The directors present the strategic report for the year ended 31 December 2025.

The Group’s principal activity through David Cover and Son Ltd (“Covers”) is the supply, manufacture and processing of timber and building materials to trade and retail customers from its 17 depots across Sussex, Hampshire, Kent, and Surrey. The Group’s other principal activities include farming and estate management, as well as the development and rental of commercial and residential property.

We aim to present a balanced and comprehensive review of our business's development and performance during the year and its position at year-end. Our review is consistent with its size and nature.

The only exceptional item in 2025 was a £260,000 impairment of goodwill relating to Wingham Timber, acquired in 2022, reflecting its carrying value in light of continued subdued trading conditions. To get a like-for-like comparison with 2024, which also had exceptional items, an Adjusted Income Statement is shown below.

Like much of the construction sector, David Cover and Son ("Covers") continued to face a challenging trading environment in 2025, largely for the same reasons as in 2024, with high inflation, elevated interest rates, and broader economic uncertainty suppressing consumer confidence and disposable income. Demand for home improvements continued to stall; volumes declined, and timber prices remained low by recent history. As a result, revenue from sale of timber and building supplies reduced slightly by 3.8% compared to 2024. Margins were slightly ahead of the prior year but remain under pressure as competition remained intense and costs rose, most notably from increases in Employer's National Insurance and the National Living Wage. Discretionary spending was cut to partially mitigate these increases, and recruitment was delayed.

Our key financial performance indicators—turnover, gross margin, and operating margin—reflect the Group’s financial performance and resilience.

Adjusted Income Statement (Excluding Exceptional Items)

• The Group’s turnover decreased by 3.7% compared to 2024.

• Gross margin increased to 33.7% (2024: 32.5%).

• Adjusted operating margin was 0.6%, up 0.5% against the prior year.

• The Group recorded an adjusted operating profit of £0.6m (2024: £0.1m).

• Adjusted profit before tax moved from a £1.3m loss in 2024 to a profit of £0.4m in 2025.

Despite these pressures, the balance sheet remains strong, with net current assets of £10.0m and total net assets of £67.6m. Dividends of £15k were paid in 2025 (2024: £0.7m), reflecting a prudent approach to maintaining financial resilience. We also have unused credit facilities to draw down if required, enabling us to continue investing in the future of the business and meet supplier terms.

Other comprehensive income includes the actuarial loss on the Group’s defined benefit pension plan (“the Plan”) of £0.2m (2024: £0.1m loss). The fair value of the Plan’s assets reduced by £0.5m to £33.9m, after deducting benefits paid. The present value of future obligations decreased from £25.1m in 2024 to £24.5m. Technically, the Plan remains in a considerable surplus of £9.4m (2024: £9.3m), but this has not been recognised in the balance sheet as it is a notional surplus. Any possible recovery by the company is uncertain in both amount and timing.

The Trustee continues to work towards a “buy-out” to secure and guarantee members’ benefits with an insurance provider. As such, the Plan’s pooled fund assets have largely been invested in long-duration corporate bond funds, and the disposal programme for the properties held within the fund has continued, with proceeds further invested in bonds. This continues to de-risk the Plan’s assets against movements in the discounted value of its liabilities and mimics what an insurance company requires in a buy-out.

After movements relating to the Plan, revaluations, and dividends, reserves have decreased by £0.7m to £67.6m, of which £0.4m is attributable to non-controlling interests. Overall, the Group’s balance sheet remains very robust.

Cash generated from operations was £5.0m, compared to £1.4m in 2024, reflecting the return to an operating profit and favourable working capital movements. Net interest costs decreased by £0.6m. Proceeds from fixed asset disposals totalled £0.2m, and the Group also received £1.4m from the disposal of an investment property. A connected company repaid £5.7m of its loan. These inflows were used predominantly to repay £12.3m of bank borrowings, alongside £0.8m of finance lease payments. Overall, there was a net decrease in cash of £2.7m, leaving the Group with a net overdrawn cash position of £0.9m at the year-end (2024: £1.8m net cash).

We have continued to be guided by our values (available on the website www.coversmerchants.co.uk) and always aim to protect and enhance our long-term reputation with all stakeholders.

The directors have identified the following as the principal risks and uncertainties facing the Group, together with the mitigating actions taken:

• Economic and market conditions – demand for building materials is closely linked to consumer confidence, interest rates and construction activity, while our farming and property activities provide some diversification. We mitigate this through a diversified trade and retail customer base and tight management of working capital.

• Cost inflation – rising statutory employment costs and other input cost inflation, as referenced above, continue to pressure operating margins. We manage this through pricing discipline, procurement efficiencies and selective cost control.

• Commodity prices and supply chain – timber and other building material prices can be volatile and supply can be disrupted. On the farming side, wheat and fertiliser prices are also volatile. We mitigate this through forward ordering, supplier diversification and selective stockholding (see also Our customers and suppliers below).

• Competition – the Southeast builders’ merchant market remains highly competitive (see our Section 172 statement below for more on our competitive positioning). We respond by investing in service levels, digitalisation and our independent, customer-focused positioning.

• Credit, liquidity and interest rate risk – the Group is exposed to price, credit, liquidity and interest rate risk in the normal course of trading, particularly given its bank borrowings. We have secured an interest rate hedge against part of our bank debt to reduce the risk of rate volatility and maintain unused credit facilities for additional headroom.

• Property valuation – the carrying value of the Group’s investment and trading properties depends on directors’ judgement and external market conditions, including interest rates and occupier demand. Valuations are reviewed annually with reference to rental yields and prevailing market evidence.

• Pension scheme – the Group’s defined benefit pension plan carries a notional surplus that is not recognised in the balance sheet, and its eventual recovery is uncertain in amount and timing. The Trustee continues to de-risk the Plan’s assets ahead of a prospective buy-out.

We have taken steps to reduce costs and improve efficiency while maintaining the high levels of service our customers expect. We continue to invest selectively in the business, particularly in vehicles, forklifts, and plant—prioritising electric equipment wherever feasible to support our net-zero ambitions. Our energy intensity increased slightly on 2024, but this will decrease as we fully transition to purchasing green electricity.

Outlook

At the time of writing, the UK economic outlook remains uncertain, not helped by the continued war in Ukraine and the conflict in Iran. Government tax policy continues to cause uncertainty, and interest rates remain relatively high. Consumer confidence is fragile, and construction activity is expected to remain subdued in the short term. Against this backdrop, we remain cautious about major investment decisions.

However, we are confident in the resilience of Covers and the wider Group. Our strong financial position, long-standing supplier relationships, and loyal customer base provide a solid platform to weather current conditions. By investing in technology and digitalisation, people, and sustainability, we are positioning the business to capitalise on opportunities as the market improves.

People and Culture

The contribution of our staff continues to underpin the Group’s long-term success. In 2025, we invested £69,000 in training and development, following £145,000 in 2024. This included leadership development for the Executive Board, Managers and future Managers as well as product and sales training. We are committed to providing our people with opportunities to advance their careers and to maintaining a safe, inclusive, and rewarding work environment.

During the year, the Group also contributed £36,131 (2024: £53,697) to charities and community initiatives, continuing our long tradition of supporting the areas where we operate.

The directors recognise the important contribution made by all our staff to the business’s long-term success.

Research and development

The Group continues to invest in systems and product development to strengthen our customer offering. A new Covers website was launched in summer 2025, enhancing online ordering and customer communication. Our point-of-sale system was also upgraded, improving efficiency and service at depot level.

On the product side, Covers has continued to grow and develop our timber cladding ranges and has further developed the Wingham brand of high-quality fencing and landscaping products, broadening choice for customers.

As the Board of Greens, we have a legal responsibility under Section 172 of the Companies Act 2006 to act in a way that promotes the company’s success for the benefit of its members as a whole, while considering the long-term impact of our decisions on stakeholders. This statement outlines how we fulfil that responsibility.

Promoting the company’s success for its members

Greens’ history dates back to its incorporation in 1917, although the family had been involved in timber for at least a century before that. The main trading business was founded by the Cover family in 1846, and in 1946, control passed to the Greens family, who continue to run it today. We’re proud of how, over 180 years, the company has provided employment, training, and financial rewards for its owners and employees. We regard it as important that family ownership is maintained through the generations and that the Group has re-invested most of its profits.

Covers aims to be the first choice for SME builders in the Southeast, while also serving larger corporate and retail customers. In a crowded market dominated by large corporates and private equity-backed groups, Covers has retained its distinctive independent position by investing in its people, depots, and timber production facilities.

The Group’s farming and property investment businesses are similarly focused on long-term sustainability—both in agricultural practices and in enhancing the energy efficiency of our commercial and residential properties. Investments include solar PV, heat pumps where appropriate, and ongoing improvements to building energy performance.

The Group makes strategic decisions based on long-term objectives. This has led to significant capital investment, including the acquisition of other merchants, the purchase and improvement of premises, and ongoing investment in vehicles, timber processing plants, and lower-carbon equipment to ensure we can serve more customers more effectively.

Engaging with stakeholders

Our key stakeholders, and how we engage with them, are as follows:

Our employees

The Group relies on a skilled team, including salespeople, mill operatives, estate workers, forklift and lorry drivers, all supported by depot staff and head office functions such as purchasing, finance, HR, property, and other specialists.

Recruitment and retention of staff are critical. We engage with staff by:

• Offering competitive pay and performance-based bonuses;

• Providing training and career development opportunities;

• Ensuring regular meetings with depot/department managers and at least one annual meeting with a director.

Our customers and suppliers

We aim to offer a market-leading service to our customers of all sizes. We aim to build long-term relationships with our suppliers both directly and through our membership in the Fortis buying group of like-minded independent companies. We have built and will maintain a reputation for transparency and fair dealing in our interactions with customers and suppliers.

Our community

As a family-run business rooted in Chichester, we support the communities we serve—particularly through regular donations and fundraising for hospices. We also support local charities, clubs, and schools with both funds and materials. Staff are encouraged to engage in community initiatives through paid days off and matched donations.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group has secured an interest rate hedge to reduce the risk of volatility on part of it's bank debt over the coming years.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The Group’s policy is that disabled people are given full consideration for employment and subsequent training (including, if needed, retraining for alternative work where employees have become disabled), career development and promotion on the basis of their aptitudes and abilities.

The group continues to involve staff in the decision-making process and communicates regularly with them during the period. Their involvement in the group's performance is further encouraged with employee bonus schemes. The group's aim for all members of staff and applicants for employment is to fit the qualifications, aptitude and ability of each individual to the appropriate job, and to provide equal opportunity, regardless of age, gender, sexual orientation, religion or ethnic origin.

Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements. 

In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.

For several years, one of the group’s key strategic priorities has been environmental sustainability. We procure timber from sustainable sources and have invested in Solar PV on most depot roofs. We aim to eliminate or recycle waste materials and continue to invest in lower energy-consumption lighting. We have maintained an eco-specialist department since 2007 to help our customers build more sustainably. The group is procuring electric (rather than diesel) powered forklift trucks and electric/hybrid cars, and has also continued to invest in lower emission Euro 6 lorries. Roughly 50% of our forklift fleet is fully electric, and 100% of designated company cars are hybrid or electric. We have also switched to buying green energy as existing contracts lapse, meaning our 2026 emissions will be approximately 90% lower than our pre-switch baseline, and will be 100% green in 2027.

In the year 1,493,354 (2024: 1,269,587) kwh of renewable energy was generated through Solar PV, of which 525,420 (2024: 541,821) kwh was used, and 967,934 (2024: 727,766) kwh was exported.

We have followed the 2019 HM Government Environment Reporting Guidelines in preparing these statistics. We have also used the GHG Reporting Protocol—Corporate Standard and the 2025 & 2024 UK Government Conversion Factors for Company Reporting. Copies of the conversion factors used are provided in the “UK Gov Carbon Conversion Factors.” UK Government carbon conversion factors for reporting spreadsheets are available at https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2025.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and research and development.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of J.H.& F.W.Green Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the Group statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and the parent company's affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

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 parent 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the group's sector.

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company;

• we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risks of fraud through management bias and override controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £662,569 (2024 - £1,196,095 profit).

J.H.& F.W.Green Limited (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is Sussex House, Quarry Lane, Chichester, England, PO19 8PE.

The Group consists of J.H.& F.W.Green Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. A property used in the trade of another Group company has been reclassified from investment properties to tangible fixed assets in the accounts in the light of the triennial review of FRS 102. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company J.H.& F.W.Green Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

In assessing going concern, the Directors have prepared detailed forecasts and cash flow projections covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate management's expectations regarding trading performance, working capital movements and capital expenditure, taking account of the challenging conditions currently affecting the construction sector.

The Group operates with committed banking facilities and, throughout the assessment period, forecasts indicate continued compliance with all associated banking covenants and the maintenance of adequate liquidity headroom.

The Directors have also performed sensitivity analysis against the base case forecasts, including reductions in sales volumes and gross margins. Under these reasonably possible downside scenarios, the Group continues to maintain sufficient liquidity and covenant compliance.

In addition, management has identified a range of mitigating actions that could be implemented if required, including the reduction or deferral of discretionary expenditure and capital investment and property disposals.

Having considered the forecasts, sensitivities and available mitigating actions, the Directors have concluded that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements and therefore continue to adopt the going concern basis of accounting.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Goodwill arising on consolidation, representing the excess of the purchase price over the fair value of net assets of subsidiaries at the date of acquisition is capitalised and written off over its useful economic life. Acquired goodwill is written off in equal annual instalments over it's estimated useful economic life of 15 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

The group designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedgers or cash flow hedges. At inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The contributions payable in respect of defined contribution schemes are charged to the profit and loss account for the relevant year.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The investment property valuations are made by the directors annually based on rental yields and their knowledge of the market. Given the subjectivity of the valuations, there is a degree of estimation uncertainty involved. The fair value of the investment properties at the year end totalled £22,931,094 (2024: £23,255,102).

Determining whether goodwill or intangible assets are impaired requires an estimation of the value in use of each of the cash-generating units to which goodwill and intangible assets have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and to apply an appropriate discount rate in order to calculate the present value of those cash flows. Impairment losses charged against goodwill in the year amounted to £260,000 (2024: £1,350,000).

An analysis of the group's turnover is as follows:

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 3).

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Group freehold land and buildings with a carrying amount of £11,419,693 (2024 - £11,529,436) have been pledged to secure liabilities of the group.

More information on impairment movements in the year is given in note 14.

The fair value of the investment properties at 31 December 2025 was determined by the directors with the support of an internally employed property manager. The directors periodically obtain external valuations from RICS qualified valuers to aid their assessment. All investment properties are available for let under operating leases.

The Group has a 50% interest in Chichester Business Park Partnership, which is an unincorporated property development partnership and a 50% interest in Chichester Business Park LLP. Separate financial statements are prepared for these joint venture entities.

Details of the company's subsidiaries at 31 December 2025 are as follows:

E E Olley & Sons Limited (company no: 00513587), Bury Estates Limited (company no: 00236315) and Sengate Limited (company no: 02504496) have taken advantage of the exemption from audit available to them under section 479A of the Companies Act 2006.

The bank loans and overdrafts are secured on specific group freehold properties.

The loan attracts interest at SONIA daily rate plus a margin and is repayable by instalments.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The finance lease liabilities are secured against the assets to which they relate.

Deferred tax assets and liabilities are offset where the Group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Defined contribution pension schemes are operated for all qualifying employees. The assets of the schemes are held separately from those of the Group in independently administered funds.

The Group operates a pension scheme providing benefits based on final salary pensionable pay, known as the Green Group Retirement Benefit Plan. The scheme has been closed to new entrants since 31 July 2001. Since then the Group has offered a stakeholder scheme which operates on a defined contribution basis as does the ongoing scheme for the Group's directors. All of the schemes are funded by payments and contributions to separately administered trust funds. On 1 August 2023, the scheme closed to future accrual.

The Green Group Retirement Benefits Plan is a UK defined benefit scheme. A trustee funding valuation was carried out at 1 August 2022 and updated to 31 December 2025 by a qualified independent actuary.

On 25 July 2024, in the case Virgin Media v NTL Pension Trustees II Limited (and others), the court of appeal upheld the High Court's decision on the correct interpretation of historic legislation governing the amendment of contracted-out DB schemes.

In respect of the Group's DB scheme, detailed investigation remains ongoing and at the point of approval of the accounts there is no indication of the impact, if any, on the scheme and therefore no adjustment has been made to these accounts in respect of it.

Assumed life expectations on retirement at age 65:

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

The net pension surplus of £9,411,000 (2024: £9,309,000), assessed in accordance with FRS 102, is not recognised in the balance sheet because the surplus is a notional surplus and any possible recovery by the company is uncertain in amount and timing.

The actual return on plan assets was £1,115,000 (2024: £2,314,000 loss).

Each share is entitled to one vote and a dividend proportional to its nominal value.

The revaluation reserve has arisen on the fair value movement of investment properties and represents a non-distributable profit reserve.

The hedging reserve arises from the change in fair value of the hedging instrument net of deferred tax.

A charge over one of the Group's properties has been granted to the Green Group Retirement Benefit Plan to help secure any deficit which was £NIL at 31 December 2025 (2024: £NIL).

An unlimited multilateral guarantee exists between J. H. & F. W. Green Limited and certain other group companies in respect of the loan and overdraft facilities in the group.

The group is jointly and severally liable for the other party's share of the joint venture liabilities as at 31 December 2025 of £44,263 (2024: £46,892).

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Interest is charged on the amount due from related parties at a commercial rate and the balance is repayable on demand.

Other related parties represents entities which have shareholders and directors in common with the group.

The following amounts were outstanding at the reporting end date:

Interest is charged on the amount due from related parties at a commercial rate and the balance is repayable on demand.

Other related parties represents entities which have shareholders and directors in common with the group.

Dividends totalling £0 (2024 - £325,307) were paid in the year in respect of shares held by the company's directors.