total Scope 1 and 2 GHG emissions – including FLAG (location

method)* tCO

e 10,634 10,544 11,459

Scope 1 energy consumption kWh 13,495,346 13,817,027 14,197,513

Scope 2 energy consumption kWh 2,340,835 2,387,771 2,640,108

Scope 1 & 2 energy consumption* kWh 15,836,181 16,204,798 16,837,621

Scope 3 (Category 1a: Purchased goods and services- product) tCO

e 83,126 79,492 87,166

Scope3 (Category 1b: Purchased goods and services – non-product) tCO

e 207 307 489

Scope 3 (Category 2: Capital goods) tCO

e 821 923 1,346

Scope 3 (Category 3: Fuel and energy use) tCO

e 1,163 873 935

Scope 3 (Category 4 Upstream transportation and distribution) tCO

e 639 637 685

Scope 3 (Category 5: Waste generated in operations) tCO

e 48 52 114

Scope 3 (Category 6: Business travel) tCO

e 423 342 246

Scope 3 (Category 7: Employee Commuting) tCO

e 599 598 1,284

Scope 3 (Category 11: Use of sold products) tCO

e 159,124 187,474 215,145

Scope 3 (Category 12: End-of-life treatment of sold products) tCO

e 1,962 1,779 2,661

Total Scope 3 tCO

e 248,112 272,477 310,071

Scope 3 – GHG intensity per m

of floor area tCO

e 1.831 2.073 2.149

Total Scope 3 (including FLAG)* tCO

e 251,056 275,386 313,354

Total Scope 1, 2 and 3 (excluding FLAG) tCO

e 251,622 276,052 313,784

Total Scope 1, 2 and 3 per m

tCO

e 1.857 2.100 2.175

Total Scope 1, 2 and 3 per home sold tCO

e 140.34 155.79 156.89

Scope 1 and 2 FLAG emissions – direct land use change tCO

e 7,124 6,969 7,746

Scope 3 FLAG emissions – timber tCO

e 2,944 2,909 3,283

Total FLAG emissions tCO

e 10,068 9,878 11,029

We engaged Grant Thornton UK LLP to provide independent limited assurance over selected 2025 data highlighted in the above

table with a * symbol using the assurance standards ISAE 3000 (Revised) and ISAE 3410. The Group's full GHG Reporting Methodology

can be found at www.mjgleesonplc.com/sustainability

2022 and 2024 figures have been restated for changes suggested by the SBTi during their validation process.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 73

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Biodiversity, waste and water

We recognise the impact that housebuilding

can have on the environment. In addition to the

‘carbon cost’ of building and running a home,

there is also the impact on the land on which a

home is built. House building generates waste,

consumes water and can impact biodiversity.

The occupants of homes consume water and

send their wastewater to the sewer system for

treatment, and produce greenhouse gases

through heating and power.

Our long-standing core alignment with the

UN SDGs, alongside our established strategic

approach to build favouring brownfield land

or areas of higher deprivation, means we have

already made inroads in our sustainability

strategy over many years. We also increasingly

utilise more innovative and sustainable solutions

as they become available, both within and

adjacent to our operations, to ensure we build

and operate as responsibly as possible.

This year, we have placed further emphasis on

improving environmental management and

have recruited an Environmental Manager whilst

supporting their professional development to

become a Registered Practitioner through the

Institute of Environmental Management and

Assessment (IEMA), the global professional

body for anyone working in environment

and sustainability.

Waste

In the year, we diverted 98.8% (2024: 99.4%)

of waste generated away from landfill

through recycling or conversion to energy.

We continue with our target of zero waste to

landfill and we will achieve this by engaging

with specialist waste management providers

and implementing initiatives such as pallet

repatriation, reuse of waste materials on site and

engaging with our upstream supply chain to

minimise incoming waste such as packaging.

Over the past two years we transferred our waste

services to one of the UK’s largest waste service

providers to provide improved waste tracking

and enable us to establish waste intensity

reduction targets.

Whilst we feel that diversion from landfill rates

are important and is something we will continue

to track, reducing waste in the first instance is

more important. Therefore, for 2026, we have set

a target to reduce waste generated by 10% per

notional build. We continue to work with our

waste service provider and supply chain partners

to reduce incoming waste and maximise reuse

and recycling opportunities.

During the year, our total waste amounted to

7,200 tonnes (2024: 9,622), a waste intensity of

4.0 tonnes (2024: 5.4) per home sold.

Absolute waste has decreased by 25%, and our

waste intensity has decreased by 26%.

Site tour at Manor Fields,

Pinxton, Nottinghamshire

MJ Gleeson plc Annual Report & Accounts 202574

Environment CONTINUED

Emissions and targets

Timber

We source 99.9% of the timber we use in

construction from FSC or PEFC certified sources.

Water

Water stress

We typically acquire sites and build in areas of

relatively low water stress, being located in the

North of England and Midlands. For the year to

30 June 2025, 51% of the homes sold were in areas

of high water stress. In total, 37% of plots in the

Gleeson Homes land pipeline are classified as

being in an area of high water stress. We do not

undertake any water abstraction from ground or

surface waters.

Water usage

We recognise that water is a valuable resource.

This year we developed our water strategy to

address our water demand and aim to reduce

our reliance on licenced water supply. During the

year, we undertook a water and energy efficiency

campaign across the Group explaining how

colleagues can help to reduce water and energy

consumption, both at home and in the workplace.

We are continuing to evaluate the feasibility of

incorporating grey water usage into our operating

activities including rainwater harvesting and

the use of surface water during construction

for site processes such as dust suppression. We

are working to establish the tracking of water

consumption across the business with actual

usage data, rather than estimates, which will aid in

targeting areas of high water usage.

Water consumption 2025 2024

Cubic metres of water consumed 49,716 71,991

Cubic metres of water consumed

per home sold 28 41

Cubic metres of water consumed

per build site 654 911

Last year we reviewed and commenced rollout

of new water fittings and sanitaryware, providing

homes with dual flush toilets, low flow taps, water

efficient showers and baths and water meters.

As such we managed to improve water efficiency

further from an average of 104 litres per person per

day to 94 litres per person per day. This is 25% lower

than the maximum allowance of 125 litres per

person per day specified by building regulations.

We have considered the consultation to Part G of

the Building Regulations to align with Defra’s ‘Plan

for Water’ to reduce water consumption in new

build dwellings. The proposal is a staged reduction

towards 2025, 2030 and 2035 to reduce water

consumption to 105, 100 and 90 litres per person

per day respectively, with a further reduction to

80 litres per person per day in water stressed areas.

This means that we already satisfy the 2030 water

efficiency proposals and are well on the way to

satisfying the 2035 efficiency proposals.

Regenerating land

Our developments are typically located in areas

where there is a need for regeneration, including

areas of higher deprivation or brownfield sites that

would otherwise remain unused. Four out of five of

our homes sold are in the most deprived areas of

the country or on brownfield land.

Our developments are sympathetic to the

surrounding community, regenerating the area

and providing open space for nature, amenity

and wellbeing, and our biodiversity strategy and

BNG commitments help to ensure that the built

environment does not leave a negative impact

on biodiversity and nature. The use of Sustainable

urban Drainage Systems (SuDS) helps to alleviate

flooding by reducing the burden on traditional

drainage infrastructure whilst naturally removing

pollutants (in vegetated SuDS) and providing a

habitat for nature.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 75

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Homes in harmony with nature

Biodiversity and ecology

Our focus on building affordable, quality homes

where they are needed, means that we are

often building on brownfield land, which can

be biologically diverse. We are mindful of the

ecological impact that the clearance of land

and use of natural resources in building new

homes has; however, we also recognise the

opportunity for nature. Nearly 5% of land use in

England is for residential gardens. This provides

a real, tangible opportunity to create mosaics

of land to help biodiversity by planting and

creating habitats for nature to thrive.

Legislative requirements

Biodiversity Net Gain requirements came

into force in February 2024. From this date,

our developments are required, via the

Environment Act 2021, to create a measurable

10% gain to biodiversity, either through habitat

retention, enhancement or creation on site, or

by the funding of habitat creation offsite, and

safeguard it for at least 30 years. This is referred

to as Biodiversity Net Gain (BNG).

When we acquire land for development, these

sites are often brownfield, including land

contaminated with non-native, invasive plant

species. The land has often been left for many

years to naturally colonise and rewild, so it can

sometimes have a high biodiversity baseline.

Clearing land for remediation in readiness for

construction can have an initial short-term

detrimental impact on nature at the site but

provide a long-term benefit and legacy. We

consider biodiversity on our developments

from the design stage, considering each site

individually to try to retain valuable habitats as

well as considering our impacts on protected

species and habitats in the surrounding

area. Through planning regulation and our

own enhancements, we leave a net gain to

biodiversity and manage any protected species,

which have either been identified during

ecological surveys at the pre-planning stage or

during construction.

Our biodiversity strategy

Enhancements

Planting and landscape regime

focused on invertebrates and

pollinators. We plant trees,

hedgerows and shrubs prioritising

the use of native species. We only

plant non-native species when they

have a benefit to wildlife such as

providing berries for birds or nectar

for insects, or providing habitat for

shelter, breeding or hibernation.

To ensure hedgehogs do not lose

valuable foraging resource, we

will be incorporating hedgehog

highways into all new developments.

Hedgehog highways are holes or

gaps in fences to allow hedgehogs

to pass through otherwise

enclosed gardens.

Minimum 30% of homes include

a bird box or bat box. We try to

retain features that are of value

to bats such as hedgerows and

large trees, and provide insect

beneficial planting.

Engaging

To ensure the work we are doing

is meaningful, consistent and

beneficial to nature and biodiversity,

we continue our partnership with

Buglife, the only organisation in

Europe devoted to the conservation

of all invertebrates.

We provide a bug hotel and

wildflower seeds to new homeowners

with their welcome pack.

An electronic guide “Attracting

Wildlife to Your Garden” is provided

to all customers and the wider public

via our website, providing hints, tips

and advice for attracting wildlife.

MJ Gleeson plc Annual Report & Accounts 202576

Environment CONTINUED

Biodiversity and resources

CASE STUDY

Brownﬁeld site

Community and environmental impact

The development was welcomed by the local council

and community, who were pleased to see the land

repurposed to its full potential. The adjacent former

landﬁll was remediated as a 17-acre country park in

2014, creating a green buffer and recreational space

for residents.

Macaulay Park has since become a well-regarded

neighbourhood, contributing positively to the local

housing supply and enhancing the surrounding

environment.

Delivering affordable homes through

regeneration

With a total investment of £90 million, Macaulay Park

demonstrates how thoughtful planning and remediation

can unlock the potential of previously unusable land.

Gleeson Homes’ approach not only addressed the

environmental and engineering challenges, but also

delivered affordable housing in a location once deemed

unviable. The success of Macaulay Park highlights

the value of regeneration in creating sustainable and

inclusive communities.

Transforming a challenging

brownﬁeld site

Macaulay Park in Grimsby showcases Gleeson Homes’

ability to revitalise disused and complex land. The

development was built on a large brownﬁeld site

adjacent to the former Macauley Lane landﬁll, long

considered unsuitable for residential use. The site,

previously seen as a “dead end” on Grimsby’s locally

renowned “road to nowhere,” was transformed into a

thriving community of 220 affordable homes, bringing

new life to an area that had been dormant for decades.

Comprehensive land remediation and

engineering solutions

Due to its proximity to the former landﬁll, extensive land

remediation was essential. Specialist contractors removed

ground contaminated with arsenic, lead and PAHs and installed

gas membranes to prevent the migration of harmful gases. The

site also faced signiﬁcant ﬂood risk and soft ground conditions,

requiring substantial engineering interventions. Ground levels

were raised using large volumes of material, and parts of the site

underwent surcharging for up to 24 months to ensure stability

before construction could begin. These efforts ensured a safe and

sustainable foundation for new homes.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 77

Environment CONTINUED

Regenerating land

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Materiality matrix

Importance to Company

Importance to Stakeholders

Health & safety

Carbon emissions

Planning &

government policy

Land

Affordability

Build quality

Customer satisfaction

Employee engagement

Wellbeing

Training & skills

Equality & diversity

Climate change

adaptation & resilience

Waste & resource

management

Innovation and

sustainable supply chain

Biodiversity

Water resilience

In 2021, the Group undertook its first assessment to understand the most material sustainability

issues relevant to our business and engaged with a number of stakeholders including

shareholders, customers, employees and banks. The Group has this year re-engaged with

stakeholders to understand their latest views.

The findings helped shape our sustainability strategy

and enabled us to set targets and actions against

our most material sustainability issues across health

and safety, employee engagement, customer service

and carbon emissions. Since 2021, we have shown

an improvement in health and safety performance,

a more engaged workforce, increased focus on

customer satisfaction and we have developed a

robust decarbonisation plan across scopes 1, 2 and 3

with targets validated by the SBTi to achieve near-

term and net-zero carbon reduction targets.

During FY2025 we committed to undertake a new

assessment to identify whether there had been any

significant changes since 2021 and whether the

company, and its stakeholders, identified other issues

for prioritisation.

For the 2025 materiality assessment, we took a

five-step approach:

1. Identify material sustainability issues

We identified 16 sustainability issues relevant to

the Group. Based on an internal assessment, these

were then ranked in terms of relevant importance to

the Group.

2. Stakeholder engagement

Stakeholders, including shareholders, customers,

employees, banks, local authorities, partnerships,

suppliers and subcontractors were asked to share

their views and rank the 16 identified sustainability

issues. Follow-up calls with selected stakeholders

were also undertaken.

3. Prioritisation and selection

Based on our internal assessment and findings

from the stakeholder engagement process, five

sustainability issues were identified as most material

to the Group and its stakeholders:

1. Health & safety

2. Build quality

3. Affordability

4. Customer satisfaction

5. Land

4. Integration

The five most material sustainability issues form part

of the Group’s sustainable business strategy and

strategic priorities, approved by the Sustainability

Committee and the Board.

5. Review

The importance and relevance of the five most

material sustainability issues will be adjusted

as necessary in response to future changes and

stakeholder views.

MJ Gleeson plc Annual Report & Accounts 202578

Sustainability Materiality Assessment

Changes from 2021

For the 2025 assessment, there has been a slight shift

in priority from the 2021 assessment results. Health and

safety has replaced affordability as the most material

issue. Carbon emissions has dropped out of the top

five material issues, which we believe is due to the

progress made on our decarbonisation pathway. Land

has dropped from fourth place in 2021 to fifth place in

2025. Customer satisfaction now features in the top five

material issues. Further context to the top five issues is

provided below.

Rank 2025 2021

1 Health & safety Affordability

2 Build quality Build quality

3 Affordability Health & safety

4 Customer satisfaction Land

5 Land Carbon emissions

RISKS OPPORTUNITIES

Health &

safety

Health and safety is a priority across our business

and unsafe working practices, policies or procedures

could result in harm to employees, subcontractors

or site visitors, causing personal injury, delays in

construction, additional cost, reputational damage

and potentially criminal prosecution or civil litigation.

Through enhancing our health and safety monitoring

and reporting, we will use this information to tackle

areas that pose the highest health and safety risks. We

have the opportunity to continually improve our health

and safety performance.

Build quality

Our customers expect a high-quality product. If we

fail to build homes that meet their expectations then

it could result in defect claims, damage to brand

reputation and poor sales. Maintaining a high level of

build quality has a positive impact on environmental

and health and safety performance, for example less

waste, lower resource use and human intervention

through remediation.

Through our absolute focus on quality and regular

inspection processes, we are able to reduce the

number of defects and any rectification work required.

We see opportunity in achieving the five star HBF

score as we transition to the new HBF scoring criteria

based on “Build Quality” and “Service After” criteria and

providing a high-quality product and service to our

customers.

Affordability

Affordability is one of the main reasons our

customers buy a Gleeson home. If we do not ensure

our homes remain affordable it would impact on our

business model and our ability to sell new homes

to those who need them most, predominantly first-

time buyers, lower income, or young families as well

as home movers and downsizers who can benefit

from our lower price points. This could impact our

brand and lead to a loss of sales as customers look

elsewhere.

The need for affordable housing across the UK

continues to grow, which supports our unique

model and sustainable business strategy. We have a

significant opportunity to open more sites and expand

our geographical reach to provide more people with

access to safe, affordable, high-quality homes in

pleasant spaces.

Customer

satisfaction

A failure to build new homes to the standard and

quality that our customers expect, to not treat

our customers fairly, or not respond adequately

to complaints or rectify defects in a timely and

professional manner. Adverse publicity from

perceived poor build quality would damage our

reputation, lead to lower sales and impact future

revenue and cash flows.

Satisfied customers are more likely to recommend

Gleeson to families, friends and colleagues, which is

key in the protection and strengthening of the Gleeson

brand, and increasing sales. Providing additional focus

on quality will help reduce defects that may occur in

the first instance. However, when issues do arise, we

need to deal with them promptly and professionally.

We have the opportunity to continually improve the

customer experience. Moving into a new home is

a significant event in any person’s life and can be

stressful. We need to ensure that this process is as

smooth and as pleasant as possible, guiding the buyer

along the way into their new Gleeson home.

Land

Land is a fundamental component of our business

and the risk of new sites not being available

to acquire at a low cost and in areas in need of

regeneration could impact the success of the

Gleeson Homes' model and its ability to open

new sites.

The availability of high-quality, well-located land in

the South of England is also fundamental to the

success of Gleeson Land, without which future sales

would be restricted.

Through continued focus on low-cost land

opportunities in areas often not viable for other

housebuilders, we keep our land costs low and ensure

that our homes remain affordable.

We see continued low-cost land opportunities in our

target geographical areas.

We have proactive land searching capabilities and

continue to identify new land opportunities across the

South of England for promotion by Gleeson Land.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 79

Sustainability Pillars

Sustainability Targets

TCFD

SASB

In our Annual Report last year, we set out a number of ambitious sustainability targets.

Our progress against these targets and actions is set out below.

Health and safety incident rate (“AIIR”) will be lower than 220

(HBF average last three years)

NOT

MET

Our AIIR for the year to 30 June 2025 was 240, which is above the HBF three year average AIIR of 220.

2025 ACTIONS UPDATE RESULT

We will achieve an average SHE Site Inspection

score of at least 85%.

The average SHE site inspection score was 89%.

We will launch a digital Contracts Manager

site SHE audit tool to focus on emerging

risks, using our SafetyCulture platform, and

implement this across all regions.

During the year the SHE audit tool was launched and fully

implemented across the business.

Each regional office will deliver a trade specific

supply chain H&S seminar every three months

covering groundwork, scaffold, joinery, roofing.

Unfortunately this action is only part completed. We have

provided seminars to two of the trades, groundworks and joinery.

Scaffolding and roofing will be undertaken in FY2026. This action

will be carried over for 2026 actions.

Spill response refresher training will be

undertaken by all Gleeson site management

and site telehandler operators.

Unfortunately, this action has not been completed. Therefore

this action will be carried over as a 2026 action.

We will implement JCB Livelink across all

sites, to provide real-time health, safety and

energy efficiency monitoring across the forklift

truck fleet.

During the implementation process, we experienced technical

and connectivity issues which compromised real time data

accuracy and timings. We therefore reverted to working from

the data updates provided by JCB to monitor health, safety and

environmental factors.

We will maintain our five-star status with a 90% or above customer

recommendation score

NOT

MET

We achieved an independently assessed customer recommendation score of 89% (four star equivalent) (2024: 95%). This

performance was measured using a combined score taken from four week surveys, and the newly introduced seven month survey.

The seven month survey was introduced for 2025 in preparation for the HBF/NHBC scoring changes which see the NHBC scoring

extended to take into account customer sentiment over a longer period post completion.

Whilst the combined score is marginally below the 90% target, for the four week score in isolation (equivalent to our FY2024

measure) we did achieve a five star equivalent score of 92%, but this was negatively impacted by the seven month surveys which

scored 84%.

2025 ACTIONS UPDATE RESULT

We will improve defects closed within 30 days

to above 80%.

Despite improving year on year, we failed to meet this target

achieving only 76% (2024: 73%) within 30 days.

We will improve CML to Legal Compliance (21

days) by 10% to support final finish quality.

CML to legal compliance completion improved by 11%.

We will implement a digital Quality Control

Plot Book to all sites and regions during the

year to drive quality control improvements.

Our digital Quality Control Plot Book has been implemented

across all developments. This is an important tool in monitoring

the quality of our homes.

In order to drive improved quality and service,

we will deliver a focused incentive scheme.

A focused incentive scheme has been implemented to help

improve focus on quality and service.

We will implement a tracker focused on build

quality KPIs, to collate, monitor and share

performance across the regions.

Our build quality performance tracker was implemented to

share performance across all regions.

MJ Gleeson plc Annual Report & Accounts 202580

Sustainability Targets

PROGRESS AGAINST OUR 2025 IMPROVEMENT TARGETS

Our employee engagement will be maintained in the upper quartile of all companies

MET

Our independently assessed employee engagement score was 84% this year. This places Gleeson in the upper quartile of all UK

companies surveyed.

2025 ACTIONS UPDATE RESULT

We will maintain four stars on Glassdoor

employer ratings.

Our Glassdoor rating has remained consistently above four star

throughout the year and we finished the year at 4.4 stars.

We will achieve voluntary staff turnover rate of

less than 22%.

Despite improved engagement across the business to

understand and address any issues raised, our voluntary attrition

rate for the year was 23%. Therefore this action has not been met.

We will undertake a full review of gender and

ethnic diversity across the Group and deliver a

strategy to ensure a greater representation of

the communities in which we operate.

We have reviewed our gender & ethnic diversity and

communicated this to all employees at our Annual Roadshow

along with our plans to improve diversity. We launched an EDI

strategy and trained our senior leaders.

More than 10% of roles in the workforce will be

apprenticeships, trainees or graduates.

During the year, Gleeson had 11.8% of the workforce on ‘earn and

learn’ schemes consisting of apprentices and sponsorships.

All employees will receive an average of three

training days per annum.

We are pleased to have provided 3.3 days per employee during

the year, which helps to upskill and retain talent.

We will achieve Science Based Targets validation by 2025 for near-term and

net-zero targets

MET

We received successful validation of near-term (2032) and net-zero (2050) targets against a 2022 baseline year in May 2025.

2025 ACTIONS UPDATE RESULT

We will finalise and publish our science based

roadmap to achieve near-term and net-zero

targets.

Our decarbonisation roadmap to achieve SBTs has been

completed, resulting in validation of SBTs. This can be found on

page 66.

We will deliver an energy and water efficiency

awareness campaign across the Group

and investigate and maximise efficiency

opportunities.

During the year, we delivered a ‘Power down, save up’ campaign

to conserve energy and water across the business by creating

desktop infographics on computers and smartphones, and

strategically placed posters.

We will deliver 250 hours of sustainability-

themed training during the year.

We have fallen short on this target, but have still delivered 206

hours through webinars and targeted professional development.

We will engage with and provide learning

pathways for ten of our largest groundworkers,

covering all regions, to upskill and become

Bronze members of the Supply Chain

Sustainability School.

We have developed learning pathways for our ten largest

groundworkers, however with only limited uptake. This will be

carried over and become a key area of focus for FY2026.

Working with our waste partner and supply

chain we will develop a waste optimisation

programme across operations and establish

waste intensity reduction targets.

Significant progress has been made with our waste service

provider along with the improvement of many internal control

procedures.

We will develop a transition plan for company

cars to phase out ICE vehicles by 2032.

We have worked with our company car provider to develop a

revised company car offering and transition plan. We are well on

track to phase out ICE vehicles from our fleet by 2032.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 81

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Health and safety incident rate (“AIIR”) will

be lower than 214

(HBF average last three years)

We will reduce scope 3 emissions by >20%

over the next three years to 1.393 tonnes per

floor area of homes sold by FY2028

ACTIONS:

■ We will introduce revised performance parameters

for our HomeSafe Site Inspection reporting across

the business, with improved root-cause and close-

out process for all inspection findings.

■ We will develop and roll-out specific HomeSafe

campaigns across the group to provide increased

focus on scaffolding, pedestrian & traffic

management, and housekeeping.

■ We will provide additional health and wellbeing

support by providing medical assessments for all

Gleeson telehandler operators.

■ We will implement a revised drug and alcohol

policy and, throughout the year, undertake

random drug and alcohol testing across 10% of the

workforce.

■ We will deliver an enhanced environmental

auditing process utilising our SafetyCulture

platform which will help in reducing risk and

ensuring compliance with environmental policies

and procedures.

■ All Gleeson Homes Executive Leadership Team

members will complete CITB Directors Role for

H&S training.

ACTIONS:

■ We will reduce waste intensity by 10% per m

notional/equivalent completions.

■ We will deliver a waste and resource

management programme throughout the year to

optimise waste and increase recycling.

■ We will trial an LPG generator for use in site

offices to reduce scope 1 carbon emissions and

reduce the potential for noise and air pollution.

■ We will deliver 250 hours of sustainability themed

training throughout the year.

■ We will undertake a site-based environmental risk

campaign to reinforce early risk identification and

risk management/mitigation (graphics campaign

& learning sessions).

■ We will engage with our top ten largest

groundworkers to complete their allocated

learning pathways, which were established in

2025, and become minimum Bronze members of

the Supply Chain Sustainability School.

Our employee engagement will be

maintained in the upper quartile of all

companies within the construction and civil

engineering sector

We will achieve an inaugural four star HBF

score as we transition to the new HBF

scoring criteria (based on “Build Quality”

and “Service After” criteria)

ACTIONS:

■ We will maintain 4 stars or above on Glassdoor

employer ratings.

■ We will achieve a voluntary staff turnover rate of

less than the industry average.

■ We will continue to deliver a comprehensive

Equity, Diversity and Inclusion strategy to create

a greater representation of the communities in

which we operate.

■ More than 10% of roles in the workforce will be

apprenticeships, trainees or graduates.

■ Employees will receive an average of 3 training

days per annum.

■ We will continue to deliver a comprehensive

campaign and implement a working group to

improve financial, physical, mental and workplace

wellbeing.

ACTIONS:

■ We will update and deliver refresher training on

“Customer First”, our internal guide to delivering a

5* customer experience, to all key build, sales and

customer care staff.

■ Review the groups “Customer Care” model and

processes to free up site time to deliver high

quality of build.

■ We will achieve 80% of defects closed out within

30 days.

■ We will deliver incentive schemes to include HBF

response rates as a criteria and maximise happy

customer response rates.

MJ Gleeson plc Annual Report & Accounts 202582

Sustainability Targets CONTINUED

OUR SUSTAINABILITY TARGETS FOR 2026

SUDs Basin

at Harriers Croft, Lincolnshire

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 83

Governance

The organisation’s governance around climate-related risks and opportunities.

Board

The Board has ultimate responsibility for climate-related risks and opportunities, with

day-to-day control over responding to climate-related risks and wider sustainability targets

managed by the Executive Directors.

Any amendments to business strategy, or significant changes to day-to-day operations of

the business, require approval from the Board. In addition, long-term targets and external

commitments require Board approval before announcement and becoming part of the

ordinary course of business.

The Board receives information on a regular basis covering business performance, health

and safety, customer satisfaction and sustainability. Updates also include any technical

specification changes, including changes to house designs to comply with building

regulations and/or improve environmental performance.

The Executive Directors, and the Board above certain set limits, have responsibility for the

approval of all land purchases. As part of the investment appraisal process, climate-related

considerations are presented as part of the approval process and included in the cost plan

for the development. These include factors such as land remediation, flood mitigation,

biodiversity requirements, landscaping and other environmental impacts.

The Financial Stability Board created the Task Force on Climate-related Financial Disclosures

(“TCFD”) to improve and increase reporting of climate-related financial information.

Responding to the TCFD requirements, we aim to continually enhance our disclosures in line with its

recommendations and market practice. We also disclose climate-related governance, strategy, risk management

and metrics as part of the Carbon Disclosure Project (“CDP”). In preparing this statement, we have used the TCFD

framework in line with the Financal Conduct Authority requirements for listed companies (Listing Rule 6.6.8R).

The Company is consistent with paragraph 8(a) of Listing Rule 6.6.6R, which requires that listed companies

must include in their annual financial report a statement setting out whether the listed company has included

climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures in

that financial report.

Timeline on climate progress

First included Waste

management, Timber

policy and Greenhouse

gas reporting in the

Corporate Social

Responsibility section of

the Annual Report

Appointed Group

Sustainability Manager

and created a

Sustainability Action Team

and Climate Action Team.

First public disclosure

of detailed analysis on

Climate Scenarios

Obtained assurance over

our GHG baseline year.

Submitted our near-term

and net-zero targets to

the SBTi for validation

SBTi near-term target

2014 2021 2022 2023 2024 2025 2032 2050

First public disclosure

of TCFD. First disclosure

of scope 3 emissions.

Implemented first trials

of air-source heat pumps

and 100% of electricity

used in show homes, sales

offices and site cabins was

sourced from zero carbon

sources

Submitted our letter

of commitment to the

Science Based Targets

initiative. Appointed a

Senior Ecologist to further

develop our biodiversity

and ecology strategies

Validation of SBTi targets.

Future Homes Standard

introduced

SBTi net-zero

target. Paris

agreement

and UK

target for

net-zero

MJ Gleeson plc Annual Report & Accounts 202584

Task Force on Climate-Related

Financial Disclosures (TCFD)

Governance

The organisation’s governance around climate-related risks and opportunities.

Audit

Committee

The Audit Committee is responsible for reviewing and approving the content of the Annual

Report including the TCFD, SASB and GHG disclosures. In addition, the Audit Committee

reviews and approves the Group’s CDP climate submission, which outlines what we are

doing as a Company to address climate-related risks and opportunities.

The Audit Committee are regularly updated with amendments to disclosure requirements

on financial reporting and disclosure considerations in respect of climate change.

The Group’s sustainability disclosures, including TCFD and SASB, are reviewed as part of

the external audit, the results of which are reported to the Audit Committee. Additional

assurance over GHG disclosures has been obtained over the 2022 baseline year and our

2025 GHG emissions.

Sustainability

Committee

The Sustainability Committee is responsible for assessing the sustainability aspects of

the business strategy and ensuring that the Group’s sustainability targets align. The

Sustainability Committee also makes recommendations to the main Board on strategic

developments that address sustainability risks and opportunities, in particular those

relating to climate change.

The Sustainability Committee meets regularly throughout the year to ensure that

sustainability risks and opportunities are reviewed regularly, emerging risks and

opportunities are identified, and mitigation plans are developed where needed.

The Group Sustainability Manager is responsible for maintaining the environmental risk

management framework.

The Sustainability Committee monitors performance against sustainability targets and

approves the targets and actions used for measuring performance on an annual basis.

Remuneration

Committee

The Remuneration Committee is responsible for determining remuneration policy and

targets including how sustainability metrics are taken into consideration when determining

incentive decisions.

The Committee contributes to setting the targets of the Executive and operational directors

throughout the business and, where appropriate, these are linked to performance against

sustainability targets.

ESG performance indicators are used to measure performance against these targets

and, subsequently, remuneration is awarded in relation to performance against these

targets. For more information on how sustainability factors are considered in Executive

remuneration, refer to the Annual Report on Remuneration on pages 140 to 151.

Nomination

Committee

The Nomination Committee is responsible for ensuring that the Board structure, size

and composition (including the skills, knowledge and experience of Board members) is

adequate to support the Group in its growth and sustainability ambitions. The Committee

considers the risks and opportunities facing the Group, and the skills and expertise that are

therefore needed on the Board.

James Thomson notified the Board that he wished to resign as Chair with effect from

23 April 2025. Fiona Goldsmith, Senior Independent Director, adopted the role of Chair,

as well as Chair of the Nomination Committee. For more information on the Board of

Directors, refer to pages 110 and 111.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 85

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Strategy

The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses,

strategy and financial planning where such information is material.

Climate change has the potential to significantly impact our business strategy through changes in regulation,

government policy, stakeholder expectations (transition impacts) and the direct effects of climate change such

as more frequent adverse weather events, loss of developable land and the impact on biodiversity and the wider

natural environment (physical impacts).

Our commitment to align our carbon reduction targets with the SBTi and a 1.5°C climate scenario is reflected in

our review of the resilience of the Company’s strategy towards climate-related risks. Included within our carbon

reduction modelling, we have considered the reliance on emerging technologies, engagement with supply chain

and market expectations whilst balancing the risks of emerging regulations and failure to adapt to a low carbon

economy. Despite the transitional challenges associated with committing to a carbon reduction target aligned to

a 1.5°C scenario, these are likely to be lesser than the potential impact of the physical effects of climate change in a

4°C scenario.

During the year, we have used the process of scenario planning to aid our assessment of climate-related risks and

opportunities and the potential impact on the Group, its strategy and any financial impacts. Details of the scenarios

analysed can be found on pages 88 and 89.

Risk definitions

When assessing climate-related risks and opportunities we use the following criteria to ensure that the assessment

is reflective of the operating activities of the Group.

Risk term Impact

Short term: 0–3 years Low impact: £0.5m

Medium term: 4–10 years Moderate impact: £1.5m

Long term: 10+ years High impact: £10m

Catastrophic: £30m

The risk term is aligned to the majority of climate-

related frameworks, in particular the Science Based

Targets initiative (SBTi).

The impact is aligned to the risk assessment

methodology used by the Group for all principal and

emerging risks as set out in Risk Management on

pages 38 to 43. Impact is combined with likelihood to

give an overall risk score.

With a low appetite for climate-related risks, the Board prioritises minimising the environmental impact of the

Group’s operations, carefully balancing this goal with cost considerations. The Group also invests in a strong control

framework to ensure consistent and high-level compliance with environmental regulations.

Impact on financial statements

Transition costs for the latest building regulations, such as Part L (Conservation of heat and power), have been

included in the valuation of inventory and subsequently reported within cost of sales. Similarly, Biodiversity Net

Gain costs are integrated into initial site budgets and subsequent valuations. If estimated completion costs change

and affect a site’s margin forecast, the adjustment is applied to all remaining plots (see note 1 – accounting policy

for Inventories on page 185 for further details).

For every potential development site, a flood risk assessment is conducted. Where mitigation measures are

necessary, the associated costs are factored into the site valuation and the estimated costs to complete. This

inclusion affects the forecast site margin and is reflected in the cost of sales as plots are completed over the life of

the site. As the owned land bank within Gleeson Homes covers a period of four years, we have assessed that it is

unlikely that the flood risk of these sites will change in this timeframe and therefore no impairment of owned land

has been identified.

Within the Gleeson Land division, the land portfolio is more strategic and therefore flood risk can change over a

longer period of time as regional flood models are updated, including from the effects of climate change. Each site

is individually reviewed at the period end based on its planning prospects and viability. Where these have been

adversely impacted by a change in flood risk or any other impact, then a provision is recorded to write down the

value of inventory in line with the Group’s accounting policy.

MJ Gleeson plc Annual Report & Accounts 202586

Task Force on Climate-Related

Financial Disclosures (TCFD)

CONTINUED

Strategy

The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses,

strategy and financial planning where such information is material.

Going concern and viability statements

In preparing the Annual Report, the Group is required to assess whether there are any material uncertainties over

its ability to operate as a going concern (see note 1 – Going concern on page 183 for further details). In addition to

this, the Group is required to assess the potential impact on the operations of the Group over the longer term for

disclosure in its viability statement on page 117. To meet these requirements, the Group has sensitised its financial

forecast to incorporate the potential impacts of a severe but plausible downturn over the three years to June 2028.

The Group’s forecasts, used for going concern and viability assessments, fully incorporate the anticipated costs of

transitioning to meet government policies for Future Homes Standards and Biodiversity Net Gain, as well as the

cost of identified lower carbon technologies outlined in the scenario analysis. The impact of the climate-related

risks identified have been considered, but would not have a material impact over the viability period on the Group’s

ability to continue in operation.

Risk Management

How the organisation identifies, assesses, and manages climate-related risks.

The Board has overall responsibility for the Group’s management and assessment of risks, supported by the Audit

Committee. The Group risk register is formally reviewed by the Audit Committee at the majority of its meetings,

including consideration of emerging risk areas or changes to existing risks. Climate change and sustainability have

been identified as principal risks for the Group. Find out more on page 43.

The Group’s risk management framework includes a separate environmental risk register, which includes key

climate-related and other environmental risks for the business. The environmental risk register identifies both

principal and emerging risks and informs a formal risk assessment process that considers the likelihood and impact

of the identified risks together with any mitigating controls that are already in place or planned. This position is

reviewed by the Sustainability Committee as part of its review of the environmental risk register.

Any changes to risk scores on the environmental risk register are considered in the context of the Group risk

Audit Committee and Board as part of its monitoring of principal and emerging risks at a Group level.

We determine climate-related risks using our risk management framework outlined on page 38. The risk

assessment process considers both the quantifiable and qualitative aspects to determine the estimated impact of

each identified risk or opportunity. Quantitative materiality thresholds are established based on the range defined

by our external auditors and our internal risk management framework. Risks and their potential impacts are

assessed according to their expected timeframe.

Sustainability Committee

The Sustainability Committee met three times in the year and the review of the environmental risk register is a

standing agenda item for each meeting.

The Committee members are responsible for reviewing the risks and opportunities identified, along with their

inherent risk scores, any mitigating actions and the mitigated risk scores. The Group Sustainability Manager is

responsible for the day-to-day maintenance of the environmental risk register, which identifies risks covering key

climate-related and other environment risks for the business.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 87

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Key climate-related risks

Risk Scenario analysis Mitigating actions Risk rating Timeframe

Changes to government policies

Adapting our home specifications to comply with new

building regulations or planning policies may result in

higher technical, design, and/or build costs.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken the increase in cost of

recent changes in building regulations (including Part F,

L, O, S and Z) and extrapolated over forecast unit sales.

Our Group Technical Director sits on the Home Builders Federation (“HBF”) Technical

Committee and the Future Homes Hub, and attends NHBC Building for Tomorrow

events to ensure we are aware of upcoming regulatory amendments and to share

industry perspectives on potential challenges.

1.5°C – 2°C

scenario

Short –

Long term

Emerging technologies

Our long-term carbon reduction strategy depends on

the advancement of new technologies and modern

methods of construction. For these to be effectively

integrated into our business model, they must be

readily accessible, cost-effective and supported by a

suitable skilled workforce within the industry.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken the increase in cost of

identified low carbon alternatives to traditional building

materials and applied this to forecast unit sales.

Our proactive approach to reducing carbon emissions in our homes includes

the continuous review of materials used in their design, achieved through the

engagement with our supply chain and participation in housebuilding industry

conferences to identify lower carbon alternatives.

We review our on-site activities to identify significant sources of emissions and create

action plans aimed at reducing them. We frequently pilot carbon-saving initiatives

on our sites to evaluate their effectiveness before implementing them as “best

practice” across the Group.

1.5°C – 2°C

scenario

Medium–

Long term

Supply chain

A key component of our carbon reduction strategy

is the contribution of our supply chain in reducing

the embodied carbon of materials and the emissions

generated during construction. Failure of our supply

chain to decarbonise could potentially result in us not

achieving our scope 3 carbon reduction targets. There

is also likely to be an increase in cost for using lower

carbon alternatives.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken our current supplier

spend split between materials and subcontractors and

uplifted this to incorporate the increase in costs for

lower carbon materials, fuels and more efficient plant

and machinery.

We inform our supply chain about our carbon reduction plans to work together in

identifying lower carbon alternatives, fuel conservation methods and strategies for

reducing waste.

When onboarding new suppliers, we request sustainability reports and carbon

reduction strategies so that we can collaborate on identifying more sustainable

sourcing options.

Our partnership with the Supply Chain Sustainability School provides us with

additional tools to engage with our supply chain and raise awareness of sustainable

practices in the industry.

1.5°C – 2°C

scenario

Medium–

Long term

Carbon pricing

Government legislation designed to encourage

industries to take climate action and reduce their

carbon footprint can, directly or indirectly, increase

material costs and our cost base.

Potential impact: £10m – £15m cost of sales over life

of developments

The scenario modelled has used a carbon price between

£50–100 per tonne and applied this to projected scope 1

and 2 emissions and embodied scope 3 emissions.

By committing to targets validated by the SBTi and aligned to the 1.5°C scenario

we are able to demonstrate our carbon reduction commitments and mitigate the

impacts of carbon pricing.

1.5°C – 2°C

scenario

Medium–

Long term

Stricter planning requirements

Government and local authorities are more stringent

in their planning and site infrastructure requirements.

This includes requirements around biodiversity net gain,

which could make land development opportunities, in

particular brownfield sites, which have been rewilded,

economically unviable.

Potential impact: up to £5m cost of sales over life of

developments

The scenario modelled was performed by reviewing our

current pipeline of sites for their estimated biodiversity

credit requirements, combined with an average cost per

biodiversity credit for forecast site acquisitions.

The process of acquiring land for development includes thorough due diligence to

ensure that sites comply with relevant regulations and government policies as well

as meeting our internal rates of return.

Financial forecasts include the costs associated with complying with planning

requirements such as biodiversity net gain, mitigating flood risk and planning

specific requirements such as electric vehicle charging points and lower water usage

technologies, particularly in areas of high water stress.

1.5°C – 2°C

scenario

Medium–

Long term

More frequent adverse weather events

Increased frequency of adverse weather, including

heat, cold, rain and storm risks disrupting our on-site

build activities, potentially leading to safety issues, site

damage and delays in our growth plans.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled assumes adverse weather

events to become more frequent, the cost of build

disruption to increase as a result of more storm damage

and considers the delay in house sales and other

associated costs.

In severe weather, warnings about potential risks are issued, along with instructions

to follow company adverse weather procedures.

Equipment and temporary structures are checked to ensure they are secure and

stored to prevent any damage.

Where weather is extreme, sites may be closed until the site returns to suitable

working conditions.

In cases of extreme rainfall, we implement mitigation procedures to comply with

environmental regulations regarding water run-off and its effect on the local

environment.

4°C

scenario

Medium–

Long term

MJ Gleeson plc Annual Report & Accounts 202588

Task Force on Climate-Related

Financial Disclosures (TCFD)

CONTINUED

Key climate-related risks

Risk Scenario analysis Mitigating actions Risk rating Timeframe

Changes to government policies

Adapting our home specifications to comply with new

building regulations or planning policies may result in

higher technical, design, and/or build costs.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken the increase in cost of

recent changes in building regulations (including Part F,

L, O, S and Z) and extrapolated over forecast unit sales.

Our Group Technical Director sits on the Home Builders Federation (“HBF”) Technical

Committee and the Future Homes Hub, and attends NHBC Building for Tomorrow

events to ensure we are aware of upcoming regulatory amendments and to share

industry perspectives on potential challenges.

1.5°C – 2°C

scenario

Short –

Long term

Emerging technologies

Our long-term carbon reduction strategy depends on

the advancement of new technologies and modern

methods of construction. For these to be effectively

integrated into our business model, they must be

readily accessible, cost-effective and supported by a

suitable skilled workforce within the industry.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken the increase in cost of

identified low carbon alternatives to traditional building

materials and applied this to forecast unit sales.

Our proactive approach to reducing carbon emissions in our homes includes

the continuous review of materials used in their design, achieved through the

engagement with our supply chain and participation in housebuilding industry

conferences to identify lower carbon alternatives.

We review our on-site activities to identify significant sources of emissions and create

action plans aimed at reducing them. We frequently pilot carbon-saving initiatives

on our sites to evaluate their effectiveness before implementing them as “best

practice” across the Group.

1.5°C – 2°C

scenario

Medium–

Long term

Supply chain

A key component of our carbon reduction strategy

is the contribution of our supply chain in reducing

the embodied carbon of materials and the emissions

generated during construction. Failure of our supply

chain to decarbonise could potentially result in us not

achieving our scope 3 carbon reduction targets. There

is also likely to be an increase in cost for using lower

carbon alternatives.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled has taken our current supplier

spend split between materials and subcontractors and

uplifted this to incorporate the increase in costs for

lower carbon materials, fuels and more efficient plant

and machinery.

We inform our supply chain about our carbon reduction plans to work together in

identifying lower carbon alternatives, fuel conservation methods and strategies for

reducing waste.

When onboarding new suppliers, we request sustainability reports and carbon

reduction strategies so that we can collaborate on identifying more sustainable

sourcing options.

Our partnership with the Supply Chain Sustainability School provides us with

additional tools to engage with our supply chain and raise awareness of sustainable

practices in the industry.

1.5°C – 2°C

scenario

Medium–

Long term

Carbon pricing

Government legislation designed to encourage

industries to take climate action and reduce their

carbon footprint can, directly or indirectly, increase

material costs and our cost base.

Potential impact: £10m – £15m cost of sales over life

of developments

The scenario modelled has used a carbon price between

£50–100 per tonne and applied this to projected scope 1

and 2 emissions and embodied scope 3 emissions.

By committing to targets validated by the SBTi and aligned to the 1.5°C scenario

we are able to demonstrate our carbon reduction commitments and mitigate the

impacts of carbon pricing.

1.5°C – 2°C

scenario

Medium–

Long term

Stricter planning requirements

Government and local authorities are more stringent

in their planning and site infrastructure requirements.

This includes requirements around biodiversity net gain,

which could make land development opportunities, in

particular brownfield sites, which have been rewilded,

economically unviable.

Potential impact: up to £5m cost of sales over life of

developments

The scenario modelled was performed by reviewing our

current pipeline of sites for their estimated biodiversity

credit requirements, combined with an average cost per

biodiversity credit for forecast site acquisitions.

The process of acquiring land for development includes thorough due diligence to

ensure that sites comply with relevant regulations and government policies as well

as meeting our internal rates of return.

Financial forecasts include the costs associated with complying with planning

requirements such as biodiversity net gain, mitigating flood risk and planning

specific requirements such as electric vehicle charging points and lower water usage

technologies, particularly in areas of high water stress.

1.5°C – 2°C

scenario

Medium–

Long term

More frequent adverse weather events

Increased frequency of adverse weather, including

heat, cold, rain and storm risks disrupting our on-site

build activities, potentially leading to safety issues, site

damage and delays in our growth plans.

Potential impact: £15m – £30m cost of sales over life

of developments

The scenario modelled assumes adverse weather

events to become more frequent, the cost of build

disruption to increase as a result of more storm damage

and considers the delay in house sales and other

associated costs.

In severe weather, warnings about potential risks are issued, along with instructions

to follow company adverse weather procedures.

Equipment and temporary structures are checked to ensure they are secure and

stored to prevent any damage.

Where weather is extreme, sites may be closed until the site returns to suitable

working conditions.

In cases of extreme rainfall, we implement mitigation procedures to comply with

environmental regulations regarding water run-off and its effect on the local

environment.

4°C

scenario

Medium–

Long term

Low

Medium

High

Key – Risk rating

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 89

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Key climate-related opportunities

Opportunity Category Timeframe Actions

Energy-efficient homes

By designing homes with high

thermal efficiency, we ensure

that running costs remain

affordable for our customers.

Our homes’ energy efficiency

enables customers to

qualify for green mortgages,

potentially offering them lower

interest rates.

Transition

opportunity

Short-term We highlight the benefits of buying our energy-

efficient new build homes to our customers.

Using actual energy consumption data, we

compare the typical energy usage of our homes

against that of existing housing stock to illustrate

the potential for energy savings.

We communicate with our customers to explain

how their new home can support them living a

sustainable lifestyle.

New technologies

We regularly review the

specification of our homes to

ensure that our offering meets

the needs of our customers.

We aim to incorporate the

latest technologies into our

homes wherever possible, so

our customers can benefit

from stylish, modern living.

Transition

opportunity

Short-

medium-

long term

We actively seek new technologies that

empower our customers to live sustainably by

continuously reviewing home design materials

in collaboration with our supply chain and by

attending relevant house building conferences.

We review the specification of our homes

and optional extras on a regular basis so that

customers can tailor their home to their needs.

Supply chain

By engaging with our supply

chain to align sustainability

strategies, there is the

opportunity to unlock benefits

for both us and our supply

chain in reducing operational

costs as well as carbon

emissions.

Transition

opportunity

Short–

medium–

long term

We engage our supply chain in discussions

about our carbon reduction plans to

collaboratively explore lower carbon alternatives,

fuel conservation methodologies and waste

reduction strategies.

As we onboard new suppliers, we request their

sustainability reports and carbon reduction

strategies to explore opportunities for more

sustainable sourcing together.

Our partnership with the Supply Chain

Sustainability School provides us with additional

tools to engage with our supply chain and

raise awareness of sustainable practices in the

industry.

Stakeholder

engagement

Setting carbon reduction

targets strengthens our

relationships with stakeholders

and enhances our reputation

as a responsible housebuilder.

There may be an opportunity

to benefit from cheaper

finance based on our

sustainability performance

through sustainability-linked

finance.

Transition

opportunity

Short-

medium term

As we develop our long-term carbon reduction

targets and have these validated by the Science

Based Target initiative, it will support our

reputation as a sustainable business. This is

important to our customers, staff, communities

and with government and regulators, suppliers

and contractors.

There may also be an opportunity to obtain

more competitive loans linked to sustainability

covenants.

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Task Force on Climate-Related

Financial Disclosures (TCFD)

CONTINUED

Metrics and targets

The metrics and targets used to assess and manage relevant climate-related risks and opportunities where such

information is material.

Climate-related metrics and targets

Our climate related metrics and targets are set out in our Environment report on pages 66 to 77, which includes

full disclosure of the relevant scope 1, 2 and 3 emissions under the Greenhouse gas protocol, and additional metrics

related to waste, water use, energy performance certificates, biodiversity and land use.

These are the key metrics used to assess the risks related to government policies, emerging technologies, supply

chain and carbon pricing. These are monitored alongside new building regulations, including through our

participation in the Future Homes Hub and work with the Supply Chain Sustainability School.

Metrics around stricter planning requirements are monitored on a site by site basis, with biodiversity assessments

carried out on each site. Whilst we don’t monitor specific weather events, build programmes are constantly

monitored, and we track data related to water stress, energy performance certificates, flood zones and site design

through our SASB reporting as set out on pages 92 to 97.

We set climate related targets, and have submitted near-term and net-zero targets to the SBTi which we will report

against in future periods. Progress against our climate related targets is set out on page 81 and targets for the

coming year are set out on page 82.

The Rowans,

Wigton, Cumbria

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 91

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Land use and ecological impacts

SASB CODE

CRITERIA OUR APPROACH

IF-HB-160a.1

Number of (1) lots and

(2) homes delivered on

redevelopment sites

In the year to 30 June 2025, we added 1,259 (2024: 1,450) brownfield land plots to our land pipeline. This

accounted for 30% (2024: 32%) of plots acquired in the year. The total number of brownfield plots held

at 30 June 2025 was 6,401 (33%) (2024: 6,518, 34%).

In the year to 30 June 2025, we had 704 (2024: 793) home sales on brownfield sites. This accounted for

39% (2024: 45%) of our total annual completions.

Notes: We consider brownfield land to include sites upon previously developed land, below ground

disturbance (including mining or waste disposal) or land that contains contamination from previous use.

IF-HB-160a.2

Number of (1) lots and

(2) homes delivered in

regions with High or

Extremely High Baseline

Water Stress

In the year to 30 June 2025, we acquired 1,297 plots in regions of serious water stress. This accounted

for 31% of plots acquired in the year (2024: 1,287 plots, 28%). The total number of plots in areas of serious

water stress at 30 June 2025 was 7,242, 37% of the pipeline (2024: 7,160, 37%).

In the year to 30 June 2025, we had 920 (2024: 795) home sales in areas of serious water stress. This

accounted for 51% (2024: 45%) of our total annual completions.

To report the figures above, we use reports produced by the Environment Agency (“EA”) who present

the classification of areas of water stress on a “Serious” or “Not Serious” scale.

Notes: Serious water stress is defined as “the current household demand for water is a high proportion of the

current effective rainfall which is available to meet that demand; or, the future household demand for water is

likely to be a high proportion of the effective rainfall which is likely to be available to meet that demand”.

The water stress method takes a long-term view of the availability and demand for public water supply,

rather than a snapshot of shorter or peak periods. It accounts for future population growth, climate change,

environmental needs and increased resilience. It reflects and supports the commitments that water

companies have made to reduce leakage and water consumption.

IF-HB-160a.3

Total amount of

monetary losses

as a result of legal

proceedings associated

with environmental

regulations

We incurred no monetary losses in relation to environmental matters in the year.

IF-HB-160a.4

Discussion of process to

integrate environmental

considerations into site

selection, site design, and

site development and

construction

Site selection

We operate a “gateway” procedure in our site acquisition process to ensure that each site meets

our hurdles at various stages throughout the purchase. At the earliest step, gateway 1, a site will be

reviewed at a high level to ensure that it meets our guiding core principles and requirements; of

particular importance at this stage is our objective to bring forward development of affordable homes

on mostly brownfield sites or sites in areas of deprivation, in a manner which safely and sustainably

returns sites back into meaningful use, whilst simultaneously alleviating any environmental issues

which may have been left behind by previous landowners. On clearing this hurdle, further due

diligence is carried out by our in-house teams including the production of an appraisal document,

which carries a checklist to prompt consideration of all factors affecting sustainable development

including matters of contamination, noise, odour, impact on ecology and biodiversity, proximity to

transport links and local facilities.

MJ Gleeson plc Annual Report & Accounts 202592

Sustainability Accounting Standards Board

(SASB)

Land use and ecological impacts

SASB CODE

CRITERIA OUR APPROACH

IF-HB-160a.4

CONTINUED

Site design

We work with a panel of partner architects to ensure that our designs accord with National and Local

Planning Policy and Guidance, whilst providing a development where our customers want to live,

and which is sympathetic to existing constraints including existing local infrastructure. Through the

planning process we will procure the expertise of third-party consultants in various technical disciplines

including all aspects of environmental assessment to ensure that any constraints are appropriately

integrated into our designs, or appropriate mitigation measures are identified in order to bring forward

appropriate and sustainable development.

When designing the layout for our sites we undertake an initial assessment of development schemes

using the generic Dwelling Emission Rates in order to improve energy efficiency of each type through

orientation and plotting. This assessment considers landform, layout, building orientation, landscaping

and other surrounding features of each home. All of our homes have driveways for off-street parking

and outdoor garden space for customers to enjoy.

An ecology assessment is performed at the design stage, with our in-house ecologist feeding into

designs and making recommendations for areas to be retained, protected and enhanced to integrate

biodiversity into the development.

Site development and construction

Material selection is carefully considered during the construction of our homes as the specification and

quality of build materials can directly influence the projected CO

e emissions. All of our properties are

currently built with traditional cavity wall construction, thermally-efficient light aggregate blocks and

high-performance insulation within the cavity.

We are working with our suppliers to identify low carbon alternatives to the traditional construction

materials in our commitment to reducing the embodied carbon emissions of our homes. As we

develop our long-term carbon reduction strategy we are reliant on modern construction materials that

can support our sustainable growth ambitions whilst reducing our carbon footprint.

Where contractors are required to source materials for key building elements, we stipulate that

they use suppliers capable of demonstrating certification to high tier levels in the Chain of Custody

certification process, e.g. FSC & PEFC sourced timber. Our supplier code of conduct requires all

supply chain partners to adhere to various requirements relating to good governance, environmental

protection, and human rights and workers rights, underpinned by the ten principles of the United

Nations Global Compact.

We engage with our supply chain using the tools from the Supply Chain Sustainability School to raise

awareness of environmental and climate-related issues and how we can collectively achieve best

practice.

We take waste management very seriously and the segregation of all waste materials is paramount in

reducing the amount of waste taken to landfill. This is managed by having the following procedures in

place:

■ Target benchmarks for resource efficiency set in accordance with best practice.

■ Procedures and commitments to minimise non-hazardous construction waste at design stage.

■ Procedures for minimising hazardous waste.

■ Monitoring, measuring and reporting of hazardous and non-hazardous site waste production

according to the defined waste groups.

■ Diversion of waste from landfill should adhere strictly to the principles of the waste hierarchy of

prevent; reuse; recycle; recover; disposal.

Our site operations report their fuel consumption by type of plant and machinery on a monthly basis

so we can identify and target any inefficiencies within our construction activities. In response to

capturing this data we replaced our entire fleet of forklift trucks with newer, more efficient models,

which incorporate start-stop technology and telematics reporting for further data capture.

We also have a number of initiatives ongoing in order to reduce the environmental impact of our sites,

with further details on pages 70 to 72.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 93

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Workforce health and safety

CODESASB

CRITERIA OUR APPROACH

IF-HB-320a.1

(1) Total recordable

incident rate (“TRIR”);

and (2) fatality rate for (a)

direct employees and (b)

contract employees

We measure health and safety performance using an Annual Injury Incidence Rate (“AIIR”) metric. Our

AIIR for reportable injuries per 100,000 employees and contractors was 240 in 2025 (2024: 166). The

industry average for the house building sector was 222 (2024: 183) (Source: Home Builders Federation).

In the year we reported four RIDDOR incidents (2024: three RIDDOR incidents). Further details are set

out on page 80.

There were no fatalities.

Notes: Reportable injuries are aligned to the UK’s Reporting of Injuries, Diseases and Dangerous Occurrences

Regulations (“RIDDOR”). The figure reported is the consolidated figure for all direct employees and contractors.

AIIR measures RIDDORs per 100,000 employees and is the UK equivalent to TRIR.

Design for resource efficiency

CODESASB

CRITERIA OUR APPROACH

IF-HB-410a.1

(1) Number of homes

that obtained a certified

residential energy

efficiency rating and (2)

average score

The Energy Performance Certificate (“EPC”) is the UK residential energy efficiency rating.

Of our homes, 96.1% achieve an EPC rating of B or higher due to efficient design and build

characteristics in each of our standardised house types (2024: 95.4%).

IF-HB-410a.2

Percentage of installed

water fixtures certified

to a water efficiency

standard

All our homes are fitted with dual-flush toilets, low-flow taps and showers and water meters. They are

designed to achieve an internal water use of less than 100 litres per person per day; the specification

for sanitary ware and fittings to be used throughout the homes has been modified to suit this

requirement.

This is 12% lower than the maximum allowance specified by building regulations, saving both natural

resources and our customers' money on their water bills.

We continue to collaborate with our supply chain to identify innovative products that reduce the water

consumption of our homes.

SASB CODE

CRITERIA OUR APPROACH

IF-HB-410a.3

Number of homes

delivered certified to

a third-party multi-

attribute green building

standard

All of our homes are subject to UK building regulations, which include standards for energy and water

efficiency as detailed in criteria IF-HB-410a.1 and IF-HB-410a.2.

There are no widely-adopted green building standards that outline specification or sustainability

credentials of homes in the UK.

The historic Code for Sustainable Homes was withdrawn by the Government with the view that these

requirements would be embedded into the latest building regulations.

MJ Gleeson plc Annual Report & Accounts 202594

Sustainability Accounting Standards Board

(SASB)

CONTINUED

SASB CODE

CRITERIA OUR APPROACH

IF-HB-410a.4

Description of risks and

opportunities related to

incorporating resource

efficiency into home

design, and how benefits

are communicated to

customers

Throughout the design stage of our homes, we apply a ‘fabric first’ approach to energy efficiency

by bringing together a house type range and specification designed to reduce the consumption of

energy by the homeowner. An energy consultant is appointed on every site to provide site and plot-

specific energy ratings. Testing regimes and certification is issued to assist in the control of the quality

of construction, which in turn reduces the carbon emissions of each home by ensuring we build a

thermally-efficient, well-insulated building with low heat losses.

In order to further improve on building regulation compliance, the following are also incorporated into

the design of our homes:

■ energy-efficient boiler or air source heat pump with efficient cylinder (thermal store);

■ time and temperature zone control for boiler systems;

■ air permeability rating of five or better; and

■ natural/positive input ventilation.

Reviews are carried out to monitor forthcoming changes to building regulations and consider optional

extras that can be offered to customers in line with trends and expectations. These often lead to

updates in specification and design, allowing improvements to be made where practicable. Any

proposed changes are carefully considered as we balance the impact of changes with the need to keep

our homes affordable, which is fundamental to our sustainable business strategy.

As part of our shift to ASHP, we have also changed other gas appliances such as ovens and hobs to

fully electrify our homes. This transition to a fully electrified home ensures that our homes are net-zero

ready. During the year, we sold 418 homes heated using an ASHP. We have engaged with customers

and external consultants to complete trials on the in-use performance of the heating system to ensure

it works efficiently and effectively in our homes.

Smart meters are provided as standard where available, so that our customers can easily keep track of

their energy usage and efficiencies.

We use sustainable materials where possible, such as introducing concrete bricks to our build material

specification. Concrete bricks have significantly lower embodied carbon emissions compared to a

traditional kiln-fired clay brick, allowing us to reduce our scope 3 emissions.

These benefits are communicated to customers as part of the handover process, in our new home

handbooks and our Gleeson first-time buyer podcast. This explains to customers what to expect when

they become homeowners, how to get the most out of their new home and minimise their running

costs.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 95

Sustainability Pillars

Sustainability Targets

TCFD

SASB

Community impact of new developments

SASB CODE

CRITERIA OUR APPROACH

IF-HB-410b.1

Description of how

proximity and access to

infrastructure, services,

and economic centres

affect site selection and

development decisions

We always consider matters such as access and proximity to existing infrastructure and services,

as well as economic and employment centres when selecting our sites. We aim to bring forward

developments which are in close proximity to existing services, with good access to services and

facilities. This often comes hand-in-hand with our objective to develop brownfield sites, in areas of

deprivation, which often have a high provision of surrounding rental properties, as these target site

typologies are already well served.

Where access to facilities is more limited, we work with consultants and the local authority to identify

mitigation measures that might be taken to improve services and access. Often this will form part of

a Transport Assessment and Travel Plan, which might identify improvements to local public transport

infrastructure to improve the sustainability of the site, or ways in which other sustainable (non-car)

transport methods can be promoted.

Notes: The UK Government’s National Planning Policy Framework (“NPPF”) also requires consideration of the

opportunities presented by existing or planned investment in infrastructure.

IF-HB-410b.2

Number of (1) lots and

(2) homes delivered on

infill sites

At 30 June 2025, 84% of our developments were infill sites (2024: 88%).

In the year to 30 June 2025, we completed the sale of 1,634 (2024: 1,621) homes on infill sites

representing 91% (2024: 91%) of total homes sold.

Notes: Infill sites are sites served by existing infrastructure such as roads, power lines, sewerage and water, and

other necessary facilities.

IF-HB-410b.3

(1) Number of homes

delivered in compact

developments and (2)

average density

We consider all of our sites to be cluster developments, which meet the definition of a “compact

development”. As a result, we delivered 1,793 homes on such developments in the year to 30 June 2025

(2024: 1,772 homes).

Gleeson Homes typically builds low-density developments delivering on average 100–150 homes per

site. The average density of our developments is 14 homes per net acre with some developments

having a density as low as 11 homes per net acre.

Notes: A cluster development is defined as a development that “produces very attractive and marketable

communities and makes it easier for developers to preserve environmentally sensitive lands such as wetlands

and forests by allowing lots to be grouped on certain portions of a site, rather than spread uniformly across a

site, so that other areas of the site may remain undisturbed as open space”.

Climate change adaptation

SASB CODE

CRITERIA OUR APPROACH

IF-HB-420a.1

Number of lots located in

100-year flood zones

In the year to 30 June 2025, we acquired 473 plots in regions within flood zone 3. This accounted for 11%

of plots acquired in the year (2024: 919 plots acquired, 20% of plots acquired).

The total number of pipeline plots within areas of flood zone 3 at 30 June 2025 was 3,243 (17%) (2024:

3,041 pipeline plots, 16% of total pipeline).

In the year to 30 June 2025, we had 333 home sales within areas of flood zone 3. This accounted for 19%

of our total annual completions (2024: 249 home sales, 14% of total completions).

Notes: As per the Environment Agency, flood zone definitions are set out below:

■ Flood Zone 1 – land assessed as having a less than 1 in 1,000 annual probability of river or sea flooding (<0.1%)

■ Flood Zone 2 – land assessed as having between a 1 in 100 and 1 in 1,000 annual probability of river flooding (1–0.1%), or

between a 1 in 200 and 1 in 1,000 annual probability of sea flooding (0.5–0.1%) in any year

■ Flood Zone 3 – land assessed as having a 1 in 100 or greater annual probability of river flooding (>1%), or a 1 in 200 or greater

annual probability of flooding from the sea (>0.5%) in any year

These flood zones refer to the probability of river and sea flooding, ignoring the presence of defences.

MJ Gleeson plc Annual Report & Accounts 202596

Sustainability Accounting Standards Board

(SASB)

CONTINUED

Climate change adaptation

SASB CODE

CRITERIA OUR APPROACH

IF-HB-420a.2

Description of climate

change risk exposure

analysis, degree of

systematic portfolio

exposure, and strategies

for mitigating risks

Climate risk has been identified as a principal external risk for the Group as set out on page 43. The

Group risk register is formally reviewed by the Audit Committee at the majority of its scheduled

meetings, including any changes to risk ratings and any mitigations.

The Group has identified climate risk as having a medium level of residual risk. This is assessed

based on the physical aspects of climate change and the impact on our business strategy as well as

the transition risks associated with climate-related advancements such as emerging technologies,

government policy and regulation.

An environmental risk register is maintained to identify the key risks associated with our sustainability

themes “Communities, Environment and People” and managed by the Group Sustainability Manager.

The risk register review is a standing item on the agenda of the Sustainability Committee to ensure

focus is applied to developing mitigating actions of these risks.

Climate-related risks are identified and reported to the Committee and are considered for further

analysis, which forms part of our TCFD reporting.

Further analysis of the climate risks we have identified are reported within our disclosures in

accordance to TCFD on pages 84 to 91.

Activity metrics

SASB CODE

CRITERIA OUR APPROACH

IF-HB-000.A

Number of controlled lots

At 30 June 2025, our owned land pipeline stood at 7,511 plots (2024: 7,420 plots).

IF-HB-000.B

Number of homes

delivered

In the year to 30 June 2025, we completed 1,793 homes (2024: 1,772 homes).

Notes: Completions mean all legally completed sales to customers during the year.

IF-HB-000.C

Number of active selling

communities

In the year to 30 June 2025, we were actively selling from an average of 63 sales sites (2024: 65 active

sales sites).

Notes: Active sales sites are sites which are actively selling homes and with at least five homes remaining

to sell.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 97

Sustainability Pillars

Sustainability Targets

TCFD

SASB

The Board recognises the

impact that the business

of the Company has on its

stakeholders as well as the

wider social environment,

and it strives to give

proper consideration to

stakeholder interests when

making decisions.

The Board of Directors can

confirm that for the year ended

30 June 2025 it has acted in

good faith to promote the

Company’s long-term success

for the benefit of its members

as a whole whilst having due

regard to the matters set out

in section 172(1)(a) to (f) of the

Companies Act 2006.

Board decision making

To make informed decisions,

and support the long-term

sustainable success of the

business, the Board considers

the differing needs and priorities

of all relevant stakeholders,

understanding that these

will evolve over time. Effective

communication and interaction

is therefore critical to ensure

that the business is both “doing

the right thing” and aligned to

stakeholder values.

The Board undertakes

significant levels of engagement

with relevant stakeholders

and has considered feedback

and responses from this as

well as the need to maintain a

reputation for high standards

of business conduct and to act

fairly between the members

of the Company. Details of our

engagement with respective

stakeholders and key examples

of principal decisions, which

we define as those that are

both material to the Group

and are significant to any of

our stakeholder groups, made

by the Board during the year

are disclosed below and in the

Strategic Report.

How We Engage

Our key stakeholder groups and the way we engage with them is detailed below.

Shareholders Employees

■ Investor roadshows held twice

annually, hosted by the Chief Executive

Officer and Chief Financial Officer.

■ Formal invitations to engage with

the Chair and/or other Non-Executive

Directors to discuss strategy and

shareholder priorities.

■ Engagement with the Gleeson family

and other major shareholders.

■ Attendance by whole Board at the

AGM to meet shareholders and

answer questions they raise.

■ Board member attendance at the

annual Gleeson Homes Roadshow.

■ Board meetings held in regional

locations with site visits and a dinner

for the Board and regional senior

management team.

■ Board member attendance at the

Company's employee forum whereby

key issues and observations are

aired by a committee of employee

representatives.

Customers Suppliers and Subcontractors

■ Engagement through digital media

including portals and organic search·

■ Enquiries made through website

with sales team making direct

contact with customers.

■ Programme of ambassadors to

promote brand and homes.

■ Independent surveys to collect

customer views and satisfaction

ratings.

■ Quarterly meetings with all suppliers

on group purchasing agreements.

■ Ad hoc visits to supply chain factories

and facilities.

■ Attendance at conferences and

exhibitions hosted or attended by our

supply chain.

■ Hosting annual "meet the developer"

events for subcontractors and

suppliers.

■ Meetings held with key contractors to

discuss programme and resourcing.

Banks Local Authorities

■ Regular dialogue with our banks on

strategy, trading performance and

other matters.

■ Proactive discussion on future

working capital needs.

■ Seeking the views of lenders or

approval, where required, for

material transactions including land

acquisitions.

■ Quarterly reporting of results and

covenants in line with our facility

agreement.

■ Attendance at developer forums

within local planning authority areas.

■ Regular senior management

meetings with local planning

authorities in the areas we develop.

■ Responding to local policy guidance

consultations and making Local Plan

representations.

■ Engagement with local councillors

and key individuals within a local

authority.

Government and Regulators Partners

■ Senior management attendance

at various HBF working groups

including technical, design, IT

and legal.

■ Regular meetings with Homes

England at local and national level

attended by Executive Directors and

Senior Management.

■ Responding to government

consultations on key industry topics,

including planning reforms.

■ Hosting MP and MHCLG visits to our

sales and build sites.

■ Regular engagement with housing

association and single-family housing

investment partners.

■ Annual partner open days held

regionally and attended by Senior

Management.

■ Attendance at industry events

such as:

■ UKREiiF

■ Single Family Housing UK

Conference

■ Housing 2025 Leadership

Symposium

■ The Housing Community

Summit 2025

MJ Gleeson plc Annual Report & Accounts 202598

Section 172 Statement

Key Strategic Decisions

DECISION

DISCUSSION TOPICS WITH, AND

FEEDBACK FROM, STAKEHOLDERS

ACTION TAKEN BY THE BOARD AS A

RESULT OF STAKEHOLDER FEEDBACK

Ensuring continued

compliance with

the Building

Safety self-

remediation terms

and signing the

Government’s joint

plan to accelerate

developer-led

remediation and

improve resident

experience

Engagement with government

departments, landlords, management

companies and residents in fulfilling

our contractual obligations under the

self-remediation terms, which commit

developers to remediating mid-rise

and high-rise buildings with life-critical

fire-safety defects, and upon signing the

Government’s ‘joint plan’ to accelerate

remediation.

The Board received and reviewed

regular reports on progress of actions to

comply with the self-remediation terms,

approving a Board policy that sets out

its commitment and responsibilities. The

Board considered the Government’s ‘joint

plan’ and gave its full support to ensure

that remediation works are carried out

without undue delay in a manner which

will ensure the wellbeing of residents.

Changes to

management

structure in

Gleeson Homes

Project Transform implemented

organisational and management changes

designed to shorten reporting lines,

empower divisional leadership teams, and

strengthen regional management as well

as reinforcing controls and driving local

ownership and accountability.

Engagement with advisers, brokers and

relevant employees was undertaken in

assessing the impact of these changes.

The Board reviewed and approved

the changes proposed under Project

Transform, which are expected to lead to

a marked improvement in performance

and delivery, improving pace and quality

of build, and management and control

of costs.

Migration from

InHouse surveys

to the industry

recognised HBF

star rating system

for quality

Engagement with customers and regional

sales and site teams on the focus that

the new system would give to getting it

right first time and driving quality in the

Gleeson Homes product. Engagement

with senior management on linking the

scores to annual bonus schemes, to align

the whole business with the outcomes.

The Board resolved to move to the HBF

scoring system, for which scores will be

made publicly available from March 2026.

The Remuneration Committee reviewed

and approved Director and workforce

bonus schemes factoring in HBF scoring.

Development of

Partnerships

Directors considered the implications

of this strategic decision on current and

future customers as well as employees

and shareholders, and considered key

input from legal and financial advisers

given both the size and nature of the

ongoing strategy.

The Board approved the partnership

strategy and subsequently agreed the

terms of the partnership agreements

entered into in the period.

Setting our

transition plan

to net zero and

submission of

targets to the SBTi

Engagement with relevant employees

across the business, external consultants

and suppliers were all considered in

setting out our transition plan and

ensuring robust targets were submitted to

the Science Based Targets initiative (SBTi)

for validation including on Forestry, Land

and Agriculture (FLAG) emissions.

The Board reviewed and approved the

transition plan and submission to the SBTi,

including the addition of FLAG emissions.

These were validated in May 2025. This

marks another important milestone

for the Group, demonstrating our

commitment to direct climate action.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 99

Key examples as to how the Board has regard for the s172 factors can be found in the table below:

FACTOR

CONSIDERED

HOW THIS FACTOR

HAS BEEN CONSIDERED IN THE YEAR

ACTIONS TAKEN

BY THE BOARD AS A RESULT

Long-term

consequences

of any

decisions

■ The Group undertakes future planning

of up to seven years in critical areas and

develops a strategy which will enable it to

deliver its long-term objectives.

■ The Group invests in information

technology and cyber security, which will

ensure it is able to meet new technological

demands and protect the business against

cyber incidents.

■ The Group considers Board, Executive

and management succession planning

and the development of its pool of talent

throughout the business.

■ The Group undertakes projections of our

greenhouse gas emissions in order to set

out a pathway to near-term and net-zero

emissions targets.

■ Extensive analysis and forecasts were

reviewed and presentations from key

professional advisers received by the

Board to support the Group’s strategic

plans and development.

■ Continued investment in and

development of information technology

to improve the customer journey, increase

productivity, streamline processes and

mitigate the risk of cyber incidents.

■ Development of succession planning

strategies and early talent pathways to

grow future talent for the long-term

benefit of the business.

■ Review and approval of targets for

submission to the Science Based Targets

initiative.

Interests

of our

employees

■ The Group commissions an independent

annual employee engagement survey

called Your Voice.

■ The Group conducts an annual pay and

benefits benchmarking exercise.

■ Directors carry out regular site and

office visits and undertake roadshows

to communicate with all employees,

including interactive question and answer

sessions.

■ Six-monthly career conversations

are held between all employees and

management to discuss performance,

career progressions and training and

development needs.

■ An open-door culture is reinforced.

■ Review and response to the findings

and actions arising from the Your Voice

surveys.

■ Investment in recruitment, training and

development, including the Gleeson

Leadership Programme, and graduate

and apprenticeship schemes.

■ Gleesave platform giving colleagues

access to savings and discounts from third

parties.

■ Provision of a Share Incentive Plan using

an online platform to enable employees to

actively manage their shareholding within

the business.

■ Introduced a new personal development

structure involving enhanced career

discussions.

■ Operation of “Gleestar”, a monthly

employee recognition scheme.

■ Achievement of the Investors in People

Gold accreditation.

MJ Gleeson plc Annual Report & Accounts 2025100

Section 172 Statement

CONTINUED

FACTOR

CONSIDERED

HOW THIS FACTOR

HAS BEEN CONSIDERED IN THE YEAR

ACTIONS TAKEN

BY THE BOARD AS A RESULT

Interests of

our suppliers,

customers

and others

■ Attention is focused on our customers and

prioritising the customer journey.

■ The Group conducts supplier and

subcontractor roadshows.

■ The Group holds open discussions with

our supply chain about productivity,

quality and health and safety.

■ Customer feedback is obtained through

surveys conducted by a third party.

■ Target to be a five-star HBF builder across

all divisions.

■ Became an early signatory to the New

Homes Quality Code.

■ Moved away from in-house scoring to the

industry recognised HBF scoring.

■ Accelerated payment runs and made

improvements to our purchase-to-pay

process.

■ Signed-up to the Government’s First

Homes scheme.

■ Set ambitious targets for people,

environment, and communities as

part of our sustainability goals. This

included actions for improving customer

satisfaction and restoring our five-star

customer recommendation score.

Impact on our

community

and

environment

■ Submission of SBTi targets.

■ Tracking progress against sustainability

targets set in the year.

■ Preparing the business for building

regulation changes.

■ Striving to reduce the Group’s impact on

the environment.

■ Organising Gleeson’s inaugural

charity gala.

■ Developed new sustainability policies and

procedures.

■ Set ambitious sustainability targets for the

short and medium term, including the

reduction of carbon emissions.

■ Installation of air source heat pumps and

EV charging points in new homes.

■ Delegated sustainability targets to senior

management and linked to Executive

reward.

Maintaining

a reputation

for high

standards

of business

conduct

■ The Group ensures adherence to the

highest standards of conduct.

■ Our employees are paid at least the

Real Living Wage and we ask our

subcontractors to do the same.

■ The Group achieved accreditation from

the Fair Tax Foundation for paying its fair

share of taxes, for the fourth year running.

■ Zero tolerance on violations of human

rights, slavery, bullying and harassment.

■ Responsibility for overseeing compliance

is delegated to senior management.

■ Compulsory online compliance training

modules undertaken across the business,

including Whistleblowing, Bullying and

Harassment, Modern Slavery and Anti-

Bribery and Corruption.

■ Group Human Rights policy.

■ Due diligence checks are completed on

our supply chain to ensure they uphold

our standards.

■ Regular reporting on governance

and compliance matters to the Audit

Committee.

Need to act

fairly between

members of

the Company

■ The Company has one class of shares in

issue so all shareholders benefit from the

same rights as set out in the Company’s

Articles of Association.

■ Regular engagement with major

shareholders by Executive Directors

through combination of personal contact,

formal presentations and roadshows.

■ The Chair and Senior Independent

Director undertake an annual

engagement programme.

■ Availability of all Directors to shareholders

at the AGM.

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 101

The following table summarises our approach to internal and external stakeholder engagement to comply with

Sections 414CA and 414CB of the Companies Act 2006 requirements regarding non-financial reporting:

STATEMENT WAYS WE ENGAGE READ MORE

Employees

We are committed

to ensuring that all of

our colleagues and

stakeholders are treated

fairly and equitably.

We have a culture

that values passion,

collaboration and

respect.

■ Employee policies on diversity, recruitment, equality and

all significant life events

Page 120

■ Anti-Harassment and Bullying Policy, Health and Safety

Policy, Equal Opportunities Policy

www.mjgleesonplc.com

■ Approach to employee relations and the involvement of

our Workforce Representative

Page 137

■ Health and safety reporting and improving the safety and

welfare of colleagues and visitors to our sites and offices

Pages 48 and 80

■ Commitment to employing local people, training and

developing all of our colleagues, especially apprentices,

raising awareness about mental health and promoting

women in construction

Pages 49 and 55

■ Gender pay reporting Pages 54 and 137

Anti-bribery and

corruption

We are committed to

the highest standards

of ethics, honesty and

integrity and expect the

same from all parties

we engage with.

■ Whistleblowing Policy and monitoring of malpractice

reporting

Page 127

■ Approach to anti-bribery and corruption Page 127

■ Anti-Bribery Policy, Anti-Money Laundering Policy and

Corporate Criminal Offence Policy.

www.mjgleesonplc.com

■ Reporting of registers of gifts and hospitality given or

received by Directors and employees of the Group

Page 127

Human rights and

social matters

We are committed

to upholding human

rights across our

business and with all

our stakeholders. Our

employee policies

cover all aspects of

human rights and

our grievance and fair

treatment at work

policies ensure anyone

connected with our

business can speak up

about concerns without

fear of retribution.

■ Human Rights Policy, Anti-Slavery and Human

Trafficking Policy

Page 128 and

www.mjgleesonplc.com

■ Payment terms and performance in relation to payment

practices

gov.uk; and

www.mjgleesonplc.com

■ Accredited by the Real Living Wage Foundation, paying

employees the real Living Wage or higher, and expecting

our subcontractors to do the same

Page 55

■ Data Protection Policy

www.mjgleesonplc.com

MJ Gleeson plc Annual Report & Accounts 2025102

Non-financial and

Sustainability Information Statement

STATEMENT WAYS WE ENGAGE READ MORE

Environmental

matters and

community

We are committed

to creating more

sustainable ways

of undertaking

our operations to

conserve energy,

reduce waste and

minimise our impact

on the environment.

We also invest in the

communities, local

areas and the supply

chain around our

development sites.

■ Monitoring and reporting of carbon emissions (scope 1, 2

and 3) related to our homes

Pages 66 to 73

■ Submission of Science Based Targets for validation Page 66

■ Focus on more efficient and more sustainable materials Pages 70 to 72

■ Sustainable Procurement Policy, Timber Sourcing

Policy Climate and Environmental Policy, Waste Policy,

Packaging Policy

www.mjgleesonplc.com

■ Investment in the communities, schools and areas in

which we operate

Pages 60 and 61

■ Biodiversity Policy Pages 74 to 76

Other information

Additional non-

financial information

required under the

Companies Act.

■ Our Business Model Pages 24 and 25

■ Principal risks affecting the Group and mitigating actions

undertaken

Pages 38 to 43

■ Sustainability and operational key performance indicators Pages 32 and 33

Climate and

sustainability

We are committed

to monitoring our

climate-related risks

and opportunities.

Our Sustainability

Committee assesses

and manages climate-

related risks and

opportunities. Our

approach to climate

and sustainability is

set out in our TCFD

statement.

■ Our Business Strategy Pages 30 and 31

■ Risk Management Pages 38 to 43

■ Task Force on Climate-related Financial Disclosures

statement (TCFD)

Pages 84 to 91

■ Sustainability Committee Report Pages 130 and 132

Strategic Report approval statement

The Strategic Report, contained in pages 02 to 103 has been approved by the Board

of Directors and is signed on its behalf by:

Graham Prothero

Chief Executive Officer

15 September 2025

Strategic Report

MJ Gleeson plc Annual Report & Accounts 2025 103

Corporate

Governance

Maria and Sulley, Cork,

Sands Reach, East Yorkshire

MJ Gleeson plc Annual Report & Accounts 2025104

Contents

Corporate Governance

Chair’s Introduction 106

Corporate Governance

Framework 108

Board of Directors 110

Corporate Governance Report 112

Nomination Committee Report 118

Audit Committee Report 122

Sustainability Committee Report 130

Remuneration Committee Report 134

Implementation of the

Remuneration Policy 138

Annual Report on Remuneration 140

Remuneration Policy Report 152

Directors’ Report 161

Statement of Directors’

Responsibilities 165

Corporate Governance

MJ Gleeson plc Annual Report & Accounts 2025 105

I am pleased to introduce our

Governance Report for the year ended

30 June 2025 which sets out the Group’s

governance framework and how

the Board, and its Committees, have

discharged their duties and applied the

principles of good corporate governance

in support of the Group’s strategy and

delivery of long-term sustainable success

for the benefit of our stakeholders.

We remain committed to addressing

environmental, social and governance matters,

recognising the strategic benefits of doing

this, with sustainability a core focus for the

Board and wider business. I am pleased that

our Science Based Targets have been validated

by the SBTi, which is a clear demonstration

of our real intention to deliver positive action

on decarbonisation. Details of our progress

on delivering against this commitment are

found in the Strategic Report and Sustainability

Committee Report on page 66 and pages 130

to 132.

Board changes

James Thomson stepped down from the

Board in April 2025. On behalf of the Board I

would very much like to take this opportunity

to thank James for the part he played, both as

Chief Executive Officer and Chair, in building

MJ Gleeson into the business that it is today.

Having served as interim Chair, and following a

comprehensive process, I was delighted to be

appointed to the role of Chair from 4 July 2025.

It is a great honour to accept the role and be the

first female Chair in the Company’s long and

illustrious history since it was founded in 1903.

Nicola Bruce was appointed Senior Independent

Director from 4 July 2025. Nicola, who joined

the Board in March 2023, remains Chair of the

Remuneration Committee and continues to sit

on the Audit and Nomination Committees.

A search for a new Non-Executive Director has

commenced, which will further strengthen and

diversify the Board. It is intended that the new

Non-Executive Director will assume the role of

Chair of the Audit Committee on appointment.

Fiona Goldsmith

Chair

I am extremely proud of

all colleagues throughout

the Group for their hard

work in what has been a

challenging year.”

MJ Gleeson plc Annual Report & Accounts 2025106

Chair’s Introduction

Governance best practice

Effective governance requires a culture of open and

honest communication, together with mutual trust

and respect between colleagues, which I am pleased

to confirm underpins our Board discussions and

interaction, with all Directors providing constructive

challenge and debate. Furthermore, the Board’s

composition provides an appropriate balance of skills,

experience, independence, and knowledge required

to take the business forward and deliver sustainable

value. Over the year ahead, the Board will continue to

work with external advisers to continually assess and

improve our governance arrangements in line with

the expectations of our stakeholders, the needs of the

Group, and best practice principles.

Board effectiveness

In June 2025 we completed an internal evaluation

to review the effectiveness of the Board and its

Committees. Details of this review and the Board’s

proposal for future years is set out in the Nomination

Committee Report on page 121.

Culture and people

The Board acknowledges the need to ‘set the tone

from the top’, and as Chair, one of my key roles is to

ensure that the culture and values that underpin

our focus on delivering low-cost, quality homes are

maintained as we deliver the Group’s strategy.

The Board continues to promote and implement

our vision, mission and values, which are more fully

described on pages 03 and 49. The results of our latest

employee engagement survey, Your Voice, confirmed

that employee engagement remains extremely positive

with continuing high levels of overall satisfaction.

Whilst the role of Workforce Representative has been

disseminated between the Non-Executive Directors, we

see this as a better way for the Board to engage with our

people, which in turn will drive culture.

The Board is also supportive of the work that has been,

and is being, undertaken to recognise, nurture and

develop talent within the business, with time dedicated

to talent-mapping, our leadership training programmes

and development pathways are in place to grow future

talent for the long-term success of the business.

Diversity

The Board promotes diversity. The proportion of

women on the Board is 50%, and the positions of Chair

and Senior Independent Director are held by myself,

and Nicola Bruce respectively. Current Board female

representation satisfies two of the three diversity

targets set by the Financial Conduct Authority. The

third target, to have at least one Board member from

an ethnic minority background, forms part of the

Board’s recruitment and succession planning.

The Board is also committed to ensuring that the

Group provides a diverse and inclusive working

environment. This year, the Group has strengthened

its focus on equity, diversity and inclusivity, and details

of our initiatives and activities are more fully set out

in the Strategic Report and Nomination Committee

Report. As at 30 June 2025, the proportion of women in

employment was 32% (2024: 32%).

Our commitment to engaging

with stakeholders

The Board embraces the ethos behind the

requirements of Section 172 of the Companies Act, and

information on how we engage with our stakeholders,

is set out in our Section 172 statement on pages 98

to 101.

Strategy

The Board held a strategy meeting in May 2025 to

consider and build upon strategic priorities for the

short, medium and long term against the current

challenges faced in the sector, receiving presentations

from, and discussions with, professional advisers.

Throughout the year we have also held deep dive

sessions on key strategic and operational topics

with senior management to deepen the Board’s

understanding of these areas.

Code compliance

Implementation of the 2018 UK Corporate

Governance Code

During the period under review, the Company was

subject to the 2018 edition of the UK Corporate

Governance Code (“the Code”) issued by the

Financial Reporting Council (“FRC”). The Board

and its Committees are responsible for ensuring

that, wherever possible, compliance with the Code

is achieved. This is demonstrated throughout this

Governance Report, with details of how the Code

principles and provisions have been applied disclosed

on page 109.

Finally, I would like to thank the Board and

management colleagues for their contributions to

the governance of the Company and look forward to

welcoming shareholders to the AGM in November.

Fiona Goldsmith

Chair

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 107

Corporate Governance

The Board

The Board is responsible to shareholders for the direction, management, performance, and long-term success of

the Group.

It sets the Group’s strategy and objectives and oversees and monitors internal controls (in conjunction with the

Audit Committee), risk management, principal opportunities and risks, governance and viability of the Group.

Committee terms of reference can be found on the Company’s website at www.mjgleesonplc.com

Board Committee

NOMINATION

COMMITTEE

Fiona Goldsmith

Committee Chair

Key responsibilities

Board and Committee

structure, size and

composition.

Board, Committee and

senior management

appointments.

Board and senior

management

succession and

development plans.

Oversight of Equality,

Diversity and Inclusion.

Review of the

independence of Non-

Executive Directors.

Review of employee

engagement.

AUDIT

COMMITTEE

Fiona Goldsmith

Committee Chair

Key responsibilities

Monitor integrity of the

financial statements.

Financial and narrative

reporting.

Review significant

accounting judgements.

Oversight of the

relationship with the

external auditors.

Monitor effectiveness

of the Group’s internal

controls and risk

management systems.

Monitor effectiveness

of the internal audit

function.

Review procedures

for detecting fraud,

preventing bribery and

ensuring appropriate

whistleblowing

procedures are in place.

SUSTAINABILITY

COMMITTEE

Elaine Bailey

Committee Chair

Key responsibilities

Determine and monitor

performance against

appropriate short,

medium and long-term

sustainability targets.

Ensure that the Group’s

sustainability policy

remains fit for purpose

and aligns with the

Group’s approach to

sustainability.

Advise the Audit

Committee on

sustainability risks.

Assist the Board to

ensure that existing

and emerging

environmental and

sustainability regulatory

requirements are met.

REMUNERATION

COMMITTEE

Nicola Bruce

Committee Chair

Key responsibilities

Ensure that

remuneration policy

and practices align to

the Group’s long-term

sustainable success.

Set the remuneration

of the Chair, Executive

Directors, Company

Secretary and senior

management.

Make recommendations

to the Board on the

design and application

of share incentive

schemes.

Executive Leadership Team

The Executive Leadership Team, led by the Chief Executive Officer, is responsible for the day-to-day execution of

business strategy, the management of the Group’s two core business units, management of HR matters including

people, culture, talent and development, and the oversight of legal and regulatory matters. They discuss and

consider all important matters that are raised to the Board, or respective Committee of the Board.

The Executive Leadership Team comprises the Executive Directors, the Managing Director of Gleeson Land, the

Chief Operating Officer of Gleeson Homes, the Divisional Managing Directors of Gleeson Homes, the Company

Secretary and the Group HR Director.

MJ Gleeson plc Annual Report & Accounts 2025108

Corporate Governance Framework

SECTION OF THE

CODE HOW WE HAVE APPLIED THE CODE

Board leadership

and Company

purpose

The Group is led by an effective and entrepreneurial Board, which promotes the long-

term success of the Group and engages with its shareholders and other stakeholders.

The Board has established the Group’s purpose and strategy and is satisfied that these

are aligned with the Group’s culture and values.

The Board has established and oversees an effective governance and risk framework.

The Board promotes effective engagement with the workforce, with open lines of

communication where employees can raise matters of both concern and opportunity.

Division of

responsibilities

The Chair leads the Board, which includes an appropriate combination of Executive

Directors and Non-Executive Directors. Board relations are constructive and Board

members are able to demonstrate objective judgement.

There is a clear division of responsibility between the leadership of the Board (the

Chair of the Board) and the Executive leadership of the Group’s business (the Chief

Executive Officer and the Chief Financial Officer). The Non-Executive Directors provide

constructive challenge, strategic guidance and advice, and have sufficient time to meet

their Board responsibilities.

There are relevant policies and processes in place for the Board to receive timely and

clear information, and function effectively and efficiently.

Composition,

succession and

evaluation

Board appointments are subject to a formal, rigorous and transparent procedure, based

on objective criteria that promote diversity. A comprehensive and tailored induction

programme is in place for new Directors joining the Board, led by the Chair, Company

Secretary and Executive Directors.

The Nomination Committee oversees an effective succession plan, which takes into

consideration a desired combination of skills, experience, knowledge and diversity of the

Board. The Board is subject to an annual evaluation that considers Group and individual

Director performance.

Audit, risk and

internal control

The Board has established formal and transparent policies and procedures to ensure the

independence and effectiveness of internal and external audit functions, and satisfies

itself on the integrity of financial and narrative statements.

The Board presents a fair, balanced and understandable assessment of the Group’s

position and prospects.

The Board has established procedures to manage risk, oversee the internal control

framework and determine the nature and extent of the principal risks of the Group to

achieve its strategic objectives.

Remuneration

The Group has designed the remuneration policies and practices to support the Group’s

strategy and promote long-term sustainable success.

Executive remuneration is aligned to the Group’s purpose and values and is clearly

linked to the successful delivery of our sustainable strategy.

There is a formal and transparent procedure for developing the Executive remuneration

policy and determining Director and senior management remuneration. The

Remuneration Committee is able to exercise independent judgement and discretion

when authorising remuneration outcomes, taking into account Group and individual

performance.

MJ Gleeson plc Annual Report & Accounts 2025 109

Corporate Governance

Fiona Goldsmith

FCA

Graham Prothero

MA, FCA

Stefan Allanson

ACMA, FCT

Christopher Mills Elaine Bailey Nicola Bruce

MA, FCMA

Leanne Johnson

LLB

Chair Chief Executive Officer Chief Financial Officer Non-Executive Director

(non-independent as a

significant shareholder

representative)

Independent

Non-Executive Director

Senior Independent

Non-Executive Director

Head of Legal and

Company Secretary

Committee membership

Appointed as Company

Secretary in March 2020,

Leanne is a qualified

solicitor and is Head of

Legal for the Company.

Leanne trained at Irwin

Mitchell and was Legal

Counsel for Keepmoat

Homes before joining

MJ Gleeson plc.

Leanne is also a graduate

Chartered Governance

Professional.

Key strengths

Housebuilding and

construction. Corporate

governance. Legal.

Regulatory and

compliance. IT.

Appointment to the Board

Fiona was appointed to

the Board in October

2019, became Interim

Chair in April 2025 and

was appointed Chair in

July 2025.

Background and

experience

Fiona previously held

Executive finance roles at

First Choice Holidays plc

and Land Securities Group

plc. Fiona was also Non-

Executive Director at Walker

Greenbank. She qualified as

an accountant with KPMG.

Key strengths

Accounting, finance and

audit. Risk management.

Corporate governance.

Acquisitions and mergers.

Compliance and regulation.

Business turnaround.

Strategic development.

External appointments

Non-Executive Director and

Chair of the Audit and Risk

Committee of KCOM Group

Limited.

Appointment to the Board

Graham was appointed to

the Board in January 2023.

Background and

experience

Graham has extensive

industry experience and

was previously Chief

Operating Officer at

Vistry Group plc and Chief

Executive of Galliford Try

plc. Graham is a Fellow of

the Institute of Chartered

Accountants and was

previously a partner at Ernst

and Young LLP.

Key strengths

Housebuilding and

construction. Acquisitions

and mergers. Strategy

development. Business

growth. Risk management.

Business continuity.

Operations.

External appointments

Senior Independent

Director and Chair of

the Audit Committee of

Marshalls plc, and on the

Board of The Jigsaw Trust.

Appointment to the Board

Stefan was appointed to the

Board in July 2015.

Background and

experience

Stefan was previously

Deputy Chief Financial

Officer of Keepmoat

Homes. He qualified as

an accountant in 1994,

following which he held

senior finance roles at

Honda Motor Co Limited,

BTP plc, The Skills Market

Limited, The Vita Company

Limited and Tianhe

Chemicals.

Key strengths

Housebuilding and

construction. Public

limited companies.

Accounting and finance.

IT. Business continuity. Risk

management. Strategy

development. Commercial.

External appointments

Non-Executive Director and

Chair of the Audit & Risk

Committee of Norcros plc.

Appointment to the Board

Christopher was

appointed to the Board in

January 2009.

Background and

experience

Christopher is the founder

of Harwood Capital

Management Group and,

previously, Chief Investment

Officer of J O Hambro

Capital Management

Limited with an extensive

background in investment

management.

Key strengths

Public limited companies.

Accounting, finance

and audit. Acquisitions

and mergers. Strategy

development. Risk

management. Business

development.

External appointments

Managing Director

of Harwood Capital

Management Group, Chief

Executive Officer of North

Atlantic Smaller Companies

Investment Trust plc, and a

Non-Executive Director of

several publicly quoted and

private companies.

Appointment to the Board

Elaine was appointed to the

Board in March 2021.

Background and

experience

Elaine was previously

Chief Executive Officer of

the Hyde Group housing

association and held a

number of senior roles at

Serco. Elaine has extensive

experience in housing,

engineering, construction

and government services.

Elaine is a chartered

member of the Institution

of Structural Engineers.

Key strengths

Housebuilding and

construction. Strategy

development. Health and

safety. Risk management.

Business development.

Commercial.

External appointments

Non-Executive roles at

Residential Secure Income

plc, McCarthy & Stone

(Shared Ownership)

Limited, Andium Homes,

and Trustee for The

Greenslade Family

Foundation.

Appointment to the Board

Nicola was appointed to the

Board in March 2023.

Background and

experience

Nicola has extensive

experience in strategy and

business development

and has previously held

senior appointments in a

range of private and listed

companies. Nicola is an

experienced Remuneration

Committee Chair, including

in the building materials

and social housing sectors.

Key strengths

Strategy development.

Business development.

Corporate governance.

Acquisitions and mergers.

Public limited companies.

External appointments

Non-Executive Director

and Remuneration

Committee Chair of Stelrad

Group plc and Ibstock plc.

Non-Executive Director

at OFWAT.

MJ Gleeson plc Annual Report & Accounts 2025110

Board of Directors

Key:

Audit Committee

Nomination Committee

Remuneration

Committee

Sustainability

Committee

Committee Chair

Fiona Goldsmith

FCA

Graham Prothero

MA, FCA

Stefan Allanson

ACMA, FCT

Christopher Mills Elaine Bailey Nicola Bruce

MA, FCMA

Leanne Johnson

LLB

Chair Chief Executive Officer Chief Financial Officer Non-Executive Director

(non-independent as a

significant shareholder

representative)

Independent

Non-Executive Director

Senior Independent

Non-Executive Director

Head of Legal and

Company Secretary

Committee membership

Committee membership Committee membership

Committee membership

Appointed as Company

Secretary in March 2020,

Leanne is a qualified

solicitor and is Head of

Legal for the Company.

Leanne trained at Irwin

Mitchell and was Legal

Counsel for Keepmoat

Homes before joining

MJ Gleeson plc.

Leanne is also a graduate

Chartered Governance

Professional.

Key strengths

Housebuilding and

construction. Corporate

governance. Legal.

Regulatory and

compliance. IT.

Appointment to the Board

Fiona was appointed to

the Board in October

2019, became Interim

Chair in April 2025 and

was appointed Chair in

July 2025.

Background and

experience

Fiona previously held

Executive finance roles at

First Choice Holidays plc

and Land Securities Group

plc. Fiona was also Non-

Executive Director at Walker

Greenbank. She qualified as

an accountant with KPMG.

Key strengths

Accounting, finance and

audit. Risk management.

Corporate governance.

Acquisitions and mergers.

Compliance and regulation.

Business turnaround.

Strategic development.

External appointments

Non-Executive Director and

Chair of the Audit and Risk

Committee of KCOM Group

Limited.

Appointment to the Board

Graham was appointed to

the Board in January 2023.

Background and

experience

Graham has extensive

industry experience and

was previously Chief

Operating Officer at

Vistry Group plc and Chief

Executive of Galliford Try

plc. Graham is a Fellow of

the Institute of Chartered

Accountants and was

previously a partner at Ernst

and Young LLP.

Key strengths

Housebuilding and

construction. Acquisitions

and mergers. Strategy

development. Business

growth. Risk management.

Business continuity.

Operations.

External appointments

Senior Independent

Director and Chair of

the Audit Committee of

Marshalls plc, and on the

Board of The Jigsaw Trust.

Appointment to the Board

Stefan was appointed to the

Board in July 2015.

Background and

experience

Stefan was previously

Deputy Chief Financial

Officer of Keepmoat

Homes. He qualified as

an accountant in 1994,

following which he held

senior finance roles at

Honda Motor Co Limited,

BTP plc, The Skills Market

Limited, The Vita Company

Limited and Tianhe

Chemicals.

Key strengths

Housebuilding and

construction. Public

limited companies.

Accounting and finance.

IT. Business continuity. Risk

management. Strategy

development. Commercial.

External appointments

Non-Executive Director and

Chair of the Audit & Risk

Committee of Norcros plc.

Appointment to the Board

Christopher was

appointed to the Board in

January 2009.

Background and

experience

Christopher is the founder

of Harwood Capital

Management Group and,

previously, Chief Investment

Officer of J O Hambro

Capital Management

Limited with an extensive

background in investment

management.

Key strengths

Public limited companies.

Accounting, finance

and audit. Acquisitions

and mergers. Strategy

development. Risk

management. Business

development.

External appointments

Managing Director

of Harwood Capital

Management Group, Chief

Executive Officer of North

Atlantic Smaller Companies

Investment Trust plc, and a

Non-Executive Director of

several publicly quoted and

private companies.

Appointment to the Board

Elaine was appointed to the

Board in March 2021.

Background and

experience

Elaine was previously

Chief Executive Officer of

the Hyde Group housing

association and held a

number of senior roles at

Serco. Elaine has extensive

experience in housing,

engineering, construction

and government services.

Elaine is a chartered

member of the Institution

of Structural Engineers.

Key strengths

Housebuilding and

construction. Strategy

development. Health and

safety. Risk management.

Business development.

Commercial.

External appointments

Non-Executive roles at

Residential Secure Income

plc, McCarthy & Stone

(Shared Ownership)

Limited, Andium Homes,

and Trustee for The

Greenslade Family

Foundation.

Appointment to the Board

Nicola was appointed to the

Board in March 2023.

Background and

experience

Nicola has extensive

experience in strategy and

business development

and has previously held

senior appointments in a

range of private and listed

companies. Nicola is an

experienced Remuneration

Committee Chair, including

in the building materials

and social housing sectors.

Key strengths

Strategy development.

Business development.

Corporate governance.

Acquisitions and mergers.

Public limited companies.

External appointments

Non-Executive Director

and Remuneration

Committee Chair of Stelrad

Group plc and Ibstock plc.

Non-Executive Director

at OFWAT.

MJ Gleeson plc Annual Report & Accounts 2025 111

Corporate Governance

Division of responsibilities

There is a clear and effective division of responsibilities

between Board members. The Chair is responsible for

the overall effectiveness of the Board and, in doing

so, promotes the highest standards of integrity and

corporate governance. The Chair is responsible for

setting the Board’s agenda, ensuring that there is

adequate and appropriate time for each item, and for

promoting effective discussion, challenge and debate

to facilitate the contribution of all Board members

in the decision-making process. The Chief Executive

Officer leads the business in delivering the Group’s

overall strategy and works closely with the Chair and

the Chief Financial Officer. The Non-Executive Directors

provide constructive challenge and strategic guidance

and hold management to account. To ensure that the

Directors maintain control over strategic, financial,

operational and compliance matters, the Board meets

regularly during the year and has formally adopted a

schedule of matters that are reserved to it for decision.

Board balance and composition

The Board comprises a Chair, two independent

Non-Executive Directors, one non-independent Non-

Executive Director, the Chief Executive Officer and the

Chief Financial Officer. The Board considers that it has

a suitable balance of skills, knowledge and experience

in order to discharge its duties effectively. This includes

a combination of backgrounds and experiences, which

enable it to function effectively and to have a dialogue

that is both constructive and challenging.

Board meetings

There were six scheduled Board meetings held

during the year, together with a scheduled review of

the Group’s strategy. Detailed papers are circulated

in advance of meetings and provide reports on the

Group’s current trading performance, its financial

position and achievement against its budget and

forecasts, and against prior year. Agenda items include

updates on health and safety, operational performance,

risk management, governance, and corporate strategy.

Members of the senior management team are invited

to update the Board on their responsibilities both at

formal Board meetings and at separate ‘deep dive’

meetings on key strategic and operational matters.

Information, including the latest financial and trading

performance, is circulated to all Directors between

meetings. Minutes of all meetings of the Board, and

its Committees, are taken by the Company Secretary,

who records decisions taken and any queries and

unresolved concerns raised.

Matters reserved for the Board

Certain matters are reserved for the Board, or its

Committees, including:

■ To determine the Board’s structure and

composition, including Board appointments,

removals and succession planning.

■ Agree the Group’s strategy, business plan and

financial policy.

■ Approve banking and financing arrangements.

■ Approve the interim and annual financial

statements and circulars.

■ Agree and oversee risk management and internal

control policy.

■ Agree major capital expenditure, material

investments or the acquisition or disposal of land.

■ Entering into, and amending, pension arrangements.

■ Approve contractual arrangements that fall outside

the authority delegated to Executive Directors.

■ Approve dividend policy and annual dividend

payments.

■ Pledging security over assets and providing Parent

Company guarantees.

In addition, the Board receives updates on sustainability,

governance, regulatory and legal matters to assist it in

maintaining compliance with existing and emerging

legislative requirements and best practice. The Board

has established the following Board Committees to

assist it in meeting its responsibilities, which meet

regularly and have formal written terms of reference:

Nomination Committee

Page 118

Audit Committee

Page 122

Sustainability Committee

Page 130

Remuneration Committee

Page 134

These Committees play an important governance

role through the work they carry out to fulfil the

responsibilities delegated by the Board.

Board independence

The Group recognises the importance of having a

well-functioning Board that can exercise objective

judgement and hold management to account. The

Board is cognisant that following the resignation of

James Thomson, and appointment of Fiona Goldsmith

to Chair, the Board does not meet the independence

provisions of the Code and has therefore initiated a

search for a third independent Non-Executive Director.

The independence of Non-Executive Directors is kept

under review and the Board is satisfied that two of the

Non-Executive Directors are considered independent.

MJ Gleeson plc Annual Report & Accounts 2025112

Corporate Governance Report

TOPIC KEY ACTIVITIES IN FINANCIAL YEAR ENDED 30 JUNE 2025

Financial and risk

■ Approved the Annual Report and Accounts and interim financial statements.

■ Considered the Group’s long-term viability and approved the going concern assessment.

■ Reviewed monthly business updates and trading performance.

■ Approved the budget and plan for financial year ending 30 June 2026 and the medium-

term targets for financial years ending 30 June 2027 to 30 June 2032.

■ Recommended the payment of a final dividend in November 2024 and approved the

payment of the interim dividend in April 2025.

■ Approved the Group’s tax strategy for financial year ended 30 June 2025.

■ Approved the Group's insurance policies for financial year ended 30 June 2026.

■ Reviewed the Group’s accounting manual.

■ Undertook a comprehensive review of the business under the banner of Project

Transform in response to issues identified with margin and cost to complete.

Controls and

governance

■ Received regular reports from Board sub-committees.

■ Development of the Group’s risk management maturity and control environment

including the Group’s internal material controls.

■ Reviewed and approved an updated modern slavery statement.

■ Reviewed and approved a new fraud prevention policy.

■ Reviewed cyber risk across the Group.

■ Reviewed legal and regulatory updates.

Strategy

■ Monitored progress against the Group’s strategic priorities.

■ Reviewed and approved the Group’s sustainability targets.

■ Undertook a strategy meeting to review the business plans for Gleeson Homes and

Gleeson Land.

■ Oversaw an internal management restructure.

People and

employee

engagement

■ Undertook regular workforce engagement via the Executive Directors and senior

management.

■ Review of results from, and plan to address matters raised in, the employee engagement

survey ‘Your Voice’.

■ Oversight, via the Nomination Committee, of development of policies on equity, diversity

and inclusion.

■ Attended employee roadshows, hosted by the Executive Directors, giving employees an

insight into the Group’s performance and strategy.

■ Chair and Non-Executive Directors engaged with the Group HR Director.

■ Board members undertook site and office visits to engage with our colleagues.

Sustainability

■ Approved submission of a robust and verifiable carbon reduction plan that meets the

Science Based Target initiative criteria and recommendations.

■ Oversight of sustainability-led Group policies.

■ Reviewed progress against sustainability targets and actions undertaken.

■ Reviewed the Group’s sustainable business strategy.

■ Reviewed the Group’s materiality assessment.

■ Implementation of the sustainability targets that are linked to Executive remuneration.

■ Oversight of the Group’s legal and regulatory compliance on sustainability and

environmental issues.

MJ Gleeson plc Annual Report & Accounts 2025 113

Corporate Governance

Board activities

Attendance at scheduled Board and Committee meetings:

Board Audit Remuneration Nomination Sustainability

Scheduled: 6 4 6 2 3

Fiona Goldsmith 6 4 6 2 n/a

Graham Prothero 6 n/a n/a n/a 3

Stefan Allanson 6 n/a n/a n/a 3

Christopher Mills 6 n/a n/a n/a n/a

Elaine Bailey 6 4 6 2 3

Nicola Bruce 6 4 6 2 n/a

Former Directors

James Thomson (Chair)* 5 n/a n/a 1 n/a

* Resigned on 23 April 2025.

Other ad hoc meetings took place for the Board and Committees throughout the year as necessary to consider matters of a time-sensitive

nature.

Executive Directors are invited to attend all Committee meetings unless it is deemed inappropriate.

KEY RESPONSIBILITIES

Chair

■ Ensuring the effective running of the Board.

■ Promoting the highest standards of integrity and corporate governance throughout

the Group.

■ Chairing Board meetings and setting agendas.

■ Ensuring that the Board as a whole plays a full and constructive part in the development and

determination of the Group’s strategy and overall commercial objectives.

■ Ensuring that the Board receives accurate, timely and clear information on:

a. the Group’s performance;

b. the issues, challenges and opportunities facing the Group; and

c. matters reserved to it for decision.

■ Ensuring compliance with the Board’s approved procedures, including the schedule of

matters reserved to the Board and each Committee’s terms of reference.

■ Engaging with the Board outside of formal meetings on a group or individual basis, as

required.

■ Initiating change and succession planning in Board appointments to build and maintain a

highly effective Board.

■ Ensuring effective communication between the Group and its shareholders and

ensuring that members of the Board develop an understanding of the views of the major

stakeholders.

■ Ensuring that there is a properly constructed induction programme for new Directors.

■ Ensuring that the performance of the Board as a whole, its Committees, and individual

Directors is formally, and rigorously, evaluated at least once a year.

MJ Gleeson plc Annual Report & Accounts 2025114

Corporate Governance Report

CONTINUED

KEY RESPONSIBILITIES

Chief

Executive

Officer

■ Diligently performing such duties and exercising such powers as may, from time to time, be

assigned by the Board for the successful running of the Group’s business.

■ Proposing and developing the Group’s strategy and overall commercial objectives in close

consultation with the Chair and the Board.

■ Maintaining relationships with major stakeholders.

■ Ensuring effective dialogue with the Chair on the important and strategic issues facing

the Group.

■ Ensuring that the Executive Directors give appropriate priority to providing reports to the

Board, which contain accurate, timely and clear information.

■ Ensuring that the Executive Directors comply with the Board’s approved procedures,

including the schedule of matters reserved to the Board and each Committee’s terms of

reference, and providing input on appropriate changes to the same.

■ Keeping the Board alerted to forthcoming complex, contentious or sensitive issues affecting

the Group.

■ Providing information and advice on succession planning to the Chair, the Nomination

Committee, and to members of the Board, particularly in respect of Executive Directors and

senior management.

■ Setting the Group’s culture and values from the top.

Chief

Financial

Officer

■ Devising and implementing the Group’s financial strategy and policies.

■ Managing the finance, tax, IT, legal, internal audit, and treasury functions.

■ Monitoring the Group’s investor relations activities.

■ Developing budgets and financial plans.

■ Principal owner of the Group’s risk register.

■ Managing the Group’s insurance strategy and policies.

■ Managing the Group’s relationship with the external auditors.

■ Devising and implementing the Group’s sustainability strategy, policies and actions.

Senior

Independent

Director

■ Chairing Board and Nomination Committee meetings in the absence of the Chair.

■ Leading the annual evaluation of the Chair’s performance.

■ Leading the succession planning process for the Chair.

■ Acting as a sounding board for the Chair on Board and Nomination Committee matters.

■ Being available to shareholders, or other stakeholders, if they have concerns about the Chair,

Chief Executive Officer or Chief Financial Officer, and to intervene in any circumstances

arising from such concerns.

■ Intervening in, and leading on, settlement discussions relating to any disagreements

between the Chief Executive Officer and the Chair.

■ Calling a meeting of the Non-Executive Directors if, in their reasonable opinion, it is necessary

in relation to any of the matters above or otherwise.

Non-

Executive

Directors

■ Effectively scrutinising and holding to account the performance of the Executive Directors.

■ Evaluating and appraising the performance of the Executive Directors and senior

management against agreed targets and agreeing remuneration in line with the

remuneration policy.

■ Monitoring the financial information, risk management and control processes of the Group

to make sure that they are sufficiently robust.

■ Ensuring a rigorous process for the appointment and removal of Executive Directors.

MJ Gleeson plc Annual Report & Accounts 2025 115

Corporate Governance

KEY RESPONSIBILITIES

Company

Secretary

■ Supporting the Chair and Chief Executive Officer in fulfilling their duties, especially in

respect of Board agendas, induction, training and the evaluation of Board and Committee

effectiveness.

■ Available to all Directors for advice and support.

■ Keeping the Board regularly updated on governance matters and best practice.

■ Ensuring Group policies and procedures, including those related to conflicts of interest, are

maintained and updated on a regular basis.

■ Attending and maintaining a record of the matters discussed and approved at Board and

Committee meetings.

Code compliance statement

The Company has complied with all principles of the

Code for the year ended 30 June 2025 and, except for

Provision 11 and Provision 24 as explained below, all of

its provisions.

The Code recognises that good governance can be

achieved by other means and the Board believes the

approach taken is the most appropriate for the Group

and its shareholders, whilst remaining consistent with

the spirit of the Code.

Provision 11

The Code requires that at least half the Board,

excluding the Chair, should be Non-Executive Directors

whom the Board considers to be independent.

Christopher Mills represents a major shareholder,

Harwood Capital LLP, and is therefore not considered

to be “independent” within the definition of that

term contained in the Code. As a result, following the

resignation of James Thomson, and appointment of

Fiona Goldsmith as Chair, less than half of the Board,

excluding the Chair, are Non-Executive Directors who

are considered to be independent under the terms

of the Code. This position has been reviewed and the

Board has commenced a search for an additional

independent Non-Executive Director.

Provision 24

The Code requires that the Chair of the Board should

not be a member of the Audit Committee. The Audit

Committee is currently chaired by Fiona Goldsmith

who is the Chair of the Board. Fiona’s role was

considered during the process of her appointment

as Chair, and the Board is satisfied that she is able to

demonstrate a sufficient degree of independence and

understanding to fully discharge her duties. Fiona will

continue to chair the Committee until the Company’s

search for a new independent Non-Executive Director,

to chair the Audit Committee, is concluded.

Risk management and internal control

The Directors acknowledge their responsibility for the

Group’s risk management procedures and systems of

internal controls and for reviewing their effectiveness.

Further details on the Group’s risk management

procedures and systems of internal controls, and

how the Board and Audit Committee review their

effectiveness, are included in the Audit Committee

Report on pages 122 to 128 and in the Strategic Report

on pages 02 to 103.

It should be recognised that all such systems and

procedures are designed to manage, rather than

eliminate, the risk of failure to achieve business

objectives and can only provide reasonable, rather than

absolute, assurance against material misstatement

or loss. Risk management and internal control within

the Group’s operating functions is delegated to senior

management, with the Board retaining ultimate

responsibility.

During the year being reported, and in making this

statement, the Board carried out a robust assessment

of the principal risks and uncertainties facing the

Group, including those that would threaten the

Group’s business model, future performance, solvency

or liquidity. The Board is of the view that there are

adequate processes for identifying, evaluating and

managing the Group’s principal risks. These processes

take the form of a formal risk management policy

supported by financial and management controls,

which are operated Group-wide and are subject to

both internal review by the Chief Financial Officer and

Group Internal Audit, and external review as part of the

statutory audit carried out by the external auditors.

MJ Gleeson plc Annual Report & Accounts 2025116

Corporate Governance Report

CONTINUED

Viability statement

In accordance with the Code, the Directors have

assessed the viability of the Company and the Group

over a period longer than the 12 months required by

the going concern principle. This takes account of the

current position and circumstances of the Group, and

the potential impact of its principal risks.

The Directors conducted their assessment for a period

of three years to 30 June 2028, which is covered by the

Group’s financial budget and plan approved by the

Board in July 2025. It is also aligned to the operational

period of a number of Gleeson Homes’ developments.

This has enabled a meaningful assessment of viability

to be undertaken, utilising detailed Board-approved

financial budgets that incorporate individual site cash

flow forecasts.

The Directors have considered sensitivities from the

impact of a severe but plausible downturn in the

housing and land markets. For Gleeson Homes, this

included the impact of a downturn in both volumes

and selling price. For Gleeson Land, the Directors have

considered the impact of delays to the completion of

land sales combined with a reduction in land values.

Further details can be found in note 1 of the financial

statements on page 183.

Additionally, the Directors have considered the

measures that would need to be taken to mitigate the

impact of these sensitivities, including the ability of the

Group to curtail expenditure on new land purchases,

new site starts, reduce overheads and cut discretionary

spend. This would include reducing future dividend

payments in response to a severe but plausible

downturn.

A core principle of the Group is to maintain a cautious

approach to debt funding. The Group has a committed

bank facility of £135m available until October 2027,

with a further one-year extension option provided by

two banks. At the balance sheet date, the Group held

cash and cash equivalents of £6.5m (2024: £12.9m)

net of an overdraft of £2.3m (2024: £nil), together with

borrowings of £5.0m (2024: nil). Borrowings net of

cash, therefore, was £0.8m (2024: £12.9m) and the total

unused facility was £127.7m (2024: £135m).

Based on these facilities, the Group continues to have

a high level of liquidity including under the severe but

plausible scenario, to continue in operation, meet its

liabilities as they fall due and remain in compliance

with its financial covenants over the three-year viability

period. The mitigating actions required do not disrupt

the Group’s ability to grow over the long term.

Based on the results of this assessment, the Directors

have a reasonable expectation that the Company and

the Group will be able to continue in operation and

meet its liabilities as they fall due over the three-year

viability period.

Assessing the Group’s prospects beyond the viability

period, the Directors consider that demand will

remain strong due to the fundamental under-supply

of affordable, high-quality new homes in the market.

The Group maintains a well-capitalised balance sheet

and operates a sustainable business model that will

continue to deliver growth.

MJ Gleeson plc Annual Report & Accounts 2025 117

Corporate Governance

Dear shareholder,

I am pleased to present the Nomination Committee

Report for the year ended 30 June 2025.

Operation of the Committee

The Committee comprises the Chair and two

independent Non-Executive Directors. The Chief

Executive Officer, Chief Financial Officer, Group HR

Director and Company Secretary attend meetings at the

invitation of the Committee.

During the year, the Committee met formally twice

to consider a range of matters, and held a number of

unscheduled meetings in relation to the appointment of

the Board Chair and new Senior Independent Director.

Committee changes

Following the resignation of James Thomson, Fiona

Goldsmith was appointed Chair of the Committee in

April 2025.

I am pleased to be appointed as Chair

of the Committee and we have already

commenced an external process to appoint a

further Non-Executive Director to the Board

with the requisite skills and expertise to chair

the Audit Committee.”

Fiona Goldsmith

Chair

KEY ACHIEVEMENTS FOR 2025

■ The appointment of Fiona Goldsmith as Chair

of the Board (process led by Nicola Bruce).

■ Review and implementation of

recommendations from the 2024 external

board evaluation.

■ Executive and senior management

development and succession planning.

■ Oversight of the Company’s developing

Equity, Diversity, and Inclusion strategy.

■ Oversight of the Company’s Graduate and

Apprenticeship Schemes.

AREAS OF FOCUS FOR 2026

■ The appointment of a new independent

Non-Executive Director to chair the Audit

Committee.

■ Executive and senior management

development and succession planning to

meet medium and long-term requirements.

■ Continued focus on, and monitoring of, the

Company’s strategy on Equity, Diversity, and

Inclusion.

Committee members

Fiona Goldsmith (Chair)

Elaine Bailey

Nicola Bruce

MJ Gleeson plc Annual Report & Accounts 2025118

Nomination Committee Report

Activities during the year

The Committee’s main activities included:

■ The appointment of Fiona Goldsmith as

Chair of the Board (with the process led by

Nicola Bruce), and of Nicola Bruce as Senior

Independent Director.

■ Board and senior management development

and succession planning.

■ Oversight of the Company’s talent

development programme including the

Graduate and Apprenticeship Schemes.

■ Consideration of the Company’s annual

people survey results and oversight of action

plans for the following year.

■ Development of the Company’s Equity,

Diversity, and Inclusion strategy.

■ A review of the annual Board and Committee

evaluation.

■ An annual review of the Committee’s terms of

reference.

Board appointments

Chair: The Committee, led by Nicola Bruce,

undertook a comprehensive process to appoint

a new Board Chair following the resignation of

James Thomson in April 2025.

On 23 April 2025, the Committee recommended

to the Board that Fiona Goldsmith be

appointed to the role of interim Chair, whist

the process for finding a permanent Chair was

commenced. The Committee undertook an

appropriately structured governance process

for the appointment, including discussions with

leading board-level recruitment agencies and

professional advisers. On 4 July, the Committee

was pleased to recommend to the Board that

Fiona Goldsmith be appointed as Chair with

immediate effect. The Committee is confident

that Fiona has the qualities, credentials and

capabilities to lead the Board successfully.

Senior Independent Director: The Committee

was pleased to recommend to the Board that

Nicola Bruce replace Fiona Goldsmith as Senior

Independent Director, effective from 4 July 2025.

Re-election of Directors

In accordance with the requirements of the 2018

UK Corporate Governance Code, all Directors will

retire and offer themselves for re-election at the

AGM in November 2025.

Length of service on Board

Fiona Goldsmith 6 years

Graham Prothero

2 years

Stefan Allanson

10 years

Christopher Mills

16 years

Elaine Bailey

4 years

Nicola Bruce

2 years

Board attendance

100%

Gender representation

Female 3

Male 3

Board independence

Independent 2

Non-independent 3

Chair 1

MJ Gleeson plc Annual Report & Accounts 2025 119

Corporate Governance

Diversity and inclusion

The Board Diversity Policy, which was reviewed

during the year, sets the framework to ensure that

candidates for Board appointments are considered on

merit against objective criteria, with due regard to the

benefits that can arise from diversity of background,

gender, ethnicity, skills and knowledge, which does not

place any candidate at a disadvantage.

We believe that the composition and quality of the

Board should be in keeping with the size of the Group,

its sector, culture, and status as a listed company. We

understand that a diverse Board with a range of views

and backgrounds enhances decision making, which is

beneficial to the Group’s long-term success and in the

interests of the Company’s stakeholders.

While the Board does not currently set specific targets

for boardroom diversity, it is compliant with two of

the three targets set out in the Listing Rules with the

number of women on the Board representing 50% and

Fiona Goldsmith and Nicola Bruce being the Chair and

Senior Independent Director respectively.

The Board is aware that it does not currently meet

the target that at least one member of the Board is

from a minority ethnic background and will keep its

composition under review ensuring that all future

appointments, which will continue to be made on

merit, have due regard to this target.

Numerical diversity data as at 30 June 2025 in the format required by the Listing Rules is set out below.

Gender diversity

Number

of Board

members

Percentage

of the

Board

Number of senior

positions on the Board

(CEO, CFO, SID, and Chair)

Number in

Executive

management

Percentage

of Executive

management

Men 3 50% 2 6 75%

Women 3 50% 2 2 25%

Not specified/prefer

not to say – 0% – – 0%

The Company is treating the Executive Leadership Team as ‘executive management’ for the purpose of this data set. The Executive

Leadership Team consists of the Executive Directors, the Managing Director of Gleeson Land, the Chief Operating Officer of Gleeson Homes,

the two Divisional Managing Directors of Gleeson Homes, the Company Secretary and the Group HR Director.

Ethnic background

Number

of Board

members

Percentage

of the

Board

Number of senior

positions on the Board

(CEO, CFO, SID, and Chair)

Number in

Executive

management

Percentage

of Executive

management

White British or

other white 6 100% 4 8 100%

Minority ethnic

background – 0% – – 0%

Not specified/prefer

not to say – 0% – – 0%

The Company is treating the Executive Leadership Team as ‘executive management’ for the purpose of this data set. The Executive

Leadership Team consists of the Executive Directors, the Managing Director of Gleeson Land, the Chief Operating Officer of Gleeson Homes,

the two Divisional Managing Directors of Gleeson Homes, the Company Secretary and the Group HR Director. This disclosure is based on

data disclosed by the relevant individuals and held in the HR system.

The Group also implements an equality and diversity policy in respect of its wider workforce, with further details set

out on page 52.

MJ Gleeson plc Annual Report & Accounts 2025120

Nomination Committee Report

CONTINUED

Nomination Committee priorities in 2025

PRIORITIES WORK CARRIED OUT OUTCOME

Priority 1

Appointment of a new Chair.

The Committee undertook an

appropriately structured governance

process for the appointment, including

discussions with leading board-level

recruitment agencies, professional

advisers and other stakeholders.

On 4 July 2025 the Committee

recommended to the Board that

Fiona Goldsmith be appointed as

the Chair with immediate effect.

Priority 2

Oversee implementation of Equity,

Diversity and Inclusion initiatives

for both gender and ethnicity.

The Committee received and reviewed

details of the Company’s policy and

strategy on EDI.

Approval of the Group’s EDI policy

and continued development and

implementation of the strategy

with the Committee’s oversight.

Succession planning and Board

appointments

We recognise that succession planning is an important

contributor to the Group’s long-term sustainable

success. For the Board, this is monitored through

regular discussions in Nomination Committee

meetings, bi-annual skills matrices, and through the

Board’s annual performance evaluation.

The Group’s EDI policy and strategy is embedded in

Board recruitment and succession planning and is

overseen by the Committee.

The Board appointment process identifies a

recruitment need by looking at the tenure of each

individual Director, the background, knowledge and

skills of each Director, and Board composition, including

gender and ethnicity, as a whole. This process enables

the Nomination Committee to develop and implement

plans for the short, medium, and long term, which

supports a diverse pipeline of potential candidates.

External advisers

The Nomination Committee uses external advisers,

where required, to assist with the recruitment process.

Board performance evaluation

Process

Following the external evaluation of the Board and

its Committees facilitated by Bvalco during 2024, the

Board deemed it appropriate to carry out an internal

evaluation of the Board and its Committees in 2025. The

evaluation was facilitated by the Company Secretary

and required all Directors to complete questionnaires

covering the same thematic areas as those used in

the 2024 evaluation. Other individuals who are regular

attendees and contributors to some Committee

meetings were invited to participate in the evaluation.

The new Chair’s appointment was confirmed in July

2025 further to Board consideration of her qualities,

credentials and capabilities. A formal review of the Chair’s

performance will be carried out in the next financial year.

Outcome

The findings and recommendations from these

evaluations were reviewed and discussed by the

Board and it was concluded that the Board and its

Committees continue to perform effectively, with no

significant issues of concern and all Directors providing

constructive contribution and challenge.

Areas reported positively include the level of

communication between Board members, the

communication and working relationship between the

main Board and its sub-committees, and the Board’s

understanding of the Company’s business purpose,

values and strategy.

Areas identified for further development include how

the Board is perceived by its internal stakeholders

(such as the workforce), Board succession planning

and the current size and composition of the Board.

Progress against all observations and

recommendations will be monitored during 2026 as an

item on the Board agenda.

Looking to 2026

The Committee has commenced a search for a

new independent Non-Executive Director who has

the requisite skills and expertise to chair the Audit

Committee. The Board is also focused on overseeing

the development of appropriate succession planning

for the Board, Executive Directors and senior leaders.

With the Group’s EDI strategy now launched, the

Committee is keen to oversee progress on promoting

greater diversity and inclusion across the business.

Fiona Goldsmith

Chair of the Nomination Committee

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 121

Corporate Governance

This has been a busy year for the Committee

as the Group prepares for changes under the

revised Code as well as responding to other

legislation such as ECCTA. The Committee

continues to support the Board in ensuring

that effective systems of risk management

and control are maintained in response.”

Fiona Goldsmith

Chair of the Audit Committee

Committee members

Fiona Goldsmith (Chair)

Elaine Bailey

Nicola Bruce

KEY ACHIEVEMENTS FOR 2025 AREAS OF FOCUS FOR 2026

■ Monitoring of costs to complete in order

to assess the integrity of profit and margin

recognition and valuation of work in progress.

■ Monitoring progress of the Group’s work

over risk management and controls being

carried out in preparation for changes to the

Corporate Governance Code.

■ Review of internal audit findings and

implementation of actions identified,

including any follow-up.

■ In conjunction with the Board, monitoring

the Group’s exposure to the Building Safety

Act, progress to date, and adequacy of

provisions, including consideration of legacy

issues arising in the year.

■ Review of the Group’s response, policy

and fraud risk assessment under ECCTA

regulations.

■ Further work to enhance the Group’s risk

management and controls including

embedding a strong ‘controls culture’ within

the business.

■ Further development of the Group internal

audit plan and resources.

■ Continued focus on commercial processes,

cost management, profit and margin

recognition.

■ Ongoing assurance over the financial and

operational controls, regulatory compliance

and risk management processes of

the Group.

■ Competitive tender process for the external

audit in respect of the 2027 financial year

onwards.

MJ Gleeson plc Annual Report & Accounts 2025122

Audit Committee Report

Dear shareholder,

I am pleased to introduce the Audit Committee Report

for the financial year ended 30 June 2025.

Operation of the Committee

The committee comprises the Chair and two

independent Non-Executive Directors. The Board is

satisfied that the membership of the Audit Committee

meets the requirement for relevant and recent

financial experience. The biographies and professional

qualifications of the members are shown on pages 110

and 111.

The Chief Executive Officer, Chief Financial Officer,

Company Secretary and other senior management

are invited to attend meetings, along with the Group’s

internal and external auditors, when required. The

Committee also met with the Group’s internal and

external auditors without the presence of Executive

Directors or senior management on several occasions

throughout the year.

Committee meetings

The Committee is required, in accordance with its

terms of reference, to meet at least three times a year.

During the year, the Committee formally met five

times to discharge its duties.

Audit Committee activities in 2025:

ACTIVITY WORK CARRIED OUT OUTCOME

Financial

reporting – fair,

balanced and

understandable

The Committee reviewed the integrity of this Annual Report

and Accounts and formal announcements made during the

year relating to the Group’s financial performance. At the

request of the Board, the Committee considered whether

the 2025 Annual Report and Accounts taken as a whole is

fair, balanced and understandable and whether it provides

the necessary information for shareholders to assess the

Company’s performance, business model and strategy.

The Committee was

satisfied that, taken as a

whole, the 2025 Annual

Report and Accounts

is fair, balanced and

understandable and

provides sufficient

information for

shareholders to assess the

Company’s and Group’s

performance, business

model and strategy.

Risk

management

and internal

controls

The Committee reviewed progress with the wider programme

of risk management and testing of control effectiveness across

the Group. This project is focused on improving the maturity

of the risk management framework and mitigating controls

ahead of changes to the Corporate Governance Code. Key

management are responsible for functional risk registers,

which identify the operational and compliance risks and

controls for their functional area of the business, together

with the risk and controls matrices, which set out the financial

reporting controls. These have been developed in conjunction

with third-party review and support.

A summary of principal Group risks and any changes during

the year is set out in Risk Management on pages 38 to 43.

The Committee and the

Board fully understand

and manage the balance

of risks in the business.

The Committee supports

the Group in moving

to an enhanced risk

management and control

framework in readiness for

changes to the Corporate

Governance Code.

MJ Gleeson plc Annual Report & Accounts 2025 123

Corporate Governance

ACTIVITY WORK CARRIED OUT OUTCOME

Group taxes

The Committee received regular updates on Group tax

matters. These cover all aspects of compliance, including

VAT, Corporation Tax, Residential Property Developers Tax,

Construction Industry Scheme, and employment taxes,

including off-payroll working arrangements. The Committee

oversaw the Group’s submission of an unqualified Senior

Accounting Officer certificate.

The Committee reviewed the Group’s Tax Strategy statement

for the year to 30 June 2025 and recommended its approval to

the Board. A copy of the Tax Strategy statement can be found

on the Company’s website www.mjgleesonplc.com

The Committee satisfied

itself that the processes

and controls associated

with Group taxes remain

robust.

Legacy matters

and Building

Safety

The Committee and Board received updates on progress to

date with works to remediate buildings directly identified

in respect of the DLUHC Self-Remediation Terms and the

Responsible Actors Scheme.

The Committee received and reviewed reports on claims

associated with the legacy businesses, being the contracting

and engineering businesses sold more than ten years ago. This

includes those buildings indirectly impacted by the changes

brought about by the enactment of the Building Safety Act

2022 and the Government’s Self-Remediation Terms.

The Committee is

satisfied that the Group

is complying with its

obligations under the Self-

Remediation Terms, and, in

conjunction with the Chief

Financial Officer, continues

to monitor the status of

claims and any remaining

liabilities.

ECCTA

The Committee reviewed and approved the Group’s policy

and response in respect of the Economic Crime and Corporate

Transparency Act 2023 (ECCTA).

The Committee is satisfied

that the Group’s response

to its obligations under

ECCTA is proportionate and

appropriate.

Accounting

policy

The Committee reviewed the Group’s revenue recognition

policy for partnerships as well as updates to the Group

Accounting Policy Manual.

The Committee is satisfied

that the updates to the

Group’s accounting policies

are appropriate, including

for partnerships.

Internal audit

The Committee set the internal audit plan for the financial

year ended 30 June 2025 at its meeting in September 2024. As

covered under “Internal audit”, the Committee received and

reviewed reports from the internal auditor throughout the

year on internal audits conducted across the business. This

included commercial site audits and cost reviews, HR controls

around new starters and rights to work, and the onboarding of

new suppliers and subcontractors.

The Committee remains

satisfied with the

effectiveness of the internal

audit function.

External audit

The Committee received and reviewed the external auditors’

Group audit plan at its meeting in February 2025. Following

completion of the audit of the Group, the external auditors

presented their findings to the Committee in September 2025.

The Committee remains

satisfied with the

effectiveness of the

external auditors and the

audit process.

Other activities

During the year, the Committee also reviewed reports on IT and systems, corporate disclosures and MAR, GDPR, credit

risk, Corporate Criminal Offence, anti-bribery and malpractice monitoring and whistleblowing.

MJ Gleeson plc Annual Report & Accounts 2025124

Audit Committee Report

CONTINUED

Financial reporting and significant judgements

ACTIVITY WORK CARRIED OUT OUTCOME

Margin

recognition

The allocation of inventories to cost of sales on

the sale of individual homes is dependent on

estimates of total build costs and future selling

prices for each site as a whole. These estimates

impact on the timing and amount of profit margin

recognised on sales of individual homes.

The Committee monitors the effectiveness of

internal controls exercised over the key processes

employed by the Group in site development

activities and the forecasting of future costs,

revenue and profit.

The Committee receives regular reports regarding

sales of homes and the costs, and possible

future costs, relating to individual sites. The

Committee reviewed the assumptions applied

by management, supporting the profit margin

recognised on the sale of individual homes, and

concluded that they remain appropriate.

The allocation of inventories to cost of

sales on the sale of individual homes is

dependent on estimates of total build

costs and future selling prices for each

site as a whole. These estimates impact

the timing and amount of profit margin

recognised on sales of individual homes.

The Committee monitors the

effectiveness of internal controls

exercised over the key processes

employed by the Group in site

development activities and the

forecasting of future costs, revenue and

profit.

The Committee receives regular reports

regarding sales of homes and the costs,

and possible future costs, relating

to individual sites. The Committee

reviewed the assumptions applied by

management, supporting the profit

margin recognised on the sale of

individual homes, and concluded that

they remain appropriate.

Carrying

value of land

and work in

progress

The most significant asset carried by the Group

is inventory, which includes land and work in

progress. The Group carries inventories at the

lower of cost and net realisable value, which is

dependent on estimates of total build or land

promotion costs and future selling prices. There

is, therefore, a risk that land and work in progress

is held at a value in excess of the lower of cost and

net realisable value.

The Committee monitors the effectiveness of

internal controls exercised over the key processes

employed by the Group in site development

activities and the forecasting of future costs,

revenue and profit.

The Committee also receives regular reports on

the carrying value of land and work in progress in

Gleeson Homes and Gleeson Land. The Committee

reviewed these reports and debated them with the

internal auditor and with management.

The Committee satisfied itself that

the carrying value of land and work in

progress remains appropriate.

The Committee satisfied itself that the

associated processes and controls have

continued to operate effectively across

the Group and the assumptions applied

by management in relation to profit

recognition are appropriate.

MJ Gleeson plc Annual Report & Accounts 2025 125

Corporate Governance

ACTIVITY WORK CARRIED OUT OUTCOME

Building

safety

The Committee and Board reviewed and

challenged progress on the remediation of

buildings over 11 metres, in which the Group played

a part in developing. The Committee remains

satisfied with the progress made by the Group in

working with subcontractors to carry out works

required and the assessment of costs remaining

for life-critical fire-safety remediation in respect of

any such buildings. More details can be found in

note 18 to the financial statements.

The Committee satisfied itself with the

work being undertaken by the Group in

respect of the identification, assessment

and remediation of life-critical fire-

safety matters, and that the provisions

recognised remain appropriate.

Climate

change and

environmental

risk

The Committee reviewed the risk of climate

change impacting the Group as part of the risk

Climate change has the potential to impact

the Group through restricted land availability,

disrupted build programmes, material and labour

shortages and increased costs. This could impact

the carrying value of assets, including land held in

inventory, or require specific provisions to be made.

The Committee satisfied itself that

no provisions or impairment of assets

should have been recognised in these

financial statements as a result of

climate change or environmental risks,

and that this remains appropriate.

Going

concern

and viability

reporting

The Committee examined the financial forecasts

for the Group including the impact of a severe,

but plausible, downturn in the housing and land

markets. These were examined by the Committee

in conjunction with its review of this Annual Report

and Accounts. The Committee satisfied itself and,

subsequently, the Board, that the going concern

basis of preparation continues to be appropriate

in the context of the Group’s banking and liquidity

position. Further details can be found in note 1 of

the financial statements on page 183.

In accordance with the provisions of the Code,

the Committee considered the time period over

which it could reasonably assess the Group’s ability

to continue to trade, taking into account the

Group’s financial budget period and operational

forecasts. It concluded that this should remain

a three-year period, as explained in the viability

statement on page 117. The Committee received

detailed financial analysis based on the Group’s

latest budget and plan with a severe, but plausible,

scenario applied over the three-year period and

determined there was a reasonable expectation

that the Group will be able to continue in

operation, meet its liabilities as they fall due and

maintain compliance with its banking covenants.

The Committee satisfied itself that,

based on the financial modelling

undertaken, the Company and Group

have adequate resources to continue

in operation for the foreseeable future

and operate in compliance with the

Group’s bank facilities. The Committee

recommended statements to this effect

to the Board to approve for inclusion in

this Annual Report and Accounts.

MJ Gleeson plc Annual Report & Accounts 2025126

Audit Committee Report

CONTINUED

The significant financial reporting matters and

areas of significant judgement considered by the

Committee during the year are those that present a

risk of material misstatement to the Group’s financial

statements, being:

Effectiveness of internal controls and

risk management systems

The Committee is responsible for reviewing and

monitoring the effectiveness of internal controls and

risk management systems on behalf of the Board.

The Group’s system of internal control includes the

following processes:

■ The Board has established defined lines of authority

to ensure that significant decisions are taken at an

appropriate level.

■ The Board and management meet regularly to

monitor performance against key performance

indicators, which include cash management and

financial and operational measures. A variety of

financial and non-financial reports are produced to

facilitate this review process.

■ The Group employs individuals of appropriate

calibre and provides any training that is necessary

to enable them to perform their role effectively. Key

objectives and opportunities for improvement are

identified through performance and development

reviews.

■ Each division has defined procedures and controls

to identify and minimise business, operational

and financial risks. These procedures include

segregation of duties, provision of regular

performance information and reports, approval

procedures for transactions and the maintenance

of proper records. The Group’s programme of

insurance covers the major risks to the Group’s

assets and business and is reviewed annually.

■ Authorities are in place that require divisional

management to refer all significant decisions that

exceed prescribed limits to either the Executive

Directors or the Board for approval.

Regular reviews are undertaken in order to identify any

changes in procedure or controls that may be required

in the light of changing circumstances.

The effectiveness of the overall internal control

framework and risk management process is monitored

by both the Audit Committee and the Board. The Risk

Management section on pages 38 to 43 sets out details

of the principal risks that the business faces and how it

manages these risks.

The Committee has satisfied itself that an appropriate

system of internal controls and risk management

processes has been maintained throughout the year to

safeguard shareholder interests as well as the Group’s

assets in accordance with the requirements of the Code.

Whistleblowing arrangements

The Group has in place a formal whistleblowing policy,

an internal whistleblowing mailbox monitored by

the Head of Legal and Company Secretary, and an

independent external whistleblowing helpline. These

enable all employees of the Group to confidentially

report any malpractice or matters of concern they have

regarding the actions of employees, management

or Directors, and any unlawful behaviour or breaches

of the Group’s policies or practices, without fear

of recrimination. The policy includes a process for

proportionate and independent investigation of any

reports received. This may involve an informal review,

an internal inquiry, or a more formal investigation.

Whenever possible, feedback is given to the

whistleblower on the outcome of any investigation.

The Head of Legal and Company Secretary maintains

a register of reports received through both internal

and external processes, which is reviewed by the

Committee at least every six months.

Employee awareness of the Group’s whistleblowing

policy is maintained through the induction process,

newsletters, posters and reminders that “if you see

something, say something”. Employees also undertake

a mandatory online course, which is designed to raise

awareness of reportable issues or incidents upon

joining, which is repeated every 12 months.

Anti-bribery and corruption policy

The Group values its long-standing reputation for

ethical behaviour and integrity. Conducting its

business with the highest ethical standards and a zero-

tolerance approach to all forms of corruption is central

to these values, the Group’s image and reputation. The

Group policy sets out the standards expected of all

employees in relation to anti-bribery and corruption,

and the Board has overall responsibility for ensuring

this policy complies with the Group’s legal and ethical

obligations and that everyone in the organisation

complies with it. This policy is also relevant for third

parties who supply goods or perform services for, or on

behalf of, the Group. We require those parties to adhere

to this policy or have in place equivalent policies and

procedures to combat bribery and corruption.

All employees also undertake a mandatory online

training course, which is designed to raise awareness of

bribery and corruption offences and penalties for both

individuals and the Group.

The Committee reviews a report on the registers of

gifts and hospitality given or received by Directors and

employees of the Group at least every six months. No

incidents of bribery or corruption involving the Group

or its employees were reported to the Committee

during the year.

MJ Gleeson plc Annual Report & Accounts 2025 127

Corporate Governance

Human rights and modern slavery

In accordance with section 54(1) of the Modern Slavery

Act 2015, the Board reviews, approves and publishes

the Group’s Modern Slavery Statement on an annual

basis. Modern slavery risk is overseen by the modern

slavery focus group, led by the Chief Financial Officer

and Head of Legal and Company Secretary. Risks

are regularly assessed, with the Group’s highest risk

area, being its supply chain, regularly audited. To

ensure there is a full understanding of modern slavery

risk throughout the business, all employees receive

online training on spotting the signs of slavery within

the workplace and are actively encouraged to raise

concerns through the whistleblowing lines.

Internal audit

The Committee is responsible for reviewing and

approving the annual internal audit plan. This continues

to cover a broad scope of activities across the Group,

focused on areas of risk and management judgement.

During the year, the Committee received reports

from the internal auditor on the findings of internal

audits conducted throughout the business, together

with proposed recommendations to rectify any issues

identified. These reports covered a range of areas

including:

■ costs to complete on selected Gleeson Homes sites;

■ the carrying value of land and work in progress in

Gleeson Homes and Gleeson Land; and

■ operational and compliance controls including HR

controls over new starters and rights to work.

The findings of these reports were actively debated

by the Committee with the internal auditor and with

management. The Committee monitored the follow up

on actions identified.

The Committee reviewed the effectiveness of the internal

audit function and concluded that it has operated

effectively and provided a suitable level of independent

scrutiny across the operations of the Group.

External audit

PricewaterhouseCoopers LLP were first appointed

as auditors to the Group in December 2016 following

a competitive audit tender, and were most recently

reappointed following approval by shareholders at the

AGM on 15 November 2024.

In February 2025, the auditors presented their

Group audit plan to the Committee, identifying

their assessment of key risks in the Group’s financial

reporting. For the 2025 financial year, as in prior

years, the primary risks identified were in relation to

inventory valuation and profit recognition in Gleeson

Homes, work in progress in Gleeson Land and the

building safety provision. Consistent with the prior

year, the carrying value of investments in subsidiaries

was also identified as a primary risk in relation to the

Company only.

The Committee formulates and oversees the Group’s

policy on monitoring external auditors’ objectivity and

independence in relation to non-audit services and is

responsible for the approval of all audit and non-audit

fees for services provided by the Company’s auditors. As a

result of the EU Audit Reforms Regulations (as amended

11 June 2016), and the FRC’s revised ethical standard (as

revised December 2019), the auditors are excluded from

undertaking a range of work on behalf of the Group to

ensure that the nature of non-audit services performed,

or fee income earned relative to the audit fees, do not

compromise, and are not seen to compromise, the

auditors’ independence, objectivity or integrity.

For the year to 30 June 2025, there were no non-audit

fees paid to the external auditors. Details of the audit

fees incurred are disclosed in note 4 to the financial

statements.

The Committee assesses the performance and

effectiveness of the external auditors on an annual

basis. When making their assessment, the Committee

considers feedback from the Chief Financial Officer

and other senior finance management, the auditors’

fulfilment of the agreed audit plan, and the auditors’

objectivity and independence during the process.

The Committee also holds private meetings with

the auditors on an annual basis. Matters discussed

include the auditors’ assessment of business risks

and management activity thereon, the transparency

and openness of interactions with management and

confirmation that there has been no restriction in

scope placed on them by management.

The Committee concluded that the audit process had

been conducted robustly and PricewaterhouseCoopers

LLP’s performance, as auditors of the Company, was

considered to be satisfactory. As the auditors have

indicated their willingness to continue in office, a

resolution that they be reappointed will be proposed at

the next AGM of the Company on 14 November 2025.

Under the mandatory rotation of engagement partner

rules a new partner, Tom Yeates, was appointed from

this date.

Under current regulations, the Company is due to

re-tender its audit in 2026 for the 2027 financial year;

a formal tender process will be commenced in the

current year.

Fiona Goldsmith

Chair of the Audit Committee

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025128

Audit Committee Report

CONTINUED

St Patrick’s Vale,

Aspatria, Cumbria

Corporate Governance

MJ Gleeson plc Annual Report & Accounts 2025 129

We were delighted to have our greenhouse

gas reduction targets validated by the SBTi

this year. This represents an important

milestone for the Group on its pathway to

delivering direct climate action.”

Elaine Bailey

Chair of the Sustainability Committee

KEY ACHIEVEMENTS FOR 2025 AREAS OF FOCUS FOR 2026

■ Validation from the Science Based Targets

Initiative (SBTi) for our near-term and net-

zero targets, including ‘FLAG’ emissions.

■ Review progress against 2025 sustainability

targets and setting of 2026 targets.

■ Approval of the appointment of an

Environmental Manager to enhance

environmental management processes

■ Oversight and review of the Group’s climate-

related reporting and disclosures, and climate

risk scenario modelling for TCFD.

■ Review of the Group’s environmental risks

and mitigating actions.

■ Approval of an enhanced Supplier Code

of Conduct Policy to enforce our ESG

expectations of our supply chain partners.

■ Monitor progress against 2026 sustainability

targets and actions.

■ Monitor and support the delivery of carbon

reduction initiatives against SBT.

■ Implement and monitor our refreshed

waste and resource management and waste

optimisation processes.

■ Review the potential implementation of ISO

management systems.

Committee members

Elaine Bailey (Chair)

Graham Prothero

Stefan Allanson

MJ Gleeson plc Annual Report & Accounts 2025130

Sustainability Committee Report

Dear shareholder,

I am pleased to introduce our Sustainability Committee

Report for the year ended 30 June 2025, which sets

out the progress that we have made against our

sustainability objectives.

Operation of the Committee

The Committee comprises the Chair, the Chief

Executive Officer and the Chief Financial Officer. Other

members of the Board, senior management and

external advisers are invited to attend for all, or part of,

any meeting as and when required.

Committee meetings

The Committee is required, in accordance with its

terms of reference, to meet at least three times per

year. During the year, the Committee met on four

occasions, three of which were scheduled meetings.

Activities during the year

During the year, the Committee dealt with the

following key matters:

■ Reviewing and recommending to the Board

approval of the submission of a robust and

verifiable carbon reduction plan that meets the

SBTi criteria and recommendations.

■ Reviewing progress against 2025 sustainability

targets and actions.

■ Agreeing new sustainability targets and actions

for 2026.

■ Reviewing the Group’s environmental risk register.

■ Approving a new materiality assessment to be

conducted with stakeholders.

■ Conducting a sustainability deep dive for the Board.

■ Reviewing sustainability-related policies.

■ Agreeing further steps for the Group in respect of:

– submitting near-term and net-zero targets

across scopes 1, 2 and 3 and gaining validation

by the SBTi;

– enhancing employee engagement;

– enhancing the customer experience;

– implementing and enforcing a supplier code of

conduct;

– agreeing a range of climate-related scenarios

and reviewing their impact on the Group; and

– reviewing climate-related disclosures in

accordance with the Task Force on Climate-

related Financial Disclosures (“TCFD”) and the

Sustainability Accounting Standards Board

(“SASB”).

Our aims

Our aim is to ensure that the Group continues to

meet its obligations and targets for sustainability,

ensuring that all material issues are identified,

monitored and reported on. The Group’s approach to

sustainability is centred around communities, people

and the environment. The Committee reviews all

aspects of these areas, with a particular focus on the

environmental impact of the Group’s activities.

The potential impacts of climate change affect not only

our business, but also the communities in which we

build. These impacts include both ‘transitional’ risks

such as changes to government policy and regulations,

and the physical impacts arising from changing

weather, flooding and water stress.

For these reasons we committed to setting Science

Based Targets, which sets our intention to reduce

near-term emissions by 2032, and to achieve net

zero by 2050 and which includes Forestry, Land

and Agriculture (FLAG) emissions associated with

land use change and upstream FLAG commodities

(timber procurement). These are supported by a

plan to achieve the intended reductions for scope

1, 2 and 3 emissions. Further details on our carbon

emissions and carbon reduction plans can be found on

pages 66 to 73.

We set sustainability targets and actions that can be

quantified and that are, ideally, within the tenure of

those who are measured against them. This enables

sustainability targets to be linked to performance

and remuneration effectively and drives purposeful

outcomes, which help to drive the business towards

achieving its sustainable business strategy.

To ensure the Group’s sustainability strategy

and objectives are aligned to our stakeholders'

expectations, we undertook a revised materiality

assessment during the year. The findings of the

assessment can be found on pages 78 and 79.

We also consider wider environmental issues and

monitor environmental risks, both current and

emerging, and these are set out in our reporting under

TCFD. We seek to provide clarity and leadership in

our reporting on sustainability, sharing the Group’s

targets and performance, including where we have not

achieved targets and any areas for improvement. We

believe that our stakeholders value this honesty in our

reporting.

MJ Gleeson plc Annual Report & Accounts 2025 131

Corporate Governance

Sustainability Committee activities in 2025

ACTIVITY WORK CARRIED OUT OUTCOME

Carbon emissions

Following submission of science-based targets

in June 2024, during the year we obtained

validation by the SBTi for near-term and net-

zero targets including FLAG emissions.

The Committee has continued to review the

progress made on our carbon emissions

reduction plan and the viability of achieving

long-term carbon reduction targets, which was

validated by the SBTi.

The detailed validation of emissions

has enabled us to more robustly

develop our medium and long-term

carbon reduction pathway and to

include FLAG emissions.

Based on the projected plans,

the Committee recommended to

the Board to submit our targets,

including FLAG for validation by

the SBTi.

Sustainability

targets

The Committee received updates on progress

against the 2025 sustainability targets

published in last year’s Annual Report. The

Committee challenged where progress

was falling short of the targets set and the

corrective actions being taken. Progress against

our published 2025 targets can be found on

pages 80 and 81.

The Committee reviewed and approved the

targets and actions for 2026. These can be

found on page 82.

The Committee was satisfied with

progress against the 2025 targets

with all four overarching targets

being met.

The Committee approved the targets

and actions proposed for 2026.

Environmental risk

The Committee reviewed the environmental

risk register. This assesses both the inherent

and mitigated risks of the environmental issues

relevant to the Group.

Group risks, including those related to climate

change and sustainability, informed by the

environmental risk register, are monitored by

the Audit Committee and the Board as set out

in Risk Management on pages 38 to 43.

The Committee and the Board

fully understand and manage the

balance of environmental risks in the

business.

Climate-related

disclosures

The Committee reviewed draft and final

disclosures for inclusion in this Annual Report

and Accounts, including those based on the

recommendations of the TCFD, which can be

found on pages 84 to 91, and the relevant SASB

Industry Standards, which can be found on

pages 92 to 97.

The Committee approved the

disclosures for inclusion in this

Annual Report and Accounts.

Elaine Bailey

Chair of the Sustainability Committee

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025132

Sustainability Committee Report

CONTINUED

Alfie

Corporate Governance

MJ Gleeson plc Annual Report & Accounts 2025 133

A key focus for the Committee this year

has been a comprehensive review of our

Remuneration Policy.”

Nicola Bruce

Chair of the Remuneration Committee

Committee members

Nicola Bruce (Chair)

Elaine Bailey

Fiona Goldsmith

KEY ACHIEVEMENTS FOR 2025 AREAS OF FOCUS FOR 2026

■ Reviewing and proposing the new Directors’

Remuneration Policy for approval at the

2025 AGM.

■ Reviewing, assessing and approving annual

bonus and LTIP outcomes for 2025.

■ Approving performance targets for annual

bonus and LTIP awards for Executive

Directors and senior management for 2025.

■ Approving salary increases for Executive

Directors and senior management for 2026.

■ Reviewing proposals for workforce

remuneration in support of the Group’s

growth agenda.

■ Reviewing the Group’s Long Term Incentive

Plan rules and Annual Deferred Bonus

Plan rules for shareholder approval at the

2026 AGM.

■ Reviewing and considering the current long-

term incentive plans for below-board senior

management.

■ Setting targets for Executive remuneration

that align to the Group’s business strategy.

■ Reviewing wider workforce remuneration

and related policies.

MJ Gleeson plc Annual Report & Accounts 2025134

Remuneration Committee Report

Dear shareholder,

I am pleased to present the Directors’ Remuneration

Report for 2025.

The report is split into three sections:

1. This statement, which provides an overview of the key

decisions made within the year.

2. The Annual Report on Remuneration, which provides

details of the remuneration earned by Directors

during 2025, and how the Committee intends to apply

the new Directors’ Remuneration Policy in 2026.

3. The proposed new Directors’ Remuneration Policy for

which we will be seeking shareholder approval at the

2025 AGM.

Our new Directors’ Remuneration Policy

Our current Remuneration Policy was approved by

shareholders at the 2022 AGM (with 97.5% of votes cast

in favour) and is approaching the end of its three-year

term. In line with the usual three-year cycle, a new

Directors’ Remuneration Policy (“Remuneration Policy”)

will therefore be put to shareholders for approval at the

2025 AGM.

The Committee has undertaken a comprehensive review

of the Executive incentive framework. The Committee

considered a range of incentive frameworks and has

concluded that the current approach, comprising

an annual bonus and performance-based long-term

incentive, remains aligned to the Group’s strategy,

supports a performance driven culture and supports the

creation of shareholder value. Therefore, no changes are

proposed to the incentive framework.

One minor refinement to the Remuneration Policy

is proposed in relation to the annual bonus clawback

period which will align the Remuneration Policy with the

existing annual bonus rules. Therefore, under the new

Remuneration Policy, the clawback period for Executive

Director annual bonus awards will be extended from two

to three years following determination of the bonus.

The Committee considers that the existing Remuneration

Policy has been working well and has operated as

intended and therefore, save for this minor refinement,

no changes are proposed.

As part of the review, the Committee wrote to major

shareholders to advise of the proposed refinements and

invite further consultation and feedback.

Refinement to annual bonus and LTIP

performance metrics

The Committee has also reviewed the annual bonus and

LTIP performance metrics alongside the Remuneration

Policy and, after careful consideration, has made the

following refinements for future awards.

ESG and carbon reduction

An ESG metric with a 5% weighting was included

in the 2024 and 2025 annual bonus, relating to the

development and SBTi validation of a carbon reduction

pathway. Having now achieved SBTi validation of our

carbon reduction pathway, we are pleased to be able to

introduce a meaningful carbon reduction metric into

LTIP awards to be granted to Executive Directors during

the year ending 30 June 2026. The Committee believes it

is more appropriate to set carbon reduction performance

targets over a longer timeframe, and therefore it is more

sensible to move the ESG component from our annual

bonus plan into our LTIP.

Annual bonus performance metrics

The 2025 annual bonus was based on Group profit before

tax (75%), sales site openings (10%), customer experience

(10%) and ESG (5%). Noting that we will introduce a

carbon reduction metric into future LTIP awards, the 2026

annual bonus will be based on Group profit before tax

(80%), sales site openings (10%) and customer experience

(10%). The Committee considers that this balance

between profit and strategic metrics is appropriate.

Furthermore, the Committee will explicitly consider a

reduction in the bonus outcome if health and safety

standards have been unsatisfactory in the year or if there

has been a major safety failure. This includes where there

has been a material deterioration in the Group’s annual

Accident Injury Incident Rate.

MJ Gleeson plc Annual Report & Accounts 2025 135

Corporate Governance

LTIP performance metrics

Executive Director LTIP awards granted over the last five

years have been based on Earnings per share (EPS) (50%)

and relative Total Shareholder Return (TSR) (50%). The

Committee considers that EPS and relative TSR continue

to be appropriate performance metrics for MJ Gleeson,

rewarding the delivery of stretching bottom-line financial

performance and the creation of shareholder value. As

noted above, LTIP awards to be granted during the year

ending 30 June 2026 will also include a carbon reduction

metric. LTIP metrics will be weighted as EPS (50%),

relative TSR (40%) and carbon reduction (10%).

The Committee has also considered the appropriateness

of the TSR comparator group noting that since relative

TSR was introduced as a performance metric (year ended

30 June 2020), performance has been assessed against

a bespoke housebuilder comparator group which has

reduced in size due to sector consolidation.

When relative TSR was introduced as a performance

metric, the comparator group comprised of

11 housebuilder peers. The comparator group for the

latest LTIP awards comprises of eight companies (Barratt

Redrow, Bellway, Berkeley, Crest Nicholson, Persimmon,

Springfield Properties, Taylor Wimpey and Vistry). The

Committee is mindful that a smaller comparator group

increases the risk of one or two companies having a

disproportionate impact on the vesting outcome of the

relative TSR element. Therefore, for the LTIP awards to

be granted during the year ending 30 June 2026, the

Committee will assess the relative TSR element against

two comparator groups as follows:

■ 50% of the TSR element will be assessed against the

bespoke housebuilder comparator group (the same

as the LTIP award granted during the year ended

30 June 2025); and

■ 50% of the TSR element will be assessed against the

constituents of the FTSE SmallCap Index, excluding

investment trusts, financial services companies, and

mining and extraction companies.

The Committee believes that this is a more balanced

approach, where Executive Directors are incentivised

to outperform housebuilder peers as well as the

broader listed market, noting that the number of listed

housebuilder peers has reduced in recent years.

Pay and performance outcomes for 2025

Results for the year

The Group has acknowledged a number of performance

headwinds in the year, as has been reported elsewhere.

Nonetheless, Gleeson Homes completed the sale of

1,793 homes during the year, as compared to 1,772 homes

during 2024. Gleeson Land completed seven land

transactions during the year and ended the year with

a portfolio of 77 sites with the potential to deliver

18,401 plots for housing development.

Annual bonus

In line with our policy, Graham Prothero and Stefan

Allanson were awarded annual bonus opportunities of

150% and 125% of salary respectively for the year ended

30 June 2025. Their bonuses were based on Group profit

before tax (pre-exceptional items) with regard to 75% of

the potential award, and strategic performance for 25% of

the potential award.

The Group achieved profit before tax (pre-exceptional

items) of £21.9m for the year ended 30 June 2025 which,

although in line with revised market expectations, was

below the threshold target for bonus and, hence, the

profit-related element of the bonus awards lapsed in full.

The Executive Directors’ strategic performance objectives

were based on specific and measurable targets relating

to customer experience, sales site openings, and the

submission of a robust and verifiable carbon reduction

plan meeting the SBTi criteria and recommendations.

Based on performance against the strategic performance

objectives, Graham Prothero and Stefan Allanson each

earned a bonus equal to 5% of their maximum bonus

potential (equivalent to 7.5% of salary and 6.25% of salary

respectively). Full disclosure of performance against their

strategic objectives is set out on pages 141 and 142.

The Committee is conscious of the sensitivity of paying

bonuses when financial targets have not been achieved

and has reflected on this very carefully. The Committee

is aware of the importance of carbon reduction activities

in our sector to wider stakeholders. We are pleased to

be in a position to include a robust and measurable

three-year carbon reduction intensity measure in future

LTIP awards for Executive Directors as a consequence

of SBTi validation. Moreover, the executive team has

implemented structural changes at pace to improve

commercial delivery, to ensure that the business is well

positioned to deliver its projections for the year ending

30 June 2026 and its further growth plans over the

medium-term. The Committee therefore concluded

that the formulaic bonus outcome of 5% of maximum

is an appropriate reflection of the commitment and

performance of the Executive Directors in challenging

market conditions. No discretion was applied to adjust

the bonus outcomes either upwards or downwards.

MJ Gleeson plc Annual Report & Accounts 2025136

Remuneration Committee Report

CONTINUED

2022 LTIP

Stefan Allanson was granted an LTIP award in 2022

equal to 150% of salary. Graham Prothero was granted

an LTIP award in February 2023 equal to 250% salary,

which, as disclosed in the 2022 annual report was a

one-off exceptional award upon appointment. The

awards were subject to performance targets based

on EPS for 50% and relative TSR for 50% of the awards.

These awards will lapse in full based on performance

against the EPS and relative TSR targets. The Committee

determined that it was not appropriate to adjust the

formulaic vesting outcome for these awards in light of

the Group’s performance.

Reward for our employees

All of our employees contribute to the Group’s success

and, when making decisions in respect of the Executive

Directors, the Committee considers the reward

arrangements for, and views of, the wider workforce.

The Group was the first major housebuilder to be

accredited by the Living Wage foundation. Other

housebuilders have now followed our lead and the Group

believes that all employees in all sectors should be paid

the Real Living Wage or higher. The only exception is for

apprentices, where the Group continues to pay in line

with or above the Government’s guidelines.

With effect from 1 July 2025 an average salary increase

of 3.2% was awarded to the wider workforce. Salary

increases were reflective of individual performance as

well as being supportive to lower paid employees.

We support employee share ownership and operate a

tax-efficient all employee Share Incentive Plan so that

our employees may share in the Group’s success.

We value opportunities to engage with our employees

and the Chair and our Non-Executive Directors (fulfilling

a shared workforce representative role) actively engaged

with employees during the year on a range of topics of

interest to them including Directors’ remuneration.

Workforce engagement activities during the year

included site and office visits, reviewing the results of the

Group’s employee engagement survey and discussions

with senior management and staff on business

performance and matters of concern.

Gender pay reporting

The Group’s median ‘gender role gap’ is 4.8% in favour of

men, versus the 2024 national median of 7.0% in favour

of men. Whilst the legislation describes this as a ‘gender

pay gap’, the Group unequivocally has an equal pay

policy and pays men and women who occupy the same

role, the same.

The gap arises as a result, therefore, of men and women

occupying different roles in the business, which leads

to a gap between the median paid male versus the

median paid female. This is not indicative of unequal

pay and the Group continues to develop and encourage

more women into the industry including into more

senior roles.

Details of our equal pay policy and further details on our

gender pay report, are set out in the Group’s Gender Pay

Report, which can be found at www.mjgleesonplc.com

Remuneration in 2026

An overview of how we intend to apply the new

Directors’ Remuneration Policy during the year ending

30 June 2026 is set out on pages 138 and 139.

Conclusion

I trust the information presented in this report enables

our shareholders to understand both how we have

operated our Remuneration Policy during the year and

our rationale for decision making. We believe that the

Remuneration Policy operated as intended and consider

that the remuneration received by the Executive

Directors during the year was appropriate taking into

account Group and personal performance, and the

experience of all stakeholders. The Remuneration

Committee did not apply any discretion to the Executive

Directors’ reward outcomes in respect of the year ended

30 June 2025.

We have undertaken a thorough review of our

Policy which included a comprehensive shareholder

consultation exercise. I do hope we will again receive

your support for the resolutions relating to remuneration

at the forthcoming AGM, where I will be available to

respond to any questions shareholders may have on this

report or in relation to any of the Committee's activities.

Nicola Bruce

Chair of the Remuneration Committee

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 137

Corporate Governance

Executive Directors

Set out below is a summary of the key elements of the proposed Remuneration Policy for Executive Directors,

together with how the Policy is intended to be implemented for the year ending 30 June 2026.

KEY FEATURES

IMPLEMENTATION FOR

YEAR ENDING 30 JUNE 2026

Base

salary

Normally reviewed annually taking into account a number of

factors including (but not limited to):

■ Personal performance

■ Group performance

■ Inflation and earnings forecasts

■ State of the marketplace generally

■ Pay and conditions elsewhere in the Group

The Executive Directors were each awarded a

2.5% salary increase with effect from 1 July 2025.

This compares with the average salary increase

of 3.2% for the wider workforce.

Salary from 1 July 2025:

■ Graham Prothero: £581,507

■ Stefan Allanson: £361,600

Benefits

Provision of cash benefits and benefits in kind including (but not

limited to):

■ Company car or cash equivalent

■ Private fuel

■ Private medical insurance – family cover

■ Life insurance

■ Permanent health insurance

■ Annual health check

In line with benefits provided in the year ended

30 June 2025.

Pension

Contribution to the Group’s defined pension scheme, personal

pension arrangements for the Executive Director or cash

alternative.

The maximum contribution or pension allowance is aligned

with the level available to the majority of the wider workforce

(currently 6.5% of salary).

Cash pension allowance equal to 6.5% of salary

for both Graham Prothero and Stefan Allanson.

Annual

bonus

Maximum opportunity of up to 150% of salary in respect of a

financial year.

Performance metrics are determined annually, reflecting the

Group’s strategy and key performance indicators. A minimum of

50% of the bonus will be based on financial performance metrics.

The Committee has the discretion to override the formulaic

outturn of the bonus to determine the appropriate vesting level

where it believes the outcome is not truly reflective of underlying

performance during the performance period and to ensure

fairness to both shareholders and the Executive Directors.

Executive Directors are required to defer one-third of any bonus

earned into shares for a two-year period.

Malus and clawback provisions apply.

The maximum opportunity for Graham

Prothero and Stefan Allanson will be 150% of

salary and 125% of salary, respectively.

80% of the award will be based on Group profit

before tax (pre-exceptional items), 10% based on

sales site openings and 10% based on customer

experience.

The Committee will explicitly consider a

reduction in the bonus outcome if health and

safety standards have been unsatisfactory in the

year or if there has been a major safety failure.

This includes where there has been a material

deterioration in the Group’s annual Accident

Injury Incident Rate.

Performance targets are considered

commercially sensitive and will be fully disclosed

in next year’s Directors’ Remuneration Report.

LTIP

Normal maximum LTIP opportunity of up to 150% of salary in

respect of a financial year.

Performance metrics are determined annually, reflecting the

Group’s strategy and key performance indicators.

The Committee has the discretion to override the formulaic

outturn of the LTIP to determine the appropriate vesting level

where it believes the outcome is not truly reflective of underlying

performance during the performance period and to ensure

fairness to both shareholders and the Executive Directors.

Awards will be subject to a two-year holding period following the

end of the performance period.

Malus and clawback provisions apply.

The maximum opportunity for both Graham

Prothero and Stefan Allanson will be 150% of

salary.

50% of the award will be based on EPS

performance, 40% will be based on relative TSR

performance and 10% will be based on carbon

reduction performance measured over a period

of three financial years ending 30 June 2028.

Details of the EPS, relative TSR and carbon

reduction performance targets are set

out below.

MJ Gleeson plc Annual Report & Accounts 2025138

Implementation of the Remuneration Policy

for the year ending 30 June 2026

2025 LTIP awards

The targets for the 2025 LTIP awards are set out below. The EPS targets have been set taking into account our

ambitious internal plan alongside relevant external benchmarks. The Committee considers that the targets are

appropriately stretching against these reference points, and balance the need to set challenging targets whilst

motivating our Executive Directors to deliver long-term sustained performance in difficult and uncertain economic

conditions. The carbon reduction targets have been set taking into account the milestone targets included in the

Group’s SBTi validated carbon reduction pathway (see page 66).

Threshold (20%) of award vests Maximum (100%) of award vests

EPS for the year ending 30 June 2028

(50% of award) 50.0 pence 64.0 pence

Relative TSR

vs listed housebuilders

(20% of award) Median Upper quartile

Relative TSR

vs pan-sectoral

comparator group

(20% of award) Median Upper quartile

Carbon reduction

(10% of award) 1.463 tCO

e/m

1.323 tCO

e/m

To be compared against a group of listed housebuilders comprising Barratt Redrow, Bellway, Berkeley, Crest Nicholson, Persimmon,

Springfield Properties, Taylor Wimpey and Vistry Group. Given the limited number of companies in the housebuilder peer group, to the

extent that one or more of these should delist during the performance period, the Committee will consider the ongoing appropriateness of

this measure. The Committee reserves the right to move to measuring TSR against a single peer group, being the constituents of the FTSE

SmallCap Index (excluding investment trusts, financial services companies and mining and extraction companies).”

To be compared against the constituents of the FTSE SmallCap Index, excluding investment trusts, financial services companies, and mining

and extraction companies.

In line with our published Sustainability Targets, to reduce scope 3 emissions (tonnes per m2 floor area of homes sold) by >20% over the next

three years.

Straight-line vesting between threshold and maximum performance.

The Committee has discretion to amend the vesting outcome where it considers that it is not a fair reflection of

business performance. In particular, the Committee will consider whether there have been any “windfall gains” when

determining the vesting outcome, taking into account a number of factors, including:

■ share price performance over the performance period on an absolute basis and relative basis against peer

companies;

■ underlying financial performance of the Group during the performance period; and

■ the impact of any significant events during the performance period on the Group’s share price or market as

a whole.

Non-Executive Directors

Set out below is a summary of the key elements of the proposed Remuneration Policy for Non-Executive Directors,

together with how the Policy is intended to be implemented for the year ending 30 June 2026.

KEY FEATURES

IMPLEMENTATION FOR

YEAR ENDING 30 JUNE 2026

Fees

and

benefits

Fees may include a basic fee and

additional fees for further responsibilities

(e.g. chairing Board Committees or acting

as Senior Independent Director).

Non-Executive Directors may be eligible to

receive benefits linked to the performance

of their duties, including, but not limited

to, the use of secretarial support and

travel costs.

The Chair’s fee increased by 3% with effect from 1 July 2025. Her fee

from that date is £156,825 which is inclusive of the fee for the Chairing

of the Nomination Committee.

The basic fee for the Non-Executive Directors increased by 2% with

effect from 1 July 2025. There was no increase to the additional fees for

chairing Board Committees and the Senior Independent Director. The

Non-Executive Director fees effective from 1 July 2025 are therefore as

follows:

Basic fee: £54,381

Additional fee for Chairing a Board Committee: £10,500

Additional fee for the Senior Independent Director: £10,000

MJ Gleeson plc Annual Report & Accounts 2025 139

Corporate Governance

The Remuneration Committee’s Annual Report on Remuneration for the year ended

30 June 2025 is set out below.

The auditors are required to report on the following information, up to, and including, the Directors’ shareholdings

and share interests on page 144.

Single total figure of remuneration for each Director for the years ended 30 June 2025

and 30 June 2024 (audited)

2025 2024

Fixed pay Variable pay Fixed pay Variable pay

Salary

& fees

£000

Benefits

£000

Pension

£000

Subtotal

£000

Annual

bonus

£000

Value

of LTIP

awards

£000

Subtotal

£000

Total

£000

Salary

& fees

£000

Benefits

£000

Pension

£000

Subtotal

£000

Annual

bonus

£000

Value

of LTIP

awards

£000

Subtotal

£000

Total

£000

Chair

James

Thomson

128 – – 128 – – – 128 150 – – 150 – – – 150

Fiona

Goldsmith

28 – – 28 – – – 28 – – – – – – – –

Executive Directors

Graham

Prothero

567 17 37 621 43 – 43 664 556 18 36 610 129 – 129 739

Stefan

Allanson 353 19 23 395 22 – 22 417 346 20 22 388 67 – 67 455

Non-Executive Directors

Elaine Bailey

64 – – 64 – – – 64 63 – – 63 – – – 63

Nicola Bruce 64 – – 64 – – – 64 63 – – 63 – – – 63

Fiona

Goldsmith 62 – – 62 – – – 62 73 – – 73 – – – 73

Christopher

Mills 53 – – 53 – – – 53 52 – – 52 – – – 52

Total 1,319 36 60 1,415 65 – 65 1,480 1,303 38 58 1,399 196 – 196 1,595

James Thomson stepped down as Non-Executive Chair on 23 April 2025.

Fiona Goldsmith was appointed as interim Non-Executive Chair on 23 April 2025 and appointed as Non-Executive Chair on 4 July 2025.

Notes to the single total figure of remuneration (audited)

Salary and fees

Details of annual salaries for Executive Directors for the years ended 30 June 2025 and 30 June 2024 are set out below.

Salary from

1 July 2024

Salary from

1 July 2023

Graham Prothero 567,324 556,200

Stefan Allanson 352,781 345,865

MJ Gleeson plc Annual Report & Accounts 2025140

Annual Report on Remuneration

Details of fees for Non-Executive Directors for the years ended 30 June 2025 and 30 June 2024 are set out below.

Fees from

1 July 2024

Fees from

1 July 2023

Chair 153,000 150,000

Non-Executive Director fee 53,055 52,015

Fee for chairing a Committee 10,500 10,500

Fee for Senior Independent Director 10,000 10,000

Includes the fee for chairing the Nomination Committee.

Taxable benefits provided to Executive Directors

The main benefits available to the Executive Directors during the year ended 30 June 2025 (and their associated

values) were: car allowance of £13,000 for Graham Prothero and £13,000 for Stefan Allanson; car fuel of £1,000 for

Graham Prothero and £3,000 for Stefan Allanson; private medical insurance of £2,000 for Graham Prothero and £2,000

for Stefan Allanson; and matching shares granted under the HMRC tax-qualifying all-employee scheme of £600 for

Graham Prothero and £600 for Stefan Allanson.

Pension

During the year ended 30 June 2025, the Executive Directors received cash in lieu of pension contributions of 6.5% of

salary. This is aligned to the level available to the majority of the wider workforce.

Determination of annual bonus

Graham Prothero was awarded a maximum bonus opportunity of 150% of salary and Stefan Allanson was awarded a

maximum bonus opportunity of 125% of salary. Their bonuses were based on Group profit before tax (pre-exceptional

items) for 75% of the award and performance against strategic targets for 25% of the award.

Profit performance

The Group achieved profit before tax (pre-exceptional items) of £21.9m for the year ended 30 June 2025, which,

although in line with revised market expectations, was below the threshold bonus target and, hence, the profit-related

element of the bonus award lapsed in full.

Target

Profit

measure

£m

Bonus achievable

as percentage of

maximum

Threshold 25.8 20%

Target 28.6 50%

Maximum 31.5 100%

Straight-line vesting between points.

MJ Gleeson plc Annual Report & Accounts 2025 141

Corporate Governance

Strategic performance

Performance against the strategic objectives for the year ended 30 June 2025 is detailed below.

Objective Performance Weighting Outcome

Customer experience

Gleeson Homes regions to achieve scores of at least 90%

from customer surveys, which is equivalent to a 5-star rating,

as measured by an independent survey company.

Achieved over 90% in 67%

Gleeson Homes regions.

10% 0%

Sales site openings

Target ranges for Gleeson Homes sales site openings for the

year ended 30 June 2025.

Target was not achieved. 10% 0%

Sustainability/Environmental

To have an environmental plan validated by SBTi outlining

both medium and long-term targets by 30 June 2025.

This target was achieved. 5% 5%

Total 25% 5%

The Committee is conscious of the sensitivity of paying bonuses when financial targets have not been achieved and

has reflected on this very carefully. The Committee is aware of the importance of carbon reduction activities in our

sector to wider stakeholders. We are pleased to be in a position to include a robust and measurable three-year carbon

reduction intensity measure in the future LTIP awards for Executive Directors as a consequence of SBTi validation.

Moreover, the executive team has implemented at pace structural changes to improve commercial delivery, to

ensure that the business is well positioned to deliver its projections for the year ending 30 June 2026 and its further

growth plans over the medium term. The Committee therefore concluded that the formulaic bonus outcome of 5% of

maximum is an appropriate reflection of the commitment and performance of the Executive Directors in challenging

market conditions and no discretion was applied either upwards or downwards.

Bonus outcome

The total bonus outcome for each Executive Director is therefore:

Bonus payable

% maximum £000

Graham Prothero 5% 43

Stefan Allanson 5% 22

In accordance with the Remuneration Policy, one-third of the bonus payable is deferred into shares for two years.

2022 LTIP

The 2022 LTIP awards were subject to performance targets based on EPS (as regards 50% of the award) and relative

TSR (as regards 50% of the award).

Details of the performance targets and performance outcome are set out in the table below.

Three-year performance period ended 30 June 2025

EPS for the year ended

30 June 2025 Relative TSR

Total

Threshold – 20% vesting 90.0 pence Median 20%

Maximum – 100% vesting 103.0 pence Upper quartile 100%

Actual performance 28.9 pence Below median

Outcome 0% vesting 0% vesting

Total vesting outcome 0% vesting

Compared against a group of listed housebuilders comprising Barratt Redrow, Bellway, Berkeley, Crest Nicholson, Persimmon, Taylor

Wimpey and Vistry.

MJ Gleeson plc Annual Report & Accounts 2025142

Annual Report on Remuneration

CONTINUED

The Committee considered and determined that it was not appropriate to apply discretion to adjust the formulaic

vesting outcome for the Executive Directors’ 2022 LTIP awards.

LTIP awards granted in the year ended 30 June 2025 (audited)

LTIP awards equal to 150% of salary were granted to both Graham Prothero and Stefan Allanson on 28October 2024.

The awards are based on the achievement of EPS performance (as regards 50% of the award) and relative TSR

performance (as regards 50% of the award) measured over a period of three financial years ending 30 June 2027.

Following the end of the performance period, the Committee will determine whether the performance targets have

been satisfied. Eligible awards will vest following a two-year holding period after the end of the performance period.

The Committee has discretion to amend the vesting outcome where it considers that it is not a fair reflection of

business performance. In particular, the Committee will consider whether there have been any ‘windfall gains’ when

determining the vesting outcome taking into account a number of factors, including:

■ share price performance over the performance period on an absolute basis and relative basis against peer

companies;

■ underlying financial performance of the Group during the performance period; and

■ the impact of any significant events during the performance period on the Group’s share price or market as

a whole.

Details of the awards are as follows:

Director

Number of shares

granted

Face value at

grant £000

Graham Prothero 139,964 850

Stefan Allanson 87,034 528

Calculated based on the mid-market closing share price as at the date preceding the date of grant (28 October 2024: £6.08).

Threshold (20%) of

award vests

Maximum (100%)

of award vests

EPS for the year ending 30 June 2027 45.0p 59.5p

Relative TSR

Median Upper quartile

To be compared against a group of listed housebuilders comprising Barratt Redrow, Bellway, Berkeley, Crest Nicholson, Persimmon,

Springfield Properties, Taylor Wimpey and Vistry. Should a housebuilder be removed from the comparator group as a result of ceasing to be

listed or otherwise, then such housebuilder may be replaced by another housebuilder, or the basis for measuring TSR may change from a

housebuilder comparator group to a broader pan-sectoral comparator group.

Straight-line vesting between threshold and maximum performance.

Payment made to former Directors and payments for loss of office (audited)

No payments were made to former Directors and no payments for loss of office were made during the year ended

30June 2025.

Directors’ shareholdings and share interests (audited)

Shareholding guideline

The Group operates within-employment and post-employment shareholding guidelines for the Executive Directors.

The within-employment shareholding guideline requires Executive Directors to build up and retain a holding

in shares equivalent to 200% of salary. As at 30 June 2025, Graham Prothero and Stefan Allanson held shares

equivalent to 58.7% of salary and 205.1% of salary respectively (calculated using the mid-market closing share price on

30 June 2025 of £3.97). The Executive Directors will continue to build up their shareholdings through shares acquired

under vested deferred bonus awards and LTIP awards and through the purchase of shares.

MJ Gleeson plc Annual Report & Accounts 2025 143

Corporate Governance

Share interests

The interests of the Directors serving during the year, and of their connected persons in the ordinary share capital of

the Company as at 30 June 2025 (or the date that they stepped down from the Board if earlier), are as shown below.

Director Scheme

Owned

outright

Unvested and

subject to

performance

Unvested and

not subject to

performance

Vested and

exercised

Total as at

30 June 2025

Chair

James Thomson

Shares 141,834 – – – 141,834

Deferred bonus

share award 2022 – – – 35,594 –

Deferred bonus

share award 2023 – – 1,224 – 1,224

Fiona Goldsmith

Shares 37,000 – – – 37,000

Executive Directors

Graham Prothero Shares 74,605 – 258

– 74,863

LTIP 2022

– 296,053 – – 296,053

LTIP 2023 – 195,845 – – 195,845

LTIP 2024 – 139,964 – – 139,964

Deferred bonus

share award 2023 – – 8,550 – 8,550

Deferred bonus

share award 2024 – – 7,887 – 7,887

Stefan Allanson Shares 178,873 – 381

– 179,254

LTIP 2022

– 127,839 – – 127,839

LTIP 2023 – 121,783 – – 121,783

LTIP 2024 – 87,034 – – 87,034

Deferred bonus

share award 2022

– –

– 22,341 –

Deferred bonus

share award 2023 – – 1,296 – 1,296

Deferred bonus

share award 2024 – – 4,087 – 4,087

Non-Executive Directors

Elaine Bailey Shares – – – – –

Nicola Bruce Shares 4,114 – – – 4,114

Christopher Mills

Shares 6,055,000 – – – 6,055,000

Or the date the Director stepped down from the Board if earlier.

James Thomson stepped down as Chief Executive Officer on 31 December 2022. He was appointed as Non-Executive Chairman on

1 January 2023 and resigned from this role on 23 April 2025.

Fiona Goldsmith was appointed Interim Non-Executive Chair on 23 April 2025 and was appointed Non-Executive Chair on 4 July 2025.

Shares are held by funds managed by Harwood Capital LLP of which Christopher Mills is a Member/Director.

Matching shares granted under the HMRC tax-qualifying all-employee scheme that have not yet vested.

The 2022 LTIP awards have lapsed in full following the Committee's assessment of the outcome of the performance targets.

The deferred bonus awards were vested and exercised in the year, and are included in the number of shares held outright.

As at the date of this report the total interests held by Fiona Goldsmith were 37,000 shares, Graham Prothero were

75,033 shares, Stefan Allanson were 179,424 shares, Christopher Mills were 6,055,000 shares, and Nicola Bruce 6,835

shares. The Company has not been advised of any other changes to the interests of Directors and their connected

persons to those set out in the table above.

MJ Gleeson plc Annual Report & Accounts 2025144

Annual Report on Remuneration

CONTINUED

LTIP awards

Additional details of the outstanding LTIP awards held by Executive Directors serving during the year are set

out below.

Executive Director Scheme

30 June

2024

Granted

during

year

Vested and

exercised

during year

Lapsed

during

year

price at

grant

date

Total interests

outstanding

at 30 June

2025

End of

performance

period

Graham Prothero LTIP 2022

296,053 – – – £4.56 296,053 30/06/2025

LTIP 2023 195,845 – – – £4.26 195,845 30/06/2026

LTIP 2024 – 139,964 – – £6.07 139,964 30/06/2027

Stefan Allanson LTIP 2019

16,211 – (16,211) – £8.00 – 30/06/2022

LTIP 2021

59,498 – – (59,498) £8.14 – 30/06/2024

LTIP 2022

127,839 – – – £3.94 127,839 30/06/2025

LTIP 2023 121,783 – – – £4.26 121,783 30/06/2026

LTIP 2024 – 87,034 – – £6.07 87,034 30/06/2027

James Thomson LTIP 2019

25,733 – (25,733) – £8.00 – 30/06/2022

LTIP 2021

94,441 – – (94,441) £8.14 – 30/06/2024

The 2019 LTIP awards were exercised on 17 October 2024.

The 2021 LTIP awards have lapsed in full following the Committee’s assessment of the outcome of the performance targets.

The 2022 LTIP awards have lapsed in full following the Committee’s assessment of the outcome of the performance targets.

Malus and clawback

The Group's malus and clawback provisions are set out on pages 156 and 157. The Group did not use the malus and

clawback provisions during the year ended 30 June 2025.

MJ Gleeson plc Annual Report & Accounts 2025 145

Corporate Governance

TSR performance

We have compared the Company’s TSR performance over the last ten years with the TSR for the FTSE SmallCap Index,

of which the Company is a member, and a comparator index of listed housebuilders. The peer group consists of a

group of listed housebuilders comprising Barratt Redrow, Bellway, Berkeley, Crest Nicholson, Persimmon, Springfield

Properties, Taylor Wimpey and Vistry Group.

MJ Gleeson plc TSR comparison to index and peer group 1 July 2015 to 30 June 2025:

Jul 24 Jul 25Jul 23Jul 22Jul 21Jul 20Jul 19Jul 18Jul 17Jul 16Jul 15

MJ Gleeson plc

Housebuilders

FTSE SmallCap

100

150

200

250

300

Chief Executive Officer’s remuneration 2016 to 2025

Year Chief Executive Officer

Single figure

of total

remuneration

£000

Annual bonus

paid against

maximum

opportunity

LTIP awards

vesting against

maximum

opportunity

2025 Graham Prothero 664 5.0% n/a

2024 Graham Prothero 739 15.5% n/a

2023 Graham Prothero (appointed 1 January 2023) 422 25.1% n/a

2023 James Thomson (stepped down 31 December 2022) 303 3.7% n/a

2022 James Thomson 1,292 89% 27%

2021 James Thomson 1,173 99% n/a

2020 James Thomson 769 45% n/a

2019 James Thomson (appointed 10 June 2019) 31 – n/a

2019 Jolyon Harrison (stepped down 10 June 2019) 2,482 – 100%

2018 Jolyon Harrison 3,056 100% 100%

2017 Jolyon Harrison 2,816 100% 100%

2016 Jolyon Harrison 873 100% n/a

MJ Gleeson plc Annual Report & Accounts 2025146

Annual Report on Remuneration

CONTINUED

Annual percentage change in remuneration of Directors and employees

The table below sets out the annual percentage change in each of the Directors’ remuneration compared to the

average employee remuneration.

2024 to 2025 2023 to 2024

Salary & fees Benefits Bonus Salary & fees Benefits Bonus

Chair

Fiona Goldsmith

n/a – – – n/a n/a

James Thomson

n/a – – n/a n/a n/a

Executive Directors

Graham Prothero

2.0% (5.6%) (66.7%) 3.0% (43.8%) 26.5%

Stefan Allanson

2.0% (5.0%) (67.2%) 3.0% 5.3% 346.7%

James Thomson

– – – – – –

Non-Executive Directors

Elaine Bailey

1.7% – – (9.0%) – –

Nicola Bruce

1.7% – – n/a – –

Fiona Goldsmith

n/a – – 2.1% – –

Christopher Mills 2.0% – – 3.0% – –

Average employee

2.4% (2.0%) 37.8% 4.1% 8.1% (6.8%)

2022 to 2023 2021 to 2022 2020 to 2021

Salary & fees Benefits Bonus Salary & fees Benefits Bonus Salary & fees

Benefits Bonus

Chair

Fiona Goldsmith

n/a – – – – – – – –

James Thomson

n/a – – – – – – – –

Executive Directors

Graham Prothero

n/a n/a n/a – – – – – –

Stefan Allanson

4% 5.6% (95.7%) 2.5% 5.9% (8.4%) 7.6% (4.9%) n/a

James Thomson

n/a n/a n/a 2.5% 9.5% (7.9%) 9.1% (11.5%) 142.6%

Non-Executive Directors

Elaine Bailey

11.0% – – n/a – – n/a – –

Nicola Bruce

n/a – – – – – – – –

Fiona Goldsmith

20.3% – – 2.2% – – n/a – –

Christopher Mills 4.1% – – 2.6% – – 7.6% – –

Average employee

5.1% 15.5% (53.7%) 4.1% 12.2% 0.2% 2.2% 9.3% 49.9%

Fiona Goldsmith was appointed to the Board on 1 October 2019 and therefore the annual percentage change in remuneration for

2020 to 2021 is not applicable. The increase in 2022 to 2023 was in respect of additional responsibilities as Senior Independent Director.

Fiona Goldsmith was appointed as Interim Non-Executive Chair on 23 April 2025, and was appointed Chair on 4 July 2025, therefore the

percentage change in remuneration for 2024 to 2025 is not applicable.

James Thomson was appointed as Chief Executive Officer on 10 June 2019. He then stepped down as Chief Executive Officer on

31 December 2022 and was appointed as Non-Executive Chairman on 1 January 2023. Therefore, the percentage change in remuneration for

2022 to 2023 is not applicable. James Thomson resigned as Non-Executive Chairman on 23 April 2025, therefore, the percentage change in

remuneration for 2024 to 2025 is not applicable.

Graham Prothero was appointed as Chief Executive Officer on 1 January 2023 and therefore the percentage change in remuneration for 2022

to 2023 is not applicable. The decrease in benefits for 2023 to 2024 relates to one-off relocation costs received following appointment.

Elaine Bailey was appointed to the Board on 1 March 2021 and therefore the percentage change in remuneration for 2020 to 2021 and 2021 to

2022 is not applicable. The increase in 2022 to 2023 was in respect of additional committee chair responsibilities.

Nicola Bruce was appointed to the Board on 24 March 2023 and therefore the percentage change in remuneration for 2022 to 2023 and 2023

to 2024 is not applicable.

The annual percentage change of the average remuneration of the Group’s salaried employees, calculated on a full-time equivalent basis.

MJ Gleeson plc Annual Report & Accounts 2025 147

Corporate Governance

Chief Executive Officer pay ratio

The table below sets out the Chief Executive Officer’s total remuneration as a ratio against the full-time equivalent

remuneration of the 25th, 50th (median) and 75th percentile employees.

Year Method

25th percentile

pay ratio

Median pay

ratio

75th percentile

pay ratio

2025 Option B 24:1 13:1 9:1

2024 Option B 27:1 16:1 8:1

2023 Option B 29:1 15:1 11:1

2022 Option B 44:1 37:1 20:1

2021 Option B 64:1 40:1 17:1

Option B methodology was selected on the basis that it is an efficient and robust approach. The remuneration

figures for the employee at each quartile were determined as at the final day of the relevant financial year. Sensitivity

analysis has been performed around the 25th, 50th and 75th percentile employees to ensure that they are reasonably

representative, including reviewing the employees either side of the identified individuals to ensure their full year’s

remuneration is reasonable. No assumptions or estimates were used and no adjustments to pay were made.

A substantial proportion of the Chief Executive Officer’s total remuneration is performance related and delivered in

shares. The ratios will therefore depend significantly on the Chief Executive Officer’s annual bonus and LTIP outcomes

and may fluctuate year to year.

The median pay ratio has decreased this year as a result of employee pay increases being above the rate of increase

for the Chief Executive Officer and a lower bonus outcome for the Chief Executive Officer compared to the year ended

30 June 2024.

The Board believes that the median pay ratio is consistent with the Group’s wider policies on employee pay, reward

and progression. The Committee has reviewed the remuneration policies and practices for the wider workforce in

conjunction with considering how the Remuneration Policy should be implemented. The Committee is satisfied that

there is a good level of alignment in relation to pay policies throughout the Group and that the median pay ratio is

consistent with the Group’s wider policies on employee pay, reward and progression.

MJ Gleeson plc Annual Report & Accounts 2025148

Annual Report on Remuneration

CONTINUED

Total pay and benefits used to calculate the ratios

The table below shows the employee percentile pay and benefits used to determine the above pay ratios and the

salary component for each figure.

£000

Chief Executive

Officer

25th

percentile Median

75th

percentile

2025

Total pay and benefits

664 28 50 78

Salary component 567 23 37 59

2024

Total pay and benefits

739 27 45 90

Salary component 556 25 34 65

2023

Total pay and benefits

725 25 50 65

Salary component 527 23 33 50

2022

Total pay and benefits

1,292 29 35 65

Salary component 513 25 33 50

The Chief Executive Officer’s remuneration is the total single figure remuneration for the relevant financial year as disclosed on page 140.

For 2023, this is the aggregate of Graham Prothero’s and James Thomson’s single figure remuneration.

The employee percentile pay and benefits have been calculated based on the amount paid or receivable for the financial year.

The calculations are on the same basis as required for the Chief Executive Officer’s remuneration for total single figure purposes.

Relative importance of spend on pay

Set out below is the amount spent on remuneration for all employees of the Group (including the Executive Directors)

and the total amounts paid in distributions to shareholders over the year.

2025

£m

2024

£m

Difference

in spend

£m

Difference as

percentage

Remuneration for all employees 49.5 47.4 2.1 4.4%

Total distributions paid 6.4 7.6 (1.2) (15.8%)

The Remuneration Committee

The Committee comprises Nicola Bruce as Chair, Elaine Bailey and Fiona Goldsmith, each of whom are independent

and have no day-to-day involvement in running the business. Potential conflicts which arise from cross-directorships

are managed by the Company Secretary and the Board.

Biographical details of the Committee members are shown on pages 110 and 111, and details of their attendance at

scheduled meetings of the Committee during the year ended 30 June 2025 are shown on page 119.

MJ Gleeson plc Annual Report & Accounts 2025 149

Corporate Governance

Role and responsibilities of the Remuneration Committee

The Committee’s primary purpose is to make recommendations to the Board on the Group’s framework for Executive

Directors and senior management remuneration. The Board has also delegated responsibility to the Committee for

determining the remuneration, benefits and contractual arrangements of the Chair and the Executive Directors. No

individual is involved in deciding their own remuneration.

The Committee has written terms of reference available on the Company’s website, www.mjgleesonplc.com, and its

responsibilities include:

■ recommending to the Board the policy for Executive Directors and senior management remuneration;

■ agreeing the remuneration of the Chair of the Board;

■ agreeing the terms and conditions of employment for Executive Directors, including their annual remuneration

and pension arrangements, and reviewing such provisions for senior management;

■ agreeing the measures and targets for any performance-related bonus and share schemes;

■ ensuring that, on termination, contractual terms and payments made are fair both to the Company and the

individual so that failure is not rewarded;

■ engaging with shareholders on Executive Directors' and senior management remuneration;

■ reviewing wider workforce remuneration and related policies; and

■ agreeing the terms of reference of any remuneration consultants that it appoints.

Activities during the year

The Committee met on eight occasions during the year, five of which were scheduled meetings. Papers were

circulated in advance of each meeting for all matters considered. The main activities undertaken by the Committee

during the year included:

■ reviewing and proposing the new Directors' Remuneration Policy for approval at the 2025 AGM;

■ approving performance targets for annual bonus and LTIP awards for the Executive Directors and senior

management for the year ended 30 June 2025;

■ approving the annual bonus and LTIP outcomes of the Executive Directors and senior management for the year

ended 30 June 2025 and assessing the fairness of these outcomes;

■ approving salary increases for the Executive Directors and senior management with effect from 1 July 2025;

■ approving the fee for Fiona Goldsmith as Non-Executive Chair;

■ reviewing potential performance metrics and targets for annual bonus and LTIP awards for the Executive Directors

and senior management to be granted in respect of the year ending 30 June 2026; and

■ reviewing the results of external benchmarking for key roles, and proposals for staff pay and bonuses.

MJ Gleeson plc Annual Report & Accounts 2025150

Annual Report on Remuneration

CONTINUED

Remuneration Committee – support and advice

The Committee is supported by the Group HR Director and the Head of Legal and Company Secretary.

The Company took advice from Deloitte LLP, who were appointed by the Committee in July 2019 following a tender

process. Deloitte LLP is a founder member of the Remuneration Consultants Group and, as such, voluntarily operates

under its Code of Conduct in relation to Executive remuneration in the UK. The Committee is satisfied that the

appointment of Deloitte LLP is in accordance with the Company’s policy on the provision of non-audit services to

the Group and that the external advice received is objective and independent. The fees paid to Deloitte LLP for their

services to the Committee during the year, based on time and expenses, amounted to £38,725. Deloitte LLP also

provided advice to the Company during the year in relation to share plans.

Statement of voting at the Annual General Meeting and shareholder engagement

The following table sets out actual voting in respect of the resolutions to approve the Remuneration Policy and Annual

Report on Remuneration at the Company’s AGM.

Votes in favour Votes against

No. % No. %

Total votes

cast

Votes

withheld

2024 AGM:

Approval of the Annual Report on Remuneration 43,244,741 99.98 7,115 0.02 43,251,856 16,622

2022 AGM:

Approval of the Directors' Remuneration Policy 42,575,196 97.53 1,079,604 2.47 43,654,800 650

Approved by the Board and signed on its behalf by:

Nicola Bruce

Chair of the Remuneration Committee

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 151

Corporate Governance

This part of the report sets out the Directors’ Remuneration Policy for the Group and has been

prepared in accordance with The Large and Medium-sized Companies and Groups (Accounts and

Reports) (Amendment) Regulations 2013.

General reward principles

Our Directors’ Remuneration Policy (the “Remuneration

Policy”) is designed to support an effective pay-for-

performance culture, which enables the Company to

attract, retain and motivate Executive Directors who

have the necessary experience and expertise to deliver

the Group’s objectives and strategy. The Remuneration

Policy has been determined based on the following

principles, taking into account Provision 40 of the 2018

UK Corporate Governance Code:

■ Clarity and simplicity – ensure that the

remuneration packages are simple and transparent

and take into account remuneration and related

policies for the wider workforce. Performance targets

are set in line with the Group's budget and plan and

are reviewed and tested by the Committee.

■ Risk – to promote long-term sustainable

performance through sufficiently stretching

performance targets, whilst ensuring that the

incentive framework does not encourage Executive

Directors to take inappropriate business risks

(including environmental, financial, social, health,

safety and governance risks).

■ Predictability – detailed information on the potential

values that may be earned through the remuneration

arrangements are set out on pages 158 and 159.

■ Proportionality – to ensure that total remuneration

delivered is fair and reflects Group and individual

performance. The Committee has discretion to

override formulaic outturns where it believes

the outcome is not truly reflective of underlying

performance during the performance period and to

ensure fairness to both shareholders and participants.

■ Alignment to culture – when determining the

Remuneration Policy, the Committee is clear to make

decisions to drive the appropriate behaviours and

ensure alignment with the Group’s culture and long-

term strategy.

Changes to the Remuneration Policy

During the year to 30 June 2025, the Committee

conducted a review of the Remuneration Policy and

concluded that it continues to align with the principles

set out above and supports the delivery of business

strategy and the creation of shareholder value.

Therefore, with the exception of one minor refinement

as noted below, no changes are proposed to the

Remuneration Policy.

One minor refinement to the Remuneration Policy

is proposed in relation to the annual bonus clawback

period to align the Remuneration Policy with the existing

annual bonus rules. Such that, under the Remuneration

Policy, the clawback period for Executive Director annual

bonus awards will be extended from two to three years

following determination of the bonus.

In determining the Remuneration Policy the Committee

followed a robust process which included discussions

on the content of the policy at Committee meetings

in addition to input from management and the

Committee's independent advisers. The Committee also

consulted with major shareholders, representing 68% of

the Company’s issued share capital.

Components of Executive Directors’ remuneration

The key elements of the remuneration package for each Executive Director are set out in the table below:

ELEMENT BASE SALARY

Purpose and link

to strategy

Provide a competitive base level of remuneration to support the recruitment and retention

of Executive Directors with the experience and expertise necessary to deliver the Group’s

strategy.

Operation

Salaries are normally reviewed annually taking into account a number of factors, such as,

but not limited to:

■ personal performance;

■ Company and Group performance;

■ inflation and earnings forecasts;

■ state of the marketplace generally; and

■ pay and conditions elsewhere in the Group.

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Remuneration Policy Report

ELEMENT BASE SALARY

Maximum

opportunity

Whilst there is no prescribed maximum salary, increases will normally be in line with

increases awarded to the wider workforce.

Salary increases above this level may be awarded to take account of individual

circumstances such as, but not limited to:

■ an increase in responsibilities or scope of the role;

■ an Executive Director’s development or performance in role (e.g. to align a newly

appointed Executive Director’s salary with the market over time);

■ where there has been a change in market practice; or

■ where there has been a change in the size and/or complexity of the Group.

Increases may be implemented over such time as the Committee deems appropriate.

Performance

targets

N/A

ELEMENT BENEFITS

Purpose and link

to strategy

Provide a competitive benefits package to support the recruitment and retention of

Executive Directors with the experience and expertise necessary to deliver the Group’s

strategy.

Operation

The Company provides cash benefits and benefits in kind to Executive Directors. These

include, but are not limited to:

■ company car or cash equivalent;

■ private fuel;

■ private medical insurance – family cover;

■ life insurance;

■ permanent health insurance;

■ annual health check;

■ holiday and sick pay;

■ professional subscriptions; and

■ reimbursement of expenses incurred on Group matters.

Maximum

opportunity

Other benefits may be offered based on individual circumstances (e.g. relocation

allowances on recruitment). Whilst there is no prescribed maximum, the value of benefits is

based on the underlying cost to the Group, individual circumstances and market practice.

Performance

targets

N/A

MJ Gleeson plc Annual Report & Accounts 2025 153

Corporate Governance

ELEMENT PENSION

Purpose and link

to strategy

To provide an appropriate level of retirement benefits to Executive Directors.

Operation

The Company will contribute to the Group’s defined contribution pension scheme or to

personal pension arrangements at the request of the Executive Director.

The Company may also consider a cash alternative (e.g. where an Executive Director has

reached the HMRC’s lifetime or annual allowance limit).

Base salary is the only element of the Executive Directors’ remuneration that is pensionable.

Maximum

opportunity

The maximum Company contribution or pension allowance is aligned with the level

available to the majority of the wider workforce (currently 6.5% of salary).

Performance

targets

N/A

ELEMENT ANNUAL BONUS

Purpose and link

to strategy

To incentivise the achievement of key financial and strategic targets for the forthcoming

year without encouraging excessive risk taking.

Operation

Awards are based on performance metrics set by the Committee (typically measured over

a financial year) against financial and non-financial targets. The Committee will determine

the bonus to be delivered following the end of the relevant financial year based on

performance against these targets.

The Committee has the discretion to override the formulaic outturn of the bonus to

determine the appropriate level of bonus payable where it believes the outcome is not truly

reflective of underlying performance during the performance period and to ensure fairness

to both shareholders and participants.

Executive Directors are required to defer one-third of any bonus earned into shares for a

two-year period. The Committee may, however, decide to pay such bonuses in cash where

the amount to be deferred would, in the opinion of the Committee, be so small as to make

the operation of deferral burdensome.

Amounts equivalent to any dividends or shareholder distributions may be made in respect

of deferred bonus awards at vesting, if the Committee so determines. Such amounts will

normally be paid in shares.

Malus and clawback provisions will apply. Further details are set out on pages 156 and 157.

Maximum

opportunity

Maximum opportunity of up to 150% of salary in respect of a financial year.

Up to 20% of maximum is earned for threshold performance and up to 50% of maximum

is earned for target performance. There will be broadly straight-line vesting between

threshold, target and maximum.

Performance

targets

Performance metrics are determined annually reflecting the Group’s strategy and key

performance indicators. A minimum of 50% of the bonus shall be based on financial

performance metrics.

MJ Gleeson plc Annual Report & Accounts 2025154

Remuneration Policy Report

CONTINUED

ELEMENT LONG TERM INCENTIVE PLAN “LTIP”

Purpose and link

to strategy

To incentivise and reward Executive Directors for delivering long-term performance and

achievement of Group strategy, and provide alignment with shareholder interests.

Operation

Awards may be granted annually to Executive Directors in the form of a conditional share

award, nil cost option or such form as has the same economic effect.

Vesting of awards will be dependent on the achievement of performance metrics set by the

Committee, normally over at least a three-year performance period.

The Committee has the discretion to override the formulaic vesting outturn of the LTIP

to determine the appropriate level of vesting where it believes the outcome is not truly

reflective of underlying performance during the performance period and to ensure fairness

to both shareholders and participants.

Awards will be subject to a two-year holding period following the end of the performance

period, and shares will not typically be released until the end of the holding period.

Alternatively, awards may be granted on the basis that shares can be acquired following the

end of the performance period but that, other than to cover income tax, national insurance

and any exercise price, shares may not be disposed of or otherwise dealt with until the end

of the holding period.

Amounts equivalent to any dividends or shareholder distributions may be made in respect

of awards at vesting, if the Committee so determines. Such amounts will normally be paid

in shares.

Malus and clawback provisions will apply. Further details are set out on pages 156 and 157.

Maximum

opportunity

The normal maximum award is 150% of salary in respect of a financial year.

A maximum award of up to 200% of salary in respect of a financial year may be granted in

exceptional circumstances (e.g. on recruitment).

Awards will vest between 20% and 100% for performance between threshold and

maximum, with broadly straight-line vesting between these points.

Performance

targets

Performance metrics are determined annually reflecting the Group’s strategy and key

performance indicators.

ELEMENT HMRC TAXQUALIFYING ALLEMPLOYEE SCHEME

Purpose and link

to strategy

The HMRC tax-qualifying all-employee scheme has been designed to encourage all

employees to become shareholders in the Company and thereby align their interests with

shareholders.

Operation

The Company operates an all-employee scheme in which the Executive Directors are

eligible to participate (which is in line with HMRC legislation and is open to all eligible staff).

Maximum

opportunity

The maximum set by legislation from time to time.

Performance

targets

N/A

MJ Gleeson plc Annual Report & Accounts 2025 155

Corporate Governance

Remuneration Policy for Non-Executive Directors

ELEMENT FEES FOR NONEXECUTIVE DIRECTORS

Purpose and link

to strategy

To support the recruitment and retention of Non-Executive Directors and a Non-Executive

Chair with the necessary experience to advise and assist with establishing and monitoring

the Group’s strategic objectives.

Operation

Fees for Non-Executive Directors are determined by the Non-Executive Chair and the

Executive Directors. Fees for the Chair are determined by the Remuneration Committee.

Fees may include a basic fee and additional fees for further responsibilities.

Fees are set at levels with reference to sector and similar-sized UK listed companies. Time

commitment and responsibilities are also taken into account.

Non-Executive Directors may be eligible to receive benefits linked to the performance of

their duties, such as, but not limited to, the use of secretarial support and travel costs.

Maximum

opportunity

Fee increases will normally be in line with increases awarded to the wider workforce.

Fee increases above this level may be awarded to take account of individual circumstances

such as, but not limited to:

■ an increase in responsibilities, scope or time commitment of the role;

■ where there has been a change in market practice; or

■ where there has been a change in the size and/or complexity of the Group.

Overall fees paid to Non-Executive Directors will remain within the limits set by the

Company’s Articles of Association.

Performance

targets

N/A

Application of malus and clawback

Malus and clawback apply to annual bonus, deferred bonus and LTIP awards as follows:

MALUS CLAWBACK

Annual bonus

To such time as payment is made Up to three years following determination

of the bonus

Deferred bonus

To such time as the award vests N/A

LTIP

To such time as the award vests Up to two years following vesting

Malus and clawback may apply in the following circumstances:

■ material misstatement of the Group’s audited accounts;

■ an error in the information on which the award was granted or vests including an error in assessing any applicable

performance metrics;

■ fraud or serious misconduct on the part of the participant;

■ censure or reputational damage to the Group that is a result of the participant’s behaviour or actions; or

■ a material corporate failure.

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Remuneration Policy Report

CONTINUED

A clawback period of three years following determination

of the annual bonus and two years following vesting of

LTIP awards is considered appropriate on the basis that:

■ it is reasonable to assume that an event relating to

the perfomance period requiring clawback would be

discovered within these periods;

■ they are considered reasonable periods to support the

enforceability of clawback; and

■ the periods are broadly aligned with market practice

across the FTSE SmallCap.

Selection of performance metrics and

target setting

In the selection of performance metrics the Committee

takes into account the Group’s strategic objectives and

short and long-term business priorities. The performance

metrics selected reward the delivery of stretching

financial performance and key strategic objectives and

the creation of shareholder value.

The performance targets chosen are set in accordance

with the Group’s operating plan and are reviewed

annually to ensure they are sufficiently stretching. In

selecting the targets the Committee also takes into

account analysts’ forecasts, economic conditions and

the Committee’s expectation of performance over the

relevant period.

The Committee retains discretion to vary or substitute

performance metrics and/or targets if events occur (e.g.

a change in strategy, a material acquisition and/or a

divestment of a Group business or a change in prevailing

market conditions) which cause the Committee to

determine that the performance metrics and/or targets

are no longer appropriate and that amendment is

required so that they achieve their original purpose.

Share awards may be adjusted in the event of a variation

of share capital or a demerger, dealing, special dividend

or other event that may affect the Company’s share price.

Shareholding guidelines

The Committee operates formal within-employment and

post-employment shareholding guidelines for Executive

Directors.

■ Within-employment – Executive Directors are

required to build up and retain a holding in shares

equal to 200% of salary. Until the shareholding

guideline is met, 50% of any shares vesting under the

Deferred Bonus Plan or LTIP (post payment of income

tax and national insurance) must be retained.

■ Post-employment – Executive Directors are required

to retain a holding in “relevant shares” equal to 200%

of salary (or their actual shareholding at the point of

stepping down from the Board if lower) for two years

following them stepping down from the Board.

“Relevant shares” do not include shares that the Executive

Director has purchased or that have been acquired

pursuant to LTIP awards granted before 1 July 2019. Unless

the Committee determines otherwise, an Executive

Director or former Executive Director shall be deemed

to have disposed of shares that are not “relevant shares”

before “relevant shares”.

Remuneration Policy for the broader

employee population

The Executive remuneration framework set out in this

report follows similar principles as that applied to the

Group’s management team to ensure that management

is rewarded on a consistent basis. Any differences that

exist arise either because of the Committee’s assessment

of business need or commercial necessity.

The principles that underpin our Executive remuneration

philosophy also cascade throughout the organisation,

although quantum will vary by level and the provision of

certain components of remuneration (such as benefits,

allowances and long-term incentives) will vary by

seniority.

The Committee looks closely at market data when it

comes to approving employee pay and rewards to ensure

that these remain competitive and enable the Group to

attract, motivate and retain high-quality staff. The Group

operates an HMRC tax-qualifying all-employee scheme

in order to encourage share ownership across the wider

workforce.

Legacy arrangements

The Committee retains discretion to make any

remuneration payment outside of policy:

■ where the terms of the payment were agreed before

the policy came into effect;

■ where the terms of the payment were agreed at a

time when the relevant individual was not a Director

of the Company, and in the opinion of the Committee,

the payment was not in consideration of the

individual becoming a Director of the Company; or

■ to satisfy contractual arrangements under legacy

remuneration arrangements.

MJ Gleeson plc Annual Report & Accounts 2025 157

Corporate Governance

Illustration of the application of Remuneration Policy

Maximum

performance

£500,000

£1,000,000

£1,500,000

£2,000,000

£2,500,000

£3,000,000

LTIPAnnual bonusFixed pay

Maximum

with 50% share

price increase

Performance

in line with

expectations

Minimum

performance

Maximum

performance

Maximum

with 50% share

price increase

Performance

in line with

expectations

Minimum

performance

Fixed pay

Annual bonus

LTIP

£636,305

£1,246,887

£2,380,826

£2,816,956

£404,104

£738,584

£1,398,504

£1,669,704

100% 27%51% 23%

100% 28%37% 25%

46%

31%

36%

37%

35%

14%

35%

40%

26%

46%

30%

34%

CEO CFO

For the purpose of this analysis, the following

assumptions have been made:

■ fixed elements comprise base salary, pension and

other benefits;

■ base salary levels applying on 1 July 2025;

■ benefit levels are assumed to be the same as for the

year to June 2025;

■ minimum performance reflects fixed remuneration

as above, and assumes no award under the annual

bonus and no vesting is achieved under the LTIP;

■ performance in line with expectations reflects fixed

remuneration as above, and assumes 50% of annual

bonus is earned and 20% of the LTIP vests;

■ maximum performance reflects fixed remuneration

as above, and assumes full bonus payout and full

vesting under the LTIP; and

■ the final illustration is based on the same assumptions

as the maximum performance illustration, but also

assumes, for the purposes of the LTIP, that share price

increases by 50% over the performance period.

Service agreements and policy in respect

of loss of office

The Chief Executive Officer’s service agreement is on a

rolling basis and requires 12 months’ notice of termination

on either side.

The Chief Financial Officer’s service agreement is

on a rolling basis and requires six months’ notice

of termination from the Chief Financial Officer and

12 months’ notice of termination from the Company.

The dates of the Executive Directors’ service

agreements are:

Executive Director Date of service agreement

Graham Prothero 27 April 2022

Stefan Allanson 29 June 2015

Payment in lieu of notice

The Company has discretion to make a payment in

lieu of notice. Such payment may include salary and

compensation for benefits and pension contributions for

the unexpired period of notice.

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Remuneration Policy Report

CONTINUED

Annual bonus

The payment of a bonus will be at the discretion of the

Committee on an individual basis and will be dependent

on a number of factors, including the circumstances

of the individual’s departure and contribution to the

business during the financial year.

Any bonus will normally be prorated for time in service

during the performance period and will normally, subject

to performance, be paid at the usual time. In exceptional

circumstances the Committee may decide that an

Executive Director’s bonus will be paid early at the time of

cessation of employment.

Any bonus earned for the year of departure and, if

relevant, for the prior year, may be paid wholly in cash at

the discretion of the Committee. There will be no bonus

payment in the event of gross misconduct or wilful neglect.

Deferred bonus plan

Awards under the deferred bonus plan will be

determined by the Plan rules.

If a participant leaves for any reason (other than summary

dismissal in which case their award will lapse) during the

deferral period, their award will ordinarily continue to vest

at the normal vesting date. In exceptional circumstances,

the Committee may decide that the participant’s award

will vest at the date of cessation of employment.

LTIP

Awards under the LTIP will be determined by the

Plan rules.

Unvested awards will normally lapse on cessation of

employment. However, if a participant departs under

good leaver provisions (i.e. participants who leave early

on account of injury, disability, death, a sale of their

employer or business in which they were employed,

statutory redundancy, retirement or any other reason at

the discretion of the Committee), then unvested awards

will remain capable of vesting at the normal vesting

date. To the extent that awards vest, a two-year holding

period would then apply. In exceptional circumstances,

the Committee may decide that the participant’s awards

will vest and be released early at the date of cessation of

employment or some other time (e.g. at the end of the

performance period). In either case, vesting depends on

the extent to which the performance metrics have been

satisfied and a pro rata reduction of the awards will be

applied by reference to the time of cessation (although

the Committee has discretion to disapply time prorating

if the circumstances warrant it).

If a participant leaves for any reason (other than summary

dismissal in which case their award will lapse) after an

award has vested but before it has been released (i.e.

during a holding period), their award will ordinarily

continue to be released at the normal release date. In

exceptional circumstances, the Committee may decide

that the participant’s award will be released early.

Change of control

Awards under the deferred bonus plan will vest early in

the event of change of control or substantial exit. The

level of vesting will be determined taking into account

such factors that the Committee considers relevant,

including, but not limited to, the time served from the

grant date to the date of the relevant event.

Awards under the LTIP will vest early in the event of a

change of control or substantial exit. The level of vesting

will be determined taking into account the extent to

which performance metrics are satisfied at the date of

the relevant event and, unless the Committee determines

otherwise, awards will be prorated for time served from

the grant date to the date of the relevant event.

Other payments

In appropriate circumstances, payments may also be

made in respect of accrued holiday, relocation and

legal fees.

Awards under the HMRC tax-qualifying all-employee

scheme may vest and, where relevant, be exercised in the

event of cessation of employment or change of control in

accordance with the Plan rules. The terms applying to any

buy-out awards on cessation of employment or change of

control would be determined when the award is granted.

The Committee reserves the right to make any other

payments in connection with an Executive Director’s

cessation of employment where such payments are

made in good faith in discharge of an existing legal

obligation (or by way of damages for breach of such an

obligation) or by way of settlement of any claim arising in

connection with the cessation of employment.

Non-Executive Chair and other Non-

Executive Directors’ terms of engagement

The Non-Executive Chair and the Non-Executive Directors

are engaged under letters of appointment which set

out their duties and responsibilities. The dates of each

Non-Executive Director’s original appointment are

as follows:

Non-Executive

Director

Date of original

appointment

Expiry of current

term

Fiona Goldmsmith

4 July 2025 2 July 2028

Nicola Bruce 24 March 2023 26 March 2026

Elaine Bailey 1 March 2021 29 February 2028

Christopher Mills 1 January 2009 30 September 2027

Subject to re-election at the 2025 AGM.

Fiona Goldmsith was appointed as a Non-Executive Director

on 1 October 2019 and appointed as Non-Executive Chair on

4 July 2025.

MJ Gleeson plc Annual Report & Accounts 2025 159

Corporate Governance

All Non-Executive Directors have specific terms of

engagement, being an initial period of three years which

thereafter may be extended on an annual basis, subject

to re-election at each AGM. The appointment of the

Non-Executive Chair may be terminated on either side on

three months’ notice and the appointment of the other

Non-Executive Directors may be terminated on either

side on one month’s notice.

There is no entitlement to compensation in the event

of Non-Executive Directors’ fixed-term agreements not

being renewed or the agreement terminating earlier.

Recruitment policy

The remuneration of a new Executive Director

will normally include salary, benefits, pension and

participation in the annual bonus and LTIP schemes

in accordance with the policy for Executive Directors’

remuneration. The Committee may include other

elements of remuneration which it considers appropriate,

subject to the principles and limits referred to below.

Salary will be set to reflect the skills and experience of the

Executive Director being appointed and the market rate

for the role.

If it is considered appropriate to appoint a new Executive

Director on a below-market salary (for example, to allow

them to gain experience in the role) their salary may be

increased to a market level by way of a series of above-

inflation increases over two to three years.

Although it is not the Company’s policy to provide

buy-out awards as a matter of course, the Committee

may offer additional cash payments and/or share-

based awards, on a one-time basis or ongoing, where it

considers these to be in the best interests of the Group

and shareholders. Such payments or awards will be based

solely on remuneration forfeited when leaving the former

employer and will reflect the delivery mechanism, time

horizons and performance requirement attaching to that

remuneration. Such payments or awards are limited to

the expected value of the remuneration forfeited. Where

considered appropriate, such payments or awards will be

subject to forfeiture or malus and clawback provisions on

early departure.

The Committee will not offer non-performance-related

variable remuneration. The maximum level of variable

remuneration which may be granted (excluding buy-out

awards) is 350% of salary.

Other elements may be included in the following

circumstances:

■ An interim appointment being made to fill an

Executive Director role on a short-term basis.

■ If exceptional circumstances require that the Non-

Executive Chair or a Non-Executive Director takes on

an executive function on a short-term basis.

■ If an Executive Director is recruited at a time in the

year when it would be inappropriate to provide an

annual bonus or LTIP award for that year. Subject to

the limit on variable remuneration set out above, the

quantum in respect of the period employed during

the year may be transferred to the subsequent year.

■ If the Executive Director is required to relocate,

reasonable relocation, travel and subsistence

payments may be provided.

Any share awards referred to in this section will be

granted as far as possible under the Company’s share

plans. To the extent that this is not possible, share awards

may be granted outside of these plans as permitted

under the Listing Rules.

In the case of an internal appointment, any ongoing

remuneration obligations or variable pay element

awarded in respect of the prior role shall be allowed to

continue according to its original terms, adjusted as

relevant to take into account the appointment.

Fees payable to a newly appointed Non-Executive Chair

or Non-Executive Director will be in line with the fee

policy in place at the time of appointment.

Statement of consideration of

employment conditions elsewhere

in the Group

We recognise the benefits of engagement with our

employees, and the Non-Executive Chair and our

Non-Executive Directors (fulfilling a shared workforce

representative role) actively engaged with employees on

a range of topics of interest to them including Directors'

remuneration.

The Committee regularly reviews the remuneration of the

wider workforce to ensure it is attuned to general pay and

conditions when considering Directors’ remuneration

(e.g. in determining salary increases for Executive

Directors the Committee reviews salary increases across

the Group).

Statement of consideration of

shareholder views

The Committee consults with major shareholders and

their representative bodies on remuneration matters,

particularly if any material changes are proposed to the

Remuneration Policy. In these instances the Committee

seeks feedback from shareholders and develops and

considers its proposals in light of this feedback.

MJ Gleeson plc Annual Report & Accounts 2025160

Remuneration Policy Report

CONTINUED

Statutory, regulatory, and other

information

This section contains the remaining matters on which

the Directors are required to report each year that do not

appear elsewhere in the Annual Report.

Strategic Report

We present a review of the business during the year to

30 June 2025 and of the position of the Group at the end

of the financial year together with a description of the

principal risks and uncertainties faced by the Group in the

Strategic Report on pages 02 to 103.

Business review

The review of the development and performance of the

business during the year, any significant events up to the

date of this report, and the future outlook of the Group

are set out in the Chair’s Statement on pages 04 and 05,

the Chief Executive’s Statement on pages 10 to 15 and the

Business Reviews on pages 16 to 19.

The Group’s sustainable business strategy is set out

in the Strategic Report on pages 30 and 31. The key

performance indicators are set out in the Strategic Report

on pages 32 and 33.

The Group’s policy in respect of financial risk

management and financial instruments, details of credit

risk, capital risk management, liquidity risk and interest

rate risk are given in note 15 to the financial statements.

Dividends

The Company may, by ordinary resolution, declare a

dividend to be paid to shareholders, but no dividend shall

exceed the amount recommended by the Board. The

Board may also agree to pay interim dividends when the

financial position of the Company, in the opinion of the

Board, justifies it.

During the year, the Company paid a final dividend of 7.0

pence (approved by shareholders at the Annual General

Meeting on 15 November 2024) for the financial year

ended 30 June 2024, and an interim dividend in respect

of the financial year ended 30 June 2025 to shareholders

of 4.0 pence per share.

The Board proposes to pay, subject to shareholder

approval at the 2025 Annual General Meeting

(“AGM”), a final dividend of 7.0 pence per share on

21 November 2025 to shareholders on the register at the

close of business on 24 October 2025. The total dividend

for the year to 30 June 2025 will be 11.0 pence.

Dividend policy

The current year dividend represents a dividend cover

of 2.6 times. The Group has an established policy of

targeting a range of three to five times dividend cover

relative to full year earnings. Notwithstanding this policy,

which remains unchanged, the Board is comfortable

recommending a lower level of dividend cover on this

occasion, reflecting their confidence in the medium term

outlook.

Qualifying third-party indemnity

Directors risk personal liability under civil and criminal

law for many aspects of the Company’s main business

decisions. As a consequence, the Directors could face a

range of penalties including fines and/or imprisonment.

In keeping with normal market practice, the Company

believes that it is prudent, and in the best interests of the

Company, to protect the individuals concerned from the

consequences of innocent error or omission.

The Company obtains Directors’ and Officers’ liability

insurance in order to indemnify Directors and other

senior officers of the Company and its subsidiaries.

This insurance policy does not provide cover where the

Director or officer has acted fraudulently or dishonestly.

In addition, subject to the provisions of and to the extent

permitted by relevant statutes, under the Articles of

Association (“Articles”), the Directors and other officers

are indemnified out of the assets of the Company against

liabilities incurred by them in the course of carrying

out their duties or the exercise of their powers. A deed

of indemnity was approved by the Board in November

2020. These qualifying indemnity provisions were in place

throughout the year and up to the date of approval of

these financial statements.

MJ Gleeson plc Annual Report & Accounts 2025 161

Corporate Governance

Directors’ Report

Substantial shareholdings

The Company’s major shareholders with voting rights representing 3% or more as at 30 June 2025 and the

subsequent position at 31 August 2025 are shown below:

As at 30 June 2025 As at 31 August 2025

Number of

% of voting

rights

Number of

% of voting

rights

Funds managed by Harwood Capital LLP 6,055,000 10.36 6,055,000 10.36

Black Rock 5,228,472 8.95 Less than 3%

Aberforth Partners 4,257,473 7.29 5,289,175 9.05

Schroder Investment Management 3,670,000 6.28 3,770,000 6.45

Fidelity International 2,563,199 4.39 5,135,590 8.79

Artemis Investment Management 1,967,232 3.37 2,489,190 4.26

Governance statement

The Disclosure Guidance and Transparency Rules require

certain information to be included in a governance

statement in the Directors’ Report. Information that

fulfils these requirements, including how the Group

has complied with the UK Corporate Governance Code

and our internal control and risk management systems,

can be found in the Corporate Governance section on

pages 112 to 117.

Political donations

The Company made no political donations in the year or

in the previous year.

Directors and Directors’ interests

The Directors of the Company, as of the date of this

report, and during the year, together with their

biographical details, are shown on pages 110 and 111.

Details of any related party transactions with Directors

of the Company are disclosed in note 27 to the financial

statements.

The beneficial interests of the Directors and their

connected persons in the shares of the Company at

30 June 2025 are disclosed in the Annual Report on

Remuneration on pages 140 to 151. Details of the interests

of the Executive Directors in share options and awards of

shares can be found on page 143 within the same report.

Environmental policies and disclosures

Details of our focus on sustainability and the environment

can be found in the Strategic Report on pages 02 to 103,

the Sustainability Committee Report on pages 130 to 132,

and our reports under the Task Force on Climate-related

Financial Disclosures (“TCFD”) and the Sustainability

Accounting Standards Board, as set out on pages 84 to 91

and 92 to 97 respectively.

Employment policies

We are committed to ensuring that all employees,

potential recruits, and other stakeholders are treated fairly

and equitably. The principles of equality and diversity

are important to us and advancement is based upon

individual skills and aptitude irrespective of race, gender

identity, sexual orientation, disability, age, religion or

beliefs or any other protected characteristics.

Our policy for selection and promotion is based on an

assessment of an individual’s ability and experiences; we

consider all applicants on their merits and have processes

and procedures in place to ensure that individuals with

disabilities are given fair consideration.

Every effort is made to retain and support employees

who become disabled whilst in the employment of

the Group.

We are committed to developing our employees so

they can maximise their career potential, and our

aim is to provide rewarding career opportunities in

an environment in which equality of opportunity is

paramount. We seek to improve employee retention

by providing benefits that employees value, including

a Group stakeholder pension (including life assurance

arrangements), private medical insurance and income

replacement arrangements.

Employee share scheme

Employee share ownership continues to be encouraged

through participation in the Group Share Purchase Plan

under which the Company contributes one share for

every three shares purchased.

Employee involvement

Our people are at the heart of our business and are

involved in decision making across the business in a

variety of ways. More details on employee engagement

can be found on pages 81 and 100.

MJ Gleeson plc Annual Report & Accounts 2025162

Directors’ Report

CONTINUED

Stakeholder engagement

Details regarding our stakeholder engagement, including

suppliers, customers, local authorities and shareholders,

and the effect on the principal decisions made in the

year, can be found on pages 98 to 101.

Shareholder additional information

The Company is required to disclose certain additional

information where not covered elsewhere in this Annual

Report:

Share capital

The Company has one class of share in issue, being

ordinary shares with a nominal value of 2 pence each,

with no right to fixed income.

At 30 June 2025, the Company had issued share capital

of 58,428,126 ordinary shares, with a nominal value of

£1.2m. Further details are given in note 23 to the financial

statements.

Rights and obligations attaching to shares

Subject to the Companies Act 2006 and other

shareholders’ rights, any share may be issued with such

rights and restrictions as the Company may by ordinary

resolution decide or, if no such resolution has been

passed or so far as the resolution does not make specific

provision, as the Board of the Company may decide.

Subject to the Companies Act 2006, the Articles and any

resolution of the Company, the Board may deal with any

unissued shares as it may decide.

Amendment to the Articles of Association

Any amendments to the Articles may be made in

accordance with the provisions of the Companies Act

2006 by way of special resolution.

Voting

Under and subject to the provisions of the Articles and

subject to any special rights or restrictions as to voting

attached to any shares, on a show of hands, every

shareholder present in person at a general meeting of

shareholders shall have one vote and on a poll every

shareholder who is present in person or by proxy shall

have one vote for every share of which they are the

holder. Under the Companies Act 2006, shareholders are

entitled to appoint a proxy to exercise all or any of their

rights to attend and to speak and vote on their behalf at a

general meeting or class meeting.

Voting on all resolutions proposed at the 2025 AGM

will be conducted by way of a poll rather than a show

of hands.

Restrictions on voting

A shareholder shall not be entitled to vote at any general

meeting or class meeting in respect of any shares held by

them unless all calls and other sums presently payable by

them in respect of that share have been paid.

Variation of rights

The Articles specify that the special rights attached to any

class of shares may, either with the consent in writing of

holders of three-fourths of the issued shares of that class,

or with the sanction of a special resolution passed at a

separate meeting of such holders (but not otherwise), be

modified or abrogated.

Transfer of shares

Under and subject to the restrictions in the Articles,

any shareholder may transfer all or any of their shares

in certificated form by transfer, in writing, in any usual

form or in any other form which the Board may approve.

The Board may, save in certain circumstances, refuse to

up. The Board may also refuse to register any transfer of

certificated shares unless it is:

■ in respect of only one class of shares;

■ in favour of no more than four transferees;

■ duly stamped or exempt from stamp duty;

■ delivered to the office or at such other place as the

Board may decide for registration; and

■ accompanied by the certificate for the shares to be

transferred and such other evidence (if any) as the

Board may reasonably require to show the right of the

intending transferor to transfer the shares.

Authority to purchase own shares

At the 2024 AGM, shareholders gave the Company

authority to purchase up to the nominal value of £116,764

of its own ordinary shares, representing approximately

10% of its issued ordinary share capital. No purchases have

been made pursuant to this authority and a resolution

will be put to shareholders at the 2025 AGM to renew the

authority for a further period of one year.

Repurchase of shares

Subject to the provisions of the Companies Act and to

any rights conferred on the holders of any class of shares,

the Company may purchase all or any of its shares of any

class, including any redeemable shares.

Appointment of Directors

In accordance with the Articles, Directors can be

appointed or removed by the Board, or by shareholders

at a general meeting. The Directors shall not, unless

otherwise determined by an ordinary resolution of the

Company, be less than three or more than 15 in number.

As required by the UK Corporate Governance Code, all

Directors will retire and offer themselves for re-election at

the 2025 AGM. The Board considers that the contribution

of each of the Directors standing for election is important

to the Company’s long-term sustainable success.

MJ Gleeson plc Annual Report & Accounts 2025 163

Corporate Governance

Powers of the Directors

The business of the Company shall be managed by the

Board, which may exercise all the powers of the Company,

subject to the provisions of the Articles and any ordinary

resolution of the Company. The Articles specify that the

Board may exercise all the powers of the Company to

borrow money and to mortgage or charge all or any part

of its undertakings, property and assets and uncalled

capital and to issue debentures and other securities,

subject to the provisions of the Articles.

Takeovers and significant agreements

The Company is party to the following significant

agreements that take effect, alter, or terminate on

a change of control of the Company following a

takeover bid:

■ the Company’s share schemes and plans;

■ the Company’s payment guarantee bonds

except with prior written consent from the bond

provider; and

■ the Group’s revolving credit facility whereby upon

a change of control all amounts become due and

payable.

Information rights

Beneficial owners of shares who have been nominated by

the registered holder of those shares to enjoy information

rights under Section 146 of the Companies Act 2006 are

required to direct all communications to the registered

holder of their shares, rather than to the Company’s

registrars or to the Company directly.

Disclosure of information to auditors

The Directors who held office at the date of approval of

this Directors’ Report confirm that, so far as they are each

aware, there is no relevant audit information of which

the Company’s auditors are unaware, and the Directors

have taken all the steps that they ought to have taken as

Directors to make themselves aware of any relevant audit

information and to establish that the Company’s auditors

are aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of s418 of the Companies

Act 2006.

Independent auditors

As set out on page 128, the auditors,

PricewaterhouseCoopers LLP, have indicated their

willingness to continue in office, and a resolution that

they be reappointed will be proposed at the next AGM

on 14 November 2025. A formal tender process will be

commenced in the current year in respect of the 2027

financial year audit.

Annual General Meeting

The Notice of AGM to be held on 14 November 2025,

together with details of the Resolutions to be considered,

will be sent out in a separate circular. Full details of the

deadlines for exercising voting rights in respect of the

resolutions to be considered at the AGM will be set out in

the Notice of the AGM.

By order of the Board

Stefan Allanson

Director

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025164

Directors’ Report

CONTINUED

The Directors are responsible for preparing the Annual Report and Accounts and the

financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law

the Directors have prepared the Group and Company

financial statements in accordance with UK-adopted

international accounting standards.

Under company law, 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 Company and of the profit or loss of the Group for

that period. In preparing the financial statements, the

Directors are required to:

■ select suitable accounting policies and then apply

them consistently;

■ state whether applicable UK-adopted international

accounting standards have been followed, subject to

any material departures disclosed and explained in

the financial statements;

■ make judgements and accounting estimates that are

reasonable and prudent; and

■ prepare the financial statements on the going

concern basis unless it is inappropriate to presume

that the Group and Company will continue in

business.

The Directors are responsible for safeguarding the

assets of the Group and Company and hence for taking

reasonable steps for the prevention and detection of

fraud and other irregularities.

The Directors are also responsible for keeping adequate

accounting records that are sufficient to show and

explain the Group’s and Company’s transactions and

disclose with reasonable accuracy at any time the

financial position of the Group and Company and enable

them to ensure that the financial statements and the

Annual Report on Remuneration comply with the

Companies Act 2006.

The Directors are responsible for the maintenance

and integrity of the Company’s website. Legislation in

the United Kingdom governing the preparation and

dissemination of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and

Accounts and the financial statements, taken as a whole,

is fair, balanced and understandable and provides the

information necessary for shareholders to assess the

Group’s and Company’s position and performance,

business model and strategy.

Each of the Directors, whose names and functions are

listed in the Governance Report, confirm that, to the best

of their knowledge:

■ the Group and Company financial statements, which

have been prepared in accordance with UK-adopted

international accounting standards, give a true and

fair view of the assets, liabilities and financial position

of the Group and Company, and of the profit of the

Group; and

■ the Strategic Report includes a fair review of the

development and performance of the business and

the position of the Group and Company, together with

a description of the principal risks and uncertainties

that it faces.

In the case of each Director in office at the date the

Directors’ Report is approved:

■ so far as the Director is aware, there is no relevant

audit information of which the Group’s and

Company’s auditors are unaware; and

■ they have taken all the steps that they ought to have

taken as a Director in order to make themselves aware

of any relevant audit information and to establish that

the Group’s and Company’s auditors are aware of that

information.

By order of the Board

Graham Prothero Stefan Allanson

Director Director

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 165

Corporate Governance

Statement of Directors’ Responsibilities

in Respect of the Financial Statements

Financial

Statements

MJ Gleeson plc Annual Report & Accounts 2025166

Longford Kitchen at Hollinwell Heath,

Kirkby-in-Ashfield, Nottinghamshire

Contents

Financial Statements

Independent Auditors’ Report 168

Consolidated Income Statement 178

Consolidated Statement of

Comprehensive Income 178

Statements of Financial Position 179

Statements of Changes in Equity 180

Statements of Cash Flows 182

Notes to the Financial Statements 183

Corporate Governance

MJ Gleeson plc Annual Report & Accounts 2025 167

Report on the audit of the financial statements

Opinion

In our opinion, MJ Gleeson plc’s group financial statements and company financial statements (the “financial

statements”):

• give a true and fair view of the state of the group’s and of the company’s affairs as at 30 June 2025 and of the

group’s profit and the group’s and company’s cash flows for the year then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards as applied in

accordance with the provisions of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual

Report”), which comprise: the Statements of Financial Position as at 30 June 2025; the Consolidated Income

Statement, the Consolidated Statement of Comprehensive Income, the Statements of Changes in Equity and the

Statements of Cash Flows for the year then ended; and the notes to the financial statements, comprising material

accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit

of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

We have provided no non-audit services to the company or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• The group is organised into five reporting units, all within the UK. The group financial statements are a

consolidation of these reporting units after making appropriate consolidation adjustments.

• Of the five reporting units, we identified two which, in our view, required an audit of their complete financial

information, together with consolidation adjustments.

• Reporting units over which we performed full scope audit procedures and the consolidation adjustments

accounted for 100% of the group’s reported revenues, 80% of the group’s profit before tax and 82% of total assets

(all calculated on an absolute values basis).

• Audit procedures were also performed over certain financial statement line items ('FSLIs') within two further

reporting units due to their contribution towards those FSLIs.

MJ Gleeson plc Annual Report & Accounts 2025168

Independent Auditors’ Report to the

Members of MJ Gleeson plc

Key audit matters

• Carrying value of inventory and profit recognition (group)

• Valuation of building safety provision (group)

• Carrying value of investments in certain subsidiaries (parent)

Materiality

• Overall group materiality: £1,095,000 (2024: £1,240,000) based on 5% of profit before tax and exceptional items

(2024: profit before tax).

• Overall company materiality: £1,040,250 (2024: £1,178,000) based on 1% of total assets (capped at 95% of overall

group materiality).

• Performance materiality: £821,250 (2024: £930,000) (group) and £780,150 (2024: £883,500) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the

audit of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by the auditors, 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. These matters, and any comments we make on the results of our procedures thereon, were

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter

How our audit addressed the key audit matter

Carrying value of inventory and profit

recognition (group)

Refer to Note 1 (Accounting policies)

and Note 13 (Inventories) of the

financial statements. The value of the

Group's land held for development

and work in progress (‘land and WIP’)

represents a significant proportion

(91%) of the assets in the Group

Statement of Financial Position.

Determining the recoverable amount

of land and WIP requires a high

degree of estimation.

For land and WIP in Gleeson Homes,

the key judgements include

forecasting future costs to complete

and selling prices which can be

affected by market conditions and

unexpected events.

In Gleeson Land, the valuation of land

and WIP requires judgement

regarding the future viability of each

project. Based upon this assessment,

it may be necessary to record

provisions to determine the final

carrying value of land and WIP for

each site.

In assessing the inventory valuation and profit recognition within Gleeson

Homes, we performed the following procedures:

• Assessed and tested controls over the allocation of materials and

labour costs to the correct sites;

• Visited a sample of active sites to confirm the existence and

condition of the WIP and compared this to the total WIP at year end

for the relevant sites;

• Attended a sample of valuation meetings to observe and test the

controls in operation and understand the key judgments being

made;

• Attended a post year-end valuation meeting to observe if any

additional costs were identified which weren't included in costs to

complete as at the year-end;

• Tested a sample of land and WIP additions in the year;

• Tested a sample of journals transferring costs from WIP to Cost of

sales upon plot sale;

• Assessed management’s ability to accurately forecast revenue, by

comparing revenue per the latest valuation sheets, available as at

year end, to the actual revenue achieved for that site in the year;

• Considered the monthly margin by site to ensure that there was

consistent margin recognition throughout the year, obtaining

MJ Gleeson plc Annual Report & Accounts 2025 169

Financial Statements

explanations for any unusual trends, particularly where declining

margins may indicate incomplete initial forecasts of total costs;

• Performed additional margin review over sites completed in the year

and those active over both FY24 and FY25;

• Performed substantive testing over the costs to complete in the year

end valuation for a sample of sites. Certain costs to complete

categories were tested on a risk basis, with supporting

documentation obtained for the sample selected;

• Performed inquiries with management for cost accruals for additional

costs on sites in which homes have been substantially sold and

corroborated this with supporting documentation obtained for the

relevant costs;

• Substantively tested management’s provision for abortive site costs;

• Performed detailed testing over specific and general contingencies;

• Assessed changes in build rates against changes in costs to

complete, including preliminary costs; and

• Evaluated management’s experts through assessing the

qualifications and experience of the quantity surveyors performing

the valuations over each site sampled.

In assessing the valuation of inventory in Gleeson Land, we performed the

following procedures:

• Tested a sample of costs incurred during the year;

• Assessed the adequacy of controls over allocation of costs to sites

through testing of controls over the allocation of materials;

• Tested the transfer from work in progress to cost of sales for all those

sites sold during the year;

• Discussed and challenged the status of a sample of projects with

management and corroborated explanations received, as

necessary;

• Assessed the group's provisioning methodology for reasonableness

and consistency with previous periods;

• Recalculated the provision made by management against year-end

work in progress by applying the Group’s provisioning methodology

and challenged and corroborated as necessary; and

We also reviewed the disclosures in the annual accounts in respect of the

critical accounting estimates of margin recognition and carrying value of land

and work in progress.

Based on the procedures performed we did not identify any material

adjustments to the carrying value of the group’s inventory as at the year-end

date or profit recognition for the period.

Valuation of building safety provision

(group)

Refer to Note 1 (Accounting policies)

and Note 18 (Provisions) of the

financial statements. Under the

‘Department for Levelling Up’ Pledge,

the group is responsible for

remediating any life critical fire safety

defects in buildings over 11 metres

which were developed by Gleeson

Homes in the past 30 years.

Management have identified 18

buildings in scope resulting in a

provision of £11.9m. The key

assumptions are the potential cost of

investigation, the costs of replacement

materials and works, the cost of

disruption to residents and the timing

of forecast expenditure. Hence, we

identified the valuation of building

safety provisioning as a significant

risk.

For all existing sites, we have obtained management's reassessment of the

required provision. This is ultimately based on the expert reports obtained in

previous years, reassessed in the current year for reasonableness, based on

the latest available information. We performed the following procedures:

• Assessed the work of management’s experts, including considering

their qualifications and experience in deriving the remediation costs

outlined in their reports;

• Reassessed the completeness of the list of in-scope buildings given

the identification of one further building taller than 11m during the

year;

• Tested management’s own adjustments to the work of

management’s experts, primarily adjustments to the scope of work

required based on further investigation and quotes received during

the year; and

• Considered and corroborated other movements in the provision to

supporting evidence.

Based on the procedures performed we did not identify any material

adjustments to the provision included in the group financial statements or the

disclosures related to this critical accounting estimate.

MJ Gleeson plc Annual Report & Accounts 2025170

Independent Auditors’ Report to the

Members of MJ Gleeson plc

CONTINUED

Carrying value of investments in

certain subsidiaries (parent)

Refer to Note 1 (Accounting policies)

and Note 12 (Investments in

subsidiaries) of the financial

statements. We focused upon this

area because of the size of the

balance, the judgement required in

determining the carrying value and the

triggers identified during the year. The

key judgement is the underlying cash

generation and profitability of the

company's subsidiaries, which can be

affected by market conditions.

In assessing the appropriateness of valuation of investments in subsidiary

undertakings we obtained management's impairment trigger assessment of the

company’s investments in subsidiaries as at 30 June 2025. Where an

impairment trigger was identified, we obtained management's assessment of

the recoverable amount of the subsidiary.

For investments that management deemed to have no impairment triggers, we

reviewed the trading performance and net asset position of the subsidiary to

confirm management's trigger assessment as reasonable.

For subsidiaries where a trigger was noted, we reviewed management’s

detailed impairment assessment, considering whether the fair value of these

individual investments was sufficient to support the carrying value of the

investment. We also assessed other sources of information to identify potential

triggers, such as comparing the market capitalisation of the group as at 30

June 2025, with the group’s consolidated net asset value.

Based on the procedures we performed we were satisfied that the carrying

value of the investments held by the company at the year-end date were

supported and that no impairment was required.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the structure of the group and the company, the accounting

processes and controls, and the industry in which they operate.

The group's accounting process is structured around a group finance function at its head office in Sheffield which is

responsible for the group's five reporting units.

For each reporting unit we determined whether it required an audit of its complete financial information (‘full

scope’), or whether certain account balances were required to be in the scope of our group audit to address specific

risk characteristics or to provide sufficient overall coverage of particular financial statement line items in the group

financial statements.

A full scope audit was required for two components, being the Gleeson Homes Division and the Gleeson Land

Division, which were determined as financially significant due to their size and contribution towards the group's

profit before tax and exceptional items.

In addition, within the remaining three reporting units were two where we performed specific audit procedures over

provisions, payroll and share-based payments, due to their contribution towards these financial statement line items.

The remaining reporting unit was considered to be an inconsequential component, with no specific procedures

performed.

All of the audit procedures have been performed by the Group audit engagement team.

The impact of climate risk on our audit

In planning and executing our audit, we considered the potential impact of climate change on the group’s business

and the group and company financial statements. The Director’s assessment of the potential impacts of climate

change is explained in detail within the Strategic Report.

The Board has made commitments for the group to be an operational Net Zero business by 2050.

As part of our audit we made enquiries of management to understand the extent of the potential impact of

physical and transitional climate change risks on the group and company financial statements and support the

disclosures made in line wih the requirements of the Task Force on Climate-Related Financial Disclosures ('TCFD').

MJ Gleeson plc Annual Report & Accounts 2025 171

Financial Statements

Management's assessment highlighted that the valuation of inventory is impacted most significantly by climate

risk, in relation to the latest building regulations and potential flood risks. We have assessed this risk in our audit

testing, identifying no material issues within the valuation of inventory.

We also considered the consistency of the disclosures in relation to climate change within the Annual Report

(including the disclosures in the TCFD section) with the financial statements and our knowledge obtained from our

audit.

Our procedures did not identify any material impact as a result of climate risk on the group and company's financial

statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures

and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a

whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements - group

Financial statements -

company

Overall

materiality

£1,095,000 (2024: £1,240,000).

£1,040,250 (2024: £1,178,000).

How we

determined

5% of profit before tax and exceptional items

(2024: profit before tax)

1% of total assets (capped at

95% of overall group

materiality)

Rationale for

benchmark

applied

We have chosen this as our benchmark as it is a

key performance measure disclosed to users of the

financial statements. This figure takes prominence

in the Annual Report, as well as the

communications to both shareholders and the

market. The benchmark is consistent with the prior

year save for the exclusion of exceptional items,

for which the prior year charge was nil. The add-

back of exceptional items to profit before tax was

considered to be appropriate to better represent

the underlying performance of the group.

We have used an asset based

measure for the company,

which is a generally accepted

auditing benchmark. Where

applicable, we have performed

our testing to a lower, group

allocated materiality for

individual balances that

contribute to the consolidated

group results.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group

materiality. The range of materiality allocated across components was between £51,300 to £1,040,250, with

component materialities capped at a maximum of 95% of group materiality. Certain components were audited to a

local statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality

in determining the scope of our audit and the nature and extent of our testing of account balances, classes of

transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024:

75%) of overall materiality, amounting to £821,250 (2024: £930,000) for the group financial statements and £780,150

(2024: £883,500) for the company financial statements.

MJ Gleeson plc Annual Report & Accounts 2025172

Independent Auditors’ Report to the

Members of MJ Gleeson plc

CONTINUED

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end

of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above

£54,750 (group audit) (2024: £62,000) and £52,010 (company audit) (2024: £58,900) as well as misstatements below

those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going

concern basis of accounting included:

• We evaluated the board approved FY26 budget, challenging the adequacy and appropriateness of the underlying

assumptions;

• We evaluated the 'base case' cashflow forecasts derived from the board approved FY26 budget and the

reasonableness of the severe but plausible downside scenario for the period to 31 December 2026;

• We checked the mathematical accuracy of management’s forecasts;

• We understood the mitigating actions in management’s model and considered whether they were within their

control and could be taken on a timely basis, if needed;

• We evaluated the level of forecast liquidity and forecast compliance with the bank facility covenants, both in

respect of the base case and management’s severe but plausible downside scenario;

• Assessed the accuracy of historical forecasting, as well as a comparison of post year end actual performance

versus budget.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to

continue as a going concern for a period of at least twelve months from when the financial statements are authorised

for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the

group's and the company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the directors’ statement in the financial statements about whether

the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to

the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material misstatement of the other information. If, based on

MJ Gleeson plc Annual Report & Accounts 2025 173

Financial Statements

the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by

the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report

and Directors' Report for the year ended 30 June 2025 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course

of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

Directors' Remuneration

In our opinion, the part of the Annual Report on Remuneration to be audited has been properly prepared in

accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability

and that part of the corporate governance statement relating to the company’s compliance with the provisions of

the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the

corporate governance statement as other information are described in the Reporting on other information section

of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement, included within the Corporate Governance Report is materially consistent with the

financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw

attention to in relation to:

• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the

going concern basis of accounting in preparing them, and their identification of any material uncertainties to the

group’s and company’s ability to continue to do so over a period of at least twelve months from the date of

approval of the financial statements;

• The directors’ explanation as to their assessment of the group's and company’s prospects, the period this

assessment covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company will be able to

continue in operation and meet its liabilities as they fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was

substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process

supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK

Corporate Governance Code; and considering whether the statement is consistent with the financial statements and

our knowledge and understanding of the group and company and their environment obtained in the course of the

audit.

MJ Gleeson plc Annual Report & Accounts 2025174

Independent Auditors’ Report to the

Members of MJ Gleeson plc

CONTINUED

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial statements and our

knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for the members to assess the group’s and company's

position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal

control systems; and

• The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the

company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' Responsibilities in Respect of the Financial Statements, the

directors are responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The directors are also 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.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease

operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with

laws and regulations related to building safety legislation and health and safety regulations, and we considered the

extent to which non-compliance might have a material effect on the financial statements. We also considered those

laws and regulations that have a direct impact on the financial statements such as the Listing Rules and the

Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of controls), and determined that the principal risks were related

to deliberate manipulation of results via improper revenue recognition, management bias in key accounting

estimates and posting of inappropriate journal entries to manipulate the group’s result for the period. Audit

procedures performed by the engagement team included:

• Discussions with management, including consideration of known or suspected instances of non-compliance with

laws and regulation and fraud;

MJ Gleeson plc Annual Report & Accounts 2025 175

Financial Statements

• Reviewed board minutes and inquired with management over any non compliance with laws and regulations,

including discussions with management's internal experts surrounding the building safety act;

• Identifying and testing journal entries using risk-based criteria, in particular journal entries posted with unusual

account combinations;

• Testing of individually material revenue transactions to assess the accuracy of the revenue recognised and the

timing of recognition;

• Challenging assumptions and judgements made by management in their significant accounting estimates,

particularly in relation to the valuation of land and work in progress within inventories and the expected cash

outflows in respect of the building safety provision; and

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with

applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using

data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for testing based on their size or risk

characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website

at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is

shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not

been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Annual Report on Remuneration to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 14 November 2016

to audit the financial statements for the year ended 30 June 2017 and subsequent financial periods. The period of

total uninterrupted engagement is 9 years, covering the years ended 30 June 2017 to 30 June 2025.

MJ Gleeson plc Annual Report & Accounts 2025176

Independent Auditors’ Report to the

Members of MJ Gleeson plc

CONTINUED

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to

include these financial statements in an annual financial report prepared under the structured digital format

required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority.

This auditors’ report provides no assurance over whether the structured digital format annual financial report has

been prepared in accordance with those requirements.

Tom Yeates (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Leeds

15 September 2025

MJ Gleeson plc Annual Report & Accounts 2025 177

Financial Statements

		2025	2025
		Pre-	Exceptional
		exceptional	items	2025	2024
		items	(note 3)	Total	Total
	Note	£000	£000	£000	£000
Revenue	2	365,817	–	365,817	345,345
Cost of sales		(282,652)	–	(282,652)	(2 60,811)
Gross profit		83, 165	–	83,165	84 ,534
Administrative expenses		(57 ,920)	(1,343)	(59,263)	(56,233)
Other operating income	5	137	–	13 7	252
Operating profit		25,382	(1,343)	24 ,039	28,553
Finance income	7	141	–	14 1	109
Finance expenses	7	(3,636)	–	(3, 636)	(3, 813)
Profit before tax		21,887	(1,343)	20,544	24,849
Tax	8	(5, 030)	309	(4,721)	(5,543)
Profit for the year attributable to the equity holders of the parent		16,857	(1,034)	15,823	19,306
Earnings per share
Basic	10	28.88 p		27 .11 p	33. 13 p
Diluted	10	28.88 p		27 .11 p	33.04 p

	2025	2025
	Pre-	Exceptional
	exceptional	items	2025
	items	(note 3)	Total	2024
	£000	£000	£000	£000
Profit for the year	16,857	(1,034)	15,823	19,306
Other comprehensive income
Items that may be subsequently reclassified to profit
or loss
Change in value of shared equity receivables at fair value	67	–	67	171
Other comprehensive income for the year (net of tax)	67	–	67	171
Total comprehensive income/(expense) for the year	16,924	(1,034)	15,890	19 ,4 77

The notes on pages 183 to 211 form part of these financial statements.

MJ Gleeson plc Annual Report & Accounts 2025178

Consolidated Income Statement

For the year ended 30 June 2025

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2025

		Group		Company
		2025	2024	2025	2024
	Note	£000	£000	£000	£000
Non-current assets
Property, plant and equipment	11	8,495	9, 26 9	–	–
Investments in subsidiaries	12	–	–	94,041	94,041
Trade and other receivables	14	3,304	24 3	–	–
Deferred tax assets	20	–	317	12	455
		11,799	9,829	94,053	94,496
Current assets
Inventories	13	380,84 7	345,234	–	–
Trade and other receivables	14	18,951	9,283	102,501	115,350
UK corporation tax		1,286	767	1,286	767
Cash and cash equivalents	21	6,490	12 ,934	30	1,056
		407 ,57 4	368,218	103,817	117,173
Total assets		419 , 37 3	3 78 , 0 47	197,870	211,669
Non-current liabilities
Trade and other payables	16	(11,287)	(6,614)	–	–
Provisions	18	(7 ,7 36)	(1 0,073)	–	–
Deferred tax liabilities	20	(73)	–	–	–
		(19,096)	(16,687)	–	–
Current liabilities
Loans and borrowings	15	(5,000)	–	(5,000)	–
Bank overdraft	21	(2,269)	–	–	–
Trade and other payables	16	(79,822)	(60,594)	(140,488)	(146,492)
Provisions	18	(5,520)	(3,024)	–	–
		(92,611)	(63,618)	(145,488)	(146,492)
Total liabilities		(111,7 07)	(80,305)	(145,488)	(146,492)
Net assets		307 ,666	2 9 7 , 74 2	52,382	65,177
Equity
Share capital	23	1,169	1,168	1,169	1,168
Share premium		15,843	15,843	15,843	15,843
Own shares	23	(232)	(456)	(232)	(456)
Retained earnings		290,886	281,187	35,602	48,622
Total equity		307 ,666	2 9 7, 74 2	52,382	65,177

Retained earnings of the Company

The loss of the Company in the financial year amounted to £6,829,000 (2024: profit of £2,0 71,000).

The financial statements on pages 178 to 211 were approved by the Board of Directors on 15 September 2025 and

signed on its behalf by:

Graham Prothero Stefan Allanson

Director Director

Company registration number: 09268016

The notes on pages 183 to 211 form part of these financial statements.

MJ Gleeson plc Annual Report & Accounts 2025 179

Financial Statements

Statements of Financial Position

At 30 June 2025

Group

		Share	Share	Own	Retained	Total
		capital	premium	shares	earnings	equity
	Note	£000	£000	£000	£000	£000
At 1 July 2023		1,167	15,843	(7 43)	269,7 49	286,016
Profit for the year		–	–	–	19,306	19,306
Other comprehensive income		–	–	–	171	17 1
Total comprehensive income for the year		–	–	–	19,4 77	19,4 77
Share issue	23	1	–	–	–	1
Purchase of own shares	23	–	–	(106)	–	(106)
Utilisation of own shares	23	–	–	393	(393)	–
Share-based payments	24	–	–	–	218	218
Movement in tax on share-based payments
taken directly to equity	8	–	–	–	(284)	(284)
Dividends	9	–	–	–	(7 ,580)	(7 ,580)
Transactions with owners, recorded
directly in equity		1	–	287	(8,039)	(7 ,751)
At 30 June 2024		1,168	15, 843	(456)	281,187	2 9 7, 74 2
Profit for the year		–	–	–	15,823	15, 823
Other comprehensive income		–	–	–	67	67
Total comprehensive income for the year		–	–	–	15, 890	15,890
Share issue	23	1	–	–	–	1
Purchase of own shares	23	–	–	(69)	–	(69)
Utilisation of own shares	23	–	–	293	(217)	76
Share-based payments	24	–	–	–	660	660
Movement in tax on share-based payments
taken directly to equity	8	–	–	–	(210)	(210)
Dividends	9	–	–	–	(6 ,424)	(6,424)
Transactions with owners, recorded
directly in equity		1	–	224	(6, 191)	(5,966)
At 30 June 2025		1,169	15, 843	(232)	290,886	307, 666

MJ Gleeson plc Annual Report & Accounts 2025180

Statements of Changes in Equity

For the year ended 30 June 2025

Company

capital

£000

premium

£000

Own

£000

Retained

earnings

£000

Total

equity

£000

At 1 July 2023 1,167 15,843 (743) 54,330 70,597

Profit for the year – – – 2,071 2,071

Total comprehensive income for the year – – – 2,071 2,071

Share issue 23 1 – – – 1

Purchase of own shares 23 – – (106) – (106)

Utilisation of own shares 23 – – 393 (393) –

Share-based payments 24 – – – 218 218

Movement in tax on share-based payments

taken directly to equity 8 – – – (24) (24)

Dividends 9 – – – (7,580) (7,580)

Transactions with owners, recorded

directly in equity 1 – 287 (7,779) (7,491)

At 30 June 2024 1,168 15,843 (456) 48,622 65,177

Loss for the year – – – (6,829) (6,829)

Total comprehensive expense for the year – – – (6,829) (6,829)

Share issue 23 1 – – – 1

Purchase of own shares 23 – – (69) – (69)

Utilisation of own shares 23 – – 293 (217) 76

Share-based payments 24 – – – 660 660

Movement in tax on share-based payments

taken directly to equity 8 – – – (210) (210)

Dividends 9 – – – (6,424) (6,424)

Transactions with owners, recorded

directly in equity 1 – 224 (6,191) (5,966)

At 30 June 2025 1,169 15,843 (232) 35,602 52,382

MJ Gleeson plc Annual Report & Accounts 2025 181

Financial Statements

		Group		Company
		2025	2024	2025	2024
	Note	£000	£000	£000	£000
Operating activities
Profit/(loss) before tax		20,544	24 ,8 4 9	(6,596)	2,034
Adjustments for:
Depreciation of property, plant and equipment	11	4 ,272	4 ,621	–	–
Share-based payments	24	660	218	484	481
Profit on redemption of shared equity receivables		(57)	(182)	–	–
Increase/(decrease) in provisions including exceptional items	18	159	(382)	–	–
Loss on disposal of property, plant and equipment	11	41 4	466	–	–
Impairment of investments in subsidiaries	12	–	–	–	1,162
Finance income	7	(141)	(109)	(70)	(10,013)
Finance expenses	7	3,636	3,813	3,168	3,419
Operating cash flows before movements in working capital		29,487	33,294	(3,014)	(2,917)
Increase in inventories		(35,613)	(608)	–	–
(Increase)/decrease in receivables		(12,708)	4 , 2 24	217	(501)
Increase/(decrease) in payables		23,313	(9,323)	(584)	356
Decrease in amounts due from subsidiary undertakings		–	–	16,337	2,891
(Decrease)/increase in amounts due to subsidiary undertakings		–	–	(4,363)	8,018
Cash generated from operating activities		4,479	27 ,587	8,593	7,847
Tax paid		(5,061)	(5,572)	(5,061)	(5,572)
Finance costs paid		(3,364)	(4,029)	(3,136)	(3,795)
Net cash (used in)/generated from operating activities		(3,946)	17 ,986	396	(1,520)
Investing activities
Proceeds from disposal of shared equity receivables		185	678	–	–
Interest received		138	31	70	13
Dividends from subsidiaries		–	–	–	10,000
Purchase of property, plant and equipment	11	(2,045)	(2,039)	–	–
Net cash (used in)/generated from investing activities		(1,722)	(1,330)	70	10,013
Financing activities
Increase in loans and borrowings	15	5,000	–	5,000	–
Net proceeds from issue of shares	23	1	1	1	1
Purchase of own shares		(69)	(106)	(69)	(106)
Dividends paid	9	(6,424)	(7 ,580)	(6,424)	(7,580)
Principal element of lease payments	17	(1,553)	(1,196)	–	–
Net cash flow used in financing activities		(3,045)	(8,881)	(1,492)	(7,685)
Net (decrease)/increase in cash and cash equivalents		(8,713)	7, 7 7 5	(1,026)	808
Cash and cash equivalents at beginning of period		12,934	5,159	1,056	248
Cash and cash equivalents at end of period, net of overdraft	21	4 ,221	12,934	30	1,056

MJ Gleeson plc Annual Report & Accounts 2025182

Statements of Cash Flows

For the year ended 30 June 2025

1 Accounting policies

MJ Gleeson plc ("the Company") is a public limited

company that is listed on the London Stock Exchange

and is incorporated and domiciled in England, United

Kingdom. The address of the registered office is 6 Europa

Court, Sheffield Business Park, Sheffield, S9 1XE.

Basis of preparation

Both the Company financial statements and the

Group financial statements have been prepared and

approved by the Directors in accordance with UK-

adopted International Accounting Standards and in

conformity with the requirements of the Companies Act

2006 as applicable to companies reporting under those

standards.

The consolidated Group and Company financial

statements have been prepared on a going concern

basis and under the historical cost convention, except as

otherwise stated below.

The material accounting policies set out below have

been applied consistently to all periods presented in the

consolidated Group and Company financial statements.

The Company has taken advantage of section 408 of

the Companies Act 2006 and consequently an income

statement and statement of comprehensive income of

the Company is not presented as part of these financial

statements.

Basis of consolidation

The consolidated financial statements incorporate

the financial statements of the Company and all of its

subsidiary undertakings (together referred to as "the

Group”).

Subsidiaries

Subsidiaries are entities controlled by the Group. The

Group controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the

entity and has the ability to affect those returns through

its power over the entity. The financial statements of

subsidiaries are included in the consolidated financial

statements from the date that control commences until

the date that control ceases.

Going concern

The Group's business activities are set out in the Strategic

Report on pages 02 to 103. The principal risks identified

are reported under Risk Management on pages 38 to 43.

The Group has a committed revolving credit facility with

Lloyds Bank plc and Santander UK plc with a facility

limit of £135m. During the year, the uncommitted one

year extension option was exercised and the facility now

expires in October 2027 (previously October 2026). The

facility has a further one year uncommitted extension

option provided by both banks.

At the balance sheet date, the Group had borrowings of

£5.0m (2024: £nil), cash and cash equivalents of £6.5m

(2024: £12.9m) and an overdraft of £2.3m (2024: £nil).

Borrowings net of cash, therefore, was £0.8m and the

total unused facility was £127.7m (2024: £135m).

Current forecasts are based on the latest budget and

plan approved by the Board in July 2025. This reflected

a cautious view on the trading outlook based on the

current market conditions and the degree of macro-

economic risk.

These forecasts were then subject to a range of

sensitivities including a severe but plausible scenario

together with the likely effectiveness of mitigating

actions. The assessment considered the combined

impact of a number of realistically possible, but severe

and prolonged changes to principal assumptions from a

downturn in the housing and land markets including:

■ reduction in Gleeson Homes volumes of

approximately 20% with no recovery;

■ reduction in Gleeson Homes selling prices by 5%

permanently; and

■ a delay on the timing of Gleeson Land transactions

and 10% fall in land selling values.

Under these sensitivities, after taking certain mitigating

actions, the Group continues to have a sufficient level of

liquidity, operate within its financial covenants and meet

its liabilities as they fall due.

Based on the results of the analysis undertaken, the

Directors have a reasonable expectation that the

Company and the Group have adequate resources

available to continue in operation for the foreseeable

future and operate in compliance with the Group’s bank

facilities and financial covenants. As such, the financial

statements for the Company and the Group have been

prepared on a going concern basis.

Revenue recognition

Revenue represents the fair value of the consideration

received or receivable in respect of the sale, or sale and

leaseback, of homes and land, net of value added tax

and discounts, which is based on an underlying signed

legal agreement. Revenue is recognised when control

transfers to a customer as follows:

■ Revenue from the sale, or sale and leaseback, of

homes and sales extras is a single performance

obligation that is satisfied when control is transferred

to the customer, which is deemed to be on legal

completion when title of the property passes to the

customer. Where deposit and exchange funds are

received in advance, no revenue is recognised until

legal completion occurs and the remaining funds are

received.

MJ Gleeson plc Annual Report & Accounts 2025 183

Financial Statements

Notes to the Financial Statements

For the year ended 30 June 2025

1 Accounting policies CONTINUED

Revenue on multi-unit sales follows the same treatment,

with revenue recognised on legal completion of each

unit in accordance with the contracted terms.

■ Revenue from land sales, including land sold under

option agreements, freehold land sales, or fixed-price

land sales, is typically a single performance obligation

that is satisfied at the earlier of when unconditional

contracts to sell are exchanged and control has

passed to the customer or when contracts to sell are

completed and title has passed.

Where the Group grants an option over freehold

land, revenue is recognised on the receipt of any

non-refundable premium as a single performance

obligation, for the grant of the option. On exercise of

that option by the buyer, revenue is recognised as a

land sale which is a separate performance obligation.

Revenue from planning promotion agreements

is recognised at the point at which the Group is

unconditionally entitled to a share of the disposal

proceeds under the terms of the promotion

agreement contract. Payment terms vary on each

land sale; where deferred receipts exceed one year

from completion, the transaction price is adjusted to

reflect the time value of money. Variable consideration

such as an overage is not recognised until the point

at which it is considered highly probable that there

will not be a significant future reversal, which typically

occurs when the amount is agreed by all parties.

The Group has adopted the practical expedient allowed

under IFRS 15 "Revenue from contracts with customers"

that states an entity need not adjust the amount of

consideration for the effects of a significant financing

component if the entity expects, at contract inception,

that the period between when the entity transfers a

promised good or service to a customer and when the

customer pays for that good or service will be one year

or less.

Segmental reporting

An operating segment is a component of the Group

that engages in business activities from which it may

earn revenue and incur expenses, including revenue

and expenses that relate to transactions with any of

the Group’s other components, and for which discrete

financial information is available. All segmental operating

results are reviewed regularly by the Executive Board,

identified as the Chief Operating Decision Maker, to

make decisions about resources to be allocated to the

segment and to assess its performance. Segmental

results, assets and liabilities include items directly

attributable to a segment, as well as those that can

be allocated on a reasonable basis. Segmental capital

additions is the total cost incurred during the period to

acquire property, plant and equipment.

Exceptional items

Exceptional items are defined as items of income or

expenditure which, in the opinion of the Directors, are

material and unusual in nature or of such significance

that they require separate disclosure on the face of the

income statement in accordance with IAS 1 “Presentation

of financial statements”. Should these items be reversed,

disclosure of this would also be classified within

exceptional items.

Finance income and expenses

Finance income comprises interest income on bank

deposits and the unwinding of discounts on deferred

receivables and shared equity receivables. Interest

income is recognised as it accrues, using the effective

interest method. Finance income is considered to accrue

as a result of investing activities and is presented as such

in the statement of cash flows.

Finance expenses comprise interest and fees on bank

facilities, leases and the unwinding of discounts on

deferred payables. Also included is the amortisation

of fees associated with the arrangement of financing.

Interest expense is recognised in the income statement

using the effective interest method. Cash flows in relation

to finance expenses are included within operating

activities in the statement of cash flows.

Leases

The Group assesses whether a contract is, or contains, a

lease at inception of the contract. The Group recognises

a right-of-use asset and a corresponding lease liability

with respect to all lease arrangements in which it is the

lessee, except for short-term leases (defined as leases

with a lease term of 12 months or less) and leases of low-

value assets. For these leases, the Group recognises the

lease payments as an operating expense on a straight-

line basis over the term of the lease unless another

systematic basis is more representative of the time

pattern in which economic benefits from the leased

assets are consumed.

A lease liability is initially measured at the present

value of the lease payments that are not paid at the

commencement date, discounted by using the rate

implicit in the lease. If this rate cannot be readily

determined, the Group uses an incremental borrowing

rate that is the rate of interest that the lessee would

have to pay to borrow over a similar term, and with a

similar security, the funds necessary to obtain an asset

of a similar value to the right-of-use asset in a similar

economic environment.

Right-of-use assets are initially measured at cost,

comprising the initial measurement of the lease liability,

plus any initial direct costs and an estimate of asset

retirement obligations, less any lease incentives.

MJ Gleeson plc Annual Report & Accounts 2025184

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

Subsequently, right-of-use assets are measured at cost,

less any accumulated depreciation and any accumulated

impairment losses, and are adjusted for certain

remeasurements of the lease liability. Depreciation is

calculated on a straight-line basis over the length of the

lease.

For a modification that decreases the scope of the

lease, the lease liability is remeasured at the effective

date of the modification using a revised discount rate

representative of the remainder of the lease term. Where

this is not readily determined, the incremental cost of

borrowing will be used. The carrying amount of the

right-of-use asset will decrease to reflect the partial or

full termination of the lease. Any gain or loss relating

to the lease modification is recognised in the income

statement.

Non-financial assets

1. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost

less accumulated depreciation and any recognised

impairment loss. Depreciation is charged so as to write

off the cost of assets over their estimated useful lives,

using the straight-line method, on the following basis:

■ Property: over the term of the lease for right-of-

use assets

■ Plant and equipment: between three and six years

Depreciation of these assets is charged to the income

statement. The Group does not hold any freehold

property.

2. INVESTMENTS

Investments are stated at cost less impairment.

3. INVENTORIES

Inventories are valued at the lower of cost and net

realisable value and are subject to regular impairment

reviews. For Gleeson Homes, inventories comprise

all direct costs incurred in bringing the individual

inventories to their present condition at the reporting

date, including direct materials, direct labour costs

and related overheads. For Gleeson Land, inventories

comprise all direct costs incurred in securing and

promoting land through the planning system through to

the point of sale, less the value of any impairment losses.

For Gleeson Homes, inventories are recognised in cost

of sales as an allocation of the latest forecast gross

margin expected to be generated over the remaining

life of that site, which is an output of the site valuation

process. These valuations, which are carried out at

regular intervals throughout the year, use actual and

forecast selling prices, land costs and build costs. Land

purchased with deferred consideration terms is included

in inventories at its net present value.

For Gleeson Land, inventories are recognised in cost of

sales as an allocation of the promotion costs associated

with the land being sold.

Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs

of completion and the estimated costs necessary to

make the sale. In Gleeson Homes, the key assumptions

underpinning the assessment of net realisable value are

forecast costs to complete, site margins, contingencies

and selling prices. In Gleeson Land, expected land

value, planning outcome, the remaining duration of the

promotion or option agreement and forecast costs to

complete are used to determine net realisable value.

IMPAIRMENT OF NON FINANCIAL ASSETS

The carrying amount of non-financial assets is reviewed

at each reporting date to determine whether there is any

indication of impairment. If any such indication exists,

then the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the greater of its

value in use and its fair value less costs of disposal. In

assessing value in use, the estimated future cash flows

are discounted to their present value using a pre-tax

discount rate that reflects current market assessments

of the time value of money and the risks specific to

the asset.

An impairment loss is recognised if the carrying amount

of an asset exceeds its estimated recoverable amount.

Impairment losses are recognised in the income

statement within administrative expenses.

Impairment losses recognised in prior periods are

assessed at each reporting date for any indications

that the loss has decreased or no longer exists. An

impairment loss is reversed if there has been a change

in the estimates used to determine the recoverable

amount. An impairment loss is reversed only to the

extent that the asset’s carrying amount does not exceed

the carrying amount that would have been determined if

no impairment loss had been recognised.

Financial assets

1. SHARED EQUITY RECEIVABLES

Shared equity receivables are loans that were offered

to certain customers to assist in the purchase of their

home. Shared equity receivables are recorded at fair

value through other comprehensive income ("OCI"),

representing the amount receivable discounted to

present day values. The difference between the nominal

value and the initial fair value is credited over the

deferred term to finance income, with the financial

asset increasing to its full cash settlement value on the

anticipated receipt date. The Group holds a second

charge over property sold under shared equity schemes.

Changes in the fair value of shared equity receivables are

recognised in other comprehensive income.

1 Accounting policies CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 185

Financial Statements

Interest calculated using the effective interest method

and impairment losses on shared equity receivables are

recognised in the income statement.

2. TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially measured at fair

value and subsequently measured at amortised cost

using the effective interest method, less any provision for

impairment.

Deferred land receivables are discounted to present

values when repayment is due in more than one year

after initial recognition.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand,

demand deposits and cash held in solicitors' client

accounts on the Group's behalf and are subject to an

insignificant risk of changes in value. Net cash/(debt) is

defined as cash and cash equivalents less borrowings

with an original maturity of three months or less.

IMPAIRMENT OF FINANCIAL ASSETS

An assessment of expected credit losses associated with

financial assets carried at amortised cost is undertaken

on a forward-looking basis. For trade receivables, the

simplified approach as permitted by IFRS 9 "Financial

instruments" is applied, which requires expected lifetime

losses to be recognised from initial recognition of the

receivables.

Non-financial liabilities

1. PROVISIONS

Provisions are recognised when there is a present legal

or constructive obligation arising from past events

and it is probable there will be an outflow of resources

required to settle the obligation that can be estimated

reliably. Provisions are measured at the best estimate of

the Directors and discounted to present value where the

effect is material.

2. CONTINGENT LIABILITIES

Where there is a possible obligation arising from past

events that will be confirmed only by the occurrence

or non-occurrence of one or more uncertain future

events then, unless the possibility of such an outflow of

resources in settlement is remote, a contingent liability is

disclosed.

Financial liabilities

1. TRADE AND OTHER PAYABLES

Trade and other payables are initially measured at fair

value and are subsequently measured at amortised cost,

using the effective interest rate method.

Deferred land payables are discounted to present values

when repayment is due in more than one year after

initial recognition.

2. LOANS AND BORROWINGS

Interest bearing bank loans are initially measured at

fair value (being proceeds received, net of direct issue

costs) and are subsequently measured at amortised cost.

Capitalised finance costs are held in other receivables

and amortised over the period of the facility, less any

provision for impairment.

Tax

Tax on the profit or loss for the year comprises current

and deferred tax. Tax is recognised in the income

statement except to the extent that it relates to

items recognised directly in equity, in which case it is

recognised in equity.

Current tax is the expected tax payable or receivable

on the taxable income for the year, using tax rates

enacted or substantively enacted at the balance sheet

date, and any adjustment to tax payable in respect of

previous years.

Deferred tax is provided on temporary differences

between the carrying values of assets and liabilities

for financial reporting purposes and the values used

for taxation purposes. The amount of deferred tax

provided is based on the expected manner of realisation

or settlement of the carrying amount of assets and

liabilities, using tax rates enacted or substantively

enacted at the balance sheet date. A deferred tax asset

is recognised only to the extent that it is probable that

future taxable profits will be available against which the

asset can be utilised.

Employee benefits

1. DEFINED CONTRIBUTION PENSION PLANS

Obligations for contributions to defined contribution

pension schemes are charged to the income statement

in the period to which the contributions relate.

2. SHARED BASED PAYMENTS

Equity-settled share-based payments (“share options”)

are measured at fair value at the date of grant. Fair value

is measured using generally accepted option pricing

models, taking into account the terms and conditions

upon which the options were granted. The fair value of

options granted is recognised as an employee expense

with a corresponding credit to equity, spread on a

straight-line basis over the vesting period. Where non-

market vesting conditions apply, the expense is based

on the estimate of awards that are expected to vest.

These awards are granted by the Company and the cost

of the share-based award relating to each subsidiary is

calculated, based on an appropriate apportionment, at

the date of grant and recharged through intercompany.

1 Accounting policies CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025186

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

Own shares held by Employee Benefit Trusts

The Employee Benefit Trusts (“EBT”) holds shares in

the Company for the purpose of settling employee

share purchase plan awards, deferred bonus awards for

the Executive Directors, and employee share options

through shares purchased from the market. The cost of

the Company’s purchase of its own shares is shown as

a reduction in shareholders’ equity through the “own

shares” reserve until such time as they are vested to

employees.

Dividends

Interim dividends are recorded in the financial

statements when paid. Final dividends are recorded

in the financial statements in the period in which they

receive shareholder approval.

Critical accounting judgements and key

sources of estimation uncertainty

The preparation of financial statements requires

management to make judgements, estimates and

assumptions that affect the application of policies and

reported amounts of assets and liabilities, income and

expenses. The estimates and associated assumptions

are based on historical experience and various other

factors that are believed to be reasonable under the

circumstances, the results of which form the basis of

making the judgements about carrying values of assets

and liabilities that are not readily apparent from other

sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is

revised if the revision affects only that period, or in the

period of the revision and future periods if the revision

affects both current and future periods.

The key sources of estimation uncertainty and

judgements that have been applied to the carrying

amounts of assets and liabilities at the balance sheet

date are listed below.

1. MARGIN RECOGNITION

Cost of sales is recognised for completed home sales as

an allocation of the latest forecast gross margin expected

to be generated over the remaining life of a site, which is

an output of the site valuation process. These valuations,

which are updated at regular intervals throughout the

year, use actual and forecast selling prices, land costs

and build costs, and are sensitive to future movements

in both the estimated costs to complete and expected

selling prices. These estimates are reflected in the

margin recognised on sites in relation to sales recognised

in the current and future years. There is a degree of

inherent uncertainty in making such estimates. The

Group has internal controls that are designed to ensure

that an effective assessment of the costs to complete a

development is made on a regular basis. If gross margin

on homes sold decreased by 100 basis points, profit

before tax in the year would have been £3.4m lower

(2024: £3.2m lower).

2. CARRYING VALUE OF INVENTORIES LAND AND

WORK IN PROGRESS

Inventories are stated at the lower of cost and net

realisable value. For Gleeson Homes, the assessment of

net realisable value is performed on a site-by-site basis,

taking into account an estimation of costs to complete

and remaining revenue. If forecast gross margins

reduced by 5%, there would be no loss-making sites and

no material impact on the carrying value of inventory.

For Gleeson Land, the assessment of net realisable

value is performed on a site-by-site basis. Net realisable

value is largely dependent on the prospect of obtaining

a successful planning consent. Given this, there is

some uncertainty over the net realisable value of each

site. These assessments include a degree of inherent

uncertainty when estimating the profitability of a site

and in assessing any impairment provisions that may be

required. If a single site in the portfolio failed to obtain

planning permission before expiration of the agreement,

the carrying value would decrease by £0.6m (2024:

£0.4m), based on an average site. The single largest site

inventory balance in the portfolio is £10.0m (2024: £2.8m),

which includes freehold land purchased on a site on

which an option agreement was sold during the year.

3. BUILDING SAFETY

As set out in note 18, the Group undertakes periodic

reviews of all buildings over 11 metres in which the

Group had, over the last 30 years, some involvement

in developing. The provision also includes the costs

for remediating any buildings under 11 metres where

these have been identified to have life critical fire safety

issues and where the Group had some involvement in

developin over the same period.

The Group has recorded a building safety provision which

represents the best estimate of the life-critical fire-safety

remediation costs associated with these buildings.

The building safety provision requires a number of

key estimates and judgements in its calculation. If it is

deemed that the costs are probable and can be reliably

measured then, as per IAS 37 “Provisions, contingent

liabilities and contingent assets”, a provision is recorded.

If costs are considered possible or cannot be reliably

estimated then they are recorded as contingent

liabilities. The key judgements include, but are not

limited to, the identification of these properties, the time

period to consider and which properties should then be

included. Judgement is also required in respect of the

underlying nature of the building and materials used

where intrusive surveys have not yet been carried out.

1 Accounting policies CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 187

Financial Statements

The key estimates applied to these properties include the

potential costs of investigation, the costs of replacement

materials and works, the costs of disruption to residents

of these buildings and the timing of forecast expenditure.

If forecast remediation costs on these buildings were

20% higher, the provision in the statement of financial

position would be £2.4m higher (2024: £2.5m higher)

with a corresponding exceptional charge in the

consolidated income statement. See note 18 for further

details.

4. REVOLVING CREDIT FACILITY

Under IAS 7 "Statement of Cash Flows", cash flows

arising from operating, investing or financing activities

may be reported on a net basis where cash receipts

and payments are quick, the amounts are large and

maturities are short. This includes short-term borrowings,

for example, those which have a maturity period of three

months or less.

The Group typically draws down on its revolving credit

facility for one month or less and repays each drawdown

at the end of the interest period, so the turnover is

quick, the amounts are large and maturities are short.

As permitted under the terms of its facility, the Group

may have separate, concurrent drawdowns and will

typically turn these over quicky to manage fluctuating

working capital needs during the year. In doing so, the

Group minimise its interest costs as it only takes each

drawdown as necessary for the shortest period of time.

The Group considers that net presentation in respect

of drawdowns and repayments of borrowings under its

revolving credit facility is in accordance with IAS 7.

5. CLIMATE CHANGE AND ENVIRONMENTAL RISK

Significant judgement is required to assess the impact

of climate change on the operations of the business

and the carrying value of its assets, including land

held in inventory. Climate change has the potential

to significantly impact our business strategy through

restricted land availability, disrupted build programmes,

material and labour shortages and increased costs. No

provisions or impairment of assets have been recognised

in these financial statements but detailed scenario

analysis is presented in the TCFD section on pages 88

and 89.

6. CARRYING VALUE OF INVESTMENTS COMPANY

ONLY

Investments are stated at cost less impairment.

Significant judgement is required to determine if an

impairment trigger has taken place, and in calculating

an impairment, both judgement and estimation are

required to determine the value in use or fair value

less costs of disposal. It was identified that Gleeson

Construction Services Limited incurred a loss during

the year, which is an indicator that an impairment loss

may have occurred – see note 12 for further details. For

the investment held in MJ Gleeson Group Limited, an

increase in the loss of MJ Gleeson Group Limited or its

subsidiary, Gleeson Construction Services Limited, of 10%

would lead to an increase in the impairment of £35,000

(2024: £45,000).

Gleeson Developments Limited and Gleeson

Developments (North East) Ltd also incurred losses

during the year. A 10% increase in the loss of either

company would not result in an impairment loss.

Adoption of new and revised standards

For the year ended 30 June 2025, the Group and

Company have applied the following new and revised

standards that were mandatorily effective for an

accounting period beginning on or after 1 January 2024:

■ Amendments to IAS 1 “Presentation of Financial

Statements” – Classification of lease liabilities as

Current or Non-Current (effective 1 January 2024)

■ Amendments to IFRS 16 “Leases” – Lease Liability in

Sale and Leaseback (effective 1 January 2024)

The adoption of these standards and amendments

has not had any material impact on the disclosures or

amounts reported in these financial statements.

Standards not yet applied

There are a number of standards and interpretations

issued by the International Accounting Standards Board

that are effective for financial statements after this

reporting period. The following have not been adopted

by the Group and Company in preparing the financial

statements for the year ended 30 June 2025:

■ Amendments to IFRS 9 “Financial Instruments”

and IFRS 7 “Financial Instruments: Disclosures”

– Classification and Measurement of Financial

Instruments (effective 1 January 2026)

■ IFRS 19 “Subsidiaries without Public Accountability:

Disclosures” (effective 1 January 2027)

■ IFRS 18 “Presentation and Disclosure in Financial

Statements” (effective 1 January 2027)

The application of the standards and interpretations not

yet applied is not expected to have a material impact

on the Group and Company's financial performance

or position, or give rise to additional disclosures in the

financial statements.

1 Accounting policies CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025188

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

2 Segmental analysis

The Group is organised into the following two operating divisions under the control of the Executive Board, which is

identified as the Chief Operating Decision Maker as defined under IFRS 8 "Operating segments":

■ Gleeson Homes

■ Gleeson Land

All of the Group's operations are carried out entirely within the United Kingdom. Segmental information about the

Group's operations is presented below:

	2025	2025
	Pre-	Exceptional
	exceptional	items	2025	2024
	items	(note 3)	Total	Total
	£000	£000	£000	£000
Revenue
Gleeson Homes	348,249	–	348,249	329,006
Gleeson Land	17,568	–	17,568	16,339
Total revenue	365,817	–	365,817	345,345
Divisional operating profit
Gleeson Homes	22,253	(1,343)	20,910	30,301
Gleeson Land	6,996	–	6,996	2,151
Divisional operating profits	29,249	(1,343)	27,906	32,452
Group administrative expenses	(3,867)	–	(3,867)	(3,899)
Group operating profit	25,382	(1,343)	24,039	28,553
Finance income	141	–	141	109
Finance expenses	(3,636)	–	(3,636)	(3,813)
Profit before tax	21,887	(1,343)	20,544	24,849
Tax	(5,030)	309	(4,721)	(5,543)
Profit for the year	16,857	(1,034)	15,823	19,306

Revenue in the Gleeson Homes segment primarily relates to the sale of residential properties. In addition, within

revenue for Gleeson Homes is £1,215,000 relating to land sales (2024: £nil). There was no revenue recognised in respect

of partnership arrangements during the year to 30 June 2025 (2024: £nil). All revenue for the Gleeson Land segment is

in relation to the sale of land interests and overages on the sale of land. There is no revenue relating to Group activities.

No single customer accounts for more than 10% of revenue (2024: one single customer accounted for 13.4% of revenue

in Gleeson Homes).

Balance sheet analysis of business segments:

		2025			2024
			Net
			assets/			Net assets/
	Assets	Liabilities	(liabilities)	Assets	Liabilities	(liabilities)
	£000	£000	£000	£000	£000	£000
Gleeson Homes	352,143	(92,195)	259,948	329,927	(76,029)	253,898
Gleeson Land	58,805	(9,931)	48,874	34,158	(2,582)	31,576
Group activities	1,935	(2,312)	(377)	1,028	(1,694)	(666)
Cash and cash equivalents/
(borrowings and bank overdrafts)	6,490	(7,269)	(779)	12,934	–	12,934
	419,373	(111,707)	307,666	378,047	(80,305)	297,742

MJ Gleeson plc Annual Report & Accounts 2025 189

Financial Statements

Other information:

		2025		2024
	Capital		Capital
	additions	Depreciation	additions	Depreciation
	£000	£000	£000	£000
Gleeson Homes	2,002	4,154	2,039	4,529
Gleeson Land	43	118	–	92
	2,045	4,272	2,039	4,621

3 Exceptional items

Reorganisation

During the year there was a reorganisation of the Gleeson Homes division, the purpose of which was to shorten

reporting lines, empower the divisional leadership teams and strengthen regional management. This process involved

the consultation of a number of employees prior to the year end and principally two regions, Greater Manchester &

Merseyside and Cumbria, whilst remaining separate operating regions, will now come under a single leadership team.

In addition, as part of the reorganisation, the role of Gleeson Homes Chief Executive was removed.

The restructuring expense of £1,343,000 included redundancy costs of £852,000 and legal and consultancy costs

of £491,000. The amount, combined with the number of colleagues directly and indirectly impacted by the

reorganisation, and the fact that this was a one-off cost, made this an exceptional item in the year. As at 30 June 2025,

£625,000 remained as a provision.

	2025	2024
	£000	£000
Administrative expenses	1,343	–

4 Expenses and auditors' remuneration

Profit for the year is stated after charging/(crediting):

Note

		2025	2024
		£000	£000
Staff costs	6	49,547	47,376
Depreciation of property, plant and equipment	11	4,272	4,621
Profit on redemption of shared equity receivables		(57)	(182)
Loss on disposal of property, plant and equipment	11	414	466
Auditors' remuneration:
Audit of these financial statements		340	323
Additional audit fees for prior year audit		33	–
Audit of financial statements of subsidiaries pursuant to legislation		96	92
Non-audit services		–	–

2 Segmental analysis CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025190

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

5 Other operating income

	2025	2024
	£000	£000
Profit on redemption of shared equity receivables	57	182
Other operating income	80	70
	137	252

6 Staff costs

		Group		Company
		2025	2024	2025	2024
	Note	£000	£000	£000	£000
Wages and salaries		41,113	40,997	1,601	1,453
Termination benefits		1,172	–	–	–
Share-based payment charge	24	660	218	484	481
Social security costs		4,964	4,517	144	235
Other pension costs	19	1,638	1,644	71	71
		49,547	47,376	2,300	2,240

The monthly average number of employees, excluding Non-Executive Directors, during the year was:

	Group
	2025	2024
	No.	No.
Gleeson Homes	695	730
Gleeson Land	25	21
Group activities	4	5
	724	756

The monthly average number of Company employees and Non-Executive Directors during the year was nine (2024:

nine).

Key management remuneration

Key management personnel, as defined under IAS 24 "Related party disclosures", have been identified as

the Executive and Non-Executive Directors, the Chief Executive of Gleeson Homes, the Managing Director

of Gleeson Land, the Divisional Managing Directors of Gleeson Homes and the Group Land and Planning

Director. Detailed disclosures of Directors’ individual remuneration, for those Directors who served during

the year, are given in the audited sections within the Remuneration Report on pages 140 to 151.

A summary of key management remuneration is as follows:

	Group		Company
	2025	2024	2025	2024
	£000	£000	£000	£000
Short-term employee benefits	2,825	2,393	1,396	1,022
Post-employment benefits	134	133	60	59
Termination benefits	443	–	–	–
Share-based payment charge 1	560	342	478	483
	3,962	2,868	1,934	1,564

Share-based payments reflect the IFRS 2 "Share-based payment" charge through the income statement.

MJ Gleeson plc Annual Report & Accounts 2025 191

Financial Statements

7 Finance income and expenses

	2025	2024
	£000	£000
Finance income
Interest on bank deposits	63	16
Unwinding of discount on long-term receivables	3	78
Other interest income	75	15
	141	109
Finance expenses
Interest on bank overdrafts and loans	(2,710)	(3,040)
Bank facility charges	(458)	(379)
Unwinding of discount on long-term payables	(240)	(160)
Unwinding of discount on lease liabilities	(228)	(234)
	(3,636)	(3,813)
Net finance expenses	(3,495)	(3,704)

8 Tax

		Group
		2025	2024
	Note	£000	£000
Current tax
Current year expense		4,609	5,699
Adjustment in respect of prior years		(68)	(352)
Current tax expense for the year		4,541	5,347
Deferred tax
Current year expense	20	115	107
Adjustment in respect of prior years	20	65	89
Deferred tax expense for the year		180	196
Total tax charge		4,721	5,543

Corporation tax represents an effective tax rate of 23.0% of assessable profit for the year (2024: 22.3%). The applicable

UK corporation tax rate is 25.0%.

MJ Gleeson plc Annual Report & Accounts 2025192

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

The charge for the year can be reconciled to the profit before tax per the consolidated income statement as follows:

		2025		2024
Total tax charge reconciliation	Note	£000	%	£000	%
Profit before tax		20,544		24,849
Tax at current corporation tax rate		5,136	25.0	6,212	25.0
Expenses not deductible for tax purposes		50	0.2	114	0.5
Non-qualifying depreciation		120	0.6	123	0.5
Adjustments for share-based payments		180	0.9	45	0.2
Land remediation relief		(741)	(3.6)	(739)	(3.0)
Impact of change in tax rate on deferred tax		14	0.1	–	–
Adjustments in respect of prior years – current tax		(68)	(0.3)	(352)	(1.4)
Adjustments in respect of prior years –
deferred tax	20	65	0.3	89	0.3
Residential property developers tax		–	–	51	0.2
Movement in deferred tax not recognised		(35)	(0.2)	–	–
Total tax charge and effective tax rate for the year		4,721	23.0	5,543	22.3

The effective tax rate of 23.0% is lower than the headline tax rate of 25.0%, which is primarily driven by land

remediation relief. Further explanations are provided following the current tax reconciliation.

The current tax charge for the year can be reconciled to the profit before tax per the consolidated income statement

as follows:

	2025		2024
Current tax charge reconciliation	£000	%	£000	%
Profit before tax	20,544		24,849
Tax at current corporation tax rate	5,136	25.0	6,212	25.0
Expenses not deductible for tax purposes	50	0.2	114	0.5
Non-qualifying depreciation	120	0.6	123	0.5
Adjustments for share-based payments	(6)	(0.0)	(28)	(0.1)
Land remediation relief	(741)	(3.6)	(739)	(3.0)
Impact of depreciation in excess of capital allowances	80	0.4	228	0.9
Utilisation of losses	(34)	(0.2)	–	–
Adjustments in respect of prior years – current tax	(68)	(0.3)	(352)	(1.4)
Short-term timing differences	4	0.0	(211)	(0.9)
Current tax charge and effective tax rate for the year	4,541	22.1	5,347	21.5

The most significant factor impacting the Group’s current tax charge is land remediation relief, whereby tax relief is

granted on an additional 50% of qualifying land remediation expenditure. This is for costs incurred on remediating

contaminated land and bringing it to a safe and usable condition for the purposes of development. Many of our sites

are on brownfield land and require significant remediation prior to use. The government provides this benefit as an

incentive to remediate contaminated land. No deferred tax is recognised on this permanent benefit.

8 Tax CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 193

Financial Statements

Non-deductible expenditure is a permanent difference and comprises business expenses, such as entertaining costs,

expenditure on certain leased cars and legal fees deemed capital in nature, recognised in the income statement but

not allowable as a deduction against taxable income. No deferred tax is recognised on these differences.

The current tax relief for share-based payments is lower than the cumulative IFRS 2 “Share-based payment” charge

for the options exercised. Deferred tax is recognised based on the likelihood of the options vesting. The anticipated tax

relief has been calculated based on the share price at the balance sheet date and apportioned for the portion of the

vesting period which has passed.

The impact of depreciation in excess of capital allowances arises where assets qualify for capital allowances in a

different period than they are depreciated for accounting purposes. A temporary timing difference is created and

deferred tax is recognised on the difference between the carrying amount of the asset and the amount deductible

for tax purposes in future years. At the balance sheet date, we had a deferred tax liability in relation to plant and

equipment due to the tax reliefs we received being more favourable in the short term compared to how they are

accounted for. This deferred tax provision will unwind each year over the useful economic lives of the assets they

relate to.

Residential property developers tax (“RPDT”) is charged at 4% on certain profits from residential development

activities. The additional 4% RPDT is recognised as part of the tax expense and creates a permanent difference in

excess of the headline rate of corporation tax at 25%. No RPDT was payable in the year as profits fell below the taxable

threshold. No deferred tax is recognised in relation to this permanent difference.

Short-term timing differences comprise items other than depreciation of property, plant and equipment where the

amount is included in the tax computation in a different period from when it is recognised in the income statement.

For example, accrued employer pension contributions paid after the year end. Deferred tax is recognised on

these items.

Prior period adjustments relate to estimates and judgements included in the prior year accounts in respect of tax and

subsequently adjusted when the tax computations were finalised and submitted to HMRC. Some of these differences

also relate to deferred tax, with the prior period adjustment being recognised accordingly.

		Group		Company
Tax recognised on equity-settled share-based		2025	2024	2025	2024
payments	Note	£000	£000	£000	£000
Deferred tax related to equity-settled share-based
payments	20	210	284	210	24
Total tax recognised on equity-settled share- based payments		210	284	210	24

8 Tax CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025194

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

9 Dividends

	2025	2024
	£000	£000
Amounts recognised as distributions to equity holders:
Interim dividend for the year ended 30 June 2025 of 4.0p (2024: 4.0p) per share	2,336	2,332
Final dividend for the year ended 30 June 2024 of 7.0p (2023: 9.0p) per share	4,088	5,248
	6,424	7,580

A final dividend of 7 .0 pence per share has been proposed for the year ended 30 June 2025, equating to £4 ,088,000

(2024: £4,088,000). This is subject to approval by shareholders at the AGM on 14 November 2025 and has not been

recognised in these financial statements.

10 Earnings per share

The calculation of basic and diluted earnings per share is based on the following data:

	2025	2024
	£000	£000
Profit for the year	15,823	19,306
Adjustment for exceptional items (note 3)	1,343	–
Adjustment for tax on exceptional items	(309)	–
Profit for the year – pre-exceptional items	16,857	19,306
	2025	2024
	No. 000	No. 000
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share	58,370	58,281
Effect of dilutive potential ordinary shares:
– Share-based payments	–	154
Weighted average number of ordinary shares for the purposes of diluted earnings
per share	58,370	58,435

	2025	2024
	pence	pence
Basic earnings per share	27.11	33.13
Diluted earnings per share	27.11	33.04
Basic earnings per share – pre-exceptional items	28.88	33.13
Diluted earnings per share – pre-exceptional items	28.88	33.04

MJ Gleeson plc Annual Report & Accounts 2025 195

Financial Statements

11 Property, plant and equipment

		Group		Company
		Plant and		Plant and
	Property	equipment	Total	equipment
	£000	£000	£000	£000
Cost or valuation
At 1 July 2023	5,411	17,419	22,830	1
Additions	–	2,039	2,039	–
New leases entered in the year	583	806	1,389	–
Leases exited in the year	(569)	(28)	(597)	–
Disposals	–	(3,829)	(3,829)	–
At 30 June 2024	5,425	16,407	21,832	1
Additions	–	2,045	2,045	–
New leases entered in the year	953	921	1,874	–
Leases exited in the year	–	(650)	(650)	–
Disposals	–	(3,429)	(3,429)	(1)
At 30 June 2025	6,378	15,294	21,672	–
Accumulated depreciation
At 1 July 2023	1,870	9,754	11,624	1
Charge for the year	650	3,971	4,621	–
Leases exited in the year	(299)	(20)	(319)	–
Disposals	–	(3,363)	(3,363)	–
At 30 June 2024	2,221	10,342	12,563	1
Charge for the year	616	3,656	4,272	–
Leases exited in the year	–	(643)	(643)	–
Disposals	–	(3,015)	(3,015)	(1)
At 30 June 2025	2,837	10,340	13,177	–
Net book value
At 1 July 2023	3,541	7,665	11,206	–
At 30 June 2024	3,204	6,065	9,269	–
At 30 June 2025	3,541	4,954	8,495	–

The Group has recorded a depreciation charge of £4,272,000 (2024: £4,621,000), of which £718,000 (2024: £926,000) has

been charged in cost of sales and £3,554,000 (2024: £3,695,000) in administrative expenses.

At 30 June 2025, the net book value of right-of-use assets was £4,921,000 (2024: £4,574,000), of which £3,541,000 (2024:

£3,204,000) is within property and £1,380,000 (2024: £1,370,000) is within plant and equipment. The depreciation

charge recorded for right-of-use assets was £1,519,000 (2024: £1,311,000). Refer to note 17 for further details.

The Company recorded a depreciation charge of £nil (2024: £nil).

MJ Gleeson plc Annual Report & Accounts 2025196

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

12 Investments in subsidiaries

	Company
	£000
Cost
At 1 July 2023	95,203
Impairment	(1,162)
At 30 June 2024	94,041
Impairment	–
At 30 June 2025	94,041

The investments in subsidiaries are assessed annually to determine if there is any indication that any of the

investments might be impaired. Gleeson Construction Services Limited, Gleeson Developments Limited and Gleeson

Developments (North East) Ltd incurred losses during the year, which is an indicator that an impairment loss may

have occurred and, therefore, the recoverable amount of the investments was calculated.

MJ Gleeson Group Limited is the intermediate holding company of Gleeson Construction Services Limited and does

not generate revenue or incur any significant costs of its own. Gleeson Construction Services Limited manages the

unwind of historic construction and employment liability claims and does not generate any revenue, but it incurs

losses which reduce the net asset value.

The recoverable amount of MJ Gleeson Group Limited and its subsidiary, Gleeson Construction Services Limited, was

determined based on a fair value less costs of disposal calculation incorporating cash flow projections.

The recoverable amount of the investment in MJ Gleeson Group Limited was determined to be higher than its

carrying value of £1,041,000, resulting in no impairment loss.

Gleeson Developments Limited and Gleeson Developments (North East) Ltd are part of the Gleeson Homes operating

division. Although the companies made losses, the division as a whole was profitable. The recoverable amounts of

Gleeson Developments Limited and Gleeson Developments (North East) Ltd were determined based on value-in-

use calculations and the recoverable amounts were determined to be higher than their respective carrying values of

£12,000,000 and £1,000,000, resulting in no impairment losses.

Subsidiary undertakings

The following are the principal subsidiary undertakings of MJ Gleeson plc. MJ Gleeson plc owns 100% of the ordinary

share capital of the subsidiaries, all of which are incorporated in England and Wales and operate in the United

Kingdom. The registered address for all subsidiary undertakings of MJ Gleeson plc is 6 Europa Court, Sheffield

Business Park, Sheffield, S9 1XE.

Company name	Principal activity	Incorporation number
Gleeson Developments Limited	House building	00848808
Gleeson Regeneration Limited	House building	03920096
Gleeson Developments (North East) Limited	House building	03867699
Gleeson Land Limited	Land promotion and sale	05181745
Gleeson Land (Fleet) Limited 1	Land promotion and sale	05742750

Shares held by Gleeson Land Limited.

MJ Gleeson plc Annual Report & Accounts 2025 197

Financial Statements

The following are the other subsidiary companies of MJ Gleeson plc:

Company name	Principal activity	Incorporation number
MJ Gleeson Group Limited	Intermediate holding company	00479529
Gleeson Construction Services Limited 2	Legacy construction services	00783607
Colroy Limited 3	Dormant*	00882558
Haredon Developments Limited 3	Dormant*	00759754
Gleeson Capital Solutions Limited	Dormant*	05276021
Gleeson Classic Homes Limited 1	Dormant*	01952198
Gleeson Homes Southern Limited 1	Dormant*	01530449
Gleeson Housing Developments Limited 1	Dormant*	01460800
Gleeson PFI Investments Limited	Dormant*	05337924
Gleeson Properties Limited	Dormant*	00805039
Gleeson Properties (Kingley) Limited 3	Dormant*	05281899
Gleeson Properties (Petersfield) Limited 3	Dormant*	05075336
Gleeson Services Limited	Dormant*	00885340
KW Cannock Properties Limited	Dormant*	05899918
MJ Gleeson (International) Limited	Dormant*	00955626
MJG (Management) Limited	Dormant*	00941012
Oakmill Properties Limited 3	Dormant*	05206658
Sindale Properties Limited 1	Dormant*	04201608

Shares held by Gleeson Developments Limited.

Shares held by MJ Gleeson Group Limited.

Shares held by Gleeson Properties Limited.

* Exempt from audit by virtue of s479A of the Companies Act 2006.

13 Inventories

	2025	2024
	£000	£000
Land held for development	145,849	113,801
Work in progress	234,998	231,433
	380,847	345,234

Net realisable value provisions held against inventories at 30 June 2025 were £6,411,000 (2024: £8,380,000). The

amount of inventory write-down recognised as an expense in the period was £2,130,000 (2024: £4,119,000) and

the amount of reversal of previously recognised inventory write-down was £403,000 (2024: £656,000). The cost of

inventories recognised as an expense in cost of sales was £281,241,000 (2024: £259,815,000).

Company

The Company held no inventories at 30 June 2025 (2024: £nil).

12 Investments in subsidiaries CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025198

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

14 Trade and other receivables

	Group		Company
	2025	2024	2025	2024
Current receivables	£000	£000	£000	£000
Trade receivables	11,387	5,651	–	–
VAT recoverable	5,029	1,443	57	37
Prepayments and accrued income	2,535	2,153	442	600
Shared equity receivables	–	36	–	–
Amounts due from subsidiary undertakings	–	–	102,002	114,713
	18,951	9,283	102,501	115,350
Non-current receivables
Trade receivables	3,251	176	–	–
Shared equity receivables	53	67	–	–
	3,304	243	–	–

The Directors consider that the carrying amount of trade and other receivables approximates their fair value and

includes an allowance for impairment of trade receivables. See note 15 for the assessment of credit risk associated with

trade receivables.

Amounts due from subsidiary undertakings are unsecured, repayable on demand, and interest free. Expected credit

losses are based on the assumption that repayment of the loan is demanded at the reporting date. No allowance for

expected credit losses is deemed necessary in respect of amounts owed by Group undertakings.

15 Financial instruments

The Group and Company's finance assets and liabilities are as follows:

Group

	Fair value		Carrying value
	2025	2024	2025	2024
Financial assets	£000	£000	£000	£000
Cash and cash equivalents	6,490	12,934	6,490	12,934
Trade and other receivables	14,638	5,827	14,638	5,827
Shared equity receivables	53	103	53	103
	21,181	18,864	21,181	18,864

	Fair value		Carrying value
	2025	2024	2025	2024
Financial liabilities	£000	£000	£000	£000
Loans and borrowings	(5,000)	–	(5,000)	–
Bank overdrafts	(2,269)	–	(2,269)	–
Land payables	(20,488)	(9,300)	(20,488)	(9,300)
Trade and other payables	(62,664)	(50,547)	(62,664)	(50,547)
Lease liabilities	(5,390)	(5,076)	(5,390)	(5,076)
	(95,811)	(64,923)	(95,811)	(64,923)

MJ Gleeson plc Annual Report & Accounts 2025 199

Financial Statements

Company

	Fair value		Carrying value
	2025	2024	2025	2024
Financial assets	£000	£000	£000	£000
Cash and cash equivalents	30	1,056	30	1,056
Amounts due from subsidiary undertakings	102,002	114,713	102,002	114,713
	102,032	115,769	102,032	115,769

	Fair value		Carrying value
	2025	2024	2025	2024
Financial liabilities	£000	£000	£000	£000
Loans and borrowings	(5,000)	–	(5,000)	–
Trade and other payables	(581)	(1,145)	(581)	(1,145)
Amounts due to subsidiary undertakings	(139,819)	(145,274)	(139,819)	(145,274)
	(145,400)	(146,419)	(145,400)	(146,419)

Fair values

Shared equity receivables are measured at fair value through other comprehensive income ("FVOCI"). The total fair

value movement recognised in other comprehensive income was £67,000 (2024: £171,000).

Loans and borrowings

		Group and Company
	2025	2024
	£000	£000
Revolving credit facility	5,000	–
	5,000	–

The Directors consider that the carrying amount of loans and borrowings approximates their fair value.

The Group has a revolving credit facility with Lloyds Bank plc and Santander UK plc. The facility has a limit of £135m,

which includes a £10m overdraft facility. The facility currently expires in October 2027 and has a one year uncommitted

extension option provided by both banks.

The Company, together with certain other companies in the Group, has given cross guarantees in respect of the bank

facilities available to Group undertakings in the normal course of business. At 30 June 2025, borrowings covered by

these guarantees amounted to £5,000,000 (2024: £nil) and are due in under one year.

These borrowings are secured by a fixed and floating charge over the assets of the Group, and are for a fixed term.

Repayment is due at the end of the fixed term unless the borrowings are extended for a further period of time.

Financial instrument risks

RISK EXPOSURE

The Company operates a central treasury function providing services to the Group. The treasury function arranges

loans and funding, invests any surplus liquidity and manages financial risk. The treasury function is not a profit centre

and no speculative trades are permitted or executed. It operates within specific policies, agreed by the Board, to

control and monitor financial risk within the Group.

15 Financial instruments CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025200

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

CREDIT RISK

The Group's credit risk is primarily attributable to its trade and other receivables. The Group applies a simplified

approach in calculating expected credit losses. The Group does not track changes in credit risk, but instead recognises

a loss allowance based on lifetime expected credit losses at each reporting date. The expected credit loss is based on

the risk of default estimated by the Group’s management based on prior experience, forward-looking assessments of

the economic environment and relative counterparty risk. For this purpose, a default is determined to have occurred

if the Group becomes aware of evidence that it will not receive all contractual cash flows that are due. The Directors

consider that the carrying value of trade and other receivables approximates to their fair value and no expected credit

loss is recognised.

The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings

assigned by international credit rating agencies.

At 30 June 2025, the Group's most significant credit risk was with a housebuilder and amounted to £6,240,000 (2024:

£1,553,000) of the trade and other receivables carrying amount, with the deferred receivables secured by way of first

legal charge over the land. The fair value of any land held as security is considered by the Board to be sufficient in

relation to the carrying amount of the receivable to which it relates.

The Group's remaining credit risk is spread over a number of counterparties and customers.

The ageing of gross trade receivables at the reporting date was:

	Group		Company
	2025	2024	2025	2024
	£000	£000	£000	£000
Not past due	14,610	5,848	–	–
Past due 0–30 days	1	36	–	–
Past due 31–120 days	–	–	–	–
Past due 121–365 days	2	2	–	–
Past due more than one year	290	19	–	–
	14,903	5,905	–	–

All trade receivables are with UK customers. The amounts due are included at expected realisable value.

Included in trade receivables not past due are £3,251,000 (2024: £176,000) receivables due in more than one year.

In addition to the above, the Company has intercompany receivables which are repayable on demand.

The movement in the allowance for impairment of trade receivables during the year was as follows:

	Group		Company
	2025	2024	2025	2024
	£000	£000	£000	£000
Balance at 1 July	78	475	–	–
Impairment loss recognised	11	45	–	–
Release of impairment allowance	(28)	(442)	–	–
Balance at 30 June	61	78	–	–

Trade and other receivables deemed to have no reasonable expectation of recovery following unsuccessful attempts

to pursue the debt are written off in the financial statements, but are still subject to enforcement activity. Subsequent

recoveries of amounts previously written off are credited to the income statement .

15 Financial instruments CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 201

Financial Statements

Market risk

The Group has no significant exposure to foreign currency risk or equity risk.

Interest rate risk

The Group closely monitors its exposure to variations in interest rates. The Group's main interest rate risk arises from

bank borrowings with variable rates.

		Weighted average
	interest rate
	2025	2024
	%	%
Bank borrowings	6.71	7.72
Bank overdraft	6.68	7.23

Based on average borrowings during the year, a 1.5% increase in interest rates, which the Directors consider to be a

reasonably possible change, would affect profit before tax by £399,000 (2024: £452,000).

Liquidity risk

Liquidity risk is the risk that the Group does not have sufficient financial resources available to meet its obligations

as they fall due. The Group manages liquidity risk by monitoring forecast and actual cash flows and matching the

expected cash flow timings of financial assets and liabilities with the use of cash and cash equivalents, and loans and

borrowings.

As noted above, the Group has a committed facility with Lloyds Bank plc and Santander UK plc with a facility limit of

£135m. The facility has been extended by one year and will expire in October 2027 but has a further one year optional

extension provided by both banks.

At the balance sheet date, the total unused committed amount of the facility was £127,731,000 (2024: £135,000,000)

and cash and cash equivalents net of bank overdrafts held by the Group were £4,221,000 (2024: £12,934,000).

The following are the contractual maturities of financial liabilities, including estimated interest payments and

excluding the impact of netting agreements:

Non-derivative financial liabilities

GROUP

			On
		Undiscounted	demand				More
	Carrying	contractual	or within 6	6–12	1–2	2–5	than
	amount	cash flows	months	months	years	years	5 years
30 June 2025	£000	£000	£000	£000	£000	£000	£000
Loans and borrowings	5,000	5,000	5,000	–	–	–	–
Bank overdrafts	2,269	2,269	2,269	–	–	–	–
Trade and other payables	83,152	84,343	70,684	4,706	4,953	4,000	–
Lease liabilities	5,390	6,062	1,031	898	1,328	1,891	914
	95,811	97,674	78,984	5,604	6,281	5,891	914

		Undiscounted	On demand				More
	Carrying	contractual	or within 6	6–12	1–2	2–5	than 5
	amount	cash flows	months	months	years	years	years
30 June 2024	£000	£000	£000	£000	£000	£000	£000
Trade and other payables	59,847	59,984	53,524	3,328	2,240	892	–
Lease liabilities	5,076	5,749	803	792	1,215	1,596	1,343
	64,923	65,733	54,327	4,120	3,455	2,488	1,343

15 Financial instruments CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025202

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

Company

The non-derivative financial liabilities of the Company in the current and prior year are predominantly intercompany

balances that are payable on demand. The external balances are payable within six months.

Capital risk management

In line with the disclosure requirements of IAS 1 "Presentation of financial statements", the Group regards its capital as

being the equity as shown in the statement of changes in equity.

Note 23 to the financial statements provides details regarding the Company's share capital movements in the year.

The primary objective of the Group's capital management is to ensure that it maintains investor, creditor and market

confidence and to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions. To

maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders and issue or

return capital to shareholders.

Neither the Company nor any of the subsidiaries are subject to externally imposed capital requirements.

16 Trade and other payables

	Group		Company
	2025	2024	2025	2024
Current payables	£000	£000	£000	£000
Trade payables	17,705	16,472	57	127
Land payables	12,663	6,167	–	–
Lease liabilities	1,928	1,595	–	–
Other taxation and social security	2,567	2,285	88	73
Contract liabilities	6,937	1,137	–	–
Accruals and deferred income	38,022	32,938	524	1,018
Amounts due to subsidiary undertakings	–	–	139,819	145,274
	79,822	60,594	140,488	146,492
Non-current payables
Land payables	7,825	3,133	–	–
Lease liabilities	3,462	3,481	–	–
	11,287	6,614	–	–

Amounts due to subsidiary undertakings are unsecured, repayable on demand, and interest free.

Contract liabilities relate to customer deposits and exchange monies that have not yet met the performance

obligations to be classified as revenue. Of the prior year balance £811,000 (2024: £1,089,000) has been recognised in

revenue in the current year as the performance obligations were met.

15 Financial instruments CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 203

Financial Statements

17 Leases

Right-of-use assets

		2025			2024
		Plant and			Plant and
	Property	equipment	Total	Property	equipment	Total
	£000	£000	£000	£000	£000	£000
Cost	6,186	3,261	9,447	5,233	2,986	8,219
Accumulated depreciation	(2,645)	(1,881)	(4,526)	(2,029)	(1,616)	(3,645)
Net book value	3,541	1,380	4,921	3,204	1,370	4,574

Lease liabilities

	2025	2024
	£000	£000
Current liabilities	1,928	1,595
Non-current liabilities	3,462	3,481
Total lease liabilities	5,390	5,076

Amounts recognised in the consolidated income statement

	2025	2024
	£000	£000
Depreciation on right-of-use property assets	616	650
Depreciation on right-of-use plant and equipment assets	903	661
Interest on lease liabilities	228	234
Total	1,747	1,545

Amounts recognised in the statement of cash flows

	2025	2024
	£000	£000
Principal element of lease payments	1,553	1,196
Interest element of lease payments	228	234
Total cash outflow	1,781	1,430

18 Provisions

		Building
	Dilapidations	safety	Restructuring	Total
	£000	£000	£000	£000
Group
As at 1 July 2023	699	12,750	30	13,479
Provisions made during the year	79	–	–	79
Provisions used during the year	(79)	(352)	(30)	(461)
As at 30 June 2024	699	12,398	–	13,097
Provisions made during the year	4	2,018	1,343	3,365
Provisions used during the year	–	(467)	(718)	(1,185)
Provisions released during the year	–	(2,021)	–	(2,021)
As at 30 June 2025	703	11,928	625	13,256

MJ Gleeson plc Annual Report & Accounts 2025204

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

	2025	2024
	£000	£000
Current provisions	5,520	3,024
Non-current provisions	7,736	10,073
	13,256	13,097

Dilapidations

The dilapidations provision covers the Group's leased property estate. The expected provision needed at the end of

each lease is recognised on a straight-line basis over the term of the lease. There is no signficant uncertainty in either

the timing or amount.

Building safety

The building safety provision includes estimated costs to remediate life-critical fire-safety issues on buildings which

the Group had some involvement in developing in the 30 years since 1992. By signing the Department for Levelling

Up, Housing and Communities' (“DLUHC”) pledge in April 2022, and long-form agreement in February 2023, the

Group committed to put right life-critical fire-safety issues in relation to the buildings over 11 metres tall.

The provision includes the estimated costs for 18 buildings over 11 metres, one of which was newly identified this year.

The Group retains no freehold ownership of these or any other buildings. All of the buildings, including any external

wall systems or cladding, were signed off by approved inspectors as compliant with the relevant building regulations

at the time of their completion. The provision also includes the costs for remediating any buildings under 11 metres

where these have been identified to have life-critical fire-safety issues and where the Group had some involvement in

developing over the last 30 years.

The Group has continued to make progress in the assessment and remediation work required, but this has been

slowed in some cases by the response from building owners and management companies. In other cases, more

significant progress has been made in the design and procurement of works required and the carrying out of works

on site, and the Group is awaiting invoices on completion.

The provision of £11,928,000 (2024: £12,398,000) represents the Board’s best estimate of the remaining life-critical

fire-safety remediation costs for these buildings. The Group has provided for the cost of remediation where there is a

liability, where build issues have been identified or it is considered that such build issues are likely to exist. The Group

incurred costs of £467,000 in the year (2024: £352,000) which were included in the provision estimate.

The Group reviews the building safety provision at each reporting date and, where necessary, adjusts it to reflect the

current best estimate of these remediation costs. The Group used external third-party assessments that were carried

out in 2023 and has adjusted these for any known changes to the scope or extent of remediation works required, as

well as for inspections or works carried out to date.

Restructuring

As set out in note 3, the restructuring of the Gleeson Homes business resulted in exceptional costs of £1,343,000. Of

this expenditure, £718,000 was paid out in the year, with the remaining £625,000 provided for at the year end.

Company

At 30 June 2025, the Company did not have any provisions (2024: £nil).

19 Employee benefits

Defined contribution pension plan

The Group operates a defined contribution pension plan. The assets of the pension plan are held separately from

those of the Group in funds under the control of the trustees.

Group

The total pension cost charged to the consolidated income statement of £1,638,000 (2024: £1,644,000) represents

contributions payable to the defined contribution pension plan by the Group at rates specified in the plan rules. At

30 June 2025, contributions of £257,000 (2024: £248,000) due in respect of the current reporting period had not been

paid over to the pension plan. Since the year end, this amount has been paid.

18 Provisions CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025 205

Financial Statements

Company

The total pension cost charged to the income statement of £71,000 (2024: £71,000) represents contributions payable

to the defined contribution pension plan by the Company at rates specified in the plan rules. At 30 June 2025,

contributions of £2,000 (2024: £3,000) due in respect of the current reporting period had not been paid over to the

pension plan. Since the year end, this amount has been paid.

20 Deferred tax (liabilities)/assets

Group

		Short-term	Share-
	Plant and	timing	based
	equipment	differences	payments	Total
	£000	£000	£000	£000
At 1 July 2023	(446)	401	842	797
Adjustment in respect of prior year	(165)	76	–	(89)
Credit/(charge) to income	265	(242)	(130)	(107)
Charge to equity	–	–	(284)	(284)
At 30 June 2024	(346)	235	428	317
Adjustment in respect of prior year	(41)	(21)	(3)	(65)
Credit/(charge) to income	96	4	(215)	(115)
Charge to equity	–	–	(210)	(210)
At 30 June 2025	(291)	218	–	(73)

At the balance sheet date, the Group has unrecognised tax losses of £8,575,000 (2024: £8,876,000) available for offset

against future profits. These relate to trapped head office costs in the ring-fenced legacy companies. Losses may be

carried forward indefinitely against future taxable trading profits. These losses have not been recognised as a deferred

tax asset as it is not considered probable that there will be suitable profits or gains available in future periods against

which they may be offset.

Deferred tax assets of £218,000 are offset by £291,000 of liabilities to arrive at a net deferred tax liability of £73,000

(2024: £317,000 net deferred tax asset). Of the total deferred tax asset, £206,000 (2024: £586,000) is expected to be

recovered within 12 months of the balance sheet date.

Company

		Short-term	Share-
	Plant and	timing	based
	equipment	differences	payments	Total
	£000	£000	£000	£000
At 1 July 2023	2	–	440	442
Adjustment in respect of prior year	–	86	–	86
(Charge)/credit to income	–	(59)	10	(49)
Charge to equity	–	–	(24)	(24)
At 30 June 2024	2	27	426	455
Adjustment in respect of prior year	(1)	(13)	(1)	(15)
Charge to income	–	(3)	(215)	(218)
Charge to equity	–	–	(210)	(210)
At 30 June 2025	1	11	–	12

19 Employee benefits CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025206

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

21 Net cash/(debt)

	Group		Company
	2025	2024	2025	2024
	£000	£000	£000	£000
Cash and cash equivalents	6,490	12,934	30	1,056
Bank overdrafts	(2,269)	–	–	–
Cash and cash equivalents, net of bank overdrafts	4,221	12,934	30	1,056
Borrowings	(5,000)	–	(5,000)	–
Net (debt)/cash before lease liabilities	(779)	12,934	(4,970)	1,056
Lease liabilities	(5,390)	(5,076)	–	–
Net (debt)/cash	(6,169)	7,858	(4,970)	1,056

At 30 June 2025, monies held by solicitors on behalf of the Group and included within cash and cash equivalents were

£6,490,000 (2024: £2,253,000).

No monies were held by solicitors on behalf of the Company at the balance sheet date (2024: £nil).

	Cash
	and cash
	equivalents,
	net of bank		Cash net of	Lease
	overdrafts	Borrowings	borrowings	liabilities	Total
	£000	£000	£000	£000	£000
Net cash/(debt) at 1 July 2023	5,159	–	5,159	(5,144)	15
Cash flows	7,775	–	7,775	1,430	9,205
New leases	–	–	–	(1,389)	(1,389)
Leases exited in the year	–	–	–	261	261
Finance expenses	–	–	–	(234)	(234)
Net cash/(debt) at 30 June 2024	12,934	–	12,934	(5,076)	7,858
Cash flows	(8,713)	(5,000)	(13,713)	1,781	(11,932)
New leases	–	–	–	(1,874)	(1,874)
Leases exited in the year	–	–	–	7	7
Finance expenses	–	–	–	(228)	(228)
Net cash/(debt) at 30 June 2025	4,221	(5,000)	(779)	(5,390)	(6,169)

MJ Gleeson plc Annual Report & Accounts 2025 207

Financial Statements

22 Bonds and securities

At 30 June 2025, the Group had bonds and securities of £64,503,000 (2024: £57,017,000) provided by financial

institutions in the normal course of business.

The Directors have determined that the Group and Company require no specific provision for bonds, securities or

guarantees for subsidiary companies as the possibility of any outflow in settlement of these is considered to be

remote.

23 Share capital

	Number	£000
Issued and fully paid 2p ordinary shares:
At 1 July 2023	58,342,360	1,167
Shares issued during year	39,613	1
At 30 June 2024	58,381,973	1,168
Shares issued during year	46,153	1
At 30 June 2025	58,428,126	1,169

Ordinary shares

The Company has one class of ordinary share that carries no rights to fixed income. All issued shares are fully paid.

During the year, the Group issued 46,153 ordinary shares (2024: 39,613 ordinary shares) at the nominal value of 2 pence

per share in settlement of share-based payments as set out in note 24.

Own shares reserve

The own shares reserve represents the cost of shares in MJ Gleeson plc purchased in the market or issued by the

Company and held by the Employee Benefit Trusts ("EBT") on behalf of the Company in order to satisfy share-based

payments and other share awards that have been granted by the Company.

Purchase of own shares in the year of £69,000 (2024: £106,000) represents the purchase of shares by the EBT for shares

to be granted to employees in future periods.

Utilisation of own shares of £293,000 (2024: £393,000) represents shares transferred to employees for awards exercised

in the period.

The EBT has agreed to waive the right to dividend shares held within the EBT, and these shares do not count in the

calculation of the weighted average number of shares used to calculate earnings per share until such time as they

vest to the relevant employee.

	2025		2024
	Number	£000	Number	£000
Own shares held by the EBT	53,986	232	110,873	456

MJ Gleeson plc Annual Report & Accounts 2025208

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

24 Share-based payments

The Group operates a number of share-based payment schemes, a summary of which is shown below. The share

purchase plans encourage employee share ownership whereby the Company contributes one share for every three

shares purchased and is available to all employees after the completion of their probationary period. The long-term

incentive plans ("LTIP") are part of remuneration for the Executive Directors and senior management. Additional

information regarding the share-based payment arrangements for the Executive Directors is set out in the Report on

Remuneration on pages 140 to 151. All schemes are equity-settled.

	Share
	purchase	LTIP	LTIP	LTIP	LTIP	LTIP	LTIP
	plans	24/09/20	27/09/21	20/10/22	22/02/23	01/10/23	28/10/24
	No. of	No. of	No. of	No. of	No. of	No. of	No. of
Date of grant	shares	shares	shares	shares	shares	shares	shares
Outstanding at 1 July 2023	37,580	326,664	307,807	550,093	363,532	–	–
Granted in the year	12,982	–	–	–	–	650,829	–
Forfeited	(5,301)	(287,051)	(25,269)	(72,123)	–	(9,671)	–
Exercised	(6,356)	(39,613)	–	–	–	–	–
Outstanding at 30 June 2024	38,905	–	282,538	477,970	363,532	641,158	–
Granted in the year	10,525	–	–	–	–	–	482,362
Forfeited	(7,989)	–	(282,538)	(5,227)	–	(54,315)	(64,797)
Exercised	(4,453)	–	–	–	–	–	–
Outstanding at 30 June 2025	36,988	–	–	472,743	363,532	586,843	417,565
	Rolling
Remaining contractual life	scheme	nil	nil	nil	nil	12 months	24 months
Weighted average exercise price	–	–	–	–	–	–	–
Weighted average share price at date
of exercise – current year	£4.69	n/a	n/a	n/a	n/a	n/a	n/a
Weighted average share price at date
of exercise – prior year	£5.34	n/a	n/a	n/a	n/a	n/a	n/a

Fair value is used to measure the value of the outstanding options. The weighted average remaining contractual life

for all schemes outstanding at the end of the year was nine months (2024: 14 months).

Share purchase plans

The fair value of each share granted in the share purchase plan is equal to the share price at the date of the grant.

Shares are granted on a monthly basis.

MJ Gleeson plc Annual Report & Accounts 2025 209

Financial Statements

Long Term Incentive Plan ("LTIP")

The fair value of options granted is calculated using either a modified Monte Carlo model or Black-Scholes model. The

inputs into the model at each grant date and the estimated fair value were as follows:

	LTIP	LTIP	LTIP	LTIP	LTIP	LTIP
Date of grant	24/09/20	27/09/21	20/10/22	22/02/23	01/10/23	28/10/24
The model inputs were:
Share price at grant date	£6.16	£8.14	£3.94	£4.56	£4.23	£6.07
Total shareholder return target	n/a 3	n/a 3	n/a 3	n/a 3	n/a 3	n/a 3
Exercise price	£0.00	£0.00	£0.00	£0.00	£0.00	£0.00
Expected volatility 1	33%	34%	43%	44%	39%	34%
Expected dividends 2	n/a 2	n/a 2	n/a 2	n/a 2	n/a 2	n/a 2
Expected life	33 months	33 months	33 months	30 months	33 months	33 months
Risk-free interest rate	0.1% 4	0.5% 4	3.7% 4	3.7% 4	4.4% 4	4.0% 4
Fair value of one option	£4.64 5	£5.35 5	£2.20 5	£3.95 5	£3.45 5	£5.63 5

Expected volatility was determined by calculating the historical volatility of the Company's share price; volatility was measured over the

previous three years.

Awards made under the LTIP allows, on vesting, for an additional award of shares to be made to the option holder equivalent to the dividends

paid over the vesting period on the underlying shares.

The LTIP awards include EPS and relative TSR targets for the Executive Directors as set out on page 143 together with non-market, profit-

related targets for other participants. Non-market conditions are not factored into the fair value of the awards but are instead captured by

adjusting the number of awards expected to vest.

Risk-free interest rate varies based on the type of target set; the weighted average of these is shown.

Volatility rates and fair value of options vary based on the type of target set; the weighted average of these is shown.

The total share-based payment charge to the consolidated income statement was £660,000 (2024: £218,000).

25 Contingent liabilities

As set out in note 18, the Group is undertaking remediation assessment and works on buildings over 11 metres, in

which, since 1992, the Group had some involvement in developing. All of these buildings, including any external wall

systems or cladding, were signed off by approved inspectors as compliant with the relevant building regulations at

the time of their completion.

As set out in note 12, there are certain legacy activities of the Group where claims arise under historic contracts in

Gleeson Construction Services Limited, which were carried out in the ordinary course of activities.

These financial statements have been prepared based on currently available information and the current best

estimate of the extent and future costs of work required, or in resolving known historic claims.

26 Capital commitments

At 30 June 2025, the Group had no material capital commitments (2024: £nil). The Company had no capital

commitments (2024: £nil).

24 Share-based payments CONTINUED

MJ Gleeson plc Annual Report & Accounts 2025210

Notes to the Financial Statements CONTINUED

For the year ended 30 June 2025

27 Related party transactions

Identity of related parties

The Group has a related party relationship with key management personnel.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on

consolidation.

Transactions with key management personnel

The Group's key management personnel are the Executive and Non-Executive Directors, as identified on

pages 110 and 111, the Chief Executive of Gleeson Homes, the Managing Director of Gleeson Land, the Divisional

Managing Directors of Gleeson Homes and the Group Land and Planning Director.

During the year ended 30 June 2021, the Group exchanged contracts on a conditional agreement to purchase an area

of land from Hampton Investment Properties Ltd (“HIPL”) for £1,050,000. HIPL is a company in which North Atlantic

Smaller Companies Investment Trust plc (“NASCIT”), a substantial holder in the company, holds a majority investment.

In addition, Christopher Mills, a Non-Executive Director of the Company, is considered a related party by virtue of his

interest in and directorship of NASCIT and his position as a Director of HIPL. The land, if purchased, will form part of a

new Gleeson Homes site being developed in the ordinary course of business. Approval of this purchase was granted

by the majority of shareholders at the AGM in December 2019.

Other than disclosed above, there were no other transactions with key management personnel in either the current

or prior year.

Identity of related parties with which the Company has transacted

The Company receives charges from various suppliers in respect of services for the whole Group. The Company

allocates and consequently invoices these charges to subsidiaries.

		Administrative expenses		Receivables outstanding		Payables outstanding
	2025	2024	2025	2024	2025	2024
	£000	£000	£000	£000	£000	£000
Subsidiaries	2,110	2,027	102,002	114,713	139,819	145,274

MJ Gleeson plc Annual Report & Accounts 2025 211

Financial Statements

Other

Information

Dublin,

The Rowans, Cumbria

MJ Gleeson plc Annual Report & Accounts 2025212

Contents

Other Information

Five Year Review 214

Further Information 215

Other Information

MJ Gleeson plc Annual Report & Accounts 2025 213

2025

£000

2024

£000

2023

£000

2022

£000

2021

£000

Revenue 365,817 345,345 328,319 373,409 288,575

Operating profit pre-exceptional items 25,382 28,553 33,559 56,797 43,083

Net finance expense (3,495) (3,704) (2,070) (1,310) (1,372)

Profit before tax and exceptional items 21,887 24,849 31,489 55,487 41,711

Exceptional items (1,343) – (1,022) (12,867) –

Profit before tax 20,544 24,849 30,467 42,620 41,711

Tax charge (4,721) (5,543) (6,298) (7,531) (7,839)

Profit after tax 15,823 19,306 24,169 35,089 33,872

Total assets 419,373 378,047 376,328 367,558 313,134

Total liabilities (111,707) (80,305) (90,312) (95,382) (68,203)

Net assets 307,666 297,742 286,016 272,176 244,931

pence pence pence pence pence

Total dividend per share for the year 11.0 11.0 14.0 18.0 15.0

Earnings per share 27.1 33.1 41.5 60.2 58.2

Earnings per share – pre-exceptional items 28.9 33.1 42.9 78.1 58.2

Net assets per share 527 510 490 467 420

MJ Gleeson plc Annual Report & Accounts 2025214

Five Year Review

The production of this report supports the work of the

Woodland Trust, the UK’s leading woodland conservation

charity. Each tree planted will grow into a vital carbon stor

helping to reduce environmental impact as well as cr

eating

natural havens for wildlife and people.

Corporate directory

Registered office

MJ Gleeson plc

6 Europa Court

Sheffield Business Park

Sheffield S9 1XE

Registered number

09268016

Incorporated in England and Wales

Company Secretary

Leanne Johnson

Independent auditors

PricewaterhouseCoopers LLP

Central Square

29 Wellington Street

Leeds LS1 4DL

Bankers

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

Santander UK plc

2 Triton Square

Regent’s Place

London NW1 3AN

Solicitors

Addleshaw Goddard

One St Peter's Square

Manchester

M2 3DE

Registrars and transfer office

Equiniti

Aspect House

Spencer Road

Lancing BN99 6DA

Stockbrokers

Singer Capital Markets

One Bartholomew Lane

London EC2N 2AX

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

Our website

For more information on our homes, investor relations

and career opportunities please visit

WWW.MJGLEESONPLC.COM

Shareholder information

Shareholder enquiries

Any shareholder with enquiries should, in the first

instance, contact our registrars using the address

provided in the Corporate Directory.

Share price information

London Stock Exchange

Symbol: GLE

Investor relations

MJ Gleeson plc

6 Europa Court

Sheffield Business Park

Sheffield S9 1XE

Email: companysecretary@mjgleeson.com

Tel: 0114 261 2900

Invicomm

1-2 Paris Garden

London SE1 8ND

Email: mark@invicomm.com

Tel: 07771 860938

Financial calendar

Financial year end 30 June 2025

Full year results announced 16 September 2025

Annual General Meeting 14 November 2025

MJ Gleeson plc Annual Report & Accounts 2025

Other Information

215

Further Information

MJ Gleeson plc

6 Europa Court

Sheffield Business Park

Sheffield

S9 1XE

companysecretary@mjgleeson.com

0114 261 2900