ANNUAL REPORT
AND ACCOUNTS 2025
VISTRY GROUP PLC
Adjusted
profit before tax
£268.8m
£263.5m
Adjusted basic
earnings per share
59.3p
55.9p
Profit
before tax
£196.2m
£104.9m
Basic earnings
per share
42.2p
22.0p
HBF customer
satisfaction score
5-star
5-star
Return on capital
employed (ROCE)
13.9%
14.6%
Vistry Group PLC
Adjusted
revenue
£4,155.3m
£4,329.2m
Adjusted
operating profit
£353.8m
£358.2m
Reported revenue
£3,613.7m
£3,779.3m
Operating
profit
£222.6m
£167.0m
Completions
15,658
17,225
Owned and
controlled plots
71,501
74,020
202420242024
202420242024
202420242024
202420242024
2025 HIGHLIGHTS
Adjusted measures
In addition to the IFRS (reported) measures disclosed throughout the Annual Report and Accounts, the Group uses certain
non-IFRS alternative performance (adjusted) measures to assess the operational performance of the Group. Definitions of
the adjusted measures and the reconciliations to the reported measures are detailed on pages 32 to 35.
REPORTING
We hope you enjoy reading this Annual Report
and Accounts. To make it easier for you to use and
to find more information, please look out for the
following references for further reading.
Dracan Villageis a major development located in
the south-east of Burton-on-Trent. The site is being
transformed into a vibrant, multi-brand and multi-
tenure community, led by Countryside Partnerships
and Bovis Homes (part of Vistry). The scheme
will deliver over2,000 homesacross a variety of
tenures, including open market sale, affordable
housing, and private rental.
Annual Report and Accounts 2025
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CONTENTS
2025 HIGHLIGHTS
STRATEGIC REPORT
Our Group at a glance 2
Chair’s statement (inc. Section 172(1) Statement) 4
Chief Executive’s review 6
Market environment 14
Business model and strategy 18
Our key performance indicators 22
Financial review 24
How the numbers are calculated 32
Sustainability report 36
Task Force on Climate-Related Financial Disclosures (TCFD) 44
Non-financial and sustainability information statement 53
Risk management 54
Our principal risks 56
Viability and going concern statements 63
GOVERNANCE REPORT
Chair's governance letter to shareholders 66
Board of Directors 68
Governance at a glance 70
Board leadership and Company purpose 7 1
Stakeholder Engagement 78
The Board and culture 82
Composition, succession and evaluation 84
Nomination Committee report 90
Audit Committee report 94
Remuneration Committee report 104
Directors' remuneration report 108
Remuneration policy 120
Directors' report 128
Directors' responsibilities statement 132
FINANCIAL STATEMENTS
Independent auditors' report 134
Group statement of profit or loss and other
comprehensive income
146
Statement of financial position 147
Group statement of changes in equity 148
Company statement of changes in equity 149
Statement of cash flows 150
Notes to the financial statements 151
OTHER INFORMATION
Five-year record 203
Shareholder information 204
Glossary 205
Inside
cover
Dracan Village at Drakelow Park, Burton-on-Trent
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Page number reference
See pages 18 to 21
Website page:
vistry.co.uk/strategy
REFERENCE ICONS
For further information about our strategy:
See pages 18 to 21.
For further information about our strategy:
vistry.co.uk/strategy.
OUR GROUP AT A GLANCE
Our mixed-tenure Partnerships model delivers
high-quality affordable, private rented and private
for sale new homes, uniquely aligning Vistry with the
country’s acute housing needs.
On our developments, we pre-sell a proportion of
our new homes to our partners including registered
providers, local authorities and private
rented sector providers.
Through our leading consumer brands, Bovis Homes,
Linden Homes and Countryside Homes, we sell quality
new homes to private buyers.
We invest in an owned, controlled and strategic
landbank of high-quality development opportunities
that support the Group’s future housing delivery.
We pride ourselves on building excellence, on driving
forward future homes standards, and delivering the
highest level of customer satisfaction.
Vistry Works, our three timber frame factories, are at the
core of our operational and sustainability strategy.
Our Partnerships approach means we can build new
homes faster, drive efficiency, and deliver a higher
return on capital employed.
A LEADING HOMEBUILDER, DEVELOPING IN PARTNERSHIP
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Vistry Group PLC
OUR BRANDS
3 timber frame
manufacturing factories
BUILDING SUSTAINABLY
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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Doing the right thing is at the core of Vistry’s
ethos as we endeavour to do the right thing for
our partners, our customers, our people and our
shareholders across all aspects of our operations.
We live our shared values of Integrity, Caring
and Quality, instilling them into all aspects
of our day-to-day activities.
OUR ETHOS AND VALUES
15.6k+ homes
delivered in 2025
OUR DELIVERY
25 regional
business units
OUR BUSINESS
Delivering 1 in every
7 new affordable homes
AFFORDABLE
Working with
140+ partners
OUR PARTNERS
c. 4,400 direct
employees
OUR PEOPLE
8 Vistry
Skills Academies
OUR TALENT
330+ active
developments
OUR COMMUNITIES
71k+ owned and
controlled land plots
OUR INVESTORS
5-star HBF Customer
Satisfaction
OUR AWARDS
3 leading consumer
housebuilder brands
OUR BRAND VALUE
£
The Group has created a joint venture, PlacePoint, with Homes
England, the government’s housing and regeneration agency, to
accelerate the development of large-scale residential sites across
England. PlacePoint has recently passed a significant milestone
with its first site acquisition and there is a pipeline of further
development sites.
A RESPONSIBLE DEVELOPER
Vistry is a responsible developer with a strong social purpose.
Working in partnership, the Group is committed to delivering
sustainable new homes and communities where people love to live.
We work relentlessly to maintain high safety standards across
our sites, creating safer working environments for our workforce
and supply chain partners. These standards have enabled us to
consistently maintain an Accident Incident Rate (AIR) below the
construction industry benchmark. Vistry commenced the year with
an AIR of 210, already significantly below the Health and Safety
Executive (HSE) construction industry benchmark of 341, and we
closed the year with an improved AIR of 197.
In 2025, Vistry was pleased to launch an updated People Strategy
focusing on key areas such as employee experience, our leadership
and career framework and future talent and succession.
Leading the way as a responsible developer, Vistry proactively
engaged with the UK Competition and Market Authority (CMA)
throughout its housebuilding sector investigation; now concluded.
In July, the Group, along with six other housebuilders, confirmed its
voluntary commitments offered in response to this investigation
which will be used to support the construction of affordable homes.
We continue to work with our partners to obtain a more holistic
understanding of the value generated by our mixed-tenure
developments and their wider societal impact. As a result of our
partnered work to co-create induced tenure values, social value
activities and capturing all our local supply chain spend, the Group
generated £815m of local and induced social and economic value
in 2025.
In the year, we completed more than 1,100 zero-carbon-ready
(regulated energy) homes and have a clear plan to reduce our future
carbon emissions across the Group. Vistry is pleased to receive
external recognition for our sustainability targets and actions; this
includes an A- score in the CDP Climate Change, signalling our
leadership and implementation of current best practices.
CAPITAL ALLOCATION
A strong balance sheet is a top priority for the Group, and given
the competing requirements for capital, the Board regularly
reviews its capital allocation policy. In 2025, the Group has been
able to invest in new land and development opportunities for
our future growth, execute the ongoing share buyback programme
while reducing the level of net debt at 31 December 2025.
CHAIR'S STATEMENT
BUSINESS PERFORMANCE
2025 marked a year of good progress for Vistry and its
differentiated mixed-tenure housing model. Our full year
results were in line with guidance, assisted by a particularly
strong second half performance despite continued challenges
in the Open Market and the uncertainty related to the
November Budget, which delayed the timing of some Partner
Funded deals. The Group delivered one in seven of the
country’s affordable homes, which demonstrates the crucial
role the business plays in building the homes the UK so
desperately needs.
Vistry starts 2026 in a good place. After stabilising, simplifying
and reorganising the business in the first half of 2025, the
Group is leaner and more efficient, with each division led by
Chairs with extensive Partnerships experience. This allows us
to accelerate our strategy with conviction. In the light of the
issues identified in the former South division in 2024, the
Board oversaw significant enhancements to the control
environment across our finance, commercial and people
functions. These improvements are now embedded within
our standard procedures, supported by robust processes
that ensure readiness for Provision 29 of the UK Corporate
Governance Code (the Code).
On behalf of the Board, I would like to thank all our people.
These results are testament to the incredible hard work of our
teams and demonstrate the resilience of our differentiated
market positioning and the commitment of our partners.
AFFORDABLE HOUSING UPDATE
We welcome the firm commitments in recent government
announcements, including clarity on rent convergence,
all aimed at creating investment capacity for Affordable
Housing Providers. This, together with the increased funding
and visibility from the 10 year Social and Affordable Homes
Programme (SAHP) 2026-2036, will drive a step-up in market
activity in 2026 and beyond. Vistry, as a leading provider of
affordable, mixed-tenure housing is uniquely positioned to play
a key role in the delivery of this programme and presents us a
huge opportunity.
GREG FITZGERALD
Executive Chair and CEO
RECOGNITION
AWARDED A
‑
IN CLIMATE
CHANGE BY CDP FOR 2025
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Vistry Group PLC
We have £29m of the existing share buyback programme still
to go, which is expected to conclude during 2026, at which
point the Board will review subsequent distributions.
A reduction in our capital employed and the associated
deleveraging of our balance sheet is our highest priority in
the current year, and we expect to end the year with a net
cash position, with much reduced average daily debt levels in
the second half.
GOVERNANCE
I have held the combined role of Executive Chair and
CEO since the 2024 Annual General Meeting. The Board
acknowledges the requirement of the Code to keep these
roles separate, and the decision to combine these roles was
taken after much consideration and believed to be in the
best interests of the Group at that time.
Rob Woodward, the Senior Independent Director of the
Group, a role he has held since May 2024, continues to
undertake enhanced responsibilities given the combined
Executive Chair and CEO role. Rob has led the development
of the CEO succession plan to ensure we are prepared for a
smooth transition in leadership when the time comes.
In October 2025, we welcomed Sue Farr to the Board who
strengthens the Board with her extensive UK plc boardroom
and marketing experience.
Further details on this and other Board changes during
the year are included in the Chair’s governance letter to
shareholders on pages 66 to 67.
SECTION 172(1) STATEMENT
The Board of Directors, both collectively and individually,
confirm that in the year under review, it has acted to
promote the long-term success of the Company for the
benefits of its members as a whole and other stakeholders.
The Board understands all of its duties under the Articles of
Association and those codified in law, namely section
171 to 177 Companies Act 2006 and, in particular, has due
regard to the matters set out in section 172(1)(a) to (f) of
the Companies Act 2006 (Section 172(1)). This Section 172(1)
statement should be read in conjunction with pages 75 to
81 of the Governance Report.
LOOKING FORWARD
The Board remains focused on driving performance towards
its medium-term targets. Our current divisional structure
has the capacity to deliver around 20,000 units per annum
and our returns-based model is expected to achieve a 40%
return on capital employed and a 12% adjusted operating
margin in the medium term.
In the short term, while near-term market conditions
remain challenging, the Board is supportive of our focus on
strengthening the balance sheet, accelerating capital release
from our inventory by driving higher sales rates and hence
reducing debt. We look forward to an exciting year in 2026 as
we move into the much-needed Affordable Housing delivery
phase alongside our partners.
GREG FITZGERALD
Executive Chair and CEO
3 March 2026
Annual Report and Accounts 2025
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5
DELIVERING
MEANINGFUL IMPACT:
VISTRY’S COLLABORATION WITH
CANCER RESEARCH UK
In 2025, Vistry partnered with Cancer Research
UK (CRUK) as its Charity of the Year following a
colleague-led nomination and voting process.
The partnership supported the Group’s ESG priorities
by promoting colleague engagement, community
impact and health and wellbeing, in line with Vistry’s
values of integrity, caring and quality.
Colleagues across the Group raised £760,411
through a structured programme of national and
regional fundraising activities, representing one
of CRUK's largest employee-led fundraising totals
in a single year. A further £37,000 was generated
through donation stations for CRUK retail shops.
Activities were delivered inclusively across regions
and functions and, in many cases, in collaboration
with supply chain partners, extending the reach and
impact of the programme.
In addition to fundraising, the partnership focused
on delivering longer-term social value through
improved health awareness. Vistry participated
in CRUK’s Cancer Awareness in the Workplace
Programme, providing colleagues with access to
health communications, webinars, awareness sessions
and onsite nurse visits. These initiatives supported
early intervention, prevention and screening
awareness, contributing to a healthier and more
informed workforce.
The partnership demonstrates Vistry’s commitment
to responsible business practices, meaningful
community engagement and the delivery of
high-quality outcomes with measurable social impact.
CASE STUDY
West London cycle ride to Paris:
Senior Site Manager Tim Dore, Project Manager Liam D'Unienville,
Associate Construction Director Ian Jarvis, Senior Development Manager
Guy Balmford, Assistant Quantity Surveyor Jason Platford, Senior Site
Manager Rolands Melkis from West London and ELT's Chief Strategy
Officer, Mike Woolliscroft.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
2025 OVERVIEW
Vistry’s financial performance in 2025 was in line with the
expectations set at the beginning of the year, with the
Group delivering adjusted profit before tax of £268.8m
(2024: £263.5m).
The Group delivered total adjusted revenue of £4.2bn
(2024: £4.3bn) which was achieved on 15,658 completions
(2024: 17,225). The Group’s average selling price (ASP)
increased by 3% to £282k, reflecting geographic mix
improvements in our Partner Funded units and a slight shift
towards larger Open Market homes. Partner Funded units
represented 74% of total completions, with Open Market
accounting for 26%, consistent with ongoing macro-economic
constraints within the private market. The delay to the
Autumn Budget resulted in subdued Partner Funded and
Open Market activity in Q3 and the first part of Q4. Despite
this, the Group’s overall sales rate averaged 0.96 (2024: 1.07)
sales per site per week. In line with our strategy to optimise
capital, land sales contributed £180m of revenue (FY24: £91m),
predominantly parcels of land on larger sites which the Group
does not intend to develop in their entirety.
The Group reduced year end net debt in 2025, despite market
headwinds, with net debt at 31 December 2025 of £144.2m
(30 December 2024: £180.7m) representing a £36.5m inflow
(2024: £91.9m outflow). Average daily debt of £734m
(2024: £698m) was higher than targeted, due to the delay of a
number of Partner Funded deals towards the end of the year,
as well as challenging Open Market conditions impeding the
pace of inventory reduction. It is worth noting that, to support
long-term growth, the business selectively took advantage
of a subdued land market, securing c.9,500 plots on 30 sites
in the second half of the year (2025: 12,599 plots, 44 sites),
including three large strategic sites representing c.5,000 plots
acquired on favourable terms immediately ahead of
the Budget.
As a responsible developer, we work in partnership to
deliver sustainable homes, communities and social value,
leaving a lasting legacy of places people love. Vistry is ideally
positioned to play a key role in addressing the country’s acute
housing need. Our differentiated Partnerships strategy is
closely aligned with the £39bn Social and Affordable Homes
Programme (SAHP) that was announced in June, and the
Group has recently been invited to submit bids for the SAHP.
We expect that early allocations will be confirmed by the half
year or early in the third quarter.
The Group welcomes the modernising and streamlining of the
planning system as part of the refreshed National Planning
Policy Framework, currently under consultation. As with all
these initiatives, we are encouraging pace of decision-making
and process in order to accelerate the much-needed step-up
in housebuilding.
PARTNER FUNDED DEMAND
Partner Funded demand strengthened throughout the year as
visibility on funding improved, particularly following the £2bn
of ‘top-up’ funding announced in March to support ongoing
investment in new affordable homes during the transitionary
period to the new SAHP. The Group received an allocation
of £50m, and we expect to receive payment relating to this
allocation from April 2026.
In the year, we signed more than 150 new agreements
with over 65 partners which include Registered Providers
(RPs), Local Authorities (LAs) and Private Rented Sector
(PRS) providers.
Partner Funded completions decreased by 8% to 11,593
(2024: 12,633), impacted by uncertainty in partner funding
in the year to the Autumn Budget. In the latter part of the
second half, we saw a significant step-up in affordable
housing volumes as certainty of future funding improved
following June’s Spending Review. Our Partner Funded ASP
increased to £246k (2024: £236k), primarily reflecting changes
in geographic mix as London increased its share of Partner
Funded completions.
The PRS market was subdued in 2025, following a strong
2024, as some partners paused delivery while refinancing.
This contributed to a 23% reduction in PRS volumes versus
the prior year and PRS sales fell to 18% of total completions
(down from 21% in 2024). S106 affordable homes represented
26% of total units in 2025 (2024: 27%) and additional
affordable was 30% (2024: 25%) of total units. The Group
expects pricing amongst PRS partners to strengthen in 2026,
supported by increased demand for portfolio-based delivery
and the opportunity to acquire assets through our presold
model which provides visibility and consistency of product.
In November 2025, Homes England issued bidding guidance
under the £37bn 2026-2036 SAHP, confirming bids would be
invited early in 2026. Vistry is well positioned to deliver at
pace with Homes England, the Greater London Authority and
our other partners, with the programme targeting 300,000
homes over its term. Bidding opened at the end of February
for Homes England’s part of the SAHP, and our bid is in the
process of being submitted. We are hoping to have a high
degree of visibility of Vistry’s grant under the programme by
the half year.
CHIEF EXECUTIVE'S REVIEW
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Vistry Group PLC
A key driver of affordable housing delivery in London will be
the government’s measures to recapitalise RPs and LAs.
The 10 year CPI+1% rent settlement from April 2026, together
with confirmation of rent convergence, which will allow
£1/week increases from April 2027 and £2/week from April
2028, provides long term revenue certainty for providers.
These measures are expected to increase annual affordable
housing delivery from c.59,000 homes in the year to March
2025 to c.70,000 homes, and to support LAs in returning to
the market as active developers and investors.
OPEN MARKET DEMAND
Open Market units decreased 11% to 4,065 (2024: 4,592),
reflecting an 8% reduction in average sales outlets. Our
sales rates were impacted by ongoing macro-economic
constraints and mortgage affordability pressures, particularly
for first-time buyers.
The Group’s Open Market average sales price increased to
£391k (2024: £385k), reflecting small changes in product mix.
We continued to support Open Market sales with incentives
averaging 4.5% of the Open Market sales price, broadly in line
with the prior year.
HOMES ENGLAND JOINT VENTURE
The Group is pleased to have entered into a long-term
investment joint venture during 2025 with Homes England,
the government’s housing and regeneration agency,
to accelerate the development of large-scale residential
sites across England. The joint venture, PlacePoint (previously
known as Hestia) is backed by £150m of available capital
investment and is designed to deliver high-quality, mixed
tenure communities at pace and scale. It is expected to
play a key role in supporting the government’s housebuilding
ambitions.
The focus is on the acquisition and development of strategic
sites, each ranging from 400 to 3,000 homes, and will
incorporate vital new infrastructure. In addition, the joint
venture will sell parcels of land on our larger sites to SME
developers, reflecting our joint commitment to supporting
the wider housing sector and enabling greater market
participation. The first site transferred into the joint venture
in December 2025, and the Group is continuing to review a
pipeline of further suitable sites.
BUILD AND VISTRY WORKS
The Group operated from an average 338 (2024: 367) build
outlets during 2025 which included 187 (2024: 203) active
sales outlets, in line with our expectations as we continue
to unwind the former Housebuilding land bank. Build
outlets include sites which are not currently selling to the
Open Market, either because Open Market sales are yet to
commence, or have already been completed. Build outlets
also include sites which are 100% Partner Funded and
therefore have no Open Market sales.
EXECUTIVE LEADERSHIP TEAM (ELT)
The Group operates through its Board of Directors with day-
to-day management and operation delegated to the Chief
Executive Officer (CEO) and the ELT. The CEO leads, and is a
member of, the ELT.
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Annual Report and Accounts 2025
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7
GREG FITZGERALD
Executive Chair &
Chief Executive Officer
TIM LAWLOR
Chief Financial Officer
CLARE BATES
Chief People Officer &
General Counsel
MICHAEL STIRROP
Chief Commercial Officer
STEPHEN TEAGLE
CEO Partnerships &
Regeneration
MIKE WOOLLISCROFT
Chief Strategy Officer
JAMES WARRINGTON
Executive Chair- North,
South Midlands & East
ADAM DANIELS
Executive Chair- Yorkshire,
North Midlands & West
DANIEL KING
Executive Chair - London
ELT biographies are available
at www.vistry.co.uk/about-
us/leadership/executive-
leadership-team.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The Group secures c.90% of its materials centrally through
its highly experienced Group commercial team, with supply
contracts typically for 12 to 24 months. The Group largely
managed to mitigate underlying build cost inflation in 2025
through the benefits of scale and certainty inherent in its
Partnerships model and a focus on standardisation of process
and product. This resulted in low single-digit build cost
inflation for the Group.
As we look into 2026, the Group is engaging proactively
with its supply chain partners to mitigate and defer any
potential impact from the cost of materials. Overall, we
expect minimal material and labour cost inflation during
2026 pending improved supply market conditions and
subject to any geopolitical disruptions to the supply chain.
Timber frame construction is at the core of Vistry’s
operational and sustainability strategy. Compared to
traditional brick and block construction, timber frame
enables a faster build time of approximately six weeks
and reduces embodied carbon by c.30% over a
60-year timeframe. The increased use of timber frame
construction will also reduce the Group’s dependency
on labour over the medium term.
Vistry Works had a record year in 2025, delivering 4,643
timber frame units (2024: 2,900). Furthermore, the Group’s
operations also manufactured floor joists for 3,763 homes,
showing good growth on the 2,448 delivered in 2024.
The manufacture of roof trusses was added to the production
line towards the end of 2024 and in its first full year we
manufactured over 3,000 units. The Group expects to exceed
6,000 timber frame units and c.5,000 roof trusses in 2026.
Despite this significant increase in 2025 volumes and
our expectation for 2026, good headroom remains for
us to reach annual targets from our three facilities.
Our current capacity is close to 10,000 timber frame
units and we are reviewing options to widen our
capacity to deliver 10,000 roof trusses. We continue to
focus on the standardisation of house types, while
ensuring the developments we create are characterful
and attractive places that people want to live.
The current Vistry collection of around 50 standard house types
will ensure we can drive further manufacturing efficiencies.
In Q3 2025, we launched a new Timber Frame Installer
Programme and have already welcomed 15 trainees into
the business; this was part of our ongoing commitment to
sustainable construction and future skills development.
This initiative helps to address the critical skills gap in
modern methods of construction and ultimately will help
to meet the government’s housing targets. The programme
uses a combination of classroom-based learning and hands-
on site experience equipping the trainees with the necessary
technical and safety expertise for us to deliver at scale.
We will train a further 15 installers in 2026 and are targeting
25% of all our timber frame installers to be directly employed
over the medium term.
TECHNOLOGY AND INNOVATION
Vistry Innovation Centre (VIC) has recently secured
funding from Innovate UK to pioneer new approaches to
sustainable housebuilding and circular economy practices
as it is deconstructed. This initiative focuses on design-
led deconstruction, aiming to significantly reduce Scope
3 carbon emissions. This is an area that has traditionally
posed challenges in whole-life carbon assessments due to
assumptions of waste disposal and end of life emissions.
The project will not only reduce the carbon footprint for
Vistry and our partners but also offer a competitive edge
for future projects, marking a tangible step towards our
net-zero ambitions.
In 2025, we successfully completed the factory trial of the
Mauer brick cladding system. This has c.50% less embodied
carbon than bricks so it not only reduces our legacy footprint,
but it also supports our timber frame construction, enabling
significantly faster build speed and reduces our dependence
on labour. In May, we launched our Future Vistry Works
project at our manufacturing site in East Midlands where we
have been trialling the system on two houses. In October, we
passed an important milestone with the trial moving to a live
site in Yorkshire and we are targeting utilising this system on a
further 12 sites in 2026.
Meridian One, Edmonton, Tottenham
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Vistry Group PLC
CHIEF EXECUTIVE'S REVIEW
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
SECURING HIGH QUALITY
PARTNERSHIP OPPORTUNITIES
During 2025, the Group secured a good pipeline of attractive
new land and development opportunities totalling 12,599
(2024: 16,508) mixed-tenure plots across 44 sites. Vistry
is well positioned to secure land through both public
procurement and the purchase of private land. Activity in
the land market increased significantly in the second half
as we were able to take advantage of a subdued market,
particularly in the run up to the late November budget.
After adding just over 3,000 plots in the first half, we
secured around 9,500 plots in the second half on 30 sites.
This included three large strategic sites in Worcester, Rugeley
and Bury St Edmunds with a combined c.5,000 plots
between them.
Strategic land is an important source of development
opportunities and the Group’s strategic land bank
totalled 76,368 plots (31 December 2024: 76,219) as at
31 December 2025. Four sites (621 plots) were transferred
to our owned and controlled land bank in the year, and
we secured new options on sites equating to over 2,500
strategic land plots. With the expectation of a more
favourable planning environment, the Group expects to
increase the pull-through from its strategic land bank over
the medium term.
We are encouraged by the government reforms to the
planning system which are increasingly positive towards
development, and housing in particular. The focus on
streamlining the delivery of new local plans, refreshing the
National Planning Policy Framework and improving planning
committee processes will all make the process of obtaining
planning permissions smoother. Green Belt schemes are
a focus of applications, with the new grey belt definition
effectively fast forwarding a long-awaited wholesale
assessment of the Green Belt and enabling development
on the land which is contributing least to the Green Belt.
These changes should enable the delivery of the much-
needed new homes essential to meet government targets.
HIGH QUALITY HOUSING AND
CUSTOMER SERVICE
Delivering high-quality new homes and excellent customer
service is paramount and we are on track to retain a
5-star HBF Customer Satisfaction rating for the seventh
consecutive year in 2026.
Increased macro uncertainty and ongoing affordability
challenges continued to weigh on the Open Market
sales during 2025. We focused our selling efforts on self-
help initiatives: rolling out training programmes across
our sales teams, focused incentives for first time buyers
and key workers, and a brand refresh which gives clearer
differentiation across different pricing points.
Our sales contact centre was established early in 2025
with a team of c.25 sales consultants who are now fully
embedded in our regional business units. This enables us
to collect information from sales prospects and follow this
through by making an in-person appointment as the contact
centre team liaise with our regional sales team. Results
are encouraging and we have seen an improvement in our
conversion rate of first contact to appointment on site.
Our Partner Journey provides a simple framework of 16
steps to ensure consistency across all regions and to provide
the highest level of service for our partners. This focus is
reflected in our Partner Satisfaction scores received for
2025 which showed improvement across Vistry, with 21 of our
25 regions achieving a five-star rating, up from eight regions
in 2024. These satisfaction scores align with the NHBC
survey and include build quality of new homes at handover,
and the service provided post-handover. 97.5% of partners
responding to the survey indicated they would partner with
us again.
Vistry Works Factory, Bardon
Annual Report and Accounts 2025
|
9
CONTROL ENHANCEMENTS
The issues identified during the extensive reviews that
followed the control issues in the former South division in
2024 have been addressed successfully. There has been
significant progress made within the business over the last
12 months focused on driving improved assurance activity
and cost management. The flatter management structure
is working well, and all Divisional Chairs have extensive
Partnership business experience.
Much work has been done to ensure the Group has the right
people, structure, systems and controls in place and this
enhanced framework with tighter controls and assurance is
now firmly embedded in business-as-usual. This includes
the Investment Committee which oversees approval of land
acquisitions and disposals, partner agreements, and other
investment and commercial decisions.
OUR PEOPLE
At Vistry, we remain firmly focused on attracting, retaining
and developing the very best talent and our refreshed People
Strategy launched during 2025 is built around three core
priorities to support this. The three priorities, informed by
employee feedback, are: Leadership and Career Framework,
Future Talent, and Succession and Employee Experience.
In January 2026, we were proud to be certified as a Top
Employer by the Top Employer Institute for the fourth
consecutive year. We were also pleased to be named one
of the Top 50 Inspiring Workplaces in the UK and Ireland
for the second year running and earned a place in the
Global Top 100 Inspiring Workplaces list, reflecting our
ongoing commitment to fostering an outstanding, inclusive
work environment.
Employee engagement remains a key focus area. In July
2025 we partnered with a new engagement survey provider,
CultureAmp, and in our first survey achieved a 76%
participation rate with a 59% favourable score. We believe
this score reflects the difficult year we had in 2024 and the
amount of change within the business, as we worked through
the former South division issues. This score had improved to
62% by November, following the implementation of targeted
actions. We have seen a slight increase in our voluntary
employee turnover to 18.6% (Dec 2024: 15.4%) and our
stability index (employees with over one year service) has
reduced to 78.0% from 82.3% in December 2024.
Nurturing and supporting employees in their early
careers and skills is critical for the future of our business.
As highlighted earlier, the launch of a pioneering Timber
Frame Installer Programme, the UK’s first, led by Vistry
Works is a significant step towards tackling the construction
industry’s skills shortage while promoting modern,
sustainable housebuilding.
We were pleased to retain our gold accreditation
membership with the 5% Club in 2025. This recognises our
significant contribution to the continued development of
all our employees through Earn & Learn schemes such as
apprenticeships, graduate schemes and sponsored students
course placements.
SOCIAL VALUE
We continue to work with our partners to obtain a more
holistic understanding of the value generated by our
mixed-tenure developments and their wider societal
impact and deliverables. As a result of our partnered work
to co-create induced tenure values, social value activities
and capturing all our local supply chain spend in 2025, the
Group has generated £815m of local and induced social and
economic value.
Elgar Park, Worcester
10
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Vistry Group PLC
As a leading provider of affordable homes, Vistry delivered
one in seven of the country’s affordable homes during 2025.
We completed more than 1,100 zero carbon ready (regulated
energy) homes and have a clear plan to reduce our future
carbon emissions across the Group.
HEALTH AND SAFETY
We remain fully committed to keeping our people safe
and driving continuous improvement across the business.
Safety, Health and Environmental (SHE) are fundamental
Company values and our performance across these areas are
key Group KPIs. These are supported by targeted training,
clear communication and the ongoing adoption of new
technologies. During 2025, we delivered 359 SHE-related
training courses and workshops, reinforcing safe behaviours
and improving competence across our sites.
In the year, we carried out 3,397 internal SHE site inspections
(2024: 3,718). The Group compliance target is 76%, and we
exceeded this by achieving 85% compliance. While it is not
possible to eliminate all risk, we believe that most injuries
are preventable.
We work relentlessly to maintain high safety standards
across our sites, creating safer working environments for our
workforce and supply chain partners. These standards have
enabled us to consistently maintain an Accident Incident
Rate (AIR) below the construction industry benchmark. Vistry
commenced the year with an AIR of 210, already significantly
below the Health and Safety Executive (HSE) construction
industry benchmark of 341, and we closed the year with an
improved AIR of 197.
Damage to buried utility services, also known as service
strikes, present a significant industry-wide hazard and a key
area of focus for Vistry as we seek to minimise such incidents.
Our service strike incident rate (number of incidents per
100,000 workers on site) is on a steady downward trajectory,
reducing to 338 at the end of 2025, from 342 in 2024 and 349
at the end of 2023.
BUILDING SAFETY
The Group is committed to delivering a lasting industry solution
to building safety and our obligations under the Developer
Remediation Contract signed by Vistry in March 2023.
At 31 December 2025, Vistry’s Building Safety provision stood
at £303.6m (31 December 2024: £324.4m). The year-on-
year reduction of £20.8m is largely due to utilisation of the
provision as we work through the required remediation, which
was partially offset by some minor building additions and the
unwind of the discounting, together with a reduction in the
risk-free rate.
During the year, we made good progress with our assessment
of remediation works required, with 99% of the buildings
included in the provision now assessed. We completed work
on 21 buildings in 2025.
COMPETITION AND MARKET AUTHORITY
INVESTIGATION CONCLUDED
The Group proactively engaged with the UK Competition
and Market Authority (CMA) throughout its housebuilding
investigation, which has now been concluded. In July 2025,
the Group confirmed its voluntary commitments offered
in response to the potential concerns raised by the CMA.
Vistry contributed £12.8m of the overall £100m contribution
to support the construction of affordable homes across
the United Kingdom offered by Vistry and the six other UK
housebuilders. This commitment did not constitute any
admission of wrongdoing.
CHIEF EXECUTIVE'S REVIEW
continued
Beam Park, Walthamstow
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
11
BALANCE SHEET
The Group generated a net cash inflow of £36.5m in the year,
reducing the closing net debt position to £144.2m as at 31
December 2025 (31 December 2024: £180.7m). The Group’s
average daily net debt in 2025 was £733.7m (2024: £698.1m)
which was higher than targeted, due to the delay of a number
of Partner Funded deals towards the end of the year, as well
as challenging Open Market conditions impeding the pace of
working capital reduction. It also reflects the higher opening
debt level.
During the year, the Group maintained an acceptable level
of headroom against both its borrowing covenants (Gearing,
Tangible Net Worth and Interest Cover) and its committed
and uncommitted borrowing facilities, which total £1,130m.
Reflecting the phasing of sales in late 2025 and early 2026,
average daily net debt is expected to rise in the early part
of the year. In order to address this, and reduce average
net debt in H2, the Group has initiated an enhanced sales
strategy to support a reduction in inventory levels, drive good
revenue growth and strengthen cash generation, with a target
of a net cash balance of c.£100m as at 31 December 2026.
PRIORITIES FOR 2026
The Group has a clear set of priorities for 2026 focused
on ensuring Vistry is best positioned to drive the business
forward in the medium term.
Cash generation and balance sheet
The Group’s primary financial focus for 2026 is improved
cash generation. As mentioned above, the Group is taking
a targeted approach to increase sales, which will also
accelerate the release of inventory, including the use of
increased incentives. These actions are expected to deliver a
net cash position at 31 December 2026.
The Board’s view on the Group’s capital allocation hierarchy
is unchanged. Maintaining a strong balance sheet is a top
priority and improving cash generation and reducing net
borrowings is the Group’s focus for 2026. To date, the
Group has completed £101m of its £130m special
distribution and expects to complete the remaining
£29m via share buyback, to be concluded during 2026.
Future distributions will be made in accordance with the
Group’s capital allocation policy and will be considered
once the current buyback completes.
Key priorities for 2026:
• Reducing inventory levels by deploying targeted strategies
to reduce unsold Open Market stock
• Reducing average daily debt and targeting a closing net cash
position of c.£100m at 31 December
King George Park, Swindon
12
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Vistry Group PLC
CHIEF EXECUTIVE'S REVIEW
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Positioning for demand growth
The Group’s Partnerships model is strongly aligned with long
term structural demand for mixed tenure and affordable
homes. As funding allocations under the 2026–2036 SAHP are
confirmed, partners will gain greater clarity on their medium
term capacity, enabling them to initiate schemes for future
delivery. 2026 activity will be focused on converting this
opportunity into sustainable growth.
Key priorities for 2026:
• Scaling Partner Funded activity as SAHP allocations are
confirmed and partners gain clarity on medium-term
funding capacity
• Prioritising sites with early revenue and cash visibility, strong
pre-sale potential and attractive returns
• Maintaining delivery momentum across regions to support
volume growth in H2 and into 2027
These actions position the Group to convert improving demand
into sustainable growth as market conditions improve.
Maintaining operational and service excellence
Operational excellence remains central to the Group’s
delivery in 2026. Continued investment in capability,
standardisation and quality is essential to support safe,
efficient volume delivery and to maintain high levels of
partner and customer satisfaction.
Key priorities for 2026:
• Driving further productivity gains through Vistry Works and
broader standardisation of product and process
• Ensuring high levels of partner and customer satisfaction,
underpinned by the Group’s Partner Journey framework and
a continued emphasis on quality and service
• Supporting the workforce and supply chain through
training, capability development and stronger collaboration
to ensure the Group can deliver increased volumes
efficiently and safely
Collectively, these priorities will provide a strong operational
platform to support the Group’s medium-term strategic and
financial ambitions.
CURRENT TRADING AND 2026 OUTLOOK
The Group entered 2026 with a forward sales position
totalling £4.0bn, which has increased to a position today of
£4.5bn (14 March 2025: £4.4bn) representing a forward sold
percentage of over 65% of forecast 2026 units secured.
We are cautiously optimistic on the impact of lower interest
rates on Open Market conditions, with a good level of
interest and enquiries since the first week of January and the
conversions from enquiry to appointment have been strong.
Our actions to accelerate our Open Market sales have driven
a sales rate increase of over 40% in the year to date.
The overall Group sales rate, including our Partner Funded
sales, of 1.42 (25 March 2025: 0.59) sales per site per week
for the year to date is significantly up on the prior year
reflecting this action on pricing.
The Group is lean and efficient, and after stabilising,
simplifying and reorganising the business in the first half
of 2025, Vistry starts 2026 in a good place. Our Partnership
housing strategy positions us well to play a key role in the
delivery of the Social and Affordable Homes Programme
(SAHP) 2026-2036, and there is increased clarity on the
financial capacity of our partners. The additional £2bn of
affordable housing funding to bridge between programmes
has already provided increased certainty. We are targeting
early deployment of allocations for both our partners and
ourselves to kick start the growth of affordable housing
supply and we expect this to contribute to our second half
performance in 2026.
While near-term market conditions remain challenging and
geopolitical events may bring more uncertainty, we have
started the year positively, with volumes benefitting from the
targeted use of pricing and incentives to build momentum
into the Spring selling season. This approach will drive good
revenue growth, accelerating the business’ return to a net
cash position by the year end, while also delivering year-on-
year profit progress.
STRATEGY AND MEDIUM
-
TERM OUTLOOK
The Group’s strategy remains firmly focused on its
differentiated Partnerships model, delivering high-quality
mixed-tenure homes in close collaboration with RPs, LAs and
PRS partners.
The Group expects to benefit from a supportive policy
framework over the medium term. The 2026–2036 SAHP,
together with the 10-year CPI+1% rent settlement and
measures on rent convergence, provides long-term certainty
for partners and underpins sustained demand for affordable
housing. As SAHP allocations are awarded, the Group
anticipates an increase in Partner Funded opportunities.
Operationally, the Group will continue to drive efficiencies
through the standardisation of house types, increased
utilisation of Vistry Works timber frame manufacturing, and a
consistent operating model across regions. These actions are
expected to support improved productivity, lower build times
and tighter control of cost inflation, while maintaining high
standards of quality and customer service.
Over the medium term, the Group expects to deliver
sustainable growth in revenues, margin progression supported
by operational efficiencies, and strong cash generation as
build programmes and Partner Funded activity scale.
With a resilient business model, a strengthened operational
platform and increased visibility on partner funding, the
Group is well positioned to deliver attractive returns and
long-term value creation.
GREG FITZGERALD
Executive Chair and CEO
3 March 2026
Annual Report and Accounts 2025
|
13
DEMAND OUTSTRIPS SUPPLY
There is a chronic shortage of new homes in the UK -
the undersupply is greatest for affordable housing.
• Demand continues to outstrip supply.
• There is a chronic shortage of housing
in the UK, with councils facing
financial implications from temporary
accommodation costs.
• The UK Government’s target to deliver
>1.5m new homes by the end of the
Parliament, and the new government
grant funding announced, are in
response to the growing shortage of
affordable housing across the UK.
• Between April 2024 and March 2025,
only 58,958 affordable homes were
completed, falling far below the 145,000
affordable homes needed annually.
www.gov.uk/government/news/
new-homes-england-2024-to-2025-
housebuilding-statistics-published
https://commonslibrary.parliament.
uk/research-briefings/cbp-7671/
• 69% of local authorities report that
access to social housing has become
more difficult over the past year, placing
growing financial pressure on councils,
which spent approximately £2.8bn on
temporary accommodation in 2024/25.
www.crisis.org.uk/media/5b4hmqfk/
the-homelessness-monitor-england-
2025-executive-summary.pdf
• Homelessness also continues to rise,
reaching nearly 300,000 households in
2025 – a 22% increase since 2022.
With further increases anticipated.
www.crisis.org.uk/ending-
homelessness/homelessness-
monitor/the-homelessness-
monitor-england-2025
VISTRY’S RESPONSE
• Vistry continues to be the UK’s only
large mixed-tenure homebuilder
and a designated strategic partner of
Homes England under the 2021-2026
Affordable Homes Programme.
We are well placed for the next
programme.
• With decades of experience and
unrivalled relationships with our
partners, we have unique scalability
of affordable housing delivery.
This enables Vistry to play a key role
in meeting the national housing
requirement by working closely
with partners and councils across
the country.
MARKET ENVIRONMENT
Vistry is the UK’s largest mixed-tenure housebuilder by volume and is therefore
impacted by a number of economic, social and regulatory trends, as laid out below.
KEY POINTS
Government targeting
>1.5m new homes
Local Authority
waiting lists 1.34m
households as at
31 March 2025
Estimated that 1 in
153 people in the UK
are homeless
Vistry’s Partnerships
model delivers
mixed-tenure housing
Vistry’s strategic
partnership with
Homes England gives
access to affordable
housing grant funding
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Vistry Group PLC
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
• To advance the government’s broader
housing objective of delivering
1.5m homes, a new 10-year grant
programme has been introduced,
targeting the construction of 300,000
social and affordable homes.
• This grant funding will act as a catalyst
for market activity to address the
substantial shortfall in new homes,
which is currently being stalled due to
lack of funding.
• To support delivery, significant reforms
to the planning system are underway,
alongside increased investment
in construction skills to alleviate
capacity constraints.
VISTRY'S RESPONSE
• As the UK’s leading mixed-tenure
housebuilder, Vistry regularly engages
with parliamentarians across the
political spectrum and we continue to
strengthen our relationships with key
stakeholders to build more homes.
• Our engagement programme ensures
that we are strategically aligned with
the government with the joint aim of
increasing affordable housing supply.
• The Social and Affordable Homes
Programme (SAHP) is scheduled to
commence funding disbursements in
2026, with Vistry well-positioned to
leverage this to deliver new affordable
homes. In addition, Vistry received an
additional £50m grant in September
2025 under the Affordable Homes
Programme, which has allowed us to
support a number of affordable housing
schemes in 2025.
• Vistry and Homes England also signed a
long-term joint venture to deliver
high-quality, mixed-tenure communities
at pace and scale.
POLITICAL ENVIRONMENT
The government’s 10-year £39bn Social and Affordable
Homes Programme (SAHP).
KEY POINTS
Heath Farm, Greater Manchester
The housing crisis is
at the forefront
of the government's
agenda
Planning reforms
being made should
stimulate housing
supply
Vistry’s operating
model is closely
aligned with the
government’s
ambitions
Annual Report and Accounts 2025
|
15
• Prior to commencing development,
Vistry must secure planning
permission and discharge conditions.
Securing timely planning permission
on an economically viable basis
is fundamental.
• In Q2 2025, the Home Builders
Federation (HBF) reported a decline in
overall planning approvals compared
to the previous year, with approvals of
social housing units falling by 45%
year-on-year.
www.hbf.co.uk/research-insight/new-
housing-pipeline
• To tackle these delays, the Planning
and Infrastructure Bill was introduced
to parliament in March 2025.
This legislation aims to simplify the
planning process and accelerate
consent processes to unlock land
for development.
• Amendments to the National Planning
Policy Framework (NPPF) introduced in
2025 are expected to promote a more
favourable planning environment.
VISTRY’S RESPONSE
• Vistry has a leading capability in
securing land and planning, brownfield
redevelopment and regeneration.
• We have healthy consented and
strategic land banks and are disciplined
on land acquisition.
• Vistry welcomes the Planning and
Infrastructure Bill and has been
involved with providing feedback to
the government.
• We continue to engage with the HBF
and other organisations, including
the Land, Planning and Development
Federation, The Future Homes Hub,
The Housing Forum and Royal Town
Planning Institute, to find ways to speed
up the planning process.
• We are well placed to support the
government’s aspiration to maximise
brownfield developments, which
currently represents 45% of our
land bank. We promote our wider
sustainability strategy recognising that
the range of benefits that development
can bring to a community is important
in securing local support for proposals.
THE PLANNING SYSTEM
The government continues to prioritise the delivery
of new homes by addressing constraints within the
planning system.
KEY POINTS
West Park Quarter,
Sunderland
Vistry demonstrates
leading capacity in
securing land and
planning
Government focus
on new legislation
to increase planning
approvals and
trigger housing
supply
Vistry continues to
actively engage with
government to
improve planning
16
|
Vistry Group PLC
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
• Building Safety Levy will commence
from October 2026, and is applicable
to most new residential builds,
and will help fund remediation of
existing buildings.
• The Future Homes Standard requires
new homes to achieve c.80% lower CO
2
emissions than the Part L 2013 baseline.
VISTRY’S RESPONSE
• Vistry works with its partners to be at
the forefront of regulatory change
and innovation.
• Sustainability is core to our purpose
and we have a clear roadmap to
deliver zero-carbon-ready homes.
We continue to apply the knowledge
and experience gained from live
schemes that are already delivering an
80% CO
2
reduction to help us achieve
our stretching carbon reduction targets.
• Briefing notes and training materials
are circulated to all staff impacted by
expected new regulations, with clear
instructions and guidance as to how
to manage the additional costs and
comply with government policies.
• Increased labour costs due to shortage
of skilled labour.
• While material costs have remained
relatively stable, labour costs are rising
due to workforce shortages.
• According to the latest ONS figures,
there are over 35,000 job vacancies
in the sector, with employers unable
to fill half of these positions given the
shortage of suitably skilled candidates.
• In 2025, the government committed
to training up to 60,000 skilled
workers by 2029. This initiative will be
delivered through the establishment
of specialist colleges, apprenticeship
programmes and increased funding
for work placements.
www.gov.uk/government/news/
government-unleashes-next-
generation-of-construction-workers-
to-build-15m-homes
VISTRY’S RESPONSE
• Vistry has established several skill
academies across its developments
which are designed to attract both
ex-service personnel and apprentices
into the construction industry, offering
practical, hands-on training to build
the necessary expertise.
• Vistry is actively managing the upward
pressure on labour costs to ensure
continued delivery of projects, with
the scale and scope of partnerships
allowing contractors access to
long-term contracts.
• The visibility of our mixed-tenure sites
enables us to effectively plan and
manage future workforce requirements,
ensuring that the necessary skills
and training are in place to meet our
growth aspirations.
MATERIAL AND BUILD COST
A shortage of skilled workers.
REGULATORY ENVIRONMENT
Increasing regulatory requirements including Future
Homes Standard and Building Safety Levy.
KEY POINTS
KEY POINTS
Building Safety
Levy to commence
in late 2026
Training materials
are circulated to
employees for key
regulatory changes
Government
committed to
training 60,000
workers to takle
skill shortages
Visty’s Partnerships
model allows for
visibility and
planning of
workforce and
labour costs
Annual Report and Accounts 2025
|
17
MARKET ENVIRONMENT
continued
18
|
Vistry Group PLC
The Group considers its regulators to be
important stakeholders. While it does
not deliver value to its regulators, it
engages proactively and collaboratively
with them and takes its compliance
responsibilities very seriously.
Further information on our stakeholders,
their priorities and how we engage with
them is provided on pages 78 to 81.
BUSINESS MODEL AND STRATEGY
We create and deliver sustainable homes and communities, leaving
a lasting legacy of places people love.
We leverage our unique blend of capability and resources and our
partnership model to generate sustainable value for our stakeholders.
WHAT WE DO
HOW WE DO IT
CREATING VALUE FOR OUR STAKEHOLDERS
PARTNERS
CUSTOMERS
PEOPLE
Providing employment
and career development
opportunities for over
4,400 direct employees.
Delivering 15,658 high-quality,
sustainable new homes
for our partners and
customers, including 8,752
affordable homes.
Strong
track record
of delivery
Scaleable
operating
structure
Multiple
leading
brands
Timber
frame
manufacturing
capability
Long-
standing
trusted partner
relationships
Competitive
advantage
in the land
market
Experienced
leadership
team
Highly
skilled and
diverse people
Place
making and
regeneration
skills
OUR
CAPABILITY
AND OUR
RESOURCES
Vistry Group PLC
|
Annual Report and Accounts 2025
|
19
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Our Partnerships model is built on long-standing relationships with registered
providers, local authorities and private rented sector (PRS) partners.
HOW OUR PARTNERSHIP BUSINESS WORKS
By pre-selling most of our homes to our partners
at an early stage, we commit far less capital and
have much clearer visibility over the homes we will
deliver in the years ahead. Our partners usually
purchase the land for their units up front and then
fund construction as the build progresses.
This approach reflects the trust our partners
place in us to build well and to deliver on time,
which is a central focus across all our sites.
Alongside this, we continue to sell homes on the
Open Market. These homes typically generate
higher margins but require more of our own
investment. Both of these markets play an
important role. By adjusting the balance between
Partner Funded homes and Open Market homes on
each site, we aim to use our resources responsibly
and achieve strong, sustainable returns.
SUPPLY CHAIN
COMMUNITIES
INVESTORS
PRS PROVIDERSREGISTERED PROVIDERS AND LOCAL AUTHORITIES
S106 AFFORDABLE ADDITIONAL AFFORDABLE
PARTNER FUNDED OPEN MARKET
Markets
Tenures
Financial dynamics
Brands
Customers
PRS
LOWER MARGIN, LESS CAPITAL INTENSIVE, HIGHER ROCE
PRIVATE OWNERSHIP
HIGHER MARGIN, MORE CAPITAL
INTENSIVE, LOWER ROCE
PRIVATE BUYERS
The diagram below illustrates the different customers, brands, tenures and financial characteristics across our
two markets:
Returning £71m
to our investors
through share
buybacks.
Providing our supply
chain with greater visibility
and certainty of future
work through our
Partnerships model.
Creating and revitalising communities,
providing places people love.
Delivering £815m of local social
economic value, including local supply
chain spend. Supported 732 learners
to complete our skills academy.
20
|
Vistry Group PLC
OUR STRATEGIC PRIORITIES
OUR PURPOSE
TALENTED PEOPLE
We aim to attract, develop, and retain a highly
skilled and diverse workforce by fostering an
inclusive environment where everyone can thrive.
This ensures we have the best people to deliver
our strategy and drive business success.
WORKING IN PARTNERSHIP
We focus on building strong, long-term relationships
with partners to deliver high-quality, mixed-tenure
developments. Our flexible approach enables us
to expand and deepen these partnerships for
mutual growth.
BUILDING SUSTAINABLY
We prioritise creating sustainable homes and
communities, placing people and social value at
the heart of our decisions. Our goal is to lead in
innovation and sustainable housing solutions.
LAND PROCUREMENT
We use our Partnerships model to operate with a
shorter land bank and target efficient land acquisition
to support growth. Strong relationships and a
proven track record give us a competitive edge in
securing high-quality development opportunities.
CAPITAL EFFICIENCY
Our returns-based model prioritises industry-
leading return on capital employed (ROCE) by
focusing on capital-efficient Partner Funded sales
and maintaining a shorter, more controlled land
bank. This approach maximises shareholder value
and supports sustainable growth.
INCREASING OUTPUT
We are committed to increasing the number of
new homes we deliver by leveraging standardised
products, centralised procurement, and timber
frame manufacturing. This approach drives revenue
growth and operational efficiency while maintaining
quality and safety.
Talented
people
Building
sustainably
Increasing
output
Land
procurement
Working in
partnership
Capital
efficiency
Our purpose as a
responsible developer is
to work in partnership to
deliver sustainable homes,
communities and social value,
leaving a lasting legacy of
places people love.
PURPOSE
Vistry Group PLC
|
Annual Report and Accounts 2025
|
21
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Great Oldbury, Stonehouse
Sherford, Plymouth
22
|
Vistry Group PLC
OUR KEY PERFORMANCE INDICATORS
Our Key Perfomance Indicators (KPIs) provide a clear, consistent view of our performance across
people, safety, operations, sustainability and financial outcomes. Each KPI is linked to our strategic
priorities and is monitored regularly by the Board. Definitions are included on pages 34 and 35.
The following KPIs measure customer experience during and
after the purchase of a new home, the quality of our homes
and the number of new homes we deliver each year.
INCREASING OUTPUT
LINK TO
STRATEGY
TARGET 2025 2024 2023 2022
HBF customer satisfaction 5-star 5-star 5-star 5-star 5-star
NHBC reportable Items <0.26 0.24 0.20 0.21 0.23
NHBC CQR >4.0 4.5 4.5 4.5 4.5
New home completions
Annual
growth of
5-8%
15,658 17,225 16,118 11,951
The following KPI provides us with feedback on our partners’
experience and their levels of satisfaction.
*This KPI has only been measured since 2024.
WORKING IN PARTNERSHIP
LINK TO
STRATEGY
TARGET 2025 2024 2023 2022
Partner satisfaction 5-star 5-star 4-star n/a* n/a*
The following KPIs provide us with feedback on employee
satisfaction and assess site safety performance.
TALENTED PEOPLE
LINK TO
STRATEGY
TARGET 2025 2024 2023 2022
Employee engagement score >70% 62% 8.2* 7.6* 8.6*
Voluntary attrition <18% 18.6% 15.4% 15.9% 17.7%
Accident Incident Rate (AIR) <341 197 210 175 219
Service Strike Incident Rate (SSIR)
Year
on year
reduction
338 342 349 454
*The methodology for measuring this KPI changed in 2025. Prior to this, the Group used Peakon and had a target of >8.0
Vistry Group PLC
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Annual Report and Accounts 2025
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23
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The following KPIs measure how we reduce the environmental
impact of the materials we use in our operations and our
carbon emissions.
The following KPI allows us to track whether we are securing
sufficient new land and other development opportunities each
year to replace what is utilised in the same period through
new home completions.
Our financial KPIs are a measure of progress against all of
our strategic priorities.
BUILDING SUSTAINABLY
LAND PROCUREMENT
FINANCIAL
LINK TO
STRATEGY
LINK TO
STRATEGY
LINK TO
STRATEGY
TARGET 2025 2024 2023 2022
GHG emissions (Scope 1 and 2, tCO
2
e)
14,023 by
2030
18,795 24,498 25,253 24,178
Non-hazardous waste diverted
from landfill
98% 99% 98% 97% 98%
TARGET 2025 2024 2023 2022
Land and development
opportunities secured
Growth
in line
with unit
delivery
12,599 16,508 15,288 16,315
TARGET 2025 2024 2023 2022
Adjusted revenue growth 5-8% -4% 7% 30% 14%
Adjusted operating margin 12% 8.5% 8.3% 11.8% 14.5%
Adjusted EPS
Year
on year
increase
59.3p 55.9p 85.8p 137.5p
ROCE 40% 13.9% 14.6% 20.9% 25.0%
Forward order book
Year
on year
increase
£4.0bn £4.4bn £4.5bn £4.0bn
GROUP PERFORMANCE
£m unless otherwise stated 2025 2024 Change
Adjusted basis
1
Total completions (units) 15,658 17,225 -9%
Revenue 4,155.3 4,329.2 -4%
Operating profit 353.8 358.2 -1%
Operating profit margin 8.5% 8.3% +20bps
Net finance expense (85.0) (94.7) -10%
Profit before tax 268.8 263.5 +2%
Profit after tax 193.9 188.9 +3%
Basic earnings per share 59.3p 55.9p +6%
Net debt 144.2 180.7 -20%
Average capital employed 2,548.2 2,461.8 +4%
Return on capital employed 13.9% 14.6% -70bps
Reported basis
Revenue 3,613.7 3,779.3 -4%
Operating profit 222.6 167.0 +33%
Profit before tax 196.2 104.9 +87%
Basic earnings per share 42.2p 22.0p +92%
1
Adjusted measures are defined and reconciled to the nearest statutory measure on pages 32 to 35.
FINANCIAL REVIEW
24
|
Vistry Group PLC
GROUP PERFORMANCE
The Group's financial performance in 2025 was in line with the
expectations set at the beginning of the year despite a backdrop of
continued market uncertainty.
Adjusted Group revenue decreased by 4% to £4.2bn, reflecting a
9% reduction in completions to 15,658 homes, with both Partner
Funded and Open Market activity impacted by softer demand in
the first half of the year. Partner Funded revenue was modestly
lower, driven by funding uncertainty and reduced PRS activity,
although demand improved materially following greater policy
clarity in the second-half. Open Market performance remained
constrained by affordability pressures and slower-than-anticipated
interest rate reductions, partially mitigated by a 3% increase in
average selling prices across the Group.
Despite lower volumes, profitability was broadly maintained.
Adjusted operating profit declined marginally to £353.8m, with
an adjusted operating margin of 8.5%, reflecting disciplined cost
control and a more favourable site mix, offset by lower operating
leverage and higher overheads. Adjusted profit before tax increased
to £268.8m, supported by lower finance costs, while reported
results benefited from a significant reduction in exceptional items.
The Group generated positive cash flow before shareholder
distributions, reduced net debt to £144.2m and continued its
share buyback programme, maintaining a strong balance sheet to
support future delivery.
TIM LAWLOR
Chief Financial Officer
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
REVENUE AND COMPLETIONS
Summary
Adjusted Group revenue decreased 4% to £4,155.3m (2024: £4,329.2m) while completions reduced 9% to 15,658 homes
(2024: 17,225). On a reported basis, revenue decreased 4% to £3,613.7m (2024: £3,779.3m). Partner Funded completions
represented 74% of the total (2024: 73%).
Partner Funded
Adjusted Partner Funded revenue (including S106 Affordable, Additional Affordable and Private Rented Sector (PRS)) decreased
4% to £2,518.8m (2024: £2,636.2m). First half demand was softer due to funding uncertainty in the sector. Following the clarity
given by the June Spending Review, volumes improved sharply, particularly for Additional Affordable homes. PRS activity
slowed as partners paused delivery during refinancing, reducing PRS completions by 23%. Overall, Partner Funded completions
were down 8% to 11,593 homes (2024: 12,633), with average build outlets reduced 8% to 338 (2024: 367) as some smaller sites
completed during the year.
Open Market
Market conditions were broadly unchanged versus 2024, with affordability and slower-than-expected rate cuts weighing on
buyer confidence. Adjusted Open Market revenue decreased 10% to £1,333.5m (2024: £1,488.2m), with completions down 11% to
4,065 (2024: 4,592), reflecting an 8% reduction in average active sales outlets to 187 (2024: 203) and slower sales rate. Incentives
averaging 4.5% of selling price supported sales.
Average selling price (ASP)
The Group’s ASP increased 3% to £282k (2024: £275k). Open Market ASP rose 2% to £391k (2024: £385k), reflecting slight changes
in product mix towards larger homes, and Partner Funded ASP increased 4% to £246k (2024: £236k), reflecting greater weighting
from London and some higher-value locations in the South. Underlying house price remained flat, with no general house price
inflation during the year.
Other non-housing revenue
Non-housing revenue increased to £303.0m (2024: £204.8m), driven by planned land parcel disposals on large schemes.
These are focused on sites where the Group is lead developer and are used to accelerate delivery and enhance returns. We also
completed the sale of a large 1,600-home site in Nottinghamshire to our newly created joint venture with Homes England.
2025 2024
£m unless otherwise stated Partner Funded Open Market Other Total Total
Adjusted revenue 2,518.8 1,333.5 303.0 4,155.3 4,329.2
Add: government grant income
2
46.2 1.6 - 47.8 62.1
Less: other non-housing revenue
3
- - (303.0) (303.0) (204.8)
Total revenue for calculation of ASP 2,565.0 1,335.1 - 3,900.1 4,186.5
Total units (at 100%) 11,593 4,065 n/a 15,658 17,225
Less: joint venture and joint
operation eliminations
(1,158) (648) n/a (1,806) (1,980)
Units for calculation of ASP 10,435 3,417 n/a 13,852 15,245
ASP £246k £391k n/a £282k £275k
Change % vs 2024 +4% +2% n/a +3% n/a
2
Where the Group receives government grant income under the Group’s direct grant programmes with funders, this income is included in
the average selling price as it is a contribution towards the purchase price of specific affordable plots. No adjustment is needed where our
partners receive grant funding under their own programmes as it has no impact on the price paid to the Group. While cash was received
in prior periods when milestones were achieved, the income is recognised over time in line with the revenue for delivering the homes. Grant
income reduced in the period as fewer direct-funded units were delivered, with partners funding an increased proportion of units under their
own programmes.
3
Other non-housing revenue is excluded from the calculation of the average selling price. This comprised revenue from land sales of £180.0m
(2024: £91.3m), the re-sale of homes taken in part exchange of £102.6m (2024: £90.9m) and other sources of £20.4m (2024: £22.6m).
Annual Report and Accounts 2025
|
25
26
|
Vistry Group PLC
ADJUSTED OPERATING PROFIT AND MARGIN
Adjusted operating margin increased slightly year-on-year to 8.5%. The margin benefitted from a reduced contribution from
lower-margin sites in the former South division, however, this was largely offset by lower operating leverage, particularly in
the first-half of the year, due to the lower volumes, and higher overhead costs. Overheads increased as a result of additional
assurance activity, pay increases, higher employer NICs and higher levels of variable remuneration, which had been materially
lower in 2024 as the Group did not achieve its targets.
Adjusted operating profit was broadly in line with prior year, down 1% to £353.8m (2024: £358.2m). Reported operating profit rose
33% to £222.6m (2024: £167.0m), primarily due to lower exceptional items.
EXCEPTIONAL ITEMS
Exceptional items reduced to £29.4m (2024: £128.8m), comprising £12.8m for the voluntary binding commitment made by
the Group, alongside six other UK housebuilders, in response to the potential concerns investigated by the UK Competition
and Markets Authority (CMA), a net expense of £8.0m (2024: £114.7m) relating to building safety and £8.6m (2024: £14.1m) of
restructuring, integration and other costs. The contribution to the CMA was paid in January 2026.
BUILDING SAFETY
£m
2025 2024
Additions to provision 14.3 117.1
Additions to provision due to change in discount rate 3.1 -
Impairment of inventories - 16.8
Unwind of discounting on the provision 8.0 8.0
Recoveries income (17.4) (27.2)
Net expense 8.0 114.7
The net expense of £8.0m (2024: £114.7m) comprised a further provision of £14.3m relating to 11 additional buildings which
were identified during the year, a £3.1m rise in the existing provision due to a change in the discount rate used (2024: £nil),
£8.0m unwind of the existing discount (2024: £8.0m), less recoveries of £17.4m (2024: £27.2m). The overall cost estimate across
previously identified buildings remained broadly unchanged. Recoveries were lower in 2025 as a large one-off recovery was
received in the prior year.
Provision utilisation was £46.2m, with remediation completed during the year on 21 buildings. As at 31 December 2025, work was
ongoing on 57 buildings, with 173 in the pre-start phase of the remediation process.
£m
2025
Opening provision 324.4
Additions – additional buildings 14.3
Additions – change in discount rate 3.1
Unwind of discount 8.0
Utilisation (46.2)
Closing provision 303.6
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
27
NET FINANCE EXPENSE
The adjusted net finance expense decreased 10% to £85.0m (2024: £94.7m). Net bank interest payable was down 10% to
£52.0m as the lower blended rate on drawings of 6.3% (2024: 7.0%) more than offset the impact of a 5% rise in average daily
net debt to £733.7m (2024: £698.1m). Unwind of land creditor discounting was £22.0m (2024: £21.7m). While land creditors as
at 31 December 2025 were up on the prior year, this increase was mainly in the latter part of the year and therefore had limited
impact on the discount unwind.
Net joint venture interest payable is the Group’s proportional share of the net interest cost incurred by joint ventures.
This primarily relates to interest on external borrowings and unwind of land creditor discounting. Net joint venture interest
payable reduced to £7.1m (2024: £11.6m), reflecting lower borrowings and lower rates.
£m
2025 2024 Change
Net bank interest payable 52.0 57.6 -10%
Unwind of discount on land creditors 22.0 21.7 +1%
Interest on finance leases 5.6 5.4 +4%
Net interest on defined benefit pension schemes (1.7) (1.6) -6%
Net joint venture interest payable 7.1 11.6 -39%
Adjusted net finance expense 85.0 94.7 -10%
PROFIT BEFORE TAX
Adjusted profit before tax increased by £5.3m to £268.8m (2024: £263.5m), while reported profit before tax rose £91.3m to
£196.2m (2024: £104.9m). The increase in reported profit was much greater primarily as exceptional items, which are excluded
from adjusted profit, were lower in 2025 at £29.4m (2024: £128.8m).
TAX
The adjusted effective tax rate was 27.9%, resulting in an adjusted tax charge of £74.9m (2024: 28.3%, £74.6m). This was lower than
the rate of 29.0% that would be derived by applying the statutory tax rate of 25% and Residential Property Development Tax
(RPDT) of 4% as RPDT only applies to certain of the Group’s profits. The reported effective tax rate was 29.7% (2024: 29.0%), with
a reported tax charge of £58.2m (2024: £30.4m).
EARNINGS PER SHARE
Adjusted profit after tax increased 3% to £193.9m (2024: £188.9m). Adjusted basic earnings per share rose 6% to 59.3p
(2024: 55.9p), supported by fewer shares being in issue as a result of the ongoing buyback programme. Reported earnings
per share increased to 42.2p (2024: 22.0p), reflecting lower exceptional items.
CAPITAL EMPLOYED AND ROCE
Closing capital employed increased 3% to £2,583.4m (2024: £2,512.9m); average capital employed rose 4% to £2,548.2m
(2024: £2,461.8m). Inventories remain the largest component, comprising land of £1,932.4m and work in progress of £1,295.9m.
Land on the balance sheet rose by 3% in the year, despite the number of plots in our owned, non-joint venture land bank
increasing by 7%. The lower land cost per plot was driven by the disposal of some sites with a high land cost per plot and the
acquisition of some large, strategic sites and opportunistic purchases on favourable terms which took advantage of a subdued
land market. The majority of new sites were acquired on deferred payment terms, resulting in the Group’s land creditors
rising 34% to £989.7m.
Work in progress increased by 14% due to infrastructure spend on certain mixed-tenure sites, end-of-year delays in completions
and an increase in completed stock in London due to a particularly challenging Open Market sales environment. The Group
implemented tighter controls on work in progress at sites, with a particular focus on reducing the levels of completed stock,
and made good progress across most regions, with a reduction in completed stock of over £50m outside of London.
The Group continues to invest in new joint ventures. The carrying amount only increased 2% as loan repayments and dividends
from mature joint ventures were reinvested into new and earlier-stage schemes, including the Group’s new joint venture with
Homes England and a number of London apartment-led developments.
Other assets rose 9% driven by greater land receivables, related to the increase and the timing of land sales, and an increase in
trade receivables due to the higher weighting of activity to Q4. Other liabilities reduced 2% due to lower deferred grant income
as monies were received in the prior year for work to be completed in 2025. ROCE decreased 70bps to 13.9% (2024: 14.6%).
FINANCIAL REVIEW
continued
28
|
Vistry Group PLC
NET ASSETS
Net assets increased 3%, principally due to profit after tax exceeding the share buybacks in the year.
While the retirement benefit asset was broadly unchanged, the trustees of the Group’s three defined benefit schemes completed
buy-in transactions with Pensions Insurance Corporation plc during December to insure the benefits of the members. This passes
all material longevity and investment risks to the insurer in return for an upfront premium.
The buy-in policies are accounted for as assets of the schemes, valued in line with the obligations they are insuring. The difference
between the premium paid and carrying value of the insurance policy asset was immaterial. The Group continues to recognise
the scheme surpluses as it will be entitled to any surplus remaining when the last members exit the pension schemes in
the future.
£m 2025 2024 Change
Work in progress (including part exchange properties) 1,295.9 1,133.3 +14%
Land 1,932.4 1,875.0 +3%
Land creditors (989.7) (739.9) +34%
Net inventories 2,238.6 2,268.4 -1%
Investment in joint ventures 680.8 614.0 +11%
Amounts due from joint arrangements 143.8 152.5 -6%
Amounts payable to joint arrangements (188.0) (143.3) +31%
Total joint ventures 636.6 623.2 +2%
Other assets 783.5 721.5 +9%
Other liabilities (1,075.3) (1,100.2) -2%
Capital employed 2,583.4 2,512.9 +3%
Building safety provision (303.6) (324.4) -6%
Retirement benefit asset 32.2 31.7 +2%
Tangible net assets 2,312.0 2,220.2 +4%
Goodwill 827.6 827.6 -
Intangible assets 329.2 368.8 -11%
Net debt (144.2) (180.7) -20%
Net assets 3,324.6 3,235.9 +3%
£m
2025 2024 Change
Opening capital employed 2,512.9 2,410.6 +4%
Closing capital employed 2,583.4 2,512.9 +3%
Average capital employed 2,548.2 2,461.8 +4%
£m unless otherwise stated
2025 2024 Change
Adjusted operating profit 353.8 358.2 -1%
Average capital employed 2,548.2 2,461.8 +4%
ROCE 13.9% 14.6% -70bps
NET DEBT AND CASH FLOW
The Group started the year with net debt of £180.7m. The cash inflow before buybacks was £107.7m, comprising adjusted profit
before tax of £268.8m, working capital outflow of £75.4m, outflow to joint ventures of £4.2m, exceptional cash outflows of
£46.3m, corporation tax paid of £31.8m and other cash outflows of £3.4m. After £71.2m of buybacks, closing net debt improved
to £144.2m.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL REVIEW
continued
Annual Report and Accounts 2025
|
29
Working capital
The outflow of £75.4m was £16.1m lower than 2024, with greater use of deferred payment terms on new land acquisitions
enabling the Group to reduce the capital invested in land (comprising land and land creditors) and contributing £192.4m to
operating cash flow. This benefit was partially offset by increased spend on work in progress of £162.6m. Levels of work in
progress remained high due to the slower sales rate for Open Market homes coupled with the need for earlier stage investment
on some large apartment-led schemes in London. The outflow from increased receivables was due to the higher weighting of
activity to Q4 and increased land receivables. The payables outflow arose due to lower deferred income, where a favourable
payment profile meant that cash, including grant income, was received in the prior year for work completed in the current year.
Joint ventures
The Group made a further net investment of £4.2m into its joint ventures. This was principally through loans made by the Group,
alongside its partners, to fund land and work in progress in the joint ventures.
Exceptional cash flows
The net outflow on building safety reduced to £32.0m (2024: £36.8m), with gross spend of £45.3m (2024: £58.8m) offset by
recoveries of £13.3m (2024: £22.0m). Net spend on building safety is expected to increase to c. £70m in 2026. The exceptional
cash outflow on integration and restructuring was £14.3m (2024: £17.8m).
Tax and distributions
Corporation tax paid was £31.8m and shareholder distributions were £71.2m, relating to 11.5 million shares purchased through
buybacks.
£m
2025 2024 Change
Opening net debt (180.7) (88.8) -91.9
Adjusted profit before tax 268.8 263.5 +5.3
Working capital movements:
Land (57.4) 6.7 -64.1
Land creditors 249.8 77.7 +172.1
Total land 192.4 84.4 +108.0
WIP (162.6) (35.2) -127.4
Receivables (excluding amounts owed from joint ventures) (53.8) (84.8) +31.0
Payables (excluding amounts owed to joint ventures) (51.4) (55.9) +4.5
Working capital outflow (75.4) (91.5) +16.1
Net investment in joint ventures (4.2) (28.9) +24.7
Exceptional building safety spend (net of recoveries) (32.0) (36.8) +4.8
Other (17.7) (14.3) -3.4
Taxation (31.8) (11.3) -20.5
Cash inflow before shareholder distributions 107.7 80.7 +27.0
Shareholder distributions (71.2) (172.6) +101.4
Net cash inflow/(outflow) 36.5 (91.9) 128.4
Closing net debt (144.2) (180.7) 36.5
As at 31 December 2025, total available facilities were £1,130.0m (2024: £1,080.0m) with £500.0m (2024: £645.7m) drawn.
On 1 July 2025, the Group refinanced the term loan and RCF, with both extended to 30 April 2028 on existing terms. In addition,
the Group secured a £50.0m uncommitted trade loan facility with flexible borrowing tenors to support short-term, in-month,
borrowing requirements. The uncommitted facilities comprise the £50m trade loan, a £75m money market line and a £5m
overdraft facility and are all with banks within our RCF and term loan banking syndicate.
30
|
Vistry Group PLC
Facility
£m
Available Maturity Margin 2025 2024
Revolving credit facility (500.0) Apr 2028 SONIA + 1.6-2.5 ppts - -
Term loan (400.0) Apr 2028 SONIA + 1.9-3.1 ppts (400.0) (400.0)
USPP loan
4
(100.0) Feb 2027 4.03 ppts (102.7) (103.7)
Money market line (75.0) Rolling SONIA plus margin - -
Trade loan (50.0) Rolling SONIA plus margin - -
Overdraft facility (5.0) Rolling BoE Base + 1.5 ppts - -
Prepaid facility fee 4.8 2.7
Total borrowings (1,130.0) (497.9) (501.0)
Cash 353.7 320.3
Net debt (144.2) (180.7)
4
The carrying value of the USPP loan includes the fair value of future interest payments of £3.2m (2024: £3.7m) as the loan was acquired through
a historical acquisition
. The drawings of £100.0m are equal to the total available facility.
SHAREHOLDER DISTRIBUTIONS
In September 2024, the Group commenced a £130m buyback comprising a £55m ordinary distribution in lieu of the 2024 interim
dividend and a special buyback of up to £75m. By 3 March 2026, £101m has been completed with £29m expected to complete by
the end of 2026.
FORWARD ORDER BOOK
The forward order book decreased 10% to £4.0bn (2024: £4.4bn), with Partner Funded down 10% to £3.7bn, reflecting a slow
down in new contracts being agreed due to the transition between the 2021–2026 and 2026–2036 Social and Affordable Homes
Programmes during 2025. The Group secured over £2.1bn of Partner Funded contracts in 2025, providing strong visibility for
2026 delivery.
£m
2025 2024
Open Market 285 285
Partner Funded 3,726 4,156
Total 4,011 4,441
LAND BANK
The land bank represents 4.3 years of supply (2024: 4.4 years). Over the medium term, we expect this to reduce to <4.0 years in
line with our Partnerships business model. The Group added 11,864 plots across 34 sites, with 21% (2024: 31%) of plots controlled
rather than owned. Over the medium term, the Group expects around one-third of the land bank to be controlled rather than
owned. The proportion of owned acquisitions was particularly high this year, with the Group taking advantage of a subdued land
market, securing a number of sites on favourable terms.
Number of plots
2025 2024
Owned (excluding joint ventures) 36,504 34,233
Owned - joint ventures (100%) 15,166 17,048
Total owned 51,670 51,281
Controlled (excluding joint ventures) 9,147 12,230
Controlled - joint ventures (100%) 10,684 10,509
Total controlled 19,831 22,739
Total 71,501 74,020
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
STRATEGIC LAND
Strategic land remains an important supply source. During the year, 2,538 plots were added to the strategic land bank. Planning
permissions were obtained for 621 plots which were subsequently transferred into the consented land bank, 632 plots were
disposed of through land sales and 1,136 plots were removed or adjusted out of the strategic land bank. As at 31 December 2025,
the Group held 76,368 plots across 177 sites, broadly in line with the prior year.
As at 31 December 2025
Total sites Total plots
0 - 150 plots 51 4,287
150 – 300 plots 50 10,229
300 – 500 plots 33 11,603
500 – 1,000 plots 23 14,722
1,000+ plots 20 35,527
Total 177 76,368
Planning agreed 23 8,019
Planning application 13 7,782
Ongoing application 141 60,567
Total 177 76,368
At 31 December 2024 182 76,219
Change -3% -
TIM LAWLOR
Chief Financial Officer
3 March 2026
Annual Report and Accounts 2025
|
31
FINANCIAL REVIEW
continued
32
|
Vistry Group PLC
ALTERNATIVE PERFORMANCE MEASURES
In addition to the IFRS (reported) measures disclosed throughout the Annual Report and Accounts, the Group uses certain non-IFRS
alternative performance (adjusted) measures to assess its operational performance. Adjusted measures are presented in order to
better reflect the contribution of the joint venture investments to the Group’s performance and to enable the reader to identify a
more consistent basis for comparing performance between financial years. They also reflect an important aspect of the way in which
operating targets are defined and performance is monitored by management.
ALTERNATIVE
PERFORMANCE MEASURE DEFINITION
Adjusted revenue Statutory revenue plus the Group’s proportional share of joint ventures‘ revenue.
Adjusted operating profit Statutory operating profit excluding exceptional items and amortisation of acquired
intangible assets plus the Group’s proportional share of joint ventures’ operating profit.
Adjusted operating margin Adjusted operating profit divided by adjusted revenue.
Adjusted net finance expense Statutory net finance expense excluding exceptional items plus the Group’s proportional
share of joint ventures’ net finance expense.
Adjusted profit before tax
Statutory profit before tax excluding exceptional items, amortisation of acquired
intangible assets and the Group’s proportional share of joint ventures’ tax.
Adjusted income tax expense
Statutory income tax expense excluding the tax effect of exceptional items and
amortisation of acquired intangible assets, tax on joint ventures included in profit before
tax and the adjustment of one-off tax items.
Adjusted effective tax rate (ETR)
Adjusted ETR represents the underlying tax rate for the Group before the impact of one-
off tax items, and is defined as the statutory headline rate adjusted for Group’s liability to
Residential Property Developer Tax (RPDT).
Adjusted basic earnings
per share (EPS)
Adjusted profit before tax less adjusted income tax expense, divided by the weighted
average number of ordinary shares for the year.
Net debt Cash and cash equivalents less total borrowings (excluding lease liabilities).
Capital employed
Statutory net assets less goodwill, intangible assets, net debt, retirement benefit asset
and the building safety provision.
Tangible net asset value (TNAV) Statutory net assets less goodwill, intangible assets and net debt.
Return on capital employed (ROCE) Adjusted operating profit divided by average capital employed.
RECONCILIATION OF ADJUSTED MEASURES TO REPORTED MEASURES (WHERE APPROPRIATE)
PROFIT OR LOSS ACCOUNT
2025
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of profit
from joint
ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures 3,613.7 222.6 (50.5) 24.1 196.2 (58.2) 138.0
Adjusting items:
Exceptional items - 21.4 8.0 - 29.4 (4.6) 24.8
Share of joint ventures 541.6 70.2 (42.5) (24.1) 3.6 (3.6) -
Amortisation of acquired
intangible assets
- 39.6 - - 39.6 (11.5) 28.1
Other tax items - - - - - 3.0 3.0
Total adjusting items 541.6 131.2 (34.5) (24.1) 72.6 (16.7) 55.9
Adjusted measures 4,155.3 353.8 (85.0) - 268.8 (74.9) 193.9
HOW THE NUMBERS ARE CALCULATED
Annual Report and Accounts 2025
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33
2024
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of profit
from joint
ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures 3,779.3 167.0 (65.4) 3.3 104.9 (30.4) 74.5
Adjusting items:
Exceptional items - 99.9 8.0 20.9 128.8 (37.3) 91.5
Share of joint ventures 549.9 51.8 (37.3) (24.2) (9.7) 9.7 -
Amortisation of acquired
intangible assets
- 39.5 - - 39.5 (11.4) 28.1
Other tax items - - - - - (5.2) (5.2)
Total adjusting items 549.9 191.2 (29.3) (3.3) 158.6 (44.2) 114.4
Adjusted measures 4,329.2 358.2 (94.7) - 263.5 (74.6) 188.9
REVENUE BY TYPE
2025 2024
Reported
measures
£m
Adjusting
items
£m
Adjusted
measures
£m
Reported
measures
£m
Adjusting
items
£m
Adjusted
measures
£m
Open Market sales 1,117.5 216.0 1,333.5 1,256.1 232.1 1,488.2
Partner Funded sales 2,231.4 287.4 2,518.8 2,347.2 289.0 2,636.2
Other 264.8 38.2 303.0 176.0 28.8 204.8
Revenue 3,613.7 541.6 4,155.3 3,779.3 549.9 4,329.2
EPS
2025 2024
Adjusted profit for the year (£m) 193.9 188.9
Weighted average number of ordinary shares (m) 326.9 338.1
Adjusted basic earnings per share (pence) 59.3 55.9
TNAV AND CAPITAL EMPLOYED
TNAV measures the intrinsic value of the tangible assets held by the Group. Capital employed is a key input for determining
ROCE and represents the capital used to generate adjusted operating profit.
2025
£m
2024
£m
Net assets 3,324.6 3,235.9
Less: Goodwill (827.6) (827.6)
Intangible assets (329.2) (368.8)
Net debt 144.2 180.7
Tangible net assets 2,312.0 2,220.2
Retirement benefit asset (32.2) (31.7)
Building safety provision 303.6 324.4
Capital employed 2,583.4 2,512.9
Opening capital employed 2,512.9 2,410.6
Closing capital employed 2,583.4 2,512.9
Average capital employed 2,548.2 2,461.8
ROCE
ROCE measures the efficiency of capital use by the Group.
2025 2024
Adjusted operating profit (£m) 353.8 358.2
Average capital employed (£m) 2,548.2 2,461.8
ROCE (%) 13.9 14.6
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
34
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Vistry Group PLC
FORWARD ORDER BOOK
The Group’s forward order book comprises the unexecuted element on contracts including those which are reported within its
joint ventures. The Directors believe that showing the Group’s share of joint venture orders better reflects the full scale of the
Group’s pipeline. Additionally, reservations made on Open Market sales have been included, given they are a commitment made
by a customer against a specific plot.
2025
£m
2024
£m
Transaction price allocated to unsatisfied performance obligations on contracts 3,344.0 3,711.6
Adjusting items:
Share of forward orders included within the Group’s joint ventures 381.7 551.2
Open Market reservations 285.5 178.0
Forward order book (adjusted measure) 4,011.2 4,440.8
OTHER KEY DEFINITIONS AND TERMS
The following table includes definitions of key terms used throughout the Annual Report and Accounts which haven’t been
defined elsewhere.
TERMS DEFINITION
New home
completions
The number of homes sold in the financial year, including joint venture completions. For Open
Market homes, this is the number of legal completions during the year. For Partner Funded homes,
this represents the equivalent number of units sold, based on the proportion of work completed
under a contract during the year.
Land bank
The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) which have planning consent.
Land development
opportunities
The total number of plots expected to be deliverable on land owned or controlled by the
Group (including in joint ventures) or through other contractual arrangements which have
planning consent.
Strategic land bank The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) without planning consent.
Forward order book The Group’s share of future revenue that will be derived from signed contracts, letters of intent or
open market sales reservations including the Group’s share of joint ventures’ forward order book.
HBF score The Home Builders Federation (HBF) undertakes customer satisfaction surveys. Survey forms are
sent to customers at both 8 weeks and 9 months after they complete the purchase of their new
home. The score measures the percentage of respondents answering ‘yes’ to the key question
“Would you recommend your builder to a friend?”.
To achieve a 5-star rating, an average score of 90% or more is required on the 8-week surveys.
NHBC Reportable
Items (RIs)
The average number of all RIs received within the period across all inspections carried out on
sites registered with the National House Building Council (NHBC). An RI is any contravention of the
NHBC technical standards or building regulations recorded at any key build stage or
frequency visit.
NHBC Construction
Quality Review (CQR)
An independent, site-based review undertaken by NHBC of the quality of construction. The CQR
score is the average score received within the period across all reviews carried out on sites
registered with the NHBC.
Annual Report and Accounts 2025
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35
TERMS DEFINITION
Employee
engagement score
The Vistry Group employee survey, run by Culture Amp, covers a number of different topics,
including various drivers, all of which contribute towards the overall sense of engagement amongst
our teams. Surveys are run twice per year.
Voluntary attrition
The number of employees who resigned and retired from the organisation as a percentage of the
average total number of employees in the year.
Accident Incident Rate
(AIR)
The number of reportable accidents per 100,000 workers on site.
Service Strike Incident
Rate (SSIR)
The number of service strikes per 100,000 workers on site.
Scope 1
Greenhouse Gas
(GHG) Emissions
Scope 1 emissions are direct emissions from owned or controlled sources. These include natural gas,
biomass, company cars, leased vans and fuel utilised for operations. They are measured
in tCO
2
e.
Scope 2
Greenhouse Gas
(GHG) Emissions
Scope 2 emissions are indirect emissions from the generation of purchased electricity used in our
offices, sites and plots before they are handed over as well as electricity from electric vehicles.
They are measured in tCO
2
e.
Scope 3
Greenhouse Gas
(GHG) Emissions
Scope 3 emissions are all indirect emissions (not included in scope 2) that occur in our supply chain.
They are measured in tCO
2
e.
Net-zero
Net-zero is when any remaining GHG emissions are neutralised through carbon removals. For Vistry,
this requires a minimum absolute Scope 1 and 2 GHG emissions reduction of 90% and scope 3 GHG
emissions reduction of 97% per m
2
by 2040 from a 2022 base year. Carbon offsets will be used as a
last resort to offset residual emissions. If used, these offsets will meet the following criteria: Verified
Carbon Standard (VCS), Gold Standard Verified Emissions Reduction (GS VER), Voluntary Offset
Standard (VOS), Climate Community and Biodiversity Standards (CCB) or will meet the requirements
of the Quality Assurance Standard for Carbon Offsets.
Non-hazardous
construction waste
diverted from landfill
The percentage of waste removed from sites without using incinerators or landfill.
Local Social Economic
Value (LSEV)
The combination of the Local Economic Value (the positive economic impact created within the
immediate community, such as local jobs, local spending, and supporting local businesses) and the
Social Economic Value (the wider social, environmental, and economic benefits created).
Induced
Socio-economic value
(ISEV)
Total induced value quantified by the societal impact of mixed-tenure developments.
Affordable home
completions
Affordable homes include social rent, affordable rent, intermediate rent, right to shared ownership,
right to buy, rent to buy, shared ownership, first home/discounted market sale.
Additional
affordable homes
Represents homes delivered above planning requirements (therefore does not include S106 homes).
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
HOW THE NUMBERS ARE CALCULATED
continued
36
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Vistry Group PLC
BUILDING SUSTAINABLE PLACES
As the UK’s largest developer of affordable homes, delivering one in seven across England and
Wales in 2025, sustainability and social value remain central to our purpose. Our Partnerships
model embeds sustainability into our long-term strategy, guided by a framework with
clear targets and actions.
SUSTAINABILITY REPORT
FINANCIAL MATERIALITY
IMPACT MATERIALITY ‘AFFECTED’ EXTERNAL STAKEHOLDERS
Health Safety
& Wellbeing
Energy & GHG emissions
Affordable Homes
Biodiversity
Climate Change
Preparedness
Waste & Resource
Efficiency
Ethical & Responsible Business
Air Quality in Operations
Water efficiency
Talent Attraction, Development & Retention
Sustainable & Local Procurement
Innovation
Diversity, Equality
& Inclusion
Brand Reputation, Product Quality, Customer Care
Social Value
& Community
Engagement
Sustainable
& Low
Carbon
Housing
Employee Human
Rights and Labour
Standards
Risk Management
Placemaking
& Building
Communities
90%
80%
70%
60%
50%
40%
30%
20%
20% 30% 40% 50% 60% 70% 80% 90%
This year, we assessed sustainability issues to determine
financial, social and environmental impact. This was an update
of the assessment completed in 2023. Our focus was to
determine how fit for purpose our sustainability strategy
is under a Partnerships approach. We built on previous work
by interviewing seven key partners and facilitating an internal
workshop. The findings are shown in the materiality matrix
below that shows the proportion of internal and external
stakeholders who considered each of the issues to have a
‘significant’ or ‘major’ potential impact on Vistry and our
stakeholders. Material issues are shown within the red box.
We concluded that Social Value and Community Impact are of
increased importance under our Partnerships model and are
critical considerations in influencing partner decisions when
they are selecting developer partners or negotiating land
purchases. To respond to this, during the year, we worked with
partners to calculate Induced Socio-economic Value (ISEV) of
mixed-tenure communities which totalled £109m. We
increased our focus on working with local sub-contractors
which helped to increase our Local Social Economic Value
(LSEV) to £706m for 2025.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
37
BUILDING COMMUNITIES
SOCIAL VALUE
& COMMUNITY IMPACT
AFFORDABLE HOMES BIODIVERSITY PLACEMAKING
By placing people and communities at the heart of our
decision-making process, we build sustainable communities
that last and flourish.
To ensure that everyone’s needs remain central, we follow
the Vistry ‘Building Communities’ approach on every project;
from master-planning and design, through to building
and aftercare, working closely with communities and
stakeholders throughout the development journey.
CLIMATE & RESOURCES
ENERGY & GHG EMISSIONS WASTE & RESOURCE EFFICIENCY SUSTAINABLE & LOW CARBON HOUSING
Working to be a net-zero
organisation by 2040 and
improving operational processes.
Manage and reduce waste in line
with the waste hierarchy and
embracing circular economy principles.
Reducing the environmental impact of
the materials we use in our operations.
Designing and delivering house types
that minimise Greenhouse Gas (GHG)
emissions, running costs and the
environmental impact. The use of modern
methods of construction (MMC).
OUR PEOPLE
EQUALITY, DIVERSITY
& INCLUSION
HEALTH, SAFETY & WELLBEING
TALENT ATTRACTION,
DEVELOPMENT & RETENTION
Ensuring we continue to create an
inclusive environment where our
people can thrive, develop and
excel in what they do.
Prioritising the health and safety of
our employees and subcontractors in
everything we do.
Attract, develop and retain the best people;
making Vistry a great place to work.
For more information on our sustainability governance structure refer to the TCFD report on page 45, and the inclusion of
sustainability targets within our LTIP on page 118.
We encourage you to read this section in conjunction with the detailed narrative and case studies that you will find on our
corporate website: www.vistry.co.uk/our-partnerships-model/building-sustainable-places
HIGHLIGHTS IN 2025
4,669 2,000+ 1,100+ 22% Zero £815m 732
Additional
affordable
home
completions.
Helping more
people access
affordable
housing.
Visitors to
our Vistry
Innovation
Centre over
the last
two years.
Showing new
technology
to support
our net-zero
ambitions.
Zero-carbon-
ready homes
completed.
Building
future-proof
homes at scale.
Drop in Scope
1 & 2 GHG
emissions
compared
to a 2022 base
year. Cutting
GHG emissions
by using
alternative
fuels and
battery
generators.
In contract
to deliver 60
‘zero-bills
Homes’ with
Octopus
Energy.
Combined
total of
Induced Socio-
economic
tenure values
(£109m) and
generated
Local Social
Economic
Value (£706m).
Total number
of learners
who passed
through our
on-site skills
academies
in 2025.
The key issues that form our Sustainability Strategy are shown and explained in the table below. Additional material issues
identified through our assessment, but not addressed within this section, are reported elsewhere in this Annual Report. For
example, Customer Satisfaction and Quality are reflected in our HBF and CQR Scores (see page 22), while climate change
preparedness is covered in detail within our climate-related disclosures (see page 39).
38
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Vistry Group PLC
PRIORITY AREA: BUILDING COMMUNITIES
By placing people and communities at the heart of our decision-making, we create sustainable places where people love to
live. We ensure that people’s needs remain central at every stage from masterplanning and design through to construction and
aftercare by working closely with communities and stakeholders throughout the entire development journey.
OUR COMMITMENTS AND PROGRESS
Progress against our targets is outlined in the table below.
SDGs COMMITMENT STATUS PROGRESS IN 2025
SOCIAL VALUE AND COMMUNITY IMPACT
325 learners passing through the
Vistry skills academy in 2025.
• 732 learners passed through our academies in 2025.
• Timber frame installer course launched to help address
skills shortage.
Develop method to calculate
Induced Socio-economic
Value (ISEV) by mixed-tenure
developments and calculate
Local Social Economic Value
(LSEV).
• £706m of LSEV.
• £109m of induced socio-economic value through mixed-
tenure development.
PLACEMAKING
Implement the ‘Building for a
Healthy Life’ approach on every
new project from 2024.
• The Building for a Healthy Life approach is now included in
our ‘Life of Site’ process, meaning every project will follow
the principles.
BIODIVERSITY
A bird nesting or box installed
for every new home built as
well as hedgehog highways
as standard on every new
development taken through
planning from 1 September 2024.
• Signed up to the Future Homes Hub, Homes for Nature
Commitments to install bird boxes and hedgehog highways
and have included this in our Life of Site process.
• We will report total installations during 2026.
AFFORDABLE HOMES
Achieve a year-on-year
increase in additional
affordable home completions
beyond planning requirements.
• 4,669 additional affordable homes completions in 2025
(2024: 4,371) representing homes that are completed beyond
planning requirements.
United Nations Sustainable Development Goals Reporting: Our sustainability strategy aligns with the UN Sustainable Development
Goals, supporting global change and growth. While our operations are UK-based, our value chain has global reach. We reviewed all
17 SDGs and identified those most relevant to our priorities.
ACHIEVED ON TRACK NOT MET
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
39
SUSTAINABILITY REPORT
continued
PRIORITY AREA: CLIMATE & RESOURCES
We are committed to becoming a net-zero organisation by 2040 and continually improving our operational processes to reduce
waste, in line with the waste hierarchy and circular economy principles. We aim to minimise the environmental impact of the
materials we use across our operations and to design and deliver homes that reduce greenhouse gas (GHG) emissions, lower
running costs for our customers, and lessen their overall environmental footprint. This includes increasing our use of modern
methods of construction (MMC) to improve efficiency, quality and sustainability.
OUR COMMITMENTS AND PROGRESS
Progress against our targets is outlined in the table below.
SDGs COMMITMENT STATUS PROGRESS IN 2025
ENERGY & GHG EMISSIONS
42% reduction in absolute Scope
1 and 2 GHG emissions by 2030
from a 2022 base year.
• Reduced absolute Scope 1 and 2 GHG emissions by 22%
compared with our 2022 baseline.
• Delivered through increased use of alternative fuels,
deployment of battery storage units on generators, and the
rollout of regional sustainability scorecards to monitor and
drive performance.
51.6% reduction in Scope 3 GHG
emissions per m
2
of completed
housing by 2030 from a 2022
base year.
• Reduced Scope 3 GHG emissions intensity by 26% compared
to baseline.
• Achieved through 4,600 timber frame homes delivered
in 2025 (2024: 2,900), improved energy performance of
homes, including >1,100 zero-carbon-ready homes.
Commitment to achieve net-zero
by 2040.
• Emissions reductions in-line with SBTi pathway.
• A- score in CDP Climate Change, signaling our leadership
and implementation of current best practices.
WASTE AND RESOURCE EFFICIENCY
Achieve a non-hazardous
construction waste intensity of
<6.5t/100m
2
of construction
waste by 2025 and <1.9t/100m
2
by 2030.
• Non-hazardous construction waste intensity 7.21 t/100m².
• This year marks the first time our waste data has not
required estimation, providing a robust and reliable baseline.
This improved data quality gives us a confident platform
from which to accelerate waste reduction in 2026 through
the delivery of our Waste Action Plan.
From 2025, divert more than 98%
of non-hazardous construction
waste from landfill.
• We diverted 99.5% of non-hazardous construction waste
from landfill.
SUSTAINABLE AND LOW CARBON HOMES
Achieve reduction in tCO
2
e in new
homes planned from 2025, in line
with Future Homes Standard.
• Delivered >1,100 zero-carbon-ready homes in 2025.
• Over 2,000 visitors attended the Vistry Innovation Centre.
• We are delivering 60 ‘zero-bills homes’ in partnership with
Octopus Energy.
Achieve <96L of water per person
per day (LPPPD) in new homes
by 2030.
• Our standard house type designs achieved 98.7 LPPPD.
• We aim to balance user experience and efficiency and are
committed to the Future Homes Hub Water Ready Roadmap.
Complete at least one post-
occupancy evaluation project
each year from 2024.
• We are yet to complete detailed post-occupancy evaluation.
Develop capacity to deliver
c.8,000 timber frame homes per
year in our factories.
• Our factories have capacity to deliver >10,000 homes per year.
• 4,600 timber frame homes complete in our factories in 2025.
ACHIEVED ON TRACK NOT MET
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Vistry Group PLC
PRIORITY AREA: OUR PEOPLE
In 2025, we launched our updated People Strategy for 2025–2028, focused on three priorities: Leadership and Career Framework,
Future Talent and Succession, and Employee Experience. Shaped by employee feedback, the strategy strengthens leadership,
supports career growth, nurtures talent, and enhances workplace experience, creating an inclusive environment where everyone
can thrive and contribute to Vistry’s success.
OUR COMMITMENTS AND PROGRESS
Progress against our targets is outlined in the table below.
SDGs COMMITMENT STATUS PROGRESS IN 2025
HEALTH, SAFETY AND WELLBEING
To keep our Accident Incident
Rate (AIR) below the industry
benchmark.
• Commenced the year with an AIR of 210, already significantly
below the Health and Safety Executive (HSE) construction
industry benchmark of 341, and we closed the year with an
improved AIR of 197.
To remain firmly committed to
keeping our people safe and to
driving continuous improvement
across the business.
• During the year, we delivered 359 (2024: 109) SHE-related training
courses and workshops, reinforcing safe behaviours
and improving competence across our sites.
TALENT ATTRACTION, DEVELOPMENT AND RETENTION
To be an employer of choice and
attract the best talent.
• Recognised as a ‘Top Employer’ by the Top Employers Institute for
the fourth consecutive year.
• Secured a place in the Top 50 UK & Ireland Inspiring Workplaces
for the second-year running.
• Earned a place in the Global Top 100 Inspiring Workplaces list.
To provide careers and tailored
career development plans to
retain and grow our talent.
• Launched a new strategy built around three core priorities:
Leadership and Career Framework; Future Talent and
Succession and Employee Experience.
• Launched a structured Line Manager Development Programme.
Retain Gold accreditation
membership with 5% Club
recognising our commitment
to future talent.
• Retained Gold accreditation with the 5% Club.
• In addition to existing programmes, we launched the Trainee
Timber Frame Installer Programme.
EQUALITY, DIVERSITY AND INCLUSION
Communication: Providing open
and transparent communication.
• Four networks (Women’s Network, Pride Network, REACH
Network and Accessibility Allies) remain active and provide regular
communication including quarterly stories shared in newsletters.
Engagement and action: Making
everyone feel part of our
‘One Vistry’ approach.
• 11 ED&I focussed jobs boards are used to attract diverse applicants.
Practice and policies: Treating
everyone fairly and consistently.
• Quarterly reviews completed to ensure inclusive practices
and language.
• ED&I data captured - 68.4% of people have submitted data.
Access: Creating a workplace
where we all feel welcome and
able to achieve.
• Launched a new virtual work experience programme for young
people to learn more about housebuilding careers.
• Offices are evaluated to review their accessibility and to identify
any accessibility improvements.
Education: Building
understanding and changing
attitudes and behaviours.
• Four ‘Develop Her’ days held to support aspiring
Women leaders.
• Regular events held on ED&I calendar to raise awareness.
ACHIEVED ON TRACK NOT MET
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
41
SUSTAINABILITY REPORT
continued
CULTURE AND ENGAGEMENT
In 2025, our focus on purpose, strategy, and values
strengthened an inclusive workplace culture, enabling
meaningful impact for Vistry, customers, partners,
and colleagues.
As of 31 December 2025, the Group employed 4,406
people (2024: 4,586). Employee total turnover was 26.9%
(2024: 19.99%), with voluntary turnover at 18.6% (2024: 15.4%).
The stability index stood at 78% (2024: 82.3%), reflecting
improved workforce retention.
In 2025, the organisation transitioned to CultureAmp as its
employee engagement survey provider. The survey centred on
five key engagement questions drawn from the main survey,
with each item rated on a five-point scale ranging from Strongly
Agree to Strongly Disagree. The employee engagement survey
in July 2025, achieved 76% participation and a 59% favourable
score. Targeted actions led to an improved 62% favourable
score in the November pulse survey. We were pleased to learn
that 69% would recommend Vistry as a great place to work
which is 4% above the CultureAmp benchmark.
PEOPLE DEVELOPMENT
In 2025, we expanded opportunities for our people to
grow and advance, with career pathways and personalised
development plans at the core of our talent strategy.
Our in-house team delivered a wide range of learning
solutions, from virtual classrooms and interactive webinars,
to in-person workshops and team-building sessions, scaling
capacity to meet rising demand.
We launched a structured Line Manager Development
Programme, giving managers a tailored, self-directed journey
to build capability, confidence, and character.
Through Vistry Learn, colleagues accessed engaging, flexible
training anytime, anywhere. In 2025 alone:
• 60,440+ e-learning courses completed
(including mandatory training).
• 2,500+ internal and external courses completed.
LEADERSHIP PROGRAMMES
Our leadership programmes are central to succession
planning, equipping current and future leaders to excel.
In 2025, 15 senior leaders joined our tailored Cranfield School
of Management programme.
For new managers, the Foundation for Leaders programme
delivers essential tools to lead with impact. For experienced
managers, Building Leaders strengthens skills and confidence
to thrive at Vistry.
Across four cohorts, 65 colleagues took part in these internal
programmes, developed by our People Development Partners.
Feedback remains outstanding with 100% of delegates
recommending the programmes, with all agreeing they were
highly beneficial.
TRAINEES AND APPRENTICESHIPS
In 2025, we strengthened support for early careers, emerging
talent, and upskilling across Vistry. We funded 584 professional
memberships and continue to invest in apprentices, trainees,
graduates, and employees advancing through apprenticeships.
Additionally, we have supported 130 colleagues through
educational sponsorship.
We proudly launched the UK’s first Timber Frame Installer
Programme with T3 and Barnsley College, for 15 trainees across
Yorkshire, Cheshire, and Leicestershire. Backed by CITB, HBF,
and the Structural Timber Association, this pioneering initiative
tackles industry skills shortages and promotes sustainable
housebuilding. The programme was also shortlisted at the STA
Awards for ‘Pioneer of the Year’.
We retained our Gold accreditation with the 5% Club,
recognising our significant contribution to employee
development through earn-and-learn schemes
including apprenticeships, graduate programmes, and
sponsored placements.
EQUALITY, DIVERSITY AND INCLUSION (ED&I)
In 2025, we refreshed our ED&I strategy, focusing on five
key areas: Communication; Engagement and action; Practices
and policies; Access; and Education to build a workplace that
truly reflects the communities we serve. This commitment
strengthens our ability to attract, retain, and empower diverse
talent, driving innovation and growth.
Our data-led approach is delivering results: by September
2025, voluntary ED&I data submission rose to 68.4% (2024:
38.7%), giving us deeper insight into workforce composition
and programme impact. Our July 2025 survey rated ED&I at
83% favourable, outperforming the UK benchmark by +4%.
For more on diversity and inclusion, see the Nomination
Committee Report on page 92.
GENDER PAY GAP
In 2025, our initiatives cut the mean gender pay gap to 13.9%
(2024: 16.3%) and the median gap to 18% (2024: 19.9%). We
remain committed to closing these gaps, with a strong focus
on increasing gender diversity in senior roles.
ED&I HIGHLIGHTS FROM 2025
• 136 female promotions.
• Four in-person ‘Develop-Her’ training days, engaging
160+ women.
• Two new cohorts of the Women in Leadership Programme.
• Continued partnerships with HBF and Pathway CTM on
Women into Homebuilding, offering training, placements,
and career pathways into site management.
• Ongoing monitoring of ED&I engagement survey questions.
• Women represented 33% of our workforce at the end
of 2025.
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Vistry Group PLC
EMPLOYEE NETWORKS
Our four employee networks: Women’s Network, Pride
Network, REACH Network, and Accessibility Allies,
expanded their reach through events that educate,
empower, and champion minority groups. Together, they
are helping embed an inclusive culture where diversity is
recognised as a vital driver of Vistry’s success.
DISABILITY
We are committed to fostering an inclusive workplace
where disabled colleagues can thrive. Our recruitment and
career development policies ensure equal opportunities,
and we provide tailored support and reasonable
adjustments to remove barriers. In 2025, we expanded our
Accessibility Allies Network and conducted an accessibility
audit across our offices, reinforcing our commitment to
disability inclusion as part of our wider diversity strategy.
AREA APPROACH
Policy Equal opportunities for disabled
people; updated D&I policy (2025).
Workplace
inclusion
Commitment to adjustments and
inclusive culture.
Employee
Networks
Accessibility Allies Network supporting
awareness and advocacy.
Monitoring Bi-annual surveys track disability
through inclusion and employee
experience.
MENTAL HEALTH AND WELLBEING
At Vistry Group, employee wellbeing remained a priority in
2025, guided by our four pillars: Mental, Physical, Financial,
and Social. Our intranet continued to provide resources
and Employee Assistance Programme support, while the
Lighthouse Charity’s #MakeItVisible campaign brought
wellbeing awareness to construction sites.
We expanded our network of trained mental health first
aiders, with 33 new colleagues completing training this year.
Our partnership with Fertility Matters at Work advanced
fertility-friendly accreditation, supported by the Fertility
Friends Network.
The SHE team joined the national ‘Stop. Make a Change’
campaign, reinforcing health, safety, and wellbeing across
the sector. Together, these initiatives strengthen a culture
where wellbeing is prioritised, stigma reduced, and
employees are empowered to thrive.
SAFETY, HEALTH & ENVIRONMENTAL (SHE)
During 2025, we carried out 3,397 internal SHE site
inspections (2024: 3,718). The Group compliance target
is 76% and we achieved 85%. We remain committed
to keeping our people safe and continually drive
improvement through training, information and new
technology. During the year, we delivered 359 internal SHE
related training courses and workshops.
ACCIDENT INCIDENT RATE (AIR)
Whilst it is not possible to eliminate all risk entirely, we
believe that injuries are preventable. We work relentlessly
to maintain high safety standards across our sites, creating
safer working environments for our workforce and supply
chain partners.
These standards have enabled us to consistently maintain
an AIR below the construction industry benchmark.
Vistry commenced the year with an AIR of 210, already
significantly below the Health and Safety Executive (HSE)
construction industry benchmark of 341, and we closed the
year with an improved AIR of 197.
Utility strikes (also known as service strikes) continue
to present a significant industry-wide risk and remain a
key area of focus for Vistry. Through improved planning,
training, and controls, we continue to work to minimise
these incidents.
At the end of 2025, our Service Strike Incident Rate (SSIR)
was 338, showing a marginal improvement compared with
the previous year (2024: 342). The table below shows our
health and safety performance across a rolling 12-month
period at the end of December 2025:
2025 2024 2023
AIR 197 210 175
SSIR 338 342 349
ETHICS AND RESPONSIBLE BUSINESS
At Vistry, we recognise the risks of modern slavery in
construction and operate a zero-tolerance Anti-Slavery
and Human Trafficking Policy. All employees complete
awareness training, with guidance on spotting signs of
exploitation and access to our independent Speak Up
hotline, run by Ethics Point.
We work with the Supply Chain Sustainability School
and are members of the Modern Slavery Engagement
Programme, providing training and guidance to our supply
chain. We have also pledged our commitment to the
Gangmasters and Labour Abuse Authority Construction
Protocol, ensuring ethical practices across our operations.
Our updated Ethical Code of Conduct (2025) reinforces
high standards of integrity, covering anti-bribery,
anti-fraud, anti-money laundering, equal opportunities,
and whistleblowing. Through supplier onboarding and
engagement workshops, we require our partners to share
our commitments and contribute to a sustainable,
ethical industry.
Our Ethical Code of Conduct can be found on our
website: www.vistry.co.uk/investors/governance/
corporate-policies-and-publications
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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43
SUSTAINABILITY REPORT
continued
CASE STUDY
VISTRY INNOVATION CENTRE
The Vistry Innovation Centre (VIC) was created to accelerate innovation adoption, strengthen supply chain
confidence, and demonstrate Vistry’s readiness for the Future Homes Standard and wider decarbonisation
plans. It served four core purposes: showcasing regulatory compliance, educating partners and
stakeholders, enabling controlled product and process trials, and supporting Vistry’s Net-zero Roadmap.
A JOURNEY THROUGH THE HOME
Visitors walked through a full scale Eveleigh
house type built using Vistry’s timber frame
system, beginning with exposed framing,
insulation layers, and airtightness details,
progressing through mechanical & electrical
installations. The journey concluded in a fully
finished master bedroom showcasing final
finishes in sustainable materials, including
carbon negative carpets and design choices
that support low carbon living.
CIRCULAR ECONOMY & DECONSTRUCTION RESEARCH
FUTURE PLANS:
EVOLVING THE INNOVATION JOURNEY
• Several live product trials are underway or
planned to ensure robust assessment before
inclusion in standard specifications.
• Insights from the VIC will inform Future Works,
Vistry’s next innovation platform showcasing
modern methods of construction techniques
and Future Homes Standard ready designs.
• The innovation pipeline continues to evaluate
new technologies, gather customer and partner
feedback, and integrate successful products into
Vistry’s specifications.
• In January 2026, the VIC was fully
deconstructed as part of an Innovate UK
funded study on end of life circularity for
timber frame homes.
• The project provides industry leading
evidence on reuse, recycling and
repurposing of materials to reduce Scope
3 emissions.
• Materials (timber, metals, inert waste
and mixed materials) were weighed,
tracked and diverted through recycling or
recovery pathways, demonstrating high
landfill avoidance.
• The study validates circular design
strategies aimed at designing out waste
and strengthens Vistry’s position as a
sector leader in whole life carbon thinking.
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Vistry Group PLC
TASK FORCE ON CLIMATE RELATED FINANCIAL DISCLOSURES (TCFD)
In line with the requirement for mandatory climate-related disclosures arising from the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022, as well and UKLR 6.6.6R, we have provided information to stakeholders
on the potential climate-related risks and opportunities for our business to enable them to make informed decisions. We set
out in the following sections, our climate-related financial disclosures consistent with all of the TCFD recommendations and
recommended disclosures as detailed in ‘Recommendations of the Task Force on Climate-related Financial Disclosures’, 2017,
including the appropriate annexes and supporting guidance.
Details on the 11 recommended disclosures can be found on the following pages and, where appropriate, additional information
supporting these disclosures has been inorporated by cross-reference. In addition, the following table, indicates where
climate-related disclosures outlined in Section 414CB (S414CB) (2A)(a) to (h) of the Companies Act 2006 are addressed.
RECOMMENDATION RECOMMENDED DISCLOSURE S414CB
GOVERNANCE
Disclose the organisation’s
governance around climate-
related risks and opportunities
Describe the Board’s oversight of climate-related
risks and opportunities.
(a) page 45
Describe management’s role in assessing and
managing climate-related risks and opportunities.
(a) page 45
STRATEGY
Disclose 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
Describe the climate-related risks and
opportunities the organisation has identified over
the short, medium and long term.
(d) page 46
Describe the resilience of the organisation’s
business model and strategy, taking into
consideration different climate-related scenarios,
including a 2C or lower scenario.
(f) page 47
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
(e) page 47
RISK MANAGEMENT
Disclose how the organisation
identifies, assesses, and manages
climate-related risks
Describe the organisation’s processes for
identifying and assessing climate-related risks.
(b) page 48
Describe the organisation’s processes for managing
climate-related risks.
(b) page 48
Describe how processes for identifying, assessing
and managing climate-related risks are integrated
into the organisation’s overall risk management.
(c) page 49
METRICS AND TARGETS
Disclose the metrics and targets
used to assess and manage
relevant climate related risks
and opportunities where such
information is material
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in
line with its strategy and risk management process
and the calculations on which those metrics
are based.
(h) page 51
Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and the
related risks.
(h) pages 49
to 51
Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
(g) pages 38
and 39
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45
RECOMMENDED
DISCLOSURE OUR DISCLOSURE
GOVERNANCE
Describe the Board’s
oversight of climate
related risks and
opportunities.
• Board oversight of sustainability and climate change, with quarterly
KPI updates.
• Sustainability Committee chaired by Chief Commerical Officer and attended
by Non-Executive Director. The Committee met three times during the year,
advising the ELT on strategy and targets.
• Board considers Sustainability and Social Value to be a principal risk.
• Remuneration Committee links Executive pay to climate KPIs.
• Board self-assessment confirmed sufficient sustainability expertise and training
needs are reviewed annually.
Page 61
Page 118
Page 85
Describe
management’s role
in assessing and
managing climate
related risks and
opportunities.
• Chief Commercial Officer: Responsibility for sustainability and climate change.
• Director of Sustainability: Day-to-day management responsibility.
• Executive remuneration: Linked to Scope 1 & 2 carbon reduction targets.
• Regional Managing Directors: Accountable for meeting sustainability targets.
• Regional Sustainability Leads: Drive progress locally.
• Bi-monthly scorecards: Track performance at regional, divisional, and Group
level and are included in Board packs.
• ‘Life of site’ process: Embeds sustainability procedures.
• Learning Management System: Provides sustainability training modules for
all employees.
• Group wide communications: Keep colleagues updated on sustainability and
climate change initiatives.
Page 118
TASK FORCE ON CLIMATE
-
RELATED FINANCIAL DISCLOSURES (TCFD)
PLC BOARD
ELT
REGIONAL BOARDS
MODERN SLAVERY
COMMITTEE
SUSTAINABLITY LEADS
SUSTAINABILITY
COMMITTEE
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Vistry Group PLC
RECOMMENDED
DISCLOSURE OUR DISCLOSURE
STRATEGY
Describe the
climate related
risks and
opportunities
identified
over the short,
medium, and
long term.
Climate-related risks and opportunities include:
• Physical risks (e.g., heat stress, windstorms).
• Transition risks/opportunities from the low-carbon shift (policy/legal, technology,
market, reputational).
See Principal
Risks on
page 61.
METHODOLOGY
• Structured scenario analysis aligned with UK Government climate disclosure guidance
and TCFD.
• Three scenarios:
- Low Emission (<+1.5°C)
- Intermediate Emission (+2–3°C)
- High emission (>4°C)
• Time horizons:
- Short term (2025-2026)
- Medium term (2027-2030)
- Long term (2031-2050)
See pages
50 and 51
for climate-
change
risks and
opportunities.
A different approach was applied to assessing transition and physical risks and
opportunites as outlined below:
Transition risks and opportunities
• Risks identified through prior disclosures, research, and eight internal interviews.
• Assessed against impact, likelihood, and time horizons.
• 13 transition risk drivers grouped into: Policy & Legal, Technology, Market, Reputation.
Physical risks and opportunities
• Asset-by-asset exposure analysis across the development pipeline, factories, and
timber supply chain, using insurance data, climate models, and Intergovernmental
Panel on Cimate Change scenarios.
• Risks evaluated using the Group’s risk assessment methodology; acute perils
(flooding, windstorms) modelled. probabilistically; chronic perils (heat, drought)
assessed qualitatively.
FINDINGS
i) Short term (2025-2026):
• Technology risks dominate (costs of low-emission tech, skills shortages).
• Concern over UK grid capacity - costs & delays.
• Market opportunities: low-carbon innovation differentiation, preferential debt rates.
ii) Medium term (2027 - 2030):
• Ongoing tech & supply chain risks (inputs/raw materials).
• Market opportunities diminish as demand stabilises.
• Reputational risks/opportunities emerge.
• Policy/legal risks remain limited but rise under 1.5°C scenario (planning inconsistencies).
• Overall physical exposure low; windstorms moderate but mitigated by procedures and
diverse timber suppliers.
iii) Long term (2031 - 2050):
• Windstorm risk stable; flooding and drought rise to moderate under high emissions,
mitigated through land appraisals and water efficiency targets. Subsidence risk
increases but addressed through existing development processes.
Annual Report and Accounts 2025
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47
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning.
DECARBONISATION PLAN
• Net-zero Roadmap: Launched in 2021 to achieve decarbonisation by 2040.
• Innovation: Testing new products at the Vistry Innovation Centre (VIC).
• Partnerships: Delivered 1,100+ zero-carbon-ready homes in FY25, building
knowledge for future regulations and costs.
• Land & development: Climate risks (e.g., flood, higher energy efficiency
standards, timber frame construction) factored into acquisitions.
• Financial planning: New house types designed for upcoming regulations; costs
built into cost valuation reporting, appraisals, and viability assessments.
• Margins: While regulations impact gross margin, effective cost management
provides competitive advantage.
• Risk outlook: Physical risks not expected to affect profitability under current
forecasts; reviewed regularly with expert input.
• Supply chain: Insights used to stress test supply chain, explore new
construction methods, and reaffirm carbon reduction targets.
See page 43
HIGH EMISSIONS SCENARIO > 4°C
• Emissions follow the IPCC SSP5-RCP8.5 scenario, which is associated with >+4°C temperature rise from
pre-industrial times by the end of the century.
• Low transition risk in the short and long term, as the world fails to transition to a low-carbon economy.
• Physical risks become increasingly frequent and severe in the long term.
INTERMEDIATE EMISSIONS SCENARIO 2-3°C
• Emissions follow the IPCC SSP2-RCP4.5 scenario, which is associated with 2-3°C temperature rise from
pre-industrial times by the end of the century.
• Moderate transition risk in the short and long term as the world fails to transition to a low-carbon economy.
• Physical risks become increasingly frequent and severe in the long term but less so than in the high Greenhouse
Gas emission scenario.
LOW EMISSIONS SCENARIO ~1.5°C
• Emissions follow the IPCC SSP1-RCP1.9/2.6 scenario, which is associated with ~1.5°C temperature rise from
pre-industrial times by the end of the century.
• Scenario assumes stringent carbon taxation, stricter building codes and public and private investment in low
emission technologies.
• High transition risk in the short term associated with aggressive mitigation actions to reduce emissions.
• As a result of the transition, physical risks are less severe and somewhat similar to the current climate.
RECOMMENDED
DISCLOSURE OUR DISCLOSURE
STRATEGY
-
CONTINUED
Describe the resilience
of the strategy, taking
into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
SCENARIO ANALYSIS
We stress-tested the resilience of our strategy in three scenarios, as shown
below. This included an additional focus on our timber supply chain.
We concluded that our strategy is resilient under the three scenarios, partly
due to the mitigations already in place.
TCFD
continued
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Vistry Group PLC
RECOMMENDED
DISCLOSURE OUR DISCLOSURE
RISK MANAGEMENT
Describe the processes for
identifying and assessing
climate-related risks.
The Board, supported by the Audit Committee, has overall responsibility
for the Group’s system of risk management and internal control. It sets
the Group’s risk appetite and oversees the identification, assessment and
management of principal and emerging risks, including sustainability and
climate-related risks.
Climate-related risks are identified through a combination of bottom up and
top down processes, using common systems, a consistent risk assessment
methodology and clearly defined escalation thresholds. These processes
explicitly consider both physical climate risks (including acute risks such
as extreme weather events and chronic risks such as rising temperatures
and water stress) and transition risks (including regulatory, policy, market,
technological and reputational impacts arising from the transition to a lower
carbon economy).
Identification of climate-related risks is informed by internal expertise and
external inputs, including climate science, regulatory developments and
market trends relevant to the Group’s operations. Risks are considered
across short, medium and longer-term time horizons, reflecting the potential
impacts on operational performance, asset values, development viability
and future strategy.
The Executive Leadership Team (ELT) is accountable for identifying and
evaluating climate related risks, supported by the Sustainability Committee
and Risk Oversight Committee. Day-to-day identification of risks is
undertaken by operational teams across regions, divisions, Vistry Works,
the Building Safety team and Group service functions, ensuring that
climate-related risks specific to individual sites and activities, are captured
and escalated where appropriate.
All climate-related risks are assessed using the Group’s established risk
assessment framework, which considers both the likelihood of occurrence
and the potential impact should the risk materialise. Impact assessments
take account of financial, operational, regulatory and reputational
consequences, including cost inflation, programme delays, asset
resilience and compliance with evolving standards. Where appropriate,
forward-looking considerations, including qualitative climate scenario
analysis, are used to inform the assessment of risk severity.
See Principal
Risks on
page 61.
Describe the processes
for managing climate-
related risks.
Climate-related risks are managed through a combination of strategic
oversight, operational controls and targeted mitigation actions. As part of
its annual review cycle, the Board assesses the Group’s five year financial
plan, including key assumptions and sensitivities, and considers the potential
impacts of economic, regulatory and sustainability factors, including the
effects of climate change.
Mitigation and adaptation actions are embedded within existing business
processes, including the Life of Site process, design standards and
development appraisal activities. These actions may include measures to
enhance asset resilience, address overheating and flood risk, respond to
regulatory change, and manage cost and programme impacts.
Oversight of climate-related risk management is provided through the
Sustainability Committee and Risk Oversight Committee, with progress
against agreed actions monitored through regular reporting at regional,
divisional and Group level. Climate-related risks and controls are reviewed
on a bi-monthly basis, with emerging issues escalated to senior management
and the Board where necessary.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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49
TCFD
continued
RECOMMENDED
DISCLOSURE OUR DISCLOSURE
Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into
overall risk management.
Processes for identifying, assessing and managing climate-related risks
are fully integrated into the Group’s risk management framework. Climate
related risks are subject to the same governance, assessment methodology,
reporting and escalation processes as other emerging and principal risks.
Climate-related risks were initially identified through structured senior
management interviews, supported by external consultants, and assessed
using the Group’s risk assessment methodology, as described in the Risk
Management section on pages 54 and 55. The most significant
climate-related risks, assessed on both an individual and aggregated basis,
are presented in priority order on pages 50 and 51.
While none of the identified climate-related risks were considered material
on an individual basis at the reporting date, their collective impact, together
with broader sustainability and social value related risks, is considered
sufficiently significant to warrant inclusion as a principal risk. This aggregated
assessment enables the relative significance of climate change to be
evaluated alongside other strategic, operational and financial risks faced by
the Group and informs Board discussions on strategy, capital allocation and
long-term resilience.
Climate-related risks are reviewed at least annually and more frequently
where changes in external conditions, regulation or operating experience
indicate that reassessment is required.
See Principal
Risks on
page 61.
METRICS AND TARGETS
Disclose the metrics used
to assess climate related
risks and opportunities in
line with strategy and risk
management process.
These are outlined in our commitments and progress tables. See pages 38
and 39.
Disclose Scope 1, Scope 2,
and, if appropriate, Scope
3 GHG emissions, and the
related risks.
Scope 1, 2 and 3 GHG emissions data is listed under Non-financial
disclosures.
See page 52.
Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
against targets.
Detailed in climate-related risks and opportunites.
Detailed in our commitments and progress tables.
See pages 50
and 51.
See pages 38
to 40.
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Vistry Group PLC
CLIMATE CHANGE RISK AND OPPORTUNITIES
RISK RATING
(AFTER MITIGATIONS)
RISK DESCRIPTION
2026 2030
FURTHER
INFORMATION
1.5°C 2
-
3°C 1.5°C 2
-
3°C
PRICING OF GHG EMISSIONS Captures the risk from the introduction
of policy-imposed carbon pricing.
As proxy, the risk assumes a carbon tax
is levied relating to Vistry’s total annual
Scope 1 and 2 carbon emissions across
its managed assets.
Based on GHG
emissions
as shown on
page 52.
INCREASING CLIMATE
-
RELATED REGULATORY
REQUIREMENTS
Refers to the increased cost of
complying with more onerous
climate-related regulations and
minimum standards.
Our Transition
Plan will be
published
later in 2026.
BUILDING CODE
REGULATIONS
Refers to the cost of complying with
current and emerging minimum
building regulations.
See Financial
planning on
page 47.
CLIMATE RISK LITIGATION Covers the risk of litigation claims being
brought against Vistry for issues such
as overstating environmental benefits
of activities (greenwashing) and/or
failing to comply with stated emissions
reduction targets.
Our Transition
Plan will be
published
later in 2026.
LOCAL PLANNING APPROVAL
REQUIREMENTS
Local planning authorities often
have bespoke requirements on
sustainability/climate mitigation, driven
by the differing political sentiment.
This leads to a lack of consistency
between local requirements,
introducing heightened risk of Vistry
being denied planning approval.
See ‘Our
capability and
our resources’
on page 18.
COSTS TO TRANSITION
TO LOWER EMISSION
TECHNOLOGY
This risk was assessed in the context
of costs to introduce lower emission
technology and comply with national
regulation regarding specifications for
Vistry’s homes, as well as electricity
supply risk, driven by increased
electrification to deliver lower
carbon homes.
See Financial
Planning on
page 47.
SHORTAGE OF SKILLS TO
DELIVER LOWER EMISSION
TECHNOLOGY
Vistry faces the risk of both green
skills shortages as well as a green
skills gaps, which could incur both a
loss of revenue due to the inability
to deliver against demand, as well as
potential costs to rectify incorrectly
installed technology.
See Vistry Skills
Academy and
timber frame
installer course
on page 38.
SHIFT IN PARTNER VALUES Reflects changes in the expectations
and priorities of Vistry’s partners in line
with their own ESG and sustainability
objectives and shifting market and/
or political sentiment. This is assessed
from the perspective of opportunity.
See Principal
Risks on
page 61.
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51
TCFD
continued
CLIMATE CHANGE RISK AND OPPORTUNITIES
RISK RATING
(AFTER MITIGATIONS)
RISK DESCRIPTION
2026 2030
FUTHER
INFORMATION
1.5°C 2
-
3°C 1.5°C 2
-
3°C
COST OF CAPITAL
Refers to the impact of changing
sentiment from investors around
sustainability on the cost of capital.
Cost of equity is difficult to predict
and so the cost of debt has been used
as a proxy for risk exposure.
COST OF CAPITAL
(OPPORTUNITY)
EMISSIONS OFFSET
Assumes demand for carbon offsets
will increase costs to offset emissions
and increase reputational risks.
Our Transition
Plan will be
published
later in 2026.
COST AND SUPPLY OF
INPUTS & RAW MATERIALS
Reflects potential increases in
cost of materials as a result of
transition e.g. carbon pricing impact
on supply chain. Also considers the
risk to supply of inputs and raw
materials, noting the move to ‘greener
alternatives’ and newer technology.
See ‘Supply
Chain’ in
Principal Risks
page 57.
INVESTMENT RISK
It is assumed under both scenarios
there will be increased scrutiny
around businesses’ mitigation of
(and vulnerability to) climate change.
Vistry’s reputation on climate change
will likely increasingly influence the
perceptions and actions of investors
and employees, posing risks and/or
opportunities.
Our Transition
Plan will be
published
in 2026.
EMPLOYEE RISK
EMPLOYEE OPPORTUNITY
PHYSICAL RISKS
RISK RATING
(AFTER MITIGATIONS)
RISK
2026 2030 2050
FURTHER
INFORMATION
CURRENT
CLIMATE
1.5°C 2
-
3°C 4°C 1.5°C 2
-
3°C 4°C
HEAT STRESS
See physical
risks and
opportunities
on page 46.
FIRE
DROUGHT
FLOODING
WINDSTORM
SUBSIDENCE
NO RISK
VERY LOW
LOW
MODERATE
HIGH
UNQUANTIFIED
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Vistry Group PLC
NON
-
FINANCIAL DISCLOSURES
We engaged DNV Business Assurance Services UK Limited (DNV) to provide independent limited assurance of our 2025
sustainability data, in line with the International Standard on Assurance Engagements 3000. DNV’s full Assurance Statement,
supplemental information, and the Basis of Reporting can be found in the ‘Corporate Policies and Publications’ section of our
website. Energy usage and carbon emissions are disclosed separately to adopt to the requirements of the UK Streamlined Energy
and Carbon Reporting (SECR) policy.
METRIC ( Assured 2025 metrics are indicated with
(A)
) 2025 2024 2023 2022
Scope 1 and 2
Scope 1 GHG emissions tCO
2
e 12,529
(A)
18,485 21,210 20,272
Scope 2 GHG emissions (location based) tCO
2
e 6,266
(A)
6,013 4,042 3,906
Total Scope 1 and 2 (location based) GHG Emissions (tCO
2
e) 18,795 24,497 25,253 24,178
Scope 2 GHG emissions (market based) tCO
2
e 3,197
(A)
11,144 7,108 7,462
Scope 1 and 2 (location-based) GHG emissions intensity tCO
2
e
per 100m
2
of legally completed build area
1.37
(A)
1.46 1.58 1.59
Energy Consumption (Scope 1 and 2) MWh 146,685
(A)
139,917 118,231 123,577
Scope 3
Category 1 Purchased good and services tCO
2
e
1
529,090 576,259 535,159 572,377
Category 3 Fuel and energy related activities tCO
2
e 7,417
(A)
7,260 5,993 6,308
Category 4 Upstream T&D tCO
2
e 77,049 84,097 78,384 83,860
Category 5 Waste generated in operations tCO
2
e 3,792
(A)
5,632 1,546 3,435
Category 6 Business travel tCO
2
e 2,119
(A)
2,641 2,157 1,352
Category 7 Employee commuting tCO
2
e 2,357 2,662 2,502 2,414
Category 11 Use of sold product (Regulated) tCO
2
e 722,376
(A)
1,099,431 1,195,930 1,274,543
Category 11 Use of sold product (Unregulated) tCO
2
e 216,055 341,447 325,361 371,789
Category 11 Use of sold product (Refrigerant) tCO
2
e 1,711 3,014 - -
Category 12 End of life tCO
2
e 57,287 62,527 58,279 62,351
Scope 3 GHG emissions intensity tCO
2
e per 100m
2
of legally
completed build area
118 146 158 159
Total Scope 3 GHG Emissions tCO
2
e 1,619,253 2,184,971 2,205,310 2,378,430
Other metrics
Number of individual learners who passed through
skills academies
732
(A)
678 299 229
Total non-hazardous construction waste produced
in tonnes
98,996
(A)
106,398 - -
% of non-hazardous construction waste diverted
from landfill
99.5
(A)
98 97 98
Non-hazardous construction waste intensity
(tonnes per 100m
2
of legally completed build area)
7.21
(A)
7.02 6.34 -
Women in workforce 33%
(A)
- - -
Site mains water intensity (m
3
per 100m
2
of legally
completed floor area)
24.15
(A)
- - -
Local Social Economic Value £706m
(A)
- - -
Induced socio-economic value through mixed-tenure
development
£109m
(A)
- - -
1
Restated to include previous Capital Goods under Purchased Goods and Services to better reflect their emissions profile.
NO RISK
VERY LOW
LOW
MODERATE
HIGH
UNQUANTIFIED
Annual Report and Accounts 2025
|
53
NON
-
FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The information below details our approach in relation to key non-financial and sustainability matters, including environmental and
climate related matters required pursuant to Section 414CA and 414CB of the Companies Act 2006. This table provides information on
the disclosures required to be incorporated within this statement and such information is incorporated by cross reference.
REPORTING
REQUIREMENTS RELEVANT POLICIES AND GUIDANCE
WHERE TO FIND MORE
INFORMATION
PRINCIPAL
RISKS
COLLEAGUES
Diversity & Inclusion Policy
Health, Safety and Welfare Policy
Ethical Code of Conduct Policy
Employee Privacy Policy*
Purpose, values and culture
Stakeholder engagement
Remuneration report
Sustainability report
82
78
104
36
COMMUNITY
& SOCIAL
Climate Change Policy
Environment Policy
Vulnerable Customer Policy
Sustainability Policy
Our strategy and business model
Purpose, values and culture
TCFD
Social impact
Stakeholder engagement
18
20
44
36
78
HUMAN RIGHTS
Anti-slavery & Human Trafficking Policy
Diversity & Inclusion Policy
Employee Privacy Policy*
Purpose, values and culture
Modern slavery
Sustainability report
82
42
36
ANTI
-
CORRUPTION
& BRIBERY
Anti-bribery and Corruption Policy
Anti-fraud Policy
Anti-money Laundering Policy
Speak Up Policy
Sustainability report 36
ENVIRONMENTAL,
CLIMATE &
SUSTAINABILITY
DISCLOSURES
Environment Policy
Sustainability Policy
Climate Change Policy
Sustainability report
TCFD (including requirement s414CB(2A).
GHG emissions
Net-zero targets
36
44
52
39
NON
-
FINANCIAL
KPIS
New home completions
Employee satisfaction
Partner satisfaction
Customer experience
Health and Safety
Building sustainably
Land procurement
22
22
22
22
22
23
23
Policy statements for each of the policies (except where noted by exception) are published externally and may be found at
www.vistry.co.uk/sustainableapproach/policies-and-publications.
*Not published externally. The full policy is available to all employees on the Vistry Group intranet
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RISK MANAGEMENT
Operating in an environment of evolving risks and uncertainties, we embed risk management into our
culture and every decision we make, to ensure we fulfil our vital role in meeting the nation’s need for
affordable homes.
RISK GOVERNANCE AND RESPONSIBILITY
On behalf of the Board, the Audit Committee provides
oversight of both our risk management framework and internal
controls monitoring. This includes assessment of our principal
and emerging risks and the level to which further review and
attention is required to ensure the process supports and
protects our Group strategy. The Board completes a final
evaluation following the Audit Committee's review.
The ELT is accountable for identifying, evaluating and managing
principal risks, supported by the Risk Oversight Committee (the
RO Committee). The RO Committee is made up of representatives
from across the Group, and the Chair of the Audit Committee is
invited to participate, so there is appropriate transparency and
challenge during the meeting and assessment process.
Oversight of specific operational program-based risks is
delegated to each of our regional businesses and is the
responsibility of the respective management team, supported
by our divisional leadership team. There are clear reporting
and escalation requirements so that material operational
risks are flagged and themes can be evaluated quickly by
our Group team.
Manufacturing risks are overseen by the Vistry Works leadership
team, and legacy building safety risks are handled by the
dedicated Building Safety team, following similar reporting and
escalation processes as the regional businesses. Group functions,
such as buying, commercial, health and safety, sustainability,
legal, people, and finance, are known as Vistry Services.
Each Vistry Services function is led by a director with
responsibility for risk management, who reports directly to
an ELT member.
Statement of intent
The Board has begun preparations for reporting under
Provision 29 of the 2024 UK Corporate Governance Code,
which will require a formal declaration on the effectiveness of
the Group’s material controls. Actions to date include:
• Updating risk management processes, metrics and forums,
and establishing a Provision 29 Steering Group.
• Reviewing and updating principal risks and component
material risks.
• Identifying material controls needed to manage risks within
the Board's agreed risk appetite.
• Reviewing current and desired assurance levels over
material controls.
• Updating the regional quarterly controls self-assessment
process.
• Where necessary, implementing control and assurance
enhancements, including those relating to the 2024 cost
forecasting issues in the former South division.
During 2026, a series of control testing cycles and assurance
activities will assess the effectiveness of material controls and
address any improvements required. The Audit Committee
will review the results throughout the year, in readiness for the
Board’s declaration for the 2026 financial year.
DIVISIONAL LEADERSHIP TEAM
• Provides regional assessment and critical
challenge over operational risk.
• Responsible for decision-making and
Group escalation when tolerance levels
exceed regional materiality limits.
REGIONAL MDS & REGIONAL BOARDS
• Set local objectives, manage the allocation of
local resources to deliver operational targets.
• Provide oversight and management of
individual and collective project risks.
STRATEGIC LAND, VISTRY WORKS,
BUILDING SAFETY , VISTRY SERVICES
& JOINT VENTURES
• Oversight and management of individual
and collective business unit and project risks.
54
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Vistry Group PLC
BOARD
• Sets risk appetite.
• Ensures appropriate culture is in place to
support and embed risk management
throughout the organisation.
• Evaluates the principal and emerging risks
facing the organisation.
• Determines prioritisation of risk, resource
allocation and subsequent mitigation.
• Concludes on the effectiveness of internal
control and risk management systems.
AUDIT COMMITTEE
• Assesses principal and emerging risks and
provides challenge to the ELT.
• Reviews the effectiveness of internal control
and risk management systems throughout
the year.
ELT
• Reviews and responds to operational risks.
• Approves mitigation strategies and allocates
resources to address emerging risks.
• Acts as the escalation point for emerging risks
and new issues.
• Ensures appropriate risk culture is
embedded throughout the organisation.
RISK OVERSIGHT COMMITTEE
• Supports the ELT by identifying, validating and
challenging principal and emerging risks.
BUSINESS OPERATIONS VISTRY
GROUP FUNCTIONS/COMMITTEES
Define, review and reassess controls for the Group
and regions to ensure risks are mitigated.
INTERNAL AUDIT & RISK
Supports the Audit Committee in reviewing the
risk and control framework and management of
operational and principal risks.
ASSURANCE PROVIDERS
MANAGING OUR RISKS
Principal risks are identified and managed through a
bottom-up and top-down approach that covers the entirety
of the Group.
This approach to risk management ensures risk is captured
quickly to identify anything material impacting the potential
success of our projects and wider operations. To do this,
common systems and practices are used with a clear
methodology and rules for escalation, supported by the
executive chairs and divisional teams who maintain regional
engagement and scrutinise operational performance.
The Group continues to ensure the reporting of risk is aligned
to the ‘Speak Up’ culture, ensuring there is an additional
safeguard for our people to report concerns, should systems
fail in capturing known threats.
Throughout the year, there is regular communication to our
people and stakeholders about how to report risk, supported
by both the ELT and the Audit Committee.
RISK APPETITE
The Board is ultimately responsible for aligning the risk
appetite of the Group with our strategic objectives, taking
into account the emerging and principal risks. Risk appetites
for each principal risk were assessed during the year by the
Board, ensuring appropriate levels of mitigation and focus
for each risk area. The risk appetite for each principal risk
is shown in the table on pages 56 to 61, with the following
definitions applying:
Averse: Extremely cautious; aim is for negligible residual risk
and prevention is prioritised even at significant cost.
Cautious: Minimal risk accepted and prevention to limit
negative impact is prioritised.
Neutral: A balanced approach is taken, with mitigation based on
cost effectiveness, practicality and management priorities.
Tolerant: Above normal risk and some negative
impact accepted when justified by strategic goals with
mitigation requiring strong evidence.
Seeking: Significant risk and major negative impact accepted to
pursue strategic goals.
RISK CONTEXT
Establishing the context and having a clear understanding
of the environment in which we operate is critical.
The likelihood of each principal risk and the impact on
the Group is considered across a number of different
categories including financial, reputational, operational,
safety, health and environment, and sustainability.
As outlined, each principal risk is allocated a risk
appetite rating which reflects the amount of risk the Board
is prepared to accept to achieve its strategic objectives.
This year, risk velocity was also considered in risk assessments.
This refers to the speed at which a risk event materialises
and begins to impact the Group and is assessed using the
following scale:
• Immediate:
Risk can
materialise
immediately
with impact
felt within
days
• Rapid:
Risk can
materialise
rapidly with
impact felt
within
1 month of
occurring
• Moderate:
Risk can
materialise
quickly with
impact felt
within 1 and
12 months of
occurring
• Slow: Risk can
materialise
slowly with
impact felt
after 12
months of
occurring
Executive risk owners are accountable for confirming
adequate controls are in place and that strategies exist to
bring the risk within acceptable tolerance levels.
The movement of risk assessments is considered through the
RO Committee and by the ELT. The Internal Audit and Risk
team support this process and undertake in-depth reviews
through the internal audit plan in response to movements
and concerns.
This approach to risk assessment helps the organisation
understand how it should treat the risk most effectively and
ensures the right level of oversight and assurance is provided.
KEY CHANGES
As part of the risk assessment process during the year,
the Legislation and Building Safety risk has been divided
into two principal risks, namely 'Building Safety and
Regulatory Compliance' and 'Corporate Regulatory
Compliance'. There have also been changes to the titles
and scope of three principal risks to better reflect the
nature of the risks, with ‘Customer Service’ broadened to
‘Partner and Customer Relationships’, ‘ESG’ updated
to ‘Sustainability and Social Value’, and ‘Technology,
Resilience and Future Change’ changed to ‘Cyber and
Technology Change’.
OVERALL ASSESSMENT
The Board is satisfied that there is a robust understanding
of the Group's principal and emerging risks and that there
are appropriate systems in place to identify, understand
and manage the risks faced. Given the dynamic risk
environment regular reassessments will ensure processes,
controls and management attention remain appropriate.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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55
OUR PRINCIPAL RISKS
The following lists the principal risks that could impact the Group’s performance and strategy, together
with an overview of the steps we are taking to manage and mitigate the risks.
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
1. PROJECT
DELIVERY AND
CONTRACTUAL
EXPOSURE
Failure to meet construction
and cost targets resulting in
reduced margins, inefficient
working capital, contractual
penalties, partner disputes, or
customer dissatisfaction.
Inability to maintain or restart
operations following a major
unforeseen event beyond
our control, such as a natural
disaster, pandemic, epidemic,
or significant disruption to
infrastructure.
Risk owner:
Divisional Executive Chairs and
Chief Commercial Officer
Risk appetite:
Tolerant
Risk velocity:
Rapid
UNCHANGED
• The risk remains the most important for the
Group with significant control enhancements
implemented during 2025.
• The Partnerships model creates greater reliance
on fixed revenue, therefore cost control and
forecasting over the life of our programmes
is critical.
EMERGING FACTORS:
• Vertical integration through Vistry Works is
increasingly important to the delivery of high-
quality products that meet cost, construction and
sustainability targets.
• The Partnerships model and associated high
proportion of pre-sold homes increases the
contractual risk with third parties.
• Increased resource within both the divisional and
group teams to scrutinise project forecasting, with
wider commercial assurance processes
now embedded.
• Monthly build and cost forecasting processes
presented through the ELT as part of the oversight
of regional performance.
• Common commercial and finance IT systems rolled
out to support standardised Group processes.
• Build performance and delivery against plan is
closely monitored including regular on-site visits
from divisional teams and the ELT.
• Robust land viability processes and a strategic land
function that enables tailor-made opportunities to
be realised to maximise the partner-led
mixed-tenure approach.
• Business continuity planning, including disaster
recovery and business continuity
events held with our corporate insurers
and members of our ELT to help prepare for
unforeseen events.
2. LIQUIDITY AND
FUNDING
Failure to generate sufficient
cash to meet working capital
requirements and operate
within committed funding
facilities.
Risk owner:
Chief Financial Officer
Risk appetite:
Cautious
Risk velocity:
Moderate
INCREASED
• The Group has access to £1.0bn of committed
borrowing facilities, supplemented by £130m
of uncommitted facilities. In 2025, the Group
extended the maturity date of the £900m of
committed facilities with its banking syndicate
out to April 2028. The other £100m of
committed financing is a USPP which matures
in February 2027. The Group will review its
medium-term financing needs during 2026 and
determine whether to refinance the USPP in
any form.
• Closing year end net debt was £144.2m achieving
the objective of a year-on-year reduction but
reflecting higher than anticipated land spend
and some partner deal-related delays due to
market uncertainty in Q4 2025.
• Average net debt was higher than the prior year,
with intra-year and monthly working capital
cycles having pronounced fluctuations due to
the timing of payments and receipts.
• Reducing the Group's level of indebtedness is
a key priority. The elevated level of completed
and near completed Open Market stock has
contributed to higher working capital usage, and
management actions have been implemented
to accelerate sales and cash conversion.
EMERGING FACTORS:
• Uncertainty regarding future interest rate cuts.
• Vistry operates a centralised treasury function
which is responsible for managing liquidity,
covenant complicance, interest and cash
forecasting processes. Rigorous procedures are in
place to assess both cash and work in progress,
with continual monitoring by the ELT and regular
Board oversight.
• Group wide cash forecasting using ‘bottom-up’ life
of site cashflows.
• In response to the level of indebtedness, actions
have been implemented to accelerate sales
and cash conversion and manage working
capital payments. If required, there are further
opportunities to reduce build levels and
subsequent work in progress requirements, defer
or cancel land purchases, sell land or stock and
reduce overheads to respond to any reduction in
available liquidity.
• The Board reviews the Group's capital allocation
and distribution policies on a regular basis, and
has the option of managing cashflows and net
debt through adjusting the timing of uncommitted
shareholder distributions.
56
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Vistry Group PLC
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
3. ECONOMIC
AND SALES
ENVIRONMENT
Failure to anticipate and
respond to changes in the
UK political and economic
environment, or to innovate
and adapt our product
offering to evolving market
conditions and affordability
levels, resulting in missed
revenue opportunities,
inefficient operating and
finance costs and impacting
solvency and liquidity risk.
Risk Owner:
Chief Executive Officer
Risk Appetite:
Tolerant
Risk Velocity:
Rapid
UNCHANGED
• The UK housing market experienced subdued
transaction volumes and modest price growth
through 2025, reflecting uncertainty within the
affordable housing sector, affordability pressures
and slower than anticipated reductions in
interest rates affecting buyer confidence in the
Open Market. However, there is gradually
improving mortgage affordability, and early trading
in Q1 2026 has shown signs of stabilisation in
Open Market sales, with improved reservation
rates across a number of developments.
• The Group expects stronger growth in affordable
delivery in the near term. In June 2025, the
government announced the £39bn 2026-36
Social and Affordable Homes Programme and the
introduction of other arrangements such as the
social rent settlement and rent convergence.
• The UK government’s target to deliver >1.5m homes
by the end of parliament creates both opportunity
and challenges with increased pressure on suppliers
and materials, but also the likely removal of
restrictions and planning constraints to support
speed of build.
EMERGING FACTORS:
• Overwhelming requirement for housing which is
offset by the subdued demand for new build as
a result of price, accessibility and discretionary
choice of second-hand properties.
• There is a risk of political changes arising from
local elections in May 2026.
• Leading capability as the UK’s major Partnerships
business provides significant resilience to the
cyclical nature of the housing market. This is
underpinned by a high and sustained level of
demand for affordable housing, supported by
strong brands and relationships with the largest
affordable housing providers.
• A greater proportion of Partner Funded sales
locks in an increased fixed sales revenue that
is not impacted by short-term fluctuations in
market prices.
• Ongoing monitoring by the Board and ELT of
macroeconomic and housing market indicators.
• Monthly forecasting processes control
investment, commitment of costs and cash flows,
and careful management of work in progress and
capital investment to mitigate against
short-term economic change.
• Financial stress testing performed by
Group Finance.
4. SUPPLY CHAIN
A failure to adequately
respond to shortages or
increased costs of materials
and skilled labour, or the
under-performance or loss
of a key supplier, may lead to
increased costs and delays in
construction services.
Risk Owner:
Chief Commercial Officer
Risk Appetite:
Neutral
Risk Velocity:
Rapid
UNCHANGED
• No steady state in the market which results in the
risk remaining unchanged in the period.
• There is industry wide reliance on a small number
of key national suppliers with no readily available
alternative with sufficient capacity.
• The Partnerships model provides greater
certainty of future work for supply chain
partners than traditional house building models,
strengthening operational resilience for both
Vistry and its suppliers.
EMERGING FACTORS:
• Scale of output is fundamental to the supply
chain. While Vistry has retained its scale, other
competitors have reduced activity which has
negatively impacted the supply chain’s structure
and costs.
• A rising level of supplier insolvencies and further
geo-political events could lead to unforeseen
supply chain blockages and delays.
• The UK Government’s 1.5m homes pledge may
lead to supply chain shortages across the industry.
Increases to demand can take time for suppliers
to satisfy the market requirements as many have
previously reduced their output.
• Regular supply chain engagement at both a
regional and Group level to better understand
live issues impacting supply.
• Development of long-term supplier and
subcontractor partnerships based upon
increased scale with targets fixed in advance,
usually for a period of 12-months.
• Centralised sourcing of the majority of the
Group’s material requirements from within
the UK, including subcontractor materials,
ensuring reduced import risks, economies
of scale and improved relationships with key
trades and suppliers.
• New supplier due diligence.
• Formal tendering procedures and controls.
• Regular assessment of supplier pricing
adjustments as part of cost to complete
forecasts help highlight and manage risks.
Consideration is also given as to the level of
cost increases that can be reflected within
future sales prices or negotiated into land
purchase prices.
• Vertical integration through Vistry Works for
timber frame homes, joists and trusses.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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57
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
5. LAND AND
PLANNING
Lack of suitable development
opportunities due to
challenges sourcing land at
a viable cost or obtaining
planning approvals could
constrain future growth,
profits and return on
capital employed.
Recent government policy
changes and upcoming local
elections could distract local
authorities from progressing
local plans and granting
planning permissions.
Risk Owner:
Divisional Executive Chairs/
Chief Strategy Officer
Risk Appetite:
Tolerant
Risk Velocity:
Moderate
UNCHANGED
• The Group continues to invest in the land bank to
deliver growth in line with its strategy and medium-
term targets.
• Although current market conditions support land
acquisition, land viability is often challenging as a
result of regulatory and tax changes.
• The number of planning consents is at an all-time
low nationally. Whilst recent changes to planning
policy have improved the planning process, with
the draft National Planning Policy Framework
published for consultation in December 2025,
planning reforms have yet to filter through to local
decision-making at Planning Committee level or the
resourcing of local planning departments.
EMERGING FACTORS:
• There is a risk that political changes arising from
local elections in May 2026 delay planning.
• Robust land appraisal and viability processes,
as well as a strategic land function that
enables tailor made opportunities to be
realised to maximise the partner-led mixed
tenure approach.
• Monitoring and engagement with new
government legislation and policy changes to
inform land assessments and purchase terms.
• Close working relationship with partners,
housing associations and public bodies to
ensure we remain the developer of choice
for large regeneration and social housing
opportunities.
• Flexible operating model enabling a mix
of pipeline opportunities including Partner
Funded, mixed-tenure or joint venture.
• Ambition to deliver 25% of our land bank
through our strategic land team, helping
the Group identify sites with better inherent
value and scale, which are more suited to our
Partnership model.
• Dedicated Group Planning team that
provides Group wide guidance and
procedures to support regions with
planning submissions, policy changes and
engagement with local councils.
• Tracking of key dates and site progress
beyond the current financial year, supported
by life of site cashflow forecasting.
6. PARTNER AND
CUSTOMER
RELATIONSHIPS
Vistry’s perceived or actual
actions, associations, or
values negatively impact
customer and partner trust.
This may result from poor
product quality and service
standards, failure to deliver on
commitments, organisational
behaviours or adverse media
coverage leading to loss of
business and opportunities,
regulatory scrutiny, additional
operational costs and
long-term damage to the
Group’s credibility and market
position.
Risk Owner:
CEO Partnerships &
Regeneration
Risk Appetite:
Cautious
Risk Velocity:
Rapid
INCREASED
• It is a key priority to form and maintain good
relationships with our partners to deliver our
Partnerships model.
• Scope of risk broadened from ‘Customer Service’
to capture the wider considerations and importance
of partner relationships in addition to open
market customers.
• Public bodies are increasingly values and
behaviours driven and the Group needs to continue
to demonstrate that we live our values as an
organisation, at all levels, in all locations. It is vital
we deliver on our contractual commitments and are
known as being a good partner to work with.
• Quality standards are central to the organisation, and
the Group is proud to be on track to retain 5-star
accredited builder status. There remains a
risk that supply chain or build programming issues
could impact the ability to undertake remedial
work and/or slow the move-in process.
EMERGING FACTORS:
• Increased volumes of shared ownership and
portfolio transactions continue to change the way
the Group services customers and partners and
the communication channels and subsequent
obligations, which require careful management.
• With the formation of the PlacePoint joint venture
with Homes England, backed by a targeted £150m
of capital investment, the relationship with Homes
England continues to be important.
• Standardised customer journey that operates
across the Group together with mechanisms
and controls that report key metrics and ensure
compliance with the NHCQ.
• 'Sales Excellence programme' launched in
July 2025 with more than 350 sales team
members participating in training.
• The Partner Journey and associated training
launched in July 2025 to drive consistently high
standards of delivery to our partners.
• All homes built are subject to external provider
building control inspections.
• Regular quality inspections undertaken by
build employees, sales employees, and
regional directors.
• CRM system that puts customers in control
when raising issues and communicating with
customer care teams.
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Vistry Group PLC
OUR PRINCIPAL RISKS
continued
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
7. CYBER AND
TECHNOLOGY
CHANGE
Inability to safeguard systems,
data and operations from
cyberattacks, including incidents
affecting critical technology and
operational suppliers, resulting
in data breaches, operational
disruptions, financial loss
and reputational damage.
Failure to keep pace with
technological change, adopt
emerging capabilities and
modernise our systems and
processes, leading to poor
customer, partner and employee
experiences and potentially
higher operating costs.
Risk Owner:
Chief Financial Officer
Risk Appetite:
Cautious
Risk Velocity:
Immediate
INCREASED
• Risk impact and likelihood assessment
increased to capture the rapidly changing
nature of cyber risks and the third-party
supply chain cyber risk e.g. a critical supplier
experiences a cyberattack, resulting in
operational disruption to Vistry, such as an
inability to source materials required to
achieve build programmes.
• The pace of change in relation to new
technologies, and in particular, Artificial
Intelligence (AI), presents both opportunities
and threats for the Group. Should we fail to
safeguard the Group from malicious use of AI,
or adapt our systems, processes and policies
to leverage and support effective use of AI, we
could fail to achieve expected benefits.
• The Group uses common platforms and the
level of standardisation is increasing as we
align systems and processes to execute the
Partnership strategy. Our reliance on a smaller
number of Group wide IT systems could
impact operations should any of these
systems fail, become obsolete or be subject
to a cyberattack.
EMERGING FACTORS:
• Further unanticipated geo-political events
could lead to new external cyber threats aimed
at a national level or towards individual entities.
• Regular training, communications and simulated
phishing attacks ensure our people remain vigilant
to cyber related risks.
• The IT Governance Committee monitors technology
and behaviours to ensure sufficient investment
and continued progress in the identification and
resolution of threats.
• Regular internal and external cyber security reviews
and penetration testing, including Cyber Essentials
Plus accreditation.
• Cyber insurance policy in place and a close working
relationship with our corporate insurer who
provides simulated scenario events to ensure we
have sufficient disaster recovery processes.
• Level of cyber due diligence on the supply chain
continues to evolve to mitigate wider risks.
• New AI governance forum and policy established
during 2025.
8. PEOPLE AND
TALENT
An inability to attract, develop or
retain good people, from diverse
backgrounds that reflect the
communities we serve, combined
with failing to understand
and respond to evolving skill
requirements and not training
sufficient entry-level employees
through trainee, apprentice and
graduate schemes.
Risk Owner:
Chief People Officer & General
Counsel
Risk Appetite:
Neutral
Risk Velocity:
Moderate
UNCHANGED
• Broadened risk description to capture the
importance of diversity and inclusion in
meeting the evolving skills requirements of
the industry.
• The YourSay survey in July 2025 achieved a
59% favourable score. Targeted actions led
to an improved 62% score in the November
2025 pulse survey. These scores reflect
reduced but improving employee morale.
• Simplified leadership hierarchy introduced
at the start of 2025 is embedded, allowing
faster decision-making and greater
divisional oversight.
• The Group's ability to attact and retain
employees was impacted in the year for
reasons including the low levels of bonus paid
following the financial performance in 2024,
increased office attendance requirements and
reduced employee moral.
EMERGING FACTORS:
• The construction sector is facing a critical
shortage of new entrants, creating a widening
gap between the industry's growing workload
and its shrinking workforce.
• Culture Framework launched at end of 2024 to
embed core values of integrity, caring and quality.
• Monitoring employee satisfaction through the
YourSay engagement survey.
• Refreshed People Strategy lanched in 2025 focusing
on leadership and career framework, future talent
and succession and employee experience.
• Robust succession planning processes in place
to retain and develop talent.
• Prioritised engagement and communication across
key employee issues including diversity and inclusion,
sustainability and mental health and wellbeing.
• Measurement of key indicators, including employee
turnover, diversity and stability index, and regular
reporting to the ELT and Board to ensure trends are
understood and any issues are responded to.
• ELT roadshows across the Group to explain the
strategy, trading updates and the future of our
Group, providing all employees with the opportunity
to ask questions through an anonymous system for
full transparency.
• Vistry Group is accredited as a Real Living
Wage employer.
• New Timber Frame Installer apprenticeship
programme launched in 2025.
• Involvement with the HBF Women into Home
Building initiative which introduces more
women to careers in site management.
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
9. BUILDING SAFETY
AND REGULATORY
COMPLIANCE
An inability to fulfil regulatory
planning, building, environmental
and technical requirements for new
homes and communities.
In addition, the threat of new
unquantified liabilities from past
developments becoming material
and failure to meet our government
commitments on remediation.
Risk Owner:
Chief Commercial Officer
Risk Appetite:
Averse
Risk Velocity:
Moderate
UNCHANGED
• We are a signatory of the Remediation Developer
Contract with the UK government and are
committed to supporting leaseholders by funding
or remediating fire safety work in buildings over 11
metres tall where we were the original developer.
The Group also continues to receive claims from
building owners where we acted as contractor,
rather than developer, and build safety defects
have been identified.
• We continue to make good progress with
remediation works with 99% of the buildings
included in the provision now assessed and the
completion of remediation work on 21 buildings
during the period.
• Delays caused by BSR Gateway approvals continue
to impact project schedules, potentially leading to
contractual disputes and cost pressures.
• Building Safety Levy will commence from
October 2026.
EMERGING FACTORS:
• Significant number of legacy building projects
requiring BSR approval in 2026.
• Awaiting full details of Future Homes Standard and
implementation dates to assess if cost and design
assumptions of complying with regulations need
to be revisited.
• Group Design and Technical Director
oversees home build standards ensuring
a standardised approach to our homes
where appropriate.
• Dedicated team focused on legacy building
safety remedial works.
• The Group has reviewed all buildings over
11 metres tall where it was the developer
to understand the building safety risk
and potential liability. A provision was
made for the expected costs of any
remedial works that may be required.
Ongoing assessment continues, based
on the latest government position and
legislative changes.
• A central planning and policy team
supports the entirety of the Group,
providing support interpreting
planning and government policy.
The team engages with government on
policy development and coordinates
responses to forthcoming change.
• We have a proactive approach to
environment and habitat and measure
performance indicators in relation to
diversity, environment and net-gain
requirements. In addition, we have
existing relationships with wildlife
organisations and conservation trusts.
• Membership with HBF and Land, Planning
and Development Federation enables
Vistry to monitor and influence policy
changes, where required.
10. SAFETY, HEALTH
AND ENVIRONMENT
(SHE)
A loss of trust in the Group’s ability
to build communities safely and
in an environmentally responsible
way or avoid preventable accidents
that harm people, communities, or
the environment.
Risk Owner:
Chief Commercial Officer
Risk Appetite:
Averse
Risk Velocity:
Immediate
INCREASED
• The level of legacy building safety works in
buildings occupied by residents and the volume
of manufacturing activity have increased over the
past year, presenting new health and safety risks
that require careful management and monitoring.
• An increased incidence of severe weather
and flooding heightens the underlying risk of
environmental pollution during construction.
• It is imperative that SHE responsibilities are
clearly understood and effectively discharged
by all employees to maintain our strong safety
performance and compliance standards.
• Our unified Group wide SHE system
continues to support a single set of
processes across the Group.
• Health and safety issues are reviewed
and considered at every meeting of
the Board and ELT and at Regional
Board meetings.
• Dedicated SHE Director and team,
supported by independent third-party
providers undertaking site and office
visits and regular audits.
• Best practice shared across the Group.
ISO 45001, ISO 14001 and ISO 9001
Management Systems in place.
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Vistry Group PLC
OUR PRINCIPAL RISKS
continued
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
11. CORPORATE
REGULATORY
COMPLIANCE
Failure to comply with legal and
other regulatory requirements, in an
increasingly litigious environment,
may result in fines, criminal penalties
for Vistry or employees and litigation
that may lead to adverse financial,
legal and reputational consequences.
Risk Owner:
Chief People Officer & General
Counsel
Risk Appetite:
Averse
Risk Velocity:
Rapid
NEW RISK
• In 2024, this risk formed part of the
‘Legislation and Building Safety Risk’.
Following reassessment, it has been
determined that this risk should be
presented separately in 2025.
• The risk covers regulatory compliance
requirements including GDPR, anti-money
laundering, anti-bribery, anti-fraud,
competition law, modern slavery and tax
corporate criminal offence compliance.
EMERGING FACTORS:
• New sector consultations represent an
emerging element for this risk, with the
potential for increased compliance
requirements and costs.
• Group wide policies and mandatory
compliance training is completed by
all employees through the Vistry
Learn portal.
• Role specific training e.g. anti-money
laundering training for sales teams.
• Independent internal compliance reviews
completed for GDPR, anti-money
laundering and right to work.
• Membership with HBF enables Vistry to
monitor and challenge policy changes,
where required.
12. SUSTAINABILITY AND
SOCIAL VALUE
A failure to achieve the Group’s
sustainability and social value
commitments, including our pathway
towards net-zero carbon targets,
contribution towards alleviating the
UK housing shortage, and articulating
key sustainability metrics and
progress towards them, could weaken
stakeholder confidence and result in
government, investor, customer, and
partner expectations being missed.
Risk Owner:
Chief Commercial Officer
Risk appetite:
Neutral
Risk Velocity:
Cautious
DECREASED
• Our strategy embeds the Group as the leading
provider of affordable mixed-tenure homes,
meaning we are at the forefront of addressing
the UK housing crisis. This increases the
importance of meeting our targets, as
well as communicating this purpose to all
stakeholder groups.
• As a Partnerships business, maintaining our
sustainability and social value credentials has
become more critical in securing funding for
projects supported by social housing providers,
local authorities, and investors.
• The Future Homes Standard has not yet been
brought to parliament, reducing regulatory
requirements in the short-term, with the Group
well advanced in preparing for these standards
and investing in technology for the future.
• Group continues to target its 2030 and
2040 commitments.
EMERGING FACTORS:
• The government's 1.5m homes target may
increase the pressure on our supply chain to
deliver both the volumes of homes, but also the
availability of efficient smart or sustainability
compatible components, hampering our
performance towards stated targets.
• A Sustainability Committee oversees
the Group's response to all matters
of sustainability and social value and
its climate response. This includes
participation of a Non-Executive Director
and members of the ELT, alongside
representatives from across the Group.
• Delivery of a sustainability strategy, informed
by a materiality assessment, stakeholder
engagement and approved by the
Sustainability Committee, including target
setting and performance metrics. Progress
against targets is regularly reported to the
ELT and Board.
• Signatory to the Business Ambition for
1.5°C, with approved science-based targets.
• Ongoing assessment against the road
map to deliver zero-carbon-ready homes
and delivery of a carbon action plan to
reduce Scope 1 and Scope 2 emissions.
• Disclosures consistent with the
TCFD recommendations.
• Testing innovative products to help
inform future house types, such as the
Mauer Brick Cladding solution and
‘zero-bills’ homes, with a dedicated
technical innovation team following a
robust new product introduction process.
!
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Vistry Group PLC
Elgar Park, Worcester
Harrington Gardens, Exeter
VIABILITY ASSESSMENT
The assessment has been made using a period of five years
commencing on 1 January 2026. This is consistent with the
timeframe focused on for the Group's strategic financial plan,
which is updated annually and reviewed by the Board, and
aligns with the average life cycle of our developments.
The early years of the financial plan are prepared in detail,
based on the development of our existing land bank and
expected market, economic and regulatory conditions.
There is inherently more uncertainty in the later years of the
plan, as it incorporates a higher level of assumed housing
completions from owned land currently without planning
permission, or land not currently owned by the Group.
The assessment took account of the Group’s current
position and the potential financial and reputational impact
of the principal risks on the Group’s ability to deliver its
financial plan. Whilst all the principal risks identified and
described on pages 56 to 61 could have an impact on the
Group’s performance, sensitivity testing to consider the impact
of a number of plausible downside scenarios on the Group’s
funding headroom (including financial covenants within
committed bank facilities) has only been undertaken on those
specific risks with the greatest potential to impact the Group’s
financial position. These are detailed in the table later in this
section.
The base case model assumes compound annual revenue
growth within the Group's targeted range of 5% to 8% with
operating margin moving towards our targeted level of 12.0%.
Operating cash flows are driven by the timing of construction
and land spend and receipts from programmed completions
on schemes. The forecast assumes that surplus capital is
returned to shareholders in line with the Group’s stated capital
allocation policy.
At the 2025 year end, the Group had £1,000m in committed
borrowing facilities with well-spread maturities out to 2028,
including a £100m US private placement facility expiring
in February 2027, and a £500m revolving credit facility and
£400m of term borrowings maturing in April 2028.
In addition to the committed facilities, the Group has
an uncommitted overdraft facility of £5m and two
uncommitted borrowing lines with members of its existing
lender pool, providing a further £125m of borrowing capacity.
These facilities are on-demand facilities with more flexible
borrowing terms to support the Group's short-term, in-month,
borrowing requirements. The Group also has promissory note
and bill of exchange facilities, as described in note 21 of the
financial statements, which it utilises for land purchases.
The Group regards its current banking arrangements as
adequate for its needs in terms of flexibility and liquidity and
expects to commence the process to re-finance the facilities
during 2026. During recent re-financings of the Group, appetite
from lenders has been shown to be strong, and the Group
retains good relationships with its existing lenders. There is
no known reason why a re-financing at an appropriate level
would not be possible. As at 31 December 2025, the Group had
£500m drawn under its facilities. See note 20 of the financial
statements for further information.
The Board reviewed the following key considerations in
its assessment:
• The Group’s strong market position and multiple brands that
offer differing propositions across all housing tenures;
• The lower risk profile of the Partnerships model which will
provide more resilient and less cyclic revenues;
• The improving market outlook following the unprecedented
levels of funding announced by the Government for new
affordable housing;
• The Group’s substantial asset base, cash generation
capabilities and funding headroom;
• Maintaining financial discipline including a clear capital
allocation policy that prioritises investment in operating
businesses and sustainable shareholder distributions;
• A high-quality land bank with in-excess of 71,000 plots to
safeguard future growth commitments; and
• The assumption that, if one of the downside scenarios were
to arise, the Group would adjust its strategy accordingly to
preserve cash. This would include, managing its working
capital payments, suspending the purchase of uncommitted
land, changing the build profile of existing developments and
reviewing the Group’s capital allocation strategy including
shareholder distribution levels.
The Group’s viability and going concern assessments have
been carried out without consideration for the uncommitted
facilities, however, they provide further protection against the
downside scenarios modelled.
VIABILITY AND GOING CONCERN STATEMENTS
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63
The Board has assessed the prospects of the Group and its longer-term viability, taking
account of its current position and principal risks.
SCENARIO TESTING
The financial plan has been tested using the following scenarios to determine whether the Group could continue in operation over
the five-year assessment period to December 2030:
SCENARIO PRINCIPAL RISK MAPPING
Reductions in the volume of:
• Open Market homes: 48% reduction to 30 June 2026, 30%
reduction between 1 July 2026 and 30 June 2027, with the
reduction tapering down to 10% by July 2028 and throughout
the remainder of the review period.
• Unsecured Partner Funded homes: delays in the completion
of large new contracts in the period to 30 June 2026 and 5%
overall reduction throughout the review period.
• Risk 3: Economic and sales environment
• Risk 5: Land and planning
• Risk 6: Partner and customer relationships
Reduction in average sales prices:
• Open Market homes: reduction of 3% throughout the
review period.
• Unsecured Partner Funded homes: reduction of
3% from 1 July 2026 and throughout the remainder of the
review period.
• Risk 3: Economic and sales environment
• Risk 5: Land and planning
• Risk 6: Partner and customer relationships
Increase of 5% in build costs from 1 September 2026 and
throughout the review period.
• Risk 3: Economic and sales environment
• Risk 4: Supply chain
• Risk 1: Project delivery and contractual exposure
• Risk 9: Building safety and regulatory compliance
Severe downside case. • All of the above
Our assessment included modelling the impact of the
individual scenarios and a severe downside case where all
these scenarios arise together. Even if this occurs, there is still a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities provided that mitigating
actions are taken. The Board considered a range of potential
mitigating actions that may be available. These primarily
include managing working capital payments, overhead
reductions, a reduction in uncommitted land investment and
a reduction in the level of shareholder distributions. These are
considered achievable and have been borne out in practice in
previous years when needed.
VIABILITY STATEMENT
Based on the results of this analysis, the Board has a
reasonable expectation that the Group has adequate
resources to continue in operation, meet its liabilities as they
fall due, maintain sufficient available cash across the five-
year assessment period to 31 December 2030 and stay within
any required banking covenants to ensure the continued
availability of committed borrowing facilities. For the purposes
of testing viability, it is assumed that equivalent facilities are
available past existing maturity dates and throughout the
period included in the review.
GOING CONCERN
The Board considered it appropriate to prepare the financial
statements on the going concern basis, as explained in note
1.4 of the financial statements. In forming this view, the Board
reviewed a cash flow forecast using a number of scenarios,
including a likely base case and a severe but plausible
downside scenario. In the severe but plausible downside
scenario, the same assumptions were made around volumes,
sales pricing and build costs as were modelled for the viability
assessment. In each of these scenarios, the forecasts indicated
that there was sufficient headroom and liquidity for the
business to continue, allowing for the mitigation measures
described in note 1.4 of the financial statements, and based on
the facilities available to the Group. In each of these scenarios,
allowing for the aforementioned mitigating actions, the Group
is also forecasted to be in compliance with the required
covenants on the aforementioned borrowing facilities.
The Strategic report outlined on pages 2 to 64 was approved
by the Board and has been signed on its behalf by the Chief
Financial Officer.
On behalf of the Board
TIM LAWLOR
Chief Financial Officer
3 March 2026
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Vistry Group PLC
OUR STRATEGIC PRIORITIES
GOVERNANCE REPORT
KEY
CONTENTS
Chair's governance letter to shareholders 66
Board of Directors 68
Governance at a glance 70
Board leadership and Company purpose 71
Stakeholder engagement 78
The Board and culture 82
Composition, succession and evaluation 84
Nomination Committee report 90
Audit Committee report 94
Remuneration Committee report 104
Directors' remuneration report 108
Remuneration policy 120
Directors' report 128
Directors' responsibilities statement 132
OUR STAKEHOLDERS
PEOPLE PARTNERS CUSTOMERS COMMUNITIES SUPPLY
CHAIN
REGULATORS INVESTORS
WORKING IN
PARTNERSHIP
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
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65
GOVERNANCE HIGHLIGHTS
•
Strengthened governance to support the combined
Chair and CEO role
•
Active and thoughtful Board refresh, succession
and induction
•
Clear emphasis on purpose, values, integrity and
culture oversight
•
Transparent diversity position and intentional
stakeholder engagement
DEAR SHAREHOLDER
I am pleased to write my second governance letter to you
since my appointment as Executive Chair and CEO.
This Governance Report details the Board’s approach to
the governance of the Group for the financial year ending
31 December 2025 and complements my opening Chair’s
statement on pages 4 and 5.
As a Board, we are clear that our primary responsibility is
to ensure the effective leadership of the Group to promote
its long-term sustainable success and to generate value
for shareholders, all whilst recognising the importance and
value to all of our stakeholders. We explain our Corporate
Governance Code compliance on the following pages in the
Corporate Governance Statement for 2025.
COMBINED ROLE
I have held the combined role of Executive Chair and
CEO since the 2024 Annual General Meeting. The Board
acknowledges the requirement of the Code to keep these
roles separate and additional measures are in place to
bolster our governance and to strengthen oversight of these
two functions. Rob Woodward, has enhanced governance
responsibilities in his role as Senior Independent Director
(SID), including duties which would ordinarily be carried out
by the Chair, such as:
•
Chair of the Nomination Committee
•
Lead the recruitment of Non-Executive Directors and
succession planning for the role of CEO
•
Work with the Executive Chair and CEO to oversee the
succession planning of executive management
•
Lead the annual Board performance review
•
Hold regular meetings with the other Non-Executive Directors
without the Executive Directors present to facilitate a full and
frank airing of views
•
Maintain an active dialogue with shareholders on
governance matters
•
Provide enhanced oversight on corporate governance matters
in conjunction with the Executive Chair and CEO
Full details of the responsibilities of the SID can be
found in the bespoke Division of Responsibilities on the
governance section of our website at www.vistry.co.uk
The Board continues to support the combined role of
Executive Chair and CEO and considers that it is in the
best interests of the Group at this time, allowing it the
benefit of my sound leadership and significant experience,
thus enabling the ongoing commercial success of the Group.
The Board is of the view that there is sufficient independent
challenge and judgement to ensure highly effective,
independent governance.
BOARD APPOINTMENTS AND
SUCCESSION PLANNING
There were a number of Board changes in the year.
During the first half of 2025, the Nomination Committee
led by Rob Woodward, re-commenced its search for a high-
calibre independent Non-Executive Director, taking into
account the evolving need for skills and the importance
of diversity. In October 2025, Sue Farr was appointed as an
Independent Non-Executive Director. The Committee was
pleased that Sue met the stated requirements of being a
high-quality individual with strong business capabilities,
along with her significant UK plc boardroom and marketing
experience. Chris Browne and Helen Owers both stepped
down as Independent Non-Executive Directors; Chris from
conclusion of the 2025 AGM, and Helen Owers with effect
from 30 September 2025.
CHAIR'S GOVERNANCE LETTER TO SHAREHOLDERS
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Vistry Group PLC
GREG FITZGERALD
Executive Chair and CEO
Sue has undertaken a comprehensive Non-Executive Director
induction programme, which included numerous visits to
developments across the Group and to the East Midlands
Vistry Works factory and Innovation Centre. She has also
met with members of the ELT, other senior leaders, and key
advisors, and received a briefing on the specific accounting
issues of the Partnerships model.
Further details on the induction programme are on
page 86.
PURPOSE, VALUES AND CULTURE
Earning trust, doing the right thing and acting with integrity
underpins our ability to deliver long-term sustainable
value for all of our stakeholders. The Board is responsible
for establishing and articulating the Group’s culture and
maintains oversight to ensure it is embedded across the
business. We have a clear purpose with a set of values and
behaviours set out in the Vistry Culture Book that articulates
the culture we seek to embed across the Group.
Further details of how the Board assesses and monitors the
Group’s culture are on page 83.
BOARD PERFORMANCE REVIEW
In accordance with good governance practice, we undertake
annual performance reviews to ensure that the Board, its
Committees and each Director performs effectively. The Code
requires that such evaluation is externally facilitated at least
every three years. An external evaluation was undertaken
in 2024 and therefore an internal evaluation was carried out
for 2025.
Further details of the internal Board evaluation and its
outcomes are on page 87.
BOARD DIVERSITY AND INCLUSION
The Board is committed to achieving diversity and inclusion
across the Group.
As at 31 December 2025, the proportion of women on the
Board was 37.5% with no senior Board member being a
woman and one member of the Board from a minority
ethnic background. Therefore, the Board currently meets
one of the diversity targets in UK Listing Rule 6.6.6(9). It is
acknowledged that the proportion of women on the Board
has reduced below 40% which is in part due to the number
of Directors reducing by one. The Board shall continue to
take the diversity requirements into account when
undertaking any future recruitment for Non-Executive
Directors. The Committee acknowledges that the recruitment
of the Senior Independent Director during early 2024,
was an opportunity to address the target in UKLR 6.6.6(9)
(ii) that at least one senior role on the Board is held by a
female. However, given the unconventional and enhanced
governance remit of the Senior Independent Director
position, the Committee considered it essential that the
appointment be guided first and foremost by the depth of
skills, experience and expertise required for the role. While
the Board remains committed to progressing diversity in line
with regulatory expectations, this appointment demanded a
level of capability that could not be compromised or unduly
influenced by the need to meet diversity targets.
STAKEHOLDER ENGAGEMENT
The long-term sustainable success of our business is
dependent on a wide range of stakeholders, the Board and
the Directors taking their duties seriously and considering
the needs and concerns of all stakeholders in discussions
and decision-making processes.
During the year, our Board has continued its programme
of engagement with stakeholders. I hold regular meetings
with shareholders on business performance and governance
and for a second year, Rob has held numerous meetings
with shareholders on governance and Board succession,
providing his perspectives on the effectiveness of the adapted
governance arrangements. He also explained the significant
control enhancements that were implemented following the
issues in the former South Division in 2024.
In the autumn, Paul Whetsell held engagement meetings with
a number of shareholders on the proposed changes to the
Company's Remuneration Policy.
Sue Farr is the Workforce Engagement Non-Executive Director
and has actively stepped into this role since taking over
from Helen Owers. She attends employee engagement
'People Forums' to hear directly from our employees on the
topics that matter to them, and provides feedback to the
Board following each meeting.
During the year, the Board met with Jefferies and the Home
Builders Federation to hear their perspectives on the future
of the residential housing market in light of the government’s
aspirations to build 1.5m homes.
Further information on our stakeholders, our methods of
engagement and our Board decision-making can be found
on pages 75 to 81 and should be read in conjunction with
our Section 172(1) statement on page 5.
OUTLOOK
I believe that your Board remains effective and continues
to work very well. I and the Board are mindful that the
combined role of Executive Chair and CEO is unconventional
and not in compliance with the Code. As such, the Board
has a considered approach to the Code and purposefully
elects to ‘explain’ why in certain areas ‘to comply’ is not in the
best interest of the Group or its stakeholders. This continues
to be done with care and deliberation to promote the
success of the Company for the benefit of its shareholders
and other stakeholders. I am pleased with the thoughtful
and considered approach in this regard, and the Board will
continually look for ways to learn and improve.
GREG FITZGERALD
Executive Chair and CEO
3 March 2026
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Vistry Group PLC
GREG FITZGERALD
Executive Chair and
Chief Executive Officer
Appointed to the Board: 18 April 2017
Committee memberships: None
External appointments:
Non-listed: Chair of Ardent Hire Solutions
Limited and Baker Estates Limited.
Key experience:
Greg was Chief Executive of Galliford Try PLC from 2005 to 2015, having previously been Managing Director of
its house building division. Prior to this, he was a founder and later, Managing Director of Midas Homes, which
was acquired by Galliford Try PLC in 1997. As Chief Executive, he transformed Galliford Try PLC from a building
contractor into a well-respected house building and construction business, which included the acquisition of
Linden Homes in 2007. Greg was Executive Chair of Galliford Try PLC before becoming Non-Executive Chair.
In addition, he served as Non-Executive Director of the National House Building Council.
What he brings to the Board:
Leadership and strategic focus in the house building and construction industry, business growth and
value creation.
TIM LAWLOR
Chief Financial Officer
Appointed to the Board: 11 November 2022
Committee memberships: None
External appointments: None
Key experience:
Tim joined the Group as part of the acquisition of Countryside Partnerships plc in 2022, where he served as
CFO. He has strong financial and commercial expertise having served for seven years as CFO of Wincanton Plc,
the largest British third party logistics company, before joining Countryside. Prior to Wincanton Plc, Tim held
a number of senior group, divisional and international finance roles at large listed companies, including Serco
and Sea Containers. Tim qualified as a Chartered Accountant at Deloitte, where he worked for seven years
based in the UK and North America. He holds an MA in Economics from Cambridge University.
What he brings to the Board:
Leadership, strategic focus, extensive corporate and commercial experience, financial and accounting expertise.
ROB WOODWARD CBE
Senior Independent Director
Appointed to the Board: 16 May 2024
Committee memberships:
Chair of the Nomination Committee,
and Member of the Remuneration
Committee and Audit Committee
External appointments:
Listed: Chair of Ebiquity plc. and Chair of
Lumi Gruppen.
A
N
R
Key experience:
Rob has held leadership positions across both the public and private sectors. Rob was appointed Chair of the
Met Office Board in July 2018, a position he held until November 2024. His experience includes over 10 years as
Chief Executive Officer of STV Group plc leading its successful transformation into a pre-eminent digital media
group. He had previously been Commercial Director at Channel 4 Television, Managing Director with UBS
Corporate Finance and lead partner for Deloitte’s Telecoms, Media & Technology Industry Group in Europe.
As Chair he oversaw the sale of technology company Blancco plc last year to US private equity. Rob was
appointed as Chair of Glasgow Caledonian University in February 2018, a position held until February 2025.
What he brings to the Board:
Experienced CEO with executive and operational transformation experience within listed companies. Holds
current Chair and Non-Executive Director roles in listed companies.
PAUL WHETSELL
Independent Non-Executive Director
Appointed to the Board: 18 May 2023
Committee memberships:
Chair of the Remuneration Committee
and Member of the Nomination
Committee and Audit Committee
External appointments:
Listed: Non-Executive Director of Boyd
Gaming Corporation Inc. and Hilton
Grand Vacations Inc.
A
N
R
Key experience:
Paul is a highly experienced Chief Executive Officer in the hospitality sector and an experienced Non-Executive
Director. He is currently CEO of CapStar Hotel Company and has more than 45 years of experience in the
hospitality industry. Paul founded the original CapStar Hotel Company in 1987. In August 1996, the company
listed on the New York Stock Exchange. He was Chairman and CEO of the REIT MeriStar Hospitality Corporation
and the operating company MeriStar Hotels and Resorts, Inc. He served as Chairman and CEO of Interstate
Hotels and Resorts, Inc. and President & CEO of Loews Hotels & Resorts. From 2007 until 2018, Paul served on
the board of NVR, Inc., one of America’s largest home builders.
Paul currently serves on the board of directors as a Non-Executive Director of Boyd Gaming Corporation Inc.,
operator of 28 gaming entertainment properties, and Hilton Grand Vacations Inc., a leading global timeshare
company. He is also the Remuneration Committee Chair for Hilton Grand Vacations Inc and Boyd Gaming
Corporation Inc.
What he brings to the Board:
Experienced Non-Executive Director and Remuneration Committee Chair. Strong Board and broad strategic
advisory experience, having served on numerous Boards, including a leading American homebuilder.
BOARD OF DIRECTORS
Back row, left to right: Alice Woodwark, Paul Whetsell, Rowan Baker, Rob Woodward CBE
Front row, left to right: Tim Lawlor, Clare Bates, Greg Fitzgerald, Sue Farr, Usman Nabi
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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69
ROWAN BAKER
Independent Non-Executive Director
Appointed to the Board: 18 May 2022
Committee memberships:
Chair of the Audit Committee, and Member
of the Nomination Committee and
Remuneration Committee
External appointments:
Listed: Executive Director of Essentra plc.
A
N
R
Key experience:
Rowan is a highly experienced Chief Financial Officer in construction and development. She is currently
the Chief Financial Officer of Essentra plc and is a member of the Board of the Audit Committee Chairs
Independent Forum. Prior to her role at Essentra plc, Rowan was the Group Chief Financial Officer of Laing
O'Rourke from 2020 to 2024 and from 2017 to 2020 was the Chief Financial Officer of McCarthy Stone.
Prior to joining McCarthy Stone, Rowan worked in finance for Barclays Bank plc and in professional services
for PwC. Rowan has a Master’s degree in Law from Cambridge University and is a qualified accountant and
chartered tax adviser.
What she brings to the Board:
Extensive experience of the construction sector and the challenges it faces to improve productivity, deliver
greater certainty for clients and overcome a long-standing skills shortage. Her financial expertise and sector
experience will further strengthen the Board as the Company delivers its growth strategy.
ALICE WOODWARK
Independent Non-Executive Director
Appointed to the Board: 16 May 2024
Committee memberships:
Member of the Nomination Committee,
Remuneration Committee and Audit
Committee
External appointments:
Listed: CEO of Vp plc.
A
N
R
Key experience:
In February 2026, Alice was appointed as CEO of Vp plc. Prior to this she was Managing Director of Mitie
Group plc’s Communities division between 2021 and 2025. She started her career with management
consultancy McKinsey, working extensively across the UK and US in the infrastructure, transport, hospitality
and retail sectors. Alice joined Compass Group in 2013, serving as Group Head of Strategy and M&A and
subsequently in Managing Director positions for Compass UK.
What she brings to the Board:
Extensive experience within management consultancy across the UK and US as well as holding senior
executive roles within FTSE companies. Strong focus on delivering strategic and operational change and
investment in people driven culture.
SUE FARR
Independent Non-Executive Director
Appointed to the Board: 1 October 2025
Committee memberships:
Member of the Nomination Committee,
Remuneration Committee and Audit
Committee
External appointments:
Listed: Non-Executive Director and SID of
Helical plc and THG plc, Non-Executive
Director of Ebiquity plc.
A
N
R
Key experience:
Sue brings a wealth of experience in marketing, branding, and corporate communications to the
Board, following a distinguished executive career that includes senior roles such as the first Director of
Marketing at the BBC, Corporate Affairs Director at Thames Television, and Director of Communications at
Vauxhall Motors.
In her non-executive career, Sue has held numerous board-level positions and currently serves on the
boards of Ebiquity plc (as Chair of the Remuneration Committee), Helical plc, and THG plc, where she is
Senior Independent Director at both. Her previous non-executive roles include Dairy Crest plc, Millennium
& Copthorne Hotels plc, New Look plc, BAT plc, the Unlimited Group, and Lookers plc. She has also served
as a Trustee of Historic Royal Palaces and is a former Chair of both the Marketing Society and the Marketing
Group of Great Britain.
What she brings to the Board:
Extensive expertise in marketing, branding, and corporate communications, alongside significant
operational and board-level experience.
USMAN NABI
Non-Executive Director
Appointed to the Board: 12 January 2024
Committee memberships:
Member of the Nomination Committee
External appointments:
Non-Listed: Managing Partner and Chief
Investment Officer of Browning West.
N
Key experience:
Usman is the Co-Founder and Chief Investment Officer of Browning West. Prior to founding Browning West,
he was Senior Partner at investment management firm H Partners Management. Usman also held previous
roles as an Analyst at Perry Capital LLC and as a Private Equity Associate at The Carlyle Group. He began his
career as an Investment Banking Analyst at Lazard in the firm’s Mergers & Acquisitions group.
Previously, Usman served on the Board of Directors of Tempur Sealy International Inc. (now Somnigroup
International Inc.), where he was a member of various committees, including Chairman of the CEO
Search Committee and also co-led two CEO search processes. Usman served on the Board of Six Flags
Entertainment corporation, which included as Executive Chairman during its emergence from bankruptcy
in 2010. Usman also served on the Board of Directors of Domino’s Pizza Group plc as a Non-Executive
Director and a member of the Nomination Committee, where he also co-led the search processes for both
the Chairman and CEO positions. Usman earned his B.A. from Harvard College and his M.B.A. from Stanford
University’s Graduate School of Business.
What he brings to the Board:
Experienced Non-Executive Director. Strong Board and broad strategic advisory experience having served
on several boards.
CLARE BATES
Chief People Officer and General Counsel
Company Secretary
Appointed to the Board: 4 May 2021
Committee memberships: Secretary to the
Board and Board Committees
Key experience:
Clare is a qualified solicitor with over 20 years of experience. She joined the Group in May 2021 and was
previously Deputy General Counsel and Company Secretary at ConvaTec Group Plc from its listing in 2016
to 2021. Prior to ConvaTec, Clare held increasingly senior legal roles at listed businesses after leaving private
practice in 2007.
What she brings to the Board:
Governance, regulation, compliance and corporate legal expertise.
Key for the Committees:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee Chair of Committee
Directors who served during the year: Chris Browne stepped down as Non-Executive Director at the close of the 2025 Annual General Meeting on 14 May 2025
and Helen Owers stepped down as Non-Executive Director on 30 September 2025.
GOVERNANCE AT A GLANCE
CORPORATE GOVERNANCE STATEMENT
This corporate governance statement as required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency
Rule 7.2 (DTR 7.2), together with the rest of this governance report and the Committee reports, forms part of the Directors' report
and has been prepared in accordance with the principles of the Financial Reporting Council’s (FRC) UK Corporate Governance
Code 2024 (the Code), which came into effect for financial year beginning 1 January 2025 with the exception of provision 29
which applies from 1 January 2026. The Board has already undertaken significant preparatory work to enhance internal control
frameworks and assurance processes in respect to Provision 29 and further details of these activities and progress can be found
on page 54 of this Annual Report and Accounts. A copy of the Code can be found on the FRC’s website: www.frc.org.uk.
The Board confirms that throughout the financial year ended 31 December 2025 and as of the date of this Annual Report and
Accounts, we have complied with all the provisions of the Code other than Provision 9; further details outlining our approach to
Provision 9 can be found on page 66.
BOARD GOVERNANCE FOCUS AREAS
The chart below highlights how the Board
allocated its meeting time during the
financial year. An overview of the Board's
year can be found on pages 72 and 73.
BOARD MEETING ATTENDANCE
DIRECTOR ROLE
SCHEDULED
MEETINGS
ADHOC
MEETINGS
Greg Fitzgerald Executive Chair and CEO 6/6 2/2
Rob Woodward Senior Independent Director 6/6 2/2
Paul Whetsell Independent Non-Executive Director 6/6 2/2
Alice Woodwark Independent Non-Executive Director 6/6 2/2
Usman Nabi Independent Non-Executive Director 6/6 2/2
Rowan Baker Independent Non-Executive Director 6/6 2/2
Tim Lawlor Chief Financial Officer 6/6 2/2
Chris Browne (until 14 May 2025) Former Independent Non-Executive Director 2/3 1/1
Helen Owers (until 30 September 2025) Former Independent Non-Executive Director 4/4 1/1
Sue Farr (since 1 October 2025) Independent Non-Executive Director 1/1 1/1
CODE PROVISIONS
BOARD LEADERSHIP AND COMPANY PURPOSE
Board’s role and effectiveness 71
Alignment of purpose, strategy, sustainability and culture 82 to 83
Resources, controls and risk profile 54 to 61
Stakeholder engagement 78 to 81
Workforce policies 40 to 42
DIVISION OF RESPONSIBILITIES
Chair’s role 66, 71 and 91
Board composition and division of responsibilities 71 and 84
Role of Non-Executive Director and time commitment 71, 74 and 86
Company Secretary 71 and 86
COMPOSITION, SUCCESSION AND EVALUATION
Appointments and succession planning 86, 91 and 92
Skills knowledge and experience 68, 69 and 85
Board evaluation 87 to 88
AUDIT, RISK AND INTERNAL CONTROLS
Internal and external audit policies and procedures 95 to 102
Fair, balanced and understandable assessment 100
Risk management 96 to 97
REMUNERATION
Remuneration policies and practices 120 to 127
Developing remuneration policy and pay packages 108 to 119
Remuneration outcomes and discretion 105 to 119
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Executive Chair & CEO
Executive Director
Non-Executive Director
Independent Non-Executive Director
0 - 2 Years > 2 - 4 Years
4+ Years
Male Female
1
1
5
1
3
4
3
5
1
20%
25%
10%
25%
10%
7.5%
2.5%
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BOARD LEADERSHIP AND COMPANY PURPOSE
EXECUTIVE LEADERSHIP TEAM
Oversees the implementation of the Group’s strategy and ensures the Group’s operations and performance are delivered in line with the
established risk management framework. Pages 54 to 61.
MANAGEMENT COMMITTEES
RISK OVERSIGHT
COMMITTEE
SUSTAINABILITY
COMMITTEE
DIVERSITY AND
INCLUSION
COMMITTEE
INVESTMENT
COMMITTEE
GROUP
LEADERSHIP
TEAM
BOARD REPRESENTATION FROM NON-EXECUTIVE DIRECTORS
BUSINESS
IMPROVEMENT
GROUPS
LEADERSHIP
EXECUTIVE CHAIR AND CEO
GREG FITZGERALD
Greg oversees the Company’s strategy and performance, ensuring alignment with the Company's strategic objectives supported by an
effective Board. Acting as Executive Chair and CEO, Greg leads the Executive Leadership Team (ELT) to align with the Company’s overall
strategy and culture. As Chair of the Board, Greg encourages open discussions and constructive debate among Directors, and actively
engages with shareholders.
OVERSIGHT
NON-EXECUTIVE DIRECTORS
ROWAN BAKER, PAUL WHETSELL, ALICE WOODWARK,
SUE FARR, USMAN NABI
The NEDs offer constructive challenge and independent
insight to help achieve the Company’s strategic goals within its
risk and control framework. Each NED serves on at least two
Board committees, except Usman Nabi, who is not considered
independent. NEDs uphold the Group’s values and ensure high
standards of corporate governance.
SENIOR INDEPENDENT DIRECTOR
ROB WOODWARD
Rob supports the Executive Chair and CEO to ensure
the Board discharges its duties and fulfils good
corporate governance. Upon Rob’s appointment as SID, at
the same time as Greg's appointment as Executive Chair,
a bespoke Division of Responsibilities was established to
reinforce corporate governance.
GOVERNANCE
CHIEF PEOPLE OFFICER AND GENERAL COUNSEL, COMPANY SECRETARY
CLARE BATES
Clare supports the Board to discharge its duties and ensures members receive accurate and timely information. Clare coordinates the
onboarding for all Directors and is responsible for the ongoing training and development for the Board as a whole.
GOVERNANCE FRAMEWORK
The Board views robust governance as fundamental to executing our strategy and securing the Group’s long-term success.
Effective strategic leadership depends on a framework built on accountability, transparency, responsibility, and strong controls.
DIVISION OF RESPONSIBILITIES
THE BOARD
The Board of Directors
provides leadership and
oversight by setting the
Group’s strategy, purpose,
risk appetite, and culture,
while ensuring a robust
framework of internal
controls to safeguard
long-term success
NOMINATION COMMITTEE
Oversees composition and succession planning for the Board and senior management
succession planning. Pages 90 to 92.
AUDIT COMMITTEE
Oversees financial reporting, internal controls and risk management, evaluates the effectiveness
of external and internal auditors, and ensures the whistleblowing process operates effectively.
Pages 94 to 102.
REMUNERATION COMMITTEE
Ensures remuneration policies support the Group’s strategy and long-term success, oversees
implementation for Executive Directors and senior management and reviews workforce
remuneration. Pages 104 to 127.
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
OVERVIEW OF THE BOARD'S YEAR 2025
FEBRUARY
• Reviewed the findings of the external Board performance
review.
• Received an update on partner feedback following the cost
issues at the end of 2024.
• Approved the deferral of the all employee Sharesave scheme
to post FY25 half-year results in September.
• Received an update on employee engagement from the
Board’s designated Non-Executive Director for the workforce.
• Approved no fee increases for the Non-Executive Directors of
the Board.
• Approved matters reserved for the Board and the Group’s
delegation of authority.
MARCH
• Approved budget for FY25.
• Approved a revised proposal for medium-term targets to
support the revised Partnership Strategy.
• Approved no final distribution in respect of FY24 to enable
prioritisation of debt reduction in FY25.
• Approved the priority actions and recommendations
following the external Board performance review.
• Approved the Notice of AGM.
• Approved Viability and Going Concern Statement.
• Approved final results announcement for FY24 and 2024
Annual Report and Accounts.
MAY
• Approved the capitalisation and reduction of the
merger reserve.
• Annual General Meeting.
• Approved the appointment of Jefferies as a new
corporate broker.
• Approved the Group’s Tax Strategy.
• Received an update on the defined benefit pensions buy-in.
• Discussed the progress of the CMA investigation.
• Reviewed feedback from the People Forum.
JULY
• Approved an amended Revolving Credit Facility.
• Agreed the joint venture with Homes England.
• Approved the offering of Voluntary Commitments to
the CMA.
• Reviewed the Group's strategy.
• Reviewed the proposed activities under the updated
People Strategy following the operational challenges
in FY24.
MATTERS RESERVED AND DELEGATION
OF AUTHORITY
The Board operates under a formal schedule of matters
reserved for its decision, which is reviewed at least
annually to ensure continued relevance and effectiveness.
This framework is supported by a clear system of
delegated authority across the Group, providing clarity on
responsibilities and accountability. In February, both the
schedule of reserved matters and the delegated authority
framework were reviewed and approved, taking into account
the Group’s Partnerships strategy and the newly implemented
operating structure. These updates ensure that governance
arrangements remain aligned with the Group’s strategic
priorities and support effective decision-making at all levels
of the organisation
A copy is available at www.vistry.co.uk/investor-centre.
ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) was held at the offices
of Linklaters in London in May 2025. The AGM provides
shareholders with the opportunity to meet the Directors
in person and engage directly with the Board. A number
of investors, particularly retail shareholders and their
representatives, attended the meeting and received an
update on the business from the Executive Chair and Chief
Executive Officer. The AGM represents a key component of
the Company’s broader investor engagement programme
which includes results presentations, site visits, and
one-to-one meetings, ensuring that shareholders are kept
informed and have multiple channels through which to
engage with the Company.
STRATEGY DAY
The Board held its annual strategy day in July, inviting members
of the ELT to provide updates on the Group’s progress against
strategic priorities. The session included in-depth consideration
of market analysis and prevailing market conditions,
medium-term planning, and the effectiveness of enhanced
Partner Funded delivery. The Board also reviewed key
performance focus areas and examined the role of Vistry Works
in supporting the Group’s long-term objectives.
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BOARD LEADERSHIP AND COMPANY PURPOSE
continued
SEPTEMBER
• Approved HY25 interim results.
• Approved the re-appointment of Rowan Baker as an
Independent Non-Executive Director and Chair of
Audit Committee.
• Approved the appointment of Sue Farr as Independent
Non-Executive Director with effect from 1 October 2025.
• Reviewed control environment enhancements.
• Noted the resignation of Helen Owers.
• Approved launch of the 2025 Sharesave.
OCTOBER
• Received a market update from the Chief Executive of the
Home Builders Federation (HBF).
• Held a strategy follow-on session which included updates
on the near-term market conditions for partners and open
market, a review on land bank performance, and the
Board considered anticipated market conditions over the
medium term and impact on the business.
DECEMBER
• Reviewed updates against actions that arose following the
strategy days.
• Reviewed and approved the FY26 Budget.
• Reviewed compliance with the Criminal Corporate
Offence legislation.
• Approved a base fee increase for Non-Executive Directors.
• Reviewed investor feedback following meetings held by
Rob Woodward and key investors in October.
• Reviewed and assessed the independence of the
Non-Executive Directors.
• Approved Company policies.
2026
BOARD ACTIVITY
During 2025, the Board considered a broad range of matters
central to the Group’s strategy and long-term success.
At each meeting, the CEO provided a comprehensive update
on performance, business developments, risk management
and mitigation, as well as operational progress across
Group functions. The CFO reported on financial performance
and forecasts, ensuring the Board maintained clear
oversight of the Group’s financial position. In addition, the
Board benefited from presentations by internal and external
experts on topics relevant to the business and the wider
operating environment.
Much of the Board’s decision-making is directed towards
ensuring the sustainable long-term success of the Group.
Each year, the Board reviews the Strategic Plan, which
assesses opportunities and risks over the next five years
and underpins the Company’s Viability Statement
(see pages 63 to 64).
In addition, the Board dedicates time to an in-depth review
of the Group’s long-term strategy, incorporating presentations
and discussions on future opportunities, risks and emerging
threats. Throughout the year, the Board also considers
material and strategic land acquisitions, together with
significant contracts for sites expected to contribute
to medium-term profitability. To support sustainable
growth, the Board has adopted a disciplined investment
framework designed to deliver resilient profits and long-term
value creation.
CONTROL ENVIRONMENT ENHANCEMENTS
Following an internal review, a number of control
environment improvements had been proposed in late
2024. The progress and implementation of these control
improvments was monitored by the Audit Committee in
H1 2025, then responsibility was transferred to the Board
for H2 2025. The Board received an update on the progress
being made against these enhancements.
MARKET UPDATE FROM HBF
The Board invited the Chief Executive of the Home
Builders Federation for an industry update and outlook.
The presentation included an overview of the current
Government’s ambition to deliver 1.5 million homes
during the current parliament and recent policy changes,
including revised planning frameworks and housing targets.
Key challenges highlighted included planning delays,
infrastructure constraints, skills shortages, and financial
pressures from increased levies. The discussion also
covered opportunities for demand-side support and the
importance of off-site manufacturing in addressing
long-term capacity issues.
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
BOARD MEETING AND ATTENDANCE
During the year, the Board convened on six occasions, including a Board Strategy Day. All scheduled meetings were held in-person.
There were two meetings arranged in addition to the scheduled meetings, with one held in-person and one held virtually.
A table of attendance can be found on page 70.
The Senior Independent Director held meetings at least annually with the Independent Non-Executive Directors without the
Executive Directors present.
The Company Secretary attended all Board meetings, ensuring appropriate governance support. External advisors were invited to
provide independent guidance and expertise where required, and senior executives below Board level, including members of the
ELT, attended relevant sessions to deliver presentations and contribute to discussions on a range of topics.
Each Director has confirmed and demonstrated that they have sufficient time to fulfil their duties, including preparing for
Board and Committee meetings, reviewing all associated papers, attending scheduled meetings during 2025, and engaging
separately with management. Given the nature of the business, some ad hoc Board meetings are convened at short notice,
which may occasionally make attendance difficult due to prior commitments. Where a Director is unavoidably absent, they
nonetheless receive and review the meeting papers and typically provide input in advance, either verbally or in writing, through
the Executive Chair or the relevant Committee Chair. This process ensures that the views of absent Directors are taken into
account during the meeting.
BOARD ASSESSMENT OF RISK MANAGEMENT AND INTERNAL CONTROL EFFECTIVENESS
The Board holds ultimate responsibility for overseeing the management of internal and external risks that may affect the Group’s
business model and strategic objectives. It sets the Group’s risk appetite, regularly reviews principal and emerging risks, and
conducts an annual assessment of the effectiveness of risk management and internal control systems. As part of this process, the
Board undertakes horizon scanning to identify and evaluate new and emerging risks.
See pages 56 to 61 for details of the Group's principal risks.
STATEMENT OF REVIEW
During 2025, the Board, directly and through the Audit Committee, monitored and reviewed the effectiveness of the Group’s
risk management and internal control systems, including financial, operational and compliance controls. Assurance was drawn
from internal audit and second line assurance reports, management’s quarterly control self-assessments, updates on control
improvements following the 2024 issues in the South division and pertinent control information from external assurance providers.
Although satisfied with the Group’s existing risk and control systems, the Board oversaw work during the year to develop risk
assessment processes and to more clearly define material controls in preparation for reporting under Provision 29 of the 2024 UK
Corporate Governance Code. Oversight of these material controls will be further enhanced in 2026, and the Board will continue to
identify opportunities to enhance and evolve the Group’s approach to risk management and internal controls. Further details are
provided in the risk management section on pages 54 to 55 and in the Audit Committee report on pages 94 to 102.
Leadership Factory Visit, Vistry Works
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Vistry Group PLC
SECTION 172(1) FACTOR RELEVANT DISCLOSURES
A
Consequence of any decision in the
long term
• Company purpose 2
• Our business model 18 to 19
• Strategic priorities 20
• Board activities 72 to 73
B
The interests of the Company’s employees
• Company purpose, values and culture 82
• Diversity and inclusion 40 to 41, 92
• Employee engagement 78
• Sustainability report 36 to 43
C
The need to foster the Company’s business
relationships with suppliers, customers
and others
• Anti-bribery and corruption 42
• Modern slavery 42
• Sustainability report 36 to 43
• Stakeholder engagement 78 to 81
D
The impact of the Company’s operations
on the community and environment
• Zero-carbon-ready homes 39
• Skills academies 38
• TCFD disclosures 44 to 51
• UN Sustainable Development Goal disclosures 38 to 40
• Charitable giving 5, 80
E
The desirability of the Company
maintaining a reputation for high
standards of business conduct
• Awards and recognition 83
• Culture and values 82 to 83
• Risk management and control framework 54 to 61
• Speak Up policy 42
F
The need to act fairly as between members
of the Company
• Driving enhanced returns for shareholders 82
• Shareholder engagement 81
• Annual General Meeting 204
• Rights attached to shares 130
BOARD LEADERSHIP AND COMPANY PURPOSE
continued
BOARD DECISION
-
MAKING AND STAKEHOLDER ENGAGEMENT
The Board recognises its responsibility for stakeholder engagement and the central role this plays in shaping the Company’s
strategy. Effective decision-making requires careful consideration of the Group’s stakeholders, and by engaging with them, the
Board is able to reflect priorities, expectations and concerns. This approach fosters a culture of transparency, accountability
and openness, supporting the achievement of the Group’s strategic ambitions.
In fulfilling its duties, the Board takes account of the long-term consequences of its decisions and their impact on all stakeholders.
Recognising that stakeholder interests may at times diverge, the Board seeks to balance competing needs and, where necessary,
may determine that the interests of certain stakeholders should take precedence. In all circumstances, the guiding principle is
that each decision must contribute to the delivery of the Group’s strategy and promote its long-term success.
The Board also understands that strong stakeholder relationships are fundamental to the success of the business.
Through proactive engagement, it ensures that stakeholder priorities are considered in decision-making, enabling the Group
to fulfil its purpose, deliver its strategy and create sustainable value over the long term.
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STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Section 172(1) principal decision – Sign long-term investment joint venture with
Homes England.
“A bold and collaborative step forward in unlocking the potential of large-scale sites and accelerating
the creation of thriving, mixed-tenure communities across England.”
In July 2025, the Board approved the formation of a long-term investment joint venture with Homes
England, the government’s housing and regeneration agency, to accelerate the development of large
scale residential sites across England. The joint venture, named ‘Placepoint’ (formerly known as Hestia), is
underpinned by a targeted £150m of capital investment from Homes England and Vistry, to be deployed
over the course of the joint venture to enable the delivery of high-quality, mixed-tenure communities at
pace and scale.
Placepoint will focus on acquiring and developing strategic sites ranging from 400 to 3,000 homes,
incorporating essential infrastructure to support thriving communities. In addition, the joint venture will
release parcels of land on larger sites to SME developers, reflecting both organisations’ commitment
to supporting the wider housing sector and enabling greater market participation. This partnership
represents a significant step forward in delivering sustainable housing growth and unlocking the
potential of large scale sites across the country.
Stakeholder considerations were central to the Board’s decision:
• Investors: The joint venture represents a disciplined allocation of capital to
support long-term value creation.
• Customers and Communities: Placepoint provides access to high-quality,
affordable housing and essential infrastructure, aligned with the Group’s
purpose.
• Our people: The initiative offers opportunities to contribute to a landmark
project that strengthens engagement and pride in the Group’s mission.
• Supply chain: The partnership creates new avenues for collaboration and
market participation, supporting a more diverse and resilient housing sector.
• Regulators: The partnership advances national objectives for regeneration and
housing supply, delivering wider societal benefits.
Looking ahead, the Board will oversee the implementation of Placepoint to ensure that strategic sites
are developed efficiently and sustainably, with outcomes that reflect stakeholder priorities. Progress will
be monitored against agreed milestones, including housing delivery and infrastructure provision.
The Board will report on these outcomes in future disclosures, reinforcing transparency and
accountability, and ensuring that the joint venture continues to promote the long-term success of the
Company while creating sustainable value for stakeholders.
Link to strategy:
A
B
C
D
E
F
OUR STAKEHOLDERS
PEOPLE PARTNERS CUSTOMERS COMMUNITIES SUPPLY
CHAIN
REGULATORS INVESTORS
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BOARD LEADERSHIP AND COMPANY PURPOSE
continued
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Section 172(1) principal decision – CMA Voluntary Commitment
“Leading the way in responsible business conduct by embracing voluntary commitments that
safeguard fairness and reinforce trust in our industry.”
In May 2025, the Board considered the UK Competition and Markets Authority’s (CMA) ongoing
investigation into the housebuilding sector and in July 2025, resolved to offer voluntary binding
commitments (Voluntary Commitments) as part of a collective response by Vistry and six other UK
housebuilders. The Board determined that engaging constructively with the CMA and proactively offering
commitments would be in the long-term interests of the Company and its stakeholders, while ensuring
the investigation could be resolved expeditiously.
Under the Voluntary Commitments, Vistry will contribute £12.8m towards an aggregate £100m
commitment by the participating housebuilders. These funds will be disbursed by His Majesty’s
Government to programmes supporting the construction of affordable homes across England, Scotland,
Wales and Northern Ireland.
The Board emphasises that this offer does not constitute an admission of wrongdoing, nor does it imply
agreement with the concerns expressed by the CMA in its Notice of Intention to Accept Commitments
dated 9 July 2025.
Stakeholder considerations were central to the Board’s decision:
• Investors: Resolving regulatory uncertainty swiftly protects long-term value
creation and maintains investor confidence.
• Customers and Communities: The commitment directly supports the delivery
of affordable housing, aligning with the Group’s purpose of building sustainable
communities.
• Our people: Proactive engagement safeguards the Company’s reputation and
provides stability for employees.
• Regulators: Constructive collaboration demonstrates Vistry’s commitment to
regulatory compliance and partnership with public authorities.
• Industry Partners: A collective approach with other housebuilders reflects
shared responsibility and enhances trust in industry practices.
Looking ahead, the Board will continue to monitor the implementation and impact of the Voluntary
Commitments, including the disbursement of funds to affordable housing programmes. Progress will
be reviewed regularly to ensure that stakeholder interests are being met and that the commitments
contribute to sustainable housing growth.
Link to strategy:
A
B
C
D
E
F
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Our employees who underpin the
delivery of our purpose and strategy.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• Greater flexibility with agile
working.
• An understanding of long-
term career opportunities.
• Clear and transparent
communication from the
Board and ELT.
• Visible action taken in
response to the employee
engagement survey.
• Better employee recognition
at a Group level.
• People Forum attended by the designated
NED for workforce engagement.
• NEDs attended site visits, Vistry Innovation
Centre and Vistry Works factory.
• Vistry Roadshows - Executive Chair and
CEO, CFO and other ELT members held six
virtual roadshows for all employees.
• Regional Roadshows between ELT and
Regional Directors.
• Board reviewed employee engagement
survey results and considered the matters
most important to our people.
• Board received reports on key people KPIs
such as voluntary turnover at each meeting.
• The Board and the Audit Committee
received data on the Group’s Speak Up
hotline and details of related investigations.
• Achieved Top Employer certification for
a fourth consecutive year.
• An extra day’s annual leave for all
employees, to recognise their hard work
and determination during the year.
• Following a return to the office
5 days a week, a change was
introduced to enable greater flexibility
in working location.
• A decision to revise the approach and
payment terms of the general employee
bonus scheme, permitting a percentage
to be paid post HY25 results, subject to
performance being met.
• Appointment of a NED to the Diversity
and Inclusion Committee to reflect the
Board’s commitment to embed the
Diversity and Inclusion strategy.
• Continued involvement with the HBF
Women into Home Building initiative
which introduces more women to
careers in site management.
STAKEHOLDER ENGAGEMENT
ACHIEVED
TOP EMPLOYER
CERTIFICATION
4 YEARS IN A ROW
OUR PEOPLE
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Our business model depends on strong, transparent relationships with the stakeholders who
influence our ability to deliver long-term value. Throughout the year, the Board and Executive
Leadership Team engaged directly with employees, partners, customers, communities,
suppliers, regulators and investors. The insights gathered informed key decisions on strategy,
culture, capital allocation and operational priorities.
The following pages summarise what we heard, how we engaged, and the actions taken.
People that purchase our open
market homes.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• High-quality homes.
• Sustainable housing.
• An engaging and efficient
purchase experience.
• Reports on customer satisfaction are
provided at every Board meeting through
the HBF customer satisfaction 8-week
and 9-month survey results, and Trust
pilot scores.
• Board receives reports on build quality.
• Continue to be a 5-star rated housebuilder.
• Exploring a shared equity product to add
to our existing enabling products.
• Introduced our new Key Workers scheme.
• Established a Group's Sales Contact Centre.
• Partnered with Octopus Energy to deliver
'Zero Bills' homes.
• Launched Sales Excellence programme
to support commitment to provide high-
quality experience for our customers.
• Launched a new Sales Consultant manual.
Key partners include registered providers, local
authorities, private rented sector providers and
Homes England who work with us in the delivery
of our strategy.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• A trusted delivery partner.
• To deliver at scale and pace.
• Help regenerating disused
land at scale.
• A partner who understands
how to do partnerships.
• Reviewed the results of the Partner
Satisfaction Survey.
• Engaged with key partners on potential
joint ventures.
• Dedicated partnerships housing and public
land team that liaise with our partners.
• Placepoint joint venture with Homes
England.
• Achieved a score of 4.40 (5-stars) in our
Partner Satisfaction Survey.
• Secured an additional £50m grant from
Homes England.
• Concluded 150 of Partner Funded deals in
the year with over 65 partners.
• Uniquely positioned as the only major
mixed-tenure housebuilder with Strategic
Partner status.
• Introduction of our Partner Journey.
MAINTAINED
5
-
STAR
HOUSEBUILDER
STATUS
SECURED A
£50M
GRANT FROM
HOMES ENGLAND
CUSTOMERS
PARTNERS
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People who are impacted by what we do.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• Developments to contribute
to long-term social value.
• Commitment to local
programmes that benefit
residents.
• Sustainable, responsible
development.
• Economic value creation
with the local area.
• Sustainability Committee includes
NED participation with regular reports to
the Board.
• Regular engagement and meetings with
registered providers of social housing,
housing associations and HBF.
• Regular meetings with the local residents
of areas we are regenerating to understand
their experiences and hopes for the area.
• Achieved our on-site Skills Academy
target for the year, with eight live
academies.
• Launched a new Timber Frame Installer
Programme with 15 trainees.
• Delivered £706m of local and social
economic value.
• £815m combined total of Induced Socio-
economic tenure values (£109m) and
generated Local Social Economic Value
(£706m).
• Achievement against sustainability targets
.
• Raised £760,411 for our Group charity
partnership with Cancer Research UK
.
• Worked in partnerships to seek approval
for a Special Educational Needs and/or
Disabilities (SEND) school in Essex.
Businesses that provide us with
materials and services.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• Stability and partnership,
not transactional
relationships.
• Fairness built into the
commercial model.
• A partnership approach to
product development and
specification adherence.
• Executive Chair and CEO and CFO maintain
relationships with directors of the Group’s
key suppliers.
• Reports on supply chain management are
provided at every Board meeting.
• The Board receives an annual report on
the Group’s modern slavery procedures,
including steps taken to engage with the
supply chain on the topic.
• Gather 360 supplier feedback which is
shared with the Board.
• Host product development forums.
• Hosted regional supply chain events.
• Strategic partnerships with key
suppliers that support our operations
with equitable commercial terms.
• Better transparency in material
shortages or price increases.
• Through our long-standing partnership
with British Gypsum, we successfully
trialled new drylining products to
reduce waste and cost, and—supported
by a two-year standardisation drive—
improved utilisation of standard
products from 75% to 94%.
COMMUNITIES
SUPPLY CHAIN
DELIVERED
£706M
OF LOCAL SOCIAL
ECONOMIC VALUE
KEY SUPPLIER
RELATIONSHIPS
MAINTAINED
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Investors who provide capital
to fund our activities.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• Visibility of affordable
housing funding.
• To ensure the new
leadership structure
and improved processes
continue to be sufficient
following the FY24
cost issues.
• To keep a keen eye on
capital allocation.
• To understand how resilient
the strategy is under
different policy or market
conditions.
• Confidence that the
Company can execute
consistently and avoid
operational suprises.
• The SID held a series of meetings
with larger shareholders on corporate
governance matters.
• The Board attended the 2025 AGM
and were available to answer
shareholder questions.
• The Remuneration Committee chair
consulted with shareholders on the
Remuneration Policy review.
• Held one-to-one investor meetings to
explain the business strategy and goals.
• Provided trading updates, bi-annual results
announcements and presentations.
• The Board receives analysts’ notes
published about the Group and the sector
and is regularly updated by the Executive
Directors and the Group’s brokers on
shareholder sentiment, feedback from
meetings and the Group’s IR programme.
• Maintained its capital allocation policy and
the Company’s share buyback continued
throughout FY25.
• All resolutions proposed at the AGM
were passed.
• Undertook a court-approved reduction
of capital to increase the Company’s
distributable reserves.
• Reduction in net debt position in line with
guidance for a year-on-year reduction.
• FY25 performance demonstrated the
resilence of our differentiated strategy in a
challenging private sales market.
Entities that set the framework, including
legislation we must operate within.
WHAT DO THEY WANT? BOARD & COMPANY LEVEL ENGAGEMENT OUTCOMES
• To address the housing crisis
in the UK.
• Affordable housing to be
delivered at pace.
• Chief Executive of HBF presented a market
update to the Board.
• Engagement with the CMA.
• Met with government officials to discuss
housing strategy,
• CMA Voluntary commitment of £12.8m.
• Strategic alignment with the government.
INVESTORS
REGULATORS
STRATEGIC
ALIGNMENT WITH
GOVERNMENT
ALL AGM
RESOLUTIONS
PASSED
STAKEHOLDERS AND ENGAGEMENT
continued
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Our people are at the heart of Vistry. They advance our
purpose through the strong work ethos of ‘Do the Right
Thing’ and by living our shared values of Integrity, Caring
and Quality. Together, these values and ethos guide
decision-making at every level. The Vistry Culture Book
provides practical guidance on how our behaviours reflect
these values, helping us act consistently and strengthen
both how we work and the impact we make.
Building is central to who we are, and we believe we build
better together through our culture. Our purpose motivates
us, our ethos and values guide us, and our behaviours
bring them to life. Culture is created through our purpose,
strategic aims, people strategy and values, and expressed
through the actions we take every day. Today. Tomorrow.
Together. We’re all making Vistry.
The Board is responsible for establishing and articulating the Group’s culture and maintains oversight to ensure it
is embedded across the business. Alignment of our culture with our purpose, ethos and values is fundamental to
everything we do.
TODAY. TOMORROW. TOGETHER. WE’RE ALL MAKING VISTRY.
THE BOARD AND CULTURE
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KPIs TO MONITOR CULTURE
% of employees
that would
recommend
Vistry as a
place of work
69.4%
Board members
conducted site visits across
the business, engaging
directly with employees
to gain first-hand views on
company performance and
individual contributions.
These visits provided valuable
insight into employee
sentiment, the effectiveness
of cultural initiatives, and
how the Group’s values
are embedded in daily
operations.
The Board reviewed a suite of KPIs to gain a
comprehensive understanding of the organisation’s
culture and behaviours, ensuring alignment with the
Group’s values and strategic priorities. The table below
details the KPIs reviewed by the Board.
In November 2025, the Executive
Leadership Team hosted six
virtual roadshows open to all
colleagues, providing direct
communication and Q&A
opportunities. The Board
reviewed a summary of
issues raised, gaining insight
into employee priorities and
concerns, which informed its
understanding of how culture is
experienced and shaped across
the organisation.
Sue Farr, our designated
Non-Executive Director for
workforce engagement
attended the People Forum
meeting employee
representatives and provided
feedback to the Board.
The Board reviewed employee
engagement survey results to
understand workforce sentiment
and priorities. It considered actions
taken in response and continues
to monitor progress, ensuring
feedback is addressed effectively
and supports the ongoing
development of the Group’s
culture and people strategy.
BOARD
OVERSIGHT
OF
CULTURE
EMPLOYEE
ENGAGEMENT
SURVEY
REVIEW
VISTRY
ROADSHOWS
KEY
PERFORMANCE
INDICATORS
BOARD
SITE VISITS
ATTENDANCE
AT PEOPLE
FORUM
BOARD OVERSIGHT OF CULTURE
Throughout 2025, the Board employed a range of mechanisms to assess and deepen its understanding of the Group’s culture,
complementing broader company wide engagement initiatives. The chart and table below outline the cultural indicators reviewed
by the Board and the actions taken to evaluate how culture is embedded across the organisation. The outcomes of Board employee
engagement can be found on page 78.
THE BOARD AND CULTURE
Number of site
quality awards
52
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Employee
engagement
score
62%
18.6% 34% 197
5-Star
37.5% 33
Number of
'speak up'
reports
received
Voluntary
Turnover
% of females
that report
to ELT
Accident
Incident
Rate 'AIR'
Customer
satisfaction
% of females
on the Board
COMPOSITION, SUCCESSION AND EVALUATION
BOARD COMPOSITION
Board appointments are made on the recommendation of the Nomination Committee, with careful consideration given to the
benefits of diversity in its broadest sense, including gender, social and ethnic background. Appointments are based solely on
merit, with the overriding objective of ensuring that the Board maintains an appropriate balance of skills, experience, diversity,
tenure and sector knowledge to effectively oversee the Group’s strategy.
In making recommendations, the Nomination Committee also reviews the ongoing external commitments of candidates to
ensure they have the capacity to discharge their responsibilities fully. Once appointed, Directors are required to seek Board
approval before accepting any additional commitments, safeguarding against potential conflicts of interest and ensuring that
existing duties continue to be met.
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Executive Chair & CEO
Executive Director
Non-Executive Director
Independent Non-Executive Director
0 - 2 Years > 2 - 4 Years
4+ Years
Male Female
1
1
5
1
3
4
3
5
1
20%
25%
10%
25%
10%
7.5%
2.5%
BOARD BALANCE
BOARD TENURE
BOARD COMPOSITION AS AT 31 DECEMBER 2025
GENDER DIVERSITY
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AGE CATEGORIES LEVEL OF ACADEMIC EDUCATION
40 to 50 Graduate (University level)
51 to 60 Post-graduate
61 plus School leaver
GENDER SEXUAL ORIENTATION
Male Heterosexual
Female
ETHNIC GROUP NATIONALITY
White British
Asian, Asian British
or Asian Welsh
American
GENDER
AGE CATEGORIES
ETHNIC GROUP
LEVEL OF ACADEMIC
EDUCATION
SEXUAL ORIENTATION
NATIONALITY
* Ethnicity classifications using the ON
www.ons.gov.uk/peoplepopulationandcommunity/culturalidentity/
ethnicity/bulletins/ethnicgroupenglandandwales/census2021
For details on the Company's compliance with UK Listing Rule 6.6.6 see page 85. For Board biographies see pages 68 and 69.
BOARD DIVERSITY CHARACTERISTICS
The chart below demonstrates the Board's diversity characteristics taking into account less tangible factors, such as life experience
and personal attitudes.
GENDER AND ETHNICITY
Number
of Board
members
% of Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
management
% of Executive
management
Men 5 62.5 3 5 83.3
Women 3 37.5 - 1 16.7
White British or other White
(including minority-white groups)
7 87.5 3 6 100
Mixed/Multiple Ethnic groups - - - - -
Asian/Asian British 1 12.5 - - -
Black/African/Caribbean/Black British - - - - -
Note: Executive management includes ELT members but excludes the CEO and CFO.
BOARD GENDER AND ETHNICITY
The table below details the gender and ethnicity of the Board and ELT as at 31 December 2025 in accordance with UK Listing Rule 6.6.6(9).
Directors and ELT members were asked to self-declare against the Office for National Statistics classification.
ROLE FEMALE MALE TOTAL FEMALE % MALE %
Non-Executive Directors
1
3 3 6 50 50
Executive Leadership Team (ELT)
2
1 7 8 13 87
Senior management
3
21 41 62 34 66
Other employees 1,435 2,896 4,331 33 67
TOTAL 1,460 2,947 4,407 33 67
GROUP GENDER DIVERSITY
1
Non-Executive Directors, Executive Chair and CEO and CFO make up the Board.
2
The ELT is the first layer of management below the Board and for the purpose of this table, includes the CEO and CFO.
3
Senior management is comprised of senior managers who report directly to members of the ELT.
The data within this table is correct as at 31 December 2025.
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BOARD SKILLS MATRIX
The skills matrix below illustrates the depth and breadth of expertise across the Board, reflecting a combination of key skills,
experience and knowledge identified by our Board as particularly valuable for effective oversight of the Company and successful
execution of our strategy.
BOARD SKILLS EXECUTIVE DIRECTORS NON
-
EXECUTIVE DIRECTORS
SKILL AREA
Greg
Fitzgerald
Tim
Lawlor
Rob
Woodward
Paul
Whetsell
Rowan
Baker
Alice
Woodwark
Sue
Farr
Usman
Nabi
Strategy and M&A activity
Financial
Risk management
Corporate governance
and ethics
Executive and HR management
Executive remuneration
People and culture
Sector experience
Sustainability
Digital and cyber
Health, safety and regulation
KEY: Low Moderate Intermediate
Advanced
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INDUCTION SESSIONS INCLUDED MEETINGS DURING INDUCTION PERIOD
• The Group’s strategy and culture.
• Overview of the Group’s operations.
• Board governance framework and
Directors’ duties.
• Development site visits.
• Briefing on the accounting specifics
of the Partnerships model.
• Overview of the Group’s People
Forum and how workforce
engagement is carried out.
• Regular one-to-one meetings with the
Executive Chair and CEO and other
members of the Board.
• Meetings with the Chief People Officer &
General Counsel.
• Meetings with the ELT, other senior leaders
and key advisors.
RE
-
APPOINTMENT OF DIRECTORS
The Board Directors are subject to annual re-election and will be proposed for election or re-election (as appropriate) by
shareholders at the 2026 Annual General Meeting.
The Executive Chair has confirmed that following evaluation, all Directors continue to be effective and have the time available to
commit to their role. The Board strongly supports the election or re-election (as appropriate) of all individual Directors.
The Directors’ biographies on pages 68 and 69, together with the notes to the 2026 Annual General Meeting Notice
accompanying this Annual Report and Accounts, explain why each Directors' contribution is, and remains essential to the Group’s
long-term sustainable success.
For more on Board appointments see the Nomination Committee Report on pages 90 to 92.
BOARD INDUCTION AND DEVELOPMENT
On joining the Board, all Directors participate in a formal induction programme overseen by the Executive Chair and coordinated
by the Company Secretary.
The Company has adopted a refreshed induction programme for Non-Executive Directors, designed to support new Board
members in rapidly developing a clear understanding of the Group’s strategy, stakeholder perspectives, principal risks and key
performance metrics. The programme provides comprehensive insight into the Group’s strategy, culture and operations, and
familiarises Directors with the governance framework and internal control processes in place.
The purpose of the induction is to ensure that each newly appointed Director is able to contribute meaningfully to Board
discussions at the earliest opportunity. To maximise effectiveness, each induction is tailored to the individual Director’s skills,
experience and areas of focus, thereby enabling them to add value to the Board’s oversight and decision-making from the outset.
All new Directors are given access to our electronic Board papers which provide easy access to key documents.
The Board has received corporate governance updates throughout the year, as well as training on sector-specific topics.
All Directors have access to the advice and services of the Company Secretary and, through her, have access to independent
professional advice in respect of their duties, at the Group’s expense.
SUE FARR
Independent
Non-Executive Director
Sue Farr joined the Board on 1 October 2025 as an Independent Non-Executive
Director and member of the Audit, Remuneration and Nomination Committees.
She has also been appointed as the designated Non-Executive Director for
Workforce Engagement. A summary of her induction programme is listed below:
NEW DIRECTOR INDUCTION PROGRAMMES DELIVERED IN 2025
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COMPOSITION,SUCCESSION AND EVALUATION
continued
BOARD PERFORMANCE REVIEW
In line with the requirements of the Code, the Board undertakes an annual review of its performance and effectiveness. In 2025,
this evaluation was conducted internally through a detailed questionnaire tailored to the year in review. The process assessed
the functioning of the Board as a collective unit and examined the quality of relationships between individual Board members.
Similar questionnaires were completed for the Audit, Remuneration and Nomination Committees, ensuring that the effectiveness
of each Committee was also evaluated. A report was prepared based on the responses, and the Board considered the key findings
before agreeing on priority areas of focus for 2026.
The table below summarises the principal findings from the 2025 internal Board effectiveness review:
KEY FINDINGS PRIORITY ACTIONS FOR 2026
BOARD COMPOSITION CEO/CHAIR SUCCESSION
Agree that succession planning explicitly addresses the separation of CEO and Chair roles
and includes a clear governance end state.
BOARD COMPOSITION AND SKILLS
Continue to use the skills matrix to inform future appointments, with particular focus on
operational, partnerships and financial expertise. It is noted that there are no current plans
to recruit any additional Non-Executive Directors with the Board keeping its composition
under review through the Nomination Committee.
STAKEHOLDER
OVERSIGHT
ENGAGEMENT
Increase regional, site and employee engagement to support deeper understanding of
culture and operational delivery.
BOARD DYNAMICS STRATEGIC FOCUS
Schedule dedicated Board time to review medium-term strategy, including refreshed
financial projections with upside and downside scenarios.
BOARD SUPPORT,
REPORTING AND RISK
MANAGEMENT
KPIS AND REPORTING
Request management to further develop Board level KPI dashboards aligned to strategic
outcomes and risk indicators.
RISK MATURITY
Maintain focus on embedding internal control improvements and testing effectiveness
through 2026.
SUCCESSION
PLANNING AND TALENT
MANAGEMENT
SUCCESSION PLANNING
Strengthen succession planning below CEO and ELT level, with regular Board visibility of
emerging talent and development plans. The Board already has regular engagement with
the ELT and will look to expand its visibility of talent below the ELT through engagement
activities such as site visits.
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The table below highlights the progress made against the recommendations arising from the 2024 external Board performance review:
KEY FINDINGS PRIORITY ACTIONS PROGRESS AGAINST ACTION
CHAIR/CEO
• Continue to monitor the effectiveness of the
combined role of CEO and the Chair.
• The effectiveness of the combined role of CEO and the
Chair is monitored by the Nomination Committee on
an ongoing basis. The SID also gathered feedback from
investors on the matter.
• CEO/Chair and SID are to work closely together
to ensure the function and the role of the Chair
are carried out.
• The Executive Chair and CEO and SID hold regular
meetings to discuss governance and function of
chair role.
• A succession plan to be formalised and reviewed
annually for the CEO and the Chair.
• An agreed pathway for the re-introduction of the
separate role of Chair to be devised.
• The Nomination Committee has commenced and
overseen a CEO succession planning process.
RISK
• Review top three biggest risks holistically. • There has been increased focus on risk during the year
with Board members providing individual and collective
feedback on top three risks.
• Prepare for the 2024 UK Corporate Governance
Code requirement that: Boards will have to make
a specific declaration in the Annual Report that
all material controls are operating effectively.
• Progress of preparation for Provision 29 requirements
has been reported at each Audit Committee meeting
with input from PwC.
• Consider risk at every meeting, and particularly,
those agenda items requiring decision.
• The CEO and CFO address risk in their reports at each
Board meeting to support decision-making.
BOARD
LOGISTICS
• Board papers to be provided to the Board at
least five business days before the meeting.
• Board papers are provided to the Board at least five
business days before the meeting.
• Agendas for Board and Committee meetings to
be reformatted to support clarity of decision-
making and appropriate time allocation.
• Agendas have been updated and now include
appropriate time allocation.
BOARD
COMPOSITION
• Review the skills and experience of the Board
members and prepare a reminder of the roles
and functions of the Executive Director versus
the Non-Executive Director.
• A review of skills and experience of Board members
was undertaken as part of the recruitment process for a
new NED.
• Succession plan to be approved for: i) the CEO
and ii) key members of the senior leadership
(short, medium, long-term plan).
• See above regarding CEO succession planning.
• Executive Chair and CEO and the SID continue
to work on building the relationships of the
Board members outside of the Board room, to
encourage more open discussion and debate
inside the Board room from all Board members.
• Relationship building has continued through the year,
including one to one meetings and board dinners.
DECISION
-
MAKING
• Board decision-making process should be
developed to explicitly consider all stakeholders.
• The Board has spent significant time understanding
stakeholder perspective and how these relate
to strategy and market dynamics. However, a
revised formal decision-making process had not
been developed.
• Programme of engagement for Non-Executive
Directors to engage with junior executives in
different business areas to be created.
• NEDs have continued to engage with junior executives
through various mechanisms such as attendance at
non-Board committees.
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Coggeshall Mill, Colchester
Hopfields, Ledbury
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NOMINATION COMMITTEE REPORT
COMMITTEE MEMBERSHIP,
MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
each member attended compared to the total they were
eligible to attend during the 2025 financial year.
Director
Joined Attendance
Rob Woodward 16 May 2024 5/5
Chris Browne
1
1 September 2014 1/2
Rowan Baker 18 May 2022 5/5
Paul Whetsell 18 May 2023 5/5
Helen Owers
2
18 May 2023 4/4
Usman Nabi 12 January 2024 5/5
Alice Woodwark 16 May 2024 5/5
Sue Farr
3
1 October 2025 1/1
1
Chris Browne stepped down from the Board and the
Committee at the AGM on 14 May 2025 and therefore only
attended the March meeting.
2
Helen Owers stepped down from the Board and the
Committee on 30 September 2025 and therefore attended all
meetings held prior to this date.
3
Sue Farr joined the Board and the Committee on 1 October
2025 and therefore only attended the December meeting.
The CEO attended all meetings and the CFO attended
meetings by invitation. The Chief People Officer & General
Counsel acts as secretary to the Committee.
The Committee's Terms of Reference are available at
www.vistry.co.uk/investor-centre/corporate-governance.
KEY RESPONSIBILITIES
• Reviews balance and composition of the Board.
• Maintains focus on succession planning.
• Leads recruitment process for the Board.
• Recommends appointment of Directors.
• Sets diversity policy.
2025 HIGHLIGHTS
• Recommending the appointment of Sue Farr as
Non-Executive Director.
• Overseeing search process for additional Independent
Non-Executive Director.
• Commencing CEO succession process and development
of potential internal successors.
• Planning Executive and senior leadership succession
across the Group at both CEO/ELT and below ELT levels in
light of the updated strategy.
• Overseeing D&I initiatives to improve the diversity of the
workforce, including senior leadership succession planning.
2026 PRIORITIES
• Continue with CEO succession planning and nurture
potential internal candidates to ensure they have
sufficent exposure to the Board.
• Maintain continuity, independence and diversity on
the Board through forward-looking Non-Executive
succession planning.
• Ensure the Board continues to have the right balance
of skills, experience and diversity to support the
Company's strategy.
• Progress a plan for leadership development, including
identifying and developing internal talent for key
leadership roles.
ROB WOODWARD CBE
Nomination Committee Chair
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DEAR SHAREHOLDER
This report provides a summary of the Nomination Committee’s
activities during the course of the year.
OUR ROLE
If we are to create sustainable value for all of our stakeholders,
we must ensure that we have a skilled, diverse and effective
Board and senior leadership team. In 2025, the Committee has
continued its keen focus on Board composition, considering
and supporting changes to the Non-Executive Directors and
commencing a CEO succession planning process.
As a Committee, we must ensure that we attract the best senior
management talent to lead our business. And, having attracted
the best, we must also ensure that we develop our people and
retain them.
CHANGES TO MEMBERSHIP
During the year, there were a number of changes to the
composition of the Committee. Sue Farr was appointed to
the Board in October 2025 and joined the Committee upon
appointment. Chris Browne stepped down from the Board
with effect from conclusion of the 2025 AGM and at the same
time, ceased to be a member of the Committee. Helen Owers
stepped down from the Board on 30 September 2025 and also
ceased to be a member of the Committee. All members of
the Committee during 2025 were Independent Non-Executive
Directors, with the exception of Usman Nabi who is not
considered independent.
BOARD COMPOSITION
The Board has continued to evolve over 2025, with a number
of Board changes during the year. In October 2025, Sue Farr
was appointed as an Independent Non-Executive Director. The
Committee was pleased that Sue met the stated requirements
of being a high-quality individual with strong business
capabilities, along with her significant UK plc boardroom and
marketing experience. Chris Browne and Helen Owers both
stepped down as Independent Non-Executive Directors, Chris
from conclusion of the 2025 AGM and Helen Owers with effect
from 30 September 2025.
The Board has continued to monitor the effectiveness of the
combined role of Executive Chair and CEO, with the Senior
Independent Director (SID) having an enhanced governance role.
A bespoke Division of Responsibilities was established to set
out this enhanced role and as SID, I continue to perform some
of the functions that would usually be undertaken by the Chair,
including but not limited to:
• being the Chair of the Nomination Committee;
• lead the recruitment of Non-Executive Directors and
succession planning for the role of CEO;
• in conjunction with the Executive Chair and CEO, oversee the
succession planning of executive management;
• lead the annual Board effectiveness review;
• hold regular meetings with the other Non-Executive Directors
without the Executive Directors present to facilitate a full and
frank airing of views;
• maintain an active dialogue with shareholders on governance
matters; and
• provide enhanced oversight on corporate governance matters
in conjunction with the Executive Chair and CEO.
The bespoke Division of Responsibilities for the role of SID
can be found at www.vistry.co.uk/investor-centre/
corporate- governance.
CEO SUCCESSION PLANNING
During the year the Committee commenced a CEO succession
planning process with support from external advisors.
Potential internal successors were assessed against a newly
developed CEO role profile and development programmes
were initiated for those individuals. The Committee shall
continue to progress its planning during 2026 including
undertaking an external search.
NON
-
EXECUTIVE DIRECTOR SUCCESSION PLANNING
In the second half of 2024, the Board commenced a search
led by myself as Chair of the Committee, for a high calibre
independent Non-Executive Director to replace Chris Browne,
taking into account the evolving needs for skills and the
importance of diversity.
A refreshed skills assessment was completed ahead of
commencing the search, enabling the Committee to define the
skills and experience required of a new Non-Executive Director
to complement the existing Board and to support delivery
of the Group’s strategic objectives. The search process was
paused in early 2025 and recommenced during the Summer,
culminating in the Committee’s recommendation to appoint
Sue Farr as an independent Non-Executive Director.
When recruiting new Non-Executive Directors, members of the
Committee interview selected candidates, who also meet with
the Executive Directors. The Committee then recommends
candidates for appointment to the Board. Decisions relating
to such appointments are made by the entire Board based
on a number of criteria, including the candidate’s skills and
experience, the contribution they can make to our business
and their ability to devote sufficient time to properly fulfil their
duties and responsibilities. The Committee agreed the following
specific criteria for the 2025 search process:
• a successful executive career with a demonstrable track record
of building shareholder value operating at C-suite level;
• extensive Plc Board experience both as a non-executive and an
executive director;
• proven experience in driving commercial value; and
• the benefits of diversity, including gender and ethnicity.
Sue brings extensive marketing, branding and corporate
communications knowledge and expertise to the Board
from a successful executive career. Sue also has extensive
experience in her non-executive career across various listed and
non-listed businesses.
SENIOR LEADERSHIP SUCCESSION PLANNING
Our employees underpin the delivery of our strategy and they
are key to our success. Recognising this, the Group’s ability to
attract, retain and develop a committed, motivated and engaged
workforce is a key area of focus for the Board.
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During the year, the Committee received a detailed succession
planning update on the ELT taking into account evaluations
and other key information arising from our leadership
development programmes. While there was appropriate
succession in place for certain of these roles, the review
highlighted the importance of ensuring there was sufficient
bandwidth to deliver the Group’s strategic plan and of
developing the next generation of senior leaders within
the business. This will continue to be a key focus for the
Committee during 2026.
At the end of 2024, the ELT was reorganised following the
issues in the South Division and the departure of the COO.
We were pleased to see the promotion of James Warrington
and Adam Daniels to the ELT with expanded operational
duties, with other existing members of the ELT seeing changes
to their responsibilities. The ELT was further reorganised at the
end of 2025 to reflect the departure of Mike Woolliscroft in
March 2026. We were pleased to see the internal promotion of
Dan King to Executive Chair, London. In addition, the new role
of Group Development Director has been added to the ELT
and is responsible for driving the Group's strategy across land,
planning, sustainability and business improvement and
acting as co-chair of the Group's Investment Committee.
The Committee welcomes the external appointment of
James Lidgate from Taylor Wimpey to complement the
recent internal promotions.
DIVERSITY AND INCLUSION
We are committed to achieving diversity and inclusion (D&I)
across the Group. As at 31 December 2025, the proportion
of women on the Board was 37.5% with no senior Board
member being a woman and one member of the Board from
a minority ethnic background. Therefore, the Board currently
meets one of the diversity targets in UK Listing Rule 6.6.6(9). It
is acknowledged that the proportion of women on the Board
has reduced below 40% which is, in part, due to the number
of Directors reducing by one. The Board shall continue to take
the diversity requirements into account when undertaking any
future recruitment for Non-Executive Directors. The Committee
acknowledges that the recruitment of the Senior Independent
Director during early 2024, was an opportunity to address the
target in LR 6.6.6(9)(ii) that at least one senior role on the Board
is held by a female. However, it was felt that the recruitment for
the unconventional, enhanced governance remit of the Senior
Independent Director should not be shaped in any way by the
expectation to meet diversity requirements.
The Committee has continued to monitor the implementation
of the Group’s Diversity and Inclusion policy and the
plans and activities in place to ensure that we attract and
retain a diverse range of employees and create an inclusive
working environment.
The Diversity and Inclusion policy applies to the Board and
the Company as a whole and can be accessed at
www.vistry.co.uk/investor-centre/corporate-governance.
The ongoing oversight of succession planning for senior
management addresses the importance of an appropriate
balance of skills, experience and knowledge along with
diverse representation.
Stephen Teagle as Chair of the Diversity & Inclusion
Committee provided a detailed update to the Committee
in the year. The focus of the activities of the Diversity &
Inclusion Committee is to embed diversity and inclusion
within the Group through five pillars of communication:
access; engagement and attraction; practices and policies;
and education. The achievements of the Diversity & Inclusion
Committee are supported by the four active Diversity &
Inclusion networks that operate across the Group: Women’s
Network, Religion; Ethnicity and Cultural Heritage (REACH)
Network; Pride Network; and Accessibility Allies Network.
The provision of applicant diversity data has continuted to
improve through initiatives in conjunction with Women into
Construction, BPIC (Black People in Construction) and the
Armed Forces. A key focus in 2025 was improving the level of
diversity data provided by employees and we were pleased to
see progress on this.
The Group continued to make a number of senior
appointments in the year to women, with overall 136 female
promotions - of which eight were Director-level roles. We will
continue to focus on all aspects of diversity within the senior
leadership and focus on setting meaningful targets for onging
improvement. Further information about our D&I agenda are
set out on page 41.
CORPORATE GOVERNANCE
Non-Executive Directors’ service contracts are renewed on
a three-year basis, with rigorous scrutiny being applied prior
to approval of a third three-year term, subject to satisfactory
performance and there being no need to re-balance
the Board. The third year of the third term extends until the
subsequent AGM.
The work of the Committee also comprised more routine
business, including nominations for appointment at the 2025
AGM and approval of the Committee report for inclusion in the
2024 Annual Report and discussion of the outcomes.
As highlighted above, from time to time we engage
international search and selection firms including Russell
Reynolds, Egon Zehnder and Inzito. Russell Reynolds, Egon
Zehnder and Inzito have no connection with the Group or
individual Directors, other than they may be engaged to
assist with senior management appointments and leadership
development from time to time. All firms are signatories to the
Voluntary Code of Conduct for Executive Search.
BOARD PERFORMANCE EVALUATION
In accordance with good governance practice, we usually
undertake an annual evaluation to ensure that the Board,
its Committees and each Director performs effectively.
The Code requires that such evaluation is externally
facilitated at least every three years. An externally facilitated
evaluation was undertaken in late 2024. In December 2025,
the Board and each of its Committees undertook an internal
evaluation of effectiveness. The priorities for the Committee
in 2026 arising from the evaluation are set out on page 87.
ROB WOODWARD CBE
Chair of the Nomination Committee
3 March 2026
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMMITTEE MEMBERSHIP, MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
each member attended, compared to the total meetings they
were eligible to attend during the 2025 financial year:
Director Joined Attendance
Rowan Baker 18 May 2022 3/3
Chris Browne
1
1 September 2014 1/1
Paul Whetsell 18 May 2023 3/3
Helen Owers
2
18 May 2023 2/2
Rob Woodward 16 May 2024 3/3
Alice Woodwark 16 May 2024 3/3
Sue Farr
3
1 October 2025 1/1
1
Chris Browne stepped down from the Board and the Committee
at the AGM on 14 May 2025 and therefore only attended the
March meeting.
2
Helen Owers stepped down from the Board and Committee
on 30 September and therefore only attended the March and
September meetings.
3
Sue Farr joined the Board and Committee on 1 October 2025
and therefore only attended the December meeting.
Regular other attendees included: the CEO, CFO, Group Financial
Controller, Director of Financial Reporting, Group Internal
Audit and Risk Director, the external auditors and the Chief
People Officer and General Counsel (who acts as secretary to
the Committee).
At the end of each Committee meeting, time was allowed for the
Committee to speak with the external auditors and the Group
Internal Audit and Risk Director without management present.
During the year, the Committee Chair also met regularly with
the CFO, the senior finance team (including Group Financial
Controller and Director of Financial Reporting), the Group Internal
Audit and Risk Director (and her team) and the external auditors
outside of formal meetings.
The Committee's Terms of Reference are available at
www.vistry.co.uk/investor-centre/corporate-governance.
KEY RESPONSIBILITIES
• Oversees the integrity of the Group’s financial statements and
formal announcements, including providing advice to the
Board on whether the Annual Report and Accounts are fair,
balanced and understandable.
• Reviews significant accounting and financial reporting
judgements.
• Monitors internal controls and the risk management framework.
• Monitors the effectiveness of the internal audit function,
including reviewing the internal audit plan and audit reports
and agreeing necessary actions.
• Reviews the effectiveness, scope, cost and independence of the
Group’s external auditors and makes recommendations to the
Board with regard to appointing, reappointing or removing the
external auditors.
2025 KEY ACTIVITIES
• Monitored the Group’s internal control systems and
risk management processes, including the review and
implementation of the remedial actions to address the
cost forecasting issues that arose in 2024 in the Group’s former
South Division.
• Oversaw the ongoing programme of control and process
enhancement and standardisation across the Group.
• Reviewed the integrity of the Group’s financial reporting,
including scrutinising significant accounting judgements such as
the going concern assessment and the building safety provision.
• Advised the Board that the 2025 Annual Report and Accounts
are fair, balanced and understandable, taking into account
the disclosure of certain items as exceptional and the use of
adjusted performance measures.
• Maintained oversight of the external and internal audits.
• Considered the impact of the CMA investigation on
financial reporting.
• Considered the recommendations made by the Financial
Reporting Council following their review of the 2024 Annual
Report and Accounts.
• Oversaw the work to prepare for the changes in the UK
Corporate Governance Code 2024 (the Code), specifically in
relation to Provision 29.
2026 PRIORITIES
• Oversee the implementation of processes to monitor the
effectiveness of the Group’s material internal controls to
ensure compliance with Provision 29 of the Code.
• Continue to monitor the Group’s internal control systems
and risk management processes.
• Review the impact of any new accounting standards,
including IFRS 18.
• Continue to monitor the integrity of the Group’s financial
reporting and related regulatory announcements.
AUDIT COMMITTEE REPORT
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ROWAN BAKER
Audit Committee Chair
Annual Report and Accounts 2025
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the report of
the Audit Committee for the year ended 31 December 2025.
The Committee plays a key role in supporting the Board
to ensure there is appropriate oversight and challenge of
financial reporting, risk management and internal controls and
this report sets out how we discharged our responsibilities
during the year. In performing our duties, we have complied
with the requirements of the Code and followed FRC
best-practice guidance.
OVERVIEW
During 2025, the Audit Committee maintained its central role
in supporting the Board’s oversight of financial reporting,
risk management and internal controls. The year began with
continued scrutiny of the remedial actions implemented
in response to the cost forecasting issues identified in the
Group’s former South Division, ensuring that these measures
remained effective and that lessons learned were embedded
across the business. As the year progressed, the Committee
continued its regular cycle of activities, focusing on the
integrity of the Group’s financial statements, the robustness of
accounting judgements, and the clarity and transparency
of disclosures.
A significant part of the Committee’s work involved reviewing
the Annual Report and Accounts, advising the Board on their
fairness, balance and understandability, and ensuring that all
relevant regulatory requirements and best-practice guidance
were met. The Committee also provided robust challenge and
support to management on key accounting matters, including
the estimation of site costs, the use of adjusted performance
measures, provisions for building safety, impairment reviews,
and the assessment of going concern and viability statements.
Risk management and internal controls remained a priority,
with the Committee monitoring the effectiveness of the
Group’s risk management framework and internal control
systems. This included oversight of the internal audit function,
approval of the internal audit plan, and regular review of audit
findings and management’s response. The Committee also
considered the Group’s preparations for the revised Code,
particularly the enhanced requirements under Provision 29,
and supported the Board in strengthening the risk and
control environment.
The Committee continued to oversee the relationship with
the external auditors, scrutinising their independence,
effectiveness, and audit quality, and recommending their
reappointment to the Board. The Committee also reviewed
the provision of non-audit services to ensure auditor
objectivity was maintained.
Throughout the year, the Committee’s composition was
refreshed to reflect changes in Board membership, and
all members received appropriate induction and ongoing
training. The Committee’s activities were underpinned by a
commitment to high standards of governance, transparency
and accountability.
COMMITTEE MEMBERSHIP
Committee membership is determined by the Board following
a recommendation from the Nomination Committee and is
kept under review as part of the Committee’s performance
review. The composition of the Committee changed during
the year to reflect changes to the Board’s membership.
New members of the Committee received an induction and
all members attended an interactive session on the Group’s
material accounting policies relating to revenue and
profit recognition.
In compliance with the Code, the Committee is comprised
exclusively of Non-Executive Directors, and each
member is considered to be independent by the Group.
The Committee members bring a wide range of sectoral
and other competence and experience that enables the
Committee to provide constructive challenge and support
to management. Further information on their experience is
included in their biographies on pages 68 and 69. The Board
has determined that as a Chartered Accountant and current
CFO with significant listed and construction experience, I
have recent and relevant financial and sectoral experience
and the Board is satisfied that the Committee as a whole
had competence relevant to the sector and its overall
responsibilities throughout the year.
ROLE AND RESPONSIBILITIES
The primary role of the Committee is to assist the Board
in providing effective governance over the Group’s
financial reporting, risk management and internal controls.
The Committee considers itself compliant with the Code and
the FRC Guidance on Audit Committees and applied the FRC's
Audit Committees and the External Audit: Minimum Standard.
Meetings are scheduled in line with the Group’s financial
reporting timetable and a formal agenda is followed at each
meeting to ensure that all elements of the Committee's
remit are covered. Detailed papers and information are
circulated sufficiently in advance of meetings to allow full
and proper consideration of the matters for discussion. Unless
otherwise noted, the Committee carried out its work using
available information supplied by management at the time
of the discussions. Relevant management attend Committee
meetings to present the detailed papers and enable the
Committee to raise questions and challenge as appropriate.
MAR 2025 SEP 2025 DEC 2025 FEB 2026
AREA OF RESPONSIBILITY
2024 Full
year
results
2025 Half
year
results
Interim &
internal
audit
2025 Full
year
results
ACTIONS TAKEN
FINANCIAL REPORTING
Reviewed the Annual Report and Accounts to consider if it is fair, balanced
and understandable, including consideration of the appropriateness of the
Alternative Performance Measures and the disclosure of reconciliations back
to IFRS statutory reported figures.
Reviewed significant accounting judgements made in preparing the
financial statements.
Reviewed the viability and going concern assessments, including
management’s process, forecasts, assumptions, sensitivity analysis and stress
testing. Reviewed the viability and going concern statements.
Conducted a review of the half-year going concern assessment.
Reviewed the half-year and full-year financial and narrative statements and
trading updates, including the alternative performance measures presented.
Considered the accounting policies and practices applied, including in
respect of any exceptional items during the year.
Reviewed the TCFD statement and the Group’s approach to TCFD, including
governance, scenario analysis and the metrics/targets.
RISK MANAGEMENT AND INTERNAL CONTROLS
Monitored the remedial steps taken by management to address the cost
forecasting issues that arose in 2024, including enhanced commercial
assurance procedures.
Formally reviewed the effectiveness of the risk identification process, risk
registers and the approach taken by the Group to address climate-related
financial risk.
Reviewed and evaluated the effectiveness of the Group’s internal financial
control and risk management systems, including obtaining assurance that
at the balance sheet date controls were operating effectively, as evidenced
through, for example, the internal self-certification exercise and testing by
internal audit.
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The Committee’s key activities during the year are set out in the following table:
Annual Report and Accounts 2025
|
97
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
MAR 2025 SEP 2025 DEC 2025 FEB 2026
AREA OF RESPONSIBILITY
2024 Full
year
results
2025 Half
year
results
Interim &
internal
audit
2025 Full
year
results
ACTIONS TAKEN
RISK MANAGEMENT AND INTERNAL CONTROLS
-
CONTINUED
Monitored and reviewed the awareness of the Group's whistleblowing
process, the effectiveness of the process, the types of issues raised and how
such matters are investigated.
Reviewed, updated (where required) and approved the Group’s Anti-Bribery
Policy.
Monitored the Group's approach to cybersecurity and IT security controls.
Considered the Group’s preparations for the implementation of Provision 29
of the Code.
INTERNAL AUDIT
Reviewed and challenged the work of the Group’s internal audit function,
including considering whether the team has adequate resources and the
right mix of skills and experience.
Monitored the effectiveness and performance of the Group’s internal audit
function in delivering the 2025 internal audit plan.
Reviewed the appropriateness of the 2026 proposed internal audit plan.
Reviewed and approved the Internal Audit Charter.
EXTERNAL AUDIT
Scrutinised the independence and objectivity of the external auditors.
Reviewed and approved the external auditors' audit plan for the 2025
financial year, including scope, materiality, key risks and progress.
Evaluated the performance and approach of the external auditors and the
effectiveness of the external audit process during the audit.
Monitored compliance with the Group policy on the engagement of the
external auditors to supply non-audit services.
Recommended to the Board the reappointment of PwC as external auditors
and approved the audit fee.
GOVERNANCE
Conducted the annual performance evaluation of the Committee and
reviewed the outputs.
Annual review of Terms of Reference of the Committee.
AUDIT COMMITTEE REPORT
continued
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FINANCIAL REPORTING
The Committee’s oversight role includes ensuring the integrity
of the financial statements and related announcements. The
Directors are responsible for preparing the Annual Report
and Accounts. The Committee is responsible for reviewing
and reporting to the Board on the clarity and accuracy of
the Annual Report and Accounts and the half-year financial
statements before proposing them to the Board for approval.
In carrying out its duties, the Committee is required to assess
whether suitable accounting policies have been adopted and
to challenge the robustness of significant judgements and
estimates. In order to do this, the Committee receives and
reviews in detail, relevant papers prepared by management
in support of the policies adopted and judgements and
estimates alongside reports on the work and findings of the
external and internal auditors. The Committee discusses and
challenges management, where appropriate, on these matters.
SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE IN RELATION TO THE
FINANCIAL STATEMENTS
The following table shows what we consider to be the key accounting matters which required the exercise of judgement during
the year:
FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
ESTIMATION OF SITE COSTS TO COMPLETE
The Group’s developments are typically large and
complex, including a significant element of
site-wide costs and multiple customer contracts.
To recognise an appropriate cost of sales for each
customer contract, it is necessary to allocate the
total costs incurred on a development to each
customer contract by applying the forecast
full-life blended margin for the site to the revenue
recognised for each contract.
The forecast full-life blended site margin is
dependent on a number of assumptions; especially
forecast costs to complete. Management makes
this estimate based on a combination of historical
experience and future expectations. This relies on a
high level of judgement and estimation, particularly
given that future build costs are inherently
uncertain. These estimates are regularly reviewed
and challenged by different levels of management
through the Group's established cost value
reconciliation control.
An accurate assessment of the forecast full-life
blended margin is also critical to ensure that the
Group’s inventories are correctly recorded at the
lower of cost and net realisable value.
• Considered and validated the Group’s overall approach to cost
allocation and margin recognition.
• Reviewed and challenged papers prepared by management for
sites where there was a greater-than-normal level of judgement or
complexity required to make estimates.
• Considered internal audit feedback on adherence to the Group’s
policies and procedures.
• Discussed with the external auditors the results of their work.
• Based on its review and discussions with management, internal
audit and the external auditors, the Committee concluded that the
treatment in the financial statements was appropriate.
Annual Report and Accounts 2025
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
AUDIT COMMITTEE REPORT
continued
FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
USE OF ADJUSTED MEASURES
Non-IFRS or adjusted measures provide a
more meaningful and useful assessment
of business performance and reflect the
way the business is managed. They are also
used in determining annual and long-term
incentives for remuneration and are widely
used by our investors. There is a risk that
their inappropriate use could distort the
performance of the business.
The Group primarily uses adjusted measures
to cover three main areas:
• Exceptional items that are one-off in
nature and are material enough to disclose
separately.
• The amortisation of acquired intangible
assets.
• The presentation of the Group’s share of
joint venture results.
• Reviewed restructuring and building safety income and costs
against the definition of exceptional items and was satisfied with the
treatment adopted.
• Considered the nature of amortisation of acquired intangible assets and
concluded that it is appropriate for this expense to be excluded from
underlying measures of performance.
• Considered the rationale for showing the share of joint venture results on
a line-by-line basis in the adjusted performance measure rather than as a
single item in the profit or loss account and concluded that this provides
useful information to a reader of the accounts.
• In making its assessment, the Committee was satisfied that the use of
adjusted performance measures was consistent with prior years and
remains appropriate.
• Reviewed the disclosures in the Annual Report and Accounts which explain
the adjusted performance measures and reconcile them to the IFRS
measures and considered whether they were sufficiently clear.
• Discussed with the external auditors the procedures which they had
undertaken and checked that no significant findings had been raised.
PROVISION FOR BUILDING SAFETY
The Group has a provision of £303.6m (2024:
£324.4m) for building safety issues. Significant
judgement is required to assess the scope
of works on affected buildings and therefore
quantify the provision.
• Reviewed the underlying analysis to understand the potential remedial
work required, the number of buildings affected and management's
methodology for quantifying the most likely cost to remediate.
• Reviewed the disclosures in the financial statements in the context of the
requirements of IAS 37 Provisions, Contingent Liabilities and Contingent
Assets and was satisfied that the disclosures made correctly reflect the
Group’s position.
• Discussed with the external auditors the procedures performed over this
analysis to address the risk of any material misstatement of the provision
and checked that no significant findings had been raised.
IMPAIRMENT REVIEW
Management undertakes an annual review,
or at other times if circumstances indicate a
possible issue, to determine if the carrying
value of the Group’s net assets is impaired.
This test involves a value-in-use model that
requires the exercise of judgement and use
of estimates, including future cash forecasts,
growth rates and an appropriate weighted
average cost of capital. The Group has goodwill
of £827.6m (2024: £827.6m).
Management also considers whether there
are any events or circumstances that would
indicate that the carrying amount of Vistry
Group PLC’s investment in subsidiary
undertakings of £2,518.1m (2024: £2,511.8m) may
not be recoverable.
• Considered the identification of the cash-generating unit, and satisfied
itself that this is consistent with the Group’s internal management and
reporting structure.
• Reviewed the value-in-use model, including the period of cash flow
projections, the use of Board-approved budgets and forecasts, and the
assumptions applied in determining the terminal value, challenging their
consistency with the Group’s strategy and historical performance.
• Assessed the key assumptions underpinning the cash flow forecasts,
including revenue growth, operating margins and cash conversion, and
considered the extent to which these assumptions reflect current market
conditions and future risks.
• Reviewed the discount rate applied to the projected cash flows, including
the methodology used to derive it, and concluded that it appropriately
reflects the time value of money and the risks specific to the Group.
• Considered management’s assessment of the Group’s market capitalisation
compared to the carrying value of its net assets as a corroborative indicator,
noting that the Group’s market capitalisation did not indicate impairment
when considered alongside the underlying performance of the business.
• Considered detailed reporting from, and held discussions with, the external
auditors on the matters concerned, whose view was consistent with
management’s conclusions.
• Concluded that there was no requirement to impair goodwill or
investments in subsidiaries, and that the disclosures, including those on
the sensitivities applied, are appropriate and, on this basis, approved the
disclosure in the financial statements.
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FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
GOING CONCERN AND
VIABILITY STATEMENTS
The Directors are required to assess
whether it is appropriate to prepare
the financial statements on a going
concern basis and whether the Group
and Company remain viable over the
medium term.
To support this assessment,
management prepared detailed cash
flow forecasts and modelled a range of
downside sensitivities on unit volumes,
sales prices and build costs, together
with mitigating actions, to assess the
impact on liquidity headroom and
compliance with covenants.
• Reviewed the Group and Company’s going concern and viability statements.
• Reviewed and challenged the forecast cash flows and income statement prepared
by management, which formed the base case for the modelling used to assess the
Group and Company as a going concern and its medium-term viability, as well as the
assessment for the impairment of goodwill.
• Reviewed a series of stress tests performed by management on the forecasts and
satisfied itself that these appropriately reflect the Group’s principal risks. Considered
the impact these tests would have on the ability of the Group and Company to
remain viable in the medium term.
• Challenged management's determination of a severe but plausible downside
scenario, the appropriateness of the significant judgements and assumptions
contained within it, the likelihood of these stressed events occurring, the mitigations
proposed and whether or not they can be considered to be within management's
control. Management identified a range of mitigating actions including management
of working capital payments, deferral or cancellation of uncommitted land
expenditure, slowing or temporary cessation of discretionary site expenditure,
additional sales of land parcels and bulk sales of housing stock, reductions in
overhead costs, the removal of all discretionary administrative expenses and the
suspension of uncommitted shareholder distributions.
• Considered the key terms of the Group's existing financing arrangements and
concluded that the borrowing facilities available to the Group are appropriate.
• Considered the likelihood of the Group being able to agree suitable financing
arrangements when the existing £100m USPP loan matures in February 2027 to
support the going concern and viability assessments. While the Directors' current
intention is to replace this facility, this is not assumed in the base case.
• Considered the likelihood of the Group being able to agree suitable financing
arrangements when the revolving credit facility and term loan mature in April 2028 to
support the viability assessment.
• Reviewed and challenged the appropriateness of the length of the going concern
review and viability assessment periods.
• Formed an opinion as to the ability of the Group and Company to remain a
going concern for at least 12 months from the date of this report and made its
recommendation to the Board.
FAIR, BALANCED AND
UNDERSTANDABLE
One of the key provisions of the
Code is for the Board to confirm that
the Annual Report and Accounts,
taken as a whole, is fair, balanced
and understandable and provides
the information necessary for users
to assess the Group’s position,
performance, business model and
strategy. The Committee is requested
by the Board to provide advice to
support the assertion.
At the request of the Board, the Committee made an assessment based on a review
of the processes and controls put in place by management. Management confirmed
that each section of the report has been subject to rigorous review processes,
including the following:
• Ongoing internal review by members of the Annual Report and Accounts
project team;
• Final review of the Annual Report and Accounts by members of the Executive
Leadership Team;
• Committee and Board review of the Annual Report and Accounts in sufficient time
to facilitate their review and to challenge disclosures where necessary and with all
comments received being considered by the owners of the relevant section of the
report; and
• External review by advisers, including the external auditors.
On this basis, the Committee was able to advise the Board that it could make the
required statement that the Annual Report and Accounts is fair, balanced and
understandable and provides the information necessary for shareholders and other
stakeholders to assess the Group’s position, performance, business model, strategy
and principal risks and its disclosures in relation to TCFD and ESG.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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AUDIT COMMITTEE REPORT
continued
FINANCIAL REPORTING COUNCIL (FRC)
REVIEW OF THE GROUP’S 2024 ANNUAL
REPORT AND ACCOUNTS
In November 2025, the Group received an Appendix Letter
from the Corporate Reporting Review Team of the FRC
regarding our 2024 Annual Report and Accounts. The FRC did
not raise any questions or request any further information,
but made nine observations aimed at enhancing the clarity
and completeness of certain disclosures for consideration
in our 2025 reporting. The Board and Audit Committee have
considered these suggestions, consulted with our external
auditors, and have adopted those improvements that are
relevant in the 2025 Annual Report and Accounts. None of the
matters identified were assessed as material to the prior year
financial statements.
The review, conducted by staff of the FRC who have
an understanding of the relevant legal and accounting
framework, was based solely on the Annual Report and
Accounts and did not involve a review of underlying evidence.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is responsible for the Group’s risk management
framework and risk appetite. The Group’s risk management
process and system of internal controls were in place for the
full year and up to the date of approval of the Annual Report
and Accounts. They are in line with the FRC’s Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting, and comply with the requirements of
the Code.
The Committee supports the Board in reviewing the
effectiveness of risk management, assessing and reviewing
the Group’s principal and emerging risks. Further detail is
provided in the Risk Management section on pages 56 to 61.
The Committee also keeps internal controls under review,
including assessing the relationship between the internal and
external audit functions, the results of internal audit work, and
the overall effectiveness of the internal audit process.
The Board and Executive Leadership Team have put in place
processes to address the revisions introduced by the 2024
Code (effective from 1 January 2026) and are considering
the new requirements to be an opportunity to enhance
risk management processes and controls. During the year,
the Risk Oversight Committee undertook a review of the
Group's Principal Risks and then created a risk and control
matrix which identifies the material financial, operational,
reporting and compliance controls that manage the risks.
Various control enhancements were identified as part of this
process and an assurance programme across the three lines of
defence was mapped against the material controls. There will
be a series of control testing and assurance cycles undertaken
throughout 2026, incorporating all lines of defence to
assess the effective operation of material controls during
the year and to identify and address any further
enhancements required.
See the Risk Management section on pages 54 and 55 for
further detail on the Group's journey towards compliance
with the revised requirements of Provision 29.
INTERNAL AUDIT
The Internal Audit function’s role is to systematically,
independently and objectively assess the adequacy and
effectiveness of the risk management systems and key internal
controls over the Group’s operations, financial reporting, IT
systems, and risk and compliance processes. The function is
a critical component of the Group’s corporate governance
framework, providing support and assurance to the Board,
Committee and management in the execution of the
Group’s strategy. It provides recommendations to address
key issues identified and improve processes and controls and
delivers important insight on issues of culture and employee
values and behaviours.
During 2025, the Audit Committee oversaw the appointment
of a new Group Internal Audit and Risk Director from within
the Group, following the resignation of the former incumbent.
The Group Internal Audit and Risk Director reports directly
to the Chair of the Committee to maintain independence.
The Internal Audit team has a blend of experience consisting
of core expertise in risk and assurance, alongside industry
experience from within the Group. This enables the team
to provide general risk and business-specific assurance.
It continues to maintain a budget for co-sourced expertise to
be brought in to provide more specialised reviews, such as IT.
During 2025, internal audits were undertaken in accordance
with the Committee’s agreed plan for the year. Regular
updates were provided to the Committee on the status
of ongoing audits and action closure. The Committee
monitored progress against the plan, discussed the results
of all audits undertaken and monitored relevant actions to
address recommendations.
The Committee also considered and approved both the
headcount and organisational design of the Internal Audit
team to ensure appropriate scale and expertise.
The Committee considered and approved the 2026 internal
audit plan ensuring alignment to the Group's principal risks
and uncertainties. It provides a balance of thematic reviews
across the whole Group, alongside specific material control
audits in response to Provision 29.
ENTERPRISE RISK MANAGEMENT
The framework and processes the Group operates to
manage risk are set out on pages 54 and 55.
During the year, the Committee monitored and reviewed the
Group’s risk management activities and processes through
reports at each Committee meeting. The Committee reviewed
the work of the Risk Oversight Committee’s bottom-up and
top-down process used to identify risks, the movement
of principal risks, identification of emerging risks and the
risk appetite.
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WHISTLEBLOWING
Throughout 2025, the Committee has reviewed the operation
of the independent third-party managed whistleblower
hotline to enable employees and third parties to report
matters of concern. The Committee also continued to
receive reports on ongoing and concluded investigations and
considered the actions taken by management as a result of
the investigations.
EXTERNAL AUDITOR INDEPENDENCE,
QUALITY AND EFFECTIVENESS
An important part of the Committee’s role is to oversee
the Group’s relationship with the external auditors and
to carry out an annual assessment of their independence
and objectivity, taking into consideration relevant
UK law, regulations, the Ethical Standards and other
professional requirements.
PwC has been the Group’s external auditors since 2015 and
were reappointed for 2025 following a competitive tender
process. The current lead audit partner has served since
2021. In preparation for the mandatory rotation of the lead
audit partner following completion of the 2025 audit, the
Committee oversaw a structured succession process in line
with applicable regulatory and governance requirements.
The Audit Committee Chair and the CFO met with a
selection of eligible PwC partners and considered their
experience, including industry knowledge, technical expertise,
understanding of the Group’s business and approach to audit
quality and professional scepticism. The Committee also
considered continuity of audit quality and compliance with
independence and rotation requirements. Following this
process, the Committee approved the appointment of the
incoming lead audit partner, who will assume responsibility
for the audit from the 2026 financial year.
The Committee is responsible for overseeing the quality and
effectiveness of the external audit. Relations with the external
auditors are managed through a series of meetings and regular
discussions, and the Committee ensures a high-quality audit
by challenging the external auditors' work.
At the meeting in September 2025, the Committee reviewed
and challenged the proposed audit plan, noting the scope
of work to be undertaken and the key audit matters being
addressed by the external auditors at that time and the
proposed level of materiality. At the meetings in December
2025 and February 2026, the Committee reviewed the
external auditors' execution of the agreed audit plan and
the work performed by the auditors to test management’s
assumptions and estimates in relation to key audit risks.
The Committee also reviewed:
• a summary of the results of questionnaires completed by
senior members of the finance teams across the Group rating
PwC’s audit in areas including the experience and expertise
of the audit partner and team, knowledge of our business,
the quality of planning, delivery and execution of the audit
and the extent to which the audit plan was met, and the
robustness and perceptiveness of the work performed.
• the independence and objectivity of the external
auditors, taking into account the degree of challenge to
management and the level of professional scepticism
shown by the audit partner and audit team throughout the
process. PwC also confirmed their independence in their
report to the Committee including information on their
internal procedures. The Committee took into account
regulation, professional requirements and ethical standards,
together with consideration of all relationships between
the Group and PwC and its staff.
Our 2026 AGM Notice contains a resolution for the
re-appointment of PwC as auditors. In making this
recommendation, the Committee took into account
the independence and objectivity of PwC, the ongoing
effectiveness of the external audit process and cost.
There are no contractual restrictions on the choice of
external auditor. The AGM Notice also contains a resolution
to give the Directors authority to determine the external
auditor’s remuneration, which provides a practical flexibility
to the Committee.
NON
-
AUDIT SERVICES AND AUDIT FEES
The Committee approves the terms of engagement and
remuneration of the external auditors. The Group has
complied with the provisions of the Competition & Markets
Authority Order, including the provisions in relation to the
external auditor’s appointment highlighted above, and the
appointment of the external auditor for non-audit services.
The Committee keeps under review its policy, that requires
the Committee to approve all audit-related and non-audit
services proposed to be undertaken by the external auditors,
with the exception of compliance work undertaken in the
ordinary course of business, which is treated as pre-approved.
When a request for approval is made, the Committee has
due regard to the nature of the audit-related or non-audit
service, whether the external auditor is a suitable supplier,
and whether there is likely to be any threat to independence
and objectivity in the conduct of the audit. The related fee
level, both separately and relative to the audit fee is also
considered. For an analysis of fees paid to PwC for audit and
non-audit services, see note 5 of the financial statements.
ROWAN BAKER
Chair of the Audit Committee
3 March 2026
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
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Woodlands, Swindon
Heath Farm, Greater Manchester
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REMUNERATION COMMITTEE REPORT
KEY RESPONSIBILITIES
• Sets and reviews remuneration policy.
• Determines remuneration and incentives of the Executive
Directors and the Chair.
• Sets performance criteria for incentive plans.
2025 HIGHLIGHTS
• Remuneration policy: conducted a strategic review of the
Group’s Remuneration Policy (Policy) which included a
thorough shareholder consultation exercise representing
approximately 31% of the Group’s issued share capital.
• Remuneration packages: approved 2025 salaries, 2024
bonus, LTIP outcomes for Executive Directors and ELT and
2025 LTIP awards levels for Executive Directors and Senior
Management.
• Joiners and Leavers: Welcomed Sue Farr to the Board and
the Committee on 1 October 2025. Sue brings substantial
experience in executive remuneration and stakeholder
engagement, currently chairing Remuneration Committees
at several UK PLCs. During the year we also saw the planned
departures of Chris Browne on 14 May 2025, and Helen Owers
on 30 September 2025.
• Workforce remuneration: supported with the cost-of-
living challenge with base salary increases up to 2.75%
for 2026. Achieved certification as a ‘Top Employer’ with
the Top Employer Institute, for the fourth consecutive
year recognising our people strategies and workplace
environment.
• Governance: approved the 2025 Remuneration Report for
inclusion in this Annual Report and Accounts.
2026 PRIORITIES
• Ensure that remuneration arrangements appropriately
support the retention of key individuals at both
Executive and senior leadership level, while remaining
aligned with shareholder expectations and the wider
workforce experience.
• Ensure that incentive arrangements remain effective and
appropriate in the context of a potential CEO transition.
• Ensure alignment between Executive Director incentives,
ELT reward arrangements and wider workforce remuneration,
to support a consistent and coherent approach to long-term
value creation.
PAUL WHETSELL
Remuneration Committee Chair
COMMITTEE MEMBERSHIP, MEETINGS & ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
A number of ad hoc meetings of the Committee were also held
during the year.
Director
Joined Attendance
Paul Whetsell 18 May 2023 5/5
Chris Browne
1
1 September 2014 3/4
Rowan Baker 18 May 2022 5/5
Helen Owers
2
18 May 2023 4/4
Rob Woodward 16 May 2024 5/5
Alice Woodwark 16 May 2024 5/5
Sue Farr
3
1 October 2025 1/1
1
Chris Browne stepped down from the Board and the
Committee at the AGM on 14 May 2025 and therefore only
attended meetings held in February and March.
2
Helen Owers stepped down from the Board and the
Committee on 30 September 2025 and therefore only attended
all meetings held prior to this date.
3
Sue Farr joined the Board and the Committee on 1 October
2025 and therefore only attended the December meeting.
Regular other attendees included: the Chair, CEO, COO, CFO,
Non-Executive Director, representatives from WTW and the
Chief People Officer and General Counsel (who acts as secretary
to the Committee).
The Committee's Terms of Reference are available at
www.vistry.co.uk/investor-centre/corporate-governance.
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the
Remuneration Committee report for the year ended
31 December 2025. The Remuneration Report aims to give
shareholders a clear and comprehensive understanding of
the development of the proposed revised Remuneration
Policy, implementation of the current Policy in 2025 and the
planned implementation for 2026. The Remuneration Policy
and Report will be subject to shareholder approval at the
forthcoming AGM.
REMUNERATION POLICY REVIEW
The Committee applied the principles of clarity, simplicity,
risk management, predictability, proportionality and cultural
alignment in designing and operating the Remuneration Policy.
This ensured that the policy is transparent and straightforward;
that risk is managed through balanced measures, deferral and
malus/clawback; that outcomes are predictable through defined
opportunity levels; that pay is proportionate to performance
and stakeholder experience; and that incentives support the
Group’s purpose, values and culture.
The Committee believes that a well-designed remuneration
policy should align the interests of our executives and
shareholders, reward the successful execution of our strategy,
and remain competitive in the market. We have carefully
considered our approach, and we are not proposing any
change to the overall policy limits under the current Policy,
which was approved by shareholders at our General Meeting
in August 2023.
The Committee is proposing the following changes to the
Remuneration Policy which is subject to shareholder approval
at the 2026 AGM.
Introduction of a hybrid long-term incentive
We are proposing to introduce flexibility into the Policy
to grant hybrid long-term incentive awards comprising a
combination of performance and restricted shares to Executive
Directors. This blended approach seeks to strike an appropriate
balance between motivating and rewarding performance and,
importantly, supporting executive retention. It introduces a
predictable reward framework to our arrangements in a time
of macroeconomic uncertainties, whilst preserving a strong
alignment with long-term corporate performance.
Our approach to pay for executives below Board level already
incorporates a hybrid model that has proven effective in
aligning participant interests with those of shareholders.
Consequently, the Committee is proposing to extend the
hybrid model to give the Committee the ability to grant
awards of restricted shares to Executive Directors, in
combination with performance shares, in order to adopt a
coherent and consistent pay policy across Vistry as a whole.
If the proposed Policy is approved, the Committee expects
that the majority of Executive Director long-term incentive
awards would be made in performance shares in order to
provide a direct link between vesting outcomes and
Company performance / shareholder value creation.
In designing the new Policy, the Committee carefully
considered investor expectations on such schemes, including
the Investment Association’s Principles of Remuneration.
To reflect the increased certainty compared to performance
shares, the Committee will apply a 50% discount for any awards
made as restricted shares. The Committee will also retain the
ability to apply discretion if judged appropriate, to adjust the
formulaic level of vesting to ensure this reflects the experience
of the Group’s shareholders and overall business performance.
While the Committee intends to introduce flexibility within
the Policy to grant hybrid long-term incentive awards to both
Executive Directors, from an immediate implementation
perspective, the Committee is intending to continue to award
performance shares as the sole long-term vehicle to Greg
Fitzgerald, our Executive Chair and CEO. The Committee
believes this approach is appropriate in the short term to
ensure his pay outcomes are closely aligned with the Group's
performance as we focus on returning value to shareholders.
For 2026, the Committee intends to make the following awards:
Role
Performance share award Restricted share award
CEO 300% of salary None
CFO 135% of salary
45% of salary (incorporating
50% discount from previous
grant of performance shares)
Annual bonus deferral
Our current Policy requires a portion of an Executive Director’s
annual bonus to be deferred into shares for a period of two
years - one-third of bonus earned for the CFO, and two-thirds
for the CEO. Under the new Policy, it is proposed that the
Committee would have the flexibility to reduce or waive this
deferral requirement for an Executive Director once they
have achieved and maintained their shareholding guideline
(200% of salary or their LTIP award level, if higher). In addition,
it is proposed that the Committee would have the flexibility
to change the deferral mechanism from one-third of bonus
earned deferred into shares to any bonus earned over 100% of
salary be deferred into shares. The Committee will determine
the appropriate deferral mechanism when considering bonus
outturn each year.
This change is intended to recognise and reward executives
who have demonstrated a significant, long-term commitment
to the Company through their personal share ownership
and the alignment with shareholders that this provides.
In practice, our Executive Chair and CEO has indicated to the
Committee that he intends to continue to defer two-thirds of
any bonus payment on a voluntary basis, even though his Vistry
shareholding is substantially above the guideline level.
Shareholder consultation
During 2025, the Committee conducted a thorough and
proactive shareholder consultation exercise regarding the
proposed evolution of our Policy. This engagement was
designed to ensure that any adjustments to our incentive
structures were developed with a clear understanding of
investor perspectives and remained aligned with the long-term
strategic objectives of the Group.
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As part of this exercise, we reached out to shareholders
representing approximately 60% of the Group’s issued share
capital, including our largest institutional investors and
proxy advisory bodies, of which 31% actively engaged. These
discussions focused on the introduction of the hybrid long-term
incentive model and the rationale for providing the Committee
with the flexibility to determine bonus deferrals for Executives
with significant personal shareholdings.
The Committee was encouraged by the constructive nature
of the feedback received. Shareholders generally recognised
the importance of executive retention and the benefits of
a coherent pay policy that is consistent across the wider
management team.
During these discussions, several shareholders asked about
the rationale for the differing LTIP structures proposed for
the Executive Chair and CEO and the CFO. The Committee’s
position is that this distinction is both deliberate and
strategically sound. For the Executive Chair and CEO, the
Committee believes that performance shares should remain
the sole long-term vehicle at this time as this ensures his total
remuneration is exclusively aligned to the delivery of the
Group’s recovery strategy and the direct creation of shareholder
value, reflecting his unique accountability for the Group's
overall performance.
The CFO’s transition to a hybrid model aligns with the structure
utilised for the broader senior management team. This provides
a coherent framework that supports executive retention and
rewards the consistent application of financial discipline and
capital management, which are critical to the Group’s long-term
stability. While the proposed Policy provides the flexibility for
a hybrid approach for both roles, the Committee has exercised
its judgement to apply a more performance-leveraged structure
to the CEO role at this time, reflecting his specific mandate to
return value to shareholders.
We have carefully considered all views expressed during this
process, and the feedback has been instrumental in refining the
final proposals that will be put to shareholders at the
2026 AGM.
REMUNERATION PAID IN RESPECT OF 2025
In determining the Executive Directors’ remuneration
outcomes for the year ended 31 December 2025, the
Committee maintained a clear and rigorous focus on
aligning pay with performance but was equally focused
on taking into consideration the experience of all our key
stakeholders, including shareholders and our wider workforce.
The key drivers of our decisions are outlined below.
CORPORATE PERFORMANCE
Financial performance: The Group delivered an adjusted
profit before tax of £268.8m (2024: £263.5m). Adjusted revenue
reduced 4%, while total completions were down 9% to 15,658
(2024: 17,225). Partner Funded completions reduced by 8% to
11,593 (2024: 12,633), due to funding uncertainty in the first half of
the year and Open Market completions by 11% to 4,065
(2024: 4,592), reflecting ongoing subdued market conditions.
The adjusted operating margin was up to 8.5% (2024: 8.3%).
ROCE was 13.9% (2024: 14.6%) with average capital employed of
£2,548.2m (2024: £2,461.8m). The Group had a net debt position
as at 31 December 2025 of £144.2m (2024: net debt £180.7m).
Customer: The Group retained its 5-star rating for a seventh
consecutive year and continued to improve our HBF 9-month
survey score, which was above benchmark, reflecting customer
satisfaction once customers have settled into our homes and
developments. The Group also increased the Partner Satisfaction
score from 4-star to 5-star reflecting the improvement in
delivery for Partners.
ESG: Throughout the year, the Group has focused on further
embedding sustainability into business as usual. We’ve made
progress on our carbon action plan, with significant GHG
emissions reductions across Scope 1, 2 and 3, driven largely by
the delivery of over 1,100 zero-carbon-ready (regulated energy)
homes during the year. Our on-site skills academies significantly
outperformed targets, with 732 learners passing through—well
above our goal of 325. We’ve quantified the Total Induced and
generated Local Social Economic Value of our developments
and delivered 4,669 additional affordable homes.
STAKEHOLDER EXPERIENCE
Shareholders: The shareholder experience over 2025 was more
positive with the Group’s share price overall increasing by 12.1%
over the course of 2025.
The Company continued the £130m share buyback which
commenced on 12 September 2024. The share buybacks
are ordinary distributions in lieu of interim and final
dividend payments.
Our people: The Committee is extremely mindful of the
current cost of living challenge and its impact on the financial
and emotional wellbeing of our employees. The Committee
was pleased to note that during the year, the Group decided
to award a total salary increase for the workforce for 2025
of between 2.5% and 5% depending on salary, ensuring that
the lowest paid employees received the highest percentage
increase. Other initiatives for colleagues included:
• Continual review of the benefits offered to employees which
gave rise to enhancements including improvements to the long
service award programme.
• Again achieving certification as a ‘Top Employer’ with the
Top Employer Institute recognising our people strategies and
workplace environment, with accreditation for 2026 taking the
Group 9.3% above benchmark.
• The YourSay employee engagment survey conducted by
CultureAmp in July 2025 achieved 76% participation and a 59%
favourable score. This increased to a 62% favourable score in
the November survey.
• Launch of an updated People Strategy for 2025-2028 focused
on three priorities: leadership and career framework; future
talent and succession; and employee experience.
BONUS
The 2025 Bonus Scheme set for Executive Directors in respect
of performance in 2025 was based on achievement of stretching
targets against Adjusted profit before tax (60%), FY net debt
(30%) and gross profit shortfall (10%). For 2025, the cash metric
changed from average month end net debt, to full year net
debt metric to drive increased focus on cash management
through the year, and to drive towards positive cash generation
rather than debt. The gross profit shortfall for FY26 metric was
introduced to ensure that profit and cash delivery in FY25 was
not at the expense of future years.
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REMUNERATION COMMITTEE REPORT
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
In respect of Adjusted profit before tax, the outcome was
£268.8m which was above threshold and thus 24% of the total
bonus was payable for this element. FY net debt was £144.2m
which was below threshold which resulted in a 0% outturn for
this element. The Gross profit shortfall was achieved, therefore
10% of the total bonus was payable for this element.
The formulaic bonus outcome for the Executive Directors and
leadership team was 34% of maximum bonus opportunity
whereas the formulaic bonus outcome for the wider workforce
measured on Group performance was 47% of maximum
opportunity. This was largely a result of the 2025 annual
bonus scheme for all employees other than members of the
ELT being determined using bifurcated annual targets.
This was a purposeful decision by leadership to enable full
focus on near term priorities during 2025 and to aid retention.
The Committee noted that this would result in members of
the ELT receiving outcomes lower than their direct reports and
the wider workforce measured on Group performance.
After careful consideration the Committee determined it
appropriate to exercise discretion to approve an outcome for
the ELT that was consistent with that for the wider workforce.
Consequently the Executive Directors and other members of
the ELT received a bonus outcome equal to 47% of maximum
opportunity. In respect of the Executive Chair and CEO two-
thirds of the bonus shall be deferred into shares for two years
and the CFO one-third.
LONG
-
TERM INCENTIVES
The 2023 LTIP award was subject to total shareholder return (TSR)
(33%), adjusted EPS (33%) and ROCE (33%) targets measured over
three financial years.
In respect of TSR performance, Vistry’s TSR was below the
median of the peer group and thus vesting for this portion
of the award was 0%. ROCE was 13.9% which resulted in 0%
vesting. Adjusted EPS in 2025, being the third year of the
performance period was 59.3p, which was below threshold and
thus 0% vested.
The formulaic outcome given the above performance was 0%.
In light of business and stakeholder context set out above, the
Committee was comfortable that the formulaic outcome set out
was fair and appropriate therefore no discretion was exercised in
relation to the outcome.
Full details on the targets set and performance against
them can be found on page 110 in respect of the 2025 Bonus
Scheme and page 111 for the 2023 LTIP award.
2026 REMUNERATION POLICY IMPLEMENTATION
As discussed above, the Remuneration Policy will be put to a
shareholder vote at our AGM in 2026. A summary of the
proposed implementation of the Policy in 2026 has been set
out below:
The Executive Chair and CEO, and CFO received a 2.25% increase
to base salary on 1 January 2026, in line with the increase for
employees with salaries above £200,000. Employees with
salaries below this level received increases of 2.75%.
For the 2026 annual bonus, we are proposing a change in the
measures from 2025. The scorecard will consist of adjusted profit
before tax (50%), full year net debt (20%) and average daily net
debt (30%), with the gross profit shortfall metric removed.
The maximum bonus opportunity for the Executive Chair and
CEO, and the CFO in 2026 will remain at 300% and 175% of
base salary, respectively.
As described on page 105, under the proposed Policy, the
Committee will have the flexibility to reduce or waive the bonus
deferral requirement for an Executive Director once they have
achieved and maintained their shareholding guideline. However,
the Executive Chair and CEO has indicated to the Committee
that he intends to continue to defer two-thirds of any bonus
payment on a voluntary basis. Subject to shareholder approval
of the proposed Policy and contingent on him achieving the
shareholding guideline, during the year the Committee will
consider whether to reduce the deferral requirement for the
CFO. Otherwise, the CFO will continue to defer part of his bonus
with the Committee determining the appropriate deferral
mechanism when considering the bonus outturn.
For 2026 LTIP awards, we will continue to use relative TSR
(50%), ROCE (20%) and EPS (20%) and carbon reduction (10%).
The award level for the Executive Chair and CEO shall return to
300% of base salary following the voluntary reduction as a result
of the reduction in the Group’s share price in 2025. The CFO
will receive a performance share award equal to 135% of salary
in March under the existing Remuneration Policy. Subject to
shareholder approval of the proposed Policy, he will also
receive a restricted share award equal to 45% of salary
following the AGM. The restricted share award is intended to
be granted using the same market price applied to the March
performance share award, and will vest in three equal tranches
across three years in March of each year to align both awards.
The restricted share award vestings will be subject to
shareholding requirements. If shareholders do not approve
the proposed Policy at the upcoming AGM, the CFO’s
performance share award will be topped up to 225% of salary.
The strategy is reviewed each year by the Board in July where it
considers the three year startegic plan. It is anticipated that there
shall be more clarity on grant funding for Vistry and our Partners
under the Social and Affordable Homes Programme 2026-2036
(SAHP) by that time. The SAHP is a material factor for assessing
affordable housing delivery under our Partnerships strategy
impacting ROCE and EPS. Further, the carbon reduction targets
are impacted by the Government's delay to the publication of
the Future Homes Standard and associated transition from gas
to electricity. The Committee have therefore made the decision
to delay setting the LTIP 2026 targets for ROCE, EPS and carbon
reduction. The awards will be granted in due course, and targets
set before the end of August 2026 to allow for appropriate three
year targets aligned with the future strategic plan. Once set, the
targets will be disclosed in a stock exchange announcement.
Full details on performance measures and targets against
them (where not commercially sensitive) are set out on
page 118.
I hope you find that this report clearly explains the remuneration
approach we have taken and how we will implement the Policy
in 2026. I look forward to your support at the AGM in respect
of the resolutions relating to this report and the Remuneration
Policy.
PAUL WHETSELL
Chair of the Remuneration Committee
3 March 2026
DIRECTORS’ REMUNERATION REPORT
108
|
Vistry Group PLC
REMUNERATION AT A GLANCE
This section of the Directors’ Remuneration report provides details of how our Remuneration Policy was implemented during the
year ended 31 December 2025, and how it will be implemented during the year ending 31 December 2026. It has been prepared
in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the UK Listing Rules.
In accordance with the Regulations, the following sections of the Remuneration Report are subject to audit: the single total figure
of remuneration for Executive Directors and Non-Executive Directors, and accompanying notes (page 109), awards made during
the year (page 111), exit payments made in the year (page 112), payments to past Directors (page 112) and the statement of Directors’
shareholdings (page 113). The remaining sections of the report are not subject to audit.
REMUNERATION OUTCOMES IN RESPECT OF 2025
EXECUTIVE
DIRECTORS
TOTAL PAY
FOR 2025
See page 109
2025 LTIP
GRANT
See page 111
2023 LTIP
OUTCOME
See page 111
2025 BONUS
ACHIEVEMENT
See page 110
0 500 1000 1500 2000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
£Value 000
£Value 000
£Value 000
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Greg Fitzgerald
Tim Lawlor
Annual bonus
LTIP
SAYE
£1,994K
0 500 1000 1500 2000 2500
£1,001K
£1,510K
£978K
0 500 1000 1500 2000 2500
Original award
Nil vesting
Greg Fitzgerald
Tim Lawlor
Actual Bonus
Maximum Bonus
achievable
Greg Fitzgerald
Tim Lawlor
0 500 1000 1500 2000 2500
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,162K
£2,000K
£2,400K
£1,128K
£903K
£425K
0 500 1000 1500 2000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
£Value 000
£Value 000
£Value 000
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Greg Fitzgerald
Tim Lawlor
Annual bonus
LTIP
SAYE
£1,994K
0 500 1000 1500 2000 2500
£1,001K
£1,510K
£978K
0 500 1000 1500 2000 2500
Original award
Nil vesting
Greg Fitzgerald
Tim Lawlor
Actual Bonus
Maximum Bonus
achievable
Greg Fitzgerald
Tim Lawlor
0 500 1000 1500 2000 2500
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,162K
£2,000K
£2,400K
£1,128K
£903K
£425K
0 500 1000 1500 2000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
£Value 000
£Value 000
£Value 000
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Greg Fitzgerald
Tim Lawlor
Annual bonus
LTIP
SAYE
£1,994K
0 500 1000 1500 2000 2500
£1,001K
£1,510K
£978K
0 500 1000 1500 2000 2500
Original award
Nil vesting
Greg Fitzgerald
Tim Lawlor
Actual Bonus
Maximum Bonus
achievable
Greg Fitzgerald
Tim Lawlor
0 500 1000 1500 2000 2500
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,162K
£2,000K
£2,400K
£1,128K
£903K
£425K
0 500 1000 1500 2000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
£Value 000
£Value 000
£Value 000
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Greg Fitzgerald
Tim Lawlor
Annual bonus
LTIP
SAYE
£1,994K
0 500 1000 1500 2000 2500
£1,001K
£1,510K
£978K
0 500 1000 1500 2000 2500
Original award
Nil vesting
Greg Fitzgerald
Tim Lawlor
Actual Bonus
Maximum Bonus
achievable
Greg Fitzgerald
Tim Lawlor
0 500 1000 1500 2000 2500
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,162K
£2,000K
£2,400K
£1,128K
£903K
£425K
KEY REMUNERATION DECISIONS DURING 2025
During 2025, the Committee set the performance measures and targets for the 2025 annual bonus and confirmed that no
payout would be made under the 2024 bonus scheme. It also established the performance measures and targets for the LTIP
awards granted in 2025 and confirmed that the 2022 LTIP awards would vest at nil. Malus and clawback provisions continued
to apply to all incentive awards, alongside the two-year post-vesting holding period for LTIP awards.
The Committee reviewed the impact of the FY23 restatement, including its implications for the FY23 annual bonus and the
2021 LTIP outcomes. After careful consideration of all relevant factors, the Committee concluded that no adjustments were
required to either the FY23 bonus or the 2021 LTIP outcomes.
Towards the end of the year, the Committee considered the structure of the 2026 annual bonus and completed the 2025
remuneration review. This review took into account the broader economic environment, alignment with stakeholder
experience, the relationship between Executive remuneration and wider workforce pay, and employment conditions across
the Group, including oversight of general pay proposals for 2025. Following this review, the Committee determined that the
Executive Chair and CEO, and the CFO would each receive a 2.25% increase in base salary for 2026, consistent with senior
leadership but below the 2.75% increase awarded to the wider workforce.
Non-Executive Director fees were also reviewed. Following a benchmarking exercise against FTSE 250 peers (excluding
financial services) and recognising that fees had not increased since 2024, the Board approved a 3.2% increase for 2026.
There was no increase in Committee Chair fees.
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDED 31 DECEMBER 2025
SINGLE FIGURE EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
Salary
£000
Benefits
1
£000
Pension
Salary
Supplement
2
£000
Sub-Total
(Fixed Pay)
£000
LTIP
3
£000
Annual
Bonus
4
£000
SAYE
£000
Sub-Total
(Variable Pay)
£000
Tot al
Remuneration
£000
Greg Fitzgerald 2025 800 10 56 866 - 1,128 - 1,128 1,994
2024 800 19 56 875 - - - - 875
Tim Lawlor 2025 516 24 36 576 - 425 - 425 1,001
2024 503 23 38 564 - - - - 564
1
Taxable benefits include medical insurance, payment of a car allowance and provision of a leased vehicle.
2
Greg Fitzgerald and Tim Lawlor receive a non-bonusable and non-pensionable pension salary supplement.
3
LTIP 2023 measured over a three-year period to 31 December 2025 and will vest to the extent of 0% on 27 March 2026. See page 111 for further details.
LTIP 2022 measured over a three-year period to 31 December 2024 and vested to the extent of 0% on 4 March 2025.
4
47% annual bonus was achieved for the year (see page 110).
5
No malus or clawback provisions were applied in relation to the Executive Directors remuneration during the year.
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
The following table shows the remuneration for the Non-Executive Directors who served during 2025:
SALARY / FEES
7
£000
Non-Executive Directors
2025
Tot al
2025
2024
Tot al
2024
Rob Woodward
1
130 130 81 81
Rowan Baker 76 76 76 76
Paul Whetsell 76 76 76 76
Alice Woodwark
2
61 61 38 38
Usman Nabi
3
- - - -
Sue Farr
3
15 15 - -
Chris Browne
5
23 23 61 61
Helen Owers
6
46 46 61 61
1
Appointed SID 16 May 2024.
2
Appointed 16 May 2024.
3
Usman Nabi has waived his rights to receive a fee for his Non-Executive Director role on the Board for this year and future years.
4
Appointed 1 October 2025.
5
Stepped down from the Board on 14 May 2025.
6
Stepped down from the Board on 30 September 2025.
7
In addition to their fees, the Non-Executive Directors were entitled to claim non-taxable expenses incurred whilst fulfilling their role.
There were no reimbursements of expenses that were taxable.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
109
PAYMENTS TO EXECUTIVE DIRECTORS FOR EXTERNAL DIRECTORSHIPS (UNAUDITED)
Greg Fitzgerald is Non-Executive Chairman of Baker Estates Limited for which he received a fee of £293,764. He is also
Non-Executive Chairman of Ardent Hire Solutions Limited, for which he received a fee of £130,000.
Tim Lawlor did not hold any external directorships during the year.
ANNUAL BONUS PAYMENT IN RESPECT OF 2025 (AUDITED)
The maximum opportunity for the Executive Chair and CEO and the CFO for the year ended 31 December 2025 was 300%
and 175% of base salary respectively, with one third (two thirds for the Executive Chair and CEO) of any bonus award being
paid in shares, deferred for two years.
Provisions that enable the recovery of sums paid (clawback) continue to apply, as set out in the Policy table. All targets were
set in January 2025.
A breakdown of the performance against the measurement criteria is shown below:
Measure
Weighting
(% of max) Threshold On target
Stretch and
maximum
Outcome and award
achieved
FINANCIAL MEASURES
Adjusted profit before tax 60 £235m £280m £305.5m £268.8m
Full year net debt 30 £140m £100m £60m £144m
Gross profit shortfall 10 Achieve a higher PBT for FY26
budget against prior year
Achieved
TOTAL BONUS PAYABLE 47%
The formulaic bonus outcome for the Executive Directors and ELT was 34% of maximum bonus opportunity whereas the
formulaic bonus outcome for the wider workforce measured on Group performance was 47% of maximum opportunity.
This was largely a result of the 2025 annual bonus scheme for all employees other than members of the ELT being determined
using bifurcated annual targets. This was a purposeful decision by leadership to enable full focus on near term priorities during
2025 and to aid retention. The Committee noted that this would result in members of the ELT receiving outcomes lower than
their direct reports and the wider workforce measured on Group performance. After careful consideration the Committee
determined it appropriate to exercise discretion to approve an outcome for the ELT that was consistent with that for the wider
workforce. Consequently the Executive Directors and other members of the ELT received a bonus outcome equal to 47% of
maximum opportunity. In respect of the Executive Chair and CEO two-thirds of the bonus shall be deferred into shares for two
years and the CFO one-third.
Executive Director
Maximum bonus
% salary
Target bonus
% of salary
Actual bonus
% of salary
Total 2025
bonus £000
Greg Fitzgerald 300 150 141 1.128
Tim Lawlor 175 87.5 82.25 425
LONG
-
TERM INCENTIVE PLAN (LTIP) (AUDITED)
Long-term incentive awards are made in the form of performance shares or nil-cost options under the Vistry Group LTIP, which
was approved by shareholders at the General Meeting held on 2 December 2019, as amended on 30 August 2023. All awards
prior to 2020 were granted under the rules approved at the 2010 Annual General Meeting. Each award is made subject to the
achievement of performance criteria as explained below and will ordinarily vest after three years. A two-year holding period
following vesting was introduced for 2017 awards onwards, which extends the time between awards being granted and when
they can be exercised to five years. Provisions that enable the withholding of payment or the recovery of sums paid (malus and
clawback) were further strengthened with the adoption of the LTIP rules.
Discretions available to the Committee contained in the LTIP rules are set out in the Policy table on pages 123 to 127
and in the exit payments policy contained within the Remuneration Policy which is available at www.vistry.co.uk/
investor-centre/corporate-governance.
110
|
Vistry Group PLC
AWARDS GRANTED DURING 2025 (AUDITED)
The table below shows the awards granted to Executive Directors in 2025 in the form of nil cost options. The awards were
based on a closing share price of £5.132 on 9 April 2025. This has been used to determine the face value of the awards.
The award is subject to a three-year performance period ending on 31 December 2027 and exercisable in 2030, following a
two-year holding period:
Executive Director
Type of award
Award as
% of salary
Number
of shares
awarded
Face value
of award
£000
Greg Fitzgerald Performance Share Plan 250 389,711 2,000
Tim Lawlor Performance Share Plan 225 226,249 1,162
The performance measures for all 2025 awards are total shareholder return (TSR) (40%), adjusted EPS (30%), ROCE (25%) and
carbon reduction (5%). The TSR measure will be split for 2025 between the current comparator group (25%) and FTSE 250 (15%).
Achieving threshold performance would result in 25.0% of the total award vesting. Vesting will be on a straight line basis between
threshold and maximum.
The performance targets are:
• TSR - threshold performance equal to the annualised median of the relevant index and maximum performance equal to
the annualised upper quartile of the relevant index, using a relative ranking approach, measured over the three consecutive
financial years commencing on 1 January 2025 to 31 December 2027.
• Adjusted EPS - threshold performance at absolute EPS of 60 pence and maximum performance at absolute EPS of 77.5
pence, both as measured in the third year of the performance period (2027).
• ROCE - threshold performance at 17% and maximum performance at 21%, both as measured in the third year of the
performance period (2027).
• Carbon Reduction - threshold performance at 22% reduction against 2022 baseline and maximum performance at 29%
reduction against 2022 baseline, both as measured in the third year of the performance period (2027).
The 2025 constituents of the TSR index, which may be subject to change, are as listed below:
TSR comparator group
Barratt Redrow plc Bellway plc The Berkeley Group plc
Crest Nicholson Holdings plc Persimmon plc Taylor Wimpey plc
DEFERRED BONUS AWARD GRANTED IN 2025 (AUDITED)
As there was no bonus payable in respect of the financial year ending 31 December 2024, there was no deferred bonus grant awarded
in 2025.
AWARDS VESTING IN RESPECT OF 2025 (AUDITED)
The LTIP awards made in 2023 were measured over a three-year period to 31 December 2025 and will vest as to 0% of the maximum
award on 27 March 2026.
Performance measure Weighting
Threshold
(25% Vesting)
Maximum
(100% Vesting) Actual
% Achieved
against
weighting % Vesting
Adjusted EPS 33.33% 94p 123p 59.3p 0 0
TSR 33.33%
Performance equal
to the annualised
median of the index
Performance equal to
the annualised upper
quartile of the index
Below
median 0 0
ROCE 33.33% 25.6% 28.3% 13.9% 0 0
Straight line vesting occurs between threshold and maximum.
Total vesting 0.00%
When considering the outturn, the Committee considered the business and stakeholder experience in 2025. The overall level of
vesting for the 2023 award is zero (0%). The Committee considered whether to exercise its discretion and agreed not to adjust this
outcome as it was comfortable that the zero (0%) awards made were both fair and appropriate.
DIRECTORS’ REMUNERATION REPORT
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
111
HISTORICAL LTIP AWARDS (AUDITED)
The table below summarises the historical long-term incentive awards made to the Executive Directors.
AWARD SIZE (% SALARY) PERFORMANCE CRITERIA %
Year of
grant Performance period CEO COO CFO
Customer
Satisfaction TSR EPS ROCE
Carbon
reduction
% of award
vesting
2017 01/01/2017-31/12/2019 200 - 125 33.3 22.2 22.2 22.2 - 81.6
2018 01/01/2018-31/12/2020 200 - 125 25 25 25 25 - 25
2019 01/01/2019-31/12/2021 150 - 125 - 33.3 33.3 33.3 - 45.3
2020 01/01/2020-31/12/2022 200 200 200 - 33.3 33.3 33.3 - 57
2021 01/01/2021-31/12/2023 180 180 180 - 33.3 33.3 33.3 - 76.3
2022 01/01/2022-31/12/2024 200 200 200 - 33.3 33.3 33.3 - -
2023 01/01/2023-31/12/2025 200 200 200 - 33.3 33.3 33.3 - -
2024 01/01/2024-31/12/2026 300 225 225 - 30 30 30 10 Ongoing
2025 01/01/2025-31/12/2027 250 - 225 - 40 30 25 5 Ongoing
PENSIONS (AUDITED)
All Executive Directors receive pension salary supplements of 7% of their respective base salaries in alignment with the workforce.
None of the Executive Directors have a prospective right to defined benefit pensions and there are no special early retirement
or early termination provisions for Executive Directors, except as noted in the exit payments policy in the Remuneration Policy
available at www.vistry.co.uk/investor-centre/corporate-governance.
Any new appointments include eligibility for membership of the Group’s defined contribution pension arrangements.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments for loss of office made in the year.
PAYMENTS TO PAST DIRECTORS (AUDITED)
In March 2025, Graham Prothero’s 2022 Deferred Bonus Plan award of 36,736 conditional shares (inclusive of notional dividends)
vested. 17,262 shares were sold to cover tax and NI and 19,464 shares were released into a nominee account in his name. Graham
also exercised and sold his 2020 LTIP award of 52,245 (inclusive of notional dividends) at a market price of £6.22 in August 2025.
He received a payment of £171,251.16 net of tax and NI.
In March 2025, Earl Sibley’s 2022 Deferred Bonus Plan award of 30,682 conditional shares (inclusive of notional dividends) vested.
14,421 shares were sold to cover tax and NI and 16,261 shares were released into a nominee account in his name. During 2025 Earl
also exercise his vested LTIP options in accordance with the LTIP plan rules. Sufficient shares were sold to cover tax and NI for his
2017, 2018, 2019 and 2020 LTIP awards. The table below provides a breakdown of the number of shares sold and those retained.
The retained shares will be held in accordance with the post-employment shareholding guidelines.
Award
Award
(including notional
dividends)
Number of
shares sold
Number of
shares retained
LTIP 2017 58,746 28,262 30,484
LTIP 2018 13,486 6,488 6,998
LTIP 2019 22,227 11,534 10,693
LTIP 2020 41,273 19,856 21,417
112
|
Vistry Group PLC
DIRECTORS’ REMUNERATION REPORT
continued
DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS
DIRECTORS’ BENEFICIAL SHARE INTERESTS (AUDITED)
The Directors’ interests in the share capital of the Company are shown below. All interests are beneficial.
31 DEC 2025 31 DEC 2024
Ordinary
Shares
Deferred
shares
4
LTIP
shares
(vested)
5
LTIP shares
(subject to
performance
conditions)
SAYE options
(subject to
continuous
employment)
Ordinary
Shares
Deferred
shares
LTIP
shares
(vested)
LTIP shares
(subject to
performance
conditions)
SAYE options
(subject to
continuous
employment)
Executive Directors
Greg Fitzgerald 1,289,790 73,706 328,311 798,767 - 1,091,062 123,457 328,311 562,840 -
Tim Lawlor 67,960 11,258 - 455,955 3,065 65,150 15,824 - 229,706 3,065
Non-Executive Directors
Rob Woodward 5,088 - - - - 5,088 - - - -
Rowan Baker 1,655 - - - - 1,655 - - - -
Paul Whetsell 15,000 - - - - 15,000 - - - -
Alice Woodwark - - - - - - - - - -
Usman Nabi - - - - - - - - - -
Sue Farr
1
- - - - - - - - - -
Chris Browne
2
17,632 - - - - 17,632 - - - -
Helen Owers
3
5,096 - - - - 5,000 - - - -
1 Appointed to the Board on 1 October 2025
2 Stepped down from the Board on 14 May 2025
3 Stepped down from the Board on 30 September 2025
4 Conditional award
5 Nil cost option
There were no changes in the holdings of ordinary shares of any of the Directors between 1 January 2026 and 3 March 2026
(being the latest practicable date prior to the publication of this Annual Report) other than the normal monthly investment in
partnership shares through the Vistry Group PLC Share Incentive Plan.
The Directors’ interests in share options and awards under the LTIP are detailed on the adjacent page. There were no changes in
the holdings of share options and awards under the LTIP between 1 January 2026 and 3 March 2026 (being the latest practicable
date prior to the publication of this Annual Report and Accounts).
SHAREHOLDING GUIDELINES (AUDITED)
Guidelines have been approved for Executive Directors in respect of ownership of Vistry Group PLC shares. The Board expects
each Executive Director to retain 100% of the net value derived from the exercise of LTIP awards as shares, after settling all costs
and income tax due, until such time as they meet the guidelines. For any Executive Director who receives an LTIP opportunity
greater than 200% of their base salary, the shareholding guideline will apply at the higher of (i) 200% of base salary, or (ii) the
Executive Director’s LTIP opportunity.
Shares no longer subject to performance conditions but subject to deferral or a holding period count towards the guideline (on
a net of tax basis).
Executive Director
Shareholding
as at 31/12/25
Historical
acquisition
cost
Salary as at
01/01/26
Shareholding
achieved %
Shareholding
guideline %
Greg Fitzgerald 1,490,799 £12,111,002 £818,000
1,481
300
Tim Lawlor 73,589 £484,317 £527,662
92
225
Greg Fitzgerald continued to meet and exceed the shareholding guidelines during 2025, having made further acquisitions during
the year. Tim Lawlor continued to increase the number of shares held during 2025 and is making good progress towards meeting
his shareholding guidelines.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
113
DIRECTORS’ INTERESTS IN LTIP SHARES
1
(AUDITED)
Executive Director
Award date
Vesting date
Interest
as at
31/12/25
Interest
as at
31/12/24
Value of
shares at
date of award
(£000)
Vesting &
exercised
in year
Lapsed in
year
Expiry date
Market
value at
vesting
(£000)
Gain on
exercise
(£000)
Shares
retained
on
exercise
Greg Fitzgerald
08/09/17 08/09/20 91,369 91,369 1,300 - - 08/09/27 - - -
05/03/18 05/03/21 30,759 30,759 1,332 - - 05/03/28 - - -
04/03/19 04/03/22 41,009 41,009 1,019 - - 04/03/29 - - -
02/03/20 02/03/23 62,086 62,086 1,393 - - 02/03/30 - - -
08/03/21 08/03/24 103,088 103,088 1,254 - - 08/03/31 - - -
04/03/22 04/03/25
-
153,784 1,452 - 153,784 04/03/32 - - -
27/03/23 27/03/26 209,056 209,056 1,510 - - 27/03/33 - - -
20/03/24 20/03/47 200,000 200,000 2,400
- -
20/03/34
- - -
10/04/25 10/04/28 389,711 - 2,400 - - 10/04/35 - - -
Tim Lawlor
27/03/23 27/03/26
135,307 -
978
- -
27/03/33
- - -
20/03/24 20/03/27 94,399 - 1,134 - - 20/03/34 - - -
10/04/25 10/04/28
226,249
- 1,162 - - 10/04/35
- - -
1
All awards were granted as nil cost options.
DIRECTORS’ INTERESTS IN SHARE OPTIONS (AUDITED)
Executive Director
Date of
grant Scheme
Interest
as at
31/12/25
Granted
in year
Lapsed
in year
Exercised
in year
Interest
as at
31/12/24
Exercise
price per
share (£)
Option
exercise
period
Greg Fitzgerald - - - - - - - - -
Tim Lawlor 27/04/2023 SAYE 3,065 - - - 3,065 5.872 06/26-12/26
There was no payment required to secure the grant of any share options. There was no change in the terms and conditions of
any outstanding options granted under the SAYE Scheme during the year. Share options held in the SAYE Scheme, which are
not subject to performance conditions, may under normal circumstances be exercised during the six months after maturity of
the savings contract.
PAST PERFORMANCE REVIEW
As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended),
the following graph shows the TSR on an ordinary share held in Vistry Group PLC (previously named Bovis Homes Group PLC)
over the last ten financial years, compared to the FTSE 250 index and the median of the FTSE 350 housebuilding companies
(as listed as at 31 December 2015) over the same period. As a constituent of the FTSE 250 operating in the home construction
sector, the Committee considers both these indices to be relevant benchmarks for comparison purposes. The Board has
chosen these comparative indices as the Group is a constituent of the FTSE 250 and its major competitors are included within
the bespoke index. We have used a consistent methodology for preparing this with the approach in previous years.
The middle market price of the Company’s shares on 31 December 2025 was £6.41 (2024: £5.72). During the year ended
31 December 2025, the share price recorded a middle market low of £5.11 and a high of £6.98.
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Vistry Group PLC
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
TSR Performance
FTSE 250 index
Bespoke home construction index
(2)
Vistry Group PLC
Vistry Group PLC
FTSE 350 Home Construction Companies
FTSE 250 index
£0
£50
£100
£150
£200
£250
2025
December
2015
2016 2017 2018 2019 2020 2021 2022 2023 2024
£390
£170
£103
£128
TOTAL CEO REMUNERATION
Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Single figure total £000 1,029 1,367 2,180 2,175 1,342 2,356 2,482 3,172 875 1,994
Annual bonus against maximum % 10 100 89 100 30 100 100 55.3 - 47
LTIP vesting against maximum % 35.9 - - 81.6 25.0 45.3 57.0 76.3 - -
Note: Column for 2016 relate to David Ritchie and those for 2017-2025 related to Greg Fitzgerald
ANNUAL PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION
The table below sets out the change in remuneration for the Company’s Directors from 2020 to 2025. As the Company has no
direct employees we have chosen to compare the change in remuneration with the Group’s employees (as per prior years).
Salary/fees % change Benefits % change Annual Bonus % change
Executive Directors 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025
8
2024 2023 2022 2021
Greg Fitzgerald
1
- 10.19 4.25 - 2.50 -47.37 -48.65 19.40 - - N/A -100.00 21.21 4.21 400.00
Tim Lawlor
2.50 3.00 - - - 4.35 21.05 0.00 - - N/A -100.00 - - -
Executive Directors
Rob Woodward
- - - - - - - - - - - - - - -
Rowan Baker
- 8.57 4.00 - - - - - - - - - - - -
Paul Whetsell
- 8.57 - - - - - - - - - - - - -
Alice Woodwark
- - - - - - - - - - - - - - -
Sue Farr
2
- - - - - - - - - - - - - - -
Usman Nabi
3
- - - - - - - - - - - - - - -
Chris Browne
4
- 3.00 4.00 4.66 0.00 - - - - - - - - - -
Helen Owers
5
- 3.00 - - - - - - - - - - - - -
Average pay of
employees of
the Group
1.26
6
3.04
7
5.07 4.22 2.78 1.10 1.10 1.00 1.00 1.00 N/A -100.00 60.00 -5.00 369.00
1
No salary increase in 2025. Reduction in benefits was due to a change from car allowance to a lease car and a reduction in car benefit in kind.
2
Appointed to the Board on 1 October 2025.
3
Usman Nabi has waived his emoluments for the year and future years.
4
Stepped down from the Board on 14 May 2025.
5
Stepped down from the Board on 30 September 2025.
6
The percentage change is lower than the average pay rise for 2025 because a disproportionately high number of leavers were in higher-paid
roles, thereby reducing the overall average pay per employee.
7
The 2024 figure has been re-stated from 3.62% to 3.04% following a recalculation of the data.
8
There was no bonus payable in respect of 2024.
DIRECTORS’ REMUNERATION REPORT
continued
1 This graph illustrates ten-year TSR performance
and therefore does not represent the period
under which the LTIP is measured.
2 Median TSR growth of the constituents of the
bespoke index. Index consists of FTSE 350 home
construction companies which are considered
to be within our peer group, as at 31 December
2025 (Barratt Redrow, Bellway, The Berkeley
Group, Persimmon, Taylor Wimpey).
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
115
CEO PAY RATIO
Our CEO pay ratio has been calculated using ‘Option A’, because this uses total full-time equivalent total remuneration for all
UK employees for the relevant financial year to rank the data and identify employees whose remuneration place them at
median, 25th and 75th percentile. This is consistent with the method used for prior years, allowing for a more meaningful analysis
of the data. The remuneration figures for the employees at each quartile were determined with reference to the year ended
31 December 2025. The data used to calculate the median, 25th and 75th percentiles was determined as at 31 December 2025.
The Committee has reviewed the results of the calculations and is satisfied that they are representative of the respective quartiles
and that there would be little difference if calculated on any other basis.
The increase in the CEO pay ratio for all percentiles is due the variable pay elements in the CEO single figure, with annual bonus
payout at 47% and LTIP outturn being nil. As such, no meaningful trend in CEO pay ratio can be interpreted at this time.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2025 Option A 53.0:1 36.0:1 25.0:1
2024 Option A 24.0:1 16.0:1 11.0:1
2023 Option A 86.0:1 58.0:1 40.0:1
2022 Option A 93.0:1 54.0:1 34.0:1
2021 Option A 70.2:1 44.5:1 31.6:1
2020 Option A 44.7:1 30.9:1 20.5:1
2019 Option B 78:1 56:1 43:1
The table below sets out the salary and total pay and benefits for the three identified quartile point employees:
CEO 25th percentile Median 75th percentile
Salary £800,000 £32,364 £55,264 £71,000
Total pay and benefits £1,994,000 £37,622 £46,878 £79,988
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below details Group wide expenditure on pay for all employees (including variable pay, social security, pensions and
share based payments) as reported in the audited financial statements for the last two financial years, compared with adjusted
profit before tax and dividends paid to shareholders. Adjusted profit before tax has been chosen as a metric to compare against
as it shows how spend on pay is linked to the Group’s operating performance and dividends/share buy back paid represent the
annual return on investment to shareholders. See note 6 of the financial statements for full reconciliation of total spend on pay.
Total Spend on
Pay £m
Adjusted Profit
before tax £m
Total Share Buyback
Paid £m
2025 358.8 268.8 71.2
2024 367.6 263.5 172.6
Year-on-year changes: Total spend on pay decrease of £8.8m (-2.4%).
Adjusted profit before tax increase of £5.3m (2.0%), Share buyback decrease of £101.4m (-58.7%).
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDING 31 DECEMBER 2026
The Remuneration Policy was approved at the General Meeting which was held on 30 August 2023. The key changes in the way that
the Remuneration Policy is proposed to be implemented in 2026 are:
• Following a 2025 salary review, including taking into account the link between Executive remuneration and pay, and employment
conditions throughout the Group (including oversight of the general proposals for staff for 2026), it was determined that both
the Executive Chair and CEO and CFO would receive a 2.25% increase in base salary in line with senior leadership but below the
award of 2.75% for the wider workforce.
• Non-Executive Director fees were reviewed and it was agreed that they would increase by 3.2%, recognising that no adjustments
had been made since 2024 and reflecting the findings of a benchmarking exercise against FTSE 250 peers (excluding financial
services). There was no change to the additional fees for Committee Chairs.
• The metrics in the annual bonus scheme shall be Adjusted profit before tax (50%), Full Year net debt (20%) and average daily net
debt (30%). The deferral mechanism of either one third (two thirds for the Executive Chair and CEO) or any bonus award in excess
of salary of any bonus payment shall continue to be satisfied through the grant of conditional awards under the Deferred Bonus
Plan with a two-year vesting period. The Committee will determine the appropriate deferral mechanism when considering the
bonus outturn for the year.
• The 2026 LTIP award vesting financial criteria shall be relative TSR (50%), ROCE (20%), EPS (20%) and Carbon reduction (10%).
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EXECUTIVE DIRECTORS’ BASE SALARIES AND BENEFITS
The salaries of the Executive Directors with effect from 1 January 2026 are set out below.
Executive Directors
Position
2026 Base
salary
% Increase
from 2025
Greg Fitzgerald CEO £818,000 2.25%
Tim Lawlor CFO £527,662 2.25%
When reviewing base salary, the Committee took account of increases awarded to the workforce, in addition to benchmarking
data for equivalent roles in FTSE250 and sector peers, the individual performance of Executive Directors and the impact on
their total compensation.
Benefits will continue on the same basis as for 2025.
APPROACH TO ANNUAL BONUS FOR 2026
The Committee remains of the view that it is important for the Group’s incentive arrangements to reflect the enlarged
Group’s positioning in the sector and to support the recruitment and retention of the talent required to ensure a successful
and sustainable business, delivering positive outcomes for all stakeholders. The maximum bonus opportunity level for the
Executive Chair and CEO in 2025 will be 300% of base salary, with two thirds of any bonus award being paid in shares through
awards granted under the Deferred Bonus Plan with a vesting period of two years. The maximum bonus opportunity level for
the CFO in 2025 will be 175% of base salary, and subject to shareholder approval of new Policy the Committee will determine
the appropriate level of bonus deferral taking into account share ownership guidelines.
The Committee determined that the annual bonus scheme for 2026 should continue to maintain the focus on financial metrics
with a profit metric being a key element in terms of performance based on shareholder expectations and a key component
of guidance and consensus with a weighting of 50%. The cash metric will have an increased weighting of 50% split 20% as
full year net debt metric and 30% as average daily net debt. This change in weighting is to further increase focus on cash
management through the year, and to drive towards positive cash generation rather than debt. The gross profit shortfall metric
introduced for FY25 metric has been removed. Customer satisfaction scores remain important KPIs for the Group and as such
HBF Customer Satisfaction new combined scoring for 8-week and 9-month survey scores at less than 5-stars and Partner
Satisfaction Survey scores are agreed areas for consideration of downwards discretion, along with health and safety, personal
performance and gross profit shortfall.
As always, the Committee will review the overall formulaic bonus outcome on a holistic basis and would consider the
application of discretion to ensure that the final outcome was fair and appropriate.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) apply to the annual
bonus in circumstances of (i) a material misstatement of results; (ii) an error in assessing performance used in determining the
bonus by reference to which a bonus payment was made, or in the information or assumptions relating to the determination
of such bonus and/or the treatment of a bonus award ; (iii) serious misconduct; (iv) a material failure of risk management; (v)
circumstances of corporate failure (vi) serious reputational damage; (vii) restatement of prior year results; or (viii) any other
circumstances that the Committee considers to be similar in nature or effect. Malus can apply prior to the bonus payment date
and clawback can apply for a two year period thereafter.
The Committee has decided not to disclose the detail of financial performance targets in advance as being closely indicative
of the Group’s strategy they are considered commercially sensitive. Such targets will be disclosed retrospectively in the 2026
Remuneration Report.
The 2026 performance measures and weightings are described below:
Measure
Weighting 2026
(as % of max)
Weighting 2025
(as % of max)
FINANCIAL
Adjusted profit before tax 50 60
FY net debt 20 30
Average daily net debt 30
Gross profit shortfall 10
LTIP APPROACH FOR 2026
The key features of the long-term incentive arrangements are expected to remain broadly similar as those for 2025. The award
level for the Executive Chair and CEO shall return to 300% of base salary following the voluntary reduction as a result of
the reduction in the Group’s share price in 2025. The CFO will receive a performance share award equal to 135% of salary in
March under the existing Remuneration Policy. Subject to shareholder approval of the proposed Policy, he will also receive a
restricted share award equal to 45% of salary following the AGM.
DIRECTORS’ REMUNERATION REPORT
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
117
The restricted share award is intended to be granted using the same market price applied to the March performance share
award, and will vest in three equal tranches across three years in March each year to align both awards. The restricted share
award will be subject to a underpin. If shareholders do not approve the proposed Policy at the upcoming AGM, the CFO’s
performance share award will be topped up to 225% of salary. In the coming months the Board will be considering the strategic
plan. The Committee have therefore made a decision to delay setting the LTIP 2026 targets. The awards will be granted in
due course, and targets set before the end of August 2026 to allow for appropriate three year targets aligned with the future
strategic plan. Once set the targets will be disclosed in a stock exchange announcement.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) can apply to LTIP awards
in certain circumstances, consistent with those that apply to the bonus, disclosed on the previous page. Malus can apply prior
to the award vesting date and clawback can apply for a two year period thereafter. A two year holding period for performance
share awards following vesting extends to five years, the time between awards being granted and when they can be exercised.
PERFORMANCE MEASURES AND TARGETS FOR 2026 LTIP AWARDS
The performance measures for all 2026 awards will be TSR (50%), adjusted EPS (20%), ROCE (20%), and carbon reduction (10%).
The TSR measure will be split for 2026 between the current comparator group (30%) and FTSE 250 (20%). The threshold vesting
will be set at 25% for each measure. Vesting will be on straight line basis between threshold and maximum.
Performance Condition
Weighting %
Threshold
Maximum
TSR against FTSE 250 (excluding investment trusts) 20
Annualised median
of index
Annualised upper
quartile of index
TSR against comparator group of housebuilder companies 30
Annualised median
of index
Annualised upper
quartile of index
Adjusted EPS 20 TBC TBC
ROCE 20 TBC TBC
Carbon reduction - reduction of absolute Scope 1 and 2
(operational) GHG emissions
10 TBC TBC
TSR will be measured using a relative ranking approach over the three year period (2026-2028). The TSR comparator group is
Barratt Redrow plc, Bellway plc, The Berkeley Group plc, Crest Nicholson Holdings plc, Persimmon plc and Taylor Wimpey plc.
Adjusted EPS and ROCE will be measured in the third year of the performance period (2028).
The EPS targets are set based on earnings excluding amortisation and exceptional items. The targets for both EPS and ROCE
are set by reference to consensus and to align to the medium term expectations of the Group. The EPS targets are intended
to reflect consistent strong growth across the business in the performance period. The ROCE targets will reflect continued
investment in the Partnerships model. The Group is focused on a returns based model and is targeting 40% ROCE. The carbon
reduction targets are set against SBTi approved 2022 baseline of 24,991 tonnes CO
2
e carbon usage, and are aligned to the
Group’s Sustainability Strategy path to net-zero carbon by 2040. As stated in the Remuneration Committee Chair’s letter, it has
been determined to delay setting the EPS, ROCE and carbon reduction targets until following the Board’s consideration of the
three year strategic plan.
IN
-
EMPLOYMENT AND POST
-
EMPLOYMENT SHAREHOLDING GUIDELINES
Executive Directors are expected to retain the lower of: (i) one times’ the in-employment shareholding guidelines (which is the
greater of: (i) 200% of base salary; or (ii) the Executive Director’s LTIP opportunity); or (ii) the actual shareholding at cessation
for two years post- cessation. The shares to be held exclude shares purchased by the Executive Directors. For the purpose of
assessing the guidelines, shares no longer subject to performance conditions, but subject to deferral or a holding period count
towards the guidelines (on a net of tax basis).
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION FOR 2026
Following a review which considered the economic environment, alignment with the experience of stakeholders, competitive
positioning based on benchmarking data, responsibilities, time commitment for each role and the Group’s size and complexity,
the fees for the Non-Executive Directors increased with effect from 1 January 2026. There was no change to the Committee
Chair fees.
Role
Fees 20 2 6
£
Fees 20 2 5
£
Senior Independent Director 131,942 130,000
Non-Executive Director
63,000 61,058
Audit Committee Chair 15,000 15,000
Remuneration Committee Chair 15,000 15,000
1
Usman Nabi has waived his right to receive a fee for his role as a Non-Executive Director this year and all future years.
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REMUNERATION OF SENIOR MANAGEMENT AND OTHER BELOW BOARD EMPLOYEES
In addition to responsibility for Executive Directors, the Committee is also involved in considering the remuneration
arrangements for the ELT, in conjunction with the Executive Chair and CEO. Alignment is delivered by ensuring that Senior
Management and Executive Directors participate in the same bonus and incentive schemes as far as possible, with similar
performance measures and targets. The Committee has visibility of the remuneration of management teams below the ELT
and has oversight of payment and employment conditions throughout the Group and takes these into account when setting
Executive pay. Engagement with the workforce took place during the year in connection with the communication of bonus
arrangements across the Group and their alignment, through a CultureAmp staff engagement survey containing questions on
remuneration and the People Forum.
ADVISERS TO THE COMMITTEE
The Committee appointed Willis Towers Watson (WTW) as its adviser in December 2018, following a selection and interview
process. WTW provide independent advice on all aspects of Executive remuneration and attend Remuneration Committee
meetings when invited by the Chair of the Committee. The Committee reviews the advice, challenges conclusions and assesses
responses from its advisors to ensure objectivity and independence. WTW have no connection with the Group other than
providing advice and service to the Group pension schemes. WTW is a founder member of the Remuneration Consultants Group
and has signed the voluntary Code of Conduct for remuneration consultants. The fees paid to WTW for services provided in
2025 were £158,250 plus VAT on a time-spent basis (2024: £115,099).
SHAREHOLDER VOTING
At the 2025 AGM, shareholder proxy voting on the Directors’ Remuneration Report for the year ended 31 December 2024 was
as follows:
Resolution For % Against % Total votes Withheld
1
Directors’ Remuneration Report 2024 160,749,469 72.97 59,544,445 27.03 220,293,914 1,307,000
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
At the General Meeting held on 30 August 2023, shareholder proxy voting on the Directors’ Remuneration Policy was as follows:
Resolution For % Against % Total votes Withheld
1
Directors' Remuneration Policy 2023 158,750,720 54.80 130,937,427 45.20 289,688,147 2,365,709
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
The Board has actively engaged with shareholders both before and after the AGM, and understands the reason for the number
of votes against was primarily because shareholders were concerned with the decision not to apply malus and clawback to
the FY23 bonus and 2021 LTIP vesting outcomes. As disclosed within the 2024 Annual Report and Accounts, the Remuneration
Committee considered multiple factors, including the quantum of the adjustment, shareholder experience, pay outcomes for
2024 and the impact of the cost issues on future awards. The Committee assessed the impact of these events taking account of
its malus and clawback discretionary powers, taking a holistic approach. The Remuneration Committee weighed up all of these
factors and determined not to exercise discretion to take any action in respect of the FY23 bonus or 2021 LTIP outcomes.
The Board is grateful to shareholders for their engagement and acknowledges that through the engagement process
shareholders have expressed different perspectives. The Board remains committed to ongoing shareholder engagement and will
continue to do so to ensure the Company is cognisant of shareholder views for future remuneration decisions, as well as provide
clarity on the Company’s approach to remuneration going forward.
By Order of the Board
PAUL WHETSELL
Chair of the Remuneration Committee
3 March 2026
DIRECTORS’ REMUNERATION REPORT
continued
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
119
The table below sets out key elements of the Proposed Policy and changes from the existing Remuneration Policy which
was approved at a General Meeting in August 2023. As the regulations require approval every three years, a new Policy must be put
to shareholders at the AGM in May 2026. The Remuneration Committee has taken the opportunity to conduct a thorough review of the
current Remuneration Policy to ensure it remains appropriate to support the business and takes into account evolving best practice and
regulatory developments. The Proposed Policy, will be subject to a shareholder vote at the 2026 AGM.
COMPONENTS OF THE REMUNERATION FRAMEWORK FOR EXECUTIVE AND NON
-
EXECUTIVE DIRECTORS
The policy table below summarises the main components of the remuneration framework, a large proportion is performance related.
The proposed changes to the 2023 Remuneration Policy found in the table below:
BASE SALARY
To attract and retain high performing talent required to deliver the business strategy, providing core reward for the role.
OPERATION OPPORTUNITY
Ordinarily reviewed annually.
The review typically considers competitive positioning, the
individual’s role, experience and performance, business
performance and salary increases throughout the Group.
Market benchmarking exercises are undertaken periodically
and judgement is used in their application.
Whilst we do not consider it appropriate to set a maximum
base salary level, any increases will take into account
the individual’s skills, experience, performance, the
external environment and the pay of employees
throughout the Group.
Whilst generally the intention is to maintain a link with
general employee pay and conditions, in circumstances
such as significant changes in responsibility or size and
scope of role or progression in a role, higher increases
may be awarded.
Thus, where a new Director is appointed at a salary below
market competitive levels to reflect initial experience, it
may be increased over time subject to satisfactory
performance and market conditions. This will be fully
disclosed in advance on appointment.
PERFORMANCE METRICS
Not applicable.
CHANGE TO THE 2023 POLICY
None.
BENEFITS
To provide market competitive benefits consistent with role.
OPERATION OPPORTUNITY
Benefits typically include medical insurance, life assurance,
membership of the Vistry Group Regulated Car Scheme for
Employees or cash car allowance, annual leave, occupational
sick pay, health screening, personal accident insurance, and
participation in all employee share schemes (SAYE and SIP).
In line with business requirements, other expenses may
be paid, such as relocation expenses, together with related
tax liabilities.
Executive Directors may be reimbursed for all reasonable
expenses and the Company may settle any tax incurred in
relation to these.
We do not consider it appropriate to set a maximum
benefits value as this may change periodically.
PERFORMANCE METRICS
Not applicable.
CHANGE TO THE 2023 POLICY
Minor changes to wording.
REMUNERATION POLICY
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Vistry Group PLC
PENSION
To attract and retain talent by enabling long-term pension saving.
OPERATION OPPORTUNITY
Executives joining the Group since January 2002 can choose to
participate in a defined contribution arrangement or may receive a
cash equivalent.
A salary supplement may also be paid as part of a pension
allowance arrangement.
Pension rates align with the rate applicable to the
wider workforce, currently 7% of base salary.
They are to be maintained in line with changes in
the rate applicable to the workforce.
This may be taken as a contribution to the Group
Personal Pension Plan, as a cash supplement, or a
combination of the two.
PERFORMANCE METRICS
Not applicable.
CHANGE TO THE 2023 POLICY
None.
ANNUAL BONUS
To incentivise and reward the delivery of near-term business targets and objectives.
OPERATION OPPORTUNITY
The annual bonus scheme is a discretionary scheme and is reviewed
prior to the start of each financial year to ensure that it appropriately
supports the business strategy.
Performance measures and stretching targets are set by the Committee.
Bonuses are normally paid in cash and at least one third of any bonus
or any bonus payout in excess of 100% of salary will be deferred in cash
or shares for two years. It is the intention for the default treatment for
deferred award to be in shares.
For the current CEO, two-thirds of any bonus will usually be deferred in
shares for two years.
The Committee has discretion to reduce the level of deferral to a lower
amount, including zero, if the Executive Director has achieved (and
continues to maintain) their share ownership guideline.
Malus and Clawback applies – see notes to the policy table.
The annual bonus scheme offers a maximum
opportunity of up to 300% of base salary.
Achievement of stretching performance targets is
required to earn the maximum.
PERFORMANCE METRICS
Performance measures are selected to focus executives on strategic priorities, providing alignment with shareholder interests
and are reviewed annually. Weightings and targets are reviewed and set at the start of each financial year.
Financial measures will comprise at least 50% of the bonus and are likely to include one or more of: a profit-based measure, a
cash-based measure, a capital return measure.
Non-financial measures, key to business performance, may include build quality, customer service and ESG performance.
Below threshold performance delivers no bonus and target performance achieves a bonus of 50% of the maximum opportunity.
The Committee has discretion to override formulaic outcomes when determining the level of bonus payout.
CHANGE TO THE 2023 POLICY
Under the new Policy, it is proposed that the Remuneration Committee would have the flexibility to reduce or waive the
deferral requirement for an Executive Director once they have achieved and maintained their shareholding guideline i.e. 200%
of salary or their LTIP award level, if higher. This change is intended to recognise and reward executives who have demonstrated
a significant, long-term commitment to the Company through their personal share ownership and the alignment with
shareholders that this provides. It is also proposed that the structure of deferral shall be flexible to allow the Committee to
determine the appropriate level of bonus deferral, whilst taking into account share ownership guidelines. This approach seeks
to strike a balance between Executive Directors being motivated and rewarded for in year performance and decision-making to
support performance in future years.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
121
LONG
-
TERM INCENTIVE
To incentivise, reward and retain executives over the longer-term and align the interests of management and shareholders.
OPERATION OPPORTUNITY
Typically, awards are made on an annual basis in the form of Performance
Share Awards, or a combination of Restricted and Performance Share Awards.
Typically, Performance Share Awards will constitute the majority of the award.
Both Performance Share Awards and Restricted Share Awards can be granted
in the form of nil-cost options, forfeitable shares or conditional share awards.
In respect of Performance Share Awards, performance is measured over a
performance period of not less than three years. Performance Share Awards
do not normally vest until the third anniversary of the date of the grant
and Restricted Share Awards, will be subject to a underpin and can vest in
tranches across three years or on the third anniversary of the date of grant.
Vested Performance Share Awards are then normally subject to a two-year
holding period. For nil-cost options, this will be a prohibition on exercise
until the end of the holding period.
Awards may be granted with the benefit of dividend equivalents, so that
vested shares are increased by the number of shares equal to the value
of dividends, the record dates of which, fall between the date of grant
and the date of vesting (or in the case of an award subject to a holding
period, the end of the holding period or any earlier date on which an
option becomes exercisable). Dividend equivalents may be calculated on a
reinvestment basis.
The Committee has discretion to override formulaic outcomes when
determining the level of vesting of Performance Share Awards.
Malus and Clawback applies – see the notes to the policy table.
The maximum annual award, under normal
circumstances is 300% of base salary
(excluding any dividend equivalents) for
Executive Directors.
To reflect the increased certainty, the
Committee will apply a 50% discount for any
awards made on Restricted Share Awards.
Where Restricted Share Awards are awarded,
this will reduce the maximum opportunity on
a percentage of salary basis.
PERFORMANCE METRICS
The performance measures applied to Performance Share Awards are reviewed annually to ensure they remain relevant to
strategic priorities and aligned to shareholder interests.
Weightings and targets are reviewed and set prior to each award. The majority of the performance measures applied to
Performance Share Awards shall constitute quantifiable financial measures.
Below threshold performance realises 0% of the total award, threshold performance realises 25% and maximum performance
realises 100%.
Restricted Share Awards will be subject to an underpin, set at the time of grant. The Committee will review the underpin
outcomes at each vesting date when determining the appropriate level of vesting.
The underpin and vesting outcomes and any use of discretion will be fully disclosed and explained in the relevant Directors’
Remuneration Report.
CHANGE TO THE 2023 POLICY
We are proposing to introduce flexibility into the Policy to grant hybrid long-term incentive awards comprising a combination
of performance and restricted shares to Executive Directors. This blended approach seeks to strike an appropriate balance
between motivating and rewarding for performance and, importantly, supporting executive retention. It introduces a
predictable reward framework to our arrangements in a time of macroeconomic uncertainties, whilst preserving a strong
alignment with long-term corporate performance.
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REMUNERATION POLICY
continued
SHAREHOLDING GUIDELINES
To encourage share ownership and alignment of Executive Director interests with those of shareholders
including for a period post-employment.
OPERATION OPPORTUNITY
In-employment:
All Executive Directors are required to retain 100% of the net value derived
from the vesting/exercise of LTIP awards as shares, until such time as they
each hold shares equal to the higher of: (i) 200% of base salary; or (ii) their
LTIP opportunity.
Post-employment:
Executive Directors are expected to retain the lower of:
(i) one times’ the in-employment shareholding guidelines; or
(ii) the actual shareholding at cessation for two years post-cessation.
The shares to be held exclude shares purchased by the Executive Directors.
For the purpose of assessing the guidelines, shares no longer subject to
performance conditions but subject to deferral or a holding period count
towards the guidelines (on a net of tax basis).
Not applicable.
PERFORMANCE METRICS
Not applicable.
CHANGE TO THE 2023 POLICY
No change.
NON
-
EXECUTIVE DIRECTOR FEES
To attract and retain Non-Executive Directors and a Chair of the appropriate calibre.
OPERATION OPPORTUNITY
Fee increases may be applied in line with the outcome of any review.
Fees may be paid in cash, shares, or a combination.
A basic fee is paid. Additional fees may be paid for additional responsibilities
such as Chairpersonship/membership of a committee.
Fees are set at a level considered appropriate taking account of competitive
positioning, the individual’s responsibilities, the time commitment required
and the size and complexity of the Company.
Non-Executive Directors may be reimbursed for all reasonable business-
related expenses and the Company may settle any tax incurred in relation
to these. Limited benefits may also be provided at the discretion of the
Committee, including but not limited to, travel, accommodation, meals,
and medical cover, with the tax arising being paid by the Company.
No set maximum. Fees paid to Non-Executive
Directors in aggregate are within the limits
approved by shareholders.
PERFORMANCE METRICS
Not applicable.
CHANGE TO THE 2023 POLICY
Incorporated flexibility to pay Non-Executive Director fees in shares, or a combination of cash and shares, and the provision of
market-standard benefits.
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NOTES TO THE POLICY TABLE
COMMITTEE DISCRETION IN RELATION TO FUTURE OPERATION OF THE NEW POLICY
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or
administrative purposes, or to take account of a change in legislation) without obtaining shareholder approval, for that
amendment. The Executive Directors may request, and the Company may grant salary and bonus sacrifice arrangements.
The Committee reserves the right to make remuneration payments and payments for loss of office (including exercising any
discretions available to it in connection with such payments) that are not in line with the Policy table set out above where the
terms of the payment were set out:
(i) under the Company’s previous shareholder-approved remuneration policies, provided that the terms of payment were
consistent with the relevant remuneration policy in force at the time they were set out; or
(ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the
payment was not in consideration for the individual becoming a Director of the Company.
For these purposes, ’payments’ includes the Committee determining and paying short-term and long-term incentive award of
variable remuneration.
In the event of a variation of share capital, de-merger, special dividend or similar event, the Committee may adjust or amend
awards in accordance with the rules of the relevant plan.
The Committee retains the discretion to amend performance targets if it considers it necessary or desirable to do so.
If discretion is exercised in this way, the Committee will seek to consult with major shareholders as appropriate. Non-significant
changes to the performance metrics may be made by use of discretion under the performance conditions. Awards are
normally satisfied in shares, although there is flexibility to settle in cash.
All awards are subject to Committee discretion and maybe adjusted positively or negatively (or reduced to zero) where it
determines that is it appropriate to do so. This may include reducing outcomes where the Committee determines the overall
level of the Company or Group performance does not warrant payment of variable remuneration, or it considers that risks
(such as financial, regulatory, compliance or brand risk) have not adequately been reflected in awards.
SCENARIO CHARTS
The chart illustrates how much the current Executive Directors could earn under different scenarios as the Policy will be
implemented in 2026.
ILLUSTRATIVE SCENARIO ANALYSIS
Base, Benefits, Pension
Annual Bonus
Performance shares
Restricted shares
100%
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
£7,000,000
£8,000,000
£884,730
£3,338,730
£5,792,730
£7,837,730
£825,918
£1,643,794
£2,461,670
£3,090,468
£0
Min
On-
target
Max
Max
with 50%
share
price
growth
Min
On-
target
Max
Max
with 50%
share
price
growth
GREG FITZGERALD
TIM LAWLOR
100%
26%
15%
11%
37%
42%
42%
37%
42%
47%
71%
36%
24%
19%
28%
38%
35%
22%
14%
29%
29%
10%
35%
12%
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REMUNERATION POLICY
continued
This is based on the following assumptions:
• Minimum performance reflects the most up-to-date base salary figures plus benefits paid in 2025 and pension rates for
2026 and restricted shares vesting in full for Tim Lawlor only as Greg Fitzgerald will continue to only be awarded
performance shares.
• Target performance reflects the most up-to-date base salary and pension figures, benefits paid in 2025, annual cash bonus at
50% of maximum, performance shares vesting at the threshold of 25% of maximum and for Tim Lawlor only, restricted shares
vesting in full as Greg Fitzgerald will continue to only be awarded performance shares.
• Maximum performance reflects the most up-to-date base salary and pension figures, benefits paid in 2025, annual cash
bonus at 100% of maximum, performance shares vesting at maximum of 100% and for Tim Lawlor only, restricted shares
vesting in full as Greg Fitzgerald will continue to only be awarded performance shares.
• Maximum bonus opportunity is 300% of base salary for Greg Fitzgerald, and 175% of base salary for Tim Lawlor. LTIP grants
are 300% of base salary for Greg Fitzgerald, consisting of solely performance shares and 175% of base salary of Tim Lawlor,
consisting of a performance share award of 135% of base salary and a restricted share award of 45% of base salary.
• The proposed policy maximum with 50% share price increase assumes the maximum value with a 50% increase in share price
for LTIP awards and annual bonus awards deferred into shares. One-third of bonus is deferred into shares, other than for Greg
Fitzgerald where two-thirds of bonus is deferred into shares.
MALUS AND CLAWBACK
The annual bonus terms and share plan rules (including Deferred Bonus, Performance Share Awards and Restricted Share
Awards) allow the Committee discretion to reduce (including to nil) or recover incentive plan awards if circumstances occur
that, in the reasonable opinion of the Committee, justify a reduction (including to nil) or recovery of one or more awards
granted to any one or more participants.
Malus provisions relate to unvested awards. Clawback applies during a period set by the Committee, which will normally
be a period of five years from grant of LTIP awards or two years from payment of a bonus. The circumstances in which the
Committee may consider it appropriate to exercise its discretion for malus and/or clawback include the following:
• a material misstatement
• serious misconduct
• a material failure of risk management
• restatement of prior year results
• corporate failure
• serious reputational damage to any Group Company
Malus can also be applied for any other reason which the Committee considers appropriate.
REMUNERATION POLICY FOR NON
-
EXECUTIVE DIRECTORS
The Board, comprising the Chair and the Executive Directors, sets the remuneration of the Non-Executive Directors, without
their participation. The Committee, with the Chair absenting themselves from discussions, sets the remuneration of the Chair
who receives an all-inclusive fee. The level of fees must be within the limit approved by shareholders, contained in the Articles
of Association.
Non-Executive Directors and the Chair do not participate in the annual bonus scheme or the LTIP and are not eligible to join
the Group’s pension schemes. All Non-Executive Director and Chair fees may be payable in cash, shares or a combination.
All Non-Executive Directors and the Chair may receive limited benefits and reimbursement for reasonable expenses incurred
and the Company may satisfy any related tax liabilities.
REMUNERATION POLICY FOR NEW APPOINMENTS
In agreeing a remuneration package for a new Executive Director, it would be expected that the structure and quantum
of variable pay elements would reflect those set out in the Policy table above. However, the Committee would retain the
discretion to flex the balance between annual and long-term incentives and the measures used to assess performance for
these elements, with the intention that a significant proportion would be delivered in shares. Salary would reflect the skills
and experience of the individual, and may be set at a level to allow future progression to reflect performance in the role.
On recruitment, relocation benefits may be paid as appropriate.
This overall approach would also apply to internal appointments, with the provision that any commitments entered into before
promotion, which are inconsistent with this Policy, can continue to be honoured under the Policy. Similarly, if an Executive
Director is appointed following the Company’s acquisition of or merger with another company, legacy terms and conditions
would be honoured.
The Company reserves the discretion to grant one-off sign-on awards to executives where the Board determines such a
payment is necessary to facilitate the recruitment of a key individual. These awards may be made outside the scope of the
formal Policy, provided they are specifically intended to secure an appointment.
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An Executive Director may initially be hired on a contract requiring 24 months’ notice which then reduces pro rata over the first
year of the contract to requiring 12 months’ notice. The Committee may award compensation for the forfeiture of awards or
variable pay opportunities from a previous employer in such form as the Committee considers appropriate taking account of
all relevant factors, including the expected value of the award, performance achieved or likely to be achieved, the proportion
of the performance period remaining and the form of the award. There is no specific limit on the value of such awards, but the
Committee’s intention is that the value awarded would be similar to the value forfeited.
Maximum variable pay will be in line with the maximum set out in the Policy table above (excluding buy-outs or recruitment-
related awards). The Committee retains discretion to make appropriate remuneration decisions outside the standard
remuneration policy to meet the individual circumstances when:
(i) An interim appointment is made to a fill an Executive Director role on a short-term basis.
(ii) Exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-
term basis.
For Non-Executive Directors, the Board would consider the appropriate fees for a new appointment taking into account the
existing level of fees paid to the Non-Executive Directors, the experience and ability of the new Non-Executive Director and
the time commitment and responsibility of the role.
SERVICE CONTRACTS AND EXIT PAYMENTS POLICY
The Executive Directors’ service contracts contain the key elements shown below.
Provision Detailed terms
Length of term 12 months
Notice period 12 months by either employer or Director
Termination payment
Up to 12 months’ salary
(excluding bonus or other enhancement)
The Executive Directors’ service contracts do not contain specific provision for compensation in the event of removal at an
annual general meeting. In the event of early termination, some Directors may be eligible for payments in lieu of notice or to
place the Director on garden leave for the notice period. Any payment in lieu of notice will be reduced for any time worked post
notice being given or received.
When determining exit payments, the Committee would take account of a variety of factors, including individual and business
performance, the obligation for the Director to mitigate loss (for example, by gaining new employment), the Director’s length
of service and any other relevant circumstances, such as ill health. A departing Director may also be entitled to a payment in
respect of statutory rights.
The Committee would distinguish between types of leaver in respect of incentive plans. ‘Good Leavers’ (death, ill health, agreed
retirement, redundancy or any other reason at the discretion of the Committee) may be considered for a bonus payment, and
part-year bonus payments may be paid where cessation occurs mid-year, with the Committee determining whether or to what
extent to apply the deferral requirements.
In respect of outstanding awards under the Deferred Bonus Plan, if a participant leaves employment:
• generally, their award will normally remain outstanding and vest at the normal vesting date, unless the Board decides that an
award will vest in full on cessation of employment (or some other date specified by the Board). However, if the participant
leaves (or gives or receives notice pursuant to which they will leave) on grounds or as a result of conduct that the Board
determines amounts to misconduct (or at a time when the Board could have terminated employment on such grounds), any
award (including any outstanding vested Option) will immediately lapse in full, unless the Board determines otherwise. If the
participant dies, awards will vest on death in full.
• alternatively, the Committee may instead decide in respect of any awards granted after 2023 that some or all of the award
will normally immediately lapse in full unless ‘Good leaver’ treatment applies (see above). The Committee intends for
this treatment to typically be applied to a portion of the bonus as determined by the Committee in cases where a bonus
opportunity is awarded at greater than 150% of salary.
• options which do not lapse on leaving can be exercised during a period of 6months from the date of leaving or the date of
vesting, if later, or 12 months from the date of death.
LTIP awards, including Performance Share Awards and Restricted Share Awards, held by ‘Good Leavers’ may vest at the usual
time taking into account performance conditions, satisfaction of underpin, and pro rating for time in employment, unless the
Committee determines otherwise. The LTIP rules include discretion, to instead determine that awards vest on leaving subject to
the Committee’s assessment of performance on such basis it determines appropriate and/or disapply time-prorating.
In all other leaver circumstances, the Committee would decide the approach taken, which would ordinarily mean that leavers
would not be entitled to consideration for a bonus and certain deferred bonus awards granted after 2023 (as determined by the
Committee) and LTIP awards would lapse.
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Any vested LTIP award that is subject to a holding period, or any vested but unexercised option, will not lapse except in the case
of the executive’s gross misconduct.
The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or
employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a Directors’ office
or employment. In addition, the Committee reserves the right, acting in good faith, to pay fees for outplacement assistance and/
or the Director’s legal and/or professional advice fees in connection with their cessation of office or employment.
The appointment of each of the Non-Executive Directors is for an initial period of three years, which is renewable for further
terms, and is terminable by the Non-Executive Director (as applicable) or the Company on 12 or, for more recent appointments,
three months’ notice. Non-Executive Director appointments are subject to a three-month notice period. The same terms would
apply in the event of the appointment of a Non-Executive Chair.
No contractual payments would be due on termination. There are no specific provisions for compensation on early termination
for the Non-Executive Directors, with the exception of entitlement to compensation equivalent to 12 or three months’ fees (as
applicable) or, if less, the balance of appointment, in the event of removal at an annual general meeting.
CHANGE OF CONTROL
All the Company’s share plans contain provisions relating to change of control. In general, outstanding awards would normally
vest and become exercisable on a change of control, to the extent that the Committee determines taking account of factors
including its assessment of the extent to which the performance conditions are or would have been expected to be met, and,
reflecting the time period to the date of the event. Any deferred bonus shares will be released on change of control. The LTIP
rules include discretion to disapply the time pro-rating reduction.
EXTERNAL DIRECTORSHIPS
Executive Directors may, if so authorised by the Board, accept appointments as Non-Executive Directors of suitable companies
and organisations outside the Group and retain any associated fees.
PAY AND CONDITIONS THROUGHOUT THE GROUP
The pay and conditions of employees throughout the Group are considered by the Committee in setting policy for the Executive
Directors and senior management. The Committee is kept regularly informed on the pay and benefits provided to employees
and base salary increase data from the annual salary review for general staff is considered when reviewing Executive Directors’
salaries and those of senior management. The Committee did not consult with employees when setting the remuneration policy
for the Executive Directors.
DIFFERENCE IN THE COMPANY’S POLICY ON REMUNERATION OF DIRECTORS COMPARED TO EMPLOYEES
The policy for the Executive Directors is designed with pay and conditions throughout the Group in mind. The Committee
believes that some differences are necessary to reflect responsibility and provide appropriate focus and motivation for
delivery of the Group’s strategy. Executive Directors, therefore, have a higher bonus opportunity than employees generally
to motivate them to achieve stretching annual targets and they participate in the LTIP to provide focus on long-term
sustainable performance. This approach is designed to provide an appropriate emphasis on performance related pay.
CONSIDERATIONS OF SHAREHOLDER VIEWS
The Company is committed to ongoing dialogue with shareholders and welcomes feedback on Directors’ remuneration.
Feedback received from meetings during the year and in relation to the annual general meeting is considered, together with
guidance from shareholder representative bodies more generally, and taken into account in the annual review of the policy.
The Committee believes that it has a responsible approach to Directors’ pay and that its policy is appropriate and fit
for purpose.
REMUNERATION POLICY
continued
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Vistry Group PLC
The Board of Directors present their Annual Report and Accounts, together with the audited financial statements of
the Group for the financial year ended 31 December 2025. This Directors’ report, together with the Strategic report
on pages 2 to 64, form the Management report for the purpose of the FCA’s DTR 4.1.5R(2) and DTR 4.1.8R.
Statutory or regulatory information
contained elsewhere in the
Annual Report
The Company is required to disclose certain
information in its Directors’ report which the
Directors have chosen to disclose elsewhere
in the Annual Report and Accounts and is
incorporated by reference. Details of where
this information can be found is set out in
the table to the right.
SUBJECT
Likely future developments in the business 5 and 13
Important events since the year end 13 and 189
Going concern statement 63 to 64
Financial risk management 185 to 186
Risk management and internal controls 54 to 61
Stakeholder engagement 78 to 81
Employee involvement / employment of disabled persons 42
Approach to investing in and rewarding our workforce 41
Greenhouse gas emissions, energy consumption and energy efficiency 39
Corporate Governance Report 65 to 132
How the Board monitors culture 82 to 83
Diversity 40 to 42
Subsidiaries and associated undertakings 190 to 202
Key performance indicators (financial and non-financial) 22 to 23
Research and development 43
Section 172(1) statement 5
Post balance sheet events of the Company or its subsidiaries 189
Disclosure of information under UK
Listing Rule 6.6.1(R)
In accordance with UK Listing Rule 6.6.4(R),
the table to the right sets out the location
of the information required to be
disclosed under UK Listing Rule 6.6.1(R),
where applicable.
There are no other disclosures required under
this UK Listing Rule
SUBJECT
Details of long-term incentive schemes 110 to 112
Details of where a Director has waived emoluments 115
Contracts of significance 131
Shareholder waivers of dividends 130
Shareholder waivers of future dividends 130
Information required by Sch 7.11(1) (B)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide information
in relation to the Statement of engagement
with employees.
This is cross referenced in the table to
the right.
SUBJECT
How the Directors engage with employees 78
How the Group provides employees with information on matters of
concern to them as employees
78
How the Group consults with and considers employee feedback 78
How the Directors have had regard to employee interests 78
How the Group informs employees of the financial and economic
factors affecting its performance
78
Information required by Sch 7.11 (B) (1)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide information
in relation to the engagement with suppliers,
customers, and other business relationships.
This is cross referenced in the table to
the right.
SUBJECT
How the Directors have regard to the need to foster the Company’s
business relationships with suppliers, customers and others
78 to 81
The effect of that regard, including on the principal decisions taken by
the Company during the financial year
72 to 77
DIRECTORS’ REPORT
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DISCLOSURE OF INFORMATION REQUIRED BY DTR 7.2.1R
See page 70 for the Corporate Governance statement as required by DTR 7.2.1R.
The Corporate Governance Report sets out the Company’s compliance with the Code issued by the Financial Reporting
Council available at www.frc.org.uk and also describes how the governance framework is applied across the Company.
DIRECTORS
Details of the current Directors and their biographies are shown on pages 68 and 69.
There were several Board changes during the year. Chris Browne chose not to stand for re-election at the 2025 Annual General
Meeting and stepped down from the Board on 14 May 2025, after serving for more than nine years. Helen Owers stepped
down from the Board on 30 September 2025, and Sue Farr was appointed as an Independent Non-Executive Director on
1 October 2025.
All Directors, intend to seek election or re-election at the Company’s 2026 AGM in accordance with the recommendations of
the Code.
The appointment and removal of the Company’s Directors is governed by its Articles of Association (the Articles), the Code and
the Companies Act 2006 (the Act).
DIRECTORS’ POWERS
Subject to the Articles, UK legislation and any directions given by special resolution, the business of the Company is managed
by the Board, which may exercise all the powers of the Company.
DIRECTORS’ INDEMNITIES
During the financial year, and as at the date of this report, qualifying third party indemnities, as defined by s.234 of the Act,
were in force under which the Company has agreed to indemnify the Directors, to the extent permitted by law and the
Articles, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities,
as Directors of the Company or any of its subsidiaries.
The Company’s subsidiary, Vistry Homes Limited, has granted a qualifying pension scheme indemnity to the directors of the
Pension Trustee to the extent permitted by law in respect of all losses arising out of, or in connection with, the execution of
their powers, duties, and responsibilities as directors of the Pension Trustee.
DIRECTORS’ INTERESTS
Details of Directors’ pay, pension rights, service contracts and Directors’ interests in the ordinary shares of the Company are
included in the Directors’ Remuneration report on pages 108 to 119.
CONFLICTS OF INTEREST
Under the Act, Directors are under an obligation to avoid situations in which their interests can or do conflict, or may possibly
conflict, with those of the Company. A policy and procedures are in place for identifying, disclosing, evaluating and managing
conflicts to ensure that Board decisions are not compromised by a conflicted Director. The Articles give the Board power to
authorise matters that give rise to actual or potential conflicts. All conflicts of interest are reviewed bi-annually by the Board.
ARTICLES
Unless expressly specified to the contrary in the Articles, they may only be amended by a special resolution of the Company’s
shareholders at a general meeting.
SHARE CAPITAL
The Company has a premium listing on the London Stock Exchange. As at 31 December 2025, the Company’s share capital
comprised 320,843,793 fully paid ordinary shares of 50 pence each (including 604,496 shares in treasury). As at 3 March 2026,
(being the latest practicable date prior to the publication of this Annual Report), the Company’s share capital comprised
319,588,826 fully paid ordinary shares of 50 pence each (including 562,543 shares in treasury).
At the Company’s 2025 Annual General Meeting, the Directors were authorised to:
• Allot shares in the Company or grant rights to subscribe for, or convert, any security into shares up to an aggregate nominal
amount of £54,697,254.
• Allot shares up to an aggregate nominal amount of £16,455,607 for the purpose of a rights issue.
• Make market purchases up to 49,243,954 shares in the Company (representing approximately 14.99% of the Company’s issued
share capital at the time).
Shareholders will be asked to renew similar authorities at the 2026 Annual General Meeting.
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Under the authority granted at the 2024 Annual General Meeting and subsequently renewed at the 2025 Annual General
Meeting, the Company continued its share buyback programme, which commenced on 12 September 2024, to repurchase up
to £130m of its own ordinary shares of 50 pence each. As at 31 December 2025, the Company had purchased 13,979,420 shares,
and of these shares, 500,000 were purchased into Treasury.
During the year, the Company allotted 8,830 shares in connection with the exercise of options under the Company’s employee
share plans. A total of 438,786 shares were transferred from the Employee Benefit Trust up to 31 December 2025 and 295,601
shares were transferred from Treasury to satisfy the exercise of options under the Company’s employee share plan.
The share price at 31 December 2025, was 641.4 pence. The highest share price in the year was 698.0 pence and the lowest was
510.8 pence.
SHAREHOLDERS’ RIGHTS
All issued shares are fully paid and free from any restrictions on their transfer, except where required by law, such as insider
trading rules. The rights and obligations attaching to the Company’s ordinary shares are set out in the Articles.
Shareholders are entitled to attend, speak and vote at general meetings of the Company, to appoint one or more proxies
and, if they are corporations, to appoint corporate representatives. At a general meeting of the Company, every shareholder
present in person or by proxy and entitled to vote, has one vote on a show of hands, and on a poll, one vote for every ordinary
share held. Further details regarding voting procedures, including deadlines for voting at the AGM, can be found in the notes
to the Notice of AGM accompanying this Annual Report.
No shareholder is, unless the Board decides otherwise, entitled to attend or vote either personally or by proxy at a general
meeting or, to exercise any other shareholder rights if they, or any person with an interest in shares, has received a notice under
section 793 of the Act and has failed to supply the Company with the requisite information within the prescribed period.
Shareholders may receive a dividend and, on a liquidation, may share in the assets of the Company. None of the ordinary
shares of the Company, including those held by the Company’s share schemes, carry any special rights with regard to control of
the Company.
Employees participating in the Vistry Group Share Incentive Plan may direct the Trustee to exercise voting rights on their
behalf at any general meeting but are not required to do so.
SHAREHOLDER AGREEMENT
The Company has entered into an agreement with Browning West LP which clarifies the obligations of, and relationship
between, both parties in respect of Usman Nabi’s appointment. The agreement includes, among other things, an obligation
for Browning West LP to exercise the voting rights in respect of the shares in which it is interested, in accordance with any
recommendations given by a majority of the Board in respect of resolutions to be voted at a general meeting, as well as
undertakings that Browning West LP will not requisition (or propose resolutions at) general meetings of the Company, circulate
statements to shareholders, or seek to remove Directors from the Board.
RESTRICTIONS ON THE TRANSFER OF ORDINARY SHARES
The instrument of transfer of a certificated share may be in any usual form or in any other form which the Board may
approve. The Board may refuse to register any instrument of transfer of a certificated share which is not fully paid, provided
that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis. Certain
employees and officers of the Company must conform to the Company’s share dealing rules; these restrict the ability to deal
in the Company’s shares at certain times and require permission to deal. The Board may also refuse to register a transfer of a
certificated share unless the instrument of transfer:
(i) is lodged, duly stamped (if stampable), at the registered office of the Company or any other place decided by the Board,
accompanied by the certificate for the share to which it relates;
(ii) is in respect of only one class of shares; and
(iii) is in favour of not more than four transferees.
Transfers of uncertificated shares must be carried out using the relevant system and the Board can refuse to register a transfer
of an uncertificated share in accordance with the regulations governing the operation of the relevant system and with
UK legislation. There are no other limitations on the holding of ordinary shares in the Company and the Company is not aware
of any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights.
DISTRIBUTIONS
The Company continued the £130m share buyback which commenced on 12 September 2024. These share buybacks are
ordinary distributions to shareholders in lieu of interim and final dividend payments. The Board is not proposing a final
distribution in respect of the financial year ending 31 December 2025.
The Company operates a dividend reinvestment plan which gives shareholders the opportunity to reinvest dividends.
The Employee Benefit Trusts, which hold shares for the purpose of satisfying employee share scheme awards, have waived their
right to receive dividends on shares held within the Trust now, and in the future.
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POLITICAL DONATIONS
No political donations were made during the year ended 31 December 2025 (2024: nil). The Group has a policy of not making
donations to political parties or incurring political expenditure. To avoid an inadvertent breach of the Act, the Company will
seek authority at the AGM for itself and its subsidiaries to make political donations not exceeding £100,000 in total.
TAKEOVER DIRECTIVE
On a change of control, provisions in the Group’s syndicated banking facility agreements (described in note 20 of the financial
statements) would allow lenders to withdraw the facility. There are a number of commercial contracts that could alter in the
event of a change of control. None are considered to be material in terms of their potential impact on the Group in this event.
All of the Group’s share schemes contain provisions relating to a change of control. Under these provisions, a change of
control would be a vesting event, allowing exercise of outstanding options and awards, subject to satisfaction of performance
conditions, as required. The Directors are not aware of any agreements between the Company and its Directors or employees
which would pay compensation in the event of a change of control.
SUBSTANTIAL SHAREHOLDINGS
At 31 December 2025, the Company had received notifications in accordance with the DTRs that the following were interested
in the Company’s shares:
Ordinary shares of 50 pence each
% direct
holding
% indirect
holding
% financial
instruments
Total
number of
shares held
% of voting
rights of
the issued
share capital
Abrams Capital Management LP 12.47 - - 40,946,611 12.47
Browning West, LP - 9.08 - 30,251,988 9.08
FMR LLC - 6.70 - 22,530,631 6.70
Anson Advisors Inc. and Anson Funds
Management LP
5.27 0.74 19,748,690 6.01
Royal London Asset Management 4.99 - - 10,895,768 4.99
Dimensional Fund Advisors - 4.98 - 11,069,044 4.98
FIL Limited - 4.60 0.01 10,252,341 4.61
Inclusive Capital Partners, L.P. - 4.33 - 14,749,583 4.33
David Capital Partners - 3.10 - 10,730,000 3.10
BlackRock, Inc - Below 5% - - -
The holding percentages reflect the holding as a percentage of the Company’s share capital at the time the notification was
received and therefore these may have changed since the Company was last notified; further notification is not required until
the next notifiable threshold is met.
BRANCHES OUTSIDE OF THE UK
The Company has no overseas branches, and a list of the Company’s subsidiaries is detailed in note 30 of the financial
statements.
The Directors’ report was approved by the Board and has been signed on its behalf by the Chief People Officer and General
Counsel, Company Secretary.
By Order of the Board
Chief People Officer and General Counsel
Company Secretary
3 March 2026
DIRECTORS’ REPORT
continued
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Vistry Group PLC
The Directors are responsible for preparing the Annual Report and Accounts 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 the 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.
• 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 Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the UK 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, 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 on pages 68 and 69 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.
• 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.
• 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.
On behalf of the Board
GREG FITZGERALD
Executive Chair and
Chief Executive Officer
3 March 2026
TIM LAWLOR
Chief Financial Officer
3 March 2026
DIRECTORS’ RESPONSIBILITIES STATEMENT
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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133
CONTENTS
Independent Auditors’ Report 134
Group Statement of Profit or Loss and
Other Comprehensive Income
146
Statement of Financial Position 147
Group Statement of Changes in Equity 148
Company Statement of Changes in Equity 149
Statement of Cash Flows 150
Notes to the Financial Statements 151
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS’ REPORT TO THE
MEMBERS OF VISTRY GROUP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, Vistry Group 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 31 December 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 Group and Company Statement of Financial Position as at 31 December 2025;
• the Group Statement of Profit or Loss and Other Comprehensive Income for the year then ended;
• the Group Statement of Changes in Equity for the year then ended;
• the Company Statement of Changes in Equity for the year then ended;
• the Group and Company Statement 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.
Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings in
the period under audit.
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Vistry Group PLC
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
OUR AUDIT APPROACH
Overview
Audit scope
• We have determined that the Group is made up of four components, being the combined trading divisions, the Company and
two components in which Group related balances and amounts are recognised.
• There are four trading divisions which the Group operated throughout the year, made up of 25 regions in total. The combined
divisions have been subject to a separate sub-scoping exercise to determine the extent of testing required over each financial
statement line item within each division and the allocated materiality for such testing.
• Due to their contribution to the overall Group, we have audited a number of financial statement line items within the
Company, such as cash and cash equivalents, investments, borrowings, equity and finance expenses. We also audited the
impairment assessment of investments in subsidiary undertakings.
• We also performed procedures at a Group level, such as the audit of the consolidation and financial statement disclosures,
taxation, pension scheme balances and asset impairment assessments of goodwill and intangible assets. We also performed
full scope procedures over 12 joint ventures.
Key audit matters
• Estimation of sites cost to complete (Group)
• Building safety provision (Group)
• Impairment assessment of goodwill (Group)
• Impairment assessment of investments in subsidiary undertakings (Company)
Materiality
• Overall Group materiality: £18.0 million (2024: £14.5 million) based on professional judgement considering a number of
potential benchmarks, including total revenues and total assets (2024: based on approximately 5% of the Group’s two year
average profit before tax adjusted to remove exceptional expenses).
• Overall Company materiality: £29.1 million (2024: £30.1 million) based on approximately 1% of total assets (2024: based on
approximately 1% of total assets).
• Performance materiality: £11.7 million (2024: £10.9 million) (Group) and £21.8 million (2024: £22.5 million) (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.
Annual Report and Accounts 2025
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135
Estimation of sites cost to complete (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to the Audit Committee Report (‘Significant
matters considered by the Committee in relation to the
financial statements’) and note 2 (‘Revenue’) of the
financial statements.
The Group has a large number of sites which span multiple
periods, with the margin recognised on each plot that has
been (or is being) transferred to the customer calculated
based on the sitewide margin expected to be generated
over the remainder of the site. Revenue for these contracts
is recognised at a point in time for Open Market sales, and
at a point in time or on a percentage of completion basis
over time for Partner Funded sales. Partner Funded sales
recognised over time use either the output or the input
method depending on the relevant circumstances, in line
with the requirements of IFRS 15, ‘Revenue from Contracts
with Customers’.
To accurately assess the forecast margin of a site requires a
number of significant judgements and estimates to be made
by management, including:
• estimating future build costs, land costs and central site
costs, including infrastructure costs;
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly; and
• appropriately providing for loss making contracts, with
judgement required to determine the magnitude of any
provision required.
We consider that there is significant estimation uncertainty
in forecasting cost to complete, in particular given that
these assumptions involve the assessment of future events,
which are inherently uncertain. As a result, the assumptions
could be inaccurate and thus could lead to the incorrect
recognition of revenue or margin on a given site or contract.
We have undertaken procedures to address the risk to
the Group’s financial reporting of the estimation of
cost to complete, with this including performing the
following procedures:
• tested the design and operating effectiveness of
management’s key site level forecasting and monitoring
control, being the Cost Value Reconciliation (CVR).
This included observation of a sample of site review
meetings taking place throughout the year, attended by
senior management, including those from the Commercial,
Operational and Finance teams, with it being concluded
that the control was operating effectively;
• compared the actual costs for completed sites against
the original forecast for that site and also assessed
movements in forecast margin during the year on open
sites. Where significant differences were identified,
we evaluated the nature of the event that caused this
difference to arise, such as due to a change in the plan
for the site or due to updated cost estimates based on
recent tenders from suppliers. Based on the evidence
obtained, this enabled us to assess the accuracy of
management’s estimation methodology;
• performed risk assessment procedures across the
Group’s population of sites and stratified these by risk,
substantively testing a sample of forecast costs to either
third party evidence or other appropriate support.
We focused our testing on those sites considered to be
higher risk, including multi-phase sites, sites with unusual
margin movements, loss making sites and sites with
low margins. In addition, we performed substantive testing
over a sample of cost adjustments, projected adjustments
and negative cost to complete items, to verify the
appropriateness of the relevant adjustments;
• tested that a sample of costs have been allocated to the
correct sites by agreeing to third party support. We have
also tested a sample of costs that have been transferred
between sites; and
• assessed the disclosures in the financial statements
in respect of margin forecasting and recognition and
considered these to be appropriate.
Based on the procedures performed, we did not identify
any material misstatements within the forecasted costs,
and hence revenue or margin, recognised during the year.
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Vistry Group PLC
Building safety provision (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to the Audit Committee Report (‘Significant matters
considered by the Committee in relation to the financial
statements’), note 4 (‘Adjusted profit or loss measures’)
and note 22 (‘Provisions’) of the financial statements.
Management has estimated the costs expected to be
incurred to remediate buildings with safety related
defects, in line with the requirements of the Building
Safety Act 2022 and other applicable fire and building
safety legislation, with a provision of £303.6 million
being held at 31 December 2025 (31 December 2024:
£324.4 million) in this respect.
During the year, the Group recognised an additional
provision of £14.3 million, before consideration of other
movements such as the amount utilised during the
year and the impact of discounting and inflation.
This additional provision is due to a number of factors,
but predominantly additional buildings being identified
for which remediation is required.
The estimation of expected future outflows in relation
to these buildings is complex and therefore results in
significant estimation uncertainty. This has therefore
been an area of focus as part of our audit given the
amounts provided by the Group could be incomplete
or inaccurate for the extent of remedial work required
where there is a legal or constructive obligation to
do so. There is also a risk that the classification of the
net exceptional expense of £8.0 million during the
year is inappropriate and not in line with the Group’s
accounting policy.
We obtained management’s estimate of the required provision
and performed the following procedures:
• performed an evaluation of the design and implementation
of management’s controls over their building safety provision;
• understood the remedial activities for which management
consider there to be a legal or constructive obligation at
31 December 2025 and should therefore be included within
the scope of the provision;
• for new sites identified during the year, tested a sample of
forecast costs to perform such remedial activity, agreeing
to appropriate evidence such as third party quotations
or internal detailed appraisals, depending on the level of
progress made with the sampled building or site;
• assessed changes to the forecast costs on sites that were
included in the provision at 31 December 2024, obtaining
explanations and corroborating evidence in respect of
movements above a pre-defined threshold;
• tested that the expenses and recoveries recognised during
the year have been appropriately classified as exceptional
in line with the Group’s accounting policy and the specific
criteria set out by management; and
• assessed the completeness of management’s assessment
through sending confirmation letters to the Group’s legal
advisors and performing internet searches to determine if
any impacted sites had been excluded from this assessment.
On the basis of the procedures performed, we did not
identify any material misstatements within the provision for
building safety. We also assessed the related disclosures and
considered these to be in line with the requirements of IAS 37
‘Provisions, contingent liabilities and contingent assets’.
INDEPENDENT AUDITORS’ REPORT
continued
Estimation of sites cost to complete (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to the Audit Committee Report (‘Significant
matters considered by the Committee in relation to the
financial statements’) and note 2 (‘Revenue’) of the
financial statements.
The Group has a large number of sites which span multiple
periods, with the margin recognised on each plot that has
been (or is being) transferred to the customer calculated
based on the sitewide margin expected to be generated
over the remainder of the site. Revenue for these contracts
is recognised at a point in time for Open Market sales, and
at a point in time or on a percentage of completion basis
over time for Partner Funded sales. Partner Funded sales
recognised over time use either the output or the input
method depending on the relevant circumstances, in line
with the requirements of IFRS 15, ‘Revenue from Contracts
with Customers’.
To accurately assess the forecast margin of a site requires a
number of significant judgements and estimates to be made
by management, including:
• estimating future build costs, land costs and central site
costs, including infrastructure costs;
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly; and
• appropriately providing for loss making contracts, with
judgement required to determine the magnitude of any
provision required.
We consider that there is significant estimation uncertainty
in forecasting cost to complete, in particular given that
these assumptions involve the assessment of future events,
which are inherently uncertain. As a result, the assumptions
could be inaccurate and thus could lead to the incorrect
recognition of revenue or margin on a given site or contract.
We have undertaken procedures to address the risk to
the Group’s financial reporting of the estimation of
cost to complete, with this including performing the
following procedures:
• tested the design and operating effectiveness of
management’s key site level forecasting and monitoring
control, being the Cost Value Reconciliation (CVR).
This included observation of a sample of site review
meetings taking place throughout the year, attended by
senior management, including those from the Commercial,
Operational and Finance teams, with it being concluded
that the control was operating effectively;
• compared the actual costs for completed sites against
the original forecast for that site and also assessed
movements in forecast margin during the year on open
sites. Where significant differences were identified,
we evaluated the nature of the event that caused this
difference to arise, such as due to a change in the plan
for the site or due to updated cost estimates based on
recent tenders from suppliers. Based on the evidence
obtained, this enabled us to assess the accuracy of
management’s estimation methodology;
• performed risk assessment procedures across the
Group’s population of sites and stratified these by risk,
substantively testing a sample of forecast costs to either
third party evidence or other appropriate support.
We focused our testing on those sites considered to be
higher risk, including multi-phase sites, sites with unusual
margin movements, loss making sites and sites with
low margins. In addition, we performed substantive testing
over a sample of cost adjustments, projected adjustments
and negative cost to complete items, to verify the
appropriateness of the relevant adjustments;
• tested that a sample of costs have been allocated to the
correct sites by agreeing to third party support. We have
also tested a sample of costs that have been transferred
between sites; and
• assessed the disclosures in the financial statements
in respect of margin forecasting and recognition and
considered these to be appropriate.
Based on the procedures performed, we did not identify
any material misstatements within the forecasted costs,
and hence revenue or margin, recognised during the year.
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Impairment assessment of goodwill (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to the Audit Committee Report (‘Significant
matters considered by the Committee in relation to
the financial statements’) and note 11 (‘Goodwill’) of the
financial statements.
At 31 December 2025, the Group held goodwill of
£827.6 million (31 December 2024: £827.6 million).
In accordance with IAS 36, ‘Impairment of assets’,
management has performed an impairment assessment
to determine whether an impairment of the carrying value
of the goodwill is required, using a discounted cash flow
model to determine the Group’s value in use, reaching the
conclusion that no impairment is required.
Given the level of estimation in preparing such a discounted
cash flow model, there is a risk that the calculation of the
Group’s value in use is inappropriate and that the value
of the goodwill may be misstated. Given that the Group’s
market capitalisation remains below the Group’s net
assets, which is an impairment trigger, this has remained a
significant area of focus as part of our audit.
We obtained management’s discounted cash flow model
used to assess goodwill for potential impairment and
performed the following procedures:
• performed an evaluation of the design and
implementation of management’s controls over their
impairment assessment;
• confirmed that the forecasts included within the model
were consistent with the latest Board approved budgets
(and consistent with the forecasts prepared in respect of
going concern and long term viability) and that the model
is mathematically accurate;
• critically challenged the reasonableness of the future
cash flow forecasts and sought to obtain evidence
which contradicts or corroborates the assumptions
made, using our knowledge of the Group and applying
professional scepticism to determine whether there
was any evidence of management bias applied to
the assumptions. We focused on testing the short term
cash flow forecast, as well as testing assumptions used
to determine the terminal value as these were sensitive to
the valuation outcome;
• assessed the reliability of management’s future cash
flow forecasts by comparing past performance to previous
forecasts, evaluating any differences identified;
• with the assistance of our valuation experts, assessed
the discount rate and long-term growth rate used in
the model, by comparing the Group’s assumptions to
external data;
• tested the sensitivity of the impairment calculations
to changes in the underlying assumptions in order to
ascertain the extent of change required, individually or
collectively, to give rise to an impairment;
• challenged management to reconcile between the
value of the Group implied by the market capitalisation
at 31 December 2025 to that implied by the discounted
cash flow model, with our valuation experts also being
involved in assessing the appropriateness of this
difference; and
• considered the costs of meeting the requirements and
commitments arising as a result of the impact of climate
change and how these are considered within the forecast
future cash flows.
Based on the procedures performed, we concluded that
no impairment to goodwill was required. We also assessed
the disclosures in respect of the impairment assessment
performed, including the disclosure of appropriate
sensitivity to key assumptions, and considered these to
be appropriate.
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Vistry Group PLC
INDEPENDENT AUDITORS’ REPORT
continued
Impairment assessment of investments in subsidiary undertakings (Company)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to the Audit Committee Report (‘Significant
matters considered by the Committee in relation to the
financial statements’) and note 15 (‘Investments’) of the
financial statements.
On an annual basis, the Directors consider whether any
events or circumstances have occurred that could indicate
that the carrying amount of the investments in subsidiary
undertakings may not be recoverable. If such circumstances
are identified, an impairment review is undertaken to
establish whether the carrying amount of the investments
in subsidiary undertakings exceed their recoverable
amount, being the higher of fair value less costs to sell or
value in use.
In assessing whether or not there were any impairment
triggers, the Directors considered a number of factors
including the underlying performance and market
capitalisation of the Group. The market capitalisation
of the Group at 31 December 2025 was approximately
£2,054.0 million, with this being lower than the carrying
value of investments of £2,518.1 million. The Directors
therefore concluded that there was an impairment trigger.
There is a risk that the calculation of the recoverable
amount of the investments is inaccurate and that the
carrying value of the investments may be overstated, with
this therefore being a significant area of focus as part of
our audit of the Company.
We agreed with management’s conclusion that there was
an impairment trigger and hence the carrying value of
investments needed to be tested for impairment.
We assessed the evidence supporting the recoverable
amount of the investments in subsidiary undertakings,
through reference to the outcome of our testing
procedures over the discounted forecast cash flows
supporting the impairment assessment of goodwill, which
are summarised within the ‘Impairment assessment of
goodwill’ key audit matter.
We also confirmed that appropriate adjustments as
required by IAS 36, ‘Impairment of assets’ were made to
derive the valuation of the investments, deducting any net
debt held by the subsidiaries.
The procedures performed supported the conclusion
that no impairment was required. We also assessed the
disclosures in respect of the impairment assessment
performed and considered these to be appropriate.
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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.
We have determined that the Group is made up of four components, being the combined trading divisions, the Company
and two components in which Group related balances (such as cash and cash equivalents, goodwill, intangible assets, pension
scheme balances and the building safety provision) and amounts (such as the costs incurred in relation to the manufacturing
of timber frames) are recognised.
The combined trading divisions, which are made up of the four divisions with which the Group operated throughout the year
(and are made up of 25 regions in total), undertake similar activities, had a common control framework and set of processes and
were determined to be a full scope component. A separate sub-scoping exercise was performed to determine the extent of
testing required over each financial statement line item within each division and the allocated materiality for this testing.
The Company is principally a holding company that holds the Group’s investments in subsidiary undertakings and also
the external borrowings which it lends on to other entities within the Group. Due to their contribution to the overall
Group, we have audited a number of financial statement line items within the Company, such as cash and cash
equivalents, investments, borrowings, equity and finance expenses - we also audited the impairment assessment of
investments in subsidiary undertakings. The allocated materiality for the Company for the purposes of the Group audit was
lower than the materiality for the stand-alone financial statements of this entity.
We also performed procedures at a Group level, such as the audit of the consolidation and financial statement disclosures,
taxation, pension scheme balances and asset impairment assessments of goodwill and intangible assets. The procedures
performed also provided us with sufficient evidence over the two Group related components, with incremental procedures
performed over these components to understand any large unaudited balances or amounts that had not otherwise been
subject to testing.
In respect of the joint ventures held by the Group, we performed full scope procedures in respect of 12 joint ventures so as to
obtain sufficient and appropriate audit coverage over the joint venture disclosures within note 15 (and the cumulative financial
information of the joint ventures).
In combination, these procedures (all of which were performed by the same Group engagement team) provided us with the
evidence required for the purposes of our opinion on the financial statements as a whole.
The impact of climate risk on our audit
The risks associated with climate change are impacting the housebuilding industry, in particular in respect of Part L, Part F,
Part O and Part S of the Building Regulations 2010. The Future Homes Standard, for which compliance is expected to become
mandatory during 2026, will also require a reduction in emissions of around 80%.
As set out in the other information to the Annual Report, the Group is committed to being net zero by 2040, with a continued
focus on improving operational processes.
In planning and executing our audit we have both understood and evaluated the Group’s risk assessment process in respect of
climate change - this has enabled us to assess the potential impact of climate change on the financial statements.
In doing so, we have determined that the financial statement estimates which are most likely to be materially impacted by
both physical and transition risks of climate change are those associated with the costs of meeting the above requirements and
commitments and how they have been reflected within forecast future cash flows.
We have understood that management have included the revised standards into the design of new builds. We have also
understood that management’s process is that land appraisals prepared in respect of sites yet to be acquired reflect the
cost of meeting these new regulations, so as to appropriately assess targeted returns. For existing sites that will need to meet
these standards, build costs are included in the reports underpinning management’s key forecasting and monitoring control,
with management expecting that such costs will ultimately be passed through to buyers, reflecting the increased value obtained
through aspects such as lower heating bills and improved ventilation. These processes form the basis of the Group’s cash and
funding requirements and are therefore an integral part of preparing forecast future cash flows.
These forecast cash flows have been used as part of the assessments performed over going concern and viability and the
impairment assessment performed over goodwill, intangible assets and investments in subsidiary undertakings. Our key audit
matters further explain how we have evaluated the impact of climate change, where applicable.
We challenged management regarding the extent of disclosures made within the financial statements in respect of climate
change, obtaining comfort over the consistency of the finalised disclosures made in the other information within the Annual
Report with both the financial statements and the knowledge we obtained from our audit.
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Vistry Group PLC
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
£18.0 million (2024: £14.5 million). £29.1 million (2024: £30.1 million).
How we determined it
Based on professional judgement
considering a number of potential
benchmarks, including total revenues
and total assets (2024: based on
approximately 5% of the Group’s two
year average profit before tax adjusted
to remove exceptional expenses).
Based on approximately 1% of total
assets (2024: based on approximately
1% of total assets).
Rationale for
benchmark applied
In our professional judgement, we
have concluded that £18.0 million is
the appropriate level at which to set
materiality based on a number of
potential benchmarks, such as total
revenues and total assets, which we
have determined to represent the
earning capacity of the Group and the
underlying asset base.
In particular, we consider that any
misstatements identified that are lower
than £18.0 million in magnitude would
not be expected to influence the
economic decisions made by the users
of the financial statements.
An overall materiality level of
£18.0 million equates to approximately
0.50% of total revenues and 0.28% of
total assets.
We consider that total assets are an
appropriate measure given it is the
primary measure used by the
shareholders in assessing the
performance of the Company and is
a generally accepted auditing
benchmark for non-trading entities.
For the purposes of the Group audit,
we will perform an audit of a number
of financial statement line items, with
the allocated overall materiality
(of £17.1 million) being lower than the
above materiality for the stand-alone
Company financial statements.
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 £8.1 million and £17.1 million.
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 65% (2024: 75%) of overall materiality, amounting to
£11.7 million (2024: £10.9 million), for the Group financial statements. Our performance materiality was 75% (2024: 75%) of
overall materiality, amounting to £21.8 million (2024: £22.5 million), for the Company financial statements.
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 in the middle of our normal range
(Group) and at the upper end of our normal range (Company) was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£0.9 million (Group audit) (2024: £0.7 million) and £1.5 million (Company audit) (2024: £1.5 million) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
INDEPENDENT AUDITORS’ REPORT
continued
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141
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:
• evaluating the reasonableness of the inputs and underlying assumptions within the base case going concern forecast prepared
by management;
• performing a comparison of the base case going concern forecast to what has been approved by the Board and, where
applicable, the forecasts used elsewhere in the Group, such as for asset impairment assessments;
• comparing the prior year forecasts against current year actual performance to assess management’s ability to prepare accurate
forecasts, evaluating any differences identified;
• testing a sample of inflows and outflows from the base case going concern forecast to an appropriate source;
• testing the completeness of the cash outflows in the base case going concern forecast by comparing them to a sample of
payables and promissory note balances at 31 December 2025;
• assessing the appropriateness of management’s base case going concern forecast by performing trend analysis against the
actual results for 2024 and 2025;
• assessing the severe but plausible downside scenario which has been used to sensitise the base case going concern forecast,
including consideration of the underlying assumptions within this forecast and the mitigating actions available to management
were such scenarios to arise;
• understanding and challenging management on the sensitivities and mitigating actions, ensuring only those mitigating actions
within their control have been factored into the severe but plausible downside scenario;
• agreeing the committed facilities to the underlying agreements and ensuring that these were appropriately reflected within the
liquidity and covenant analysis;
• obtaining and reperforming management’s analysis of both liquidity and covenant compliance to ensure there is sufficient
liquidity and no forecast covenant breaches over the course of the going concern period, including within the severe but
plausible downside scenario allowing for mitigating actions by management; and
• reviewing the disclosures relating to going concern, with these considered to be consistent with the assessment prepared by
management and the audit procedures performed.
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.
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INDEPENDENT AUDITORS’ REPORT
continued
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 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 31 December 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 Directors’ Remuneration Report 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 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.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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143
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 Directors’ Responsibilities Statement, 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 NHBC standards and other building regulations (including the Building Safety Act 2022 and other
building safety legislation), 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
UK tax legislation, 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 posting inappropriate journal entries to increase revenue, incorrect cut-off recognition of bulk
sales or land sales in the final month of the year, and management bias within accounting estimates, in particular the margin to
be recognised on a particular site or contract through manipulation of cost to complete estimates. Audit procedures performed
by the engagement team included:
• inquiries with management, internal audit and the Group’s legal team, including in respect of known or suspected instances
of non-compliance with laws and regulations and fraud, and reviewing Board minutes and internal audit reports;
• evaluating and testing the operating effectiveness of management’s key controls around the forecasting of costs and
margin estimation;
• challenging assumptions and judgements made by management, in particular those that involve the assessment of future
events, which are inherently uncertain – the key estimates determined in this respect are those relating to the forecasting
of the margin to be generated over the life of a site or contract;
• identifying and testing journal entries and consolidation entries, in particular those posted with unusual account combinations
including unusual or unexpected journal entries to revenue; and
• testing a sample of bulk sales and land sales in the last month of the year to agree they were correctly recognised in
the financial year.
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITORS’ REPORT
continued
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 Directors’ remuneration report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
We were first appointed by the Company for the financial year ended 31 December 2015. Our uninterrupted engagement covers
eleven financial years.
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.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
3 March 2026
Annual Report and Accounts 2025
|
145
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|
Vistry Group PLC
GROUP STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
2025 | 2024 | ||||||
| Adjusting | Adjusted | Adjusting | Adjusted | ||||
| Reported | items | measures | Reported | items | measures | ||
| measures | (note 4) | (note 4) | measures | (note 4) | (note 4) | ||
For the year ended 31 December | Note | £m | £m | £m | £m | £m | £m |
Revenue | 2 | ||||||
Cost of sales | ( | ( | |||||
Gross profit | |||||||
Administrative expenses | ( | ( | |||||
Other expenses | 4 | ( | |||||
Amortisation of acquired intangible assets | 5 | ( | ( | ||||
Other operating income | 3 | ||||||
Operating profit | |||||||
Finance income | 7 | ||||||
Finance expense | 7 | ( | ( | ||||
Net finance expense | 7 | ( | ( | ( | ( | ( | ( |
Share of profit after tax from joint ventures | 15 | ||||||
Profit before tax | 5 | ||||||
Income tax expense | 8 | ( | ( | ( | ( | ( | ( |
Profit for the year | |||||||
| Items that will not be reclassified subsequently to profit | |||||||
| or loss: | |||||||
Remeasurement of retirement benefit asset | 17 | ( | ( | ||||
Deferred tax on remeasurement of retirement benefit asset | 8 | ||||||
Total other comprehensive expense | ( | ( | |||||
Total comprehensive income for the year | |||||||
2025 | 2024 | ||||||
| Adjusted | Adjusted | ||||||
| Reported | measures | Reported | measures | ||||
| EARNINGS PER SHARE | measures | (note 4) | measures | (note 4) | |||
Basic | 9 | ||||||
Diluted | 9 | ||||||
Adjusted basic | 9 |
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
147
STATEMENT OF FINANCIAL POSITION
| Vistry Group PLC | |||||
| Company number | |||||
| Group | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||
As at 31 December | Note | £m | £m | £m | £m |
| ASSETS | |||||
Goodwill | 11 | - | - | ||
Intangible assets | 12 | - | - | ||
Property, plant and equipment | 13 | - | - | ||
Right-of-use assets | 14 | - | - | ||
Investments | 15 | 2,518.1 | 2,511.8 | ||
Trade and other receivables | 19 | - | - | ||
Retirement benefit asset | 17 | - | - | ||
Deferred tax asset | - | 6.2 | |||
Total non-current assets | 2,518.1 | 2,518.0 | |||
Inventories | 18 | - | - | ||
Trade and other receivables | 19 | 291.4 | 245.2 | ||
Cash and cash equivalents | 20 | 99.6 | 242.3 | ||
Current tax assets | - | - | |||
Total current assets | 391.0 | 487.5 | |||
Total assets | 2,909.1 | 3,005.5 | |||
| LIABILITIES | |||||
Trade and other payables | 21 | 10.2 | 25.5 | ||
Current tax liabilities | - | - | |||
Lease liabilities | 14 | - | - | ||
Provisions | 22 | - | - | ||
Total current liabilities | 10.2 | 25.5 | |||
Borrowings | 20 | 497.2 | 497.3 | ||
Trade and other payables | 21 | - | - | ||
Lease liabilities | 14 | - | - | ||
Provisions | 22 | - | - | ||
Deferred tax liabilities | 16 | - | - | ||
Total non-current liabilities | 497.2 | 497.3 | |||
Total liabilities | 507.4 | 522.8 | |||
Net assets | 2,401.7 | 2,482.7 | |||
| EQUITY | |||||
Issued capital | 26 | 160.4 | 165.9 | ||
Share premium | 26 | 361.3 | 361.3 | ||
Capital redemption reserve | 14.5 | 9.0 | |||
Merger reserve | 26 | 150.0 | 1,597.8 | ||
Retained earnings | 1,715.5 | 348.7 | |||
Total equity attributable to equity holders of the parent | 2,401.7 | 2,482.7 |
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GROUP STATEMENT OF CHANGES IN EQUITY
| Own | Other | Tot al | Capital | ||||||
| shares | retained | retained | Issued | Share | redemption | Merger | |||
| held | earnings | earnings | capital | premium | reserve | reserve | Tot al | ||
For the year ended 31 December | Note | £m | £m | £m | £m | £m | £m | £m | £m |
Balance as at 1 January 2024 | ( | ||||||||
Profit for the year | |||||||||
Total other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income | |||||||||
Issue of share capital | 26 | ||||||||
Purchase of own shares | 10 | ( | ( | ( | ( | ( | |||
Share options exercised | ( | ||||||||
Share-based payments | 6 | ||||||||
Deferred tax on share-based payments | 8 | ( | ( | ( | |||||
Total transactions with owners | ( | ( | ( | ( | |||||
Balance as at 31 December 2024 | ( | ||||||||
Balance as at | ( | ||||||||
Profit for the year | |||||||||
Total other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income | |||||||||
Purchase of own shares | 10 | ( | ( | ( | ( | ( | |||
Share options exercised | ( | ||||||||
Share-based payments | 6 | ||||||||
Deferred tax on share-based payments | 8 | ||||||||
Bonus issue of deferred shares | 26 | ( | |||||||
Cancellation of deferred shares | 26 | ( | |||||||
Total transactions with owners | ( | ( | ( | ||||||
Balance as at | ( |
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|
149
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December Note
Own
shares
held
£m
Other
retained
earnings
£m
Tot al
retained
earnings
£m
Issued
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Tot al
£m
Balance as at 1 January 2024 (14.7) 267.2 252.5 173.4 361.0 1.5 1,597.8 2,386.2
Total comprehensive income - 232.8 232.8 - - - - 232.8
Issue of share capital 26 - - - - 0.3 - - 0.3
Purchase of own shares 10 (2.9) (141.9) (144.8) (7.5) - 7.5 - (144.8)
LTIP shares exercised 8.2 (5.5) 2.7 - - - - 2.7
Share-based payments 6 - 5.5 5.5 - - - - 5.5
Total transactions with owners 5.3 (141.9) (136.6) (7.5) 0.3 7.5 - (136.3)
Balance as at 31 December 2024 (9.4) 358.1 348.7 165.9 361.3 9.0 1,597.8 2,482.7
Balance as at 1 January 2025 (9.4) 358.1 348.7 165.9 361.3 9.0 1,597.8 2,482.7
Total comprehensive expense - (31.8) (31.8) - - - - (31.8)
Purchase of own shares 10 (3.2) (53.0) (56.2) (5.5) - 5.5 - (56.2)
LTIP shares exercised 6.6 (5.9) 0.7 - - - - 0.7
Share-based payments 6 - 6.3 6.3 - - - - 6.3
Bonus issue of deferred shares 26 - - - 1,447.8 - - (1,447.8) -
Cancellation of deferred shares 26 - 1,447.8 1,447.8 (1,447.8) - - - -
Total transactions with owners 3.4 1,395.2 1,398.6 (5.5) - 5.5 (1,447.8) (49.2)
Balance as at 31 December 2025
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STATEMENT OF CASH FLOWS
Group Company
For the year ended 31 December | Note | £m | £m | £m | £m |
Operating profit for the year | (0.1) | 250.0 | |||
| Add back: | |||||
Exceptional items in operating profit | 4 | - | - | ||
Depreciation and amortisation | 5 | - | - | ||
Equity-settled share-based payment expense | 6 | - | - | ||
Other non-cash items | ( | - | - | ||
Operating cash inflow before exceptional cash flows and movements in working capital | (0.1) | 250.0 | |||
| Exceptional cash flows relating to restructuring, integration | ( | ( | - | - | |
| and other exceptional items | |||||
Exceptional cash outflow relating to building safety | ( | ( | - | - | |
Exceptional cash inflow relating to building safety recoveries | - | ||||
Exceptional cash outflows | ( | ( | - | - | |
Defined benefit pension contributions | 17 | ( | - | - | |
Increase in trade and other receivables | ( | ( | - | - | |
Increase in inventories | ( | ( | - | - | |
Increase/(decrease) in trade and other payables | ( | (0.7) | - | ||
(Decrease)/increase in provisions | ( | - | - | ||
Movements in working capital | ( | ( | (0.7) | - | |
| Net cash inflow/(outflow) from operations | (0.8) | 250.0 | |||
| Income taxes paid | ( | ( | - | - | |
Net cash inflow/(outflow) from operating activities | (0.8) | 250.0 | |||
Bank interest received | 1.2 | 0.3 | |||
Purchase of property, plant and equipment | 13 | ( | ( | - | - |
Disposal of property, plant and equipment | - | - | |||
Disposal of subsidiary undertaking | - | - | |||
Loans made to joint ventures | 15 | ( | ( | - | - |
Loan repayments from joint ventures | 15 | - | - | ||
Loan repayments (to)/from subsidiary undertakings | (45.4) | 173.4 | |||
Interest received on loans to joint ventures | 15 | - | - | ||
Dividends received from joint ventures | - | - | |||
| Net cash (outflow)/inflow from investing activities | ( | (44.2) | 173.7 | ||
Loans and advances made by joint ventures | 25 | - | - | ||
Loans and advances repaid to joint ventures | 25 | ( | ( | - | - |
Lease principal payments | 14,25 | ( | ( | - | - |
Lease interest payments | 14,25 | ( | ( | - | - |
Interest paid on borrowings | 25 | ( | ( | (27.2) | (30.7) |
Proceeds from share issues (including LTIP exercises) | 0.7 | 3.0 | |||
Purchase of own shares | ( | ( | (71.2) | (172.6) | |
Repayment of bank loans | 25 | ( | - | - | |
Net cash outflow from financing activities | ( | ( | (97.7) | (200.3) | |
| Net increase/(decrease) in cash and cash equivalents | ( | (142.7) | 223.4 | ||
Opening cash and cash equivalents | 242.3 | 18.9 | |||
Closing cash and cash equivalents | 99.6 | 242.3 |
2025
2024 restated
(note 1.7)
2025
2024
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
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|
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152
|
Vistry Group PLC
1. ACCOUNTING POLICY INFORMATION continued
1.4 GOING CONCERN continued
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|
153
NOTES TO THE FINANCIAL STATEMENTS
continued
1. ACCOUNTING POLICY INFORMATION continued
1.4 GOING CONCERN continued
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|
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1. ACCOUNTING POLICY INFORMATION continued
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Annual Report and Accounts 2025
|
155
NOTES TO THE FINANCIAL STATEMENTS
continued
1. ACCOUNTING POLICY INFORMATION continued
1.8 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY continued
Margin forecasting and recognition continued
| Change in | Change in gross margin | |
| Assumption | assumption | £m |
Unmitigated reduction in forecast revenue across all land bank sites | +1% | c. 35 |
Unmitigated increase in forecast costs to complete across all land bank sites | +1% | c. 25 |
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
157
NOTES TO THE FINANCIAL STATEMENTS
continued
2. REVENUE continued
| 2025 | 2024 | |
| £m | £m | |
Open Market sales | 1,117.5 | 1,256.1 |
Partner Funded sales | 2,231.4 | 2,347.2 |
Other | 264.8 | 176.0 |
Revenue | 3,613.7 | 3,779.3 |
| 2025 | 2024 | |
| £m | £m | |
Management fees charged to joint ventures | 52.3 | 47.0 |
Management fees charged to joint operations | 3.9 | 4.0 |
Government grant income | 47.8 | 62.1 |
Other | 10.5 | 11.9 |
Other operating income | 114.5 | 125.0 |
4. ADJUSTED PROFIT OR LOSS MEASURES
In addition to the measures reported in accordance with International Financial Reporting Standards (IFRS), the Group also presents
certain adjusted performance measures. These measures are not defined by IFRS but are used by management to monitor the
financial performance of the Group. We believe that these adjusted measures provide additional insight into the Group’s performance
for the year and assist users of the financial statements in assessing the business on a comparable basis between reporting periods.
Adjusted measures are aligned with those used internally in the Group’s budgeting and performance management processes and are
also taken into account when determining remuneration outcomes. A reconciliation to the closest IFRS measure is provided opposite,
together with a comprehensive list of the Group’s adjusted measures on page 32 to 35 of the Annual Report and Accounts.
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4. ADJUSTED PROFIT OR LOSS MEASURES continued
| 2025 | |||||||
| Share of | |||||||
| Operating | Net finance | profit from | Profit | Profit | |||
| Revenue | profit | expense | joint ventures | before tax | Tax | for the year | |
| £m | £m | £m | £m | £m | £m | £m | |
| Reported measures | 3,613.7 | 222.6 | (50.5) | 24.1 | 196.2 | (58.2) | 138.0 |
| Adjusting items: | |||||||
Exceptional items 1 | - | 21.4 | 8.0 | - | 29.4 | (4.6) | 24.8 |
Share of joint ventures 2 | 541.6 | 70.2 | (42.5) | (24.1) | 3.6 | (3.6) | - |
Amortisation of acquired intangible assets 3 | - | 39.6 | - | - | 39.6 | (11.5) | 28.1 |
Other tax items 4 | - | - | - | - | - | 3.0 | 3.0 |
| Total adjusting items | 541.6 | 131.2 | (34.5) | (24.1) | 72.6 | (16.7) | 55.9 |
Adjusted measures | 4,155.3 | 353.8 | (85.0) | - | 268.8 | (74.9) | 193.9 |
| 2024 | |||||||
| Share of | |||||||
| Operating | Net finance | profit from | Profit | Profit | |||
| Revenue | profit | expense | joint ventures | before tax | Tax | for the year | |
| £m | £m | £m | £m | £m | £m | £m | |
| Reported measures | 3,779.3 | 167.0 | (65.4) | 3.3 | 104.9 | (30.4) | 74.5 |
| Adjusting items: | |||||||
Exceptional items 1 | - | 99.9 | 8.0 | 20.9 | 128.8 | (37.3) | 91.5 |
Share of joint ventures 2 | 549.9 | 51.8 | (37.3) | (24.2) | (9.7) | 9.7 | - |
Amortisation of acquired intangible assets 3 | - | 39.5 | - | - | 39.5 | (11.4) | 28.1 |
Other tax items 4 | - | - | - | - | - | (5.2) | (5.2) |
Total adjusting items | 549.9 | 191.2 | (29.3) | (3.3) | 158.6 | (44.2) | 114.4 |
Adjusted measures | 4,329.2 | 358.2 | (94.7) | - | 263.5 | (74.6) | 188.9 |
1 Exceptional items are those that the Directors consider to be material in size and/or irregular in nature. The items are excluded from the Group’s adjusted
measures to provided a clearer view of the underlying business performance.
2 A significant portion of the Group’s activities is undertaken through joint ventures. Under IFRS, the Group’s statement of profit or loss and other
comprehensive income presents its share of joint venture post-tax results within a single line item. For adjusted measures, the Directors believe it is
more useful and reflective of the scale of the Group’s operations to present the proportional share of revenue, operating profit, net finance expense
and profit before tax from joint ventures within the relevant adjusted measures. Further detail of the adjustments relating to joint ventures are
provided in note 15.
3 The amortisation charge relates to intangible assets that arose on the acquisitions of Linden Homes and Partnerships from Galliford Try PLC and of
Countryside Partnerships PLC. This charge is non-cash in nature and was determined at the time of acquisition. The Directors consider that excluding
this amortisation from adjusted performance measures allows users to assess the underlying business performance more clearly. Further information on
intangible asset amortisation is provided in note 12.
4 One-off tax items are excluded from adjusted measures so that the adjusted income tax expense reflects the underlying tax charge of the Group.
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NOTES TO THE FINANCIAL STATEMENTS
continued
4. ADJUSTED PROFIT OR LOSS MEASURES continued
Note | 2025 | 2024 | |
Adjusted earnings (£m) | 193.9 | 188.9 | |
Weighted average number of ordinary shares (m) | 9 | 326.9 | 338.1 |
Adjusted basic earnings per share (pence) | 59.3 | 55.9 |
| 2025 | |||||
| Administrative | Share of profit | ||||
| Cost of | and other | Finance | from joint | ||
| sales | expenses | expense | ventures | Tot al | |
| £m | £m | £m | £m | £m | |
Restructuring, integration and other costs | - | 8.6 | - | - | 8.6 |
CMA voluntary commitment | - | 12.8 | - | - | 12.8 |
| Building safety: | |||||
Additions to provision - additional buildings | 14.3 | - | - | - | 14.3 |
Additions to provision - change in discount rate | 3.1 | - | - | - | 3.1 |
Recoveries | (17.4) | - | - | - | (17.4) |
Unwind of discounting on the provision | - | - | 8.0 | - | 8.0 |
Total building safety | - | - | 8.0 | - | 8.0 |
Exceptional items | - | 21.4 | 8.0 | - | 29.4 |
| 2024 | |||||
| Share of profit | |||||
| Cost of | Administrative | Finance | from joint | ||
| sales | expenses | expense | ventures | Tot al | |
| £m | £m | £m | £m | £m | |
| Restructuring, integration and other costs | - | 14.1 | - | - | 14.1 |
| Building safety: | |||||
Additions to provision | 117.1 | - | - | - | 117.1 |
Recoveries | (27.2) | - | - | - | (27.2) |
Change in provision for obligations taken on by joint venture | (20.9) | - | - | 20.9 | - |
Impairment of inventories | 16.8 | - | - | - | 16.8 |
Unwind of discounting on the provision | - | - | 8.0 | - | 8.0 |
Total building safety | 85.8 | - | 8.0 | 20.9 | 114.7 |
Exceptional items | 85.8 | 14.1 | 8.0 | 20.9 | 128.8 |
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Vistry Group PLC
4. ADJUSTED PROFIT OR LOSS MEASURES continued
CMA VOLUNTARY COMMITMENT
The Group, together with six other UK housebuilders, entered into a voluntary binding commitment in response to potential concerns
identified by the UK Competition and Markets Authority (CMA). Under this commitment, the participating housebuilders will contribute
£100m in aggregate to His Majesty’s Government, to be allocated to programmes that fund and support the construction of affordable
homes in England, Scotland, Wales and Northern Ireland. The Group’s share of this contribution is £12.8m.
This cost is one-off in nature and, in the opinion of the Directors, does not reflect the underlying trading performance of the Group.
Accordingly, it has been presented as an exceptional item.
BUILDING SAFETY
The Group maintains a provision for the expected costs to remediate buildings with safety-related defects. The provision is
measured using a discounted cash flow forecast. During the year, an exceptional charge of £17.4m was recognised, comprising 14.3m
for 11 additional buildings identified for remediation and £3.1m arising from a change in the discount rate applied to the provision. In
addition, the discount unwind recognised in net finance expenses amounted to £8.0m.
The Group seeks to recover a portion of remediation works from third parties, including insurers and subcontractors. Recoveries are
recognised as an asset only when reimbursement is virtually certain in accordance with IAS 37. The exceptional expense in the year has
been presented net of £17.4m recognised for recoveries.
| 2025 | 2024 | ||
| Note | £m | £m | |
| Depreciation of property, plant and equipment | 13 | 3.8 | 2.8 |
Depreciation of right-of-use assets | 14 | 31.0 | 30.6 |
Amortisation of acquired intangible assets | 12 | 39.6 | 39.5 |
Amortisation of other intangible assets | 12 | - | 1.0 |
Personnel expenses (not capitalised into work in progress) | 180.1 | 178.3 | |
Inventories expensed in the year | 2,711.0 | 2,901.8 | |
Exceptional items | 4 | 29.4 | 128.8 |
| 2025 | 2024 | |
| £m | £m | |
| Fees payable to the Company’s auditors for the audit of the Company and Group’s | 1.1 | 1.4 |
| annual accounts | ||
| FEES PAYABLE TO THE COMPANY’S AUDITORS AND ITS ASSOCIATES | ||
| FOR OTHER SERVICES: | ||
Audit of the accounts of subsidiaries | 1.0 | 1.0 |
Audit-related assurance services | 0.1 | 0.1 |
Fees charged to profit before tax | 2.2 | 2.5 |
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|
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NOTES TO THE FINANCIAL STATEMENTS
continued
2025 | 2024 | |
| Average employee numbers | 4,569 |
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | 296.9 | 307.3 |
Social security contributions | 37.8 | 36.4 |
Contributions to defined contribution plans | 16.3 | 16.4 |
Expenses related to defined benefit plans | 1.5 | 2.0 |
Equity-settled share-based payment expense | 6.3 | 5.5 |
Personnel expenses | 358.8 | 367.6 |
| 2025 | 2024 | |
| £m | £m | |
Short-term employee benefits | 4.5 | 4.2 |
Social security contributions | 0.7 | 0.9 |
Contributions to defined contribution pension scheme | 0.1 | - |
Equity-settled share-based payment expense | 2.5 | 3.9 |
Termination benefits | - | 0.6 |
Key management personnel remuneration | 7.8 | 9.6 |
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6. DIRECTORS AND EMPLOYEE COSTS continued
| Number of share options | Long-term | Deferred | Save As |
| incentive plan | bonus scheme | You Earn | |
| In thousands | |||
At 1 January 2025 | 5,118 | 352 | 2,007 |
Granted | 2,512 | - | 1,983 |
Lapsed | (838) | - | (847) |
Exercised | (387) | (202) | (146) |
At 31 December 2025 | 6,405 | 150 | 2,997 |
| Exercisable at 31 December 2025 | 1,028 | - | 252 |
| Weighted average remaining contractual life (years) | 7.7 | 0.2 | 2.6 |
| Range of exercise prices (£) | - | - | 4.68-9.68 |
| Number of share options | Long-term | Deferred | Save As |
| incentive plan | bonus scheme | You Earn | |
| In thousands | |||
At 1 January 2024 | 4,603 | 341 | 2,595 |
Granted | 1,467 | 150 | 489 |
Lapsed | (704) | - | (481) |
Exercised | (248) | (139) | (596) |
At 31 December 2024 | 5,118 | 352 | 2,007 |
Exercisable at 31 December 2024 | 1,139 | - | - |
Weighted average remaining contractual life (years) | 7.6 | 1.3 | 2.0 |
Range of exercise prices (£) | - | - | 4.68 - 9.68 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
| 2025 | 2024 | ||
| Note | £m | £m | |
Interest accrued on loans to joint ventures | 15 | 35.4 | 25.7 |
Bank interest | 3.0 | 3.2 | |
Net pension finance credit | 17 | 1.7 | 1.6 |
Finance income | 40.1 | 30.5 | |
Imputed interest on deferred term land creditors | (22.0) | (21.7) | |
Interest on lease liabilities | 14 | (5.6) | (5.4) |
Exceptional discount unwind on building safety provision | 4,22 | (8.0) | (8.0) |
Bank, commitment fees and other interest | (55.0) | (60.8) | |
Finance expense | (90.6) | (95.9) | |
Net finance expense | (50.5) | (65.4) |
| 2025 | 2024 | ||
| Note | £m | £m | |
| Current year excluding residential property developer tax | 28.3 | 8.1 | |
| Residential property developer tax | 5.6 | 1.6 | |
| Adjustments in respect of prior years | 14.9 | 5.2 | |
Current income tax expense | 48.8 | 14.9 | |
| Origination and reversal of temporary differences excl. residential property developer tax | 20.9 | 21.2 | |
| Residential property developer tax | 2.1 | 1.3 | |
| Adjustments in respect of prior years | (13.6) | (7.0) | |
Deferred income tax expense | 16 | 9.4 | 15.5 |
Income tax expense | 58.2 | 30.4 |
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8. INCOME TAX EXPENSE continued
| 2025 | 2024 | |
| £m | £m | |
Profit before tax | 196.2 | 104.9 |
Income tax on profit before tax at standard UK corporation tax rate of 25.0% (2024: 25.0%) | 49.1 | 26.2 |
Residential property developer tax | 7.7 | 2.9 |
Non-deductible expenses | 3.4 | 0.5 |
Tax effect of share of results of joint ventures | (3.2) | 2.4 |
Tax rate differences | (0.7) | 0.5 |
Adjustments to the tax charge in respect of prior years | 1.3 | (1.8) |
Other timing differences | 0.6 | (0.3) |
Income tax expense | 58.2 | 30.4 |
Effective tax rate | 29.7% | 29.0% |
| 2025 | 2024 | ||
| Note | £m | £m | |
Credit relating to actuarial movements on pension scheme | 16 | 0.2 | 1.2 |
Credit/(expense) relating to equity-settled share-based payments | 16 | 0.3 | (3.1) |
Deferred tax credit/(expense) | 0.5 | (1.9) |
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NOTES TO THE FINANCIAL STATEMENTS
continued
9. EARNINGS PER SHARE
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
| 2025 | 2024 | ||
| Note | £m | £m | |
Profit for the year attributable to equity holders of the parent | 138.0 | 74.5 | |
Adjusted profit for the year attributable to equity holders of the parent | 4 | 193.9 | 188.9 |
EARNINGS PER SHARE
Note | 2025 | 2024 | |
| Basic earnings per share | 42.2p | 22.0p | |
Diluted earnings per share | 42.0p | 21.8p | |
Adjusted basic earnings per share | 4 | 59.3p | 55.9p |
WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
| Basic | Diluted | Basic | Diluted | |
| 2025 | 2025 | 2024 | 2024 | |
| m | m | m | m | |
Weighted average number of ordinary shares for the year ended 31 December | 326.9 | 328.3 | 338.1 | 341.8 |
The basic weighted average number of ordinary shares is calculated by time-weighting the ordinary shares in issue during the period
based on new issues and share buybacks. This figure excludes treasury shares and shares held in the Employee Stock Ownership Plan
(ESOP) Trust but includes any outstanding vested nil-cost options in relation to equity-settled share-based payment arrangements.
The diluted weighted average number of ordinary shares is calculated as the basic weighted average number, plus any other potentially
outstanding shares in relation to the equity-settled share-based payment arrangements. A total of nil shares that could potentially
dilute earnings per share in the future were excluded from the above calculations because they were anti-dilutive at 31 December 2025
(2024: nil shares).
10. DISTRIBUTIONS
The Group has made the following distributions:
| 2025 | 2024 | |
| £m | £m | |
Share buyback announced 18 April 2024 | - | 100.7 |
Share buyback announced 12 September 2024 | 56.2 | 44.1 |
Distributions | 56.2 | 144.8 |
On 18 April 2024, the Group commenced an ordinary share buyback programme of £100m in lieu of a final dividend for 2023.
The programme was completed on 4 September 2024, with a total of 7.7m ordinary shares repurchased. Of the shares repurchased,
7.5m were cancelled. The total distribution, including stamp duty and fees, was £100.7m.
On 12 September 2024, the Group announced a further ordinary share buyback programme to repurchase up to £55m of ordinary
shares in lieu of an interim dividend for 2024, together with a separate special buyback of up to £75m. The Group engaged brokers
to manage the first tranche of the programme up to £43.4m and issued an irrevocable instruction for the brokers to operate within
pre-set parameters during the closed period ahead of the Group’s trading update on 15 January 2025.
By 31 December 2024, the Group had repurchased 2.5m shares at a total cost of £21.8m including stamp duty and fees. All 2.5m
shares were subsequently cancelled. The remaining portion of the first tranche, amounting to £22.3m including stamp duty and
fees, was recognised as a financial liability at year end. The total distribution including stamp duty and fees was £44.1m.
The opening financial liability as at 1 January 2025 was £22.3m. The Group repurchased a further 11.5m ordinary shares, 11.0m of
which were subsequently cancelled, for a total consideration of £71.2m including stamp duty and fees. On 31 December 2025, the
Group issued an irrevocable instruction to its brokers to continue operating the programme during the closed period ahead of the
trading update on 14 January 2026, and recognised a financial liability at 31 December 2025 of £7.3m including stamp duty and fees
accordingly. Total distributions for the year were £56.2m.
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ASSUMPTION | APPROACH USED IN DETERMINING VALUES |
| The Group’s medium-term target is for annual volume growth of between 5% and 8%. Reflecting the | |
| unprecedented levels of Government funding announced for affordable housing and the potential for Open | |
| Volume growth | Market sales to increase from low levels experienced in 2025, the Directors expect growth to exceed this |
| range in 2026 and then remain within the target range through to 2030. Pricing expectations reflect local | |
| market conditions, anticipated demand and the expected product mix. Forecast cash investment in land and | |
| inventories is aligned to the projected increase in output. | |
| Adjusted operating margin is projected to increase from 8.5% in 2025 towards the Group’s medium-term target | |
| of 12.0%. The Directors consider this target achievable based on: | |
| • Historical performance: the Group’s average adjusted operating margin over the past five years was 11.4%. | |
| Adjusted | • Market conditions: challenging market conditions have prevailed for much of the past five years, and the |
| operating margin | Group anticipates improvement over the medium-term, as set out in the Market Environment section on |
| pages 14 to 17. | |
| • New land: margins in 2024 and 2025 were impacted by the transition of former Housebuilding sites to the | |
| Partnerships model. This effect is expected to diminish progressively as older sites complete and are replaced | |
| with newer sites acquired under Partnerships return criteria. | |
| Operating cash | Operating cash conversion is expected to exceed 100% in the short-term as the Group reduces capital |
| conversion | employed in former Housebuilding sites, which are more capital-intensive. Cash conversion is expected to be |
| between 65% and 70% up to 2030 and 100% in the terminal value. | |
| Pre-tax | The real pre-tax discount rate applied is 13.1% (2024: 13.9%). This reflects the current market assessment of the |
| discount rate | time value of money and the risks specific to the Group. |
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NOTES TO THE FINANCIAL STATEMENTS
continued
11. GOODWILL continued
| Volume growth | A reduction in the compound annual growth rate from 9.1% to 4.6% across the five-year period and in the |
| terminal value. | |
| Adjusted | Adjusted operating margin remaining flat at 8.5% over the five-year period to 2030. |
| operating margin | |
| Operating cash | A reduction in operating cash conversion from 100% to 76% in the terminal value. |
| conversion | |
| Discount rate | An increase in the real pre-tax discount rate from 13.1% to 15.3% across the five-year forecast period and in the |
| terminal value. |
| A reduction in the compound annual growth rate from 9.1% in the base case to 5.0% across the five-year | |
| Volume growth | forecast period and in the terminal value, representing a severe decrease from the base case assumption and |
| positioning growth at the lower end of the Group’s medium-term target range. | |
| Adjusted | Adjusted operating margin capped at 9.8% across the five-year forecast period and the terminal value, |
| operating margin | representing a reduction of 160bps compared with both the Group’s five-year historical average and 220bps |
| below its medium-term margin target. | |
| Operating cash | A reduction in operating cash conversion in 2026 to 55%. |
| conversion | |
Discount rate | No change in the real pre-tax discount rate across the five-year forecast period and in the terminal value. |
| Customer | Other | |||
| relationships | Brand | intangible | ||
| and contracts | names | assets | Tot al | |
| £m | £m | £m | £m | |
At 1 January and 31 December 2024 | 363.1 | 137.0 | 2.7 | 502.8 |
Disposals | - | - | (1.8) | (1.8) |
At 31 December 2025 | 363.1 | 137.0 | 0.9 | 501.0 |
| ACCUMULATED AMORTISATION | ||||
At 1 January 2024 | 81.4 | 10.4 | 1.7 | 93.5 |
Charge for the year | 34.2 | 5.3 | 1.0 | 40.5 |
At 31 December 2024 | 115.6 | 15.7 | 2.7 | 134.0 |
Charge for the year | 34.1 | 5.5 | - | 39.6 |
Disposals | - | - | (1.8) | (1.8) |
At 31 December 2025 | 149.7 | 21.2 | 0.9 | 171.8 |
| NET BOOK VALUE AT 31 DECEMBER | ||||
2024 | 247.5 | 121.3 | - | 368.8 |
2025 | 213.4 | 115.8 | - | 329.2 |
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2025 | 2024 | |||||
| Plant and | Plant and | |||||
| COST | Property | equipment | Tot al | Property | equipment | Total |
| £m | £m | £m | £m | £m | £m | |
At 1 January | 21.6 | 11.0 | 32.6 | 23.1 | 7.6 | 30.7 |
Additions | 4.7 | 6.3 | 11.0 | 3.0 | 3.9 | 6.9 |
Disposals | (10.5) | - | (10.5) | (4.5) | (0.5) | (5.0) |
At 31 December | 15.8 | 17.3 | 33.1 | 21.6 | 11.0 | 32.6 |
| ACCUMULATED DEPRECIATION | ||||||
At 1 January | 8.5 | 1.3 | 9.8 | 9.8 | 0.8 | 10.6 |
Charge for the year | 2.8 | 1.0 | 3.8 | 1.8 | 1.0 | 2.8 |
Disposals | (7.8) | - | (7.8) | (3.1) | (0.5) | (3.6) |
At 31 December | 3.5 | 2.3 | 5.8 | 8.5 | 1.3 | 9.8 |
Net book value | 12.3 | 15.0 | 27.3 | 13.1 | 9.7 | 22.8 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
14. RIGHT
-
OF
-
USE ASSETS AND LEASE LIABILITIES continued
LEASING ARRANGEMENTS
2025 | 2024 | |||||
| RECONCILIATION OF MOVEMENT | Plant and | Plant and | ||||
| Property | equipment | Tot al | Property | equipment | Total | |
| IN LEASE LIABILITIES | £m | £m | £m | £m | £m | £m |
At 1 January | 81.2 | 15.2 | 96.4 | 85.7 | 12.6 | 98.3 |
Interest recognised | 4.7 | 0.9 | 5.6 | 4.7 | 0.7 | 5.4 |
Payments made | (28.9) | (9.0) | (37.9) | (25.3) | (7.2) | (32.5) |
Additions | 25.0 | 10.2 | 35.2 | 10.6 | 7.1 | 17.7 |
Modifications | (1.9) | 0.7 | (1.2) | 5.5 | 2.0 | 7.5 |
At 31 December | 80.1 | 18.0 | 98.1 | 81.2 | 15.2 | 96.4 |
MINIMUM LEASE PAYMENTS
| 2025 | 2024 | |
| £m | £m | |
Less than 1 year | 34.9 | 34.8 |
Between 1 and 2 years | 24.9 | 21.1 |
Between 2 and 5 years | 26.8 | 29.5 |
Later than 5 years | 27.3 | 30.6 |
Lease payments | 113.9 | 116.0 |
Effect of discounting to present value | (15.8) | (19.6) |
Lease liabilities | 98.1 | 96.4 |
Current | 26.4 | 29.4 |
Non-current | 71.7 | 67.0 |
Lease liabilities | 98.1 | 96.4 |
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2025 | 2024 | |||||||
| Provisions | Provisions | |||||||
| Equity | Loans | against loans | Total | Equity | Loans | against loans | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
| Opening investments in joint ventures | 169.2 | 518.3 | (73.6) | 613.9 | 199.6 | 429.2 | (66.2) | 562.6 |
Acquisition of joint venture | - | - | - | - | - | 27.3 | - | 27.3 |
Loans advanced | - | 358.4 | - | 358.4 | - | 321.1 | - | 321.1 |
Loans repaid | - | (320.5) | - | (320.5) | - | (251.4) | - | (251.4) |
Non-cash movements | - | 21.8 | - | 21.8 | - | (21.8) | - | (21.8) |
Fair value adjustments to loans | - | - | - | - | (0.8) | 0.8 | - | |
Share of net profit for the year before exceptional item | 24.3 | - | (0.2) | 24.1 | 33.0 | - | (8.8) | 24.2 |
Exceptional item related to building safety | - | - | - | - | (20.9) | - | - | (20.9) |
Dividends declared by joint ventures | (38.2) | - | - | (38.2) | (42.5) | - | - | (42.5) |
Interest accrued on loans to joint ventures | - | 35.4 | - | 35.4 | - | 25.1 | - | 25.1 |
Interest waived on loans to joint ventures | - | (6.2) | 6.2 | - | - | - | - | - |
| Movement in provision against accrued | - | - | - | - | - | - | 0.6 | 0.6 |
| interest on loans to joint ventures | ||||||||
Interest received on loans to joint ventures | - | (3.0) | - | (3.0) | - | (10.4) | - | (10.4) |
Deferred gains on downstream transactions | (11.1) | - | - | (11.1) | - | - | - | - |
Closing investment in joint ventures | 144.2 | 604.2 | (67.6) | 680.8 | 169.2 | 518.3 | (73.6) | 613.9 |
Other investments | - | - | - | - | 0.1 | - | - | 0.1 |
Total investments | 144.2 | 604.2 | (67.6) | 680.8 | 169.3 | 518.3 | (73.6) | 614.0 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
| Countryside | Clapham Park | Vistry | Countryside | Linden | Bovis | ||||
| INCOME STATEMENTS | L&Q | Greenwich | Stanton Cross | (Metropolitan | Latimer | Sovereign | Homes | Latimer | |
– CONTINUING | (Beaulieu Park) | Millennium | Developments | Countryside) | Collingtree | Swindon | (Sherford) | (Sherford) | |
| LLP | Village Ltd | LLP | LLP | LLP | LLP | LLP | LLP | Total | |
| OPERATIONS | £m | £m | £m | £m | £m | £m | £m | £m | £m |
Revenue | 63.0 | 12.7 | 37.1 | 89.2 | 44.6 | 28.8 | 32.1 | 17.6 | 325.1 |
Gross profit | 12.3 | 3.3 | 4.2 | 10.6 | 9.9 | 5.5 | 3.7 | 2.7 | 52.2 |
Administrative expenses | (0.2) | (1.7) | - | (0.2) | - | (0.1) | - | - | (2.2) |
Operating profit | 12.1 | 1.6 | 4.2 | 10.4 | 9.9 | 5.4 | 3.7 | 2.7 | 50.0 |
Net finance expense | - | - | - | (0.3) | (2.1) | (10.8) | (5.5) | (6.0) | (24.7) |
Income tax expense | (0.2) | (0.8) | - | (0.5) | - | - | - | - | (1.5) |
| Profit/(loss) and total | |||||||||
comprehensive income/(expense) for the year | 11.9 | 0.8 | 4.2 | 9.6 | 7.8 | (5.4) | (1.8) | (3.3) | 23.8 |
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15. INVESTMENTS continued
| Countryside | Clapham Park | Linden | Bovis | ||||||
| L&Q | Greenwich | Stanton Cross | (Metropolitan | Vistry Latimer | Countryside | Homes | Latimer | ||
| (Beaulieu Park) | Millennium | Developments | Countryside) | Collingtree | Sovereign | (Sherford) | (Sherford) | ||
| LLP | Village Ltd | LLP | LLP | LLP | Swindon LLP | LLP | LLP | Tot al | |
| BALANCE SHEET | £m | £m | £m | £m | £m | £m | £m | £m | £m |
Cash and cash equivalents | 0.5 | 3.2 | - | 0.3 | 2.3 | 0.2 | 1.2 | 0.8 | 8.5 |
Other current assets | 57.8 | 102.4 | 188.6 | 146.0 | 56.2 | 136.7 | 65.2 | 65.3 | 818.2 |
Current liabilities | (56.6) | (18.0) | (58.7) | (137.2) | (1.9) | (146.4) | (54.1) | (1.0) | (473.9) |
Non-current liabilities | - | (34.7) | (44.0) | (6.5) | (37.5) | (25.0) | (12.3) | (61.6) | (221.6) |
Net assets of joint ventures | 1.7 | 52.9 | 85.9 | 2.6 | 19.1 | (34.5) | - | 3.5 | 131.2 |
| Countryside | Clapham Park | Linden | Bovis | ||||||
| RECONCILIATION TO THE | L&Q | Greenwich | Stanton Cross | (Metropolitan | Vistry Latimer | Countryside | Homes | Latimer | |
| GROUP’S INVESTMENT | (Beaulieu Park) | Millennium | Developments | Countryside) | Collingtree | Sovereign | (Sherford) | (Sherford) | |
| CARRYING VALUE | LLP | Village Ltd | LLP | LLP | LLP | Swindon LLP | LLP | LLP | Total |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Net assets of joint ventures | 1.7 | 52.9 | 85.9 | 2.6 | 19.1 | (34.5) | - | 3.5 | 131.2 |
Group’s ownership interest | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% |
Group’s share of net assets | 0.9 | 26.5 | 43.0 | 1.3 | 9.6 | (17.3) | - | 1.8 | 65.8 |
| Group’s share of losses | |||||||||
| exceeding the Group’s | - | - | - | - | - | 17.3 | - | - | 17.3 |
| equity investment | |||||||||
Deferred gains on downstream transactions | - | - | (3.2) | - | - | - | - | - | (3.2) |
Group’s equity investment | 0.9 | 26.5 | 39.8 | 1.3 | 9.6 | - | - | 1.8 | 79.9 |
Gross loans to joint ventures | 25.6 | 1.0 | 1.7 | 59.0 | 16.8 | 68.7 | 25.2 | 23.4 | 221.4 |
Provisions against loans | - | - | - | - | - | (17.3) | - | - | (17.3) |
Carrying value of loans | 25.6 | 1.0 | 1.7 | 59.0 | 16.8 | 51.4 | 25.2 | 23.4 | 204.1 |
Investment in joint ventures | 26.5 | 27.5 | 41.5 | 60.3 | 26.4 | 51.4 | 25.2 | 25.2 | 284.0 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
| Countryside | |||||
| L&Q | Greenwich | Stanton Cross | Clapham Park | ||
| INCOME STATEMENTS | (Beaulieu | Millennium | Developments | (Metropolitan | |
| Park) LLP | Village Ltd | LLP | Countryside) LLP | Tot al | |
– CONTINUING OPERATIONS | £m | £m | £m | £m | £m |
Revenue | 60.2 | 78.5 | 58.8 | 102.3 | 299.8 |
Exceptional item | - | (41.8) | - | - | (41.8) |
Gross profit/(loss) | 16.0 | (30.0) | 3.6 | 18.1 | 7.7 |
Administrative expenses | (0.2) | (1.7) | - | (0.1) | (2.0) |
Operating profit/(loss) | 15.8 | (31.7) | 3.6 | 18.0 | 5.7 |
Net finance expense | 0.1 | (0.1) | - | - | - |
Income tax expense | - | 4.8 | - | - | 4.8 |
Profit/(loss) and total comprehensive income/(expense) for the year | 15.9 | (27.0) | 3.6 | 18.0 | 10.5 |
| Countryside | Clapham Park | ||||
| L&Q | Greenwich | Stanton Cross | (Metropolitan | ||
| (Beaulieu | Millennium | Developments | Countryside) | ||
| Park) LLP | Village Ltd | LLP | LLP | Tot al | |
| BALANCE SHEET | £m | £m | £m | £m | £m |
Cash and cash equivalents | 8.3 | 5.2 | 3.9 | 0.2 | 17.6 |
Other current assets | 82.6 | 95.8 | 182.6 | 65.4 | 426.4 |
Current liabilities | (86.9) | (16.7) | (63.8) | (59.7) | (227.1) |
Non-current liabilities | - | (31.2) | (40.9) | - | (72.1) |
Net assets of joint ventures | 4.0 | 53.1 | 81.8 | 5.9 | 144.8 |
| Countryside | Clapham Park | ||||
| L&Q | Greenwich | Stanton Cross | (Metropolitan | ||
| RECONCILIATION TO THE GROUP’S INVESTMENT | (Beaulieu | Millennium | Developments | Countryside) | |
| Park) LLP | Village Ltd | LLP | LLP | Tot al | |
| CARRYING VALUE | £m | £m | £m | £m | £m |
Net assets of joint ventures | 4.0 | 53.1 | 81.8 | 5.9 | 144.8 |
Group’s ownership interest | 50% | 50% | 50% | 50% | 50% |
Group’s share of net assets | 2.0 | 26.5 | 40.9 | 3.0 | 72.4 |
Deferred gains on downstream transactions | - | - | (3.2) | - | (3.2) |
Group’s equity investment | 2.0 | 26.5 | 37.7 | 3.0 | 69.2 |
Gross loans to joint ventures | 36.5 | - | - | 13.5 | 50.0 |
Carrying value of loans | 36.5 | - | - | 13.5 | 50.0 |
Investment in joint ventures | 38.5 | 26.5 | 37.7 | 16.5 | 119.2 |
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15. INVESTMENTS continued
| Group’s share | Group’s share | |||||
| Not | pre equity | Equity | post equity | |||
| INCOME STATEMENTS | individually | accounting | accounting | accounting | ||
| Material | material | Tot al | adjustments | adjustments | adjustments | |
– CONTINUING OPERATIONS | £m | £m | £m | £m | £m | £m |
Revenue | 325.1 | 770.1 | 1,095.2 | 541.6 | - | 541.6 |
Gross profit | 52.2 | 71.7 | 123.9 | 62.9 | 10.3 | 73.2 |
Administrative expenses | (2.2) | (3.8) | (6.0) | (3.0) | - | (3.0) |
Other operating income | - | 1.8 | 1.8 | - | - | - |
Operating profit | 50.0 | 69.7 | 119.7 | 59.9 | 10.3 | 70.2 |
Net finance expense | (24.7) | (61.4) | (86.1) | (42.5) | - | (42.5) |
Income tax expense | (1.5) | (4.6) | (6.1) | (3.0) | (0.6) | (3.6) |
Profit and total comprehensive income for the year | 23.8 | 3.7 | 27.5 | 14.4 | 9.7 | 24.1 |
| Group’s share | Group’s share | |||||
| Not | pre equity | Equity | post equity | |||
| INCOME STATEMENTS | individually | accounting | accounting | accounting | ||
| Material | material | Tot al | adjustments | adjustments | adjustments | |
– CONTINUING OPERATIONS | £m | £m | £m | £m | £m | £m |
Revenue | 299.8 | 813.7 | 1,113.5 | 549.9 | - | 549.9 |
Exceptional item | (41.8) | - | (41.8) | (20.9) | - | (20.9) |
Gross profit/(loss) | 7.7 | 64.2 | 71.9 | 34.8 | (1.5) | 33.3 |
Administrative expenses | (2.0) | (2.8) | (4.8) | (2.4) | - | (2.4) |
Operating profit /(loss) | 5.7 | 61.4 | 67.1 | 32.4 | (1.5) | 30.9 |
Net finance expense | - | (74.1) | (74.1) | (36.7) | (0.6) | (37.3) |
Income tax expense | 4.8 | 15.1 | 19.9 | 10.0 | (0.3) | 9.7 |
Profit/(loss) and total comprehensive income/(expense) for the year | 10.5 | 2.4 | 12.9 | 5.7 | (2.4) | 3.3 |
2025 | 2024 | |||||
| Not | Not | |||||
| individually | individually | |||||
| Material | material | Total | Material | material | Tot al | |
| BALANCE SHEET | £m | £m | £m | £m | £m | £m |
Cash and cash equivalents | 8.5 | 44.4 | 52.9 | 17.6 | 89.6 | 107.2 |
Other current assets | 818.2 | 1,247.9 | 2,066.1 | 426.4 | 1,521.3 | 1,947.7 |
Current liabilities | (473.9) | (556.6) | (1,030.5) | (227.1) | (557.4)* | (784.5)* |
Non-current liabilities | (221.6) | (703.1) | (924.7) | (72.1) | (1,015.0)* | (1,087.1)* |
Net assets of joint ventures | 131.2 | 32.6 | 163.8 | 144.8 | 38.5 | 183.3 |
*The 2024 comparatives have been reclassified to better reflect the maturity profile of land creditors, with £159.4m moving from current to non-current liabilities.
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NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
2025 | 2024 | |||||
| Not | Not | |||||
| RECONCILIATION TO THE GROUP’S INVESTMENT | individually | individually | ||||
| Material | material | Total | Material | material | Tot al | |
| CARRYING VALUE | £m | £m | £m | £m | £m | £m |
Net assets of joint ventures | 131.2 | 32.6 | 163.8 | 144.8 | 38.5 | 183.3 |
Group’s ownership interest | 50% | 25-60% | 25-60% | 50% | 25-50% | 25-50% |
Group’s share of net assets | 65.8 | 15.7 | 81.5 | 72.4 | 18.2 | 90.6 |
Group’s share of losses exceeding the Group’s equity | 17.3 | 59.7 | 77.0 | - | 81.8 | 81.8 |
Deferred gains on downstream transactions | (3.2) | (11.1) | (14.3) | (3.2) | - | (3.2) |
Group’s equity investment | 79.9 | 64.3 | 144.2 | 69.2 | 100.0 | 169.2 |
Gross loans to joint ventures | 221.4 | 382.8 | 604.2 | 50.0 | 468.3 | 518.3 |
Provisions against loans | (17.3) | (50.3) | (67.6) | - | (73.6) | (73.6) |
Carrying value of loans | 204.1 | 332.5 | 536.6 | 50.0 | 394.7 | 444.7 |
Investment in joint ventures | 284.0 | 396.8 | 680.8 | 119.2 | 494.7 | 613.9 |
| 2025 | 2024 | |
| £m | £m | |
Opening | 2,511.8 | 2,506.3 |
Additions | 6.3 | 5.5 |
Closing | 2,518.1 | 2,511.8 |
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|
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Assets | Liabilities | Net | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| GROUP | £m | £m | £m | £m | £m | £m |
Inventories | 34.3 | 48.1 | - | - | 34.3 | 48.1 |
Employee benefits – pensions | 0.7 | 0.7 | (9.4) | (9.2) | (8.7) | (8.5) |
Employee benefits – share-based payments | 5.3 | 4.0 | - | - | 5.3 | 4.0 |
Intangible assets | - | - | (95.7) | (107.1) | (95.7) | (107.1) |
Losses | 12.5 | 15.9 | - | - | 12.5 | 15.9 |
Corporate interest restriction | 1.2 | 6.4 | - | - | 1.2 | 6.4 |
Other short-term temporary differences | 7.4 | 6.3 | (3.8) | (3.7) | 3.6 | 2.6 |
Deferred tax assets/(liabilities) | 61.4 | 81.4 | (108.9) | (120.0) | (47.5) | (38.6) |
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NOTES TO THE FINANCIAL STATEMENTS
continued
16. DEFERRED TAX (LIABILITIES)/ASSETS continued
| Recognised | ||||
| Recognised | in equity and | |||
| Balance | in income | other income | Balance | |
| 1 Jan 2025 | (note 8) | (note 8) | 31 Dec 2025 | |
| GROUP | £m | £m | £m | £m |
Inventories | 48.1 | (13.8) | - | 34.3 |
Employee benefits – pensions | (8.5) | (0.4) | 0.2 | (8.7) |
Employee benefits – share-based payments | 4.0 | 1.0 | 0.3 | 5.3 |
Intangible assets | (107.1) | 11.5 | - | (95.6) |
Losses | 15.9 | (3.4) | - | 12.5 |
Corporate interest restriction | 6.4 | (5.2) | - | 1.2 |
Other short-term temporary differences | 2.6 | 0.9 | - | 3.5 |
Movement in temporary differences | (38.6) | (9.4) | 0.5 | (47.5) |
| Recognised in | ||||
| Recognised | equity and other | |||
| Balance | in income | income | Balance | |
| 1 Jan 2024 | (note 8) | (note 8) | 31 Dec 2024 | |
| GROUP | £m | £m | £m | £m |
Inventories | 77.9 | (29.8) | - | 48.1 |
Employee benefits – pensions | (9.0) | (0.7) | 1.2 | (8.5) |
Employee benefits – share-based payments | 5.5 | 1.6 | (3.1) | 4.0 |
Provisions | 0.2 | (0.2) | - | - |
Intangible assets | (118.4) | 11.3 | - | (107.1) |
Losses | 19.7 | (3.8) | - | 15.9 |
Corporate interest restriction | 1.0 | 5.4 | - | 6.4 |
Other short-term temporary differences | 1.9 | 0.7 | - | 2.6 |
Movement in temporary differences | (21.2) | (15.5) | (1.9) | (38.6) |
178
|
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NOTES TO THE FINANCIAL STATEMENTS
continued
17. RETIREMENT BENEFIT ASSETS continued
2025 | 2024 | |||||
| Assets | Obligations | Net | Assets | Obligations | Net | |
| £m | £m | £m | £m | £m | £m | |
As at 1 January | 240.2 | (208.5) | 31.7 | 267.2 | (233.0) | 34.2 |
Employer contributions received | - | - | - | 0.2 | - | 0.2 |
Administration costs | (0.6) | - | (0.6) | - | - | - |
Benefits paid | (12.6) | 12.6 | - | (11.6) | 11.6 | - |
Interest income / (expense) | 12.8 | (11.1) | 1.7 | 11.9 | (10.3) | 1.6 |
Actual return on assets less interest | (8.4) | - | (8.4) | (27.5) | - | (27.5) |
Change in assumptions used to value obligations | - | 5.7 | 5.7 | - | 23.0 | 23.0 |
Experience gains | - | 2.1 | 2.1 | - | 0.2 | 0.2 |
As at 31 December | 231.4 | (199.2) | 32.2 | 240.2 | (208.5) | 31.7 |
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17. RETIREMENT BENEFIT ASSETS continued
| 2025 | 2024 | |
| RETURN SEEKING | £m | £m |
| Equities | - | 11.6 |
OTHER Buy-in policies | 152.0 | - |
Bonds | - | 70.1 |
Cash | 33.7 | 33.4 |
Insured annuities | 45.7 | 48.7 |
Liability driven investments | - | 76.4 |
Market value of assets | 231.4 | 240.2 |
| 2025 | 2024 | |
| Group | % | % |
Discount rate as at 31 December | 5.5 | 5.5 |
Inflation - RPI | 3.0 | 3.2 |
- CPI | 2.7 | 2.9 |
| 2025 | ||
Remaining years of life expectancies | Current age at 43 | Current age at 63 |
Men | 25.5 | 24.1 |
Women | 28.0 | 26.6 |
Assumption | Change in assumption | Change in defined benefit |
| obligation | ||
Discount rate | +0.5ppts / - 0.5ppts | -6% / +6% |
RPI and CPI inflation | +0.5ppts / -0.5 ppts | +3% / -4% |
Assumed life expectancy | +1 year | +4% |
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NOTES TO THE FINANCIAL STATEMENTS
continued
| 2025 | 2024 | |
| Group | £m | £m |
Work in progress | 1,256.4 | 1,091.3 |
Part exchange properties | 39.5 | 42.0 |
Land held for development | 1,932.4 | 1,875.0 |
Inventories | 3,228.3 | 3,008.3 |
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
| Trade receivables | 237.7 | 211.0 | - | - |
Contract assets | 270.2 | 272.7 | - | - |
Amounts due from subsidiary undertakings | - | - | 287.0 | 240.8 |
Amounts due from joint ventures | 96.5 | 104.0 | - | - |
Amounts due from joint operations | 47.3 | 48.5 | - | - |
Prepayments and accrued income | 64.3 | 60.5 | - | - |
Value added tax recoverable | 7.1 | 24.3 | - | - |
Other receivables | 37.4 | 39.4 | 4.4 | 4.4 |
Trade and other receivables - current | 760.5 | 760.4 | 291.4 | 245.2 |
Trade receivables | 49.1 | - | - | - |
Trade and other receivables - non-current | 49.1 | - | - | - |
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19. TRADE AND OTHER RECEIVABLES continued
Trade and other receivables are shown net of their expected credit loss allowances of £8.6m (2024: £3.4m). The Group’s standard
invoice payment terms are 30 days. Trade receivables which are past due for which no loss provision has been recognised are not
material in either year. The Directors consider that the carrying amount of trade receivables approximates to their fair value.
The carrying value of amounts due from subsidiary undertakings represents the Company’s maximum credit risk. Interest is charged on
these amounts at a rate of 3.1% per annum. These balances are repayable on demand.
The changes in contract assets during the year were as follows:
| 2025 | 2024 | |
| £m | £m | |
As at 1 January | 272.7 | 165.9 |
Performance obligations satisfied in the year | 2,231.4 | 2,347.2 |
Amounts transferred to trade receivables | (2,233.9) | (2,240.4) |
As at 31 December | 270.2 | 272.7 |
| 2025 | 2024 | |
| £m | £m | |
Cash and cash equivalents | 353.7 | 320.3 |
Borrowings | (497.9) | (501.0) |
Net debt | (144.2) | (180.7) |
Group | Company | ||||||
| Facility | 2025 | 2024 | 2025 | 2024 | |||
At 31 December | Rate | £m | Maturity | £m | £m | £m | £m |
Revolving credit facility 1 | SONIA +160-250bps | 500.0 | 2028 | - | - | - | - |
Term Loan 2 | SONIA +190-310bps | 400.0 | 2028 | 400.0 | 400.0 | 400.0 | 400.0 |
USPP Loan 3 | 403bps | 100.0 | 2027 | 102.7 | 103.7 | 100.0 | 100.0 |
Prepaid facility fee | n/a | n/a | n/a | (4.8) | (2.7) | (2.8) | (2.7) |
Money market facility 4 | SONIA plus margin | 75.0 | Rolling | - | - | - | - |
Trade loan 5 | SONIA +170bps | 50.0 | Rolling | - | - | - | - |
Overdraft facility | BoE Base +150bps | 5.0 | Rolling | - | - | - | - |
| Borrowings | 1,130.0 | 497.9 | 501.0 | 497.2 | 497.3 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
20. CASH AND CASH EQUIVALENTS AND BORROWINGS continued
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
| Trade payables | 391.8 | 334.0 | - | - |
Land creditors | 547.8 | 324.0 | - | - |
Contract liabilities | 66.5 | 51.3 | - | - |
Taxation and social security | 23.9 | 11.8 | - | - |
Amounts payable to joint ventures | 139.6 | 97.6 | - | |
Amounts payable to joint operations | 48.4 | 45.7 | - | - |
Other payables | 36.3 | 14.1 | - | - |
Accruals | 278.9 | 411.2 | 2.9 | 3.2 |
Deferred income | 41.6 | 91.7 | - | - |
Other financial liabilities | 7.3 | 22.3 | 7.3 | 22.3 |
Trade and other payables - current | 1,582.1 | 1,403.7 | 10.2 | 25.5 |
Land creditors | 441.9 | 415.9 | - | - |
Trade and other payables - non-current | 441.9 | 415.9 | - | - |
| 2025 | 2024 | |
| £m | £m | |
As at 1 January | 51.3 | 73.9 |
Performance obligations satisfied in the year | (51.3) | (73.9) |
Cash received for performance obligations not yet satisfied | 66.5 | 51.3 |
As at 31 December | 66.5 | 51.3 |
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| Building safety | Customer care | Completed sites | Other | Total | |
| £m | £m | £m | £m | £m | |
As at 31 December 2024 | 324.4 | - | - | 28.8 | 353.2 |
Additional provisions | 14.3 | - | - | - | 14.3 |
Additional provisions - change in discount rate | 3.1 | - | - | - | 3.1 |
Transferred from accruals | - | 22.1 | 36.5 | - | 58.6 |
Utilised in the year | (46.2) | - | - | (11.5) | (57.7) |
Unwind of discounting | 8.0 | - | - | - | 8.0 |
As at 31 December 2025 | 303.6 | 22.1 | 36.5 | 17.3 | 379.5 |
Current | 90.4 | 11.2 | - | 8.1 | 109.7 |
Non-current | 213.2 | 10.9 | 36.5 | 9.2 | 269.8 |
| Change in | Change in provision | |
| Assumption | assumption | £m |
Number of buildings | +5% | +15.2 |
Remediation spend on current known buildings | +10% | +25.2 |
Discount rate | +/-50bps | +/-2.2 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
23. FINANCIAL RISK MANAGEMENT
GROUP
The Group’s activities expose it to a variety of financial risks which have been identified as: market risk, credit risk and liquidity risk.
Given that the Group trades exclusively in the UK and all financial assets and liabilities are denominated in Pounds sterling, there is no
material currency risk.
186
|
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23. FINANCIAL RISK MANAGEMENT continued
COMPANY
The Company’s activities expose it to a limited number of financial risks which have been identified as: credit risk and liquidity risk.
The Company’s exposure to credit risk is limited because all outstanding balances are receivable from companies within the Group.
The Company manages liquidity risk in the same manner as the Group described above.
24. FINANCIAL INSTRUMENTS
| Total | ||||||
| Less than 1 | Between | Between | Over | undiscounted | Carrying | |
| year | 1-2 years | 2-5 years | 5 years | cash flows | amount | |
| 31 December 2025 | £m | £m | £m | £m | £m | £m |
NON - DERIVATIVE FINANCIAL LIABILITIES | ||||||
Borrowings | 29.4 | 127.4 | 411.6 | - | 568.4 | 497.9 |
Trade and other payables excluding land creditors | 926.2 | - | - | - | 926.2 | 926.2 |
Land creditors | 581.5 | 286.8 | 145.6 | 36.6 | 1,050.5 | 989.7 |
Lease liabilities | 34.9 | 24.9 | 26.8 | 27.3 | 113.9 | 98.1 |
Financial liabilities | 1,572.0 | 439.1 | 584.0 | 63.9 | 2,659.0 | 2,511.9 |
| Total | ||||||
| Less than 1 | Between | Between | Over | undiscounted | Carrying | |
| year | 1-2 years | 2-5 years | 5 years | cash flows | amount | |
| 31 December 2024 | £m | £m | £m | £m | £m | £m |
NON - DERIVATIVE FINANCIAL LIABILITIES | ||||||
Borrowings | 33.4 | 433.4 | 102.0 | - | 568.8 | 501.0 |
Trade and other payables excluding land creditors | 936.6 | - | - | - | 936.6 | 936.5 |
Land creditors | 337.2 | 328.1 | 102.5 | 0.1 | 767.9 | 739.9 |
Lease liabilities | 34.8 | 21.1 | 29.5 | 30.6 | 116.0 | 96.4 |
Financial liabilities | 1,342.0 | 782.6 | 234.0 | 30.7 | 2,389.3 | 2,273.8 |
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NOTES TO THE FINANCIAL STATEMENTS
continued
25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
| Loans and | |||
| advances from | |||
| joint ventures | Leases | Borrowings | |
| Ordinary shares | £m | £m | £m |
At 1 January 2024 | (54.3) | (98.3) | (507.1) |
Interest expense | - | (5.4) | (60.8) |
New leases and modifications | - | (25.2) | - |
Changes in fair value | - | - | 0.9 |
Disposal of subsidiary undertaking | - | - | 5.5 |
Non-cash movements | 27.8 | - | 2.5 |
| Financing cash flows: | |||
Net loans and advances made by joint ventures | (71.1) | - | - |
Lease principal and interest payments | - | 32.5 | - |
Interest paid on borrowings | - | - | 56.8 |
Repayment of bank loans | - | - | 1.2 |
At 31 December 2024 | (97.6) | (96.4) | (501.0) |
Interest expense | - | (5.6) | (55.0) |
New leases and modifications | - | (34.0) | - |
Changes in fair value | - | - | 1.0 |
Non-cash movements | (17.9) | - | (2.3) |
| Financing cash flows: | |||
Net loans and advances made by joint ventures | (27.6) | - | - |
Lease principal and interest payments | - | 37.9 | - |
Interest paid on borrowings | - | - | 59.4 |
At 31 December 2025 | (143.1) | (98.1) | (497.9) |
2025 | 2024 | |||||
| Number | Issued | Share | Number | Issued | Share | |
| of shares | capital | premium | of shares | capital | premium | |
| Ordinary shares | m | £m | £m | m | £m | £m |
In issue at 1 January | 331.8 | 165.9 | 361.3 | 346.9 | 173.4 | 361.0 |
Issued for cash | - | - | - | - | - | 0.3 |
Bonus issue of deferred shares | 144,775.6 | 1,447.8 | - | - | - | - |
Cancellation of deferred shares | (144,775.6) | (1,447.8) | - | - | - | - |
Cancellation of shares | (11.0) | (5.5) | - | (15.1) | (7.5) | - |
In issue at 31 December - fully paid | 320.8 | 160.4 | 361.3 | 331.8 | 165.9 | 361.3 |
188
|
Vistry Group PLC
26. ISSUED CAPITAL, SHARE PREMIUM AND MERGER RESERVE continued
Expenses paid to related parties | Amounts payable to related parties | Amounts owed by related parties | ||||
| 2025 | 2024 | 31 Dec 2025 | 31 Dec 2024 | 31 Dec 2025 | 31 Dec 2024 | |
| TRADING TRANSACTIONS | £000 | £000 | £000 | £000 | £000 | £000 |
Ardent Hire Solutions Limited | 8,405 | 13,819 | 1,155 | 669 | - | - |
The Housing Forum | 26 | 32 | - | - | - | - |
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
27. RELATED PARTY TRANSACTIONS continued
| 2025 | 2024 | |
| £m | £m | |
Land sales to joint ventures | 42.6 | 43.7 |
Management fees charged to joint ventures | 52.3 | 47.0 |
Goods and services procured on behalf of and recharged to joint ventures | 200.3 | 292.8 |
Dividends declared by joint ventures | 38.2 | 42.5 |
Interest receivable from joint ventures | 35.4 | 25.7 |
| 2025 | 2024 | |
| £m | £m | |
Trading transactions | 304.3 | 336.7 |
Loans made to joint ventures | (358.4) | (342.9) |
Loan repayments from joint ventures | 320.5 | 273.2 |
Interest received on loans to joint ventures | 3.0 | 10.4 |
Dividends received from joint ventures | 29.2 | 42.5 |
Loans and advances made by joint ventures | 72.0 | 81.2 |
Loans and advances repaid to joint ventures | (44.4) | (10.4) |
Amounts owed by related parties | Amounts owed to related parties | |||
| 31 Dec 2025 | 31 Dec 2024 | 31 Dec 2025 | 31 Dec 2024 | |
| £m | £m | £m | £m | |
| Balances with joint ventures: | ||||
Gross loans | 604.2 | 518.3 | - | - |
Amounts due from/payable to joint ventures | 96.5 | 104.0 | 139.6 | 97.6 |
29. EVENTS AFTER THE REPORTING PERIOD
In the period from 1 January 2026 to 3 March 2026, the Company purchased 1.3m ordinary shares, which were subsequently cancelled,
for a total consideration of £8.5m (including stamp duty and fees).
There were no other material events arising after the reporting date.
190
|
Vistry Group PLC
| Ownership interest in | |||||
| ordinary shares % | |||||
| Registered | Country of | 2024 | 2025 | ||
| Office | incorporation | ||||
Arlesey East LLP† | 1 | UK | 100 | 100 | |
Berrywood Estates Limited† | 16 | UK | 100 | 100 | |
Blythe Park LLP | 1 | UK | 100 | 100 | |
Bovis Country Homes Limited | 1 | UK | 100 | 100 | |
Bovis Homes (Broadbridge Heath) Limited | 1 | UK | 100 | 100 | |
Bovis Homes (Quest) Company Limited | 1 | UK | 100 | 100 | |
Bovis Homes BVC Limited | 1 | UK | 100 | 100 | |
Bovis Homes Cornwall Limited | 1 | UK | 100 | 100 | |
Bovis Homes Eastern Limited | 1 | UK | 100 | 100 | |
Bovis Homes Freeholds Limited | 1 | UK | 100 | 100 | |
Bovis Homes Insulation Limited | 1 | UK | 100 | 100 | |
Bovis Homes Limited | 1 | UK | 100 | 100 | |
Bovis Homes Midlands & Northern Limited | 1 | UK | 100 | 100 | |
Bovis Homes North Whiteley LLP | 1 | UK | 100 | 100 | |
Bovis Homes Pension Scheme Trustee Limited† | 1 | UK | 100 | 100 | |
Bovis Homes Projects Limited | 1 | UK | 100 | 100 | |
Bovis Homes Scotland Limited | 2 | UK | 100 | 100 | |
Bovis Homes South East Limited | 1 | UK | 100 | 100 | |
Bovis Homes Southern Limited | 1 | UK | 100 | 100 | |
Bovis Homes Wessex Limited | 1 | UK | 100 | 100 | |
Brenthall Park (One) Limited | 16 | UK | 100 | 100 | |
Brunel Street Works Energy Services Limited | 1 | UK | 100 | 100 | |
Bury St Edmunds (Countryside) LLP† | 1 | UK | 100 | - | |
Chartdale Limited | 1 | UK | 100 | 100 | |
Copthorn Holdings Limited | 1 | UK | 100 | 100 | |
Countryside (UK) Limited | 1 | UK | 100 | 100 | |
Countryside 26 Limited | 1 | UK | 100 | 100 | |
Countryside 28 Limited | 1 | UK | 100 | 100 | |
Countryside Cambridge One Limited | 1 | UK | 100 | 100 | |
Countryside Cambridge Two Limited | 1 | UK | 100 | 100 | |
Countryside Developments Limited | 1 | UK | 100 | 100 | |
Countryside Four Limited | 1 | UK | 100 | 100 | |
Countryside Partnerships Limited | 1 | UK | 100 | 100 | |
Countryside Partnerships Southern Limited | 1 | UK | 100 | 100 | |
Countryside Partnerships Southern No.1 Limited | 1 | UK | 100 | 100 | |
Countryside Places for People (Cowley Hill) LLP | 1 | UK | 100 | 100 | |
Countryside Properties (Commercial) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Housebuilding) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (In Partnership) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Joint Ventures) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (London & Thames Gateway) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Northern) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Salford Quays) Limited | 16 | UK | 100 | 100 | |
Countryside Properties (Southern) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Special Projects) Limited | 1 | UK | 100 | 100 | |
| Ownership interest in | |||||
| ordinary shares % | |||||
| Registered | Country of | 2024 | 2025 | ||
| Office | incorporation | ||||
Countryside Properties (Springhead) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Strategic Land) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (Uberior) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (UK) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (WGL) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (WHL) Limited | 1 | UK | 100 | 100 | |
Countryside Properties (WPL) Limited | 1 | UK | 100 | 100 | |
Countryside Properties Land (One) Limited | 1 | UK | 100 | 100 | |
Countryside Properties Land (Two) Limited | 1 | UK | 100 | 100 | |
Countryside Properties Residential (ABC) Limited ‡ | 16 | UK | 100 | 100 | |
Countryside Properties Residential (Chelmsford) Limited ‡ | 16 | UK | 100 | 100 | |
Countryside Properties Residential (Dartford) Limited ‡ | 16 | UK | 100 | 100 | |
Countryside Residential (South Thames) Limited | 16 | UK | 100 | 100 | |
Countryside Residential (South West) Limited | 16 | UK | 100 | 100 | |
Countryside Residential Limited | 1 | UK | 100 | 100 | |
Countryside Seven Limited | 16 | UK | 100 | 100 | |
Countryside Sigma Limited† | 16 | UK | 75 | 75 | |
Countryside Thirteen Limited | 1 | UK | 100 | 100 | |
Countryside Timber Frame Limited | 1 | UK | 100 | 100 | |
Dunton Garden Suburb Limited | 16 | UK | 100 | 100 | |
Elite Homes (North West) Limited | 1 | UK | 100 | 100 | |
Elite Homes (Yorkshire) Limited | 1 | UK | 100 | 100 | |
Elite Homes Group Limited | 1 | UK | 100 | 100 | |
Emerald (Ealing) LLP† | 1 | UK | 100 | 100 | |
Enhance Interiors Limited† | 1 | UK | 100 | 100 | |
Fairfield Redevelopments Limited | 1 | UK | 100 | 100 | |
Gigg Lane Limited | 1 | UK | 100 | 100 | |
Graylingwell Energy Services Limited | 1 | UK | 100 | 100 | |
Greyhound Regeneration LLP | 1 | UK | 100 | 100 | |
H.Newbury & Son (Builders) Limited | 1 | UK | 100 | 100 | |
Hall Green JV LLP† - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 | |
Hill Place Farm Developments Limited | 1 | UK | 100 | 100 | |
Hopfields JV LLP† | 1 | UK | 100 | - | |
Ink Homes Limited | 1 | UK | 100 | 100 | |
Kendall Cross Limited† | 1 | UK | 100 | 100 | |
Kenilworth Woodside Conference Centre JV LLP | 1 | UK | 100 | 100 | |
Kilbride Tavistock Limited | 1 | UK | 100 | 100 | |
Knight Strategic Land Limited | 1 | UK | 100 | 100 | |
Linden (Ashlar Court) Limited† | 1 | UK | 100 | 100 | |
Linden (Beverley 2) LLP | 1 | UK | 100 | 100 | |
Linden (Beverley 3) LLP | 1 | UK | 100 | 100 | |
Linden (Beverley 4) LLP | 1 | UK | 100 | 100 | |
Linden (Beverley 5) LLP | 1 | UK | 100 | 100 | |
Linden (Beverley) LLP | 1 | UK | 100 | 100 | |
Linden (Cawston) LLP | 1 | UK | 100 | 100 | |
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
191
NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
| Ownership interest in | ||||
| ordinary shares % | ||||
| Registered | Country of | 2024 | 2025 | |
| Office | incorporation | |||
Linden (Highfields Caldecote) LLP | 1 | UK | 100 | 100 |
Linden (Houghton) LLP - dissolved 27 Jan 2 026 | 1 | UK | 100 | 100 |
Linden (St Bernard‘s) Limited† | 1 | UK | 100 | 100 |
Linden (Summerstown) LLP - dissolved 2 7 Jan 202 6 | 1 | UK | 100 | 100 |
Linden (Thurston) LLP | 1 | UK | 100 | 100 |
Linden Barnet LLP | 1 | UK | 100 | 100 |
Linden Cornwall Limited† | 1 | UK | 100 | 100 |
Linden Devon Limited† | 1 | UK | 100 | 100 |
Linden First Limited | 1 | UK | 100 | 100 |
Linden Guildford Limited† | 1 | UK | 100 | 100 |
Linden Holdings Limited† | 1 | UK | 100 | 100 |
Linden Homes (Bath Road) LLP - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden Homes (Blackberry Hill) LLP† | 1 | UK | 100 | 100 |
Linden Homes (Marksbury) LLP - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden Homes Chiltern Limited† | 1 | UK | 100 | 100 |
Linden Homes Eastern LLP† | 1 | UK | 100 | 100 |
Linden Homes South-East Limited† | 1 | UK | 100 | 100 |
Linden Homes Southern Limited† | 1 | UK | 100 | 100 |
Linden Homes Western Limited† | 1 | UK | 100 | 100 |
Linden JV No12 LLP | 1 | UK | 100 | 100 |
Linden JV No17 LLP | 1 | UK | 100 | 100 |
Linden JV No18 LLP - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden JV No19 LLP - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden JV No20 LLP† - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden JVCo No8 Limited - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden JVCo No9 Limited - dissolved 27 Jan 2026 | 1 | UK | 100 | 100 |
Linden Limited | 1 | UK | 100 | 100 |
Linden London (Hammersmith) Limited† | 1 | UK | 100 | 100 |
Linden London Developments Limited† | 1 | UK | 100 | 100 |
Linden London LLP | 1 | UK | 100 | 100 |
Linden Midlands Limited† | 1 | UK | 100 | 100 |
Linden North Limited† | 1 | UK | 100 | 100 |
Linden Partnerships Limited† | 1 | UK | 100 | 100 |
Linden Properties Western Limited | 1 | UK | 100 | 100 |
Linden South West Limited† | 1 | UK | 100 | 100 |
Linden St Albans LLP | 1 | UK | 100 | 100 |
Linden Wates (Hungerford) Limited† | 1 | UK | 100 | 100 |
Millgate (UK) Holdings Limited | 1 | UK | 100 | 100 |
| Ownership interest in | |||||
| ordinary shares % | |||||
| Registered | Country of | 2024 | 2025 | ||
| Office | incorporation | ||||
Millgate Developments Limited† | 1 | UK | 100 | 100 | |
Mountsorrel JV LLP | 1 | UK | 100 | 100 | |
| Nether Hall Park Open Space Management | 1 | UK | 100 | 100 | |
| Company Limited | |||||
Newhall Land Limited | 1 | UK | 100 | 100 | |
Olive Farm LLP - dissolved 20 Jan 2026 | 1 | UK | 100 | 100 | |
Orchard Homes (Pitt Manor) Limited | 1 | UK | 100 | 100 | |
Oxford Land Limited† | 1 | UK | 67 | 67 | |
Page-Johnson Properties Limited | 1 | UK | 100 | 100 | |
R.T.Warren (Builders, St. Albans) Limited | 1 | UK | 100 | 100 | |
Rasen Estates Limited† | 1 | UK | 100 | 100 | |
Redplay Limited† | 1 | UK | 100 | 100 | |
Redplay Partnerships Limited | 1 | UK | 100 | 100 | |
Rosemullion Homes Limited | 1 | UK | 100 | 100 | |
Templecombe Bowden Rd LLP | 1 | UK | 100 | - | |
Unitpage Limited | 1 | UK | 100 | 100 | |
Urban Hive Hackney Management Limited ‡ | 16 | UK | 100 | 100 | |
Vista Portsmouth Limited | 1 | UK | 100 | 100 | |
Vistry Affordable Homes Limited | 1 | UK | 100 | 100 | |
Vistry Developments Limited | 1 | UK | 100 | 100 | |
Vistry Homes Central Limited† | 1 | UK | 100 | 100 | |
Vistry Homes Limited | 1 | UK | 100 | 100 | |
Vistry Limited | 1 | UK | 100 | 100 | |
Vistry Linden Homes Limited | 1 | UK | 100 | 100 | |
Vistry Linden Limited | 1 | UK | 100 | 100 | |
Vistry Partnerships (Wolverhampton) Limited | 1 | UK | 100 | 100 | |
Vistry Partnerships Investments Limited | 1 | UK | 100 | 100 | |
Vistry Partnerships JV NO17 LLP | 1 | UK | 100 | 100 | |
Vistry Partnerships Limited | 1 | UK | 100 | 100 | |
Vistry Partnerships North Limited† | 1 | UK | 100 | 100 | |
Vistry Partnerships Yorkshire Holdings Limited | 1 | UK | 100 | 100 | |
Vistry Partnerships Yorkshire Limited | 1 | UK | 100 | 100 | |
Vistry Pension Trustee Ltd† | 1 | UK | 100 | 100 | |
Vistry Secretary Limited† | 1 | UK | 100 | 100 | |
Vistry Ventures Limited | 1 | UK | 100 | 100 | |
Westcountry Land (Perranporth) Ltd | 1 | UK | 100 | 100 | |
Westleigh Construction Limited | 16 | UK | 100 | 100 | |
Westleigh Homes Limited | 16 | UK | 100 | 100 | |
Westleigh LNT Limited | 16 | UK | 100 | 100 | |
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Vistry Group PLC
| Company | Company | ||
| registration | registration | ||
| Entity name | number | Entity name | number |
Bovis Homes (Broadbridge Heath) Limited | 08112950 | Knight Strategic Land Limited | 06829769 |
Bovis Homes North Whiteley LLP | OC424405 | Linden Barnet LLP | OC398820 |
Brunel Street Works Energy Services Limited | 11923831 | Linden Holdings Limited | 04040970 |
Countryside 28 Limited | 06126279 | Linden Limited | 01108676 |
Countryside Four Limited | 04422692 | Linden North Limited | 01938208 |
Countryside Partnerships Southern Limited | 02433962 | Linden London Developments Limited | 06270271 |
Countryside Partnerships Southern No.1 Limited | 02969951 | Linden London LLP | OC333207 |
Countryside Properties (Housebuilding) Limited | 05555391 | Linden Properties Western Limited | 04113518 |
Countryside Properties (Joint Ventures) Limited | 05722274 | Millgate (UK) Holdings Limited | 08860850 |
Countryside Properties (Salford Quays) Limited | 04422690 | Millgate Developments Limited | 02229073 |
Countryside Properties (Springhead) Limited | 05852497 | Newhall Land Limited | 10506583 |
Countryside Properties (Strategic Land) Limited | 13095281 | Unitpage Limited | 01968144 |
Countryside Properties (Uberior) Limited | 04814588 | Vistry Developments Limited | 01111870 |
Countryside Properties (WGL) Limited | 10099517 | Vistry Partnerships Limited | 00800384 |
Countryside Properties (WHL) Limited | 10114350 | Vistry Partnerships Investments Limited | 12367640 |
Countryside Properties (WPL) Limited | 08575300 | Vistry Homes Central Limited | 02281005 |
Countryside Residential Limited | 02423299 | Vistry Linden Homes Limited | 02606856 |
Countryside Sigma Limited | 05852456 | Vistry Linden Limited | 03158857 |
Countryside Timber Frame Limited | 11255094 | Vistry Partnerships (Wolverhampton) Limited | 08476225 |
Dunton Garden Suburb Limited | 09421806 | Vistry Partnerships Yorkshire Holdings Limited | 06437711 |
Elite Homes (North West) Limited | 02297984 | Vistry Partnerships Yorkshire Limited | 03901222 |
Elite Homes (Yorkshire) Limited | 01530215 | Westcountry Land (Perranporth) Ltd | 09653572 |
Elite Homes Group Limited | 02781237 | ||
Emerald (Ealing) LLP | OC420245 | ||
Fairfield Redevelopments Limited | 04459094 | ||
Graylingwell Energy Services Limited | 07142726 |
30. GROUP UNDERTAKINGS continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
Entity name | Registered Office |
18A-18F ENFIELD ROAD MANAGEMENT COMPANY LIMITED | One, Station Approach, Harlow, Essex, England, CM20 2FB |
36 Mill Hill Road (Acton) Management Company Limited | Kfh House, 5 Compton Road, London, United Kingdom, SW19 7QA |
Abbey Cross Management (Tividale) Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Abbey Farm Blunsdon Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Abbotswood Parcel K (Romsey) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Abbotswood Parcel L (Romsey) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE |
Abbotswood Parcel M (Romsey) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE |
Allium Park Management Company Limited | Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT |
Alma Estate (Enfield) Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT |
Archers Gate (Amesbury) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Arlesey Road (Stotfold) Residents Management Company Limited | Building 7 Caldecotte Lake Business Park, Caldecotte, Milton Keynes, England, MK7 8JU |
Ash Heights Residents Management Company Limited | Unit 7 Portal Business Park, Tarporley, England, CW6 9DL |
Ashdown Gardens (Eridge Road) Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN |
Ashmere Resident (2) Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, United Kingdom, CM13 3AT |
Ashmere Resident Management Company Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT |
ASPEN PARK (APSLEY) MANAGEMENT COMPANY LIMITED | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ |
Aspire 95 (Ifield) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Aston Brook (Aston Clinton) Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ |
Aura 4 (Cambridge) Management Company Limited | 2 Hills Road, Cambridge, United Kingdom, CB2 1JP |
Avery Hill Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ |
Avisford Grange (Walberton) Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE |
Ayton Park Managing Company Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER |
Bamford Park (Lighthorne) Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY |
Barleyfields Ashchurch Management Company Limited | 11 Tower View, West Malling, Kent, England, ME19 4UY |
Barnwood Place (Smarden) Management Company Limited | Stonemead House, 95 London Road, Croydon, Surrey, United Kingdom, CR0 2RF |
Barrack Road (Ottery St Mary) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
| BARTON PARK (OXFORD PHASE 2, PHASE 4A AND PHASE 4B) | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN |
| ESTATE MANAGEMENT COMPANY LIMITED | |
Bay View (Northam) Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, England, SS2 5TE |
Beacon Road at Seamer Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Beaulieu Park E (Chelmsford) Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT |
Beaulieu Park M&N (Chelmsford) Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT |
Beaulieu Park O&P (Chelmsford) Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT |
Beaulieu Park T (Chelmsford) Management Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, United Kingdom, CM13 3AT |
Beaumont Gardens at Sutton Courtenay Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR |
Becketts Ridge at Shrivenham Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Beechgrove (Sunninghill) Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, England, CM13 3AT |
Bella Wood View (Goldthorpe) Management Company Limited | Rmg House, Essex Road, Hoddesdon, EN11 0DR |
Berengrave Gardens Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ |
Bestwood (Ridgeway) Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL |
Beuley View (Peters Village) Management Company Limited | C/O Gateway Property Management Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, |
| England, SS2 5TE | |
Bicester (KM3/4) Management Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ |
Binfield (Blue Mountain) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN |
Birch Gate (Wymondham) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Bishops Park (Bishop Auckland) Managing Company Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER |
Blackberryhill Residents Management Company Limited | 21 Boulevard, Weston-Super-Mare, Somerset, United Kingdom, BS23 1NR |
Blackmoorfoot (Huddersfield) Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY |
Blackmore Meadow (Stalbridge) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
BLOOMSBURY GARDENS (SISSINGHURST) MANAGEMENT COMPANY LIMITED | 11 Tower View, Kings Hill, West Malling, Kent, England, ME19 4UY |
Bluebell Manor Residential Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Blunsdon Chase Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Bollin Grange (Macclesfield) Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL |
Boorley Green (Southampton) Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE |
Bordon Phase 4 (Vistry Group) Estate Management Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, United Kingdom, HP2 7DN |
Bowbrook Meadows (Shrewsbury) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Bracebridge Manor (Bracebridge Heath) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Brackenhoe Managing Company Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER |
Brackley Village Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, United Kingdom, CW6 9DL |
194
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30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | ||
Bradley Bends (Bovey Tracey) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | ||
Bramble Chase (Honeybourne) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | ||
Bramble Park (Hurstpierpoint) | Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Brampton Park Parcel C (Brampton) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Breedon Place Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, England, CM13 3AT | ||
Brewery Place Residents Management Company Limited | Central 40 Crockford Lane, Chineham, Basingstoke, England, RG24 8GU | ||
Bridgeside Walk (Peters Village) Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | ||
Brimington Heights (Brimington) Managing Company Limited | c/o Firstpoint Property Services No. 4 Limited, Queensway House 11 Queensway, New Milton, Hampshire, BH25 5NR | ||
Brindley Edge (Hawkesbury) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | ||
Brook View Residents Management Company Limited | 21-33 Dyke Road Dyke Road, Brighton, England, BN1 3FE | ||
Brookfields (Inkberrow) Management Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | ||
Brooklands Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
Brookmill Meadows Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | ||
Brookvale Management Company (2) Limited | C/O Keepmoat Homes Limited The Waterfront, Lakeside, Doncaster, United Kingdom, DN4 5PL | ||
Brox Road (Ottershaw) Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ | ||
Brunel Street Works Management Company Limited | Stonemead House, London Road, Croydon, Surrey, United Kingdom, CR0 2RF | ||
Buckby Grange at Burton Latimer Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | ||
Buckby Meadows Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | ||
Bucklers Park Estate Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | ||
Buckley Place Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
Buckwood Leys (Houghton Regis) Managing Company Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | ||
Burfield Grange Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | ||
Bury St Edmunds Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
Byrons Wood (Hucknall) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN | ||
Carnaval Gardens Management Ltd | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Catherington Park (Waterlooville) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Catkin Gardens (Headcorn) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | ||
Celsea Place (Cholsey) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | ||
Chapel Gate (Nethermount) Management Company Limited | Vistry, The Jacobs Building, Berkeley Place, Clifton, Avon, United Kingdom, BS8 1EH | ||
Charlton Gardens Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL | ||
Charlton Hayes (Belvedere) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (H14 & H17) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (H15 & H16) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (H3, H4, H5) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (MU2) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.1) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.2) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.3) Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.4) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.5) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (No.6) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes (Phase 11) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charlton Hayes Community Management Limited | Gateway House, 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, England, SS2 5TE | ||
Charlton Hayes Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Charnwood Place (Rothley) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | ||
Chatham Maritime Sector 15 Resident Management Company Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT | ||
Cherry Fields (Bickington) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Cherrywood Place Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
Chiltern View (Chinnor) Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, Wiltshire, England, SP2 7QY | ||
Chivenor Cross (The Landings) Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, | ||
| England, SS2 5TE | |||
Church Crookham (Vistry) Management Company Limited | 11 Tower View, West Malling, ME19 4UY | ||
Church Meadows (Catshill) Management Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 | 7DN | |
City Fields (East Wakefield) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | ||
Cleobury Park Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Cloakham Lawns (Axminster) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | ||
Cloister Gardens Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Cobblestones at Milton Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | ||
Coburgh Field (Chudleigh)Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | ||
Coggeshall Mills Resident Association Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
College Gate Sandwell Management Company Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, England, N1 7BJ | ||
Collingtree Park 72 Watermill Way Management Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, United Kingdom, N1 7BJ | ||
Collingtree Park 77 Watermill Way Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | ||
Collingtree Park Residents Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | ||
Coopers Edge (No.4) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Coopers Edge (Parcel 23) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Coopers Edge No 2 Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, England, SS2 5TE | ||
Coopers Hill (Bracknell) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Copeland Park (Phase 2) Management Company Limited | 134 | Cheltenham Road, Gloucester, Gloucestershire, England, GL2 0LY |
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NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | ||
Copeland Park (Phase 3) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Copeland Park Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Cotterstock Meadows (Oundle) Managing Company Limited | Queensway House, Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Countryside Places For People Lower Herne Management Company Limited | Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT | ||
Courtenay Grange (Exminster) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | ||
Cribbs Triangle (Almondsbury) Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Herts, United Kingdom, HP2 7DN | ||
Cromwell Abbey (Ramsey) Managing Company Limited | C/O A Dandy Wren Limited 13a Building Two Canonbury Yard, 190 New North Road, Islington, London, N1 7BJ | ||
Crowdhill Green Management Company Limited | Ashby Road, Donisthorpe, Swadlincote, Derbyshire, England, DE12 7PJ | ||
Crowhurst (Pikes Lane) Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | ||
Crown Park (Chester) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Cwrt-Yr-Ysgol Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Davington Fields (Faverhsam) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Devizes (Marshall Road) Management Company Limited | The Jacobs Building Berkeley Place, Clifton, Bristol, England, BS8 1EH | ||
Didcot Grove Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | ||
Dracan Village Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL | ||
Drakes Mead Management (No 2) Limited | 250 | Aztec West, Almondsbury, Bristol, England, BS32 4TR | |
Drovers Way Management Company Limited | (WATERBEACH) | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | |
Earl's Croft Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshrie, England, EN11 0DR | ||
East Gate (Wantage) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Eden Park (BH) Management Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN | ||
Edge, Manford Way Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Edwalton (Sharp Hill) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Elebery Gardens (Paignton) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | ||
Emmer Green Drive Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, United Kingdom, B3 2HJ | ||
Ensleigh Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Fairclough Farm (Warfield) Management Company Limited | 550 | Oracle Parkway, Thames Valley Park Drive, Reading, RG6 1PT | |
Fairfield Park Residents Company Limited | C/O Scanlans Property Management Carvers Warehouse Suite 2b, 77 Dale Street, Manchester, Greater Manchester, | ||
| England, M1 2HG | |||
Falfield Grange Residents Management Company Ltd | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | ||
Fellowship Square Residents Management Company Limited | 2 Hills Road, Cambridge, United Kingdom, CB2 1JP | ||
Finches Park (Frinton-On-Sea) Managing Company Limited | c/o Stiles Harold Williams, Lees House, Dyke Road, Brighton, BN1 3FE | ||
Firs Road (Linden) Management Company Limited | 11 Tower View, West Malling, ME19 4UY | ||
Fletchers Rise (Wombourne) Management Company Limited | Trinity Vantage Point, 23 Mark Road, Hempstead. HP2 7DN | ||
Folders Meadows Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ | ||
Forest Edge (Cuddington) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Foxes View (Sileby) Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | ||
French Furze Management Company Limited | Queensway House, 11 Queensway, New Milton, England, BH25 5NR | ||
Fresh Wharf Residents Management Company Limited | C/O Pod Group Services Limited Floor 1, Unit 1, Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, United Kingdom, WD6 1JD | ||
Froghall Road (Flitwick) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Furrowfields Residents Management | Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
Garvey Glade (Padstow) Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL | ||
George Park (Lotmed) Management Company Limited | Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT | ||
Glebe Meadows (BH) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Gosford Fields Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, England, SS2 5TE | ||
Grange Park (Thurston) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Great Haddon Wood (Peterborough) Managing Company Limited | C/O Vistry Homes East Midlands Ashurst Southgate Park, Bakewell Road, Peterborough, Cambridgeshire, PE2 6YS | ||
Green Oaks (Quedgeley) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Greenwell Park (Garforth) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Greyfriars Quarter Community Interest Company | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | ||
Habberley Park Management Company Limited | Dunston Hall, Dunston, Stafford, United Kingdom, ST18 9AB | ||
Hadden Grove (East Didcot) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | ||
Hainbury Meadows (Ilchester) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Haldon Reach (Alphington) Management Company Limited | Gateway House Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, England, SS2 5TE | ||
Hall Road Elsenham Estate Management Company Limited | 11 Tower View, Kings Hill, West Malling, United Kingdom, ME19 4UY | ||
Hallside (Mowden Park) Managing Company Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER | ||
Hampton Lea Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | ||
Hampton Meadow (Stadhampton) Estate Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | ||
Hampton Water (Peterborough) Management Ltd | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Hanbury Place Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Hanstead Park Management Company Limited | Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, England, SS2 5TE | ||
Harfleet Gardens (Ash) Management Company Limited | 10 Coopers Way, Southend On Sea, United Kingdom, SS2 5TE | ||
Harold Wood Management Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT | ||
Harpers Heath (Hatfield) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | ||
Harrington Park (Pinhoe) Management Company Limited | Camberwell House Grenadier Road, Exeter Business Park, Exeter, Devon, England, EX1 3QF | ||
Hartshead View A Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, United Kingdom, CW6 9DL | ||
Hartshead View Management Company Limited | Vistry Homes Limited 11 Tower View, Kings Hill, West Malling, Cheshire, United Kingdom, ME19 4UY | ||
Harvest Meadows (Southwater) Management Company Limited | C/O Gateway Property Management Gateway House, 10 Coopers Way, Southend-On-Sea, England, SS2 5TE | ||
Hatchwood Mill (Winnersh) Management Company Limited | Persimmon House, Fulford, York, United Kingdom, YO19 4FE | ||
Hatters Chase Management Company Limited | 301 | Bridgewater Place, Birchwood, Warrington, England, WA3 6XF | |
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30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | |
Haversham Gardens (Newport) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Hawkswood (Bicester) Managing Company Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | |
Haygate Fields (Wellington) Estate Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL | |
Hazelmere (Haslington) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Heath Farm Lane Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | |
Heathcote Park (Warwick) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Heathlands Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Heron's Reach (Cranbrook) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
High Street (Flore) Management Company Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Highfields Road (Highfields Caldecote) Management Company Ltd | Vistry Homes, Eastwood House, Glebe Road, Glebe Road, Chelmsford, England, CM1 1QW | |
Highwood (Filton) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Hilborn Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, England, CM13 3AT | |
Hillmorton (Rugby) Management Limited | 13a Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
Hinslands (Willingdon) Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ | |
Hitchin Road, Bovis (Shefford) Management Company Ltd | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
Hogwood Park Estate Management Company Limited | 11 Tower View Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Hollin B (Littleborough) Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, CW6 9DL | |
Holmes Meadow Management Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN | |
Homelands Farm (Bishops Cleeve) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Homelands (Bishops Cleeve) Management Company Limited | 11 Tower View, West Malling, Kent, England, ME19 4UY | |
Honeyvale Gardens (Management Company) Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Hopfields (Ledbury) Management Company Limited | C/O Gateway Property Management Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, | |
| England, SS2 5TE | ||
Houghton Regis Parcel 8 Residents Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Hounsome Fields (Basingstoke) Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, England, SP2 7QY | |
Isleport Grove Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | |
Judith Gardens (Sawtry) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Keble Fields (Fairford) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Kempsey Mead Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Keresley (Coventry) Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
King James' Park Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Kingfisher Green (Cranbrook) Management Co Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Kingsmere Estate Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Kingswood Residents Management Limited | C/O Chaneys Chartered Surveyors Chiltern House, Marsack Street, Caversham, Reading, England, RG4 5AP | |
Knapp's Meadow (Watchfield) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Knights Mount Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Laithwaite Gardens (Sutton) Managing Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | |
Langham Meadows, School Road Limited | 250 | Aztec West, Almondsbury, Bristol, England, BS32 4TR |
Langley Park RMC Limited | C/O Vistry Company Secretariat, 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Langshott Park (Horley) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Lapwing Meadows (Coombe Hill) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Laureates Walk Management Company Limited | One Eleven, Edmund Street, Birmingham, England, B3 2HJ | |
Lenham Phase 1 Residents Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Liberty Place (Hailsham) Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Southend On Sea, Essex, England, SS2 5TE | |
Lime Quarter (Bow) Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, England, ME19 4UY | |
Limewood Grange (FAIR OAK) Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | |
Linby Meadows Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Liskettett (Liskeard) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Little Glen (Glen Parva) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | |
Little Wellthorpe Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Livingstone Gardens (Chipping Ongar) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Loachbrook Meadow (Congleton) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Locksley Place Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Longbridge (Birmingham) Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY (Vistry reg address) | |
Longhedge Village (Salisbury) Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | |
Lower Stondon Management Company Ltd | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Lunar Park Vistry (West Cambourne) Management Company Ltd | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Lyneham Fields Resident Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | |
Mabena Lea Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Malago Residents Management Company Ltd | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Mallard Quarter (Grantham) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Mandeville Place (Radwinter) Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Mann Island Estate Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Manor View (East Grinstead) Residents Management Company Limited | Victoria House, 178-180 Fleet Road, Fleet, Hampshire, England, GU51 4DA | |
Manor View Block Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Manor Woods (Kirkbymoorshire) Management Company Limited | Rmg House, Essex Road, Hoddesdon, EN11 0DR | |
Maple Grange Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Marbury Meadows (Wrenbury) Management Company Limited | C/O Paramount Estate Management Limited Herons Way, Chester Business Park, Chester, United Kingdom, CH4 9QR | |
Marine View (Teignmouth) Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | |
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2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | |
Marlowe Road Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Martello Lakes (Vistry) Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Matthews Green (Wokingham) Management Company Ltd | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Matthewsgreen Farm Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ | |
Meadow View (Crowborough) Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Meadows View Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, England, BH25 5NR | |
Meridian End Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Meridian Gate (Royston) Managing Company Limited | C/O Stiles Harold Williams Partnership Llp Lees House, Dyke Road, Brighton, England, BN1 3FE | |
Meridian One Block A Management Company Limited | C/O Rendall And Rittner Limited, 13b St. George Wharf, London, England, SW8 2LE | |
Meridian Two Management Company Limited | 11 Tower View Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Meridian Water Estate Management Company Limited | C/O Rendall And Rittner Limited, 13b St. George Wharf, London, England, SW8 2LE | |
Middleton Chase Management Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7B | |
Milby Meadows Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, United Kingdom, CW6 9DL | |
Mildenhall (Sherborne) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Millfields (Cam) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Millfields (Hall Green) Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Millstone Park Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Millwood Meadows Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Millwood Park (Hailsham) Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Mindenhurst Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Mindenhurst Residents Management Company No.1 Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Minerva Heights (Chichester) Management Company Limited | 2 Centro Place, Pride Park, Derby, Derbyshire, DE24 8RF | |
Mitford Fields (Reading) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Moat Farm Management Company Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT | |
Monarch Oaks Residents Management Company Limited | 72-74 King Edward Street, Macclesfield, England, SK10 1AT | |
Monkerton Heat Company Limited | Burlington House Botleigh Grange Business Park, Hedge End, Southampton, United Kingdom, SO30 2AF | |
Monks Wood Management Company Limited | Rmg House, Essex Road, Hoddesdon, EN11 0DR | |
Montford Meadows (Evesham) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Moreteyne Park Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | |
Morris Gardens Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Morva Reach (Longrock) Management Company Limited | 84 Fisherton Street, Salisbury, England, SP2 7QY | |
Mulberry Green Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Nether Hall Park Open Space Management Company Limited | 11 Tower View, Kings Hill, West Malling, United Kingdom, ME19 4UY | |
New Avenue (Cockfosters) Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Newhall Resident Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Newton Heath Management Company Limited | North Point Stafford Drive, Battlefield Enterprise Park, Shrewsbury, SY1 3BF | |
Nightingale View (Hamstreet) Management Company Limited | C/O Gateway Property Management Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, England, SS2 5TE | |
Nine Acres (Bishopstoke) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
North West Quartet Estate Management Company Limited | Unit 7, Astra Centre, Edinburgh Way, Harlow, Essex, England, CM20 2BN | |
Northfields (Somerton) | Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE |
Northstowe H5 Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN | |
Oak Mills (Botley) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Oak Wood Place (Gerrards Cross) Limited | C/O Chaneys Chartered Surveyors Chiltern House, Marsack Street, Caversham, Reading, England, RG4 5AP | |
Oakford Grange (Telford) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | |
Oakhurst Residents Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, United Kingdom, CM13 3AT | |
Oaklands Hamlet Resident Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Oakley Green South Management Company Limited | Vantage Point 23 Mark Road, Hemel Hempstead Industrial Estate, Hemel Hempstead, United Kingdom, HP2 7DN | |
Ocean Rise (Hayle) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Olive Farm (Hoghton) Managing Company Limited | FIRSTPORT PROPERTY SERVICES NO.4 LIMITED, Queensway House 11 Queensway, New Milton, Hampshire, BH25 5NR | |
Olympia (Hall Green) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
One Lockleaze (Bristol) Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, Wiltshire, England, SP2 7QY | |
Orchard Brooks (Williton) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Orchard Fields Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Orchard Grove (Comeytrowe) Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, SP2 7QY | |
Orchard Park (Kirdford) Management Company Limited | One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ | |
Orton Copse (Peterborough) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, England, EN11 0DR | |
Orwell Park (Sutton Courtenay) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | |
Osprey Rise (Peters Village) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Ospringe Brickworks Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ | |
Ospringe Gardens (Faversham) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Oteley Gardens (Management Company) Limited | North Point Stafford Drive, Battlefield Enterprise Park, Shrewsbury, SY1 3BF | |
Otthershaw (Linden & Bovis) Management Company Limited | 11 Tower View, West Malling, ME19 4UY | |
Oxley Gardens at Milton Keynes Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Paddock Fields (Killinghall) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Paddocks Fields II (Killinghall) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Paragon (Great Kneighton) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Park Gate (Hurcott) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Parklands Manor Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, England, SP2 7QY | |
Parsonage Road (Horsham) Residents Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
198
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Vistry Group PLC
30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | |
Paulton (No 1) Management Company Limited | Saxons Estate Agents, Boulevard, Weston-Super-Mare, Somerset, England, BS23 1NR | |
Paulton (No. 3A) Management Company Limited | Saxons Block Management, 21, Boulevard, Weston-Super-Mare, Somerset, England, BS23 1NR | |
Paulton Community Management Company Limited | 21 Boulevard, Weston-Super-Mare, Somerset, England, BS23 1NR | |
Pear Tree Walk Residents Management Company Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Peartree Village Management Limited | Countryside House The Drive, Great Warley, Brentwood, England, CM13 3AT | |
Pebble Beach (Seaton) Management Company Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7DN | |
Peel Hall Farm (Warrington) Management Company Limited | 301 | Bridgewater Place, Birchwood, Warrington, England, WA3 6XF |
Pembers Hill Park Management Co Ltd | Central 40 Crockford Lane, Chineham, Basingstoke, England, RG24 8GU | |
Penn Hill Gardens (Exeter)Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Pippins Place (West Malling) Management Company Limited | 550 | Oracle Parkway Thames Valley Park Drive, Reading, Berkshire, England, RG6 1PT |
Porthgwari (Penzance) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Portland Great Park (Kirkby) Management Company Limited | 13a Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
Potteric Edge (Doncaster) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Poverty Lane Management Company Limited | Unit 7 Portal Business Park, Tarporley, England, CW6 9DL | |
Priory Fields (Wells) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Pullman Green (Hexthorpe) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | |
Quartz (Leicester) Management Company Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
Quercus Road (Tetbury) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
Radford Semele (BH) Management Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Reades Lane Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, United Kingdom, BH25 5NR | |
Rectory Farm at Grantham Managing Company Limited | Vantage Point 23 Mark Road, Hemel Hempstead Industrial Estate, Hemel Hempstead, England, HP2 7DN | |
Rectory Gardens (Vistry) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Redlands Grove Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Regency Grange Residents Management Company Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT | |
Residents Management Company (Beaconside) Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | |
Ribbans Park Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ | |
Rissington Management Company Limited | 11 Tower View, Kings Hill, West Malling, Kent, England, ME19 4UY | |
River Gateway Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Roman Fields (Banbury) Management Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, United Kingdom, N1 7BJ | |
Rosemead Farm (Horam) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Rosewood (Maidstone) Managing Company Limited | Countryside House The Drive, Warley, Brentwood, Essex, United Kingdom, CM13 3AT | |
Saint Cloud Way Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Salford Road (Bidford) Management Company Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | |
Sancerre Grange (Eccleshall) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Sandbach (Saxon Lea) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Sangs (Frimley) Management Company Limited | Central 40 Lime Tree Way, Chineham, Basingstoke, England, RG24 8UT | |
Saxon Gate (Wickwar) Residents Management Company Ltd | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Saxon Grove (Gt Denham) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Sayers Meadow Residents Management Company Limited | 21-33 Dyke Road Dyke Road, Brighton, England, BN1 3FE | |
Seabridge Management Co Ltd | 13a Building Two, Canonbury Yard, 190 New North Road, London, United Kingdom, N1 7BJ | |
Seymour Place (Undy) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Shefford Road (Meppershall) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Sherford (SHE1, SHO2 and SHO3) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
Sherford Estate Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | |
Sherford Estate Parcel P Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Sherford Estate Parcel Q Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Sherford SL04 Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
Shinfield Meadows Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Shorelands (Bude) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Silk Mill (East Hanney) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Silverstone Leys Management Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Skyline 120 Management Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT | |
Skyline 120 Nexus Management Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
Smithills Glade (Bolton) Management Limited | C/O Pad Unit 13 Dunscar Business Park, Blackburn Road, Bolton, United Kingdom, BL7 9PQ | |
South Gate Lamb North (Apartments) Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
South Gate Lamb North Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Spectre Hill (Cheltenham) Management Company Limited | C/O Gateway Property Management Limited Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, England, SS2 5TE | |
Spencers Park Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, United Kingdom, CW6 9DL | |
Spindrift Park (Pagham) Residents Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
Spinnaker Westbury Residents Management Company Limited | Fisher House, 84 Fisherton Street, Salisbury, Wiltshire, England, SP2 7QY | |
Springfields (Deeping St James) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Springhead Resident Management Company Limited | Countryside House, The Drive, Brentwood, Essex, England, CM13 3AT | |
St Andrews at Biddenham Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
St Bartholomews Grange (Newbury) Residents Management Company Limited | 550 | Oracle Parkway Thames Valley Park, Reading, United Kingdom, RG6 1PT |
St Clements Fold (Urmston) Management Company Limited | C/O Scanlans Property Management Carvers Warehouse Suite 2b, 77 Dale Street, Manchester, Greater Manchester, | |
| England, M1 2HG | ||
St Clements Site Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
St Congar's Place Management Company Limited | Vistry Linden House, The Jacobs Building, Berkley Place, Clifton, Bristol, United Kingdom, BS8 1EH | |
Annual Report and Accounts 2025
|
199
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office | |
St George's Park (Stafford) Management Limited | 13a Building Two, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | |
St James Gate (Bulkington) Residents Management Company Limited | 13a Canonbury Yard, 190 New North Road, London, United Kingdom, N1 7BJ | |
St James Green (Welland) MCL | (residents) | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
St Johns Chelmsford Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
St Marys at Biddenham Management Company Limited | C/O Scanlans Property Management Carvers Warehouse Suite 2b, 77 Dale Street, Manchester, Greater Manchester, | |
| England, M1 2HG | ||
St Mary's Gate (BHDW) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
St Nicholas Place Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
St Thomas Park at Ramsey Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, BH25 5NR | |
St. Marys Gardens (Hall Road) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, EN11 0DR | |
Stamford Gardens (Uffington) Management Company Limited | Rmg House, Essex Road, Hoddesdon, England, EN11 0DR | |
Stockham Farm (Wantage) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Stonefield Edge (Bilston) Management Company Limited | Unit 7, Portal Business Park, Eaton Lane, Tarporley, England, CW6 9DL | |
Stoneleigh View (Kenilworth) Management Company Limited | RMG House, Essex Road, Hoddesdon, EN11 0DR | |
Stortford Fields (Bishops Stortford) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
Stortford Fields Estate Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | |
Stour Valley Management Phase 1 Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, N1 7BJ | |
Stowupland (Stowmarket) Managing Company Limited | Vistry Homes, Eastwood House, Glebe Road, Chelmsford, CM1 1QW | |
Stratford Leys Management Limited | 13a Bldg 2, Canonbury Yard, 190 New North Road, London, Greater London, United Kingdom, N1 7BJ | |
Strawberry Fields at Great Yeldham Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Strawberry Grange Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | |
Sulis Down Apartments Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL | |
Summer Lane Management Company Limited | Central 40 Crockford Lane, Chineham, Basingstoke, England, RG24 8GU | |
Summerhill (Polegate) Residents Management Company Limited | 11 Tower View Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Summerville Meadows Management Co. Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Sunnybower Meadow Management Company Ltd | Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, United Kingdom, CW6 9DL | |
Tap Works at Wolverhampton Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Tara Fields (East Ayton) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
Tattenhoe Park Phase 7 Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
Tattenhoe Park Residents Management Company Limited | Countryside House The Drive, Warley, Brentwood, Essex, United Kingdom, CM13 3AT | |
The Acorns (Regent Street) Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, England, CW6 9DL | |
The Aspens (Birtley) Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER | |
The Atrium (Overstone) Residents Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, England, EN11 0DR | |
The Avenue (Moreton-in-Marsh) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE | |
The Buntings (Exminster) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Burrows (Paddock Wood) Management Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
The Cedars (Birtley) Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, United Kingdom, NE3 2ER | |
The Cedars Residents Management Company (Chudleigh) Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Chancery (Shottery) Management Company Limited | C/O 13a Building Two Canonbury Yard, 190 New North Road, Islington, London, N1 7BJ | |
The Chase (Wincanton) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Chill (Bath) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Cornish Quarter Wadebridge Management | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN | |
The Fosseway Residents Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY | |
The Gateway (Bexhill-On-Sea) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
The Graylingwell Community Management Company Limited | Central 40 Crockford Lane, Chineham, Basingstoke, England, RG24 8GU | |
The Green (Grendon) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR | |
The Gwel (Truro) Management Company Limited | Camberwell House Grenadier Road, Exeter Business Park, Exeter, England, EX1 3QF | |
The Hamlets (Milborne Port) Management Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE | |
The Hub (Verney Street) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Leys (Ridge Hill) Management Company Limited | RMG House, Essex Road, Hoddesdon, EN11 0DR | |
The Maltings At Penwortham Management Company Limited | C/O Rmg House, Essex Road, Hoddesdon, Hertfordshire, EN11 0DR | |
The Meadows (Staplehurst) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE | |
The Meadows (Uckfield) Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Oaks Management Company (Chudleigh) Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, England, HP2 7DN | |
The Orchards Thornbury Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Paddocks Tye Green Management Company Limited | Countryside House, The Drive, Great Warley, Brentwood, Essex, CM13 3AT | |
The Park Chippenham Residents Management Co. Ltd. | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | |
The Pastures (Bideford) Management Company Limited | C/O Gateway Property Management Gateway House, 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, | |
| England, SS2 5TE | ||
The Pavilions (Freehold) Residents Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ | |
The Pines (Lindley) Management Company Limited | Rmg House, Essex Road, Hoddesdon, EN11 0DR | |
The Priors (Europa) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR | |
The Quarters (Redhill) Management Company Limited | 13a Building Two Canonbury Yard, 190 New North Road, London, England, N1 7BH | |
The Riddings Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR | |
The Russets (Powick) MManagement Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE | |
The Spinneys at Cawston Management Company Limited | 23 Mark Road, Hemel Hempstead, Hertfordshire, England, HP2 7DN | |
The Steadings (Essington) Management Company Limited | Trinity Vantage Point, 23 Mark Road, Hempstead. HP2 7DN | |
The Sycamores (Birtley) Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, Tyne And Wear, NE3 2ER | |
The Tannery Grampound Management Company Limited | 71 Athelstan Park, Bodmin, Cornwall, United Kingdom, PL31 1DT |
200
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Vistry Group PLC
30. GROUP UNDERTAKINGS continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name | Registered Office |
The Tors (Tavistock) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
The Triangle (Paignton) Management Company Limited | Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, England, SS2 5TE |
The View (Swanpool) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Thurston (Bury St Edmunds) Managing Company Limited | Gateway House, 10 Coopers Way, Southend on Sea, SS2 5TE |
Townsend Place (Shrivenham) Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
Trelowan (Gloweth) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE |
Treswell Gardens (Retford) Managing Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Trevose Gate Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Trilogy 1 (Saltwell) Management Company Limited | Cheviot House, Beaminster Way East, Newcastle Upon Tyne, Tyne And Wear, United Kingdom, NE3 2ER |
Twigworth Green Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
Uplands Mill (Biddulph) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Upper Froyle Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Urban Hive Hackney Management Limited | Countryside House, The Drive Great Warley, Brentwood, Essex, CM13 3AT |
Verdica Management Company Limited | 13b St. George Wharf, London, England, SW8 2LE |
Victory Fields (Rissington) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE |
Wadebridge (Cornwall) Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN |
Walkmill Place (Cannock) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Walstead Park(Lindfield) Residents Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ |
Walton Peaks (Chesterfield) Management Company Limited | Rmg House, Essex Road, Hoddesdon, Hertfordshire, England, EN11 0DR |
Wards Keep Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, England, CW6 9DL |
Watermans Park (Gravesend) Residents Management Company Limited | Gateway House, 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
Watersplash Lane Management Company Limited | Countryside House The Drive, Great Warley, Brentwood, Essex, England, CM13 3AT |
Wendelburie Rise (Stanston Cross) Management Ltd | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Westminster Place Management Ltd | Stonemead House, 95 London Road, Croydon, Surrey, United Kingdom, CR0 2RF |
Westoning (The Skylarks) Management Company Limited | 13a, Building Two Canonbury Yard, 190 New North Road, London, United Kingdom, United Kingdom, N1 7BJ |
Westwood Point (Thanet) Management Companay Limited | C/O Gateway Property Management, Gateway House 10 Coopers Way, Southend-On-Sea, Essex, United Kingdom, SS2 5TE |
Whitehill Management Company (Newton Abbot) Ltd | Vantage Point, 23 Mark Road, Hemel Hempstead, England, HP2 7DN |
Whitehouse Park (M Keynes) Management Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Whitelands Way (Bicester) Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ |
Whiteley Meadows Northern PH1 Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN |
Whiteley Meadows Southern Limited | Vantage Point, 23 Mark Road, Hemel Hempstead, HP2 7DN |
Wilford Fields Management Company Limited | Queensway House, Queensway, New Milton, Hampshire, BH25 5NR |
Willow Park Buckingham (Vistry) Management Limited | 3a, Building 2 Canonbury Yard, 190 New North Road, London, England, N1 7BJ |
Wilmington Estate Management Company Limited | One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ |
Wilton Gate Management Company Limited | Vistry Western Linden House, Jacobs Building, Berkeley Place, Bristol, Avon, United Kingdom, BS8 1EH |
Wilton Mews (Denton) Management Company Limited | Sapphire House, White Hall Road, Colchester, CO2 8YU |
Windrush Place Local Centre Management Company Limited | C/O Gateway Property Management Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-On-Sea, Essex, |
| England, SS2 5TE | |
Wirral (Carlett Park) Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Wolvey Residents Management Company Limited | Unit 7 Portal Business Park, Eaton Lane, Tarporley, England, CW6 9DL |
Womersley Road Management Company Limited | C/O Vistry Company Secretariat 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY |
Woodland Glade Residents Management Company Limited | 11 Tower View Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY |
Woodland Park (Costessey) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, SS2 5TE |
Woodland View (Bishop’s Cleeve) Management Company Limited | Gateway House, 10 Coopers Way, Southend On Sea, Essex, United Kingdom, SS2 5TE |
Woodlands (Barrow Gurney) Managing Company Limited | C/O Pinnacle Property Mangement Ltd Unit 1-3 Beech Court, Wokingham Road, Reading, Berkshire, RG10 0RQ |
Woodlands (South Marston) Management Company Limited | 11 Tower View Kings Hill, West Malling, Kent, England, ME19 4UY |
Woodlands Park (Acton) Management Company Limited | Kfh House, 5 Compton Road, London, England, SW19 7QA |
Woodston Mews (Peterborough) Management Company Limited | Rmg House, Essex Road, Hoddesdon, England, EN11 0DR |
Woolley Grange Apartment Management Company Limited | Old Linen Court, 83-85 Shambles Street, Barnsley, South Yorkshire, England, S70 2SB |
Woolley Grange Development Management Company Limited | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ |
Wroughton Management Company Limited | Vantage Point, 23 Mark Road, Hemel Hempstead Industrial Estate, Hemel Hempstead, Hertfordshire, England, HP2 7DN |
Wychwood H Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
Yapton View Management Company Limited | 11 Tower View, West Malling, ME19 4UY |
Yardley Manor Bovis (Olney) Management Ltd | 13a, Building Two, Canonbury Yard, 190 New North Road, London, England, N1 7BJ |
Yew Tree Lane Management Company Limited | C/O Residential Management Group Limited Rmg House, Essex Road, Hoddesdon, Hertfordshire, EN11 0DR |
York Gate Management Company Limited | Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR |
York Road (Maidenhead) Management Limited | Countryside House, The Drive, Brentwood, Essex, CM13 3AT |
York Road (Whinmoor) Managing Company Limited | C/O Vistry East Yorkshire Suite 2/3 Ground Floor, 1175 Thorpe Park Century Way, Leeds, West Yorkshire, LS15 8ZB |
Annual Report and Accounts 2025
|
201
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
| Ownership interest | ||||
| in ordinary shares % | ||||
| Registered | Country of | 2025 | 2024 | |
| Office | incorporation | |||
Acton Gardens LLP † | 16 | UK | 50 | 50 |
Belmont Street JV LLP † | 1 | UK | 50 | 50 |
Beverley South Developments Limited † | 1 | UK | 50 | 50 |
Bishops Park Limited | 1 | UK | 50 | 50 |
Boorley Green LLP † | 1 | UK | 50 | 50 |
Bovis Homes Cambourne West LLP † | 1 | UK | 50 | 50 |
Bovis Latimer (Sherford) LLP † | 1 | UK | 50 | 50 |
Bracknell Forest Cambium Partnership LLP † | 16 | UK | 50 | 50 |
Brenthall Park (Commercial) Limited † | 16 | UK | 50 | 50 |
Brenthall Park (Infrastructure) Limited † | 16 | UK | 50 | 50 |
Brenthall Park (Three) Limited † | 16 | UK | 50 | 50 |
Brenthall Park Limited † | 16 | UK | 50 | 50 |
Bromley Regeneration (Calverley Close) LLP † | 16 | UK | 50 | 50 |
Bromley Regeneration (Pike Close) LLP † | 16 | UK | 50 | 50 |
Brookmill Meadows LLP † | 16 | UK | 50 | 50 |
C.C.B.(Stevenage) Limited | 6 | UK | 67 | 67 |
Cambridge Road (RBK) LLP † | 16 | UK | 50 | 50 |
Camden Development Partnership LLP † | 16 | UK | 50 | 50 |
Cedar House Securities Limited | 13 | UK | 50 | 50 |
Clapham Park (Metropolitan Countryside) LLP † | 16 | UK | 50 | 50 |
Countryside 27 Limited | 16 | UK | 50 | 50 |
Countryside Abri Ford North LLP † | 16 | UK | 50 | 50 |
Countryside Annington (Mill Hill) Limited † | 16 | UK | 50 | 50 |
Countryside Clarion (Eastern Quarry) LLP † | 16 | UK | 50 | 50 |
Countryside L&Q (Beaulieu) LLP † | 16 | UK | 50 | 50 |
Countryside L&Q (North East Chelmsford) LLP † | 16 | UK | 50 | 50 |
Countryside L&Q (Oaks Village) LLP † | 16 | UK | 50 | 50 |
Countryside Maritime Limited † | 16 | UK | 50 | 50 |
Countryside Neptune LLP † | 16 | UK | 50 | 50 |
Countryside Places for People (Lower Herne) LLP † | 16 | UK | 50 | 50 |
Countryside Properties (Accordia) Limited † - dissolved | 3 | UK | 50 | 50 |
| 18 Mar 2025 | ||||
Countryside Properties (Bicester) Limited † | 16 | UK | 29 | 29 |
Countryside Properties (Booth Street 2) Limited † | 16 | UK | 39 | 39 |
Countryside Properties (Merton Abbey Mills) Limited † | 16 | UK | 50 | 50 |
Countryside Sovereign Swindon LLP † | 16 | UK | 50 | 50 |
Crest/Vistry (Epsom) LLP † | 14 | UK | 50 | 50 |
Crewe Lane Kenilworth JV LLP † | 1 | UK | 50 | 50 |
D R 4 Developments LLP † | 1 | UK | 50 | 50 |
Develop Warwickshire LLP † | 16 | UK | 50 | 50 |
Develop Warwickshire (Nominee) Limited | 16 | UK | 50 | 50 |
Europa Way JV LLP † | 1 | UK | 50 | 50 |
Evolution (Saffron Walden) LLP † | 1 | UK | 50 | 50 |
Evolution (Shinfield) LLP † | 1 | UK | 50 | 50 |
Evolution Gateshead Developments LLP † | 1 | UK | 50 | 50 |
Evolution Morpeth LLP † | 1 | UK | 50 | 50 |
Evolution Newhall LLP † | 1 | UK | 50 | 50 |
Linden Wates (Royston) LLP | 1 | UK | 50 | 50 |
| Ownership interest | ||||
| in ordinary shares % | ||||
| Registered | Country of | 2025 | 2024 | |
| Office | incorporation | |||
Gallions 2A Developments LLP † | 11 | UK | 50 | 50 |
Gallions New LLP † | 11 | UK | 50 | 50 |
Gateshead Regeneration LLP † | 1 | UK | 25 | 25 |
Glen Parva JV LLP † | 1 | UK | 50 | 50 |
Grange Walk LLP † | 1 | UK | 50 | 50 |
Greenwich Millennium Village Limited | 16 | UK | 50 | 50 |
Heath Farm Lane LLP † | 1 | UK | 50 | 50 |
Kier and Countryside JV No 1 LLP | 1 | UK | 50 | - |
Kier Countryside Great Haddon East LLP | 16 | UK | 50 | 50 |
Kier Countryside Holdings 1 LLP † | 16 | UK | 50 | 50 |
Kier Countryside Holdings 2 LLP † | 16 | UK | 50 | 50 |
| Kier Countryside Laindon Road LLP | 16 | UK | 50 | - |
| Kier Countryside Saffron Walden LLP | 16 | UK | 50 | 50 |
| Kier Countryside South Wokingham LLP | 16 | UK | 50 | - |
| Kier Countryside Watford LLP | 16 | UK | 50 | - |
Kilnwood Vale LLP † | 1 | UK | 50 | 50 |
Lea Castle JV LLP † | 1 | UK | 50 | 50 |
Linden (Avery Hill) LLP † | 1 | UK | 50 | 50 |
Linden (Basingstoke) Limited | 1 | UK | 50 | 50 |
Linden (Battersea Bridge Road) LLP | 1 | UK | 50 | 50 |
Linden (Biddenham) LLP † | 1 | UK | 50 | 50 |
Linden (Brampton) LLP † | 1 | UK | 50 | 50 |
Linden (Enfield) LLP † | 1 | UK | 50 | 50 |
Linden (Hartfield Road) LLP † | 1 | UK | 50 | 50 |
Linden (Manse Farm) LLP † | 1 | UK | 50 | 50 |
Linden (Mowbray View 2) LLP † | 1 | UK | 50 | 50 |
Linden (Northstowe) LLP † | 1 | UK | 50 | 50 |
Linden (Rainham) LLP † | 1 | UK | 50 | 50 |
Linden (Sayers Common) LLP † | 1 | UK | 50 | 50 |
Linden (Vencourt) LLP † | 1 | UK | 50 | 50 |
Linden (York Road) LLP † | 1 | UK | 50 | 50 |
Linden and Dorchester Limited † | 1 | UK | 50 | 50 |
Linden and Dorchester Portsmouth Limited † | 1 | UK | 50 | 50 |
Linden Homes Westinghouse LLP † | 15 | UK | 50 | 50 |
Linden Homes (Sherford) LLP † | 1 | UK | 50 | 100 |
Linden Sovereign Brockworth LLP † | 15 | UK | 50 | 50 |
Linden Wates (Barrow Gurney) Limited | 1 | UK | 50 | 50 |
Linden Wates (Bricket Wood) Limited | 1 | UK | 50 | 50 |
Linden Wates (Cranleigh) Limited | 1 | UK | 50 | 50 |
Linden Wates (Dorking) Limited | 1 | UK | 50 | 50 |
Linden Wates (Horsham) LLP | 1 | UK | 50 | 50 |
Linden Wates (Kempshott) Limited | 1 | UK | 50 | 50 |
Linden Wates (Lovedean) Limited | 1 | UK | 50 | 50 |
Linden Wates (Ravenscourt Park) Limited | 1 | UK | 50 | 50 |
Linden Wates (Ridgewood) Limited | 1 | UK | 50 | 50 |
Linden Wates (Ringwood) LLP | 1 | UK | 50 | 50 |
PlacePoint Development One LLP † | 1 | UK | 60 | - |
202
|
Vistry Group PLC
| Ownership interest | ||||
| in ordinary shares % | ||||
| Registered | Country of | 2025 | 2024 | |
| Office | incorporation | |||
Linden Wates (Salisbury) LLP | 1 | UK | 50 | 50 |
Linden Wates (The Frythe) Limited | 1 | UK | 50 | 50 |
Linden Wates (Walberton) LLP | 1 | UK | 50 | 50 |
Linden Wates (West Hampstead) Limited | 1 | UK | 50 | 50 |
Linden Wates (Westbury) Limited | 1 | UK | 50 | 50 |
Linden Wates Developments (Chichester) Limited | 1 | UK | 50 | 50 |
Linden Wates Developments (Folders Meadow) Limited | 1 | UK | 50 | 50 |
Linden/Downland Graylingwell LLP † | 1 | UK | 50 | 50 |
Littleport Developments LLP † | 1 | UK | 50 | 50 |
Marrco 25 Limited † | 16 | UK | 50 | 50 |
Milby Meadows LLP | 16 | UK | 50 | 50 |
Northwick Park Developments LLP | 1 | UK | 50 | 50 |
One Dovercourt LLP † | 16 | UK | 50 | 50 |
One New Fosseway LLP † | 16 | UK | 50 | 50 |
One Lockleaze LLP † | 1 | UK | 50 | 50 |
Opal (Earlsfield) LLP † | 1 | UK | 50 | 50 |
Opal (Silvertown) LLP † | 1 | UK | 50 | 50 |
Opal (St Bernard's) LLP † | 1 | UK | 50 | 50 |
Opal Land LLP † | 1 | UK | 50 | 50 |
Overton View LLP † | 16 | UK | 50 | 50 |
Peel Hall JV LLP † | 1 | UK | 50 | 50 |
Pembers LLP † | 1 | UK | 50 | 50 |
Pickford Gate JV LLP † | 16 | UK | 50 | 50 |
| Ownership interest | |||||
| in ordinary shares % | |||||
| Registered | Country of | 2025 | 2024 | ||
| Office | incorporation | ||||
PlacePoint Housing Partnership LLP † | 1 | UK | 60 | - | |
| PlacePoint Housing Partnership (Funding) LLP | † | 1 | UK | 60 | - |
PlacePoint Housing Partnership (SPV) Limited † | 1 | UK | 60 | - | |
Pudding Mill Lane LLP † | 16 | UK | 50 | 50 | |
Ramsden Regeneration LLP † | 1 | UK | 50 | 50 | |
Sandymoor JV LLP † | 1 | UK | 50 | 50 | |
Shoo 22 Limited † -dissolved 30 Dec 2025 | 12 | UK | 38 | 38 | |
Signal Park LLP | 16 | UK | 50 | 50 | |
Stanton Cross Developments LLP | 1 | UK | 50 | 50 | |
The Piper Building Limited † | 1 | UK | 50 | 50 | |
Thornbury Pickedmoor Development LLP † | 15 | UK | 50 | 50 | |
Vistry Latimer Collingtree LLP † | 1 | UK | 50 | 50 | |
Vistry Wates (Buckingham) LLP † | 1 | UK | 50 | 50 | |
Vistry Wates (Leybourne) LLP † | 1 | UK | 50 | 50 | |
Vistry Wates (Tenterden) LLP | 1 | UK | 50 | 50 | |
Vistry Wates (Walshes) LLP | 1 | UK | 50 | 50 | |
Vistry Wates Finance LLP | 1 | UK | 50 | 50 | |
Vistry Wates Holdings LLP | 1 | UK | 50 | 50 | |
Vistry Wates Nominee Limited | 1 | UK | 50 | 50 | |
West Bridgford JV LLP † | 1 | UK | 50 | 50 | |
Westleigh Cherry Bank LLP † | 16 | UK | 50 | 50 | |
White Rock Land LLP † | 1 | UK | 50 | 50 | |
Wilmington Regeneration LLP † | 1 | UK | 50 | 50 |
| Ownership interest in ordinary shares % | |||||
Registered office | Country of incorporation | 2025 | 2024 | ||
Berkshire Land Limited | 1 | United Kingdom | 33 | 33 | |
Bishop's Stortford North Consortium Limited † | 5 | United Kingdom | 33 | 33 | |
Haydon Development Company Limited † | 7 | United Kingdom | 39 | 39 | |
IIH Oak Investors LLP (in liquidation) | 4 | United Kingdom | 26 | 26 | |
Langley Sustainable Urban Extension Limited † | 17 | United Kingdom | 33 | 33 | |
Oxfordshire Land Limited | 8 | United Kingdom | 25 | 25 | |
Monkerton Heat Company Limited † | 18 | United Kingdom | 17 | 17 | |
S4B (Holdings) Limited † | 10 | United Kingdom | 7 | 7 | |
The Ricardo Community Foundation | 9 | United Kingdom | n/a | n/a |
30. GROUP UNDERTAKINGS continued
JOINT VENTURES continued
FIVE
-
YEAR RECORD
-
UNAUDITED
Note
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Revenue 3,613.7 3,779.3 3,564.2 2,771.3 2,407.2
Operating profit 222.6 167.0 300.0 212.5 285.4
Net finance (expense)/income (50.5) (65.4) (63.0) (12.2) 4.1
Share of result of joint ventures after tax 24.1 3.3 56.0 47.2 30.0
Profit before tax 196.2 104.9 293.0 247.5 319.5
Income tax expense (58.2) (30.4) (78.0) (43.2) (65.4)
Profit for the year 138.0 74.5 215.0 204.3 254.1
ADJUSTED RESULTS
Adjusted revenue 4,155.3 4,329.2 4,042.1 3,115.1 2,693.6
Adjusted operating profit 353.8 358.2 476.1 451.1 368.4
Adjusted net finance expense (85.0) (94.7) (68.8) (32.7) (22.4)
Adjusted profit before tax 268.8 263.5 407.3 418.4 346.0
BALANCE SHEET
Net assets 3,324.6 3,235.9 3,303.9 3,249.7 2,390.6
Net (debt)/cash (144.2) (180.7) (88.8) 118.2 234.5
Average capital employed 2,548.2 2,461.8 2,275.1 1,803.2 1,446.3
RETURNS
Adjusted operating margin 1 9% 8% 12% 15% 14%
Reported operating margin 2 6% 4% 8% 8% 12%
Return on net assets 3 4% 2% 7% 9% 12%
Return on capital employed 4 14% 15% 21% 25% 26%
HOMES
Number of Partner Funded completions 5 11,593 12,633 10,722 5,447 -
Number of Open Market completions 5 4,065 4,592 5,396 6,504 -
Total number of completions 5 15,658 17,225 16,118 11,951 11,080
Partner Funded average sales price (£’000) 246 236 222 191 -
Open Market average sales price (£’000) 391 385 390 372 -
Overall average sales price (£’000) 282 275 276 286 270
EPS
Adjusted earnings per share 59.3p 55.9p 85.8p 137.5p 125.5p
Reported earnings per share 42.2p 22.0p 62.1p 86.5p 114.6p
DIVIDENDS PER SHARE
Paid - - 32.0p 63.0p 40.0p
Interim paid and final proposed - - - 55.0p 60.0p
Notes
1
Adjusted operating margin has been calculated as adjusted operating profit over adjusted revenue.
2
Reported operating margin has been calculated as operating profit over revenue.
3
Return on net assets has been calculated as profit for the year over opening net assets.
4
Return on capital employed has been calculated as adjusted operating profit over the average capital employed.
5
Completions are shown including 100% of joint venture completions.
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2025
|
203
204
|
Vistry Group PLC
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
DATE EVENT
27 March 2026 Mailing of 2025 Annual Report and Accounts
13 May 2026 Annual General Meeting
05 August 2026 Half Year Results
05 November 2026 Trading update
ANNUAL GENERAL MEETING
The 2026 AGM will be held at Linklaters LLP, 20 Ropemaker
Street, London, EC2Y 9AR on 13 May 2026 12.00 noon.
The notice convening the AGM and the form of proxy
will be mailed alongside the Annual Report and Accounts.
The notice explains the resolutions to be put to the meeting.
The Articles of Association of the Company, service contracts
of the Executive Directors, and the letters of appointment of
the Non-Executive Directors are available for inspection at the
Company’s registered office.
You can also find the Notice of AGM on the Company’s website
www.vistry.co.uk/investor-centre
SHAREHOLDER ENQUIRIES
The Company’s share register is maintained by Computershare.
Shareholders with queries relating to their shareholdings can
contact Computershare by:
Post: Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZZ.
Telephone: Vistry Shareholder Helpline: 0370 889 3236.
Online: www.investorcentre.co.uk is the easy way to manage your
shareholdings online.
Investor Centre is Computershare’s secure website.
With Investor Centre you can view shares balances, history
and update your details.
SHARE DEALING
If you wish to sell or purchase shares in the Company, you may
do so through a bank or a stockbroker. Alternatively, please go
to www.computershare.com/dealing/uk for a range of Dealing
services made available by Computershare.
Note: The provision of these services is not a recommendation
to buy, sell or hold shares in Vistry Group PLC.
DIVIDEND REINVESTMENT PLAN (DRIP)
The DRIP gives shareholders the opportunity to reinvest their
dividends to buy ordinary shares in the Company through a
special dealing arrangement. For further information please
contact the Vistry Shareholder Helpline: 0370 889 3236.
ELECTRONIC COMMUNICATIONS
Instead of receiving printed documents through the post,
many shareholders now receive their Annual Report and other
shareholder documents electronically, as soon as they are
published. Shareholders that would like to sign up for electronic
communications should go to www.investorcentre.co.uk where
they can register.
CORPORATE WEBSITE
The Group’s corporate website is www.vistry.co.uk. It contains
useful information for the Company’s investors and shareholders.
For example, it includes press releases, details of forthcoming
events, essential shareholder information, a dividend history, a
financial calendar, and details of the Company’s AGM. You can
also subscribe to email new alerts.
SHARE FRAUD
Shareholder should be wary of fraudulent approaches from third
parties with respect to their shareholding in the Company.
In some cases, these are ‘cold calls’ and in others, correspondence.
They generally purport to be from a firm of solicitors or an
investment company and offer, or hold out the prospect of,
large gains on shares or other investments you may hold.
Shareholders are advised to deal with firms authorized by
the UK Financial Conduct Authority (FCA). You can check
whether a firm is properly authorised by the FCA by visiting
www.fca.org.uk/register. For more detail on how to protect
yourself from an investment scam, or to report a scam go
to www.fca.org.uk/consumers or call 0900 111 6768.
COMPANY CONTACT DETAILS
Registered office
Vistry Group PLC, 11 Tower View, Kings Hill,
West Malling ME19 4UY
Registered in England with registration number 00306718.
Company Secretariat
Clare Bates
Chief People Officer & General Counsel
Company Secretary
Company.Secretary@vistry.co.uk
Annual Report and Accounts 2025
|
205
2025 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMPANY ADVISORS
PRINCIPAL BANKERS STOCKBROKERS INDEPENDENT AUDITORS
Bank of China Limited Numis Securities Limited PricewaterhouseCoopers LLP
Barclays Bank PLC Peel Hunt LLP
Handelsbanken PLC Jefferies International Limited
FINANCIAL ADVISOR
HSBC UK Bank PLC Rothschild & Co
Lloyds Bank PLC
INSURANCE BROKERS
National Westminster Bank PLC Arthur J Gallagher
SOLICITORS
First Commercial Bank Linklaters LLP
Santander UK PLC
REGISTRARS
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
Companies Act Companies Act 2006
AFR Accident Frequency Rate
AGM Annual General Meeting
Articles the Company’s Articles of Association
Board the Board of Directors of the Company
Bovis Homes the ‘Bovis Homes’ housing brand of the Group
BNG Biodiversity Net Gain
CO
2
e Carbon Dioxide equivalent
Code UK Corporate Governance Code issued in
July 2018
Company Vistry Group PLC
Countryside the ‘Countryside Homes’ and ‘Countryside
Partnerships’ brands of the Group
CPI Consumer Price Index
DTRs Disclosure Guidance and Transparency Rules
EBT the Company Employee Benefit Trust
ELT the Executive Leadership Team of the Group
FHS Future Homes Standards
FY25 the Company’s financial year ending
31 December 2025
GHG Greenhouse gas emissions
GDPR General Data Protection Regulation
Group or Vistry the Company and its subsidiary undertakings
HBF Home Builders Federation
HMRC HM Revenue & Customs
HY25 The Company’s half year ending 30 June 2025
ISEV Induced Socio-economic Value
KPIs Key Performance Indicators
LDI Liability driven instruments
Linden Homes the ‘Linden Homes’ housing brand of the Group
LLP Limited Liability Partnership
LSEV Local Social Economic Value
LTIP the Group’s Long-Term Incentive Plan
LTIR Lost Time Incident Rate
L&D Learning and Development team
MMC Modern Methods of Construction
NHBC the National House Building Council
PRS Private rented sector
RPs Registered providers
RPI Retail Price Index
SAYE the Group’s Save As You Earn share scheme
SBT Science Based Target
SBTI Science Based Target Initiative
SHE Safety, Health and the Environment
SIP the Group’s Share Incentive Plan
SSFR Service Strike Frequency Rate
SSSTS Site Supervisors Safety Training Scheme
TCFD the Task Force for Climate-related
Financial Disclosures
TSR Total shareholder return
UKGBC UK Green Building Council
UNSDG United Nations Sustainable Development Goals
UNFCC United Nations Framework Convention on
Climate Change
Vistry Works Timber frame manufacturing operation
GLOSSARY
Vistry Group PLC, 11 Tower View
Kings Hill, West Malling, Kent ME19 4UY
©2026 Vistry Group PLC.
vistry.co.uk
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