Infrastructure at the
heart of UK communities
Annual Report and Accounts 2026
Discover
more online
Throughout our report,
you’ll find links to
additional online content,
providing deeper insight
into our projects, people
and performance.
Students travelling to school
across the dam crest of
Toddbrook Reservoir
One of Kier’s Love
Your Workplace photo
competition winners
Students at Deyes
High School
Welcome to our
Annual Report 2026
Overview
1 Highlights
2 At a glance
3 Investment case
Strategic report
4 Chair’s statement
6 Chief Executive’s review
9 Our strategic priorities
10 Our marketplace
12 Our business model
14 Our key
performance indicators
16 Operational review
24 Financial review
30 ESG report
31 Sustainability report
46 TCFD report
51 Managing risk
and opportunity
60 Non-financial and
sustainability information
statement and section
172(1) statement
Corporate governance
61
Chair’s introduction to
corporate governance
62 Corporate
governance overview
64 Board of Directors
66 Corporate governance
73 Risk Management and
Audit Committee report
79 Nomination
Committee report
82 Environmental, Social
and Governance
Committee report
85 Directors’
Remuneration report
118 Directors’ report
122 Statement of
Directors’ responsibilities
122 Directors’ confirmations
Financial statements
123 Independent auditors’ report
to the members
of Kier Group plc
131 Consolidated
income statement
132
Consolidated statement
of comprehensive income
133 Consolidated balance sheet
134 Consolidated statement
of changes in equity
135 Consolidated statement
of cash flows
136 Notes to the consolidated
financial statements
185 Company balance sheet
186 Company statement
of changes in equity
187 Notes to the Company
financial statements
Other information
190 Financial record
191 Glossary of alternative
performance measures
Cover image: Devonport
Royal Dockyard
Highlights
Total Group revenue –
including joint ventures
1
£4.4bn
FY25: £4.1bn
Non-financial
Total added social value
7
£422.6m
FY25: £530.8m
Reduction in Scope 1 and 2 emissions
since 2019 baseline year
80.8%
Employee engagement index
6
82.0%
FY25: 80.5%
Financial
Go paperless
Help reduce our environmental impact
by choosing to receive your Annual Report
and other shareholder communications
digitally rather than in print.
Group revenue
1
£4.4bn
FY25: £4.1bn
Adjusted earnings per share
1, 3
23.5p
FY25: 21.6p
Net cash – 30 June
5
£232.4m
FY25: £204.1m
Net cash/(debt) – average month end
5
£10.7m
FY25: £(49.2)m
Adjusted operating profit
2
£169.8m
FY25: £159.1m
Dividend
4
7.8p
FY25: 7.2p
Order book
£11.9bn
FY25: £11.0bn
Operating profit
1
£118.7m
FY25: £113.7m
Earnings per share
1, 3
14.1p
FY25: 12.8p
1. See consolidated income statement
on page 131.
2. See note 5 to the consolidated
financial statements.
3. See note 12 to the consolidated
financial statements.
4. See note 11 to the consolidated
financial statements.
5. See note 21 to the consolidated
financial statements.
6. See page 34.
7. See page 15.
Discover
more online
Kier Group plc Annual Report and Accounts 2026
1
Strategic reportOverview Corporate governance Financial statements Other information
At a glance
Infrastructure Construction
Property
Delivering
vital economic
infrastructure
across the UK
Delivering vital
social infrastructure
across the UK
Progressing the strategic reallocation of capital towards our core businesses
See page 9 for
more information
Our customers Our values
Trusted
Collaborative
Focused
Our key differentiators
Public 76%
Regulated 13%
Private 11%
Our scale
Long-term strategic
framework positions
National scale, local delivery
End-to-end capability
Naturally Digital
Social value and outcomes
Connected, high-performing culture
£4.4bn revenue
£169.8m AOP
£11.9bn order book
120 frameworks
10,000+ employees
400+
live projects across the UK
Kier Group plc Annual Report and Accounts 2026
2
Strategic reportOverview Corporate governance Financial statements Other information
Investment case
Significant momentum and market opportunity
Order book growth (FY22-FY26)
5% CAGR
Framework positions
c.£200bn
Pipeline
£65bn
Medium-term targets
Revenue growth
Mid-single digits
Adjusted operating margin
4.0% – 4.5%
Operating cash conversion
>90%
Average net cash by FY29
>£200m
Dividend cover
3x
Strong financial profile
FY26 revenue growth
7.5%
Top tier industry margin
3.9%
FY26 operating cash conversion
121%
Enhanced shareholder returns
Cash generation
and reallocation
of Property capital
Lower finance
costs in medium
term from
bond repayment
Significant capital for
strategic allocation
Adjusted EPS growth
Double digit
Creating value from a
stronger, more focused Kier
Discover
more online
Kier Group plc Annual Report and Accounts 2026
3
Strategic reportOverview Corporate governance Financial statements Other information
Chair’s statement
Strong
foundations
and the next
phase of growth
Strong foundations and the
next phase of growth
This year has been one of strong progress
for Kier. The Group delivered another year
of growth, with high single-digit increases
in revenue and adjusted operating profit,
an order book of £11.9bn, up 8% on the
prior year, our opportunity extending
across c.£200bn of framework positions
and a significant improvement in average
net cash performance.
These results reflect the operational
discipline, financial strength and customer
focus that have become hallmarks of the
business in recent years and reinforce
the confidence the Board has in Kier’s
future prospects.
The firm foundations laid by the previous
leadership and the implementation of
robust succession plans mean Kier can
enter the next phase of its development
from a position of strength. Kier has clear
opportunities to create further value
through its leading positions in the UK’s
infrastructure and construction markets.
All the while, the focus will be on deploying
the Group’s generated capital as
effectively as possible, to drive attractive
shareholder returns.
Evolving the strategy
The UK faces a significant requirement to
renew, upgrade and expand its economic
and social infrastructure. From transport
and utilities to healthcare, education,
defence and housing, the demand for
high-quality infrastructure remains
substantial. The Board is confident
that Kier’s scale, capabilities, ability to
innovate, strong customer relationships
and proven delivery record position
the Group well to benefit from these
long-term market opportunities.
The Board has spent considerable time
assessing how the Group’s strategy
should evolve to support long-term
value creation. Having listened carefully
to shareholders and other stakeholders,
we are clear that the greatest opportunity
lies in focusing attention on our core
Infrastructure and Construction businesses,
while continuing to realise value from the
existing Property portfolio and reducing
future capital commitments. Supported
by around £200bn of framework positions
across our markets, the Group enters this
next phase with significant opportunities
for growth.
Shareholders who participated in the
2021 rights issue have already seen a
market-leading return. The challenge
for the new leadership is to continue to
deliver high levels of return now that the
business is well beyond recovery phase.
The Board has endorsed a strategy
focused on taking advantage of its
leading positions in its core markets to
deliver sustainable earnings growth and
further strengthen the balance sheet.
This will drive increased returns for
shareholders over the medium term.
Alongside disciplined organic growth,
we will continue to evaluate selective
value-accretive acquisition opportunities
that enhance our capabilities and
strengthen our position.
Leadership and succession
We are delighted that Stuart Togwell
has put his leadership team in place
smoothly and swiftly. The combination
of promoting proven internal talent and
attracting strong external candidates
demonstrates a succession process
designed to ensure we have the right
talent to execute our strategy and
deliver value for our stakeholders.
Kier has entered a new
phase of its development.
Stronger, more focused and
financially resilient, the Group
is well positioned to capture
the opportunities ahead and
deliver sustainable long-term
value for shareholders.”
Matthew Lester
Chair
Kier Group plc Annual Report and Accounts 2026
4
Strategic reportOverview Corporate governance Financial statements Other information
We are pleased to welcome Tom Hinton
as Chief Financial Officer and Executive
Director. Further appointments to
strengthen the Executive Committee
have enhanced the breadth of capability
across the business, ensuring Kier is well
placed to build on the considerable
progress achieved in recent years.
On behalf of the Board, I would like to
thank the Executive team for its leadership
throughout the year and my fellow Directors
for their support, challenge and stewardship
of the Group. I would also like to thank
Margaret Hassall for her significant
contribution to the Group and congratulate
Anne Baldock on her appointment as
Chair of the Remuneration Committee.
Culture, safety, responsible
business and people
The Board firmly believes that sustainable
performance is built upon strong culture.
Throughout the year, we maintained a
close focus on colleague engagement,
leadership, succession, wellbeing and the
values that underpin our business. While
some elements need to adapt, we believe
that, fundamentally, Kier has a culture in
place to realise its ambitions.
I also had the privilege of visiting HMP
Elmley to meet Shannon Parks, winner
of the Pride of the Kier Chair’s Award.
Shannon’s commitment to developing
future talent and creating opportunity
for others represents the very best of
Kier and serves as a reminder that our
people remain one of the Group’s
greatest strengths.
I would like to thank all those who work for
Kier. Significant leadership changes, even
those that are well planned, can cause
people to lose focus on delivering for
customers. I am delighted to see that our
employee engagement score remains
market leading and our people have
delivered such a strong performance
against all metrics.
Shareholder returns and
capital allocation
The Board’s role is to ensure we have
disciplined capital allocation. Our objective
is clear: to deploy capital where it can
generate the greatest long-term value,
support sustainable earnings growth and
strengthen returns for shareholders.
Reflecting this progress, the Board has
overseen significant increases to the
dividend and has continued and expanded
the share buyback programme, and we
are pleased to confirm that shareholder
returns will continue to be an important
part of our capital allocation framework.
These actions demonstrate our confidence
in Kier’s financial position, future cash
generation and long-term prospects.
We believe the strategic decisions taken
during the year reinforce Kier’s ability to
achieve these objectives.
Chair’s statement continued
The Board is also focused on maintaining
high standards of governance, ensuring its
composition, oversight and effectiveness
remain aligned to the evolving needs of
the business.
Safety remains our foremost priority and
is fundamental to our licence to operate.
The Board continues to monitor safety
performance closely through regular
reporting, site visits and direct engagement
across the business. During the year,
Board members visited sites ranging from
Glasgow to Greenwich, providing valuable
insight into the complexity of our operations
and the professionalism and commitment
demonstrated by our teams every day.
The Board also continued to oversee
the Group’s broader sustainability and
governance priorities. We recognise that
customers, investors and wider society
expect businesses to deliver not only
strong financial performance but also
positive environmental and social
outcomes. Safety, environmental
responsibility, social value creation,
ethical business conduct and effective
governance remain integral to the
Board’s oversight and decision-making
and are central to how Kier creates
long-term value for all stakeholders.
We continue to engage actively with
shareholders, customers, Government
and industry partners. During the year,
the Board commissioned an independent
perception study involving key external
stakeholders, providing valuable insight
into how Kier is viewed externally, helping
to inform future strategic decision-making.
As our strategy evolves, understanding
these perspectives and ensuring we
continue to strengthen our leadership,
capabilities and competitive position
remain key priorities.
Looking ahead
The past year has enhanced the Board’s
confidence in Kier’s future prospects.
The Group enters the next phase of its
development with strong foundations,
attractive market opportunities, a growing
order book, and a leadership team
focused on disciplined delivery.
On behalf of the Board, I would like to
thank our colleagues for their continued
commitment and professionalism, our
customers and partners for their trust, and
our shareholders for their ongoing support.
We look to the future with confidence
and remain committed to delivering
sustainable growth, lasting impact and
attractive returns for shareholders.
Matthew Lester
Chair
Visiting the team at HMP Elmley
Kier Group plc Annual Report and Accounts 2026
5
Strategic reportOverview Corporate governance Financial statements Other information
Chief Executive’s review
Creating greater
value from a
stronger, more
focused Kier
We are building a stronger,
more focused Kier,
concentrating our expertise,
investment and talent where
we can create the greatest
value for customers,
shareholders, communities
and colleagues.”
Stuart Togwell
Chief Executive
Highlights and strategic progress
As I reflect on my first months as Chief
Executive, I am more confident than ever
in Kier’s future. Our strong foundations,
disciplined approach and leading
positions in essential infrastructure
markets continue to provide a firm
platform from which to grow and create
lasting value for all our stakeholders.
FY26 represented a year of strong
performance and demonstrated our ability
to continue to perform consistently. We
delivered FY26 revenue and profit growth
and continued to strengthen our financial
position, achieving an average net cash
position for the first time in over a decade.
We also saw further improvements in
both employee engagement and
customer satisfaction.
Initially, it was important that I spent my first
months listening carefully to our customers,
shareholders, colleagues and partners and,
at the same time, I initiated an in-depth
review of the Group and the opportunities
ahead. This confirmed to me the strength of
Kier’s culture, as well as our ability to secure
high-quality, disciplined work through our
expertise in winning and renewing
framework positions, reinforced by our
ability to truly deliver locally through our
regional model of Kier offices, people and
long-standing supply chain relationships.
What resonated most strongly with me was
the strategic advantage Kier gains from
both its scale and its end-to-end in-house
capabilities. Together they provide the
strength to pursue long-term growth
opportunities with confidence, while
retaining the agility to pivot to sectors with
evolving market demands as demonstrated
by our success in water and defence.
The key to making the most of our scale
is a simple, disciplined and efficient
operating model that drives consistency
across the Group. By focusing our
efforts on the sectors where we see the
greatest opportunity, we will continue to
strengthen our balance sheet, creating
greater flexibility to allocate capital
that supports sustainable growth and
long-term shareholder value.
We have also taken steps to strengthen
our leadership team to support the next
phase of Kier’s development, with new
appointments to the Executive Committee
that enhance operational oversight, bring
greater commercial rigour and ensure
we have the capability and discipline
to continue delivering at scale.
Leveraging our positions to
deliver growth
At its heart, Kier is a UK-based
infrastructure and construction business
with national reach, strong local delivery
and a presence in markets that are
critical to the UK and supported by
long-term structural demand. This is
reflected in our 400 plus live projects
in communities across the country.
We are building a more focused Kier
centred on some of the UK’s most
attractive infrastructure markets
where we have strong capabilities and
customer relationships. With significant
investment being directed through the
Government’s 10-Year Infrastructure
Strategy and commitment to backing
British business, there is clear alignment
to the economic and social infrastructure
we deliver.
Kier Group plc Annual Report and Accounts 2026
6
Strategic reportOverview Corporate governance Financial statements Other information
Chief Executive’s review continued
To strengthen our position further, in FY26
we brought together our Transportation,
Natural Resources and Energy businesses
to create an infrastructure ‘powerhouse’
division. In doing so, we have enhanced
our ability to act as a strategic delivery
partner on complex programmes and
have positioned ourselves strongly to
benefit from generationally significant
infrastructure investment.
This is complemented by our Construction
division, where our Regional Building and
Strategic Projects businesses combine
national scale with strong local presence.
Our approach delivers exceptional results
across both every day and complex major
projects through long-term SME and
manufacturer relationships.
Together this structure provides access
to significant investment opportunities
and supports growth in sectors that
more than offset the expected reduction
in High Speed Rail 2 (HS2) spend. We are
expanding our presence in attractive
growth markets including water, defence,
energy and healthcare, while maintaining
leading positions in highways, rail,
education and justice & borders.
Our position is further strengthened by
our footprint in the London commercial
market, our more than 800-person strong
in-house design capability group-wide,
and our ability to self-deliver mechanical
and electrical fit-out across a significant
proportion of our projects. In FY26, Kier
Design was recognised as a Top 25
consultancy in Building Magazine’s Top
150 Consultants ranking, reflecting the
scale and breadth of this in-house expertise.
Kier Places continues to enhance our
customer offering through long-term
facilities management, housing
maintenance, refurbishment and
specialist services. With significant
infrastructure maintenance expenditure
expected over the next 10 years, it
provides resilient recurring revenue
streams while strengthening customer
relationships and creating opportunities
across the wider Group.
Together, the end-to-end capabilities
we have, from designing and providing
solutions through to delivery and
maintaining assets, help to strengthen
relationships and create further
opportunities across the Group.
Looking ahead
We have a clear strategy to create long-term
sustainable value centred around the
three strategic pillars of Growth, Resilience
and Performance. Central to this is
disciplined capital allocation: focusing on
the parts of the Group where we have the
strongest market positions, the greatest
opportunities for growth and the ability
to generate the highest returns. In doing
so, we will strengthen our balance sheet,
improve the quality of earnings and
build a more focused, resilient and
higher-performing Kier.
Consistent with this strategy, we
have decided not to invest in new
development opportunities within our
Property division. Our existing development
projects, of which c. 80% now have
planning consent, will continue to be
delivered with our joint venture partners
as expected. The reallocation of capital
will be managed in a controlled and
disciplined way, balancing value
realisation with continuity of delivery.
This decision marks the next stage in
Kier’s development. It enables us to focus
the Group more clearly on the attractive
infrastructure and construction markets
in which we have strong positions, deep
expertise and significant opportunities
for growth. With a clearer strategic focus
and disciplined execution, we are well
positioned to build on the progress we
have made.
We can look ahead with confidence.
We have already secured more than
95% of FY27 revenue and more than
70% of FY28 (based on consensus as at
14 September 2026), on similar terms and
risk allocation to the work delivered in
FY26. This visibility is provided by our
£11.9bn order book and £2bn of work
currently in one-to-one negotiation.
Our disciplined approach to work
winning is underpinned by deep customer
relationships and access to more than
120 Infrastructure and Construction
frameworks, providing visibility of
c.£200bn of future opportunities over
the next five to ten years. Through early
contractor involvement, we work alongside
customers at the earliest stages of
project development, helping to provide
solutions and value for money and
improve outcomes.
The combination of long-term market
drivers, strong revenue visibility and trusted
customer relationships gives us confidence
in the opportunities ahead. It also reinforces
our conviction that a more focused Kier,
centred on its core growth engines, is best
placed to deliver sustainable growth and
value for all our stakeholders.
Enhancing performance through
digital and operational excellence
While demand and revenue visibility give
us confidence in future growth, we also
see significant opportunities to further
improve performance across the Group.
Sustainable growth depends on being
a productive, resilient and future-ready
business that can make informed
decisions at scale. Through our Naturally
Digital programme, we are investing in
data, AI and digital capability to improve
operational performance, strengthen
decision-making and enhance project
delivery, creating long-term value for
customers and shareholders.
Our cyber resilience credentials also
continue to strengthen through ‘Cyber
Essentials’, and the Defence Infrastructure
Organisation’s ‘Secure by Design’
accreditations as well as our commitment
to the Government’s Cyber Pledge.
FY26 also saw us enhance our design
management capability, combining
in-house expertise, disciplined processes
and digital tools to develop more efficient
and buildable solutions. Together, these
investments are helping us improve
productivity, manage risk more effectively
and enhance certainty of delivery
for customers.
Alongside this, we have maintained a
relentless focus on work winning, project
delivery and commercial discipline.
This approach continues to strengthen
the balance sheet while ensuring capital
is directed towards opportunities that
support sustainable margins and
attractive returns. The resulting financial
strength has enabled us to maintain our
practice of increasing dividends in line
with earnings and launch a further share
buyback programme, reinforcing our
confidence in the Group’s prospects.
Kier Group plc Annual Report and Accounts 2026
7
Strategic reportOverview Corporate governance Financial statements Other information
Chief Executive’s review continued
Employee engagement score
82%
FY25: 80.5%
Recognition on Glassdoor
Top 50
Risks, opportunities and areas
of focus
We remain ever mindful of our
responsibility to address underlying
industry cost pressures, skills’ demands
and evolving customer requirements.
Additionally, while our safety performance
and culture are moving in the right
direction, our ambition is higher still. Our
new health, safety and wellbeing strategy
is focused on embedding consistent
standards, stronger oversight and a more
proactive, predictive and continuous
learning approach across all our projects,
ensuring safer, more consistent delivery.
Turning to our capital structure, we are
building further resilience in our balance
sheet, through rigorous resource allocation,
continued disciplined bidding and strong
operational control as we grow.
Delivering better outcomes for
customers and communities
Customers are increasingly focused on
the broader impact of their investment,
beyond the asset created itself. They are
looking for partners who can help deliver
economic growth, social value and
environmental benefits alongside
high-quality infrastructure and buildings.
Kier’s scale, expertise and strong regional
presence position it particularly well for
these objectives. By engaging early,
applying our design and delivery
expertise and identifying innovative,
value-engineered solutions, we help
customers achieve better outcomes,
secure greater value for money
and create lasting benefits for the
communities they serve.
Social value and environmental
sustainability are embedded throughout
this approach. As procurement increasingly
emphasises outcomes such as local jobs,
skills, apprenticeships and community
benefit, our ability to create wider
economic and social value alongside
high-quality project delivery is an
important part of how we support
customers. We also continue to reduce
our environmental impact and help
customers achieve their net zero ambitions
and are making progress in reducing
Scope 1, 2 and 3 emissions through the
solutions we design, deliver and maintain,
contributing to our recognition as a
sector leader in the Financial Times
Climate Leaders’ Index.
It is this approach that sets us apart,
underpins the strength of our customer
relationships and supports the ongoing
growth of our business.
People, culture and capability
Kier’s 10,000+ people, alongside its strong
local supply chain, deliver for customers,
communities and stakeholders every day
and are central to the Group’s performance
and to the next phase of its growth.
We continue to invest in capability through
structured learning and development,
technical training, apprenticeships and
emerging talent programmes, ensuring
we have the expertise needed to deliver
our pipeline of work while, at the same
time, supporting Government and industry
efforts to create more opportunities and
develop the workforce of the future.
Creating an engaged and high-performing
culture remains a key priority. During the
year, our employee engagement score
increased to 82% and we enhanced our
external reputation as an employer,
including recognition in the Glassdoor
Top 50. We also launched our Kier Cares
programme, reinforcing our commitment
to health, safety and wellbeing while
continuing to invest in the development
of our people.
We continue to make progress on
diversity and inclusion, reflected in our
recognition in leading our sector in the
FTSE Women Leaders’ Review and The
Times Top 50 Employers for Gender
Equality. We have also continued to
reduce both our gender and ethnicity pay
gaps. While there is more to do, we remain
committed to building a workplace where
everyone can thrive and contribute to
Kier’s long-term success.
Outlook and closing reflections
The long-term fundamentals of our
chosen markets remain compelling.
With strong positions in sectors critical
to the UK’s infrastructure resilience, asset
renewal and economic growth, we are
well placed to benefit from sustained
investment over the years ahead.
I am confident that our three strategic
priorities of Growth, Resilience and
Performance provide a clear framework
for the next phase of Kier’s development.
I would like to thank everyone who has
contributed to our progress this year: our
colleagues across the Group for their
commitment, professionalism and focus
on delivery; our customers, partners and
shareholders for their continued support
and collaboration; and my colleagues on
the Executive Committee and the Board
for their support and guidance during my
first year as Chief Executive.
Together, we are building a business
with clear strategic focus, strong market
positions and a disciplined approach to
value creation. This gives me confidence
in our ability to grow, improve performance
and create sustainable value for
shareholders over the years ahead.
Stuart Togwell
Chief Executive
Kier Group plc Annual Report and Accounts 2026
8
Strategic reportOverview Corporate governance Financial statements Other information
Our strategic priorities
Following a comprehensive review of the Group and its divisions, markets and
growth opportunities, we are aligned on three strategic priorities:
Growth
We are focusing on our core
Infrastructure and Construction
markets which are underpinned
by structural growth trends.
Purpose
Reduce earnings volatility and improve overall
returns on capital, underpinning our financial goals.
See page 3 for more information
Target
Align to the Government’s 10-Year Infrastructure
Strategy pipeline, including full project lifetime
service, together with emerging public private
partnership opportunities.
Next steps
Seize opportunities in growth sectors such as
Water, Defence, Energy and Healthcare where
Kier has proven capability and significant
opportunity ahead.
Resilience
Strengthening balance sheet flexibility
through strong cash generation
and reallocation of Property capital.
Underpinned by diversified customer
and contract mix.
Purpose
Provide flexibility, resilience and greater alignment
with the industry.
Target
Achieve average net cash of >£200m by FY29.
Maintain strong customer and contract mix, and
disciplined commercial bidding.
Next steps
Reallocate capital invested in the Property
business, over a circa three year period, in line with
the Group’s capital allocation framework.
Performance
By enhancing the quality of earnings
we are adding further ambition to our
financial goals.
Purpose
Drive performance for all stakeholders, demonstrating
conviction in our sector strategy and the benefit
of our differentiated business model.
Target
• Mid-single-digit revenue growth
• 4.0%-4.5% adjusted operating margin
• Double-digit adjusted EPS growth
Next steps
Deliver on our updated financial targets, growing
the core business and using technology investment
to drive enhanced returns with substantially
reduced financing costs.
Discover
more online
£
Kier Group plc Annual Report and Accounts 2026
9
Strategic reportOverview Corporate governance Financial statements Other information
Our marketplace
A generational
investment in
UK infrastructure
1. The National Infrastructure and Service Transformation Authority (NISTA) is a UK
Government agency established on 1 April 2025. Currently over 100 projects listed
within NISTA are still to be procured with no value yet attributed to them.
Kier is closely aligned to a 10-year UK infrastructure
programme of over £700bn, overseen by NISTA
1
. This
investment is underpinned by compelling long-term
structural trends. Our customer base comprises
Government, regulated and blue-chip sectors.
Market drivers
Long-term economic and political factors
provide a supportive environment for growth.
Macro environment
A focus on domestic productivity
and growth, driving political and
economic decision-making.
Ageing infrastructure
Age of asset base and
environmental regulations
underlining urgency of
investment requirement.
Demographic factors
Longevity and population growth
adding pressure to health, social
care and housing.
Geographic imbalance
Efforts to increase spending and
regeneration to narrow the UK’s
regional inequality.
Climate change
Energy security and net zero
commitments driving
domestic investment.
Defence and energy security
A renewed focus on national security
across traditional defence sectors
and recognition of key infrastructure
as central to UK resilience.
Strategic reportOverview Corporate governance Financial statements Other information
10
Kier Group plc Annual Report and Accounts 2026
Helping the UK deliver its
infrastructure ambitions to 2035
Our marketplace continued
Identified opportunities aligned to Kier capabilities
Transport
£121.0bn
Strategic roads investment (RIS)
rail renewals and enhancements,
city-region transport and mass
transit programme
Healthcare
£95.0bn
NHS estate upgrades and
New Hospital Programme (NHP)
Education
£72.6bn
School Rebuilding Programme (CF25),
estate modernisation and growing
pupil capacity requirements
Water and environment
£69.4bn
AMP8 and AMP9 regulatory funding,
wastewater and other schemes
Housing and regeneration
£56.1bn
Housing delivery, brownfield
regeneration and local growth initiatives
Energy
£46.0bn
Gas network upgrades, solar,
decarbonisation schemes and
energy infrastructure
Justice and borders
£12.0bn
Prison capacity expansion,
estate maintenance and immigration
accommodation upgrades
Defence
3
£3.5bn
Ministry of Defence estate modernisation
and infrastructure upgrades
Science and research
£0.8bn
Innovation, research facilities,
Regional Growth Zones, and
emerging opportunities
Other
£0.7bn
Communications and
cultural infrastructure
Addressable maintenance spend
1
£500bn+
Our framework positions
2
c.£200bn
1. Forecast based on ONS projected Infrastructure
maintenance spend and not currently included
in pipeline of work.
2. Total advertised value.
3. Defence spend awaiting NISTA update
following publication of Defence Investment
Plan (containing estimated £20bn+
addressable market).
Addressable capital spend
£475bn+
Kier Group plc Annual Report and Accounts 2026
11
Strategic reportOverview Corporate governance Financial statements Other information
Our business model
Infrastructure
Focus on core growth engines – a simplified business
Revenue £2.34bn
AOP £129m
Margin 5.5%
Delivering vital economic
infrastructure across
the UK
Order book
£7.4bn
Frameworks
£29bn
Construction
Revenue £1.99bn
AOP £77m
Margin 3.9%
Delivering vital social
infrastructure across
the UK
Order book
£4.5bn
Frameworks
£169bn
Public 76%
Regulated 13%
Private 11%
Our customers
Balanced customer
portfolio helps provide
through-cycle resilience
• Public sector work is based on
long-term relationships across
local and central government
• Regulated market work
consists of some of the largest
water and energy projects
• Private customer work focuses
on opportunities in the London
commercial market
How we contract
Selective bidding and
contracting are key
to underpinning our
high-quality order book
• Cost reimbursable (including
target cost and cost plus
contracts) is generally applied
in Infrastructure, providing
strong customer alignment
and commercial protection
• Two-stage processes entail
early contractor involvement
to scope and price projects
pre-construction
Cost reimbursable/two stage 95%
Other 5%
Kier Group plc Annual Report and Accounts 2026
12
Strategic reportOverview Corporate governance Financial statements Other information
Our business model continued
Our key differentiators
Long-term strategic
framework positions
Unrivalled range of framework positions
c.£200bn
• Visibility of future workflows and opportunities
• Long-term strategic relationships
• Opportunities to deliver social value and
environmental sustainability
• Lower bidding costs
National scale, local delivery
Live projects
400+
• Strong national, regional and local relationships
• Deeply embedded within local supply chains
• Ability to reallocate talent according to project
requirements and market need
Connected, high performing culture
Colleagues
10,000+
• Broad talent base with extensive capabilities
• Inclusive and diverse workforce
• Investing in future talent with 574 apprentices
and 167 graduates
• Glassdoor ‘Best Places to Work 2026’, and highest
ranked contractor
Naturally Digital
Copilot-enabled colleagues
3,800
• Investing in data, AI and digital capability
• Building a safer, simpler and smarter Kier
• Improving operational performance
• Enhancing project delivery and productivity
• Strengthening our resilience
Social value and outcomes
Spend with SMEs and voluntary, community
and social enterprises (VCSEs)
c.£1.2bn
• Deeply embedded within the regions and
local communities
• Long-term collaborative supply chain
relationships across the country
• Supporting UK jobs, skills and resilient local
supply chains by increasing opportunities
for SMEs and VCSEs
End-to-end capability
Combined addressable capital and
maintenance spend
£975bn+
• Aligning capability to opportunity
• End-to-end capability across the project
lifecycle from design to delivery to long-term
asset support
• Access to government capital and operational
spend across economic and social infrastructure
• In-house design and mechanical and
electrical expertise
Kier Group plc Annual Report and Accounts 2026
13
Strategic reportOverview Corporate governance Financial statements Other information
Our key performance indicators
Financial
Link to strategic priorities:
1
Focus on core growth engines
2
Strengthen the balance sheet
3
Uplift our financial performance
R
Link to remuneration
Total Group revenue including JVs
1
£4.4bn
Free cash flow
4
£165.0m
Net cash – 30 June
5
£232.4m
Net cash/(debt) – average
5
£10.7m
Dividend
6
7.8p
Adjusted earnings per share
1,3
23.5p
Order book
£11.9bn
Adjusted operating profit
1,2
£169.8m
The growth in revenue is predominantly driven
by increased activity in the Infrastructure segment,
which reported revenue growth of 10% compared
to the prior year.
Strategic priorities:
1
2
3
The Group generated a free cash inflow during the
year driven by a strong operational performance.
The free cash inflow increased by 6.2% compared
to FY25 and represents cash conversion of 121%.
Strategic priorities:
3
R
The Group’s net cash position has improved
compared to the prior year due to the strong
free cash generation, partly offset by returns
to shareholders by way of share buyback
and dividends.
Strategic priorities:
3
The Group generated operating profit and
a working capital in flow which was used to
complete its initial share buyback programme
and commence a further programme, pay
dividends and make pension deficit repayments.
Strategic priorities:
3
R
The Board has proposed, subject to shareholder
approval, a final dividend of 5.2p per share.
The total dividend of 7.8p represents a cover of 3x.
Strategic priorities:
1
2
3
Adjusted earnings per share has increased due
to the improved profit generation of the Group,
along with a reduction in the Weighted Average
Number of Shares as a result of the share
buyback programmes.
Strategic priorities:
2
3
R
The order book remains strong and is underpinned
by high-quality and profitable work.
The increase compared to the prior year is driven
by significant new work won within Infrastructure.
Strategic priorities:
1
2
3
Adjusted operating profit has increased primarily
due to the increased activity in the Infrastructure
segment. This is partly offset by increased
Corporate costs, which have increased in line
with revenue.
Strategic priorities:
2
3
R
1. See consolidated income statement on page 131.
2. See note 5 to the consolidated financial statements.
3. See note 12 to the consolidated financial statements.
4. See Financial review on page 24.
5. See note 21 to the consolidated financial statements.
6. See note 11 to the consolidated financial statements.
FY26
FY25
£4.4bn
£4.1bn
£4.0bn
FY26
FY25
FY24
FY26
FY25
£169.8m
£159.1m
£150.2m
FY26
FY25
FY24
FY26
FY25
23.5p
21.6p
20.6p
FY26
FY25
FY24
FY26
FY25
£11.9bn
£11.0bn
£10.8bn
FY26
FY25
FY24
FY26
FY25
£165.0m
£155.4m
£185.9m
FY26
FY25
FY24
FY26
FY25
£232.4m
£204.1m
£167.2m
FY26
FY25
FY24
FY26
FY25
FY24
£10.7m
£(49.2)m
£(116.1)m
FY26
FY25
7.8p
7.2p
5.2p
FY26
FY25
FY24
Kier Group plc Annual Report and Accounts 2026
14
Strategic reportOverview Corporate governance Financial statements Other information
FY26
FY25
101
115
155
FY26
FY25
FY24
FY26
FY25
FY24
Link to strategic priorities:
1
Growth
2
Resilience
3
Performance
R
Link to remuneration
Non-financial
Our key performance indicators continued
Payment performance
32 days
Total added social value
£422.6m
Safety – Accident Incident Rate (AIR)
101
Employee engagement index
82.0%
Achieve year-on-year improvement and remain
below the HSE
1
benchmark
The 12-month rolling AIR represents a decrease
of 12.2% to 101 compared to 115 in FY25. The 12-month
rolling All Accident Incident Rate (AAIR) decreased
by 21.6% to 269 compared to 343 in FY25.
The FY26 safety performance reflects the Group’s
continuous improvement approach to health,
safety and wellbeing.
Strategic priorities:
1
2
R
Continuously improve employee engagement
We continue to engage with our people through
the Your Voice surveys, which showed an 82%
engagement index, demonstrating the impact
of our culture programme and recognition of the
steps we take to implement colleague feedback.
Strategic priorities:
1
2
R
Scope 1 and 2 carbon intensity
2
4.3
Scope 3 carbon intensity
4
152.5
Achieve a continuous reduction in Scope 1 and 2
carbon intensity in line with SBTi
3
-validated targets
We have achieved a 37.7% decrease in our Scope
1 and 2 carbon intensity against FY25 – a 81.9%
decrease against our FY19 baseline. This is in
line with our net zero carbon targets.
Strategic priorities:
1
2
R
Achieve a continuous reduction in Scope 3
carbon intensity SBTi
3
-validated targets
We have achieved a 10.0% decrease in our Scope 3
carbon intensity against FY25 – a 49.1% decrease
since our FY22 baseline year. We continue to focus
on the enhancement of our Scope 3 data, which
supports our journey to net zero.
Strategic priorities:
1
2
1. Health and Safety Executive.
2. Market-based tCO
2
e/£m revenue.
3. Science Based Targets initiative.
4. tCO
2
e/£m revenue.
Maintain a good relationship with supply
chain partners
In line with the Fair Payment Code, our latest Duty
to Report on Payment Practices and Reporting
submission covers the period from 1 January 2026
to 30 June 2026, showing the Group’s aggregate
average payment days had been maintained
(H1: 32 days).
We remain committed to further improvements in
our payment practices, including complying with
the 30-day payment requirements for SMEs, and
we continue to work with both customers and
suppliers to achieve this.
Strategic priorities:
1
2
Provide and drive total added social value
Our total added social value is calculated via Thrive
using net spend methods. It covers added social
value delivered through our workforce, supply
chain and the positive impact on our communities.
During FY26, we saw a reduction in SME spend – a
significant contributor to this measure – although
non-spend-based social value increased in FY26.
Strategic priorities:
1
2
FY26 152.5
169.4
200.5
FY26
FY25
82.0%
80.5%
76.1%
FY26
FY25
FY24
FY26
FY25
4.3
6.9
7.4
FY26
FY25
FY24
FY26
FY26
FY25
FY25
32 days
£422.6m
34 days
£530.8m
33 days
£548.3m
FY26
FY26
FY25
FY25
FY24
Investing in young talent –
total emerging talent
832
Invest in and attract emerging talent
Emerging talent includes apprentices, student
industrial placements and graduates. In FY25
we launched CMI-accredited courses, replacing
management apprenticeships. Government
funding for Level 7 apprenticeships has reduced
since January 2026, and therefore we are providing
alternative emerging talent programmes.
Strategic priorities:
1
2
FY26
FY25
832
855
820
FY26
FY25
FY24
FY24
Kier Group plc Annual Report and Accounts 2026
15
Strategic reportOverview Corporate governance Financial statements Other information
Operational review
Twelve months
to 30 June 2026
Twelve months
to 30 June 2025 Change
Revenue (£m) 2,340.1 2,136.0 10%
Adjusted operating profit (£m)
1
128.7 111.0 16%
Adjusted operating margin (%) 5.5 5.2 30bps
Reported operating profit (£m) 109.8 89.5 23%
Order book (£bn) 7.4 6.5 14%
1. Stated before adjusting items of £18.9m (FY25: £21.5m).
Strong growth driven by
infrastructure investment
Infrastructure delivered another year of
strong growth, with revenue increasing
by 10% and adjusted operating profit
increasing by 16% to £129m (FY25: £111m),
and with margin improving to 5.5% (FY25:
5.2%). Growth was driven by increased
activity across water, continued
investment in road infrastructure, such
as the A66 dualling and M6 Lune Gorge
viaduct projects, and sustained delivery in
rail at both a regional and national level.
The water business performed particularly
strongly as customer investment
accelerated under AMP8. Kier now holds
leading positions on frameworks worth
approximately £13bn across ten water
customers and is delivering more than
140 live projects across the UK.
The order book increased 14% to £7.4bn,
reflecting significant new work secured
across highways, water, rail and energy,
providing visibility equivalent to more
than three years of divisional revenue.
Key contract wins and
extensions include:
• £200m first stage of the pioneering STEP
Fusion energy programme, with future
opportunities valued up to £10bn
• A significant contract at Sizewell C
to build the main site entrance to
the £38bn nuclear power station
• A £900m+ contract for National
Highways to help restore its
road network
• £700m Norfolk Highways contract,
which mobilised on 1 April 2026 and
will run for a period of up to 14 years
• South West Water’s (SWW) c.£140m
Network Services Alliance extension
where we’ll be delivering vital
maintenance and improvements
across SWW’s operational region
over the next two years
• Bridgwater Tidal Barrier Scheme,
where we’ve been awarded a c.£100m
Construction Continuation Contract
with the Environment Agency
A leading infrastructure powerhouse
In FY26, we integrated our Transportation
and Natural Resources businesses,
creating the Kier Infrastructure division.
This recognises the interdependencies
that exist between different clients and
markets across Infrastructure. For a
community to thrive, it will need energy,
clean water and wastewater processing,
it will require water management solutions
to protect that community from the threat
of flooding, and it will need transport to
allow that community to be connected
to places of learning, work and play. Of
course, we must also enable communities
with infrastructure in a way that prioritises
whole life sustainability, protects and
enhances biodiversity and ensures social
value is generated to leave a lasting
legacy in the communities we serve.
Kier Infrastructure doesn’t only design,
build and maintain infrastructure; it
enhances the places in which we all live,
work and play across the country.
Our long-term collaborative
relationships and strategic
framework positions are
underpinned by our integrated
design, build and maintain
model. Our breadth and depth
of capability and focus on
performance excellence and
digital innovation are driving
strong, resilient, repeatable
growth across our target
sectors, including water, where
AMP8 investment increased
project activity and delivered
better customer outcomes.”
Joe Incutti
Group managing director
for Infrastructure
Infrastructure
Kier Group plc Annual Report and Accounts 2026
16
Strategic reportOverview Corporate governance Financial statements Other information
Operational review continued
With population growth, alongside the
challenges posed by climate change
and the macroeconomic and geopolitical
environment, the work done by Kier
Infrastructure has never been more
important. The Government’s 10-Year
Infrastructure Strategy is now in place
which identifies a £700bn+ pipeline
of work, providing clear visibility and
stability of infrastructure investment.
Our growing 6,000+ strong workforce
has the skills and capabilities to meet
these challenges. That workforce extends
to over 20,000 people including our
long-term collaborative supply chain
relationships across the country.
The majority of our workforce has skill and
capability which are transferable across
infrastructure sectors, providing resilience
and flexibility for both the business and
our clients. This is complemented by
Kier’s market-leading sector-specific
specialist skills.
The business is focused on Government
and regulated clients and markets,
delivering solutions at scale and driving
value through integrated design, build
and maintenance and together we are
shaping the future of infrastructure. This
is evidenced by significant new contract
awards in the year culminating in a
high-quality end of year divisional order
book equivalent to over three years of
divisional turnover.
The combination of market opportunity,
market-leading talent and a track record
of assured delivery gives me absolute
confidence in our future success and
growth ambitions.
Bridgwater Tidal Barrier
Kier Group plc Annual Report and Accounts 2026
17
Strategic reportOverview Corporate governance Financial statements Other information
Twelve months
to 30 June 2026
Twelve months
to 30 June 2025 Change
Revenue (£m) 1,986.8 1,910.5 4%
Adjusted operating profit (£m)
1
76.5 75.0 2%
Adjusted operating margin (%) 3.9 3.9 -
Reported operating profit (£m) 44.3 54.9 (19)%
Order book (£bn) 4.5 4.5 -
1. Stated before adjusting items of £32.2m (FY25: £20.1m).
Strong delivery, high‑quality
pipeline and growing
lifecycle capability
The Construction division delivered a
resilient performance in FY26, with revenue
increasing by 4% as major projects,
including HMP Glasgow, entered full
delivery phase. Our order book remained
strong at approximately £4.5bn, providing
excellent visibility of future revenue.
During the year, we secured positions on
several strategically important frameworks,
further strengthening our future pipeline.
Alongside our core construction activities,
Kier Places continued to enhance our
customer offering through long-term
facilities management, housing
maintenance, refurbishment and specialist
services. Representing approximately 15%
of divisional revenue in FY26, the business
provides resilient recurring revenue
streams while strengthening customer
relationships and creating opportunities
across the wider Group. Together, our
construction and lifecycle capabilities
position us to support customers
throughout the lives of their assets,
from development and delivery through
to operation and maintenance.
Over the past year, we have continued
to build on our strong market positions,
securing places on strategically important
frameworks that support the UK’s critical
infrastructure priorities across justice,
defence, health, education and beyond.
In Defence, for example, we are currently
delivering more than £300m of projects
across the UK, with a further ten projects
progressing through the Pre-Construction
Services Agreement (PCSA) stage.
Working in partnership with the Defence
Operational review continued
Infrastructure Organisation (DIO), our
teams are delivering high-quality
accommodation, technical facilities and
operational infrastructure that support
the UK’s soldiers, sailors and aircrew.
Key achievements include:
• Securing a place on the £37bn
New Hospital Programme Hospital
2.0 Alliance framework, including
the c.£500m redevelopment of
Hinchingbrooke Hospital
• Appointment to the £15bn Department
for Education CF25 framework
• Commencing delivery of the c.£680m
HMP Glasgow project
• Securing further justice sector
opportunities, including Lancaster Farms
and Northumberland projects
worth c.£250m
• Delivering the new Darlington Economic
Campus, future home of Number 11 North,
supporting the Government’s ambition
to strengthen regional decision-making
and drive investment outside London
National capability, local delivery
This performance reflects the strength
of our customer relationships, technical
expertise and proven regional delivery
model. With teams embedded in
communities across the UK, we combine
national scale with local delivery
capability, helping customers access
skilled supply chains, create employment
opportunities and generate positive social
value outcomes.
Construction
Since joining Kier, I have been
struck by the strength of our
culture, the capability of our
teams and the ambition across
our Construction business to
deliver high-quality built assets
with greater certainty for our
customers. That has been
evident throughout the
year, with another strong
performance from the
Construction business and
continued demand across
our core sectors.”
Martin Staehr
Group managing director
for Construction
Kier Group plc Annual Report and Accounts 2026
18
Strategic reportOverview Corporate governance Financial statements Other information
RAF Lakenheath
Photo credit: The appearance of U.S. Department
of Defense (DoW) visual information does not
imply or constitute DoW endorsement.
With a strong order book, substantial PCSA
pipeline and growing lifecycle capability
through Kier Places, we are well positioned
to support the Government’s priorities,
including expanding prison capacity,
modernising defence infrastructure and
delivering sustainable healthcare and
education facilities. Our breadth of sector
expertise, regional operating model and
focus on operational excellence and value
for money. The application of modern
methods of construction and the use of
innovative materials, processes and
delivery models continue to differentiate
Kier in an evolving market.
A key strength of our business is our
ability to bring together complementary
capabilities from across the Group. Kier
Places provides valuable insight into how
assets perform once operational, helping
customers improve efficiency, extend
asset life and enhance user experience.
Combined with the expertise of KME, our
in-house mechanical and electrical
business, this enables us to deliver
integrated solutions that reduce carbon,
improve value for money and provide
greater certainty of outcome throughout
an asset’s lifecycle.
Above all, our success is built on our people
and the central role they play in delivering
for our customers and communities.
Their expertise, commitment and
professionalism give me confidence in our
future prospects, and I would like to thank
all our colleagues across the UK for their
hard work and dedication during the year.
Operational review continued
Kier Group plc Annual Report and Accounts 2026
19
Strategic reportOverview Corporate governance Financial statements Other information
Operational review continued
Property
Twelve months
to 30 June 2026
Twelve months
to 30 June 2025 Change
Revenue (£m) 63.4 38.4 65%
Adjusted operating profit (£m) 9.1 12.2 (25)%
Adjusted operating margin (%) 14.4 31.8 (1,740)bps
Reported operating profit (£m) 9.1 12.2 (25)%
Capital employed (£m) 222 198 12%
ROCE (%) 4.3 6.7 (240)bps
Corporate
Twelve months
to 30 June 2026
Twelve months
to 30 June 2025 Change
Adjusted operating loss (£m)
1
(44.5) (39.1) 14%
Reported operating loss (£m) (44.5) (42.9) 4%
1. Stated before adjusting items of £nil (FY25: £3.8m).
The Corporate segment comprises the costs of the Group’s central functions.
Higher costs in the year reflect succession within several Executive positions as well
as certain strategic initiatives.
The Property business invests in and
develops mixed-use commercial and
residential urban regeneration schemes
across the UK, largely through joint ventures.
The business generated revenue of
£63.4m (FY25: £38.4m), while operating
profit, driven by transaction timings,
reduced to £9.1m (FY25: £12.2m) impacted
by the wider macro-economic turbulence.
Against this challenging backdrop, the
business continued to de-risk its portfolio,
as follows:
• Planning permission secured on
c.80% of projects overall, including a
residential portfolio of over 5,000 units
• Construction currently in progress on
seven individual projects, including
three pre-funded projects, with
270 residential units
• Secured tenancy/active marketing
on four individual projects
From FY27, in line with the Group’s strategic
priorities, there will be no investment in
new Property development opportunities.
This process will be managed in a
controlled way to balance timing and
value, with capital to be realised in line
with existing development schedules.
Kier’s Watford Riverwell development
Colleagues collaborating
at Kier’s Foley Street office
Kier Group plc Annual Report and Accounts 2026
20
Strategic reportOverview Corporate governance Financial statements Other information
Twickenham Riverside
Twickenham Riverside demonstrates
how Kier helps customers solve
complex challenges through its
end-to-end approach.
Working with the London Borough of
Richmond upon Thames, the £57m
regeneration scheme is transforming a
riverside site into new homes, commercial
space, public realm and green spaces,
creating lasting economic, social and
environmental value for the community.
Located alongside the River Thames, the
project presented significant engineering,
environmental and infrastructure
challenges, from flood protection and
riverside works to utilities, highways
and ecology. By bringing together Kier’s
development, design, pre construction
and construction expertise, Kier was able
to provide an integrated solution that
helped manage risk, improve value for
money and increase delivery certainty.
The project has already generated
significant social value and demonstrates
how Kier’s integrated business model
helps customers create better places,
unlock regeneration and deliver
long-term community benefits.
Read the full case study on our website to
discover how Kier’s end-to-end approach
is helping unlock complex regeneration
opportunities and create better places.
Operational review continued
Our end‑to‑end
capabilities
in action
From design to delivery and long-term asset
support, we are capturing the full scope of
our growth opportunities.
Discover
more online
Twickenham Riverside
Kier Group plc Annual Report and Accounts 2026
21
Strategic reportOverview Corporate governance Financial statements Other information
Operational review continued
Creating long‑term
value through data,
technology and
AI
Naturally Digital is helping
us build a safer, simpler and
smarter Kier. By strengthening
our digital foundations,
embedding practical and
innovative AI and investing
in the skills of our people, we
are improving productivity,
enhancing resilience and
delivering better outcomes
for customers, communities
and shareholders.”
Louisa Finlay
Chief Operating Officer
Sustainable growth depends on a
business that is productive, resilient and
able to make informed decisions at scale.
Through Naturally Digital, Kier is investing
in data, AI and digital capability to improve
operational performance, enhance
project delivery and create long-term
value for customers and shareholders.
A key enabler of this programme is our
strategic partnership with Microsoft,
which is helping us embed AI-powered
tools and digital ways of working across
our sites, depots and offices. Alongside
continued investment in our enterprise
data platform, cyber resilience and
technology estate, this is helping to
create a more connected, productive
and resilient business.
Across the Group, we are strengthening
the foundations that support better
decision-making, improving access to
trusted information and simplifying the
digital tools used by our people. Together,
these investments are helping colleagues
work more efficiently, enabling greater
consistency across projects and creating
the conditions for responsible adoption
of AI at scale.
Increasingly, digital capability is
becoming a source of competitive
advantage. The combination of trusted
data, responsible AI and consistent digital
tools is helping Kier improve operational
performance, strengthen resilience and
enhance project delivery. Naturally Digital
is helping build the capabilities required
for Kier’s future growth. The investments
being made today are helping create a
more efficient, resilient and data-driven
business, supporting sustainable growth
and long-term shareholder value.
Naturally Digital
Safer
• AI and digital
safety initiatives
• Better compliance
and controls
Smarter
• Data, insight and AI
• Better decision making
Simpler
• Standardised tools
• Reduced duplication
Stronger
• Cyber resilience
• Enterprise data platform
Naturally Digital
Kier Group plc Annual Report and Accounts 2026
22
Strategic reportOverview Corporate governance Financial statements Other information
Operational review continued
AskIMS – Knowledge at
every colleague’s fingertips
AskIMS is Kier’s innovative enterprise
AI agent, designed to make trusted
information, guidance and expertise
easier to find and use. By providing
colleagues with instant access to
approved knowledge and standards,
AskIMS reduces time spent searching
for information, supports better
decision-making and helps our
people focus more time on delivering
value for customers.
As part of the Naturally Digital
programme, AskIMS demonstrates
how AI can be deployed responsibly
at scale, and embedded within
everyday workflows rather than used
in isolation. By improving access to
trusted information and encouraging
greater self-service, AskIMS is helping
to simplify the colleague experience,
improve productivity and create the
foundations for wider adoption of AI
across the business.
Better decisions through
trusted data
Data is a critical asset for Kier
and a key enabler of informed
decision-making across the Group.
Through Naturally Digital, we are
strengthening our enterprise data
platform to provide greater visibility
of performance, improve access to
trusted information and support
more consistent reporting
and governance.
Alongside these improvements, we
have enhanced our disaster recovery
capability and strengthened the
way data is managed and governed.
Together, these investments are
improving resilience, reducing risk
and creating the foundations for
future innovation, helping Kier make
better decisions, operate more
effectively and realise greater value
from its data over time.
Digital tools transforming
project delivery
A key component of Naturally
Digital is the simplification and
standardisation of the Group’s
digital toolset. By reducing
duplication and establishing
consistent ways of working,
we are improving efficiency,
strengthening governance and
reducing delivery risk across
projects and business functions.
Across our projects, digital tools are
improving visibility, collaboration and
access to information throughout the
delivery lifecycle. Technologies such
as QR-enabled site information,
drones and digital twins support
better decision-making, improve
project outcomes and provide clients
with richer information about their
assets, helping create greater value
across the asset lifecycle.
Active users of Copilot
3,800
Employee digital confidence
79%
Colleagues trained in digital
tools/AI/data
2,125
Kier Group plc Annual Report and Accounts 2026
23
Strategic reportOverview Corporate governance Financial statements Other information
Financial review
Strong growth,
disciplined
delivery
Strong growth in revenue,
profit, cash generation and
our order book reflects
disciplined execution
across the Group and
provides a strong platform
for future growth.”
Tom Hinton
Chief Financial Officer
Introduction
The Group delivered a strong
performance during the year, with
year-on-year growth in revenue and
profits, along with the year end order
book standing at £11.9bn. The Group has
also achieved an average cash position
as a result of disciplined operational
delivery and cash management.
The Group achieved growth of 7.5%
giving total revenues of £4,393.0m
(FY25: £4,087.8m) which helped
generate an adjusted operating profit
of £169.8m (FY25: £159.1m).
The continued strong operational
performance led to a 4.4% increase in
operating profit to £118.7m (FY25: £113.7m)
and an increase in profit before tax to
£83.8m (FY25: £78.1m).
Adjusting items were £52.6m
(FY25: £47.3m). The current year charge
includes £19.0m of amortisation of
intangible contract rights and £32.1m
of fire and cladding compliance costs,
relating to updated regulations on
legacy projects.
Net finance charges for the year were
£34.9m (FY25: £35.6m), broadly in line
with the prior year.
Adjusted earnings per share increased
by 8.8% to 23.5p (FY25: 21.6p).
The Group generated Adjusted EBITDA
of £236.1m (FY25: £227.9m) and recorded
a £165.0m free cash inflow during the year
(FY25: £155.4m), with supplier payment
days remaining constant at 32 days
(HY26: 32 days).
Driven by its strong underlying cash flow
growth, the Group achieved average net
cash for the year ended 30 June 2026
of £10.7m (FY25: net debt of £(49.2)m).
The order book increased to £11.9bn,
an 8.2% increase since the prior year end
(FY25: £11.0bn). Over 95% of revenue for
FY27 is already secured which provides
certainty for next year.
The Group completed its initial share
buyback programme during the year
and commenced a further buyback
programme, in addition to the payment
of the ordinary dividend. Further cash flow
items included adjusting items, pension
deficit obligations and purchasing existing
Kier shares on behalf of the Group’s
employees. Net cash at 30 June 2026 of
£232.4m was 13.9% higher compared to
the prior year (FY25: £204.1m).
Alongside maintaining strict capital
discipline, the Group continues to invest
in areas that support long-term growth
and value creation. This includes the
Naturally Digital programme, where we
will be investing in digital capability and
AI-enabled tools designed to improve
productivity, further strengthen delivery
and help create a more efficient and
scalable business. This ongoing
investment will support both enhanced
customer outcomes and the generation
of sustainable returns.
Kier Group plc Annual Report and Accounts 2026
24
Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
Summary of financial performance
Adjusted results Statutory reported results
30 June
2026
30 June
2025
Change
%
30 June
2026
30 June
2025
Change
%
Revenue (£m) 4,393.0 4,087.8 7.5 4,393.0 4,087.8 7.5
Revenue (£m) - Excluding JVs 4 , 3 5 2 . 5 4,077.1 6.8 4 , 3 5 2 . 5 4,077.1 6.8
Profit from operations (£m) 169.8 159.1 6.7 118.7 113.7 4.4
Profit before tax (£m) 136.4 125.4 8.8 83.8 78.1 7.3
Earnings per share (p) 23.5 21.6 8.8 14.1 12.8 10.2
Total dividend per share (p) 7.8 7.2 8.3
Free cash flow (£m) 165.0 155.4 6.2
Net cash (£m) 232.4 204.1 13.9
Net cash/(debt) (£m) - average 10.7 (49.2)
Order book (£bn) 11.9 11.0 8.2
Revenue
The following table bridges the Group revenue from the year ended 30 June 2025
to the year ended 30 June 2026.
£m
Revenue for the year ended 30 June 2025 4,087.8
Infrastructure 204.1
Construction 76.3
Property and Corporate 24.8
Revenue for the year ended 30 June 2026 4,393.0
Total Group revenue grew by £305.2m, with all segments contributing to the growth.
In particular the Infrastructure business reported a 9.6% increase in revenue compared
to the prior year.
The Group continues to focus on delivering high-quality and high-margin work.
Alternative performance measures (APMs)
The Directors continue to consider that it is appropriate to present an income
statement that shows the Group’s statutory profits only.
In addition to the Group’s statutory results, the Directors believe it is appropriate to disclose
those items which are one-off, material or non-recurring in size or nature. The Group is
disclosing as supplementary information an adjusted profit APM. The Directors consider
doing so clarifies the presentation of the financial statements and better reflects the
internal management reporting and is therefore consistent with the requirements of IFRS 8.
Adjusted operating profit
£m
Adjusted operating profit for the year ended 30 June 2025 159.1
Infrastructure 17.7
Construction 1.5
Property and Corporate (8.5)
Adjusted operating profit for the year ended 30 June 2026 169.8
A reconciliation of reported to adjusted operating profit is provided below:
Operating profit Profit before tax
30 June
2026
£m
30 June
2025
£m
30 June
2026
£m
30 June
2025
£m
Reported profit 118.7 113.7 83.8 78.1
Amortisation of acquired
intangible assets 19.0 21.6 19.0 21.6
Fire compliance costs 32.1 17.0 32.1 17.0
Property-related items – 4.8 – 4.8
Net financing costs – – 1.5 1.9
Other – 2.0 – 2.0
Adjusted profit 169.8 159.1 136.4 125.4
Additional information about these items is as follows:
• Amortisation of acquired intangible assets £19.0m (FY25: £21.6m):
Comprises the amortisation of acquired contract rights through the acquisitions
of MRBL Limited (Mouchel Group), May Gurney Integrated Services plc and the
Buckingham Group. These balances will be fully amortised by the end of FY27.
• Fire and cladding compliance costs £32.1m (FY25: £17.0m):
The Group continues to review all of its current and legacy constructed buildings
where it has used cladding solutions and continues to assess the action required in
line with the latest updates to Government guidance, as it applies, to multi-storey and
multi-occupied residential buildings.
The charge incurred in the year is for those projects where the Group has now confirmed
liability and has a reasonable estimate of the cost to rectify the issues identified, less
any confirmed insurance recoveries that are considered virtually certain of receipt.
Kier Group plc Annual Report and Accounts 2026
25
Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
Right-of-use assets and lease liabilities
At 30 June 2026, the Group had right-of-use
assets of £110.2m (FY25: £96.5m) and
associated lease liabilities of £178.0m
(FY25: £151.1m). The movements at each
balance sheet date reflect operational
equipment requirements less associated
depreciation and lease repayments.
Investment properties
As at 30 June 2026, the Group had
investment properties with a fair value
of £107.6m (FY25: £100.6m).
The Group has long-term leases on two
office buildings which were formerly
utilised by the Group that have been
vacated and are now leased out to
third parties, and as such are held as
investment properties.
In addition, the Group’s Property business
invests in and develops primarily mixed-
use commercial and residential schemes
and sites across the UK. Eight of these
sites are held as investment properties.
During the year the Group sold Tempsford
Hall, its former head office, for £10.0m,
whilst retaining the surrounding
agricultural land.
Investment in Joint Ventures (JVs)
A number of projects within the Property
division are developed alongside joint
venture partners. Investment in JVs at
30 June 2026 was £158.7m (FY25: £145.8m).
Contract assets and liabilities
Contract assets represent the Group’s
right to consideration in exchange
for works which have already been
performed. Similarly, a contract liability
is recognised when a customer pays
consideration before work is performed.
At 30 June 2026, total contract assets
amounted to £487.4m (FY25: £374.0m).
Contract liabilities were £292.9m (FY25:
£168.0m), reflecting an increase in cash
advances across several projects.
Retirement benefits obligation
Kier operates a number of defined benefit
pension schemes. At 30 June 2026, the
reported surplus, which is the difference
between the aggregate value of the
schemes’ assets and the present value
of their future liabilities (defined benefit
obligation), was £59.3m (FY25: £47.2m),
before accounting for deferred tax, with
the movement in the year primarily as a
result of actuarial gains of £6.3m (FY25:
losses of £42.5m) and employer
contributions of £5.2m (FY25: £7.0m).
The net actuarial gain results from a
change in the financial assumptions used
to calculate the defined benefit obligation
(specifically higher corporate bond
yields) and higher than assumed asset
returns. These actuarial gains have been
partially offset by increases in the defined
benefit obligations caused by a change
in the demographic assumptions
(resulting in longer life expectancies).
In addition, deficit reduction contributions
have increased the schemes’ assets.
During the year, the Group agreed
triennial funding valuations for six of
its seven defined benefit contribution
schemes. Following these valuations,
aggregate future deficit contributions
will continue in line with the level of
contributions made in FY26, at £5.2m per
annum, until July 2030. In addition, the
Group has agreed to pay one-off lump
sum contributions totalling £0.9m in FY27.
Earnings per share
Earnings per share (EPS), before adjusting
items, amounted to 23.5p (FY25: 21.6p).
Reported EPS, after adjusting items, from
continuing operations amounted to 14.1p
(FY25: 12.8p). Both EPS measures have
increased due to a combination of improved
profitability and a reduction in the Weighted
Average Number of Shares as a result of the
share buyback programmes.
Finance income and charges
The Group’s finance charges include
interest on the Group’s bank borrowings
and Senior Notes as well as finance
charges relating to leases recorded
under IFRS 16.
Net finance charges for the year were
£34.9m (FY25: £35.6m), which includes
interest on bank borrowings and Senior
Notes of £28.5m (FY25: £30.8m).
Lease interest was £10.4m (FY25: £9.1m).
The Group had a net interest credit
of £2.7m (FY25: £4.3m) in relation to
the defined benefit pension schemes
which has arisen due to the overall
pension surplus.
The Group continues to exclude
lease liabilities from its definition of net
cash/(debt).
Dividend
The Board has proposed, subject to
shareholder approval, a final dividend
of 5.2p per share (FY25: 5.2p) which
together with the interim dividend of 2.6p
represents 3x adjusted earnings cover.
Balance sheet
Net assets
The Group had net assets of £511.4m
at 30 June 2026 (FY25: £517.2m).
Goodwill
The Group held intangible assets
of £583.1m (FY25: £608.4m) of which
goodwill represented £543.5m
(FY25: £543.5m).
The Group completed its annual review
of goodwill assuming a pre-tax discount
rate of 12.4% (FY25: 13.5%) and concluded
that no impairment was required.
The Infrastructure group of
cash generating units (CGU) comprise
£523.1m of the total goodwill balance.
No impairment is noted as management
believes the discounted cash flows are
underpinned by the order book and
current pipeline prospects and the CGU is
not sensitive to changes in key assumptions.
Deferred tax asset
The Group has a deferred tax asset
of £127.7m recognised at 30 June 2026
(FY25: £136.7m) primarily due to historical
losses. The year-on-year decrease in the
asset is driven by the tax impact of the
actuarial pension gains in the year, as
well as the utilisation of tax losses.
Due to the improved profitability of the
business, based on the Group’s forecasts
it is expected that the deferred tax asset
will be utilised over a period of
approximately five years.
A tax credit of £12.0m (FY25: £8.5m) has
been included within adjusting items.
Kier Group plc Annual Report and Accounts 2026
26
Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
Free cash flow and Net cash
30 June
2026
£m
30 June
2025
£m
Operating profit 118.7 113.7
Depreciation of owned assets 6.2 5.6
Depreciation of right-of-use assets 47.8 46.1
Amortisation 31.3 38.7
EBITDA 204.0 204.1
Adjusting items excluding adjusting amortisation and interest 32.1 23.8
Adjusted EBITDA 236.1 227.9
Working capital inflow 9.8 27.7
Net capital expenditure including finance lease capital payments (64.6) (64.9)
Joint Venture dividends less profits 9.1 5.4
Other free cash flow items 15.8 3.1
Operating free cash flow 206.2 199.2
Net interest and tax (41.2) (43.8)
Free cash flow 165.0 155.4
2026
£m
2025
£m
Net cash at 1 July 204.1 167.2
Free cash flow 165.0 155.4
Adjusting items (19.7) (17.8)
Net investment in Joint Ventures (22.0) (51.0)
Pension deficit payments and fees (5.9) (7.8)
Purchase of own shares – share buyback (22.3) (6.4)
Purchase of own shares – employee benefit trust (29.7) (9.7)
Dividends paid (34.1) (24.1)
Other (3.0) (1.7)
Net cash at 30 June 232.4 204.1
The Group generated a £165.0m free
cash inflow during the year (FY25: £155.4m),
driven by strong operating cash conversion
of 121%. The Group delivered a net cash
position of £232.4m at 30 June 2026
(FY25: £204.1m).
The Group reported average cash for the
year of £10.7m (FY25: net debt of £(49.2)m).
Through its cash flows the Group completed
its initial share buyback programme and
commenced a further buyback programme,
paid dividends, adjusting items, tax and
interest and pension deficit obligations,
and purchased existing Kier shares on
behalf of employees.
The purchase of existing shares relates
to the Group’s employee benefit trusts
which acquire Kier shares from the
market for use in settling the Long-Term
Incentive Plan (LTIP) and Sharesave share
schemes when they vest. The trusts
purchased and sold shares at a net
cost of £29.7m (FY25: £9.7m). A further
£22.3m (FY25: £6.4m) of shares were
purchased as part of the share
buyback programme.
Accounting policies
The Group’s annual consolidated financial
statements are prepared in accordance
with UK-adopted International Accounting
Standards and with the requirements of
the Companies Act 2006. There have been
no significant changes to the Group’s
accounting policies during the year.
Treasury facilities
At 30 June 2026, the Group had committed
debt facilities of £440m as well as access
to uncommitted short-term borrowing
facilities, such as overdrafts.
In October 2025 the Group refinanced
its Revolving Credit Facility (RCF). The new
£190m RCF replaces the previous £150m
facility and has been made available
to the Group for an initial committed
three-year term, with options to extend
for a further two years to October 2030.
With committed facilities now comprising
£250m of Senior Notes maturing in
February 2029 and an extended £190m
RCF, the Group has significant committed
funding to support its growth plans.
The Group’s remaining financial
instruments mainly comprise cash and
liquid investments. The Group selectively
enters into derivative transactions
(interest rate and currency swaps) to
manage interest rate and currency risks
arising from its sources of finance.
There are minor foreign currency risks
arising from the Group’s operations both
in the UK and through its limited number
of international activities. Currency exposure
to international assets is hedged through
inter-company balances and borrowings,
so that assets denominated in foreign
currencies are matched, as far as possible,
by liabilities. Where exposures to currency
fluctuations are identified, forward
exchange contracts are completed
to buy and sell foreign currency.
The Group does not enter into
speculative transactions.
Kier Group plc Annual Report and Accounts 2026
27
Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
Viability statement
The UK Corporate Governance Code
requires the Board to explain how it has
assessed the prospects of the Group, over
what period it has done so and why it
considers that period to be appropriate.
Assessment period
Consistent with the practice of previous
years, the Board has assessed the
prospects of the Group over a period
of three years from 30 June 2026, taking
account of its current position and the
potential impacts of the Group’s principal
risks and uncertainties (the PRUs) which
are set out in this Annual Report and
certain other risks referred to below.
The Board has identified a three-year
period as being a period over which it
believes it is able to forecast the Group’s
performance with reasonable certainty,
principally because:
• The Group’s internal forecasting covers
a three-year period;
• The tender process and delivery
programme for a number of the
Group’s projects can, together, take
a period of up to approximately three
years; and
• The visibility of the Group’s secured
work and bidding opportunities can
reasonably be assessed over a
three-year period.
Assessment process
The work required to support the
viability statement was undertaken by
management, with the following being
a summary of the key elements of the
assessment process:
• The model used as the basis of the
assessment included a number of key
assumptions (see ‘Key assumptions’)
and was subject to stress-testing
(see ‘Stress-testing’).
• The process considered the Group’s
current performance and future
prospects, strategy, the PRUs and
the mitigation of the PRUs.
The process included a review of certain
other risks relating to the Group’s trading,
the Group’s pensions, the availability of the
Group’s finance facilities, systemic margin
erosion, the execution of the Group’s
strategy, the supply chain, inflationary
impacts and certain project-specific risks.
Key assumptions
The key assumptions within the model used
to support the viability statement include:
• No material changes to Group
operations, including no material
acquisitions or disposals;
• The Group maintains its position as one
of the leading providers of construction
and infrastructure services to
Government and regulated entities;
• The Group operates within its financial
covenants under its principal debt
facilities during the review period;
• The Group’s facilities are repaid on their
respective maturity dates during the
review period; and
• The Group makes payments to the
pension schemes in line with the deficit
recovery plan.
Stress-testing
Management assessed the financial
impact of a number of severe but
plausible downside scenarios (both
individually and in combination) by
overlaying them against the three-year
business plan. These scenarios included:
• An adverse impact on the Group’s
forecasts, including a lower than
forecast volume, an erosion of forecast
margins and a reduction in the win rate
of any revenue which is to be obtained;
• A certain level of loss-making contracts
having an impact on the Group’s
reported profit and cash over the
review period; and
• The application of certain, additional
macroeconomic factors which may
impact the Group, including the
impacts of inflation and interest
rate risk.
Management also considered offsetting
proportionate and reasonable mitigating
actions that could be taken in such a
scenario. In addition, management
concluded that any adverse financial
impacts from changes to operations
regarding ESG initiatives would be offset
by opportunities which present the Group
with additional volumes and profits over
the period of assessment.
Going concern
The Directors are satisfied that
the Group has adequate resources
to meet its obligations as they
fall due for a period of at least
12 months from the date of approving
these financial statements and
remain covenant compliant.
For these reasons, they continue
to adopt the going concern basis
in preparing these financial
statements. Further information
on this assessment is detailed
in note 1 of the consolidated
financial statements.
Viability statement
Based on the work performed the
Board has a reasonable expectation
that the Group has adequate
resources to continue to operate
and to meet its liabilities as they
fall due across the three-year
review period.
Kier Group plc Annual Report and Accounts 2026
28
Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
We publish our payment performance
every six months under the Government’s
Duty to Report on Payment Practices and
Performance, providing transparency
over our payment practices and
progress. In addition, under Procurement
Policy Note (PPN) 018, suppliers bidding
for Government contracts above £5m
must demonstrate strong payment
performance, including paying at least
95% of invoices within 60 days.
Over the last three years, we have worked
closely with our supply chain partners,
particularly SMEs, to simplify payment
processes and reduce administration
challenges. Combined with system
improvements, colleague training and
enhanced ways of working, this has
helped improve the experience of
businesses working with Kier.
The results demonstrate sustained
progress. Since FY23, the proportion of
invoices paid within 60 days increased
by 10 percentage points to 95%. For SMEs,
where the target is payment within
30 days, performance has improved by
16 percentage points to 66%. Average
payment times in FY26 reduced to
32 days (from 34 days).
In December 2025, five Kier entities achieved
Bronze status under the Fair Payment
Code, recognising their ability to pay
more than 95% of invoices within 60 days
over two consecutive reporting periods.
We continue to focus on further
improvements, including reducing invoice
queries and increasing the proportion
of payments made within 30 days.
Sustained
progress in
prompt payment
Our supply chain partners play a critical role in
helping us deliver essential infrastructure across
the UK, and we recognise that fair and timely
payment is fundamental to building strong,
sustainable and mutually beneficial relationships.
Improvement since FY23
% of suppliers paid
within 60 days
95%
FY23: 85%
Average days
to pay
32
FY23: 34
% of SMEs paid within
30 days
66%
FY23: 50%
Kier Group plc Annual Report and Accounts 2026
29
Strategic reportOverview Corporate governance Financial statements Other information
“ For us, sustainability is a
mindset shared by our people
and embedded in how we
think, lead and deliver. From
supporting the UK’s transition to
a greener economy to creating
opportunities for our people and
communities, we recognise the
responsibility and opportunity
we have to make a positive
difference. I am proud of the
progress highlighted in this
report and the commitment our
teams continue to demonstrate
in building a sustainable future.”
Tracey Collins
Group Sustainability Director
ESG report
Building for a Sustainable World
Introduction
At Kier, we want to leave a positive legacy
for the environment, our communities
and our workforce, while supporting our
clients and aligning to their priorities.
We do this by addressing the environmental
and social challenges facing our
business and the communities where
we operate, and by delivering critical
and sustainable infrastructure at the
heart of UK communities.
As a national business, we bring the
advantage of our scale and expertise
to act locally, helping to build places,
engaging directly with communities
and delivering initiatives that align to
their needs.
In this report, we share our progress and
priorities across our sustainability
framework, focusing on the outcomes
achieved for our stakeholders as well as
the challenges we have faced.
Recognised for our ESG performance
Kier was awarded ESG Leader (Contractor) 2026 at the New Civil Engineer Awards
this year. The achievement recognises our work delivering positive environmental
and social outcomes and demonstrating how strategy translates to improved
ESG performance.
Total added social value
£422.6m
Green revenue as a % of Group revenue
69%
Discover
more online
Kier Group plc Annual Report and Accounts 2026
30
Strategic reportOverview Corporate governance Financial statements Other information
Sustainability report
ESG report continued
Our Building for a Sustainable
World framework
Our sustainability framework is
structured to deliver on our purpose:
to create lasting value through
essential infrastructure.
It is underpinned by a strong work culture,
safety and procurement strategies, and
an embedded approach to environmental,
social and governance (ESG) activities
that allow us to truly make a difference.
Strategic pillars
and objectives
Our People
Building a workforce
and supply chain for
the future
Our Places
Making a positive impact
in our local communities
Our Planet
Improving the
environment now and
for future generations
Topics
Developing our workforce
We will attract, retain and
develop a skilled and diverse
workforce enabled to deliver
our success.
Ethical labour
We will work to ensure fair and
equal treatment for our entire
workforce and value chain.
Investing in local communities
We will strengthen local
communities by prioritising
spend with local business and
social organisations.
Raising aspirations
We will work to support
under‑represented communities
to provide access to work,
development and opportunities.
Climate Action
We will reduce carbon emissions
and adapt operations and
infrastructure to climate change.
Nature restoration
We will work to protect
and enhance nature across
land and water.
Resource efficiency
We will optimise the use of
resources, including water, and
materials across our supply
chain and project lifecycle.
Measures
• % of apprentices and
people in training and
development programmes
• % within compliance of
our modern slavery
training programme
• % spend with SME and VCSEs
• Number of beneficiaries from
community or
educational outreach
• Tonnes of carbon emissions
(Scope 1, 2 and 3)/£m revenue
• Significant Environmental
Incident Rate
• Tonnes of waste/£m revenue
% Group revenue as added social value
% of revenue from projects with a net environmental benefit
How
Collaboration / Design / Innovation / Governance / Naturally Digital
Underpinning
strategies
Diversity & Inclusion / People / Health, Safety and Wellbeing / Procurement
Midpoint review
In FY26, we conducted a midpoint
review of our Building for a Sustainable
World framework and double
materiality assessment (DMA) to
ensure their priorities and goals
remain relevant to our business
and the evolving ESG landscape.
The minor changes were reviewed
across business leadership and
approved by our Executive Committee
and Board ESG Committee. Our
review process and methodology
are available in the DMA online. The
updated framework and DMA build
upon our approach as we work
towards our FY28 strategic
sustainability and ESG goals.
Discover
more online
Kier Group plc Annual Report and Accounts 2026
31
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Our
Places
Making a positive
impact in our
local communities
We invest in and partner with local
communities, collaborate with clients
and our supply chain and work to leave
a positive, lasting legacy in the places
in which we operate.
As part of this, we encourage each of our
employees to take two paid volunteering
days per year.
Investing in local communities
As a national business, we share best
practice across a wide network and
work locally to get to know and invest
in our local communities. Our social
impact teams work with projects and
communities directly to identify initiatives
which will have the biggest benefit and
largest impact in the places where
we work.
We do this by:
• Using local goods, labour and services
including small and medium
enterprises (SMEs) and voluntary,
community and social
enterprises (VCSEs)
• Prioritising disadvantaged communities
local to our operations
• Engaging with local communities,
businesses and charities, providing
education, employment and
collaboration opportunities to provide
support that addresses local needs
• Delivering functional green spaces,
supporting nature, adapting to climate
change and putting wellbeing in the
hearts of local communities
Not only is this the right thing to do, it’s key
to our commitment to the Considerate
Constructors Scheme (CCS), and part
of our role as a strategic supplier to the
UK Government.
In FY26, 41 (FY25: 49) of our projects received
recognition in the CCS National Site Awards,
and our average score through monitor
visits was 44 (FY25: 43). As part of how we
nurture community relations, we provide an
openly accessible helpline for all projects
allowing the public to raise concerns, as
well as providing dedicated stakeholder
liaisons to maintain dialogue.
We are committed to leveraging local
expertise and services to deliver on our
projects. With generally more than 400
live projects at any one time, working with
SMEs and VCSEs is one of our primary
opportunities to invest in the communities
where we work. In FY26, 53% of our
subcontracted spend was made with
SMEs, including VCSEs, which supports
growth in local economies.
Sustainability report: Our Places
Community engagement
in action at Thorpe Hesley
Kier was appointed by the Mining
Remediation Authority to deliver a major
sustainable mine water treatment scheme
at Thorpe Hesley, Rotherham, protecting
drinking water, the environment and
creating a positive local legacy.
Social value was embedded from the outset
to leave a positive legacy. From involvement
in the church fair, to sponsoring the local
dog show, and helping the local church
enhance its car park, we worked directly
with the community to understand what
it needed and how we could support it.
At Redscope Primary School, we engaged
with students about our work and career
opportunities within the construction sector.
Beyond the build: raising funds
for communities
The Kier Foundation is our own
independently registered charity. Since
2012, the Foundation has facilitated
employee engagement with Kier’s chosen
charity partner through Company‑wide
fundraising activities, including our
annual Moving through May campaign.
Our charity partner for FY26 – FY28 is
Action for Children. In FY26, we raised
£209,239, supporting work helping
vulnerable children and young people
within local communities get the
practical help they urgently need.
Beyond our charity partner, the Foundation
offers support to many UK charities
throughout the year, providing matched
funding to our colleagues’ chosen charities.
Refurbishing Cedars Nursery
We supported Action for Children by
refurbishing Cedars Nursery in Exeter. Working
in collaboration with our supply chain partners,
Aeris and TS&B, we delivered a comprehensive
upgrade to revitalise the environment.
Spend with SMEs and VCSEs
c.£1.2bn
FY25: £1.5bn
Volunteering days
1,524
Kier Group plc Annual Report and Accounts 2026
32
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Sustainability report: Our Places continued
Our impact in FY26
18,553
beneficiaries of educational
or community outreach
9,361
days of work
experience delivered
832
young people employed
through our emerging
talent programmes
Youth Guarantee
commitment
We are committed to supporting at
least 2,000 young people over the next
three years through the Government’s
Youth Guarantee, which aims to reduce
the number of young people not in
education, employment or training
(NEET), supporting this Government
priority area.
Our support will include engagement
via Kierriculum,
our award‑winning
education outreach programme.
School engagement
Kierriculum: Delivering employability
skills, work experience, skills bootcamps
and job shadowing.
STEM Ambassador Network: Bridging
STEM subjects with real‑world exposure
to a career in construction.
Open Doors Week: Annual programme
of site visits showcasing the range of
careers available in our industry.
T Levels: Working with local colleges
and delivery partners to provide work
experience that delivers technical skills.
Building Brighter Futures
In FY26, we launched a six‑week
programme for care‑experienced
young people in Norfolk with Norfolk
County Council, Norfolk Virtual School
and Your Own Place, preparing
participants for employment, training
or further study.
Support includes mentoring,
workplace experience, priority access
to apprenticeships, employability
workshops and life skills training.
Enabling social mobility
In line with Social Mobility Commission
guidance, we are collating employee
data to establish a socio‑economic
diversity baseline and set
meaningful targets.
We are focusing on schemes that
support people from disadvantaged
backgrounds into employment and
career development. We regularly
communicate our initiatives to raise
awareness of social mobility topics.
Making Ground
Making Ground is our flagship
positive action programme, providing
employability training and employment
opportunities to people with
convictions, either during or following
the completion of their sentence.
In FY26, we launched Tools for
Tomorrow, a pioneering mentoring
programme for women at HMP
Bronzefield, aligned with our Working
Chance partnership and focus on
under‑represented groups.
Raising aspirations
We believe that each of us
should have the opportunity to
be successful, no matter where
we make our start in life, or what
happens along the way. It’s part
of our commitment to leave a
positive legacy in the places
where we work and one of the
ways in which we demonstrate
social value in our UK Government
contracts. In FY26, we have
launched or continued several
initiatives supporting this goal.
These initiatives raise aspirations,
helping local people develop
new skills and, in particular,
ensuring there are opportunities
for young people to enter
placements, employment
and apprenticeships.
Kier’s Building Brighter Futures
initiative in Norfolk, supporting
care‑experienced young people
into employment, training and
further education
Discover
more online
Kier Group plc Annual Report and Accounts 2026
33
Strategic reportOverview Corporate governance Financial statements Other information
Sustainability report: Our People
ESG report continued
Our
People
Building a workforce
and supply chain for
the future
Our people are at the heart of delivering
sustainable infrastructure that supports
communities across the UK and enables
us to achieve our strategic ambitions.
Building a workforce that is fit for the
future requires us to attract, develop and
retain talented individuals with the skills
and capabilities needed to succeed. We
are committed to creating meaningful
career pathways that provide local
people and emerging talent with
opportunities to build rewarding and
long‑term careers.
Safety remains a fundamental priority
across Kier and is essential to maintaining
our licence to operate. We are committed
to fostering a safe, fair and inclusive
workplace, free from exploitation, where
our colleagues and supply chain partners
are valued, supported and empowered
to contribute, develop and thrive.
Our employee engagement survey, Your
Voice, is a key measure in understanding
and improving our workplace culture
based on employee feedback. In FY26, we
achieved an employee engagement index
of 82% (FY25: 80.5%) This year‑on‑year
increase demonstrates the impact of our
culture programme and recognition of the
steps we’ve taken to implement feedback,
demonstrating our commitment to listen
and act. We communicate our actions from
the surveys to employees on our ‘You said,
we did’ Your Kier page.
We foster belonging and a supportive
workplace where colleagues can thrive,
with rewards and benefits helping make
Kier an employer of choice. Read more
about the benefits we provide to our
people and our Remuneration Policy
on pages 108‑117.
Kier Cares: health, safety
and wellbeing
Safety is our foremost priority and
fundamental to our licence to operate.
We create a safe, collaborative and
high‑performing culture, with health,
safety and wellbeing at the core.
In FY26, we launched our new health, safety
and wellbeing (HSW) strategy. This sets out
our objectives from 2025 to 2028 prioritising
risk management, safety culture, wellbeing
and mental health. It focuses on a proactive
approach to health and wellbeing and
simplifying our safety processes.
Underpinning the HSW strategy, we have
launched Kier Cares, with a core principle
that we create safe, healthy and supportive
workplaces for our people.
Safety performance
Accident Incident Rate (AIR)
101
FY25: 115
All Accident Incident Rate (AAIR)
269
FY25: 343
RIDDOR incidents
27
FY25: 32
Lost Time Incident Frequency Rate (LTIFR)
0.120
FY25: 0.155
Our five safety priorities
We are prioritising five key areas to
strengthen health, safety and wellbeing
performance across the business:
1
Building supervisor
capability through
consistent training,
assessment and
digital tools.
2
Embedding learning,
leadership and continuous
improvement through
The Kier Way.
3
Simplifying and digitalising
our HSW systems to
enhance accessibility
and usability.
4
Building safer outcomes
through design and
collaboration to prevent,
eliminate and reduce risk.
5
Predictive analytics and
AI – using data and AI
to identify trends and
proactively manage risk.
TKJV employees at Lambeth Bridge
Kier Group plc Annual Report and Accounts 2026
34
Strategic reportOverview Corporate governance Financial statements Other information
Sustainability report: Our People continued
ESG report continued
Our FY26 safety performance reflects our
effective processes and risk management
across the business. Our performance
across key indicators has improved year
on year: our 12‑month rolling AIR fell by
12%, our LTIFR reduced by 23% and our
AAIR improved by 22%.
Embedding a proactive safety culture
In FY26, we launched visual standards in
Kier Infrastructure following the successful
FY25 roll out in Construction. Developed
with colleagues across the business,
they use simple images and consistent
messaging to clarify expectations, support
safer working and simplify our Integrated
Management System. They also link to key
hazards and procedures to bring them
to life.
Our annual Group‑wide Safety Climate
Tool survey identified colleagues’
perceptions of health and safety and key
priorities. Its insights have strengthened
our HSW strategy as we progress towards
proactive performance.
We also launched a new e‑learning
offering via iHASCO in FY26. This provides
easy to use, high‑quality, accredited
courses, including tailored occupational
health awareness.
Our policies and processes formalise our
health, safety and wellbeing commitments.
The Integrated Management System
(IMS) sets out the processes and
information needed to work safely and
meet legal obligations. The IMS also
includes our environmental management
system and is certified to ISO 9001, ISO
14001 and ISO 45001. 100% of projects
where Kier is principal contractor operate
within SHEMS and these certifications.
Kier Cares
Health and wellbeing are core to our
Kier Cares programme, focusing on
a proactive approach.
Employee health and wellbeing reflect the
effectiveness of our safety governance and
culture. Overseen by our Health, Safety and
Wellbeing team, including Occupational
Health, our holistic approach links physical
and mental health and engagement to
safety performance and risk management.
We are a corporate supporter of The
Lighthouse Club charity, which provides
access to mental health and wellbeing
services to our employees and supply chain,
including contingent and agency workers.
Across Kier, we have a network of 1,000
wellbeing champions and mental health
first aiders who promote support for
mental and physical health, finances
Mental Health JCOP in action
Our approach to the Mental Health Joint
Code of Practice (JCOP) is to take a
prevention‑led, system‑based approach
that identifies and reduces the root causes
of poor mental health across project
delivery, working collaboratively with clients,
partners and the supply chain to create
healthier working environments and better
wellbeing outcomes.
and family matters. In FY26, we launched
quarterly meetings and briefings to
support engagement, highlight available
resources and share best practice linked
to Kier Cares and our wellbeing calendar.
Over 130 line managers received Respond
mental health awareness training and
over 330 people completed mental
health first aider training in FY26.
Our Employee Assistance Programme
provides colleagues and their dependants
with confidential, 24/7 health and
wellbeing support, including signposting
to Kier’s financial wellbeing services.
Ensuring robust safety governance
Health, safety and wellbeing directly
impacts our operations. These aspects are
overseen by the Board and ESG Committee.
Emerging risks, uncertainties, trends and
opportunities are reviewed quarterly by the
Board and regularly by executive, senior
and operational management.
Read more about our ESG oversight on
pages 82–84
For the eighth year in a row, we
have been awarded an International
Safety Award by the British Safety
Council for our commitment to
keeping our workplaces safe and
our colleagues healthy.
Free, confidential support for colleagues
and their families on mental health,
wellbeing and life’s challenges, 24/7
Discover
more online
Kier Group plc Annual Report and Accounts 2026
35
Strategic reportOverview Corporate governance Financial statements Other information
Sustainability report: Our People continued
ESG report continued
Building an inclusive and
diverse workforce
Kier is built by diverse, motivated and
highly trained teams. Our Diversity and
Inclusion roadmap, updated in FY26, lays
out our plans to ensure every colleague
feels valued for their contribution to Kier’s
success, sustainable growth and the
delivery of our long‑term strategy and
shareholder returns.
In FY26, we assessed our inclusion rate
from our employee engagement survey,
Your Voice, for the first time. 82% of
respondents felt that Kier is inclusive
to all regardless of difference.
Inclusion rate
82%
Talent without barriers
Building a diverse workforce is a strategic
opportunity to advance our culture,
sustainability, social impact and mobility.
We recruit our people based on individual
merit, as measured against the criteria
for the job, in a fair and inclusive manner,
with the intention of finding the best
candidate and ensuring we are actively
removing barriers and disadvantage
from our process.
To achieve this goal, we focus on:
• Inclusive recruitment focusing on
targeted training for recruitment, hiring,
and line managers to encourage
diversity at every stage of the hiring
process and combat unconscious bias. In
FY26, 712 managers received this training.
• Positive action programmes attracting
diverse groups facing employment
barriers, offering the chance of a
successful career and highlighting
the perspectives, skills and experience
they bring.
Gender and ethnic diversity
1
Male 62.5%
FY25: 67%
Female 37.5%
FY25: 33%
Board – Gender
2
Male 73%
FY25: 74%
Female 27%
FY25: 26%
All employees – Gender
Male 52%
FY25: 54%
Female 48%
FY25: 46%
Senior managers – Gender
3
White 73%
FY25: 74%
Ethnic minority 20%
FY25: 18%
Not stated 7%
FY25: 8%
All employees – Ethnicity
1. Kier employees only as of 30 June 2026. Excludes contingent workers.
2. See page 81 for details on Board sex/gender representation.
3. Senior managers include the Executive Committee and their direct reports.
For the second year running, we topped the FTSE Women Leaders Review for the
construction and materials sector, recognising the good gender balance and diversity
on our Boards and in our leadership teams. Across all FTSE 250 businesses, we ranked
16th (FY25: 23rd), demonstrating Kier’s commitment to driving progress in this area.
Driving greater diversity in Leadership
To support our ambition of being a high‑performing and diverse business, we have
introduced a new diversity measure into the Long‑Term Incentive Plan from FY27,
focused on increasing female representation in senior leadership roles. Further
detail on the operation and performance conditions of the LTIP is provided in the
Remuneration report.
Kier 2026 Emerging Talent Conference
Discover
more online
Kier Group plc Annual Report and Accounts 2026
36
Strategic reportOverview Corporate governance Financial statements Other information
Sustainability report: Our People continued
ESG report continued
Armed Forces recruitment
Through our Armed Forces recruitment
programme, we support military
communities to find sustainable
employment opportunities, focusing
on veterans and service leavers entering
the civilian job market. Through the
programme, we highlight the valuable
skills injected into our business. In FY26,
we offered employment to 75 veterans
and 6 reservists (FY25: 94 and
11 respectively).
Advocating for inclusive,
agile workplaces
We advocate for agile and flexible working
styles and have policies to support our
people to work in a way that suits them.
Our policies provide flexibility through
major changes to family life and caring
commitments, and these are critical to
our ability to attract and retain a diverse,
motivated workforce, as well as support
enhanced wellbeing for our colleagues.
Kier is a proud family‑friendly employer,
offering 26 weeks’ maternity leave and
eight weeks’ paternity leave, at full pay
to all eligible employees. This is just one
of the ways we support our people to
belong, contribute and thrive at work,
and in their home and family life.
Employee networks
Our employee networks connect our
diverse, geographically dispersed
workforce. With over 1,700 members
across the business, they give colleagues
a voice and help make Kier more
inclusive. Each network is open to all Kier
colleagues and sponsored by a senior
leader to ensure that the outcomes from
the networks’ activities are reflected in
Kier’s broader approach.
Our networks include Kier Inclusion
Network, Pride, Gender Alliance Inclusion
Network (GAIN), Working Families
Community, Kier Inclusion for
Neurodiversity and Disability (KiND),
Armed Forces Network, One World,
Racial Inclusion Network (RacIN).
Championing gender and
ethnic diversity
We use our workforce‑wide gender
and ethnicity figures as a key measure
for the effectiveness of our Diversity and
Inclusion roadmap. On page 36,
we disclose our FY26 gender and ethnic
diversity at Board, senior management
and Company‑wide levels.
Recognising and supporting
progress on diversity and inclusion
Clear Assured Bronze
Clear Assured is a globally
recognised inclusion standard,
providing a rigorous exploration
of an organisation’s diversity,
equity and inclusion practices
and policies. In FY26, we achieved
bronze accreditation with Clear
Assurance within our first 12 months
of the partnership. This achievement
demonstrates our progress in our
workplace culture and diversity,
equity and inclusion practices
against a proven roadmap.
We are currently working towards
Silver accreditation.
Leading in disability confidence
As a Business Disability Forum member,
we are committed to disability inclusion.
Following third‑party assessment in FY25,
we achieved Disability Confident Leader
status – the highest level under the UK
Government scheme – reflecting our
commitment to support disabled people
in the workplace and transparently report
on disability, mental health and wellbeing.
We work with our occupational health
department to remove workplace
barriers, making appropriate adjustments
to roles, premises, workstations and
providing appropriate equipment to
our colleagues where required.
Times and BITC Gender Equality
Top 50
In FY26, we were delighted to be
featured in the BITC and Sunday Times
Top 50 Employers for Gender Diversity.
This achievement recognises our
commitment to create an inclusive
workplace where
everyone, regardless
of gender, can thrive
and our efforts and
achievements in
doing so.
The Future You Build:
Kier Emerging Talent
Conference 2026
Kier Commando Challenge
at the Commando Training
Centre for Royal Marines
Go online to read
more about our
inclusion networks
Kier Group plc Annual Report and Accounts 2026
37
Strategic reportOverview Corporate governance Financial statements Other information
5% Club:
Platinum member
The 5% Club is an
employer collective
committed to
offering training
and development
opportunities to its
workforce. We hold
‘Platinum’ status, meaning that, for
three or more consecutive years,
more than 10% of our workforce has
been on earn and learn programmes,
such as apprenticeships or graduate
programmes. We are proud of
this accolade, which highlights
our ongoing commitment to
future talent.
Sustainability report: Our People continued
ESG report continued
Developing our workforce
People in formal training and
development programmes
10.9%
1
FY25: 11.3%
1. Percentage of Kier’s workforce in formal
development programmes, i.e. an accredited
course of more than one year in duration.
It includes apprentices and excludes Kier’s
wider learning and development offering.
Apprentices in Kier’s workforce
574
FY25: 590
At Kier, developing our people is central
to how we deliver our strategy and build
our workforce. From embracing digital
upskilling and opportunities through
Naturally Digital, to leadership development
and supporting professional memberships,
we want to provide professional
development that attracts, retrains and
demonstrates talent and is ready for the
future. Kier Learn & Perform – our online
learning and performance platform –
sits at the heart of this, embedding our
high‑performance culture.
Through structured conversations at the
start, mid‑point and end of the financial
year, colleagues set and review clear,
timebound objectives aligned to our
strategic priorities. 97% of in‑scope
employees completed their end‑of‑year
FY26 performance reviews.
Skills for the future
We empower our employees to reach their
full potential by providing professional
development programmes, opportunities
to work on significant projects at the
forefront of our industry, and mobility
within our organisation to broaden
their expertise.
Delivered with the Chartered Management
Institute and UK universities, our leadership
and management development
programmes combine practical learning
and recognised qualifications for
colleagues at every leadership stage.
As a CMI‑accredited centre, we offer
industry‑recognised development that
strengthens individual progression and
organisational capability. In FY26, 398
employees enrolled and 354 employees
completed one of these programmes.
We actively support colleagues to work
towards professional accreditation and
membership in more than 77 professional
bodies relating to our business, recognising
that this benefits both the individual and
the business. We also offer financial
recognition for those achieving chartered,
incorporated or fellow status for the
first time.
Our focus on capability is linked to our
commitment to quality. Our CEO supported
the Take Pride in Quality campaign to
strengthen our competence, compliance
and leadership across the business. In
our Construction business, we developed
in‑house Building Safety Regime training
covering the Building Safety Act and
Building Regulations, with 874 employees
trained in FY26. Kier Infrastructure has
undertaken Get It Right Initiative (GIRI)
training with over 1,360 employees
since launch.
National Apprenticeship Week 2026
Apprenticeship employer:
Top 100
In FY26, we were recognised
among the top 100 apprenticeship
employers by the Department for
Education, Higherin and the Sunday
Times. This is a testament not only
to the support that we offer to
apprentices, but also to the culture
of respect and inclusion which we
are working hard to nurture.
We invest in development and emerging
talent, including apprenticeship and
graduate schemes led by our Emerging
Talent team, and support our supply chain
to do the same. This work supports our
efforts in leaving a lasting positive legacy in
the communities in which we operate and
supports our social value commitments.
Earn and Learn opportunities, such
as apprenticeships and graduate
programmes, are an opportunity to
develop professionally and academically,
simultaneously. These opportunities are
available to all Kier colleagues as well as
school leavers. With 91 future graduates
on industrial placements, 167 university
leavers on our graduate programme, and
574 apprentices in our workforce at year
end, we are proud to be developing highly
capable future talent to sustain our industry.
Kier Group plc Annual Report and Accounts 2026
38
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Ethical labour
As a major construction and
infrastructure company operating across
the UK, our supply chain is extensive and
complex, increasing the risk of labour
exploitation and modern slavery within
our operations and wider supply chain.
We are committed to respecting human
rights and ensuring everyone working on
our behalf is treated fairly, works safely
and is paid appropriately.
As a strategic supplier to the UK
Government, we support the objectives
of PPN 02/23 in tackling modern slavery
within public sector supply chains. We
expect our employees, contractors and
suppliers to work safely, ethically and
responsibly, in line with the law, our Code
of Conduct and our Ethical Labour Policy.
We encourage anyone working for, or with
Kier, to report concerns relating to labour
exploitation or modern slavery through
our confidential reporting channels.
Our ethical labour approach
Our Building for a Sustainable World
ethical labour strategy sets out how we
identify, prevent and address labour
exploitation risks across our operations
and supply chain. Underpinned by our
Real Living Wage commitment
1
and
specialist NGO guidance, we are
embedding this through due diligence
and collaboration with our people,
suppliers and industry partners.
1. The UK Real Living Wage is the UK wage
rate that meets the costs of living in the UK:
www.livingwage.org.uk/what‑real‑living‑wage.
Sustainability report: Our People continued
We are committed to equipping our
employees and supply chain with the
knowledge to recognise, prevent and
respond to labour exploitation and
modern slavery. All Kier employees
are required to complete mandatory
modern slavery awareness training on
joining the business and every two years
thereafter. During FY26, we began rolling
out enhanced modern slavery awareness
training for supervisors, helping those
managing workers on site to identify
indicators of exploitation, respond
appropriately and escalate concerns.
As a founding member of the Supply
Chain Sustainability School (SCSS) and
an active participant in the School’s Built
Environment Against Slavery Group (BEAS),
we collaborate across the industry to
develop guidance, training and resources
that strengthen the sector’s collective
response to these risks.
Sustainable Procurement
Our Procurement, Sustainability and
Compliance teams collaborate to
manage supply‑chain impacts across
our Building for a Sustainable World
framework topics.
Kier’s Group procurement function
is verified to ISO 20400 and holds the
CIPS Corporate Ethics Kitemark.
As a founding member of the Supply
Chain Sustainability School, we provide
free sustainability and procurement
resources to colleagues and suppliers
and encourage supplier membership.
Key FY26 achievements included:
• Launching our Sustainable Procurement
Policy, Supplier Code of Conduct and
Ethical Labour Policy
• Completing detailed sustainability risk
heat mapping to inform PQQ and ITT
questions, contract KPIs and opportunities
• Rolling out free modern slavery training
to key suppliers through the SCSS. Our
target is 70% completion. We are on
track to achieve this by the end of next
year with current compliance at 66%
Supply chain engagement
– working brilliantly together
Go online to
discover more
about our policies
Go online to read about our
procurement resources
Percentage of staff within compliance
of our modern slavery training
programme in FY26
95.5%
FY25: 92.3%
Kier Group plc Annual Report and Accounts 2026
39
Strategic reportOverview Corporate governance Financial statements Other information
Our
Planet
Improving the
environment now and
for future generations
Delivering environmental
outcomes that support
sustainable growth
Kier’s environmental strategy is focused
on delivering measurable outcomes
that support long‑term value creation. We
prioritise climate action, nature restoration
and resource efficiency – areas identified
as financially and operationally material
within our double materiality assessment.
Sustainability report: Our Planet
Scope 1 reduction since
FY19 baseline 80.4%
Scope 2 reduction since
FY19 baseline 87.9%
Scope 3 reduction since
FY22 baseline 33.2%
ESG report continued
Go online to read
more about our
green revenue
Discover
more online
Climate action
Accelerating decarbonisation
We continue to make strong progress
against our Science Based Targets
(SBTi), with:
• 80.8% reduction in Scope 1 and 2
emissions since FY19
• 33.2% reduction in Scope 3
emissions since FY22
This year we have achieved a further
34.0% reduction in Scope 1 and 2 emissions.
The majority of in‑year operational
decarbonisation has been driven by the
expanded use of hydrotreated vegetable
oil (HVO), replacing diesel, across our
sites and operations.
94.1% of Kier operational emissions
are from fleet and plant fuel consumption.
The use of HVO has helped reduce
fossil fuel use and deliver immediate
emissions reduction.
While this is a considerable achievement,
we also recognise it introduces a strategic
dependency on global biofuel supply
chains, which are subject to price volatility,
geopolitical risk and sustainability
assurance considerations. We are actively
managing this by:
• Adopting rigorous sourcing standards
and supply chain certification
• Monitoring cost exposure linked to
energy markets and supply constraints
• Accelerating electrification of our fleet
and plant, reducing long‑term reliance
on transitional fuels such as HVO
This balanced approach supports near‑term
delivery of our targets while maintaining
resilience to future cost and supply risks.
Improving Scope 3 data and
accelerating supply chain action
Purchased goods and services (Scope 3)
remains our largest emissions source
(85.0%) and a critical focus area for both
risk management and value creation.
In FY26, we made a step change in data
quality and actionability by implementing
our emission hierarchy with strategic and
preferred suppliers.
This has significantly improved our data
accuracy and enables:
• Targeted engagement with
high‑impact suppliers
• Better‑informed procurement and
design decisions
• Accelerated and more credible
decarbonisation across our value chain
The transition reflects our broader shift
from measurement to active carbon
management, strengthening both delivery
credibility and investor confidence.
Our approach and supplier engagement
have helped reduce our FY26 Scope 3
emissions by 5.3% compared to FY25.
Climate recognition
Kier’s climate leadership
continues to be recognised
through leading
independent benchmarks.
During FY26, we achieved
our first A rating in CDP’s Climate Change
Assessment, with an additional A rating
in Supplier Engagement Assessment,
recognising both our operational
decarbonisation progress and our work
to engage suppliers on climate action.
We were also ranked first in the
Construction & Building Materials sector
in the Financial Times Europe’s Climate
Leaders 2026 listing, ranking as the third
highest‑ranked UK company and
thirteenth overall in Europe, providing
external validation of our continued
progress in reducing emissions and
delivering our climate strategy.
In FY26, 69.0% of Group revenue was derived
from projects delivering a net environmental
benefit, as assessed under the London
Stock Exchange’s Green Economy Mark
methodology. This represents an increase
of 16.0 percentage points since FY22 and
demonstrates the growing alignment between
sustainability and commercial performance.
Kier Group plc Annual Report and Accounts 2026
40
Strategic reportOverview Corporate governance Financial statements Other information
Toddbrook Reservoir
This project demonstrates how climate
adaptation is driving demand for more
resilient infrastructure. The scheme
is designed to withstand a 1 in 10,000
year flood event, reflecting increasing
climate risk and the need for more robust,
future‑ready assets.
By investing in enhanced resilience measures
at Toddbrook Reservoir, the scheme is helping
to safeguard communities, protect critical
infrastructure and ensure essential services
remain reliable in a changing climate. It
demonstrates the vital role infrastructure
renewal and adaptation will play in reducing
climate‑related risks and strengthening
long‑term resilience across the UK.
Nature restoration
Delivering the infrastructure needed to support
climate adaptation often means working
in some of the UK’s most environmentally
sensitive locations. Kier’s technical expertise,
environmental stewardship and collaborative
approach enable it to balance the needs
of critical infrastructure, biodiversity and
local communities, ensuring projects are
delivered responsibly while creating lasting
environmental and social value.
The Bridgwater Tidal Barrier is a strong
example of this approach in practice. As
part of a major flood resilience programme
protecting thousands of homes and
businesses, Kier has delivered targeted habitat
enhancement and species translocation
measures to safeguard water voles, one
of the UK’s fastest declining mammals.
By creating new habitats and successfully
relocating populations ahead of construction,
the project demonstrates how carefully
planned infrastructure can not only mitigate
environmental impacts but leave habitats
and species in a stronger position than before.
Sustainability report: Our Planet continued
ESG report continued
1. FY25 SEIR has been restated from 54 to 47 as a result of revised employee and
subcontractor headcount data. The number of recorded incidents is unchanged.
Go online
to read
the full story
Climate as a driver of growth
and resilience
Climate change presents a material
opportunity for Kier, particularly through
increasing demand for low‑carbon and
climate‑resilient infrastructure. Demand is
growing across key markets, including flood
defence, water infrastructure, transport
resilience and low‑carbon buildings.
This is reflected in our assessment for
the London Stock Exchange’s Green
Economy Mark, with 48.9% of our revenue
associated with activities that contribute
to climate change adaptation, highlighting
the significant opportunities to grow our
business through projects which support
people, places and planet.
We are also supporting the development
of guidance from the UK Transition
Finance Council, helping to road‑test its
voluntary guidelines, including assessing
emerging criteria against our disclosures
to support the flow of credible investment
into high‑emitting sectors.
We are actively supporting the UK’s
transition by:
• Delivering infrastructure resilient to
physical climate risks
• Supporting clients with decarbonisation
and adaptation strategies
• Expanding our capability in sustainable
design and climate risk assessment
Nature restoration
Strengthening environmental
performance and control
Our approach to nature is increasingly
integrated with climate, reflecting their
interdependence and shared risk profile.
Our adoption of the Taskforce on
Nature‑related Financial Disclosures
(TNFD) supports improved identification
and management of nature‑related risks
and dependencies.
Our Climate & Nature Report reflects this
close relationship, recognising that for
sectors such as construction, where
interactions with land, ecosystems and
natural resources are significant, long‑term
business resilience depends on progress
across both climate and nature.
Nature‑related considerations are
therefore integrated into our transition
planning alongside climate action.
In FY26, we delivered an 84.1% year‑on‑year
reduction in our Significant Environmental
Incident Rate (SEIR)
1
, reflecting a
step‑change improvement in operational
performance and increased focus at
site level.
This improvement is driven by the
maturity of our environmental
management approach, including:
• Consistent application of our ISO
14001‑certified management system
• Strengthened operational controls
and assurance processes
• Increased environmental capability
within project teams
Kier Group plc Annual Report and Accounts 2026
41
Strategic reportOverview Corporate governance Financial statements Other information
Resource efficiency in action
Delivering major infrastructure responsibly
means maximising value from resources while
minimising environmental impact. For United
Utilities, at Blackburn Wastewater Treatment
Works, Kier’s technical expertise and collaborative
approach enabled 194,000 tonnes of demolition
materials to be safely treated and reused on site,
avoiding carbon emissions of c.1700 tonnes.
The project demonstrates how circular economy
principles can reduce waste, carbon emissions
and transport impacts while delivering
cost‑effective, sustainable outcomes for
customers, communities and the environment.
ESG report continued
Sustainability report: Our Planet continued
Discover
more online
Discover
more online
Building capability through
accredited training
A key driver of improved performance has
been investment in workforce capacity
and capability:
• 178 sustainability professionals
support responsible operations across
Kier, providing environmental expertise,
assurance and compliance oversight
• 542 operational staff trained in FY26
through Institute of Sustainability and
Environmental Professionals (ISEP)
approved environmental programmes
delivered by our sustainability teams
This approach embeds environmental
expertise at site level, improving risk
management, decision‑making and
compliance across our operations, and
is reflected in the significant reduction in
environmental incidents during the year.
Positioning for
nature-related opportunity
As regulatory and investor focus on
biodiversity and natural capital increases,
we are strengthening our capability to
support our clients in meeting emerging
nature‑related and climate resilience
requirements, integrating biodiversity,
water and climate adaptation into design
and delivery. With our sustainable design
and consulting teams working this year to
expand our carbon design approach to
include nature and climate adaptation
for all design works over £100,000.
This creates opportunities to embed
biodiversity, water stewardship and climate
resilience into project design and delivery,
supporting clients to meet evolving
regulatory requirements while delivering
positive nature and community outcomes.
Resource efficiency
Driving cost control and
resource resilience
Resource efficiency is a key operational
and commercial priority for Kier,
supporting both cost management
and environmental performance. Our
approach focuses on reducing material
use, improving productivity through
innovation and strengthening control
over increasingly constrained and volatile
resource markets.
Our primary measure is construction
waste intensity (tonnes per £m revenue),
with FY26 performance of 9.5 tonnes per
£m revenue, reducing 18.5% from FY25.
During FY26, we reset this metric to
focus on construction waste, aligning
to BREEAM and supporting comparability
of our performance.
From waste management to
resource optimisation
Our strategy has evolved beyond waste
management to a broader focus on
resource optimisation across materials,
water and energy.
This transition is supported by
strengthened procurement controls and
supply chain practices. During FY26 we
strengthened our approach through:
• Heat mapping of key resource risks
and opportunities
• Enhanced control standards for priority
materials such as fuels, timber, soils
and aggregates
• Integration of sustainability
requirements into supplier contracts
These measures improve consistency
across projects and reduce exposure to
supply chain cost and compliance risks.
Expanding focus on water
As part of our mid‑point sustainability
strategy review, water was identified as
an increasing strategic priority, relating
to both operational consumption and
climate‑related risks such as water
scarcity and extreme rainfall.
Our focus this year has been to improve
visibility of water use, transitioning to a
national preferred supplier, and building
water management into project design,
strengthening our ability to manage both
cost and operational risk, particularly in
climate‑sensitive sectors.
This is recognised in our CDP water security
score of A‑ and water consumption per
£m revenue reducing by 13.7% to 18.8m
3
per £m revenue.
Positioning for future
efficiency gains
Looking ahead, we are prioritising areas
with the greatest potential to improve
efficiency and reduce cost. This involves
moving beyond a focus on waste, initially
including enhanced data capture for
concrete and steel, expansion of digital
‘resource management’ tools, and
increased use of recycled and reused
materials across projects.
These initiatives will support continued
reduction in waste intensity while improving
productivity and reducing reliance on
constrained resources, reinforcing resource
efficiency as a key driver of operational
performance and long‑term value.
Kier Group plc Annual Report and Accounts 2026
42
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Sustainability report: Our Planet continued
Energy and carbon reporting
Global UK
Year ending
31 March 2026
Year ending
31 March 2025
Year ending
31 March 2024
Year ending
31 March 2022
Year ending
31 March 2019
Year ending
31 March 2026
Year ending
31 March 2025
Year ending
31 March 2024
Year ending
31 March 2022
Year ending
31 March 2019
Absolute emissions
Scope 1 tCO
2
e 17,571 26,873 28,853 38,643 89,490 17,571 26,862 28,675 36,113 77,468
Scope 2 (market based) tCO
2
e 723 860 115 324 5,970 723 860 106 298 5,934
Scope 2 (location based) tCO
2
e 1,915 2,266 2,521 4,589 7,170 1,915 2,266 2,512 4,543 7,132
Scope 1 and 2
(market based) tCO
2
e 18,294 27,733 28,968 38,967 95,460 18,294 27,722 28,781 36,411 83,402
Scope 3 tCO
2
e 648,399 684,479 787,008 971,314 — 648,399 684,476 786,959 970,680 —
Scope 1, 2
(market based) and 3 tCO
2
e 666,693 712,212 815,976 1,010,281 — 666,693 712,198 815,740 1,007,091 —
Market-based intensity
Scope 1 and 2 tCO
2
e/£m revenue 4.3 6.9 7.4 12.0 23.7 4.3 6.9 7.3 11.2 20.7
Scope 1, 2 and 3 tCO
2
e/£m revenue 156.8 176.2 207.9 311.9 — 156.8 176.3 207.8 310.9 —
Location-based intensity
Scope 1 and 2 tCO
2
e/£m revenue 4.6 7.2 8.0 13.3 24.0 4.6 7.2 7.9 12.6 21.0
Scope 1, 2 and 3 tCO
2
e/£m revenue 157.1 176.6 208.5 313.2 — 157.1 176.6 208.4 312.2 —
Energy consumption kWh 125,213,000 128,579,000 138,746,000 179,465,000 380,090,000 125,213,000 128,534,000 138,714,000 169,551,000 330,568,000
Energy and carbon reporting notes:
1. Scope 1: combustion of fuel and operation of facilities.
2. Scope 2: electricity purchased.
3. Scope 3: indirect emission sources.
4. Our GHG emissions quantification methodology is aligned with the GHG Reporting Protocol –
Corporate Standard.
5. Location‑based uses the average emissions intensity from the grid where we source the energy.
6. Market-based uses the emissions intensity based specifically on the energy mix procured.
7. We employ a hybrid methodology based on spend and inventory to calculate Scope 3 emissions
from purchased goods and services. Refer to page 40 for more information on the transition to
an inventory‑based methodology.
8. Our targets, as validated by the Science Based Targets initiative, use a market‑based approach; therefore,
all carbon emission statistics which include Scope 2 in this report use a market‑based method.
9. Energy consumption (Scope 1 and 2) is rounded to the nearest MWh due to legibility of kWh reporting.
10. FY24, FY25 and FY26 Scope 1, 2 and 3 emission data has been reasonably assured as materially correct and a
fair representation. Verification was completed in accordance with ISO 14064-1 by British Standards Institution.
11. As required by SBTi and ISO 14064‑1, we exclude no more than 5% of GHG emissions from our reported total.
12. Additional information relating to the emissions data presented in this table, including calculation
methodology and uncertainty assessment, can be found in our FY24 Climate Report, our FY25 Climate &
Nature Report and our FY26 Climate & Nature Report on our website.
Kier Group plc Annual Report and Accounts 2026
43
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Sustainability report: ESG oversight and governance
We integrate ESG matters, including
climate‑related risks and opportunities,
into the Group’s governance, operational
decision‑making and risk management
framework through our principal risks
and uncertainties (PRUs) and operational
risk processes.
This reflects our Building for a Sustainable
World approach, recognising that both
environmental and social sustainability
are intrinsically linked to our operations
and should be managed holistically
to mitigate risks and realise long‑term
opportunities.
Our sustainability governance is aligned
to the AA1000 AccountAbility Principles
and is supported by transparent reporting
of performance and progress. This
approach strengthens our ability to secure
long‑term frameworks and public sector
contracts, where carbon reduction plans
are required for annual contracts of £5m
or more and social value commitments
are increasingly important requirements.
Further information on our risk management
framework and the effectiveness of our
systems of risk management and internal
control is provided on pages 51‑52.
Additional details on the governance of
climate‑related risks and opportunities
can be found in our TCFD disclosures
on pages 44‑50.
Sustainability framework governance
Leadership
Board
ESG Committee
Chair:
Non‑Executive Director
Scope: Oversees all ESG matters, including risks
and opportunities; advises on strategic direction,
embedding ESG priorities into strategic decisions
and objectives, and the annual budget process.
Advised by: Executive Committee, and
Leadership Forums
Executive
Operations Board
Chair: Chief Operating Officer
Scope: Monitors, challenges and provides
direction on all Building for a Sustainable
World topics.
Advised by: Leadership Forums
Leaders and subject matter experts
Leadership Forums
Chair: Chief Operating Officer
Scope: Lead implementation of Building for a
Sustainable World framework and commitments
across all divisions.
Management
1
Kier Group functions
Sustainability, health, safety and wellbeing, governance and compliance, assurance, and human resources
Scope:
Providing business‑wide co‑ordination and direction for ESG strategy, including chairing management meetings, ensuring cross‑divisional
collaboration, ESG reporting, and relationship management with internal and external stakeholders.
Sustainability teams
Building for a Sustainable World framework pillar groups
Chair: Senior member of the Sustainability team
Scope:
Co‑ordinate strategy, activity and innovation within the respective
strategic pillar of the Group.
Subject matter experts
Major risk, working and task, and finish groups
Chair: Nominated subject matter experts
Scope: Explore and action specific focus areas to support our continued
improvement in performance across ESG topics.
Implementation
Business divisions
Building for a Sustainable World and Built by Brilliant People
TM
Scope: Co-ordinate and implement sustainability priorities; deliver division-specific action plans, initiatives and policies; support and embed awareness,
compliance and enhanced standards; share innovation and collaborate to continually improve.
Enablers
Sustainability literacy
Providing knowledge and skills, and fostering
sustainability mindsets, both at work and at
home, to support informed and effective decision
making for a sustainable future.
Learning and performance
Supporting professional development and
performance reviews to ensure an equipped,
competent and confident workforce.
Health, safety and wellbeing competencies
Ensuring appropriate skills and competency to
manage health, safety and wellbeing in all areas
of the business.
1. Management of climate and nature‑related dependencies, impacts, risks and opportunities is integrated into our overarching governance.
ESG oversight and governance
Kier Group plc Annual Report and Accounts 2026
44
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Sustainability report: ESG oversight and governance continued
Governance and
risk management
The Chief Executive, Chief Financial
Officer and Executive Committee review
risks quarterly, assessing emerging
issues, controls and mitigation actions.
The Risk Management and Audit Committee
oversees the Group’s principal risks and
uncertainties and reviews the effectiveness
of risk management and internal control
systems. Further information is provided
in the Risk management section from
pages 51‑52.
Climate‑related risks and opportunities
are considered through these governance
and risk management processes and
supported by the climate governance
framework, outlined on pages 44‑45.
Further information on our approach
to climate‑related risks and opportunities
can be found in our Climate &
Nature Report.
The Board and its Committees receive
regular updates on sustainability‑related
priorities, performance and emerging
regulatory developments, helping to
ensure environmental, social and
governance considerations are reflected
in strategic decision‑making. This
includes oversight of health, safety and
wellbeing, climate and nature‑related
risks and opportunities, social value
delivery, responsible business practices,
modern slavery and human rights, and
broader stakeholder expectations,
supporting the effective management
of risk and the creation of long‑term
sustainable value.
Integrated operational governance
We regularly review our operational
governance arrangements to ensure
environmental, social and people
considerations remain embedded across
the business. A programme of independent
expert review and colleague feedback
evaluates the effectiveness of policies,
controls and training, helping us maintain
compliance, strengthen organisational
capability and support the delivery of
our sustainability commitments.
Verifying our ESG performance
Transparent reporting and robust
assurance underpin our approach to
governance. We apply a multi‑level
assurance framework, combining internal
verification and audit with independent
third‑party assurance of key ESG metrics.
BSI provides independent limited assurance
over the measures within our Building
for a Sustainable World framework in
accordance with ISAE 3000 (Revised).
Since FY23, BSI has also provided
reasonable assurance over our carbon
emissions data in accordance with ISO
14064‑1. Further information can be found
on pages 47 and 83 respectively.
Reflecting the environmental outcomes
delivered through our projects, we have
achieved the London Stock Exchange
Green Economy Mark every year since
FY23. Further information is available
on page 40.
ESG reporting and performance
We monitor emerging sustainability
regulations, frameworks and standards
to maintain transparent, decision‑useful
reporting and meet evolving stakeholder
expectations. Alongside our Annual
Report, we publish supplementary
disclosures, performance data and
external ESG assessment results online.
Our climate‑related disclosures continue
to align with the recommendations of the
Task Force on Climate‑related Financial
Disclosures (TCFD). Our Climate & Nature
Report provides further detail on our climate
and nature‑related risks, opportunities
and dependencies and is informed by
the Taskforce on Nature‑related Financial
Disclosures (TNFD) framework and UK
Transition Plan Taskforce (TPT) guidance,
supporting transparent disclosure of
our transition planning and approach
to delivering a low‑carbon and
nature‑positive future.
To support investors and other stakeholders,
we also publish an ESG Databook containing
detailed sustainability performance
metrics and disclosures aligned to the
Sustainability Accounting Standards Board
(SASB) standards for the engineering and
construction services sector.
Through these publications, we provide a
comprehensive and transparent view of
our sustainability strategy, governance,
risks, opportunities and performance.
Go online to read
more about our ESG
Databook, ratings
and performance
Go online to
read our Climate
& Nature Report
Kier Group plc Annual Report and Accounts 2026
45
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
TCFD disclosures and
page references
Disclosures
Read more
on page(s)
Governance
(a) Board oversight of climate-
related risks and opportunities
44, 51–52
and 59
(b) Management’s role in
assessing and managing
climate-related risks
and opportunities
44, 51–52
and 59
Strategy
(a) Climate-related risks
and opportunities
44-45,
and 59
(b) Impacts of climate-related
risks and opportunities
44-45,
and 59
(c) Resilience of strategy
under different
climate-related scenarios
47–50
Risk management
(a) Processes for identifying and
assessing climate-related risks
44–45
(b) Processes for managing
climate-related risks
44–45
(c) Integration of climate-related
risks into overall risk management
44–45
Metrics and targets
(a) Metrics used to assess
climate-related risks
and opportunities
43, and
46–50
(b) Scope 1, Scope 2 and Scope 3
greenhouse gas emissions
43
(c) Targets used to manage
climate-related risks
and opportunities, and
performance against them
15, 40–43
and 47
Introduction
As a leading construction and infrastructure
business we have the responsibility and
opportunity to support the United Kingdom’s
transition to a low emission, climate
resilient built environment while minimising
our own environmental impact. We
align our business ambitions with our
environmental and social goals, as
reflected in our purpose, to create lasting
value through essential infrastructure.
This is supported by our Building for
a Sustainable World framework, which
addresses our most material issues,
including climate action – reducing
the carbon footprint of our operations
and adapting to the impacts of
climate change.
Here we detail our financially material
climate-related disclosures in line with all
Task Force on Climate-related Financial
Disclosures (TCFD) recommendations,
as well as with the recommended
disclosures outlined in ‘Implementing the
Recommendations of the Task Force on
Climate-related Financial Disclosures’
published in October 2021, including the
sector-specific content from the Materials
and Buildings Group.
We lay out how our climate goals align
with our business decisions, explore
Kier’s climate change governance, and
demonstrate how climate-related risks and
opportunities are managed, and how our
strategic planning and decision-making
processes drive us towards our net zero
ambitions. Further details relating to our
carbon reduction, net zero targets and
performance are detailed within the wider
ESG Report and our associated disclosure.
Our Climate & Nature Report provides a
more in-depth overview of Kier’s actions
to address climate change, including
progress in aligning disclosures with the
Taskforce on Nature-related Financial
Disclosures (TNFD) and the Transition Plan
Taskforce (TPT), recognising the strong
alignment with the Task Force on
Climate-related Financial Disclosures
(TCFD) framework.
our strategy to mitigate risks and
realise opportunities.
A risk or opportunity is determined to be
material when, if not managed properly,
it has the potential to significantly impact
our business or those within our value
chain, has significant associated
environmental outcomes or significantly
affects financial performance. See pages
48–50 for a breakdown of our risk and
opportunity analysis. Whilst our
evaluation of the risks and opportunities
covers all of our divisions, some risks and
opportunities are specific to particular
markets, and therefore divisions. This
subtlety is reflected in our assessment
of risk magnitude.
Time horizons
To align with the climate scenarios
projections and considering climate
change timescales, we assessed the
climate scenarios (see page 50) within
the following time horizons:
• Short term: 2026–2030
• Medium term: 2031–2040
• Long term: 2041–2050
These periods reflect the lifecycle impacts
of the buildings and infrastructure we
construct and maintain alignment with
the Paris Agreement net zero 2050 targets.
In previous years, medium term has been
defined as up to 2030. As we approach
the end of the decade, we have adjusted
our definitions accordingly.
TCFD report
Discover
more online
Strategy
The local and global impacts of climate
change continue to be felt, bringing
with them both risks to operations and
opportunities for growth as we, with our
clients, suppliers and peers, take collective
climate action to reduce our impact and
increase resilience. To mitigate the risks,
realise the opportunities, and ultimately
inform our business strategy, it is critical
that we maintain a thorough understanding
of climate-related risks and opportunities
that could materially impact our business.
We therefore continue to assess our risk
and opportunity exposure under different
climate outcomes, considering three
socio-economic transition pathways
and three time horizons, to provide an
indicative range of potential impact.
This assessment is used to inform
materiality, magnitude and ultimately
Kier Group plc Annual Report and Accounts 2026
46
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
TCFD report continued
Risk management
Governance
Sustainability remains a principal risk
for the business, and as such the
governance of climate-related risks and
opportunities is integrated within the
Group’s broader ESG oversight and risk
management framework, as set out in
the ESG report (pages 44–45).
We consider climate-related risks and
opportunities in all scenarios noted in
the ‘Strategy’ section of this TCFD report,
whether they occur within our own
operations, or upstream or downstream
of the Group, and whether they first occur
in any of our defined time horizons. With
support from our climate consultants, we
have continued to explore the potential
impact of and mitigation methods for the
climate-related risks and opportunities
relevant to Kier since they were initially
identified in FY22.
Climate-related risks and opportunities
are identified and managed at divisional
level through dedicated registers, with
controls embedded into operational
processes (for example, severe
weather, dust and surface water
management plans). Significant risks
are escalated through the Group’s risk
governance structure.
Risk and opportunity assessment
We prioritise risks and opportunities
based on a risk score determined by
a 3x3 matrix of impact magnitude and
likelihood. In our assessment, we identified
five key climate-related risks and five key
climate-related opportunities.
Impact (quantification)
• Low: Minor impact on the Group’s
finance, operations or reputation
(less than £10m)
• Medium: Moderate impact on the
Group’s finance, operations or
reputation (£10m-£50m)
• High: Major impact on the Group’s
finance, operations or reputation
(greater than £50m)
Likelihood
• Improbable: Unlikely occurrence
for the Group
• Possible: Moderate likelihood
of occurrence for the Group
• Probable: Likely occurrence
for the Group
Likelihood
Probable
Possible
Improbable
Low Medium High
Impact
High risk/opportunity
Medium risk/opportunity
Low risk/opportunity
Changes to our risk
and opportunities
As part of our annual review, we have
made the following material updates
to our key risks and opportunities:
• Reclassification of ‘increasing
customer requirements and industry
standards’ Previously identified as
a risk due to compliance costs and
potential penalties, this area is now
considered a commercial opportunity.
Our established controls and strong
external performance, including CDP
A List recognition and consistently high
ESG ratings, demonstrate our ability to
meet evolving expectations. While no
longer classified as a significant risk,
it remains subject to annual review
within our internal registers
• Introduction of ‘geopolitical volatility’
We have elevated geopolitical volatility
to a significant risk in response to
increasing national and global
uncertainty observed in FY26. While
previously captured within broader
demand-related risks, continued
instability could slow progress towards
net zero and impact market conditions.
As a result, the assessed risk magnitude
has increased and is now reflected in
the table on page 48.
Financial quantification of risk
and opportunity impact
Due to the long-term nature of some of our
climate-related risks and opportunities, we
acknowledge the challenges associated
with aligning these to financial planning
and corporate risk processes. In FY26,
we continued to internally develop our
assessment of risks and opportunities
to better understand the potential
financial impact and cost of mitigation.
A qualitative assessment of these
impacts is provided on pages 48–49,
and we continue to explore possible
improvements to our TCFD disclosure
as our reporting matures.
Metrics and targets
We monitor and report Scope 1, 2 and 3
greenhouse gas emissions and energy
consumption alongside other ESG metrics
as outlined in our ESG report on pages
40–43. The calculation of our carbon
footprint is in line with the Greenhouse
Gas Protocol Corporate Accounting and
Reporting Standard and our reported
performance is verified with reasonable
assurance to ISO 14064-1, as reported on
page 45.
The Group’s Building for a Sustainable
World strategy provides a framework
to manage climate-related risks and
opportunities at Group and divisional
levels. The strategy contains clear targets
associated with climate action, which
have been validated by the Science
Based Targets initiative as being aligned
to limiting global warming to 1.5°C and
achieving net zero, and are in line with the
UK Government’s commitment to net zero
by 2050.
Additional controls, actions and targets
are in place for broader sustainability
topics, as outlined on pages 40–43.
Discover
more online
Kier Group plc Annual Report and Accounts 2026
47
Strategic reportOverview Corporate governance Financial statements Other information
TCFD report continued
ESG report continued
Risks
1
Carbon pricing mechanisms
2
Development and availability of low
carbon materials and technology
3
Geopolitical volatility and
market uncertainty
4
Disruption due to extreme weather
events (supply chain disruption)
5
Climate impacts on productivity
Risk rating
by scenario
SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average
Short term
Medium Medium Medium Medium Medium Medium Medium Medium Medium Medium Medium Medium High High High High High High High High
Medium term
High Medium Medium Medium Medium Medium High Medium High Medium Medium Medium Medium High High High Medium High High High
Long term
High Medium High High Medium High Very high High Medium Medium High Medium Medium High Very high High Medium High Very high High
Time horizon
Medium term Medium term Long term Long term Long term
Magnitude
(post-mitigation)
Medium Medium Medium High High
Type
Transition (policy and legal) Transition - Market Transition - Market Physical - Chronic Physical - Acute
Area
Upstream Upstream Downstream Upstream Own operations
Primary
financial impact
Increased indirect (procurement) costs Increased indirect (procurement) costs Reduced revenues (reduced demand) Increased indirect (procurement) costs Reduced revenues (disruption)
Description
Legislation designed to reduce emissions is
expected to evolve over the medium term to
reflect ongoing governmental drive towards
net zero ambitions. This includes the Carbon
Border Adjustment Mechanism (CBAM) and
potential future developments to the UK
Emissions Trading Scheme (UK ETS).
There is a risk where we may be exposed to
carbon emission costs and/or resultant price
increases for procurement of applicable
goods, for example fossil fuels.
Achieving regulatory and contractual
sustainability requirements is dependent
on the availability and scalability of
low-carbon materials and technologies
in line with increasing market demand.
This also relies on supply chains remaining
resilient to external pressures that may
disrupt production or distribution.
Constraints in supply chain or technology
readiness could result in project
delays, increased procurement costs
as demand outpaces supply, and
potential challenges in meeting client
and regulatory requirements, which may
in turn affect delivery performance and
stakeholder confidence.
National and international policy
frameworks are key drivers of climate
transition, shaping demand for low-
carbon construction and infrastructure.
Statutory commitments to net zero,
alongside mandatory climate-related
disclosures, are accelerating market
adoption of sustainable solutions,
particularly within the public sector.
Uncertainty in the political landscape
may slow this transition, as reduced
policy clarity or consistency could
delay investment decisions across both
public and private sectors, weakening
demand for low-carbon assets in our
core markets and impacting the pace
of opportunity realisation.
Acute physical climate-related events,
including storms, flooding, wildfires and
extreme temperatures, may disrupt our
operations and those of key suppliers.
These impacts may be particularly
significant in regions with lower resilience
or limited capacity to respond and
recover. Disruption to the production,
transport or availability of critical
materials and services could result in
project delays, increased costs, reduced
productivity and challenges in meeting
client commitments.
The impacts of climate change have
the potential to cause service disruption
across our own operations and our supply
chain. For example, operations in areas of
increased water scarcity and/or in areas of
increasing temperatures may result in health
impacts for operatives and consequently
productivity losses.
There is a risk that we may be exposed to
increased mitigation costs or potentially
lost revenue due to service disruption.
Mitigation
As a result of our net zero commitments, we
have begun to transition away from energy
sources which are most likely to be exposed
to increased carbon taxation (i.e. fossil fuels),
and have begun engaging with our priority
suppliers to identify further carbon hotspots.
We have further developed our internal
carbon pricing to integrate the potential
impacts of this risk into our business
decision making.
As we generally have good foresight of any
proposed changes to the UK ETS and other
carbon pricing mechanisms, we are able
to appropriately plan and budget for these
changes ahead of time.
We collaborate with suppliers, peers and
clients regularly through various channels
to address this risk, engaging with our
supply chain to support decarbonisation.
Where risks specific to certain materials or
technology are identified, we work with our
supply chain to improve our resilience, for
example the use of contracting to secure
HVO fuel supply and build resilience against
fossil fuel market volatility.
We remain an active partner of the Supply
Chain Sustainability School, working with
our peers and suppliers to accelerate
development of low carbon solutions.
Our diversified sector exposure and secured
positions on long-term frameworks and
contracts enhance resilience to fluctuations
in market demand. We actively monitor the
proportion of revenue derived from projects
delivering a net environmental benefit,
enabling us to track demand trends and
adjust our strategic focus accordingly.
Our portfolio includes both low-carbon
construction and climate adaptation and
resilience projects. As the physical impacts
of climate change intensify, demand
for adaptation-related infrastructure is
expected to remain strong, providing a
degree of resilience against policy-driven
market uncertainty.
We continue to use UKCP18 within our
scenario analysis allowing the assessment
of climate risks regionally to inform
management and mitigation. We use
market-specific scenario analysis and
risk assessments to continually improve
operational risk controls. We collect data
from our preferred suppliers to better
understand our key material dependencies.
In FY26 we have developed bowtie risk
assessments to explore key interventions
to mitigate risks across our projects,
and Kier Design is working across the
business to embed climate resilience into
project design.
We integrate weather and climate
risk mitigation into project design and
delivery schedules ensuring operations
are prepared and adapted to our
changing climate.
Our ISO 14001-certified environmental
management system ensures
environmental risks are effectively
assessed and managed.
Associated metrics
Carbon emissions Carbon emissions Green revenue SEIR SEIR
Kier Group plc Annual Report and Accounts 2026
48
Strategic reportOverview Corporate governance Financial statements Other information
Opportunities
1
Resource efficiency
2
Market growth for climate
resilience and adaptation
3
Increased operating income for
green-aligned projects
4
Enhanced reputation
5
Resilience to fossil fuel
market volatility
Opportunity rating
by scenario
SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average SSP1 SSP2 SSP3 Average
Short term
Medium Medium Medium Medium High High High High High High High High Medium Medium Medium Medium High High High High
Medium term
High Medium High High High High High High High High High High High High Medium High Very high High Medium High
Long term
Very high High High High High High High High High High High High High High High High Very high High Medium High
Time horizon
Short term Short term Short term Short term Short term
Magnitude
(post-mitigation)
Medium High High Medium High
Type
Resource efficiency Market Market Reputation Market/Resource Efficiency
Area
Own operations Downstream Downstream Downstream Own operations
Primary
financial impact
Reduced direct costs Increased revenue (market growth) Increased revenue (market growth) Increased revenue (work winning) Reduced direct costs
Description
Both energy and resource efficiency
are central to Kier’s decarbonisation
strategy and are increasingly embedded
in regulatory requirements and client
expectations. This presents a commercial
opportunity to reduce operating costs and
enhance competitiveness through more
efficient design and delivery.
By optimising energy use and minimising
material waste across our projects and
operations, we can lower expenditure on
energy, fuel and resources, while delivering
cost-effective, low-carbon solutions that
align with evolving market demand.
The increasing physical impacts of climate
change are expected to drive growing
demand for infrastructure resilience
across the UK. This includes both proactive
measures, such as flood defence schemes,
and reactive services, including repair
and maintenance of highways and
rail networks.
These are established markets for Kier,
presenting a clear opportunity for growth
as investment in climate adaptation
and resilience accelerates. Our existing
capabilities and market presence position
us to capture this increasing demand.
We assess our revenue in alignment
with the FTSE Russell Green Revenues
Classification System and have
observed a consistent increase in the
proportion of green-aligned activities,
including low-carbon buildings, climate
adaptation projects and sustainable
transport infrastructure.
Rising demand for green-aligned solutions
presents a clear opportunity for revenue
growth. Our established market presence
and track record in these sectors position
us well to capture this increasing demand.
Building and maintaining a reputation as
a climate leader, along with consistent
delivery beyond regulatory requirements
and effective value chain decarbonisation,
presents a significant commercial
opportunity for Kier.
This positioning can support competitive
differentiation and growth, enhance our
ability to attract and retain skilled talent,
strengthen relationships with supply chain
partners (including improved commercial
terms), and facilitate access to capital
as investors increasingly prioritise strong
climate performance.
As we progress towards our near-term
and net zero targets, we are exploring
opportunities to increase on-site renewable
electricity generation and to source energy
from lower-carbon alternatives, including
sustainable biomethane, hydrotreated
vegetable oil (HVO) and Power Purchase
Agreements (PPAs).
These initiatives have the potential to
reduce emissions, lower long-term energy
costs and enhance resilience to energy
market volatility and price fluctuations,
supporting both margin stability and
operational continuity.
Opportunity
realisation
Our ISO 14001-certified environmental
management system (EMS) enables the
efficient use of resources, minimisation
of waste and protection of the natural
environment across our operations.
This is complemented by collaboration with
Kier Design, specifically our in-house carbon
assessment and advisory capability, which
supports designing out of carbon-intensive
materials and identifies opportunities to
improve construction efficiency and reduce
lifecycle costs.
We also leverage our partnership with
the Supply Chain Sustainability School
to enhance supply chain capability
and collaborate with clients and
industry peers, supporting continuous
improvement and the wider adoption
of low-carbon solutions.
Our Building for a Sustainable World
framework is informed by a double
materiality assessment, ensuring alignment
with stakeholder priorities. As such we have
incorporated climate resilience into the
‘Planet’ pillar of our strategy, positioning
ourselves well to capture growing demand.
Kier Design provide in-house expertise and
embeds climate resilience into project
design and delivery, strengthening our
ability to meet evolving client requirements
and capitalise on this growth market.
We continue to track the proportion of
our revenue derived from projects with
a net environmental benefit, including
climate resilience activities. This provides
transparency of performance and supports
identification of trends.
Our Construction and Infrastructure
business divisions retain PAS 2080
certification to ensure our processes for
project design and delivery consider
lifecycle sustainability impacts, aligning
with the needs of our clients.
The establishment of Kier Design further
strengthens our delivery capability,
providing a more integrated and scalable
approach to sustainable design. This
enhances our ability to efficiently respond to
growing demand for low-carbon buildings
and infrastructure.
We maintain compliance with both
statutory and voluntary disclosure
frameworks, supporting transparent
communication of our sustainability
strategy, performance and governance. We
continue to see measurable improvements
in external assessments, including
achieving CDP A List status for climate in
FY26 and ranking first across Europe in
the construction and building materials
sector in the Financial Times Climate
Leaders programme.
These outcomes, alongside strong
performance across leading ESG ratings,
reinforce our credibility as a climate leader
and strengthen our positioning to realise
associated commercial and strategic
benefits, including enhanced access to
capital and competitive differentiation.
We are actively progressing initiatives to
improve the sustainability and security of our
energy sourcing. This includes working with
our utility broker to strengthen procurement
standards, with REGO-backed electricity as
a minimum requirement and an ambition
to expand the use of PPAs and on-site
generation across our operations.
We also utilise contractual arrangements
with key suppliers to secure volumes of
lower-carbon fuels, such as HVO, from
sources aligned with our sustainability
criteria. These actions support emissions
reduction while reducing exposure to energy
price volatility and supply risk.
Associated metrics
Energy consumption, waste generation Green revenue Green revenue CDP score GHG emissions
ESG report continued
TCFD report continued
Kier Group plc Annual Report and Accounts 2026
49
Strategic reportOverview Corporate governance Financial statements Other information
TCFD report continued
ESG report continued
Scenarios (climate impacts by 2100)
We have adopted the following scenarios when assessing our risks and opportunities, which have been categorised by the scale of socio-economic challenge for mitigation and adaptation.
Scenario SSP 1 (low challenge) SSP 2 (medium challenge) SSP 3 (high challenge)
Global temp.
rise by 2100
Less than 2°C 2°C-3°C 3°C-4°C
Associated
models
• CMIP6 mean model, World Meteorological Organisation (RCP 2.6)
• UKCP18 RCP 2.6
• IMAGE 3.0
• CMIP6 mean model, World Meteorological Organisation (RCP 4.5)
• UKCP18 RCP 4.5
• MESSAGEix-GLOBIUM
• CMIP6 mean model, World Meteorological Organisation (RCP 6.0)
• UKCP18 RCP 6.0
• AIM/CGE
Description The world gradually shifts towards sustainability, emphasising
inclusive development while respecting environmental limits. This
scenario assumes that substantial global mitigation action is
undertaken in the future (and is significantly more than currently
underway) and that physical risks steadily rise over time, but more
slowly compared to other scenarios. Other assumptions (all by 2050):
• Carbon price: $99.97/tCO
2
e
• Energy consumption per capita: 17.8 MWh
• Global GDP per capita: $34.1k
The world stays on a familiar path with uneven progress in
development and income growth among countries. This scenario
assumes that significant global mitigation action occurs in the
future, although not to the same degree as SSP 1, and that physical
risks occur broadly similarly to SSP 1 but grow more severe over time,
particularly by 2100. Other assumptions (all by 2050):
• Carbon price: $12.32/tCO
2
e
• Energy consumption per capita: 19.5 MWh
• Global GDP per capita: $25.2k
Rising nationalism and security concerns prompt countries to
focus inward, neglecting broader development goals. This scenario
assumes disjointed efforts and competing priorities, leading to little
global mitigation action, and the onset of disruptive physical impacts
occurs earlier than in SSP 1 and SSP 2, and they are significantly more
severe by 2100. Other assumptions (all by 2050):
• Carbon price: $28.59/tCO
2
e
• Energy consumption per capita: 15.7 MWh
• Global GDP per capita: $17.2k
Divisional risks and opportunities
We have also identified the most substantive climate- and nature-related risks and opportunities for each of our divisions. These are summarised below.
3
Infrastructure – Natural Resources
Risks Opportunities
Climate impacts
on productivity
Growth in climate
adaptation markets
Service disruption due
to extreme weather
Reputational gains
due to performance
and transparency
Insufficient development
and scaling of low-carbon
materials and technologies
1
Construction
Risks Opportunities
Supply chain disruption
due to extreme weather
Growth in climate
mitigation and
adaptation markets
Climate impacts
on productivity
Commercial savings
through resource efficiency
Insufficient development
and scaling of low-carbon
materials and technologies
Resilience to volatility in
energy markets through
use of renewable energy
2
Property
Risks Opportunities
Market uncertainty impacting
demand for products
Growth in climate mitigation
and adaptation markets
Disruptive carbon and
energy-related regulation
Reputational gains
due to performance
and transparency
Damage to assets due
to physical impacts
of climate change
4
Infrastructure – Transportation
Risks Opportunities
Increased expenditure
on low-carbon technology
Growth in climate mitigation
markets (public transport)
Service disruption due
to extreme weather
Reputational gains
due to performance
and transparency
Disruptive carbon and
energy-related regulation
Commercial savings
through resource efficiency
3
4
4
2
1
Kier Group plc Annual Report and Accounts 2026
50
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity
Managing risk
and opportunity
Effective risk and opportunity
management remains
fundamental to the achievement
of the Group’s long-term strategy
and operational delivery.
The Group’s risk management
and internal control framework
The Board has overall responsibility for
risk management, determining the
Group’s risk appetite and overseeing the
management of principal and corporate
risks supported by the Risk Management
and Audit Committee (RMAC). The Group’s
Risk Management, Internal Control and
Assurance Policy sets out risk management
roles and responsibilities and is underpinned
by a risk management and internal
control framework (the Framework) which
links the three elements of risk management,
internal control and assurance. Further
details of the Framework are set out in
the diagram on the following page.
The Board, through the RMAC, carried
out a robust assessment of the Group’s
framework, fraud and emerging risks
aligned to Kier’s strategic priorities.
Emerging risks considered included the
increasing risks and opportunities related
to developments in quantum computing.
The review included the appetite for the
risks the Group is willing and able to take
including those that would threaten its
business model, future performance,
solvency or liquidity, thereby informing
the parameters within which the business
is authorised to operate. The Board
concluded that the Group had operated
within its risk appetite throughout
the year.
The Framework supports disciplined
decision-making and the protection of
value for shareholders, customers and
other stakeholders. Its starting point is
the determination of the key risks and
opportunities in relation to the achievement
of the Group’s strategy which determines
the Group’s principal risks and other
corporate risks.
For contract risk, all significant potential
opportunities, tenders and contracts
are reviewed to ensure those pursued
provide an appropriate level of return
within a defined risk appetite. The Group
prioritises selective bidding in chosen
markets, two-stage and negotiated
procurement models with balanced
contract structures, contractual
protections and appropriate risk
allocation across the supply chain.
Contract management is through the
Group’s project lifecycle management
framework, gateway reviews and senior
oversight, commercial standards and
approval thresholds.
Macroeconomic and geopolitical risk is
managed through a diversified portfolio
across sectors and markets with
long-term frameworks providing visibility
and resilience in revenue streams and
with a strong order book and disciplined
tender pipeline, supporting visibility and
risk-adjusted decision-making. Inflationary
pressures and supply chain risks are
managed through the contracting
strategy and operational controls.
The Group’s increasing use of digital
technology and harnessing of data
presents opportunities to enhance
productivity, improve project delivery
and support better decision-making.
There is increased exposure to cyber
security threats, data risks and emerging
technologies, including artificial
intelligence. The Group manages these
risks through mitigations such as its
Naturally Digital strategy, formal
governance procedures, risk assessments,
patch and vulnerability management,
security monitoring and detection,
backup and resilience testing, and
mandatory training.
Risk and opportunity oversight
Each principal risk includes an assessment
of risk appetite, potential impact and
likelihood, velocity, opportunity and
mitigating actions. Mitigating actions
include material controls: being significant
mitigations over the principal risks,
external reporting and fraud risk and
Group-wide entity level controls mitigating
more than one risk.
The risk and opportunity assessment
culminates in a review by the Group Risk
and Opportunities Committee (GROC).
Discussions are focused on ensuring risks
and opportunities are identified and
appropriately mitigated and opportunities
are capitalised on within the Group’s
risk appetite. The GROC also discusses
presentations from divisional leadership
on operational risks and specific projects,
with actions agreed to improve future
outcomes. During the year this also
included a detailed assessment of the
impact of events in the Middle East, the
continued increase in cyber-attacks
and other events that could affect
operational resilience.
Assurance
The GROC and RMAC receive regular
reports from the Head of Risk and Internal
Audit on the independent review and
objective assessment of Framework
effectiveness. The report includes an
Assurance Map showing the assurance
provided to conclude on the effectiveness
of the material controls.
Kier Group plc Annual Report and Accounts 2026
51
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
Risk management, internal control and assurance framework
Risk Internal control Assurance
Board
Board
Retains overall responsibility for how the
Group manages risk and for the Group’s risk
management and internal control framework.
Principal risks and
uncertainties (PRUs)
Include, but are not necessarily limited
to, those that could result in events or
circumstances that might threaten Kier’s
business model, future performance,
solvency or liquidity and reputation.
Corporate risks
External corporate reporting and fraud
risks. While not PRUs, these are internally
reported corporate level risks.
Material controls
Material controls are those that mitigate:
• The principal risks and uncertainties
• External reporting that is price sensitive
or that could lead investors or other
stakeholders to make investment
decisions or other decisions that
impact Kier’s ability to create value
for its stakeholders
• Fraud, including override of controls
External assurance providers
Deliver assurance over various Kier risks
and activities, such as ISO management
systems compliance.
Risk Management and
Audit Committee
Oversees financial reporting procedures, the
internal audit function and the effectiveness
of the external auditors.
Leadership
Executive Committee (ExCo)
Approves the risk management and internal
control framework in the context of the
Group’s strategy and performance.
Internal audit (third line)
Independently review first and second
lines of defence.
Deliver assurance over risk
management frameworks.
Group Risk and
Opportunities Committee
Acts as the link between the businesses,
ExCo and the Board and RMAC with respect
to risk management.
Entity level controls
Controls that have a pervasive effect on the
entity’s system of internal control such as
controls related to the control environment.
Investment Committee
Reviews risks relating to the Group’s
investment decisions.
Group Risk Tender Committee
Provides independent review and risk
mitigation recommendations relating
to trading opportunities and tenders
undertaken by all Group businesses.
Management review controls
Reviews of operational and financial
management information and the
underlying calculations, assumptions,
judgements and analyses.
Risk and compliance (second line)
Group risk function – provides risk challenge
and support to the first line teams and
maintains and develops the risk management
and internal control framework.
Operational risk function – facilitates the
Group approach to operational risk training,
systems and communications.
Compliance – monitors adherence to the
risk and compliance frameworks.
Operations
Senior leadership teams
At Group and divisional levels, oversee
business operations ensuring the monitoring
and management of organisational
objectives and risks.
Operational risk
Risks to divisions, business units or Group
functions which are material to the delivery
of the respective divisional and business
unit business plans or service delivery.
Operational controls
Controls that directly address risks to
the effective performance of a project or
process including information technology
general controls.
Business teams (first line)
Responsible for risk management
frameworks, risk policy and processes.
Commercial Directors, Group function
heads and risk owners are responsible
for identifying, assessing, managing and
mitigating current and emerging risks and
ensuring the right cultures and behaviours
are demonstrated.
Operating management
Focuses on the day-to-day business
activities, projects, processes and risks.
Project risk
An uncertain event or condition that, if it
occurs, can have a positive or negative
effect on one or more project objectives.
Kier Group plc Annual Report and Accounts 2026
52
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
Principal risks
Group Risk and Opportunities
Committee discussions are
focused on ensuring risks and
opportunities are identified
and appropriately mitigated
or capitalised on within the
Group’s risk appetite.
The Board’s assessment of risk
The Board determines its appetite with
respect to the principal risks, via the
Risk Management and Audit Committee
(RMAC) and assesses the effectiveness
of the Risk Management and Internal
Control Framework which is designed to
mitigate the impact of the principal Risks
on the Group’s operations. The Board
takes a balanced view of principal risks
and material controls and reviews risk as
part of its strategy development sessions.
The Board’s assessment of the principal
risks is set out in the heat map. The risks,
not listed in any order of priority, are
plotted on a net basis (i.e. after mitigations)
together with the assessment criteria
summarised below.
Changes to the principal risks
Assessment of the Group’s principal risks
took into account the changes in the year
to the ExCo and the development of the
new five-year strategy, with input from
Board and ExCo members. As a result we
have also updated the links to the revised
set of strategic priorities. The Framework
remained largely fit for purpose with the
funding risk refocused on financial
strength, given funding is secure for the
medium term, and a digital technology
and AI risk added to recognise the related
risks and opportunities. In addition, the
status of the macroeconomic and
geopolitical risk was changed to
increasing, with an increase in impact
given developments in the Middle East.
Strategy risk was removed given it related
to the previous turnaround strategy and
as the other principal risks relate to the
achievement of the strategy. Velocity
criteria were added to the Framework
to indicate the speed at which a risk
materialising would impact the Group and
to assist in determining the appropriateness
of mitigations.
Risk heat map
Change
Corporate risk Risk appetite Impact Likelihood
Velocity
1
1
Health, safety and wellbeing Low Rapid
2
Legislation and regulation Low Very slow
3
Financial strength Low Rapid
4
Order book Low Moderate
5
Contract management Low Moderate
6
People Medium Moderate
7
Supply chain Low Moderate
8
Digital technology and AI Medium New New Rapid
9
Cyber security Low Rapid
10
Sustainability Low Moderate
11
Macroeconomic and geopolitical Medium Moderate
1. Velocity: a new measure which has been added to this year’s Annual Report.
Low Medium High
Impact
Improbable Possible Probable
Likelihood
1
4
3
8
10
6 7
5
11
2
9
Kier Group plc Annual Report and Accounts 2026
53
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
1
Health, safety and wellbeing
Risk owner
Chief Operating Officer
Impact on strategic priority
• Performance
Description
Failure to maintain a safe working environment and prevent a major incident.
The Group’s operations are complex and potentially hazardous, and require rigorous management
of health, safety and wellbeing (HSW) matters.
Risk appetite rationale
Safety is, and will always be, our licence to operate. The health, safety and wellbeing of our people have
a direct impact on our operations. The Group will always have a low appetite for risk when it comes to
protecting all its people, plus members of the public and stakeholders who may be affected by its works.
Risk appetite statement
We create and enable a working environment which ensures the HSW of all our people, plus members
of the public and stakeholders who may be affected by our works.
Impact/actions
Potential impact
• Increase in safety incidents on site
• Unhealthy employee population resulting in greater levels of absence and lowered operational
performance and resilience
• Failure to meet clients’ expectations, adversely affecting our ability to bid for and win new work
• Financial penalties from fines, legal action and project delays
• Reputational impact
Mitigating actions
• Integrated Management System to support proactive HSW management
• Sharing lessons learnt from incidents including Incident Review Boards
• Group-wide HSW strategy supporting Kier Cares, with divisional supporting approaches
• Proactive Visible Leadership Tours, Operational Safety and Site Safety Inspections
• ISO 45001 compliance (occupational health and safety management)
• Health and wellbeing support and offerings
Criteria
Risk appetite
Low – the Group has a very low appetite for risk that is likely to have adverse
consequences and aims to eliminate, or substantially reduce, such risks.
Medium – the Group has some appetite for risk and balances its mitigation efforts
with its view of the potential rewards of an opportunity.
High – the Group has a greater risk appetite where there is a clear opportunity for
a greater than normal reward.
Impact: The impact of a risk materialising.
Impact AOP Reputation
High >£15m Loss of one or more major clients, material regulatory
fines and/or reportable breaches with sustained
adverse media coverage and reputational damage
Medium £5m to £15m Moderate regulatory impact requiring external
disclosure and/or fines which could raise attention
from stakeholders or adverse media coverage
Low <£5m Limited client, market or regulatory impact which
would not raise attention from stakeholders
Likelihood: The likelihood (probability) of a risk materialising over five years.
Likelihood Percentage
3 Probable >60%
2 Possible 25% to 60%
1 Improbable <25%
Velocity (speed of impact): The time elapsing between a risk materialising and the
point at which Kier would be impacted.
Velocity Period
3 Rapid <24 hours to 90 days
2 Moderate 90 days to one year
1 Very slow >one year
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
54
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
2
Legislation and regulation
Risk owner
General Counsel and Company Secretary
Impact on strategic priority
• Performance
Description
Failure to manage effectively applicable emerging legislation and regulation.
The sectors in which the Group operates are subject to increasing scrutiny from stakeholders, oversight
from regulators and requirements including those introduced by new legislation or regulation.
Risk appetite rationale
To operate in its chosen markets, Kier must comply with all applicable legislation and regulation. To win
high-quality work from our intended client base we must be able to demonstrate compliance. Therefore,
it is fundamental to Kier’s continued success that it remains compliant.
Risk appetite statement
We ensure compliance with legal and regulatory requirements and continue to identify and plan for
the implementation of new requirements via horizon scanning, engagement with Government and
subsequent policy/procedure implementation.
Impact/actions
Potential impact
• Penalties for failing to adhere to legislation or regulation
• Increased operating costs of compliance
• The loss of business/undermining strategy
• Reputational damage
Mitigating actions
• Appropriate policies that are regularly reviewed and relevant training and awareness programmes
to support policy implementation
• Regular engagement with the Government and Government agencies with respect to the Group’s
continued compliance
• Monitoring of, and planning for, the impact of new legislation and regulations
• Collaborative engagement with external stakeholders
• Supply chain due diligence, onboarding and compliance monitoring
3
Financial strength
Risk owner
Chief Financial Officer
Impact on strategic priority
• Growth
• Resilience
• Performance
Description
Performance against the Group’s strategy does not drive the targeted improvement in balance
sheet strength.
Risk appetite rationale
Our risk appetite is low with a committed strategy for significant increases to retained cash over the
medium term.
Risk appetite statement
To ensure the Group has the balance sheet strength and access to sufficient liquidity to absorb
working capital cycles, the Group will operate conservatively within its agreed borrowing covenants
as a key component of the Group’s financial planning and monitoring processes. The Group is building
a sustainable net cash position in the medium term.
Impact/actions
Potential impact
• The loss of stakeholder (for example, investors, clients, subcontractors and employees) confidence
• Loss of city credibility of not delivering targeted balance sheet improvement
• Inability to address any future changes in key client payment and procurement policies and practices.
Mitigating actions
• Thorough financial planning to ensure plans are achievable and deliver targeted outcomes.
• Effective monitoring of strategic actions and associated financial performance.
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
55
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
4
Order book
Risk owner
Group Commercial Director
Impact on strategic priority
• Growth
• Performance
Description
A general market or sector downturn materially and adversely affects the Group’s ability to secure
profitable work.
The Group strategy sets out specific sectors that it wishes to trade within. The pipeline of work could
be adversely affected by a general or sector downturn or cause a delay to projects going to site.
Risk appetite rationale
Low appetite to move away from our selected markets and strategy because of the higher risk of
securing loss making projects and the additional costs associated with serving too many sectors.
Risk appetite statement
We are disciplined by operating in selected markets where opportunities are right for us in terms
of our skills, expertise and suitability – enabling optimal delivery and benefits for our stakeholders.
Impact/actions
Potential impact
• A failure of one or more of the Group’s businesses
• Increased competition for new work
• A decrease in stakeholder confidence in the Group
Mitigating actions
• To continue to secure long-term frameworks within each of our businesses
• Tailoring the Kier offer to meet customer needs
• Maintaining an efficient cost base
• Sector Action Plans
• End-to-end capabilities
5
Contract management
Risk owner
Group Commercial Director
Chief Operating Officer
Group Managing Directors
Impact on strategic priority
• Performance
Description
Failure to deliver contracts effectively at each stage of a project’s lifecycle.
The business suffers a significant loss as a result of failing to adequately control the project risks through
pre-construction, delivery and handover. This includes delivering a quality product.
Risk appetite rationale
The Group has a low risk appetite in each of the stages of pre-construction, delivery and handover.
This is because all three stages, if not executed within our controls, could lead to significant project losses.
Risk appetite statement
We are disciplined with our project selection to ensure we select projects under frameworks or with
clients who provide repeat business. We then proactively manage contracts at each stage of a project’s
lifecycle gateway. Frameworks, policies and standards are in place and are consistently effective
throughout the business.
Impact/actions
Potential impact
• A failure to manage project delivery and work in progress and, ultimately, to meet the Group’s
financial targets
• The Group incurring losses on individual contracts
• The Group failing to win new work because of reputational impact
• Failure to deliver a quality product
Mitigating actions
• Operating Framework
• Policy (corporate and operational)
• Commercial Procedures and handbook
• Project lifecycle management sets the structure for managing projects end to end
• Tender peer review through the Group Tender Risk Committee
• Delegated Authorities
• Group 12 Box AOP Plan (including simplification, design, programme and quality)
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
56
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
6
People
Risk owner
Chief People Officer
Impact on strategic priority
• Growth
• Resilience
• Performance
Description
Failure to attract, retain, develop and support our employees.
The Group’s employees are critical to its ability to deliver the business plan. The Group needs to maintain
a healthy culture enabling employees to thrive and attract, retain and develop people to ensure they
have the right skills, experience and behaviours.
Risk appetite rationale
While there are market fluctuations outside of our control, we do have appetite for people risk to
a degree. We have strong mitigating controls and actions to ensure we have a workforce with strong
competencies, skills and capabilities.
Risk appetite statement
We develop a workforce with the required competencies, skills and capabilities to deliver our business
plan. We ensure we have a compelling employee proposition to ensure people are attracted, developed
and retained in order to deliver operations.
Impact/actions
Potential impact
• An adverse effect on the delivery of the Group’s purpose and strategy
• A lack of operational leadership, potentially leading to poor project performance
• An erosion of the Group’s employer brand
Mitigating actions
• Kier Culture (values and healthy behaviours) to drive high and balanced performance
• Further roll out of the ‘Kier Way’ (Human Organisational Programme)
• The People strategy and strategic workforce planning aligned to the business plan
• Award-winning leadership, management and technical development offer supported by a proactive
talent management process
• Pathway to becoming Naturally Digital
• Employee engagement, feedback and positive action plan (Your Voice)
• Compelling and competitive employee value proposition
7
Supply chain
Risk owner
Group Commercial Director
Impact on strategic priority
• Growth
• Performance
Description
Failure to manage and maintain the effective performance of, and relationships with, the supply chain.
The Group relies upon its partners for the delivery of its projects.
Supply chain insolvencies, insufficient capacity, poor performance, non-compliance or a cyber-attack
impacts project delivery and profitability.
Risk appetite rationale
We have a low appetite to exposing ourselves to unmanageable supply chain risk because of the impact
on our ability to deliver to customers.
Risk appetite statement
We continue to have positive relationships with our supply chain and subcontractors. They are risk
assessed and vetted for good financial health, cyber security credentials and reputational standing.
We have a strong relationship with our suppliers and product associations and maintain a constant
dialogue over the availability of products and alternatives.
Impact/actions
Potential impact
• Unavailability of appropriate resources, impacting on project delivery and cost
• Use of suppliers from outside the preferred supplier list increases cost and decreases quality
• Data breach/ransomware via supplier; loss of confidential/client data
• Poor relationships lead to lack of confidence in the Group and adverse publicity
Mitigating actions
• Delivery of the supply chain management strategy
• Supplier financial health prior to onboarding and continual monitoring
• Group and division resources channel spend and reduce risk
• Supply chain performance management and monitoring of compliance with Kier standards and
legislative requirements
• Continued focus to meet fair payment reporting requirements
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
57
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
8
Digital technology and AI
Risk owner
Chief Operating Officer
Impact on strategic priority
• Performance
Description
The Group fails to embed Naturally Digital ways of working, resulting in fragmented tools,
inconsistent adoption and failure to realise value from digital and AI investment.
This includes failure to prioritise and govern digital investment through agreed forums, adopt and scale
core platforms consistently across the business, embed digital and AI into everyday ways of working,
convert digital initiatives into measurable productivity, safety and commercial outcomes, and reduce
cyber risk.
Risk appetite rationale
We govern, prioritise and adopt digital technology in a controlled and consistent way to enable safe
delivery, productivity, cost control and better decision-making across the Group.
Risk appetite statement
Digital and AI are critical enablers of operational performance and competitive advantage.
We have a minimum standard that ensures investment is governed through agreed forums, ownership
is clear, and adoption is actively managed and evidenced.
We have low tolerance for fragmented tooling outside approved platforms, weak governance or
bypassed decision-making, poor adoption limiting value realisation, and unmanaged AI or data usage
introducing risk.
Impact/actions
Potential impact
• Poor or inconsistent decision-making from unreliable or fragmented data
• Inefficient or duplicated technology investment
• Lower employee productivity, engagement, retention and confidence in digital tools
• Reduced competitiveness and weaker bid performance
• Failure to deliver the business strategy and growth
Mitigating actions
• Group Naturally Digital strategy and prioritised roadmap
• Defined digital operating model (ownership, stewardship, standards, decision rights)
• Standardisation on core platforms and approved toolset
• Structured adoption, engagement and change plans for all priority initiatives
• AI policy, governance and practical operating guidance
• Measurement of value realisation (productivity, safety, commercial outcomes)
9
Cyber security
Risk owner
Chief Information Officer and Chief
Operating Officer
Impact on strategic priority
• Growth
• Performance
Description
Cyber threats – including ransomware, phishing, unauthorised access, supply chain compromise,
malicious or uncontrolled use of AI, and the convergence of Operational Technology and IT.
These could disrupt Kier’s operations and lead to the denial of service as well as the loss or compromise
of sensitive commercial, employee or client data.
Risk appetite rationale
Kier operates in regulated, safety critical environments with increasing reliance on digital platforms
across sites and central functions. We have very low tolerance for cyber incidents that impact: safe
delivery on sites; availability of core systems; protection of client, employee and commercially sensitive
data; and compliance with contractual and regulatory obligations and accreditations.
Risk appetite statement
All technology, data and Operational Technology environments must meet defined security standards
aligned to Cyber Essentials/NCSC guidance and Kier security policies and supplier onboarding controls.
Minimum controls must be enforced across access, patching, monitoring, resilience and
incident response.
No new system, supplier or technology shall be introduced without IT and security approval.
Impact/actions
Potential impact
• Disruption to site operations or critical business services
• Loss or exposure of commercially sensitive bid, contract or employee data
• Failure of Operational Technology and systems supporting delivery of Group strategy
• Contractual penalties or loss of client confidence
• Regulatory breach (including data protection)
• Financial loss and reputational damage
Mitigating actions
• Layered, practical controls already embedded across IT and operations
• Central IT, security, architecture and supplier management oversight and onboarding
• Microsoft Entra ID with multi-factor authentication enforced across user access
• Vulnerability and patch management and tracking
• Central security monitoring with defined escalation routes
• Defined incident response process
• Tested backup and recovery capability for critical services
• Mandatory cyber training and phishing awareness campaigns
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
58
Strategic reportOverview Corporate governance Financial statements Other information
Managing risk and opportunity continued
10
Sustainability
Risk owner
Chief Operating Officer
Impact on strategic priority
• Growth
Description
Failure to identify and effectively manage sustainability risks and opportunities.
Our ability to win work and secure investment is dependent on delivering on our environmental,
social and governance (ESG) commitments.
Our approach to sustainability aims to safeguard our business and build a resilient environment,
community and profits over the long term.
Risk appetite rationale
Sustainability is at the heart of our purpose and informs everything we do at Kier. To successfully win
contracts, we must demonstrate we can meet environmental and social commitments, including
managing the risks and opportunities associated with climate change.
Risk appetite statement
Our sustainability framework, ‘Building for a Sustainable World’ (BfaSW), ensures that we address
the topics that are most important to our stakeholders across our three strategic pillars: Our People,
Our Places and Our Planet.
Impact/actions
Potential impact
• Failure to win work
• Failure to meet our BfaSW targets
• Failure to meet contractual requirements, investor expectations or regulatory requirements
• Not attracting or retaining people
• Reputational damage
Mitigating actions
• BfaSW framework and milestone plans – monitoring progress against targets and commitments
• Sustainability Leadership Forums
• Work with supply chain to help deliver our strategic pillars actions
• Sustainability data management systems
• ESG accreditation, data verification and benchmarks
• Climate scenario analysis
• ISO 14001 certification and embedded environmental best practice
11
Macroeconomic and geopolitical
Risk owner
Chief Executive
Impact on strategic priority
• Growth
• Resilience
• Performance
Description
Changes in macroeconomic and geopolitical conditions negatively impact on Kier, its workforce
and its clients. Potential fiscal moment.
Our ability to win and deliver projects is impacted by developments in the UK and global economy
which may arise from economic slowdown, interest rate rises, unemployment, inflation or UK political
and geopolitical instability, resulting in a reduction in, or pausing of, UK Government and private sector
spending in our selected markets.
Risk appetite rationale
Whilst economic and political conditions are outside of our control, our risk appetite is medium.
Our selected markets offer a counter cyclical opportunity and we also have a robust tender process,
operating model, financial position and a strong order book.
Risk appetite statement
We are disciplined by operating in selected markets and focusing on business where opportunities have
an acceptable risk. We continue to deliver our contracts, supported by our risk management framework
(three lines of defence), Operating Framework and best practice processes.
Impact/actions
Potential impact
• Reduced revenue or margins
• Project affordability
• Availability of labour and materials
• Increased supply chain insolvency risk
Mitigating actions
• Various market insights and intelligence relating to pricing, lead times
• Kier risk management framework
• Portfolio mix prevents exposure to single markets
• Well established customer relationships across Government and regulator sectors
• Two-stage Negotiation Contracts
• Infrastructure contracts are largely cost reimbursable
• Considerable risk is stepped down to the supply chain
• The Middle East scenario planning and modelling
Principal risks continued
Kier Group plc Annual Report and Accounts 2026
59
Strategic reportOverview Corporate governance Financial statements Other information
Non-financial and sustainability information statement and section 172(1) statement
Non-financial and sustainability information statement
The information below summarises how we comply with non-financial performance
and sustainability reporting requirements and is produced to comply with sections
414CA and 414CB of the Companies Act 2006 and signposts where in the Annual Report
you can find more information.
Reporting requirements Kier policy/standards
1
Read more
on page(s)
Anti-corruption
and anti-bribery
• Anti-Bribery and Corruption Policy
(including Gifts and Hospitality)
72
Employees
• Code of Conduct
• Diversity and Inclusion Policy
• Health, Safety and Wellbeing Policy
• Real Living Wage Policy
• Whistleblowing Policy
34–39
and 72
Environmental
matters
• Environmental Policy
• Sustainability Policy
40–50
Respect for
human rights
• Code of Conduct
• Anti-Slavery and Human Trafficking Policy
• Data Protection Policy
34 and 39
Social matters
• Sustainability Policy 30–43
Business model
• Description of the Group’s business model 12–13
Non-financial KPIs
• Description of the non-financial key performance
indicators relevant to the Group’s business
15
Principal risks
• Description of the principal risks relating to
the matters set out in section 414CB(1) of the
Companies Act 2006 arising in relation to the
Group’s operations, and how those principal
risks are managed
53–59
Climate-related
financial disclosures
• TCFD report 46–50
1. All the policies mentioned above are available on the Company’s website.
Implementation of policies
Online training on key policies (delivered offline where required) is carried out across
the Group and is refreshed biennially. The training modules include scenarios and tests
to enhance the understanding of, and compliance with, the policies by all employees.
All employees, contractors and third parties are encouraged to report any
circumstances where there is a suspected or actual breach of any of the policies,
applicable laws, or the standards as set out in the Code of Conduct, either through
their managers, the confidential ‘Speak-Up’ helpline (which is run by an independent
company, Safecall) or directly to the Corporate Compliance team. Further information
on whistleblowing can be found on page 72. Kier views infringements of the policies,
procedures and related guidance seriously and reserves the right to take disciplinary
action in the event of non-compliance. All reported incidences of actual or suspected
breach of any of the policies are promptly and thoroughly investigated.
The Executive Committee receives assurance via twice-yearly divisional and
functional management statements confirming the extent to which employees have
been provided access to our corporate policies, that appropriate training has been
undertaken as required and that there are no unreported breaches.
The Board, Risk Management and Audit Committee and Environmental, Social
and Governance Committee receive regular compliance updates from the Group
General Counsel.
Section 172(1) statement and stakeholder engagement
See page 69 for our S172 statement. This describes how the Directors have had regard
to stakeholders’ interests when discharging the Directors’ duties set out in section 172
of the Companies Act 2006. Our engagement activities with stakeholders and the
impact of those interactions are set out on pages 70–71.
This Strategic report on pages 4–60 was approved by the Board and signed on
its behalf by:
Stuart Togwell Tom Hinton
Chief Executive Chief Financial Officer
14 September 2026
Kier Group plc Annual Report and Accounts 2026
60
Strategic reportOverview Corporate governance Financial statements Other information
Improvements to the governance
framework during FY26 focused on:
• Progressing succession planning,
especially in achieving targets on
gender balance
• Continuing the Group’s preparedness
for Provision 29 of the 2024 UK Corporate
Governance which will apply in FY27
• Reviewing the risk management
framework and principal risks, with new
digital technology and AI risk added
Promoting our culture
A strong and clearly defined culture is
fundamental to Kier’s long-term success
and underpins the delivery of its strategic
priorities. This year, the Board engaged
directly with colleagues through site visits,
Visible Leadership Tours and workforce
engagement activities, gaining valuable
insight into the experiences, opportunities
and challenges across the Group.
The Board received regular updates on
culture, leadership effectiveness, diversity
and inclusion, employee engagement
and the renewed health, safety and wellbeing
strategy. Recognising that everyone has
a role in creating a safe and inclusive
workplace, the Board views health and
safety as a core cultural value and an
important indicator of organisational
effectiveness. It therefore continued to
monitor progress against the Group’s
health and safety objectives and the
initiatives designed to strengthen behaviours,
accountability and performance.
The Board promotes culture through the
ESG Committee and its oversight of Kier’s
sustainability strategy, which identifies
‘Our People’ as one of its three strategic
pillars. This reflects the Board’s belief that
On behalf of the Board, I am pleased to
present our Corporate governance report
for the year ended 30 June 2026.
This section details how we have applied
the principles of the UK Corporate Governance
Code and highlights the Board’s and its
Committees’ key activities and decisions
during the year to support our long-term,
sustainable success.
Evolving our strategy
FY26 delivered a strong performance
against the Group’s strategy. With
significant investment in our markets
expected over the next 10 years and
beyond, the Board continued to
review and challenge the Group’s
strategic pillars. With substantial growth
opportunities available to us, we are
clear that any anticipated growth needs
to be balanced against risks, challenges
and stakeholder views.
It is with this approach that we reviewed
the Group’s strategy and capital allocation
policy, leading to the Board approving
the evolved strategy and a £25m share
buyback programme, and supporting
the decision to reallocate capital from the
Property portfolio over the next three years.
Corporate governance
and risk management
Our high standards of governance and
risk management frameworks underpin
the Group’s resilience and long-term success.
We also recognise that maintaining these
standards is dependent on their continual
scrutiny and evolution. Core to this is
strengthening individual accountability
and our control environments.
Our focus remains on continually
improving Kier’s corporate
governance framework so that
it supports our evolving strategy
and ensures our long-term
sustainable success.”
Matthew Lester
Chair
a positive culture, underpinned by shared
values and a commitment to health, safety
and wellbeing, is critical to delivering
sustainable performance and positive
social and environmental outcomes.
Understanding our stakeholders
The Board continued to develop its
understanding of stakeholders through
direct and indirect engagement, building
the insights from such engagement
into the Boardroom discussions and
decision-making.
Board changes and effectiveness
In continuation of our succession planning,
we saw a number of changes to the Board.
Stuart Togwell was appointed as CEO,
Tom Hinton as CFO and Anne Baldock
as a Non-Executive Director and, later,
Chair of the Remuneration Committee
when Margaret Hassall retired from the
Board in May 2026. I would like to take this
opportunity to thank their predecessors
for their invaluable contributions to Kier
during their tenures.
The FY26 Board effectiveness evaluation
was conducted internally once again
in year two of our three-year cycle.
The findings concluded that the Board
remains effective and collectively has
the appropriate skills and experience
to guide and shape the Group.
I extend my thanks to the members
of the Board, the Executive Committee,
our colleagues across the business
and our stakeholders for their valued
contribution and continued support.
Matthew Lester
Chair
Chair’s introduction to corporate governance
Maintaining strong governance to support our next phase of growth
Kier Group plc Annual Report and Accounts 2026
61
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance overview
UK Corporate Governance Code 2024 compliance
The Board considers that the Company has complied with the applicable principles and provisions of the UK Corporate Governance Code 2024 (the Code) during the year.
It has prepared to be compliant with Provision 29 of the Code in FY27.
Details of how the Company has applied the Principles are set out in this Annual Report, as listed below:
Principles of the Code
Read more
on page(s)
Board
leadership
and company
purpose
A. Board’s role 63-72
B. Company’s purpose, values, strategy and culture 2-50
C. Governance reporting on decisions and outcomes 47-50
and
63-121
D. Shareholder and stakeholder engagement 60 and
69-72
E. Workforce policies and practices, and workforce concerns 34-39, 70
and 72
Division of
responsibilities
F. Chair’s role 63
G. Board balance and division of responsibilities 63
H. Non-Executive Directors’ time and role 63-72
I. Information, processes and resources 63
Principles of the Code
Read more
on page(s)
Composition,
succession
and evaluation
J. Board appointments 79-80
K. Board and Committee composition, skills and tenure 64-65
L. Board evaluation 81
Audit, risk and
internal control
M. Policies and procedures for internal and external audit 76-77
N. Fair, balanced and understandable assessment 76
O. Risk and internal control framework, risk assessment
and management
51-53,
61-63 and
73-77
Remuneration
P. Remuneration policies and practices 85-117
Q. Director and senior management remuneration 85-117
R. Independent judgement and discretion
on remuneration
85-117
Key decisions
• Approved the evolved strategy, following significant consideration of how to best
support long-term value creation
• Approved a £25m share buyback programme in FY26
• Reviewed the capital allocation policy
• Approved appointments to the Board and Executive Committee to enhance
leadership for Kier’s next phase
Key outcomes
• 7.8p per share paid to shareholders in FY26 (FY25: 7.2p)
• 10,476,317 shares bought back through the share buyback programmes in FY26
• Stuart Togwell appointed as Chief Executive and Tom Hinton appointed
as Chief Financial Officer
See page 67 for key activities undertaken by the Board during FY26
Kier Group plc Annual Report and Accounts 2026
62
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance overview continued
Shareholders
• Formal and informal feedback and data analysis provide the view of the Company’s owners
• A variety of internal and external sources provide insights and data
Board
• Accountable to shareholders and responsible for promoting the long-term success of the Group
• Provides leadership of the Group, establishing the purpose, values and strategy
• Monitors the implementation of the strategy and the safety, financial, operational,
environmental and social performance of the Group
• Ensures that appropriate risk management systems and internal controls are in place
• Sets and monitors the Group’s ethics and culture
• Ensures good corporate governance practices are in place
The decisions which can only be made by the Board are clearly defined in the Schedule
of Matters Reserved for the Board, which is available on the Company’s website.
Board
Committees
The Board Committees support the Board’s work through the delegation of responsibilities. These are clearly defined in agreed Terms of Reference, which are available on
the Company’s website.
Risk Management and Audit Committee
• Oversees financial reporting procedures,
systems of internal controls and risk
management, the internal audit function
and the effectiveness of the
external auditors
For more information about this
Committee, see pages 3-78
Nomination Committee
• Makes recommendations to the Board regarding
the structure, size, composition and succession
needs of the Board and its Committees
• Oversees succession planning for Directors
and the Executive Committee
For more information about this Committee,
see pages 79-81
Environmental, Social and
Governance Committee
• Reviews the Group’s strategy with respect
to safety, environmental and social
matters and ethical business practice
For more information about this
Committee, see pages 82-84
Remuneration Committee
• Sets the Group’s Remuneration Policy
for Directors
• Sets and monitors the level and structure
of remuneration for the Executive
Directors and other senior executives
For more information about this
Committee, see pages 85-117
Executive
Committee
• Supports the Board by implementing the strategy
• Takes responsibility for Group performance
• Takes accountability for performance of the business divisions, in line with the Operating
Framework and the Group’s Delegated Authorities
• Reviews and approves material operational matters, including safety,
people, IT, digital, business assurance and compliance, environment,
social and wellbeing
Biographical information about our Executive Committee members can be
found on our website.
Operational
Committees and
Steering Groups
• Support the Executive Committee
• Including the Group Risk and Opportunities Committee, the Investment Committee,
the Group Tender Risk Committee and Sustainable Leadership Forums
Membership comprises Executive Committee members, together with senior leaders and
subject matter experts, selected according to the remit and responsibilities of each committee
or forum. These bodies operate as management committees and forums in support of the
Executive Committee and do not constitute Board Committees.
Find more
information on
our website
Governance framework and division of responsibilities
Our governance framework empowers the Board to support the Group’s delivery of its strategy effectively and efficiently, through informed decision-making, appropriate
delegation and robust oversight of key matters.
The individual responsibilities of the Chair, Chief Executive, Chief Financial Officer, Senior Independent Director, Non-Executive Directors and the Company Secretary are clearly
defined to ensure appropriate accountability and oversight. For further information, please refer to the corporate website.
Kier Group plc Annual Report and Accounts 2026
63
Strategic reportOverview
Corporate governance Financial statements Other information
Board of Directors
Skills, experience and contribution
• With substantial strategic and
financial experience, through senior
finance roles at Diageo plc, as Group
Finance Director of ICAP plc and
Chief Financial Officer of Royal Mail plc,
Matthew provides effective leadership
to the Board in support of delivering
the Group’s strategic priorities
• Significant non-executive director
experience from former appointments
with Man Group plc, Barclays PLC and
Capita plc
• A chartered accountant
Principal current
external appointments
• Non-Executive Director and Chair of
the Audit Committee of Intermediate
Capital Group plc
• Non-Executive Chairman
of Czarnikow Group Limited
Skills, experience and contribution
• A people and customer-focused
leader, delivering major construction,
infrastructure and development
projects for more than 30 years
• Stuart has a deep-rooted knowledge
of the sector, working with central
government, local authorities, registered
providers and arm’s length bodies:
notably, supporting the creation of
the Construction Playbook
• Wealth of experience means Stuart
is well placed to enable Kier to
support the ambitions set out
in the UK Government’s 10-Year
Infrastructure Strategy
• A strong track record of business
transformation, shaping Kier’s corporate
strategy, and leading and growing
Kier’s Construction business and
market positions in public and
private sector
• Formerly Group Commercial Director
at Kier and Wates Group Limited
• A chartered surveyor
Principal current
external appointments
• Deputy Co-Chair of the
Construction Leadership Council
Skills, experience and contribution
• Extensive financial and corporate
experience from his former senior
roles within supply chain logistics
supporting the retail, building supply,
energy infrastructure and defence
sectors, as well as previous roles
in the renewable energy and
insurance sectors
• With significant experience in financial
strategy, cost management and capital
allocation, he brings his expertise to
drive further improvements in Kier’s
financial performance and deliver
sustainable growth
• Most recently, Tom was Interim
Chief Executive Officer at Wincanton
(now part of GXO), having served as
its Chief Financial Officer since 2022.
He was Group Chief Financial Officer
at WE Soda Limited; prior to which,
he held Group Chief Financial Officer
roles at Domestic and General Ltd
and Infinis Energy plc
• Tom is a member of the Chartered
Institute of Management Accountants
Principal current
external appointments
• None
Skills, experience and contribution
• Experience of the construction
sector through her former role
as a Non-Executive Director of
Vistry Group PLC
• With significant commercial and
operational experience through
senior leadership positions within
the aviation industry, Chris brings a
wealth of knowledge and experience
to the Board and the role of Senior
Independent Director
• Previously Chief Operating Officer of
easyJet plc, where she also separately
served as its Non-Executive Director,
Non-Executive Director of Norwegian
Air Shuttle AS and Non-Executive
Director of Constellium SE
• Doctorate of Science (Honorary)
for Leadership in Management
from the University of Ulster
Principal current
external appointments
• Senior Independent Director
of C&C Group plc
• Non-Executive Director of AGS
Airports Limited
Matthew Lester
Chair
Tenure on Board: 6 years, 8 months
Independent: Yes (on appointment)
RN
E
RA
Chris Browne OBE
Senior Independent Director
Tenure on Board: 4 years
Independent: Yes
E N R
RA
Tom Hinton
Chief Financial Officer
Tenure on Board: 8 months
Independent: No
Stuart Togwell
Chief Executive
Tenure on Board: 1 year, 11 months
Independent: No
N
Skills, experience and contribution
• Significant operational experience
of project development and delivery
of large-scale infrastructure projects
in public and private sectors through
her roles as Chief Projects & Development
Officer at Anglo American plc and
Chief Executive Officer at AWE plc
and at Halcrow
• From her in-depth experience of
oversight of civil engineering and
contracting, safety, diversity and
inclusion, and sustainability matters,
Alison is well positioned to help
progress Kier’s ESG agenda
• A chartered civil engineer and
a Fellow of the Royal Academy
of Engineering
Principal current
external appointments
• Member of the executive leadership
team at Anglo American plc as
Chief Projects & Development Officer
• Director of De Beers plc (a subsidiary
of Anglo American plc)
Alison Atkinson FREng, MICE CEng
Non-Executive Director
Tenure on Board: 5 years, 9 months
Independent: Yes
E RN
RA
Kier Group plc Annual Report and Accounts 2026
64
Strategic reportOverview
Corporate governance Financial statements Other information
White British/
other White
7
Asian/
Asian British 1
Board ethnic diversity
(as at 14 September 2026)
Male 5
Female 3
Board gender diversity
(as at 14 September 2026)
Board of Directors continued
Skills, experience and contribution
• Having in-depth knowledge and
experience in operational delivery,
engineering and infrastructure services
through his previous roles in senior
management and engineering positions
in the water, waste and renewables
sectors and from his current
Non-Executive Director appointment
at Bazalgette Tunnel Limited (the
company delivering the Thames
Tideway Tunnel project), Mohammed
is of great value to the Board,
particularly as the water sector is
important to Kier’s growth agenda
• An Executive Director at Wessex
Water and Vice-Chair at Bristol
University until 2022
• Associate Fellow of the Institution
of Chemical Engineers, Fellow of the
Chartered Institution of Water and
Environmental Management and
Chartered Member of the Institution
of Environmental Sciences
Principal current
external appointments
• Non-Executive Director of Bazalgette
Tunnel Limited
• Chair of Bristol Climate and Nature
Partnership CIC
• Chair of Bristol Future Talent Partnership
• Lord-Lieutenant of the County
of Somerset
Skills, experience and contribution
• Clive’s significant experience in
financial matters, through senior
finance positions both in the UK
and overseas, latterly as the Group
Finance Director of Spectris plc,
brings depth to the Board’s oversight
of Kier’s financial governance and
risk management
• Experience of the engineering sector
through his roles at Borealis AG and
Spectris plc, and as a Non-Executive
Director at Spirax-Sarco Engineering plc
• Detailed knowledge of systems of risk
management and internal control
• A chartered accountant
Principal current
external appointments
• Senior Independent Director
and Chair of the Audit Committee
of Breedon Group plc
• Non-Executive Director and Chair
of the Audit and Risk Committee
of discoverIE Group plc
• Senior Independent Director
and Chair of the Audit and
Risk Committee of Trifast plc
Mohammed Saddiq
Non-Executive Director
Tenure on Board: 2 years, 8 months
Independent: Yes
E RN
RA
Clive Watson
Non-Executive Director
Tenure on Board: 6 years, 5 months
Independent: Yes
E RN
RA
Skills, experience and contribution
• Anne’s substantial experience in
the infrastructure sector, from her
executive career as a lawyer at Allen
& Overy LLP, where she was a partner
from 1990 to 2012, and from her later
non-executive roles for a variety of
companies operating in our sector,
such as energy, nuclear and water,
is of great value to Kier and enhances
the sector experience of the Board
• Broad experience of business
operations and of driving growth,
new ways of working and culture
change, particularly from her roles
at Allen & Overy as Global Head of
the Projects, Energy and Infrastructure
Group and as a member of the
Global/Main Strategic Board
Principal current
external appointments
• Senior Independent Director
and Chair of the Remuneration
Committee of Pantheon
Infrastructure plc
• Non-Executive Director of The Royal Mint
Anne Baldock
Non-Executive Director
Tenure on Board: 1 year, 2 months
Independent: Yes
E RN
RA
Board Committees key:
E
Environmental, Social and Governance
N
Nomination
R
Remuneration
RA
Risk Management and Audit Chair of the Committee
Independent
75%
Non-independent
25%
Board independence
(as at 14 September 2026)
0 to 3 years 4
3 to 6 years 2
6 to 9 years 2
Board tenure
(as at 14 September 2026)
Board composition
Diversity of knowledge, experience and background provides varied
perspectives to inform robust discussion and decision-making in
the Boardroom.
Board skills matrix (as at 14 September 2026)
Board corporate governance and regulatory
Executive and strategic leadership
Financial acumen
People and remuneration
Risk management and internal controls
Industry
ESG
Health and safety
Government contracting
Technology
6/8
6/8
6/8
5/8
5/8
4/8
5/8
6/8
3/8
2/8
Kier Group plc Annual Report and Accounts 2026
65
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance
Board and Committee meeting attendance (scheduled meetings)
Board
Environmental,
Social and
Governance
Committee
Nomination
Committee
Remuneration
Committee
Risk
Management
and Audit
Committee
Alison Atkinson
1
5/6 4/4 3/3 4/5 3/4
Anne Baldock 6/6 4/4 3/3 5/5 4/4
Chris Browne 6/6 4/4 3/3 5/5 4/4
Andrew Davies
2
2/2 – 2/2 – –
Margaret Hassall
3
5/6 3/4 3/3 4/5 3/4
Tom Hinton
4
2/2 – – – –
Simon Kesterton
5
3/4 – – – –
Matthew Lester 6/6 4/4 3/3 5/5 4/4
Mohammed Saddiq 6/6 4/4 3/3 5/5 4/4
Stuart Togwell
6
6/6 – 1/1 – –
Clive Watson 6/6 4/4 3/3 5/5 4/4
1. Alison Atkinson was unable to attend the July 2025 Board, Remuneration Committee and RMAC meetings
due to prior business commitments.
2. Andrew Davies, an Executive Director, stepped down from the Board in October 2025.
3. Margaret Hassall stepped down from the Board in May 2026. She was unable to attend the September 2025
meetings due to prior business commitments.
4. Tom Hinton, an Executive Director, was appointed to the Board in January 2026.
5. Simon Kesterton, an Executive Director, stepped down from the Board in December 2025. Simon recused
himself from the December 2025 Board meeting.
6. Stuart Togwell, an Executive Director, was invited to attend the Nomination Committee from November 2025.
Board activities
The Board met six times during the year. Additionally, the Board held dedicated
discussions to consider, and approve, the half year and full year trading updates.
The Chair, in conjunction with the Chief Executive and Company Secretary, establishes
a Board forward agenda that combines regular monitoring activities with prominent
strategic matters for effective performance and governance.
Regular monitoring activities
• Strategy, including investor, competitor and order book updates
• Business updates, including balanced scorecard
• Finance, including financial performance
• Naturally Digital, including supplier/partner update
• People and culture, including D&I update
• Governance, including horizon scanning and whistleblowing reports
FY26 Board strategy meeting
The Board convened for two days in May 2026 for its annual strategy meeting,
attended by members of the Executive Committee and the Chief of Staff. The session
provided dedicated time for the Board to review and challenge the evolution of the
Group’s strategy, ensuring it remained focused on delivering sustainable long-term
value for shareholders and other stakeholders. The Board encouraged open and
constructive debate, rigorously testing management’s assumptions, proposals
and priorities ahead of formal approval and implementation.
The Board reviewed progress against the Group’s long-term sustainable growth
ambitions and considered opportunities to accelerate value creation through a
clearer and more focused strategic framework. Discussions included the development
of the end-to-end value creation framework, the strategic positioning and growth
opportunities across both the Infrastructure and Construction, the future direction of
the Property business, and the role of a refreshed Group brand in strengthening
differentiation in the market and supporting stakeholder engagement.
The Board also considered the strategic objectives underpinning the evolved
strategy and the key enablers required to support successful delivery, including
digital transformation, operational excellence, talent and culture, capital allocation
and balance sheet strength. In addition, the Board discussed geopolitical developments,
including events in the Middle East and other external factors which could affect market
conditions, supply chains and operational resilience, and considered the actions
required to maintain flexibility and support the long-term resilience of the business.
Stakeholder perspectives formed an important part of the Board’s deliberations.
The Board discussed opportunities to enhance investor engagement and improve
understanding of the Group’s investment proposition, enabling greater insight into
shareholder views on strategy and capital allocation priorities. It also considered
the importance of maintaining strong customer relationships and engagement with
UK Government and regulated-sector clients while implementing strategic change.
In addition, the Board recognised that successful execution of the strategy would
require continued investment in leadership capability, culture, digital skills and employee
engagement, with careful consideration given to the impact of change on colleagues
across the Group.
The meeting concluded with a clear set of actions for management to refine elements
of the evolved strategy and supporting implementation plans. The Board endorsed the
overall strategic direction of the Group and the actions required to translate ambition
into execution, promoting the long-term sustainable success of Kier and the creation
of value for customers, employees, shareholders and wider stakeholders.
Kier Group plc Annual Report and Accounts 2026
66
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance continued
Strategic priorities
1
Growth
2
Resilience
3
Performance
Principal risks and uncertainties
1
Health, safety and wellbeing
2
Legislation and regulation
3
Financial strength
4
Order book
5
Contract management
6
People
7
Supply chain
8
Digital technology and AI
9
Cyber security
10
Sustainability
11
Macroeconomic and geopolitical
Stakeholders
1
Customers
2
Employees
3
Delivery partners
4
Shareholders
5
Financial services providers
6
Communities and society
Key activities undertaken by the Board during FY26
Link to principal risks
and uncertainties
Stakeholders
considered
Governance
1
2
3
Considered the diversity of the Board and Executive Committee when making appointments
Approved the appointment of the CEO and CFO and considered Board and senior leadership
succession plans
Conducted an internal Board performance evaluation
Approved the Modern Slavery Statement
Reviewed and confirmed the independence of the Directors
Strategy
1
2
3
Developed and evolved the strategy to support long-term value creation
Monitored the progress of the Naturally Digital transformation programme
Considered the reallocation of capital from the Property portfolio
Customers and suppliers
1
2
3
Received regular operational updates, including impact, risk and opportunity assessments
Reviewed independent customer insight to inform discussions on strategy, operational
performance and growth opportunities
Finance
2
3
Reviewed and revised the capital allocation strategy as part of the evolved Group strategy
Approved a £25m share buyback programme
Approved the half and full year results, Annual Report and Accounts, and dividends
Approved the strategic budget for FY27
Approved the Tax Strategy Statement
Risk
1
2
3
Reviewed and updated the principal risks to align with evolved strategic priorities –
Considered technology and AI as critical enablers to the Group, adding them to the principal risks
Received regular updates on events that could affect operational resilience
People and culture
1
2
3
Reviewed the output from our annual employee engagement survey
Monitored the effectiveness of the health, safety and wellbeing strategy and reviewed the
related internal communication and culture programme
Kier Cares: health, safety and wellbeing
1
2
3
Conducted site visits to multiple locations through the Visible Leadership Tour programme
2
6
2
3
3
6
2
3
2
66
3
2
7
10
2
4
6
2
3
3
4
11
1
2
3
5
6
8
9
1
2
3
3
6
11
2
3
5
4
5
7
1
3
4
4
5
1
3
3
11
3
5
3
3
5
2
3
3
6
3
4
11
2
3
5
2
3
3
6
1
2
3
4
5
6
8
1
2
3
3
7
11
1
3
6
6
2
1
6
1
2
4
1
5
6
1
2
4
Kier Group plc Annual Report and Accounts 2026
67
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance continued
Board effectiveness review
The Chair is responsible for ensuring that the Board remains balanced, appropriately
skilled and effective in discharging its responsibilities. The effectiveness of the Board
and its Committees is assessed annually through a three-year review cycle comprising
two internally facilitated reviews followed by an externally facilitated review. This approach
enables the Board to monitor progress against agreed actions each year while benefiting
periodically from independent external challenge and benchmarking. FY26 represented
the second year of the current review cycle. An externally facilitated Board effectiveness
review will be undertaken during FY27.
Year 1: 2025 internal review
The FY25 review considered progress against the recommendations arising from
the FY24 externally facilitated review. Areas of focus included culture, stakeholder
engagement, oversight of strategic objectives and performance measures,
and the effectiveness and quality of Board meetings.
The review concluded that the Board continued to operate effectively, with constructive
challenge, open discussion and strong engagement from Directors. A number of actions
were identified to enhance Board effectiveness further and were incorporated into the
Board’s objectives and forward agenda. The Board is satisfied that good progress has
been made in these areas during FY26.
Area of focus for FY26 Progress in FY26
Focus on our actions to
drive growth in the business
The Board focused on embedding appropriate
leadership, financial and strategic resources to support
planning and implementation of actions to support
long-term sustainable growth.
Continual monitoring of
progress with achieving
our long-term sustainable
growth plan
The Board scrutinised growth outcomes in the year and
considered levers to enhance performance against the
growth plan. It supported and challenged the evolution
of the Group’s strategy.
Greater visibility
of customer input
and feedback
The Board encouraged and received feedback from
customers directly and indirectly throughout the year,
which informed decision-making and developed
further understanding of the Group’s successes and
opportunities, as well as views on competitors.
Year 2: 2026 internal review
The FY26 review was internally facilitated by the Chair and Company Secretary.
Feedback was sought from all Directors and regular attendees through a structured
questionnaire and follow-up discussions covering Board composition, meeting
effectiveness, quality of information, stakeholder engagement, strategic oversight,
culture, succession planning, training and development, and the effectiveness of
Board Committees.
The review concluded that the Board continues to operate effectively, providing
robust oversight of the Group’s strategy, performance, risk management and
governance arrangements. Directors considered Board discussions to be open,
constructive and appropriately challenging, with strong support from management
and good quality information provided to facilitate effective decision-making.
The review also identified a number of areas for continued focus during FY27,
which will be monitored throughout the year and assessed as part of the
forthcoming externally facilitated review.
Areas of focus in FY27
Ensure that appropriate leadership, financial and strategic resources are
in place to support the successful execution of the updated Group strategy.
Monitoring delivery of growth targets and financial performance.
Further increase focus on stakeholder engagement, competitor developments
and external market developments.
The Committee effectiveness reviews similarly concluded that each Committee
continued to operate effectively and discharge its responsibilities appropriately.
Further details, including Committee-specific priorities for FY27, are provided in
the relevant Committee reports on pages 73–117.
Board development and training
The Board is committed to continuous development to ensure Directors maintain the
skills and knowledge required to oversee the Group effectively. During FY26, Directors
received briefings from internal and external experts on topics aligned to the Group’s
strategy, principal risks and governance obligations, including artificial intelligence,
contract accounting and management, and the Workers Protection Act. The Board
also participated in a programme of Visible Leadership Tours across operational sites,
providing valuable insight into the experiences of colleagues, customers and supply-chain
partners and helping to inform discussions on strategy, culture, operational
performance and risk management.
Kier Group plc Annual Report and Accounts 2026
68
Strategic reportOverview
Corporate governance Financial statements Other information
The references below expand on how we engaged with our key stakeholders during
the year, what we have heard and how those insights influenced our discussions,
decisions and actions.
Section 172 duties Disclosure
Read more
on page(s)
A. The likely consequences
of Board decision-making
in the long term
Company purpose
Our strategic priorities
Our business model
2
9
12-13
B. The interests of
our colleagues
Our people
Stakeholder engagement
34-39
69-72
C. The need to foster our
business relationships
with suppliers, customers
and others
Principal risks
Stakeholder engagement
Our people (supply chain and
modern slavery)
Responsible payment practices
53-59
69-72
34-39
29
D. The impact of our
operations on the
community and
the environment
ESG report
Stakeholder engagement
ESG Committee report
30-50
69-71
82-84
E. The desirability of
maintaining a reputation
for high standards of
business conduct
Culture, safety and responsible business
Managing risk and opportunity
Directors’ Remuneration report
5 to 8
51 to 59
85 to 117
F. The need to act fairly
between shareholders
Directors’ report (Annual General
Meeting, shareholder rights) 118 to 121
Corporate governance continued
Engaging with our stakeholders
Section 172 statement
In accordance with section 172(1) of the Companies Act 2006, Directors must act in
the way they consider, in good faith, would be most likely to promote the success
of the Company for the benefit of its members as a whole.
The Board recognises that long-term success depends on maintaining strong relationships
with the people and organisations that matter most to Kier. We understand and balance
the interests of our stakeholders, including our colleagues, customers, suppliers,
shareholders, communities, Government and industry partners. Stakeholder perspectives
are considered throughout the Board’s decision-making process and help inform the
Group’s strategy, priorities and actions.
To support informed decision-making, all material matters submitted to the Board
include an assessment of the potential impact on key stakeholder groups. This analysis
assists Directors in discharging their duties under section 172 and provides assurance
that stakeholder interests have been appropriately considered alongside the likely
short, medium and long-term consequences of decisions.
The Board performs its duties through regular strategy reviews, consideration of
stakeholder feedback, assessment of significant investment and capital allocation
decisions, evaluation of risks and opportunities, and engagement with stakeholders,
including colleagues, both directly and through management. Conversations like
these provide valuable insight into the opportunities and risks facing the business
and help to inform our discussions and decision-making. Independent insight is also
obtained through employee surveys, shareholder and investor engagement, external
advisers and ongoing Director development and training. Details of the Board’s
principal activities and decisions during FY26 are set out on pages 66–67.
The perspectives we gathered during the year helped shape a number of important
Board discussions, including the evolution of our strategy, our capital allocation priorities,
the ongoing roll out of our Naturally Digital transformation programme, and initiatives
to strengthen customer and employee engagement. In considering these, we have
sought to balance the interests of different stakeholder groups while remaining
focused on creating sustainable long-term value.
Examples of how the Directors have oversight of stakeholder matters and had regard
for these matters when making decisions is included throughout this Annual Report.
Case studies illustrate how the Board applied the section 172 factors during FY26
and how stakeholder perspectives influenced key discussions and decisions. Further
information on our key stakeholders and engagement activities and the matters
raised during the year is set out on pages 70–71.
This statement is incorporated by reference into the Strategic report.
Kier Group plc Annual Report and Accounts 2026
69
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance continued
We are a customer-first business focused on developing
strategic partnerships to deliver better outcomes for those
who use, operate and benefit from the infrastructure we create.
How Kier engages
Kier maintains regular engagement with public and private
sector customers through strategic account reviews, framework
discussions, project visits, and customer satisfaction surveys
throughout the project lifecycle.
Engagement with Government customers remained a priority,
including our Executive Committee presenting to c.30 Government
bodies at our ‘One Government Day’, ongoing dialogue
with Government departments and hosting Cabinet Office
representatives at our Birmingham Highways contract.
Stuart Togwell also undertook extensive customer engagement
following his appointment as CEO to understand customer
priorities, expectations and future challenges. The Group also
commissioned an independent Ipsos perception audit, gathering
insight from a broad cross-section of customers and external
stakeholders to better understand Kier’s reputation, strengths
and opportunities for improvement.
How the Board engages
The Board receives regular updates on customer satisfaction,
NPS performance, key account developments and market trends,
while Directors also engage directly through site visits, customer
meetings and interactions with customer-facing teams.
What we heard
Customers emphasised safe delivery, programme certainty
and value for money, alongside increasing demand for
innovation, digital capability and measurable outcomes.
Influence on Board discussions and actions
Customer insight informed Board discussions on strategy,
operational performance and growth opportunities, reinforcing
the Group’s focus on operational excellence, outcomes-led
delivery and disciplined project selection. It also supported
continued investment in Naturally Digital as a key enabler of greater
productivity, efficiency and improved customer outcomes.
Our colleagues are at the heart of Kier’s success. Attracting,
developing and retaining talented people are essential
to delivering our strategy, supporting our customers and
maintaining our strong culture.
How Kier engages
Kier engages with employees through the annual Your
Voice survey, ‘ExCo Live’ town halls, employee forums, site
visits and stand-downs, the annual Pride of Kier awards,
comprehensive development programmes and engagement
with emerging talent across the business. During the year, Stuart
Togwell undertook ‘listening circles’ and employee roadshows
across the UK following his appointment as Chief Executive
to understand the issues that matter most to colleagues and
share his vision for Kier’s future.
How the Board engages
The Board closely monitors employee engagement and
health, safety and wellbeing performance through regular
reporting and meeting our people. Performance in these
areas forms part of Executive remuneration measures,
reinforcing accountability for maintaining a safe, inclusive
and engaged culture. Additionally, in FY26, the Chair met
14 next-generation senior leaders to assess leadership
capability and readiness to deliver Kier’s future strategy.
What we heard
Employees highlighted the importance of career development
and progression opportunities, recognition for individual and team
contributions, leadership visibility and open communication.
Colleagues also emphasised the importance of health, safety
and wellbeing, alongside access to better digital tools and simpler
processes to help them work more efficiently and productively.
Influence on Board discussions and actions
Employee feedback informed Board discussions on culture,
leadership, capability and workforce engagement. This
resulted in continued investment in skills and leadership
development, a sustained focus on health, safety and
wellbeing, and the roll out of Naturally Digital to simplify
processes, improve productivity and enhance the employee
experience. These areas remain an important measure of
the Group’s long-term success and the Board continues to
monitor progress through regular review of key indicators.
Our suppliers, subcontractors, consultants, joint venture and
strategic partners are critical to the successful delivery of
our projects, extending our capabilities, providing specialist
expertise and supporting long-term value creation.
How Kier engages
Kier engages regularly with delivery partners through
supplier forums, strategic partner engagement, joint
venture boards, project reviews and direct engagement to
share insight, understand delivery challenges and explore
innovation. Engagement during the year included direct
engagement between Stuart Togwell and key partners, as
well as broader leadership visits to supplier and technology
partner facilities, collaborative workshops and hackathons
with Microsoft, as well as ongoing engagement with joint
venture partners on operational, social value, environmental
and charitable initiatives.
How the Board engages
The Board receives regular updates on supply chain
performance, strategic partnerships and joint venture
activities, and engages with partners through site visits,
major project reviews and stakeholder events.
What we heard
Partners highlighted the importance of collaborative
relationships, pipeline visibility, productivity, simplification,
innovation, digital capability and safe, efficient delivery.
Influence on Board discussions and actions
Feedback from partners informed Board discussions
on operational performance, innovation and long-term
capability development. This supported continued investment
in digital capability and productivity initiatives, including
the strategic partnership with Unisys and Microsoft and
the roll out of Naturally Digital, helping improve efficiency,
collaboration and outcomes for customers, partners and
project teams.
Customers Employees Delivery partners
Kier Group plc Annual Report and Accounts 2026
70
Strategic reportOverview
Corporate governance Financial statements Other information
Shareholders
Corporate governance continued
Our financial services providers play an important role in
supporting the Group’s long-term growth, providing access to
the funding, liquidity and bonding capacity required to deliver
our strategy and support customers across our markets.
How Kier engages
The Executive Directors and the Head of Treasury & Insurance
maintain regular engagement with banks, surety providers,
credit rating agencies and other financial stakeholders through
meetings, performance updates and financing discussions.
The Group also engages with investors, lenders, regulators
and industry bodies on emerging sustainability reporting
and transition finance developments.
How the Board engages
The Board receives regular updates on activities with Treasury,
funding arrangements, liquidity, credit ratings and relationships
with financial stakeholders.
What we heard
Financial stakeholders highlighted the importance of maintaining
a strong balance sheet, prudent capital allocation, liquidity,
financial flexibility and a clear long-term strategy. They also
emphasised the importance of predictable performance,
consistent delivery and ongoing financial discipline and
transparent disclosures.
Influence on Board discussions and actions
Feedback from financial stakeholders informed Board discussions
on financial resilience, capital allocation, funding requirements
and sustainability reporting. This supported the successful
refinancing of the Group’s Revolving Credit Facility, increasing
committed funding from £150m to £190m, while reinforcing
a focus on balance sheet strength, disciplined financial
management and transparent disclosure. These actions
strengthened confidence among financial stakeholders,
contributing to Standard & Poor’s upgrade to BB+ and
Fitch assigning a Positive Outlook to its existing BB+ rating,
while supporting continued access to funding and
bonding capacity.
The infrastructure we deliver is embedded within local
communities. Engaging with those who live, work and benefit
from our projects helps us minimise disruption, understand
local priorities and maximise lasting social, economic and
environmental value.
How Kier engages
Kier engages with communities through project consultations,
stakeholder engagement, volunteering, education outreach
and employability programmes. Engagement takes place
throughout the project lifecycle, helping stakeholders
understand planned activities, provide feedback and identify
opportunities to deliver employment, skills and community
benefits. The Kier Foundation, Kier’s independent charity,
works with voluntary and community organisations and
provides opportunities for our people and their families
to support and fundraise for good causes.
How the Board engages
Social value is measured and reported using the independent
‘Thrive’ social value calculator. The Board receives regular
updates on social value performance, community outcomes,
and environmental performance. Directors also gain insight
through site visits and engagement with project teams
delivering community and stakeholder initiatives.
What we heard
Communities highlighted the importance of minimising
disruption, supporting local businesses, employment and
skills opportunities, protecting the environment and delivering
positive outcomes for the areas in which Kier operates.
Influence on Board discussions and actions
Community feedback informed Board discussions on social
value, sustainability and responsible business practices. This
supported continued investment in social value initiatives,
community partnerships and environmental programmes,
while reinforcing the importance of delivering economic, social
and environmental value alongside project delivery. It also
strengthened the focus on ensuring projects leave a positive
and lasting legacy for the communities they serve.
Our shareholders provide the capital that supports Kier’s
long-term growth and success. Maintaining an open and
constructive dialogue helps us understand investor priorities,
communicate our strategy and performance, and build
confidence in the Group’s future direction.
How Kier engages
Kier maintains a comprehensive investor relations programme,
including regular meetings with institutional and retail investors,
results presentations, roadshows, site visits, the Annual General
Meeting (AGM) and ongoing engagement with shareholders
throughout the year. Investors also met individually with the
CEO and CFO following their appointments and attended
a visit to the Wanlip sewage treatment works to gain insight
into Kier’s capabilities and opportunities in the Water sector.
How the Board engages
The Board receives regular updates on shareholder engagement,
investor feedback, market sentiment and governance matters.
During the year, the Chair and Directors engaged with key
shareholders, including on the appointment of Stuart Togwell
as Chief Executive, and with major investors on governance,
strategy and long-term performance. The AGM provides
a further opportunity for direct shareholder engagement.
What we heard
Shareholders were supportive of Kier’s strategic direction and
continued transformation. Discussions focused on disciplined
capital allocation, sustainable growth in Infrastructure and
Construction, cash generation, shareholder returns and
the successful transition of executive leadership. Investors
also expressed interest in the Group’s position in long-term
growth markets, including water and infrastructure.
Influence on Board discussions and actions
Shareholder feedback informed Board discussions on strategy,
capital allocation and shareholder returns. This supported
the continued focus on disciplined investment, strong cash
generation and balance sheet strength, including an increase
in the dividend and continued investment in the Group’s core
growth markets. Engagement with investors also provided
valuable insight during the CEO and CFO transition process
and reinforced confidence in the Group’s long-term strategy
and leadership succession.
Financial services providers Communities and society
Kier Group plc Annual Report and Accounts 2026
71
Strategic reportOverview
Corporate governance Financial statements Other information
Corporate governance continued
Engaging with our people
The Board has considered the methods
of workforce engagement outlined in the
UK Corporate Governance Code 2024 and
decided that its alternative approach, a
programme of Visible Leadership Tours
(VLTs), remains most effective for the Group.
This programme builds upon a workforce
engagement mechanism that was already
active and aligns the Board’s workforce
engagement with the engagement
programme undertaken by senior
management. VLTs enable the Board to
engage with our people across different
sectors and locations and to interact
with individuals with a wide range of
skills, experiences and responsibilities.
Each Board member utilises their personal
knowledge and expertise when engaging
with our people, developing a deeper
understanding of the culture, achievements
and challenges across the Group to inform
Board discussion and decision-making.
In FY26, the Chair and Non-Executive
Directors completed 25 VLTs (FY25: 32),
visiting 24 locations to meet our people
across all of our businesses. These visits
were structured to provide attendees with
an overview of the project, a tour of the
active site, and formal and informal dialogue
with our people, with each visit tailored to
the project’s opportunities and challenges.
Our people were encouraged to speak
openly and honestly with Board members
about a wide range of topics of importance
to them, including Kier’s performance
and future, career development,
communication, and rewards and
benefits. Board members observed
the impact of our culture framework
and sustainability agenda on site.
An annual summary of feedback and
resulting management actions was
reported to the Board, but the insights
gained from VLTs informed discussion
and decision-making in the Boardroom
throughout the year.
Furthermore, the Chair, joined by various
Non-Executive Directors, held a series
of engagement meetings with 14 next
generation leaders across the business,
to assess their understanding of the
leadership required to deliver the Group’s
strategy and Kier’s capability to develop
future leaders. These discussions
provided valuable insight into the
strength of the Group’s leadership
pipeline and its capability to support
future strategic ambitions.
Monitoring culture
Our culture is founded on a framework of
nine healthy behaviours that align to our
values. It is supported by our Kier Cares
strategy. Further information about this
framework and Kier Cares can be found
on pages 34–39.
Interaction with senior management
and the wider workforce, including on
VLTs, allows the Board to enrich its
understanding of specific cultural
achievements and challenges.
Supporting these informal channels, the
Board receives regular updates regarding
culture throughout the year, including:
• Employee survey outcomes
• Attrition rates
• Internal talent development
and retention
• Whistleblowing data
• Health and safety data
• Compliance reporting, including matters
relating to anti-bribery and corruption
(including gifts and hospitality)
• Outcomes of internal audits reviewing
the impact of policies and processes
In the year, the Board carefully considered
these updates as dedicated topics and
as a whole to evaluate progress around
culture, approve key policies and support
the launch of the Kier Cares strategy.
It was concluded that the culture at
Kier remains supportive of our purpose
and values, underpinning employee
satisfaction and enabling sustainable
growth. The Board is cognisant that
maintaining a positive culture within the
business will require significant focus,
support and monitoring, in light of
strategic and leadership changes.
Whistleblowing
In order to foster an open, safe culture,
our people are encouraged to report any
matters of concern in confidence via the
externally hosted, confidential ‘Speak-Up’
whistleblowing service provided by Safecall.
Our people are also invited to report such
matters directly to Group Compliance or
through line management.
During the year, the Board received
reports on whistleblowing activity,
identifying trends and outcomes. In FY26,
89 reports were classified as (potentially)
whistleblowing (FY25: 58). This increase in
reports is attributable to the simplification
of the reporting process, following the
consolidation of reporting lines, and the
increased awareness of the reporting
process amongst our people. Each report
received was appropriately resolved,
with no underlying cultural or control
environment issues identified.
One material case was reported during
the year and appropriate investigation
processes were followed. The Chair is informed
of any issues raised concerning
members
of the Board or senior management,
even
if not ordinarily qualifying as a material
case; no such cases were reported in FY26.
Our values
Trusted
Collaborative
Focused
Board visit to TfL Cycle Lane project in Woolwich
The Board recognises the important role
that it plays in monitoring and modelling
the Group’s culture so as to ensure
that policies, practices and behaviours
throughout the Group are aligned with
our purpose, strategy and values.
Kier Group plc Annual Report and Accounts 2026
72
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee report
Chair’s introduction
I am pleased to present the work of the
Risk Management and Audit Committee
for the year to 30 June 2026.
The role of the Committee is to establish
formal and transparent arrangements for
considering how it should apply corporate
reporting, risk management and internal
control principles, and for maintaining
an appropriate relationship with the
Company’s external auditors. Further
details of the Committee’s responsibilities
are set out in the Terms of Reference, which
can be found on the Company’s website.
Building on the activities undertaken in FY25,
the Committee has driven enhancements
to the Group’s risk management and
internal controls framework in readiness
for implementation of Provision 29
of the 2024 UK Corporate Governance
Code (the 2024 Code), which applies
to the Group from 1 July 2026. These
enhancements support and protect
the Company as it moves into its next
strategic phase and more information
can be found on pages 51 and 75.
The Committee reviewed all significant
matters, accounting judgements and
disclosures on key accounting matters
for the interim and full year results in
FY26. In a year that saw changes within
the Board and Executive Committee,
the launch of a second share buyback
programme, consideration of debt
liability management and an ongoing
focus on balance sheet resilience, the
Committee remained cognisant of the
importance of its keen scrutiny in these
areas and commended management on
its ability to meet challenge with balance,
clarity and adaptation.
The Committee has driven
enhancements to the Group’s
risk management and internal
controls framework in readiness
for Provision 29 of the 2024 UK
Corporate Governance Code
and to support the Company’s
evolved strategic priorities.”
Clive Watson
Chair of the Risk Management
and Audit Committee
The Committee discussed potential
efficiencies which could be incorporated
into the audit process, including the use
of technology enabled audit tools,
offshore resources and other agreed
measures, supported where appropriate
by management. The relationship with
our internal audit co-source partner,
KPMG, developed positively through its
second year, with KPMG providing support
and subject matter expertise across a
number of key areas of the internal
audit programme.
Monitoring and challenging the Group’s
fraud prevention and detection processes
remained a priority for the Committee.
In addition, the Committee enhanced
its focus on cyber risk management
and IT resilience in recognition of the
fast-changing digital landscape and the
Company’s commitment to becoming
Naturally Digital.
Following the implementation of the 2024
UK Corporate Governance Code,
compliance with the Audit Committees
and the External Audit: Minimum Standard
has become mandatory. During the year,
the Committee reviewed its Terms of
Reference and working practices to ensure
continued alignment with the Minimum
Standard and its underlying principles.
Detail on how the Committee has complied
with the Minimum Standard can be found
within this report.
The Committee also considered the
appropriateness, consistency and
application of the Group’s accounting
policies, including the judgements and
estimates underpinning the preparation
of the financial statements.
Looking forward
Alongside the oversight of cyber risk
management, the Committee will play
a significant role in supporting the
Company’s preparations for reporting
against Provision 29 of the 2024 UK
Corporate Governance Code, including
oversight of the Group’s risk management
and internal control framework. Building
on the outcomes of the FY26 effectiveness
review, the Committee will continue to
enhance its reporting and oversight of
emerging risks, with progress monitored
ahead of the externally facilitated
effectiveness review in FY27.
The following pages set out in detail the
composition of the Committee, and its
activities and priorities for the year ahead.
Clive Watson
Chair of the Risk Management
and Audit Committee
Kier Group plc Annual Report and Accounts 2026
73
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee report continued
Committee governance
All members of the Committee are
independent Non-Executive Directors
and, as a whole, have competence relevant
to the sector in which Kier operates, in
accordance with the 2024 Code. The Chair
of
the Committee, Clive Watson, has recent
and relevant financial experience through
his previous role as Group Finance Director
of a listed company and his current
appointments as Audit Committee Chair
of other listed companies. The composition
of the Committee brings a combination
of financial, commercial and managerial
skills and experience that ensures
knowledgeable discussion with, and
robust challenge of, management
and the external auditor.
The Committee held four scheduled
meetings in the year, which all Board
members were invited to attend. Attendance
of the Committee members is set out on
page 66. The Chair of the Board, the Chief
Executive, the Chief Financial Officer,
the General Counsel and Company Secretary,
the Group Finance Director and the Head
of Risk and Internal Audit attend meetings
on a regular basis, along with representatives
of the external auditor. Internal and external
subject matter experts attend by invitation
in line with matters scheduled for discussion.
Further to the scheduled Committee
meetings, the Committee meets privately
with the external auditor and with the
Head of Risk and Internal Audit without
management present. The Chair also
meets informally with members of
management and the external auditor on
an ad hoc basis. Such meetings enable
increased open dialogue and honest
feedback. No matters of concern were
raised through these meetings in the year.
Committee effectiveness
The Committee effectiveness review for
FY26 was undertaken as part of the Board
effectiveness review. More information on
the Board effectiveness process
can be
found on page 68.
The review sought feedback from Committee
members and regular attendees on
a range of matters, including effective
oversight and understanding of risk and
control matters affecting the Group,
as well as the quality of information
provided and meeting discussions.
The review concluded that the Committee
continues to operate effectively. The
Committee identified opportunities to
enhance the clarity of its reporting,
further develop its oversight of emerging
risks and support readiness for reporting
against Provision 29 of the 2024 UK
Corporate Governance Code.
Risk management and
internal control framework
The Board has ultimate responsibility for
the Group’s risk management and internal
control framework (the Framework) to identify,
manage and monitor risks. The Board has
delegated the responsibility for reviewing
the Framework’s adequacy, effectiveness
and implementation by management to
the Committee.
The Head of Risk and Internal Audit reports
to the Committee on strategic risk issues
and oversees the Framework. The Group
Risk and Opportunities Committee, chaired
by the General Counsel and Company
Secretary, provides executive management
leadership and oversight of the Framework,
whilst acting as the link between the
Committee and the business in relation
to the management of risk.
Information on how the Group identifies,
manages and monitors risks, including a
description of the principal aspects of the
Framework, is set out from page 51.
Review of the Framework
The Committee, supporting the Board,
undertook its annual effectiveness review
of the Framework, in accordance with
the 2018 Code. The review scrutinised
and challenged the Group’s principal
risks and corporate risk register, existing
risk management practices and processes,
and risk appetite and culture. It was
concluded that the Framework
remained effective.
The Framework review forms part of a
continuous cycle of evaluation, feedback
and improvement, enabling the
Committee to assess progress against
previous recommendations, maintain
focus on priority areas and identify
opportunities for further enhancement.
Throughout the year, the Framework was
thoroughly reviewed by management to
strengthen governance and support the
Company with its updated
strategic
priorities. The Committee supported
the
inclusion of revised principal risks in
relation to financial strength and new
digital technology and AI. More details of
these changes can be found on page 53.
The Committee considers monitoring and
challenging the Framework’s effectiveness
to be a key ongoing responsibility. During
the year, a programme of deep dives
into key principal risks was undertaken,
enhancing the Committee’s insight into
the risks faced, enabling challenge of
mitigations in place, and informing the
development of the Framework.
Readiness for Provision 29
of the 2024 Code
During FY26, the Committee’s focus shifted
from preparation to implementation
readiness, overseeing a comprehensive
assessment of the processes and disclosures
that will support compliance with Provision 29.
Led by the Head of Risk and Internal Audit,
this exercise included a review of the Group’s
material controls, including financial,
operational and compliance controls,
and provided valuable insight into the
maturity and effectiveness of the control
framework. The Committee actively
challenged management’s assessment
and the proposed disclosure approach,
helping to identify areas for further
enhancement ahead of formal reporting.
As a result, the Board is better positioned
to provide transparent and robust reporting
on the effectiveness of material controls
from FY27.
Fraud prevention and
detection processes
The Committee has received regular
updates in relation to fraud prevention
and detection processes throughout
FY26 to monitor the effectiveness of the
control environment and response to the
‘failure to prevent fraud’ offence under
the Economic Crime and Corporate
Transparency Act 2023 (ECCTA) that
was established in FY25.
The Committee believes that, as a Group,
we have an effective control environment
to prevent financial misstatement or
manipulation of our financial systems.
We manage the risk of fraud in terms of
prevention, deterrence and detection.
Our people undertake training on our
Code of Conduct, which sets clear
expectations of honesty and integrity
for every employee and all suppliers.
Kier Group plc Annual Report and Accounts 2026
74
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee report continued
Financial reporting
The Group has clear policies and procedures which are designed to ensure the
reliability and accuracy of financial reporting, including the process for preparing the
Group’s interim and annual financial statements. These financial reporting policies
and procedures cover financial planning and reporting, the preparation of financial
information, and the monitoring and control of capital expenditure. The Group’s
financial statements preparation process includes reviews at business division
and Group levels.
Significant matters and accounting judgements relating to the financial statements
The Committee reviewed the accounting judgements, assumptions and estimates
as prepared by management and determined, with external auditor input, the
appropriateness of these assumptions and estimates. The significant issues considered
by the Committee in relation to this year’s financial statements are as follows:
Contract
accounting
The Group has significant long-term contracts in the Infrastructure
and Construction businesses. Accounting for long-term contracts
has continued to be a key area of focus for the FY26 audit.
An assessment of the likely profit on long-term contracts
requires significant judgement because of the inherent
uncertainty in preparing estimates of the forecast costs and
revenue. Recoverability of work in progress on long-term
contracts involves significant estimates, including the end-of-life
outcome of the projects.
In relation to FY26, management’s assessments of the forecast
costs of, and revenues from, certain long-term contracts were
reviewed and the Committee discussed PwC’s audit of
management’s assessment of the performance of certain
contracts so as to satisfy itself of positions taken in the FY26
financial statements.
Presentation
of the Group’s
financial
performance
As stated in the accounting policy, the Group uses alternative
performance measures (APMs) which are consistent with the
measures used by management to assess the Group’s financial
performance and aid the understanding of the performance of
the Group.
The Committee (i) reviewed the policy wording during the year and
confirmed its ongoing application, (ii) reviewed the individual items
excluded from the adjusting operating profit, and (iii) agreed the
classification of, and disclosures relating to, the adjusting items
presented in the FY26 financial statements, ensuring that the APMs
are presented with equal or lesser prominence than statutory
figures and on a consistent basis year on year.
Going concern/
viability
statement
In conjunction with PwC, the Committee reviewed and assessed the
work undertaken to support the adoption of the going concern
basis for the FY26 financial statements and the viability statement,
which included an assessment of continued bank covenant
compliance throughout the review period.
In particular, the Committee and the Board reviewed the Group’s
cash flow forecasts over the period ending 31 December 2027 in
assessing the going concern basis, and over a period of three
years from 30 June 2026 for the viability statement, which are
included in the Group’s three-year strategic plan together with
the assumptions on which such forecasts are based. The Committee
also considered the stress-testing of these forecasts for severe but
plausible downside scenarios that could have an impact on the
Group and the availability of mitigating actions, as required, in
the event that such scenarios
occurred. In addition, a reverse
stress test was performed to understand
the deterioration that
would be required to cause both a liquidity and covenant issue.
For further information on the work to support the going concern
basis of preparation for the FY26 financial statements, please see
‘Going concern’ on page 28, and further information on the work to
support the viability statement can also be found on page 28.
Retirement benefit
obligations
The Group operates a number of defined benefit pension schemes.
The Committee reviewed the assumptions made by management
in determining the defined benefit surplus at 30 June 2026. This
included considering the advice from independent qualified
actuaries and the views of PwC’s pension specialists. The
Committee concluded that the assumptions were appropriate.
Carrying value
of investments in
Kier Limited and
recoverability of
balances owed
by subsidiary
undertakings
In light of the carrying value of the Company’s investment in its
principal operating subsidiary, Kier Limited, and the carrying value
of balances owed by subsidiary undertakings, relative to the
Company’s market capitalisation, the carrying value of these
balances was identified as a key area of focus for the FY26 audit.
Following management’s review, with which PwC concurred, the
Committee concluded that no impairment was required against
either the carrying value of the investment held by the Company
in Kier Limited or the balances owed by subsidiary undertakings.
Kier Group plc Annual Report and Accounts 2026
75
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee report continued
Financial reporting continued
Fair, balanced and understandable assessment
The Committee reviewed the content of the Annual Report and Accounts 2026 and
considered the effectiveness of the processes that support its production, including
the following:
Who How assurance was provided
Annual Report
working group
The working group comprised individuals involved in the drafting
of the Annual Report.
Material disclosure items were discussed by the working group.
The working group members reviewed the sections
drafted by them in light of the ‘fair, balanced and
understandable’ requirement.
Key contributors
to the Annual Report
Certain key contributors to sections of the Annual Report
(for example, the Group Managing Directors and Finance
Directors of our business
divisions) were asked to confirm the
accuracy of the information provided.
External review The Directors’ Remuneration report was reviewed by the Group’s
independent remuneration adviser.
The Group’s legal advisers performed a compliance review
of targeted aspects of the Annual Report
Our climate consultancy supported us with our climate-related
reporting, including TCFD.
These external reviews were undertaken to enhance the quality
of our reporting.
Feedback was provided by PwC on the overall Annual Report.
The Committee
and the Board
At various stages of the drafting process, the Annual Report
was circulated to senior leadership and the Board for review.
Following this review, the Committee recommended to the Board that when, taken as
a whole, the Annual Report and Accounts 2026 is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy. The Board’s confirmation
can be found on page 122.
Internal audit
The Committee understands the integral
role that internal audit processes play
in maintaining strong governance within
the Company. The Committee approved
the FY26 internal audit plan, designed to
focus on key risks faced by the Company.
It monitored progress through updates
at Committee meetings on the status of
ongoing audits and the work of KPMG as
co-source partner. Results from these
audits were discussed by the Committee,
together with the follow-up actions taken
by management.
The FY26 internal audits undertaken reflected
the size of the Group and covered a breadth
of risk areas including, but not limited to:
• Contract management
• Financial controls
• Published non-financial information metrics
• Sustainability
• Cyber security and IT resilience
• Compliance policies
• Health, safety and wellbeing
• Recruitment and onboarding
Overall, the results of audits completed in
the period demonstrated the Company’s
continued commitment to improving an
already strong control environment.
The Committee considered and
approved the annual internal audit plan
for FY27, which aligns with our principal
risks and will support the Board’s annual
review of the effectiveness of the Framework
in accordance with Provision 29 of the 2024
Code for FY27. The areas for audit have
been selected on a risk and rotational
basis, with a focus on the activities that
will have the most significant impact on
the Company’s updated strategic priorities.
The co-source partner will continue to
lead or support internal audits where
subject matter expertise or additional
resource is required, on which basis, the
Committee confirmed that the internal
audit function had sufficient experienced
resources to deliver the plan.
Internal audit function effectiveness
In accordance with the Committee Terms
of Reference, the Committee monitored,
assessed and reviewed the effectiveness
of the internal audit function, finding it to
be effective. In order to further enhance
the function’s effectiveness, management
updated the Committee on its progress
on implementing digital tools as
recommended by the Quality
Assurance Improvement Plan.
External audit
FY26 audit
The Committee has taken the following
key steps in overseeing the FY26
external audit:
• Reviewed the PwC FY26 audit plan,
resources and audit risk assessments
• Agreed the materiality level for the audit
• Reviewed and agreed the timetable for
the FY26 Annual Report and audit plans
for the Group and specific business
divisions, including the key areas of focus
• Agreed and approved the FY26 audit fee
• Discussed and reviewed the going
concern and viability statements
• Discussed and reviewed the audit
findings, significant issues and other
accounting judgements
• Approved the management representation
letter, following a review by management,
and noted PwC’s independence
Kier Group plc Annual Report and Accounts 2026
76
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee report continued
External auditor effectiveness
and audit quality
The Committee undertook an annual
assessment of the effectiveness of the
external audit through questionnaires
completed by key stakeholders, including
Committee members, senior management
and other business representatives
involved in the FY25 external audit.
The review and qualitative assessment
focused on six key themes: audit scope,
auditor communication, quality of the audit
team, governance, auditor independence,
and technical expertise. The Committee
considered the feedback received and
its wider knowledge to conclude that
the external audit process for FY25
was effective and that PwC provided
an appropriate independent challenge
to management. The feedback received
was used for ongoing improvement in
respect of the FY26 audit.
The Committee will formally assess
PwC’s performance in relation to the
FY26 audit following its completion.
Provision of non-audit services
During the year, PwC provided certain
non-audit services to the Group. The
Committee monitored these services
to ensure that the associated fees were
not of a level that would affect PwC’s
independence and objectivity.
The Committee reviewed the Non-audit
Services policy for the external auditors
and confirmed it remained appropriate.
The policy gives the Chief Financial Officer
authority to approve up to £50,000 on
individual assignments. Non-audit fees
above £50,000 must be approved in
advance by the Committee. If approval
is required urgently, this may be provided
by the Chair of the Committee with
subsequent reporting of the approval
to the Committee.
The Company’s Non-audit Services policy
reflects the FRC’s revised Ethical Standard
for Auditors (2024). Under the policy,
the Committee expects that the level
of non-audit fees in any one financial
year will not exceed 15% of the audit fees
payable in relation to the previous year.
The Committee may approve non-audit
fees in excess of this figure, up to 70%
of the average of audit fees paid in
the previous three years, subject to the
Committee being satisfied that (i) there
is clear evidence that the auditors’ skills
and experience make them the most
appropriate firm to provide the relevant
services and (ii) the auditors’ independence
and objectivity would not be compromised
by the appointment.
The total non-audit fees paid to PwC
in FY26 were £434,000 (FY25: £194,000).
These non-audit fees related to PwC’s
work in relation to its review of the Group’s
FY26 interim results, subscription to financial
reporting and assurance information
service, and finance-related verification
work. The total non-audit fees subject to
the FRC’s 70% non-audit fee cap, which
excluded amounts attributable to public
reporting workstreams required by legislation,
were £434,000 (FY25: £194,000), representing
12% (FY25: 6%) of the average audit fees
over the previous three years.
For further information please refer to note 4
of the financial statements on page 150
External auditor independence
The Committee concluded that PwC’s
independence and objectivity were not
compromised by the provision of these
services. As part of the FY26 audit, PwC
confirmed that it was independent within
the meaning of applicable regulatory
and professional requirements. Taking
this into account and having considered
the steps taken by PwC to preserve its
independence, the Committee concluded
that PwC continues to demonstrate
appropriate independence and objectivity.
A resolution to re-appoint PwC as the
external auditors will be proposed at
the 2026 Annual General Meeting.
External auditor tenure
PwC was originally appointed as our external
auditor in 2014, for the financial year ended
30 June 2015. PwC was re-appointed as
our external auditor at the 2025 AGM.
Darryl Phillips was appointed as the audit
partner from FY24. The last formal tender
process was undertaken in 2023.
The Committee confirms that the Company
has complied with the requirements of
the Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014.
Kier Group plc Annual Report and Accounts 2026
77
Strategic reportOverview
Corporate governance Financial statements Other information
Risk Management and Audit Committee - ongoing oversight activities
Risk Management and Audit Committee report continued
• Management updates the Committee
on the key accounting issues and
judgements for approval by the
Committee and for recommendation
to the Board in respect of the full
year results
• External auditors present the findings
of their audit, together with their Auditors’
report, and provide confirmation of
their independence
• The Committee considers and makes
a recommendation to the Board on
whether the Annual Report and financial
statements are fair, balanced and
understandable
• The Committee considers the
proposed re-appointment of the
external auditors at the AGM
• Management updates the Committee
on the outcome of the external auditors’
effectiveness review
• The Committee considers the interim
financial statements review plan
• The Committee considers the
auditors’ engagement letter in respect
of the interim financial statements
• Management updates the Committee
on the key accounting issues and
judgements for approval by the
Committee and for recommendation
to the Board in respect of the interim
financial statements
• Management presents the interim
financial statements
• External auditors present their interim
review memorandum, together with
their external Auditors’ report and
confirmation of their independence
• The Committee reviews the external
auditors’ independence
• The Committee considers the
full year audit strategy, plan,
fee and engagement letter
• Management provides the Committee
with an overview of the key accounting
issues and judgements in respect of
the full year results
• The Committee receives an update
on the audit strategy, plan and fee
• The Committee reviews the Non-audit
Services policy
• The Committee reviews the adjusting
items policy
• The Committee considers the Group
tax strategy for recommendation
to the Board
September December March July
Kier Group plc Annual Report and Accounts 2026
78
Strategic reportOverview
Corporate governance Financial statements Other information
Senior management reporting to the
Executive Committee that are women
48.1%
FY25: 46%
Proportion of total workforce that
are women
26.6%
FY25: 26%
Nomination Committee report
Chair’s introduction
On behalf of the Board, I am pleased to
present the Nomination Committee’s
report for FY26.
The Committee’s principal responsibility
is to ensure that the Company has the
leadership, skills, experience and succession
plans required to support the successful
delivery of Kier’s strategy both now and in
the future. During the year, the Committee
maintained its focus on Board and executive
succession, leadership development,
Board composition and diversity, ensuring
that the Group remains well positioned
to
deliver long-term sustainable growth.
FY26 was a significant year from a
succession and talent perspective.
Following formal, rigorous and
transparent procedures, the Committee
oversaw the successful leadership
transitions arising from the appointments
of Stuart Togwell as Chief Executive and
Tom Hinton as Chief Financial Officer. We
monitored the development of succession
plans for key executive roles across the
Group, supported changes to the
Executive Committee structure and
considered the long-term leadership
requirements needed to deliver the
Group’s strategic ambitions.
The Committee’s work extended beyond
immediate succession matters. We
reviewed the future skills requirements
of the Board and senior management,
refreshed our assessment of Board
capabilities, monitored leadership
development activity across the Group
and considered how succession planning
could continue to support diversity,
inclusion and organisational resilience.
Kier continued to perform strongly
against broader diversity measures.
For the second consecutive year, Kier
was ranked first in the Construction
and Materials sector in the FTSE Women
Leaders Review and rose to 16th place
in the FTSE 250 rankings. Ethnic minority
representation among senior leadership
was 13.6%, exceeding the 13% target set by
Kier in response to the Parker Review for
achievement by 2027. However, there was
no ethnic minority representation on the
Executive Committee at the year end. The
Committee recognises the importance of
addressing this position and, during FY27,
will review management’s plans to
strengthen the pipeline of high-quality,
ethnically diverse senior talent.
As at the date of this report, the Company
has met two of the three Board diversity
targets under UK Listing Rule 6.6.6(9),
with Chris Browne serving as Senior
Independent Director and Mohammed
Saddiq continuing as a Non-Executive
Director. Following Margaret Hassall’s
retirement from the Board in May 2026,
female representation reduced to 37.5%,
below the target of 40% women on the
Board. Consecutive Board effectiveness
reviews have highlighted the value of
maintaining an appropriately sized
and engaged Board, which currently
comprises eight Directors. Given the size
of the Board, a single appointment or
departure can have a material effect on
the reported percentage. The Committee
will continue to challenge and review the
size, composition and diversity of the
Board, but does not consider that making
an appointment solely to achieve a
particular percentage would be consistent
with the spirit of the UK Listing Rules.
We are developing the
leaders who will shape Kier’s
future, while strengthening the
leadership capability to deliver
our long-term strategy.”
Matthew Lester
Chair of the Nomination Committee
All appointments will continue to be
made on merit and relevant experience,
having regard to the benefits of diversity
in its widest sense and the future needs
of the Board.
The Committee remains satisfied that
it has discharged its responsibilities
effectively throughout the year and
continues to maintain a robust pipeline
of leadership talent capable of
supporting Kier’s future success.
Matthew Lester
Chair of the Nomination Committee
Kier Group plc Annual Report and Accounts 2026
79
Strategic reportOverview
Corporate governance Financial statements Other information
Nomination Committee report continued
Our key outcomes in FY26
Delivering an orderly Executive
Director transition
The Committee successfully completed
the succession process for both Chief
Executive and Chief Financial Officer roles,
supporting the transition from Andrew
Davies to Stuart Togwell and Simon
Kesterton to Tom Hinton. This ensured
continuity of leadership, preserved
strategic momentum and demonstrated
the strength of the Group’s succession
planning processes. The appointments
were supported by an externally facilitated
search and assessment process and
reflected the Committee’s commitment to
rigorous and objective succession planning.
Strengthening the executive
leadership pipeline
The Committee reviewed succession
plans for key Executive Committee and
senior leadership positions throughout
the year. Particular focus was given to the
leadership structure following the Chief
Executive succession process and the
identification and development of future
executive talent. As part of this work, the
Committee reviewed both internal and
external candidates for critical leadership
positions and monitored targeted
development programmes designed
to accelerate readiness for future roles.
Maintaining an appropriate
balance of skills and experience
The Committee continued to assess the
composition of the Board against the
Company’s strategic priorities. Using the
Board skills matrix and insights from the
Board evaluation process, the Committee
considered whether the Board retains the
appropriate balance of sector knowledge
and financial, operational, governance,
people, sustainability and digital expertise
required to support long-term value creation.
Supporting long-term Board succession
The Committee reviewed the tenure
of Directors, succession plans for
Board and Committee Chairs and future
Board refreshment requirements. This
forward-looking approach helps ensure
that succession is managed in an orderly
manner, avoiding concentration of
change and facilitating knowledge
transfer and continuity.
Succession planning
A core responsibility of the Committee
is to ensure that robust succession plans
are in place for the Board, Executive
Committee and other critical leadership
roles. It monitors the tenure of Directors
to ensure that it plans sufficiently in advance
of anticipated retirements from the Board
to ensure orderly succession of Non-Executive
Directors. The Committee also considered
succession planning in the context of the
Board’s longer-term skills requirements,
ensuring that future appointments support
both strategic priorities and stakeholder
expectations. All Directors will stand for
election or re-election at our forthcoming
Annual General Meeting.
The Committee receives regular updates
on key talent and leadership development
plans. During FY26, the Committee reviewed
the readiness of identified successors
for key Group roles and considered the
capabilities that will be required to
support the next phase of Kier’s growth
strategy. Particular attention was given
to leadership depth below Executive
Committee level and the development
of future executive talent. We encourage
regular contact between senior management
and the Board by way of presentations at
Board meetings, joint Visible Leadership
Tours or one-to-one sessions with
Non-Executive Directors to discuss
specific issues, like the evolved strategy.
Recognising the importance of proactive
succession planning, the Committee
continued to review internal talent
alongside external market benchmarking.
This approach provides the Board with
confidence that succession decisions
are based on a broad and diverse
range of candidates and helps ensure
the Group maintains appropriate
leadership resilience.
Diversity and Inclusion Policy
The Committee believes that diversity in
its broadest sense contributes to better
decision-making, stronger governance
and improved long-term performance.
When considering appointments, succession
plans and leadership development, the
Committee considers diversity of gender,
ethnicity, background, experience, skills
and thought. The Committee seeks to
ensure that succession processes are
conducted against objective criteria,
while maintaining a diverse pipeline of
future leaders that reflect the communities
Kier supports, which is integral to our culture.
During the year, the Committee monitored
the composition of the Board and leadership
population and considered progress
against the Company’s diversity objectives.
Diversity considerations continued to be
embedded within succession planning
and talent development discussions.
Find out more
about our Board
Diversity Policy
The People report on page 34 sets out
the progress against our Diversity and
Inclusion roadmap, and the programmes
and initiatives that Kier is implementing.
The Board Diversity Policy, which is
available on the Company’s website,
has been implemented throughout the
search and appointment process for
new Directors. Search firms are instructed
to take diversity into account when compiling
a shortlist of candidates to put forward
for consideration and diversity will be
considered by the Committee during
the interview and selection process.
In the final selection decision, all Board
appointments are made on the basis
of merit and relevant experience, against
the criteria identified by the Committee,
with regard to the benefits of diversity
in the widest sense.
UK Listing Rules and Disclosure
Guidance and Transparency Rules
As at 30 June 2026, 37.5% of the Board
and 22.2% of executive management
were women. There is one Board member
from an ethnic minority background.
Following Margaret Hassall’s retirement
in May 2026, we fell below the UK Listing
Rules target of 40% women on the Board.
Further information is provided on
page 79 in the Chair’s introduction.
The other two targets were met with
Chris Browne acting as our Senior
Independent Director and Mohammed
Saddiq as a Non-Executive Director.
Kier Group plc Annual Report and Accounts 2026
80
Strategic reportOverview
Corporate governance Financial statements Other information
Nomination Committee report continued
Gender
Reporting table on sex/gender representation as at 30 June 2026
Number
of Board
members
Percentage
of the Board
(%)
Number
of senior
positions on
the Board
(Chair, CEO,
CFO and SID)
Number in
Executive
Management
Percentage
in Executive
Management
(%)
Female (including those
self-identifying as female) 3 37.5 1 2 22.2
Male (including those
self-identifying as male) 5 62.5 3 7 77.8
Not specified/prefer not to say – – – – –
Ethnicity
Reporting table on ethnicity representation as at 30 June 2026
Number
of Board
members
Percentage
of the Board
(%)
Number
of senior
positions on
the Board
(Chair, CEO,
CFO and SID)
Number in
Executive
Management
Percentage
in Executive
Management
(%)
White British or other White
(including minority
White groups) 7 87.5 4 8 88.9
Mixed/multiple ethnic groups – – – – –
Asian/Asian British 1 12.5 – – –
Black/African/Caribbean/
Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – 1 11.1
For the purposes of making this disclosure, the Company collects data on a voluntary
basis from Non-Executive Directors via an annual disclosure questionnaire and
from executive management, made up of the Executive Committee, via the
Company’s internal HR system and annual diversity questionnaires.
Board and Committee effectiveness
The Committee reviewed the outcomes of
both the Board effectiveness review and its
own evaluation process during the year.
Feedback confirmed that succession
planning remains a significant strength of
the Committee and that the Committee
has maintained effective oversight of
leadership development and Board
refreshment. Areas identified for future
focus included further enhancing visibility
of succession timelines, continuing
development of the Board skills matrix
and maintaining engagement with emerging
leadership talent across the organisation.
These actions have been incorporated
into the Committee’s forward agenda.
The Committee concluded that it had
operated effectively throughout the year
and fulfilled its responsibilities under its
Terms of Reference.
This year’s evaluation was performed
by way of a questionnaire and feedback
was requested from Committee members
and regular attendees. The questionnaire
sought input on a range of matters including
the effective oversight of succession
planning for Board and Executive Committee
members and the appointment process.
The outcome of this evaluation concluded
that the Committee remains effective,
and that it will continue to focus on succession
planning and diversity across all levels.
The Senior Independent Director led
the review of the performance of the
Chair which included gathering feedback
from the Board. The outcome of the
review was reported to the Chair.
Priorities for FY27
The Committee’s priorities will be to:
• Support the continued development of
the Group’s leadership team under the
Chief Executive’s strategic agenda
• Oversee succession plans for Executive
Committee and broader senior
leadership roles
• Continue the progressive refreshment
of Board and Executive Committee
succession plans with the 40%
target in mind
• Enhance the Board skills framework
to reflect evolving strategic priorities,
including digital, technology and
sustainability capabilities
• Maintain oversight of the further
embedding of new Executive Directors
• Maintain oversight of diversity and inclusion
within leadership succession pipelines
• Monitor the implementation of
actions arising from the annual
effectiveness reviews
Independence, conflicts of
interest and time commitment
Ensuring that the Non-Executive Directors
are independent, have declared any
conflicts of interest and have sufficient
time to commit to their role underpins
high standards of corporate governance
and accountability.
During the year, the independence
of each Director and any potential
conflicts of interest were reviewed. The
external appointments of each Director
were considered and each Director
confirmed that they could continue to
commit sufficient time to discharge their
responsibilities to Kier. No concerns arose
in relation to FY26.
Kier Group plc Annual Report and Accounts 2026
81
Strategic reportOverview
Corporate governance Financial statements Other information
Environmental, Social and Governance Committee report
Chair’s introduction
I am pleased to present the report of the
ESG Committee for FY26. The Committee
supports the Board in overseeing the
environmental, social and governance
factors that are fundamental to Kier’s
long-term success. We recognise that
strong ESG performance is inseparable
from strong business performance. Our
role is therefore to monitor compliance
and disclosure, and to ensure ESG
considerations are embedded within
decision-making, risk management,
strategy execution and performance
management across the Group.
During FY26, the Committee focused on
supporting the delivery of meaningful
sustainability outcomes. In particular,
we oversaw continued improvements in
environmental performance, monitored
the effectiveness of initiatives designed
to strengthen our safety culture, reviewed
progress against social value and inclusion
objectives and maintained oversight of
governance, ethics and compliance matters.
We also continued to support the
Remuneration Committee in ensuring
that executive incentives remain aligned
We have been focusing on
meaningful outcomes for
our social value, community
and inclusion objectives,
improvements in environmental
performance, strengthening our
safety culture and ensuring that
executive pay remains aligned to
ESG priorities that are important
to our stakeholders.”
Alison Atkinson
Chair of the Environmental,
Social and Governance Committee
with ESG priorities that are important to
our shareholders, customers, employees
and wider stakeholders.
The Committee remains encouraged by
the progress made during the year. While
challenges remain, particularly in relation
to further improving safety performance,
we believe the actions taken throughout
the year continue to strengthen Kier’s
sustainability credentials and support
the delivery of long-term value.
Health, safety and wellbeing
Health, safety and wellbeing remained
key priorities for the Committee throughout
FY26. During the year, we continued to
embed a stronger safety culture across
the Group through a range of initiatives
designed to strengthen behaviours,
accountability and operational excellence.
The visual standards programme was
expanded into Kier Infrastructure, providing
a consistent framework that improves
understanding, reinforces critical controls
and supports safer ways of working.
Feedback from our annual Safety Climate
Tool survey helped identify priorities for
improvement and informed the next
Focus area Committee oversight FY26 outcome
Safety Culture, incident
reduction, assurance
Progress against Group
improvement plan
Environment Carbon, fuel transition,
climate governance
Delivery against carbon targets
Social Inclusion, social value, workforce Progress against inclusion
and community objectives
Governance Ethics, compliance,
policy framework
Strong compliance and
governance standards
Remuneration ESG measures in incentives ESG outcomes reflected
in executive reward
phase of our health, safety and wellbeing
strategy. We also enhanced colleague
capability through the introduction of a
new digital learning platform, providing
accredited health, safety and occupational
health training across the Group.
The Group’s 12-month rolling Accident
Incident Rate reduced by 12.2% to 101
(FY25: 115), representing 27 RIDDOR reportable
incidents compared with 32 in FY25. While
this is encouraging progress, the Committee
recognises that every incident is one too
many and remains focused on driving
continuous improvement.
Throughout the year, we monitored
management’s actions to strengthen
safety performance, including behavioural
safety programmes, learnings arising from
Incident Review Boards, enhanced training
for operational supervisors and the ongoing
simplification of the Safety, Health and
Environment Management System. In
addition to accident and incident metrics,
the Committee reviewed a range of leading
and lagging indicators, including observation
rates and Lost Time Injury Frequency Rate,
to provide a balanced assessment of
performance and identify opportunities
for further improvement.
Read more about our health, safety and wellbeing
performance in Our People on pages 34-35
The Board, which includes all members of
the Committee, received regular updates
on health and safety legislation, key risks
in the sector and enforcement trends
from external experts.
Kier Group plc Annual Report and Accounts 2026
82
Strategic reportOverview
Corporate governance Financial statements Other information
Environmental, Social and Governance Committee report continued
We invest in our people’s health and
wellbeing to ensure they feel safe, energised,
valued and supported at work, which,
in turn, drives strong business and
safety performance.
The Committee received updates on
activities designed to strengthen support,
such as our trained communities of
mental health first aiders and wellbeing
champions. We continued to advocate
for flexible working to support our people
to manage their work/life balance.
Moving through May is another key Kier
annual event whereby our people get
active by walking, cycling and running
to raise money for the Kier Foundation.
Building for a Sustainable World
The Committee continued to oversee
delivery of Kier’s Building for a Sustainable
World framework, monitoring progress
against the Group’s sustainability priorities,
targets and milestone plans across our
Places, People and Planet pillars. During
the year, we reviewed the continued
relevance and effectiveness of the framework
to ensure it remains aligned with stakeholder
expectations, evolving risks and opportunities,
regulatory developments and the Group’s
long-term strategic objectives.
Particular focus was given to climate
action, resource efficiency, ethical
labour and social value. The Committee
monitored delivery against the Group’s
climate commitments and reviewed
initiatives to accelerate decarbonisation,
improve climate resilience and strengthen
environmental performance across our
operations and supply chain.
The Committee received updates on the
progress against our sustainability-related
milestone plans and targets for climate
action, resource efficiency, ethical labour,
social impact and social mobility, all of
which are on track. Our carbon targets
are validated by the SBTi and the British
Standards Institution provides assurance
for our reported carbon footprint using
the ISO 14064-1 standard, as well as for
selected sustainability metrics.
External recognition during the year
reinforced the progress being made and
demonstrated the increasing integration
of sustainability into the Group’s operations,
customer offering and long-term value
creation strategy.
Further information on our sustainability
strategy, performance and progress
against our commitments can be found
in Our Planet section on pages 40–43.
measures remained aligned with the
Group’s sustainability priorities, stakeholder
expectations and long-term objectives.
The Committee reviewed performance
against safety and environmental targets,
including progress against the Group’s
SBTi-aligned carbon reduction
commitments and health and safety
objectives. In doing so, it considered both
the underlying performance achieved
during the year and whether outcomes
appropriately reflected progress made
against the Group’s wider sustainability
ambitions. This included consideration
of the progress reported across climate
action, resource efficiency, social value
and health, safety and wellbeing.
The Committee believes that linking
a proportion of executive remuneration
to material sustainability outcomes
reinforces accountability, encourages
responsible decision-making and
supports the creation of long-term value
for shareholders and wider stakeholders.
We therefore continue to support a
remuneration framework that balances
financial performance with the successful
delivery of the Group’s strategic,
environmental and social objectives.
During FY26, the Group achieved an 80.4%
reduction in Scope 1 emissions and a
87.9% reduction in Scope 2 emissions
compared with the FY19 baseline, while
Scope 3 emissions reduced by 33.2%
against the FY22 baseline. Independent
assurance continued to be obtained
over selected sustainability metrics and
carbon disclosures, providing confidence
in the quality and robustness of reported
information. We are pleased with our
progress to reduce our emissions and
the continuous reduction achieved in
Scope 1 and 2 carbon intensity in line
with Science Based Targets initiative (SBTi)
validated targets.
The Committee also received updates
on how Kier is helping customers, including
the UK Government and regulated-sector
clients, achieve their sustainability,
decarbonisation and climate adaptation
ambitions through the delivery of low-carbon
,
resource-efficient and climate-resilient
infrastructure and buildings. We recognise
that these capabilities are increasingly
important to our customers and support
the Group’s long-term growth ambitions.
Progress was also made in strengthening
the Group’s approach to resource efficiency,
ethical labour and social mobility. The
Committee monitored initiatives focused
on sustainable procurement, circular
economy principles, modern methods
of construction, apprenticeship opportunities
and inclusive recruitment practices,
alongside continued enhancement of
ethical labour controls and supply chain
oversight activities following gap analysis
of our approach, processes and systems.
We continue to work with our supply chain
partners to deliver the milestone plan.
Go online to
read our Climate
& Nature Report
ESG and remuneration
A key area of Committee focus during
FY26 was ensuring that sustainability
priorities remained appropriately reflected
within executive remuneration arrangements
and continued to support the successful
delivery of Kier’s strategy and Building
for a Sustainable World framework.
The Committee worked closely with
the Remuneration Committee throughout
the year, providing oversight and assurance
in relation to the ESG measures incorporated
within executive incentive arrangements
and reviewing whether the selected
Kier Group plc Annual Report and Accounts 2026
83
Strategic reportOverview
Corporate governance Financial statements Other information
ESG and Remuneration continued
For FY27 awards, the Committee
recommended the continued use of
carbon reduction measures aligned to
the Group’s SBTi commitments within the
Long Term Incentive Plan, together with
health and safety measures within the
annual bonus award structure. The
Committee will continue to work closely
with the Remuneration Committee to
ensure that incentive arrangements
remain aligned with evolving stakeholder
expectations, sustainability priorities and
the long-term success of the Group.
More information on the link between ESG and
remuneration can be found in the Directors’
Remuneration report on pages 85–117
Governance
The Committee continued to oversee the
Group’s governance arrangements in
support of a strong culture of integrity,
accountability and responsible business
conduct. In addition to receiving regular
updates on compliance with corporate
policies, the Committee continued to
monitor the Group’s programme to assess
the effectiveness of key policy implementation
and ensure that associated controls remain
fit for purpose. During the year, the outcome
of the Anti-Money Laundering policy
effectiveness and Anti-Facilitation of Tax
Evasion policy effectiveness reviews were
considered and the Committee reviewed
management’s actions to further strengthen
awareness and effectiveness across the
business. The Committee also monitored
progress towards compliance with the
Economic Crime and Corporate
Transparency Act and received updates
on broader governance, compliance and
ethics activities.
The Committee maintained its focus on
the quality, consistency and assurance of
ESG information. During FY26, it continued
to oversee the maturity of the Group’s
ESG reporting framework, including the
operation of the ESG Reporting Manual
and the use of enhanced data and
reporting tools to support more robust
environmental reporting, performance
monitoring and disclosure. The Committee
also reviewed the assurance obtained
over selected sustainability metrics and
carbon disclosures, recognising the
importance of reliable data in supporting
effective decision-making, stakeholder
confidence and transparent reporting.
ESG performance ratings
The Committee continued to review the
Group’s performance against external
ESG benchmarks and ratings, recognising
their growing importance to investors,
customers, employees and other stakeholders.
External assessments provide valuable
insight into the effectiveness of the Group’s
management of sustainability-related
risks and opportunities, while also informing
areas for future improvement in
performance and reporting.
The Committee was encouraged by
the recognition received during FY26,
including Kier’s first CDP Climate Change
A rating, CDP Supplier Engagement A
rating, ranking as the leading company in
the Construction and Building Materials
sector within the Financial Times Climate
Leaders listing, and recognition as ESG
Leader (Contractor) at the New Civil
Engineer Award. While such ratings are
only one measure of performance, they
provide useful external validation of the
progress being made through the Building
for a Sustainable World framework and
the increasing integration of sustainability
across the Group’s operations and strategy.
The Committee will continue to monitor
external ratings and stakeholder feedback
to help ensure the Group’s sustainability
priorities, disclosures and governance
arrangements remain relevant, robust
and aligned with evolving expectations.
Annual evaluation
This year’s evaluation was performed
by way of a questionnaire and feedback
was requested from Committee members
and regular attendees. The questionnaire
sought input on a range of matters including
effective oversight of targets and objectives,
quality of discussion and papers. The
annual evaluation concluded that the
ESG Committee remained effective.
Respondents recognised the Committee’s
strong oversight of the Group’s ESG
agenda and the increasing maturity of
ESG governance across the Group, while
identifying opportunities to further enhance
reporting efficiency and focus discussion
on the most material strategic ESG matters.
Looking forward
Safety performance remains our licence
to operate and will continue to be a key
area of focus for the Committee. While
we are encouraged by the progress made
during FY26, we remain dedicated to
driving continuous improvement through
strong leadership, a positive safety culture
and effective oversight of the Group’s
health, safety and wellbeing strategy.
The Committee will continue to monitor
performance closely and challenge
management to ensure that the lessons
learned, behaviours and controls necessary
to achieve our long-term safety ambitions
are embedded across the Group.
Looking ahead, the Committee will
continue to oversee delivery of the
Building for a Sustainable World framework,
monitoring progress against targets and
milestone plans whilst ensuring that they
remain relevant, effective and aligned
with stakeholder expectations, emerging
risks and the Group’s evolving strategic
priorities. Particular focus will be given
to climate action, resource efficiency,
ethical labour, social value and the
quality and assurance of ESG data and
reporting. Through this oversight, the
Committee will continue to support
the creation of long-term sustainable
value for our customers, colleagues,
shareholders and communities.
Alison Atkinson
Chair of the Environmental,
Social and Governance Committee
Environmental, Social and Governance Committee report continued
Kier Group plc Annual Report and Accounts 2026
84
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report
Remuneration for the year ending
30 June 2026
Business and strategic context
As set out elsewhere in this Annual Report,
Kier delivered another year of strong
progress and achieved an average net
cash position for the first time in over a
decade. The Group has continued to
strengthen its financial position while
maintaining a disciplined focus on
operational delivery, cash generation
and sustainable growth.
Key performance highlights for the
year included:
• A year-end order book of £11.9bn
(£11.0bn in FY25)
• Adjusted operating profit (AOP)
of £169.8m (£159.1m in FY25)
• A year-end net cash position
of £232.4m (£204.1m in FY25)
• Average month-end net cash of £10.7m
(£(49.2)m in FY25)
• Operating free cash flow of £206.2m
(£199.2m in FY25)
• Adjusted earnings per share (EPS)
of 23.5p (21.6p in FY25)
The Committee monitored performance
against the long-term sustainable growth
plan throughout the year. It remains
satisfied that the incentive framework is
closely aligned with the Group’s strategic
priorities and continues to support
sustainable value creation.
Chair’s introduction
On behalf of the Board, I am pleased to
present Kier’s Directors’ Remuneration
report. This is my first report as Chair
of the Remuneration Committee, and
I am grateful to Margaret Hassall for her
thoughtful handover and support during
the transition.
The Committee’s role is to ensure that
executive remuneration supports Kier’s
strategy, reflects performance and remains
aligned with the experience of shareholders,
employees and other stakeholders. In a
year in which the Group has continued to
deliver strong operational performance,
the Committee has applied that lens
carefully to each of its decisions.
The report is divided into three
principal sections:
• This annual statement, summarising
the Committee’s principal activities
and decisions during the year
• The annual report on remuneration,
setting out remuneration paid to the
Board in FY26 and the arrangements
applying for FY27
• The Directors’ Remuneration Policy
(the Policy), which will be submitted for
shareholder approval at the 2026 AGM
A summary of the Committee’s review of
the Policy is set out on page 92, with the
proposed Policy set out on pages 108–117.
Shareholder experience
The Committee considered the shareholder
experience when assessing remuneration
outcomes for the year. For FY26, an interim
dividend of 2.6p per share was paid in
May 2026 and a final dividend of 5.2p per
share is proposed for payment in December,
subject to approval at the 2026 AGM.
This is an increase of 8% on the dividend
payment for FY25, which was 7.2p.
Following completion of the initial £20m
share buyback, Kier announced in March 2026
a further £25m share buyback programme
which is expected to be complete by the
end of the first half of FY27.
During the year, the Group continued to
use market-purchased shares held in the
Employee Benefits Trust to satisfy awards
under the discretionary Long-Term Incentive
Plan and the Sharesave scheme. The Group
has no plans to use newly issued shares
at the vesting or maturity of its employee
share schemes.
The Committee believes that the
remuneration and incentive structures
continue to align the interests of Executive
Directors with those of shareholders.
Performance measures are directly linked
to the Group’s strategic priorities and
targets are set with meaningful stretch to
support sustainable short and long-term
performance. A significant proportion of
variable remuneration is delivered in
shares and remains subject to deferral,
holding periods and the shareholding
requirements set out in the Directors’
Share Ownership Policy.
The Committee remains satisfied
that the incentive framework is
closely aligned with the Group’s
strategic priorities and continues
to support sustainable
value creation.”
Anne Baldock
Chair of the Remuneration Committee
Kier Group plc Annual Report and Accounts 2026
85
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Employee experience
The Committee also considered the wider
employee context during the year. Kier
continues to offer a broad and competitive
range of employee benefits and wellbeing
initiatives, as described on page 93.
New benefits introduced during the year
included annual railcards for employees
travelling by train for work, a free will-writing
service and an additional vehicle provider
under the Group’s tax-efficient green car
scheme. Through Kier Rewards, employees
spent £5.7m in FY26 and saved £295,000
on a wide range of purchases.
Financial education remained an
important area of focus throughout
the year with over 5,000 employees
attending in-person or online sessions
covering pensions and retirement
planning, personal financial wellbeing
and employee share schemes.
Participation in all-employee share
schemes continued to grow, with significant
increases across the Sharesave scheme
and Share Incentive Plan. The Committee
is pleased to see more colleagues choosing
to invest for their future and share in Kier’s
success alongside shareholders.
The Group introduced its new health,
safety and wellbeing strategy under the
banner of Kier Cares, which builds on
Kier’s safety culture and reinforces the
commitment that everyone should go
home safe and healthy, both physically
and mentally. Further information is set
out on pages 34-35.
The Committee was pleased to note the
further increase in the Group’s employee
engagement index, which formed part of
the FY26 annual bonus targets for the
Executive Directors. Further information
is provided on page 34.
My predecessor attended the Group’s
Reward & Employee Benefits Forum with
colleagues from a range of roles across
the Group. The Forum discussed FY25
remuneration outcomes, the Committee’s
approach to FY26 executive remuneration,
and how the Policy review would inform
decision-making on pay and incentives
for FY27. I am looking forward to attending
the Forum later this year.
FY26 outcomes
Annual bonus
The FY26 annual bonus was based on
adjusted operating profit (AOP), average
month-end net debt/cash, safety and
strategic objectives.
AOP
AOP represented 40% of the FY26 annual
bonus. The Committee set a stretching
target range. Threshold performance
of £159.1m required performance in line
with the FY25 outturn; target performance
of £168.8m required significant
outperformance of analyst consensus
at the time the targets were set; and
maximum performance of £178.5m was
set on a straight-line basis above target.
AOP for the year was £169.8m, representing
an above-budget increase of 6.7% year
on year. The Committee determined that
this resulted in a payout of 55.2% of the
maximum for this element.
Average month-end net debt
Average month-end net debt represented
40% of the FY26 annual bonus. The threshold
target of £(38.0)m required a significant
improvement on FY25. The target level of
£(19)m was aligned with expected market
consensus when the targets were set,
while maximum performance of average
month-end net debt of £0m required
a stretching improvement, taking into
account planned property investment
and the share buyback programme.
Average month-end net cash for the year
was £10.7m, resulting in a payout of 100%
of the maximum for this element.
Safety
Safety represented 10% of the FY26 annual
bonus. The safety target was based on
Kier’s Accident Incident Rate (AIR), with
threshold performance requiring an
AIR of 84 and maximum performance
requiring an AIR of 79 or lower. Although
our 12-month rolling AIR was 101, which
represented a 12% improvement over the
previous year, the threshold level for this
target was not met and no payment was
made for this element. Further
information is set out on pages 34-35.
Strategic objectives
Strategic objectives represented 10%
of the FY26 annual bonus and were
assessed by reference to the Group’s
employee engagement index. Threshold
performance required an engagement
index of 75%, aligned with external
benchmarking for the construction
industry and above the benchmark
for companies of a comparable size to
Kier. Maximum performance required
an engagement index of 81%.
The all-employee survey achieved an
engagement index of 82%, an increase of
one percentage point over the prior year,
with overall participation of 72%, consistent
with the prior year. The Committee also
considered progress against the broader
balanced scorecard as an additional
reference point during FY26.
Having reviewed the extent to which the
Executive Directors satisfied their strategic
objectives, the Committee determined
that a payout of 100% of the maximum
for this element was appropriate.
Bonus outcome
Taking into account the business performance
and stakeholder context described above,
the Committee concluded that the overall
bonus outcome of 72.1% of maximum
opportunity was fair and appropriate.
Share buyback
The Committee considered the impact
of the share buyback programme on the
annual bonus outturn and determined
that no adjustment was required, as the
programme had been factored into the
targets when they were set.
Share delivery
FY26 bonuses will be delivered in a
combination of cash and deferred shares.
The shares will not be released until the
end of a three-year holding period. The
proportion of bonus to be deferred into
shares is 40% until the Executive has
met the share ownership requirement,
reducing to 33% once the requirement
has been achieved.
Further detail on the FY26 annual bonus
outcome can be found on pages 95-96
Kier Group plc Annual Report and Accounts 2026
86
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
2023 LTIP award
The 2023 LTIP award was based on
adjusted earnings per share (EPS) (40%),
total shareholder return (TSR) (25%),
adjusted free cash flow (FCF) (25%)
and reduction in carbon emissions (10%).
Performance
The financial targets were aligned with
delivery of the medium-term value
creation plan which was launched in
2022. This required EPS of 21.0p to 26.2p in
FY26, equivalent to c.10% to c.36% growth
over FY23, and adjusted free cash flow of
£130.4m to £163.0m representing 80% to
100% conversion of AOP. In addition, Kier’s
TSR needed to match or outperform the
FTSE 250 excluding investment trusts.
The 2023 grant introduced a non-financial
target relating to a reduction in the Group’s
Scope 1 and 2 carbon emissions. The
Committee ensured that the target was
relevant, quantifiable, science based,
and aligned with the Group’s pathway
to net zero carbon. The target required
a significant reduction in Scope 1 and 2
carbon emissions between the FY23
baseline position and the Group’s 2030
near-term net zero ambition.
Actual adjusted EPS performance in FY26
was 23.5p resulting in 61.06% of maximum
vesting for this element. Adjusted free
cash flow was £206.2m and TSR was
above upper quartile, resulting in full
vesting of the FCF and TSR elements.
The carbon reduction target was achieved
in full with significant operational
decarbonisation driven by the expanded
use of hydrotreated vegetable oil rather
than diesel.
Share buyback
The Committee reviewed the effect of the
share buyback programmes undertaken
in FY25 and FY26 on the LTIP outcome. The
Committee noted that the FCF calculation
was not impacted by the buybacks and
determined that excluding the impact of
the buybacks for the EPS element would
be immaterial to the overall vesting
outcome. It was therefore concluded that
the impact of the share buybacks was
immaterial and did not warrant an
adjustment to the vesting outcome.
Windfall gains
When considering the vesting outcome,
the Committee noted that the vast
majority of the estimated vest-date value
is attributable to strong performance
during the three-year performance
period, and therefore no adjustment was
required. The Committee reserves the
discretion to reconsider in the event of
a material change in the share price by
the date of vest on 17 November 2026.
Outcome
The overall vesting outcome for the 2023
LTIP was 84.42%. The Committee considers
this to be an equitable outcome, reflecting
both the formulaic performance result
and the broader circumstances of the
performance period.
The award vesting to the Chief Executive
is not subject to a post-vest holding
period as the award was granted prior
to his appointment to the Board. The
Directors’ Share Ownership Policy
requirements continue to apply.
Further detail on the vesting can be found
on pages 96-97
Board changes
The change of Chief Executive was described
in last year’s Annual Report on page 94.
In December 2025, we announced that
Simon Kesterton would step down from
the Board on 31 December 2025. The relevant
termination arrangements, which were in
line with our Policy, are set out on page 103.
Tom Hinton joined the Board as Chief
Financial Officer (CFO) on 1 January 2026.
Tom was appointed on a base salary
of £520,000, which was lower than that
of the previous CFO, reflecting Kier’s
stabilisation over the last three years.
For FY26, he was eligible for a maximum
annual bonus of 150% of salary, pro-rated
by 50% to reflect the period worked during
the financial year, and an LTIP award of
175% of salary.
To compensate Tom for the bonus he was
forfeiting from his previous employer on
joining Kier, the Committee approved a
buy-out award comprising a £125,000
cash payment, payable six months after
joining, and a share award with a value of
£125,000, vesting after 12 months with no
performance conditions; the Committee
is satisfied that the value of these awards
fairly reflected the value of the forfeited
awards. Further details are set out on
page 98. Other benefits, including pension,
private medical cover and car allowance,
were provided on the usual basis
described on page 105.
The Committee considers Tom’s
remuneration package to be appropriate,
taking into account the requirements
of the CFO role, the external market
and his experience. The remuneration
arrangements for both Stuart and Tom
were determined in accordance with
the shareholder-approved Policy.
Remuneration Policy subject to
shareholder approval at the 2026 AGM
The Remuneration Policy was last approved
by shareholders at the 2023 AGM and is
therefore required to be renewed at the
2026 AGM. During the year, the Committee
reviewed the current Directors’ Remuneration
Policy and consulted with major shareholders.
The Committee concluded that the Policy
remains fit for purpose, continues to
support the Group’s strategy and is aligned
with FTSE market practice. No changes
are proposed to the maximum opportunity
under either the annual bonus or the LTIP,
and only minor changes are being made
to the Policy wording to ensure clarity
around its implementation.
Shareholder engagement
As part of our commitment to maintaining
an open and transparent dialogue with
shareholders, the Committee wrote to
major shareholders in April to explain
the outcome of its review of the Directors’
Remuneration Policy, which will be
submitted for approval at the AGM in
November. The proposed changes were
limited to minor drafting amendments,
and the correspondence also provided
an opportunity to update shareholders
on the change in Committee Chair.
We subsequently met with representatives
from four of our principal shareholders to
discuss executive remuneration and the
proposed Policy.
We welcomed the constructive nature
of these discussions and were pleased
that no material concerns were raised
in relation to either the proposed changes
or the broader remuneration framework.
Kier Group plc Annual Report and Accounts 2026
87
Strategic reportOverview
Corporate governance Financial statements Other information
Looking forward – FY27
Base salary
The Committee determined that the
Executive Directors will receive a salary
increase of 3%, aligned with the average
increase that will apply to the majority
of the wider workforce. The increase will
take effect from the normal review date
of 1 October 2026.
Annual bonus
The maximum bonus opportunity will
remain unchanged at 150% of base salary.
The bonus will continue to be based
on AOP (40%), average month-end net
debt/cash (40%), safety (10%) and strategic
objectives (10%). The Committee reviewed
the performance measures and determined
that, whilst the overall weightings should
remain unchanged, a second safety
measure will be introduced, based on
Lost Time Injury Frequency Rate (LTIFR).
The strategic objectives element will
continue to relate to employee engagement
.
The Committee has considered a range
of factors in setting targets and is satisfied
that they are appropriately stretching.
Significant outperformance will be
required to achieve maximum payout.
Full details of the FY27 performance targets
will be provided in the 2027 Directors’
Remuneration report.
LTIP awards
The LTIP award level will remain
unchanged at 175% of base salary
for the Executive Directors.
The 2026 LTIP grant will use a grant price
based on the three-month average share
price leading up to the date of grant,
consistent with recent awards.
The Committee reviewed the range
of performance conditions and
approved an increase to the weighting
of non-financial measures from 10% to
15%. This enables the introduction of a
new diversity and inclusion measure, with
the non-financial weighting split equally
between carbon reduction and diversity
and inclusion.
The Committee considered a number
of options when determining the most
appropriate diversity and inclusion
metric for the LTIP including the use
of an ethnicity-related measure.
Whilst recognising the importance of
improving diversity across all dimensions,
the Committee determined that Kier’s
gender representation remains further
from the profile of the wider UK workforce
than its ethnicity.
Ethnicity representation remains a
key internal priority and a balanced
scorecard measure that is closely
monitored by the Board.
Following careful discussion, the
Committee concluded that increasing
female representation at a senior
level would represent the area of
greatest opportunity.
Senior leaders set the tone for the
organisation and have a significant
impact on culture, inclusion and the
leadership environment experienced by
colleagues across the Group. Increasing
female representation at this level is
therefore expected to support broader
progress on diversity and inclusion which
is a key measure for many of our customers
and therefore contributes to our work-winning
success. It also supports the Group’s aim
to be an employer of choice for gender
inclusion within our industry.
The performance measures for the 2026
LTIP grant will therefore be EPS (40%),
relative TSR outperformance (25%), FCF
(20%), reductions in the Group’s Scope 1
and 2 carbon emissions (7.5%) and
female representation at senior
grades (7.5%).
Further detail on the targets can be found
on page 105
As Committee Chair, I would like to
thank shareholders for their engagement
and feedback during the year. I hope
to receive your support for both the
Directors’ Remuneration report and the
Directors’ Remuneration Policy at the
AGM in November.
Anne Baldock
Chair of the Remuneration Committee
Directors’ Remuneration report continued
Kier Group plc Annual Report and Accounts 2026
88
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Remuneration framework
There are three elements
to the framework for the
Executives’ remuneration:
Fixed element
Comprises base salary, taxable benefits
and pension contributions.
Short-term element
An annual bonus, which incentivises
and rewards the delivery of a balanced
selection of financial and non-financial
targets in a financial year. Payments are
settled at least one-third in shares which
are deferred for three years and subject
to malus, with the balance paid in cash
and subject to clawback.
Long-term element
Performance share awards which
incentivise and reward the delivery of
sustainable, long-term performance and
align the interests of Executives with those
of shareholders. Shares vest after three
years subject to the achievement of a
scorecard of financial, TSR and ESG-based
measures. Shares (net of tax) must be
held for a further two years post-vesting
and remain subject to clawback.
Approach to
remuneration
at Kier
Remuneration at a glance
Strategic alignment of remuneration
For the Executives and senior management, a
significant part of the total remuneration opportunity
is performance related, and the performance targets
are directly linked to the delivery of the Group’s
strategy and long-term returns. The following table
illustrates how that is achieved:
Strategic priorities
Growth Resilience Performance
S
Medium-term targets
Revenue
growth
Adjusted
operating
margin
Adjusted
EPS growth
Cash flow
conversion
Average
net cash
Dividend
cover
How remuneration links to our strategy
Annual bonus targets for FY27
Adjusted
operating profit
40%
Average month
end net cash
40%
Safety
10%
Strategic
objectives
10%
LTIP performance conditions for FY27
Adjusted
EPS
40%
Cash flow
conversion
20%
Total
shareholder
return
25%
Carbon
emissions
reduction
7.5%
Diversity &
Inclusion
7.5%
Pay linked to performance
More than two-thirds of Executive Directors’
maximum remuneration opportunity is
variable and dependent on performance
against the Group’s strategic priorities.
Strong alignment with shareholders
Approximately half of Executive Directors’
maximum remuneration opportunity is
delivered in shares, with a shareholding
requirement of 200% of salary to encourage
long-term value creation.
Competitive but responsible remuneration
The Committee seeks to attract and retain
talented leaders through competitive
remuneration, while ensuring that pay
outcomes remain proportionate and support
the long-term success of the Company.
Kier Group plc Annual Report and Accounts 2026
89
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Strategic measure selection
Measures are
strategic, taking into
account budget and
long‑term forecasts
FY26 annual bonus:
Targets included adjusted operating profit (40%), average
month-end net debt (40%), Accident Incident Rate (10%) and
strategic objectives (10%).
The financial targets were directly linked to the Group’s strategic
priorities for the forthcoming financial year.
The non-financial targets reflected the Group’s health and safety
performance and employee engagement.
2023 LTIP:
Targets included adjusted earnings per share (40%), total
shareholder return (25%), adjusted free cash flow (25%) and
reduction in carbon emissions (10%).
When the Committee selected performance metrics in 2023,
profitability and cash generation remained of primary importance.
In addition, aligned with the Group’s sustainability strategy, a target
for the reduction in carbon emissions was introduced.
Set stretching targets
The Committee
considers a range
of factors to
ensure targets
are stretching
We take into account the Group’s strategic priorities, the annual
budget, analysts’ forecasts (consensus), economic conditions
that impact revenue or margin including cost inflation, individuals’
areas of responsibilities and the Board’s expectations over the
relevant period.
Significant outperformance of target is required to achieve
maximum payout.
Target setting and determining incentive outcomes
Take account of wider circumstances
The Committee
takes a big
picture approach
The Committee believes that the range of measures used to drive
the annual bonus and LTIP ensures performance is assessed using
a balanced and strategic approach. The Committee also considers
the wider workforce remuneration and policies when making
decisions on executive remuneration.
Taking into account business performance, the wider stakeholder
context and shareholder experience, the Committee is satisfied that
the FY26 bonus and 2023 LTIP outcomes are fair and appropriate.
Apply discretion if required
Depending on
circumstances, the
Committee may
exercise judgement
in determining
the level
of achievement
The Committee has full discretion to override formulaic outcomes.
Deferred bonus shares and unvested LTIP awards are subject to a
‘malus’ provision during the three-year deferral/performance period.
This allows the Committee to apply a reduction in certain circumstances
including a material misstatement of the Group’s financial statements,
a material error in determining the satisfaction of a performance
condition, a participant deliberately misleading the Company, the
market and/or shareholders, material reputational damage to the
Group, gross misconduct and any other circumstances similar in nature.
Clawback applies to the cash element of the annual bonus and during
the two-year holding period that applies to LTIP awards post-vesting.
The circumstances in which clawback applies are substantially the
same as for malus. The Committee has the right to apply the malus
and clawback on an individual or on a collective basis.
The Committee considered the buyback programmes undertaken
in FY25 and FY26 and determined that they did not have a material
effect on the 2023 LTIP outcome. It therefore determined that the
vesting outcome should not be adjusted to remove the impact of
the buyback.
Remuneration at a glance continued
Kier Group plc Annual Report and Accounts 2026
90
Strategic reportOverview
Corporate governance Financial statements Other information
Stuart Togwell (CEO) Tom Hinton (CFO)
Base salary £731,300 (+3%) £535,600 (+3%)
Annual bonus 150% of salary 150% of salary
Targets:
– Adjusted operating profit 40%
– Average month-end net cash 40%
– Group Accident Incident Rate 5%
– Group Lost Time Injury Frequency Rate 5%
– Strategic objectives 10%
LTIP 175% of salary 175% of salary
Targets:
– Earnings per share 40%
– Free cash flow 20%
– Total shareholder return 25%
– Carbon emissions reduction 7.5%
– Female representation at senior grades 7.5%
Pension 7.5% of base salary 7.5% of base salary
Directors’ Remuneration report continued
Summary of the Executive Directors’ FY26 remuneration outcome Summary of the Executive Directors’ FY27 remuneration framework
Remuneration at a glance
continued
FY26 bonus
Performance against targets
2023 LTIP
Performance against targets
Reduction in Group’s AIR
Adjusted FCF
Average month-end net (debt)/cash
TSR
AOP
Adjusted EPS
Employee engagement
Reduction in carbon emissions
AOP 22.1%
Average month-
end net debt 40%
Reduction in
Group’s AIR 0%
Strategic objectives
10%
Bonus
72.1%
Adjusted EPS
24.42%
Adjusted FCF 25%
TSR 25%
Reduction in carbon
emissions 10%
LTIP
84.42%
See pages 95 and 96 for further information
£169.8m (55.2% of max)
£10.7m (100% of max)
101 (0% of max)
82% (100% of max)
23.5p (61.06% of max)
Above upper quartile (100% of max)
£206.2m (100% of max)
18,294 tCO
2
e (100% of max)
Kier Group plc Annual Report and Accounts 2026
91
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Remuneration at a glance continued
2026 Directors’ Remuneration Policy
Review of the Directors’
Remuneration Policy
Following a review during the year, the
Committee determined that no material
changes were required.
The proposed Policy is set out on
pages 108–117.
Engagement with shareholders
In line with the commitment to maintain
an open and transparent dialogue with
shareholders, the Committee wrote to
major shareholders in April to explain
the outcome of its review of the Policy.
The letter confirmed that the proposed
changes were limited to minor drafting
amendments. Shareholders were invited
to provide feedback.
The incoming and outgoing
Committee Chairs subsequently
met with representatives from four key
shareholders to discuss the proposed
Policy and executive remuneration
in general. The discussions were
constructive and no material concerns
were raised in relation to either the
proposed changes or the broader
remuneration framework.
Remuneration Committee
Chair Q&A
How does the Policy continue to
support Kier’s strategy?
The Committee is focused on ensuring
the Policy, and its application, is directly
linked to the delivery of the Group’s
strategy and its long-term success.
We illustrate on page 89 how the
strategy links to the management
team’s remuneration through the
careful selection of performance
measures and targets.
The Policy enables us to attract, retain
and incentivise a leadership team that
will continue to build Kier’s future success.
What changes have been made
to the Policy?
Having reviewed the Policy, and taking
into account the recent changes in Kier’s
management team, we determined that
no changes were needed to the Policy in
respect of its structure or operation. We
are satisfied that the quantum for the
short and long-term incentive
arrangements remains appropriate
for the Group at this time.
We took the opportunity to review the
metrics for the FY27 LTIP award and to
introduce a new measure focusing on
diversity and inclusion.
See page 88
In addition, we have made minor
updates to the Policy wording where
necessary to reflect current market
practice or relevant Committee
decisions, such as the formalisation
of the Directors’ Share Ownership Policy.
How do you ensure the Policy remains
fit for purpose?
As part of the review, we compared
pay and incentives for our Executive
Directors with both sector peers and
the wider FTSE 250. This, together with
the work undertaken during 2025 on
the appointment terms for our new
CEO and CFO, gives the Committee
confidence that the Policy remains
appropriate for Kier.
We will continue to monitor the
effectiveness of the Policy. If we believe
that changes are needed before the
next required shareholder vote, we will
consult with shareholders and bring a
revised Policy to an earlier AGM.
How does the Policy align Executives
with the wider workforce?
There is significant alignment to the
wider workforce within Kier. The measures
and targets that apply to the Executive
Directors in the annual bonus plan and
the LTIP are cascaded to all participants
in these arrangements.
Where possible, employee benefits
are designed and delivered consistently
to all employees. Where we have
grade-specific exceptions these are
largely aligned with the external market.
The chart on page 93 summarises our
pay and reward framework and you
will see that many of the benefits and
support services are consistent across
our whole workforce.
The Committee is regularly updated on
workforce pay, benefits and wellbeing
support including the introduction of
any new or enhanced policies or services.
As I mention in my statement on page
86, my predecessor has been meeting
with the Group’s Reward & Employee
Benefits Forum at least annually and
I intend to continue to do this.
The most recent meeting discussed the
purpose of the Board and the Committee
as well as the AGM and the shareholder
voting process. They also talked
about the Policy review and why this
is important for different stakeholders.
The remuneration arrangements for
the Executives were discussed with the
Forum and there was good engagement
and plenty of opportunity for questions
to be asked.
Kier Group plc Annual Report and Accounts 2026
92
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Pay and reward framework
Element of remuneration All employees Executive Directors
Salary Pay review boundaries approved by the Committee Increases typically in line with average awarded to wider workforce
Annual bonus Participants Grade related (over 1,000 employees) CEO and CFO
Opportunity Grade related (between 10% and 100% of salary) 150% of salary
Measures Profit; average month-end net cash; health and safety; strategic objectives
Deferral Executive Committee: 25% of net bonus payment
deferred for three years
33% of net bonus payment deferred for three years
(40% if share ownership requirement not met)
LTIP Participants Leadership and strategic senior managers CEO and CFO
Opportunity Grade related (between 25% and 100% of salary) 175% of salary (200% of salary in exceptional circumstances)
Holding period No post-vesting holding period Two-year post-vesting holding period
Measures Earnings per share; total shareholder return; free cash flow; carbon reduction; diversity and inclusion
Performance period Not less than three years
Pension Employer contributions 7.5% of base salary
Holiday Annual leave 26 days plus service increments
Health Group private medical insurance Single person cover provided to employees at specific grades
Car Group car policy Car or car allowance provided to employees at specific grades
All‑employee
share plans
Sharesave Up to £6,000 p.a. (three-year saving period)
Share Incentive Plan Up to £1,800 p.a. (Group-funded matching shares provided on 1:2 basis up to a cap)
Life assurance Lump sum payment to beneficiary 4x base salary with minimum payment of £40,000
Wellbeing Employee Assistance Programme 24/7 confidential employee advice and counselling service
Virtual GP 24/7 free access to GP services for employees and their family members
Benefits Competitive range of benefits Access to a range of benefits including salary sacrifice green car scheme, health and insurance plans, cycle to work,
spreading the cost of buying tech, furniture and car maintenance, discounted gym membership, free mortgage advice,
free will writing service and DIY stores trade discounts
Kier Rewards Shopping discounts and cashback All employees have access to savings at more than 850 retailers
Remuneration at a glance continued
Kier Group plc Annual Report and Accounts 2026
93
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Annual report on remuneration
Directors’ remuneration for the 2026 financial year (audited)
The following table provides details of the Directors’ remuneration for the 2026 financial year, together with their remuneration for the 2025 financial year.
Fixed Pay Variable Pay Total
Salary/fee
(£000)
Benefits
1
(£000)
Pension
2
(£000)
Bonus
(£000)
LTIP vesting
(£000)
Other
(£000)
Total
(£000)
2026 2025 2026 2025 2026 2025
2026
3
2025 2026
4
2025
5
2026
6
2025 2026 2025
5
Executive Directors
Stuart Togwell
7
659 418 15 11 49 31 679 296 572 293 – – 1,974 1,049
Tom Hinton
8
260 – 7 – 20 – 281 – – – 250 – 818 –
Andrew Davies
9
271 806 5 15 20 60 293 690 2,096 3,839 – – 2,685 5,410
Simon Kesterton
10
288 563 7 15 22 42 316 482 1,569 2,682 – – 2,202 3,784
Non‑Executive Directors
11
Alison Atkinson 73 71 – – – – – – – – – – 73 71
Anne Baldock 62 – – – – – – – – – – – 62 –
Chris Browne 73 68 – – – – – – – – – – 73 68
Margaret Hassall
12
74 79 – – – – – – – – – – 74 79
Matthew Lester 268 260 – – – – – – – – – – 268 260
Mohammed Saddiq 60 59 – – – – – – – – – – 60 59
Clive Watson 73 71 – – – – – – – – – – 73 71
Total 2,161 2,395 34 41 111 133 1,569 1,468 4,237 6,814 250 – 8,362 10,851
All figures in the above table have been rounded to the nearest £1,000.
1. Comprisesthevalueoftaxablebenefitsandallowancesincludingprivatemedicalinsuranceandacarorcarallowance,andnon-taxablebenefitsofthevalueofmatchingsharesawardedundertheShareIncentivePlan.
2. Comprises the payment of employer pension contributions and/or a cash allowance.
3. 33% of the total net bonus payment for Stuart Togwell and 40% of the total net bonus payment for Tom Hinton will be deferred into shares for three years.
4. The estimated value of the LTIP award that was granted in respect of the 2024–26 performance period is included in the table above, based on a share price of 206.3p (the three-month average share price for the period
ending 30 June 2026). The award will vest in November 2026 and the shares held by Andrew Davies and Simon Kesterton will then be subject to a two-year holding period. No holding period is applicable to Stuart Togwell
astheawardwasmadepriortojoiningtheBoard.ForStuartTogwell,theestimatedvalueispro-ratedtoreflecttheperiodasaBoardDirector(1October2024to30June2026)and£265,168oftheestimatedvalueoftheLTIP
is attributable to share price growth and dividend equivalents of £60,828 have been included. For Andrew Davies, £972,286 of the estimated value of the LTIP is attributable to share price growth and dividend equivalents
of £223,041 have been included. For Simon Kesterton, £727,875 of the estimated value of the LTIP is attributable to share price growth and dividend equivalents of £166,971 have been included.
5. Thefiguresinthesecolumnshavebeenrestated,comparedtotheestimatedvaluesincludedinthe2025AnnualReport,toreflecttheCompany’ssharepriceonthevestingdateforthe2022LTIPawardof222.0p.
6. Comprisesacashpaymentandrecruitmentshareawardwiththeestimatedvaluebasedonthegrantpriceof223.2p(theaveragesharepriceforthefivedaysprecedingthestartofemployment)inlieuofremuneration
forfeited on leaving his previous employer. Further details are set out on page 98.
7. Stuart Togwell was appointed as Chief Executive on 1 November 2025. The bonus payment is shown in full. See note 4 regarding the LTIP vesting value.
8. Tom Hinton joined the Board on 1 January 2026.
9. Andrew Davies left the Board on 31 October 2025. Fixed pay is shown for the period to 31 October 2025. Variable pay is shown in full. See page 103 for more information.
10. Simon Kesterton left the Board on 31 December 2025. Fixed pay is shown for the period to 31 December 2025. Variable pay is shown in full. See page 103 for more information.
11. AlltheNon-ExecutiveDirectorsweremembersoftheRemunerationCommitteeforthe2026financialyear(oruntiltheylefttheBoard).
12. Margaret Hassall left the Board on 29 May 2026.
Kier Group plc Annual Report and Accounts 2026
94
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Pension entitlements (audited)
The Executives are eligible to participate in the Kier Retirement Savings Plan, a defined contribution plan. The employer pension contributions are aligned with those made
available to the majority of the workforce. Where the Executives are restricted by the annual allowance, a portion of the pension contributions may be paid as a cash allowance.
Cash allowances are subject to tax and national insurance deductions and are excluded when determining annual bonus and long-term incentive arrangements.
The value of the pension contributions or cash allowances paid in respect of the 2026 financial year (or until the date the Executive left the Board) was:
Director
Employer pension
contribution
Pension
contribution
Cash
allowance Total
Stuart Togwell 7.5% of salary – £49,440 £49,440
Tom Hinton 7.5% of salary – £19,500 £19,500
Andrew Davies 7.5% of salary – £20,329 £20,329
Simon Kesterton 7.5% of salary – £21,625 £21,625
Annual bonus – 2026 financial year (audited)
Details of the annual bonus target setting process are set out on page 90. Bonus outcomes for the Executive Directors in respect of the 2026 financial year were:
Financial performance (weighting: 80%)
Target Weighting Threshold
1
Target
1
Maximum
1
Actual
performance
Actual performance as
a % of bonus element
AOP 40% £159 .1 m £168.8 m £1 78. 5 m £169.8m 55.2%
Group average month-end net debt 40% £(38.0)m £(19.0)m £0m £10.7m 100%
Health, safety and wellbeing (weighting: 10%)
Target Weighting Threshold Maximum
Actual
performance
Actual performance as
a % of bonus element
Reduction in the Group’s AIR
2
10% 84 79 101 0%
Personal objectives (weighting: 10%)
Target Weighting Threshold Maximum
Actual
performance
Actual performance as
a % of bonus element
Employee engagement index
2
10% 75 81 82 100%
1. Bonus payment opportunity was 0% for threshold performance, 50% for target performance and 100% for maximum performance.
2. Bonus payment opportunity was 0% for below threshold, 50% for threshold performance and 100% for maximum performance. Further information is set out on page 86.
As noted in the Chair’s statement, the Committee considered the impact of the share buyback programme on the outcome of the annual bonus and determined that no
adjustment was required, as the programme had been factored into the targets when they were set. The Committee determined that the overall outcome of 72.1% was a fair
reflection of the performance of the Company during the year.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
95
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Total outcome of annual bonus
1
Director
Bonus payable as
% of opportunity
Maximum
opportunity as
% of salary
Bonus payable as
% of salary Total bonus
Stuart Togwell
2
72.1% 125%/150% 103.04% £679,234
Tom Hinton 72.1% 150% 108.12% £281,112
Andrew Davies 72.1% 150% 108.12% £293,056
Simon Kesterton 72.1% 150% 108.12% £316,358
1. Thebonusopportunitywasreducedproratatoperiodofemploymentduringthefinancialyear:TomHinton(from1January2026to30June2026),AndrewDavies(from1July2025to31October2025)andSimonKesterton
(from 1 July 2025 to 31 December 2025).
2. The bonus opportunity for Stuart Togwell was 125% from 1 July 2025 to 31 October 2025 and 150% following appointment as Chief Executive on 1 November 2025, and the bonus amount payable has been calculated using the
relevant salary for both time periods.
In accordance with the Policy, the amount of net bonus payment deferred into shares will be 33% for Stuart Togwell (having met the required shareholding levels) and 40% for
Tom Hinton. The deferred shares will be held for three years and malus provisions apply. No deferral is applicable to Andrew Davies or Simon Kesterton.
LTIP award – performance period ended 30 June 2026 (audited)
The three-year performance period for the LTIP award granted in 2023 ended on 30 June 2026. Achievement against the performance conditions for the LTIP award was as follows:
Performance conditions Weighting Targets
1
Actual performance
Level of vesting
% per metric
2
Level of vesting as
% of overall
opportunity
Adjusted earnings per share
3
40% • 0% vesting if less than 21.0p
• 25% vesting if equal to 21.0p
• 100% vesting if 26.2p or above
23.5p 61.06% 24.42%
Total shareholder return vs FTSE 250
excluding investment trusts
25%
• 0% vesting for below median performance
• 25% vesting for at median performance
• 100% vesting for upper quartile
performance or above
Above upper quartile 100% 25%
Adjusted free cash flow
3
25% • 0% vesting if less than £130.4m
• 25% vesting if equal to £130.4m
• 100% vesting if £163.0m or more
£206.2m 100% 25%
Reduction in carbon emissions
4
10% • 0% vesting if above 27,625 tCO
2
e
• 25% vesting if equal to 27,625 tCO
2
e
• 100% vesting for 26,171 tCO
2
e or below
18,294 tCO
2
e 100% 10%
Total 84.42%
1. Straight-line vesting between threshold (25% achievement) and maximum (100% achievement).
2. Expressed as a percentage of maximum opportunity.
3. Forthefinancialyearended30June2026.
4. Measured over the period 1 April 2025 to 31 March 2026 to align with carbon reporting periods.
As noted in the Chair’s statement, the Committee determined that the impact of the share buyback programmes were not material to the overall vesting outcome and
therefore no adjustment was warranted.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
96
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
The Committee also considered the potential for windfall gains on vesting and determined that this was not applicable. However, it reserves the discretion to reconsider in the
event of a material change in the share price by the date of vest on 17 November 2026.
The vesting of the LTIP awards granted in 2023 will result in the allocation of the following number of shares:
Director
Estimated
number of
shares due
to vest
1,2
Value
3
Stuart Togwell
4
277,074 £571,604
Andrew Davies 1,015,945 £2,095,895
Simon Kesterton 760,558 £1,569,031
1. The vesting date is 17 November 2026.
2. The estimated number of shares due to vest includes an estimate of the additional shares to be added at vesting from dividend equivalents. Following vesting, the shares allocated to Andrew Davies and Simon Kesterton are
subject to a mandatory two-year holding period. No holding period is applicable to Stuart Togwell as the award was made prior to joining the Board. Awards are subject to clawback provisions.
3. The value of the shares has been calculated using the average share price for the three-month period ended 30 June 2026 which was 206.3p.
4. The estimated number of shares due to vest, and value shown, relates to the period served as an Executive Director (1 October 2024 to 30 June 2026).
Share awards granted during the 2026 financial year (audited)
The following share awards were granted to those persons who, during the 2026 financial year, served as a Director:
Award
1
Basis of award Director
Shares
awarded Face value
2
Award for threshold
performance
Performance
period Vesting date Performance measures
LTIP Percentage of base salary for
the year ended 30 June 2026
Stuart Togwell 607,579 £1,242,499 25% 1 July 2025 –
30 June 2028
13 October 2028 The performance conditions
are set out below
Tom Hinton 400,881 £910,000
Simon Kesterton 500,780 £1,024,095
Deferred
shares
Percentage of the net bonus for
the year ended 30 June 2025
Stuart Togwell 30,196 £68,998 n/a n/a 28 October 2028 n/a
Simon Kesterton 37,298 £85,226
SIP Matching shares purchased in
accordance with the SIP rules
3
Tom Hinton 65 £135 n/a n/a n/a Continued service condition
Recruitment Value of £125,000 Tom Hinton 56,003 £125,000 n/a n/a March 2027
4
Continued service condition
1. The LTIP awards were granted as conditional awards, based on 175% of base salary. On vesting, the LTIP awards are subject to a two-year mandatory holding period. The deferred shares are Ordinary Shares with a holding
period of three years. The amount of deferral of the net bonus was 33%. The SIP purchases are Ordinary Shares.
2. For the LTIP awards, the face value of the shares has been calculated using the average share price for the three-month period preceding the date of grant. For the LTIP awards granted in October 2025 (and for the additional
LTIP award granted to Stuart Togwell in November 2025), the share price was 204.5p. For the award granted to Tom Hinton in March 2026, the share price was 227.0p. For the deferred shares, the face value has been calculated
using the share price on 27 October 2025, which was 228.5p. For the SIP, the face value has been calculated using the average share price for matching share purchases of 207.3p. For the buy-out award, the face value of the
shareshasbeencalculatedusingtheaveragesharepriceforthefivedaysprecedingthestartofemploymenton1January2026,whichwas223.2p.
3. Matching shares were funded by the Group at the rate of one matching share for every two partnership shares purchased, capped at £90 of partnership shares per purchase.
4. Vesting in March 2027 following the announcement of the Company’s interim results for the period ended 31 December 2026.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
97
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
LTIP 2025 grant – performance conditions (audited)
The performance measures and targets for the LTIP awards that were granted during the 2026 financial year are set out in the table below (and page 109 of the 2025 Annual
Report). The performance period is three years and the awards will, subject to the satisfaction of the performance conditions, vest on the third anniversary of the grant date
(13 October 2028). In setting the EPS and FCF targets, the Committee considered a range of internal and external reference points, including the Group’s operating and strategic
plans, and analyst consensus to reflect market expectations. The targets were aligned with the ambition set out in the Group’s long-term sustainable growth plan.
The EPS target represents a 3% growth per annum increase at threshold and 10% growth per annum increase at maximum compared to the 2025 financial year. The FCF target
maintains the 80% to 100% cash conversion range used for the previous LTIP grant. The carbon emission measure is based on the reduction in Scope 1 and 2 emissions as at
FY28. The target is set with reference to Kier’s net zero target of 9,068 tonnes in 2039 (as validated by SBTi).
The Committee is satisfied that the performance targets represent the right balance between incentivising management and aligning with shareholder interests.
Performance conditions Weighting Targets
1
Adjusted EPS
2
40% • 0% vesting for below 24.1p • 25% vesting for 24.1p • 100% vesting for 29.4p
TSR vs FTSE 250 excluding investment trusts 25% • 0% vesting for below median • 25% vesting at median • 100% vesting for upper quartile
Adjusted FCF
2
25% • 0% vesting for below £155.2m • 25% vesting for £155.2m • 100% vesting for £194.0m
Reduction in carbon emissions
2,3
10% • 0% vesting for above 22,547 tCO
2
e • 25% vesting at 22,547 tCO
2
e • 100% vesting for 21,360 tCO
2
e or below
1. Straight-line vesting between threshold (25% achievement) and maximum (100% achievement).
2. Forthefinancialyearending30June2028.
3. Measured over the period 1 April 2027 to 31 March 2028 to align with carbon reporting periods.
Buy-out awards (audited)
Following his appointment, Tom Hinton received the following awards to partially compensate for the bonus forfeited on leaving his previous employer.
Cash bonus
A cash payment of £125,000 was payable six months after commencement of employment. This payment is included in the single figure table on page 94.
Recruitment Award
A share award with a value of £125,000 was granted on 10 March 2026. The award will vest in March 2027 following the announcement of the Company’s interim results for the
period ended 31 December 2026. No performance conditions were attached to the award. No holding period is applicable, but the vested shares will be subject to the Directors’
Share Ownership Policy. Malus and clawback apply to the award with a clawback period of one year from the vesting date. The value of the shares is included in the single
figure table on page 94.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
98
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Directors’ shareholdings and share interests (audited)
The Committee has a Directors’ Share Ownership Policy which requires the Executives to build up a shareholding in the Company of at least two years’ base salary, to be accumulated
over a period of up to five years. Executives are therefore required to retain any shares allocated to them as part of the annual bonus arrangements, and upon the vesting of
LTIP awards, until this shareholding level has been reached. The Executives are required to retain shares equal in value to 200% of base salary for a period of two years from the
date on which employment is terminated (or if the number of shares owned at such date is less than such value, the shares then owned).
The following table sets out details, as at 30 June 2026 (or the date on which the relevant individual left the Board), of the shareholdings and share interests of those persons
(together with, where relevant, the shareholdings and share interests of their connected persons) who, during the 2026 financial year, served as a Director:
As at 30 June 2026
Shares held Options held
Owned
outright
or vested
1
Vested but
subject to a
holding
period
2
Unvested and
subject to
performance
conditions
3
Unvested and
subject
to continued
employment
4
Vested
but not
exercised
Unvested and
subject
to continued
employment
5
Shareholding
requirement
(% of salary)
Current
shareholding
(% of salary)
6
Requirement
met?
Alison Atkinson 19,628 – – – – – n/a n/a n/a
Anne Baldock – – – – – – n/a n/a n/a
Chris Browne 20,325 – – – – – n/a n/a n/a
Andrew Davies
7
1,661,036 1,668,338 1,500,401 – – – n/a n/a n/a
Margaret Hassall
7
19,563 – – – – – n/a n/a n/a
Tom Hinton 219 – 400,881 56,068
– – 200% 0.1% No
Simon Kesterton
7
879,903 1,145,483 1,222,606 – – – n/a n/a n/a
Matthew Lester 166,131 – – – – – n/a n/a n/a
Mohammed Saddiq – – – – – – n/a n/a n/a
Stuart Togwell 747,829 130,328 1,672,447 – – 3,881 200% 270% Yes
Clive Watson 106,970 – – – – – n/a n/a n/a
1. ComprisingsharesheldlegallyorbeneficiallybytherelevantDirectorortheirconnectedpersons,includingpartnershipanddividendsharespurchasedundertheSIP.
2. Comprising shares allocated following the vesting of LTIP awards (after the payment of tax) and subject to a holding period, and deferred shares allocated to the relevant Director in connection with annual bonuses.
3. Comprising unvested LTIP awards.
4. Comprising unvested Recruitment Award (see page 100) and matching shares purchased under the SIP.
5. Comprising options under the Sharesave schemes. See page 100.
6. Calculated by reference to (i) shares owned outright or vested by the Director or their connected persons and (ii) shares vested but subject to a holding period, using the closing market price of a share in the capital
of the Company on 30 June 2026 of 218.2p and the gross base salaries for the year ended 30 June 2026.
7. Shareholding shown at date of leaving the Board.
Since 30 June 2026, Tom Hinton has acquired beneficial interests in 163 Ordinary Shares in the capital of the Company under the SIP.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
99
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
LTIP awards, deferred shares and Sharesave options (audited)
The table below summarises the LTIP awards, deferred shares and Sharesave options held by the Executive Directors.
Stuart Togwell
As at
30 June
2025
Awards
granted
during
the year
Awards
vested
during
the year
1
Awards
lapsed
during
the year
2
Awards
exercised
during
the year
Net shares received
after income tax
and NIC deduction
Shares
released
during
the year
As at
30 June
2026
Date of
grant
3
Grant price
at date
of award
4,5
Market price on
date awards
exercised
End of
performance
period
6
End of
holding
period
7
LTIP
2022 646,849 – 681,500 153,993 527,507 279,578 – – 21/10/2022 61.9p 222.0p 30/06/2025 –
2023 502,772 – – – – – – 502,772 17/11/2023 99.2p – 30/06/2026 –
2024 562,096 – – – – – – 562,096 11/10/2024 148.8p – 30/06/2027 11/10/2029
2025
8
–
408,997
198,582 – – – – –
408,997
198,582
13/10/2025
03/11/2025 204.5p – 30/06/2028 13/10/2030
Deferred shares
9
2022 50,891 – – – – – 50,891 – 31/10/2022 61.7p – – 31/10/2025
2023 54,667 – – – – – — 54,667 30/10/2023 99.5p – – 30/10/2026
2024 45,465 – – – – – — 45,465 28/10/2024 143.2p – – 28/10/2027
2025 – 30,196 – – – – – 30,196 28/10/2025 228.5p – – 28/10/2028
Sharesave
10
2024 2,506 – – – – – – 2,506 29/10/2024 111.0p – – –
2025 – 1,375 – – – – – 1,375 29/10/2025 199.0p – – –
Tom Hinton
As at
30 June
2025
Awards
granted
during
the year
Awards
vested
during
the year
Awards
lapsed
during
the year
Awards
exercised
during
the year
Net shares received
after income tax
and NIC deduction
Shares
released
during the
year
As at
30 June
2026
Date of
grant
3
Grant price
at date
of award
4,5
Market price on
date awards
exercised
End of
performance
period
6
End of
holding
period
7
LTIP
2025 – 400,881 – – – – – 400,881 10/03/2026 227.0p – 30/06/2028 13/10/2030
Recruitment
Award – 56,003 – – – – – 56,003 10/03/2026 223.2p – – –
For notes see page 101.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
100
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Andrew
Davies
As at
30 June
2025
Awards
granted
during the year
Awards
vested during
the year
1
Awards
lapsed during
the year
2
Awards
exercised
during the year
Net shares received
after income tax
and NIC deduction
Shares released
during the year
As at
30 June
2026
Date of
grant
3
Grant price
at date
of award
4,5
Market price on
date awards
exercised
End of
performance
period
6
End of
holding
period
7
LTIP
2022 2,120,355 – 2,233,944 504,785 1,729,159 916,454 – – 21/10/2022 61.9p 222.0p 30/06/2025 21/10/2027
2023 1,382,623 – – 307,250 – – – 1,075,373 17/11/2023 99.2p – 30/06/2026 17/11/2028
2024 956,315 – – 531,287 – – – 425,028 11/10/2024 148.8p – 30/06/2027 11/10/2029
Deferred shares
9
2022 309,808 – – – – – 309,808 – 31/10/2022 61.7p – – –
2023 151,809 – – – – – 151,809 – 30/10/2023 99.5p – – –
2024 119,075 – – – – – 119,075 – 28/10/2024 143.2p – – –
Sharesave
11
2022 4,909 – – – 4,909 – – – 02/11/2022 55.0p – – –
2023 3,091 – – 1,062 2,029 – – – 31/10/2023 90.0p – – –
2024 2,506 – – 1,690 816 – – – 29/10/2024 111.0p – – –
Simon
Kesterton
As at
30 June
2025
Awards granted
during the year
Awards
vested during
the year
1
Awards
lapsed during
the year
2
Awards
exercised
during the year
Net shares received
after income tax
and NIC deduction
Shares released
during the year
As at
30 June
2026
Date of
grant
3
Grant price
at date
of award
4,5
Market price on
date awards
exercised
End of
performance
period
6
End of
holding
period
7
LTIP
2022 1,481,520 – 1,560,885 352,700 1,208,185 640,337 – – 21/10/2022 61.9p 222.0p 30/06/2025 21/10/2027
2023 966,058 – – 161,010 – – – 805,048 17/11/2023 99.2p – 30/06/2026 17/11/2028
2024 668,190 – – 334,095 – – – 334,095 11/10/2024 148.8p – 30/06/2027 11/10/2029
2025 – 500,780 – 417,317 – – – 83,463 13/10/2025 204.5p – 30/06/2028 13/10/2030
Deferred shares
9
2022 138,761 – – – – – 138,761 – 31/10/2022 61.7p – – –
2023 106,070 – – – – – 106,070 – 30/10/2023 99.5p – – –
2024 83,199 – – – – – 83,199 – 28/10/2024 143.2p – – –
2025 – 37,298 – – – – 37,298 – 28/10/2025 228.5p – – –
Sharesave
11
2022 4,909 – – – 4,909 – – – 02/11/2022 55.0p – – –
2023 3,091 – – 3,091 – – – – 31/10/2023 90.0p – – –
2024 2,506 – – 2,506 – – – – 29/10/2024 111.0p – – –
Annual report on remuneration continued
1. Includesadditionalsharesaddedatvestingtoreflect
the dividends that would have been payable during the
award period (dividend equivalents).
2. For Andrew Davies and Simon Kesterton, their LTIP awards
werepro-ratedtoreflectthetimeelapsedtocessation
of employment. See page 103 for more information.
3. The LTIP awards vest on the third anniversary of the date
of grant (except the awards granted to Stuart Togwell in
November 2025 and Tom Hinton in March 2026 which vest
on 13 October 2028).
4. The grant price for the LTIP awards was the average share
price for the three-month period immediately prior to
the date of the grant, other than for the LTIP 2022 award
(see note 5 below).
5. For deferred shares (and the LTIP 2022 award), this
is the market price of a share from the business day
immediately prior to the date of the award or exercise.
For Sharesave, it is the exercise price. For the Recruitment
Awarditistheaveragesharepriceforthefivedayperiod
prior to commencement of employment.
6. See ‘LTIP award – Performance period ended 30 June 2026’
on pages 96-97 for vesting outcome. The performance
conditions for the LTIP 2024 and 2025 awards are set out
on page 121 of the 2024 Annual Report and page 102 of
the 2025 Annual Report.
7. For LTIP, the post-vesting holding period is two years
(except grants made to Stuart Togwell prior to
appointment as an Executive Director). For deferred
shares, the holding period is three years subject to early
release for ‘good leavers’ and upon a change of control
(see Remuneration Policy for further information).
8. Stuart Togwell received an additional LTIP award following
his appointment as Chief Executive. His total award for
FY26 was 175% of base salary.
9. The amount of net bonus allocated as deferred shares
for Stuart Togwell for the FY22 - FY24 allocations was 25%
and for FY25 was 33%. All deferred shares were released
to Andrew Davies and Simon Kesterton on their respective
leaving dates.
10. Assumes saving at the current rate for the three-year
savings period. The exercise period for each award
is six months commencing three years after date of
Sharesave contract.
11. For Andrew Davies, the Sharesave contracts were
exercised on a pro rata basis following retirement from the
Board. For Simon Kesterton, the Sharesave 2023 and 2024
contracts were forfeited following leaving the Board.
Kier Group plc Annual Report and Accounts 2026
101
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Total shareholder return
The graph below (left) shows the value, to 30 June 2026, of £100 invested in Kier Group plc on 30 June 2016 compared with the value of £100 invested in the FTSE 250 (excluding
investment trusts). The FTSE 250 was chosen because it includes companies of a similar size and complexity to the Group and is the comparator used for the LTIP TSR
performance target. Additionally, the graph below (right) shows the value, to 30 June 2026, of £100 invested in Kier Group plc on 30 June 2021 compared with the value of £100
invested in the FTSE 250 (excluding investment trusts). Over the past five years since the successful capital raise in 2021, the management team have delivered growth in value
and outperformance of the FTSE 250 index.
£200
£175
£150
£125
£100
£75
£50
£25
£0
Kier FTSE 250 Excluding Investment Trust Index
Annual report on remuneration continued
CEO’s remuneration
The table below sets out the total remuneration of the CEO paid with respect to each financial year indicated:
Year 2017 2018 2019
1
2019
1
2020
2
2021 2022 2023 2024 2025
3
2026
4
2026
4
CEO Haydn
Mursell
Haydn
Mursell
Haydn
Mursell
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Stuart
Togwell
CEO single figure
of remuneration (£000)
5
£1,199 £1,459 £423 £140 £613 £1,323 £2,119 £2,334 £3,843 £5,410 £2,685 £1,974
Annual bonus payout against
maximum opportunity (%)
48 75 – – – 90 78.8 91.2 82.1 56.6 72.1 72.1
LTIP vesting against
maximum opportunity (%)
29 24 – – – – 75 54.3 98.75 88.97 84.42 84.42
1. Haydn Mursell stood down as CEO on 22 January 2019 and Andrew Davies was appointed with effect from 15 April 2019.
2. Includes the temporary reduction in base salary and employer pension contributions and/or a cash allowance in response to COVID-19.
3. A 13% reduction was applied to the maximum LTIP shares under award prior to the application of the vesting outcome.
4. Andrew Davies retired as CEO on 31 October 2025 and Stuart Togwell was appointed with effect from 1 November 2025.
5. Allfiguresareroundedtothenearest£1,000.
Executive Directors’ external appointments
None.
Total shareholder return (for the period from 30 June 2016 to 30 June 2026)
2016 2017 2019 2021 2023 20252018 2020 2022 2024
£200
£175
£150
£125
£100
£75
£50
£25
£0
Kier FTSE 250 Excluding Investment Trust Index
Total shareholder return (for the period from 30 June 2021 to 30 June 2026)
2021 2022 2023 2024 2025 20262026
Kier Group plc Annual Report and Accounts 2026
102
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Pay ratio of CEO to average employee
The table below shows the ratio of the CEO’s total remuneration using the information
set out in the single figure table, compared to the total remuneration of a lower
quartile, median and upper quartile employee of the UK workforce.
Year Methodology
25th percentile
pay ratio
Median
pay ratio 75th percentile
2026 Option B 106:1 74:1 47:1
2025 Option B 121:1 89:1 55:1
2024 Option B 121:1 86:1 57:1
2023 Option B 77:1 52:1 34:1
2022 Option B 89:1 61:1 36:1
2021 Option B 50:1 36:1 22:1
2020 Option B 24:1 20:1 10:1
Further details of the remuneration of the CEO in the 2026 financial year and those
individuals whose remuneration in the 2026 financial year was at the 25th percentile,
median and 75th percentile amongst UK-based employees are as follows:
CEO 25th percentile Median 75th percentile
Salary £744,380
1
£34,765 £47,721 £70,853
Total remuneration £3,874,347
2
£36,624 £52,009 £82,893
The median, lower and upper quartile figures used to determine the above ratios were
calculated by reference to the full-time equivalent, annualised remuneration (as at
30 June 2026) of the Group’s UK-based employees (comprising salary, benefits, pension,
annual bonus and share-based and other incentives), based on the Group’s gender pay
gap data at April 2026, to determine ‘best equivalents’ in accordance with Option B in the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations
2008 (as amended). The Committee selected this calculation methodology as it was
considered to be the most efficient method of calculating the pay ratio given it utilises
pre-existing data available to Kier.
The CEO’s remuneration package is more heavily weighted to variable pay components
than is the case for the general employee population (consistent with market practice).
The ratio decreased for FY26 due to the change in CEO with lower base salary and variable
pay. The Committee considers that the median pay ratio for 2026 disclosed in the above
table is consistent with the pay, reward and the progression opportunities available to
UK-based employees across the business.
1. Total base salary for Andrew Davies and Stuart Togwell pro-rated for time served as Chief Executive in the
2026financialyear.
2. Totalbasesalary,benefitsandannualbonusvaluesforAndrewDaviesandStuartTogwellpro-ratedfor
timeservedasChiefExecutiveinthe2026financialyear.TheLTIPvaluepro-ratedfortimeservedasChief
Executive during the 1 July 2023 - 30 June 2026 performance period.
Payments to past Directors and payment for loss of office (audited)
The termination arrangements for Andrew Davies were set out in last year’s Directors’
Remuneration report (page 94). He received normal remuneration for duties as an
Executive Director to 31 October 2025 as detailed on page 94. He received a payment
of £637,563 in respect of base salary, taxable benefits, pension cash allowance and
accrued unused holiday entitlement as an employee for the remainder of his notice
period in accordance with the termination arrangements. Andrew did not receive a
base salary increase in 2025 and was not granted a 2025 LTIP award. Reflecting his
long service and contribution to the business he was treated as a good leaver for the
purposes of outstanding LTIP awards and his deferred bonus shares were released to
him. His Sharesave options were treated in accordance with the scheme rules. The
2026 bonus payment has been pro-rated to reflect the time elapsed to cessation
of employment.
The termination arrangements for Simon Kesterton were that he received normal
remuneration for duties as an Executive Director to 31 December 2025 as detailed
on page 94. He received a payment of £643,724 in respect of base salary, taxable
benefits, pension cash allowance and accrued unused holiday entitlement as an
employee for the remainder of his notice period in accordance with the termination
arrangements. Simon received a base salary increase in 2025 and was granted a
2025 LTIP award as this occurred prior to leaving the Board. Reflecting his long service
and contribution to the business he was treated as a good leaver for the purposes
of outstanding LTIP awards and his deferred bonus shares were released to him.
His Sharesave options lapsed on termination and his contributions were refunded.
The 2026 bonus payment has been pro-rated to reflect the time elapsed to cessation
of employment.
There were no payments to past Directors during the period and no other payments
for loss of office.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
103
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Relative importance of spend on pay
The graph below shows the total employee remuneration and dividends paid between FY25 and FY26:
Annual report on remuneration continued
Employee remuneration is remuneration paid to or receivable by all employees of the Group and the dividends that relate to the 2025 and 2026 financial years as stated
in notes 8 and 11 to the 2026 consolidated financial statements on pages 152 and 158 respectively.
Implementation of the Remuneration Policy in 2026 and 2027
Remuneration
element Implementation in the 2026 financial year Implementation in the 2027 financial year
Executive
Directors’
base salary
Stuart Togwell: £710,000 (effective 1 November 2025)
Tom Hinton: £520,000 (from appointment)
With effect from 1 October 2026,
salaries will be:
Stuart Togwell: £731,300 (+3%)
Tom Hinton: £535,600 (+3%)
The base salaries for the majority of the workforce are ordinarily reviewed
in August with any increase effective from 1 October. The wider workforce
increase for FY27 is c.3%.
Annual bonus The maximum opportunity for Stuart Togwell and Tom Hinton was 150%
of salary (75% of salary at target). The payment due to Tom Hinton will
be reduced pro rata for the period of employment during FY26.
The award opportunity for Stuart Togwell and Tom Hinton is unchanged.
A new additional non-financial measure relating to safety is being introduced.
The weighting of non-financial measures will remain at 20%. The performance
targets are considered to be commercially sensitive and will be disclosed, on
a retrospective basis, in the 2027 Annual Report.
The performance measures and
their weighting as a percentage
of maximum opportunity were:
• Group AOP: 40%
• Average month-end net debt: 40%
• Group health and safety: 10%
• Strategic objectives: 10%
Group AOP and average month-end net
debt payout ranges were as follows (as
a percentage of maximum opportunity):
• Threshold performance: 0%
• On-target performance: 50%
• Maximum performance: 100%
Total employee remuneration (£m) Dividend (£m)
£795.4m
£853.1mFY26
FY25
£31.6m
£33.8mFY26
FY25
Kier Group plc Annual Report and Accounts 2026
104
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Remuneration
element Implementation in the 2026 financial year Implementation in the 2027 financial year
LTIP The LTIP awards made to Stuart Togwell and Tom Hinton were at 175% of salary.
The performance conditions (and respective weightings) and targets for the
LTIP awards are set out on pages 98.
The performance period is three years. The awards will, subject to the
satisfaction of the performance conditions, vest in October 2028.
A two-year holding period will apply to any vested awards.
The level of award for Stuart Togwell and Tom Hinton will be 175% of salary. No
change to the length of performance period and post-vesting holding period.
The performance conditions for the award are below. See notes on page 106.
Adjusted EPS
1,2
(40% weighting)
• 0% vesting for below 26.2p
• 25% vesting for 26.2p
• 100% vesting for 33.9p
TSR outperformance
2,3
(25% weighting)
• 0% vesting for below median
• 25% vesting at median
• 100% vesting for upper quartile
Adjusted FCF
1,2
(20% weighting)
• 0% vesting for below £163.8m
• 25% vesting for £163.8m
• 100% vesting for £245.6m or higher
Reduction in carbon emissions
2,4,5
(7.5% weighting)
• 0% vesting for above 17,379 tCO
2
e
• 25% vesting for 17,379 tCO
2
e
• 100% vesting for 16,465 tCO
2
e or below
Female representation
at senior grades
1,2,6
(7.5% weighting)
• 0% vesting for below 22%
• 25% vesting for 22%
• 100% vesting for 25%
Pensions The pension contributions or cash allowances payable on behalf of or to the
Executive Directors are 7.5% of salary. This is aligned with the pension benefit
available to the majority of the workforce.
No change
Benefits The Executives receive private medical insurance and either a company
car or a car allowance, which will be £13,900 per annum.
No change
All‑employee
share plans
The Executives are entitled to participate in the all-employee share plans
on the same terms as all other eligible employees.
No change
Shareholding
requirements
200% of salary. The deferral allocation of any net bonus payment into shares
increases from 33% to 40% until the shareholding requirements are met.
Post-employment: the Executives are required to retain the lower of the shares
held at cessation of employment or shares to the value of 200% of base salary
for a period of two years.
No change
Annual report on remuneration continued
For notes see page 106.
Kier Group plc Annual Report and Accounts 2026
105
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Remuneration
element Implementation in the 2026 financial year Implementation in the 2027 financial year
Non‑Executive
Directors’ fees
With effect from 1 October 2025:
Chair of the Board £270,363
Base fee for Non-Executive £60,912
Additional fees:
Chair of Environmental, Social and Governance Committee £13,000
Chair of Nomination Committee –
Chair of Remuneration Committee £20,000
Chair of Risk Management and Audit Committee £13,000
Senior Independent Director £13,000
With effect from 1 October 2026, the base fee for the Chair of the Board will be
increased by 3% which is aligned with the increase for the wider workforce. The
base fee for the Non-Executives will increase by £5,000 to align with the median
compared to our peer group. The additional fees increase by £1,000 (other than
Chair of Remuneration Committee which is unchanged).
Chair of the Board £278,475
Base fee for Non-Executive £65,912
Additional fees:
Chair of Environmental, Social and Governance Committee £14,000
Chair of Nomination Committee –
Chair of Remuneration Committee £20,000
Chair of Risk Management and Audit Committee £14,000
Senior Independent Director £14,000
1. Forthefinancialyearending30June2029.
2. Straight-line vesting between threshold (25% achievement) and maximum (100% achievement).
3. The comparator group comprises FTSE 250 Index excluding investment trusts.
4. Kier’s ESG performance metrics are set out on page 43.
5. Measured over the period 1 April 2028 to 31 March 2029 to align with carbon reporting periods.
6. Senior grades include senior managers and leadership roles.
Annual evaluation
This year’s evaluation was performed by way of a questionnaire and feedback from Committee members, management and regular attendees. The questionnaire sought
input on a range of matters including remuneration governance, performance assessment, incentive design, workforce remuneration oversight, stakeholder considerations
and Committee processes. The outcome of this evaluation concluded that the Committee operates effectively and provides appropriate oversight of remuneration matters.
The principal opportunity identified for the 2027 financial year is ensuring that remuneration structures evolve appropriately to support the Group’s next phase of growth.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
106
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Advisers
During the 2026 financial year, Ellason acted as the Committee’s independent adviser. Ellason is a signatory of and adheres to the Code of Conduct for Remuneration
Consultants which has been developed by the Remuneration Consultants Group. There are no connections between Ellason and either the Company or any of the Directors.
The Committee was satisfied that the advice it received from Ellason was objective and independent. During the year, fees paid to Ellason for advice to the Committee were
£102,425 (excluding VAT). The fees were charged on a time spent basis.
Shareholder voting
The Directors’ Remuneration report was subject to a shareholder vote at the AGM held on 13 November 2025. The results of the vote on the resolution were:
Directors’ Remuneration report
Votes for
1
Percentage votes for Votes against
2
Percentage votes against Votes withheld
238,133,261 99.51% 1,180,391 0.49% 132,246
1. Includes those votes for which discretion was given to the Chair.
2. Does not include votes withheld.
The Policy was subject to a shareholder vote at the AGM held on 16 November 2023. The results of the vote on the resolution were:
Remuneration Policy
Votes for
1
Percentage votes for Votes against
2
Percentage votes against Votes withheld
158,612,472 61.40% 99,696,433 38.60% 9,860,396
1. Includes those votes for which discretion was given to the Chair.
2. Does not include votes withheld.
The Board remains sensitive to the issue of executive remuneration and engages directly with key investors on this matter. Please refer to the Chair’s statement on page 87
for more information.
Compliance statement
This Directors’ Remuneration report complies with the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) and the Listing Rules of the Financial Conduct Authority and applies the main principles relating to remuneration which are set out in
the 2024 Code.
Annual report on remuneration continued
Kier Group plc Annual Report and Accounts 2026
107
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Introduction
The Company’s current Remuneration Policy, as set out in the 2023 Annual Report, received shareholder approval at the AGM held in November 2023. The Company is therefore
required to present a new Remuneration Policy (the 2026 Policy) to shareholders at the AGM on 12 November 2026. The 2026 Policy, which is set out on pages 108–117 (inclusive),
will take effect from the conclusion of the 2026 AGM (subject to shareholder approval). The Committee is not proposing any material changes but has updated some wording
to ensure clarity around its implementation and remains satisfied that the 2026 Policy is in the best interests of shareholders, and that its decision-making process included
measures to avoid conflicts of interest.
Directors’ Remuneration Policy
Notes
1. ‘Fixed’remunerationcomprisesbasesalary,taxablebenefitsandapensioncontribution/cashallowance.
2. The ‘on-target’ remuneration assumes an annual bonus payment of 50% of the maximum opportunity
(150% of base salary) and a ‘threshold’ LTIP vesting of 25% of the normal maximum opportunity (175% of
base salary).
3. The ‘maximum’ remuneration assumes maximum performance is achieved and therefore awards under
the annual bonus and the LTIP pay out or vest at their maximum levels.
4. The ‘maximum +50% share price growth’ assumes maximum performance is achieved and therefore
the annual bonus and the LTIP pay out or vest at their maximum levels and for the LTIP at a share price
which is 50% higher than the share price on the date of grant.
5. No value is assumed for participation in the Sharesave or the Share Incentive Plan.
Illustration of application of Remuneration Policy in the 2027
financial year
(£000s)
Stuart Togwell Tom Hinton
Maximum Maximum
On-target On-target
Fixed Fixed
Maximum +50% share price growth Maximum +50% share price growth
£3,178
£2,331
£1,670
£1,227
£801 £591
£3,818 £2,800
48%
100% 100%
19%
21%
29%
50%
35%25% 40%
33%
35%
48%
25%
19%
21% 29%
50%
40%
33%
Fixed Annual bonus LTIP vesting
Kier Group plc Annual Report and Accounts 2026
108
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Remuneration Policy table
The Group’s policy for each element of an Executive Director’s remuneration, together with a summary of any changes to the 2023 Remuneration Policy (the 2023 Policy), is set
out in the table below. Further information is set out in the Chair’s statement on page 87 and the Chair Q&A on page 92.
Element and link to strategy Operation Opportunity Performance measures Change to 2023 Policy
Base salary
To attract and retain
Executive Directors
of the calibre
required to deliver
the Group’s strategy
Salaries are reviewed annually by reference to a number of
factors, including an individual’s experience, performance
and role within the Group, the external market (including FTSE
companies of a similar size and sector peers) and any
increase awarded to the wider employee population.
Any increase will typically be in line with
those awarded to the wider employee
population. The Committee has discretion
to award higher increases in circumstances
that it considers appropriate, such as a
material change in the complexity of the
business or an individual’s responsibility.
Details of salary changes will be disclosed
in the Annual Report.
Not applicable. None
Benefits
To provide benefits
which are competitive
with the market
Benefits are reviewed from time to time and typically
include, but are not limited to, a company car or car
allowance, private health insurance and life assurance.
Other benefits may be provided based on individual
circumstances, which may include the reimbursement
of reasonable and necessary expenses, together with
any tax due thereon.
Benefits are set at a level which the
Committee considers appropriate in light of
the market and an individual’s circumstances.
Not applicable. Benefit definition
updated
Save As You Earn
(SAYE) schemes
To encourage
ownership of the
Company’s shares
One or more HMRC-approved schemes allowing all
employees, including Executive Directors, to save up to
the maximum limit specified by HMRC rules. Options are
granted at up to a 20% discount.
The maximum amount that may be saved
is the limit prescribed by HMRC (or such
other lower limit as determined by the
Committee) at the time employees are
invited to participate in a scheme. Typically,
employees are invited to participate on an
annual basis.
Not applicable. None
Share Incentive Plan
To encourage
ownership of the
Company’s shares
An HMRC-approved scheme allowing all employees
including Executive Directors to participate. The Company
may award matching or free shares up to HMRC limits.
Participants can purchase and receive
shares up to the prevailing limit approved
by HMRC (or such other lower limit as
determined by the Company).
Not applicable. None
Pension
To provide a
retirement benefit
which is competitive
with the market
Executive Directors participate in a defined
contribution scheme.
The maximum employer contribution for
the Executive Directors is aligned with
those made available to the workforce,
being, at the date of this policy, 7.5% of
pensionable salary.
Executive Directors may elect to receive all
or part of the employer contribution as a
taxable cash supplement.
Not applicable. None
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
109
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Element and link to strategy Operation Opportunity Performance measures Change to 2023 Policy
Annual bonus
To reward the
delivery of short-term
performance targets
and business strategy
The Company operates a discretionary bonus scheme.
Whether a bonus is awarded and the amount (if any) of bonus
awarded will be determined at the Committee’s discretion.
The Committee may determine that it is appropriate to
adjust the bonus outcome taking into account such factors
it considers relevant, including but not limited to: (i) the
performance of the Company or of any member of the Group;
(ii) the conduct or performance of a participant; and/or (iii)
any circumstances or events which have occurred in the year.
Payments under the bonus scheme are based on an
assessment of performance against targets over the year.
One-third of any net payment is satisfied by an allocation
of Kier Group plc shares, which is deferred for three years
(subject to early release for good leavers and upon a change
of control).
The proportion of the net payment to be allocated into Kier
Group plc shares is increased to 40% until the requirements
of the Director Share Ownership Policy are achieved.
Dividend payments accrue on deferred bonus shares
over the deferral period.
Malus and, in the case of the cash element of a bonus,
clawback will apply.
The maximum potential bonus for the
Executive Directors is 150% of base salary.
‘Threshold’ performance, for which an
element of bonus may become payable
under each component of the annual bonus,
is set by the Committee each financial year.
The level of bonus for achieving threshold
performance varies by performance target,
and may vary for a target from year to year,
to ensure that it is aligned with the
Committee’s assessment of the degree
of difficulty (or ‘stretch’) in achieving it.
No payment is made for a performance
outcome below the threshold target.
The outcome for achieving on-target
performance would be 50% of maximum
bonus opportunity.
The Committee
determines the bonus
targets and their
relative weightings
each year. The
weighting towards
non-financial targets
will be no higher than
20% of the maximum
potential bonus.
Actual bonus targets
(and performance
against each of these
targets), and any use
by the Committee
of its discretion with
respect to bonus
payments, will be
disclosed in the Annual
Report immediately
following the end
of the relevant
performance period.
None
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
110
Strategic reportOverview
Corporate governance Financial statements Other information
Element and link to strategy Operation Opportunity Performance measures Change to 2023 Policy
LTIP awards
To reward the
sustained strong
performance
by the Group over
the longer term
Awards are granted annually and will typically vest, subject
to the achievement of performance conditions, on the third
anniversary of the date of grant. The performance period will
be no less than three years. A two-year post-vesting holding
period applies.
A malus provision applies to awards pre-vesting and a
clawback provision applies to the post-vesting holding period.
Dividend equivalents may apply to awards.
The awards are subject to the LTIP rules and the Committee
may adjust or amend the awards only in accordance with
the LTIP rules.
The LTIP rules permit the Committee to exercise its discretion
to modify any performance condition(s) when it deems it fair
and reasonable to do so. Any use of Committee discretion
with respect to modifying any performance condition(s) will
be disclosed in the relevant Annual Report.
The Committee may adjust the number of shares which
will vest if, in its discretion, it determines that it would be
appropriate to do so in order to override the formulaic
outcome of any performance condition, taking into account
such factors as it considers relevant, including but not limited
to: (i) the performance of the Company or of any member of
the Group; (ii) the conduct or performance of a participant;
and/or (iii) any circumstances or events which have occurred
since the award was granted (including a material change
to the assumptions underpinning the original targets). The
Committee may also make such adjustments to the number
of shares which will vest as it determines are required for an
equitable outcome for the participants and the Group.
The maximum award is 200% of base salary.
The Committee may grant awards of up
to the maximum permitted in exceptional
circumstances. It considers 175% to be the
normal annual grant level but shall reduce
this level where it considers it appropriate
to do so.
On achieving the threshold performance level
for each element of the award, 25% of the
relevant element of the award will vest.
Vesting is on a straight-line basis
between threshold and maximum levels
of performance.
Prior to granting
an award, the
Committee sets
performance
conditions which
it considers to be
appropriately
stretching.
The performance
conditions relating to
an award, and their
respective weightings,
will be disclosed in the
Annual Report.
Wording on the
discretion available
to the Committee
on vesting has
been updated.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
111
Strategic reportOverview
Corporate governance Financial statements Other information
Payments from outstanding awards
The Company will honour any commitment
entered into, and the Executive Directors
will be eligible to receive payment from
any award or arrangement made, either
(i) before this Policy came into effect or
(ii) at a time when the relevant individual
was not a Director and, in the opinion of
the Committee, the payment was not in
consideration for the individual becoming
a Director. For these purposes, ‘payment’
includes the satisfaction or vesting
of awards of variable remuneration
(including LTIP awards) and, in relation to
awards of shares, upon the terms which
were agreed when the award was granted.
Any such award or arrangement will be
subject to their existing terms, provided
that such terms were permitted by the
Remuneration Policy in force at the date on
which the relevant award or arrangement
was made, granted or entered into
(as the case may be).
Notes to the future Policy table
Malus and clawback
Allocations of shares in part satisfaction
of annual bonus payments and unvested
LTIP awards will be subject to a ‘malus’
provision during the three-year deferral
period and the three-year performance
period prior to vesting, respectively.
This allows the Committee to determine,
in its absolute discretion, that (i) the level
of an unvested LTIP award (or part of an
award) is reduced (including to nil) and/
or (ii) the number of deferred shares is
reduced (including to nil) in certain
circumstances. Examples of such
circumstances include, but are
not limited to:
• A material misstatement of the Group’s
financial statements.
• A material error in determining the
level of satisfaction of a performance
condition or target.
• A participant deliberately misleading
the Company, the market and/or
shareholders in relation to the financial
performance of the Group.
• Any action or omission on the part of
the participant which resulted in or
which could reasonably be expected to
have resulted in material reputational
damage to the Group.
• A participant’s employment being
terminated in circumstances of gross
misconduct and/or circumstances
justifying summary dismissal.
• Any other circumstances similar in
nature to those set out above which
the Company considers justifies the
application of malus.
The Committee has the right to apply
the malus provision to an individual or
on a collective basis.
Clawback applies to (i) the cash element
of the annual bonus and (ii) the two-year
post-vesting holding period which applies
to LTIP awards. The circumstances in
which clawback apply are the same (or
substantially the same) as for malus. The
ways in which clawback may be effected
are set out in the Company’s bonus rules
and the LTIP rules, as the case may be.
They include requiring an individual to
transfer shares received from vested LTIP
awards to the Company, pay or repay
cash to the Company, reducing the level
of awards made to an individual and
withholding the vesting of LTIP awards.
These provisions reflect the timeframe in
which the Company’s financial reporting,
audit and risk processes would typically
identify one of the malus and clawback
trigger events.
Executive Director
shareholding requirement
Executive Directors are required to accumulate
a shareholding in the Company of at
least 200% of base salary over a period
of up to five years and the annual bonus
deferral increases from 33% to 40% until
this is achieved. Executive Directors are
therefore required to retain any shares
allocated to them (net of tax) as part of
the annual bonus plan and upon the
vesting of LTIP awards until they reach
this level of shareholding.
A post-employment shareholding
requirement also applies, pursuant to
which, for a period of two years after the
date on which employment terminates,
an Executive Director is required to retain
shares in the Company allocated as part
of the annual bonus plan and upon the
vesting of LTIP awards which are equal
in value to 200% of base salary (or, if
less than 200% at the date on which
employment terminates, such shares
then owned). Shares subject to the
post-cessation shareholding requirement
are those granted as either deferred
shares or LTIP awards (including from
allocation/vesting occurring after
employment has terminated) and
shall be held by either the Company’s
employee benefit trust or corporate
shareholding nominee.
Selection of performance measures
and approach to setting targets
The annual bonus measures are
determined annually to reflect matters
which the Committee considers to be
areas of specific focus for the Executive
Directors over the short term. The
Committee believes that using a number
of measures provides a balanced incentive.
The measures themselves are aligned to,
and are designed to support the delivery
of, the Group’s strategic objectives.
The Committee sets performance
conditions relating to the LTIP awards
which are designed to align the interests
of management and shareholders,
incentivise management to deliver the
Group’s strategic objectives and reward
performance over the longer term.
Please see pages 89 and 90 for further
information and the Chair’s statement
on page 88.
Targets for the annual bonus and
performance conditions for the LTIP
awards are reviewed before the awards
are made, based on a number of internal
and external reference points, including
strategic plans and analyst consensus
to reflect market expectations, where
available. The Committee intends that
the targets will be stretching and will align
management’s interests with those of
shareholders. Please see page 90 for
further information.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
112
Strategic reportOverview
Corporate governance Financial statements Other information
Approach to setting the remuneration of other employees
Kier’s approach to setting annual remuneration is broadly consistent across the Group. Consideration is given to the experience, performance and responsibilities of individuals
as well as to publicly available external benchmarking data, to the extent considered necessary or appropriate. Certain grades of senior employees are eligible to participate
in an annual bonus scheme with similar performance targets to those used for the Executive Directors. Maximum opportunities and specific performance measures vary
by seniority, with business-specific measures applied where appropriate. Senior leaders in strategic roles are also eligible to participate in the LTIP under which awards will
normally vest after three years, subject to the achievement of Group performance conditions. Award sizes vary according to seniority and responsibility.
Approach to remuneration on recruitment
External appointment
When recruiting a new Executive Director from outside the Group, the Committee may make use of all the existing components of remuneration. In addition, the Committee
may consider it appropriate to grant an award under an alternative scheme or arrangement in order to facilitate recruitment of an individual, subject to the policy set out
below. The theoretical maximum variable pay opportunity that can be awarded in one year will be up to 150% of salary in an annual bonus and up to 200% in an LTIP award.
Component Approach
Base salary The base salaries of new appointees will be determined by reference to relevant market data, the experience and skills of the individual, internal
relativities and the appointee’s current base salary. Where a new appointee has an initial base salary set below the market median, any
subsequent adjustment will be managed by the Committee, using (where appropriate) phased increases and subject to the individual’s
development in the role.
Benefits
New appointees will be eligible to receive benefits in line with the Policy, which may also include (but are not limited to) any necessary expenses
relating to expatriation or relocation on recruitment.
SIP and SAYE schemes New appointees will be eligible to participate on the same terms as all other employees.
Pension New appointees will receive employer pension contributions which are aligned with those available to the workforce, being, at the date of this
Policy, 7.5% of pensionable salary, into a defined contribution pension arrangement or an equivalent taxable cash supplement or a combination
of both.
Annual bonus The annual bonus structure described in the Policy will apply to new appointees (including the maximum opportunity), pro-rated in the year of
joining to reflect the proportion of that year employed. The mandatory deferral amount will be 40% of the net bonus earned until the shareholding
requirement has been met, at which point the deferral amount shall be reduced to one-third of the net bonus earned.
LTIP New appointees may be granted awards under the LTIP of up to 200% of salary.
‘Buy‑out’ awards The Committee may consider it appropriate to grant a ‘buy-out’ award (with respect to either a bonus or a share-based incentive scheme) using
either an existing incentive scheme or arrangement or an alternative scheme or arrangement in order to facilitate recruitment. When doing so,
the Committee may, to the extent required, implement an arrangement referred to in Listing Rule 9.3.2. Any such ‘buy-out’ award would have a fair
value no higher than that of the award forfeited. In granting any such award, the Committee will consider relevant factors, including any performance
conditions attached to the forfeited awards, the likelihood of those conditions being met and the proportion of the vesting period remaining.
When considering any performance conditions for any such award, the Committee will, where appropriate, take into account those used in the
Company’s existing incentive arrangements. Where appropriate, the Committee will also consider whether it is necessary to introduce further
retention measures for an individual – for example, extended deferral periods.
Legal fees The Company may agree to pay the reasonable legal fees incurred by a new appointee for advice received in relation to his/her contract
of employment or service agreement.
In determining an appropriate remuneration package for a new Executive Director, the Committee will take into consideration such factors as it considers to be appropriate
to ensure that the arrangements are in the best interests of the Company’s shareholders.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
113
Strategic reportOverview
Corporate governance Financial statements Other information
Internal promotion
When recruiting a new Executive Director through internal promotion, the Committee will set remuneration in a manner consistent with the policy for external appointments set
out above (other than with respect to ‘buy-out’ awards). Where an individual has contractual commitments made prior to their promotion to Executive Director level, the
Company will continue to honour these commitments.
The remuneration of individuals below the Board is typically not greater than for Executive Directors, but may include additional payments for additional responsibilities.
Service contracts
A summary of the key elements of the Executive Directors’ service agreements (insofar as they relate to remuneration) is as follows:
Summary of provisions
Contract duration No fixed term.
Notice period 12 months’ notice (both to and from the Executive Director).
Payment in lieu of notice
(PILON)
Employment can be terminated with immediate effect by undertaking to make a PILON comprising base salary, pension contributions or
allowance, car allowance and a sum representing the cost of private medical insurance. The Company may elect to provide private medical
insurance and/or to allow an Executive Director to retain his or her company car through the notice period (or the balance of it) as an alternative
to making cash payments.
The Company is entitled to make the PILON on a phased basis, subject to mitigation, so that any outstanding payment(s) would be reduced
or stopped if alternative employment is obtained.
Change of control There are no payments due upon a change of control. Please see ‘Payments for loss of office’ below for a summary of change of control provisions.
Other entitlements
on termination
There is no contractual entitlement to notice, or any other payments in respect of the period after cessation of employment, if the individual is
summarily dismissed. If not required to take any remaining holiday entitlement during his/her notice period, the Executive Director will receive
a payment for any accrued (but untaken) holiday entitlement.
Please see ‘Payments for loss of office’ below for a summary of other entitlements which may be due upon termination (and which relate
to remuneration).
The service agreements are available for inspection at the Company’s registered office.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
114
Strategic reportOverview
Corporate governance Financial statements Other information
Payments for loss of office
The Company’s policy on payments for loss of office is as follows:
Component Approach
Annual bonus Individuals who are determined by the Committee to be ‘good leavers’ may be considered for an annual bonus in relation to the year in which
their active employment ceases.
When deciding whether to exercise its discretion to allow a payment in respect of an annual bonus (and, if so, its amount and the terms on which
it may be paid), the Committee will consider such factors as it considers to be appropriate, including performance against bonus targets, the
performance of the individual and the Group in general and the circumstances in which the individual is leaving office. Any payment to a ‘good
leaver’ in respect of an annual bonus will typically be made at the same time as annual bonuses are paid to other employees. Clawback will
continue to apply to the cash element of any payment made in respect of an annual bonus. The Committee will determine if it is appropriate
in the particular circumstances to apply bonus deferral.
Deferred shares allocated in part satisfaction of annual bonuses may be released upon cessation of employment if an individual is determined
by the Committee to be a ‘good leaver’. Otherwise, they will be released at the end of the three-year holding period (unless they are forfeited
in the case of circumstances justifying summary dismissal).
LTIP If an Executive Director ceases to be an employee or a Director of a member of the Group for reasons of: (i) death, (ii) ill-health/injury/disability,
(iii) redundancy, (iv) retirement with the agreement of the Company, (v) the sale or transfer of the business or part of the business of the Group
in which the Executive Director is employed to a company which is not a member of the Group, (vi) his/her employing company ceasing to be a
member of the Group, or (vii) such other circumstances approved by the Committee, the unvested LTIP awards will continue to vest on the original
vesting date (subject to satisfaction of performance conditions and, unless the Committee exercises its discretion to waive time pro-rating, time
pro-rating to reflect the period worked).
Alternatively, the Committee has discretion to allow the awards to vest on cessation of employment (subject to current and forecast progress
against the performance conditions and any other factors considered by the Committee to be relevant). Unless the Committee exercises its
discretion to waive time pro-rating, time pro-rating will apply to reflect the period worked.
If an Executive Director ceases to be an employee or a Director of the Group for any other reason, his/her unvested LTIP awards will lapse on the
date of such cessation.
Any vested shares are subject to the two-year post-vesting holding period, irrespective of the date on which they vest.
Please see ‘Change of control’ below for the policy which applies in the event of a change of control of the Company.
SIP and SAYE Schemes The Executive Directors are subject to the same ‘leaver’ provisions as all other participants, as prescribed by the rules of the relevant scheme or plan.
Other If the Company terminates an Executive Director’s employment by reason of redundancy, the Company will make a redundancy payment to the
Executive Director in line with his/her service agreement, any applicable collective bargaining agreement and applicable law and regulation.
The Company may make a contribution towards an Executive Director’s legal fees for advice relating to a compromise or settlement agreement
and may also make other payments connected to the departure – for example, for outplacement services, tax advice and relocation costs. With
respect to any such payments, the Committee will authorise what it considers to be reasonable in the circumstances.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
115
Strategic reportOverview
Corporate governance Financial statements Other information
Component Approach
Change of control Deferred bonus shares will be released and any outstanding LTIP awards will vest early to the extent determined by the Committee, having taken
into account current and forecast progress against the performance condition(s), the proportion of the vesting period which has elapsed and any
other factors considered by the Committee to be relevant; in such circumstances, no holding period will apply to the shares vesting and any
holding period for previously vested LTIP awards will cease to apply. Unless the Committee determines otherwise, if, following a change of control,
the acquiring company has substantially the same shareholders and in approximately the same shareholdings as those of the Company prior to
the change of control, the LTIP awards will not vest but will be exchanged for equivalent awards over shares in the new holding company (and the
holding period will continue to apply).
Clawback will not apply to LTIP awards which vest as a result of a change of control or to any payments of cash bonuses made on a change
of control. The rules of the SIP and the SAYE schemes will apply on a change of control.
No payments are due under the Executive Directors’ service agreements upon a change of control.
In exercising discretion in respect of any of the elements referred to above, the Committee will take into account such factors as it considers to be appropriate. These include,
but are not limited to: the duration of the Executive Director’s service; the Committee’s assessment of the Executive Director’s contribution to the success of the Group; whether
the Executive Director has worked any notice period or whether a PILON is being made; the need to ensure an orderly handover of duties; and the need to compromise any
claims which the Executive Director may have. Any use of Committee discretion will be disclosed in the relevant annual report on remuneration.
Where appropriate, the Committee will oblige the individual to mitigate his/her losses and may offset any alternative remuneration received by the individual against any
notice or PILON payments made by the Company.
Consideration of employment conditions elsewhere in the Group
Employees are not formally consulted on the Executive Directors’ remuneration and were not consulted during the preparation of the Remuneration Policy set out above.
However, the Committee Chair attends the Group’s Reward & Employee Benefits Forum where a range of employee reward and benefits issues including the Executive Directors’
remuneration arrangements, the role of the Committee and the Policy, and how they link with wider workforce pay and benefits within Kier are discussed – see pages 86 and 92
for further information.
The Committee takes into account the pay and employment conditions of employees within the Group when making decisions on the Executive Directors’ remuneration; for
example, the Committee reviews the Group’s latest gender pay gap information and, prior to setting the Executive Directors’ remuneration, reviews detailed information relating
to the workforce’s remuneration. Please see page 86 for further information. With respect to bonuses, the Committee sets targets directly aligned to the delivery of the Group’s
short-term performance targets and business strategy. Bonus targets may include workforce safety, employee engagement or diversity and inclusion.
Consideration of shareholders’ views
The views of shareholders, and guidance from shareholder representative bodies, are important to the Committee and provide the context for setting the remuneration of
the Executive Directors. For example, when setting the 2026 Policy, the Chair of the Remuneration Committee engaged with a number of major shareholders, whose feedback
was reflected in the Committee’s decision-making. Please see the Annual statement of the Chair of the Remuneration Committee on page 85. The Committee will keep the
Remuneration Policy under regular review so as to ensure that it continues to relate to the Company’s long-term strategy and aligns the interests of the Executive Directors
with those of the shareholders. In addition, the Committee will continue to monitor trends and developments in corporate governance and market practice to ensure the
structure of executive remuneration remains appropriate.
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Kier Group plc Annual Report and Accounts 2026
116
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ Remuneration report continued
Directors’ Remuneration Policy continued
Non-Executive Director remuneration policy
General
The Non-Executive Directors’ remuneration (including that of the Chair) reflects the anticipated time commitment to fulfil their duties. Non-Executive Directors do not receive
bonuses, long-term incentive awards, a pension or compensation on termination of their appointments, although their fees may be paid in cash or shares. The policy on
Non-Executive Directors’ remuneration is as follows:
Element and link to strategy Operation Opportunity Performance measures Change to 2023 Policy
Fees
To attract and retain
Non-Executive Directors
of the calibre required
and with appropriate
skills and experience
Fee levels are reviewed annually with reference to
individual experience, the external market and the
expected time commitment required of the Director.
Additional fees are payable to the Chairs of the
Board’s Committees and to the Senior Independent
Director, and may also be payable for other
responsibilities or time commitments.
Fees may be increased in line with the outcome of
the annual review and will not normally exceed the
increase awarded to the wider employee population.
Higher increases may be awarded should there be
a material change to the requirements of the role,
such as additional time commitment.
Any changes to fees will be disclosed in the Annual
report on remuneration for the relevant year.
Not applicable. None
Benefits
To reimburse Non-Executive
Directors for expenses
Reasonable and necessary expenses are
reimbursed, together with any tax due on them.
Expenses (including, without limitation, travel and
subsistence) incurred in connection with Kier
business and any tax payable thereon.
Not applicable. None
Recruiting Non-Executive Directors
When recruiting a new Non-Executive Director, the Committee will follow the policy set out in the table above.
Non-Executive Director letters of appointment
The Non-Executive Directors do not have service contracts but have entered into letters of appointment with the Company which can be terminated by either party on one
month’s notice or, in the case of the Chair, six months’ notice. The letters of appointment do not include any provisions for the payment of pre-determined compensation upon
termination of appointment and are available for inspection at the Company’s registered office. The Non-Executive Directors are subject to annual re-election at the AGM.
Kier Group plc Annual Report and Accounts 2026
117
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ report
Introduction
The Directors present their report, together with the audited financial statements
for the year ended 30 June 2026. For the purposes of section 463 of the Companies Act
2006 (the Act), the Directors’ report of Kier Group plc comprises pages 18–121.
This Directors’ report and the Strategic report on pages 4–60 together represent the
management report as required under Disclosure Guidance and Transparency Rule 4.1.8R.
As permitted under section 414C(11) of the Act, some information required to be included
in the Directors’ report is provided in other appropriate sections of this Annual Report and
Financial Statements is incorporated into this Directors’ report by reference.
Information incorporated by reference
Information Reported in Read more on page(s)
Directors • Board of Directors
• Directors’ shareholdings
and share interests
64–65
100
Employee engagement
• Our People
• Our key stakeholders
• Engaging with our people
34–39
70–71
34–39
Employment of disabled persons
• Our People 34–39
Engagement with suppliers,
customers and others
• Our key stakeholders 70–71
Financial instruments
• Consolidated financial
statements – note 27
174–176
Going concern
• Financial review 24–29
Greenhouse gas emissions
• Energy and carbon reporting 40–43
Important events since the end
of the financial year
• n/a n/a
Likely future developments
• Chief Executive’s review 6–8
Results and dividends
• Chief Executive’s review
• Financial review
6–8
24–29
Disclosures required under UK Listing Rule 6.6.1R
Information required to be disclosed Reference
(1) Amount of interest capitalised Note 10
(2) Publication of unaudited financial information Page 190
(3) Long-term incentive schemes Pages 87–107
(11)–(12) Waiver of dividends Note 25
Results and dividends
The Group’s results and performance highlights for the year are set out on pages 1–14
and on pages 24–29.
An interim dividend of 2.6p per Ordinary Share of 1p each (Ordinary Share) in the capital
of the Company (FY25: 2.0p) was paid on 22 May 2026. The Directors propose a final
dividend of 5.2p per Ordinary Share (FY25: 5.2p). Subject to approval at the 2026 Annual
General Meeting (2026 AGM), the final dividend will be paid on 4 December 2026 to
shareholders on the register of members at close of business on 30 October 2026.
As well as the cash dividend option, shareholders are offered a Dividend Reinvestment
Plan (DRIP). The final election date for the DRIP in respect of the FY26 final dividend is
13 November 2026. For further information on the DRIP, see Dividend information within
the Investors section of the Company’s website.
Share capital
The Company has one class of shares, being Ordinary Shares of 1p each, all of which
are fully paid. Holders of Ordinary Shares are entitled to attend and speak at general
meetings of the Company and to appoint one or more proxies or, if the holder of
shares is a corporation, one or more corporate representatives. On a show of hands,
each holder of Ordinary Shares shall have one vote, as shall proxies. On a poll, every
holder of Ordinary Shares present in person or by proxy shall have one vote for every
share for which they are a holder.
As at 30 June 2026, the issued share capital of the Company was £4,528,753.90,
comprising 452,875,390 Ordinary Shares. The Company held 15,028,468 Ordinary
Shares in treasury, representing 3.4% of the issued shares, excluding treasury shares.
As at 14 September 2026, the issued share capital of the Company was £4,528,753.90,
comprising 452,875,390 Ordinary Shares. The Company held 17,677,122 Ordinary Shares
in treasury, representing 4.06% of the issued shares, excluding treasury shares.
Share issues and powers of the Directors
The Directors were granted authority at the Annual General Meeting held on
13 November 2025 (2025 AGM) to allot shares in the Company (i) up to an aggregate
nominal amount of £1,488,221; and (ii) up to an aggregate nominal amount of £2,976,443
in connection with a pre-emptive offer. The Directors were also granted authority to allot
shares and sell treasury shares non-pre-emptively and wholly for cash (i) up to an
aggregate nominal amount of £446,466; and (ii) for the purposes of financing an
acquisition or other capital investment up to a further nominal amount of £446,466.
In addition, at the 2025 AGM, the Directors were granted authority in connection with
follow-on offers, up to a maximum amount of £178,586. The concept of follow-on
offers was introduced by the latest institutional shareholder guidelines, including the
Pre-Emption Group’s Statement of Principles which was updated in November 2022
to help existing and retail investors to participate in equity issues.
Kier Group plc Annual Report and Accounts 2026
118
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ report continued
During FY26, no Ordinary Shares were issued in connection with the exercise of options
under the Kier Group plc Sharesave Scheme 2024 (formerly the Kier Group plc Sharesave
Scheme 2016) (the Scheme) (FY25: 741,638 Ordinary Shares with an aggregate nominal
value of £7,416.38). Between 1 July 2026 and 14 September 2026, no Ordinary Shares were
issued in connection with the exercise of options under the Scheme (FY25: no Ordinary
Shares were issued between 1 July 2025 and 12 September 2025). Further details of changes
to the Ordinary Shares issued and of options and awards granted during the year are set
out in the consolidated statement of changes in equity and in note 25 to
the consolidated financial statements.
Subject to the provisions of the articles of association of the Company (the Articles)
and prevailing legislation, shares may be issued with such rights or restrictions as
the Company may by ordinary resolution determine or, if the Company has not so
determined, as the Directors may decide.
Share buyback
The Company was granted authority at the 2025 AGM to make market purchases of up to
44,646,655 Ordinary Shares (representing 10% of the Company’s issued shares, excluding
treasury shares, as at 18 September 2025) up until the earlier of the conclusion of the 2026
AGM and close of business on 31 December 2026.
On 3 March 2026, the Company announced a further share buyback programme
of up to £25m (Buyback Programme), such Buyback Programme to end on the date
on which the total purchase price of all Ordinary Shares purchased pursuant to the
Buyback Programme is equal to, or as close as possible to (but not exceeding), £25m
(the Completion Date). The purpose of the Buyback Programme was to return capital
to shareholders.
As at 30 June 2026, the Company had purchased a total of 10,476,317 Ordinary Shares
across the two buybacks with an aggregate nominal value of £104,763.17 and for a total
purchase price of £22.3m (FY25: £6.4m), representing 2.31% of the issued shares, excluding
treasury shares, as at that date. The Company therefore had 76.5% of the authority to
purchase its own shares received from shareholders at the 2025 AGM remaining as
at 30 June 2026.
Between 1 July 2026 and 14 September 2026, the Company purchased 2,648,654 Ordinary
Shares under the Buyback Programme with an aggregate nominal value of £26,486.54 for
a total purchase price of £6,394,202 (FY25: £3,637,689). Therefore, as at 14 September 2026,
a total of 6,698,654 Ordinary Shares had been purchased by the Company under the
Buyback Programme with an aggregate nominal value of £66,986.54 for a total purchase
price of £14,771,480, representing 1.54% of the issued shares, excluding treasury shares,
as at that date. The Company therefore had 70.6% of the authority to purchase its own
shares received from shareholders at the 2025 AGM remaining as at 14 September 2026.
As announced, all of the Ordinary Shares purchased under the Buyback Programme
are held in treasury. The rights of treasury shares are restricted in accordance with
the Act and, in particular, the voting and dividend rights attached to these shares
are automatically suspended.
The Directors intend to continue with the Buyback Programme until the Completion
Date, utilising the authority granted to the Company at the 2025 AGM (as the contract to
implement the Buyback Programme was executed prior to the expiry of that authority).
The Company proposes to seek at the 2026 AGM renewal of its authority to make market
purchases of up to 10% of its issued shares as at the latest practicable date prior to the
publication of the Notice of AGM. The Directors have no present intention of exercising
this renewed authority but wish to have the flexibility to do so in the future.
Substantial holdings
The following information has been provided under requests made to shareholders under
section 793 of the Act. As such this information is regarded by the Company as providing
an up-to-date representation of our major shareholders’ interests. Details of interests in
the Company notified to us as at 30 June 2026 and as at 14 September 2026 under
Rule 5.1 of the Disclosure Guidance and Transparency Rules are provided below.
Substantial holdings – DTR disclosures and section 793 information
Shareholder
Interest as at
30 June 2026
1, 2
Interest
as at
28 August
20 26
1, 2, 3
Hargreaves Lansdown Asset Management 4.49% 4.37%
JO Hambro Capital Management 4.44% 4.35%
Oasis Management Company Ltd
4
5.97% 4.31%
Dimensional Fund Advisors 3.25% 3.31%
BlackRock Investment Management 3.11% 3.10%
1. Subject to rounding.
2. Whereashareholder’sinterestisbelow5%oftheCompany’svotingrights,furthernotificationstothe
Companyareonlyrequirediftheholdingreaches,exceedsorfallsbelowoneofthenotificationthresholds
specifiedinDTR5.1.Consequently,theCompanymaynotbenotifiedofchangesinholdingsbelow5%.
3. Being the latest reasonably practicable date before publication of this report.
4. ThemostrecentnotificationreceivedbytheCompanyfromUBSAssetManagementinrespectofOasis
Management Company’s holding indicated that the shareholding had fallen below the 3% threshold
requiringnotificationtotheCompanyundertheDisclosureGuidanceandTransparencyRules.Basedon
the Company’s analysis of its share register as at 28 August 2026, the Directors believe that interest is 4.31%.
However,theCompanyhasnotreceivedasubsequentnotificationofvotingrightsandisthereforeunable
toconfirmthecurrentlevelofshareholding.
This information is based on the latest notifications that have been made to the
Company by the relevant shareholders; accordingly, it may not accurately represent
the actual interests of the relevant shareholders in the share capital of the Company.
Notifications provided to the Company by major shareholders in accordance with the
DTR are published via a Regulatory Information Service and on the Company’s website.
Kier Group plc Annual Report and Accounts 2026
119
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ report continued
Rights under employee share schemes
As at 30 June 2026, JTC Employer Solutions Trustee Limited (JTC), as the trustee of the
Kier Group 1999 Employee Benefit Trust, owned 8,990,275 Ordinary Shares (2.0% of the
Company’s issued share capital, excluding treasury shares, at that date). These shares
are made available to satisfy share-based awards granted to senior management
under the Group’s remuneration arrangements and may be used to satisfy the exercise
of options granted under all-employee share plans. JTC does not exercise any voting
rights in respect of these shares and waives any dividends payable.
In addition, as at 30 June 2026, JTC held 399,484 Ordinary Shares (0.1% of the Company’s
issued share capital, excluding treasury shares, at that date) in a nominee capacity
on behalf of senior management in connection with the Company’s deferred bonus
arrangements. JTC votes to the extent instructed by the holders of the beneficial
interests in these shares (the Beneficial Holders) and distributes any dividends
received to the Beneficial Holders.
As at 30 June 2026, Equiniti Limited (Equiniti) held 10,839,822 Ordinary Shares (2.4% of
the Company’s issued share capital, excluding treasury shares, at that date) on trust
for the benefit of members of the Kier Group plc Share Incentive Plan. Equiniti does not
exercise any voting rights in respect of the shares held by the trust (although beneficiaries
may authorise Equiniti to vote in accordance with their instructions). Equiniti distributes
dividends received to beneficiaries under the trust.
Restrictions on transfer of securities in the Company
There are no restrictions on the transfer of securities in the Company, other than those
that are set out in the Articles or apply as a result of the operation of law or regulation.
The Company is not aware of any agreements between holders of securities that may
result in restrictions on the transfer of securities in the Company.
Securities carrying special rights
No person holds securities in the Company carrying special rights with regard to
control of the Company.
Restrictions on voting rights
No shareholder will, unless the Board otherwise determines, be entitled to vote at
any general meeting if any calls or other sums then payable by the shareholder
in respect of that share are unpaid or if that shareholder has been served with
a disenfranchisement notice.
The Company is not aware of any agreements between holders of securities that
may result in restrictions on voting rights.
Appointment, re-election and removal of Directors
Directors may be appointed by the Company by ordinary resolution or by the Board.
A Director appointed by the Board holds office until the next AGM of the Company
after his/her appointment and is then eligible to stand for election.
Each of the Directors will stand for election or re-election by shareholders at the 2026
AGM. Further information about the Directors’ skills, experience and contribution can
be found on pages 63–68.
The Company may by ordinary resolution, of which special notice has been given,
remove any Director before the expiry of the Director’s period of office.
Directors’ insurance and indemnities
The Directors have the benefit of the indemnity provisions contained in the Articles
and the Company maintains Directors’ and officers’ liability insurance for the benefit
of the Directors and the Company’s officers. The Company and Kier Limited have also
entered into qualifying third-party indemnity arrangements in a form and scope which
comply with the Act. Each of these arrangements was in place during the year ended
30 June 2026 for the relevant Directors and remains in force for the current Directors
as at the date of this Annual Report.
Powers of the Directors
Subject to the Articles, applicable law and any directions given by shareholders,
the Company’s business is managed by the Board, which may exercise all the
powers of the Company.
Amendment of Articles
The Articles may be amended by a special resolution of the Company’s shareholders.
Change of control
The Group’s senior borrowing facilities, being: (i) a bank funded £150m revolving credit
facility; and (ii) the £250m 2024 Senior Notes, each contain provisions under which,
in the event of a change of control of the Company, the Company may be required
to repay all outstanding amounts borrowed.
Certain of the Group’s commercial arrangements, including certain of its joint venture
agreements, contract bond agreements and other commercial agreements entered
into in the ordinary course of business, include change of control provisions.
Certain of the Group’s employee share schemes or remuneration arrangements
contain provisions relating to a change of control of the Company. Outstanding
awards or options may become exercisable or vest upon a change of control.
There are no agreements between the Company and the Directors providing for
compensation for loss of office that occurs as a result of a takeover bid (other than
those referred to above).
Kier Group plc Annual Report and Accounts 2026
120
Strategic reportOverview
Corporate governance Financial statements Other information
Directors’ report continued
Subsidiaries and branches
A list of the Group’s subsidiaries and the branches through which the Group operates
is provided in note 30 to the consolidated financial statements.
Political donations
The Company made no political donations during the year (FY25: £nil).
Research and development
The Group undertakes research and development activities when providing services
to its clients. The total amount of the direct expenditure incurred by the Group when
undertaking such activities is not readily identifiable, as the investment is typically
included in the relevant project.
Auditors
The Board has decided that PricewaterhouseCoopers LLP will be proposed as the
Group’s auditors for the financial year ending 30 June 2027. A resolution relating
to this re-appointment will be proposed at the 2026 AGM.
AGM
The Company’s 2026 AGM is scheduled to be held on Thursday, 12 November 2026.
Please see the Notice of AGM for further information.
This Directors’ report was approved by the Board and signed on its behalf by:
Stephen Milne
Group General Counsel and Company Secretary
14 September 2026
Kier Group plc Annual Report and Accounts 2026
121
Strategic reportOverview
Corporate governance Financial statements Other information
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and Accounts 2026
and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have prepared the financial statements of the Group
(comprising Kier Group plc (the Company) and its subsidiaries (the Group) and the
Group’s interest in joint arrangements) in accordance with UK-adopted International
Accounting Standards and the financial statements of the Company in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law).
Under company law, Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the Group
and Company and of the profit or loss of the Group and Company for that period.
In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted International Accounting standards have
been followed for the Group financial statements and United Kingdom Accounting
Standards, comprising FRS 101, have been followed for the Company financial
statements, subject to any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company
and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for keeping adequate accounting records that are
sufficient to show and explain the Group’s and Company’s transactions and disclose
with reasonable accuracy at any time the financial position of the Group and
Company and enable them to ensure that the financial statements and the Directors’
Remuneration report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s
website. Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts 2026, taken as a whole,
is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group’s and Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and functions are listed in the Governance
section, confirms that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with
UK-adopted International Accounting Standards, give a true and fair view of the
assets, liabilities, financial position and profit of the Group;
• the Company financial statements, which have been prepared in accordance with
United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view
of the assets, liabilities, financial position and profit of the Company; and
• the Strategic report and the Directors’ report include a fair review of the development
and performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that they face.
In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which
the Group’s and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order
to make themselves aware of any relevant audit information and to establish that
the Group’s and Company’s auditors are aware of that information.
Chief Executive Chief Financial Officer
14 September 2026
Kier Group plc Annual Report and Accounts 2026
122
Strategic reportOverview
Corporate governance Financial statements Other information
Report on the audit of the
financial statements
Opinion
In our opinion:
• Kier Group plc’s Group financial
statements and Company financial
statements (the “financial statements”)
give a true and fair view of the state of
the Group’s and of the Company’s
affairs as at 30 June 2026 and of the
Group’s profit and the Group’s cash
flows for the year then ended;
• the Group financial statements have
been properly prepared in accordance
with UK-adopted international accounting
standards as applied in accordance
with the provisions of the
Companies Act 2006;
• the Company financial statements
have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards, including FRS 101 “Reduced
Disclosure Framework”, and
applicable law); and
• the financial statements have been
prepared in accordance with
the requirements of the
Companies Act 2006.
We have audited the financial statements,
included within the Annual Report and
Accounts 2026 (the “Annual Report”),
which comprise:
• the Consolidated balance sheet
as at 30 June 2026;
• the Company balance sheet
as at 30 June 2026;
• the Consolidated income statement
for the year then ended;
• the Consolidated statement of
comprehensive income for the year
then ended;
• the Consolidated statement of changes
in equity for the year then ended;
• the Consolidated statement of cash
flows for the year then ended;
• the Company statement of changes
in equity for the year then ended; and
• the notes to the financial statements,
comprising material accounting
policy information and other
explanatory information.
Our opinion is consistent with our
reporting to the Risk Management
and Audit Committee.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities
for the audit of the financial statements
section of our report. We believe that the
audit evidence we have obtained is
sufficient and appropriate to provide
a basis for our opinion.
Independence
We remained independent of the
Group in accordance with the ethical
requirements that are relevant to our
audit of the financial statements in the UK,
which includes the FRC’s Ethical Standard,
as applicable to listed public interest
entities, and we have fulfilled our other
ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief,
we declare that non-audit services
prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 4 to
the Group financial statements, we have
provided no non-audit services
to the
Company or its controlled undertakings
in the period under audit.
Our audit approach
Overview
Audit scope
• The Group is primarily UK based and
we performed audit work across all
four of the Group’s operating segments.
In doing so, we have achieved coverage
of approximately 95% (2025: 98%) of the
Group’s revenue.
Key audit matters
• Contract accounting (Group)
• Carrying value of investments
in Group companies (Company)
Materiality
• Overall Group materiality:
£26.1m (2025: £24.4m) based on
0.6% of Group revenue.
• Overall Company materiality:
£23.5m (2025: £21.3m) based on
1% of total assets.
• Performance materiality: £19.5m
(2025: £18.3m) (Group) and £17.6m
(2025: £16.0m) (Company).
The scope of our audit
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in
the financial statements.
Key audit matters
Key audit matters are those matters that,
in the auditors’ professional judgement,
were of most significance in the audit of
the financial statements of the current
period and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) identified by
the auditors, including those which had
the greatest effect on: the overall audit
strategy; the allocation of resources in
the audit; and directing the efforts of the
engagement team. These matters, and
any comments we make on the results
of our procedures thereon, were addressed
in the context of our audit of the financial
statements as a whole, and in forming
our opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks
identified by our audit.
The key audit matters below are
consistent with last year.
Independent auditors’ report to the members of Kier Group plc
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
123
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Contract accounting (Group)
Refer to page 75 (Risk Management and Audit Committee report)
and page 139 (Accounting policy).
The Group has significant long-term contracts in its Infrastructure and
Construction businesses. The recognition of revenue in relation to long-term
contracts is in accordance with IFRS 15 ‘Revenue from Contracts with
Customers’ where for the majority of contracts revenue is recognised
over time. Recognition of revenue is based on the terms of the contract
such as fixed fee or cost plus arrangements. The Group estimates the
stage of completion of contract activity, based on the actual costs
incurred to date compared with the estimated forecast total costs at
completion; and judgement is required in respect of accounting for
specific terms within contracts. For certain contracts, where revenue
recognition is not sensitive to estimates for costs of completion due
to the nature of the contracts being cost plus or schedule of rates
arrangements, or where judgements applied are not material, these
do not form part of our significant risk assessment.
Contracts accounted for using a stage of completion basis involve
estimation uncertainty as management are required to accurately
forecast the costs to come for each project. Estimates also include the
determination of the expected recovery of costs arising from, for example,
variations to the contract requested by the customer, and claims made
both by and against the Group for delays or other additional costs arising
or projected to arise. Modifications to on-going contracts also require
management to apply judgement in accounting for such modifications.
An error in the contract cost forecast could result in a material variance
in the amount of profit or loss (including for any onerous contracts)
recognised to date and, therefore, the current financial year.
The Group’s accounting policy is to recognise additional contractual
revenue from customers only to the extent that is highly probable that
a significant reversal will not occur.
On the basis of the significant estimates, judgements and inherent
uncertainty involved in determining the appropriate revenue recognition
and associated profit, we have identified Contract Accounting as a Key
Audit Matter and are particularly focused on the existence/occurrence
and accuracy of revenue recognition due to the estimation of costs to
complete, ensuring any variable elements of revenue are recognised only
to the extent it is highly probable that a significant reversal will not occur
and any modifications to the contracts are accounted for appropriately.
Our work focused primarily on those contracts that fit the significant risk criteria with the greatest estimation uncertainty over the final
contract values and costs and, therefore, profit or loss outcome. We selected a risk-based sample of contracts for our testing, based
on both quantitative and qualitative risk criteria, including (for example):
• contracts with high levels of revenue recognised in the year, in particular where there are material amounts of variable revenue;
• low margin or loss making contracts;
• contracts with material balance sheet exposure; and
• contracts identified through our discussions with management, review of Board minutes, review of legal reports and review
of publicly available information.
Our audit procedures were then tailored according to the specific risk profile of each contract sampled. The following procedures were
performed as applicable on the sample selected:
• Obtaining an understanding of the relevant contractual clauses and terms and conditions and agreeing forecast revenue to signed
contracts, a sample of signed variations, or other corroborative and supporting documentation;
• Attending certain contract review meetings virtually and inspecting minutes of meetings that considered value cost reconciliations
(‘VCRs’) in order to understand, but not rely upon, the controls operated by management;
• Reconciling revenue recognised with amounts certified by clients and agreeing on a sample basis to cash received;
• Inspecting correspondence and meeting minutes with customers concerning variations, claims, and reviewing third-party
assessments of these from legal or technical experts contracted by the Group, where applicable, to assess whether this information
was consistent with the estimates made;
• Substantively testing a sample of actual costs incurred (not part of the significant risk) to date to ensure these had been
recorded accurately against the correct contract and in the correct period;
• Challenging management’s forecasts, in particular assessing the appropriateness of the key assumptions, which included forecast
costs, any claims and the expected recovery of variations from clients;
• Agreeing forecast costs to complete to supporting evidence (such as orders signed with subcontractors, performing look back
testing and assessing the appropriateness of forecast run rates); and
• Performing a margin analysis of the end-of-life forecasts (‘ELFs’) to assess the consistency of the performance of the contract
portfolios year-on-year.
For a sample of the residual significant risk contract population (the tail), we performed targeted risk-based procedures including, for
example, testing costs to complete, material unagreed variations, reviewing the contract forecast for unusual items and recalculating
the percentage of completion.
We also assessed the impact of other identified risks including the impact of climate change, the current economic environment and
considered the associated impact on the forecast cost at completion.
Given the degree of estimation, we also reviewed the disclosures regarding significant judgements and estimates included in note 1 to
the financial statements.
Based on the procedures performed, we noted no material issues from our testing.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
124
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Carrying value of investments in Group companies
(Company)
Refer to page 75 (Risk Management and Audit Committee report)
and page 188 (Accounting policy).
The Company holds investments in subsidiaries of £680.9m
(2025: £669.7m)
Due to the quantum of the carrying amount and the market capitalisation
of the Group compared with the carrying amount, this was an area
of focus for the audit of the Company.
The Directors’ impairment assessment of the carrying value
of investments noted no impairment was required.
We audited the Directors’ impairment assessment of the carrying value in subsidiaries.
In respect of the investment in Kier Limited (the only material investment), we performed the following procedures:
• We obtained the Board-approved three year forecast which formed the basis of the model used in the Directors’ impairment
calculation. We considered whether the planned growth rates and expected operating margins in the impairment model were
consistent with the Board-approved cash flows;
• We tested certain contracts in the Group’s order book to provide evidence of the associated revenue forecast in the cash
flow model;
• We challenged managements’ forecast and compared future cash flow performance with historical levels to assess whether
the planned performance was considered achievable;
• We challenged the assumption within the forecast that the business’s cash flows would be earned into perpetuity, including
considering whether the impact of climate change posed a risk to the Group’s long-term operations and associated impairment
assessments; and
• We tested the discount rate and long-term growth rate applied with the support of our internal valuation experts.
As a result of these procedures, we were satisfied with the Directors’ conclusion that no impairment was required against the carrying
value of the investments in subsidiaries.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
125
Report on the audit of the
financial statements
continued
Our audit approach continued
How we tailored the audit scope
We tailored the scope of our audit to
ensure that we performed enough work
to be able to give an opinion on the
financial statements as a whole, taking
into account the structure of the Group
and the Company, the accounting
processes and controls, and the
industry in which they operate.
The Group’s operations and reporting
processes are structured into four
segments comprising; Infrastructure,
Construction, Property and Corporate.
The Group audit partner is supported by
another component engagement leader
who is responsible for the audit of the
Infrastructure segment. The four segments
include a number of statutory entities
(which may be made up of a number of
reporting units in the Group’s consolidation).
We consider statutory entities to be
individual components, but where certain
reporting units do not form part of a
statutory entity, these are considered
as individual components separately.
The Group’s operations are largely within
the UK. Our audit approach was designed
to obtain coverage over approximately
95% of the Group’s revenue. We are
satisfied that we obtained appropriate
audit coverage over the Group’s income
statement, balance sheet and cash flows
through our audit work.
The impact of climate risk on our audit
As part of our audit we made enquiries
with management to understand the
extent of the potential impact of climate
change risk on the Group’s financial
statements. Management concluded
that there was no material impact on the
financial statements. Our evaluation of
this conclusion included challenging key
judgements and estimates in areas
where we considered that there was
greatest potential for climate change
impact. We particularly considered how
climate change risks (and opportunities)
could impact the assumptions made in
areas such as the recoverability of
contract assets and the carrying value
of investment in Group companies. We
also
considered the consistency of the
disclosures
in relation to climate change
in the other information within the
Annual Report with that of the financial
statements and our knowledge from
our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements - Group Financial statements - Company
Overall materiality
£26.1m (2025: £24.4m). £23.5m (2025: £21.3m).
How we determined it
0.6% of Group revenue 1% of total assets
Rationale for
benchmark applied
We determined that revenue
remains the most appropriate
benchmark as it is considered
to be a reflection of the
underlying operating
activities of the Group.
We have taken into
consideration a combination
of factors, including the
performance of the business
over the last few years and the
overall scale of the business
and determined that 0.6%
(FY25: 0.6%) remains the
appropriate benchmark.
This is consistent with the
prior year.
The Company primarily holds
intercompany receivables,
investments in subsidiaries
and debt. Accordingly, we
considered that total assets
is the primary measure for
shareholders when assessing
the financial statements of the
ultimate holding Company of
the Group.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
126
Report on the audit of the
financial statements
continued
Our audit approach continued
Materiality continued
For each component in the scope of our
Group audit, we allocated a materiality
that is less than our overall Group materiality.
The range of materiality allocated across
components was £3m to £24.8m. Certain
components were audited to a local
statutory audit materiality that was also
less than our overall Group materiality.
We use performance materiality to reduce
to an appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements exceeds
overall materiality. Specifically, we use
performance materiality in determining
the scope of our audit and the nature and
extent of our testing of account balances,
classes of transactions and disclosures,
for example in determining sample sizes.
Our performance materiality was 75%
(2025: 75%) of overall materiality, amounting
to £19.5m (2025: £18.3m) for the Group
financial
statements and £17.6m
(2025: £16.0m) for the Company
financial statements.
In determining the performance
materiality, we considered a number of
factors - the history of misstatements, risk
assessment and aggregation risk and the
effectiveness of controls - and concluded
that an amount in the middle of our
normal range was appropriate.
We agreed with the Risk Management
and Audit Committee that we would
report to them misstatements identified
during our audit above £1.3m (Group audit)
(2025: £1.2m) and £1.1m (Company audit)
(2025: £1.1m) as well as misstatements
below those amounts that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating
to going concern
Our evaluation of the Directors’ assessment
of the Group’s and the Company’s ability
to continue to adopt the going concern
basis of accounting included:
• Auditing the Directors’ going concern
assessment to ensure it was based
upon the latest Board approved
forecasts and the cash flow assumptions
were consistent with our understanding
of the outlook for the Group’s businesses
and the industry;
• Testing, on a sample basis, significant
contracts in the Group’s pipeline to
obtain evidence in support of the
revenue forecasts in the going
concern model;
• Performing sensitivity analysis over
the Directors’ forecasts to determine
whether under severe but plausible
scenarios the Group’s peak debt could
exceed its lending limits and/or the
Group could breach covenant limits.
This included consideration as to whether
the Directors have mitigating actions
available to them, within their control
to prevent such a situation occurring;
• Reviewing the Directors’ reverse
stress test to determine the extent
of deterioration required in trading
performance, working capital, project
outcomes and cash generation to
exhaust available liquidity and
breach covenants;
• Comparing the prior year forecasts
against actual performance to assess
the Directors’ ability to forecast
accurately; and
• Reviewing the Directors’ covenant
calculations, including under severe but
plausible scenarios, covering the period
from 1 July 2026 to 31 December 2027,
ensuring that the covenant thresholds
and definitions were consistent with
financing agreements.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or
conditions that, individually or collectively,
may cast significant doubt on the Group’s
and the Company’s ability to continue as
a going concern for a period of at least
twelve months from when the financial
statements are authorised for issue.
In auditing the financial statements, we
have concluded that the Directors’ use
of the going concern basis of accounting
in the preparation of the financial
statements is appropriate.
However, because not all future events
or conditions can be predicted, this
conclusion is not a guarantee as to
the Group’s and the Company’s ability
to continue as a going concern.
In relation to the Directors’ reporting on
how they have applied the UK Corporate
Governance Code, we have nothing
material to add or draw attention to
in relation to the directors’ statement in
the financial statements about whether
the directors considered it appropriate
to adopt the going concern basis
of accounting.
Our responsibilities and the
responsibilities of the directors with
respect to going concern are described
in the relevant sections of this report.
Reporting on other information
The other information comprises all of
the information in the Annual Report other
than the financial statements and our
auditors’ report thereon. The Directors
are responsible for the other information.
Our opinion on the financial statements
does not cover the other information and,
accordingly, we do not express an audit
opinion or, except to the extent otherwise
explicitly stated in this report, any form
of assurance thereon.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
127
Report on the audit of the
financial statements
continued
Reporting on other
information continued
In connection with our audit of the
financial statements, our responsibility
is to read the other information and, in
doing so, consider whether the other
information is materially inconsistent
with the financial statements or our
knowledge obtained in the audit, or
otherwise appears to be materially
misstated. If we identify an apparent
material inconsistency or material
misstatement, we are required to perform
procedures to conclude whether there is
a material misstatement of the financial
statements or a material misstatement
of the other information. If, based on the
work we have performed, we conclude
that there is a material misstatement
of this other information, we are required
to report that fact. We have nothing to
report based on these responsibilities.
With respect to the Strategic report
and Directors’ report, we also considered
whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the
course of the audit, the Companies Act
2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken
in the course of the audit, the information
given in the Strategic report and Directors’
report for the year ended 30 June 2026 is
consistent with the financial statements
and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding
of the Group and Company and their
environment obtained in the course of
the audit, we did not identify any material
misstatements in the Strategic report
and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
directors’ statements in relation to going
concern, longer-term viability and that
part of the Corporate governance
statement relating to the Company’s
compliance with the provisions of the UK
Corporate Governance Code specified for
our review. Our additional responsibilities
with respect to the corporate governance
statement as other information are
described in the Reporting on other
information section of this report.
Based on the work undertaken as part
of our audit, we have concluded that
each of the following elements of the
Corporate governance statement is
materially consistent with the financial
statements and our knowledge obtained
during the audit, and we have nothing
material to add or draw attention to in
relation to:
• The Directors’ confirmation that they
have carried out a robust assessment
of the emerging and principal risks;
• The disclosures in the Annual Report
that describe those principal risks,
what procedures are in place to identify
emerging risks and an explanation
of how these are being managed
or mitigated;
• The Directors’ statement in the financial
statements about whether they considered
it appropriate to adopt the going concern
basis of accounting in preparing them,
and their identification of any material
uncertainties to the Group’s and
Company’s
ability to continue to do so
over a period of at least twelve months
from the date of approval of the
financial statements;
• The Directors’ explanation as to
their
assessment of the Group’s and
Company’s
prospects, the period
this assessment covers and why the
period is appropriate; and
• The Directors’ statement as to whether
they have a reasonable expectation
that the Company will be able to
continue in operation and meet its
liabilities as they fall due over the
period of its assessment, including
any related disclosures drawing
attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement
regarding the longer-term viability of
the Group and Company was substantially
less in scope than an audit and only consisted
of making inquiries and considering the
Directors’ process supporting their statement
;
checking that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and
considering whether the statement
is consistent with the financial statements
and our knowledge and understanding
of the Group and Company and their
environment obtained in the course
of the audit.
In addition, based on the work undertaken
as part of our audit, we have concluded
that each of the following elements of the
Corporate governance statement is
materially consistent with the financial
statements and our knowledge obtained
during the audit:
• The Directors’ statement that they
consider the Annual Report, taken
as a whole, is fair, balanced and
understandable, and provides the
information necessary for the members
to assess the Group’s and Company’s
position, performance, business model
and strategy;
• The section of the Annual Report that
describes the review of effectiveness
of risk management and internal
control systems; and
• The section of the Annual Report
describing the work of the Risk
Management and Audit Committee.
We have nothing to report in respect
of our responsibility to report when the
Directors’ statement relating to the
Company’s compliance with the Code
does not properly disclose a departure
from a relevant provision of the Code
specified under the Listing Rules for
review by the auditors.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
128
Report on the audit of the
financial statements
continued
Responsibilities for the financial
statements and the audit
Responsibilities of the Directors
for the financial statements
As explained more fully in the Statement
of Directors’ responsibilities, the Directors
are responsible for the preparation of the
financial statements in accordance with
the applicable framework and for being
satisfied that they give a true and fair
view. The Directors are also responsible
for such internal control as they determine
is necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Group’s and the Company’s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless the Directors
either intend to liquidate the Group or the
Company or to cease operations, or have
no realistic alternative but to do so.
Auditors’ responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditors’
report that includes our opinion.
Reasonable assurance is a high level
of assurance, but is not a guarantee that
an audit conducted in accordance with
ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to
influence the economic decisions
of users taken on the basis of these
financial statements.
Irregularities, including fraud, are
instances of non-compliance with laws
and regulations. We design procedures
in line with our responsibilities, outlined
above, to detect material misstatements
in respect of irregularities, including fraud.
The extent to which our procedures are
capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the
Group and industry, we identified that
the principal risks of non-compliance with
laws and regulations related to the Health
and Safety Executive legislation and
equivalent local laws, anti-bribery and
corruption legislation, environmental
legislation and construction laws
including the Building Safety Act 2022,
and we considered the extent to which
non-compliance might have a material
effect on the financial statements. We also
considered those laws and regulations
that have a direct impact on the financial
statements such as the Companies Act
2006,
Listing Rules and tax legislation. We
evaluated
management’s incentives and
opportunities
for fraudulent manipulation
of the financial statements (including
the risk of override of controls), and
determined that the principal risks were
related to posting inappropriate journal
entries with intention to enhance results
and management bias in accounting
estimates. The Group engagement team
shared this risk assessment with the
component auditors so that they could
include appropriate audit procedures
in response to such risks in their work.
Audit procedures performed by the Group
engagement team and/or component
auditors included:
• Discussions with management, Internal
Audit and internal legal counsel, including
consideration of known or suspected
instances of non-compliance with
laws and regulation and fraud;
• Assessment of matters reported to the
Board, including those raised through
the Group’s whistleblowing helpline;
• Review of external press releases during
the year relating to financial results,
trading updates and contract wins;
• Challenging assumptions and
judgements made by management in
the estimates involved in accounting
for long term contracts and where
applicable, inspecting correspondence
with external advisers; and
• Identifying and testing journal entries
in particular any journal entries posted
with unusual account combinations
while recording revenue or journal
combinations to reduce costs.
There are inherent limitations in the
audit procedures described above.
We are less likely to become aware of
instances of non-compliance with laws
and regulations that are not closely
related to events and transactions
reflected in the financial statements.
Also, the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve deliberate
concealment by, for example, forgery
or intentional misrepresentations, or
through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for
testing, rather than testing complete
populations. We will often seek to target
particular items for testing based on their
size or risk characteristics. In other cases,
we will use audit sampling to enable us to
draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities
for the audit of the financial statements
is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions,
has been prepared for and only for
the Company’s members as a body in
accordance with Chapter 3 of Part 16
of the Companies Act 2006 and for no
other purpose. We do not, in giving these
opinions, accept or assume responsibility
for any other purpose or to any other
person to whom this report is shown
or into whose hands it may come save
where expressly agreed by our prior
consent in writing.
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
129
Other required reporting
Companies Act 2006
exception reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
• we have not obtained all the information
and explanations we require for
our audit; or
• adequate accounting records have
not been kept by the Company, or
returns adequate for our audit have
not been received from branches not
visited by us; or
• certain disclosures of Directors’
remuneration specified by law are
not made; or
• the Company financial statements
and the part of the Directors’
Remuneration report to be audited
are not in agreement with the
accounting records and returns.
We have no exceptions to report arising
from this responsibility.
Appointment
We were first appointed by the Company
for the financial year ended 30 June 2015.
Our uninterrupted engagement covers
12 financial years.
Other matter
The Company is required by the Financial
Conduct Authority Disclosure Guidance
and Transparency Rules to include these
financial statements in an annual financial
report prepared under the structured
digital format required by DTR 4.1.15R -
4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct
Authority. This auditors’ report provides
no assurance over whether the structured
digital format annual financial report
has been prepared in accordance with
those requirements.
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
London
14 September 2026
Independent auditors’ report to the members of Kier Group plc continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
130
| 2026 | 2025 | ||
| Note | £m | £m | |
| Continuing operations | |||
Group revenue including share of joint ventures 1 | 3 | ||
Less share of joint ventures | 3 | ( | ( |
Group revenue | |||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Share of post-tax results of joint ventures | 16 | ( | ( |
Other income | 6 | ||
Operating profit | 3,4 | ||
Finance income | 7 | ||
Finance costs | 7 | ( | ( |
Profit before tax | 3 | ||
Taxation | 10 | ( | ( |
Profit for the year | 3 | ||
| Attributable to: | |||
Owners of the Company | |||
Non-controlling interests | |||
| 2026 | 2025 | ||
| Note | £m | £m | |
| Earnings per share | |||
Basic | 12 | ||
Diluted | 12 | ||
| Supplementary information | |||
Adjusted 2 operating profit | 5 | ||
Adjusted 2 profit before tax | 5 | ||
Adjusted 2 basic earnings per share | 12 |
1. Group revenue including share of joint ventures is an alternative performance measure.
2. References to ‘adjusted’ exclude adjusting items, see note 5. These are alternative performance measures.
For the year ended 30 June 2026
Consolidated income statement
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
131
Consolidated statement of comprehensive income
| 2026 | 2025 | ||
| Note | £m | £m | |
| Continuing operations | |||
Profit for the year | |||
| Other comprehensive income | |||
Items that may be reclassified subsequently to the income statement | |||
Fair value movements on cash flow hedging instruments | |||
| Fair value movements on cash flow hedging instruments | |||
recycled to the income statement | 7 | ( | |
Items that will not be reclassified to the income statement | |||
| Re-measurement of retirement benefit assets | |||
and obligations | 9 | ( | |
| Tax on re-measurement of retirement benefit assets | |||
and obligations | 10 | ( | |
Other comprehensive income/(loss) for the year | ( | ||
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity holders of the Company | |||
Non-controlling interests | |||
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
132
Consolidated balance sheet
| 2026 | 2025 | ||
| Note | £m | £m | |
| Non-current assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Right-of-use assets | 22 | ||
Investment properties | 15 | ||
Investments in and loans to joint ventures | 16 | ||
Deferred tax assets | 17 | ||
Contract assets | 18 | ||
Trade and other receivables | 19 | ||
Retirement benefit assets | 9 | ||
Non-current assets | |||
| Current assets | |||
Inventories | 20 | ||
Contract assets | 18 | ||
Trade and other receivables | 19 | ||
Corporation tax receivable | |||
Cash and cash equivalents | 21 | ||
Current assets | |||
Total assets | |||
| Current liabilities | |||
Bank overdrafts | 21 | ( | ( |
Lease liabilities | 22 | ( | ( |
Trade and other payables | 23 | ( | ( |
Contract liabilities | 18 | ( | ( |
Provisions | 24 | ( | ( |
Current liabilities | ( | ( |
| 2026 | 2025 | ||
| Note | £m | £m | |
| Non-current liabilities | |||
Borrowings | 21 | ( | ( |
Lease liabilities | 22 | ( | ( |
Trade and other payables | 23 | ( | ( |
Retirement benefit obligations | 9 | ( | ( |
Provisions | 24 | ( | ( |
Non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | 3 | ||
| Equity | |||
Share capital | |||
Share premium | |||
Retained earnings | |||
Merger reserve | |||
Equity attributable to owners of the Company | |||
Non-controlling interests | ( | ||
Total equity |
As at 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
133
Consolidated statement of changes in equity
| Equity | |||||||||
| attributable | |||||||||
| Share | Share | Retained | Merger | Other | to owners of | Non-controlling | |||
capital 1 | premium | earnings 2 | reserve 3 | reserves 4 | the Company | interests | Total equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 July 2024 | ( | ( | |||||||
Profit for the year | |||||||||
Other comprehensive (loss)/income | ( | ( | ( | ||||||
Total comprehensive income for the year | |||||||||
Dividends paid | 11 | ( | ( | ( | |||||
Issue of own shares | |||||||||
Share-based payments | 25 | ||||||||
Deferred tax on share-based payments | |||||||||
Purchase of own shares via employee benefit trust | 25 | ( | ( | ( | |||||
Purchase of own shares via share buyback | ( | ( | ( | ||||||
At 30 June 2025 | ( | ||||||||
Profit for the year | |||||||||
Other comprehensive income | |||||||||
Total comprehensive income for the year | |||||||||
Dividends paid | 11 | ( | ( | ( | |||||
Share-based payments | 25 | ||||||||
Deferred tax on share-based payments | |||||||||
Purchase of own shares via employee benefit trust | 25 | ( | ( | ( | |||||
Purchase of own shares via share buyback | ( | ( | ( | ||||||
At |
1. The share capital includes 452,875,390 of authorised, issued and fully paid Ordinary Shares of 1p each (2025: 452,875,390). The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. No new shares were issued under the Sharesave Scheme (2025: 741,638).
2. The Company has completed its initial share buyback programme to return capital to shareholders. On 3 March 2026, the Company announced a further share buyback of up to £25 m. During the year, a total of 10,476,317
Ordinary Shares of 1p each (2025: 4,552,151) were purchased across the two buybacks at a cost of £2 2. 3 m (2025: £6.4 m). At the balance sheet date, a total of 15,028,468 (2025: 4,552,151) Ordinary Shares have been acquired
under buyback programmes and were held as treasury shares.
3. £1 34. 8 m of the merger reserve arose on the shares issued at a premium to acquire May Gurney on 8 July 2013. In addition, a further £21 5.8 m relates to the issue of share capital on 18 June 2021.
4. Other reserves include capital redemption reserve, cash flow hedge reserve and translation reserve which were all £nil at 30 June 2025 and 2026.
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
134
Consolidated statement of cash flows
| 2026 | 2025 | ||
| Note | £m | £m | |
| Continuing operations | |||
| Cash flows from operating activities | |||
Profit before tax | |||
Net finance cost | 7 | ||
Share of post-tax trading results of joint ventures | 16 | ||
Pension cost charge | 9 | ||
Equity-settled share-based payments charge | 25 | ||
Amortisation of intangible assets and mobilisation costs | 13,19 | ||
Change in fair value of investment properties | 15 | ( | ( |
Depreciation of property, plant and equipment | 14 | ||
Depreciation of right-of-use assets | 22 | ||
| Loss on disposal of property, plant | |||
and equipment, right-of-use assets and intangible assets | 4 | ||
Operating cash inflows before movements in working capital and deficit contributions to pension funds | |||
Deficit contributions to pension funds | 9 | ( | ( |
(Increase)/decrease in inventories | 21 | ( | |
(Increase)/decrease in receivables | 21 | ( | |
Increase in contract assets | 18 | ( | ( |
Increase/(decrease) in payables | 21 | ( | |
Increase in contract liabilities | 18 | ||
Increase in provisions | 21 | ||
Cash inflow from operating activities | |||
Dividends received from joint ventures | 16 | ||
Interest received | |||
Income tax paid | 10 | ( | ( |
Net cash inflow from operating activities |
| 2026 | 2025 | ||
| Note | £m | £m | |
| Cash flows from investing activities | |||
| Proceeds from sale of property, plant | |||
and equipment | |||
Proceeds from sale of investment property | |||
| Purchase of property, plant and equipment | |||
and right-of-use assets | ( | ( | |
Purchase of intangible assets | 13 | ( | ( |
Purchase of capitalised mobilisation costs | ( | ( | |
Purchase of investment property | 15 | ( | |
Investment in joint ventures | 16 | ( | ( |
Loan repayment and return of equity from joint ventures | 16 | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Issue of shares | |||
| Purchase of own shares via employee | |||
benefit trust | ( | ( | |
Purchase of own shares via share buyback | ( | ( | |
Interest paid | ( | ( | |
Cost of raising finance | ( | ||
Principal elements of lease payments | 22 | ( | ( |
Drawdown of borrowings | 21 | ||
Repayment of borrowings | 21 | ( | |
Settlement of derivative financial instruments | |||
Dividends paid | 11 | ( | ( |
Net cash used in financing activities | ( | ( | |
Increase in cash, cash equivalents and bank overdrafts | |||
Opening cash, cash equivalents and bank overdrafts | |||
Closing cash, cash equivalents and bank overdrafts | 21 |
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
135
Notes to the consolidated financial statements
1 Significant accounting policies
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
136
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
137
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
138
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Revenue and profit recognition continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
139
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Revenue and profit recognition continued
(b) Services continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
140
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Alternative performance measures continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
141
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Goodwill and other intangible assets continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
142
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Leases continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
143
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
144
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Financial instruments continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
145
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Critical accounting judgements and estimates continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
146
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
1 Significant accounting policies continued
Other accounting judgements and estimates continued
(f) Taxation (judgement and estimate) continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
147
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
2 Revenue continued
Construction continued
| 2029 | |||
| 2027 | 2028 | onwards | |
| £m | £m | £m | |
Infrastructure | 1,800.4 | 1,210.5 | 1,359.7 |
Construction | 1,638.7 | 656.6 | 155.4 |
| Total transaction price allocated to remaining | |||
performance obligations | 3,439.1 | 1,867.1 | 1,515.1 |
| 2028 | |||
| 2026 | 2027 | onwards | |
| £m | £m | £m | |
Infrastructure | 1,657.5 | 1,227.3 | 1,419.2 |
Construction | 1,395.6 | 681.2 | 382.3 |
| Total transaction price allocated to remaining | |||
performance obligations | 3,053.1 | 1,908.5 | 1,801.5 |
3 Segmental reporting
The Group operates three divisions: Infrastructure, Construction and Property, which
is the basis on which the Group manages and reports its segmental information.
Corporate principally includes unrecovered overheads and the charge for defined
benefit pension schemes.
Segment information is based on the information provided to the Chief Executive,
together with the Board, who is the Chief Operating Decision Maker. The segments are
strategic business units with separate management and have different core customers
and offer different services. The segments are discussed in the Operational review
on pages 16–20. The accounting policies of the operating segments are the same as
those described in the summary of significant accounting policies (note 1). The Group
evaluates segmental information on the basis of adjusted operating profit (see note
5), interest and tax expense. The segmental results that are reported to the Chief
Executive include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
148
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
3 Segmental reporting continued
2026 | 2025 | |||||||||
| Infrastructure | Construction | Property | Corporate | Group | Infrastructure | Construction | Property | Corporate | Group | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| Continuing operations | ||||||||||
Revenue 1 | ||||||||||
Group revenue including share of joint ventures | 2,340.1 | 1,986.8 | 63.4 | 2.7 | 4,393.0 | 2,136.0 | 1,910.5 | 38.4 | 2.9 | 4,087.8 |
| Less share of joint ventures | (0 . 8 ) | – | (39.7) | – | (40.5) | (1.3) | – | (9.4) | – | (10.7) |
Group revenue | 2,339.3 | 1,986.8 | 23.7 | 2.7 | 4,352.5 | 2,134.7 | 1,910.5 | 29.0 | 2.9 | 4,077.1 |
Timing of revenue 1 | ||||||||||
Products and services transferred at a point in time | 7.4 | – | 29.3 | – | 36.7 | 6.9 | – | 33.1 | – | 40.0 |
Products and services transferred over time | 2,332.7 | 1,986.8 | 34.1 | 2.7 | 4,356.3 | 2,129.1 | 1,910.5 | 5.3 | 2.9 | 4,047.8 |
Group revenue including share of joint ventures | 2,340.1 | 1,986.8 | 63.4 | 2.7 | 4,393.0 | 2,136.0 | 1,910.5 | 38.4 | 2.9 | 4,087.8 |
| Profit/(loss) for the year | ||||||||||
Adjusted operating profit/(loss) 2 | 128.7 | 76.5 | 9.1 | (44.5) | 169.8 | 111.0 | 75.0 | 12.2 | (39.1) | 159.1 |
Adjusting items 2 | (1 8 . 9 ) | (32.2) | – | – | (51.1) | (21.5) | (20.1) | – | (3.8) | (45.4) |
Operating profit/(loss) | 109.8 | 44.3 | 9.1 | (44.5) | 118.7 | 89.5 | 54.9 | 12.2 | (42.9) | 113.7 |
Net finance income/(costs) 3 | 8.6 | 16.3 | (7.5) | (52.3) | (34.9) | 6.7 | 4.4 | (5.9) | (40.8) | (35.6) |
Profit/(loss) before tax | 118.4 | 60.6 | 1.6 | (96.8) | 83.8 | 96.2 | 59.3 | 6.3 | (83.7) | 78.1 |
Taxation | (22.0) | (21.7) | ||||||||
Profit for the year | 61.8 | 56.4 | ||||||||
| Balance sheet | ||||||||||
Operating assets 4 | 1,044.0 | 361.7 | 319.1 | 309.7 | 2,034.5 | 920.8 | 351.0 | 297.0 | 294.3 | 1,863.1 |
Operating liabilities 4 | (641 .6 ) | (893.0) | (14.8) | (206.1) | (1,755.5) | (511.9) | (788.5) | (37.0) | (212.6) | (1,550.0) |
Net operating assets/(liabilities) 4 | 402.4 | (531.3) | 304.3 | 103.6 | 279.0 | 408.9 | (437.5) | 260.0 | 81.7 | 313.1 |
Cash, cash equivalents, bank overdrafts and borrowings | 675.6 | 906.2 | (187.9) | (1,161.5) | 232.4 | 642.6 | 757.4 | (225.2) | (970.7) | 204.1 |
Net assets/(liabilities) | 1,078.0 | 374.9 | 116.4 | (1,057.9) | 511.4 | 1,051.5 | 319.9 | 34.8 | (889.0) | 517.2 |
| Other information | ||||||||||
Inter-segmental revenue | 6.0 | 3.5 | – | 37.6 | 47.1 | 11.2 | 3.5 | – | 40.2 | 54.9 |
Capital expenditure on property, plant, equipment and intangible assets | 2.1 | 1.4 | – | 6.5 | 10.0 | 2.2 | 1.0 | – | 13.3 | 16.5 |
| Depreciation of property, plant and equipment | (0 .5 ) | (0.6) | (0.2) | (4.9) | (6.2) | (0.5) | (0.2) | (0.2) | (4.7) | (5.6) |
| Amortisation of computer software | (1 .2 ) | (3.4) | – | (6.4) | (11.0) | (1.7) | (0.8) | – | (11.1) | (13.6) |
1. Revenue is stated after the exclusion of inter-segmental revenue. 100% of the Group’s revenue is derived from
UK-based customers. 16% of the Group’s revenue was received from High Speed Two (HS2) Limited (2025: 16%).
Group revenue including joint ventures is an alternative performance measure, see page 191.
2. See notes 1 and 5 for adjusting items.
3. Interest was (charged)/credited to the divisions at a notional rate of 4.0% (2025: 4.0%).
4. Net operating assets/(liabilities) represent assets excluding cash, cash equivalents, bank overdrafts,
borrowings and interest-bearing inter-company loans.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
149
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| 2026 | 2025 | ||
| Note | £m | £m | |
Amortisation of intangible assets | 13 | 30.0 | 35.2 |
Depreciation of property, plant and equipment | 14 | 6.2 | 5.6 |
| Loss on sale of property, plant and equipment | |||
and right-of-use assets | 0.9 | 0.4 | |
Depreciation of right-of-use assets | 22 | 47.8 | 46.1 |
Fair value adjustment to investment properties | 15 | (12.3) | (7.6) |
| 2026 | 2025 | |
| £m | £m | |
Fees payable for the audit of the parent company and consolidated financial statements 1 | 2.9 | 2.9 |
| Fees payable to the Company’s auditors for other services: | ||
| — Audit of the Company’s subsidiaries, pursuant | ||
to legislation | 0.5 | 0.5 |
— Audit-related assurance services 2 | 0.4 | 0.2 |
5 Adjusting items
(a) Reconciliation to adjusted profit
2026 | 2025 | |||||
| Adjusting | Adjusting | |||||
| Adjusted | items | Total | Adjusted | items | Total | |
| £m | £m | £m | £m | £m | £m | |
| Continuing operations | ||||||
Group revenue | 4,352.5 | – | 4,352.5 | 4,077.1 | – | 4,077.1 |
Cost of sales | (3,941.1) | (30.9) | (3,972.0) | (3,727.3) | (19.0) | (3,746.3) |
Gross profit | 411.4 | (30.9) | 380.5 | 349.8 | (19.0) | 330.8 |
Administrative expenses | (248.3) | (20.2) | (268.5) | (197.6) | (25.6) | (223.2) |
| Share of post-tax | ||||||
results of joint ventures | (5.6) | – | (5.6) | (1.5) | – | (1.5) |
Other income | 12.3 | – | 12.3 | 8.4 | (0.8) | 7.6 |
Operating profit | 169.8 | (51.1) | 118.7 | 159.1 | (45.4) | 113.7 |
Net finance charges | (33.4) | (1.5) | (34.9) | (33.7) | (1.9) | (35.6) |
Profit before tax | 136.4 | (52.6) | 83.8 | 125.4 | (47.3) | 78.1 |
Taxation | (34.0) | 12.0 | (22.0) | (30.2) | 8.5 | (21.7) |
Profit for the year | 102.4 | (40.6) | 61.8 | 95.2 | (38.8) | 56.4 |
Adjusting items include:
• Cost of sales – consists of fire and cladding compliance costs of £30.9m
(2025: £17.0m) incurred in rectifying legacy issues to comply with the latest
Government guidance. The net charge of £30.9m includes a credit of £6.2m
(2025: £8.7m) in respect of insurance proceeds.
• Administrative expenses – includes amortisation of acquired intangible assets
of £19.0m (2025: £21.6m) comprising amortised contract rights arising from prior
year acquisitions. In addition, £1.2m has been included in relation to central costs
incurred in managing fire and cladding claims.
• Net finance charges – these relate to IFRS 16 interest charges on leased investment
properties previously used as offices.
• Taxation – the taxation credit of £12.0m (2025: £8.5m) is the tax effect of the items
described above.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
150
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
5 Adjusting items continued
(b) Cash outflow from adjusting items
| 2026 | 2025 | |
| £m | £m | |
Adjusting items reported in the income statement | 52.6 | 47.3 |
Less: non-cash items incurred in the year | (42.1) | (38.4) |
Add: payment of prior year accruals and provisions | 9.2 | 8.9 |
Cash outflow from adjusting items | 19.7 | 17.8 |
| 2026 | 2025 | ||
| Note | £m | £m | |
Fair value gain on investment properties | 15 | 12.3 | 7.6 |
Other income | 12.3 | 7.6 |
| 2026 | 2025 | |
| £m | £m | |
| Finance income | ||
Bank deposits | 3.6 | 3.6 |
Interest receivable on loans to related parties | 0.4 | 0.1 |
Net interest on net defined benefit obligation | 2.7 | 4.3 |
Interest receivable on leases | 1.0 | – |
7.7 | 8.0 | |
| Finance costs | ||
Interest payable on loans and overdrafts | (6.0) | (8.3) |
Interest payable on bonds | (22.5) | (22.5) |
Interest payable on leases | (10.4) | (9.1) |
| Foreign exchange movements on foreign | ||
denominated borrowings | – | (0.5) |
Fair value movements on cash flow hedges recycled from other comprehensive income | – | 0.2 |
Other | (3.7) | (3.4) |
(42.6) | (43.6) | |
Net finance costs | (34.9) | (35.6) |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
151
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
8 Information relating to Directors and employees
| 2026 | 2025 | |
| No. | No. | |
| Monthly average number of people employed during the year | ||
| including Executive Directors by segment was: | ||
Infrastructure | 6,032 | 6,000 |
Construction | 3,798 | 3,772 |
Property | 77 | 73 |
Corporate | 545 | 516 |
10,452 | 10,361 |
Five employees are located outside of the UK (2025: six).
| 2026 | 2025 | ||
| Note | £m | £m | |
| Group staff costs by segment are as follows: | |||
Infrastructure | 463.0 | 427.9 | |
Construction | 314.9 | 300.6 | |
Property | 13.8 | 13.5 | |
Corporate | 61.4 | 53.4 | |
853.1 | 795.4 | ||
| Comprising: | |||
Wages and salaries | 718.0 | 677.0 | |
Social security costs | 86.6 | 75.2 | |
| Defined benefit pension scheme net credit | |||
to the income statement | 9 | (0.6) | (2.2) |
| Contributions to defined contribution | |||
pension schemes | 37.9 | 36.5 | |
Share-based payments charge | 25 | 11.2 | 8.9 |
853.1 | 795.4 |
The amounts disclosed above are in relation to the entirety of the Group’s Directors
and employees.
Information relating to Directors’ emoluments, pension entitlements, share options
and LTIP interests appears in the Directors’ Remuneration report on pages 85–117.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
152
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
9 Retirement benefit obligations continued
Contributions to defined benefit schemes continued
| 2027 | 2028 | 2029 | 2030 | 2031 | |
| £m | £m | £m | £m | £m | |
Deficit contributions | 6.1 | 5.2 | 5.2 | 5.2 | 0.4 |
| 2026 | 2025 | |
| % | % | |
Discount rate | 5.75 | 5.50 |
Inflation rate - Retail Price Index (RPI) | 2.95 | 2.90 |
Inflation rate - Consumer Price Index (CPI) | 2.45–2.75 | 2.20–2.65 |
Rate of general increases in pensionable salaries | 2.95 | 2.90 |
| Rate of increase in pensions payments liable | ||
| for Limited Price Indexation | ||
— RPI subject to minimum of 0% and a maximum 5% | 2.85 | 2.80 |
— RPI subject to minimum of 0% and a maximum 2.5% | 1.95 | 1.90 |
2026 | 2025 | |||
| Male | Female | Male | Female | |
| years | years | years | years | |
Life expectancy from age 65, currently aged 65 | ||||
— Kier Group scheme | 22.4 | 24.1 | 21.6 | 23.5 |
— Acquired schemes | 20.4–22.7 | 23.5–24.2 | 20.4–22.0 | 22.9–24.0 |
Life expectancy from age 65, currently aged 45 | ||||
— Kier Group scheme | 23.4 | 25.0 | 22.7 | 24.6 |
— Acquired schemes | 21.6–23.7 | 24.6–25.6 | 21.7–22.9 | 24.3–25.4 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
153
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
9 Retirement benefit obligations continued
IAS 19 ‘Employee Benefits’ disclosures continued
2026 | 2025 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Opening net surplus/(deficit) | 68.7 | (21.5) | 47.2 | 96.9 | (16.4) | 80.5 |
Current service cost | – | – | – | – | (0.1) | (0.1) |
Administration expenses | (1.9) | (0.2) | (2.1) | (1.8) | (0.2) | (2.0) |
| Net interest on net defined | ||||||
benefit surplus | 3.7 | (1.0) | 2.7 | 4.9 | (0.6) | 4.3 |
| Total income/(expense) | ||||||
recognised in the income statement | 1.8 | (1.2) | 0.6 | 3.1 | (0.9) | 2.2 |
| Remeasurement gains/(losses) | ||||||
on scheme assets | 1.5 | 7.2 | 8.7 | (57.7) | (26.8) | (84.5) |
| Actuarial gains due to changes | ||||||
in financial assumptions | 15.1 | 9.0 | 24.1 | 36.2 | 23.7 | 59.9 |
| Actuarial losses due to changes | ||||||
in demographic assumptions | (9.5) | (4.0) | (13.5) | (5.9) | (3.1) | (9.0) |
Actuarial losses due to liability experience | (3.7) | (9.3) | (13.0) | (3.9) | (5.0) | (8.9) |
Total amount recognised in other comprehensive income | 3.4 | 2.9 | 6.3 | (31.3) | (11.2) | (42.5) |
Contributions by the employer | – | 5.2 | 5.2 | – | 7.0 | 7.0 |
Closing net surplus/(deficit) | 73.9 | (14.6) | 59.3 | 68.7 | (21.5) | 47.2 |
| Changes in the fair value | ||||||
| of scheme assets | ||||||
Fair value at 1 July | 763.0 | 372.2 | 1,135.2 | 825.2 | 393.4 | 1,218.6 |
Annuity policies included | – | – | – | – | 1.4 | 1.4 |
Interest income on scheme assets | 40.7 | 20.0 | 60.7 | 41.3 | 19.9 | 61.2 |
| Remeasurement gains/(losses) | ||||||
on scheme assets | 1.5 | 7.2 | 8.7 | (57.7) | (26.8) | (84.5) |
Contributions by the employer | – | 5.2 | 5.2 | – | 7.0 | 7.0 |
Net benefits paid out | (44.8) | (22.8) | (67.6) | (44.0) | (22.5) | (66.5) |
Administration expenses | (1.9) | (0.2) | (2.1) | (1.8) | (0.2) | (2.0) |
Fair value at 30 June | 758.5 | 381.6 | 1,140.1 | 763.0 | 372.2 | 1,135.2 |
2026 | 2025 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Changes in the present value of the defined benefit obligation | ||||||
Present value at 1 July | (694.3) | (393.7) | (1,088.0) | (728.3) | (409.8) | (1,138.1) |
Annuity policies included | – | – | – | – | (1.4) | (1.4) |
Current service cost | – | – | – | – | (0.1) | (0.1) |
Interest expense on scheme liabilities | (37.0) | (21.0) | (58.0) | (36.4) | (20.5) | (56.9) |
| Actuarial gains due to changes | ||||||
in financial assumptions | 15.1 | 9.0 | 24.1 | 36.2 | 23.7 | 59.9 |
| Actuarial losses due to changes | ||||||
in demographic assumptions | (9.5) | (4.0) | (13.5) | (5.9) | (3.1) | (9.0) |
Actuarial losses due to liability experience | (3.7) | (9.3) | (13.0) | (3.9) | (5.0) | (8.9) |
Net benefits paid out | 44.8 | 22.8 | 67.6 | 44.0 | 22.5 | 66.5 |
Present value at 30 June | (684.6) | (396.2) | (1,080.8) | (694.3) | (393.7) | (1,088.0) |
Amounts included in the balance sheet | ||||||
Fair value of scheme assets | 758.5 | 381.6 | 1,140.1 | 763.0 | 372.2 | 1,135.2 |
Net present value of the defined benefit obligation | (684.6) | (396.2) | (1,080.8) | (694.3) | (393.7) | (1,088.0) |
Net surplus/(deficit) | 73.9 | (14.6) | 59.3 | 68.7 | (21.5) | 47.2 |
| Related deferred tax | ||||||
(liability)/asset | (18.5) | 3.7 | (14.8) | (17.2) | 5.4 | (11.8) |
Net pension asset/(liability) | 55.4 | (10.9) | 44.5 | 51.5 | (16.1) | 35.4 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
154
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
9 Retirement benefit obligations continued
IAS 19 ‘Employee Benefits’ disclosures continued
2026 | 2025 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Retirement benefit assets | 73.9 | 6.7 | 80.6 | 68.7 | 5.4 | 74.1 |
Retirement benefit obligation | – | (21.3) | (21.3) | – | (26.9) | (26.9) |
Net surplus/(deficit) | 73.9 | (14.6) | 59.3 | 68.7 | (21.5) | 47.2 |
2026 | 2025 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Equities | 220.9 | 144.5 | 365.4 | 204.7 | 130.6 | 335.3 |
Corporate bonds | 125.1 | 9.8 | 134.9 | 123.9 | 10.3 | 134.2 |
Government bonds | 148.3 | 72.2 | 220.5 | 153.3 | 62.4 | 215.7 |
Index-linked bonds | 195.2 | 98.0 | 293.2 | 194.9 | 101.5 | 296.4 |
| Fixed income | ||||||
aggregate funds | 61.2 | 44.3 | 105.5 | 61.1 | 52.6 | 113.7 |
Cash | 10.7 | 6.8 | 17.5 | 32.0 | 9.5 | 41.5 |
Property | – | – | – | – | 3.7 | 3.7 |
Absolute return | – | 4.6 | 4.6 | – | 4.8 | 4.8 |
Annuity policies | – | 1.6 | 1.6 | – | 1.9 | 1.9 |
Derivatives | (2.9) | (0.2) | (3.1) | (6.9) | (5.1) | (12.0) |
Total market value of assets | 758.5 | 381.6 | 1,140.1 | 763.0 | 372.2 | 1,135.2 |
| 2026 | 2025 | 2024 | 2023 | 2022 | |
| £m | £m | £m | £m | £m | |
Fair value of scheme assets | 1,140.1 | 1,135.2 | 1,218.6 | 1,247.7 | 1,557.0 |
| Net present value of the defined | |||||
benefit obligation | (1,080.8) | (1,088.0) | (1,138.1) | (1,143.2) | (1,362.3) |
Net surplus | 59.3 | 47.2 | 80.5 | 104.5 | 194.7 |
Related deferred tax liability | (14.8) | (11.8) | (20.0) | (26.1) | (49.3) |
Net pension asset | 44.5 | 35.4 | 60.5 | 78.4 | 145.4 |
Difference between expected and actual return on scheme assets | 8.7 | (84.5) | (41.1) | (315.4) | (339.9) |
Experience (losses)/gains on scheme liabilities | (13.0) | (8.9) | 3.6 | (51.4) | (10.4) |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
155
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
9 Retirement benefit obligations continued
Risk exposure continued
2026 | 2025 | |||
| +0.25%/+1 year | -0.25%/-1 year | +0.25%/+1 year | -0.25%/-1 year | |
| £m | £m | £m | £m | |
Discount rate (+/-0.25%) | 30.5 | (30.5) | 28.6 | (29.8) |
Inflation rate (+/-0.25%) | (16.4) | 16.4 | (16.6) | 18.3 |
Life expectancy (+/-1 year) | (36.8) | 36.8 | (28.7) | 28.6 |
10 Taxation
Taxation in respect of continuing operations is analysed below.
(a) Recognised in the income statement
| 2026 | 2025 | |
| £m | £m | |
| Current tax | ||
UK corporation tax | 12.7 | 12.5 |
Adjustments in respect of prior years | 0.2 | – |
Foreign tax suffered | 0.5 | – |
Total current tax charge | 13.4 | 12.5 |
| Deferred tax | ||
Origination and reversal of temporary differences | 9.7 | 10.9 |
Adjustments in respect of prior years | (1.1) | (1.7) |
Total deferred tax | 8.6 | 9.2 |
Total tax charge in the income statement | 22.0 | 21.7 |
| Reconciliation of effective tax rate | ||
Profit before tax | 83.8 | 78.1 |
Losses from joint venture companies | 3.2 | – |
Profit before tax excluding income from joint ventures | 87.0 | 78.1 |
Income tax at UK corporation tax rate of 25% (2025: 25%) | 21.7 | 19.5 |
Non-deductible expenses | 3.4 | 5.0 |
Income not taxable | – | (1.3) |
Share-based payment | (1.8) | 0.2 |
Movement in unrecognised deferred tax | (0.4) | – |
Adjustments in respect of prior years | (0.9) | (1.7) |
Total tax | 22.0 | 21.7 |
Kier Group and its subsidiaries are based predominantly in the UK and are subject
to UK corporation tax. The Group does not have an aggressive tax policy and since
1 July 2012 Kier has not entered into any tax avoidance schemes which were or should
have been notified under the Disclosure of Tax Avoidance Scheme (DOTAS) rules.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
156
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
10 Taxation continued
(a) Recognised in the income statement continued
The Group tax charge excluding joint venture companies of £22.0m (2025: £21.7m)
shown in the table equates to an effective tax rate of 25.3% (2025: 27.8%) on profit
before tax excluding joint venture companies and including joint venture LLPs of
£83.8m (2025: £78.1m). This effective rate is different from the standard rate of
corporation tax of 25% (2025: 25%) due to items shown in the table.
The non-deductible expenses mainly relate to depreciation on non-qualifying assets,
disallowed provisions, entertaining and legal and professional fees not eligible for tax
relief. Income not taxable relates mainly to the reversal of impairments, insurance
receipts and foreign exchange gains. Deferred tax not recognised/(utilisation and
recognition of tax losses) relates to deferred tax on losses not previously recognised
less deferred tax on losses not expected to be recoverable.
The Group provides for future liabilities in respect of uncertain tax positions where
additional tax may become payable in future periods and such provisions are based
on management’s assessment of exposure. At the balance sheet date, a deferred tax
liability of £5.9m (2025: £5.2m) has been recognised in respect of uncertain tax positions.
(b) Recognised in the cash flow statement
The cash flow statement shows cash of £22.3m, in respect of RDEC credits, was
received during the year (2025: £29.0m) (see note 21). The Group made tax payments
on account of £2.9m (2025: £1.8m).
(c) Recognised in the statement of comprehensive income
| 2026 | 2025 | |
| £m | £m | |
| Deferred tax charge/(credit) (including effect of change | ||
| in tax rate) | ||
Actuarial gains/(losses) on defined benefit pension schemes | 2.9 | (8.9) |
Total deferred tax charge/(credit) | 2.9 | (8.9) |
Corporation tax credit in respect of pension contributions paid | (1.4) | (1.8) |
Total tax charge/(credit) in the statement of comprehensive income | 1.5 | (10.7) |
(d) Factors that may affect future tax charges
The deferred tax balance as at the year end has mainly been recognised at 25%
(2025: 25%), which is the enacted corporation tax rate effective from 1 April 2023.
Further disclosures in respect of the recoverability of the deferred tax asset have been
included in note 17.
(e) Tax losses
At the balance sheet date, the Group has unused tax losses of £521.7m (2025: £564.6m)
available for offset against future profits. A deferred tax asset has been recognised on
£362.0m (2025: £400.6m) of these losses.
No deferred tax asset has been recognised in respect of the remaining losses as
it is unlikely that there will be future taxable profit on which these tax losses could
be utilised against. Under present tax legislation, these losses may be carried
forward indefinitely.
(f) RDEC
The Research and Development Expenditure Credit (RDEC) of £40.7m was included
in operating profit during the year (2025: £41.0m). Included in other receivables at
30 June 2026 were RDEC receivables of £40.1m (2025: £31.8m). This predominantly
represents in-year claims, with the FY25 balance received during the year.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
157
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
11 Dividends
The following dividends were recognised in the year:
2026 | 2025 | |||
| pence | pence | |||
| £m | per share | £m | per share | |
Prior year final | 22.7 | 5.2 | 15.2 | 3.5 |
Current year interim | 11.4 | 2.6 | 8.9 | 2.0 |
Total dividend recognised in year | 34.1 | 7.8 | 24.1 | 5.5 |
The following dividends were declared in respect of the year:
2026 | 2025 | |||
| pence | pence | |||
| £m | per share | £m | per share | |
Interim | 11.4 | 2.6 | 8.9 | 2.0 |
Final | 22.4 | 5.2 | 22.7 | 5.2 |
Total dividend relating to the year | 33.8 | 7.8 | 31.6 | 7.2 |
The proposed final dividend for the year ending 30 June 2026 of 5. 2 p per share
(2025: 5. 2 p) was not declared until after the balance sheet date and so has not been
included as a liability in these financial statements. The dividend totalling approximately
£22.4m will be paid on 4 December 2026 to shareholders on the register at the close of
business on 30 October 2026.
The parent company of the Group, Kier Group plc , is a non-trading holding company
which derives its distributable reserves in part from dividends received from its
subsidiaries. In determining the level of dividend payable in any year, in addition to the
stated policy, the Board considers a number of other factors, including the following:
• the level of distributable reserves in the parent company, Kier Group plc;
• the level of distributable reserves in Kier Group plc’s subsidiaries that are available
to be distributed to Kier Group plc;
• the availability of cash resources;
• the Group’s borrowing covenants;
• future cash commitments and investment plans to support the long-term growth
of the Group; and
• potential strategic opportunities under consideration.
The Board reviews the level of distributable reserves in the parent company at least
twice a year ahead of announcing proposed interim and final dividends. Distributable
reserves can be significantly impacted by movements in pension liabilities. The reserves
of Kier Group plc are not directly affected by these movements as the pension surpluses
and liabilities are on the balance sheets of a certain number of the Company’s
subsidiaries. However, movements in the pension liabilities do have an effect on the
level of distributable reserves in Kier Group plc’s subsidiaries that are available to be
paid up to the parent. Actuarial gains only increase the distributable reserves to the
extent that they represent reversals of previous actuarial losses; otherwise they are
treated as unrealised and are not distributable.
12 Earnings per share
2026 | 2025 | |||
| Basic | Diluted | Basic | Diluted | |
| £m | £m | £m | £m | |
| Continuing operations | ||||
Profit for the year | 61.8 | 61.8 | 56.4 | 56.4 |
Less: non-controlling interest share | (0.1) | (0.1) | – | – |
Profit after tax and minority interests | 61.7 | 61.7 | 56.4 | 56.4 |
Adjusting items (excluding tax) | 52.6 | 52.6 | 47.3 | 47.3 |
Tax impact of adjusting items | (12.0) | (12.0) | (8.5) | (8.5) |
Adjusted profit after tax | 102.3 | 102.3 | 95.2 | 95.2 |
Weighted average number of shares (no, m) | 436.1 | 457.5 | 441.5 | 466.1 |
| Basic earnings (p) | ||||
| Attributable to the ordinary equity holders | ||||
of the Company | 14.1 | 13.5 | 12.8 | 12.1 |
| Adjusted basic earnings (p) | ||||
| Adjusted basic earnings per share | ||||
| attributable to the ordinary equity holders | ||||
of the Company | 23.5 | 22.4 | 21.6 | 20.4 |
The weighted average number of shares is lower than the number of shares in issue
by 16.8m (2025: 11.4m), primarily due to the movement of shares that are held by the
Group’s employee benefit trusts (see note 25) and treasury shares acquired through
Kier’s share buyback programme, which are excluded from the calculation.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
158
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
12 Earnings per share continued
Options granted to employees under the Sharesave and LTIP schemes are considered
to be potential Ordinary Shares. They have been included in the determination of
diluted earnings per share if the required performance obligations would have been
met based on the Group’s performance up to the reporting date, and to the extent to
which they are dilutive. The options have not been included in the determination of
basic earnings per share. Details relating to the share option schemes are set out in
note 25.
| Intangible | ||||
| contract | Computer | |||
| Goodwill | rights | software | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 July 2024 | 545.6 | 243.2 | 135.1 | 923.9 |
Additions | – | – | 5.4 | 5.4 |
Disposals | – | – | (5.4) | (5.4) |
At 30 June 2025 | 545.6 | 243.2 | 135.1 | 923.9 |
Additions | – | – | 4.7 | 4.7 |
Disposals | – | – | (1.0) | (1.0) |
Transfers | – | – | 0.2 | 0.2 |
At 30 June 2026 | 545.6 | 243.2 | 139.0 | 927.8 |
| Accumulated amortisation | ||||
| and impairment | ||||
At 1 July 2024 | (2.1) | (194.1) | (89.5) | (285.7) |
Charge for the year | – | (21.6) | (13.6) | (35.2) |
Disposals | – | – | 5.4 | 5.4 |
At 30 June 2025 | (2.1) | (215.7) | (97.7) | (315.5) |
Charge for the year | – | (19.0) | (11.0) | (30.0) |
Disposals | – | – | 1.0 | 1.0 |
Transfers | – | – | (0.2) | (0.2) |
At 30 June 2026 | (2.1) | (234.7) | (107.9) | (344.7) |
| Net book value | ||||
At 30 June 2026 | 543.5 | 8.5 | 31.1 | 583.1 |
At 30 June 2025 | 543.5 | 27.5 | 37.4 | 608.4 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
159
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
13 Intangible assets continued
Carrying amounts of goodwill and intangible contract rights by CGU continued
2026 | 2025 | |||||
| Intangible | Intangible | |||||
| contract | contract | |||||
| Goodwill | rights | Total | Goodwill | rights | Total | |
| £m | £m | £m | £m | £m | £m | |
Infrastructure | 523.1 | 7.5 | 530.6 | 523.1 | 26.4 | 549.5 |
Construction | 20.4 | 1.0 | 21.4 | 20.4 | 1.1 | 21.5 |
543.5 | 8.5 | 552.0 | 543.5 | 27.5 | 571.0 |
| Land and | Plant and | ||
| buildings | equipment | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 July 2024 | 23.5 | 39.4 | 62.9 |
Additions | 4.1 | 7.0 | 11.1 |
Disposals | (3.0) | (1.1) | (4.1) |
Transfers | (4.3) | – | (4.3) |
At 30 June 2025 | 20.3 | 45.3 | 65.6 |
Additions | 0.3 | 5.0 | 5.3 |
Disposals | (2.1) | (18.0) | (20.1) |
Transfers | 2.0 | (2.2) | (0.2) |
At 30 June 2026 | 20.5 | 30.1 | 50.6 |
| Accumulated depreciation and impairment | |||
At 1 July 2024 | (9.0) | (26.2) | (35.2) |
Charge for the year | (0.7) | (4.9) | (5.6) |
Disposals | 1.2 | 1.0 | 2.2 |
Transfers | 1.0 | – | 1.0 |
At 30 June 2025 | (7.5) | (30.1) | (37.6) |
Charge for the year | (0.8) | (5.4) | (6.2) |
Disposals | 0.1 | 13.4 | 13.5 |
Transfers | – | 0.2 | 0.2 |
At 30 June 2026 | (8.2) | (21.9) | (30.1) |
| Net book value | |||
At 30 June 2026 | 12.3 | 8.2 | 20.5 |
At 30 June 2025 | 12.8 | 15.2 | 28.0 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
160
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Owned | Right-of-use | ||
| assets | assets | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 July 2024 | 61.1 | 43.8 | 104.9 |
Transfers | 3.6 | (15.5) | (11.9) |
Fair value gain/(loss) recognised in other income | 8.3 | (0.7) | 7.6 |
At 30 June 2025 | 73.0 | 27.6 | 100.6 |
Transfers | 6.2 | – | 6.2 |
Additions | 2.5 | – | 2.5 |
Disposals | (14.0) | – | (14.0) |
Fair value gain/(loss) recognised in other income | 15.0 | (2.7) | 12.3 |
At 30 June 2026 | 82.7 | 24.9 | 107.6 |
| 2026 | 2025 | |
| £m | £m | |
Rental income from operating leases | 5.5 | 5.7 |
| Direct operating expenses for property that generated | ||
rental income | (3.3) | (2.5) |
Fair value gain | 12.3 | 7.6 |
Total net income recognised in the income statement | 14.5 | 10.8 |
| 2026 | 2025 | |
| £m | £m | |
Less than one year | 1.9 | 2.7 |
One to two years | 1.9 | 1.8 |
Two to three years | 1.0 | 1.6 |
Three to four years | 1.0 | 0.5 |
Four to five years | 0.8 | 0.5 |
Over five years | 2.4 | 3.0 |
Total | 9.0 | 10.1 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
161
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
15 Investment properties continued
Investment property | Valuation technique | Significant unobservable inputs | Inter-relationship between key unobservable inputs and fair value measurement | ||
Owned assets | Market approach: The fair values | External valuations are performed every two years. | The estimated fair value would increase/(decrease) if: | ||
| have been determined by | The last valuations were carried out as at 30 June | • | expected market rental growth was higher/(lower); | ||
| adopting an investment approach | 20 | 26. The following inputs have been used in | |||
| and assuming continued use as | assessing the valuations: | • | the occupancy rate was higher/(lower); | ||
| offices/student accommodation/ | Student accommodation | • | expected market yields were lower/(higher); | ||
| future use as a wind farm. | • | expected market rental growth of 3% (2025: 3%); | • | expected electricity price was higher/(lower); | |
• | occupancy rate average of 98% (2025: 98%); and | • | gross development value was higher/(lower); | ||
• | expected market yields of 5.75% (2025: 5.25%). | • | residential build costs were higher/(lower); or | ||
• | strategic infrastructure was higher/(lower). | ||||
| Wind farm | |||||
• | expected electricity price of £80 per MWh | ||||
| (2025: £62 per MWh); and | |||||
• | expected market yields of 8% (2025: 8%). | ||||
| Strategic land | |||||
• | gross development value - private of £425 - £465 | ||||
| per sq ft (2025: n/a); | |||||
• | residential build costs of £170 per sq ft | ||||
| (2025: n/a); and | |||||
• | strategic infrastructure of £20k per plot (2025: n/a). | ||||
| Right-of-use | Income approach using discounted | The following inputs have been used in | The estimated fair value would increase/(decrease) if: | ||
| assets | cash flows: The valuation model | the discounted cash flow models: | • | expected market rental growth was higher/(lower); | |
| considers the present value of net | • | expected market rental growth of 0.5% to 2% | • | the occupancy rate was higher/(lower); | |
| cash flows to be generated from | (2025: 1% to 2%); | ||||
| the property, taking into account | • | rent-free/void periods were shorter/(longer); or | |||
| the expected rental growth rate, | • | occupancy rate average of 97% | • | the risk-adjusted discount rate was lower/(higher). | |
| void periods, occupancy rate, | (2025: average of 99%); | ||||
| lease incentive costs such as | • | rent-free/void periods of six to eighteen months | |||
| rent-free periods and other costs | at the end of each tenancy (2025: six to nine | ||||
| not paid by tenants. The expected | months); and | ||||
| net cash flows are discounted | • | risk-adjusted discount rate of 4.2% (2025: 4.2%). | |||
| using risk-adjusted discount rates. | |||||
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
162
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| 2026 | 2025 | |
| £m | £m | |
| Investments in joint ventures | ||
At 1 July | 145.8 | 91.7 |
Additions | 55.6 | 76.4 |
Disposals | – | (7.0) |
Loan repayments and return of equity | (33.6) | (9.9) |
| Share of: | ||
– Operating profit/(loss) | 2.7 | (0.4) |
– Finance costs | (9.2) | (0.9) |
– Tax income/(expense) | 0.9 | (0.2) |
Post-tax results of joint ventures | (5.6) | (1.5) |
Dividends received | (3.5) | (3.9) |
At 30 June | 158.7 | 145.8 |
| % of ownership | % of ownership | Carrying | Carrying | |
| interest/ | interest/ | amount | amount | |
| voting rights | voting rights | 2026 | 2025 | |
| Name of entity | 2026 | 2025 | £m | £m |
Kier Cornwall Street | 90%/50% | 90%/50% | 25.1 | 32.9 |
Solum Regeneration | 50%/50% | 50%/50% | 24.2 | 25.0 |
Southwark | 90%/50% | 90%/50% | 37.0 | 23.3 |
Immaterial joint ventures | 72.4 | 64.6 | ||
158.7 | 145.8 |
2026 | 2025 | |||||
| Borrowing | Drawn | Borrowing | Drawn | |||
| facility | Guarantees | at 30 June | facility | Guarantees | at 30 June | |
| £m | £m | £m | £m | £m | £m | |
Kier Trade City | 14.2 | 2.7 | 13.4 | 35.4 | 9.0 | 17.1 |
Kier Cornwall Street | 48.8 | 6.3 | 45.8 | – | – | – |
Kier Countryside | 35.3 | 5.0 | 32.0 | – | – | – |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
163
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
16 Investments in and loans to joint ventures continued
Kier Cornwall Street | Solum Regeneration | Southwark | ||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| Summarised balance sheet | £m | £m | £m | £m | £m | £m |
Non-current assets | – | – | – | – | – | 4.9 |
| Current assets | ||||||
Cash and cash equivalents | – | 0.2 | 1.9 | 0.4 | 4.7 | 0.3 |
Other current assets | 71.0 | 68.2 | 50.8 | 53.9 | 78.3 | 45.9 |
Total current assets | 71.0 | 68.4 | 52.7 | 54.3 | 5.2 | 46.2 |
| Current liabilities | ||||||
Other current liabilities | (0.3) | (0.5) | (4.3) | (4.3) | (2.0) | (15.9) |
Total current liabilities | (0.3) | (0.5) | (4.3) | (4.3) | (2.0) | (15.9) |
| Non-current liabilities | ||||||
Financial liabilities (excluding trade payables) | (45.3) | (34.3) | – | – | (42.3) | (6.7) |
Total non-current liabilities | (45.3) | (34.3) | – | – | (42.3) | (6.7) |
Net assets | 25.4 | 33.6 | 48.4 | 50.0 | 43.9 | 28.5 |
Group’s share (%) | 90% | 90% | 50% | 50% | 90% | 90% |
Group’s share | 22.9 | 30.2 | 24.2 | 25.0 | 39.5 | 25.7 |
Capital introduced on behalf of joint venture partner | 2.3 | 2.7 | – | – | – | – |
Elimination of unrealised profit on downstream transactions | – | – | – | – | (2.4) | (2.4) |
Investment in joint venture | 25.2 | 32.9 | 24.2 | 25.0 | 37.1 | 23.3 |
Kier Cornwall Street | Solum Regeneration | Southwark | ||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| Summarised income statement | £m | £m | £m | £m | £m | £m |
Revenue | 1.2 | – | 30.9 | 0.1 | – | – |
Finance costs | (3.7) | (0.9) | – | – | (0.9) | – |
Taxation | – | – | (0.4) | – | – | – |
(Loss)/profit for the year from continuing operations | (4.0) | 0.9 | 0.5 | (1.8) | 0.9 | – |
(Loss)/profit for the year | (4.0) | 0.9 | 0.5 | (1.8) | 0.9 | – |
Total comprehensive (expense)/income | (4.0) | 0.9 | 0.5 | (1.8) | 0.9 | – |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
164
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
16 Investments in and loans to joint ventures continued
| 2026 | 2025 | |
| £m | £m | |
| Aggregate carrying amount of individually immaterial | ||
joint ventures | 72.4 | 64.6 |
Dividends received from individually immaterial joint ventures | 3.5 | 3.9 |
| Aggregate amounts of the Group’s share of: | ||
Loss from continuing operations | (1.6) | (1.4) |
Total comprehensive expense | (1.6) | (1.4) |
| Property, | Short-term | Retirement | ||||
| Intangible | plant and | temporary | benefit | Tax | ||
| assets | equipment | differences 1 | obligations | losses | Total | |
| £m | £m | £m | £m | £m | £m | |
At 1 July 2024 | (11.1) | 16.0 | 41.4 | (20.0) | 106.8 | 133.1 |
Acquisitions and disposals | – | – | – | – | 0.6 | 0.6 |
| Credited/(charged) to income | ||||||
statement – continuing | 4.8 | (5.7) | (0.3) | (0.7) | (7.2) | (9.1) |
Credited directly to comprehensive income | – | – | – | 8.9 | – | 8.9 |
Credited directly to equity | – | – | 3.2 | – | – | 3.2 |
At 30 June 2025 | (6.3) | 10.3 | 44.3 | (11.8) | 100.2 | 136.7 |
| Credited/(charged) to income | ||||||
statement – continuing | 4.5 | (4.0) | 0.7 | (0.1) | (9.7) | (8.6) |
Charged directly to comprehensive income | – | – | – | (2.9) | – | (2.9) |
Credited directly to equity | – | – | 2.5 | – | – | 2.5 |
At 30 June 2026 | (1.8) | 6.3 | 47.5 | (14.8) | 90.5 | 127.7 |
Assets | Liabilities | Total | ||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | £m | £m | |
| Property, plant | ||||||
and equipment | 6.3 | 10.3 | – | – | 6.3 | 10.3 |
Intangible assets | – | – | (1.8) | (6.3) | (1.8) | (6.3) |
| Retirement | ||||||
benefit obligations | – | – | (14.8) | (11.8) | (14.8) | (11.8) |
| Other short-term | ||||||
timing differences | 47.5 | 44.3 | – | – | 47.5 | 44.3 |
Tax losses | 90.5 | 100.2 | – | – | 90.5 | 100.2 |
Total | 144.3 | 154.8 | (16.6) | (18.1) | 127.7 | 136.7 |
Set-off tax | (16.6) | (18.1) | 16.6 | 18.1 | – | – |
| Net deferred | ||||||
tax assets | 127.7 | 136.7 | – | – | 127.7 | 136.7 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
165
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| 2026 | 2025 | |
| £m | £m | |
At 1 July | 317.0 | 304.5 |
Transferred to receivables | (285.3) | (276.9) |
Revenue adjustments recognised in the period for performance obligations satisfied in previous periods due | ||
| to changes in the transaction price arising from changes | ||
in estimates of variable revenue | (6.4) | 1.2 |
| Balance remaining in relation to contract assets at the start | ||
of the year | 25.3 | 28.8 |
Increase related to services provided in the year | 405.1 | 288.2 |
At 30 June | 430.4 | 317.0 |
| 2026 | 2025 | |
| £m | £m | |
At 1 July | 57.0 | 53.6 |
Increase related to services provided in the year | – | 3.4 |
At 30 June | 57.0 | 57.0 |
| 2026 | 2025 | |
| £m | £m | |
At 1 July | (168.0) | (128.4) |
| Revenue recognised in the year that was included in contract | ||
liabilities at the beginning of the year | 152.5 | 123.5 |
Contract liabilities repaid | 0.4 | 0.9 |
Balance remaining in relation to contract liabilities at the start of the year | (15.1) | (4.0) |
| Increase due to cash received or invoices raised in the year | ||
for performance obligations not recognised in revenue | (277.8) | (164.0) |
At 30 June | (292.9) | (168.0) |
| 2026 | 2025 | |
| £m | £m | |
| Current: | ||
Trade receivables | 75.1 | 50.5 |
Construction contract retentions | 55.4 | 56.6 |
Amounts receivable from joint ventures | 5.7 | 11.4 |
Other receivables | 66.3 | 42.8 |
Prepayments | 52.5 | 34.8 |
Accrued income | 0.9 | 6.7 |
255.9 | 202.8 | |
| Non-current: | ||
Construction contract retentions | 17.3 | 24.5 |
Capitalised mobilisation costs | 6.0 | 3.3 |
Other | 12.5 | 2.2 |
35.8 | 30.0 |
20 Inventories
| 2026 | 2025 | |
| £m | £m | |
Raw materials and consumables | 12.4 | 16.8 |
Land and work in progress held for development | 52.2 | 48.8 |
64.6 | 65.6 |
As at 30 June 2026, there were no provisions held against inventory relating to land
and work in progress for development (2025: £1.9m).
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
166
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
21 Net cash
| 2026 | 2025 | |
| £m | £m | |
Cash and cash equivalents | 1,899.6 | 1,689.4 |
Bank overdrafts | (1,402.0) | (1,221.4) |
Net cash, cash equivalents and bank overdrafts | 497.6 | 468.0 |
Borrowings due after one year | (265.2) | (263.9) |
Net cash 1 | 232.4 | 204.1 |
1. ‘Net cash’ is an alternative performance measure, see page 191.
Average month-end net cash was £10.7m (2025: £49.2m debt). Net cash/(debt)
excludes lease liabilities.
Cash, cash equivalents and bank overdrafts are subject to Group-wide cash pooling
arrangements, where the banks have right of set off to the credit and debit balances.
Cash and cash equivalents include £123.4m (2025: £111.2m) being the Group’s share of
cash and cash equivalents held by joint operations, which are to be used for expenditure
within joint operations, and £67.4m (2025: £92.2m) of bank balances that are not part
of the Group-wide cash pooling arrangement, which are to be used for project-specific
expenditure. Information on borrowings is detailed in note 27.
(a) Reconciliation of working capital between the consolidated balance sheet
and consolidated cash flow statement
2026 | 2025 | |||
| Trade and | Trade and | |||
| other | other | |||
| Inventories | receivables | Inventories | receivables | |
| £m | £m | £m | £m | |
1 July balance sheet | 65.6 | 232.8 | 74.0 | 265.8 |
30 June balance sheet | 64.6 | 291.7 | 65.6 | 232.8 |
Movement per balance sheet | (1.0) | 58.9 | (8.4) | (33.0) |
Transfer to investment properties | 6.2 | – | – | – |
RDEC income | – | – | – | 41.0 |
Net RDEC receipts | – | – | – | (29.0) |
Tax on RDEC income | – | 11.1 | – | – |
Green car scheme lease additions | – | (19.4) | – | – |
| Movements in capitalised | ||||
mobilisation costs | – | (2.7) | – | 1.6 |
Non-cash movements arising from acquisition and disposal of property | – | – | 6.4 | – |
Other | – | – | – | (0.2) |
Movement per cash flow statement | 5.2 | 47.9 | (2.0) | (19.6) |
2026 | 2025 | |||
| Trade and | Trade and | |||
| other | other | |||
| payables | Provisions | payables | Provisions | |
| £m | £m | £m | £m | |
1 July balance sheet | (1,124.8) | (79.2) | (1,138.2) | (77.2) |
30 June balance sheet | (1,155.1) | (108.2) | (1,124.8) | (79.2) |
Movement per balance sheet | (30.3) | (29.0) | 13.4 | (2.0) |
Tax owed to joint ventures | – | – | (2.1) | – |
| Deferred payment on acquisition | ||||
of joint venture | – | – | 8.5 | – |
| Deferred tax on acquisition | ||||
of joint venture | – | – | 0.6 | – |
Discount unwind | 0.2 | – | 0.1 | – |
Movement per cash flow statement | (30.1) | (29.0) | 20.5 | (2.0) |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
167
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
21 Net cash continued
(b) Reconciliation of movements in net cash
| Cash, cash | Borrowings | Borrowings | Impact of | ||
| equivalents and | due within | due after | cross-currency | ||
| bank overdrafts | one year | one year | hedging | Total | |
| £m | £m | £m | £m | £m | |
| Net cash/ | |||||
(borrowings) as at 1 July 2024 | 461.7 | (58.8) | (242.0) | 6.3 | 167.2 |
Cash flows | 6.3 | 44.3 | (4.7) | (6.8) | 39.1 |
| Amortisation | |||||
| of capitalised | |||||
loan fees | – | – | (2.2) | – | (2.2) |
| Foreign exchange | |||||
movements | – | (0.5) | – | 0.5 | – |
Transfers | – | 15.0 | (15.0) | – | – |
| Net cash/ | |||||
(borrowings) as at 30 June 2025 | 468.0 | – | (263.9) | – | 204.1 |
Cash flows | 29.6 | – | – | – | 29.6 |
| Capitalised | |||||
loan fees | – | – | 1.6 | – | 1.6 |
| Amortisation | |||||
| of capitalised | |||||
loan fees | – | – | (2.9) | – | (2.9) |
| Net cash/ | |||||
| (borrowings) | |||||
as at 30 June 2026 | 497.6 | – | (265.2) | – | 232.4 |
| Hedging | Lease | ||
| Borrowings | derivatives | liabilities | |
| £m | £m | £m | |
(Liabilities)/assets as at 1 July 2024 | (300.8) | 7.1 | (173.1) |
| Changes from financing cash flows: | |||
– Drawdown of borrowings | (4.7) | – | – |
| – Repayment of borrowings/principal elements | |||
of lease payments | 44.3 | – | 47.5 |
– Settlement of derivative financial instruments | – | (7.2) | – |
| Non-cash movements: | |||
– Net lease additions | – | – | (25.5) |
– Amortisation of capitalised loan fees | (2.2) | – | – |
– Foreign exchange movements | (0.5) | – | – |
– Changes in fair values of derivatives | – | 0.1 | – |
Liabilities as at 30 June 2025 | (263.9) | – | (151.1) |
| Changes from financing cash flows: | |||
| – Repayment of borrowings/principal elements | |||
of lease payments | – | – | 53.2 |
| Non-cash movements: | |||
– Net lease additions | – | – | (80.1) |
– Capitalised loan fees | 1.6 | – | – |
– Amortisation of capitalised loan fees | (2.9) | – | – |
Liabilities as at 30 June 2026 | (265.2) | – | (178.0) |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
168
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
22 Leases
(a) Group as a lessee
The Group has lease contracts for various properties and items of plant, machinery,
vehicles and other equipment used in its operations and for administration of the
Group’s business. Leases of properties have remaining durations of up to 39 years.
Leases of plant and machinery and other equipment generally have lease terms of
between one and three years, while motor vehicles generally have lease terms of
between three and six years.
Lease contracts are negotiated on an individual basis and contain a wide range of
different terms and conditions. The lease agreements do not impose any covenants
other than the security interests in the leased assets that are held by the lessor. Leased
assets may not be used as security for borrowing purposes. A number of property leases
contain extension or termination options. In these circumstances, the Group makes a
judgement concerning the period for which it is reasonably certain to lease the property.
The Group’s accounting policies for leases are set out in note 1. The Group has elected not
to recognise right-of-use assets and lease liabilities for short-term leases and leases of
low-value assets. The expense included in the income statements relating to these leases
was £135.6m (2025: £138.2m). The assets leased under short-term leases include small
items of plant and equipment which are also of low value. The utilisation of these assets
varies depending on the nature and levels of the Group’s activities.
| Land and | Motor | Plant and | ||
| buildings | vehicles | equipment | Total | |
| £m | £m | £m | £m | |
At 1 July 2024 | 35.5 | 24.5 | 35.0 | 95.0 |
Additions | 3.0 | 12.6 | 36.5 | 52.1 |
Transferred from investment properties | 9.8 | – | – | 9.8 |
Depreciation | (7.3) | (10.6) | (28.2) | (46.1) |
Disposals | (2.4) | (0.5) | (11.4) | (14.3) |
At 30 June 2025 | 38.6 | 26.0 | 31.9 | 96.5 |
Additions | 15.4 | 25.5 | 52.2 | 93.1 |
Depreciation | (7.0) | (10.0) | (30.8) | (47.8) |
Disposals | (0.4) | (19.9) | (11.3) | (31.6) |
At 30 June 2026 | 46.6 | 21.6 | 42.0 | 110.2 |
(c) Lease liabilities
| 2026 | 2025 | |
| £m | £m | |
Current | 52.7 | 40.8 |
Non-current | 125.3 | 110.3 |
178.0 | 151.1 |
The maturity profile of the contractual cash flows associated with the lease liabilities
is presented in note 27. The interest expense in respect of lease liabilities is included
within finance costs in the income statement and is disclosed in note 7.
(d) Amounts recognised in the statement of cash flows
| 2026 | 2025 | |
| £m | £m | |
Principal elements of lease payments 1 | 53.2 | 47.5 |
Interest paid 1 | 10.4 | 9.1 |
Payments for short-term leases and leases of low-value assets 2 | 135.6 | 138.2 |
Total cash outflow for leases | 199.2 | 194.8 |
1. Included within cash flows from financing activities within the statement of cash flows.
2. Included within operating cash flows within the statement of cash flows.
| 2026 | 2025 | |
| £m | £m | |
| Current: | ||
Trade payables | 285.6 | 311.0 |
Accruals | 617.6 | 580.7 |
Subcontract retentions | 34.8 | 37.1 |
Other taxation and social security | 178.2 | 168.1 |
Other payables and deferred income | 18.0 | 8.8 |
1,134.2 | 1,105.7 | |
| Non-current: | ||
Subcontract retentions | 20.9 | 19.1 |
20.9 | 19.1 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
169
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
24 Provisions
| Warranty, | |||||
| rectification | |||||
| and other | |||||
| Onerous | contractual | ||||
| Self-insurance | contracts | obligations | Other | Total | |
| £m | £m | £m | £m | £m | |
At 1 July 2024 | 22.7 | 2.9 | 50.3 | 1.3 | 77.2 |
Charged to income statement | 1.8 | 8.1 | 25.2 | – | 35.1 |
Utilised | (3.5) | (7.0) | (21.7) | (0.5) | (32.7) |
| Unwinding | |||||
of discount | – | 0.2 | – | – | 0.2 |
| Transfer | |||||
from creditors | – | – | (0.6) | – | (0.6) |
At 30 June 2025 | 21.0 | 4.2 | 53.2 | 0.8 | 79.2 |
Charged to income statement | 12.4 | 3.6 | 31.0 | – | 47.0 |
Utilised | (6.0) | (8.3) | (14.1) | – | (28.4) |
| Unwinding | |||||
of discount | – | 0.2 | – | – | 0.2 |
| Transfer | |||||
from creditors | – | 10.2 | – | – | 10.2 |
At 30 June 2026 | 27.4 | 9.9 | 70.1 | 0.8 | 108.2 |
| Expected utilisation | |||||
Within one year | 13.5 | 7.2 | 60.1 | 0.8 | 81.6 |
After one year | 13.9 | 2.7 | 10.0 | – | 26.6 |
At 30 June 2026 | 27.4 | 9.9 | 70.1 | 0.8 | 108.2 |
Within one year | 4.4 | 2.3 | 45.6 | 0.8 | 53.1 |
After one year | 16.6 | 1.9 | 7.6 | – | 26.1 |
At 30 June 2025 | 21.0 | 4.2 | 53.2 | 0.8 | 79.2 |
Self-insurance provisions are held in the Group’s insurance captive in respect of legal
and other disputes in various Group companies. Due to the nature of the provision, the
timing of any potential outflows can be uncertain. The split of the provision between
current and non-current is based on the estimate of when claims will be settled and
is consistent with historical rates of settlement.
Onerous contracts provisions are for loss making contracts that the Group is legally
obligated to complete and unwind over the remaining life of those contracts.
Warranty and rectification provisions are for potential claims against work completed
by the Group. This includes provisions in respect of fire compliance and cladding.
Unless the timing of the rectification works is known and will occur more than 12 months
after the balance sheet date, these liabilities are shown as current.
Other provisions include potential fines arising from safety, health and environmental
legislation and regulation and costs in respect of redundancy and site closure.
25 Share-based payments
The Group operates a number of share-based payment schemes for eligible
employees as described below.
Sharesave Scheme
The number of options over the Company’s Ordinary Shares outstanding at 30 June 2026
was as follows:
| Sharesave | Sharesave | Sharesave | Sharesave | ||
| Scheme | Scheme | Scheme | Scheme | ||
| 2 November | 31 October | 29 October | 29 October | ||
| 2022 | 2023 | 2024 | 2025 | Total | |
| Number of options | |||||
Directors | – | – | 2,506 | 1,375 | 3,881 |
Employees | 20,290 | 5,362,415 | 6,072,063 | 4,271,629 | 15,726,397 |
20,290 | 5,362,415 | 6,074,569 | 4,273,004 | 15,730,278 | |
Exercise price (pence) | 55 | 90 | 111 | 199 |
Options to acquire shares in the capital of Kier Group plc have been granted to eligible
employees who enter into a Sharesave (SAYE) contract. The number of options granted
to each participating employee is the number of shares which have an aggregate
option price not exceeding the projected proceeds of the employee’s Sharesave
contract. Participation in the Kier Sharesave Scheme is offered to all employees of the
Group who have been employed for a continuous period determined by the Board.
Under the Sharesave contract, participating employees save a regular sum each
month for three years up to a maximum of £500 per month.
4,477,479 options were granted in the year (2025: 6,968,114) under the Sharesave
Scheme, which will all be equity settled.
7,020,149 Sharesave Scheme options were exercised during the year (2025: 5,502,245).
The weighted average market price of Kier Group plc shares at the date of exercise
of Sharesave Scheme options during the year was 219.5p (2025: 146.4p).
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
170
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
25 Share-based payments continued
Long-Term Incentive Plan
The number of awards over the Company’s Ordinary Shares outstanding at 30 June 2026
was as follows:
| LTIP | LTIP | LTIP | ||
| awards | awards | awards | ||
| FY24 | FY25 | FY26 | Total | |
| Number of awards | ||||
Directors | 2,383,193 | 1,321,219 | 1,091,923 | 4,796,335 |
Employees | 5,661,168 | 4,327,566 | 3,774,609 | 13,763,343 |
8,044,361 | 5,648,785 | 4,866,532 | 18,559,678 | |
Exercise price (pence) | nil | nil | nil |
The Group has established a Long-Term Incentive Plan (LTIP) under which Directors
and senior employees can receive awards of shares. Awards made under the scheme
are normally able to vest following the third anniversary of the date of the grant.
Vesting may be in full or in part (with the balance of the award lapsing) and is subject
to the Group achieving specific performance targets. Participants are entitled to receive
dividend equivalents on these awards. Under the rules of the LTIP scheme, the Group
has the option of settling the awards with shares or with a cash payment equal to the
market value of the shares. However, as it is the Group’s intention to settle the awards
with shares and there is no present obligation to settle with cash, the LTIP awards are
recognised and measured as equity-settled share-based payments. Directors’ awards
are subject to a two-year post-vesting holding period and malus and clawback provisions.
5,398,271 new options were granted under the LTIP scheme in the year (2025: 6,910,466)
and 9,130,328 options vested during the year (2025: 6,828,573). The weighted average
market price of Kier Group plc shares at the date of exercise of LTIP options during the
year was 222.0p (2025: 143.2p).
Further description of the above share schemes and the terms and conditions of each
scheme is included in the Directors’ Remuneration report on pages 85–117.
Recruitment award
A Recruitment award of 56,003 share options was granted to the Group’s new Chief
Financial Officer to compensate for payments forfeited from his previous employment.
The Recruitment Award options have no performance conditions, other than the
requirement to remain employed by the Group, have a zero exercise price and will
vest in March 2027.
Shares held in trusts
The LTIP awards and Sharesave options are intended to be satisfied from shares held
by the Kier Group 1999 Employee Benefit Trust or the issue of new shares. The shares
held by the trust are accounted for as a deduction from equity within retained
earnings. The movements in the number and historical cost value of shares held
by the trust are as follows:
2026 | 2025 | |||
| Historic | Historic | |||
| Number | cost value | Number | cost value | |
| of shares | £m | of shares | £m | |
At 1 July | 9,944,522 | 14.3 | 11,804,281 | 9.0 |
Acquired during the year | 15,807,662 | 33.9 | 10,366,433 | 14.8 |
| Issued in satisfaction of share | ||||
scheme awards | (16,640,283) | (28.9) | (11,849,888) | (9.3) |
| Issued in satisfaction of deferred | ||||
bonus schemes | (121,626) | (0.2) | (376,304) | (0.2) |
At 30 June | 8,990,275 | 19.1 | 9,944,522 | 14.3 |
The market value of these shares at 30 June 2026 was £19.6m (2025: £20.8m).
The shares acquired by the trust in the year at a cost of £33.9m (2025: £14.8m), net
of cash received in respect of the deferred bonus schemes of £0.3m (2025: £0.5m) and
Sharesave option price proceeds of £3.9m (2025: £4.6m), is reflected in the statement
of changes in equity as a net cost of purchase of own shares of £29.7m (2025 £9.7m).
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
171
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
25 Share-based payments continued
Fair value of share-based payments
The fair values per option granted have been calculated using the Black-Scholes model for all options, apart from the total shareholder return (TSR) element of the LTIP, which is
based on a stochastic model. For awards made to the Directors which are subject to a two-year holding period post-vesting, the Chaffe & Finnerty models are used. The following
assumptions were used in calculating the fair values of share options granted in the year:
2026 | 2025 | ||||||||
| Recruitment | |||||||||
| Scheme | Sharesave | LTIP | LTIP (Directors) | LTIP | LTIP (Directors) | Award | Sharesave | LTIP | LTIP (Directors) |
| 29 October | 13 October | 13 October | 10 March | 10 March | 10 March | 29 October | 11 October | 11 October | |
| Date of grant | 2025 | 2025 | 2025 | 2026 | 2026 | 2026 | 2024 | 2024 | 2024 |
Share price at grant (pence) | 227.0 | 230.0 | 230.0 | 216.0 | 216.0 | 216.0 | 145.0 | 137.0 | 137.0 |
Exercise price (pence) | 199.0 | nil | nil | nil | nil | nil | 111.0 | nil | nil |
Expected term (years) | 3.3 | 3.0 | 3.0 | 2.6 | 2.6 | 1.0 | 3.3 | 3.0 | 3.0 |
Holding period (years) | n/a | n/a | 2.0 | n/a | 2.0 | n/a | n/a | n/a | 2.0 |
Expected volatility | 32.7% | 33.3% | 32.7% | 33.3% | 32.7% | n/a | 30.5% | 30.8% | 31.0% |
Dividend yield | 3.17% | n/a | n/a | n/a | n/a | n/a | 3.55% | n/a | n/a |
Risk-free interest rate | 3.34% | 3.78% | 4.11% | 3.78% | 3.95% | n/a | 4.08% | 3.97% | 4.08% |
| Value per option (pence): | |||||||||
– Sharesave/Recruitment Award | 60.0 | – | – | – | – | 216.0 | 43.8 | – | – |
– LTIP market condition (25%) | – | 183.8 | 172.0 | 172.6 | 161.5 | – | – | 79.9 | 75.0 |
– LTIP non-market condition (75%) | – | 230.0 | 215.2 | 216.0 | 202.1 | – | – | 137.0 | 128.7 |
The value per option represents the fair value of the option less any consideration payable. The fair value of the proportion of the awards subject to performance conditions
that are market conditions under IFRS 2 ‘Share-based Payments’ (the TSR – total shareholder return element) incorporates an assessment of the number of shares that will vest.
The performance conditions linked to adjusted earnings per share, free cash flow and carbon emissions reduction are non-market conditions under IFRS 2. Therefore, the fair
values of these elements do not include an assessment of the number of shares that will vest. Instead, the amount charged is based on the fair values factored by a ‘true-up’
for the number of awards that are expected to vest.
The expected volatility is based on historical volatility over the period of time commensurate with the expected award term immediately prior to the date of grant. The risk-free
rate of return is the yield on UK Government securities over a term consistent with the expected term.
A charge of £11.2m relating to share-based payments has been recognised in the income statement as employee costs (2025: £8.9m). Included in other payables is an amount
of £3.8m (2025: £3.9m) relating to the accrual of employer’s national insurance in respect of share-based payments expected to vest in the future.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
172
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
25 Share-based payments continued
Summary of movements in the number of options
A reconciliation of option movements is shown below:
2026 | 2025 | |||
| Weighted | Weighted | |||
| Number | average | Number | average | |
| of options | exercise price | of options | exercise price | |
Outstanding at 1 July | 46,669,168 | 35.4p | 48,210,585 | 31.4p |
Granted | 9,931,753 | 89.7p | 13,878,580 | 55.7p |
Lapsed or forfeited | (6,104,485) | 23.3p | (3,089,179) | 44.4p |
Exercised | (16,150,477) | 24.3p | (12,330,818) | 40.3p |
Outstanding at 30 June | 34,345,959 | 58.5p | 46,669,168 | 35.4p |
Exercisable at 30 June | 129,394 | 114.4p | 304,247 | 79.3p |
The options outstanding at 30 June 2026 have a weighted average remaining
contractual life of 1.24 years (2025: 1.25 years).
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
173
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
27 Financial instruments
2026 | 2025 | |||
| Financial | Financial | Financial | Financial | |
| assets at | liabilities at | assets at | liabilities at | |
| amortised | amortised | amortised | amortised | |
| cost | cost | cost | cost | |
| £m | £m | £m | £m | |
| Financial assets | ||||
Trade and other receivables 1 | 233.2 | – | 194.7 | – |
Cash and cash equivalents | 1,899.6 | – | 1,689.4 | – |
Equity loans provided to joint ventures | 155.4 | – | 144.5 | – |
Total | 2,288.2 | – | 2,028.6 | – |
| Financial liabilities | ||||
Bank overdrafts | – | (1,402.0) | – | (1,221.4) |
Borrowings | – | (265.2) | – | (263.9) |
Lease liabilities | – | (178.0) | – | (151.1) |
Trade and other payables 2 | – | (976.1) | – | (955.9) |
Total | – | (2,821.3) | – | (2,592.3) |
Net | 2,288.2 | (2,821.3) | 2,028.6 | (2,592.3) |
1. Trade and other receivables exclude prepayments and capitalised mobilisation costs.
2. Trade and other payables exclude other taxes and social security and deferred income.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
174
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
27 Financial instruments continued
Credit risk continued
| 2026 | 2025 | |
| £m | £m | |
Provision as at 1 July | 0.5 | 0.5 |
Credited to the income statement | (1.2) | (0.8) |
Charged to the income statement | 2.1 | 1.4 |
Utilised in the year | (0.5) | (0.6) |
Provision as at 30 June | 0.9 | 0.5 |
| 2026 | 2025 | |
| £m | £m | |
Fixed rate | 250.0 | 250.0 |
Variable rate | 20.1 | 20.1 |
Cost of raising finance | (5.0) | (6.2) |
265.1 | 263.9 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
175
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
27 Financial instruments continued
| Trade and | |||||
| other | Bank | Lease | |||
payables 1 | overdrafts | Borrowings | liabilities | Total | |
| 30 June 2026 | £m | £m | £m | £m | £m |
Carrying value | 976.1 | 1,402.0 | 265.2 | 178.0 | 2,821.3 |
| Contractual undiscounted | |||||
| cash flows | |||||
Less than one year | 955.2 | 1,402.0 | 24.3 | 61.3 | 2,442.8 |
One to two years | 10.4 | – | 43.6 | 38.1 | 92.1 |
Two to three years | 6.7 | – | 272.5 | 20.3 | 299.5 |
Three to four years | 3.6 | – | – | 13.4 | 17.0 |
Four to five years | 0.2 | – | – | 10.3 | 10.5 |
Over five years | – | – | – | 74.9 | 74.9 |
976.1 | 1,402.0 | 340.4 | 218.3 | 2,936.8 |
| Trade and | |||||
| other | Bank | Lease | |||
payables 1 | overdrafts | Borrowings | liabilities | Total | |
| 30 June 2025 | £m | £m | £m | £m | £m |
Carrying value | 955.9 | 1,221.4 | 263.9 | 151.1 | 2,592.3 |
| Contractual undiscounted | |||||
| cash flows | |||||
Less than one year | 936.9 | 1,221.4 | 24.3 | 48.0 | 2,230.6 |
One to two years | 12.0 | – | 24.3 | 28.7 | 65.0 |
Two to three years | 6.6 | – | 44.6 | 16.8 | 68.0 |
Three to four years | 0.6 | – | 272.5 | 12.7 | 285.8 |
Four to five years | 0.1 | – | – | 9.3 | 9.4 |
Over five years | 0.1 | – | – | 71.5 | 71.6 |
956.3 | 1,221.4 | 365.7 | 187.0 | 2,730.4 |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
176
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| 2026 | 2025 | |
| £m | £m | |
| Total fixed pay as analysed in the Directors’ | ||
Remuneration report | 2.3 | 2.6 |
| Payments to past Directors and payment for loss of office | ||
as disclosed in the Directors’ Remuneration report | 1.3 | – |
Bonus as analysed in the Directors’ Remuneration report | 1.6 | 1.5 |
Employer’s national insurance contributions | 1.9 | 1.1 |
Share-based payment charge 1 | 2.3 | 2.1 |
Total key management personnel compensation | 9.4 | 7.3 |
| 2026 | 2025 | |
| £m | £m | |
Construction services and materials | 0.3 | 1.1 |
Staff and associated costs | 2.0 | 2.5 |
Management services | 1.7 | 1.4 |
Interest on loans to joint ventures | 0.5 | 0.1 |
Plant hire | 0.2 | 0.2 |
4.6 | 5.3 |
| 2026 | 2025 | |
| £m | £m | |
Trading balances due from joint ventures | – | 7.2 |
Trading balances due to joint ventures | (0.7) | (0.6) |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
177
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Registered | Share | % held | ||
| Company name | office 1 | class(es) held | by Group | |
00931371 | Limited (formerly Marriott Limited) | |||
(in liquidation) | 12 | Ordinary | 100% | |
| A C Chesters & Son Limited | ||||
(dissolved 11 August 2026) | 1 | Ordinary | 100% | |
Arena Central Developments LLP | 1 | – | 100% | |
Arena Central Management Limited | 1 | A Ordinary | 100% | |
25% 1 | ||||
Caribbean Construction Company Limited | 2 | Ordinary | 100% | |
| Caxton Integrated Services Holdings Limited | ||||
(dissolved 29 July 2026) | 12 | Ordinary | 100% | |
Clearbox Limited | 1 | Ordinary | 100% | |
Dragon Lane Holdings 1 LLP | 1 | – | 100% | |
Dragon Lane Holdings 2 LLP | 1 | – | 100% | |
Dragon Lane LLP | 1 | – | 100% | |
Dudley Coles Limited | 1 | Ordinary | 100% | |
FDT (Holdings) Ltd | 1 | Ordinary | 100% | |
FDT Associates Ltd | 1 | Ordinary A | 100% | |
| Heart of Wales Property Services Limited | ||||
(dissolved 29 July 2026) | 12 | Ordinary | 50% | |
J L Kier & Company (London) Limited | 1 | Ordinary | 100% | |
J L Kier & Company Limited | 1 | Ordinary | 100% | |
Kier (Catterick) Limited | 1 | A Ordinary | 100% | |
B Ordinary | 100% | |||
Kier (Kent) PSP Limited | 1 | A Ordinary | 100% | |
B Ordinary | 100% | |||
Kier (Malaysia) SDN. BHD. (in liquidation) | 3 | Ordinary | 100% | |
Kier (Newcastle) Investment Ltd | 1 | Ordinary | 100% | |
Kier (Newcastle) Operation Limited | 1 | Ordinary | 100% | |
Kier (NR) Limited | 1 | Ordinary | 100% |
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
| Kier Asset Partnership Services Limited | |||
(in liquidation) | 1 | Ordinary | 100% |
Kier Benefits Limited | 1 | Ordinary | 100% |
Kier Build Limited | 1 | Ordinary | 100% |
Kier Business Services Limited | 1 | Ordinary | 100% |
Kier CB Limited | 1 | Ordinary | 100% |
Kier Commercial Investments Limited | 1 | Ordinary | 100% |
Kier Commercial UKSC Limited | 1 | Ordinary | 100% |
Kier Construction Limited | 1 | Ordinary | 100% |
Kier Construction Limited | 4 | Ordinary | 100% |
Kier Construction LLC 2 | 5 | Ordinary | 49% |
Kier Construction SA | 6 | Ordinary | 100% |
Kier Developments Limited | 1 | A Ordinary | 100% |
B Ordinary | 100% | ||
C Ordinary | 100% | ||
Kier Dubai LLC 2 | 7 | Ordinary | 49% |
Kier Education Investments Limited | 1 | B Ordinary | 100% |
M Ordinary | 100% | ||
Kier Education Services Limited | 1 | B Ordinary | 100% |
M Ordinary | 100% | ||
Kier Ewan Limited (dissolved 11 August 2026) | 1 | Ordinary | 100% |
Kier Facilities Services Limited | 1 | Ordinary | 100% |
| Kier Finance & Treasury Holdings Limited | |||
(dissolved 11 August 2026) | 1 | Ordinary | 100% |
Kier Finance Limited (dissolved 11 August 2026) | 1 | Ordinary | 100% |
Kier Fleet Services Limited | 1 | Ordinary | 100% |
Kier Green Investments Limited | 1 | Ordinary | 100% |
Kier Group Trustees Limited 3 | 1 | Ordinary | 100% |
Kier Holdings Limited | 1 | Ordinary | 100% |
| Irredeemable | |||
preference | 100% | ||
Kier Infrastructure and Overseas Limited | 1 | Ordinary | 100% |
| Kier Infrastructure and Overseas Limited – | |||
| Jamaica Branch |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
178
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
| Kier Infrastructure and Overseas Limited – | |||
| Trinidad Branch | |||
Kier Infrastructure Pty Ltd | 8 | Ordinary | 100% |
Kier Integrated Services (Estates) Limited | 1 | Ordinary | 100% |
Kier Integrated Services (Holdings) Limited | 1 | Ordinary | 100% |
Deferred | 100% | ||
Kier Integrated Services (Trustees) Limited | 1 | Ordinary | 100% |
Kier Integrated Services Group Limited | 1 | Ordinary | 100% |
Kier Integrated Services Limited | 1 | Ordinary | 100% |
Kier International (Investments) Limited | 1 | Ordinary | 100% |
Kier International Limited | 1 | Ordinary | 100% |
| Kier International Limited – Jamaica Branch | |||
Kier International Limited (in liquidation) | 9 | Ordinary | 100% |
Kier Limited 3 | 1 | Ordinary | 100% |
Kier Logistics (Knowsley) Ltd | 1 | Ordinary | 100% |
Kier Logistics Holdco Ltd | 1 | Ordinary | 100% |
Kier Management Consulting Limited | 1 | Ordinary | 100% |
A Ordinary | 100% | ||
B Ordinary | 100% | ||
Kier MBS Limited | 1 | Ordinary | 100% |
Kier Midlands Limited | 1 | Ordinary | 100% |
Kier Minerals Limited | 1 | Ordinary | 100% |
Kier National Limited | 1 | Ordinary | 100% |
Kier North Tyneside Limited (in liquidation) | 12 | B Ordinary | 100% |
80% 1 | |||
Kier Overseas (Nine) Limited | 1 | Ordinary | 100% |
Kier Overseas (Seventeen) Limited | 1 | Ordinary | 100% |
Kier Overseas (Twenty-Three) Limited | 1 | Ordinary | 100% |
| Kier Parkman Ewan Associates Limited | |||
(dissolved 11 August 2026) | 1 | Ordinary A | 100% |
Kier Plant Limited | 1 | Ordinary | 100% |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
Kier Professional Services Limited | 1 | Ordinary | 100% |
Kier Project Investment Limited | 1 | Ordinary | 100% |
Kier Property Developments Limited | 1 | Ordinary | 100% |
Kier Property Limited | 1 | Ordinary | 100% |
Kier Property Management Company Limited | 1 | Ordinary | 100% |
Kier Rail Limited (in liquidation) | 12 | Ordinary | 100% |
Kier Recycling CIC | 1 | Ordinary | 100% |
Kier Services Limited | 1 | Ordinary | 100% |
Kier Sheffield LLP (dissolved 29 July 2026) | 12 | – | 80.1% |
Kier South Wokingham LLP | 1 | – | 100% |
Kier Stoke Limited (in liquidation) | 12 | Ordinary | 100% |
Kier Sydenham Limited | 1 | Ordinary | 100% |
Kier Transportal Limited | 1 | Ordinary | 100% |
Kier Transportation Limited | 1 | Ordinary | 100% |
Kier UKSC LLP | 1 | – | 100% |
Kier Ventures Limited | 1 | Ordinary | 100% |
Kier Ventures UKSC Limited | 1 | Ordinary | 100% |
Kier York Street LLP | 1 | – | 100% |
Magnetic Limited | 1 | Ordinary | 100% |
McNicholas Construction (Holdings) Limited | 1 | Ordinary | 100% |
McNicholas Construction Services Limited | 1 | Ordinary | 100% |
MRBL Limited | 1 | Ordinary A | 100% |
Ordinary B | 100% | ||
Deferred B | 100% | ||
Pure Recycling Warwick Limited | 1 | Ordinary A | 100% |
Ordinary B | 100% | ||
Robert Marriott Group Limited (in liquidation) | 12 | Ordinary | 100% |
T H Construction Limited | 1 | Ordinary | 100% |
T J Brent Limited | 1 | Ordinary | 100% |
Ordinary B | 100% | ||
Ordinary C | 100% |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
179
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
Tempsford Insurance Company Limited 3 | 10 | Ordinary | 100% |
Tor2 Limited (dissolved 29 July 2026) | 12 | PSP Shares | 100% |
80.01% 1 | |||
| TradeDirect Logistics Limited | |||
(dissolved 11 August 2026) | 1 | Ordinary | 100% |
Turriff Contractors Limited | 11 | Ordinary | 100% |
Turriff Group Limited | 11 | Ordinary | 100% |
Ordinary A | 100% | ||
Ordinary B | 100% | ||
W. & C. French (Construction) Limited | 1 | Ordinary | 100% |
| William Moss Construction Limited | |||
(in liquidation) | 12 | Ordinary | 100% |
William Moss Group Limited (The) | 1 | Ordinary | 100% |
| Company | ||
| registration | ||
| Company name | number | Year end |
Arena Central Developments LLP | OC305452 | 30 June 2026 |
Dragon Lane Holdings 1 LLP | OC398919 | 30 June 2026 |
Dragon Lane Holdings 2 LLP | OC398920 | 30 June 2026 |
Dragon Lane LLP | OC398924 | 30 June 2026 |
Kier (Catterick) Limited | 07372563 | 30 June 2026 |
Kier (Newcastle) Investment Ltd | 09978111 | 30 June 2026 |
Kier (Newcastle) Operation Limited | 10609470 | 30 June 2026 |
Kier (NR) Limited | 06648175 | 30 June 2026 |
Kier Build Limited | 01551959 | 30 June 2026 |
Kier Business Services Limited | 03679828 | 30 June 2026 |
Kier Commercial Investments Limited | 04002798 | 30 June 2026 |
Kier Developments Limited | 04407754 | 30 June 2026 |
Kier Education Investments Limited | 06458919 | 30 June 2026 |
Kier Education Services Limited | 05457729 | 30 June 2026 |
Kier Fleet Services Limited | 02127113 | 30 June 2026 |
Kier Green Investments Limited | 08922437 | 30 June 2026 |
Kier Holdings Limited | 05887559 | 30 June 2026 |
Kier Integrated Services (Estates) Limited | 00216679 | 30 June 2026 |
Kier Integrated Services (Holdings) Limited | 04321657 | 30 June 2026 |
Kier Integrated Services Group Limited | 02372311 | 30 June 2026 |
Kier International (Investments) Limited | 01463191 | 30 June 2026 |
Kier International Limited | 00810557 | 30 June 2026 |
Kier Logistics (Knowsley) Ltd | 13682851 | 30 June 2026 |
Kier Logistics Holdco Ltd | 13682160 | 30 June 2026 |
Kier Management Consulting Limited | 02491619 | 30 June 2026 |
Kier MBS Limited | 11632543 | 30 June 2026 |
Kier Minerals Limited | 02099531 | 30 June 2026 |
Kier National Limited | 02100338 | 30 June 2026 |
Kier Overseas (Nine) Limited | 01531039 | 30 June 2026 |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
180
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Company | ||
| registration | ||
| Company name | number | Year end |
Kier Overseas (Seventeen) Limited | 01462100 | 30 June 2026 |
Kier Overseas (Twenty-Three) Limited | 02127112 | 30 June 2026 |
Kier Plant Limited | 04233359 | 30 June 2026 |
Kier Professional Services Limited | 08881783 | 30 June 2026 |
Kier Property Limited | 04459403 | 30 June 2026 |
Kier Property Management Company Limited | 06207623 | 30 June 2026 |
Kier South Wokingham LLP | OC451168 | 30 June 2026 |
Kier Transportal Limited | 08658406 | 30 June 2026 |
Magnetic Limited | 07775665 | 30 June 2026 |
McNicholas Construction Services Limited | 01510892 | 30 June 2026 |
MRBL Limited | 08177998 | 30 June 2026 |
Pure Recycling Warwick Limited | 06436462 | 30 June 2026 |
T H Construction Limited | 01532971 | 30 June 2026 |
| Registered | Interest | |
| Company name | office 1 | held |
| Property | ||
3 Sovereign Square Holdings 1 LLP | 1 | 50% |
3 Sovereign Square Holdings 2 LLP | 1 | 50% |
3 Sovereign Square LLP | 1 | 50% |
Kent LEP 1 Limited | 1 | 80% |
Kier (Southampton) Development Limited | 1 | 75% |
Kier (Southampton) Investment Limited | 1 | 75% |
Kier (Southampton) Operations Limited | 1 | 75% |
Kier and Countryside JV No1 LLP | 13 | 50% |
Kier Bishops Stortford Holdings Limited | 1 | 90% |
Kier Bishops Stortford Limited | 1 | 90% |
Kier Bracknell Holdco Ltd | 1 | 90% |
Kier Bracknell Ltd | 1 | 90% |
Kier Cornwall Street Holdings 1 LLP | 1 | 90% |
Kier Cornwall Street Holdings 2 LLP | 1 | 90% |
Kier Cornwall Street LLP | 1 | 90% |
Kier Countryside Great Haddon East LLP | 13 | 50% |
Kier Countryside Holdings 1 LLP | 13 | 50% |
Kier Countryside Holdings 2 LLP | 13 | 50% |
Kier Countryside Laindon Road LLP | 13 | 50% |
Kier Countryside Saffron Walden LLP | 13 | 50% |
Kier Countryside South Wokingham LLP | 13 | 50% |
Kier Countryside Watford LLP | 13 | 50% |
Kier Foley Street Holdco 1 LLP | 1 | 90% |
Kier Foley Street Holdco 2 LLP | 1 | 90% |
Kier Foley Street LLP | 1 | 90% |
Kier HGP Holdings 2 Limited | 1 | 50% |
Kier HGP Holdings LLP | 1 | 50% |
Kier HGP Tunbridge Wells LLP | 1 | 50% |
Kier HGP Weybridge LLP (formerly Kier HGP Devco 2 LLP) | 1 | 50% |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
181
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
| Registered | Interest | |
| Company name | office 1 | held |
Kier Maidenhead Holdings 1 LLP | 1 | 90% |
Kier Maidenhead Holdings 2 LLP | 1 | 90% |
Kier Maidenhead LLP | 1 | 90% |
Kier Logistics (Bognor) Ltd | 1 | 90% |
Kier Logistics (Milton Keynes) Ltd | 1 | 90% |
Kier Logistics (St. Albans) Ltd | 1 | 90% |
Kier Reading Holdco 1 LLP | 1 | 90% |
Kier Reading Holdco 2 LLP | 1 | 90% |
Kier Reading LLP | 1 | 90% |
Kier Realis Logistics Propco 1 LLP | 1 | 50% |
Kier Sharston Limited | 1 | 90% |
Kier Southwark Holdco Ltd | 1 | 90% |
Kier Sydenham GP Holdco Limited | 1 | 50% |
Kier Sydenham GP Limited | 1 | 50% |
Kier Sydenham LP | 1 | 50% |
Kier Sydenham Nominee Limited | 1 | 50% |
Kier Trade City Holdco 1 LLP | 1 | 90% |
Kier Trade City Holdco 2 LLP | 1 | 90% |
Kier Trade City LLP | 1 | 90% |
Kier Warth Limited | 1 | 50% |
Lysander Student Properties Investments Limited | 1 | 75% |
Lysander Student Properties Limited | 1 | 75% |
Lysander Student Properties Operations Limited | 1 | 75% |
MVDC Kier Holdco 1 LLP | 1 | 50% |
MVDC Kier Holdco 2 LLP | 1 | 50% |
Saltbox Business Park (Management) Limited | 1 | 59.11% |
Solum Regeneration (Bishops) LLP | 1 | 50% |
Solum Regeneration (Epsom) Limited Partnership | 1 | 50% |
Solum Regeneration (Guildford) LLP | 1 | 50% |
| Solum Regeneration (Greenwich) LLP | ||
(formerly Solum Regeneration (Haywards) LLP) | 1 | 50% |
| Registered | Interest | |
| Company name | office 1 | held |
| Solum Regeneration (Harrow) LLP | ||
(formerly Solum Regeneration (Walthamstow) LLP) | 1 | 50% |
Solum Regeneration (Kingswood) LLP | 1 | 50% |
Solum Regeneration (Redhill) LLP | 1 | 50% |
Solum Regeneration (Surbiton) LLP | 1 | 50% |
Solum Regeneration (Twickenham) LLP | 1 | 50% |
| Solum Regeneration (Walton) LLP | ||
(formerly Solum Regeneration (Maidstone) LLP) | 1 | 50% |
Solum Regeneration Epsom (GP Subsidiary) Limited | 1 | 50% |
Solum Regeneration Epsom (GP) Limited | 1 | 50% |
Solum Regeneration Epsom (Residential) LLP | 1 | 50% |
Solum Regeneration Holding 1 LLP | 1 | 50% |
Solum Regeneration Holding 2 LLP | 1 | 50% |
Tri-Link 140 Holdings 1 LLP | 1 | 50% |
Tri-Link 140 Holdings 2 LLP | 1 | 50% |
Tri-Link 140 LLP | 1 | 50% |
Watford Health Campus Limited | 1 | 50% |
Watford Health Campus Partnership LLP | 1 | 50% |
Watford Riverwell (Central Zone) LLP | 1 | 50% |
Watford Riverwell (Family Housing) LLP | 1 | 50% |
Watford Riverwell Management Company Limited | 1 | 10% |
Watford Health Campus Neighbourhood Square LLP | 1 | 50% |
Winsford Devco LLP | 1 | 50% |
Winsford Holdings 1 LLP | 1 | 50% |
Winsford Holdings 2 LLP | 1 | 50% |
| Construction | ||
Kier Graham Defence Limited | 1 | 50% |
| Services | ||
Hackney Schools for the Future Limited | 1 | 80% |
Hackney Schools for the Future 2 Limited | 1 | 8% |
Team Van Oord Limited | 14 | 25% |
30 Subsidiaries and other undertakings continued
Joint ventures continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
182
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Joint operation name | Description | Trading address |
Deephams | a joint arrangement between Kier Infrastructure and Overseas Limited, J Murphy & Sons Limited, | Deephams Sewage Treatment Wales, Pickett’s Lock Lane, |
| and Aecom Limited | Edmonton, N9 0BA | |
Devonport | a joint arrangement between Kier Infrastructure and Overseas Limited and BAM Nuttall Limited | St. James House, Knoll Road, Camberley, Surrey, GU15 3XW |
EKFB | a joint arrangement between Kier Infrastructure and Overseas Limited, Eiffage Génie Civil, | 5th Floor, Exchange House, Midsummer Boulevard, |
| Ferrovial Agroman (UK) Limited and BAM Nuttall Limited | Milton Keynes, MK9 2EA | |
Hercules | a joint arrangement between Kier Construction Limited and Balfour Beatty | Hercules Site Offices, The Wessex Building, MOD Lyneham, |
| Calne Road, Lyneham, Chippenham, SN15 4PZ | ||
Hinkley Framework | a joint arrangement between Kier Infrastructure and Overseas Limited and BAM Nuttall Limited | J23 P&R HPC Postal Consolidation Centre, Huntsworth Business |
| Centre, North Petherton, Somerset, TA6 6TS | ||
Kier BAM JV | a joint arrangement between Kier Integrated Services Limited and BAM Civil Limited | 2nd Floor, Optimum House, Clippers Quay, Salford, M50 3XP |
| (company number 17543, registered office Kill, County Kildaire) | ||
KCD | a joint arrangement between Kier Integrated Services Limited and Clancy Docwra Limited | Thames Water Offices, Clear Water Court, Vastern Rd, |
| Reading, RG1 8DB | ||
Luton People Mover | a joint arrangement between Kier Infrastructure and Overseas Limited and VolkerFitzpatrick Limited | Hertford Road, Hoddesdon, EN11 9BX |
Mersey Gateway | a joint arrangement between Kier Infrastructure and Overseas Limited, Samsung C&T ECUK | Forward Point, Tan House Lane, Widnes, WA8 0SL |
| Limited and FCC Construccion S.A. | ||
RAF Lakenheath | a joint arrangement between Kier Construction Limited and VolkerFitzpatrick Limited | Hertford Road, Hoddesdon, EN11 9BX |
Tarmac Kier JV | a joint arrangement between Kier Transportation Limited and Tarmac Trading Limited | 2nd Floor, Optimum House, Clippers Quay Salford, M50 3XP |
| Kier Graham | a joint arrangement between Kier Construction Limited and John Graham Construction Limited | Campsie House, Buchanan Business Park, Cumbernauld Road, |
| Defence (Clyde) | Stepps, Glasgow, G33 6HZ | |
Kier McAvoy | a joint arrangement between Kier Construction Limited and McAvoy | Ferguson Road, Knockmore Hill Industrial Estate, Lisburn, BT28 2FW |
| Saadiyat Rotana Hotel | a joint arrangement between Kier Construction LLC and Ali and | P.O. Box 2153, Abu Dhabi |
| and Resort Complex | Sons Contracting Co LLC | |
Kier ACC | a joint arrangement between Kier Dubai LLC and Arabian Construction Co.SAL | P.O. Box 24461, Dubai |
STEP | a joint arrangement between Kier Infrastructure Services Limited and Nuvia Limited | STEP Fusion Program Site, Former West Burton Power Station, |
| Retford, Nottinghamshire, DN22 9BL |
30 Subsidiaries and other undertakings continued
Joint ventures continued
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
183
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
30 Subsidiaries and other undertakings continued
Number | Address | |
1 | 2nd Floor, Optimum House, Clippers Quay, Salford, M50 3XP, UK | |
2 | Harbour Head, Harbour View, Kingston 17, Jamaica | |
3 | 9–5 & 7–5, Jalan 8/146, Bandar Tasik Selatan, Kuala Lumpur, 57000, Malaysia | |
4 | c/o Grant Thornton, Cnr Bank Street and West Independence Sq Street, Basseterre, | |
| Saint Kitts and Nevis | ||
5 | Unit 869, Al Gaith Tower, Hamdan Street, PO Box 61967, Abu Dhabi, United Arab Emirates | |
6 | 151 | Angle Avenue, Jean Paul II et Impasse Duverger, Turgeau, Port-au-Prince, Haiti |
7 | 905, 9th Floor, Thuraya Tower, Tecom, P.O. Box 24461, Dubai, United Arab Emirates | |
8 | Pinsent Masons, Level 46, 101 Collins Street, Melbourne, VIC 3000, Australia | |
9 | 27/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong | |
10 | PO Box 33, Dorey Court, Admiral Park, St Peter Port, GY1 4AT, Guernsey | |
11 | Campsie House, Buchanan Business Park, Cumbernauld Road, Stepps, | |
| Glasgow, G33 6HZ, UK | ||
12 | 1 More London Place, London, SE1 2AF, UK | |
13 | Countryside House, The Drive, Brentwood, Essex, CM13 3AT, UK | |
14 | Bankside House, Henfield Road, Small Dole, Henfield, West Sussex, BN5 9XQ, UK | |
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
184
Company balance sheet
As at 30 June 2026
Note
2026
£m
2025
£m
Non-current assets
Investments 5 680.9 669.7
Deferred tax assets 3.3 3.3
Amounts due from subsidiary undertakings 6 1,519.6 1,461.2
Non-current assets 2,203.8 2,134.2
Current assets
Cash and cash equivalents 150.3 –
Other debtors – 0.5
Current assets 150.3 0.5
Total assets 2,354.1 2,134.7
Current liabilities
Bank overdraft (978.8) (688.3)
Creditors: amounts falling due within one year 7 (58.7) (57.0)
Corporation tax payable (8.3) (6.4)
Provisions for liabilities – (0.1)
Current liabilities (1,045.8) (751.8)
Non-current liabilities
Creditors: amounts falling due after
more than one year 7 (245.3) (244.1)
Non-current liabilities (245.3) (244.1)
Total liabilities (1,291.1) (995.9)
Net assets 1,063.0 1,138.8
Shareholders’ funds
Called up share capital 4.5 4.5
Share premium account 3.6 3.6
Merger reserve 350.6 350.6
Profit and loss account 704.3 780.1
Total equity 1,063.0 1,138.8
The loss for the year was £0.9 m (2025: profit of £1.5m).
The financial statements of Kier Group plc, company registration number 2708030,
on pages 185–189 were approved by the Board of Directors on 14 September 2026
and were signed on its behalf by:
Stuart Togwell Tom Hinton
Chief Executive Chief Financial Officer
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
185
Company statement of changes in equity
For the year ended 30 June 2026
Called up
share capital
£m
Share
premium
account
£m
Merger
reserve
£m
Profit and
loss account
£m
Total
equity
£m
At 1 July 2024 4.5 3.2 350.6 809.9 1,168.2
Profit for the year – – – 1.5 1.5
Total comprehensive income for the year – – – 1.5 1.5
Dividends paid – – – (24.1) (24.1)
Issue of own shares – 0.4 – – 0.4
Share-based payments – – – 8.9 8.9
Purchase of own shares via employee benefit trust – – – (9.7) (9.7)
Purchase of own shares via share buyback – – – (6.4) (6.4)
At 30 June 2025 4.5 3.6 350.6 780.1 1,138.8
Loss for the year – – – (0.9) (0.9)
Total comprehensive expense for the year – – – (0.9) (0.9)
Dividends paid – – – (34.1) (34.1)
Share-based payments – – – 11.2 11.2
Purchase of own shares via employee benefit trust – – – (29.7) (29.7)
Purchase of own shares via share buyback – – – (22.3) (22.3)
At 30 June 2026 4.5 3.6 350.6 704.3 1,063.0
Included in the profit and loss account is the balance on the share scheme reserve which comprises the investment in own shares of £19.1m (2025: £14.3m) and a credit balance
on the share scheme reserve of £15.5m (2025: £14.3m).
Details of the shares held by the Kier Group 1999 Employee Benefit Trust and of the share-based payment scheme are included in note 25 to the consolidated financial statements.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
186
Notes to the Company financial statements
For the year ended 30 June 2026
1 Accounting policies
The principal accounting policies are summarised below. Other than where new
accounting policies have been adopted (as noted below), they have been applied
consistently throughout the year and the preceding year.
Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and the Companies Act 2006.
The financial statements have been prepared under the historical cost convention.
Kier Group plc is a company incorporated in the United Kingdom under the
Companies Act. The address of the registered office is 2nd Floor, Optimum House,
Clippers Quay, Salford, England, M50 3XP.
The Company’s financial statements are included in the Kier Group plc consolidated
financial statements for the year ended 30 June 2026. As permitted by section 408 of
the Companies Act 2006, the Company has not presented its own profit and loss account.
None of the amendments to standards effective for the first time from 1 July 2025
have had a material effect on the Company’s financial statements.
The Company has taken advantage of the following disclosure exemptions in
preparing these financial statements, as permitted by FRS 101:
• The requirement of paragraphs 45(b) and 46–52 of IFRS 2 ‘Share-Based Payments’
• The requirements of IFRS 7 ‘Financial Instruments: Disclosures’
• The requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to
present comparative information in respect of paragraph 79(a)(iv) of IAS 1
• The requirement of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D,
111 and 134–136 of IAS 1 ‘Presentation of Financial Statements’
• The requirements of IAS 7 ‘Statement of Cash Flows’
• The requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in
Accounting Estimates and Errors’
• The requirements of paragraphs 88C and 88D of IAS 12 ‘Income Taxes’
• The requirement of paragraphs 17 and 18A of IAS 24 ‘Related Party Disclosures’
• The requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party
transactions entered into between two or more members of a group
These financial statements are separate financial statements.
Where required, equivalent disclosures are given in the Annual Report and Accounts
of the Group as shown in notes 1–7.
Going concern
The Directors have made enquiries and have a reasonable expectation that the
Company has adequate resources to continue in existence for the foreseeable future.
For this reason, they adopt the going concern basis in preparing the financial statements.
See also page 137.
Fixed asset investments
Investments in subsidiary undertakings are included in the balance sheet at cost less
any provision for impairment.
Taxation
Income tax comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised directly
in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on taxable income for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to
tax payable in respect of previous years.
Deferred tax is provided using the balance sheet method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The deferred tax provision is
based on the expected manner of realisation or settlement of the carrying amount
of the assets and liabilities, using tax rates enacted or substantively enacted at the
balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future
taxable profits will be available against which the asset can be utilised. Deferred tax
assets are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
Financial instruments
Financial assets and financial liabilities are recognised in the Company’s balance
sheet when the Company becomes a party to the contractual provisions of the
instrument. The principal financial assets and liabilities of the Company are as follows:
(a) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including bank deposits
with original maturities of three months or less. Bank overdrafts are included in current
liabilities in the balance sheet.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
187
Notes to the Company financial statements continued
1 Accounting policies continued
Financial instruments continued
(b) Bank and other borrowings
Interest-bearing bank and other borrowings are recorded at the fair value of the
proceeds received, net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are accounted for on
an accruals basis in the income statement using the effective interest method and
are added to the carrying value of the instrument to the extent that they are not
settled in the period in which they arise. Borrowings are classified as current liabilities
unless at the end of the reporting period; the Company has a right to defer settlement
of the liability for at least 12 months after the reporting period.
(c) Amounts due from subsidiary undertakings
Amounts due from subsidiaries are initially recorded at their fair value. Subsequent to
initial recognition, the loans are measured at amortised cost. In accordance with IFRS
9, the Company has undertaken an exercise of calculating the expected credit losses
on the amounts due from subsidiaries. The Directors regard the relevant subsidiaries
as having a relatively low probability of default on the loans and do not consider that
there has been a significant increase in credit risk since the loan was first recognised.
By virtue of their participation in Group bank pooling arrangements, the subsidiaries
had access to sufficient facilities to enable them to repay the loans, if demanded,
at the reporting date. Only immaterial amounts of expected credit losses were
calculated and, therefore, the Company has chosen not to adjust the value of the
loans for any expected credit loss provisions.
Share-based payments
Share-based payments granted but not vested in relation to the Sharesave and
Long-Term Incentive Plan (LTIP) schemes are valued at the fair value of the shares at
the date of grant. The fair value of these schemes at the date of award is calculated
using the Black-Scholes model, apart from the total shareholder return element of the
LTIP which is based on a stochastic model. Awards that are subject to a post-vesting
holding period are valued using the Chaffe & Finnerty models. The cost of each scheme
is based on the fair value of the options spread on a straight-line basis over the relevant
performance period. As the Company provides these benefits to employees of its
subsidiary companies, the cost is recognised in each subsidiary’s income statement,
with a corresponding credit in equity representing the capital contribution. The Company,
as the parent providing the equity instruments to satisfy the share-based payments,
recognises these capital contributions to its subsidiaries as an increase in its
investment in subsidiaries.
Shares purchased and held in trust in connection with the Company’s share schemes
are deducted from retained earnings. No gain or loss is recognised within the income
statement on the market value of these shares compared with the original cost.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company accounting policies which are described above,
the Directors are required to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates are based on historical experience and the factors that are
considered to be relevant. Actual results may differ from those estimates.
The estimates are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised.
There are no critical judgements, apart from those involving estimates, that the Directors
have made in the process of applying the Company’s accounting policies and that
have a significant effect on the amounts recognised in the financial statements.
Valuation of investments
The Company tests annually whether its investments have suffered any impairment.
The recoverable amounts of subsidiaries are determined based on value in use
calculations or fair value less cost to sell, if held for sale. These calculations require
the use of estimates.
Considerable headroom exists when comparing the book value of the investments
with their recoverable amounts. Therefore, the Directors have determined that the
investment value is not particularly sensitive to changes in the assumptions used in
the value in use calculations. Any reasonable adjustment to any of the assumptions
would not result in an impairment of the investments.
2 Profit for the year
As permitted by section 408 of the Companies Act 2006, the Company has elected
not to present its own profit and loss account for the year. The loss for the year was
£0.9m (2025: profit of £1.5m).
The auditors’ remuneration for audit services to the Company was £0.1m (2025: £0.1m).
3 Information relating to Directors and employees
Information relating to Directors’ emoluments, pension entitlements, share options
and LTIP interests appears in the Directors’ Remuneration report on pages 85–117.
The Company has no employees other than the Directors.
4 Dividends
£34.1m dividends have been paid by the Company (2025: £24.1m). See note 11
to the consolidated financial statements.
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
188
Notes to the Company financial statements continued
5 Investments
Details of the Company’s subsidiaries at 30 June 2026 are provided in note 30 to the
consolidated financial statements.
2026
£m
2025
£m
At 1 July 669.7 455.5
Additions – 205.3
Capital contributions 11.2 8.9
At 30 June 680.9 669.7
During the year ended 30 June 2025, the Company purchased additional share capital
of one of its subsidiary companies, Kier Limited, at a cost of £205.3m, which was
settled via a reduction in the loan due from Kier Limited.
Capital contributions of £11.2m were made during the year ended 30 June 2026
in relation to share-based payments on behalf of subsidiaries (2025: £8.9m).
Certain subsidiaries of the Group have opted to take advantage of a statutory exemption
from having an audit in respect of their individual statutory accounts. Strict criteria
must be met for this exemption to be taken and it must be agreed to by the directors
of those subsidiary companies. Listed in note 30 are subsidiaries controlled and
consolidated by the Group where the Directors have taken advantage of the exemption
from having an audit of the companies’ individual financial statements in accordance
with section 479A of the Companies Act 2006.
In order to facilitate the adoption of this exemption, Kier Group plc, the ultimate parent
company of the subsidiaries concerned, undertakes to provide a guarantee under
section 479C of the Companies Act 2006 in respect of those subsidiaries.
6 Amounts due from subsidiary undertakings
2026
£m
2025
£m
Amounts falling due after more than one year:
Amounts due from subsidiary undertakings
1
1,519.6 1,461.2
1. Loans due from subsidiary undertakings incur interest at 4.0%. Loans are contractually repayable on demand
or in a period of up to five years but no amounts are expected to be repaid within 12 months.
7 Creditors
2026
£m
2025
£m
Amounts falling due within one year:
Amounts due to subsidiary undertakings
1
47.9 47.9
Other creditors 10.8 9.1
58.7 57.0
Amounts falling due after more than one year:
Borrowings 245.3 244.1
245.3 244.1
1. Loans due to subsidiary undertakings incur interest at 4.0% and are repayable within one year or on demand.
Further details on borrowings are included in notes 21 and 27 to the consolidated
financial statements.
For the year ended 30 June 2026
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
189
Financial record
(unaudited)
Continuing operations
Year ended 30 June
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Group revenue including share of joint ventures 4,393.0 4,087.8 3,969.4 3,405.4 3,256.5
Less share of joint ventures (40.5) (10.7) (64.3) (24.7) (112.6)
Group revenue 4,352.5 4,077.1 3,905.1 3,380.7 3,143.9
Profit
Group operating profit
1
163.1 153.0 142.1 116.3 93.6
Share of post-tax results of joint ventures (5.6) (1.5) 1.6 1.1 26.9
Other income 12.3 7.6 6.5 14.1 –
Adjusted operating profit 169.8 159.1 150.2 131.5 120.5
Net finance costs before adjusting items (33.4) (33.7) (32.1) (26.7) (26.4)
Adjusted profit before tax 136.4 125.4 118.1 104.8 94.1
Amortisation of acquired intangible assets relating to contract rights (19.0) (21.6) (23.2) (19.2) (19.7)
Adjusting finance costs (1.5) (1.9) (2.9) (2.9) (2.8)
Other adjusting items (32.1) (23.8) (23.9) (30.8) (55.7)
Profit before tax 83.8 78.1 68.1 51.9 15.9
Basic earnings per share before adjusting items 23.5p 21.6p 20.6p 19.2p 16.8p
Dividend per share 7.8p 7.2p 5.2p – –
At 30 June
Net assets (£m) 511.4 517.2 520.1 513.0 554.6
1. Stated before adjusting items. See note 5 for reference to adjusting items.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
190
Glossary of alternative performance measures
The Group presents various alternative performance measures (APMs) as the performance of the Group is reported and measured on this basis internally. This includes key
performance indicators (KPIs).
APM Purpose Reference
Total Group revenue Revenue from the Group from continuing operations including joint ventures • KPIs
• Consolidated income statement
Adjusted operating profit Operating profit for the year from continuing operations before adjusting items
• KPIs
• Note 5
Adjusted profit before tax Profit before tax for the year from continuing operations before adjusting items
• Note 5
Adjusted earnings per share Earnings per share for the year generated from continuing operations before adjusting items
• KPIs
• Note 12
Cash outflow from adjusting items Cash flow from operating activities for the year before adjusting items
• Note 5
Net cash The Group’s net cash at the year-end date
• KPIs
• Note 21
Average net cash / (debt) The Group’s net cash/(debt) as an average of the month end positions up to the previous year-end date
• KPIs
• Note 21
Free cash flow An alternative cash flow measure to evaluate what is available for distribution
• KPIs
• Financial review
Operating free cash flow Free cash flow before the payment of interest and tax
• Operational review
• Financial review
Operating free
cash flow conversion
Cash conversion calculated as a percentage of operating free cash flow over adjusted operating profit • Operational review
• Financial review
Adjusted operating margin Operating margin calculated as a percentage of adjusted operating profit over total Group revenue
• Operational review
Order book Secured and probable future contract revenue not currently recognised in the financial statements
• KPIs
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
191
Join the conversation
Engage with us and keep up with the latest news
and developments via social media.
kier.co.uk
As Kier’s primary external platform,
our corporate website builds
confidence in our capabilities
by bringing together company
information, technical expertise,
project proof points and business
performance into a single digital
experience. It enables all our
stakeholders to better understand
our business, expertise and long-term
value creation.
Printed by Pureprint
Kier Group plc’s commitment to environmental issues
is reflected in this Annual Report, which has been printed
on White Silk and White Offset, FSC
®
certified materials.
This document was printed by Pureprint Group using its
environmental print technology, with 99% of dry waste
diverted from landfill, minimising the impact of printing on
the environment. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
LinkedIn
@KierGroup
Instagram
@WeAreKier
YouTube
@KierGroupplc
CBP037502
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2026
192
Produced by Design Portfolio
www.design-portfolio.co.uk
Kier Group plc
Registered office:
Registered in England and Wales
under Number 2708030
Copyright © 2026 Kier Group plc
kier.co.uk
Kier Group plc Annual Report and Accounts 2026