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
346p
earnings per share
2004 loss of 1162p
£27m
before exceptionals
ongoing operations
2004 £03m
£455m
turnover
2004 £459m
£12m
profit before tax
2004 loss of £69m
• 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 02p 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 £422m
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 £12m 2004 loss before tax 
of £69m the resulting earnings per
share for the period was 346p
compared to a loss per share last 
year of 1162p net assets on 
the group balance sheet as at 
30 september were £47m with 
a cash balance of £136m and
indebtedness of £12m 
group turnover from ongoing
operations was £330m 2004 £349m
profit from ongoing operations before
exceptional items was £27m 2004
£03m the total provisions made
during the year against legacy
contracts in our ongoing businesses
which were procured during 
20022003 and all of which are now
nearing financial agreement with 
the client was a further £154m 
the restructuring of ongoing
businesses and other exceptional
items amounted to £44m
the board is recommending the
payment of a dividend of 02p 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 £37m with a total cost of
£11m 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 £13m
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 £26m 
2004 £44m 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 nonexecutive 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 
wellrespected and longstanding
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 coordinate 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 onsite 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 £65m 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 reuse 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 £123m 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
122000 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 ukwide 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 inhouse
was demonstrated during the year for
berkeley homes at their former eagle
works foundry development in oxford
where materials received onsite
treatment for immediate reuse 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 shutdowns to
capital work shepley provides the on
site engineers trades management
and administration whilst wcel
provide the offsite fabrication facility
and any special prototype or test rig
work this threeyear 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 inhouse
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 deplanting clean out
dismantling demolition and 
relandscaping in preparation for
development it has also been 
carrying out decommissioning
engineered demolition and remediation
work for more than 15 years at the
bngwestinghouse site at springfield
in lancashire and has recently
commenced a twoyear 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 60year
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 postoperational 
support decommissioning
shepley engineers is currently working
on a framework contract to provide a
multidiscipline 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 1500 homes over a fouryear
period have now been significantly
extended allenbuild is already working
on seven schemes totalling 300 units
including a £2m timberframed
development in crawley
one of allenbuild’s largest projects is
the £147m reconstruction of a 
sixstorey victorian property in
clerkenwell to create 90 apartments
the scheme is the latest in a sixyear
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 £27m 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 
inhouse 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 fitout of a
threestorey 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 £65m 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 £66m comprises the
construction of a multimedia
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 threeyear 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 £145m
scheme in mayfair for a private client
which featured handdug 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
indepth 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 threeyear 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 £58m 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 £51m 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 
£5m10m ‘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 
nonfood 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 57000 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 307room 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 £33m 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 reestablished 
its longterm 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 £18m
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 £1175000
2004 loss £6939000 the group profit attributable to
shareholders was £2074000 2004 loss £7045000 the
directors recommend the payment of a final dividend on ordinary
shares of 02p 2004 nil and as there was no interim dividend
the total for the year is 02p 2004 nil a profit of £1954000 
2004 loss £7045000 has been transferred to reserves
financial review
shareholders’ funds is made up as follows £000
cash and shortterm deposits 13590
bank loans and overdrafts 11963
net cash balance 1627
finance leases 1358
net cash including liquid resources 269
other net assets 4407
equity shareholders’ funds 4676
derivatives and other financial instruments
the group’s principal financial instruments comprise bank loans
cash and shortterm 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 interbank 
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 dollarsterling 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 backtoback bank deposit and us bank loan that
was taken out on 8 november 2000 when the us to £stg rate
was 1446 the original hedge amounted to us25m and this has
been reduced to us155m 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 £13639000 of the
group’s net assets are denominated in foreign currency
donations
charitable donations made by the group during the year amounted
to £12170 2004 £15483 being £215 2004 £245 for education
£6963 2004 £11996 for health and environment £2853 
2004 £1941 for sports facilities and £2139 2004 £1301 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 subcontractors 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 noticeboard 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 retrain 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 200506 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 1332 monitoring inspections and reports
during the last 12month period
attendance on the 5day citb ‘site safety management training
scheme’ continues to be a requirement for all construction
management personnel with 2day refresher courses provided
within 5 years of attendance a 1day ‘directors  senior
managers’ course and a 1day ‘occupational health’ course is
being developed to add to the existing safety training courses
short duration ‘desktalks’ are to be specifically developed to
enhance the knowledge and competence of siteoffice 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 12month period to 30 september
2005 measured on the standard base line of 100000 persons at
work stands at 1097
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 reappointment at the annual general meeting
“agm” the director retiring by rotation is r harrison who being
eligible offers himself for reelection at the agm
brief biographical details of the present directors are set 
out below
nonexecutive 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 19932003 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 nonexecutive
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 nonexecutive 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 online 
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 nonexecutive 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 wwwrenewholdingscom
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 yearend 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 10000000 1669
goldman sachs international 7329624 1224
johan claesson and 
connected parties 5930723 990
g merrett 2073173 346
share capital
during the current financial year the company has not boughtback
any of its own shares nor issued any new share capital and as a
result the total number of shares in issue remains at 59898927 
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 reappoint 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 
nonexecutive 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 
nonexecutive 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
nonexecutive 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
crossdirectorships and no daytoday 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 upperquartile 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 nonexecutive 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 andor 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  
nonexecutive of appointment or letter months months
j gaffney executive contract 29 april 2004 na 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 nonexecutive 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 nonexecutive 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 12month 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 
12month rolling service contracts that provide for a 12month
notice period the nonexecutive directors do not have service
contracts the nonexecutive 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 nonexecutive
directors are determined by the full board within the limits set out
in the memorandum and articles of association the nonexecutive
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 £010 each
300905 300904
r harrison 60000 40000
b may 45000 
p underwood 20000 
a wagner obe 40000 
since the year end b may has purchased 60000 shares resulting in a total holding of 105000 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 salaryfees 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
nonexecutive directors
fees
a wagner obe 25    25  19
former directors       32
25 51
1 r harrison’s appointment reverted to nonexecutive chairman with effect from 1 october 2005 he was issued with a replacement service 
letter dated 7 october 2005 at a salary of £50000 pa and a review date of 1 october 2007
2 the highest paid director for 2005 was j gaffney who received emoluments of £365308 excluding pension contributions and the highest
paid director for 2004 was p sellars who received emoluments of £345263 excluding pension contributions
3 the amount paid by the company into j gaffney’s money purchase scheme in 2005 was £24157
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 nonexecutive 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
nonexecutive 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 nonexecutive 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
nonexecutive 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 nonexecutive
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
nonexecutive 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 nonexecutive 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 reinstate 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 reappointment or 
reelection of directors upon conclusion of a specified term or 
retirement by rotation
the company ceased to comply with the code guidance section
d 31 that the audit committee should comprise at least three
nonexecutive 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 nonaudit 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 daytoday 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 selfexamination 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
shortterm 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 wwwrenewholdingscom 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
profitloss for the financial year 2074 7045
exchange movements in reserves 23 171 110
surplus on revaluation of landfill assets  416
movements in defined benefit pension scheme 1216 11294
movement on deferred tax relating to the defined benefit pension scheme 1006 8943
total recognised gains and losses for the year 319 4168
prior year adjustment 3  21712
total recognised gains and losses since the last annual report 319 25880
note total total
2005 2004
£000 £000
turnover group and share of joint ventures 457750 461695
less share of joint ventures’ turnover 2714 3036
ongoing operations 330113 349485
discontinuing operations 39052 53171
total continuing operations 369165 402656
discontinued operations 85871 56003
group turnover 2 a 455036 458659
cost of sales including exceptional items 2 b 437409 442534
gross profit 17627 16125
administrative expenses including exceptional items  2 b 37689 22834
other operating income 4 53 2098
group operating loss 2 b 20009 4611
income from joint ventures  
ongoing operations before exceptionals 2687 272
exceptional items 2 c 19845 1038
ongoing operations after exceptionals 2 b 17158 1310
discontinuing operations 2 b 8351 10378
total continuing operations 25509 9068
discontinued operations 2 b 5500 4457
total operating loss before interest including share of joint ventures 20009 4611
profitloss on disposal of subsidiary companies 2 d 22300 495
profitloss on ordinary activities before interest 2291 5106
bank interest receivable 921 2280
interest payable 5 1597 2192
other finance charges  frs 17 pension 5 440 1921
profitloss on ordinary activities before taxation 1175 6939
taxation receivablepayable on ordinary activities 7 899 106
profitloss for the financial year 2074 7045
dividends proposed 8 120 
profitloss transferred tofrom reserves 1954 7045
basic earningsloss per ordinary share 9 346p 1162p
diluted earningsloss per ordinary share 9 346p 1162p
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 4602 4905  
tangible assets 11 14930 16969 298 794
investments 12  30 83672 83702
investments in joint ventures 13
loans to joint ventures 438 625  
share of gross assets 9704 13241  
share of gross liabilities 5276 8105  
4866 5761  
24398 27665 83970 84496
current assets
stocks and work in progress 14 9573 8641  
debtors due after more than one year 15 5751 10160 580 350
debtors due within one year 15 72836 94500 24951 19787
current asset investments 16 6089 7388 6089 7388
cash at bank and in hand 17 13590 18068 15579 1678
107839 138757 47199 29203
creditors amounts falling due in less than one year 18 115140 145383 113761 103144
net current liabilities 7301 6626 66562 73941
total assets less current liabilities 17097 21039 17408 10555
creditors amounts falling due after more than one year
longterm debt 19 8363 8363  
other creditors 20 4058 5215  
net assets excluding pension liability 4676 7461 17408 10555
pension liability 28  2346  2346
net assets 4676 5115 17408 8209
capital and reserves
share capital 22 5990 5990 5990 5990
share premium  23 5893 5893 5893 5893
capital redemption reserve 23 3896 3896 3896 3896
revaluation reserve 23 73 489 73 73
profit and loss account 23 11176 11153 1556 7643
equity shareholders’ funds 24 4676 5115 17408 8209
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 outflowinflow from operating activities 29 25338 1677
returns on investments and servicing of finance
interest received 921 2279
interest paid 1597 2192
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  9005
proceeds on sale of tangible fixed assets 225 2681
proceeds on sale of current asset investments  150
loans repaid by joint venture 200 1053
215 5803
acquisitions and disposals
proceeds from sale of subsidiaries and businesses 21343 3746
proceeds from sale of shared equity loans 1894 
cash disposed on disposal of subsidiaries and businesses 3380 1076
19857 2670
equity dividends paid to shareholders  682
cash outflow before financing 6372 1524
financing
issue of share capital  256
acquisition of own shares  192
movement in shortterm borrowings 3600 1103
finance lease payments 623 360
2977 1399
decrease in cash during the year 3395 2923
reconciliation of net cash flow to movement in net funds
decrease in cash during the year 3395 2923
movement in borrowings 2977 1463
changes in net funds arising from cash flows 6372 1460
other noncash movements 1680 4776
movement in net funds during the year 8052 3316
opening net funds 8321 5005
closing net funds 269 8321 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 longterm contracts
longterm 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
longterm 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 nonmonetary 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 straightline 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
incomecost 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 450367 454718
uk property 5966 2726
usa property 1417 4251
turnover group and share of joint ventures’ turnover 457750 461695
less share of joint ventures’ turnover 2714 3036
ongoing operations 330113 349485
discontinuing operations 39052 53171
continuing operations 369165 402656
discontinued operations 85871 56003
external turnover 455036 458659
the directors have not disclosed segmental information relating to the profitslosses 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 330113 39052 85871 455036 349485 53171 56003 458659
cost of sales 316373 43600 77436 437409 334284 59326 48924 442534
gross profit 13740 4548 8435 17627 15201 6155 7079 16125
administrative expenses 30951 3803 2935 37689 15989 4223 2622 22834
other operating income 53   53 2098   2098
group operating profitloss 
pre exceptional costs 2687 2045 5500 6142 272 542 4457 5271
exceptional costs 19845 6306  26151 1038 10920  9882
group operating lossprofit 
post exceptional costs 17158 8351 5500 20009 1310 10378 4457 4611
income from joint ventures        
total operating lossprofit 
before interest including 
share of joint ventures 17158 8351 5500 20009 1310 10378 4457 4611
profitloss on disposal of 
subsidiary undertakings 22300 495
profit on ordinary activities 
before interest 2291 5106
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 profitloss 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 nonoperating 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 3650  19250 
cost of incentives to members connected 
to the settlements i 1111  4959 
2539  14291 
contract losses on specific problem 
contracts incepted in prior years ii 15437 4758 10754 10660
impairment of fixed assets and current asset investments iii 1749  1617 
redundancy and reorganisation costs iv 454 1289 882 260
other nonrecurring costs v 4744   
closure costs vi  259  
19845 6306 1038 10920
with the exception of contract losses which have been included within cost of sales all of the exceptional
chargescredits 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 20022003 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 nonrecurring costs
during the current period the group incurred £47m of nonrecurring costs in respect of the resolution of legacy 
noncontract 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 nonoperating exceptional items year ended year ended
30 september 30 september
2005 2004
£000 £000
profitloss on disposal of subsidiary companies 22300 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 lossmaking 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 £11633000 
2004 £438000 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 £21712000 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 chargingcrediting
auditors’ remuneration  audit services company £89000 2004 £50000 210 190
depreciation of owned assets 2089 1479
depreciation of assets held under finance leases 568 360
amortisation of goodwill 303 304
impairment of current asset investments 1299 
impairment of long leasehold assets 450 
operating lease rentals  plant and machinery 278 733
operating lease rentals  motor vehicles 365 1022
operating lease rentals  other 1164 893
profit on sale of fixed assets 78 25
foreign exchange losses 500 
other operating income comprises
property sales and overage payments 13 1973
other income 40 125
53 2098
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 £331000 2004 £251000 in respect of the parent company notes to the accounts
annual report  accounts 2005 33
5 interest payable and other finance chargesincome
2005 2004
£000 £000
interest payable
on bank loans and overdrafts 1313 1979
other interest payable 284 213
1597 2192
other finance chargesincome  frs 17 pension
expected return on assets 5431 5705
interest on scheme liabilities 5871 7626
440 1921
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 1794 1782
at 30 september 1378 1716
the analysis of average monthly number of employees including executive directors during the year was
2005 2004
continuing
number number
ongoing construction 1278 1326
other 28 29
discontinuing 83 146
discontinued 405 281
1794 1782
cost of staff including executive directors during the year amounted to £000 £000
wages and salaries 59450 59746
social security costs 6392 6405
other pension costs 1972 2007
67814 68158
details of individual directors’ emoluments and pension contributions can be found on page 20 these numbers have 
been audited 7 taxation creditcharge on ordinary activities
a analysis of creditcharge 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 creditcharge on profit on ordinary activities 899 106
b factors affecting tax credit for the year
2005 2004
£000 £000
profitloss on ordinary activities before taxation 1175 6939
profit on ordinary activities multiplied by standard rate
of corporation tax in the uk of 30 2004 30 353 2082
effects of
income not subject to tax 6690 
expenses not deductible for tax purposes 2144 450
accelerateddecelerated capital allowances 140 196
net creation of tax losses 4333 1403
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 1734 696
1474 576
d reconciliation of deferred tax asset
2005 2004
£000 £000
as at 1 october 576 865
originationreversal of timing differences 898 289
at 30 september 1474 576
notes to the accounts
34 8 dividends
2005 2004
penceshare penceshare
interim   
final  020 
total dividend 020 
£000 £000
interim  
final 120 
total dividend 120 
9 earningsloss 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 earningsloss per share 2074 59899 346 7045 60609 1162
dilutive effect of options      
diluted earningsloss per share 2074 59899 346 7045 60609 1162
10 intangible fixed assets
goodwill
£000
group
cost
at 1 october 2004 and 30 september 2005 7559
amortisation
at 1 october 2004 2654
charge for year 303
at 30 september 2005 2957
net book value
at 30 september 2005 4602
at 30 september 2004 4905
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 11461 784 822 5348 18415
additions 221 5  1012 1238
disposals    1288 1288
disposal of subsidiary    324 324
at 30 september 2005 11682 789 822 4748 18041
depreciation
at 1 october 2004 625 190  631 1446
charge for the year 349 5 822 1481 2657
impairment  450   450
disposals    1138 1138
disposal of subsidiary    304 304
at 30 september 2005 974 645 822 670 3111
net book value
at 30 september 2005 10708 144  4078 14930
at 30 september 2004 10836 594 822 4717 16969
at cost less depreciation 10708   4078 14786
at valuation  144   144
at 30 september 2005 10708 144  4078 14930
historical cost of revalued properties
cost  715 781  1496
accumulated depreciation  645 781  1426
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 £1747000 2004 £1384000 during the
year £568000 2004 £360000 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 1203
additions 5 18 23
disposals  75 75
at 30 september 2005 789 362 1151
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 152552 30 152582
additions   
disposals  30 30
at 30 september 2005 152552  152552
provisions
at 1 october 2004 and 30 september 2005 68880  68880
net book value
at 30 september 2005 83672  83672
at 30 september 2004 83672 30 83702
details of the principal subsidiary undertakings are included in note 30
the investment in the dormant or nontrading 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 5136 625 5761
exchange movements 107 13 120
net loan repayments  200 200
reclassification 815  815
30 september 2005 4428 438 4866
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 5649 8051
debtors 4036 5118
cash 19 72
gross assets 9704 13241
less
creditors 5084 8004
partner loans 192 101
gross liabilities 5276 8105
share of net assets 4428 5136
the group’s share of the assets and liabilities in each joint venture varies stocks and work in progress include interest 
on nongroup specific project finance of £721000 2004 £1163000 details of the principal joint ventures are shown in
note 30
a letter of credit for £1335000 2004 £1602000 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 9297 8393
raw materials 276 248
9573 8641
15 debtors
group company
2005 2004 2005 2004
£000 £000 £000 £000
due after more than one year
amounts recoverable on contracts 4434 6241  
mortgage debtors 23 1540  
other debtors 1294 2379 580 350
5751 10160 580 350
due within one year
trade debtors 34320 32657 673 511
due from subsidiary undertakings   19792 18102
amounts recoverable on contracts 28448 54795  
mortgage debtors 23 1108  
other debtors 6515 3148 3548 265
corporation tax 191 191  
deferred tax note 7 1474 576 97 
prepayments and accrued income 1865 2025 841 909
72836 94500 24951 19787
notes to the accounts
annual report  accounts 2005 39 16 current asset investments
group and
company
£000
at 1 october 2004 7388
adjustment to write down to market value 1299
at 30 september 2005 6089
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 13580 18045 15579 1678
cash in hand 10 23  
13590 18068 15579 1678
cash at bank includes an overnight deposit on 30 september 2005 of £19015000 2004 £10391000 with 
barclays bank plc
cash at bank includes £07m 2004 £30m in respect of the net position on a £stg bank deposit of £81m us 155m
at the rate of us 1446 to £stg existing when the hedging arrangements were put in place less amounts repaid by
barclays bank plc during the year of £26m 2004 £nil 2004 £114m and a connected us loan of £88m us 155m
translated at the year end rate 2004 £84m used to hedge us assets within the us subsidiary company and joint
ventures the original amount hedged was us25m 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 3600   
obligations under finance leases 692 493  
payments received on account 14862 16064  
trade creditors 35789 54139 156 747
corporation tax 160 160  
other taxation and social security 2158 2374 1128 1230
due to subsidiary undertakings   104163 96959
other creditors 9409 3014 6841 1181
accruals and deferred income 48350 69139 1353 3027
proposed dividend 120  120 
115140 145383 113761 103144
in december 2004 the group borrowed £36m 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 longterm debt group company
2005 2004 2005 2004
£000 £000 £000 £000
secured bank loans falling due
in one year or less 3600   
between one and two years 100   
between two and five years 600 500  
more than five years 7663 7863  
11963 8363  
less amount due within one year 3600   
8363 8363  
in 2002 the group borrowed £836m 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 £74m will be due 
the group has an undrawn committed facility of £9914000 2004 £12098000 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 3392 4324  
4058 5215  
obligations under finance leases comprise £469000 2004 £523000 due between one and two years and £197000
2004 £368000 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 shortterm debtors and creditors
interest rate profile of financial assets and liabilities
fixed rate financial assetsliabilities
weighted average fixed floating no interest
interest rate rate rate charged total
 £000 £000 £000 £000
2005
assets
sterling   13111  13111
dollar   479  479
 13590  13590
liabilities
sterling 30 1358 11963  13321
dollar     
1358 11963  13321
2004
assets
sterling   17559 2647 20206
dollar   509  509
 18068 2647 20715
liabilities
sterling 28 1384 8363  9747
dollar     
1384 8363  9747
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 ie 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 unhedged portion of
the intercompany loan was 4905000 2004 4905000 at 30 september 2005 the balance on the us dollar bank
account was 1000 2004 2000
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 £179000 2004 gains £847000 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 us15537000 2004 us16537000 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
100000000 2004 100000000 ordinary shares of 10p each 10000 10000
allotted called up and fully paid
59898927 2004 59898927 ordinary shares of 10p each 5990 5990
changes in share capital
during the current financial year the company has not boughtback any of its own shares nor issued any new share capital
and as a result the total number of shares in issue remains at 59898927 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 5893 489 3896 11153
transfer from profit and loss account for the year    1954
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    1006
adjustment to reduce pension surplus to nil    1628
at 30 september 2005 5893 73 3896 11176
2005 2004
£000 £000
profit and loss reserves excluding pension liability 11176 8807
pension liability  2346
profit and loss reserves including pension liability 11176 11153
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 5893 73 3896 7643
transfer from profit and loss account for the year    11633
exchange differences    212
actuarial gain recognised in pension scheme    412
movement on deferred tax relating to pension liability    1006
adjustment to reduce pension surplus to nil    1628
at 30 september 2005 5893 73 3896 1556
notes to the accounts
annual report  accounts 2005 43 24 reconciliation of movements in group shareholders’ funds
2005 2004
£000 £000
group
profitloss for year 2074 7045
dividends payable 120 
1954 7045
other recognised gains and losses for the year 2393 2878
share issue  256
share buyback  8192
net movement on shareholders’ funds 439 12103
at 1 october 5115 17218
at 30 september 4676 5115
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 £21712000 see note 3
25 capital and leasing commitments
land  other total total
buildings 2005 2004
£000 £000 £000 £000
group
annual commitments under noncancellable 
operating leases expiring in 
under one year 861 89 950 861
two to five years 110 163 273 1812
five or more years 2465 11 2476 2566
3436 263 3699 5239
land  other total total
buildings 2005 2004
£000 £000 £000 £000
company
annual commitments under noncancellable 
operating leases expiring in
under one year 861  861 112
two to five years 30  30 912
five or more years 2546  2546 2765
3437  3437 3789
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 £42172000 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 20129
debtors  other 17599
cash 3380
creditors 22142
net assets disposed 19172
net cash consideration 41472
less net assets disposed 19172
net profit on disposal 22300
the group profit before taxation includes profits of £5614000 operating profit of £5500000 and interest received of
£114000 generated by bullock construction limited up to the date of disposal during the year bullock construction
limited accounted for £1159000 of the group’s net operating cash inflow received £114000 in respect of net returns on
investments and servicing of finance paidreceived £nil in respect of taxation paidreceived £nil for capital expenditure and
financial investment and paidreceived £nil in respect of financing
actual cash received by the group totalled £21343000 after repayment of intercompany balances totalling £20129000
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 £86m 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 £98000 per month £1176000 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 400 400 425
lpi increases to pensions in payment 250 250 250
discount rate 520 570 550
inflation assumption 250 250 275
increases to deferred pensions 250 250 275
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  785 16604 835 21360 820
gilt  25 fund 57212 685  na  na
bonds 51401 520  550  550
gilts  435 84501 485 88417 470
cash 79 450 1383 475 191 280
total 108534 102488 109968
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 108534 102488 109968
present value of scheme liabilities 106906 105840 143128
surplusdeficit in the scheme 1628 3352 33160
deferred tax  1006 9948
net surplusdeficit 1628 2346 23212
balance sheet adjustment to reduce surplus to nil at 30 september 2005 1628
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 3650 19250
payments made to pensioners to effect the settlements 1111 4959
2441 14187
amount charged to other financial incomecharges
expected return on assets 5431 5705
interest on scheme liabilities 5871 7626
440 1921
amount recognised in the statement of total recognised gains and losses
actual less expected return on assets 6623 426
experience gains on liabilities 647 1176
effect of change in assumptions on liabilities 6858 9692
actuarial gain 412 11294
adjustment to reduce balance sheet surplus to nil 1628 
1216 11294
movement in the deficit during the year
deficit brought forward 3353 33160
current service cost excluding employee contributions 98 104
cash contribution excluding employee contributions 1457 1288
settlements 3650 19250
other financial charges 440 1921
actuarial gain 412 11294
net surplusdeficit 1628 3353
adjustment to reduce balance sheet surplus to nil 1628 
surplusdeficit carried forward  3353
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 £6623000 £426000 £338000 £4532000
scheme assets
as a percentage of the assets at the end of the year 610 042 023 400
experience gains on scheme liabilities £647000 £1176000 £336000 £427000
as a percentage of the liabilities at the end of the year 061 111 023 035
total amount recognised in the statement of total £412000 £11294000 £25340000 £3224000
recognised gains and losses 
as a percentage of the liabilities at the end of the year 039 107 177 266
money purchase scheme
the assets of the money purchase scheme are held in separate trusteeadministered funds the group made contributions
of £1246000 2004 £1376000 into the money purchase scheme during the year there was also £100000 2004
£108000 of accruals relating to this scheme
company balance sheet
the full surplusdeficit 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 20009 4611
amortisation of subsidiary goodwill 303 304
depreciation 2657 1840
profit on sale of fixed assets 78 91
impairment of fixed assets 450 
impairment of current asset investments 1299 1616
increasedecrease in stocks and work in progress 932 4816
decreaseincrease in operating debtors and prepayments 7705 7338
decreaseincrease in creditors and accruals 12952 24795
net movement on pension deficit included within operating profit note 28 3552 19146
cash contributions to defined benefit scheme 1457 1288
profit on sale of shared equity loans 412 
other noncash movements 1640 780
net cash outflowinflow from operating activities 25338 1677
notes to the accounts
48 29 cash flow notes continued
analysis of net funds
at 1 october noncash at 30 september
2004 cashflow movements 2005
£000 £000 £000 £000
cash 18068 3395 1083 13590
debt due after one year 8363   8363
debt due within one year  3600  3600
finance leases due after one year 891 492 267 666
finance leases due within one year 493 131 330 692
9747 2977 597 13321
net funds 8321 6372 1680 269
the noncash 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
noncash 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 £48000 2004 £61000 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 buyout 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 24398 27665 32529 40584 19875
net current liabilitiesassets 7301 6626 20949 2248 8694
longterm liabilities 12421 15924 36260 8498 1250
net assets employed 4676 5115 17218 34334 27319
share capital 5990 5990 7881 7838 6089
other capital and reserves 1314 875 9337 26496 17638
minority interests     3592
shareholders’ funds 4676 5115 17218 34334 27319
turnover 455036 458659 434056 445235 309761
profitloss before taxation 1175 6939 6166 4851 3534
taxation recoverablepayable 899 106 1030 363 120
profitloss after taxation 2074 7045 7196 5214 3654
minority interests    147 41
ordinary dividends 120  1077 862 609
profitloss retained 1954 7045 6119 4205 3004
on balance sheet fundsborrowings £m 163 971 519 240 1220
off balance sheet borrowings £m   065 120 390
total fundsdebt £m 163 971 454 360 830
earningsloss per ordinary share p 346 1162 916 725 534
diluted earnings per ordinary share p 346 1162 905 713 530
dividend per ordinary share p 020  165 110 100
net assets per ordinary share p 781 854 2185 4380 3890
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
11000 2520 6430 873276 146
1001 – 5000 832 2123 2197349 367
5001 – 10000 251 641 2024013 338
10001 – 100000 264 674 8280403 1382
100001 – 250000 24 061 4059131 678
250001 – 500000 8 020 2720128 454
500001 – 1000000 12 031 8714310 1455
1000001 and over 8 020 31030317 5180
3919 10000 59898927 10000
category of owner
private shareholders 3653 9322 13349890 2229
deceased accounts 6 015 7432 001
pension fund 4 010 14980 003
nominee company 214 546 27282908 4555
limited companies 30 077 337969 056
bank and bank nominees 6 015 8777500 1465
other institutions 6 015 10128248 1691
3919 10000 59898927 10000
directors  advisors
nonexecutive chairman
chief executive officer
executive director
independent nonexecutive
auditors
rsm robson rhodes llp
186 city road
london
ec1v 2nu
company secretary
company number
registered address
website address
solicitors
charles russell 
compass house
lypiatt road 
cheltenham
gl50 2qj 
catherine wright
650447
39 cornhill
london
ec3v 3nu
wwwrenewholdingscom
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 fortysixth annual general meeting of the company will be held at 39 cornhill london ec3v 3nu 
on 22 march 2006 at 1100 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 reelect the following director who retires in accordance with the company’s articles of association
r harrison resolution 2
3 to reappoint 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 reappoint 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 802 of the companies act 
1985 conferred upon the directors by regulation 52 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 £1976665
resolution 7
8 that the power conferred upon the directors by regulation 53 of the company’s proposed articles of association to allot equity
securities as defined in section 942 of the companies act 1985 wholly for cash free from the preemption 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 £299495
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 521 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 resale 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 352 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 email 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
audiovisual link
article 495 the directors may make arrangements for members or their proxies to participate in any meeting by means of an
audiovisual 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 451 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 £299495 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 wwwrenewholdingscom produced by salient communications tel 01635 861112


Summary:
 highlights
346p
earnings per share
2004 loss of 1162p
£27m
before exceptionals
ongoing operations
2004 £03m
£455m
turnover
2004 £459m
£12m
profit before tax
2004 loss of £69m
• 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 02p 2004 nil
• group name changed to renew holdings plc at egm on 12 january 2006
annual report  accounts 2005 1