delivering specialist construction services
annual report & accounts 2005 highlights 1
chairman’s statement 2
chief executive’s review 4
land remediation 5
nuclear decommissioning 6
social housing 7
high quality residential 8
structural refurbishment 9
restoration 10
retail 11
science & education 12
rail infrastructure 13
group businesses 14
directors’ report 15
directors’ remuneration report 18
corporate governance 21
independent auditors’ report 23
group profit & loss account 24
group statement of total recognised gains & losses 24
balance sheets 25
group cash flow statement 26
notes to the accounts 27
five year review 51
shareholder information 52
directors & advisors 52
notice of annual general meeting 53 highlights
3.46p
earnings per share
2004: loss of 11.62p
£2.7m
before exceptionals
ongoing operations
2004: £0.3m
£455m
turnover
2004: £459m
£1.2m
profit before tax
2004: loss of £6.9m
• Financial position underpinned by £18m net cash inflow from sale of Bullock
• Elimination of FRS 17 pension liability
• Appointment of Group Chief Executive 
• Strategy in place to leverage extensive skills base within specialist markets 
• Dividend of 0.2p (2004: nil)
• Group name changed to Renew Holdings plc at EGM on 12 January 2006
annual report & accounts 2005 1 Introduction
I am pleased to report a year of
significant and positive change for 
the Group. As a result of the sale of
Bullock Construction, which was
approved by shareholders on 16
September 2005, the Group has been
able to underpin its financial position.
The total consideration was £42.2m,
resulting in a net cash inflow of £18m
after the repayment of intra group
balances. In June, Brian May was
appointed as the Group’s new Chief
Executive. Since his arrival he has
visited all of the Group’s businesses
and as part of these visits has
completed, with the support of the
subsidiary company directors and the
Board, a further review of its legacy
contract exposures. It is the Board’s
view that these legacy contract issues
have now been provided for consistent
with the expected level of cash
recoveries from those contracts. 
The Group’s activities have been
reorganised in line with its core skills
base and it is now operating from a
much reduced overhead base. Actions
have been taken to reduce the
Group’s exposure to higher risk, lower
margin contracts and the Group’s
businesses are now winning new work
through partnering agreements with
their key clients. With the successful
introduction of the control mechanisms
which were noted in this report last
year and which have now been fully
implemented, the Group’s overall risk
profile has been greatly reduced. 
Group strategy and name change
The second half of the year has seen
continued success from the Group’s
strategy of focusing on the market
sectors in which we have excellent
skills and extensive experience.
Following the sale of Bullock, 
Brian May will look to develop 
this strategy and create even greater
focus on the Group’s core strengths 
in its specialist areas of activity. 
This is outlined in more detail in 
the Chief Executive’s review 
that follows. 
The past year has been an incredibly
difficult and challenging period for the
Group and there has been a great 
deal of change, including the sale and
closure of a number of the Group’s
businesses. Reflecting this more
focused approach, the Board’s
proposal to change the Group’s name
to Renew Holdings plc was approved
by shareholders at the EGM held on
12 January 2006.
Results and dividend
Group turnover for the year ended 
30 September 2005 was £455m
(2004: £459m) and profit before tax
was £1.2m (2004: loss before tax 
of £6.9m). The resulting earnings per
share for the period was 3.46p
compared to a loss per share last 
year of 11.62p. Net assets on 
the Group balance sheet as at 
30 September were £4.7m with 
a cash balance of £13.6m and
indebtedness of £12m. 
Group turnover from ongoing
operations was £330m (2004: £349m).
Profit from ongoing operations before
exceptional items was £2.7m (2004:
£0.3m). The total provisions made
during the year against legacy
contracts in our ongoing businesses,
which were procured during 
2002-2003 and all of which are now
nearing financial agreement with 
the client, was a further £15.4m. 
The restructuring of ongoing
businesses and other exceptional
items amounted to £4.4m.
The Board is recommending the
payment of a dividend of 0.2p in the
current year, and having returned to
the dividend list, it intends to pursue 
a progressive dividend policy. 
Lovell Pension Scheme
The Group adopted FRS 17 with effect
from 1 October 2003. The Group has
again this year implemented a number
of pension transfer initiatives to both
deferred members and pensioners 
of the scheme that resulted in a
reduction of the pension scheme fund
deficit of £3.7m with a total cost of
£1.1m. The benefit of this further
reduction in deficit, along with an
improved investment performance
after a review of investment strategy
by the fund’s Trustees, has resulted in
there being no FRS 17 liability as at 
30 September 2005. The resultant
asset has not been recognised in the
Group balance sheet in accordance with
the guidance established by FRS 17.
2
chairman’s statement The second half of the year has seen continued
success from the Group’s strategy of focusing 
on the market sectors in which we have excellent
skills and extensive experience. 
Outlook
At 31 December 2005 the Group’s
order book stood at £210m 
(2004: £234m). This accords with the
Group’s focus on the specialist areas
of activity that will form the core of its
strategy going forward and on lower
risk, higher margin contracting. By
continuing this focus and taking
advantage of the strong markets in
which its businesses operate, the
Board is confident that the Group is
now capable of delivering reliable and
growing cash backed profits. 
Roy Harrison
Chairman
26 January 2006
Property
The Group continues its strategy of
realising value and cashflow from its
portfolio of UK and US property
assets. These assets are being actively
managed, and during the year £1.3m
was written off the value of two of the
Group’s UK properties in order to
facilitate their future sale. During the
year, the Group realised £2.6m 
(2004: £4.4m) from property sales. 
Employees
This year has again been a difficult one
for our employees and the Board
appreciates the continued hard work,
commitment and loyalty they have
demonstrated throughout the period.
Board and Management
With the appointment of Brian May as
Chief Executive, I stepped down as
executive Chairman and took up the
role of non-executive Chairman as
from 1 October 2005.
annual report & accounts 2005 3 In the period to the end of the financial
year, and subsequently, I have visited
all of our subsidiary businesses, met
our senior staff and visited a large
number of our projects. These visits
have enabled me to undertake a
detailed assessment of the
performance and prospects for each
business. The majority of the Group’s
businesses have been profitable for
many years and trade under 
well-respected and long-standing
brand identities operating in selected
markets, defined by specialist activity,
regional knowledge and experience.
This review process has enabled me
to gain a full understanding of the
Group’s businesses and agree with 
the Board a strategy for the Group
going forward. This is fundamentally 
a development of the Group strategy
which was implemented last year,
focusing on the specialisms of our
constituent brands which sets them
apart from others in the market.
As mentioned in the Chairman’s
Statement the Group’s name has been
changed to Renew Holdings plc to
better reflect this strategy.
The Group’s specialist areas of 
activity are: 
Land remediation
Nuclear decommissioning
Social housing
High quality residential
Structural refurbishment
Restoration
Retail
Science and Education
Rail infrastructure
These markets have good future
prospects and the Board will look 
to grow the Group’s operations in
each while building on client
relationships which have been
developed over many years. All the
Group’s businesses will continue
developing these relationships 
to ensure longer term working
arrangements and increased repeat
and negotiated business.  
Key to the Group’s strategic objectives
is having an effective and efficient
executive control in place. I have
formed an Executive Management
Committee comprising the Managing
Directors of the subsidiary businesses,
who will all report directly to me. This
new committee will co-ordinate the
strategy, across the Group, sharing
knowledge and best practice, and
continue to implement key processes
to ensure that we effectively manage
all our risks and safely deliver high
quality services.
In addition, control will be enhanced
by regular visits to the individual
businesses by me and my senior
financial and commercial colleagues 
to ensure that all controls are being
implemented and that Group policies
are communicated widely.
The specialist differentiators within 
the Group give us an excellent
opportunity to develop the business
further and I am confident that we 
will deliver reliable and growing profits
in the years ahead.
Brian May
Chief Executive 
chief executive’s review
4
The specialist differentiators within the Group give us an
excellent opportunity to develop the business further for Liverpool Land Development
Company at a former transport depot
in Watertree, which has been
reclaimed for commercial use by
extensive processing and
bioremediation of on-site materials. 
Through collaboration with leading
consultants, VHE is able to provide 
full turnkey design and construct
projects for its clients, which are
independently validated to current
regulatory standards.
Demolition and site clearance,
together with infrastructure works are
provided as part of a complete
enabling package to allow clients to be
on site more quickly. A key project due
for completion in December 2005 is
the £6.5m remediation of the former
Manor Farm Sewage Treatment Works
for Kennet Properties, the property
division of RWE Thames Water. This
involves the removal and treatment of
contaminated materials including
sewage sludge, removal of existing
concrete structures, and processing 
of materials for re-use as 
construction fills and aggregates 
within the new infrastructure and
subsequent development. 
One of the larger projects commenced
and completed during the year was
the £12.3m remediation at the former
Phurnacite smokeless fuel plant at
Abercwmboi, in the Cynon Valley near
Aberdare, South Wales. The contract
for the Welsh Development Agency
comprised the removal of around
122,000 tonnes of waste tar and
contaminated soil and replacement
with clean material.
VHE is also retained by National Grid
Property (formerly British Gas property
division) for its term contract for the
remediation of its UK-wide portfolio of
redundant gas works.
VHE is a leading provider of 
brownfield land remediation services
with a client base including public
sector organisations such as 
Regional Development Agencies and
Local Authorities, together with 
private sector house builders and
property developers.
VHE has extensive experience in
reclaiming brownfield land, providing a
range of services including
bioremediation, soil washing,
stabilisation and groundwater
treatment solutions for its clients to
maximise the value of their redundant
land resources. The company’s
expertise in providing innovative and
sustainable treatment technologies,
designed and developed in-house,
was demonstrated during the year for
Berkeley Homes at their former Eagle
Works foundry development in Oxford,
where materials received on-site
treatment for immediate re-use, and
annual report & accounts 2005 5
land remediation principal plant areas within the
Sellafield site. The work ranges from
repair and maintenance through plant
modifications and shut-downs to
capital work. Shepley provides the on-
site engineers, trades, management
and administration whilst WCEL
provide the off-site fabrication facility
and any special prototype or test rig
work. This three-year contract is worth
approximately £30m.
Although nuclear decommissioning is
perceived as a new industry, Shepley
and WCEL have been involved in this
work for over 10 years. The work is
predominantly carried out in-house
utilising the resources available primarily
within Shepley, WCEL and VHE. 
Shepley has a long track record at 
the Springfield, Sellafield and Harwell
nuclear licenced sites, having
successfully decommissioned facilities
involving de-planting, clean out,
dismantling, demolition and 
re-landscaping in preparation for
development. It has also been 
carrying out decommissioning,
engineered demolition and remediation
work for more than 15 years at the
BNG/Westinghouse site at Springfield
in Lancashire and has recently
commenced a two-year framework
agreement for decommissioning works
at the former Chapelcross Power
Station in Scotland.
6
Shepley Engineers Ltd and its
subsidiary, West Cumberland
Engineering Ltd (WCEL), operate
exclusively in niche sectors within the
nuclear market. They have a 60-year
track record of working in highly
regulated areas and operating in 
often very difficult conditions, having 
to factor in sensitivities concerning 
the environment, radiological dangers
and security problems. 
Based in West Cumbria, Shepley
Engineers is well positioned to 
benefit from the The Nuclear
Decommissioning Authority’s 
£50 billion spend programme of which
70% is earmarked for the region.
Shepley Engineers and WCEL’s 
£21m nuclear workload is evenly 
split between operational engineering
support and post-operational 
support (decommissioning).
Shepley Engineers is currently working
on a framework contract to provide a
multi-discipline engineering service for
THORP , SMP and HLWP , three of the
nuclear decommissioning New build social housing is a key issue
for a number of regions across the
country. Allenbuild has a long history 
of working for clients such as
Community Housing Association,
Family Housing Association and
London and Quadrant. 
Allenbuild is part of the Gentect
Homes consortium, comprising
Genesis Housing Group, leading
architects and a number of
contractors. Gentect’s initial plans to
develop 1,500 homes over a four-year
period have now been significantly
extended. Allenbuild is already working
on seven schemes totalling 300 units,
including a £2m timber-framed
development in Crawley.
One of Allenbuild’s largest projects is
the £14.7m reconstruction of a 
six-storey Victorian property in
Clerkenwell to create 90 apartments.
The scheme is the latest in a six-year
strategic alliance with Community
Housing Association. 
Allenbuild also has a well established
track record of working for social
housing providers in the Midlands. 
It recently carried out a scheme for
Accord Housing Association to design
and construct 30 houses in Redditch,
and a £2.7m scheme is currently
underway in Grantham for South
Kesteven District Council. 
annual report & accounts 2005 7
social housing
© British Nuclear Group Walter Lilly’s single most active sector
has been high quality residential
refurbishment in the prime London
market, with schemes currently being
completed in Belgravia, Kensington 
& Chelsea, Mayfair and Hampstead.
The company combines specialist 
in-house engineering and traditional
contracting skills with high quality
finishes to meet the demands of its
largely international clients. 
Walter Lilly is also seeing growth in the
new build high quality residential
sector and is currently carrying out a
£21m scheme to construct three
properties in Kensington.
Britannia Construction has also carried
out work on a project to alter and
extend a manor house in Hereford.
YJL London’s recent residential
expertise ranges from the creation of
13 luxury flats and a town house in
Dorset Square to the fit-out of a
three-storey penthouse flat in Avenue
Road, London.
8
high quality residential Since its formation in 2001, YJL
London has carved a market niche as
a specialist structural refurbishment
contractor. The company’s track
record and reputation has resulted in
80% of current business being
secured through repeat opportunities.
One of its largest projects is in
Clerkenwell for the Workspace Group
to refurbish a Victorian workshop. 
The £6.5m contract involves the
construction of a new floor on top of
part of the existing building, gutting of
the internal structure of the existing
building, and construction of a new lift
shaft, windows and a “futuristic” flying
roof over an internal courtyard.
A second contract at Ealing College,
worth £6.6m, comprises the
construction of a multi-media
classroom block, featuring an external
projection screen covering almost the
whole of the 250 sq m front elevation.
The contract was negotiated on the
back of a successfully completed
project in 2004 to restore a teaching
block which was destroyed by fire. 
YJL London is also nearing the end of 
a three-year programme of work at
East Surrey Hospital worth almost £9m.
This work poses a number of unusual
challenges including having to work
alongside live operating theatres and
critical illness wards and coordinate
installation of specialist equipment.
Walter Lilly has also carried out a
significant number of structural
refurbishment projects including the
completion this year of a £14.5m
scheme in Mayfair for a private client,
which featured hand-dug caisson
piles to create a double basement
and extensive structural alterations to
the main building and the adjoining
mews property.
annual report & accounts 2005 9
structural refurbishment restoration
The UK has a rich architectural
heritage and the preservation of
historic and listed buildings requires an
in-depth understanding of traditional
construction methods. 
Shepley Engineers is currently carrying
out a major restoration of the wrought
and cast iron Victorian structural roof
and platform support at St Pancras
Station. This £10m, three-year project
involves overcoming a number of very
difficult engineering, logistical and
heritage issues. The skilled work
required on site is very intensive 
using modern techniques whilst
satisfying the regulator’s demands 
for faithful restoration. 
Shepley Engineers is also well
advanced with the dismantling and
reconstruction of Kibble Palace. The
Category ‘A’ listed cast and wrought
iron glasshouse located in the Botanic
Gardens, Glasgow, is being returned
to its former glory in a £5.8m contract
for Glasgow City Council.
YJL London is managing a particularly
sensitive job in Piccadilly to completely
restore the external fabric of Burlington
House which adjoins the Royal
Academy of Arts. The project, for the
Office of the Deputy Prime Minister
(ODPM), includes natural stonework
repairs, stone cleaning, roof repairs and
renewals, leadwork replacement and
architectural metalwork repairs to gates
and railings which are centuries old.
Allenbuild has undertaken extensive
work in the listed and historic palaces
sector, working for the Royal
Household, Cabinet Office, Downing
Street and Palace of Westminster
(Houses of Parliament). The company
acted as management contractor for
the refurbishment of the Grade II listed
Royal Lodge which was completed
during the year.
Walter Lilly secured a £5.1m high
quality commercial new build project
for The Caledonian Club in London’s
Halkin Street, involving the construction
of an extension to the existing club
building, in keeping with the original
architect’s design. The company also
completed the refurbishment of the
Willett Building in Sloane Square, its
seventeenth project with the Cadogan
Estate. In October 2005, Walter Lilly’s
Matthew Stagg was awarded the
Construction Manager of the Year
Award by the Chartered Institute of
Building. His Gold Medal in the 
£5m-10m ‘Refurbishment and Fit Out’
category was earned as project
manager for the conversion of a listed
church building into the new Cadogan
Hall in Chelsea, now home to the Royal
Philharmonic Orchestra.
10 retail
Britannia Construction has been a
Tesco framework contractor for more
than 20 years. During this period, 80
projects valued in excess of £175m
have been completed, including new
stores, extensions and refits. 
Refits and extensions provided the
bulk of work for Tesco over the 
year, with schemes in Cirencester,
Midsomer Norton, Bishop’s Cleeve,
Worcester, Swindon and New Milton.
A new store at Pontardawe was 
also completed.
A recent innovation is the erection of
temporary stores to enable Tesco to
continue trading while stores are
altered. Britannia built two of these
temporary stores at Evesham and
Solihull, which were subsequently
taken down on completion of the 
store alterations.
Britannia has wide experience of the
retail sector, encompassing town
centre developments, edge of town
centres and retail parks. At Talbot
Green in South Wales, the company
completed a 10 unit retail park for
Spen Hill Developments, Tesco’s 
non-food retail park development arm.
Work was also undertaken at Banbury
Retail Park, a new Honda car
showroom constructed in Bristol for 
J T Bayliss & Co Ltd and two units
completed in Evesham for Morbaine.
Other retail work across the Group
includes Allenbuild’s construction of
Phase II of the Three Lakes Retail Park
development in Selby for Dransfield
Properties. The £5m development will
provide over 57,000 sq ft of new
space, with the retail giant JJB Sports
already signed up to operate their
successful new combined gym and
shop concept. Allenbuild also
completed the £3m second phase of
the Crystal Peaks Shopping Centre
redevelopment near Sheffield for
Hermes Property Asset Management.
annual report & accounts 2005 11 science & education
building, with a newly built extension
incorporating offices and laboratories. 
A 307-room residential accommodation
block was also constructed.
Walter Lilly is also approaching the
completion for London’s Kings
College of the £21m new build
laboratory project on the Denmark Hill
site in Camberwell.
Following successful negotiations,
Walter Lilly’s framework agreement
with DEFRA (Department for
Environment Food and Rural Affairs) at
Weybridge was extended to 2008 with
an option for a further two years. 
In October 2005, the ASU 
Headquarters building was completed
on the same site, in a £3.3m design
and build contract. The project has
secured an 83% BREEAM (Building
Research Establishment’s
Environmental Assessment Method)
rating, which is believed to be the
highest achieved for a bespoke
BREEAM assessment.
The company has re-established 
its long-term relationship with
GlaxoSmithKline at its Ware facility
with a contract to provide new
laboratory space in GSK’s pioneering
flexilab program.
12
In what has been a successful trading
year for Walter Lilly, it has continued its
progress in the science and university
sectors with the completion of the
Weatherall Institute of Molecular
Medicine at Oxford University, the
fourth major project for this client. In
addition, it has secured its first project
under its framework agreement at
Imperial College with the £1.8m
refurbishment and extension to the
NMR Cross Faculty Centre.
The completion of a £32m scheme at
the University of Surrey Roehampton
involved an extensive refurbishment of
Parkstead House, a Grade 1 listed YJL Infrastructure (YJLi) operates
almost exclusively within the rail
environment, having developed a
close working relationship over the
past 20 years with both London
Underground and Network Rail. 
Privatisation within the rail industry
has expanded YJLi’s prospective
client base and the company is
actively involved with both Tube Lines
and Metronet, the two companies
appointed by London Underground
to carry out refurbishment works on
London’s tube network under Public
Private Partnership agreements.
During the past year, YJLi has
worked predominantly on refurbishing
and modernising stations on the
Northern Line under its framework
agreement with Tube Lines, which
has been worth some £50m since
2002. Burnt Oak, Tufnell Park,
Borough and Kennington have all
been completed and were amongst
the first stations to be delivered
under the PPP agreement. 
YJLi is currently looking at
opportunities within Network Rail,
both directly with the company and
with the Train Operating Companies.
It continues to develop its disabled
access capability by way of the 
Step Free Access projects, and is
currently on site at Morden with a
commencement at Golders Green
scheduled for the current year. There
is likely to be a strong market for SFA
provision at both underground and
overground stations as London
mobilises to host the Olympic Games
in 2012, and YJLi is well placed to
respond to this demand.
annual report & accounts 2005 13
rail infrastructure 14
VHE
Phoenix House
Hawthorn Park
Coal Road
Seacroft
Leeds
LS14 1PQ
Tel: 0113 273 9200
Shepley Engineers
Ingwell Hall
Westlakes Science Park
Moor Row
Cumbria
CA24 3JZ
Tel: 01946 599 022
Allenbuild
Jubilee House
Waterside Drive
Wigan
WN3 5AZ
Tel: 01942 246 265
Unecol House
819 London Road
North Cheam
Surrey
SM3 9BN
Tel: 020 8335 4800
Phoenix House
Hawthorn Park
Coal Road
Seacroft
Leeds
LS14 1PQ
Tel: 0113 237 5600
Stoneygate Road
Spondon
Derby
DE21 7RY
Tel: 01332 680 400
group businesses
Walter Lilly
Waddon House
283 Stafford Road
Croydon
Surrey
CR0 4NN
Tel: 020 8730 6200
Britannia Construction
Britannia House
Staverton Technology Park
Cheltenham
Gloucestershire
GL51 6TQ
Tel: 01452 859 880
YJL London
39 Cornhill
London
EC3V 3NU
Tel: 020 7522 3235
YJL Infrastructure
39 Cornhill
London
EC3V 3NU
Tel: 020 7522 3220 The Directors present their Report and the audited accounts for the
year ended 30 September 2005.
Principal activities
For the year ended 30 September 2005 the principal activity of 
the Group was in construction and construction related activities.
The main construction activities are carried out in the United
Kingdom and a segment of the land development activities in the
USA. More details of these activities, the year’s trading and future
developments are contained in the Chairman’s Statement and 
the Chief Executive’s Review. A list of the principal operating
subsidiaries and joint ventures of the Group as at 30 September
2005 appears on page 49.
Results and dividend
The Group made a profit for the year before taxation of £1,175,000
(2004: loss £6,939,000). The Group profit attributable to
shareholders was £2,074,000 (2004: loss £7,045,000). The
Directors recommend the payment of a final dividend on Ordinary
Shares of 0.2p (2004: nil) and, as there was no interim dividend,
the total for the year is 0.2p (2004: nil). A profit of £1,954,000 
(2004: loss £7,045,000) has been transferred to reserves.
Financial review
Shareholders’ funds is made up as follows: £000
Cash and short-term deposits 13,590
Bank loans and overdrafts (11,963)
Net cash balance 1,627
Finance leases (1,358)
Net cash including liquid resources 269
Other net assets 4,407
Equity shareholders’ funds 4,676
Derivatives and other financial instruments
The Group’s principal financial instruments comprise bank loans,
cash and short-term deposits. The main purpose of these financial
instruments is to provide finance for the Group’s operations. 
The Group has various other financial instruments such as trade
debtors and trade creditors that arise directly from its operations.
The Group also uses foreign currency borrowings to manage the
currency risks arising from the Group’s overseas operations. It is,
and has been throughout the period under review, the Group’s
policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group’s financial instruments are
interest rate risk, liquidity risk and foreign currency risk.
Interest rate risk
The Group borrows in sterling at floating rates of interest under 
the terms of overdraft and bond facilities with Barclays Bank Plc
and HBOS Plc. Interest rates are linked to London Inter-Bank 
Offer Rate (LIBOR) and the Bank’s base rates, hence enabling the
Group to track market interest rates. The Group also has loan
arrangements with HBOS Plc at floating rates of interest under
separate agreements.
Liquidity risk
The Group’s objective is to maintain an appropriate balance
between continuity of funding and flexibility through the use of
overdrafts and bank loans provided by the current loan facilities.
Loans maturity %
By 30 September 2006 30
By 30 September 2007 1
By 30 September 2010 5
After 30 September 2010 64
100
Foreign currency risk
As a result of the investment in operations in the United States,
movements in the US dollar/sterling exchange rates could
significantly affect the Group’s balance sheet. The Group seeks to
mitigate the effect of this structural currency exposure by using
foreign currency borrowings to hedge these investments against
currency depreciation. The principal hedging instrument used by
the Group is a back-to-back bank deposit and US$ bank loan that
was taken out on 8 November 2000 when the US$ to £stg rate
was $1.446. The original hedge amounted to US$25m and this has
been reduced to US$15.5m by the receipt of funds from the US in
the intervening period. The current hedging arrangements expire in
November 2008. As at 30 September 2005, £13,639,000 of the
Group’s net assets are denominated in foreign currency.
Donations
Charitable donations made by the Group during the year amounted
to £12,170 (2004: £15,483) being £215 (2004: £245) for education,
£6,963 (2004: £11,996) for health and environment, £2,853 
(2004: £1,941) for sports facilities and £2,139 (2004: £1,301) for
other charitable purposes. The Group made no political donations
during the year (2004: £nil).
Related party transactions
Details of related party transactions can be found under note 31 of
these accounts.
Payment of creditors
The Group recognises the importance of good relationships with its
suppliers and sub-contractors and has established the following
payment policy:
(a) agree payment terms in advance of any commitment 
being entered into;
(b) ensure suppliers are made aware of these terms by inclusion of
the terms of payment on the order or contract;
c) ensure that payments are made in accordance with the terms 
of the contract or order providing that the presented 
documentation is complete and accurate. The Company’s 
average creditor days during the year were 30 days 
(2004: 35 days).
Employees
The Directors recognise the need for communication with
employees at every level. All employees have access to a copy 
of the Annual Report and Accounts, which together with staff
briefings, internal notice-board statements and newsletters, keeps
them informed of the Group’s progress. The Directors are actively
considering ways to increase further the involvement of employees
in the Group’s performance.
The Group continues to be committed to the health, safety and
welfare of its employees and to observe the terms of the Health &
directors’ report
annual report & accounts 2005 15 Safety at Work Act 1974, and all other relevant regulatory and
legislative requirements. It is the policy of the Group that there shall
be no discrimination or less favourable treatment of employees,
workers or job applicants in respect of race, colour, ethnic or
national origins, religious beliefs, sex, sexual orientation, disability,
political beliefs or marital status. Full consideration will be given to
suitable applications for employment from disabled persons, where
they have the necessary abilities and skills for that position, and
wherever possible to re-train employees who become disabled, 
so that they can continue their employment in another position.
Renew and its subsidiaries engage, promote, and train staff on the
basis of their capabilities, qualifications and experience, without
discrimination, giving all employees an equal opportunity to
progress within the Group.
Health and safety management
B May is the designated Board Director of Health and Safety with
Group responsibilities for safety management. In addition to regular
safety reviews at the Group Board meetings, control has been
increased by the introduction of regular Executive Management
Committee meetings where safety management is first on the
agenda and allocated suitable and sufficient time for discussion 
and progression. These meetings are chaired by the Chief
Executive with attendance from all subsidiary Managing Directors,
Department Heads and the Company Secretary. The agenda
includes issues on policies; legislation; best practice; enforcement
authority focus; training; monitoring inspections; incidents and
trends; performance measurement; reviews; auditing; and a specific
focus on improvement.
Control at business level is driven by subsidiary Managing Directors
who are required to appoint a Director who is responsible for safety.
The first item on the agenda at monthly board meetings is safety.
Each business also holds monthly safety meetings to encourage
open communication between all employees.
New Minimum Group Safety Standards are currently under
development for launch during the 2005/06 financial year.
Management advice continues to be provided by the Group Safety
Department consisting of the Group Safety Manager, an
Administrator and eight Group Safety Advisors. Shepley Engineers
Ltd and YJL Infrastructure Ltd also employ additional advisors for
activities in their specific business environments. The Group
maintains its membership with The Royal Society for the Prevention
of Accidents (RoSPA), all safety department personnel hold
memberships with the Institute of Occupational Safety & Health
(IOSH), and a number of advisors are members of The Institute of
Environmental Management and Assessment (IEMA). These
advisors undertook 1,332 monitoring inspections and reports
during the last 12-month period.
Attendance on the 5-day CITB ‘Site Safety Management Training
Scheme’ continues to be a requirement for all construction
management personnel, with 2-day refresher courses provided
within 5 years of attendance. A 1-day ‘Directors & Senior
Managers’ course, and a 1-day ‘Occupational Health’ course is
being developed to add to the existing safety training courses.
Short duration ‘Desk-Talks’ are to be specifically developed to
enhance the knowledge and competence of site/office managers
and senior supervisors.
It continues to be the Group policy that each business reports 
and records all injuries, diseases and dangerous occurrences,
regardless of severity. An incident database is maintained to 
collate incident details and provide statistical data from which to
measure performance and determine future training requirements.
New methods of communicating and recording incidents and
inspections are currently under development and trial. The Accident
Incidence Rate (AIR) for the 12-month period to 30 September
2005, measured on the standard base line of 100,000 persons at
work, stands at 1,097.
Directors
The present Directors of the Company are set out below. 
B May was appointed as Chief Executive Officer on 20 June 2005
and J Gaffney resigned as a Director on 30 August 2005. B May
will offer himself for re-appointment at the Annual General Meeting
(“AGM”). The Director retiring by rotation is R Harrison, who being
eligible, offers himself for re-election at the AGM.
Brief biographical details of the present Directors are set 
out below.
Non-executive Directors
Arnold Wagner OBE - Director, 56, joined the Board as a non-
executive Director in November 2003. He is Director, Human
Resources for Smiths Group plc having previously held the position
of Director of Group Personnel for Bunzl plc. Arnold is Governor of
a large comprehensive school in northwest London, having served
as Chairman from 1993-2003, and was awarded the OBE in June
2003 for services to education. 
Roy Harrison - Director, 58, appointed to the Board as a non-
executive Director in November 2003 and subsequently appointed
as executive Chairman in March 2004, reverting to non-executive
Chairman with effect from 1 October 2005. He is a former Chief
Executive of the Tarmac Group and has a number of investing
Director positions in private construction materials companies. 
Roy is a non-executive Director of BSS Group Plc, President of 
the Construction Products Association, a member of the
Government’s Strategic Forum for Construction, Chairman of
Thomas Telford City Technology Trust, the No 1 UK 
comprehensive school, and Chairman of Thomas Telford On-Line, 
a major curriculum provider.
Executive Directors
Brian May - Director, 54, appointed to the Board as Chief
Executive Officer in June 2005. He is a chartered civil engineer who
progressed his career in Tarmac, subsequently holding a number of
senior positions in Mowlem plc before becoming Chief Executive of
Laing Construction plc and more latterly HBG Construction Ltd.
Brian is also a non-executive Director of Parkwood Holdings plc.
Phil Underwood - Director, 52, joined VHE Construction plc in
March 1995 and became Chief Executive of the VHE Group in
2000. He was appointed to the Board of Renew Holdings plc in
October 2003. He has 20 years experience in the Civil Engineering
and Land Remediation industry. 
An organogram with the Directors’ areas of responsibility can be
found on the Company’s website: www.renewholdings.com
directors’ report
16 Directors’ interests
The interests of the Directors, their wives and infant children in the
shares and options for shares of the Company, all of which were
beneficial interests at the year end, were as shown on page 20 
at the year-end. No Director has any interest in any other Group
company. Details of the Directors’ remuneration and service
contracts appear on pages 19 and 20.
Substantial shareholdings
At 26 January 2006 the following shareholders had notified interests
of 3% or more in the Company’s issued Ordinary Share capital:
Number of shares Percentage
Anglo Irish Trust Company Ltd 
as Trustees of the 
OG McLaughlin Settlements 10,000,000 16.69%
Goldman Sachs International 7,329,624 12.24%
Johan Claesson and 
connected parties 5,930,723 9.90%
G Merrett 2,073,173 3.46%
Share capital
During the current financial year the Company has not bought-back
any of its own shares nor issued any new share capital and as a
result the total number of shares in issue remains at 59,898,927 
as at 30 September 2005 (see note 22 for share capital details).
Going concern
The Directors have prepared detailed profit and cash flow forecasts
for the next financial year and overview forecasts for the following
two years. The detailed forecasts show that the cash generation
capabilities of the Group remain strong and that the Group should
operate well inside its expected overdraft facilities over the next 
12 months. Based on these underlying factors, the Directors,
having made appropriate enquiries of internal management and
external funders, are satisfied that the Group has adequate
resources to continue in operational existence for the foreseeable
future and, accordingly, consider it appropriate to adopt the going
concern basis in preparing the accounts.
Corporate governance
A statement by the Directors on corporate governance is included
on pages 21 to 22 and a statement of Directors’ responsibilities for
the accounts is included on page 22.
Auditors
RSM Robson Rhodes LLP have expressed their willingness to
continue in office as Auditors to the Group and a resolution will 
be proposed at the forthcoming AGM to re-appoint RSM Robson
Rhodes LLP and authorise the Directors to determine 
their remuneration.
Approval
The Board approved the Report of the Directors on 
26 January 2006.
By Order of the Board
Catherine Wright LLB ACIS 
Company Secretary
directors’ report
annual report & accounts 2005 17 The Directors present the Directors’ Remuneration Report (the
“Remuneration Report”) for the financial year ended 30 September
2005. As an AIM listed company, Renew is not required to prepare
the Report in accordance with the Directors’ Remuneration 
Report Regulations 2002 (the “Regulations”), which introduced 
new requirements in respect of financial periods ending on or 
after 31 December 2002. However, the Directors recognise the
importance and support the principles of the Regulations and 
would normally seek to follow them to the extent considered
relevant for an AIM listed company.  
The Auditors are required to report to the shareholders on the
“auditable part” of the Directors’ Remuneration Report and to state
whether in their opinion the “auditable part” of the Remuneration
Report has been properly prepared in accordance with the
Companies Act 1985. This Report therefore has separate sections
containing unaudited and audited information.
UNAUDITED INFORMATION 
Remuneration Committee
Following the appointment of R Harrison as executive Chairman in
March 2004, A Wagner OBE, became the sole independent 
non-executive Director and the Committee was rendered inquorate.
The Board therefore decided in July 2004 to temporarily suspend 
all Committees. Any matters normally reserved for consideration by
the Remuneration Committee are currently decided upon by the full
Board, with any individual having a personal interest in the matter
under consideration not taking part in the meeting. The Board has
held four meetings during the financial year to discuss remuneration
arrangements. As at 1 October 2005, R Harrison reverted to 
non-executive Chairman. However his role as an executive Director
prevents him from being considered as independent under the
Combined Code (the “Code”) and so the Board has decided to
continue to review remuneration matters as a full Board.
The Remuneration Committee’s normal terms of reference include: 
(a) To determine and agree with the Board the framework and 
policy for the remuneration packages, including bonuses, 
incentive payments and share options or share awards, of the 
executive Directors and members of the executive management
it is designated to consider.
(b) To review and approve the design of all share incentive plans 
and performance related pay schemes for approval by the 
Board and shareholders as applicable.
(c) To determine targets and awards made under share incentive 
plans and performance related pay schemes.
(d) To determine the policy for, and scope of, pension arrangements
for each executive Director and other senior executives.
(e) To ensure contractual terms on termination and payments 
made are fair to the individual and Company and that failure is 
not rewarded.
Non-executive Directors do not have any personal interest in 
the matters to be decided by the Committee other than as
shareholders, nor any potential conflicts of interest arising from
cross-directorships and no day-to-day involvement in the running of
the Company. The executive Directors and other senior personnel
may be invited to attend meetings when appropriate to provide
advice. However, no Director is present or takes part in discussions
concerning their own remuneration.
Remuneration policy
The Company’s remuneration policy is that the remuneration
package of the executive Directors should be sufficiently competitive
to attract, retain and motivate Directors to achieve the Company’s
objectives, without making excessive payments. The remuneration
and employment terms of the executive Directors are determined by
the Committee by comparison with salaries paid and terms agreed
with Directors in similar companies in the same sector and of a
similar size and after a review of the performance of the individual.
It is the aim of the Committee to reward executive Directors
competitively and on the broad principle that they should be in the
range of median to upper-quartile of remuneration paid to senior
management of comparable public companies. For guidance, the
Committee refers to published survey data. The Board determines
the terms and conditions of non-executive Directors.
There are four main elements to the remuneration packages of the
executive Directors and other senior executives:
• basic salary, including benefits;
• annual bonus awards;
• share option plans; and
• pension arrangements.
Basic salary
Basic salaries are reviewed annually by the Board in its capacity as
Remuneration Committee, and increased where the Committee
believes that adjustments are appropriate to reflect performance,
increased responsibilities and/or market conditions. Other benefits
for executive Directors include car allowances and certain medical
cover for the Director and immediate family. The Company also has
a permanent health insurance policy to provide cover for the
executive Directors.
Annual bonus awards
The Company provides a bonus incentive scheme for Directors 
and senior executives of the operating companies, linked to the
performance of the business for which they are responsible. All
performance criteria are subject to approval by the Remuneration
Committee before payment is made.
Share option plans
The Montpellier 2004 Executive Share Option Scheme (the “2004
ESOS”) approved at the Extraordinary General Meeting (“EGM”) 
held on 11 March 2004 replaced The Lovell 1995 Executive Share
Option Scheme. There are no options outstanding under the latter
scheme and no new options were granted during the year under the
2004 ESOS. The Montpellier Savings Related Share Option scheme
(the “MG SAYE”) also approved at the EGM on 11 March 2004
replaced the old SAYE scheme rules, which expired on 20 January
2004. There are no options outstanding under the latter scheme
and no new grants have been made under the MG SAYE. The Long
Term Incentive Plan (“LTIP”) rules terminated on 21 January 2002,
directors’ remuneration report
18 directors’ remuneration report
Directors Executive/ Letter or contract Date of contract Unexpired terms Notice period  
Non-executive of appointment or letter (months) (months)
J Gaffney* Executive Contract 29 April 2004 N/A 12
R Harrison** Executive Letter 4 October 2004 - 12
B May Executive Contract 20 June 2005 Rolling one year 12
P Underwood Executive Contract 29 April 2004 Rolling one year 12
A Wagner OBE Non-executive Letter 25 November 2003 12 1
* J Gaffney resigned from the Company as a Director on 30 August 2005 and later resigned as an employee on 19 September 2005. 
** Upon R Harrison’s appointment reverting to that of non-executive Chairman on 1 October 2005, he was issued with a revised letter of
appointment dated 7 October 2005, in which the contract for services was amended from a 12-month contract to a 1 month notice
period, see page 20 for details of salary changes.
and although there was provision for unconditional allocations to be
exercised before the expiry date of 11 February 2007, in any event
all options had been exercised by April 2004. New scheme rules
have not been introduced and consequently no new allocations
were granted during the year under the LTIP and there were no
outstanding options at the end of the financial year.
The Company’s policy to grant options or awards under the above
schemes is at the Remuneration Committee’s discretion as and
when considered appropriate.
Pension arrangements
The Group provides retirement benefits for executive Directors and
employees through independent pension schemes. The assets of
these schemes are held by trustees and managed by independent
investment managers. The retirement age of the executive Directors
is 62. J Gaffney was a member of the Lovell Pension Scheme, a
defined benefit scheme, up until 31 July 2001, and then transferred
active membership to the Montpellier Group Pension Plan, a
defined contribution scheme, until his resignation as an employee
on 19 September 2005. Messrs. May and Underwood are not
members of either scheme and do not receive pension
contributions from the Company.
Service contracts and letters of appointment
The Company’s policy is for the executive Directors to have 
12-month rolling service contracts that provide for a 12-month
notice period. The non-executive Directors do not have service
contracts. The non-executive Directors have letters of appointment
concerning, amongst other things, the initial terms for which they
are appointed, a general statement of their role and duties and the
fees they will receive as a Director. The fees of non-executive
Directors are determined by the full Board within the limits set out
in the Memorandum and Articles of Association. The non-executive
Directors are not eligible for bonuses, pension benefits, share
options or other benefits. The letters of appointment do not contain
a provision for termination payments. The Directors are indemnified
to the full extent permitted by Statute under the Articles of
Association. The service contracts and letters of appointment of the
Directors, who served during the year ended 30 September 2005,
include the following terms:
annual report & accounts 2005 19 Directors’ share options
No Directors who served during the financial year held any share options as at 30 September 2005 and no options were granted or awarded
during 2004 or 2005. No options were exercised during 2005. The market price of the Company’s shares at 30 September 2005 was 36p
and the range of market prices during the year was between 17p and 36p.
Directors’ share interests
Those Directors serving at the end of the year had interests in the share capital of the Company at 30 September 2005 as follows:
Ordinary Shares of £0.10 each
30/09/05 30/09/04
R Harrison 60,000 40,000
*B May 45,000 -
P Underwood 20,000 -
A Wagner OBE 40,000 -
*Since the year end B May has purchased 60,000 shares resulting in a total holding of 105,000 as at 26 January 2006.
Directors’ pension information
No Director had pension entitlements under the Company’s defined benefit pension scheme. 
Approval
The Directors’ Remuneration Report was approved by the Board on 26 January 2006 and signed on its behalf by:
A Wagner OBE
Chairman of Remumeration Committee
directors’ remuneration report
AUDITED INFORMATION 
Directors’ remuneration
Information is provided below for Directors who served during the financial year and as at 30 September 2005:
Notes Salary/fees Bonuses Benefits Pension Total Pension Total
contributions emoluments contributions emoluments
2005 2005 2004 2004 
£000 £000 £000 £000 £000 £000 £000
Executive Directors
J Gaffney 2, 3 and 4 180 165 20 24 389 25 254
R Harrison 1 125 125 - - 250 - 76
B May 4 and 5 43 - 13 - 56 - -
P Underwood 4 and 5 184 65 49 - 298 - 238
Former Directors 2 - - - - - 7 370
993 938
Non-executive Directors
Fees
A Wagner OBE 25 - - - 25 - 19
Former Directors - - - - - - 32
25 51
1. R Harrison’s appointment reverted to non-executive Chairman with effect from 1 October 2005. He was issued with a replacement service 
letter dated 7 October 2005 at a salary of £50,000 p.a and a review date of 1 October 2007.
2. The highest paid Director for 2005 was J Gaffney who received emoluments of £365,308 (excluding pension contributions) and the highest
paid Director for 2004 was P Sellars who received emoluments of £345,263 (excluding pension contributions).
3. The amount paid by the Company into J Gaffney’s money purchase scheme in 2005 was £24,157.
4. Benefits include car allowances and certain medical cover for the Director and immediate family.
5. Messrs. May and Underwood received salary payments in lieu of Company pension contributions, which are paid through payroll and
taxed as salary.
20 corporate governance
As an AIM listed company, Renew is not required to follow the
provisions of the Combined Code, as set out in the Financial
Services Authority’s Listing Rules. The Directors, however,
recognise the importance, and accordingly support the principles,
of good corporate governance as contained within the Combined
Code. Because of this the Directors would normally seek to follow
the Code to the extent considered relevant for an AIM listed
company but have been unable to achieve compliance with the
Code in a number of areas this year, primarily because of the lack
of independent non-executive Directors for much of the year and
to date. These matters are explained in further detail in the
sections below.
The Board of Directors
The Board currently comprises the Chief Executive Officer, the non-
executive Chairman, one executive Director and one independent
non-executive Director. Brief biographies of the Directors are given
on page 16.
Following the changes in the Board in March 2004, noted within
the Remuneration report on page 18 and in the section on Board
Committees below, the independent non-executive Directors did
not comprise more than half of the Board and the Company has
not been compliant with this aspect of the Code since that time
and to date. A Wagner OBE, is considered the only independent
non-executive Director within the meaning of the Code.
The composition of the Board is reviewed regularly. Last year, the
Board identified the need for both additional executive and non-
executive Directors. The Board in its capacity as Nomination
Committee considered internal and external candidates, leading to
the appointment of a new Chief Executive Officer during the year,
and will seek to appoint additional executive and non-executive
Directors in due course. Appropriate training, briefings and
induction are available to all Directors on appointment and
subsequently as necessary, taking into account existing
qualifications and experience. New Directors are subject to election
by shareholders at the first AGM after their appointment.
The Board met formally 15 times in the year plus Committee
meetings dealing with the daily business of the Company being
held as necessary. The Board receives written and oral reports from
the executive Directors ensuring matters are considered fully and
enabling Directors to discharge their duties properly. There is a
formal schedule of matters reserved for the Board’s decision
ensuring the maintenance of control over strategic, financial and
operational matters.
In addition, the Directors have access to the advice and services of
the Company Secretary and procedures are in place for them to
seek independent professional advice, if necessary, at the
Company’s expense.
Board Committees
Following the appointment of R Harrison as executive Chairman 
on 24 March 2004, A Wagner OBE, became the sole independent
non-executive Director and the Audit, Remuneration and
Nomination Committees were rendered inquorate. The Board
therefore decided in July 2004 to temporarily suspend all
Committees. Since the Committees were rendered inquorate any
matters normally reserved for consideration by the Committees
have been decided upon by the full Board, with any individual
having a personal interest in the matter under consideration not
taking part in the meeting. As at 1 October 2005, R Harrison
reverted to non-executive Chairman. However, his role as an
executive Director prevents him from being considered as
independent under the Combined Code 2003. The Board has
decided, therefore, to continue to consider the above Committee
matters as a full Board and will re-instate the Committees as soon
as it is in a position to do so. 
In normal circumstances the Board delegates clearly defined
powers to its Audit, General Purposes, Remuneration and
Nomination Committees. Each of the Board’s Committees has
carefully drafted terms of reference.
The Remuneration Committee determines and agrees with the
Board the framework and policy of executive remuneration
packages, including bonuses, incentive payments, share options 
or awards and pension arrangements. Further information
concerning the Remuneration Committee is set out in the 
Directors’ Remuneration Report on pages 18 to 20. 
The Nomination Committee monitors the composition of the Board
and recommends the appointment of new Directors. The Board in
its capacity as Nomination Committee has held one meeting during
the year to discuss nomination matters.
The Nomination Committee terms of reference include:
(a) To review the structure, size and composition of the Board;
(b) To consider succession planning for Directors and 
senior executives;
(c) To identify and nominate, for approval by the Board, suitable 
candidates to fill Board vacancies;
(d) To make recommendations to the Board on the contents of 
letters of appointment, Directors’ duties, re-appointment or 
re-election of Directors upon conclusion of a specified term or 
retirement by rotation.
The Company ceased to comply with the Code guidance (Section
D 3.1) that the Audit Committee should comprise at least three
non-executive Directors following the appointment of R Harrison as
an executive Director. The Board in its capacity as Audit Committee
has held two meetings to consider Audit Committee business.
In normal circumstances the Audit Committee considers the
adequacy and effectiveness of the risk management and control
systems of the Group, and reports the results to the Board. It
reviews the scope and results of the external audit, its cost
effectiveness and the objectivity of the Auditors. The Audit
Committee monitors the non-audit work performed by the 
Auditors to help ensure that the independence of the Auditors is
maintained. The Audit Committee also reviews the interim
statement, the preliminary announcement and accounting 
policies. The Board is currently reviewing financial controls within
the Group and the need for an internal audit function.
The General Purposes Committee is constituted by two executive
Directors and considers routine day-to-day business decisions,
which are then reported to the Board.  
Internal controls
Throughout the financial year to 30 September 2005 and up to the
date of approval of the Report and Accounts, the Group has fully
annual report & accounts 2005 21 complied with the relevant provisions of the Code and the Turnbull
guidance. The Directors acknowledge that they have overall
responsibility for the Group’s system of internal control and for
reviewing and monitoring its effectiveness. The system of internal
control is designed to manage and mitigate, rather than eliminate,
the risks to which the Company is exposed and therefore provides
a reasonable, but not absolute, assurance against a company
failing to meet its business objectives or against material
misstatement or loss. Consequently, the Board confirms that there
is an ongoing process for identifying, evaluating and managing
significant risks faced by the Group. 
Following the detailed reviews commissioned by the Board last year
supported by the continuing reviews in the year and to date the
Directors are satisfied that the internal controls within the Group
(particularly in respect of contracts) are appropriate.
The Group operates a risk management process, which is
embedded in normal management and governance processes.
There is a system of self-examination of risk areas and controls by
subsidiaries and departments within the Group. Where significant
risks are identified, the probability of those risks occurring, their
potential impact and the plans for managing and mitigating each of
those risks is reported. The Group operates a series of controls
which include, the annual strategic planning and budgeting process,
short-term cash monitoring achieved by means of monthly forecasts,
which are compared against budget and previous forecasts, clearly
defined capital investment guidelines and levels of authority, a clear
organisational structure within which individuals’ responsibilities are
identified and monitored. These results and processes are monitored,
updated, reviewed and considered by the Board.
Directors’ remuneration
The Company’s policy on the remuneration of executive Directors,
and information relating to the Directors’ remuneration and their
interests in share options, is included in the Directors’
Remuneration Report.
Directors and officers indemnity
Article 154 of the existing Articles of Association provides that 
each Director or other officer or Auditor of the Company shall be
indemnified by the Company against losses, costs, and expenses
he may sustain or incur in connection with the performance of his
duties of office, to the fullest extent of the permitted by law. It is
proposed to amend this indemnity as explained on page 55 of the
notes to the Notice of AGM.
Shareholder relationships
Members of the Board have dialogue with individual shareholders
during the year. In addition to the Annual Report and Accounts and
the Interim Statement, the Chairman addresses shareholders at the
AGM and invites questions to any members of the Board.
The AGM is normally attended by all Directors and provides an
opportunity for communication with those shareholders attending.
Notice of the AGM is given to shareholders at least 20 working
days in advance and separate resolutions are proposed on each
substantially separate issue. Where resolutions at the AGM are
dealt with by show of hands, the results of proxy votes for and
against are still announced.
Financial and other information about the Company is available on
the Company’s web site: www.renewholdings.com from which
shareholders can also access their shareholding details via a link
from the Renew website to the Capita Registrars plc website.
Annual General Meeting
The AGM will be held on 22 March 2006, the Notice for which is
set out on page 53. The Notice contains special business, including
the adoption of proposed new Articles of Association and the
renewal of the Board’s power to allot equity shares. Brief details of
the purpose and effect of the proposed resolutions are set out at
pages 54 and 55 of the Notes to the Notice of AGM. Shareholders
should complete the proxy form accompanying this document in
accordance with the notes contained in the Notice of AGM.
Statement of Directors’ responsibilities 
Company law in the United Kingdom requires the Directors to
prepare accounts for each financial year, which give a true and fair
view of the state of affairs of the Company and the Group and of
the profit or loss of the Group for that period. In preparing those
accounts, the Directors are required to:
• select suitable accounting policies and then apply them 
consistently;
• make judgements and 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 accounts; and
• prepare the accounts on the going concern basis unless it 
is inappropriate to presume that the Company will continue 
in business.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the accounts comply with the Companies Act 1985. They are also
responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Annual Report is available on the Company’s web site. The
maintenance and integrity of Renew’s web site is the responsibility
of the Directors. The work carried out by the Auditors does not
involve consideration of these matters and, accordingly, the
Auditors accept no responsibility for any changes that may have
occurred to the information contained in the accounts since they
were initially presented on the web site.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and other information included in
annual reports may differ from legislation in other jurisdictions.
Approval
The Board approved the Corporate Governance Report on 
26 January 2006.
By Order of the Board
Catherine Wright LLB ACIS 
Company Secretary
corporate governance
22 Independent Auditors’ Report to the Shareholders of 
Renew Holdings plc (formerly Montpellier Group Plc) 
We have audited the accounts of Renew Holdings plc for the 
year ended 30 September 2005, which comprise the profit and
loss account, the balance sheets, the cash flow statement, the
statement of total recognised gains and losses and the related
notes to the accounts numbered 1 to 31. We have also audited 
the information in the Directors’ Remuneration Report that is
described as having been audited.
This Report is made solely to the Company’s shareholders, as a
body, in accordance with Section 235 of the Companies Act 1985.
Our audit work has been undertaken so that we might state to the
Company’s shareholders those matters we are required to state 
to them in an Auditors’ Report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s shareholders as a body, for our audit work, for this
Report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report 
and accounts in accordance with applicable law and United
Kingdom Accounting Standards are set out in the Statement of
Directors’ Responsibilities.
Our responsibility is to audit the accounts and the part of the
Directors’ Remuneration Report to be audited in accordance with
relevant legal and regulatory requirements and United Kingdom
Auditing Standards. We report to you our opinion as to whether the
accounts give a true and fair view and whether the accounts and
the part of the Directors’ Remuneration Report to be audited have
been properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors’ 
Report is not consistent with the accounts, if the Company has 
not kept proper accounting records, if we have not received all 
the information and explanations we require for our audit, or if
information specified by law regarding Directors’ remuneration and
transactions with the Company and other members of the Group is
not disclosed.
We read other information contained in the Annual Report and
consider whether it is consistent with the audited accounts. 
The other information comprises only the Directors’ Report, the
unaudited part of the Directors’ Remuneration Report, the
Chairman’s Statement, the Chief Executive’s Review, the Corporate
Governance Statement and the Five Year Review. We consider the
implications for our Report if we become aware of any apparent
misstatements or material inconsistencies with the accounts. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom
Auditing Standards issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the accounts and the part of the
Directors’ Remuneration Report to be audited. It also includes an
assessment of the significant estimates and judgements made by
the Directors in the preparation of the accounts, and of whether 
the accounting policies are appropriate to the Group’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the accounts and the part of the Directors’
Remuneration Report to be audited are free from material
misstatement, whether caused by fraud or other irregularity or 
error. In forming our opinion we also evaluated the overall 
adequacy of the presentation of information in the accounts and
the part of the Directors’ Remuneration Report to be audited.
Opinion
In our opinion:
• the accounts give a true and fair view of the state of affairs of
the Company and the Group as at 30 September 2005 and of
the Group’s profit for the year then ended; and
• the accounts and the part of the Directors’ Remuneration
Report to be audited have been properly prepared in
accordance with the Companies Act 1985.
RSM Robson Rhodes LLP
Chartered Accountants and Registered Auditors
London, England
26 January 2006
independent auditors’ report
annual report & accounts 2005 23
For the year ended 30 September 2005 group statement of total recognised gains & losses
For the year ended 30 September 2005
Note Total Total
2005 2004
£000 £000
Profit/(loss) for the financial year 2,074 (7,045)
Exchange movements in reserves 23 (171) 110
Surplus on revaluation of landfill assets - 416
Movements in defined benefit pension scheme (1,216) 11,294
Movement on deferred tax relating to the defined benefit pension scheme (1,006) (8,943)
Total recognised gains and losses for the year (319) (4,168)
Prior year adjustment 3 - (21,712)
Total recognised gains and losses since the last annual report (319) (25,880)
Note Total Total
2005 2004
£000 £000
Turnover: Group and share of joint ventures 457,750 461,695
Less share of joint ventures’ turnover (2,714) (3,036)
Ongoing operations 330,113 349,485
Discontinuing operations 39,052 53,171
Total continuing operations 369,165 402,656
Discontinued operations 85,871 56,003
Group turnover 2 (a) 455,036 458,659
Cost of sales (including exceptional items) 2 (b) (437,409) (442,534)
Gross profit 17,627 16,125
Administrative expenses (including exceptional items)  2 (b) (37,689) (22,834)
Other operating income 4 53 2,098
Group operating loss 2 (b) (20,009) (4,611)
Income from joint ventures - -
Ongoing operations before exceptionals 2,687 272
Exceptional items 2 (c) (19,845) 1,038
Ongoing operations after exceptionals 2 (b) (17,158) 1,310
Discontinuing operations 2 (b) (8,351) (10,378)
Total continuing operations (25,509) (9,068)
Discontinued operations 2 (b) 5,500 4,457
Total operating loss before interest, including share of joint ventures (20,009) (4,611)
Profit/(loss) on disposal of subsidiary companies 2 (d) 22,300 (495)
Profit/(loss) on ordinary activities before interest 2,291 (5,106)
Bank interest receivable 921 2,280
Interest payable 5 (1,597) (2,192)
Other finance charges - FRS 17 pension 5 (440) (1,921)
Profit/(loss) on ordinary activities before taxation 1,175 (6,939)
Taxation receivable/(payable) on ordinary activities 7 899 (106)
Profit/(loss) for the financial year 2,074 (7,045)
Dividends proposed 8 (120) -
Profit/(loss) transferred to/(from) reserves 1,954 (7,045)
Basic earnings/(loss) per Ordinary Share 9 3.46p (11.62p)
Diluted earnings/(loss) per Ordinary Share 9 3.46p (11.62p)
group profit & loss account
For the year ended 30 September 2005
24 Note Group Group Company Company
2005 2004 2005 2004
£000 £000 £000 £000
Fixed assets
Intangible assets: Goodwill 10 4,602 4,905 - -
Tangible assets 11 14,930 16,969 298 794
Investments 12 - 30 83,672 83,702
Investments in joint ventures: 13
Loans to joint ventures 438 625 - -
Share of gross assets 9,704 13,241 - -
Share of gross liabilities (5,276) (8,105) - -
4,866 5,761 - -
24,398 27,665 83,970 84,496
Current assets
Stocks and work in progress 14 9,573 8,641 - -
Debtors: due after more than one year 15 5,751 10,160 580 350
Debtors: due within one year 15 72,836 94,500 24,951 19,787
Current asset investments 16 6,089 7,388 6,089 7,388
Cash at bank and in hand 17 13,590 18,068 15,579 1,678
107,839 138,757 47,199 29,203
Creditors: amounts falling due in less than one year 18 (115,140) (145,383) (113,761) (103,144)
Net current liabilities (7,301) (6,626) (66,562) (73,941)
Total assets less current liabilities 17,097 21,039 17,408 10,555
Creditors: amounts falling due after more than one year
Long-term debt 19 (8,363) (8,363) - -
Other creditors 20 (4,058) (5,215) - -
Net assets excluding pension liability 4,676 7,461 17,408 10,555
Pension liability 28 - (2,346) - (2,346)
Net assets 4,676 5,115 17,408 8,209
Capital and reserves
Share capital 22 5,990 5,990 5,990 5,990
Share premium  23 5,893 5,893 5,893 5,893
Capital redemption reserve 23 3,896 3,896 3,896 3,896
Revaluation reserve 23 73 489 73 73
Profit and loss account 23 (11,176) (11,153) 1,556 (7,643)
Equity shareholders’ funds 24 4,676 5,115 17,408 8,209
Approved by the Board and signed on its behalf:
R Harrison
Chairman
26 January 2006
balance sheets
At 30 September 2005
annual report & accounts 2005 25 group cash flow statement
For the year ended 30 September 2005
26
Note Total Total
2005 2004
£000 £000
Net cash (outflow)/inflow from operating activities 29 (25,338) 1,677
Returns on investments and servicing of finance
Interest received 921 2,279
Interest paid (1,597) (2,192)
(676) 87
Taxation
Net corporation tax received - 527
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (640) (682)
Payments to acquire current asset investments - (9,005)
Proceeds on sale of tangible fixed assets 225 2,681
Proceeds on sale of current asset investments - 150
Loans repaid by joint venture 200 1,053
(215) (5,803)
Acquisitions and disposals
Proceeds from sale of subsidiaries and businesses 21,343 3,746
Proceeds from sale of shared equity loans 1,894 -
Cash disposed on disposal of subsidiaries and businesses (3,380) (1,076)
19,857 2,670
Equity dividends paid to shareholders - (682)
Cash outflow before financing (6,372) (1,524)
Financing
Issue of share capital - 256
Acquisition of own shares - (192)
Movement in short-term borrowings 3,600 (1,103)
Finance lease payments (623) (360)
2,977 (1,399)
Decrease in cash during the year (3,395) (2,923)
Reconciliation of net cash flow to movement in net funds
Decrease in cash during the year (3,395) (2,923)
Movement in borrowings (2,977) 1,463
Changes in net funds arising from cash flows (6,372) (1,460)
Other non-cash movements (1,680) 4,776
Movement in net funds during the year (8,052) 3,316
Opening net funds 8,321 5,005
Closing net funds 269 8,321 1 Accounting policies
(i) Basis of accounting
The accounts have been prepared on the going concern
basis and in accordance with applicable accounting
standards under the historical cost convention, modified by
the revaluation of certain land and buildings. A summary of
the more important Group accounting policies, which have
been applied consistently is set out below.
(ii) Basis of consolidation
The Group accounts consolidate the accounts of the
Company and its subsidiary undertakings and include the
attributable share of the results and net assets of joint
ventures. The results and net assets of undertakings
acquired are included in the Group profit and loss account
and balance sheet using the acquisition method of
accounting from the effective date of acquisition. The
results of undertakings disposed of are included to the
effective date of disposal. Subsidiary undertakings have
been consolidated using the acquisition method of
accounting and joint ventures are included in accordance
with the accounting policies noted below.
(iii) Joint ventures
In the normal course of business, the Group invests in joint
ventures which are classified as fixed asset investments.
Joint ventures arise where the Group has a participating
interest in an entity and shares the control of its strategic
and operational policies. Joint ventures are accounted for
using the gross equity method of accounting. Where
necessary, adjustments are made on consolidation to bring
the results and net assets of joint ventures into line with
Group accounting policies.
(iv) Investments in subsidiaries
Investments in subsidiaries are recorded at cost less
provision for impairment.
(v) Goodwill
Goodwill is the difference between the amount paid on the
acquisition of a business, be it a subsidiary or joint venture,
and the aggregate fair value of its separable net assets.
Goodwill arising on acquisitions prior to 30 September
1997 has been written off directly against the profit 
and loss reserve and has not been reinstated on
implementation of FRS 10 “Goodwill and intangible assets”
as allowed by the standard. Goodwill arising on acquisition
of subsidiaries after 1 October 1997 is capitalised in the
balance sheet and is being amortised over its estimated
useful economic life up to a maximum of 20 years. 
Reviews for impairment of goodwill are performed at the
end of the first full financial year following the related
acquisition and, thereafter, if events indicate that the
carrying value may not be recoverable. On the sale of a
subsidiary undertaking any goodwill relating to the
disposed subsidiary is written off in the year.
(vi) Long-term contracts
Long-term contracts are stated at cost plus attributable
profit after providing for anticipated future losses and
contingencies. Progress payments received are deducted
from these amounts. Cost includes attributable overheads.
Long-term contract work in progress is recorded in
turnover on a monthly basis as the contract proceeds 
and therefore is included in debtors as amounts
recoverable on contracts.
(vii) Stocks and work in progress
Stocks and work in progress comprise residential and
commercial developments and raw materials and are
stated at the lower of cost and net realisable value. Cost
includes appropriate attributable overheads and excludes
interest. Where necessary, provision is made for obsolete,
slow moving and defective stocks.
(viii) Current asset investments
Current asset investments are stated at the lower of cost
and net realisable value.
(ix) Tangible fixed assets
Tangible fixed assets are recorded at cost or valuation for
certain properties, less provision for impairment if required.
Depreciation is provided on all tangible fixed assets, other
than investment properties. Provision is made at rates
calculated to write off the cost of each asset, less
estimated residual value, evenly over its expected useful 
life as follows:
• Group occupied property 
Freehold land and buildings - fifty years
Long leasehold land - shorter of fifty years and
and buildings  remainder of lease
• Plant and vehicles - three to ten years
• Office equipment - two to seven years
Changes in the revalued amounts of assets carried at
valuation are taken directly to the revaluation reserve. Upon
disposal, the balance of any revaluation reserve relating to
the property sold is transferred to the profit and loss
account in reserves.
notes to the accounts
annual report & accounts 2005 27 1 Accounting policies (continued)
Landfill developments
The landfill developments owned by the Group were
included in tangible fixed assets at open market valuation
for existing use within these accounts. Depreciation was
charged at a rate that matched the net income derived
from the landfill operation until the asset was completely
written down. Full provision was made for the net present
value of the Group’s landfill site rectification costs. An asset
was also recognised in relation to these future costs, which
has been amortised on the basis of tonnages deposited
over the expected life of the site.
(x) Deferred taxation
The payment of taxation is deferred or accelerated
because of timing differences between treatment of certain
items for accounting and taxation purposes. Full provision
for deferred taxation is made under the liability method,
without discounting, on timing differences that have arisen,
but not reversed by the balance sheet date, unless such
provision is not permitted by FRS 19 “Deferred tax”.
Deferred tax assets are recognised to the extent it is
considered more likely than not that they will be reversed.
In accordance with FRS 19 deferred tax is not provided for:
a) revaluation gains on land and buildings, unless there 
is a binding agreement to sell them at the balance 
sheet date;
b) gains on the sale of non-monetary assets, if the 
taxable gain will probably be rolled over;
c) fair value adjustment gains to fixed assets and stock 
to uplift prices to those ruling when an acquisition 
is made;
d) extra tax payable if the overseas retained profits of 
subsidiaries, joint ventures or associates are remitted in 
the future.
Deferred tax assets are recognised for taxable losses
relating to trading to the extent that those losses are
expected to be recoverable within the foreseeable future,
and also in respect of the pensions deficit recorded under
FRS 17 where the Directors consider that the asset will be
utilised by the expected future profitability of the Group.
(xi) Turnover
Turnover, which excluding sales within the Group and Value
Added Tax, comprises:
• the value of work executed during the year on 
construction contracts;
• sales of residential properties and land based upon 
legal completions;
• sales of commercial properties based upon 
legal completions.
(xii) Foreign currencies
Transactions in foreign currencies are recorded at the rate
ruling at the date of the transaction or at the contracted
rate if the transaction is covered by a forward exchange
contract. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the rate of exchange
ruling at the balance sheet date or, if appropriate, at the
forward contract rate. The accounts of overseas subsidiary
and joint venture undertakings are translated at the rate of
exchange ruling at the balance sheet date. The exchange
difference arising on the retranslation of opening net assets
is taken directly to reserves together with differences on
foreign currency borrowings to the extent that they are
used to finance or provide a hedge against Group equity
investments in foreign enterprises. All other exchange
differences are taken to the profit and loss account.
(xiii) Leasing commitments
Assets held under finance leases, where substantially 
all the benefits and risks of ownership of an asset have
been transferred to the Group, are capitalised and are
depreciated in accordance with the depreciation policy for
the relevant class of asset or the remaining lease if shorter.
The interest element of the rental obligations is charged to
the profit and loss account and represents a constant
proportion of the balance of capital repayments
outstanding. Rentals under operating leases are charged 
to the profit and loss account on a straight-line basis over
the term of the lease.
(xiv) Defined benefit pension scheme
The Group has fully adopted the requirements of FRS 17
“Retirement Benefits”. The defined benefit scheme was
closed to new members in June 2000 and in August 2001
the Board decided that no further benefits would accrue 
to exisiting members with more than five years expected
service life remaining. These members were transferred to
the defined contribution plan but retained the benefit
earned to that date under the defined benefit scheme. 
The pension scheme assets are measured using market
values. Pension scheme liabilities are measured using the
projected unit actuarial method and are discounted at the
current rate of return on a high quality corporate bond of
equivalent term and currency to the liability. Any increase in
the present value of liabilities within the Group’s defined
benefit scheme expected to arise from employee service in
the period is charged to operating profit. The expected
return on the scheme’s assets and the increase during the
period in the present value of the scheme’s liabilities arising
from the passage of time are included in other finance
income/cost. Actuarial gains and losses are recognised in
the consolidated statement of total recognised gains 
and losses.
notes to the accounts
28 1 Accounting policies (continued)
Pension scheme surpluses, to the extent they are
considered recoverable (under the guidance of FRS 17), or
deficits are recognised in full and presented on the face of
the balance sheet net of related deferred tax.
Further information on the structure of the defined benefit
scheme is contained within note 28 to these accounts.
(xv) Defined contribution pension scheme
Contributions to the defined contribution scheme are
charged to the profit and loss account as incurred.
notes to the accounts
annual report & accounts 2005 29
2 (a) Segmental analysis
External turnover is analysed as follows:
2005 2004
£000 £000
Construction 450,367 454,718
UK Property 5,966 2,726
USA Property 1,417 4,251
Turnover: Group and share of joint ventures’ turnover 457,750 461,695
Less: Share of joint ventures’ turnover (2,714) (3,036)
Ongoing operations 330,113 349,485
Discontinuing operations 39,052 53,171
Continuing operations 369,165 402,656
Discontinued operations 85,871 56,003
External turnover 455,036 458,659
The Directors have not disclosed segmental information relating to the profits/(losses) and net assets since they are of the
opinion that to fully comply with the requirements of SSAP 25 “Segmental Reporting” would be seriously prejudicial to the
interests of the Group. 2 (b) Analysis of operations
2005 2004
Ongoing Discontinuing Discontinued Total Ongoing Discontinuing Discontinued Total
Activities Activities Activities Activities Activities Activities
£000 £000 £000 £000 £000 £000 £000 £000
Group turnover 330,113 39,052 85,871 455,036 349,485 53,171 56,003 458,659
Cost of sales (316,373) (43,600) (77,436) (437,409) (334,284) (59,326) (48,924) (442,534)
Gross profit 13,740 (4,548) 8,435 17,627 15,201 (6,155) 7,079 16,125
Administrative expenses (30,951) (3,803) (2,935) (37,689) (15,989) (4,223) (2,622) (22,834)
Other operating income 53 - - 53 2,098 - - 2,098
Group operating profit/(loss) 
pre exceptional costs 2,687 (2,045) 5,500 6,142 272 542 4,457 5,271
Exceptional costs (19,845) (6,306) - (26,151) 1,038 (10,920) - (9,882)
Group operating (loss)/profit 
post exceptional costs (17,158) (8,351) 5,500 (20,009) 1,310 (10,378) 4,457 (4,611)
Income from joint ventures - - - - - - - -
Total operating (loss)/profit 
before interest, including 
share of joint ventures (17,158) (8,351) 5,500 (20,009) 1,310 (10,378) 4,457 (4,611)
Profit/(loss) on disposal of 
subsidiary undertakings 22,300 (495)
Profit on ordinary activities 
before interest 2,291 (5,106)
(i) Discontinuing operations
Discontinuing operations relate to the activities of YJL Construction (excluding YJL Infrastructure) and a division of Britannia
Joinery Limited, which are in the process of being closed down. These activities are shown as discontinuing as they do not
meet the definition of discontinued as defined by FRS 3.
(ii) Discontinued operations
Discontinued operations relate to the activities of Bullock Construction Limited, which was sold on 16 September 2005 
(as detailed in note 26).
notes to the accounts
30 2 (c) Operating exceptional items
The operating profit/(loss) includes the following amounts that the Directors regard as exceptional because of their value
and nature, but which do not fall to be recorded as non-operating exceptional items under the requirements of FRS 3
“Reporting Financial Perfomance”.
Year ended 30 September 2005 Year ended 30 September 2004
Ongoing Discontinuing Ongoing Discontinuing
£000 £000 £000 £000
Reduction in pension deficit following 
settlements of liabilities (i) 3,650 - 19,250 -
Cost of incentives to members connected 
to the settlements (i) (1,111) - (4,959) -
2,539 - 14,291 -
Contract losses on specific problem 
contracts incepted in prior years (ii) (15,437) (4,758) (10,754) (10,660)
Impairment of fixed assets and current asset investments (iii) (1,749) - (1,617) -
Redundancy and reorganisation costs (iv) (454) (1,289) (882) (260)
Other non-recurring costs (v) (4,744) - - -
Closure costs (vi) - (259) - -
(19,845) (6,306) 1,038 (10,920)
With the exception of contract losses, which have been included within cost of sales, all of the exceptional
(charges)/credits have been included within administrative expenses.
(i) Defined benefit pension scheme
During the years ended 30 September 2005 and 30 September 2004 the Directors made a number of offers to deferred
members of the scheme to transfer their entitlements under the defined benefit scheme to a defined contribution
arrangement and a number of offers to pensioners of the scheme to buy out certain benefits attributable under the
scheme. The figure recorded above shows the movement on the FRS 17 actuarial deficit relating to these transfers and 
the costs reflect the sums paid to facilitate these transfers.
(ii) Contract losses
During both the current and preceding years, the Group suffered a number of contractual issues that relate to contracts
procured during or before 2002/2003 where the difficulties relating to these contracts were not identified in the prior
periods or became more apparent in this period as negotiations to resolve the contract terms progressed.
(iii) Impairment of fixed assets and current asset investments
Provision has been made in both the current and preceding year, against the carrying value of three (2004: two) properties,
to reflect their market values at 30 September 2005 and 2004.
(iv) Redundancy and reorganisation costs
During the current and preceding periods a number of exceptional costs, which primarily relate to redundancies, have 
been incurred as a result of reorganisations within the Group which do not constitute a fundamental reorganisation as
defined by FRS 3. In the period to 30 September 2005 these costs relate to the reorganisation of Allenbuild and the
closure of YJL Construction.
(v) Other non-recurring costs
During the current period the Group incurred £4.7m of non-recurring costs in respect of the resolution of legacy 
non-contract issues.
(vi) Closure costs
Provision has been made for the remaining costs of closure of YJL Construction’s contracting division.
notes to the accounts
annual report & accounts 2005 31 notes to the accounts
32
2 (d) Non-operating exceptional items Year ended Year ended
30 September 30 September
2005 2004
£000 £000
Profit/(loss) on disposal of subsidiary companies 22,300 (495)
Profit on disposal of subsidiary companies in the current year relates to the sale of Bullock Construction Limited - further
details are set out in note 26.
The loss on disposal of subsidiary companies relates to the disposal, during the year ended 30 September 2004, of the
Group’s loss-making subsidiaries Cornhill Interiors Limited, Lodge & Sons (Builders) Limited and YJL Facilities Limited.
2 (e) Company profit and loss account
As permitted by Section 230 of the Companies Act 1985, the Company has not presented its own profit and loss 
account. The profit after taxation for the financial year dealt with in the accounts of the Company was £11,633,000 
(2004: £438,000 loss).
3 Prior year adjustment
In the annual report for the year ended 30 September 2004, a prior year adjustment was recorded in respect of the
adoption of FRS 17, with effect from 1 October 2003. The impact of the adoption of FRS 17 was to reduce reserves at 
1 October 2003 by £21,712,000. Full details as to this adjustment can be found in note 3 in the annual report for the year
ended 30 September 2004.
4 Operating profit 2005 2004
£000 £000
Operating profit is arrived at after charging/(crediting):
Auditors’ remuneration - audit services (Company: £89,000; 2004: £50,000) 210 190
Depreciation of owned assets 2,089 1,479
Depreciation of assets held under finance leases 568 360
Amortisation of goodwill 303 304
Impairment of current asset investments 1,299 -
Impairment of long leasehold assets 450 -
Operating lease rentals - Plant and machinery 278 733
Operating lease rentals - Motor vehicles 365 1,022
Operating lease rentals - Other 1,164 893
Profit on sale of fixed assets (78) (25)
Foreign exchange losses 500 -
Other operating income comprises:
Property sales and overage payments 13 1,973
Other income 40 125
53 2,098
During the period, the following services were provided by the Group auditor:
2005 2004
£000 £000
Audit services - Group and statutory audits 210 190
Other assurance services 142 73
Tax services - compliance services 55 55
- advisory services 15 73
422 391
Included in the above are fees and expenses of £331,000 (2004: £251,000) in respect of the parent company. notes to the accounts
annual report & accounts 2005 33
5 Interest payable and other finance (charges)/income
2005 2004
£000 £000
Interest payable:
On bank loans and overdrafts 1,313 1,979
Other interest payable 284 213
1,597 2,192
Other finance (charges)/income - FRS 17 pension:
Expected return on assets 5,431 5,705
Interest on scheme liabilities (5,871) (7,626)
(440) (1,921)
Further information on the pension scheme is set out in note 28 to the accounts.
6 Employee numbers and remuneration
2005 2004
Number Number
The average monthly number of employees,
including executive Directors, during the year was: 1,794 1,782
At 30 September 1,378 1,716
The analysis of average monthly number of employees, including executive Directors, during the year was:
2005 2004
Continuing
Number Number
Ongoing: Construction 1,278 1,326
Other 28 29
Discontinuing 83 146
Discontinued 405 281
1,794 1,782
Cost of staff, including executive Directors, during the year amounted to: £000 £000
Wages and salaries 59,450 59,746
Social security costs 6,392 6,405
Other pension costs 1,972 2,007
67,814 68,158
Details of individual Directors’ emoluments and pension contributions can be found on page 20. These numbers have 
been audited. 7 Taxation credit/(charge) on ordinary activities
(a) Analysis of credit/(charge) in year
2005 2004
£000 £000
Current tax:
UK corporation tax on profits of the year - -
Adjustments in respect of previous periods 1 150
1 150
Foreign tax - 33
Total current tax 1 183
Deferred tax 898 (289)
Taxation credit/(charge) on profit on ordinary activities 899 (106)
(b) Factors affecting tax credit for the year
2005 2004
£000 £000
Profit/(loss) on ordinary activities before taxation 1,175 (6,939)
Profit on ordinary activities multiplied by standard rate
of corporation tax in the UK of 30% (2004: 30%) (353) 2,082
Effects of:
Income not subject to tax 6,690 -
Expenses not deductible for tax purposes (2,144) (450)
Accelerated/(decelerated) capital allowances 140 (196)
Net creation of tax losses (4,333) (1,403)
Adjustments to tax charge in respect of previous periods 1 150
Current tax credit for the year 1 183
The Group and Company have available further unused tax losses to carry forward against future taxable profits. 
A significant element of these losses relate to activities which are not forecast to generate the level of profits needed to
utilise these losses. A deferred tax asset has been provided to the extent considered reasonable by the Directors, where
recovery is expected to be recognisable within the foreseeable future.
(c) Deferred tax
The deferred tax asset comprises:
2005 2004
£000 £000
Accelerated capital allowances (260) (120)
Tax losses 1,734 696
1,474 576
(d) Reconciliation of deferred tax asset
2005 2004
£000 £000
As at 1 October 576 865
Origination/reversal of timing differences 898 (289)
At 30 September 1,474 576
notes to the accounts
34 8 Dividends
2005 2004
Pence/share Pence/share
Interim  - -
Final  0.20 -
Total dividend 0.20 -
£000 £000
Interim - -
Final 120 -
Total dividend 120 -
9 Earnings/(loss) per Ordinary Share
2005 2004
Weighted Weighted
average number average number
Earnings of shares EPS Earnings of shares EPS
£000 000s Pence £000 000s Pence
FRS 14 basis
Basic earnings/(loss) per share 2,074 59,899 3.46 (7,045) 60,609 (11.62)
Dilutive effect of options - - - - - -
Diluted earnings/(loss) per share 2,074 59,899 3.46 (7,045) 60,609 (11.62)
10 Intangible fixed assets
Goodwill
£000
Group
Cost:
At 1 October 2004 and 30 September 2005 7,559
Amortisation:
At 1 October 2004 2,654
Charge for year 303
At 30 September 2005 2,957
Net book value:
At 30 September 2005 4,602
At 30 September 2004 4,905
notes to the accounts
annual report & accounts 2005 35 11 Tangible fixed assets
Long
Freehold leasehold Landfill Plant, vehicles Total
land and buildings land and buildings development & equipment
£000 £000 £000 £000 £000
Group
Cost or valuation:
At 1 October 2004 11,461 784 822 5,348 18,415
Additions 221 5 - 1,012 1,238
Disposals - - - (1,288) (1,288)
Disposal of subsidiary - - - (324) (324)
At 30 September 2005 11,682 789 822 4,748 18,041
Depreciation:
At 1 October 2004 625 190 - 631 1,446
Charge for the year 349 5 822 1,481 2,657
Impairment - 450 - - 450
Disposals - - - (1,138) (1,138)
Disposal of subsidiary - - - (304) (304)
At 30 September 2005 974 645 822 670 3,111
Net book value:
At 30 September 2005 10,708 144 - 4,078 14,930
At 30 September 2004 10,836 594 822 4,717 16,969
At cost less depreciation 10,708 - - 4,078 14,786
At valuation - 144 - - 144
At 30 September 2005 10,708 144 - 4,078 14,930
Historical cost of revalued properties:
Cost - 715 781 - 1,496
Accumulated depreciation - (645) (781) - (1,426)
At 30 September 2005 - 70 - - 70
The valuations applied as noted above to the freehold and long leasehold land and buildings are based on Directors’ valuation.
The net book value of assets under finance leases at 30 September 2005 was £1,747,000 (2004: £1,384,000). During the
year £568,000 (2004: £360,000) of depreciation was charged against assets held under finance leases.
notes to the accounts
36 11 Tangible fixed assets (continued)
Long Plant, vehicles Total
leaseholds & equipment
£000 £000 £000
Company
Cost or valuation:
At 1 October 2004 784 419 1,203
Additions 5 18 23
Disposals - (75) (75)
At 30 September 2005 789 362 1,151
Depreciation:
At 1 October 2004 190 219 409
Provision for year 5 64 69
Impairment 450 - 450
Disposals - (75) (75)
At 30 September 2005 645 208 853
Net book value:
At 30 September 2005 144 154 298
At 30 September 2004 594 200 794
At cost less depreciation - 154 154
At Directors’ valuation 144 - 144
At 30 September 2005 144 154 298
Historical cost of revalued properties:
Cost 715 - 715
Accumulated depreciation (645) - (645)
At 30 September 2005 70 - 70
The Company has no assets held under finance leases or hire purchase agreements.
notes to the accounts
annual report & accounts 2005 37 12 Investments
Other
investments
£000
Group
Shares at cost:
At 1 October 2004 30
Additions -
Disposals (30)
At 30 September 2005 -
Net book value:
At 30 September 2005 -
At 30 September 2004 30
Subsidiary Other Total
undertakings investments
£000 £000 £000
Company
Shares at cost:
At 1 October 2004 152,552 30 152,582
Additions - - -
Disposals - (30) (30)
At 30 September 2005 152,552 - 152,552
Provisions:
At 1 October 2004 and 30 September 2005 68,880 - 68,880
Net book value:
At 30 September 2005 83,672 - 83,672
At 30 September 2004 83,672 30 83,702
Details of the principal subsidiary undertakings are included in note 30.
The investment in the dormant or non-trading subsidiaries is supported by the net asset values of the subsidiaries, 
and the investment in the continuing trading subsidiaries is supported by the current and expected future profits of 
those businesses.
13 Investments in joint venture developments
The investments in joint venture developments consist of:
Share of Loan
net assets advances Total
£000 £000 £000
Group
1 October 2004 5,136 625 5,761
Exchange movements 107 13 120
Net loan repayments - (200) (200)
Reclassification (815) - (815)
30 September 2005 4,428 438 4,866
notes to the accounts
38 13 Investments in joint venture developments (continued)
The Group’s share of assets and liabilities in these joint ventures comprises:
2005 2004
£000 £000
Stocks 5,649 8,051
Debtors 4,036 5,118
Cash 19 72
Gross assets 9,704 13,241
Less:
Creditors (5,084) (8,004)
Partner loans (192) (101)
Gross liabilities (5,276) (8,105)
Share of net assets 4,428 5,136
The Group’s share of the assets and liabilities in each joint venture varies. Stocks and work in progress include interest 
on non-Group specific project finance of £721,000 (2004: £1,163,000). Details of the principal joint ventures are shown in
note 30.
A letter of credit for £1,335,000 (2004: £1,602,000) remains outstanding at 30 September 2005. This letter of credit was
issued by Barclays Bank plc to Allfirst Bank in the US in respect of the Russett Center joint venture, which is guaranteed
by the Company.
14 Stocks and work in progress
Group 2005 2004
£000 £000
Developments and undeveloped land 9,297 8,393
Raw materials 276 248
9,573 8,641
15 Debtors
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Due after more than one year:
Amounts recoverable on contracts 4,434 6,241 - -
Mortgage debtors 23 1,540 - -
Other debtors 1,294 2,379 580 350
5,751 10,160 580 350
Due within one year:
Trade debtors 34,320 32,657 673 511
Due from subsidiary undertakings - - 19,792 18,102
Amounts recoverable on contracts 28,448 54,795 - -
Mortgage debtors 23 1,108 - -
Other debtors 6,515 3,148 3,548 265
Corporation tax 191 191 - -
Deferred tax (note 7) 1,474 576 97 -
Prepayments and accrued income 1,865 2,025 841 909
72,836 94,500 24,951 19,787
notes to the accounts
annual report & accounts 2005 39 16 Current asset investments
Group and
Company
£000
At 1 October 2004 7,388
Adjustment to write down to market value (1,299)
At 30 September 2005 6,089
The current asset investments comprise three properties that are held for resale and where the Group is looking for a
disposal within 12 months of the balance sheet date. The properties are carried in the accounts at expected market
valuation as applied by the Directors.
17 Cash at bank and in hand
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Cash at bank 13,580 18,045 15,579 1,678
Cash in hand 10 23 - -
13,590 18,068 15,579 1,678
Cash at bank includes an overnight deposit on 30 September 2005 of £19,015,000 (2004: £10,391,000) with 
Barclays Bank Plc.
Cash at bank includes £(0.7)m (2004: £3.0m) in respect of the net position on a £stg bank deposit of £8.1m [US $15.5m
at the rate of US $1.446 to £stg existing when the hedging arrangements were put in place, less amounts repaid by
Barclays Bank Plc during the year of £2.6m (2004: £nil)] (2004: £11.4m) and a connected US$ loan of £8.8m [US $15.5m
translated at the year end rate (2004: £8.4m)] used to hedge US$ assets within the US subsidiary company and joint
ventures. The original amount hedged was US$25m and the reduction represents US$ received from the US in the
intervening period.
18 Creditors: amounts falling due within one year
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Bank loans - secured 3,600 - - -
Obligations under finance leases 692 493 - -
Payments received on account 14,862 16,064 - -
Trade creditors 35,789 54,139 156 747
Corporation tax 160 160 - -
Other taxation and social security 2,158 2,374 1,128 1,230
Due to subsidiary undertakings - - 104,163 96,959
Other creditors 9,409 3,014 6,841 1,181
Accruals and deferred income 48,350 69,139 1,353 3,027
Proposed dividend 120 - 120 -
115,140 145,383 113,761 103,144
In December 2004 the Group borrowed £3.6m at a floating rate of interest secured against two of the properties in current
asset investments. The loan is repayable in January 2006.
notes to the accounts
40 19 Long-term debt Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Secured bank loans falling due:
In one year or less 3,600 - - -
Between one and two years 100 - - -
Between two and five years 600 500 - -
More than five years 7,663 7,863 - -
11,963 8,363 - -
Less amount due within one year (3,600) - - -
8,363 8,363 - -
In 2002 the Group borrowed £8.36m at a floating rate of interest, secured against a freehold property. The first instalment
of the repayment is due in June 2007, continuing every quarter until December 2011 when the balance of £7.4m will be due. 
The Group has an undrawn committed facility of £9,914,000 (2004: £12,098,000) which will expire within one year.
20 Other creditors
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Obligations under finance leases 666 891 - -
Accruals and deferred income 3,392 4,324 - -
4,058 5,215 - -
Obligations under finance leases comprise £469,000 (2004: £523,000) due between one and two years and £197,000
(2004: £368,000) due between two and five years.
21 Derivatives and other financial instruments
An explanation of the Group’s objectives, policies and strategies for the role of derivatives and other financial instruments in
managing the risks facing the Group can be found within the Directors’ Report on page 15. The disclosures below do not
include short-term debtors and creditors.
Interest rate profile of financial assets and liabilities
Fixed rate Financial assets/(liabilities)
weighted average Fixed Floating No interest
interest rate rate rate charged Total
% £000 £000 £000 £000
2005
Assets
Sterling - - 13,111 - 13,111
Dollar - - 479 - 479
- 13,590 - 13,590
Liabilities
Sterling 3.0 (1,358) (11,963) - (13,321)
Dollar - - - - -
(1,358) (11,963) - (13,321)
2004
Assets
Sterling - - 17,559 2,647 20,206
Dollar - - 509 - 509
- 18,068 2,647 20,715
Liabilities
Sterling 2.8 (1,384) (8,363) - (9,747)
Dollar - - - - -
(1,384) (8,363) - (9,747)
notes to the accounts
annual report & accounts 2005 41 21 Derivatives and other financial instruments (continued)
The sterling interest bearing liabilities accrue interest at a rate which is linked to the lender’s base rate or LIBOR. Certain
US interest bearing liabilities accrue interest at a rate which is linked to the lender’s US Prime rate.
The maturity of financial liabilities is disclosed in notes 19 and 20. The fixed rate liabilities have a weighted average period
of two years (2004: two years).
The assets where no interest is charged have a weighted average period of one year.
Currency exposures
The only exposure of the Group to currency risk (i.e. exposure to gains or losses on foreign exchange which would be
recognised in the profit and loss account) is in respect of the US dollar bank account which is maintained by the parent
company in the UK and the unhedged portion of an inter company loan. At 30 September 2005 the un-hedged portion of
the inter-company loan was $4,905,000 (2004: $4,905,000). At 30 September 2005 the balance on the US dollar bank
account was $1,000 (2004: $2,000).
All functional currencies of the Group operations are denominated in sterling, with the exception of the US operations.
Hedges
In November 2000 the Group undertook a loan hedge of $25million with Barclays Bank Plc against the net assets of Lovell
America Inc. This was undertaken to minimise the foreign exchange movements of retranslating the net assets of Lovell
America Inc. at prevailing rates. Exchange losses of £179,000 (2004: gains £847,000) were made during the year on
foreign currency borrowings. This has been offset in reserves against exchange gains made on the investment in Lovell
America Inc. The year end intercompany balance subject to hedging is US$15,537,000 (2004: US$16,537,000). The US$
loan used for this arrangement is scheduled for repayment in November 2008.
Fair value of financial assets and liabilities
There are no material differences between the fair value and the book value of the Group’s financial assets and liabilities.
22 Share capital
Group and Company
2005 2004
£000 £000
Authorised:
100,000,000 (2004: 100,000,000) Ordinary Shares of 10p each 10,000 10,000
Allotted, called up and fully paid:
59,898,927 (2004: 59,898,927) Ordinary Shares of 10p each 5,990 5,990
Changes in share capital
During the current financial year the Company has not bought-back any of its own shares nor issued any new share capital
and as a result the total number of shares in issue remains at 59,898,927 as at 30 September 2005.
Share options
No grants or awards have been made in connection with any employee or executive share scheme during the financial
year and there were no outstanding options or unissued Ordinary Shares reserved for any scheme as at 
30 September 2005. No options were exercised during the year.
notes to the accounts
42 23 Reserves
Share Capital Profit & Loss
premium Revaluation Redemption Account
£000 £000 £000 £000
Group
At 1 October 2004 5,893 489 3,896 (11,153)
Transfer from profit and loss account for the year - - - 1,954
Exchange differences - - - (171)
Realisation of landfill asset revaluation surplus - (416) - 416
Actuarial gain recognised in pension scheme - - - 412
Movement on deferred tax relating to pension scheme - - - (1,006)
Adjustment to reduce pension surplus to nil - - - (1,628)
At 30 September 2005 5,893 73 3,896 (11,176)
2005 2004
£000 £000
Profit and loss reserves excluding pension liability (11,176) (8,807)
Pension liability - (2,346)
Profit and loss reserves including pension liability (11,176) (11,153)
There is no available analysis of goodwill written off against reserves in respect of existing subsidiaries that were acquired
prior to 1989 and therefore, in accordance with the guidance of FRS 10, the Directors are not able to state this figure.
Goodwill written off against reserves in respect of subsidiaries acquired after 1989 amounts to £nil (2004: £nil).
Share Capital Profit & Loss
premium Revaluation Redemption Account
£000 £000 £000 £000
Company
At 1 October 2004 5,893 73 3,896 (7,643)
Transfer from profit and loss account for the year - - - 11,633
Exchange differences - - - (212)
Actuarial gain recognised in pension scheme - - - 412
Movement on deferred tax relating to pension liability - - - (1,006)
Adjustment to reduce pension surplus to nil - - - (1,628)
At 30 September 2005 5,893 73 3,896 1,556
notes to the accounts
annual report & accounts 2005 43 24 Reconciliation of movements in Group shareholders’ funds
2005 2004
£000 £000
Group
Profit/(loss) for year 2,074 (7,045)
Dividends payable (120) -
1,954 (7,045)
Other recognised gains and losses for the year (2,393) 2,878
Share issue - 256
Share buyback - (8,192)
Net movement on shareholders’ funds (439) (12,103)
At 1 October 5,115 17,218
At 30 September 4,676 5,115
The opening shareholders’ funds as at 1 October 2004 are stated after prior year adjustments in respect of the adoption of
FRS 17 amounting to £21,712,000 (see note 3).
25 Capital and leasing commitments
Land & Other Total Total
buildings 2005 2004
£000 £000 £000 £000
Group
Annual commitments under non-cancellable 
operating leases expiring in: 
Under one year 861 89 950 861
Two to five years 110 163 273 1,812
Five or more years 2,465 11 2,476 2,566
3,436 263 3,699 5,239
Land & Other Total Total
buildings 2005 2004
£000 £000 £000 £000
Company
Annual commitments under non-cancellable 
operating leases expiring in:
Under one year 861 - 861 112
Two to five years 30 - 30 912
Five or more years 2,546 - 2,546 2,765
3,437 - 3,437 3,789
The Group and Company have no capital commitments at 30 September 2005 (2004: £nil).
notes to the accounts
44 26 Disposal of subsidiary undertaking
On 16 September, the Group disposed of Bullock Construction Limited, for consideration of £42,172,000. Consideration
was payable in cash and there is no deferred consideration element.
Net assets disposed of were as follows :
£000
Investments 186
Tangible fixed assets 20
Debtors - intercompany 20,129
Debtors - other 17,599
Cash 3,380
Creditors (22,142)
Net assets disposed 19,172
Net cash consideration 41,472
Less net assets disposed (19,172)
Net profit on disposal 22,300
The Group profit before taxation includes profits of £5,614,000 (operating profit of £5,500,000 and interest received of
£114,000) generated by Bullock Construction Limited up to the date of disposal. During the year, Bullock Construction
Limited accounted for £1,159,000 of the Group’s net operating cash inflow, received £114,000 in respect of net returns on
investments and servicing of finance, paid/received £nil in respect of taxation, paid/received £nil for capital expenditure and
financial investment and paid/received £nil in respect of financing.
Actual cash received by the Group totalled £21,343,000 after repayment of intercompany balances totalling £20,129,000.
No adjustment has been made in the calculation of the profit on disposal for any goodwill relating to Bullock Construction
Limited that may previously have been written off against reserves as there is no analysis of the total goodwill balance
written off against reserves for subsidiaries acquired prior to 1989 (note 23) which includes Bullock Construction Limited.
27 Contingent liabilities
The Company has guaranteed performance bonds in respect of contracts and leasing arrangements in the normal 
course of business. 
A letter of credit, guaranteed by the Company, has been issued by Barclays Bank Plc to Allfirst Bank (see note 13).
notes to the accounts
annual report & accounts 2005 45 28 Pension commitments
Defined benefit scheme
The defined benefit scheme was closed to new members in June 2000. On 1 August 2001, the Board decided that no
further benefits would accrue to existing members with more than five years expected service remaining. These members
were transferred to the defined contribution scheme but retained the benefits earned to date under the defined benefit
scheme. The defined benefit scheme is continuing and will meet the pension obligations of current and deferred members
and pensioners.
A valuation of the closed scheme under the Minimum Funding Requirement (MFR) rules was completed as at March 2003.
This indicated an MFR deficit of £8.6m. It is a requirement of the MFR rules that this deficit should be cleared over a
maximum period of 10 years and the Group has accepted responsibility for the clearance of this deficit. The actuary has
prepared a schedule of contributions showing required payments of £98,000 per month (£1,176,000 per annum)
commencing in December 2003 for a ten year period. Contributions to the cost of the defined benefit scheme comprise
three key elements; the amounts payable in respect of the continuing members of the scheme, amounts paid to transfer
members into the defined contribution scheme and the payments required to make up the deficit.
FRS 17 “Retirement Benefits”
The Directors have adopted the accounting required by FRS 17 with effect from 1 October 2003.
The following disclosures required by FRS 17 have been based on the most recent actuarial valuation as at 30 September
2005 carried out by Barnett Waddingham, Consulting Actuaries, using the following financial assumptions:
As at As at As at
30 September 30 September 30 September
2005 2004 2003
Rate of increase in salaries 4.00% 4.00% 4.25%
LPI increases to pensions in payment 2.50% 2.50% 2.50%
Discount rate 5.20% 5.70% 5.50%
Inflation assumption 2.50% 2.50% 2.75%
Increases to deferred pensions 2.50% 2.50% 2.75%
The assets in the scheme and the expected rates of return were:
Value as at Expected rate Value as at Expected rate Value as at Expected rate
30 September of return 30 September of return 30 September of return
2005 2004 2003
£000 £000 £000
Equities - 7.85% 16,604 8.35% 21,360 8.20%
Gilt + 2.5% fund 57,212 6.85% - n/a - n/a
Bonds 51,401 5.20% - 5.50% - 5.50%
Gilts - 4.35% 84,501 4.85% 88,417 4.70%
Cash (79) 4.50% 1,383 4.75% 191 2.80%
Total 108,534 102,488 109,968
notes to the accounts
46 28 Pension commitments (continued)
The following amounts at 30 September were measured in accordance with the requirements of FRS 17.
At 30 September At 30 September At 30 September 
2005 2004 2003
£000 £000 £000
Total market value of assets 108,534 102,488 109,968
Present value of scheme liabilities (106,906) (105,840) (143,128)
Surplus/(deficit) in the scheme 1,628 (3,352) (33,160)
Deferred tax - 1,006 9,948
Net surplus/(deficit) 1,628 (2,346) (23,212)
Balance sheet adjustment to reduce surplus to nil at 30 September 2005 (1,628)
Net surplus -
Under the circumstances of the scheme there is no current expectation that the surplus would result in a reduction in
contributions or a refund from the scheme and therefore the surplus has not been recognised as an asset in accordance
with FRS 17. Because of losses available to the Group there is no overall tax charge for the year. All of the movements in
the deferred tax amount related to the pension scheme deficit are shown as a movement through the statement of total
recognised gains and losses.
FRS 17 was adopted with effect from 1 October 2003. The two columns in the following tables identify the actual amounts
included in the 2005 accounts and the 2004 comparatives.
At 30 September At 30 September
2005 2004
£000 £000
Amount charged to operating profit:
Current service cost (excluding employee contributions) (98) (104)
Reduction in deficit as a result of settlements 3,650 19,250
Payments made to pensioners to effect the settlements (1,111) (4,959)
2,441 14,187
Amount charged to other financial income/(charges):
Expected return on assets 5,431 5,705
Interest on scheme liabilities (5,871) (7,626)
(440) (1,921)
Amount recognised in the statement of total recognised gains and losses:
Actual less expected return on assets 6,623 426
Experience gains on liabilities 647 1,176
Effect of change in assumptions on liabilities (6,858) 9,692
Actuarial gain 412 11,294
Adjustment to reduce balance sheet surplus to nil (1,628) -
(1,216) 11,294
Movement in the deficit during the year:
Deficit brought forward (3,353) (33,160)
Current service cost (excluding employee contributions) (98) (104)
Cash contribution (excluding employee contributions) 1,457 1,288
Settlements 3,650 19,250
Other financial charges (440) (1,921)
Actuarial gain 412 11,294
Net surplus/(deficit) 1,628 (3,353)
Adjustment to reduce balance sheet surplus to nil (1,628) -
Surplus/(deficit) carried forward - (3,353)
notes to the accounts
annual report & accounts 2005 47 28 Pension commitments (continued)
2005 2004 2003 2002
Difference between the expected and actual return on £6,623,000 £426,000 (£338,000) £4,532,000
scheme assets
As a percentage of the assets at the end of the year 6.10% 0.42% (0.23%) 4.00%
Experience gains on scheme liabilities £647,000 £1,176,000 £336,000 £427,000
As a percentage of the liabilities at the end of the year 0.61% 1.11% 0.23% 0.35%
Total amount recognised in the statement of total £412,000 £11,294,000 (£25,340,000) (£3,224,000)
recognised gains and losses 
As a percentage of the liabilities at the end of the year 0.39% 10.7% (17.7%) (2.66%)
Money purchase scheme
The assets of the money purchase scheme are held in separate trustee-administered funds. The Group made contributions
of £1,246,000 (2004: £1,376,000) into the money purchase scheme during the year. There was also £100,000 (2004:
£108,000) of accruals relating to this scheme.
Company balance sheet
The full surplus/(deficit) relating to the pension scheme has been included in the parent Company balance sheet. This is
because it is not possible to allocate this balance between the various subsidiary companies and the Directors consider
that it is most appropriate to allocate it to the Company, rather than leaving as an unallocated consolidation adjustment as
allowed by FRS 17, as the Company has ultimate responsibility for all of the liabilities under the scheme. Consistent with
the Group balance sheet, an adjustment has been made to the Company balance sheet to reduce the pension scheme
surplus to nil as at 30 September 2005.
29 Cash flow notes
2005 2004
£000 £000
Operating loss (20,009) (4,611)
Amortisation of subsidiary goodwill 303 304
Depreciation 2,657 1,840
Profit on sale of fixed assets (78) (91)
Impairment of fixed assets 450 -
Impairment of current asset investments 1,299 1,616
(Increase)/decrease in stocks and work in progress (932) 4,816
Decrease/(increase) in operating debtors and prepayments 7,705 (7,338)
(Decrease)/increase in creditors and accruals (12,952) 24,795
Net movement on pension deficit included within operating profit (note 28) (3,552) (19,146)
Cash contributions to defined benefit scheme (1,457) (1,288)
Profit on sale of shared equity loans (412) -
Other non-cash movements 1,640 780
Net cash (outflow)/inflow from operating activities (25,338) 1,677
notes to the accounts
48 29 Cash flow notes (continued)
Analysis of net funds
At 1 October Non-cash At 30 September
2004 Cashflow Movements 2005
£000 £000 £000 £000
Cash 18,068 (3,395) (1,083) 13,590
Debt due after one year (8,363) - - (8,363)
Debt due within one year - (3,600) - (3,600)
Finance leases due after one year (891) 492 (267) (666)
Finance leases due within one year (493) 131 (330) (692)
(9,747) (2,977) (597) (13,321)
Net funds 8,321 (6,372) (1,680) 269
The non-cash movement on cash relates to an unrealised exchange loss which is offset by an equal and opposite amount
in the US balance sheet as part of the hedging arrangement described in further detail in note 21 to the accounts. The
non-cash movement on finance leases relates to new leases acquired during the year.
30 Principal subsidiary undertakings and joint ventures
The Company acts as the holding company of the Group. The principal activity of the Group during the year was
construction and construction related activities.
The principal subsidiary undertakings and joint ventures are shown below.
Incorporation & Proportion of
principal place Ordinary Shares
Subsidiary undertakings of business held by Company
Construction
Allenbuild Ltd England and Wales 100%
Britannia Construction Ltd England and Wales 100%
Shepley Engineers Ltd England and Wales 100%
VHE Construction Plc England and Wales 100%
Walter Lilly & Co Ltd England and Wales 100%
YJL London Ltd England and Wales 100%
YJL Infrastructure Ltd England and Wales 100%
Property
Montpellier Group Properties Ltd England and Wales 100%
YJL Homes Ltd England and Wales 100%
Lovell America Inc USA 100%
Joint ventures % Interest
Russett Center USA 50%
Center 9500 USA 67%
All of the companies listed under construction are held by YJL Limited which is a subsidiary of Renew Holdings plc. 
The joint venture entities are held by Lovell America Inc.
notes to the accounts
annual report & accounts 2005 49 31 Transactions with related parties
FRS 8 “Related Party Transactions”, requires the disclosure of the details of material transactions between the reporting
entity and related parties. The Group has taken advantage of exemptions under FRS 8 not to disclose transactions
between Group companies. 
Rental income of £48,000 (2004: £61,000) was received from Browallia Discount Company Limited, which is a subsidiary
of Forvaltnings AB Bronsstadt which was a principal shareholder of Renew Holdings plc during the year.
In August 2005, the Board announced that it had conditionally agreed to sell Bullock Construction Limited, its principal
social housing subsidiary, to DTB Holdings, a company which was established by a Management Buy-Out team led by 
John Gaffney, managing director of Bullock (see note 26). This transaction was approved by shareholders on 
16 September 2005.
notes to the accounts
50 Year ended 30 September
2005 2004 2003 restated 2002 2001
£000 £000 £000 £000 £000
Fixed assets 24,398 27,665 32,529 40,584 19,875
Net current (liabilities)/assets (7,301) (6,626) 20,949 2,248 8,694
Long-term liabilities (12,421) (15,924) (36,260) (8,498) (1,250)
Net assets employed 4,676 5,115 17,218 34,334 27,319
Share capital 5,990 5,990 7,881 7,838 6,089
Other capital and reserves (1,314) (875) 9,337 26,496 17,638
Minority interests - - - - 3,592
Shareholders’ funds 4,676 5,115 17,218 34,334 27,319
Turnover 455,036 458,659 434,056 445,235 309,761
Profit/(loss) before taxation 1,175 (6,939) 6,166 4,851 3,534
Taxation recoverable/(payable) 899 (106) 1,030 363 120
Profit/(loss) after taxation 2,074 (7,045) 7,196 5,214 3,654
Minority interests - - - (147) (41)
Ordinary dividends (120) - (1,077) (862) (609)
Profit/(loss) retained 1,954 (7,045) 6,119 4,205 3,004
On balance sheet funds/(borrowings) (£m) 1.63 9.71 5.19 (2.40) 12.20
Off balance sheet borrowings (£m) - - (0.65) (1.20) (3.90)
Total funds/(debt) (£m) 1.63 9.71 4.54 (3.60) 8.30
Earnings/(loss) per Ordinary Share (p) 3.46 (11.62) 9.16 7.25 5.34
Diluted earnings per Ordinary Share (p) 3.46 (11.62) 9.05 7.13 5.30
Dividend per Ordinary Share (p) 0.20 - 1.65 1.10 1.00
Net assets per Ordinary Share (p) 7.81 8.54 21.85 43.80 38.90
Note
The balance sheet information and results for the three years ended 30 September 2002 are based on accounting for 
the pension scheme under the requirements of SSAP 24. The results and balance sheet for the three years ended 
30 September 2005 are based on accounting for the pension scheme under the requirements of FRS 17.
five year review
annual report & accounts 2005 51 shareholder information
R Harrison
B May
P Underwood
A Wagner OBE  
Registrars
Capita Registrars Plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Nominated Advisor and Broker
Brewin Dolphin Securities Ltd
34 Lisbon Street
Leeds
LS1 4LX
Annual General Meeting 22 March 2006
Results Announcement of interim results – June 2006
Preliminary announcement of full year results – December 2006
Ownership of Ordinary Shares Number of Number of
January 2006 shareholders % Ordinary Shares %
Size of shareholdings
1-1,000 2,520 64.30 873,276 1.46
1,001 – 5,000 832 21.23 2,197,349 3.67
5,001 – 10,000 251 6.41 2,024,013 3.38
10,001 – 100,000 264 6.74 8,280,403 13.82
100,001 – 250,000 24 0.61 4,059,131 6.78
250,001 – 500,000 8 0.20 2,720,128 4.54
500,001 – 1,000,000 12 0.31 8,714,310 14.55
1,000,001 and over 8 0.20 31,030,317 51.80
3,919 100.00% 59,898,927 100.00%
Category of owner
Private shareholders 3,653 93.22 13,349,890 22.29
Deceased Accounts 6 0.15 7,432 0.01
Pension Fund 4 0.10 14,980 0.03
Nominee company 214 5.46 27,282,908 45.55
Limited companies 30 0.77 337,969 0.56
Bank and Bank Nominees 6 0.15 8,777,500 14.65
Other institutions 6 0.15 10,128,248 16.91
3,919 100.00% 59,898,927 100.00%
directors & advisors
(Non-executive Chairman)
(Chief Executive Officer)
(Executive Director)
(Independent non-executive)
Auditors
RSM Robson Rhodes LLP
186 City Road
London
EC1V 2NU
Company Secretary
Company Number
Registered Address
Web-site address
Solicitors
Charles Russell 
Compass House
Lypiatt Road 
Cheltenham
GL50 2QJ 
Catherine Wright
650447
39 Cornhill
London
EC3V 3NU
www.renewholdings.com
Principal Bankers
Barclays Bank Plc
Corporate Banking Centre
PO Box 729
Eagle Point
1 Capability Green
Luton
LU1 3US
52 notice of annual general meeting
Notice is hereby given that the forty-sixth Annual General Meeting of the Company will be held at 39 Cornhill, London EC3V 3NU 
on 22 March 2006 at 11.00 am.
The meeting will then consider the following business.
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions:
1 To receive and adopt the accounts for the year to 30 September 2005 and the Reports of the Directors and Auditors thereon.
(Resolution 1)
2. To re-elect the following Director who retires in accordance with the Company’s Articles of Association:
R Harrison. (Resolution 2)
3. To re-appoint the following as a Director of the Company having been appointed since the last AGM:
B May. (Resolution 3)
4. To approve the Remuneration Report for the year ended 30 September 2005.
(Resolution 4)
5. To re-appoint RSM Robson Rhodes LLP as Auditors of the Company and to authorise the Directors to determine their remuneration.
(Resolution 5)
SPECIAL BUSINESS
To consider and, if thought fit, to pass resolutions 6, 7 and 8, which shall be proposed as special resolutions:
6. That the Company adopts new Articles of Association in the form produced to the meeting and signed for the purposes of 
identification by the Chairman, in substitution for, and to the exclusion of, the Company’s existing Articles of Association.
(Resolution 6)
7. That the general and unconditional authority to allot relevant securities (within the meaning of Section 80(2) of the Companies Act 
1985) conferred upon the Directors by regulation 5.2 of the Company’s proposed Articles of Association be renewed for the period
ending 22 March 2011 and for such period the “Section 80 Amount” referred to in regulation 5 of the Company’s proposed Articles
of Association shall be £1,976,665.
(Resolution 7)
8. That the power conferred upon the Directors by regulation 5.3 of the Company’s proposed Articles of Association to allot equity
securities (as defined in Section 94(2) of the Companies Act 1985) wholly for cash free from the pre-emption provisions in section
89 of the Companies Act 1985 be renewed for the period ending on the date of the Annual General Meeting in 2007 or on 22 
June 2007, whichever is the earlier, and for such period the “Section 89 Amount” referred to in regulation 5 of the Company’s 
proposed Articles of Association shall be £299,495.
(Resolution 8)
26 January 2006 By Order of the Board
Registered Office C J WRIGHT LLB ACIS
39 Cornhill Company Secretary
London
EC3V 3NU
Notes
1. Holders of Ordinary Shares are entitled to attend and vote at this meeting. A shareholder entitled to attend and vote may appoint a
proxy, who need not be a shareholder of the Company, to attend (and on a poll to vote) instead of him or her.
2. Proxy forms and the powers of attorney or other authority, if any, under which they are signed need to be deposited at the office of
the Company’s Registrars, Capita Registrars plc, Proxy Department, PO Box 25, Beckenham, Kent, BR3 4BR, not later than 48
hours before the time of the meeting. Completion of a form of proxy will not preclude a shareholder from attending and voting in
person at the meeting.
3. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, members will be entitled to attend and vote at the
meeting if they are registered in the Company’s register of members 48 hours before the time appointed for the meeting or any
adjournment thereof.
4. By resolution 6, your Directors are seeking your approval to the adoption of new Articles of Association. Since 10 March 2000,
when the Company’s existing Articles of Association were last amended, there have been a number of legislative, regulatory and
best practice developments which the Directors believe should be reflected in the Articles of Association. In addition, some specific
changes are included in the proposed new Articles of Association of which details are set out below. 
A copy of the Company’s proposed new Articles of Association will be available for inspection at the Company’s registered office
during weekdays (excluding Saturdays and public holidays) from the date of this Notice until the completion of the AGM and will
also be available for inspection at the place of the AGM from 15 minutes before the AGM until its conclusion.
annual report & accounts 2005 53 notice of annual general meeting
General (References to Legislation)
The existing Articles of Association include references to certain statutes which have now been superseded. The proposed Articles
of Association will update the existing Articles of Association by replacing references to out of date legislation with references to
current legislation and will include references to new legislation.
Quorum for general meetings
Article 52.1: The quorum for all purposes at general meetings is reduced from 3 to 2 members present in person or by proxy and
entitled to vote.
Quorum for meetings of the Board of Directors
Article 93: The quorum for meetings of the board of Directors is reduced from 3 to 2 Directors. 
Treasury Shares
Treasury shares are shares in a listed or AIM company which have been purchased by that company out of its distributable profits
and are then held by the company in treasury for the purpose of either re-sale for cash, transfers in connection with an employee
share scheme, or cancellation.
The Articles of Association already permit the Company to buy back, or agree to buy back in the future, any shares of any class in
accordance with the Companies Act 1985 and other applicable laws. If Resolution 6 is passed and the new Articles of Association
are adopted, the Company will continue to be authorised to make market purchases of its own ordinary shares. Shares which are
bought back may then be held in treasury and will not be required to be cancelled.
Article 5: This article contains the permission for the Company to hold shares as treasury shares. It also provides that a sale by
the Company of treasury shares will fall within the definition of an allotment of shares by the Company. 
Article 12: This article provides that if the Company purchases its own shares neither the Company nor the Directors are
required to select the shares to be purchased rateably or in any other particular manner as between the shareholders
of the same class.
CREST
Some minor alterations to the Articles are proposed to clarify the provisions in the light of the underlying legislation introduced in
2003. These include:
Article 7: This permits the Directors to refuse to register shares in the names of more than four people. The proposed Articles of
Association deals with such a situation if the shares are in uncertificated form.
Article 15: No certificate will normally be issued in respect of the shares held by a recognised clearing house.
Article 17: Share certificates no longer need to be issued where shares are held in uncertificated form.
Article 35.2: Transfers of shares which are in uncertificated form may be affected by means of a relevant system such as CREST.
Article 36: The Register of Members shall not be closed without the consent of CREST Co in respect of shares which are
participating securities in CREST.
Article 37: The Directors’ discretion to refuse to register shares is subject to the CREST Regulations.
Article 41: This Article permits classes of shares to be held in uncertificated form and title to such shares to be transferred by
means of a relevant system. It also disapplies provisions of the Company’s Articles of Association to the extent that
they are inconsistent with the holding of shares in uncertificated form and the transfer of title to shares by means of a
relevant system or any provision of the CREST Regulations.
Article 124: Dividends may be payable through a relevant system (including CREST). 
Electronic Communications
Some of the main changes introduced by The Companies Act 1985 (Electronic Communications) Order 2000 are that a company
may send notices of meetings and copies of its annual accounts to its members electronically (by e-mail or by utilising a website
address), and members may lodge an appointment of a proxy electronically. The proposed new Articles of Association contain
provisions which reflect the current position as regards electronic communications between the Company and its members. 
Article 68: The Directors may determine that an instrument appointing a proxy may be delivered electronically.
Article 69: An instrument of proxy may be revoked in writing or, if the Directors so permit, electronically or by telephone not less
than 48 hours or such lesser period as the Directors may determine prior to the commencement of the meeting.
Article 134: Notices and documents may be sent to members electronically or by being made available on a particular web site,
provided that a share certificate shall be delivered personally or by post to a member.
Audio-Visual Link
Article 49.5: The Directors may make arrangements for members or their proxies to participate in any meeting by means of an
audio-visual link.
Article 53: This extends the existing Articles of Association to permit the Chairman (without the consent of the meeting) to adjourn
any meeting to another time or place if it seems to him that the members wishing to attend cannot be conveniently
accommodated in the place appointed for the meeting or are otherwise unable to attend and participate via an audio-
visual link.
54 annual report & accounts 2005 55
notice of annual general meeting
Untraced Shareholders
Article 45.1: It is now no longer necessary for the Company to advertise, in national newspapers, notice of its intention to sell
shares held by a member of the Company who the Company has not been able to trace in the last twelve years.
Directors’ and Officers’ Indemnity
The Companies (Audit Investigations and Community Enterprise) Act 2004 inserts a new section 309A in the Companies Act 1985
which allows a company to indemnify its directors against any liability incurred by Directors to any person (other than the Company
or any associated company) in connection with any negligence, default, breach of duty or breach of trust in relation to the
Company. This was previously prohibited under section 310 of the Companies Act 1985. 
The Companies (Audit Investigations and Community Enterprise) Act 2004, also inserts a new section 337A in the Companies Act
1985 which permits a company to provide its directors with funds to cover the costs incurred by a director in defending legal
proceedings against the director without such funding being treated as an illegal loan. Previously a company had only been able to
fund a director’s defence costs once final judgement in his favour had been reached.
Your Directors believe that the provision of appropriate indemnities and the funding of Directors’ defence costs as they are
incurred, as permitted by the new legislation, are reasonable protection for the Directors and are important to ensure that the
Company continues to attract and retain the highest calibre of Directors.
Article 79: The power to purchase and maintain insurance for Directors and Officers excludes the Auditors.
Article 144: Each Director or other officer (other than any Auditor) is entitled to be indemnified by the Company to the fullest
extent permitted by the law.
5. Resolution 8: By resolution 8 your Directors are seeking renewal of the power to allot shares for cash for the purposes of a rights
issue or in connection with a scrip dividend offer, or otherwise than in connection with a rights issue or a scrip dividend offer but in
such circumstances limited to the issue of shares up to an aggregate nominal value of £299,495 being 5% of the issued Ordinary
Share capital at 26 January 2006. If given, this power will expire at the Company’s AGM in 2007 or on 22 June 2007, 
whichever is earlier. 56 39 Cornhill 
London
EC3V 3NU
tel: 020 7522 3200
fax: 020 7522 3213
web: www.renewholdings.com Produced by Salient Communications. Tel: 01635 861112.