Annual Report and Accounts 2025
Infrastructure
that matters
Kier Group plc Annual Report and Accounts 2025
Infrastructure is the backbone
of a thriving society. It connects
people to opportunity,
supports essential services,
and underpins economic
growth. Over the following
pages, we explore how we
make this happen.
Now is a pivotal moment, as economic
and political factors create a supportive
environment for growth. We are
operating in a landscape defined
by economic ambition, geopolitical
threats and environmental urgency.
In response, there is a focus on national
renewal and domestic investment –
particularly in defence, energy security
and regeneration.
This landscape demands bold
thinking, working in partnership with
our customers and a deep sense
of responsibility and purpose, where
Kier has natural strengths.
Contents
Overview
IFC Highlights
1 Infrastructure that matters
Strategic report
4 Chairman’s statement
7 Chief Executive’s review
14 Our business model
15 Our marketplace
18 Our strategy
20 Our key performance indicators
22 Operational review
25 Financial review
30 ESG report
33 Sustainability report
44 People report
54 TCFD report
60 Our risk management framework
69 Non-financial and sustainability information
statement and section 172(1) statement
Corporate governance
70
Chairman’s introduction to corporate governance
71 Corporate governance overview
72 Board of Directors
74 Corporate governance
82 Risk Management and Audit Committee report
87 Nomination Committee report
90 Environmental, Social and Governance
Committee report
92 Directors’ Remuneration report
116 Directors’ report
120 Statement of Directors’ responsibilities
120 Directors’ confirmations
Financial statements
121 Independent auditors’ report to the members
of Kier Group plc
129 Consolidated income statement
130
Consolidated statement of comprehensive income
131 Consolidated balance sheet
132 Consolidated statement of changes in equity
133 Consolidated statement of cash flows
134 Notes to the consolidated financial statements
183 Company balance sheet
184 Company statement of changes in equity
185 Notes to the Company financial statements
Other information
188 Financial record
189 Glossary of alternative performance measures
Highlights
Total Group revenue –
including joint ventures
1
£4.1bn
FY24: £4.0bn
Group revenue
1
£4.1bn
FY24: £3.9bn
1. See consolidated income statement
on page 129.
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. Since FY19 baseline year.
7. See note 1 on page 45.
8. See note 1 page 34.
Adjusted earnings
per share
1, 3
21.6p
FY24: 20.6p
Net cash – 30 June
5
£204.1m
FY24: £167.2m
Net debt – average
month-end
5
£(49.2)m
FY24: £(116.1)m
Non-financial
Adjusted operating profit
2
£159.1m
FY24: £150.2m
Operating profit
1
£113.7m
FY24: £103.1m
Earnings per share
1, 3
12.8p
FY24: 11.8p
Dividend
4
7.2p
FY24: 5.2p
Order book
£11.0bn
FY24: £10.8bn
People in formal training
and development
programmes
8
11.3%
Reduction in Scope 1 and
2 emissions
6
70.9%
Employee
engagement index
7
80.5%
Financial
Infrastructure that matters
Cover images
Patient first healthcare.
Front cover shows (L-R) exterior of the new buildings at Luton & Dunstable University Hospital, the Kier site team at the
hospital, and a nurse working at another Kier hospital project in Taunton.
Strategic reportOverview Corporate governance Financial statements Other information
Infrastructure that matters
Why it matters:
At the heart
of sustainable
growth
71%
of our project revenue
has delivered a net
environmental benefit
Infrastructure is often a lever to stimulate
the economy, with demand for innovative,
scalable solutions.
Climate change and ageing infrastructure
are accelerating the need for sustainable
maintenance and upgrade programmes.
Demographic trends – especially longevity
and population growth – are placing
pressure on health, housing supply
and transport infrastructure.
As a leading strategic supplier to His
Majesty’s Government, with a strong track
record of delivery, an £11bn order book and
a long-term sustainable growth plan,
Kier has the vision, confidence and
capability to respond.
Mansfield SuDS, Nottinghamshire
This long-term, nature-based sustainable urban
drainage system is a blueprint for climate resilience,
with positive impacts for the local community.
Discover more on our website
Kier Group plc Annual Report and Accounts 2025 1
Strategic reportOverview Corporate governance Financial statements Other information
A national contractor
with a regional footprint
A key differentiator for Kier is
our extensive footprint from
Aberdeen to Penzance.
At any given time, we generally have over
400 projects, predominantly with central
government departments and regional
and local authorities, alongside our
regulated and private sector clients. Our
business is supported by around 10,000
employees and more than 16,000 supply
chain partners.
We have nationwide reach and capability,
but manage our projects locally, meaning
that we have tried and tested local
partners and are investing directly and
for the long-term in the local economy
and community.
Every project we deliver is guided by
a deep sense of responsibility and
purpose and a commitment to leaving
a lasting legacy.
In short, Kier matters not only to the UK
government and economy but also to the
communities up and down the country
in which we operate.
Infrastructure that matters continued
We deliver the fundamentals that
matter most – clean water, quality
healthcare and education, decent and
affordable homes, and infrastructure that
connects, protects and powers our nation.
And we do it in partnership – working
closely with our customers, communities
and our supply chain to deliver
infrastructure that is vital to the UK.
Services:
Construction
Transportation
Natural Resources,
Nuclear & Networks
Property
We generally have over
400
projects at any one time
Where it matters:
Delivering
what’s vital
Discover more on our website
Kier Group plc Annual Report and Accounts 20252
Strategic reportOverview Corporate governance Financial statements Other information
Infrastructure that matters continued
We have almost 100 years of
experience across infrastructure
services, construction, property
developments and urban regeneration.
We have the knowledge and experience
to deliver across every stage of the
project lifecycle – from developing,
designing, and building, to maintaining
and repurposing. This is supported by
a Group layer of expert capability and
a culture where our people can truly
shine, and bring their experience to life
in their work.
How we do it:
A unique and
integrated
360 approach
Our golden thread
Our 360 approach embodies how
we operate and how we deploy our
complementary capabilities across
Kier to support customers to deliver their
outcomes. This is underpinned by a
consistent commitment within projects
to move the dial in terms of digital,
decarbonisation, industrialisation and
added social value.
Our ESG successes and our Building for
a Sustainable World framework focus on
where we can have the biggest impact
for our people, our places and our planet,
which adds a further dimension to our
sustainable growth plan. They ensure we
are clear about how sustainability impacts
our performance, but also how we impact
the environment and society.
Ultimately, our unique structure and
synergies allow us to deliver more than
just the sum of our parts, adding value for
customers, driving long-term sustainable
growth and enhancing shareholder value.
A417, Gloucestershire
Combining the skills of
multiple Kier teams to make
journeys safer, shorter, and
more sustainable.
HMP Millsike, Yorkshire
The UK’s first all-electric prison, and the first justice
sector project to be delivered as part of an alliance.
View on our website
Kier Group plc Annual Report and Accounts 2025 3
Strategic reportOverview Corporate governance Financial statements Other information
Connecting
people,
purpose
and progress
Chairman’s statement
Financial highlights
This year, our revenue including joint
ventures is up 3% to £4.1bn, with adjusted
operating profit margin at 3.9%, on course
for achieving our long-term target of
4.0%-4.5%. Continuing strong cash flow
generation means that average month-end
net debt is down substantially, again, to £49m.
An interim dividend of 2.0p was paid on
2 June 2025. A final dividend of 5.2p has
been proposed for approval by shareholders
at our AGM. When combined with the
interim dividend, this represents 3x
adjusted earnings cover.
Strategy
Overall, we are encouraged to see that
the key planks of the Government’s 10 Year
Infrastructure Strategy continue to map
closely to the core markets that Kier
targets as part of our long-term
growth objectives.
The Board has maintained its focus on
sustainable growth and it was good to see
Kier continuing to win new, high-quality
profitable work in its markets, reflecting the
bidding discipline and risk management
embedded in the business. We are particularly
pleased with our performance in supporting
the UK investment in water infrastructure.
Our capital allocation policy evolved during
the year with the announcement of a
share buyback programme and margin
target increase. Details of our capital
allocation policy are set out on page 10.
The past year has been particularly important
for Kier. The Group has delivered another
strong performance, raised its financial
targets, increased its dividend and applied
its succession planning processes. Before
I go any further, following Andrew Davies’
decision to retire from Kier in October 2025,
I would like to express gratitude on behalf
of the Board for everything he has achieved
in the past six years (see more on this in
‘Our Board’ on page 6).
Our focus on cash-backed profit generation
has allowed us to recapitalise our Property
business, as well as announce a material
increase in the dividend and a share buyback
of £20m. Following the 2021 capital raise,
our average net debt in FY22 was £216m,
capital employed in our Property business
was £122m at FY22, and there was no return
of capital to shareholders. After just three
years, average net debt in FY25 was £49m,
the Property business has £198m capital
employed and we have returned a total
of £38m in dividends and share buybacks.
The Board’s objectives include oversight of
the Group’s strategy, ensuring it continues
to be aligned to our customers’ needs, as
well as the development of our people, ESG
priorities and culture. Our work on these
objectives is explained further below.
“ The Board believes that with
strong foundations in place,
a high-quality order book,
sustainable cash performance,
committed colleagues and the
right capabilities, Kier will continue
to thrive and deliver for all its
stakeholders for the long term.”
Matthew Lester
Chairman
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Chairman’s statement continued
Culture
One of the most important functions of
an independent board is to monitor the
culture of a company. The Board received
feedback from key stakeholders, including
employees, through surveys and site
engagement visits to assess the extent
to which our cultural objectives are being
met. A consistent feature of feedback
received directly from our people, evident
also from the results of our employee
engagement survey, is that our culture
is in the right place. Kier remains a place
where our people are happy to work and
fulfil their potential. The power of the
connection to the communities we serve
is striking, as is how important it is to our
people that we deliver top-class projects.
Having considered a variety of metrics,
the Board concluded that Kier’s culture is
supportive of its strategy and values, as
well as being an enabler of sustainable
performance. More information on how we
monitor culture and the Board’s programme
of engagement with employees, including
a summary schedule of discussion topics,
key points, the improvement areas identified
and actions taken, is set out in the Corporate
governance report on pages 77 and 80.
Stakeholder engagement
Earlier in 2025, I met several of our
largest
shareholders and had the opportunity
to
engage directly with them on a range of
matters. I would like to thank them for their
questions and input. This helped flesh out
other shareholders’ feedback to support the
Board’s decision making. Information on
how the Board has engaged with our key
stakeholders is set out in the Our
stakeholders report on pages 78 and 79.
During the year, the Board had the
opportunity to meet with one of our joint
venture partners in our Property business,
as well as with representatives from the
Cabinet Office’s markets and suppliers
team. On both occasions, there was a
healthy discussion about our performance,
and how we could strengthen our
relationship and help all parties achieve
their objectives.
I also took part in the opening of Mulberry
Academy London Dock school, attended
by Her Majesty the Queen.
Our people
Our continued strong performance reflects
the hard work and commitment of our people,
and, on behalf of the Board, I would like to
thank them for their continued contribution
and support. To show our appreciation and
to recognise the outstanding achievements
of our people and the value they bring,
I was proud to be able to celebrate their
successes with them at the annual Pride
of Kier Awards. After Philip Boyd received
the 2024 Chairman’s Award, I visited
Northern Ireland to see first hand the
work he leads, which supports a number
of charities in the region, as part of our
work engaging and supporting local
communities. More information about
the awards and how we support local
communities can be found in the
People report and Sustainability report.
Most companies say people are their
greatest asset. The Board backs that
up by spending significant time on its
people agenda, both in Board meetings
and other settings. We look carefully at our
development and training programmes.
We review reward and benefits offerings
and our diversity and inclusion initiatives
to ensure we have the skills, capabilities
and resources to deliver long-term growth.
Details of these are explained in the
People report.
Safety is our licence to operate and we
want to send our people home safely
every day. As set out last year, the Board,
through the ESG Committee, has been
monitoring the actions to drive safety
performance as a priority. We are pleased
that our Accident Incident Rate has
improved by 25.8% (from 155 to 115)
compared to the prior year. We strive to
improve our safety record and aim for zero
harm. Further information on the actions
that were taken on safety performance
is set out in the People report on pages
45 to 47.
“ A consistent feature of feedback
received directly from our people,
is that our culture is in the
right place.”
Riverside School in Antrim,
Northern Ireland
Matthew Lester and Philip Boyd, supporting
Kier’s social value work at Riverside School.
Kier Group plc Annual Report and Accounts 2025
5
Strategic reportOverview Corporate governance Financial statements Other information
Environmental, Social
and Governance (ESG)
ESG is fundamental to Kier’s ability
to win work and secure positions on
long-term UK Government frameworks,
as UK Government contracts above
£5m per annum require net zero carbon
and social value commitments.
Our Building for a Sustainable World
framework focuses on where we can have
the biggest impact for our people, our
places and our planet. It adds an extra
dimension to our sustainable growth
plan ensuring it takes account of how
sustainability impacts our performance,
the environment and society.
The ESG Committee continues to
monitor progress against milestone
plans under the various pillars of our
sustainability
framework
.
We continue to make good progress
against our carbon reduction targets.
We have also started reporting on our
nature-related impacts, our strategy,
the risks and opportunities, metrics and
targets to manage nature. As in previous
years, we measure the added social value
we generate through our operations.
Further information on our work in ESG
is set out in the Sustainability report on
pages 33 to 44 and in the ESG Committee
report on pages 90 and 91.
Our Board
As explained last year, Justin Atkinson
stepped down from the Board on
30 September 2024, following nine years
of service. He was succeeded by Chris
Browne OBE as the Senior Independent
Director on 1 October 2024.
Anne Baldock joined us as a Non-Executive
Director on 1 July 2025 and her in-depth
experience in the infrastructure, energy,
nuclear, rail and water sectors is of great
value to the Board.
As announced on 22 July 2025, Andrew
Davies will be retiring from the Board
with effect from 31 October 2025. I would
like to thank Andrew for his exceptional
leadership as Chief Executive over the
last six years, which has transformed Kier.
We proudly remain one of the UK’s leading
infrastructure services, construction
and property groups. Under Andrew’s
leadership the Group has enhanced
its resilience, strengthened its financial
position and increased its order book
to the current record of over £11bn.
Furthermore, during his tenure, Kier
returned to the FTSE 250, recommenced
dividend payments and has built a culture
based on safety, delivery, discipline and
Performance Excellence. We all wish him
well for the future.
Chairman’s statement continued
Stuart Togwell, who joined the Board on
1 October 2024, will succeed Andrew upon
his retirement. Stuart has played a pivotal
role in Kier’s transformation and the Board
is confident that his skillset is ideally suited
to leading Kier through the next chapter
of its development and to deliver its
long-term sustainable growth plan. I have
been working with Andrew and Stuart to
ensure a smooth transition.
Looking forward
We are well placed to support the
UK Government’s commitment to
infrastructure spending following the
announcement of the 10 Year Infrastructure
Strategy. By continuing to focus on
Performance Excellence we will provide
the right service for our customers.
The Board believes that with strong
foundations in place, a high-quality
order book, sustainable cash performance,
committed colleagues and the right
capabilities, Kier will continue to thrive
and deliver for all its stakeholders for
the long term.
Matthew Lester
Chairman
Mulberry Academy London Dock school
With Her Majesty The Queen at the official
opening of the school.
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Operational
delivery driving
profitable
growth
Chief Executive’s review
embedded in the business. Long-term
frameworks, as well as pipeline opportunities
and income from the Property division,
represent additional areas of opportunity,
all of which provide us with substantial
multi-year revenue visibility.
Long-term sustainable
growth plan
The Group is focused on delivering against
its long-term sustainable growth plan,
first announced in September 2024 and
subsequently evolved in June 2025 for
an improved margin target range:
• Revenue – GDP + growth
through the cycle
• Adjusted operating profit margin –
4.0% – 4.5%, in 3 to 5 years
• Cash flow conversion of operating
profit – c.90%
• Balance sheet – Average net cash with
investment of surplus cash
• Dividend – Sustainable dividend policy:
c.3x earnings cover through the cycle
Introduction
The Group’s continued focus on operational
excellence and disciplined cash management
has produced another strong set of results
for the year. We have continued to deliver
against our long-term sustainable growth
plan as our operational activity converts
into high levels of profitability and cash
generation, enhancing our balance
sheet flexibility.
On 21 January 2025, we announced the
launch of an initial £20m share buyback
programme, building on the reintroduction
of dividend payments during FY24. Given
our significant operational and financial
progress, allied to the Board’s ongoing
confidence in the Group’s performance,
a final dividend of 5.2p has been proposed
(subject to shareholder approval) which
would total a 7.2p dividend for the full year
representing a 38% increase on the FY24
total dividend.
The future prospects for the Group are
underpinned by the order book growing
to a record £11bn at the end of FY25, with
91% of Group revenue for FY26 now
secured. During the year, Kier won new,
high-quality and profitable work in our
markets reflecting our leading operational
capabilities, as well as the bidding
discipline and risk management
“ It has been a privilege to lead Kier
over the last six years and to see
the Group transformed into a
strong and sustainable business
with enhanced resilience and
a reinforced financial position.”
Andrew Davies
Chief Executive
Discover more stories by scanning the
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Kier Group plc Annual Report and Accounts 2025
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Delivering a flagship project in a live
hospital environment
Strategy
The Group’s strategy continues
to be focused on:
• UK Government, regulated industries
and blue-chip customers
• Operating in the
business-to-business market
• Contracting through long-term frameworks
Our core businesses are well placed to
benefit from Government and regulated
industry spending commitments in
respect of UK infrastructure. We are a
strategic supplier to the UK Government
and c.90% of our contracts are with the
public sector and regulated companies.
Despite wider political and economic
uncertainties, our core markets remain
favourable with a clear commitment
to long-term UK infrastructure spending
driven by key structural factors, such
as population growth, transportation
pressures, ageing infrastructure, energy
security and climate change.
Given that public funding may be
insufficient to maintain public assets,
customer behaviours continue to shift
towards long-term partnerships, which
continues to favour Kier, given our scale,
integrated design and project management
capability, track record of delivery and
Environmental, Social and Governance
(ESG) credentials.
Customers and winning
new work
Our contract awards reflect our
long-standing customer relationships
and regionally focused operations across
the UK. During the year, we saw significant
growth in both Infrastructure Services and
Construction orders, providing us with
good multi-year revenue visibility.
Highlights include:
• Infrastructure Services:
• Secured our first contracts on
Southern Water’s AMP8 framework,
working on clean and waste water
schemes, totalling c.£45m
• Construction:
• Awarded a more than £100m contract
to deliver additional prison places at
HMP Northumberland, as part of the
Small Secure Houseblocks (SSHP)
Alliance for the Ministry of Justice
• Education – awarded four projects
worth c.£210m
• Kier Places – appointed by
Wiltshire Council to their five-year
Facilities Management contract
worth £3.4m p.a.
Chief Executive’s review continued
Sector: Construction
Project: Luton & Dunstable
University Hospital
Customer: Bedfordshire Hospitals
NHS Foundation Trust
To support the need for vital new healthcare
facilities across the country, we have
delivered a new hospital building for
the people of Luton and Dunstable. Our
flagship hospital project was procured
through the Crown Commercial Service
Framework, using a design and build
approach to delivery. Working in a live
hospital environment, we used a robust
logistics methodology to ensure the
hospital remained fully operational
to prioritise patient care.
Using our healthcare experience,
we have delivered a stand-out space
that means more patients can receive
life-saving care. The project includes
a new acute services block and
ward block, housing a delivery suite,
a midwifery-led birthing unit, a neonatal
intensive care unit with parent
accommodation, an ambulatory
surgical unit, theatre suites and a
critical care unit.
Kier has delivered 24 projects in
partnership with the NHS since January
2024, totalling over £335m.
Infrastructure that matters
Read more about our projects
on our website
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Financial summary
Kier’s revenue of £4.1bn reflects solid
growth, with strong performances
achieved across the business.
Our order book has continued to grow, up
2% year-over-year to £11.0bn. Approximately
60% of the order book is under target
cost or cost reimbursable contracts, with
the remainder based on fixed priced
contracts where the risk is negotiated and
managed with our customers and supply
chain partners.
Additionally, with over 400 live projects at
any given time, we are regularly delivering
existing projects and pricing new contracts
which mitigates against any rising cost
pressures. Furthermore, we have a modest
average order size, of c.£20m, in our
Construction business, limiting our exposure
in the event a project does not go to plan.
The Group delivered adjusted operating
profit of £159.1m, representing a 6% increase
on the prior year (FY24: £150.2m) as growth
from Infrastructure Services and the
evolution of Construction mix converted to
profits, combined with a more favourable
overall mix of profitability by business. The
adjusted operating profit margin of 3.9%
represented 10bps growth on the prior year
(FY24: 3.8%). Reported operating profit
increased 10% to £113.7m (FY24: £103.1m).
Adjusted earnings per share (EPS) increased
5% to 21.6p (FY24: 20.6p) and reported EPS
increased 8% to 12.8p (FY24: 11.8p).
The Group generated £155.4m of free
cash flow in FY25 (FY24: £185.9m), driven
by strong operating cash conversion
of 125%. This reflects more normalised
working capital flows compared to FY24,
but maintains cash conversion significantly
above the long-term sustainable growth
plan target of 90%. The resulting capital
has been allocated in line with the Group’s
priorities, including increasing returns to
shareholders through a share buyback
programme, and higher dividend
payments. Furthermore, we have invested
additional capital in the Property business,
in order to optimise returns in this area.
The Group’s net cash position at
30 June 2025 was £204.1m (FY24: £167.2m)
with supplier payment days remaining
consistent with the prior year as volume
growth translated to increased cash receipts.
Average month-end net debt for the
year ended 30 June 2025 was £(49.2)m
(FY24: £(116.1)m). The strong operational
cash flow allowed the Group to continue
to reduce levels of debt, while also
providing scope to allocate capital
as mentioned above.
In January 2025, the Group fully repaid
its remaining USPP Notes and the RCF
reduced to £150m in line with both facility
agreements. This RCF, combined with the
£250m five year Senior Notes, provides the
Group with £400m of committed liquidity.
Chief Executive’s review continued
Transforming ageing infrastructure
and improving water quality
Sector: Natural Resources,
Nuclear & Networks
Project: Alderney Water
Treatment Works
Customer: Bournemouth Water
Alderney Water Treatment Works has
been supplying Bournemouth’s water
for the past 100 years, and Kier is
spearheading the transformation of
the site to ensure it delivers the highest
water quality and is future-proofed for
generations to come.
The project is part of the AMP7 framework,
and is considered one of the most
advanced water treatment modernisation
projects in the UK. As well as significantly
enhancing water quality, we are
improving sustainability and resilience
through advanced treatment technologies.
We are delivering this project in
collaboration, for Bournemouth Water
and South West Water, which are part
of Pennon Group.
Infrastructure that matters
Read more about our projects
on our website
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Capital allocation
The Group, maintains a disciplined
approach to capital allocation and
continuously reviews priorities with the
aim of maximising shareholder returns:
• Capex – ongoing investment to support
the business
• Ordinary dividend – targeting dividend
cover of c.3x earnings through the cycle
• Investment in Property – disciplined
investment in the Property segment.
ROCE target of 15% with up to £225m
of capital deployed
• Acquisitions – the Group will consider
value accretive acquisitions in
core markets
We have committed to returning any
remaining unallocated capital to shareholders:
• Incremental shareholder returns
– initial £20m share buyback
programme launched in January 2025
These priorities are underpinned by
the Group’s commitment to maintain
a strong balance sheet targeting an
average month-end net cash position.
Dividend
Given the continuing
operating and
financial progress made during the year,
the Board is proposing a final dividend of
5.2p per share and thus a total dividend
of 7.2p representing cover of 3x, compared
to 4x in FY24.
Subject to shareholder approval, the final
dividend amounting to approximately
£22.7m will be paid on 3 December 2025
to shareholders on the register at close of
business on 31 October 2025. The shares
will be marked ex-dividend on 30 October
2025. Kier has a Dividend Reinvestment
Plan (DRIP), provided by Equiniti Financial
Services Limited, which allows shareholders
to reinvest their cash dividends in our
shares. The final election date for the
DRIP is 14 November 2025.
Performance Excellence
Through our Performance Excellence
programme Kier maintains a strong
operational and financial risk
management framework across the
Group, which is embedded into contract
selection and delivery processes.
The Group’s core themes for FY25 have
been Digitalisation and Simplification
as we look to continuously improve the
operational performance of the business.
The key elements of these themes were
as follows:
• Site set-up – standardisation of site
offices and enhancing site connectivity
• Health, safety and wellbeing –
simplifying health and safety data
and sharing best practice
• Quality assurance – improving
capability and digital tools
• Functions – simplifying processes
and enhancing current systems
Supply chain partners
We continue to focus on maintaining
and growing relationships with our key
stakeholders, including our supply chain,
where many of our suppliers are valued
long-term partners of the Group.
We are pleased to report that in the period
from 1 January 2025 to 30 June 2025, the
Group’s aggregate average payment
days was 34 (H1: 33 days) and the
percentage of payments made to
suppliers within 60 days was 91% (H1: 92%).
We remain committed to further
improvements in our payment practices
and continue to work with customers and
suppliers to achieve this. We are fully
committed to complying with updated
procurement legislation including the
30-day payment requirements for small
and medium-sized firms.
Chief Executive’s review continued
Mulberry Academy London Dock school
“ Being in a spacious environment gives
you a spacious mind. I feel very grateful
to be in such a positive environment.”
Mulberry Academy London Dock student
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
“ We have continued to deliver
against our long-term
sustainable growth plan as
our operational activity converts
into high levels of profitability and
cash generation, enhancing our
balance sheet flexibility.”
Delivering much-needed
affordable housing
Sector: Property
Project: South Wokingham
joint venture
Partnership: Kier Property and
Miller Homes
A consortium between Kier Property and
Miller Homes secured planning for 1,400
new homes. The first phase of 343 homes
will be delivered through Kier Property’s
joint venture with Vistry.
The project forms part of the South
Wokingham Strategic Development
Location and 35% of the homes will be
affordable housing, including social
rent, affordable rent, and shared
ownership, meeting a critical need for
affordable homes in the area and a
key plank of the Government’s 10 Year
Infrastructure Strategy. The scheme
also includes vital amenities such
as a new primary school, public open
spaces, and a local community centre,
supporting Wokingham Borough
Council’s vision for sustainable growth
and a vibrant community. A detailed
planning application is underway,
with construction expected to begin
following approval.
This scheme demonstrates Kier
Property’s expertise in delivering
much-needed new homes, while
unlocking value through complex
planning permission process.
Environmental, Social
and Governance (ESG)
Kier’s purpose is to sustainably deliver
infrastructure which is vital to the UK
economy. Our role serving the UK
Government and regulated industries
means we are closely aligned to act
responsibly for both the environment
and the communities we service. As UK
Government contracts (above £5m p.a.)
require net zero carbon and social value
commitments, our ESG credentials are
fundamental to our ability to win work and
secure positions on long-term frameworks.
Our sustainability framework, ‘Building
for a Sustainable World’, focuses on three
pillars: Our People, Our Places and Our
Planet, with relevant metrics that report
progress. During the year we have
developed these metrics across all three
pillars and strengthened our disclosures
in these areas.
Health, Safety and Wellbeing
The Group’s 12-month rolling Accident
Incident Rate (AIR) in FY25 of 115 represents
a decrease of 25.8% compared to the
prior year (FY24: 155).
The Group’s 12-month rolling All Accident
Incident Rate (AAIR) in FY25 of 343 has
reduced by 5.5% compared to the prior
year (FY24: 363).
The improved FY25 safety performance
reflects the Group’s consistent approach
to health, safety and wellbeing; integrating
robust processes, procedures and a risk
management framework to ensure that
Kier has a high-performing safety culture.
Environment
Climate action
The current year has seen continued
progress towards meeting our carbon
reduction targets, to become net zero
carbon for Scope 1 and 2 by 2039. In FY25
we achieved a 4.3% year-on-year reduction
in Scope 1 and 2 carbon emissions. This
amounts to a 71% reduction in Scope 1
and 2 emissions since FY19.
Chief Executive’s review continued
Infrastructure that matters
Read more about our projects
on our website
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Supporting sustainable rail travel
through electrification
Sector: Transportation
Project: Wigan to Bolton
electrification
Customer: Network Rail
Following the successful acquisition and
integration of Buckingham Group, we
delivered the electrification of 9km of
railway between Wigan and Bolton as
part of the Network Rail CP6 framework
which reached its end date over the last
year ahead of the new CP7 framework.
Our work has supported the
enhancement of train journeys in the
North West by facilitating longer electric
trains, which are intended to provide
more environmentally-friendly and
quieter travel options, and support the
Government’s 2050 target of a net
zero railway.
The £100m upgrade project involved
electrifying the route and carrying out
necessary infrastructure improvements
and modifications, while undertaking
signalling improvements between
Lostock Junction and Wigan North
Western station.
Infrastructure that matters
Chief Executive’s review continued
Regarding Scope 3 (supply chain)
emissions we have begun to target
strategic supply chain partners and
materials in order to achieve meaningful
reductions. During FY25 we transferred
six key suppliers to a more granular,
activity-based inventory methodology
building towards our aim to be net zero
carbon by 2045 across our value chain.
Accreditations
In FY25, we received external verification
of our approach to delivering our
sustainability ambitions:
• Independent limited assurance from
the British Standards Institution (BSI) for
our sustainability framework measures
(outside of carbon) for the first time.
• Independent reasonable assurance
from the BSI of our carbon footprint to
ISO 14064-1 standards. This has been
in place since FY23.
As well as reducing our own carbon footprint,
Kier continues to work with its customers
to remove carbon from UK infrastructure
designs. Since FY23 Kier has achieved the
London Stock Exchange Green Economy
Mark, with 71% of our FY25 revenue derived
from green products and services,
increasing by 200bps from FY24 (69%).
Read more about our projects
on our website
Social
In FY25 we delivered £531m (FY24: £548m
1
)
of added social value through our
workforce, supply chain and the overall
positive impact on our local communities.
Emerging Talent
Attracting, developing and retaining future
talent are key to the Group delivering our
long-term sustainable growth strategy.
We offer numerous apprenticeships and
graduate programmes to achieve this.
In FY25 11.3% of our people were in formal
training and development programmes,
with the Group earning ‘Platinum’
membership of the 5% Club
2
. The Group
also welcomed 86 future graduates on
work experience placements and 179
graduates onto our graduate programme,
40.8% of which were women. We also
make places on these programmes
available to current Kier
employees who
wish to develop their careers further.
1. In FY25, we adjusted how we report social value created
by SME and VCSE spend, moving from gross reporting
to net reporting. This was in response to improving
assurance and transparency of social value data. In FY24,
we reported £583m of added social value using a gross
spend method. The equivalent value using a net spend
method is £548m.
2. 5percentclub.org.uk.
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Strategic reportOverview Corporate governance Financial statements Other information
Chief Executive’s review continued
Community engagement
In addition to the training and development
opportunities we offer our people, we
identify those with the potential to become
the next generation of talent, operating
schemes such as:
• Kierriculum: our award-winning
educational outreach programme
to inspire the next generation to work
in construction.
• STEM (Science, Technology, Engineering
and Mathematics) ambassadors: our
network of ambassadors are the bridge
between school experiences of studying
STEM topics and real-world exposure to
a career in construction.
• Open Doors Week: we participate in
Build UK’s Open Doors week which is a
nationwide programme, showcasing
the range of careers available in the
construction industry.
Built by Brilliant People
TM
Kier is Built by Brilliant People
TM
who have
been instrumental in delivering the success
of the Group to date and will continue to
do so in the future. To ensure that Kier is
the construction employer of choice we
have invested in the rewards and benefits
we offer to our people and their families:
• We are a proud Real Living Wage
employer, meaning that we have been
accredited by the United Kingdom’s
Living Wage Foundation as paying a fair
wage, which reflects the cost of living
in the UK.
• All our people receive life assurance and
access to a range of wellbeing support
including a virtual GP, confidential
advice and counselling services.
• Other initiatives include Your Voice, a
survey tracking employee engagement
and focused on wellbeing, where the
FY25 score of 80.5% represents an
increase from the previous year (76.1%
1
).
“ Kier is Built by Brilliant People
TM
who have been instrumental
in delivering the success of the
Group to date and will continue
to do so in the future.”
” We remain confident in our strong
sustainable cash generation,
allowing us to allocate capital
efficiently, utilising our integrated
capabilities to drive compounding
returns for our stakeholders.”
Summary and outlook
In the first year of our long-term sustainable
growth plan the Group delivered strongly,
with profit performance, in particular, ahead
of our initial expectations. Our adjusted
operating profit margin of 3.9% has
progressed well towards our target range of
4.0%-4.5%, while we also grew our order book
to a record £11bn, providing considerable,
multi-year revenue visibility. These
achievements, together with our strong
recurring cash flow and balance sheet
discipline, enabled us to invest further in
our Property business; commence an initial
£20m share buyback programme; and
significantly increase the level of dividends
payable to shareholders.
Building on our outperformance in
FY25, the Group has started the current
financial year well and for FY26 is trading
slightly ahead of the Board’s expectations.
Kier remains well positioned to continue
to deliver infrastructure that matters
and benefit from the UK Government’s
10 Year Infrastructure Strategy spending
commitments. We remain confident in
our strong sustainable cash generation,
allowing us to allocate capital efficiently,
utilising our integrated capabilities
to drive compounding returns for
our stakeholders.
On a personal note, it has been a privilege
to lead Kier over the last six years and to
see the Group transformed into a strong
and sustainable business with enhanced
resilience and a reinforced financial
position. That transformation has only
been possible due to the capability,
professionalism and hard work of Kier’s
teams and the support of our customers
and partners. I would like to thank them for
their support and commitment in ensuring
Kier’s continued success in delivering
infrastructure that is vital to the UK.
Finally, I would like to congratulate Stuart
on his well-deserved appointment as the
next Chief Executive of Kier and wish him
every success.
Andrew Davies
Chief Executive
1. In previous years, we reported employee engagement
based on ‘positive emotions’. This metric was based
on the average number of positive emotions selected
across our surveys. To improve our measurement
of how our people feel about working with Kier, we
have moved to an employee engagement ‘index’,
which is based on the average score across eight
questions in our survey. This evolution allows us to
better understand contributing factors to employee
engagement across a wider range of indicators. As
such, we have restated our previously reported 67%
as 76.1% according to the new methodology.
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High-quality order book underpinned by frameworks driving future growth
Order book of £11bn provides clear,
multi-year revenue visibility
Over 91% of FY26 and c.70% of FY27
revenue secured via committed orders
Longer-term revenue growth under-pinned
by £156bn* of framework positions
* Total advertised values.
Our business model
Strong cash flow generation allows
disciplined investment
Order book Frameworks
Construction
Delivers public and
private sector projects
Natural Resources,
Nuclear & Networks
Repairs, maintains and delivers
capital works for water, nuclear
and energy
Transportation
Designs, builds and maintains
highways and railways
Property
Urban Regeneration
Invests and
develops sites
Free cash flow generation
Enhancing
returns
Infrastructure services revenue
Y0 Y1 Y2 Y3 Y4 Y5
Underpinned:
5 years
Secured:
2 years +
Construction services revenue
Y0 Y1 Y2 Y3 Y4 Y5
Underpinned:
5 years
Secured:
2 years
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Market
drivers
Our marketplace
Economic and political
factors provide supportive
environment for growth
Market drivers
Macro environment
Economic and political factors provide supportive environment for growth
Economic, regulatory and political landscape
A move away from globalisation, as well as a need for increased productivity and growth is driving political and economic decision making
Economic and political factors driving long-term growth
Population growth
Longevity and
population growth
adding pressure to
health, social care
and housing
Economic growth
Construction historically
used to stimulate
economy and counter
weak economic growth
Congested transport
Impact on roads, rail
and airports through
population growth
and increased travel
Ageing infrastructure
Age of asset base
and environmental
regulations driving
maintenance and
upgrade programmes
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
Short termLong term
Devonport Royal Dockyard, Plymouth
Our KierBAM JV has completed extensive modernisation works for Babcock
International Group at their Devonport Royal Dockyard facility in Plymouth. This
work supports the maintenance of nuclear-powered submarines at Devonport.
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Our marketplace continued
UK Government and regulated industry priorities
UK Infrastructure Strategy – commitment to spend at least £725bn over next 10 years
Infrastructure Services
Transportation and Natural Resources, Nuclear & Networks – 52% of FY25 revenue
Roads and rail
• £25bn Road Investment Strategy 3 (RIS3) five years to 2031
• £8.3bn fund for potholes and other highways maintenance
• £44bn committed over five years for CP7 rail network
• Government support for HS2
Water and environment
• England/Wales Water – AMP8 £104bn to 2030
• Northern Ireland Water – £4bn to 2027
• Strategic water storage and transfer £24bn
• 10-year flood and coastal defences plan worth £7.9bn
Energy
• UK leading net zero pledge and plan to make the UK a green
energy superpower
• £100bn investment in UK energy security by 2030
1
• Greener buildings, public transport and carbon capture
• Great British Energy: £8.3bn
1. Anticipated private sector investment driven by the Government’s Ten Point Plan for Green Industrial
Revolution, Net Zero and Energy Strategy
Construction and Property
48% of FY25 revenue
Education
• Department for Educations (DfE) – launched CF25 Framework worth up to
£15.4bn – six years from January 2026 as part of overall £38bn commitment
• DfE – 431 schools to 2030 (c.90 pa)
• Local authority schools to support New Towns/ housing growth
Healthcare
• New Hospital Programme estimated at £23bn over next 10 years
• £16bn pipeline of work for NHS Trusts and other Healthcare providers
Justice and borders
• 10-year plan with £6.3bn to expand prison capacity
• Capital maintenance a priority with opportunities up to
c.£2.8bn over next five years
Defence
• Government commitment to spend 3.5% of GDP (up from 2.3%) on defence
• £5.1bn Defence Estate Optimisation Portfolio
• Single Living Accommodation alliance to build 16,000 new bedspaces
for armed forces
Housing maintenance
• Retrofitting and maintenance of public housing particularly in high-density
urban areas
Urban regeneration
• £39bn affordable homes programme (10-year plan)
• Geographic redistribution and regeneration including 100 new towns
submitted for consideration
• 20,000 homes, along with new schools and health facilities and an ambition
to unblock 700,000 homes across 350 sites
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Our access to UK infrastructure via frameworks
Our marketplace continued
Construction
£35bn
Infrastructure Services
£29bn
Addressable market
1. Excludes Property which has access to a further £2bn of GDV through
JV partnerships.
2. Includes c.£2.6bn of Water addressable market.
Infrastructure
Other New
2
Infrastructure
Other Repairs
& Maintenance
2
Roads New
Annual
addressable
market
£64bn
1
23%
2%
5%
12%
18%
13%
8%
Roads Repairs
& Maintenance
The importance of frameworks
Frameworks are our main route to market, with nearly all major public sector work awarded through these
agreements. As such, Kier remains focused on maintaining and growing our positions on both local and
national frameworks.
We have places on framework agreements with an advertised value of up to £156bn across all of our core
markets covering both national and regional geographies.
£725bn opportunity
UK Government commitment to 10 year Infrastructure Strategy
with 3 year spending settlements confirmed in June 2025
£156bn addressable market
Our framework positions
£11bn
Our order book
Health Education Other
Construction
£69bn
Other
Infrastructure
£7bn
Affordable
Housing
£6bn
Defence Nuclear Rail &
Roads
£6bn
Water
£15bn £3bn£3bn£39bn £8bn
Commercial
Industrial
Public
Non-Housing
Repairs &
Maintenance
Private
Repairs &
Maintenance
Public
6%
13%
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Our strategy
Leveraging
our market
positions
Our strategy focuses on leveraging
our attractive market positions to
sustainably deliver infrastructure
which is vital to the UK
Long-term sustainable growth plan
Revenue
GDP + growth through the cycle
Adjusted operating margin target
4.0-4.5% in 3 to 5 years
Cash flow conversion of operating profit
c.90%
Balance sheet
Average net cash position with investment of surplus cash
Sustainable dividend policy
c.3x earnings cover through the cycle
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Strategic objective Why What have we done Next steps
Leverage our
attractive market
share positions in
growing markets
• Supports the UK Government
in delivering much-needed
infrastructure, particularly in areas
impacted by historical under investment
as well as the decarbonisation agenda
(water, environment, energy, affordable
housing and housing maintenance)
• Closely aligned Group capabilities to UK Government priorities
• Developed our integrated 360 approach through key
interconnected capabilities delivering significant synergies
across the business
• 91% of revenue from UK Government or regulated industries
• Supporting our customers’ infrastructure
needs that are driven by structural factors
such as population growth, transportation
pressures, aged infrastructure, energy
security and climate change
Maintain and
enhance long-term
customer
relationships
• Supports our customers with their
long-term capital investment and
maintenance of their assets, as well
as their environmental and
social commitments
• Long-term frameworks require strong
relationships with the UK Government,
regulated and blue-chip partners,
together with sector expertise
• Order book of £11bn with 91% of FY26 revenue secured
• Framework positions of £156bn (total advertised value)
• >50% of revenue from frameworks
• Continue to align the Group to our
customers’ needs and the increasing shift
to long-term partnerships and delivering
value for money
• Continue to deliver projects on time, to budget
and in line with customer requirements
Resilient and
well-balanced
portfolio
• Enables the Group to reduce risk
and maximise opportunities
• Unlocks synergies from
integrated business
• Develops a platform to attract and
retain people talent
• Supports supply chain relationships
with suppliers which deliver our projects
• Continued deleveraging, allocating the cash generated
from our Infrastructure Services and Construction segments,
investing for future growth from our Property segment
• Attraction and retention of talent through our people
programmes, including:
• Culture workshops and launch of our nine healthy behaviours
supporting the growth of both Kier and our people
• Improved measurement of performance through launch
of our Balanced Performance Scorecard
• Relationships with supply chain developed and
retained through:
• Prompt Payment Code adherence
• Training via the Supply Chain Sustainability School
• Infrastructure Services and Construction
– winning market opportunities from UK
Government spending and UK asset owner
investment plans
• Property – employing additional capital
efficiently and delivering target returns
Deliver disciplined
growth, consistent
profitability and
cash generation
• Fundamental to a sustainable business • Revenue growth of 3% to £4.1bn
• Adjusted operating profit growth of 6% to £159.1m,
a margin of 3.9%
• Free cash flow of £155.4m (FY24: £185.9m) with a
conversion of 125%
• Increased shareholder returns:
• Proposed full year dividend of 7.2p, at 3x cover
• Share buyback programme: £6.4m purchased in the year
• Continue to grow the business
with discipline
• Win new business with low-risk profiles
and attractive margins
• Monitor risk at every stage of the project
Our strategy continued
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Our key performance indicators
Financial
Link to strategic objectives:
1
Leverage our attractive market share positions
in growing markets
2
Maintain and enhance long-term
customer relationships
3
Resilient and well-balanced portfolio
4
Deliver disciplined growth, consistent
profitabilityandcashgeneration
R
Link to remuneration
Total Group revenue including
joint ventures
1
£4.1bn
Free cash flow
4
£155.4m
Net cash – 30 June
5
£204.1m
Net debt – average
5
£(49.2)m
Dividend
6
7.2p
Adjusted earnings per share
1,3
21.6p
Order book
£11.0bn
Adjusted operating profit
1,2
£159.1m
FY25
FY24
£4.1bn
£4.0bn
FY25
FY24
£155.4m
£185.9m
FY25
FY24
£159.1m
£150.2m
FY25
FY24
£204.1m
£167.2m
FY25
FY24
21.6p
20.6p
FY25
FY24
£(116.1)m
£(49.2)m
FY25
FY24
£11.0bn
£10.8bn
FY25
FY24
7.2p
5.2p
The growth in revenue is predominantly driven
by increased activity in the Infrastructure Services
segment, which reported revenue growth of 7.4%
compared to the prior year primarily due to the
ramp up in Water (AMP 8) related activity.
Strategic objectives:
1
2
4
The Group generated a free cash inflow during the
year driven by a strong operational performance.
The free cash inflow was lower than prior year due
to the FY24 working capital inflow benefiting from a
17% year-on-year increase in revenue compared to
a 3% increase in FY25.
Strategic objectives:
4
R
The Group’s net cash position has improved
compared to prior year due to the strong free
cash generation, partly offset by investment
in Property JVs and returns to shareholders.
Strategic objectives:
4
The Group generated operating profit and a
working capital in flow which was used to invest in
our Property business and to commence a share
buyback programme, pay dividends and make
pension deficit repayments.
Strategic objectives:
4
R
The Board have proposed, subject to shareholder
approval, a final dividend of 5.2p per share. The
total dividend of 7.2p represents a cover of 3x.
Strategic objectives:
1
2
3
Adjusted earnings per share has increased due
to the improved profit generation of the Group.
Strategic objectives:
2
3
4
R
The order book remains strong and is underpinned
by high-quality and profitable work.
Strategic objectives:
1
2
3
Adjusted operating profit has increased primarily
due to an improvement in the impact of
management actions undertaken, increased
Property transactions as well as volume/price/mix
changes. These are partly offset by cost inflation
experienced across the business.
Strategic objectives:
2
3
4
R
1. See consolidated income statement on page 129.
2. Seenote5totheconsolidatedfinancialstatements.
3. Seenote12totheconsolidatedfinancialstatements.
4. Seefinancialreviewonpage28.
5. Seenote21totheconsolidatedfinancialstatements.
6. Seenote11totheconsolidatedfinancialstatements.
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Link to strategic objectives:
1
Leverage our attractive market share positions
in growing markets
2
Maintain and enhance long-term
customer relationships
3
Resilient and well-balanced portfolio
4
Deliver disciplined growth, consistent
profitabilityandcashgeneration
R
Link to remuneration
Non-financial
Our key performance indicators continued
FY25
FY24
115
155
FY25
FY24
80.5%
76.1%
FY25
FY24
6.9
7.4
FY25
FY24
169.4
200.5
Payment performance
34 days
FY25 H2
FY25 H1
34 days
33 days
Safety – Group Accident
Incident Rate (AIR)
115
Employee engagement index
1
80.5%
Achieve year-on-year improvement in the
Group AIR. Remain below the Health and
Safety Executive benchmark for the UK
The Group’s monthly 12-monthly rolling Accident
Incident Rate (‘AIR’) of 115 represents a decrease
of 25.8% compared to 155 in FY24.
The Group’s 12-month rolling All Accident Incident
Rate (‘AAIR’) of 343 is a decrease of 5.5% compared
to 363 in FY24.
The improved FY25 safety performance reflects the
Group’s consistent approach to health, safety and
wellbeing: integrating robust processes, procedures
and a risk management framework to ensure that
Kier has a high-performing safety culture.
Strategic objectives:
1
2
R
Achieve continuous improvement scores
in employee engagement surveys
We continue to engage with our people through
the Your Voice surveys, which showed an 80.5
1
%
engagement index, demonstrating the impact
of our culture programme and recognition of the
steps we take to implement colleague feedback.
Strategic objectives:
1
2
R
Scope 1 and 2 carbon intensity
6.9
Scope 3 carbon intensity
169.4
Achieve a continuous reduction in Scope 1 and 2
carbon intensity in line with SBTi
2
-validated targets
We have achieved a 6.8% decrease in our Scope
1 and 2 carbon intensity against FY25 – a 70.9%
decrease against our FY19 baseline. This is in
line with our net zero carbon targets.
Strategic objectives:
1
2
R
Achieve a continuous reduction in Scope 3 carbon
intensity SBTi
2
-validated targets
We have achieved a 15.5% decrease in our Scope 3
carbon intensity against FY24 – a 45.7% 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 objectives:
1
2
1. In previous years, we reported employee engagement based on ‘positive emotions’. This metric was based on
the average number of positive emotions selected across our surveys. To improve our measurement of how our
people feel about working with Kier, we have moved to an employee engagement ‘index’, which is based on the
average score across eight questions in our survey. This evolution allows us to better understand contributing
factors to employee engagement across a wider range of indicators. As such, we have restated our previously
reported 67% as 76.1% according to the new methodology.
2. Science Based Targets initiative.
Maintain a good relationship with supply
chain partners
In line with the Prompt Payment Code, our latest
Duty to Report on Payment Practices and Reporting
submission covers the period from 1 January 2025
to 30 June 2025, showing the Group’s aggregate
average payment days had increased by 1 day
(H1: 33 days).
We remain committed to further improvements in
our payment practices and continue to work with
both customers and suppliers to achieve this. We
are fully committed to complying with the 30-day
payment requirements for small and medium
sized firms.
Strategic objectives:
1
2
Kier Group plc Annual Report and Accounts 2025
21
Strategic reportOverview Corporate governance Financial statements Other information
Operational review
Customer-first
delivery across
our chosen
sectors
Infrastructure Services – 52% of FY25 Group revenue
Year ended
30 June 2025
Year ended
30 June 2024 Change
Revenue (£m) 2,136.0 1,988.3 7%
Adjusted operating profit (£m)
1
111.0 112.3 (1)%
Adjusted operating margin (%) 5.2 5.6 (40)bps
Reported operating profit (£m) 89.5 88.7 1%
Order book (£bn) 6.5 6.4 2%
1. Stated before adjusting items of £21.5m (FY24: £23.6m).
Key contract wins include:
• Secured our first contracts on
Southern Water’s AMP8 framework,
working on clean and waste water
schemes, totalling c.£45m.
• 87% of revenue secured for FY26
Infrastructure Services comprises the
Transportation and Natural Resources,
Nuclear & Networks businesses.
The Transportation business division
undertakes design, build and maintenance
of assets primarily in the road, rail and
aviation sectors.
The business benefited from the start of
several contracts won in previous periods
and the continued successful delivery of
works for HS2. This has been partly offset
by anticipated delays in finalising the new
phase of the Road Investment Strategy
(RIS3) as well as a later than anticipated
start to work under Control Period 7 (CP7)
for our rail business.
The Natural Resources, Nuclear & Networks
division delivers long-term contracts in
maintenance and capital projects to the
water, nuclear and energy sectors as well
as the protection of habitats and communities
in our natural environment
and waterways.
The business is well-positioned
to benefit
from the increase in opportunities from
the new water spending cycle (AMP8) as
well as growth in the environment and
energy sectors.
During the period we saw marked revenue
growth in Water and Nuclear, as we start
to fulfil projects delivered under these new
spending cycles.
Currently, the Group is working with a
total of 9 customers through 17 frameworks
with an advertised value of up to £15bn.
In addition to the Government’s £104bn
long-term commitment to the AMP8
investment programme, the Group is
seeing opportunities to grow market
share by broadening support for natural
water management.
Hinkley Point C, Somerset
We are helping to build the UK’s first
nuclear power station in a generation.
Toddbrook Reservoir, Derbyshire
In 2019, following unprecedented
flooding, we supported the emergency
repair of the dam. Since then, we have
worked with the Canal & River Trust on
the reservoir’s restoration.
Highways maintenance,
Northamptonshire
We are working with North
Northamptonshire and West
Northamptonshire councils on
upgrades and maintenance
across a 4,324km road network.
Revenue increased 7% against the
prior year reflecting the continued
acceleration of HS2 works together with
growth in the water and nuclear sectors.
Adjusted operating profit reduced by 1% to
£111.0m (FY24: £112.3m) reflecting the benefit
of a one-off £6m customer claim in the
prior year, excluding which underlying
growth would be 4%. Adjusting items include
the amortisation of contract rights from the
Buckingham and other acquisitions.
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Construction – 47% of FY25 Group revenue
Year ended
30 June 2025
Year ended
30 June 2024 Change
Revenue (£m) 1,910.5 1,907.8 -%
Adjusted operating profit (£m)
1
75.0 69.2 8%
Adjusted operating margin (%) 3.9 3.6 30bps
Reported operating profit (£m) 54.9 59.6 (8)%
Order book (£bn) 4.5 4.4 2%
1. Stated before adjusting items of £20.1m (FY24: £9.6m).
Key contract wins include:
• Awarded a more than £100m contract to
deliver additional prison places at HMP
Northumberland, as part of the Small
Secure Houseblocks (SSHP) Alliance
for the Ministry of Justice (MoJ)
• Education – awarded four projects
worth c.£210m
• Kier Places – appointed by Wiltshire
Council to their five-year Facilities
Management contract worth £3.4m p.a.
• 95% of revenue secured for FY26
The Construction segment comprises
both regional and large scale strategic
projects, together with property
management
services (Kier Places).
The business delivers schools, hospitals,
prisons and defence estate optimisation,
as well as commercial, residential and
heritage buildings for local authorities,
the Ministry of Justice, other government
departments, and the private sector.
Defence Estate Optimisation Portfolio
We are working on design and build projects
supporting the Defence Estate Optimisation Portfolio.
Photo credit: Crown copyright 2022
Quieter Neighbourhood Support Scheme, Heathrow
Kier Places is using its expertise to reduce noise pollution for
communities and residents around Heathrow Airport.
Photo credit: Heathrow Airport Limited
Operational review continued
Revenue remained in line with the prior
year overall, with growth from both
regional and strategic projects such as
the successful hand over of HMP Millsike
during FY25 offsetting the exit of some
lower margin contracts within Kier Places.
Work also commenced on the HMP
Glasgow project towards the end of
FY25 with full activity levels anticipated
to be reached in the second half of FY26.
Adjusted operating profit increased 8%
to £75m driven by the improved business
mix, including the Kier Places contract
management mentioned above. Adjusting
items include £17m relating to fire and
cladding compliance costs.
As a regional Tier 1 contractor, we continue
to be well placed to benefit from the
UK Government’s focus on spending to
improve under-invested assets such as
schools, hospitals and custodial services,
where our Construction business has
specialist expertise.
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Strategic reportOverview Corporate governance Financial statements Other information
Operational review continued
Logistics City, Bracknell
A key industrial project supporting
last-mile logistics to meet changing
consumer demand, and Kier Property’s
first EPC A+ industrial scheme with a
BREEAM Outstanding rating.
Property – 1% of FY25 Group revenue
Year ended
30 June 2025
Year ended
30 June 2024 Change
Revenue (£m)
1
38.4 71.0 (46)%
Adjusted operating profit (£m)
2
12.2 6.2 97%
Adjusted operating margin (%) 31.8 8.7 2,310bps
Reported operating profit (£m) 12.2 1.9 542%
Capital employed (£m) 198 166 19%
ROCE (%) 6.7 3.9 280bps
1. Revenue of the Group and its share of revenue from joint ventures
2. Stated before adjusting items of £nil (FY24: £4.3m).
Watford Riverwell, Watford
“ This pioneering 20-year partnership between the Watford Borough
Council and Kier Property has delivered high-quality mixed-use homes
(including affordable), award-winning infrastructure, and a riverside
park - making it a model for sustainable urban regeneration.”
Elected Mayor of Watford, Peter Taylor
• Planning secured for:
• Six Trade City industrial units at
Maple Cross
• 55 homes in Saffron Walden under the
Vistry Joint Venture
• Construction phase:
• Eleven Trade City units at Bognor Regis
• Ten Trade City units at St Albans
• Acquired a four-acre site at
Sharston, Manchester
• Further development at Watford with
development starting on new Town
Square, Riverwell Square
The Property business invests in and
develops mixed-use commercial and
residential schemes across the UK, largely
through joint ventures. For FY25, Property
generated revenue of £38.4m (FY24: £71.0m)
reflecting a large one-off asset sale
(Southampton) in the prior year, as well as
a higher proportion of land (vs. building)
sales overall. In FY25 Property transaction
volumes grew to nine (from five in the prior
year), driving the growth in adjusted
operating profit to £12m (FY24: £6m).
The Group is focused on the disciplined
expansion of the Property business
through select investments and strategic
joint ventures, targeting a consistent ROCE
of 15% by 2028. As at 30 June 2025, the
capital employed in the Property segment
was £198m excluding third-party debt and
fair value gains. We expect to increase the
average capital employed towards
£225m, while reinvesting to deliver more
consistent returns over the medium term.
The ROCE result for FY25 demonstrates
modest but steady progress, particularly
in the second half of the year, towards the
targeted level of returns as the property
portfolio continues to season and overall
capital employed approaches more
optimal levels.
The Corporate segment comprises the costs of the Group’s central functions which
have increased over the prior year due to underlying cost inflation and investment in
people and systems to support the Group’s growth in operational activity. Net adjusting
items of £3.8m in the year primarily relate to corporate property.
Financial data for our segments can be found in the segmental reporting note on page 147
Kier Group plc Annual Report and Accounts 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Financial review
Improved
investor
returns
Summary of financial performance
Adjusted
1
results Statutory reported results
30 June
2025
30 June
2024 Change %
30 June
2025
30 June
2024 Change %
Revenue (£m) – total 4,087.8 3,969.4 3.0 4,087.8 3,969.4 3.0
Revenue (£m)
– excluding JVs 4,077.1 3,905.1 4.4 4,077.1 3,905.1 4.4
Profit from operations (£m) 159.1 150.2 5.9 113.7 103.1 10.3
Profit before tax (£m) 125.4 118.1 6.2 78.1 68.1 14.7
Earnings per share (p) 21.6 20.6 4.9
12.8 11.8 8.5
Total dividend per share (p)
7.2 5.2 38.5
Free cash flow (£m) 155.4 185.9 (16.4)
Net cash (£m) 204.1 167.2 22.1
Net debt (£m) – average
month-end (49.2) (116.1) 57.6
Order book (£bn) 11.0 10.8 1.9
1. Reference to ‘Adjusted’ excludes adjusting items, see note 5.
Introduction
The Group performed well during the year,
with further improvement in the order
book being converted into revenue and
profit growth
. The Group continues to
deleverage with average month-end debt
improving significantly as a result of the
focus on operational delivery and
cash management.
The Group delivered growth of 3.0%
giving total revenues of £4,087.8m
(FY24: £3,969.4m) and which helped
generate an adjusted operating profit
of £159.1m (FY24: £150.2m).
The continued strong operational
performance led to a 10.3% increase in
operating profit to £113.7m (FY24: £103.1m)
and an increase in profit before tax to
£78.1m (FY24: £68.1m).
Adjusting items were £47.3m (FY24: £50.0m).
The current period charge includes £21.6m
of amortisation of intangible contract
rights and £17.0m of fire and cladding
compliance costs.
Net finance charges for the period were
£35.6m (FY24: £35.0m), broadly in line with
the prior year.
Adjusted earnings per share increased
by 4.9% to 21.6p (FY24: 20.6p).
“ Positive free cash flow has
allowed the Group to further
invest in its Property division joint
ventures, commence a share
buyback programme and
improve dividend cover to 3x.”
Simon Kesterton
Chief Financial Officer
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Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
The Group generated a free cash inflow
of £155.4m during the year (FY24: £185.9m),
driven by strong operating cash conversion
of 125%. The reduction compared to FY24 is
due to the prior year working capital inflow
benefiting from a year-on-year increase
in revenue of 17%, whilst FY25 has had
more modest revenue growth of 3.0%.
In addition, interest payments increased
compared to the prior year as a result of
the Senior Notes issued in February 2024.
Out of its free cash flow, the Group has
invested in its Property division joint ventures,
commenced a share buyback programme,
paid dividends, adjusting items and pension
deficit obligations and purchased existing
Kier shares on behalf of its employees.
Net cash at 30 June 2025 of £204.1m
was significantly improved compared
to the prior year (FY24: £167.2m).
Average month-end net debt for the
year ended 30 June 2025 was £(49.2)m
(FY24: £(116.1)m), a significant reduction
from the prior year end.
The Group continued to win new, high
quality and profitable work in its markets
on terms and rates which reflect the Group’s
bidding discipline and risk management.
The order book increased to £11.0bn,
a 1.9% increase since the year-end
(FY24: £10.8bn). Approximately 91% of
revenue for FY26 is already secured
which provides certainty for next year.
Revenue
The following table bridges the Total Group
revenue from the year ended 30 June 2024
to the year ended 30 June 2025.
£m
Total Group revenue for the year
ended 30 June 2024 3,969.4
Infrastructure Services 147.7
Construction 2.7
Property and Corporate (32.0)
Total Group revenue for the year
ended 30 June 2025 4,087.8
Total Group revenue grew by £118.4m in
the year, primarily through its Infrastructure
Services business, which reported revenue
growth of 7.4% compared to the prior year
primarily due to the ramp up in AMP8
related activity.
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 results 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 nonrecurring 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 2024 150.2
Volume/price/mix changes 0.6
Property transactions, net of valuation gains 6.0
Cost inflation (9.3)
Management actions 11.6
Adjusted operating profit for the year ended 30 June 2025 159.1
A reconciliation of reported to adjusted operating profit is provided below:
Operating profit Profit before tax
30 June
2025
£m
30 June
2024
£m
30 June
2025
£m
30 June
2024
£m
Reported profit 113.7 103.1 78.1 68.1
Amortisation of acquired intangible assets 21.6 23.2 21.6 23.2
Fire compliance costs 17.0 15.0 17.0 15.0
Property-related items 4.8 7.2 4.8 7.2
Recycling of foreign exchange – (5.9) – (5.9)
Refinancing fees – 4.5 – 4.5
Net financing costs – – 1.9 2.9
Other 2.0 3.1 2.0 3.1
Adjusted profit 159.1 150.2 125.4 118.1
Additional information about these items
is as follows:
• Amortisation of acquired intangible
assets £21.6m (FY24: £23.2m): Comprises
the amortisation of acquired contract
rights through the acquisitions of MRBL
Limited (Mouchel Group), May Gurney
Integrated Services plc, McNicholas
Construction Holdings Limited and the
Buckingham Group.
• Fire and cladding compliance costs
£17.0m (FY24: £15.0m): 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 period is
for those projects where the Group has
confirmed liability and has a reasonable
estimate of the cost to rectify the
issues identified, less any confirmed
insurance recoveries.
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Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
• Property-related items £4.8m (FY24: £7.2m)
:
This includes costs relating to vacated
corporate offices, including the purchase
and subsequent sale of a vacant leasehold
office in Manchester, which allows the
Group to de-risk the balance sheet
and eliminate future rental payments.
In addition, costs have been included in
relation to the relocation and rationalisation
of the Group’s corporate offices in London.
This rationalisation is now complete and
the Group expects no further adjusting
items in respect of corporate offices.
• Other £2.0m (FY24: £3.1m): Other costs
consist of a payment made to settle
part of an insurance-related claim
that has previously been treated
as an adjusting item.
Earnings per share
Earnings per share (EPS), before adjusting
items, amounted to 21.6p (FY24: 20.6p).
Reported EPS, after adjusting items,
from continuing operations amounted
to 12.8p (FY24: 11.8p).
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 period were
£35.6m (FY24: £35.0m).
Interest on bank borrowings and Senior
Notes amounted to £30.8m (FY24: £31.5m),
the decrease being as a result of the lower
average month-end net debt. The Group
was able to partially mitigate the risk of
higher interest rates with a £50m interest
rate swap which expired in June 2025.
Lease interest was £9.1m (FY24: £9.5m).
The Group had a net interest credit of
£4.3m (FY24: £5.7m) in relation to the
defined benefit pension schemes which
has arisen due to the overall pension surplus.
We anticipate that this will be a c.£2.5m
credit in FY26.
The Group continues to exclude lease
liabilities from its definition of net cash/(debt).
Dividend
The Board reinstated a dividend in FY24.
Through the cycle, the Board’s target is
to deliver a sustainable dividend, covered
3x by adjusted earnings and in a payment
ratio of approximately one-third interim
dividend and two thirds final dividend.
As a result, the Board has proposed, subject
to shareholder approval, a final dividend of
5.2p per share (FY24: 3.5p) which together
with the interim dividend of 2.0p represents
3x adjusted earnings cover.
Balance sheet
Net assets
The Group had net assets of £517.2m
at 30 June 2025 (FY24: £520.1m).
Goodwill
The Group held intangible assets of
£608.4m (FY24: £638.2m) of which goodwill
represented £543.5m (FY24: £543.5m).
The Group completed its annual review of
goodwill assuming a pre-tax discount rate
of 13.5% (FY24: 12.4%) and concluded that
no impairment was required.
The Infrastructure Services 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 significant deferred tax
asset of £136.7m recognised at 30 June 2025
(FY24: £133.1m) primarily due to historical
losses. The year-on-year increase in the
asset is driven by the tax impact of the
actuarial pension losses in the year, partly
offset by 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
seven years (FY24: eight years).
A tax credit of £8.5m (FY24: £11.6m)
has been
included within adjusting items.
Right-of-use assets and lease liabilities
At 30 June 2025, the Group had right-of-use
assets of £96.5m (FY24: £95.0m) and
associated lease liabilities of £151.1m
(FY24: £173.1m). The movements at each
balance sheet date, reflect operational
equipment requirements less associated
depreciation and lease repayments.
Investment properties
As at 30 June 2025, the Group had
investment properties of £100.6m
(FY24: £104.9m).
The Group had long-term leases on three
office buildings which were formerly
utilised
by the Group that have been vacated
and
are now leased out to third parties, as well
as one freehold property no longer used by
the business that is being held for capital
appreciation. These are all held as
investment properties.
During the period the Group disposed of
one of the leasehold properties (Fountain
Street, Manchester), and moved back into
the vacant floors in Foley Street, London.
In addition, the Group’s Property business
invests and develops primarily mixed-use
commercial and residential schemes and
sites across the UK. Four of these sites are
held as investment properties.
Investment in JVs
A number of projects within the Property
division are developed alongside joint
venture partners. Investment in JVs at
30 June 2025 was £145.8m (2024: £91.7m),
an increase of 59%, and is as a result of
the commitment to further invest in the
Property business.
Contract assets & 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 2025, total contract
assets amounted to £374.0m (FY24: £358.1m).
Contract liabilities were £168.0m
(FY24: £128.4m).
Retirement benefits obligation
Kier operates a number of defined benefit
pension schemes. At 30 June 2025, the
reported surplus, which is the difference
between the aggregate value of the
schemes’ assets and the present value
of their future liabilities, was £47.2m
(FY24: £80.5m), before accounting for
deferred tax, with the movement in the
period primarily as a result of actuarial
losses of £42.5m (FY24: £36.5m).
The net actuarial loss is due to lower than
assumed asset returns, partially offset
by changes in financial assumptions, in
particular higher corporate bond yields
leading to decreased pension scheme
liabilities. In addition, deficit reduction
contributions have further reduced the
schemes’ liabilities.
The Group has started the process of
agreeing its triennial pension valuations,
which are due to be completed by June 2026.
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Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
Free cash flow and net cash
30 June
2025
£m
30 June
2024
£m
Operating profit 113.7 103.1
Depreciation of owned assets 5.6 8.3
Depreciation of right-of-use assets 46.1 39.0
Amortisation 38.7 33.8
EBITDA 204.1 184.2
Adjusting items excluding adjusting amortisation and interest 23.8 23.9
Adjusted EBITDA 227.9 208.1
Working capital inflow 27.7 68.4
Net capital expenditure including finance lease capital payments (64.9) (57.3)
Joint Venture dividends less profits 5.4 0.7
Other free cash flow items 3.1 (2.8)
Operating free cash flow 199.2 217.1
Net interest and tax (43.8) (31.2)
Free cash flow 155.4 185.9
2025
£m
2024
£m
Net cash at 1 July 167.2 64.1
Free cash flow 155.4 185.9
Adjusting items (17.8) (36.7)
Net investment in Joint Ventures (51.0) (18.2)
Pension deficit payments and fees (7.8) (9.2)
Net purchase of own shares (16.1) (3.7)
Acquisition of Buckingham – (9.4)
Dividends paid (24.1) (7.3)
Other (1.7) 1.7
Net cash at 30 June 204.1 167.2
The Group generated £155.4m of free cash flow in FY25 (FY24: £185.9m), driven by strong
operating cash conversion of 125%. This reflects more normalised working capital flows
compared to FY24, due to the FY24 working capital inflow benefiting from a 17% increase
in revenue compared to a 3% increase in FY25. The Group delivered a net cash position
of £204.1m at 30 June 2025 (FY24: £167.2m).
The average month-end net debt position
is better than the comparative year at
£(49.2)m (FY24: £(116.1)m). The business
generated adjusted operating profit and
positive working capital which was used
to invest in our Property business joint
ventures, commence a share buyback
programme, pay dividends, adjusting
items, tax and interest, pension deficit
obligations, and purchase existing Kier
shares on behalf of employees. Capital
employed in our Property division
increased from £166m at 30 June 2024,
to £198m at 30 June 2025.
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 £9.7m (FY24: £3.7m).
A further £6.4m (FY24: £nil) 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 period.
Treasury facilities
At 30 June 2025, the Group had committed
debt facilities of £400m, as well as access
to uncommitted short-term borrowing
facilities, such as overdrafts.
The committed facilities comprised
£250m Senior Notes and £150m Revolving
Credit Facility.
In January 2025 the Group repaid
the remaining £37.3m USPP notes and
reduced its RCF facility by £111m, the
repayments having been made from
operating free cash flow.
With £400m of facilities, consisting of £250m
Senior Notes maturing in February 2029
and a £150m RCF expiring in March 2027,
the Group has significant committed
funding to support its evolved long-term
sustainable growth plan.
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.
The US dollar denominated USPP notes
were hedged with fixed cross-currency
swaps at inception to mitigate the foreign
exchange risk. Following the repayment of
the final USPP notes in January 2025 these
swaps have now matured.
One non-recourse, project specific, property
joint venture loan is hedged using an interest
rate derivative to fix the cost of borrowing.
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 2025
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Strategic reportOverview Corporate governance Financial statements Other information
Financial review continued
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 twelve 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
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 2025, taking
account of its current position and the
potential impact of the Group’s principal
risks and uncertainties (the PRUs) which
is 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.
Within the assessment period, the Group’s
revolving credit facility is scheduled to
expire (March 2027). Working with lenders
and its advisors, the Board is confident in
the Group’s ability to access a number of
available funding markets to achieve an
appropriate capital structure to support
the Group’s strategic objectives; and
would expect to complete a refinancing
by March 2026.
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 have
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.
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 2025
29
Strategic reportOverview Corporate governance Financial statements Other information
ESG report
Responsible
business
underpinning
sustainable
growth
“ Kier is built by brilliant people,
who are committed to delivering
on our purpose and ambitions
every day. Our strong ESG
performance reflects their focus
and skill to responsibly deliver
infrastructure that matters to
our people, our places, and
our planet.”
Louisa Finlay
Chief People Officer
Read our Sustainability report on pages 33–44
Read our People report on pages 44–53
Reduction in operational
carbon emissions
(Scope 1 and 2)
1
70.9%
Reduction in value
chain carbon
emissions (Scope 3)
4
29.5%
1. Since baseline year FY19.
2. See note 1 on page 45.
3. See note 1 on page 34.
4. Since baseline year FY22.
5. See note 2 on page 34.
6. See note 1 on page 37.
Employee
engagement index
2
80.5%
Apprentices in
Kier’s workforce
5
590
Finding solutions to the environmental and
social challenges facing our business, as
well as our people, places and planet is
essential to our ability to deliver on our
purpose to sustainably deliver infrastructure
that is vital to the UK.
We are focused on achieving sustainable
growth through our delivery of infrastructure
that matters, growth which supports a
sustainable transition towards a greener,
fairer, resilient and inclusive economy,
and which is underpinned by strong
business performance.
We do this by ensuring that environmental,
social and governance (ESG) considerations
are integrated into our corporate governance
structures and into our business decisions
and actions. As a strategic supplier
to the UK
Government, doing so is fundamental
to our
ability to win work and secure positions on
long-term frameworks; UK Government
contracts with a value of or above £5m
per annum require net zero carbon and
social value commitments.
In our ESG report, we explore the challenges
we face; the solutions we implement; and
the outcomes we achieve for our stakeholders
,
from our shareholders to our people to the
communities we serve. We do this in two
chapters, which correspond to how we
approach sustainability and people topics,
both strategically and operationally.
People in formal training
and development
programmes
3
11.3%
Spent with SMEs
and VCSEs
6
£1.5bn
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Strategic reportOverview Corporate governance Financial statements Other information
Mansfield SuDS, Nottinghamshire
We built a long-lasting solution that positively
impacts the community of Mansfield.
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: Group Managing Director
ESG Committee and Leadership Forums
Executive
Group Managing Director
ESG Committee
Chair: Chief Executive
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 People Officer
Scope: Lead implementation of Building
for a Sustainable World framework and
commitments across all divisions.
Management*
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
Working groups / task and finish groups
Chair: Nominated subject matter experts
Scope: Explore and action specific focus areas to support
our sustainability framework as required by the pillar groups.
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.
Foundations
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.
* Management of climate and nature-related dependencies, impacts, risks and opportunities is integrated into our overarching governance.
Strategic oversight
of ESG matters
In the framework adjacent, we outline
how we strategically manage and
ensure governance and compliance in
environmental and social sustainability
topics, and in people topics (health, safety
and wellbeing, diversity and inclusion, talent
development and culture). Collectively,
these topics are termed ‘ESG matters’. How
we relate the oversight of these topics to
our wider governance and compliance
approaches is laid out from page 60.
Ensuring that ESG matters are effectively
governed is a strategic opportunity for Kier.
We ensure that all levels of our business are
both aware of ESG matters and empowered
to manage them. In so doing, we increase
integrated management of the risks and
opportunities created by these topics.
Dedicated ‘working groups’ and ‘task and
finish groups’ focus on individual topics,
whilst our overarching governance structure,
led by our ESG Committee and guided
by our milestone plans, ensures we make
meaningful progress.
ESG report continued
Sustainability framework governance
Responsible business underpinning sustainable growth continued
Kier Group plc Annual Report and Accounts 2025 31
Strategic reportOverview Corporate governance Financial statements Other information
ESG report continued
Governance and risk management
We integrate ESG matters into the Group’s
operational governance processes, as well
as its risk management framework
through our principal risks and uncertainties
(PRUs) and operational risk processes.
In 2024, we expanded our climate change
principal risk to include other aspects of
sustainability determined relevant by our
double materiality assessment.
Further details on Kier’s risk management
approach are set out in the Risk
management section from page 60, which
also contains more detail on health, safety
and wellbeing, people and sustainability
PRUs, as well as mitigating actions.
Integrated operational governance
Operational governance procedures are
reviewed through a lens which considers
environmental and social sustainability
(in addition to people topics), using a
continual improvement approach to
ensure that these matters continue to
be effectively integrated into how we
operate at every level. Compliance
policies, training and their effectiveness
are reviewed under a rolling programme
of external expert reviews and end user
feedback to make sure that we meet our
compliance obligations and our people
understand their part in that.
Verifying our ESG performance
As part of our commitment to reporting,
with governance and transparency, on our
ESG performance, we follow a multi-level
framework of assurance, including
comprehensive internal verification and
audit, as well as third-party assurance
of key metrics.
In FY25, we obtained independent limited
assurance from the British Standards
Institution
(BSI) for our Building for a
Sustainable World framework measures
for the first time.
This result complements existing independent
reasonable assurance of our carbon metrics
to ISO 14064-1 standards, also provided by
BSI, which we have undertaken since FY23.
View these metrics on page 33 and
43 respectively.
Reporting
We actively monitor emerging ESG reporting
regulation, frameworks and standards to
ensure our reporting remains compliant.
As a company operating primarily in
the United Kingdom, we are tracking
the development of the United Kingdom
Government’s Sustainability Disclosure
Requirements, as UK policymakers move
to endorse International Sustainability
Standards Board (ISSB) disclosure standards.
We continue to align our reporting to TCFD
and have published our first report aligned to
Taskforce on Nature-related Financial
Disclosures (TNFD) recommendations.
Responsible business underpinning sustainable growth continued
71%
of project revenue delivering
a net environmental benefit
(FY24: 69%)
Go online to read our double
materiality assessment
Go online to read the London Stock
Exchange Group’s case study on how
Kier is building for a sustainable future
Go online to read our Climate & Nature report
This approach reflects our Building for
a Sustainable World approach, which
understands that social and environmental
sustainability are intrinsically linked, and
that these must be considered holistically
to adequately mitigate risks and
effectively realise opportunities.
As such, climate-related risks and
opportunities are woven into our governance
approach, as demonstrated in the framework
on page 31. More information about our
approach to climate-related risks and
opportunities can be found in our Task
Force on Climate-related Financial
Disclosures (TCFD) report from page 54.
Through our delivery of planet-positive,
community-orientated projects, we have
achieved the London Stock Exchange
Green Economy mark since FY23. In FY25,
we were one of 101 companies to achieve
the mark. 71% of our revenue came from
projects which delivered a net
environmental benefit, highlighting the
significant opportunities to grow our
business through projects which support
people, places and planet.
ESG ratings and performance
The external ESG reporting landscape is
constantly evolving, as are our stakeholders’
expectations of our delivery and disclosures.
To navigate
increasing data requirements
and stakeholder
expectations, whilst
keeping in touch with our sustainability
narrative, we volunteer further information,
as well as results from key external ESG
performance evaluations, on our website.
Doing so allows us to remain dynamic and
contemporary in our approach to reporting.
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Sustainability report
Building for a Sustainable World
Our Building for a Sustainable World
framework guides our holistic approach
to material sustainability topics.
Since FY24, we have worked within three
pillars – Our People, Our Places, Our Planet
– which group topics under clear objectives
and apply defined non-financial measures
to support continual improvement and
consistent reporting. Informed by our
double materiality assessment conducted
in FY23, our framework reflects our business
’
and stakeholders’ priorities for responsible
business and sustainable growth. Find
the link to our double materiality
assessment on page 32.
Measures for success
Against the backdrop of an evolving
sustainability reporting landscape,
we are constantly working to strengthen
our disclosures. In FY25, we evolved
the measures for some of our material
topics across all pillars, moving from
qualitative to quantitative measures
to reflect our maturing approach to
implementing our framework.
As in previous years, we continue to
report on the added social value we
deliver across our business, using it as
a measure for the overall effectiveness
of our framework. Added social value
is defined as social and environmental
value, as well as economic value gained
from subcontracted spend made with
a small or medium enterprise (SME)
or a voluntary, community and social
enterprise (VCSE). It therefore excludes
any other subcontracted spend. We
use the Impact Evaluation Standard
measurement framework for our reporting,
which is guided by an independent
steering committee of social impact
experts, which includes a member of
Kier’s executive team, and is fully aligned
with the UK Government’s Social Value
Model – PPN 002, which was updated
from PPN 06/20 in FY25.
Added social value in FY25
£531m
(FY24: £548m
1
)
1. In FY25, we adjusted how we report social
value created by SME and VCSE spend, moving
from gross reporting to net reporting. This
was in response to improving assurance and
transparency of social value data. In FY24, we
reported £583m of added social value using
a gross spend method. The equivalent value
using a net spend method is £548m. The FY25
decrease when compared to FY24 can be
explained through strengthened reporting
behaviours which drive improved adherence
to Impact Evaluation Standard frameworks
and definitions of added social value.
Building for a Sustainable World
Our purpose: To sustainably deliver infrastructure which is vital to the UK
Strategic
Pillars
Our People
Our Places
Our Planet
Objectives
Building a workforce &
supply chain for the future
Making a positive difference in our
local communities
Improving the environment now
and for future generations
Topics
Prioritising all our people
Ethical labour
Social impact
Enabling social mobility
Climate action
Valuing nature
Resource effi ciency
Measures
% of total workforce in training and
development programmes
Number of people trained in
recognising modern slavery
% of total spend with SMEs and VCSEs
Number of benefi ciaries from
community or educational outreach
Absolute reduction in carbon
emissions (scopes 1 - 3)
Signifi cant Environmental
Incident Rate
Tonnes of waste/£m revenue
% of Group revenue as added social value
ESG report continued
Focusing our sustainability efforts
In FY23, we completed our European Financial Reporting Authority Group (EFRAG)
aligned double materiality assessment, which informs our sustainability strategy
and reporting, as well as our alignment to the United Nations Sustainable
Development Goals (UN SDGs).
Kier Group plc Annual Report and Accounts 2025 33
Strategic reportOverview Corporate governance Financial statements Other information
RateMyApprenticeship
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.
Apprentices in Kier’s workforce
590
2
(FY24: 666)
2. In FY25, we continued to strengthen our training and
development offering, as well as our reporting. We
introduced our own CMI-accredited management
development courses, which replaced management
apprenticeships and removed these from our
figures. Candidates completing their management
apprenticeships in FY24 were not replaced in FY25.
This will also be the case in future reporting years.
Looking forward, we are preparing for the reduction
in government funding of Level 7 apprenticeships from
January 2026 onwards and welcoming participants
onto our alternative emerging talent programmes.
ESG report continued
Our People
Building a workforce
and supply chain for
the future
Through our People pillar, we seek to ensure
a safe, inclusive, and fair workplace, which
is free from exploitation, for all people
involved in or impacted by our activities.
We rely on our entire workforce, including
people working in our supply chain, to
be able to deliver successfully on our
purpose, which is to sustainably deliver
infrastructure which is vital to the UK.
Sustainability report: Our People
Built by Brilliant People
TM
: our
foundation for sustainability
Our Building for a Sustainable
World framework is underpinned
by core functions in its strategic
foundations. In particular, our People
pillar is underpinned by diversity and
inclusion; emerging talent; health,
safety and wellbeing; and talent
and organisational development.
We explore these areas in more
detail on pages 44–53.
We are proud to welcome emerging talent into our
business to encourage engagement with our industry.
Prioritising all our people
A strategic imperative for our business
is ensuring that our people feel safe and
sufficiently trained in their roles, included
and represented in the workplace, and
fairly recognised for their contributions
to our business’ success.
As we implement our long-term sustainable
growth strategy, we focus our efforts in
addressing some of the demographic
challenges facing our industry, such
as an ageing workforce, attracting younger
talent, and retaining existing expertise.
As such, we focus on training and
development programmes to upskill
our people, on attracting and retaining
emerging talent, and on supporting
our supply chain to do the same.
5% Club: Platinum member
The 5% Club is an employer collective
committed to offering training and
development opportunities to its workforce.
In FY25, we achieved ‘Platinum’ status,
meaning that, for three consecutive years,
more than 10% of our workforce have been
be on ‘earn & learn’ programmes, such as
apprenticeships or graduate programmes.
We are proud of this accolade, which
highlights our ongoing commitment
to future talent.
People in formal training and
development programmes
11.3%
1
(FY24: 12.3%)
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. In FY25, the
number of apprentices in our workforce decreased
(see footnote 2 adjacent), which affected the overall
percentage of people in our workforce in a formal
training and development programme.
Apprenticeship employer: Top 100
In FY25, we were recognised among
the top 100 apprenticeship employers
by the Department for Education,
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ESG report continued
The People, Places and Planet award
celebrates a strong focus on delivering
our sustainability framework, and
recognises colleagues who drive
positive, lasting impact on our world.
In the FY25 event, our Emerging
Talent team took home the prize.
With an ageing workforce in construction,
attracting new talent is crucial to Kier’s
success. Our Emerging Talent team drives
our industry-leading apprenticeship
and graduate schemes, which contribute
to our sustainability strategy. The team’s
successes include the achievement
of Platinum 5% Club membership,
and inclusion in the top 100 of three
apprenticeship employer lists.
“ How incredible that we get
to do this every day.”
Chloe
Emerging Talent team
Sustainability report: Our People continued
Our Emerging Talent team, pictured here
with our Chief People Officer, won for their
contribution to our sustainability objectives.
Increasing sustainability skills
and awareness
We have an opportunity to upskill our
people in sustainability and to support
them to understand how their roles
contribute to Kier’s Building for a
Sustainable World framework.
Through our engagement activities,
which are led by our Sustainability teams
and include webinars and in-person
conferences, and through collaboration
with industry partners through the Supply
Chain Sustainability School, we seek to
mature sustainability skills and awareness
across our business.
Overall, we aim to provide knowledge and
skills, and foster sustainability mindsets,
both at work and at home, to support
informed and effective decision making
for a sustainable future. This is part of our
commitment to prioritise our people. In FY25,
a Company-wide engagement survey
showed that 92% of our people were
aware of the impact their role has on the
environment and communities (FY24: 92%).
Becoming an ISEP-accredited
training centre
In FY25, we became an Institute of Sustainability
and Environmental Professionals-accredited
training centre (ISEP, formerly IEMA). Through
this investment, we deliver environmental
management training, tailored to Kier ways
of working, to our site-based teams, upskilling
them in environmental protection, as well
as Kier systems. In-person delivery, in
partnership with our local environmental
teams, facilitates important cross-divisional
,
multi-disciplinary relationships and
resource sharing opportunities, reinforcing
a supportive learning culture.
Supporting T-levels
1
We collaborate with local colleges and
supply chains, supporting the delivery
of local T-level programmes by
providing content to give an insight
into our industry. For Kier, doing so is a
win-win: we both support students as
they prepare for the workplace and
future training, and inspire
engagement with our industry.
“When I started with Kier while
I was still at college, I was doing
a T-level in design and planning.
At the beginning, I really had no
idea what I was looking for from
my job, but being with Kier has really
opened my eyes to what it means
to work in construction.”
Bradley
Kier Construction
1. T Levels are two-year courses which are taken
after GCSEs and are broadly equivalent in size
to three A-Levels.
Watch the video to see the impact
of Bradley’s experience
Kier Group plc Annual Report and Accounts 2025 35
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ESG report continued
Sustainability report: Our People continued Sustainability report: Our Places
Ethical labour
As a major construction and infrastructure
company with nationwide reach, our supply
chain is global and, consequently, complex.
This increases the risks of our business
being used as a vehicle for modern
slavery, corresponding with wider industry
risk. We are committed to doing the right
thing and playing our part in ensuring that
labour used in our operations is ethically
sourced and remunerated fairly.
As a strategic supplier to the UK Government,
we support the aims of PPN 02/23 to tackle
modern slavery in Government supply
chains. In line with those aims, we expect
our people and supply chain to
carry out
work safely, ethically, and sustainably
, in
accordance with the law, our Code of
Conduct, and our policies. We encourage
everyone involved in our operations to
report any concerns relating to modern
slavery through our reporting lines.
More information about our approach
is available in our Modern Slavery
Statement, published on our website.
People trained in recognising
modern slavery in FY25
5,989
(FY24: 4,186)
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.
Our Places
Making a positive
impact in our
local communities
Through our Places pillar, we drive positive
social impacts and social mobility for our
workforce, our business, our supply chain
and our wider communities, adding social
value, nurturing community relations and
ensuring a positive project legacy.
Sarah, Community Engagement Manager
at Kier Places, pictured with Kierriculum
participants at Marjory Kinnon School.
Our ethical labour strategy
As part of our Building for a Sustainable
World framework, our ethical labour
strategy has been created to foster
ethical labour practices, such as
requiring that Kier and each member
of our supply chain complies with our
Real Living Wage policy
1
. Created with
strategic guidance from a modern
slavery social enterprise, this approach
supports us to ensure fair and equal
treatment for our entire workforce and
value chain.
To implement our strategy, we
are targeting four key areas. Key
achievements in FY25 include:
Policy: strengthening
our key frameworks
In FY25, we reviewed our Anti-Slavery and
Human Trafficking Policy, strengthening
our commitments, restating our
expectations of our supply chain, and
highlighting indicators for modern
slavery, as well as reporting mechanisms.
We are also evolving our current policy
and implementing an Ethical Labour
Policy for our business and supply chain.
Risk assessment: identifying
opportunities for improvement
By assessing risks, we seek to identify
and mitigate labour-related risks in
our business and supply chain. In FY25,
we developed a targeted, risk-based
monitoring programme for key suppliers.
Audit: monitoring compliance
We are developing an audit plan
to monitor compliance with
ethical labour standards in our
business and supply chain. In FY25, we
created our Group Procurement Audit
Operating Procedure to guide third-party
audits of suppliers in our supply chain,
selected using a risk-based approach.
During these audits, we review
compliance with Kier’s standards.
Training and awareness: upskilling
our workforce
Our aim is to empower employees and
supplied workers to recognise, prevent
and address unethical labour practices.
It is mandatory for all Kier employees
to complete training on recognising
the signs of modern slavery upon joining
and every two years thereafter.
Further
role-specific
training is being developed for
delivery to site-based personnel to further
mitigate risks in this area.
As founding members of the Supply
Chain
Sustainability School and participants
in the
School’s Built Environment Against Slavery
Group, we collaborate with our peers,
using our insight to develop training and
resources that help to address these
risks as an industry and strengthen our
collective response.
In FY25, we collaborated with a UK
anti-slavery charity and 10 industry peers
to produce a video to raise awareness of
modern slavery in the construction industry.
Watch the video
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ESG report continued
Social impact
Ensuring positive social impact from our
activities is essential to our long-term
sustainable growth strategy, which
relies on the delivery of our social value
commitments, which, in turn, fosters
positive customer and community relations.
We seek to generate social impact by:
• Prioritising disadvantaged communities
local to our operations, according to the
indices of deprivation
• Engaging with communities, businesses
and charities local to our sites, providing
education, employment and collaboration
opportunities to provide support that
addresses local needs
• Using local goods, labour and services
• 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,
and key to our commitment to the
Considerate Constructors Scheme (CCS),
but it is also part of our role as a strategic
supplier to the UK Government, whereby
we must deliver on our net zero carbon
and social value commitments on contracts
valued at or over £5m per annum.
In FY25, 49 (FY24: 36) of our projects
received recognition in the CCS National
Site Awards, and our average score through
monitor visits was 44 (FY24: 43). As part
of our engagement to nurture community
relations, we provide an openly accessible
helpline for our projects to allow the public
to raise a concern, as well as providing
a dedicated stakeholder liaison to
maintain dialogue.
Investing and volunteering
in local economies
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 small and medium enterprises (SMEs)
and voluntary, community and social
enterprises (VCSEs) is one of our primary
opportunities to create social impact.
In FY25, 61.8% of our subcontracted spend
was made with SMEs, including VCSEs,
which supports growth in local economies.
Read more about our approach to
sustainable procurement on page 44.
Kier also encourages each of our
employees to take two paid volunteering
days per year, as part of our commitment
to support colleagues to give back to
our communities.
Spend with SMEs
1
incl. VCSEs
£1.5bn
(FY24: £1.4bn)
1. The Companies (Accounts and Reports)
(Amendment and Transitional Provision) Regulations
2024 increased the monetary size thresholds for
micro, small and medium-sized entities for financial
years starting on or after 6 April 2025. Our reporting
reflects these changes.
“ Kier’s volunteering policy and
flexible working approach have
allowed me to fully commit to
my role as Chair of the Board
of Trustees at the Sheffield &
Rotherham Wildlife Trust. This has
been both personally rewarding
and professionally valuable.”
Ben
Kier Group
Community engagement
in action
When our site team at our Wigan to
Bolton electrification project heard
that a local action group sought
support to restore Hindley Chapel
and return it to a vibrant hub at the
heart of the community, they
stepped up, collaborating with our
supply chain to provide hands-on
advice and support to bring the
project to life. This is part of our
commitment to leaving a lasting
legacy in the communities we serve.
Local volunteers with two
members of our site team at
the Hindley Chapel reopening.
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. Our charity partner
for FY23 – FY25 was Trussell, for which we
raised £250,000, which includes money
raised during Moving through May (see
page 48), to support its work fighting
poverty in the UK. Over the course of the
partnership, we delivered an additional c.
£113,000 in pro bono work, with support
from supply chain partners.
Beyond our charity partner, the Foundation
offers support to many UK charities
throughout the year, providing matched
funding to our colleagues’ chosen charities.
Donated to Trussell
£250,000
Sustainability report: Our Places continued
Watch the video to hear the whole story
Kier Group plc Annual Report and Accounts 2025 37
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Sustainability report: Our Places continued
Every year, we undertake our month-long
fundraising challenge, Moving through
May, for our charity partner, as well as UK
charities nominated by our colleagues.
Read more on page 48.
Our new charity partner
In July 2025, we announced that our
new charity partner for FY26 – FY28 will be
Action for Children, and we look forward
to Building Brighter Futures through our
support of their work to give vulnerable
children and young people the practical
help they urgently need.
Our teams participate in the annual Dragon
Boat Race to raise money for Trussell.
Enabling social mobility
Through our commitment to creating
social impact, we aim to improve social
mobility in the communities where we
operate. We believe that each of us should
have the opportunity to be successful,
no matter where we make our start in life,
no matter what happens along the way.
It’s part of our commitment to leave a positive
legacy in the places where we work.
Our workforce
In FY24, we reported our intention to
establish a socio-economic diversity
baseline for our workforce, against which
we could set meaningful targets. One year
on, we continue to collate data from our
employees to establish a clear view of this
at Kier. Our approach is in line with the
Social Mobility Commission’s guidance.
We are focusing our efforts on delivering
several schemes aimed at supporting
individuals from disadvantaged backgrounds
both into employment and to develop
their careers. We communicate regularly
on our initiatives to raise awareness of
social mobility topics.
Our emerging talent
We know that careers guidance is essential
for social mobility. This is why, through our
social impact activities, we focus on school
engagement, working with young people
to boost their employability skills and
inspire future careers in construction.
Initiatives include implementing Kierriculum,
supporting T-levels, and participating in
Open Doors Week.
Read more about our emerging talent
programme on page 51
Enhancing community
engagement with our industry
Through our Places pillar, we seek to
enhance community engagement
with our industry. Doing so is part of
our sustainable growth strategy, which
considers the long-term legacy of our
projects and activities for the people
and communities living locally to our
sites, and requires that we boost positive
engagement with our industry.
Furthermore, working in tandem with our
People pillar, we aim to engage with the
next generation of talent. By inspiring
those around us to join our industry,
we address the emerging skills gap,
enhance social impact and mobility,
and, in turn, secure our futures.
People benefiting from community
or educational outreach
39,000
Kierriculum won the
Community Engagement
Project of the Year at the
Construction News Awards
for the programme delivered
at Marjory Kinnon school, part
of Kier Places’ work on the
Heathrow Quieter
Neighbourhood Scheme.
Kierriculum:
Kier’s educational outreach
programme. Created by our people
and linked to the national curriculum,
the resources and activities are
designed to support young people
to discover opportunities in
construction, inspiring the next
generation to join our industry.
STEM Ambassador Network:
The bridge between studying STEM
topics at school, and real-world
exposure to a career in construction.
Open Doors Week:
A nationwide programme,
showcasing the range of careers
available in the construction industry.
Students work on a
Kierriculum activity.
Students take part
in a STEM session.
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Sustainability report:
Our Places continued
Our communities
We generate social impact by leveraging
the expertise of local SMEs and VCSEs to
deliver on our projects. In particular, we
seek to work with diverse businesses and
community organisations to ensure that
opportunity is distributed, facilitating
social mobility. For example, and amongst
others, Nordis Signs is a part of Kier and
is a supported business that offers
employment to people with disabilities
and long-term health conditions.
Positive action programmes
We believe that providing opportunities to
all is a primary opportunity to sustainably
strengthen our business and our societies.
This is why we implement positive action
programmes for inclusion and social mobility,
which include two flagship initiatives to
support people to join, or rejoin, the workforce.
In FY25, we continued to deliver our Making
Ground and Armed Forces recruitment
programmes, which are explored in detail
on page 49. Additionally, we joined our
peers in the Midlands Employer Alliance,
an initiative designed to create job
opportunities for groups typically facing
barriers to work.
Sustainability report: Our Planet
Our Planet
Improving the
environment now and
for future generations
Through our Planet pillar, we prioritise
strategic initiatives which drive climate
action, value nature and encourage
resource efficiency. Our strong focus on
these topics supports our objectives to
reduce our own carbon footprint, as well
as that of our supply chain; protect and
preserve the natural environment; and
manage waste and water effectively. This
is how we drive our purpose to sustainably
deliver infrastructure that is vital to the UK.
Bridgwater
Jack-up barge passing Steart Marshes
as it travels to Bridgwater Tidal Barrier.
Climate action
Taking climate action is part of our duty to
mitigate the risks climate change poses to
our people, places and planet, as well as to
our business. Acting on our commitments to,
and demonstrating our progress towards,
net zero operations are paramount both
to our long-term sustainable growth
plan and to our delivery of infrastructure
that matters.
We are experts in delivering vital infrastructure
that is low carbon, or net zero. This is one
of the ways in which we meet our own
carbon reduction targets and support
our clients to do the same. For example,
we completed Scotland’s third PassivHaus
school – Currie High School in Edinburgh
– in August 2025. As a patron of the
PassivHaus Trust,
this project continues our
history of successes
in delivering projects to
PassivHaus standards, from leisure centres
to schools, including Mulberry Academy
London Dock.
We monitor the carbon reduction
performance of our construction projects
using the BREEAM framework. In so doing,
we demonstrate our commitment to
reducing the impact of our projects, as
well as boosting the value of the asset,
reducing operational costs and improving
occupant wellbeing for our customers.
Notably, in FY25, Kier Property achieved
its first net zero carbon, EPC A+ industrial
scheme, with an ‘Outstanding’ BREEAM
score at Logistics City, Bracknell.
Our carbon performance
In FY25, we continued to progress towards
meeting our carbon reduction targets.
We successfully completed our third
external verification audit of our carbon
metrics, receiving reasonable assurance
from the British Standards Institute to
ISO 14064-1 standards. More information
about our external assurance audits can
be found on page 32 and on our website.
Currie High School, Edinburgh
Scotland’s third PassivHaus school.
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Additionally, our Construction and
Infrastructure Services businesses once
again achieved PAS 2080 accreditation,
which certifies that our approach
contributes to an overall reduction
of lifecycle emissions on the projects
we deliver.
A breakdown of our carbon metrics can
be found on page 43 and in our Climate
& Nature report on our website.
Race to Zero: Delivering our
SBTi-validated targets
In FY24, the Science Based Targets initiative
(SBTi) validated our carbon reduction
targets to meet net zero emissions across
Scopes 1 and 2 by FY39, and Scope 3 by
FY45. At that time, we also increased the
ambition of our near-term targets to retain
sufficient forward-looking ambition.
In line with these targets, we successfully
reduced our combined Scope 1 and 2
emissions
by 4.3% since FY24, amounting
to a combined 70.9% reduction since
our FY19 baseline year. Achieved through
a switch to sustainable biofuels and the
ongoing electrification of our company
car and commercial vehicle fleets,
we remain on track to meet our
SBTi-validated targets.
We continue to deepen our understanding
of our indirect emissions across our value
chain, which is essential to reducing
these Scope 3 emissions in line with our
SBTi-validated targets. In support of these
targets, we have worked to increase the
delivery of low-carbon projects and the
use of modern methods of construction,
such as off-site manufacturing, as well as
to strengthen our reporting methodology.
In FY25, we reduced our Scope 3 emissions
by 13% since FY24, and 29.5% since our FY22
baseline year.
Tackling Scope 3 emissions
As part of our commitment to
decarbonisation, we take a ‘lifecycle
approach’ to managing carbon across
our value chain (Scope 3 emissions).
This means that we look beyond our
direct operations to understand and
reduce emissions embedded in the
materials we buy and the assets we
deliver, seeking to improve their carbon
performance over time.
In Scope 3 category ‘Purchased Goods
and Services’ – our most significant
source of Scope 3 emissions – we are
improving data quality to better inform
action. Since FY23, we have relied on a
spend-based methodology to estimate
emissions from our supply chain, which
provides a broad but unspecific picture
Scope 1 reduction since FY19 baseline 70.0%
Scope 2 reduction since FY19 baseline 85.6%
Scope 3 reduction since FY22 baseline 29.5%
of these emissions. To enhance decision
making and better inform reduction
strategies, we are transitioning to a hybrid
inventory approach that incorporates
more granular, activity-based data
and supplier-specific information.
In the first year of this transition, we have
successfully moved six key suppliers to this
improved methodology, prioritising
high-impact materials. This is enabling
more meaningful engagement and the
identification of specific levers to reduce
embodied carbon in our projects. Early
results show that, through this method,
we will be able to more accurately
demonstrate our Scope 3 reductions
in future reporting years.
In the ‘Use of Sold Products’ category, our
Kier 360 Carbon approach has meant that
we continue to maintain a high proportion
of projects
1
with high performance
standards, achieving EPC A or EPC A+,
BREEAM Excellent, or PassivHaus standards.
This is recognised by the award of the
London Stock Exchange Green Economy
Mark (see page 32).
1. P rojects where Kier has design responsibility.
Driving carbon reduction
through innovation
Reflecting our holistic approach to making
our business more sustainable, we take
an integrated, business-wide approach
to reducing our carbon footprint. As an
active member of industry sustainability
groups, including the Supply Chain
Sustainability School, we collaborate
with peers to remain at the forefront of
sustainable construction practices,
influence broader industry change and
support supply chain decarbonisation.
Rolling out HVO
In FY25, we started procuring sustainably
sourced hydrotreated vegetable oil (HVO)
for use as an alternative to diesel on our
sites. We did this following a comprehensive
review of our process for procuring HVO to
ensure its sustainability. As part of our work
as a founding member of the Supply Chain
Sustainability School, we co-funded the
development of free-to-access HVO
procurement guidance to mitigate
nature, modern slavery and climate
risks associated with production.
Since launching the initiative in
November 2024, the impact on our
carbon footprint has been significant.
With 54% of our sites using HVO, we have
reduced associated carbon emissions
by c. 3,400 tonnes of CO
2
e – the equivalent
of removing 489 Kier vans from our roads.
Implementing Kier 360 Carbon Solutions
At the heart of our carbon reduction
initiatives are our people, who guide
customers through innovative sustainable
material selection, methods of construction
and energy modelling. Developed by our
Construction division, Kier 360 Carbon
Solutions, part of our broader 360
approach, is a pioneering, collaborative,
multi-disciplinary process which maximises
whole life carbon reductions by supporting
customers to make informed, low-carbon
decisions from the earliest stages of
design through to delivery and beyond.
Connecting designers, engineers, and
construction and environmental specialists,
Kier ensures cost effective carbon
reduction and climate resilience features
are embedded across the entire lifecycle.
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Requiring input from multiple Kier functions
and rooted in an integrated approach to
sustainability, the solution also provides
upskilling opportunities for our teams,
deepening organisational understanding
of climate action, and of how each Kier
role contributes to carbon reduction. In
the medium term, we aim to roll out Kier
Carbon 360 Solutions across our business,
with trials underway to test the adaptability
and scalability of the approach.
Valuing nature
We recognise that climate change and
nature loss go hand in hand, which is
why we aim to tackle these issues in an
integrated fashion. As climate change
increasingly impacts biodiversity, so too
are human activities accelerating climate
change and nature harm, compounding
existing pressures on communities and
businesses. As a major contractor, we
have a responsibility to protect, restore
and enhance habitats, whilst continuing
to mitigate climate change impacts, as
part of our delivery of vital infrastructure.
We deliver projects that offer both
environmental and social benefits –
in line with our holistic approach to
sustainability – and which tackle both
nature and climate-related impacts.
Capitalising on our ability to do so is a
competitive advantage for Kier, which
also supports our long-term strategy
for sustainable growth. This is key to once
again being awarded the London Stock
Exchange’s Green Economy Mark in FY25.
See page 32 for more information.
Enhanced reporting on nature
Our commitment to valuing
nature, as well as to reporting on our
nature-based dependencies and impacts,
is reflected in our adoption of Taskforce
on Nature-related Financial Disclosures
(TNFD) recommendations, which has
driven enhanced focus and disclosure on
nature topics in FY25. This is in line with our
governance approach, which lays out our
ambitions for nature in a milestone plan.
Our separate Climate & Nature report
explores how our operations interact with
and depend on nature. It presents our
approach to environmental management;
supplier engagement and assurance;
sustainable design and innovation; and
employee initiatives and reports how
we are both taking action for the climate
and valuing nature in our operations.
Find the link to our report on page 32 and
on our website.
Our environmental performance
Our Significant Environmental Incident rate
(SEIR) has deceased slightly this year. This
trend reflects the ongoing and growing
challenges posed by climate change,
including more frequent extreme weather
events, and the increasing complexity of
delivering projects in environmentally
sensitive or nature-rich areas.
To manage these risks we focus on strong
and embedded environmental management
– including the expertise of our dedicated
Sustainability teams, targeted training
programmes, and robust management
systems – which continues to provide
effective controls across both our own
operations and those of our subcontractors.
This ensures we can respond proactively
to risks and uphold high environmental
standards across all our sites.
Significant Environmental
Incident Rate (SEIR)
54
(FY24: 55
1
)
1. In FY24, we reported an SEIR of 59. As a result of
improved reporting practices, we have revised
this figure to 55.
Industry collaboration to drive
nature value
We collaborate with industry and
non-industry peers to ensure climate
change and nature loss are tackled
holistically, and from multiple approaches.
Bridgwater, Somerset
In partnership with the Environment Agency, we are trialling
a zero-emission power solution, combining solar panels,
green hydrogen fuel cells, and batteries, now installed at our
Bridgwater Tidal Barrier project to power our site compound.
Moors at Arne, Dorset
With sea levels rising, pressing
against fixed sea defences
and causing a loss of intertidal
habitat, we are working to
protect the diverse wildlife
along the Dorset coastline.
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Sustainability report: Our Planet continued
Supply Chain Sustainability School
Kier chairs the Supply Chain Sustainability
School’s Nature Recovery Group, which is
working to shape industry understanding
and action on biodiversity.
The Green Finance Institute (GFI)
As a TNFD adopter, we take a lead in the
GFI TNFD built environment group. We are
working closely with GFI to support the
wider sector to adopt effective nature
action and reporting.
Rebuilding Nature
Kier Infrastructure Services
(Kier Transportation and Kier Natural
Resources, Nuclear & Networks) has
joined Rebuilding Nature, an alliance
of cross-sector organisations seeking
to invest in nature and restore ecosystems
at scale by recognising nature as
critical infrastructure.
Resource efficiency
Pressures on our climate and ecosystems
are linked to the unsustainable consumption
of natural and man-made resources. Our
approach to using fewer materials more
efficiently is supporting our aim to reduce
waste throughout the lifecycle of our projects
.
We seek to implement circular economy
principles on our sites and in our offices
to embed resource efficiency into our
daily operations. Externally, our senior
environmental leaders participate in the UK
Government’s Circular Economy Taskforce,
an independent expert advisory group
established to support the Government
in creating a circular economy strategy
which will support economic growth,
create green jobs, promote efficient use
of resources and accelerate the transition
to net zero emissions.
The retender process for our waste
management framework is ongoing.
Through this activity, we seek to further
improve our performance across
previously reported key performance
indicators, including:
• Sustainable waste management
• Data integrity and quality
• Use of local suppliers, including
SMEs and VCSEs
• Financial sustainability
Waste/£m of revenue
16.3
(FY24: 16.8
1
)
Diversion from landfill rate
97.7%
(FY24: 97.8%
2
)
1. In FY24, our waste intensity was 148.5m
3
/£1m of
revenue, re-reported as 16.8 tonnes/£1m revenue
per our revised methodology explained adjacent
and above.
2. In FY24, we reported a diversion from landfill rate
of 93%. As a result of improved reporting practices,
we have revised this figure to 97.8%.
By treating sustainability holistically, Kier’s
strategy supports these ambitions, as we
drive forward upskilling in low-carbon,
resource-efficient ways of working.
Using technology to improve
environmental outcomes
One of our biggest site-based
environmental challenges is tracking and
storing soils removed during excavation
to allow them to be reused in the project,
thus preventing waste. To tackle this, in
FY25, we began rolling out SoilFLO, an
online tool which supports site teams
to better track and record soils as they
are moved around sites.
Once implemented, the system will
strengthen environmental governance
and support more sustainable, efficient
material management practices for the
reuse of soils. In turn, this supports waste
reduction, cutting down the volumes of
soil
sent to landfill, as well as transport-related
emissions, contributing to circular economy
goals and Scope 3 carbon reductions.
Our resource efficiency performance
In FY25, we evolved our waste metric from
m
3
of waste/£m of revenue to tonnage
reporting. We did this to improve
comparison of our performance with that
of our peers. As such, we have re-reported
our FY24 waste intensity in tonnes to
facilitate comparison.
Overall, our results reflect the effectiveness
of our increased focus on data quality and
automation, facilitated by our AI-powered
data management tool, Rio AI.
Reducing our environmental
impact through
resource efficiency
At the A417 Missing Link in
Gloucestershire, we have combined
the expertise of our teams to make
journeys on this key arterial road
safer, quicker and less congested.
So far, we have reduced carbon
emissions by 39% against the project’s
baseline design by considering
resource efficiency from the outset.
We have decreased the scale of the
bridges, as well as the gradient of
some parts of the route, allowing us
to reuse all inert excavated materials
on site, which, in turn, reduces the
need for waste removal, and the
importation of new materials and
quarried aggregates.
In collaboration with supply chain
partners, we are also innovating with
biochar – a charcoal-like material
– to explore how vegetation removed
from highway projects can be reused
to make significant carbon savings.
Use cases include a product that
can be reused to fertilise new plants
and catch microplastics.
Once the trial is complete, the team
will have demonstrated that applying
circular economy principles could
deliver improved environmental
outcomes on similar schemes.
Go online to read more about our
biochar trial at the A417
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ESG report continued
Energy and carbon reporting
Global UK
Year ending
31 March 2025
Year ending
31 March 2024
Year ending
31 March 2023
Year ending
31 March 2022
(S3 base year)
Year ending
31 March 2019
(S1&2 base year)
Year ending
31 March 2025
Year ending
31 March 2024
Year ending
31 March 2023
Year ending
31 March 2022
(S3 base year)
Year ending
31 March 2019
(S1&2 base year)
Scope 1 tCO
2
e 26,873 28,853 31,342 38,643 89,490 26,862 28,675 30,941 36,113 77,468
(31,340)
Scope 2 (market based) tCO
2
e 860 115 328 324 5,970 860 106 313 298 5,934
Scope 2 (location based) tCO
2
e 2,266 2,521 3,601 4,589 7,170 2,266 2,512 3,585 4,543 7,132
(3,600)
Scope 1 & 2 (market based) tCO
2
e 27,733 28,968 31,670 38,967 95,460 27,722 28,781 31,254 36,411 83,402
(31,668)
Scope 3 tCO
2
e 684,479 787,008 905,529 971,314 – 684,476 786,959 903,747 970,680 –
(905,839) (905,732)
Scope 1, 2 (market based)
& 3
tCO
2
e 712,212 815,976 937,199 1,010,281 – 712,198 815,740 935,001 1,007,091 –
(937,507) (936,986)
Market-based intensity tCO
2
e/£m revenue 176.2 207.9 286.1 311.9 – 176.3 207.8 286.6 310.9 –
Scope 1, 2 & 3 (286.2) (286.0)
Scope 1 & 2 tCO
2
e/£m revenue 6.9 7.4 9.7 12.0 23.7 6.9 7.3 9.5 11.2 20.7
Location-based intensity tCO
2
e/£m revenue 176.6 208.5 287.1 313.2 – 176.6 208.4 286.6 312.2 –
Scope 1, 2 & 3 (287.2) (287.0)
Scope 1 & 2 tCO
2
e/£m revenue 7.2 8.0 10.7 13.3 24.0 7.2 7.9 10.5 12.6 21.0
Energy consumption kWh
9
128,579,000 138,746,000 162,099,000 179,465,000 380,090,000 128,534,000 138,714,000 160,371,000 169,551,000 330,568,000
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. FY23, FY24 and FY25 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. FY23 Annual Report published emissions are identified between brackets alongside FY24 verified emissions.
12. As required by SBTi and ISO 14064-1, we exclude no more than 5% of GHG emissions from our reported total.
13. 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 and our FY25 Climate & Nature report
on our website.
14. In FY25, Scope 2 emissions increased. Contributing factors include:
• An increase in uptake of PHEV and EV vehicles in fleets, with vehicles often charged using electricity
not sourced by Kier; as such a grid average emission factor has been applied.
• The wider transition to a new third-party intermediary for utilities, which has delayed the provision of
renewable energy certificates for a small number of electricity meters. In these limited cases, we applied
an average grid emission factor.
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Sustainability report: Sustainable procurement
Our Procurement, Sustainability
and Compliance teams
collaborate to implement
our Building for a Sustainable
World framework.
They oversee aspects such as materials
origin and sourcing method, and labour
exploitation and modern slavery risks
in our supply chain, and ensure that
environmental and social considerations
,
including those concerning human
rights, are included in supplier contracts
and performance reviews. Kier’s
procurement function is verified
to ISO 20400 standards and has
been awarded the CIPS Corporate
Ethics Kitemark.
Using local resources and expertise
to deliver our projects is key to driving
social impact in the communities
we serve. This is why we support
businesses of all sizes to collaborate
with us and are developing an
onboarding platform to support SMEs,
VCSEs and diverse suppliers to start
working with Kier.
As founding members of the Supply
Chain Sustainability School (SCSS), we
provide free-to-access resources to
our colleagues and supply chain to
support with raising awareness of
and upskilling in sustainability
issues,
including procurement. We encourage
our suppliers to become members of
the School to support with this journey.
In FY25, our Sustainable Procurement
team developed a three-year roadmap
to strengthen our approach.
Key achievements in this reporting
period include:
• Developing a Responsible Sourcing Guide,
providing best practice to employees
with buying responsibilities and outlining
minimum standards for suppliers
• Updating our Supplier Premises
Inspection form, including guidance
and a checklist to support with spotting
the signs of modern slavery, enabling
more robust outcomes from
supplier visits
• Updating our approach to include
sustainability-related performance
indicators and clauses in
supplier contracts
• Rolling out modern slavery awareness
training for our key suppliers. See page 36
for more details on our approach to
ensuring ethical labour in our supply chain
• Onboarding our electric vehicle (EV)
charging infrastructure partner and
implementing our EV charging minimum
standard, both essential steps to support
with the ongoing electrification of our
company car and commercial vehicle
fleets. This supports progress towards
meeting our SBTi-validated targets.
Find out more about our carbon
performance on pages 39–41
• Implementing a new control standard
for the purchase of solar panels to ensure
ethical and responsible procurement
of this high-risk product
• Introducing a Group Procurement
Audit Operating Procedure to guide
our audit schedule, ensuring that audits
of suppliers are prioritised based on
standardised risk criteria such as financial
health, past performance and location
People report
People
report
Built by Brilliant
People
TM
Kier is built by brilliant people,
who are key to our continued success.
As a business, we are committed to
creating an environment where health,
safety and wellbeing are at the forefront
of our activities and where each
colleague can contribute and thrive.
A continued strong leadership focus
on culture ensures that our Group
strategy and objectives are supported
by an engaged, invested workforce,
which feels valued and empowered.
Our culture mission statement is
underpinned by our values: collaborative
,
trusted and focused. In turn, our values
support our nine healthy behaviours,
which provide the framework for the
behaviours we expect every colleague
to show while working for Kier.
Our Built by Brilliant People
TM
culture programme
This year, we continued to implement
our culture programme, rolled out in FY24.
Following Company-wide feedback received
as part of our employee engagement
survey, initiatives to support Built by
Brilliant People
TM
included:
• Further developing our Culture Toolkit,
which provides team-building resources
to managers and leaders
• Bringing together our Culture Board and
Culture Champions which encourage
culture leadership and influence from
diverse representatives from across
the Group
• Embedding our nine healthy behaviours
in all our policies, systems and processes
All Built by Brilliant People
TM
culture
resources are available to all staff on our
Integrated Management System and are
communicated through our internal
employee engagement app, Your Kier.
Our culture mission statement:
We have a safe, collaborative, and
high-performing culture where we
all belong, contribute, and thrive.
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People report continued
We have already started to see the results
of our culture focus. We conducted two
Your Voice employee engagement surveys
in FY25, which show an 80.5% engagement
index
1
. Furthermore, 93% of our colleagues
said they understood how their role
contributes to the goals of their team and
86% of employees believe Kier is an inclusive
place to work, regardless of difference.
Through our Your Voice surveys, we gain
valuable feedback from our people on how
we can make Kier a better place to work.
Our ‘You said, we did’ page on Your Kier
contains thematic overviews of the
initiatives
we put in place to improve aspects such
as systems,
processes, sustainability and
wellbeing, demonstrating our commitment
to both listen and act.
Employee engagement index
80.5%
(FY24: 76.1%
1
)
1. In previous years, we reported employee engagement
based on ‘positive emotions’. This metric was based
on the average number of positive emotions selected
across our surveys. To improve our measurement
of how our people feel about working with Kier, we
have moved to an employee engagement ‘index’,
which is based on the average score across eight
questions in our survey. This evolution allows us to
better understand contributing factors to employee
engagement across a wider range of indicators.
As such, we have restated our previously reported
67% as 76.1% according to the new methodology.
Pride of Kier Awards
These awards celebrate our people’s
achievements. In the 2025 event,
more than 500 employees or teams
were nominated across eight
categories. From rising stars,
to unsung heroes, to best-in-class
projects, the very best of Kier was
celebrated at a bold, future-focused
event. Look out for the Pride of Kier
icon to read
about some of our winners
and finalists.
“ I feel so excited to have won this
award. It makes me feel hopeful for
what is next for my career with Kier
and inspires me to keep excelling.”
Jessica
Pride of Kier Rising Star Award winner
Safe, collaborative
and high performing
Being safe and responsible is one of our
nine healthy behaviours, and fundamental
to our licence to operate. In this section, we
explore how we create a safe, collaborative
and high-performing culture, where health,
safety and wellbeing are at the heart of
our operations.
High performance, safely
Our FY25 safety performance reflects our
consistent approach to integrating robust
processes, procedures and risk management
framework to ensure safety, health, and
wellbeing throughout our business. Overall,
our performance across key indicators
has improved since FY24, as demonstrated
below. Our 12-month rolling AIR decreased
by 25.8%, and our AAIR decreased by 5.5%
in the same period.
Safety performance overview
Accident Incident Rate (AIR)
115
(FY24: 155)
All Accident Incident Rate (AAIR)
343
(FY24: 363)
RIDDOR incidents
32
(FY24: 41)
Your Kier
We use our internal employee
engagement platform and mobile
application, ‘Your Kier’, to communicate
with our people about all aspects of our
business. We share good news stories,
learning opportunities, and fundraising
initiatives, as well as policy and process
updates, business news, and details
about Company benefits, including
wellbeing support. Your Kier drives
interaction with our nine healthy
behaviours and facilitates campaigns
and initiatives which nurture
our Company’s culture.
“ The #LoveYourWorkplace campaign
meant I got to share the kind of
amazing places where I go to work
every day. All the entries really
showed how diverse our work at
Kier is, and how it spans the full
length of the UK.”
Lewis
Natural Resources, Nuclear & Networks
#LoveYourWorkplace encouraged
our people to share their snaps of
where they work on Your Kier.
Watch the video
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People report continued
Ensuring robust safety governance
The health, safety and wellbeing of
our people have a direct impact on our
operations. These aspects are considered
at Board level and overseen by our ESG
Committee. Emerging risks, uncertainties,
trends and opportunities are discussed
at quarterly Board meetings, as well as
on a regular basis at executive, senior and
operational management levels. Further
details about our oversight of ESG matters,
including safety, are available in the
introduction to this ESG report, on
pages 30–32.
We formalise our commitments to health,
safety and wellbeing in our policies, and
outline our processes in our Safety, Health,
Environmental Management System
(SHEMS), which is certified to ISO 9001,
ISO 14001 and ISO 45001 standards. Our
SHEMS sits within our Integrated Management
System (IMS) and contains the information
required to ensure we carry out our operations
safely and in line with our legal obligations.
All projects where Kier is principal contractor
operate within SHEMS and therefore within
our ISO certifications.
Safety, Health, Environmental
Management System (SHEMS)
simplification programme
In early FY25, we launched our simplified
SHEMS programme, as part of our drive to
prioritise digital-first solutions and drive
consistency across our business. As a bold
and future-focused workforce, we took
on board feedback from our Your Voice
employee engagement surveys, which
asked for a more intuitive, easy-to-navigate
system, which is consistently written and
always up to date.
High performance, collaboratively
Cross-divisional learning supports
us to maintain our high performance
across disciplines, and to nurture and
promote our safety culture. Since FY20,
our Transportation team’s bespoke
‘Cleartrack Performance’ behavioural
safety programme has impacted more
than 1,000 people. In an example of
integrated working, our Natural Resources,
Nuclear & Networks (NRNN) division has
learned from these successes and has
onboarded a behavioural scientist to
support with the development of The Kier
Way, a behavioural science-led, human and
organisational performance programme.
The Kier Way is designed to improve safety,
quality and sustainability through better
thinking, leadership and behaviours on
site. The programme takes a whole-system
view of performance, focusing on creating
an environment where culture and behaviours
can positively influence outcomes across
all functions and levels. It is built around
our nine healthy behaviours and
underpinned by established behavioural
science models. Designed in house and
delivered in partnership with Cleartrack
Performance, sessions are practical,
reflective and aimed at building
behavioural capability across all levels
to create more resilient, proactive and
high-performing site teams. Launched
in October 2024, more than 200 people
across NRNN have taken part.
In our Construction business, Think Safety
Differently is in its second year, promoting
safety leadership behaviours to enhance
safety culture. More than 2,250 people
have participated in the programme
since its roll out in FY24. The programme
continues to evolve through the inclusion
VR safety training session,
delivered by 360safeVR.
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People report continued
of state-of-the-art virtual reality (VR)
headsets to create an innovative, fully
immersive experience. The headsets
simulate high-risk scenarios and allow
viewers to identify controls and mitigations
without any risk to themselves or others.
As part of our SHEMS simplification
initiative, our Construction team rolled
out ‘Visual Standards’, consolidating
health, safety and wellbeing principles
into one accessible, fit-for-purpose
document, which prioritises graphics
over the written word.
For the seventh 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.
This award celebrates outstanding
commitment to making Kier an
industry leader in health, safety and
wellbeing. In the FY25 edition, Dean
was recognised for his proactive,
hands-on leadership at our Alderney
Water Treatment Works project. His
focus on site observations, leading
indicators, and effective interventions
created a more structured environment,
improving the health, safety and
wellbeing performance across
the project.
Safety isn’t just a priority, it’s a shared
responsibility. Dean’s approach
empowered colleagues to take
charge of their own wellbeing,
and each other’s.
“ To be recognised in
this way is outstanding.
I’m over the moon.”
Dean won for safety leadership at
our Alderney Water Treatment Works.
Prioritising health and wellbeing
Our employees’ health and wellbeing are
key indicators for the effectiveness of Kier’s
approach to safety governance and of
our culture programme. Overseen by our
Health, Safety and Wellbeing team, which
includes Occupational Health, we approach
safety, health and wellbeing holistically
to ensure that physical and mental health
in the workplace, as well as employee
engagement, are linked to our performance
and considered as part of our risk mitigation.
Our employee assistance programme
provides all of our colleagues and their
dependants with round-the-clock,
confidential health and wellbeing support
and signposts to Kier’s internal financial
wellbeing provision. Read more about
the benefits we provide to our people
on page 98.
To enhance our wellbeing culture, we are
a corporate supporter of construction
industry charity The Lighthouse Club,
which provides access to mental health
and wellbeing services to our employees
and supply chain, including contingent
and agency workers. We provide training
to managers on how to recognise and
engage with the wellbeing support needs
of their teams, giving them tools to signpost
to available resources. These resources are
also shared on our internal communications
app, Your Kier, and in regular updates from
our Occupational Health teams. More than
100 managers received training in FY25.
Wellbeing champions and mental
health first aiders
We continue to integrate our community
of wellbeing champions and network of
mental health first aiders into our business.
More than 900 colleagues act as key
points of contact and active promoters
of our overall wellbeing support systems,
which include support for mental and
physical health, financial management, and
family matters. To support these colleagues
to share available resources, and to
recognise the needs of their teams,
more than 4,000 hours of training for new
wellbeing champions and mental health
first aiders were provided in FY25, in
addition to more than 250 hours of
refresher training.
Amongst the more
than 500 nominations
for a Pride of Kier
Award was our
Building Safety Act
Steering Committee.
As the largest
construction regulation reform in a
generation comes into force, our bold,
future-focused committee took the
initiative, working brilliantly together
to develop an organisational training
and development strategy to drive
physical and behavioural change
across Kier.
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ESG report continued
Moving through May:
Connecting the country
Every year, we take on the Kier
Foundation’s month-long fundraising
challenge, Moving through May, for
our charity partner, as well as UK
charities nominated by our people.
We challenge our colleagues
and supply chain partners to get
outdoors, connect with nature, and
raise money for the Kier Foundation.
With operations from Aberdeen
to Penzance, and around 400 live
projects at any one time, this year,
we focused on connecting our
divisions,
regions and sites, focusing
on the power of collaboration to
further our strategic objectives.
Throughout May, we sent five batons
to different areas of the United
Kingdom and challenged our teams
to move it as far as possible for
charity, either through in-person or
virtual active events. We encouraged
our colleagues to get outdoors as
much as possible, advocating for the
wellbeing and sustainability benefits
of getting in touch with nature.
1,777 colleagues participated,
travelling 244,748 kilometres
by walking, running, horse riding,
cycling and paddling as part of the
campaign, and raising £224,442 for
the Kier Foundation. Our five batons
covered more than 3,000km and
visited 165 of Kier’s sites, in a true
testament to our commitment to
working brilliantly together.
“An inspiring journey.”
Mark
Kier Construction
“It really does say something very big
about the Kier culture.”
Sophie
Kier Group
“Throughout Moving through May, we have
been making the most of the stunning
surroundings we are privileged to work
in by heading out on weekly walks after
work. These outings have taken us on
some incredible trails, allowing us to
connect with the local landscape and
each other in a more meaningful way.”
Rebecca
Kier Transportation
“What a month of walking, sea swimming,
running, paddle boarding and hiking with
some glorious weather throughout, and
all for a good charitable cause.”
Jack
Kier Natural Resources, Nuclear & Networks
Read more about the Kier Foundation on
pages 37–38
244,748 km
moved
£224,442
raised
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ESG report continued
Belong, contribute, thrive
Kier is built by vibrant, diverse, motivated,
highly trained teams. Ensuring that each
colleague feels valued for their contribution
to Kier’s success is essential to our ability to
continue to grow our business sustainably,
to deliver on our long-term strategy and
to provide returns for our shareholders.
Our Diversity and Inclusion roadmap,
available on our website, lays out our
plans to do this, and we explore our
progress in key areas in this section.
Employee networks
Our employee networks are a key
opportunity for Kier to connect our
diverse and geographically dispersed
workforce. Our seven networks, with
their combined membership of more
than 1,200 colleagues from across our
businesses, support us to be a more
inclusive organisation by providing a
platform for our people to make their
voices heard.
Each of our networks 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.
Look out for spotlights on our networks
throughout this People report.
Recruiting diverse talent through
positive action
Through our Diversity and Inclusion
roadmap, we identify ‘building a diverse
workforce’ as a strategic opportunity to
drive our culture mission, as well as our
sustainability strategy, whereby we are
promoting and enabling social impact
and mobility. Find out more about our
approach to social mobility in our
Sustainability report on pages 38–39.
We recruit our people based on both
ability and 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 ensure that
diversity is encouraged at every stage
of the hiring process, and unconscious
bias is combated. In FY25, more than
100 managers received training in
inclusive recruitment.
• Positive action programmes focusing
on initiatives which attract diverse
groups that experience barriers to
employment, offer a chance at a
successful career, and highlight the
diversity of thought, skill and experience
such groups bring to the business.
We have continued to improve our inclusive
recruitment process by developing our
careers site to make it easier to find the
kinds of flexibility offered in our roles. In
FY25, we were recognised for our approach
to delivering an inclusive recruitment
process by winning the ‘candidate experience
award’ at the Personnel Today awards.
Making Ground: Maximising employment
outcomes for people with convictions
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 FY25, we offered:
• 18 employment positions within Kier or
with our supply chain partners to prison
leavers (FY24: 41)
• 28 ROTL
1
opportunities, either with Kier
or with our supply chain, to people in
custody (FY24: 25)
• workshops and employability
training to 337 candidates in custody
(FY24: 35 candidates received
employability training)
1. Released on Temporary Licence.
Discover our Diversity and Inclusion
roadmap on our website
“ My experience of recruiting through
Making Ground was so positive. People
leaving the prison environment come
from all walks of life, have all kinds of
skills, and are seeking to rebuild their
lives. Through the scheme, we found a
highly motivated, talented individual who
made a real difference on a challenging
project. By creating an environment to
thrive, we have retained that talent within
the business and addressed a need for
skills in our team.”
Nicola
Kier Construction, a Hiring
Manager in FY25
Kier and MoJ representatives with
graduates of the Hard Hat Ready initiative
during an event at HMP Channings Wood.
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Leading in
disability confidence
Kier aims to be a disability
inclusive employer,
committed to ensuring that our business
welcomes all abilities. We are members of
the Business Disability Forum, a membership
organisation that works in partnership with
businesses, Government, and disabled
people to remove barriers to inclusion.
This year, we were recognised as a
Disability Confident Leader, following a
third-party assessment. This is the highest
status available on the UK Government’s
Disability Confident Scheme, reflecting
our long-standing commitment to
ensuring that we welcome and empower
people with disabilities in the workplace,
and that we report on the actions we
are taking to support disability, mental
health, and wellbeing. We work with our
occupational health department to
remove barriers to inclusion, ensuring
workplace adjustments to roles, premises,
workstations and equipment are provided
to all of our colleagues.
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. Below, we disclose our FY25
gender and ethnic diversity at Board, senior management and Company-wide levels.
In July 2025, we recruited a new Non-Executive Director to our Board, increasing its gender
diversity. Read more about our Board on pages 72–73, and about our Nomination
Committee on pages 87–89.
People report continued
Gender and ethnic diversity
1,2
Male 67%
(FY24: 67%)
Female 33%
(FY24: 33%)
Board – Gender
3
Male: 74%
(FY24: 75%)
Female 26%
(FY24: 25%)
All employees – Gender
White 74%
(FY24: 74%)
Ethnic minority 18%
(FY24: 17%)
Not stated 8%
(FY24: 9%)
All employees – Ethnicity
Male 54%
(FY24: 53%)
Female 46%
(FY24: 47%)
Senior managers – Gender
1. Kier employees only. Excludes contingent workers.
2. As at 30 June 2025.
3. On 1 July 2025, our Board diversity increased to 40% female.
Our 350+ member Inclusion for
Neurodiversity & Disability network
offers a space for employees with
disabilities or who are neurodiverse
to connect. We foster inclusion and
provide support that may benefit
wellbeing, mental health,
productivity, talent retention,
and career development.
“ We have changed our workplace,
allowing myself and others to bring
our whole selves to work, which
includes our disabilities.”
Richard
KIND Network Lead
Our Armed Forces Inclusion Network
is an active community of current
or former members of the armed
forces, as well as their allies,
providing support, advocacy and
networking opportunities to its
members and the wider business.
The Kier Armed Forces Inclusion
Network leads visit Royal
Chelsea Hospital for a service
of remembrance.
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 FY25, we offered
employment to 94 veterans and 11
reservists (FY24: 67 and 11 respectively).
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Embracing our emerging talent
Developing tomorrow’s workforce is an
opportunity for us to drive forward our
long-term sustainable growth strategy.
With an ageing workforce in construction,
and a consequent skills gap, attracting
new talent is crucial to Kier’s success.
Our Emerging Talent team drives our
industry-leading apprenticeship and
graduate schemes forward, and
contributes to our culture programme,
as well as to our Building for a Sustainable
World framework.
Earn and Learn opportunities,
such as apprenticeships and graduate
programmes, are an opportunity to
develop professionally and academically,
simultaneously. In FY25, 11.3% of our people
were on such schemes. This achievement
earned us our ‘Platinum’ membership
of the 5% Club. With 86 future graduates
on industrial placements, 179 university
leavers on our graduate programme, and
590 apprentices in our workforce at year
end, we are proud to be developing highly
capable future talent to sustain our industry.
We do not limit Earn and Learn opportunities
to school leavers, instead making
applications available to Kier colleagues
throughout the year as an opportunity to
grow new skills and gain qualifications as
part of their intrinsic career development.
People report continued
Award-winning emerging talent:
Riana’s story
Riana is a site engineer in our Natural
Resources, Nuclear & Networks division.
Whilst with our Transportation business,
she won the Rising Star category at the
Rail Industry Association’s RISE Awards.
In her five years with Kier, Riana has
engaged with the next generation of
the industry’s workforce through her
self-authored children’s
book and
demonstrated a commitment
to diversity
and inclusion, all whilst excelling in
her career.
“ This recognition means so much to
me. It celebrates both my personal
achievements and my passion for
promoting diversity and inclusion,
inspiring young people to explore
opportunities in our industry, and
using my story to empower others.”
Riana with her Rising Star award at
the Rail Industry Association Awards.
Our Gender Alliance and Inclusion
Network (GAIN) supports gender
inclusivity across the Group by
educating and raising awareness
of gender issues and creating
safe spaces to do so. Within GAIN,
a dedicated group focuses on
providing support to people
experiencing menopause, and, in
FY25, we launched our working families
working community, supporting our
colleagues to balance their career
and family life.
In parallel, our One World Network
connects international colleagues
across Kier, serving as a forum
to challenge discrimination and
develop best practice for inclusion,
whilst our Racial Inclusion Network
encourages racial diversity at every
level in the organisation.
Participating in multiple, cross-industry
reviews of our progress to improve diversity
and inclusion in our workforce supports us
to understand our strengths, as well as
identify our areas for improvement. This
year, 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
business, we ranked 23
rd
, demonstrating
Kier’s commitment to driving progress
in this area.
We achieved ‘Advanced Employer’ (Level 3)
status on the Investing in Ethnicity Maturity
Matrix
1
, which demonstrates our progress to
becoming a more ethnically diverse business.
Our position on this matrix places us in the
top 25 of the 120 cross-sector employers
connected with Investing in Ethnicity.
1. The four-tiered matrix is a benchmarking tool for
businesses to use to measure their progress against
their own targets and those of other organisations
inside and outside of the sector.
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Developing our learning and
performance culture
To support our long-term sustainable
growth strategy, it is essential that we
retain a trained, equipped, high-performing
workforce to deliver on our projects and to
our stakeholders. In addition to providing
training to managers to support their
teams’ performance, 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.
In FY25, we achieved Platinum 5% Club
status. Read more about what this means
for Kier on pages 34–35.
Kier Learn & Perform
Kier Learn & Perform is our online training
management system, which is available
to all Kier people. The system hosts all
mandatory compliance training, safety
and job-specific training, as well as
broad-scope, self-paced upskilling
opportunities for our people.
To support our high-performance culture,
we monitor employees’ annual performance
against timebound, collective and self-set
objectives through the platform. With key
touch points with managers at the
beginning, in the middle and at the end
of the financial year, 98% of our in-scope
employees completed their end-of-year
FY25 Perform reviews, demonstrating our
commitment to this important process.
Leadership and management development
In FY25, we evolved our programmes, which are designed to grow our
colleagues’ line management and leadership skills. Our managers and
leaders are essential to delivering on our strategy, and we are committed
to ensuring all our people have the tools they need to lead their teams
with confidence. This is part of our strategy to develop a diverse, inclusive,
high-performing workforce, and to retain our talent over the long term.
We partner with accredited institutions to deliver our programmes,
including the Chartered Management Institute (CMI), leading business
schools and universities. We are proud to be a CMI centre, able to offer
CMI-endorsed qualifications.
People report continued
ESG report continued
Raising Leaders
For managers who want to
become strategic leaders.
Building Leaders
For leaders aspiring
to reach our most
senior roles.
Inspire
For line managers who want
to further develop their
people management skills.
Elevate
For colleagues preparing
to become line managers.
Supervisor Development
programme
For operational supervisors who
want to develop their people
management skills.
Supervisor development programme
In FY25, we launched a bespoke supervisor development
programme, designed to boost site-based skills in people
management, enhanced communication, and problem solving.
“The programme has been developed so that supervisors can
reach their full potential. I had opportunities to reflect on and learn
from my behaviours and communication style. Taking part has
benefited me both as a supervisor and as an individual. I am
carrying what I learned into my everyday life.”
Jaeger
Kier Transportation
Participants in the supervisor development
programme at their capstone event.
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The Bold and Future-focused Award
(the Chief Executive’s Award) celebrates
an outstanding person, team, or project
group that thinks ahead, finds creative
solutions to problems, and is proactive
in spotting and fixing issues. Megan
won this award for her work to bring
together Kier’s award-winning, flagship
Building Leaders and Raising Leaders
programmes with Cranfield Management
School. With talent retention a key
focus for the business and the
industry, these programmes prepare
colleagues for senior roles at Kier,
aiming to create a strong pipeline
of future leaders.
“ I am overwhelmed to have won this.
To be recognised at this sort of level
is amazing.”
Megan won this award for her work
to bring together Kier’s leadership
development programmes.
ESG report continued
Celebrating professional development
At Kier, we encourage and celebrate
professional membership opportunities.
Doing so is a win-win for the business,
whereby we demonstrate the breadth
and depth of our expertise to our customers,
whilst supporting our people to continue
their professional development with Kier.
Key to quality and efficiency across our
operations, we support our colleagues
to join more than 100 organisations which
relate to our business.
Supporting our people
We seek to nurture our colleagues’ sense of
belonging at work, and to create a supportive
environment where they can contribute and
thrive. The rewards and benefits we offer are
an important opportunity for Kier to be an
employer of choice.
As laid out on pages 45–48, we prioritise
the health and wellbeing of our entire
workforce through our strategic approach
to safety, through our culture, and through
the support we offer.
Further details on our Remuneration Policy
and the financial support we offer to our
people, including tax efficiency savings
schemes, can be found on page 98.
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.
In particular, 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. During FY25, the Group
continued to review and improve these
policies, introducing a new Neonatal
Care Leave Policy and Workplace
Adjustments Policy.
Kier is a proud family-friendly employer,
offering 26 weeks’ maternity leave and
eight weeks’ paternity leave, at full pay, to
all eligible employees. In addition to our
approach to flexible and agile working,
this is how we support our people to
belong, contribute and thrive at work,
and in their home and family life. Read
more about our Gender Alliance Inclusion
Network (GAIN) on page 51.
“ Kier’s eight-week paid paternity leave was so valuable
for me. It gave me the precious opportunity to spend
quality time with my son – time that wouldn’t have
been possible without this policy. It’s also allowed me
to support my family at home, making a massive
difference in those early weeks.
Our industry is fascinating, and I love my job; but just
as importantly, I appreciate how genuinely supportive
Kier has been to me as a new father.”
Tom
GAIN Lead
Tom, our GAIN lead, with his son.
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Disclosures Pages
Governance
(a) Board oversight of climate-related risks
and opportunities
See pages
31, 61–62, 67
(b) Management’s role relating to
climate-related risks and opportunities
See pages
31, 61–62, 67
Strategy
(a) Climate-related risks and opportunities
See pages
56–59
(b) Impacts of climate-related risks
and opportunities
See pages
54–58
(c) Description of the resilience of strategy
in different climate-related scenarios
See pages
56–58
Risk management
(a) Processes for identifying and assessing
climate-related risks See page 56
(b) Processes for managing
climate-related risks See page 56
(c) How climate-related risks are integrated
into overall risk management
See pages
31, 54–56
Metrics and targets
(a) Metrics used to assess climate-related
risks and opportunities
See pages
43, 56–58
(b) Scope 1, Scope 2 and Scope 3 greenhouse
gas (GHG) emissions See page 43
(c) Targets used to manage
climate-related risks and opportunities
and associated performance
See pages
21, 39–41, 56
TCFD report
Climate change continues to impact
each of us on both a local and global
scale. Kier, along with our wider
industry, has both the responsibility
and the opportunity to support the
United Kingdom’s transition to a low
emission-built environment that is
both resilient to the effects of climate
change, and minimises our own
environmental impact. As such,
we link our business ambitions with
our environmental and social goals.
This approach is reflected in our
purpose, which is to sustainably
deliver infrastructure that is vital
to the UK. We continue to operate in
line with our Building for a Sustainable
World framework, which has been
designed to tackle our most material
topics, as identified in our double
materiality assessment. Climate
action – reducing the carbon
footprint of our operations and
adapting to the impacts of climate
change – is key to this framework.
We continue to reduce our Scope 1,
2 and 3 emissions in line with our
near-term carbon reduction and net
zero targets, and we report on our
achievements throughout the ESG
section of this Annual Report.
Here, in our TCFD report, we detail
our climate-related financial
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.
Strategy
We recognise that climate change
generates risks to our business.
However, we know that taking climate
action – such as supporting a just
transition to net zero – presents
compelling opportunities to advance
our broader long-term sustainable
growth strategy.
As part of our TCFD-aligned
reporting, we outline our most
significant climate-related risks and
opportunities and how each impacts
our activities and strategy. 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.
In FY25, we worked with external experts
to improve our understanding of the
impacts of risks and opportunities
under different climate outcomes.
We updated the scenarios used in our
risk and opportunity analysis to three
shared socio-economic pathways
(SSP), which are considered more
accurate future climate scenarios.
These pathways consider various
possible socio-economic challenges
for climate change mitigation
and adaptation, as well as various
emissions projections, and adopt
global (CMIP5 mean model from the
World Meteorological Organisation)
and regional (UK Climate Projections
2018) physical and transition scenarios.
Time horizons:
To align with the projections from
the scenarios (on page 55) and
considering climate change
timescales, we assessed the impact
of the scenarios (on pages 57–59)
under these time horizons:
• Short term: 2025–2027 (reflecting
our strategic and business risk
management processes)
• Medium term: 2028–2030
(reflecting the timescales for our
near-term science-based targets)
• Long term: 2031–2050 (reflecting the
lifecycle impacts of the buildings
and infrastructure we construct
and maintain alignment with
the Paris Agreement net zero
2050 targets)
Go online to read more about our
double materiality assessment
Kier Group plc Annual Report and Accounts 202554
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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
Global temperature
rise by 2100 Associated models Description
SSP 1 (low
challenge)
Less than 2°C • CMIP6 mean model,
World Meteorological
Organisation (RCP 2.6)
• UKCP18 RCP 2.6
• IMAGE 3.0
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
SSP 2 (medium
challenge)
2°C-3°C • CMIP6 mean model,
World Meteorological
Organisation (RCP 4.5)
• UKCP18 RCP 4.5
• MESSAGEix-GLOBIUM
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 the RCP 2.6 scenario 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
SSP 3 (high
challenge)
3°C-4°C • CMIP6 mean model,
World Meteorological
Organisation (RCP 6.0)
• UKCP18 RCP 6.0
• AIM/CGE
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
Following our adoption of the above
scenarios, we
updated and evolved our five
climate-related
risks and five climate-related
opportunities previously disclosed. Our
assessment demonstrated these updated
risks and opportunities have the potential to
materially impact our business. 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 associated environmental outcomes
or affects financial performance.
Impact of updated scenarios
During our FY25 assessment, we reviewed
the risks to each of our operating divisions,
which enabled us to develop informed
mitigation and management strategies.
We also gained further insight into growth
areas for the business, as we continue to
support our clients to implement climate
mitigation and adaptation strategies in
response to climate change.
The updated assessment process and
scenarios have resulted in changes to a
number of risks and opportunities ratings.
Significant changes of note are to risk 1
(carbon pricing mechanisms) and
opportunity 5 (increased demand for
repair/maintenance services). Underpinned
by our robust governance of sustainability
matters, changes to risk 1 result from our
progress to reduce carbon emissions,
and our enhanced mitigation measures.
Similarly, changes to opportunity 5 reflect
the requirement of our clients to adapt to
climate change, and the positive trend in
the proportion of our projects which deliver
climate resilience.
See pages 57–59 for a breakdown of our
risk and opportunity analysis.
TCFD report continued
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Metrics and targets
We monitor and report on Scope 1, 2
and 3 greenhouse gas emissions as well
as energy consumption. 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 32.
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 30–44.
ESG report continued
Risk management
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 enhanced
the climate-related risks and opportunities
relevant to Kier since they were initially
identified in FY22.
Sustainability remains a principal risk for
the business, reflecting the interconnectivity
between climate change and other ESG
topics. How we oversee ESG matters,
including climate change, is outlined on
page 31. In line with our risk management
framework, explored in detail on pages
60–61, we review sustainability, and in
particular climate-related risk, at Board
level in our ESG Committee. The Chief
Executive has ultimate responsibility for
climate-related risks and opportunities,
and the Board has overall responsibility
for risk management across the Group.
The Chief Executive, Chief Financial Officer
and Executive Committee carry out a
quarterly risk review where the response
to and control of risks and opportunities
are assessed. The Group’s Risk Management
and Audit Committee (RMAC) considers
principal risks and reviews the effectiveness
of the systems of risk management and
internal control.
In addition to forming an essential
part of our formal governance and risk
management procedures, our sustainability
ambitions are integrated into everything
we do, and everyone involved in our
operations is expected to take ownership
of the sustainability-related risks and
opportunities within their remit.
Each Kier business division has its own
climate-related risk and opportunity
register, which is embedded into
operational/functional controls and
overseen by our Sustainability teams.
Significant risks are elevated to the
divisional risk register and controls are
integrated into operational processes.
For example, physical climate risks are
managed through severe weather plans,
dust management plans and surface
water management plans.
Risk and opportunity assessment
How we prioritise risks and opportunities is
primarily 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
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 FY25, we
continued to develop internally a financial
assessment of our risks and opportunities
to better understand the potential financial
impact and cost of mitigation. A qualitative
assessment of these impacts is provided
on pages 57–59, and we continue to
explore possible improvements to our
TCFD disclosure as our reporting matures.
TCFD report continued
Go online to read our
Climate & Nature report
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ESG report continued
Risks
Risk
1
Carbon pricing mechanisms
2
Inadequate development of low
carbon materials and technology
3
Increasing customer requirements
and industry standards
4
Disruption due to extreme
weather events
5
Climate impacts on productivity
Overall risk rating
Low Medium Medium Medium Medium
Risk rating by scenario
SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3
Pre-mitigation
Medium Medium Medium Medium Medium Medium High Medium Medium Medium Medium High Medium High High
Post-mitigation
Low Low Low Low Medium Medium Medium Low Low Medium Medium Medium Medium Medium High
Type Transition (policy and legal) Transition (technology) Transition (markets) Physical (acute) Physical (chronic)
Area Upstream Upstream Downstream Upstream Own operations
Primary potential
financial impact
Increased emission-related costs Increased indirect (procurement) costs Reduced revenues
(increasing requirements)
Reduced revenues (disruption) 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 that we may be
exposed to carbon emission costs
and/or resultant price increases for
procurement of applicable goods,
for example fossil fuels, if these
additional costs are not reflected
in contract budgets.
Achieving the increasingly stringent
regulatory and contractual sustainability
requirements will rely on the ability of
manufacturers to adapt their processes
at the required pace, and the effective
allocation of budgets to support
innovation at a project level.
This may result in various impacts,
such as service disruption due to
non-availability of materials, increased
procurement costs as demand exceeds
supply, and a reduction in stakeholder
confidence if targets/requirements
cannot be met.
Expanding client sustainability
requirements are becoming more
frequent and onerous, therefore creating
additional responsibilities during
project delivery.
Emerging disclosure requirements, e.g.
ISSB, also create additional reporting
burdens and associated auditing and
administrative costs.
We may be at risk of reduced client and
investor confidence and therefore fail to
secure contracts if we fail to deliver on
targets and requirements.
Various acute physical events related to
climate change (storms, floods, wildfires,
etc.) could disrupt supply chains and
operations, especially for operations
located in/materials sourced from
areas with less capacity to respond
to such events.
Some of our key material dependencies
may be impacted by these risks, which
could result in non-availability of
key goods.
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.
Time horizon Medium term Medium term Medium term Long term Long term
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 begun trialling 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. Recently
this has included our contribution to a
collaborative industry research project
into the sustainability of hydro-treated
vegetable oil as an alternative fuel, and
we are now looking at the practicalities
of requiring our priority suppliers
to obtain Science Based Target
initiative validation.
We regularly engage with our clients
to incorporate their carbon reduction
plans into our design and planning. We
report in full on our net zero processes,
performance and ambition and
continue to align with the strategies
of our key stakeholders as identified
through our double materiality analysis
and ongoing engagement.
Our Whole Life Carbon Assessment
Service has been expanded, to lower
project embodied and operational
carbon, ahead of expected increasing
client and regulatory requirements.
We continue to use UKCP18 within
our scenario analysis allowing the
assessment of climate risks regionally
to inform management and mitigation.
We are using 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.
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.
In FY25 we adopted Taskforce for
Nature-related Financial Disclosures
and also expanded our CDP disclosure
to incorporate water and biodiversity,
therefore improving our understanding
of our exposure to risks which are
indirectly linked to climate.
Associated metrics
Carbon emissions Carbon emissions Green revenue SEIR SEIR
TCFD report continued
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ESG report continued
Opportunities
Opportunity
1
Increased operating income for
green-aligned projects
2
Resource efficiency
3
Resilience to fossil fuel
market volatility
4
Enhanced reputation
5
Increased demand for repair/
maintenance services
Overall
opportunity rating
High Medium Low Medium High
Opportunity rating
by scenario
SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3 SSP1 SSP2 SSP3
Pre-management
High Medium Medium Medium Medium Medium Medium Low Low Medium Medium Low Medium Medium High
Post-management
High High Medium High Medium Medium Medium Low Low Medium Medium Medium Medium High High
Type Markets (transition) Resource efficiency (transition) Resilience (transition) Reputation (transition) Market (physical)
Area Downstream Own operations Upstream/own operations Downstream/own operations Downstream
Primary potential
financial impact
Increased revenue (emerging/
expanding markets)
Reduced direct costs Reduced direct costs Increased revenue (improved work
winning)/improved access to capital
Increased revenue (emerging/
expanding markets)
Description Kier’s revenue has been assessed in
alignment with the FTSE Russell Green
Revenues Classification System and we
have consistently observed a growing
proportion of green-aligned revenue,
including low-carbon buildings, climate
adaptation projects, and sustainable
transport infrastructure.
In addition to providing market growth
opportunities, our mature sustainability
capabilities provide barriers to
market entry.
Energy and resource efficiency will
be key components of Kier’s early
decarbonisation efforts and are
increasingly incentivised or required
by regulation and clients. Kier stands
to benefit through lower expenditure
on resources, fuels and energy.
As we transition our operations to work
towards our near-term and net zero
targets, we are exploring opportunities
to increase self-generation of renewable
electricity and opportunities to source
renewable energy via lower- carbon
sources such as sustainable biomethane,
hydrotreated vegetable oil (HVO)
and electricity from Power Purchase
Agreements. If these opportunities are
implemented, this will reduce emissions
and increase resiliency to energy market
volatility and potential price increases
over time.
Cultivating a reputation as a climate
leader with a history of consistently
going beyond compliance and
delivering effective climate action
across our value chain could lead to:
• Outperforming competitors and
significant growth.
• An ability to attract and retain
top talent.
• Improved supply chain terms
and costs.
• Improved access to capital.
The physical impacts of climate change
are expected to increase the need for
services to improve the resilience of
buildings and infrastructure in the UK,
through both proactive solutions such
as flood defence projects and reactive
solutions such as highways and rail
infrastructure repair and maintenance.
These are existing markets for Kier
in which there is a potential growth
opportunity as the need for these
services increases.
Time horizon Short term Medium term Medium term Medium term Long term
Mitigation Our Construction and Infrastructure
Services 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.
In FY25 we also restructured our internal
design houses, including bringing
together our sustainable design
capabilities to more efficiently deliver
on the growing demand for sustainable
buildings and infrastructure.
Our ISO 14001-certified environmental
management system ensures
resources are managed sustainably,
waste is avoided and we protect the
natural environment.
Our in-house carbon assessment
and advice service helps design
out high-carbon materials and
identify opportunities for construction
process efficiency.
Our continuing partnership with the Supply
Chain Sustainability School provides a
forum to increase supply chain skills and
collaborate with our peers and clients to
drive continuous improvement.
Following the conclusion of the
HVO research initiative led by the
Supply Chain Sustainability School
and part-funded by Kier, we have
improved our due diligence standards
and engaged with our supply chain to
lock in an HVO supply, delivering price
stability as we progress towards our
near-term carbon reduction targets.
We have also appointed a new utility
broker and incorporated contractual
requirements to support Kier in progressing
towards more impactful energy sourcing,
requiring REGO certification as a minimum
and PPAs/self-generation as an
ambition for all direct energy supplies.
We continue to work towards our
Building for a Sustainable World
framework which was created to align
to the most material topics and our
stakeholders’ priorities.
We regularly disclose our climate
performance and supporting
information through voluntary and
mandatory disclosure schemes to
evidence on continuous improvement.
Last year we carried out a review of
the climate adaptation strategies of
our clients within key markets, and we
maintain a business structure which
is aligned to the changing needs of
our clients.
We continue to use the FTSE Russell
Green Revenue Classification System
to assess our project revenues and
continue to see positive trends in the
proportion of our projects which deliver
on climate resilience, e.g. flood defence.
Associated metrics Green revenue Tonnes waste/£1m revenue Carbon emissions Green revenue Green revenue
TCFD report continued
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ESG report continued
Significant climate-related risks and opportunities by division
Infrastructure Services
Natural Resources, Nuclear & Networks
Risks Opportunities
Physical climate change impacts
creating service disruption
Growth in existing markets
resulting from climate change
mitigation/adaptation
Uncertain pace of
technological innovation
Reputational gains due to
transparency and performance
Construction
Risks Opportunities
Supply chain disruption
due to physical/transitional
climate impacts
Growth in existing markets
resulting from climate change
mitigation/adaptation
Indirect exposure to carbon
pricing mechanisms
Improved resource efficiency through
innovative developments
Property
Risks Opportunities
Indirect exposure to carbon
pricing mechanisms
Growth in existing markets
resulting from climate change
mitigation/adaptation
Climate change transition resulting
in market uncertainty
Reputational gains due to
transparency and performance
TCFD report continued
Transportation
Risks Opportunities
Climate change transition resulting
in market uncertainty
Improved resource efficiency
through innovative developments
Supply chain disruption
due to physical/transitional
climate impacts
Growth in existing markets
resulting from climate change
mitigation/adaptation
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Our risk management framework
Risk management is fundamental to the
achievement of our long-term sustainable
growth plan and operational delivery
Our risk management and internal
control framework continues to ensure
we identify and manage the changing
internal and external risk landscape
collaboratively with our clients. We have
further developed the framework to
include material controls in line with the
2024 UK Corporate Governance
Code.
The roles and responsibilities
for the
framework are set out on page 61.
Board
The Board retains overall responsibility
for how the Group manages risk and
for the Group’s risk management and
internal control framework. The Board
determines its appetite with respect
to the Group’s principal risks and
uncertainties (PRUs) via the Risk
Management and Audit Committee
(RMAC) and assesses the effectiveness
of the systems of risk management and
internal control which are designed to
mitigate the impact of the PRUs on the
Group’s operations. The Board takes a
balanced view of PRUs and material
controls across financial, operational,
reporting and compliance business
processes and reviews risk as part of
its strategy development sessions.
There is a structured flow of risk
information for the Board’s notification
and approval including regular updates
on risk management of critical contracts
ensuring effective awareness of risk
management actions.
Further information on the risk
management and internal control
framework including the sources of
assurance is set out in the ‘Risk
governance’ diagram on page 61.
Risk reporting and insight
The Group reviews its operations through
the Executive Committee and Group
Risk Committee (GRC), based on the
PRUs and corporate and operational risk
processes to identify both risks and
opportunities. Key Risk Indicators (KRIs)
are used to evidence if a risk is improving
or deteriorating in terms of likelihood
and impact. KRIs have clear tolerance
levels and are monitored and reported
against each PRU. ESG risk management
is integrated into the PRU and operational
risk processes and specifically the Health
and Safety, People and Sustainability
PRUs. Group risks are assessed quarterly,
agreed with risk owners and reported
to the GRC and RMAC.
In addition, a risk management refresh is
carried out with the Executive Committee
annually. The business division commercial
teams ensure the risk management
principles of the Group are reflected within
their operations and manage the process
to allow the GRC to consider both top-down
and bottom-up risks.
The Board, through the RMAC, reviewed the
Group’s current PRUs, external corporate
reporting, fraud and emerging risks
aligned to Kier’s strategic actions. Emerging
risks considered included the increasing
risks and opportunities related to the use
of technology in operations and the impact
of artificial intelligence. 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.
Assurance
An Audit and Assurance Policy, supporting
documents and assurance mapping across
the sources of assurance have been
developed with their primary purpose
to demonstrate to senior management,
the RMAC and Board how Kier is assuring
information related to its PRUs, external
corporate reporting and fraud risks.
Working with the risk owners and in
preparation for the 2024 UK Corporate
Governance Code provision on risk
management and internal control
disclosures, material controls have
been identified and assessed and
reflected in the assurance map.
“ An Audit and Assurance Policy, supporting documents
and assurance mapping across the sources of assurance
have been developed with their primary purpose to
demonstrate to senior management, the RMAC and the
Board how Kier is assuring information related to its PRUs,
external corporate reporting and fraud risk.”
Risk management
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Our risk management framework continued
Risk governance
Risk 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; and
• Fraud, including override of controls.
External assurance providers
Deliver assurance over various Kier risks
and activities, such as ISO 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 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.
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 – monitor adherence to the risk
and compliance frameworks.
Group Risk Tender Committee
Provides independent review and risk
mitigation recommendations relating
to trading opportunities and tenders
undertaken by all Group businesses.
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
Focus 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.
Risk management continued
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Our risk management framework continued
The Group reviews its operations through
the Executive Committee and Group Risk
Committee (GRC), based on the principal
risks and uncertainties (PRUs), corporate and
operational risk processes to identify both
risks and opportunities.
The Board’s assessment of risk
The Board has undertaken a robust
assessment of the Group’s PRUs and
emerging risks, their potential impact,
the mitigating actions proposed in
respect of each PRU, the change in
risk profile during the year (in terms
of impact and likelihood), and the
Board’s risk appetite for each PRU,
which are summarised below. The PRUs
are not listed in any order of priority and
are plotted on a net basis, including
current mitigations.
Changes to the PRUs
In carrying out the assessment, one
change was made to the PRUs in relation
to the IT Security, Resilience, Cyber and
Data Protection PRU, with the title and
description now updated to include
reference to data governance and digital
technology risks. The status of this risk
has also changed to ‘Increasing’ given the
continued increase in and sophistication
of global cyberattacks, although no
change to the impact or likelihood
rating was considered necessary.
Risk heatmap
The list below sets out the Group’s PRUs
and the Board’s appetite with respect
to each risk:
Risk appetite
1
Health and safety Low
2
Legislation and regulation Low
3
Funding Low
4
Maintaining an order book
within selected markets
Low
5
Contract management Low
6
People Medium
7
Supply chain Low
8
Strategy Low
9
Digital technology,
data and cyber
Low
10
Sustainability Low
11
Macroeconomic Medium
Risk assessment 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
Low – minor impact on the Group’s
finance, operations or reputation.
Medium – moderate impact on the
Group’s finance, operations or reputation.
High – major impact on the Group’s
finance, operations or reputation.
Likelihood
Improbable – unlikely occurrence for
the Group.
Possible – moderate likelihood of
occurrence for the Group.
Probable – likely occurrence for the Group.
Low Medium High
Impact
Improbable Possible Probable
Likelihood
1 3 8 10
4 5 6 7 9
11
2
Principal risks
and uncertainties
9
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Principal risk Description Impact/actions
1
Health and safety
Risk owner
Chief People Officer
Board risk appetite
Low
Level of impact
High
Level of likelihood
Improbable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
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 our people,
plus members of the public and
stakeholders who may be affected
by our 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.
Potential impact
• An increase in safety
incidents on site
• An unhealthy employee population
resulting in greater levels of
absence, lowered operational
performance and resilience
• The failure to meet clients’
expectations, adversely
affecting our ability to bid
for and win new work
• Financial penalties arising
from fines, legal action and
project delays
• Reputational impact
Mitigating actions
• Simplified Integrated Management
System making it easier for our
people to access and find the
information they need, freeing
them up to proactively manage
HSW on our projects
• Improve safety performance
by sharing lessons learnt from
incidents via alerts, safety
bulletins and the Incident
Review Board process
• Group-wide HSW strategy with
divisional supporting approaches
• Proactive HSW leadership including
senior management Visible
Leadership Tours, Operational
Safety Inspections, Site Safety
Inspections, and the sharing
of best practice
• Compliance with ISO 45001
(occupational health and
safety management system)
• Provision and promotion of our
network of wellbeing support
and offerings
Principal risk Description Impact/actions
2
Legislation
and regulation
Risk owner
General Counsel
Board risk appetite
Low
Level of impact
Medium
Level of likelihood
Improbable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
• Generate cash
Failure to comply with and
manage effectively applicable
legislation and regulation and
any changes to them
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 our 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 we remain 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.
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
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
Principal risks and uncertainties continued
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Our risk management framework continued
Principal risk Description Impact/actions
3
Funding
Risk owner
Chief Financial Officer
Board risk appetite
Low
Level of impact
High
Level of likelihood
Improbable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
• Generate cash
Failure to maintain adequate
financial liquidity and/or comply
with financial covenants
Failure to maintain adequate
financial liquidity and/or comply
with financial covenants resulting
in an inability to execute the
Group’s strategy effectively.
Risk appetite rationale
Our risk appetite is low as
having access to committed
funding is critical to ensuring
operational stability.
Risk appetite statement
Ensuring the Group operates
responsibly within its agreed
borrowing covenants is a key
component of the Group’s
financial planning and monitoring
processes. The Group is targeting
a sustainable net cash position
in the medium term.
Potential impact
• The loss of confidence by
other stakeholders (for example,
investors, clients, subcontractors,
and employees)
• Conducting existing business
becomes increasingly challenging
• The loss of future business
Mitigating actions
• Effective cash forecasting and
working capital management
in combination with continued
monitoring and prudent financial
planning to ensure cash
generation and covenant
compliance are maintained
• Continued collaborative
engagement with key stakeholders
• Through financial planning the
Group ensures that appropriate
levels of headroom under
committed facilities and their
financial covenants are in
place to accommodate
reasonable downside
Principal risk Description Impact/actions
4
Maintaining an
order book within
selected markets
Risk owner
Group Managing Directors
Board risk appetite
Low
Level of impact
Medium
Level of likelihood
Possible
Risk status
No change
Link to strategic action
• Sustainable growth
• Generate cash
A general market or sector
downturn materially and
adversely affects the Group’s
ability to secure work – UK
Government spending,
certainty and timing, including
competitiveness of the
current market
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 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.
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
• Project Lifecycle Management
gateway process
Principal risks and uncertainties continued
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Principal risk Description Impact/actions
5
Contract
management
Risk owner
Group Managing Directors
Board risk appetite
Low
Level of impact
Medium
Level of likelihood
Possible
Risk status
No change
Link to strategic action
• Sustainable growth
• Generate cash
Failure to manage contracts
effectively at each stage of a
project’s lifecycle
The business suffers a significant
loss as a result of failing to
adequately undertake bidding,
design, mobilisation, delivery
and handover (including any
remediation works).
Risk appetite rationale
The Group has a low risk appetite
in relation to tender and change
management because of the
increased risk of a loss making
project or unacceptable work
in progress.
Risk appetite statement
We are disciplined with our project
selection to ensure we select
projects under frameworks or
with clients that 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.
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
Mitigating actions
• PLM sets the structure for
managing projects end to end
• Tender peer review through the
Group Tender Risk Committee
• Kier standards for
contract amendments
• Commercial Handbook explains
how we manage change
• In-built escalation to identify
unacceptable levels of
unagreed change
Principal risk Description Impact/actions
6
People
Risk owner
Chief People Officer
Board risk appetite
Medium
Level of impact
Medium
Level of likelihood
Possible
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
• Generate cash
Failure to attract and retain
key 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.
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
• Embed and develop the Kier
culture (values and healthy
behaviours) to drive high and
balanced performance
• Delivering the People strategy
and strategic workforce planning
aligned to the business plan
• Deliver the responsible
business strategy
• Deliver award-winning leadership,
management and technical
development offer supported
by a proactive talent
management process
• Employee engagement, feedback
and positive action plan (Your Voice)
• Compelling and competitive
employee value proposition
Principal risks and uncertainties continued
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Our risk management framework continued
Principal risk Description Impact/actions
7
Supply chain
Risk owner
Chief Financial Officer
Board risk appetite
Low
Level of impact
Medium
Level of likelihood
Possible
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
Failure to maintain effective
working relationships with
the supply chain, supply
chain insolvencies, capacity,
pricing and inflation volatility
The Group relies upon its partners
for the delivery of its projects.
Maintaining a close working
relationship is a priority for
the Group.
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
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.
Potential impact
• Unavailability of appropriate
resources, impacting on project
delivery and cost
• Use of suppliers from outside the
preferred supplier list increases
costs and decreases quality
• Poor relationships lead to lack
of confidence in the Group
and adverse publicity
Mitigating actions
• Establish supplier financial health
prior to the onboarding process
and continually monitor thereafter
• Divisional Procurement Directors
to deliver the supply chain
management strategy
• Continued focus to meet fair
payment reporting requirements
• Use of the Shared Service
Centre and division resources to
channel spend and reduce risk –
early engagement
• Supply chain management
and monitoring of compliance
with Kier standards and
legislative requirements
Principal risk Description Impact/actions
8
Strategy
Risk owner
Chief Executive
Board risk appetite
Low
Level of impact
High
Level of likelihood
Improbable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
• Generate cash
Failure to deliver the
Group’s strategy
The Group fails to deliver its
long-term sustainable growth
plan. Potential vulnerability
to Government fiscal and
spending policies.
Risk appetite rationale
Delivery of the Group’s long-term
sustainable growth plan is critical
to delivering our investment case.
Risk appetite statement
We have business plans
that underpin the long-term
sustainable growth plan. All of
our operational performance
management reviews are geared
towards the achievement of this
plan. Performance Excellence
is in place to ensure we have
the necessary focus on those
capabilities to meet the
strategic plan.
Potential impact
• An adverse impact on the Group’s
net debt and liquidity
• Failure to secure positions on
national and regional frameworks
• Failure to meet stakeholders’
expectations may lead to a decline
in confidence in the Group
Mitigating actions
• Maintaining the balance
sheet strength
• Maintaining a well bid order book
• Delivery of project performance
• Delivery of our Performance
Excellence culture
• Continued focus on
cash management
• Effective communication
with stakeholders
Principal risks and uncertainties continued
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Our risk management framework continued
Principal risk Description Impact/actions
9
Digital technology,
data and cyber
Risk owner
Group IT Director
General Counsel
Board risk appetite
Low
Level of impact
Medium
Level of likelihood
Possible
Risk status
Increasing
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
• Generate cash
Failure to appropriately use
digital technology and data and
to prevent unauthorised use or
loss (including a cyberattack)
The business increasingly uses
digital technology and data in
its operations including the use
of artificial intelligence tools
and applications. Management,
integrity and retention of data
are critical.
Geopolitical events in addition to
the advances in technology are
also increasing the number and
sophistication of cyberattacks.
Risk appetite rationale
The level of UK exposure to state
sponsored threat actors and
complex cyber incidents continues
to increase, so our clients, partners
and ourselves are at a heightened
state of vigilance in relation to
a cyberattack.
We continue to invest in digital
technology to add further value
to our clients in project delivery
and efficiency in our operations.
In doing so we need to ensure
technology is used appropriately
in addition to managing client,
personal and operational data.
Risk appetite statement
We ensure that effective
governance and security
are in place around the use
and advancement of digital
technology (including artificial
intelligence) to prevent adverse
outcomes and the loss of data
or assets.
Our data, IT infrastructure and
systems are protected, including
cyberattack counter measures
and measures to recover and
restore in the event of an incident.
Potential impact
• Failure to leverage digital
technology and use of data
to enhance project delivery
and operations
• Delays in delivery of projects and
operations, failure to win work
• Loss of confidential and/or
other data
• Financial impact – including
regulatory fines
• Reputational/brand damage
Mitigating actions
• Data and AI policies
and procedures
• Staff mandatory training,
awareness and phishing
awareness campaigns
• Control and manage access
to our systems
• ISO 27001 and Cyber Essentials
Plus accreditation
• Disaster recovery and business
continuity plans
• System alerts, patching/
updates, monitoring and
incident management
• Partners and suppliers follow
Group minimum standards
regarding cyber, security and data
Principal risk Description Impact/actions
10
Sustainability
Risk owner
Chief People Officer
Board risk appetite
Low
Level of impact
High
Level of likelihood
Improbable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and
safe delivery
Failure to identify and effectively
manage sustainability risks
and opportunities
Our ability to win work 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.
Sustainable development
is a key focus within current
legislation and regulation, with
expectations for transparent
ESG disclosure growing.
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.
Potential impact
• Failure to win work
• Failure to meet our BfaSW targets
• Failure to meet contractual
requirements and
investor expectations or
regulatory requirements
• Not attracting or retaining people
• Reputational damage
• Inability to access
sustainable finance
Mitigating actions
• Deliver against the BfaSW
framework, including monitoring
key metrics and progress against
targets and commitments
• Sustainability leadership forum
meets quarterly and reviews progress
• Work with our supply chain to help
deliver the actions associated with
our strategic pillars, upskill our
supply chain and further embed
product innovation, including
modern methods of construction
and digitalisation
• Embed our sustainability
data management systems
• Maintain and improve performance
through ESG certification,
accreditation, data verification and
benchmarks and continue proactive
stakeholder reporting and disclosure
• Climate scenario analysis
to mitigate risks and
maximise opportunities
• Retain ISO 14001 certification
and embed environmental
best practice
• Deliver our ethical labour milestone
plan, including regular audits to
monitor compliance in our own
operations and in our supply chain
Principal risks and uncertainties continued
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Our risk management framework continued
Principal risk Description Impact/actions
11
Macroeconomic
Risk owner
Chief Executive
Board risk appetite
Medium
Level of impact
Low
Level of likelihood
Probable
Risk status
No change
Link to strategic action
• Sustainable growth
• Consistent and safe delivery
• Generate cash
Changes in macroeconomic
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 economy
which may arise from economic
slowdown, taxation changes,
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 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 focus on
business where opportunities have
an acceptable risk. We continue to
deliver our contracts, supported by
our risk management framework,
Operating Framework and
Performance Excellence processes.
Potential impact
• Reduced revenue or margins
• Project affordability
• Availability of labour
and materials
• Increased supply chain
insolvency risk
Mitigating actions
• Use of financial derivative
instruments to hedge exposure
to fluctuations in interest and
exchange rates
• Various market insights and
intelligence relating to pricing
and lead times
• Kier risk management framework
• Supply chain management
• Kier Operating Framework
and Performance
Excellence processes
• Kier Commercial Standards
Principal risks and uncertainties continued
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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
Anti-corruption
and anti-bribery
• Anti-Bribery and Corruption Policy
(including Gifts and Hospitality)
• Page 77
Employees • Code of Conduct
• Diversity and Inclusion Policy
• Health, Safety and Wellbeing Policy
• Real Living Wage Policy
• Whistleblowing Policy
• Pages 36,
44–53 and 77
Environmental matters • Environmental Policy
• Sustainability Policy
• Pages 30–44
and 54–59
Respect for
human rights
• Code of Conduct
• Anti-Slavery and Human Trafficking Policy
• Data Protection Policy
• Page 36
Social matters • Sustainability Policy • Pages 30–44
Business model • Description of the Group’s business model • Page 14
Non-financial KPIs • Description of the non-financial key
performance indicators relevant to the
Group’s business
• Page 21
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
• Pages 60–68
Climate-related
financial disclosures
• TCFD report • Pages 54–59
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 77. 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 and the Risk Management and Audit Committee receive regular compliance
updates from the Group General Counsel.
Section 172(1) statement and stakeholder engagement
See page 81 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 78 to 81.
This Strategic report on pages 1 to 69 (inclusive) was approved by the Board and signed
on its behalf by:
Andrew Davies Simon Kesterton
Chief Executive Chief Financial Officer
15 September 2025
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Chairman’s introduction to corporate governance
The Board has continued its focus on
the delivery of our strategy and long-term
sustainable growth plan to deliver value for
our shareholders. Environmental and social
performance is at the heart of Kier’s
licence to operate, so requires significant
Board attention. Throughout the year, the
Board considered the risks, opportunities,
challenges and stakeholder views to ensure
Kier remains competitive and creates a
platform for sustainable growth.
The key activities undertaken by the Board
during the year to ensure Kier’s effective
performance and governance are set out
on page 74.
The Board dedicated a day to a detailed
review of strategy and the different
components of the business that support
its delivery. Further information is set out
on page 75.
We continued to increase our
understanding of the business and
information on our training programme
and the sites we visited are set out in
the following pages of this Corporate
governance report. In addition, the Board
received an update from an external
“ The Board will continue to
monitor progress of the delivery
against strategy. We will ensure
that Kier has strong foundations,
the resources, appropriate risk
management and internal
controls in place for
sustainable growth.”
Matthew Lester
Chairman
Strengthening
foundations for
sustainable growth
expert on our response to cyber risks and
considered the Cyber Code of Practice in
the development of matters reserved for
the Board relating to cyber.
Our Board
Anne Baldock was appointed to the Board
as a Non-Executive Director from 1 July 2025.
As announced on 22 July 2025, Andrew
Davies will be retiring from the Board with
effect from 31 October 2025 and will be
succeeded as Chief Executive by Stuart
Togwell, currently Group MD of Construction.
Further information on these Board
changes can be found in the Nomination
Committee report on pages 87 to 89.
Culture and people
Each of the Non-Executive Directors
carry out at least two site visits every year,
providing them with an opportunity to
meet our employees and hear from them
directly, in addition to deepening our
understanding of the business operations.
A consistent piece of feedback from each
Director is that our people are very
engaged and are proud to work for Kier.
Our people also provided the Board with
insights to improve the way we work and
engage with customers. The Board
recognised the great work our people are
doing and concluded that the culture at
Kier was supportive of our purpose and
values and an enabler of long-term
sustainable growth.
Further information on our culture, the
outcome of employee engagement and
site visits is set out in the following pages
of the Corporate governance report.
Our stakeholders
We engage with a wide range of
stakeholders, all of whom are essential
in enabling us to do business, thereby
ensuring long-term success for Kier. The
Board had a direct dialogue with one of
our key customers at our Board meeting
which helped the Board understand how
Kier can provide further value and
become a trusted supplier.
Further information on how we engage
with our key stakeholders, and the
outcome and impact of our engagement,
can be found on pages 78 to 81.
Annual General Meeting
Information on our Annual General
Meeting (AGM) arrangements this year will
be provided in the Notice of AGM and I look
forward to meeting our shareholders at
this in-person event.
Our focus for the 2026
financialyear
The Board will continue to monitor progress
of the delivery against strategy. We will
ensure that Kier has strong foundations,
and the resources, appropriate risk
management and internal controls in
place for sustainable growth. I hope you
will find this report useful in understanding
our work.
Matthew Lester
Chairman
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202570
The 2018 UK Corporate
Governance Code compliance
The Board considers that it has
complied with the provisions of the
2018 UK Corporate Governance Code
(the 2018 Code) during the year.
Information on how we have applied
the 2018 Code is provided in this
Corporate governance report and
the Directors’ Remuneration report
and a guide is provided in the adjacent
table. The 2018 Code can be found at
www.frc.org.uk.
Corporate governance overview
Further information (pages)
BoardleadershipandCompanypurpose
A. Board’s role 70–81
B. Company’s purpose, values, strategy and culture 1–3, 18, 19,
44, 45 and 77
C. Resources, and prudent and effective controls 71 and 83
D. Shareholder and stakeholder engagement 78–81
E. Workforce policies and practices and
workforce concerns
44–53, 77,
79 and 80
Division of responsibilities
F. Chairman’s role 71
G. Board balance and division of responsibilities 71
H. Non-Executive Directors’ time and role 71 and 77
I. Information and resources 71
Further information (pages)
Composition, succession and evaluation
J. Board appointments 87–89
K. Board and Committee composition, skills and tenure 72 and 73
L. Board evaluation 75
Audit, risk and internal control
M. Policies and procedures for internal and external audit 83–85
N. Fair, balanced and understandable assessment 86
O. Risk and internal control framework, risk assessment
and management
60–68
and 83
Remuneration
P. Remuneration policies and practices 92–115
Q. Director and senior management remuneration 92–115
R. Independent judgement and discretion on remuneration 92–115
The governance framework at Kier
The Group’s primary decision-making body is the Board. The table below sets out the role of the Board and how it has delegated certain
responsibilities to a number of Committees.
Group delegations
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.
While the Board retains oversight and
control across the Group, it delegates certain
responsibilities and decisions regarding our
businesses to their Group Managing Directors,
each of whom sits on, and provides updates to,
the Executive Committee. They are responsible
and accountable for the performance of
the respective business divisions, in line with
the Operating Framework and the Group’s
Delegated Authorities, as well as contributing
to the implementation of the strategy set by the
Board. Further information about the delegations
is available on our website.
Division of responsibilities
The responsibilities of the Chairman, Chief
Executive, Chief Financial Officer, Senior
Independent Director, Non-Executive Directors
and the Company Secretary are clearly defined
and are set out on our website.
Board
• Accountable to shareholders and responsible for 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
Board
Committees
Environmental, Social and
Governance Committee
• Reviews the Group’s
strategy with respect
to safety, environmental
and social matters and
ethical business practice
See page 90
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
See page 87
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
See page 92
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
See page 82
Executive
Committee
• Implements the strategy
• Discusses Group and business divisions’ performance
• Reviews and approves material operational matters such as safety,
people, IT, digital, business assurance and compliance, environment,
social and wellbeing
The Executive Committee is also supported by several Operational
Committees and steering groups including the Group Risk Committee,
the Investment Committee, the Group Tender Risk Committee and
Sustainable Leadership Forums
Visit the our leadership page on our website for information on the
composition of our Executive Committee
Scan the QR code to our website
for further information on our
governance framework and
division of responsibilities
Kier Group plc Annual Report and Accounts 2025 71
Strategic reportOverview Corporate governance Financial statements Other information
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 at 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
• Having a strong track record of
business leadership across a number
of sectors, Andrew is well-qualified to
lead Kier in setting and achieving its
strategic goals
• Significant experience of mergers
and acquisitions and strategy
development and implementation
• Significant operational and corporate
experience through senior roles and
over 28 years with BAE Systems plc
• Formerly Chief Executive Officer
of Wates Group Limited and, until
31 January 2025, a Non-Executive
Director of Chemring Group PLC,
serving as Senior Independent Director
• Fellow of the Institution of Civil Engineers
Principal current
external appointments
• Non-Executive Chairman on the
Eiffage, Kier, Ferrovial Construction
and BAM Nuttall (EKFB) JV Board
Skills, experience and contribution
• Broad range of financial, strategic
and IT leadership experience in his
former senior roles in the engineering
and manufacturing industries
• With significant experience in the
implementation of cost reduction,
M&A and profitability improvement
programmes, Simon has the financial
expertise to help Kier continue to
improve its financial performance
• Formerly Chief Financial Officer,
Europe and Chief Strategic Officer
at IAC Group and Group Finance
Director of RPC Group plc
• 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 extensive commercial and
operational experience through
senior leadership positions in 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
Board of Directors
Matthew Lester
Chairman
Tenure on Board: 5 years, 8 months
Independent: Yes (on appointment)
Chris Browne OBE
Senior Independent Director
Tenure on Board: 3 years
Independent: Yes
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 and an
advocate of early contractor involvement
• 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
• None
Stuart Togwell
Group Managing Director, Construction
(Chief Executive from 1 November 2025)
Tenure on Board: 11 months
Independent: No
Simon Kesterton
Chief Financial Officer
Tenure on Board: 6 years
Independent: No
N
R
Andrew Davies
Chief Executive
(retiring from the Board on 31 October 2025)
Tenure on Board: 6 years, 5 months
Independent: No
N
E
N
R
RA
0 to 3 years 3
3 to 6 years 4
6 to 9 years 0
Tenure of Non-Executive Directors
(as at 15 September 2025)
Independent
70%
Non-independent
30%
Board independence
(as at 15 September 2025)
BoardCommitteeskey:
E
Environmental, Social and Governance
N
Nomination
R
Remuneration
RA
Risk Management and Audit Chair of the Committee
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202572
Skills, experience and contribution
• With extensive experience
of remuneration matters
through her current and former
appointments as chair of remuneration
committees, Margaret brings strong
and effective leadership to the
Remuneration Committee
• An experienced non-executive
director from past appointments
at Phoenix Group, Tandem Bank,
Nucleus Financial Group plc
and One Savings Bank plc
• Broad experience in business
operations, technology and large
transformational change developed
through senior positions across a
range of different industry sectors
Principal current
external appointments
• Non-Executive Director, Chair of the
Remuneration Committee and a
member of the Risk and Compliance
and Nomination Committees of
AJ Bell plc
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 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
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)
Margaret Hassall
Non-Executive Director
Tenure on Board: 2 years, 5 months
Independent: Yes
Mohammed Saddiq
Non-Executive Director
Tenure on Board: 1 year, 9 months
Independent: Yes
Clive Watson
Non-Executive Director
Tenure on Board: 5 years, 5 months
Independent: Yes
Alison Atkinson FREng, MICE CEng
Non-Executive Director
Tenure on Board: 4 years, 9 months
Independent: Yes
Board of Directors continued
E
R
N
RA
E
R
N
RA
E
R
N
RA
E
R
N
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
• Senior Independent Director and
Chair of the Investment Committee
of East West Railway Company Limited
Anne Baldock
Non-Executive Director
(appointed on 1 July 2025)
Tenure on Board: 2 months
Independent: Yes
E
R
N
RA
BoardCommitteeskey:
E
Environmental, Social and Governance
N
Nomination
R
Remuneration
RA
Risk Management and Audit Chair of the Committee
Kier Group plc Annual Report and Accounts 2025 73
Strategic reportOverview Corporate governance Financial statements Other information
Corporate governance
Linktostrategicobjectives:
1
Leverage our attractive
market share positions
in growing markets
2
Maintain and
enhance long-term
customer relationships
3
Resilient and well-
balanced portfolio
4
Deliver disciplined growth,
consistent profitability and
cash generation
Link to principal risks
anduncertainties:
1
Health and safety
2
Legislation and regulation
3
Funding
4
Maintaining an order book
within selected markets
5
Contract management
6
People
7
Supply chain
8
Strategy
9
Digital technology,
data and cyber
10
Sustainability
11
Macroeconomic
Boardkeyactivities
The Chairman, in conjunction
with the Chief Executive,
and with support from the
Company Secretary, plans
the Board meetings to ensure
effective performance and
governance of Kier.
In addition to the usual activities of monitoring progress
against business performance, the order book, balanced
scorecard, financial targets, culture, whistleblowing and
governance matters, Board meetings also encompass
chosen topics and deep dives into matters of strategic
importance. The key activities undertaken by the Board
during the financial year were as shown in the following table:
Link to principal risks
and uncertainties
Strategy
1
2
3
4
Monitored progress against the long-term sustainable growth plan
4
6
8
Set a programme of regular review of strategic priorities, capital allocation policy and growth areas
for Kier to ensure long-term success
4
6
8
Approved the share buyback programme
3
8
Reviewed the mergers and acquisitions pipeline
8
Business and operational
1
2
3
4
Visited and received presentations from the Property and Transportation businesses to understand
their opportunities and challenges and to meet the management teams
4
5
6
8
9
Received an update from the Group Procurement Director on the function’s strategic priorities and
approach to supply chain management to deliver high performance and efficiency
7
Undertook a session with an external expert to deepen our understanding of our cyber risk mitigation
9
Budget and financing
3
4
Approved the budget for FY26
3
Approved the interim and final dividend for FY25
3
8
Reviewed the performance of our pension schemes
3
6
Approved the half-year results, full-year results and Annual Report and Accounts
2
Approved the adoption of a going concern basis of accounting in preparing the half- and full-year results
2
Leadership, people and culture
2
3
4
Appointed Stuart Togwell as an Executive Director and Chris Browne as the Senior Independent Director
which took effect from 1 October 2024
6
Appointed Anne Baldock as Non-Executive Director with effect from 1 July 2025
6
Received updates on the Group’s people agenda including progress on diversity and inclusion, reward
and benefit programmes, talent and development programmes, health and safety, and wellbeing
1
6
Monitored culture through various metrics such as the outcome of employee engagement surveys
6
Governanceandkeystakeholders
1
2
3
4
Engaged directly with a key customer to gain a better understanding of Kier’s performance and how we
can collaborate and support it in its strategic objectives
4
5
8
Chairman carried out a shareholder engagement programme early in calendar year 2025 with top shareholders
to discuss strategy, business performance and governance matters and to understand their views
3
8
Received regular feedback and sentiments from key stakeholders on Kier’s performance
3
8
The Board received training on the Economic Crime and Corporate Transparency Act and Building Safety Act
2
Approved the Tax Strategy Statement and Modern Slavery Statement
2
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202574
Corporate governance continued
Board strategy day
Purpose To monitor progress against the achievement of our long-term
sustainable growth plan ensuring we continue to generate
value for shareholders and other stakeholders
Attendees The Board, Executive Committee members, certain senior
management and an external adviser
Strategic topics
reviewed and
discussed
• Competitor analysis and Kier’s competitive advantage
• Market trends and strategy, macro and political environment
• Growth accelerators
• Investors’ views and priorities surrounding Kier’s strategy and
growth plan
• Capital allocation priorities
• Mergers and acquisitions pipeline
Outcomes and
next steps
Setting an ongoing programme of strategic questions and
topics for consideration throughout FY26
Board and Committee membership and attendance
The Board held six meetings and two calls during the year. One day was also dedicated
to discussing strategy. In addition, there was one unscheduled Board call during the year.
Details of attendance by each Director at the scheduled Board and Committee
meetings during the financial year are as follows:
Board
meeting
RMAC
meeting
ESGCo
meeting
NomCo
meeting
4
RemCo
meeting
5
Matthew Lester 6/6 n/a n/a 3/3 4/4
Alison Atkinson
1
6/6 3/4 3/3 3/3 3/4
Justin Atkinson
2
1/2 1/2 1/2 1/1 1/2
Chris Browne 6/6 4/4 3/3 3/3 4/4
Andrew Davies 6/6 n/a n/a 3/3 n/a
Margaret Hassall 6/6 4/4 3/3 3/3 4/4
Simon Kesterton 6/6 n/a n/a n/a n/a
Mohammed Saddiq 6/6 4/4 3/3 3/3 4/4
Stuart Togwell
3
4/4 n/a n/a n/a n/a
Clive Watson 6/6 4/4 3/3 3/3 4/4
1. Alison Atkinson was unable to attend a meeting due to an unavoidable work commitment.
2. Justin Atkinson was unable to attend a meeting due to illness and he stepped down from the Board from
30 September 2024.
3. Stuart Togwell joined the Board from 1 October 2024.
4. The Nomination Committee held two additional unscheduled calls during the year.
5. The Remuneration Committee held an additional unscheduled call during the year.
Board evaluation
2024 Board evaluation
The Board has made good progress with the recommendations from last year’s
externally facilitated review. An update on the progress is set out below:
Feedback Progress
Customers and suppliers – to hear more
feedback from customers and suppliers
The Board engaged directly with a key
customer at one of its meetings to hear
its feedback on Kier’s performance and
how we can strengthen our relationship
and provide added value.
The Board received an update from the
Procurement function on its strategic plan
and the approach to enhancing the
relationship with our supply chain.
Effectiveness – to consider utilising more
of the Non-Executive Directors’ skills
and experience as a sounding board
for management outside of formal
Board meetings
This is in progress where appropriate, for
example, when management is bidding
for contracts in particular sectors where
our Non-Executive Directors have expertise.
Board succession planning – to
implement a more formal process for
determining the priorities for the next
Board appointment
An expanded Board skills matrix was used
during the year for the recruitment of an
additional Non-Executive Director.
2025 Board evaluation
This year’s Board evaluation took the form of a questionnaire and feedback was sought
from all the Board members. The questionnaire sought input on a range of matters
including culture, engagement with stakeholders, effective oversight of targets and
objectives, quality of discussion and papers. Please see pages 83, 89, 91 and 111 for
information about the effectiveness evaluation of each of the Committees conducted
this year.
The outcome of the evaluation was discussed by the Board and showed that the Board
is operating well. The review identified areas of focus for next year and areas that could
improve the Board’s performance, such as increasing focus on our actions to drive
growth in the business, continual monitoring of progress with achieving our long-term
sustainable growth plan and greater visibility of customer input and feedback.
The Board intends to build the feedback from the evaluation above into a set of
objectives to ensure that the annual schedule of meetings enables effective discussion
and monitoring of these areas.
Kier Group plc Annual Report and Accounts 2025 75
Strategic reportOverview Corporate governance Financial statements Other information
Board development and training
To ensure the Board continually updates
and refreshes its skills and knowledge,
ongoing training and development
support is provided to the Board during
the year. The Board is regularly briefed
on business-related matters, governance,
investor expectations and legal and
regulatory matters. The Board has a series
of training programmes, which comprised
the following during the financial year:
• a refreshed training on safety including
market trends and legislation updates
• the Economic Crime and Corporate
Transparency Act and our
implementation plans
• the Building Safety Act including
our implementation plans, and its risks
and opportunities
Both the Risk Management and
Audit Committee and Remuneration
Committee received updates from
external advisers and management on
relevant accounting and remuneration
developments, evolving market trends
and changing disclosure requirements.
As part of the Board’s annual programme
of site visits, it undertook two visits during
this financial year and the details are set
out on this page.
In addition, in July 2025, post the FY25 year
end, the Board visited HMP Glasgow and
had a briefing on the project and our work
in the North and Scotland region. The Board
also received a presentation from the
Construction team on the transformation
of the Construction business to date,
future plans and growth accelerators.
Corporate governance continued
Board site visit to the A417 Missing Link
Gloucester project and presentation from
the Transportation team
Board site visit
to the Watford
Riverwell project
and business
presentation from
thePropertyteam
The Board visited the Watford Riverwell
project in July 2024. It gained first-hand
experience of this flagship project,
which is a 50-50 joint venture with
Watford Borough Council.
The Property senior leadership team
gave the Board an in-depth
presentation covering:
• the strategic aims and objectives
of the partnership
• the risks
• the financial investments
and returns
• the working relationship with the
joint venture partner ensuring
success for the project
A representative from the joint
venture partner also attended the
meeting to share their perspective
which the Board found invaluable.
One key outcome of this visit was
that the Board had a deeper dive
into this exemplary project and how
the Property business supports the
achievement of our strategy.
The Board visited the A417 Missing
Link project in December 2024, which
is a major strategic road upgrade
with specific requirements to preserve
the Cotswold landscape. It was an
opportunity to understand our impact
from this project in the areas of social
value, community and environment.
The Board also learnt that it was a
testing ground for an award-winning
innovation, biochar, that helps reduce
our environmental impact through
resource efficiency (see more
information on page 42).
The Board received an update on the
digital transformation programme
within the Transportation business and
how it is supporting customers, creating
efficiencies and helping work winning.
Infrastructure that matters Infrastructure that matters
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202576
Corporate governance continued
Conflictsofinterest
The Board has a number of measures in
place to manage conflicts of interest, so
as to ensure that the influence of third
parties does not compromise or override
its judgement. For example, the Board’s
agreement is required before a Director
may accept any additional board
commitments, whether paid or unpaid,
so as to ensure that potential conflicts
of interest are identified at an early stage
and that the relevant Director will continue
to be able to dedicate sufficient time to
the Group.
During the year, the Board considered all
of Anne Baldock’s current commitments
before making a decision to appoint her
as an Independent Non-Executive Director.
In addition, the Board also considered the
additional time requirement on Matthew
Lester’s appointment as the Chairman
of another private company and
Mohammed Saddiq’s appointment
as a Director of another private company
and concluded that they will continue to
have sufficient time to devote to Kier.
Whistleblowing
In order that employees can report any
matters of concern in confidence, the
Group makes available an externally hosted
,
confidential ‘Speak-Up’ whistleblowing
helpline, provided by Safecall.
During the year, the Board received reports
on calls received via the Safecall helpline
and via other means. The reports categorised
the matters raised into a range of topics
such as financial, HR, safety and compliance
(including anti-bribery and corruption)
and included how management had
investigated them. In FY25 there were 47
calls made to Safecall (FY24: 30) and 12
reports received via other means, such
as line management or directly to Group
Compliance (FY24: 8).
There was an increase in reports in FY25,
attributable to the consolidation of our
internal and independently managed
reporting lines, which made it more
straightforward for our workforce to raise
concerns, together with an associated
awareness campaign to encourage the
use of the external reporting channel.
Utilisation of our whistleblowing channels
remains above industry benchmarks
and the Board and management remain
highly attentive to all issues raised in
this process.
No issues which were material in the
context of the Group were reported to
the helpline or via other means during
the year. The Chairman will personally be
informed of any issues raised concerning
any members of the Board or senior
management, even if not ordinarily qualifying
as being regarded as material, noting that
there were no such cases to be advised
of in FY25.
“ I have been struck by our
supportive culture where we take
care of our people and have a
real community focus.”
Margaret Hassall
Chair of our Remuneration Committee
Culture
The Board recognises the important role
that it plays in assessing and monitoring
the Group’s culture, so as to ensure
that policy, practices and behaviours
throughout the Group are aligned with
its purpose, values and strategy. Our culture
programme with a framework of nine
healthy behaviours aligns to our values
and forms the foundation of our culture.
Further information about this programme and
how we embed culture throughout the Group
is explained in the People report from page 44
The reports to the Board (via People
updates or in other reports such
as the Chief Executive’s reports)
included matters relating to
culture such as:
• employee surveys
• attrition rates
• whistleblowing and ‘Speak-Up’ data
• health and safety data
• Board interaction with senior
management and workforce
• compliance, including the annual
review of key policies
• information from the internal audit
team on the impact of policies
and processes
The Board carefully considered the above
matters, plus a range of initiatives, and
concluded that the culture at Kier is
supportive of our purpose and values and
an enabler of sustainable growth. This was
supported by the direct interactions the
Non-Executive Directors had when
undertaking their engagement visits.
See Engaging with our people on page 80
for more information
Nordis Signs, Northamptonshire
Ms Hassall engaging with our
people during her site visit.
Kier Group plc Annual Report and Accounts 2025 77
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Corporate governance continued
Shareholders
Why they matter
Our shareholders are investors in and
owners of our business, providing the
capital we need to grow the business.
Key activities
• We regularly communicate
with shareholders through results
announcements, trading updates,
our website and Annual Reports
• There is an extensive investor relations
programme throughout the year
including online events for
retail investors
• The Chairman held a series of meetings
with key shareholders during the year
• We held a Capital Markets Day to share
with investors our investment case and
our plan for sustainable growth, details
of which are available on our website
• Our AGM provides an opportunity for all
shareholders to engage with the Board
Outcome/impact
Our engagement activities provide
opportunities for management and the
Board to communicate our strategy
and performance, and to listen and
understand shareholders’ views and
concerns. This encourages investment
and so enables Kier to generate long-term
sustainable shareholder returns.
Customers
Why they matter
Listening to our customers helps us
to better understand their needs and
supports our work winning and the delivery
of our projects.
Key activities
• The Chief Executive meets key customers
regularly to obtain feedback and to
discuss performance and opportunities
• The Board spent significant time
considering the process of gathering
customer feedback. Significant
enhancements were made
during the year
• A key customer was invited to one of
our Board meetings which provided
direct engagement between
the parties
• The Non-Executive Directors take
opportunities to meet with customers
informally and as part of Visible
Leadership Tours (VLTs)
Outcome/impact
Our engagement enabled the Board to
understand the importance of continuing
to meet customers’ expectations (that we
deliver projects on time and to budget)
and provide value in order to grow
our business.
UK Government
Why they matter
As a strategic supplier to the UK
Government, policies on infrastructure
spending and investment and delivery of
social and environmental benefit, all have
an impact on how we operate and the
potential to grow our business.
Key activities
• Regular engagement with
the Cabinet Office
• Held the first One Government Day
delivered by a construction contractor,
attended by around 90 stakeholders
from across 28 Government
departments and agencies
• Participation in stakeholder
events, workshops, round tables,
site visits and official site opening
ceremonies with representatives
of UK Government departments,
agencies and local government
• Kier plays its part in a number of
industry bodies and working groups
within the infrastructure services,
construction and property sectors
and wider business sectors
Outcome/impact
The engagement activities help with
building strategic partnerships and
ensure we invest in skills and capabilities,
and can structure projects in alignment
with the UK Government’s priorities. It
also ensures we work collaboratively
across the sector, supply chain and wider
business community to ensure we can
support the delivery of UK growth, the
drive to net zero and positive social value
delivery in communities.
Our stakeholders
We engage with a wide range of
stakeholders, all of whom are essential
in enabling us to do business, thereby
ensuring long-term success for Kier.
We connect with stakeholders in lots of
different ways – from virtual and in-person
meetings and conferences to reviews,
forums and webcasts. The Board receives
regular updates on our communications
with key stakeholders and uses their feedback
to inform its decision making. The Board
also provides feedback and constructive
challenge on activities, programmes
and initiatives being considered.
The tables on this and the following
page describe our key stakeholders and
summarise the engagement that has
been undertaken across the business
during the year, including by the Board.
In addition, further information on the
Board’s engagement with our people
is set out on page 80.
Scan the QR code to our website
for further information on our
Capital Markets Day
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202578
Corporate governance continued
Our people
Why they matter
Kier’s performance depends upon our
ability to attract and retain highly skilled
and motivated employees.
Key activities
• The Board carried out site visits to
engage directly with our people
(see page 80 for more information)
• We held online meetings for all our
people, including ExCo live, which
provided the opportunity for colleagues
to engage with and feed back to our
Executive Committee
• We refreshed our employee
network groups
• We continued to invest in learning and
development programmes (see more
on pages 51 to 53)
• We carried out two employee
engagement surveys
• We reviewed and improved our
employee policies, benefits and
wellbeing initiatives (see more
from page 47)
Outcome/impact
We continued to operate a number
of programmes to keep our people
safe, well connected and productive.
For example, our ‘You said we did’
campaign that informs our employees
on how management has considered
their feedback and explained the actions
taken to address any matters raised.
Our most recent employee engagement
score of 80.5% demonstrates that our
people continue to feel that they are
contributing to the Group and are
engaged and fulfilled in their work.
Supplychainpartners
Why they matter
We cannot conduct or grow our business
without the products, expertise, advice and
support of our suppliers.
Key activities
• The Board had an update from the
Group Procurement function to
understand its strategic plan,
and the activities being undertaken
to strengthen our relationships with
strategic suppliers
• We introduced 360 feedback with our
strategic supply chain partners, which
allows us to set mutual objectives and
to further align our activities
• We started communicating our results
announcements and key messages
with our supply chain and this was
well received
• We invested in our supply chain
partners’ training through the
Supply Chain Sustainability School
Outcome/impact
The Group’s average payment days were
34 days (HY25: 33 days). The percentage
of payments made to suppliers within
60 days was 91% (HY25: 92%).
By leveraging third-party supplier
relationships we are able to be more
agile which helps us meet ever-changing
customer demands.
Regular engagement helps suppliers
to optimise their own supply chains.
Banks, lenders,
sureties, insurers
and bond holders
Why they matter
The services these partners provide are
essential to the day-to-day operation
of the Group and the success of the
long-term sustainable growth plan.
Key activities
• We held a webcast for bond holders
after each set of financial results
• We continued to undertake quarterly
reviews, prepare monthly management
accounts and monitor our financial
position daily to ensure effective
cash forecasting and working
capital management
• We renewed our annual insurance
programme, after a review, to ensure
it meets current business activities
and requirements
• We monitored covenant compliance
obligations as a key control and
reported compliance to lenders
every six months
Outcome/impact
We demonstrated our commitment to
generate cash from operations, strengthen
the balance sheet and meet our covenant
obligations, in order to benefit from
continued support from our financial
partners which helps us to achieve our
long-term sustainable growth plan.
Kier operates to a high professional
standard, protecting our insurers from
unreasonable loss.
Joint venture partners
Why they matter
Our joint venture partners (both from the
public and private sectors) are critical
in supporting Kier to effectively deliver
projects, and to achieve our strategy.
Key activities
• A regular communication programme
and meetings with joint venture partners
ensure that we are delivering the
agreed project outcomes
• 11 joint ventures in the Property business
enable us to deploy more capital, and
over time to generate returns,
supporting our long-term
sustainable growth
Outcome/impact
We are able to offer our customers the
most effective project delivery solutions,
particularly on complex large scale
infrastructure projects.
The Group continues to successfully deliver
our section of HS2 through our EKFB joint
venture with Eiffage, Ferrovial and BAM.
New and long-standing joint ventures in
the Property business, such as our joint
venture with Cervidae to develop industrial
sites and our Solum joint venture with
Network Rail to build new homes and
facilities around railway stations, support
the achievement of our target return on
capital employed of 15% and our long-term
sustainable growth plan.
Risks are shared and mitigated.
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Corporate governance continued
Engaging with our people
The Board decided not to introduce any of the three methods of workforce engagement suggested in the 2018 Code, but to develop an approach which built on the mechanism
that we already had in place. Due to the nature and locations of the business and Kier’s workforce comprising individuals with a wide range of skills and experiences, the Board
concluded that it is more effective for each Board member to have responsibility for engaging with our people across the different sectors and locations of the business. Each
Board member utilises their personal knowledge and expertise when gathering the views of our people and developing a deeper understanding of the culture within the Group
to inform Board discussion and decision making.
During the financial year, the Chairman and Non-Executive Directors undertook a total of 32 employee engagement visits (FY24: 22). We structured these visits, which we call Visible
Leadership Tours (VLTs), in such a way as to allow the Directors to get an overview of the project, speak directly to our employees by way of question-and-answer sessions and to
provide visible leadership to the people on site. Each Board member had the opportunity to listen to employees’ views on a wide range of areas, such as Kier’s performance,
people development programme, communication, employee reward and benefits. The VLTs also enabled the Board to look for demonstration of our nine healthy behaviours under
our culture programme and how well they have been embedded. A summary of feedback was reported back to the Board. Management considered the feedback carefully and
acted as appropriate. The table below sets out the discussion topics, key feedback and outcomes of the engagement.
Schedule of VLT discussion topics, key feedback and outcomes of Non-Executive Directors’ engagement with our people
VLT discussion topics Safety Strategyandcommunications
Senior management and
career progression Pride in working for Kier
Prioritising people and
respecting others
Key feedback
from the Non-
Executive Directors’
engagement
Strong safety culture evident
across sites, with clear signage
and a safety focus at all
operative levels
Evidence of the 5 SHE Basics being
promoted on sites in novel ways,
enhancing engagement
Thorough safety briefings
demonstrating a strong
understanding of the importance
of safety on site
High standards of housekeeping
and set-up across sites
Enthusiasm from our people for
opportunities to hear directly
from leadership and to be able to
openly share their views
Good knowledge amongst our
people of their projects’ purpose
and the goals in our strategy
Our people would like more
communication in areas such as
positive colleague development,
knowledge-sharing, lessons
learned and rewards and benefits
Strong focus on good performance
and engagement, leading to
progression achieved safely and
respectfully for our people
Teams demonstrating an
understanding of how their
work contributes to the wider
business, but some colleagues
would welcome increased insight
regarding this from management
Our people would appreciate more
transparency and guidance on
how to achieve career progression
in certain areas of the business,
which could address challenges
in retaining our skilled people
Our people demonstrating
passion for our business and our
culture through encouraging
others to join the business
Examples of colleagues proud
to have long service or excited
to have returned to the business
from alternative employment
Our inclusive, open and caring
culture was regarded highly
by our people, and is evident
throughout the colleague lifecycle
IT systems led to challenges
for operatives, on occasion
impacting the pride that our
people feel
Positive atmospheres and collaborative
working evident throughout the
business and into local communities
Training opportunities within the business
enabling relationship-building and
developing our people
Some of our people identified specific
areas in which more training would
be invaluable
Our people feel valued and rewarded,
but that work-life balance needs to
remain in focus
Some processes and procedures are
cumbersome, distracting from value-
add activities
Outcomes of the
Non-Executive
Directors’
engagement
We continued to focus on
improving our PPE range for
all our people’s needs
We ran campaigns to encourage
our people to ensure correctly
fitting PPE is used at all times
We enhanced the use of internal
communication channels to
provide more information in the
areas of importance to our people
We improved onboarding and
induction experiences through new
induction programmes, revised
welcome information, such as our
offierings on rewards and benefits
We reviewed and enhanced
our opportunities for career
progression within the business
We continued to develop Your
Kier to help our people gain
more understanding of the
wider business
We improved internal recruitment
services by developing relationships
with hiring managers
We introduced smarter IT systems
to simplify platforms for better
performance and scalability
We elevated our IT service by
improving speed and reliability
through intelligent automation
We empowered our people by
equipping teams with digital tools
and skills to innovate and excel,
for example by using AI to boost
insights and decision making
We are reviewing opportunities to
provide further training in areas
requested by our people
We continue to review our processes
and procedures across the business to
balance efficiency with internal controls
We introduced a Workplace Adjustments
Policy to help support work-life balance
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Kier Group plc Annual Report and Accounts 202580
Engaging with our shareholders
The Board engages with shareholders
throughout the year in many different ways.
The Chairman met our top shareholders
during the year to hear their views on
Kier’s strategy, progress against our
long-term sustainable growth plan,
financial performance and governance
matters. A summary of feedback was
provided to the Board which guides its
decision making and focus areas.
We operate a structured investor relations
programme, based around our formal
announcements and the publication of
the full-year and half-year results. Following
our final results announcement last year,
we held a presentation aimed at retail
investors. It is our intention to continue
with this programme. The Board is kept
regularly apprised of the investor relations
programme and receives a detailed report
including the specifics of investor feedback
following key engagements. Our corporate
brokers also attend Board meetings as
required to give their perspective on
institutional shareholder sentiment.
Corporate governance continued
Share buyback programme
The Board announced a £20m share
buyback programme on 21 January 2025
to return capital to its shareholders. Given
the significant progress the Group made
in FY24 in deleveraging its balance sheet
and the strong cash generation and
conversion, the Board believes that the
Group has a strong stable and flexible
balance sheet capable of supporting
growth opportunities which is consistent
with our evolved capital allocation policy.
The Board listened to feedback from
investors and brokers, and considered
that it is in the interest of its shareholders to
commence a share buyback programme.
Dividend
The Board recognises the importance
of dividends to shareholders and has
intended to move to a sustainable
dividend policy of c.3 times adjusted
earnings over the cycle and in a payment
ratio of approximately one-third interim
dividend and two-thirds final dividend.
With the significant progress of our
deleveraging, the Board recommended
an increased interim dividend for the six
months to 31 December 2024 of 2.0p per
share (FY24: 1.7p) and has proposed
a final
dividend of 5.2p per share (FY24: 3.5p).
As well as the cash dividend option,
shareholders are offered a Dividend
Reinvestment Plan (DRIP).
S172 statement
The Board recognises the importance
of effective stakeholder engagement
and that stakeholders’ views should be
considered in its decision making. We
see stakeholder engagement as key to
the delivery of our purpose, strategy
and long-term sustainable growth plan.
Although there are often competing
interests and priorities involved, having
an understanding of what matters to our
stakeholders allows the Board to consider
a wide range of factors. During the year,
the Directors believe that they have acted
to promote the long-term success of the
Group as set out in section 172(1) (a) to (f)
of the Companies Act 2006.
Examples of how the Board took account
of stakeholder views and the matters set
out in section 172 of the Companies Act
2006 in Board discussions and decision
making are summarised below.
Annual strategy review
Each year the Board carries out a review
of the Group’s strategy, in addition to
reviews of the business and enabling
functions throughout the year. At the
Board’s annual strategy day, the Directors
spent time considering the steps which
Kier needs to take to support our growth
ambitions so that we can continue to
promote the long-term sustainable
success of Kier and continue to generate
value for all stakeholders. These discussions
focused on the long-term interests of
the Group, the interests of shareholders,
employees, customers, suppliers and the
impact of the Group’s operations on the
environment and the communities we
operate in. Based on feedback received
from key stakeholders, the Board evolved
its capital allocation policy.
During the year, we held a Capital Markets
Day, which is an important opportunity for
Kier to share our vision with investors as well
as setting out Kier’s investment case and
our plan for sustainable growth. On
the day,
our experienced senior management
team
showcased our operational excellence and
integrated 360 approach. The presentations
made at the Capital Markets Day are
available on our website.
Details of the 2025 AGM are set out in the
Notice of AGM. Shareholders may submit
proxy votes and any questions either
electronically or by post.
Other capital providers
The Chief Financial Officer and Head of
Group Treasury met periodically with our
committed lending banks, debt investors
and ratings agencies. In addition, we also
held webcasts for our bond holders after
our financial results announcements.
Updates are provided to the Board on their
feedback so as to guide its decision
making when necessary.
Capital Markets Day, London.
Kier Group plc Annual Report and Accounts 2025 81
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Risk Management and Audit Committee report
Chairman’s introduction
I am pleased to present the work of the
Risk Management and Audit Committee
(the RMAC or the Committee) for the year.
The role of the RMAC 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.
The Committee updated its Terms of
Reference to reflect the activities it has
started undertaking during the year,
such as reviewing our insurable risks
and providing oversight to interactions
with the Financial Reporting Council.
The Committee has put in place processes
to meet the 2024 UK Corporate Governance
Code (the 2024 Code) provision on risk
management and internal controls which
applies to the Group from 1 July 2026.
These include a review of the Group’s
material controls, the mapping of
assurance across the lines of defence
This, alongside a proactive response to
the outcomes of the FY25 Committee
evaluation, will enable the Committee
to support the Group’s progress through
ongoing compliance and transparency.
Information on the following pages sets out
in detail the composition of the Committee,
its activities and its priorities for the year
ahead. I hope that you will find this report
useful in understanding our work.
Clive Watson
Chairman of the Risk Management
and Audit Committee
Committee composition
and meetings
In accordance with the 2018 Code
recommendations, all members of the
Committee are independent Non-Executive
Directors and have been appointed to
the Committee based on their individual
financial and commercial experience.
As Chairman of the Committee, Clive
Watson has recent and relevant financial
experience through his previous role as
a Finance Director of a listed company
and his experience as Audit Committee
Chairman of other listed companies.
Attendance of the members is set out on
page 75. The Chairman, Chief Executive,
Chief Financial Officer, Group MD, Construction
(an Executive Director), Group Financial
Controller, Head of Risk and Internal Audit,
General Counsel and other relevant people
from the Group attend when appropriate.
External meeting attendees have included
representatives from PwC as external
auditors and KPMG as the Group’s
co-sourced internal audit services partner.
The secretary of the Committee is the
Company Secretary.
Enhancing risk management,
internal controls and
audit effectiveness
and external corporate reporting, and
fraud risk reporting aligned to the principal
risk format to further increase visibility and
demonstrate compliance with the 2024
Code requirements.
In the last year, the Committee has
reviewed all significant matters, accounting
judgements and disclosures on key
accounting matters for the interim and
full-year results. The RMAC continues to
look to PwC for constructive challenge
and efficiencies in our audit. FY25 is the
first year of KPMG’s appointment as our
internal audit co-source partner and the
team is working well to support our internal
audit function and provide subject matter
expertise in selected areas.
The monitoring of the Group’s fraud and
detection processes has remained a
priority for the Committee, with continued
focus on reviewing cyber risk management
and IT resilience.
Looking forward
For the year ahead, the Committee will
continue its focus on readiness for the
2024 Code and enhancement of the
already effective control environment
for fraud prevention and detection.
“ The Committee has put in place
processes to meet the 2024 UK
Corporate Governance Code
provision on risk management
and internal controls which applies
to the Group from 1 July 2026.”
Clive Watson
Chairman of the Risk Management
and Audit Committee
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202582
Outside of the formal meetings, the
Chairman of the Committee held
discussions with members of management
(including the Chief Financial Officer, the
Group Financial Controller and the Head
of Risk and Internal Audit) and with PwC
without management present. PwC and
the Head of Risk and Internal Audit also
met privately with the independent
Non-Executive Directors during the year.
No concerns were raised regarding
matters discussed in these private
meetings in respect of FY25.
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, and quality of discussion
and papers. The outcome of this evaluation
concluded that the Committee remains
effective, and identified areas of focus
and priorities for next year, such as the
developing cyber risk landscape, AI risks
and opportunities, and a more detailed
examination of the principal risks
and uncertainties.
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
overseeing management’s implementation
of these systems to the RMAC.
The Head of Risk and Internal Audit reports
to the Committee on strategic risk issues
and oversees the Framework. The Group
Risk Committee, chaired by the General
Counsel, 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 60.
As the Group’s risk management and
internal control processes mature, the
Committee will continue to review the
adequacy and effectiveness of the
Framework. In particular, the RMAC has
overseen the development of an Audit
and Assurance Policy and assurance in
readiness for the 2024 Code provisions
on risk management and internal control
which take effect from 1 July 2026.
Annual review of the effectiveness
of the systems of risk management
and internal control
The Board conducted its formal annual
review of the effectiveness of the Group’s
systems of risk management and
internal control following management’s
assessment of the key elements of these
systems, in line with the related 2018 UK
Corporate Governance Code provision.
The review in respect of FY25 covered
existing risk management practice and
processes; risk appetite and culture;
consideration of the review of the operation
of the three lines of defence; the Operating
Framework and its policies, minimum
standards and procedures in relation to
managing technical, commercial, legal
and financial risks; compliance controls;
Risk Management and Audit Committee report continued
and financial monitoring, reporting and
internal control processes. It was concluded
that there were no material breakdowns or
weaknesses identified in the Group’s risk
management and internal control systems.
Fraud prevention and
detection processes
With the implementation of the Economic
Crime and Corporate Transparency Act
2023 (ECCTA), work has been ongoing
throughout FY25 to review our control
environment and to respond to the ‘failure
to prevent fraud’ offence under the ECCTA.
The Committee has received regular
updates on the key workstreams that have
been set up to ensure that the Group is
compliant with this requirement.
As a Group, we believe that 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 at all levels
within the Group.
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. The Group’s 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. The Committee reviewed the
accounting judgements, assumptions
and estimates as set out in the RMAC
papers 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
listed on page 85.
Internal audit
During the year, the Committee approved
the FY25 internal audit plan and monitored
progress, including the work of KPMG as
co-source partner. Before each internal
audit, the scope of the audit, timetable
and resources required were agreed with
management. Updates were provided to
management and the Committee on the
status of ongoing audits at RMAC meetings
during the year.
The FY25 internal audits undertaken
reflected the size of the Group and
covered a wide range of areas that
included, but were not limited to:
• Contract management
• Group Delegated Authorities
• Operating Framework and Operating
Assurance Statement
• Compliance policies
• Financial systems
• Cyber security and IT resilience
• Health and safety
• Sustainability
• Recruitment and onboarding
• Published non-financial
information metrics
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Risk Management and Audit Committee report continued
Results from these audits were discussed
and noted by the Committee, together
with the follow-up actions taken by
management. Overall, the results of audits
completed in the period demonstrate
Kier’s continued commitment to improving
an already strong control environment.
The Committee received, considered and
approved the annual internal audit plan
for FY26 which has taken into account the
continually increased maturity of the
Group’s risk management processes and
control environment. Overall, the FY26
internal audit plan aligns to our principal
risks and uncertainties. The areas for audit
are selected on a risk and rotational basis,
with rotational audits typically on a
three-year cycle, unless there are significant
changes to a business division or process.
The co-source partner continues to carry
out or support internal audits where subject
matter expertise is required (for example,
cyber security and sustainability). The
co-source partner also provides back-
up in the event of a shortage of in-house
resource. On this basis, the Committee
confirmed that the internal audit function
had sufficient experienced resources to
deliver the plan.
Internal audit function effectiveness
The RMAC Terms of Reference state, in
relation to internal audit, that the Committee
will, inter alia, monitor, assess and annually
review the effectiveness
of the internal audit
function. The Committee
commissioned an
External Quality Assessment (EQA) of the
internal audit function in FY24. This was
carried out by KPMG internal audit specialists
with the results of the EQA discussed at
the July 2024 Committee meeting. Based
on the results, the internal audit function
has developed a Quality Assurance and
Improvement Programme (QAIP) to further
enhance the function’s effectiveness. The
Committee will monitor progress of the
actions including a specific focus on the
use of digital technology and data analytics.
External audit
FY25 audit
The Committee has taken the following
key steps in overseeing the FY25 PwC
external audit:
• Reviewed the PwC FY25 audit plan,
resources and audit risk assessments
• Agreed the materiality level for the audit
• Reviewed and agreed the timetable for
the FY25 Annual Report and audit plans
for the Group and specific business
divisions, including the key
areas of focus
• Agreed and approved the FY25 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
September
• 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
reappointment of the external auditors
at the AGM
December
• 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
March
• 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 review the external
auditors’ independence
• The Committee considers the full-year audit
strategy, plan, fee and engagement letter
July
• 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
Group’s financial
reporting calendar
to RMAC
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202584
Risk Management and Audit Committee report continued
External auditor effectiveness
and audit quality
The 2018 Code requires the RMAC to
undertake an annual assessment of the
effectiveness of the external audit. This
was performed through the use of a
questionnaire which was issued to key
stakeholders, including members of the
Committee and those involved in the
FY24 audit.
The review and qualitative assessment
focused on feedback and insights,
planning and communication, and the
quality and experience of the audit team.
The Committee considered the feedback
received and its wider knowledge and
concluded that the external audit process
for FY24 was effective and that PwC provided
an appropriate independent challenge to
management. The feedback received was
used for continuous improvement in
respect of the FY25 audit.
The Committee will formally assess PwC’s
performance in relation to the FY25 audit
following its completion.
Significant matters and accounting judgements relating to the financial statements
The Committee reviewed the following significant matters and other accounting judgements relating to the FY25 financial
statements. These included:
Contract accounting The Group has significant long-term contracts in the Infrastructure Services and Construction businesses. Accounting for long-term
contracts has continued to be a key area of focus for the FY25 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 an estimate of the end-of-life outcome of the projects.
In relation to FY25, management’s assessments of the forecast costs of, and revenues from, certain of the Group’s long-term contracts
were reviewed and the Committee discussed PwC’s audit of management’s assessment of the performance of certain of the Group’s
contracts so as to satisfy itself as to the positions taken in the FY25 financial statements.
Presentation
of the Group’s
financialperformance
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 FY25 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/
viabilitystatement
In conjunction with PwC, the Committee reviewed and assessed the work undertaken to support the adoption of the going concern basis
for the FY25 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 2026 in
assessing the going concern basis, and over a period of three years from 30 June 2025 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.
For further information on the work to support the going concern basis of preparation for the FY25 financial statements, please see
‘Going concern’ on page 29 and further information on the work to support the viability statement can also be found on page 29.
Carryingvalue
of investments in
Kier Limited and
recoverabilityof
balances owed
bysubsidiary
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 FY25 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.
Retirement
benefitobligations
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 2025. 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.
Kier Group plc Annual Report and Accounts 2025 85
Strategic reportOverview Corporate governance Financial statements Other information
Risk Management and Audit Committee report continued
Provision of non-audit services
During the year, PwC provided certain
non-audit services to the Group. The
Committee monitors these services
to ensure that the associated fees are
not of a level that would affect PwC’s
independence and objectivity. The Chief
Financial Officer has authority to approve
up to £50,000 on individual assignments.
For non-audit fees above £50,000, these
must be approved in advance by the
Committee. If approval is required urgently,
this may be provided by the Chairman of
the Committee with subsequent reporting
of the approval to the Committee. The
Committee reviewed the Non-audit fee
policy for PwC as the external auditors
during the year and confirmed it
remained appropriate.
The Company’s Non-audit services policy
reflects the FRC’s revised Ethical Standard
for Auditors (2024). The policy provides
that 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
FY25 were £194,000 (FY24: £430,000). These
non-audit fees related to PwC’s work in
relation to their review of the Group’s FY25
interim results and subscription to
its financial reporting and assurance
information service. 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, was £194,000. This represented
6% of the average audit fees over the
previous three years.
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 FY25 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 2025 Annual
General Meeting.
Tenure
PwC was originally appointed as our
external auditors in 2014, for the financial
year ended 30 June 2015. Following a formal
tender process in 2023, PwC was reappointed
as our external auditors at the 2023 AGM.
Darryl Phillips was appointed
as the audit
partner from FY24. The Committee
confirms
that the Company has complied with
regard to the requirements of the provisions
of the Statutory Audit Services for
Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014.
Annual Report and Accounts 2025 (the Annual Report) – fair,
balanced and understandable statement
The Board and Committee discussed the ‘fair, balanced and understandable’
statement and the work undertaken to support it, which included:
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.
Keycontributorsto
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 Ellason, the Remuneration Committee’s independent adviser,
reviewed the Directors’ Remuneration report.
Energise, our climate consultant, 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
Drafts of the Annual Report were circulated individually to Board
members, the Committee and the full Board for review.
The Directors consider that this Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the
Group’s position, performance, business model and strategy.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202586
Nomination Committee report
Following Anne Baldock’s appointment,
we have met the UK Listing Rules target of
40% women on the Board. The other two
targets have also been met with Chris
Browne acting as our Senior Independent
Director and Mohammed Saddiq
appointed as a Non-Executive Director.
We have also announced the retirement
of our Chief Executive, Andrew Davies,
with effect from 31 October 2025, and the
appointment from 1 November 2025 of
Stuart Togwell, currently Group Managing
Director (GMD) Construction and an
Executive Director, as Andrew’s successor.
The Committee was supported by Lygon
Group
1
for this search. For the coming year,
the Committee will focus on overseeing
the transition of Stuart to Chief Executive
and his replacement as GMD Construction.
The attendance of Committee members
is set out on page 75. The Chief People
Officer also attended the Committee’s
meetings during the year by invitation.
The secretary of the Committee is the
Company Secretary.
The following pages explain the work of the
Committee during the year and provide
more details of how the Committee fulfils
its role and responsibilities. The Committee
will continue its focus on maintaining an
effective succession plan for the Board and
senior management and overseeing the
development of a diverse pipeline.
Matthew Lester
Chairman of the Nomination Committee
Succession planning
The Committee is responsible for effective
and orderly succession planning for the
Board and senior management. It monitors
the tenure of Directors to ensure that it
plans sufficiently in advance of retirements
from the Board to ensure orderly succession
of Non-Executive Directors. All the Directors
stand for election or re-election at our
Annual General Meeting.
Along with considering Board succession,
the Committee oversees the development
of a strong pipeline of diverse and talented
individuals below Board level. It regularly
reviews the quality of the senior management
team as it recognises the importance of
creating and developing a suitably talented,
diverse pipeline of leaders ready to serve
as the next generation of Executive
Directors and senior management.
The Chief Executive, supported by the
Chief People Officer, presents to the
Committee on senior management
succession planning and the talent
development programme for the wider
workforce. For Executive Directors and
for roles in senior management, plans
are in place for both sudden, unforeseen
absences, and for longer-term succession.
These form the basis of development
plans for our most talented people and
will ensure that, looking forward, we have
the right people to deliver our strategy.
We encourage regular contact between
senior management and the Board. This
may be by way of presentations to the
Board, joint Visible Leadership Tours or
one-to-one sessions with Non-Executive
Directors to discuss a specific issue.
“The Committee was pleased to
announce the appointment of
Anne Baldock with effect from
1 July 2025. We have met all the
UK Listing Rules targets.”
Matthew Lester
Chairman of the Nomination Committee
Championing
future talent and
a diverse pipeline
Chairman’s introduction
I am pleased to report the work of the
Nomination Committee (the Committee)
for the year. The key role of the Committee
is to provide a formal, rigorous and
transparent procedure for the appointment
of new Directors to the Board, to maintain
an effective succession plan for the Board
and senior management and to oversee
the development of a diverse pipeline for
succession to these bodies. Further details
of the Committee’s responsibilities are set
out in its Terms of Reference which can be
found on the Company’s website.
The members of the Committee comprise
all the Non-Executive Directors and the
Chief Executive. Anne Baldock joined the
Committee on 1 July 2025 when she was
appointed to the Board as a Non-Executive
Director. Further information on Anne’s
skills and experience are provided in her
biography on page 73 and details of the
selection process we followed and our
approach to Board and senior leadership
succession are provided later in this report.
1. Lygon Group has no other connection with Kier or any individual Directors and
it is a signatory of the Voluntary Code of Conduct of Executive Search Firms.
Kier Group plc Annual Report and Accounts 2025 87
Strategic reportOverview Corporate governance Financial statements Other information
DiversityandInclusionPolicy
The Board recognises the benefit and
value of diversity in its broadest sense
and believes that having a workforce and
leadership that reflect the communities
Kier supports is integral to our culture.
The Chairman leads the Board diversity
agenda and aims to continuously improve
diversity generally, including the gender,
ethnic and cognitive balance, which
ultimately leads to more constructive
discussion and effective decision making.
The People report sets out the progress
against our Diversity and Inclusion
roadmap, and the programmes and
initiatives that Kier is implementing. The
Nomination Committee continues to focus
on diversity matters for the Board and its
sub-Committees, the Executive Committee
and senior management.
Kier was placed first in the Construction
and Materials sector and 23rd overall for
the FTSE 250 in the latest FTSE Women
Leaders Review.
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
GuidanceandTransparencyRules
As at 30 June 2025, 33% of the Board
and 30% of executive management are
women. There is one Board member and
one member of executive management
each from an ethnic minority background.
Executive management is defined as the
members of the Executive Committee
including the Company Secretary.
Following the appointment of Anne Baldock
with effect from 1 July 2025, we have met
the UK Listing Rules target of 40% women
on the Board. The other two targets have
also been met with Chris Browne acting
as our Senior Independent Director
and Mohammed Saddiq as a
Non-Executive Director.
Nomination Committee report continued
Gender
Reporting table on sex/gender representation as at 30 June 2025
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(Chair, CEO,
CFO and SID)
Number in
executive
management
1
Percentage
in executive
management
1
Female (including those
self-identifying as female) 3
2
33%
2
1 3 30%
Male (including those
self-identifying as male) 6 67% 3 7 70%
Not specified/prefer not to say – – – – –
1. Executive management is defined as members of our Executive Committee including the Company Secretary.
2. Following the appointment of Anne Baldock as a Non-Executive Director on 1 July 2025, there will be four female
Board members (40%).
Ethnicity
Reporting table on ethnicity representation as at 30 June 2025
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(Chair, CEO,
CFO and SID)
Number in
executive
management
1
Percentage
in executive
management
1
White British or other White
(including minority White groups) 8 89% 4 9 90%
Mixed/multiple ethnic groups – – – – –
Asian/Asian British 1 11% – 1 10%
Black/African/Caribbean/
Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
1. Executive management is defined as members of our Executive Committee including the Company Secretary.
The Company collects the above data used for the purposes of making this disclosure
from Directors on a voluntary basis. The data of our Non-Executive Directors is captured
via questionnaire and data of our executive management is captured via the Company’s
internal HR system on a voluntary basis.
Direct reports to the Executive
Committee that are women (FY24: 47%)
46%
Total workforce that are women
(FY24: 25%)
25%
Find out more about
our Board Diversity Policy
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202588
Nomination Committee report continued
Appointment process of Anne Baldock as a Non‑Executive Director
The Chairman led the search together with support from the Chief People Officer, the
General Counsel and the Company Secretary. Below is a summary of the process, the
outcome of which culminated in the recommendation to the Board to approve the
appointment of Anne Baldock as a Non-Executive Director. Her biography can be found
on page 73.
Role requirements
A set of objective criteria for the role, including the skills, experience, in particular from
relevant sectors of the construction and infrastructure market in which Kier operates,
and attributes required was prepared. An expanded Board skills matrix was utilised for
this search with the aim of enhancing the skills and experience of the Board.
Candidate search
Russell Reynolds was then instructed to facilitate the search and identify a diverse
longlist of potential candidates. Russell Reynolds has no other connection with Kier or
any individual Directors and it is a signatory of the Voluntary Code of Conduct of
Executive Search Firms.
Interview process
A shortlist of candidates was selected who undertook an interview process with a
combination of the Chairman, the Senior Independent Director, a Non-Executive Director,
all the Executive Directors and the Chief People Officer. The interviewees provided
feedback to the Chairman.
Approval
Due diligence, conflict checks and references were also carried out. Time commitments
of the candidates were also considered so as to ensure the candidates would have
sufficient time to devote to Kier. The Nomination Committee recommended its
preferred candidate to the Board for approval. The Company Secretary was then
tasked with the formalities.
Induction process
The Company Secretary devised an
induction programme in consultation with
the Chairman and Chief Executive to assist
Anne in becoming effective in her role as
quickly as possible after her appointment
on 1 July 2025. The programme is built
around a series of meetings with the
Board, the Executive Committee, the
Company Secretary and members of
senior management (for example, the
Group Financial Controller, Head of Risk
and Internal Control, Head of Group
Treasury, Corporate Development Director,
Group IT Director and Group Health, Safety
& Wellbeing Director), as well as site visits
to understand our business operations.
Anne received tailored training from
external legal advisers on the legal
and regulatory framework of a director
of a listed company.
Board and Committee papers, the
Committee Terms of Reference, the paper
presented at the Board’s annual strategy
review day and the Capital Markets Day
presentations, together with internal
corporate policies, such as the Code of
Conduct and Operating Framework, were
made available on the Board portal for
Anne to read before her first Board meeting.
Her induction programme will continue
as we progress during FY26 and she will
be expected to complete online training
on Kier’s Code of Conduct, Inside Informatio
n
Policy and Share Dealing Code.
Annual evaluation
Following the outcome of last year’s
effectiveness
review, the Committee
refreshed its Board skills matrix and used
that as a starting point for the search for
an additional Non-Executive Director.
This resulted in the recommendation
to appoint Anne Baldock.
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 Chairman
which included getting feedback from the
Board. The outcome of the review was
reported to the Chairman.
Kier Group plc Annual Report and Accounts 2025 89
Strategic reportOverview Corporate governance Financial statements Other information
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. Further information on
Moving through May and our wellbeing
programmes is given in the People report.
Building for a Sustainable World
During the year, the Committee approved
the milestone plan for nature following
a nature and biodiversity materiality
exercise that is aligned to the Taskforce on
Nature-related Financial Disclosure LEAP
methodology. As a major construction
business, we understand our responsibility
to protect, restore and enhance habitats
and biodiversity across our value chain.
Our strategy, the risks and opportunities,
metrics and targets to manage nature
are summarised in our Climate & Nature
report, which is available on our website.
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 Science Based
Targets initiative (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.
Environmental, Social and Governance Committee report
“ As a Committee, we have
maintained focus on health,
safety and wellbeing, seeking
to treat these aspects holistically
to strengthen our overall
safety performance.”
Alison Atkinson
Chair of the Environmental,
Social and Governance Committee
Progressing safety,
environmental and
social sustainability
Chair’s introduction
I am pleased to set out the work of the
Environmental, Social and Governance
Committee (the Committee) for the
year. The key role of the Committee is to
oversee the strategy for environmental,
social and governance (ESG) matters,
including the implementation of that
strategy by management, to review the
Group’s exposure to ESG risks and to
monitor performance against ESG targets.
Further details of the Committee’s
responsibilities are set out in the Terms
of Reference which can be found on
the Company’s website.
The members of the Committee comprise
all the Non-Executive Directors. Attendance
of the members is set out on page 75. The
Chairman, Chief Executive, Chief Financial
Officer, Group MD Construction (with effect
from his appointment as an Executive
Director on 1 October 2024), Chief People
Officer, General Counsel and Group Health,
Safety & Wellbeing Director also attended
the Committee’s meetings during the
year by invitation. The secretary of the
Committee is the Company Secretary.
Health, safety and wellbeing
There has been continued focus on our
safety performance. The Group’s 12-monthly
rolling Accident Incident Rate of 115 represents
a decrease of 25.8% compared to 155 in
FY24. It equates to 32 RIDDOR reportable
incidents in FY25 compared to 41 in FY24.
As a Committee, we have maintained
focus on health, safety and wellbeing,
seeking to treat these aspects holistically
to strengthen our overall safety performance.
We received updates on the actions taken
by management to strengthen our safety
performance, such as: embedding our
culture and behavioural safety programmes;
the work undertaken by the Incident Review
Boards to understand the root causes of
incidents, and to implement actions and
learnings to prevent recurrence; the roll out
of training programmes for operational
supervisors; and the continuation of the
Safety, Health and Environment Management
System simplification. Other safety indicators,
such as observation rates and Lost-time
Injury Frequency Rate are also monitored to
provide visibility of our safety performance
for a full range of incidents. More information
on our health, safety and wellbeing
performance is set out in the People report.
The Board, which includes all members of
the Committee, had an update on health
and safety legislation, key risks in the
sector and enforcement trends from an
external legal counsel during the year.
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 performance,
including our 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.
Go online to read our
Climate & Nature report
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202590
Environmental, Social and Governance Committee report continued
Details on the scope of our assurance
can be found on page 32. We are pleased
with our progress to reduce our Scope 1
and 2 emissions, which decreased by
4.3% (FY24: 9%).
Scope 3 emissions decreased by 13%
(FY24: 13%). More information on projects
implemented to manage our carbon
footprint, such as the use of hydrotreated
vegetable oil, and to build climate resilience
are detailed in the Sustainability report.
Our resource efficiency milestone plan
recognises the importance of transitioning
to more sustainable materials and applying
circular economy principles where
practicable, in particular reuse and
prevention, to the construction sector. Key
deliverables have included a continued
focus on the application of modern methods
of construction, the use of innovative
materials and processes, and enhanced
data collation systems to better track
progress and focus action. This year our
waste generation was 16.3 tonnes/£1m
revenue (FY24: 16.8 tonnes/£1m).
The Committee also received updates on
how Kier is supporting its clients, including
the UK Government and regulated
companies, to meet their decarbonisation
and climate adaptation priorities. We do
this by delivering buildings which are net
zero in operation, and infrastructure which
is resilient to the impacts of climate change.
At our recent Capital Markets Day, we
showcased our projects and capabilities
in these areas, to deepen our investors’
understanding of the leading role we are
playing in our industry in addressing the
impact of climate change and leaving a
positive lasting legacy in the communities
in which we operate.
Social mobility is important in work
winning and to address the skills shortage
in our industry. Data collection was key
during the year, which enabled us to
devise a strategy and action plan going
forward. The Committee approved the
milestone plan for social mobility, which
includes actions to strengthen our
apprenticeship offering, as well as
inclusive recruitment practices, which
deliver social mobility outcomes and are
managed as part of the wider People
strategy. Details of our work in this area
can be found in the Sustainability and
People reports.
As a strategic supplier to the UK Government,
we are committed to tackling modern
slavery in government supply chains.
Following a gap analysis in our current
approach, processes and systems, we have
developed an ethical labour strategy and
an action plan to strengthen our processes,
which focuses on risk assessments, audits,
training and awareness. We are working
with our supply chain partners to deliver
the plan. In parallel, we are developing
a standard on how we would carry out
audits of our supply chain in partnership
with our audit peers.
For LTIP and bonus awards to be granted
in FY26, the Committee has continued to
recommend the same carbon reduction
target, aligned with the SBTi (for LTIP
awards) and the same safety targets
(for bonus awards) as for FY25.
For more information on our work on the
Building for a Sustainable World framework,
progress against our targets and how we
create social value, please see pages
30 to 44.
Governance
In addition to the usual updates on
activities to ensure compliance with
corporate policies, and as reported last
year, we performed a review of the
effectiveness of the implementation of
major corporate policies, with support
from external advisers as appropriate. The
purpose of this review was to ensure the
implementation, which is in the second
year of a three-year programme, is ‘fit for
purpose’. During the year, the outcome of
the review of Kier’s Anti-Fraud Policy was
reported. It was concluded that the policy
and its implementation remained effective
with some recommendations to improve
their effectiveness, such as providing some
examples that are relevant to the roles of
the operatives. Following the update the
Board received on the measures planned
by the Company to ensure compliance
with the Economic Crime and Corporate
Transparency Act, the Committee will
review progress of implementation over
the coming year. An assessment of the
understanding of our employees on
Competition Law was also performed.
The risk assessment found that our control
environment was well balanced, and
the risks and controls were adequately
understood by the business and functions.
The Committee has continued its focus
on ESG reporting by way of improving
consistency and quality of data across
each of the business divisions. The ESG
reporting manual, which sets out the
standards and principles for ESG reporting
across Kier to support our disclosures, has
continue to mature. As mentioned last
year, the transition to Rio AI, an enterprise
environmental data platform, has now
completed. This is supporting Kier to
streamline and enhance the interrogation
and reporting of environmental
performance across our business.
ESG performance ratings
Our approach to external agencies’ rating
of our ESG performance was also reviewed
to ensure we disclose relevant, key
information to our stakeholders. The scores
from the agencies inform our approach to
strengthening our management of ESG risks
and opportunities and enable us to develop
an improvement plan for our disclosures in
future reporting years. A high-level summary
of our ESG performance reported by external
rating agencies during FY25 is available
on our website.
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 outcome of this evaluation
concluded that the Committee remains
effective, and identified areas of focus for
next year, such getting an external expert
to update the Committee on market
trends and best practice.
Looking forward
Our safety performance is our licence to
operate, and the Committee will continue
to monitor and challenge its management,
as part of our commitment to remain at
the forefront of our industry in this area.
Maintaining focus on our ESG performance
and monitoring progress against the
milestone plans as described above will
ensure Kier builds a resilient environment
and community and achieves long-term
sustainable success.
Alison Atkinson
Chair of the Environmental,
Social and Governance Committee
Kier Group plc Annual Report and Accounts 2025 91
Strategic reportOverview Corporate governance Financial statements Other information
Directors’ Remuneration report
• Average month-end net debt of £(49.2)m
(£(116.1)m in FY24)
• Operating free cash flow of £199.2m
(£217.1m in FY24)
• Adjusted earnings per share (EPS)
of 21.6p (20.6p in FY24)
The Committee continued to monitor
progress towards the long-term
sustainable growth plan (see below) and
is comfortable that our incentive structures
remain aligned with the Group’s strategy.
Long-term
sustainable
growth plan Progress to date
Revenue: GDP +
growth through
the cycle
• FY25: Annual
revenue of £4.1bn
• FY24: £4.0bn
Adjusted
operating profit
margin: c.4-4.5%
• FY25: Margin of 3.9%
• FY24: 3.8%
Cash conversion
of operating
profit: c.90%
• FY25: Adjusted free
cash flow
conversion: 125%
• FY24: 145%
Balance sheet:
Average month-
end net cash with
investment of
surplus cash
• FY25: Average month-
end net debt £(49.2)m
• FY24: £(116.1)m
Sustainable
dividend policy:
c.3x earnings
cover through
the cycle
• A dividend of 7.2p
per share being
paid for FY25
Shareholder experience
For FY25, the dividend has increased with
an interim payment of 2.0p per share in
June 2025 and a final dividend of 5.2p to
be paid in December, subject to approval
at the 2025 AGM.
A £20m share buyback programme (the
buyback programme) was announced in
January 2025 and the Group’s share price
has increased significantly from 132p at
the end of FY24 to 209p at the end of FY25.
The Committee ensures that remuneration
and incentive structures align Executive
Directors’ (Executives) interests with those
of shareholders. Metrics are directly linked
to the Group’s strategic priorities and
targets are set with significant stretch to
drive short and long-term performance.
Employee experience
The Group continued to review and make
improvements to employee benefits and
wellbeing initiatives with a new neonatal
care leave policy above the statutory level
introduced during the year. The planned
levelling up of holiday entitlement
also continued, ensuring fairness and
consistency, and supporting our colleagues
to enjoy a positive work-life balance.
All-employee share plans continue to
be popular and over 4,400 employees
participated in the Group’s Sharesave
scheme and Share Incentive Plan during
the year. It is pleasing to see so many of
our employees sharing in our success
alongside our shareholders.
The Committee noted the continued
strong results of the Group’s employee
engagement index, which formed part
of the FY25 annual bonus plan targets
for the Executives. See page 45 for
more information.
I was pleased to once again attend the
Group’s Reward & Employee Benefits Forum
with a number of colleagues in different
roles across the Group. We discussed the
work of the Committee during the year,
“ The Committee continued to
monitor progress towards the
long-term sustainable growth
plan and is comfortable that
our incentive structures remain
aligned with the Group’s strategy.”
Margaret Hassall
Chair of the Remuneration Committee
Aligning pay with our
long-term sustainable
growth plan
Chair’s introduction
On behalf of the Board, I am pleased to
present the Directors’ Remuneration report
which is divided into three principal sections:
• my annual statement, which summarises
the activities and decisions of the
Remuneration Committee (the
Committee) during the year
• the annual report on remuneration,
which provides details of the remuneration
paid to the Board in FY25 and to be
paid in FY26
• a summary of the Directors’ Remuneration
Policy (the Policy) which was approved
at the 2023 AGM.
Business and strategic context
As set out in this Annual Report, the Group
has delivered another year of strong
revenue and operating profit growth with
material debt reduction. Performance
highlights included:
• A year-end order book of £11bn
(£10.8bn in FY24)
• Adjusted operating profit (AOP)
of £159.1m (£150.2m in FY24)
• A year-end net cash position of £204.1m
(£167.2m in FY24)
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 202592
Directors’ Remuneration report continued
Kier’s approach to executive pay as well
as all-employee share schemes. It was
great to see the level of interest and
engagement across all the topics we
covered in our meeting.
FY25 outcomes
Annual bonus
The FY25 annual bonus targets related to
AOP, average month-end net debt, health
and safety, and personal objectives.
AOP
40% of the FY25 annual bonus was based
on AOP. A stretching range of targets was
set with the threshold (£150.2m) requiring
performance commensurate with FY24
actual, on-target (£159.0m) requiring
out-performance of analyst consensus
at the time the targets were set and
stretch performance (£170.0m) requiring
13% growth on FY24 actual and 10%
out-performance of analyst consensus
at the time the targets were set.
The AOP achieved was £159.1m, which was
an increase of 6% for the year and slightly
above on-target.
The Committee determined a payout of
50.5% of the maximum for the AOP element.
Group average month-end net debt
40% of the FY25 annual bonus was based
on average month-end net debt. Threshold
(£(70.0)m) required a significant improvement
on FY24 with on-target (£(58.7)m) aligned
with market consensus at the time the
target was set. Maximum (£(29.0)m)
required stretching improvement in
average month-end net debt of almost
£30m better than market consensus.
The average month-end net debt achieved
was £(49.2)m, resulting in a payout of 66%
of the maximum for this element.
Health and safety
10% of the FY25 annual bonus was based
on health and safety. The safety target
required an Accident Incident Rate (AIR)
result of 84 for threshold achievement
and 79 or less for maximum achievement.
Although our 12-month rolling AIR decreased
by 25.8%, the threshold level was not met
and therefore no payment was made
for this element. See page 45 for
more information.
Personal objectives
10% of the FY25 annual bonus was based
on the achievement of personal objectives,
which was based on the Group’s employee
engagement index. Threshold required
an engagement index of 74% which was
aligned with external benchmarking for
the construction industry and higher
than the benchmark for companies that
are a comparable size to Kier. Maximum
required an increase in Kier’s engagement
index to 80%.
Two all-employee surveys were carried
out during the year with significant levels
of participation across the Group. The
weighted average of the two surveys
confirmed an employee engagement
index of 80.5%.
Performance against the balanced
scorecard was an additional reference
point for the Committee during FY25 and
the progress against key metrics was noted.
The Committee reviewed the extent to which
the Executives had satisfied their personal
objectives and after due consideration, was
supportive of 100% payment for this element
of the bonus plan.
Share buyback
The Committee considered if it was necessary
to adjust the target ranges for both the
FY25 annual bonus and 2022 Long Term
Incentive Plan (LTIP) award following
the introduction of the buyback
programme in the second half of FY25.
The Committee reviewed the impact of
the buyback programme on the Group
average month-end net debt (bonus)
and EPS (LTIP) metrics and concluded
that it had not had a material impact on
the performance outcomes As such, the
Committee determined that no adjustment
was required.
The Committee will continue to monitor the
impact of the buyback programme on the
in-flight 2023 and 2024 LTIP awards.
Bonus outcome
In light of the business and stakeholder
context set out above, the Committee
believes the overall bonus outcome of
56.6% of maximum opportunity is fair
and appropriate.
The FY25 bonuses will be delivered
in a combination of cash and share
awards (which will not be released until
a three-year holding period is complete).
The proportion of bonus to be deferred in
shares is 40% until the share ownership
requirement is achieved, reducing to 33%
once an Executive has met their share
ownership requirement.
Further detail on the FY25 annual bonus outcome
can be found on page 100
2022 LTIP award
The targets for the 2022 LTIP award were
adjusted EPS, with a weighting of 50%, total
shareholder return (TSR) with a weighting
of 25% and adjusted free cash flow (FCF)
with a weighting of 25%.
Performance
The financial targets were aligned with
delivering the medium-term value creation
plan which was launched in 2021. This
required EPS of 19.2p to 22.6p in FY25
(equivalent to 4.6% to 10.4% p.a. growth
over FY22) and adjusted free cash flow
of £120.1m to £142.6m.
In addition, Kier’s TSR needed to match
or outperform the FTSE 250 (excluding
investment trusts).
Actual adjusted EPS performance in
FY25 was 21.6p resulting in 77.9% of
the maximum vesting for this element.
Average adjusted free cash flow was
199.2m and TSR was above upper quartile,
resulting in full vesting of the FCF and TSR
elements. The overall vesting outcome for
the award was 88.97%.
Share buyback
The Committee determined that the
buyback programme had not had a material
impact on the EPS performance outcome
and therefore no adjustment to the EPS
element was required.
Windfall gains
When considering the 2022 LTIP vesting
outcome, the Committee recognised that
the share price had fallen significantly
prior to grant of the award, giving rise to
the potential for windfall gains on vesting
given the subsequent share price growth
over the performance period.
Kier Group plc Annual Report and Accounts 2025 93
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Directors’ Remuneration report continued
The number of shares granted had been
based on the spot price on the date of
grant of 61.9p. For subsequent awards
(2023 LTIP grant onwards), the Committee
has used a three-month average share
price when determining the number of
shares to be granted. To mitigate the
potential for windfall gains arising on the
vesting of the 2022 LTIP grant, the Committee
determined to apply retrospectively the
same approach to the 2022 LTIP grant,
i.e. using a three-month average share
price, which would have resulted in a
grant price of 71.4p. Applying this approach
results in a 13% reduction to the number of
shares under award. The reduced number of
shares will be subject to the 88.97% vesting
outcome of the performance conditions.
The Committee considers this to be an
equitable outcome for the Executives and
reflects the share price concerns raised
by shareholders at the time of grant.
The Committee reserves the discretion to
reconsider the 13% reduction in the event
of a material change in the share price
by the date of vest on 21 October 2025.
The net shares vesting will be subject to
a two-year holding period for the Chief
Executive and Chief Financial Officer
before being made available to them.
The award vesting to the Group Managing
Director Construction is not subject to
a post-vest holding period as the award
was granted prior to his appointment to
the Board.
Further detail on the vesting can be found
on page 101
Looking forward – FY26
Board changes
As announced in July, Andrew Davies will
be retiring as Chief Executive and stepping
down from the Board on 31 October 2025.
Andrew will be succeeded by Stuart Togwell,
Group Managing Director Construction.
Andrew will continue to receive salary,
benefits and pension until the end of his
contractual notice period (21 July 2026).
He remains eligible for a bonus in respect
of FY25 performance and will be eligible
to receive a pro-rated annual
bonus
in respect of his period of employment
(including worked notice period) for FY26.
Reflecting his long service and contribution
to the business, Andrew’s outstanding
deferred bonus share awards will be
released on cessation of employment.
His outstanding LTIP awards will, subject
to pro-rating for time and to satisfaction
of the applicable performance targets,
vest on their normal vesting dates. The
post-vest holding period will continue to
apply as per the LTIP rules. Full details of
Andrew’s departure terms will be disclosed
on the Company’s website in due course
in compliance with Section 430(2B) of the
Companies Act 2006.
Stuart will be eligible to receive a salary of
£710,000 with effect from 1 November 2025.
In his role as Chief Executive, he will be
eligible for a maximum annual bonus of
150% of salary and an LTIP award of 175% of
salary. The Committee considers that the
remuneration package is appropriate and
aligns with the requirements of the CEO role,
the external market and the experience of
the individual.
The remuneration arrangements for
Andrew and Stuart have been set in
accordance with the shareholder
approved Policy.
Base salary
The Committee decided that Simon
Kesterton would receive a salary increase
of 3%, which is aligned with the average
increase that will be applied to the majority
of the wider workforce. The increase will
be effective from the normal review date
of 1 October 2025.
Annual bonus
The maximum bonus opportunity is
unchanged at 150% of base salary.
Andrew Davies will be eligible for a
pro-rata
bonus in respect of his period of
employment
(including any worked notice
period). Stuart Togwell will be eligible for
a maximum bonus of 125% of base salary
for his role as Group Managing Director
Construction (to 31 October 2025), and
which will be increased to 150% of salary
upon his appointment to the role of Chief
Executive (with effect from 1 November 2025).
The FY26 bonus targets will continue to be
based on AOP (40%), average month-end
net debt/cash (40%), Group health and
safety (10%) and personal objectives (10%).
The Committee has considered a range
of factors to ensure targets are stretching.
Significant outperformance will be required
to achieve maximum pay out. Full details
of the performance targets will be provided
in the 2026 Directors’ Remuneration report.
LTIP awards
The LTIP award level is unchanged at 175%
of base salary for the Chief Executive and
Chief Financial Officer. Andrew Davies will
not participate in the 2025 LTIP award cycle.
Stuart Togwell will receive an award of 175%
of base salary following his appointment
to Chief Executive.
The 2025 LTIP grant will use a grant price
of the three-month average share price
leading up to the date of grant. The
performance conditions will continue to
be EPS (40%), TSR outperformance (25%),
FCF (25%) and reductions in the Group’s
Scope 1 and 2 carbon emissions (10%).
The targets are set out on page 109.
Remuneration Policy
The Committee noted that the Policy
remained broadly aligned with FTSE market
practice and whilst there had been some
updates to governance guidelines and
shareholder views over the past year,
there was no need to make immediate
changes to the Policy, or its implementation
for FY26.
The Policy is due to be put to shareholders
for re-approval at the AGM to be held in
November 2026. During the course of FY26,
the Committee will undertake a review
of the Policy to ensure that it remains fit
for purpose and will consult with major
shareholders if any significant changes
are proposed.
As Committee Chair, I would like to reiterate
my appreciation for the valuable feedback
from shareholders and I hope to receive your
support for the 2025 Directors’ Remuneration
report at the AGM in November.
Margaret Hassall
Chair of the Remuneration Committee
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Kier Group plc Annual Report and Accounts 202594
Directors’ Remuneration report continued
Approach to
remuneration
at Kier
Align with strategy and incentivise
and reward performance:
Over two-thirds of the Executives’ maximum
remuneration opportunity is variable and
relates to the Group’s performance against
its strategic priorities.
Align Executives’ interests with those
of shareholders:
Approximately half of the Executives’ maximum
remuneration opportunity is satisfied in shares
and the Executives are encouraged to build up
shareholdings in the Company of 200% of base
salary over a period of up to five years.
Support the delivery of the Group’s strategy
and promote its long-term success:
To achieve this aim, the Group needs to attract
and retain talented management. The Committee
therefore considers practices in comparable
businesses to ensure that remuneration at Kier
remains competitive, enabling it to attract and
retain talented individuals, but without paying
more than is necessary.
Remuneration framework
There are three elements
to the framework for the
Executives’ remuneration:
Fixed element
Comprises base salary, taxable
benefits (private medical insurance
and a company car or car allowance)
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, with payments
being settled at least one-third in shares
which are deferred for three years and
subject to malus, and 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.
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 actions
Sustainable growth
Consistent and
safe delivery Generate cash
Long-term sustainable growth plan
Revenue: GDP
+ growth
through
the cycle
Adjusted
operating
profit margin:
4–4.5%
Cash
conversion of
operating
profit: c.90%
Balance sheet:
Average
month-end net
cash with
investment of
surplus cash
Sustainable
dividend
policy: c.3x
earnings cover
through
the cycle
How strategy links to remuneration
Annual bonus targets for FY26
Adjusted
operating profit
40%
Average month
end net debt/cash
40%
Health, safety
and wellbeing
10%
Personal
objectives
10%
LTIP performance conditions for FY26
Group adjusted
earnings
per share
40%
Group free
cash flow
25%
Total shareholder
return
25%
Carbon emissions
reduction
10%
Remuneration at a glance
Kier Group plc Annual Report and Accounts 2025 95
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Directors’ Remuneration report continued
Strategic measure selection
Measures are
strategic, taking into
account budget and
long-term forecasts
FY25 annual bonus:
Metrics included AOP (40%), average month-end net debt (40%),
AIR (10%) and personal objectives (10%).
The financial targets were directly linked to the Group’s strategic
priorities and to the achievement of the long-term sustainable
growth plan.
The non-financial targets reflected the priorities around health
and safety performance and employee engagement.
2022 LTIP:
Metrics included adjusted EPS (50%), TSR (25%) and adjusted
FCF (25%).
When the Committee selected performance metrics in 2022,
the Group’s financial position was strengthening but profitability
and cash generation remained of primary importance and
consequently long-term performance in these key areas
was prioritised.
Set stretching targets
The Committee
considers a range
of factors to ensure
targets are stretching
We take into account the long-term sustainable growth plan,
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 pay out.
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.
Given the Group’s performance and after considering the impact
of the commencement of the buyback programme, and
making a downward discretionary adjustment to mitigate the
potential for windfall gains arising on the LTIP vesting, the
Committee is satisfied that the FY25 bonus and 2022 LTIP
outcomes represent a fair reward for performance delivered.
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
the same (or 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 exercised its discretion during the year to
reduce the number of shares vesting under the LTIP 2022 award
to reflect the fall in the share price prior to the date of grant and
thus mitigate the potential for windfall gains to arise over the
vesting period given the recent growth in the share price.
Remuneration at a glance continued
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Kier Group plc Annual Report and Accounts 202596
Notes
1. For Andrew Davies and Stuart Togwell, calculated on
a full-year basis, excluding any pro-ration.
2 ‘Fixed’ remuneration comprises base salary, taxable
benefits and a pension contribution/cash allowance.
3. 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
maximum opportunity (175% of base salary). For the
Stuart Togwell illustration to 31/10/2025, 125% of base
salary is assumed for annual bonus and 150% for LTIP.
4. 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.
5. 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 at a share price which is 50%
higher than the share price on the date of grant.
6. No dividend equivalents are included and no value
is assumed for participation in the Sharesave or the
Share Incentive Plan.
Summary of the Executive Directors’ FY25 remuneration outcome
Summary of the Executive Directors’ FY26 remuneration framework
Fixed Annual bonus LTIP vesting
See notes 1–6 opposite.
Illustration of application of
Remuneration Policy in FY26
(£000s)
Andrew Davies
£889Fixed
On-target
Maximum
Maximum
+50% share
price growth
£1,499
£2,109
£2,109
Simon Kesterton
100%
£644Fixed
On-target
Maximum
Maximum
+50% share
price growth
48%
£1,339
33%
25%
£2,546
35% 40%
21%
£3,058
29% 50%
Stuart Togwell (to 31/10/2025)
Stuart Togwell (from 01/11/2025)
£614
£778
Fixed
Fixed
On-target
On-target
Maximum
Maximum
Maximum
+50% share
price growth
Maximum
+50% share
price growth
£1,172
£1,621
£2,148
£3,086
£2,566
£3,707
Andrew Davies
£4,313881 690 2,742
Simon Kesterton
Stuart Togwell
Fixed Annual bonus LTIP vesting
FY25 Remuneration (£000s)
Pay out as a % of max
AOP
Average month-
end net debt
Group AIR
Personal objectives
Bonus
maximum
100%
Bonus
actual
56.6%
Adjusted EPS
Adjusted FCF
TSR
LTIP
maximum
100%
LTIP
actual
88.97%
FY25 bonus performance
AOP:
£159.1m (50.5% of max)
Average month-end net debt:
£(49.2)m (66% of max)
Reduction in Group’s AIR:
0% achieved
Personal objectives:
100% achieved
2022 LTIP performance
Adjusted EPS:
21.6p (77.9% of max)
TSR:
above upper quartile (100% of max)
Adjusted FCF:
£199.2m (100% of max)
Note: A discretionary reduction in the number of
shares under award to recognise the potential for
windfall gains was applied to the vesting outcome
(see page 101).
Base salary
Andrew Davies (CEO):
£813,141 (no change)
Simon Kesterton (CFO):
£585,198 (+3%)
Stuart Togwell
£557,600 to 31/10/2025
£710,000 from 01/11/2025
Annual bonus
Maximum:
Andrew Davies and Simon Kesterton:
150% of salary, Stuart Togwell: 125%
of salary to 31/10/2025 and 150%
from 01/11/2025
Targets
AOP (40%), average month-end
net debt (40%), Group AIR (10%)
and personal objectives (10%)
LTIP
Maximum:
Simon Kesterton and Stuart Togwell:
175% of salary, Andrew Davies:
no award
Targets:
EPS (40%), FCF (25%), TSR (25%),
carbon emissions reduction (10%)
Pension
7.5% of base salary
Directors’ Remuneration report continued
Remuneration at a glance continued
19%
19%
100%
41%59%
58%42%
58%42%
100%
30%52%
39%32%29%
49%27%24%
100%
33%48%
40%35%25%
50%29%21%
50
25
25
40
40
10
10
20.2
26.4
10
38.97
25
25
£3,018620 1,916
482
£965
460 209296
18%
Kier Group plc Annual Report and Accounts 2025 97
Strategic reportOverview Corporate governance Financial statements Other information
FY26 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, CFO and GMD Construction
Opportunity Grade related (between 10%–100% of salary) 125%–150% of salary
Measures Profit; average month-end net debt; health and safety;
personal objectives
Profit; average month-end net debt; health and safety;
personal objectives
Deferral Executive Committee: 25% of net bonus payment
deferred for three years
33% of net bonus deferred for three years
(40% if share ownership guidelines not met)
LTIP Participants Leadership and strategic senior managers CEO, CFO and GMD Construction
Opportunity Grade related (between 25%–75% of salary) 150%–175% of salary
Holding period No post-vesting holding period Two years post-vesting holding period
Measures Earnings per share; total shareholder return; adjusted free cash flow; reduction in carbon emissions
Performance period Not less than 3 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 scheme 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 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
and DIY stores trade discounts
Kier Rewards Shopping discounts and cashback All employees have access to savings at more than 850 retailers
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Directors’ remuneration for the 2025 financial year (audited)
The following table provides details of the Directors’ remuneration for the 2025 financial year, together with their remuneration for the 2024 financial year.
Fixed Pay Variable Pay Total
Salary/fee
(£000)
Taxable benefits
1
(£000)
Pension
2
(£000)
Total fixed pay
(£000)
Bonus
(£000)
LTIP vesting
(£000)
Total variable pay
(£000)
Total
(£000)
2025 2024 2025 2024 2025 2024 2025 2024 2025
3
2024 2025
4
2024
5
2025 2024
5
2025 2024
5
Executive Directors
Andrew Davies 806 773 15 15 60 58 881 846 690 965 2,742 2,032 3,432 2,997 4,313 3,843
Simon Kesterton 563 542 15 15 42 41 620 598 482 674 1,916 1,365 2,398 2,039 3,018 2,637
Stuart Togwell
6
418 – 11 – 31 – 460 – 296 – 209 – 505 – 965 –
Non-Executive Directors
7
Alison Atkinson 71 69 – – – – 71 69 – – – – – – 71 69
Justin Atkinson
8
17 69 – – – – 17 69 – – – – – – 17 69
Chris Browne 68 57 – – – – 68 57 – – – – – – 68 57
Margaret Hassall 79 77 – – – – 79 77 – – – – – – 79 77
Matthew Lester 260 248 – – – – 260 248 – – – – – – 260 248
Mohammed Saddiq 59 29 – – – – 59 29 – – – – – – 59 29
Clive Watson 71 69 – – – – 71 69 – – – – – – 71 69
Total 2,412 1,933 41 30 133 99 2,586 2,062 1,468 1,639 4,867 3,397 6,335 5,036 8,921 7,098
All figures in the above table have been rounded to the nearest £1,000.
1. Comprises the value of benefits and allowances including private medical insurance and a car or car allowance.
2. Comprises the payment of employer pension contributions and/or a cash allowance.
3. 33% of the total net bonus payment will be deferred into shares for three years. No bonus deferral will be applied to the payment to Andrew Davies for 2025 due to his retirement from the Board on 1 November 2025 (see page 94 for
more details).
4. The estimated value of the LTIP award that was granted in respect of the 2023–25 performance period is included in the table above, based on a share price of 158.6p (the three-month average share price for the period ending
30 June 2025). The award will vest in October 2025 and the shares held by Andrew Davies and Simon Kesterton will then be subject to a two-year holding period. For Andrew Davies, £1,431,159 of the estimated value of the LTIP is
attributable to share price growth and dividend equivalents of £139,444 have been included. For Simon Kesterton, £999,969 of the estimated value of the LTIP is attributable to share price growth and dividend equivalents of £97,430
have been included. For Stuart Togwell, the estimated value is prorated to the period of the award’s performance period from 1 October 2024 to 30 June 2025 and £109,150 of the estimated value of the LTIP is attributable to share price
growth and dividend equivalents of £10,633 have been included.
5. The figures in these columns have been restated, compared to the estimated values included in the 2024 Annual Report, to reflect the Company’s share price on the vesting date for the 2021 LTIP award of 143.2p.
6. Stuart Togwell joined the Board on 1 October 2024 and the figures in the table are for the period from 1 October 2024 to 30 June 2025.
7. All the Non-Executive Directors were members of the Remuneration Committee for the 2025 financial year (or until they left the Board).
8. Justin Atkinson resigned from the Board on 30 September 2024.
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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. The contributions payable on behalf of the Executives are subject to the annual allowance, with the balance being payable 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 pension contributions paid on behalf of, and the cash allowances paid to, the Executives in respect of the 2025 financial year were:
Director
Employer pension
contribution
Pension
contribution
Cash
allowance Total
Andrew Davies 7.5% of salary – £60,434 £60,434
Simon Kesterton 7.5% of salary – £42,226 £42,226
Stuart Togwell
1
7.5% of salary – £31,365 £31,365
1. For the period from 1 October 2024 to 30 June 2025.
Annual bonus – 2025 financial year (audited)
Details of the annual bonus target setting process are set out on page 96. Bonus outcomes for the Executive Directors in respect of the 2025 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% £150.2 m £159.0 m £170.0 m £1 59. 1 m 50.5%
Group average month-end net debt 40% £(70.0 )m £ (5 8. 7 )m £ (2 9 . 0 ) m £ (4 9.2 )m 66.0%
1. Bonus payment opportunity was 0% for threshold performance, 50% for target performance and 100% for maximum performance.
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
1
10% 84 79 115 0%
1. Bonus payment opportunity was 50% for threshold performance and 100% for maximum performance. Further information is set out on page 93.
Personal objectives (weighting: 10%)
Target Weighting Threshold Maximum
Actual
performance
Actual performance as
a % of bonus element
Employee engagement index
1
10% 74 80 80.5 100%
1. Bonus payment opportunity was 50% for threshold performance and 100% for maximum performance. Further information is set out on page 93.
As noted in the Chair’s Statement, the Committee considered the impact of the buyback programme on the outcome of the annual bonus. The impact was not material, as such,
the Committee determined that no adjustment to the outcome was required. The Committee determined that the overall outcome of 56.6% was a fair reflection of the
performance of the Company during the year.
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Total outcome of annual bonus
Director
Bonus payable as
% of opportunity
Maximum
opportunity as
% of salary
Bonus payable as
% of salary Total bonus
Andrew Davies 56.6% 150% 84.90% £690,357
Simon Kesterton 56.6% 150% 84.90% £482,362
Stuart Togwell
1
56.6% 125% 70.75% £295,877
1. For the period from 1 October 2024 to 30 June 2025.
In accordance with the Policy, Simon Kesterton and Stuart Togwell (having met the required shareholding levels) will have 33% of the net bonus payment deferred into shares.
The deferred shares will be held for three years and malus provisions apply. As Andrew Davies is retiring on 31 October 2025, there will be no deferral of his 2025 bonus.
LTIP award – performance period ended 30 June 2025 (audited)
The three-year performance period for the LTIP award granted in 2022 ended on 30 June 2025. Achievement against the performance conditions for the LTIP award was as follows:
Performance conditions Weighting Targets Actual performance
Level of vesting as
% of target
1
Level of vesting as
% of opportunity
Adjusted EPS
2
50% • 0% vesting if less than 19.2p
• 25% vesting if equal to 19.2p
• 100% vesting if 22.6p or above
• Straight-line vesting between these points
21.6p 77.9% 38.97%
TSR 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
• Straight-line vesting between these points
Above upper quartile 100% 25%
Adjusted FCF
2
25% • 0% vesting if less than £120.1m
• 25% vesting if equal to £120.1m
• 100% vesting if £142.6m or more
• Straight-line vesting between these points
£199.2m 100% 25%
Total 88.97%
1. Expressed as a percentage of maximum opportunity. 2. For the financial year ended 30 June 2025.
As noted in the Chair’s Statement, the Committee determined that the share buyback programme had not had a material impact on the EPS performance outcome and therefore
no adjustment to the EPS outcome was required.
When considering the 2022 LTIP vesting outcome, the Committee recognised that the share price had fallen significantly prior to grant of the award, giving rise to the potential
for windfall gains on vesting, given the subsequent share price growth over the performance period. The number of shares granted had been based on the spot price on the date
of grant of 61.9p. For subsequent awards (2023 LTIP grant onwards), the Committee has used a three-month average share price when determining the number of shares to be
granted. To mitigate the potential for windfall gains arising on the vesting of the 2022 LTIP grant, the Committee determined to retrospectively apply the same approach to the 2022
LTIP grant (i.e. using a three-month average share price). The three-month average share price was 71.4p. Applying this approach results in a 13% reduction to the number of shares
under award. The reduced number of shares will be subject to the 88.97% vesting outcome of the performance conditions. The Committee considers this to be an equitable
outcome for the Executives and reflects the share price concerns raised by some shareholders at the time of grant. The Committee reserves the discretion to reconsider the
13% reduction in the event of a material change in the share price by the date of vest on 21 October 2025.
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The vesting of the LTIP awards granted in 2022 will result in the allocation of the following number of shares:
Director
Estimated
number of
shares due
to vest
1,2
Value
3
Andrew Davies 1,729,159 £2,742,446
Simon Kesterton 1,208,185 £1,916,181
Stuart Togwell
4
131,876 £209,155
1. The vesting date is 21 October 2025.
2. The estimated number of shares due to vest reflects the 13% reduction agreed by the Committee to mitigate the prospect of windfall gains arising on vesting (see page 101) and 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. 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 2025 which was 158.6p.
4. The number of shares vesting and value shown is for 1 October 2024 to 30 June 2025.
Share awards granted during the 2025 financial year (audited)
The following share awards were granted to those persons who, during the 2025 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 2025
Andrew Davies 956,315 £1,422,997 25% 1 July 2024 –
30 June 2027
11 October 2027 The performance conditions
are set out below.
Simon Kesterton 668,190 £994,267
Stuart Togwell 562,096 £836,399
Deferred Shares Percentage of the net bonus
for the year ended 30 June 2024
Andrew Davies 119,075 £170,515 n/a n/a 28 October 2027 n/a
Simon Kesterton 83,199 £119,141
Stuart Togwell 45,465 £65,106
1. The LTIP awards were granted as conditional awards, based on 175% of base salary for Andrew Davies and Simon Kesterton and 150% of base salary for Stuart Togwell. 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% for Andrew Davies and Simon Kesterton and 25% for Stuart Togwell (as the performance
period was prior to joining the Board).
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, which was 148.8p. For the deferred shares, the face value has been calculated
using the share price on 25 October 2024, which was 143.2p.
No Directors received awards under the Share Incentive Plan during 2025.
LTIP 2024 grant – performance conditions (audited)
The performance measures and targets for the LTIP awards that were granted during the 2025 financial year are set out in the table below (and page 128 of the 2024 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
(11 October 2027). 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 2.8% growth per annum increase at threshold and 9.6% growth per annum increase at maximum compared to the 2024 financial year. The FCF target
is a 4% (£5.4m) increase at threshold and a 4% (£6.8m) increase at maximum compared to the range set for the 2023 LTIP grant. The carbon emission target is the emission total
for Scope 1 and 2 at FY27 being 5% below the straight lined FY23 position to 2030 near-term target (as validated by SBTi) at threshold and 10% below at maximum.
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The Committee is satisfied that the performance targets represent the right balance between incentivising management and alignment with shareholder interests.
Performance conditions Weighting Targets
1
Adjusted EPS
2
40% • 0% vesting for below 22.4p • 25% vesting for 22.4p • 100% vesting for 27.1p
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 £135.8m • 25% vesting for £135.8m • 100% vesting for £169.8m
Reduction in carbon emissions
2,3
10% • 0% vesting for above 26,804 tCO
2
e • 25% vesting at 26,804 tCO
2
e • 100% vesting for 25,394 tCO
2
e or below
1. Straight-line vesting between threshold (25% achievement) and maximum (100% achievement).
2. For the financial year ending 30 June 2027.
3. Measured over the period 1 April 2026–31 March 2027 to align with carbon reporting periods.
Directors’ shareholdings and share interests (audited)
The Committee encourages 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 encouraged 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 2025 (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 2025 financial year, served as a Director:
As at 30 June 2025
Shares held Options held
Owned
outright
or vested
1
Vested but
subject to a
holding
period
2
Unvested and
subject to
performance
conditions
3
Vested
but not
exercised
Unvested and
subject
to continued
employment
4
Shareholding
guideline
(% of salary)
Current
shareholding
(% of salary)
5
Guideline
met?
Alison Atkinson 18,928 – – – – n/a n/a n/a
Justin Atkinson 89,308 – – – – n/a n/a n/a
Chris Browne 20,325 – – – – n/a n/a n/a
Andrew Davies 740,246 1,664,920 4,459,293 – 10,506 200% 489% Yes
Margaret Hassall 18,877 – — – – n/a n/a n/a
Simon Kesterton 589,043 1,103,799 3,115,768 – 10,506 200% 623% Yes
Matthew Lester 166,131 – – – – n/a n/a n/a
Mohammed Saddiq – – – – – n/a n/a n/a
Stuart Togwell 417,360 151,023 1,711,717 – 2,506 200% 213% Yes
Clive Watson 103,784 – – – – n/a n/a n/a
1. Comprising shares held legally or beneficially by the relevant Director or their connected persons.
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 options under the Sharesave schemes. See pages 104 and 105.
5. Calculated by reference to (i) shares owned outright or vested by the Director or their connected persons,
(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 2025 of 209p and the gross base salaries for the year ended 30 June 2025.
There have been no changes in the interests of the Directors (or their connected persons) in the Ordinary Shares in the capital of the Company since 30 June 2025.
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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.
Andrew
Davies
As at
30 June
2024
Awards granted
during the year
Awards
vested during
the year
1
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
2025
Date of
grant
2
Grant price
at date
of award
3,4
Market price on
date awards
exercised
End of
performance
period
5
End of
holding
period
6
LTIP
2021 1,383,763 – 1,436,181 17,531 1,418,650 751,884 – – 28/10/2021 108.4p 143.2p 30/06/2024 28/10/2026
2022 2,120,355 – – – – – – 2,120,355 21/10/2022 61.9p – 30/06/2025 21/10/2027
2023 1,382,623 – – – – – – 1,382,623 17/11/2023 99.2p – 30/06/2026 17/11/2028
2024 – 956,315 – – – – – 956,315 11/10/2024 148.8p – 30/06/2027 11/10/2029
Deferred Shares
7
2021 109,092 – – – – – 109,092 – 29/10/2021 108.4p – – 29/10/2024
2022 309,808 – – – – – — 309,808 31/10/2022 61.7p – – 31/10/2025
2023 151,809 – – – – – — 151,809 30/10/2023 99.5p – – 30/10/2026
2024 – 119,075 – – – – — 119,075 28/10/2024 143.2p – – 28/10/2027
Sharesave
8
2021 5,625 – – – 5,625 – – – 29/10/2021 96p – – –
2022 4,909 – – – – – – 4,909 02/11/2022 55p – – –
2023 3,091 – – – – – – 3,091 31/10/2023 90p – – –
2024 – 2,506 – – – – – 2,506 29/10/2024 111p – – –
Simon
Kesterton
As at
30 June
2024
Awards granted
during the year
Awards
vested during
the year
1
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
2025
Date of
grant
2
Grant price
at date
of award
3,4
Market price on
date awards
exercised
End of
performance
period
5
End of
holding
period
6
LTIP
2021 929,667 – 964,883 11,777 953,106 505,146 – – 28/10/2021 108.4p 143.2p 30/06/2024 28/10/2026
2022 1,481,520 – – – – – – 1,481,520 21/10/2022 61.9p – 30/06/2025 21/10/2027
2023 966,058 – – – – – – 966,058 17/11/2023 99.2p – 30/06/2026 17/11/2028
2024 – 668,190 – – – – – 668,190 11/10/2024 148.8p – 30/06/2027 11/10/2029
Deferred Shares
7
2021 98,702 – – – – – 98,702 – 29/10/2021 108.4p – – 29/10/2024
2022 138,761 – – – – – – 138,761 31/10/2022 61.7p – – 31/10/2025
2023 106,070 – – – – – – 106,070 30/10/2023 99.5p – – 30/10/2026
2024 – 83,199 – – – – – 83,199 28/10/2024 143.2p – – 28/10/2027
For notes see page 105.
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Simon
Kesterton
As at
30 June
2024
Awards granted
during the year
Awards
vested during
the year
1
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
2025
Date of
grant
2
Grant price
at date
of award
3,4
Market price on
date awards
exercised
End of
performance
period
5
End of
holding
period
6
Sharesave
8
2021 5,625 – – – 5,625 – – — 29/10/2021 96p – – –
2022 4,909 – – – – – – 4,909 02/11/2022 55p – – –
2023 3,091 – – – – – – 3,091 31/10/2023 90p – – –
2024 – 2,056 – – – – – 2,056 29/10/2024 111p – – –
Stuart
Togwell
As at
30 June
2024
Awards granted
during the year
Awards
vested during
the year
1
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
2025
Date of
grant
2
Grant price
at date
of award
3,4
Market price on
date awards
exercised
End of
performance
period
5
End of
holding
period
6
LTIP
2021 355,166 – 368,619 4,500 364,119 192,982 – — 28/10/2021 108.4p 143.2p 30/06/2024 28/10/2026
2022 646,849 – – – – – – 646,849 21/10/2022 61.9p – 30/06/2025 21/10/2027
2023 502,772 – – – – – – 502,772 17/11/2023 99.2p – 30/06/2026 17/11/2028
2024 – 562,096 – – – – – 562,096 11/10/2024 148.8p – 30/06/2027 11/10/2029
Deferred Shares
7
2021 28,276 – – – – – 28,276 — 29/10/2021 108.4p – – 29/10/2024
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
Sharesave
8
2024 – 2,056 – – – – – 2,056 29/10/2024 111p – – –
1. Includes additional shares added at vesting to reflect the dividends that would have been payable during the award period (dividend equivalents).
2. The LTIP awards vest on the third anniversary of the date of grant and are subject to a two year post-vesting holding period.
3. For LTIP awards and deferred shares, this is the market price of a share from the business day immediately prior to the date of the award or exercise, other than for the LTIP 2023 award (see note 4 below). For Sharesave, it is the
exercise price.
4. The grant price for the LTIP 2023 and LTIP 2024 awards was the average share price for the three-month period immediately prior to the date of the grant.
5. See ‘LTIP Award – Performance Period ended 30 June 2025’ on page 101 for vesting outcome. The performance conditions for the LTIP 2023 and 2024 awards are set out on page 134 of the 2023 Annual Report and page 121 of the 2024
Annual Report.
6. For LTIP, the post-vesting holding period is two years. 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).
7. The amount of net bonus allocated as deferred shares for Andrew Davies and Simon Kesterton was FY22: 50% (Andrew Davies) and 33% (Simon Kesterton), FY23 and FY24: 33%. For Stuart Togwell, the deferral amounts for the FY22-FY24
allocations were 25%.
8. 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.
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CEO’s remuneration
The table below sets out the total remuneration of the CEO paid with respect to each financial year indicated:
Year 2016 2017 2018 2019
1
2019
1
2020
2
2021 2022 2023 2024 2025
3
CEO Haydn
Mursell
Haydn
Mursell
Haydn
Mursell
Haydn
Mursell
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
Andrew
Davies
CEO single figure
of remuneration (£000)
4
£1,311 £1,199 £1,459 £423 £140 £613 £1,323 £2,119 £2,334 £3,843 £4,313
Annual bonus pay-out against
maximum opportunity (%)
90 48 75 – – – 90 78.8 91.2 82.1 56.6
LTIP vesting against maximum
opportunity (%)
34 29 24 – – – — 75 54.3 98.75 88.97
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. All figures are rounded to the nearest £1,000.
Total shareholder return
The graph adjacent shows the value, at the end of each financial year, of £100
invested in shares in the capital of the Company on 30 June 2015, 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.
£175
£150
£125
£100
£75
£50
£25
£0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Kier FTSE 250 Excluding Investment Trust Index
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Directors’ Remuneration report continued
Executive Directors’ external appointments
Andrew Davies was a non-executive director of Chemring Group plc until 31 January 2025 and is entitled to retain the fees that he received for this role.
Payments for loss of office (audited)
No payments were made for loss of office during the 2025 financial year.
Payments to past Directors (audited)
No payments were made to past Directors during the 2025 financial year.
Percentage change in Directors’ remuneration
The table below shows the percentage change in base salary or fees, taxable benefits and annual bonus of each Director in the financial year indicated, compared to previous
financial years, together with the approximate comparative average figures for those employees who were eligible for salary reviews on 1 October of each year and who were not
subject to collective agreements. In respect of the 2025 financial year, this section of the employee population (comprising approximately 6,075 individuals across a number of
levels) is considered to be the most appropriate group for comparison purposes, as its remuneration is controlled by the Group and is subject to similar external market forces as
those that relate to the Executives’ remuneration. Approximately 1,025 employees are eligible to receive a bonus.
Base salary/fee
1,2
Taxable benefits
1
Annual bonus
3
2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021
Executive Directors
Andrew Davies 3.75% 4.5% 0% 26.1% 6.7% 0% 0% 0% 7.1% 7.7% (28.5)% 12.9% 15.7% 10.5% n/a
Simon Kesterton 3.75% 4.5% 4% 3.5% 8.2% 0% 0% 0% 7.1% 7.7% (28.5)% 12.9% 20.4% (18.2)% n/a
Stuart Togwell n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Chairman
Matthew Lester 3.75% 7.7% 0% 0% 4.9% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-Executive Directors
Alison Atkinson 3.75% 0% 0% 8.1% –% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Justin Atkinson 3.75% 0% 0% 8.1% 6.9% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Chris Browne 3.75% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Margaret Hassall 3.75% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mohammed Saddiq 3.75% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Clive Watson 3.75% 0% 0% 8.1% 8.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Other employees
4,5
6.16% 7.17% 7.12% 6.56% 4.73% (12.26)% (9.21)% (8.0)% (6.6)% (0.57)% (29.0)% 29.0% 48.7% 8.0% n/a
1. Base salary/fee and taxable benefits as shown in the table on page 99 and the 2024, 2023, 2022 and 2021 Annual Reports.
2. Calculated on an annualised basis where base salary/fee or taxable benefits paid for part of financial year.
3. ‘Other employees’ percentage change calculated for employees subject to Group bonus targets.
4. Includes relevant employees of subsidiaries of Kier Group plc as there are no employees other than the Executives in Kier Group plc.
5. The change in taxable benefits is primarily due to company cars with lower emissions.
Annual report on remuneration continued
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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 total 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
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 2025 financial year and those individuals whose remuneration in the 2025 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 £805,793 £31,200 £43,730 £67,500
Total remuneration £4,313,594 £35,779 £48,332 £78,034
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 2025)
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 2025, 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),
leading to an increase in the ratio when bonus and LTIPs vest at high levels following strong performance, as is the case for FY24 and FY25. The Committee considers that the
median pay ratio for 2025 disclosed in the above table is consistent with the pay, reward and the progression opportunities available to UK-based employees across the business.
Relative importance of spend on pay
The graph below shows the total employee remuneration and dividends paid between FY24 and FY25:
Annual report on remuneration continued
£795.4m £31.6m
£735.3m £22.4m
2025 2025
2024 2024
Total employee remuneration (£m) Dividend (£m)
Employee remuneration is remuneration paid to or receivable by all employees of the Group and the dividends are those paid in the 2024 and 2025 financial years as stated
in notes 8 and 11 to the 2025 consolidated financial statements on pages 150 and 156 respectively.
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Directors’ Remuneration report continued
Implementation of the Remuneration Policy in 2025 and 2026
Remuneration
element Implementation in the 2025 financial year Implementation in the 2026 financial year
Executive
Directors’
base salary
Effective from 1 October 2024: • Andrew Davies: £813,141
• Simon Kesterton: £568,153
• Stuart Togwell: £557,600
With effect from 1 October 2025,
salaries will be:
• Andrew Davies: £813,141 (no change)
• Simon Kesterton: £585,198 (+3%)
• Stuart Togwell: £557,600 (to 31/10/25)
£710,000 (from 01/11/25)
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 FY26 is c.3%.
Annual bonus The maximum opportunity for Andrew Davies and Simon Kesterton was 150%
of salary (75% of salary at target) and for Stuart Togwell was 125% of salary
(62.5% of salary at target).
The award opportunity for Andrew Davies and Simon Kesterton is unchanged.
Any payment due to Andrew Davies will be reduced pro rata for the period
of employment during FY26.
The award opportunity for Stuart Togwell will be 150% of salary with effect from
1 November 2025.
No change to measures or their weighting. The performance targets are
considered to be commercially sensitive and will be disclosed, on a
retrospective basis, in the 2026 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%
• Personal objectives: 10%
Group AOP and average month-end net
debt pay-out ranges were as follows (as
a percentage of maximum opportunity):
• Threshold performance: 0%
• On-target performance: 50%
• Maximum performance: 100%
LTIP The LTIP awards made to Andrew Davies and Simon Kesterton were at 175%
of salary and for Stuart Togwell the award was at 150% of salary.
The performance conditions (and respective weightings) and targets for
the LTIP awards are set out on pages 102 and 103.
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.
A two-year holding period will apply to any vested awards.
The level of award for Simon Kesterton and Stuart Togwell will be 175% of salary.
No award will be granted to Andrew Davies. 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 110.
Adjusted EPS
1,2
(40% weighting)
• 0% vesting for below 24.1p
• 25% vesting for 24.1p
• 100% vesting for 29.4p
TSR outperformance
2,3
(25% weighting)
• 0% vesting for below median
• 25% vesting at median
• 100% vesting for upper quartile
Adjusted FCF
1,2
(25% weighting)
• 0% vesting for below £155.2m
• 25% vesting for £155.2m
• 100% vesting for £194.0m or higher
Reduction in carbon emissions
2,4,5
(10% weighting)
• 0% vesting for above 22,547 tCO
2
e
• 25% vesting for 22,547 tCO
2
e
• 100% vesting for 21,360
tCO
2
e or below
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Remuneration
element Implementation in the 2025 financial year Implementation in the 2026 financial year
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
Non-Executive
Directors’ fees
With effect from 1 October 2024:
Chair of the Board £262,488
Base fee for Non-Executive £59,138
Additional fees:
Chair of Environmental, Social and Governance Committee £12,000
Chair of Nomination Committee –
Chair of Remuneration Committee £20,000
Chair of Risk Management and Audit Committee £12,000
Senior Independent Director £12,000
With effect from 1 October 2025, the base fees will be increased by 3% which is
aligned with the increase for the wider workforce. The additional fees increase
by £1,000 (other than Chair of Remuneration Committee which is unchanged).
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
1. For the financial year ending 30 June 2028.
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 2027–31 March 2028 to align with carbon reporting periods.
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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 in the meeting and quality and effectiveness of supporting papers. The outcome
of this evaluation concluded that the Committee remains effective, and identified appropriate areas of focus for next year, such as preparation for the renewal of the Policy and
continual review to ensure alignment between strategic goals and executive remuneration.
Advisers
During the 2025 financial year, Ellason LLP 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
£100,010 (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 14 November 2024. 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
246,637,458 96.42% 9,145,511 3.58% 113,297
1. Includes those votes for which discretion was given to the Chairman.
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 Chairman.
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 pages 92 to 94 for
more information.
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How the Remuneration Policy aligns with the UK Corporate Governance Code
The Policy is available at www.kier.co.uk/who-we-are/corporate-governance. The Committee has determined the Policy in line with the UK Corporate Governance Code 2018
(the 2018 Code) as set out below:
Principle Committee approach
Clarity Remuneration arrangements should be transparent and promote effective
engagement with shareholders and the workforce.
The Group’s remuneration arrangements are clearly communicated to shareholders
through this Directors’ Remuneration report. The Board actively engages with
shareholders and the Chair discussed the arrangements with workforce
representatives through the Group’s Reward & Employee Benefits Forum.
Simplicity Remuneration structures should avoid complexity and their rationale and
operation should be easy to understand.
The remuneration structures are straightforward with a small number of
performance measures which are linked to the Group’s strategy.
Risk Remuneration arrangements should ensure reputational and other risks
from excessive rewards, and behavioural risks that can arise from
target-based incentive plans, are identified and mitigated.
The reputational and other risks that may result from excessive rewards are
clearly understood. The Committee has the discretion to adjust annual bonus
payments and vesting levels of LTIPs to address this issue. Wide-ranging malus
and clawback provisions apply to the incentives.
Predictability The range of possible values of rewards to individual Directors and any
other limits or discretions should be identified and explained at the time
of approving the Policy.
The Committee maintains caps on the maximum incentive opportunities as
reflected in the Policy.
Proportionality The link between individual awards, the delivery of strategy and the
long-term performance of the Group should be clear. Outcomes should
not reward poor performance.
Discretion can be applied in relation to variable remuneration to ensure that
rewards reflect the long-term performance of the Group; and the performance
measures attached to awards are carefully chosen.
Alignment
to culture
Incentive schemes should drive behaviours consistent with the Group’s
purpose, values and strategy.
The Committee reviews the incentive schemes to ensure alignment with the
strategy and long-term sustainable growth plan.
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
2018 Code.
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Directors’ Remuneration report continued
Introduction
The Company’s Remuneration Policy received shareholder approval at the AGM held in November 2023 and a summary of the key features is set out below. The full Policy can be
found on pages 144 to 153 of the 2023 Annual Report.
Element and link to strategy Operation Opportunity Performance measures
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.
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.
• Benefits are set at a level which the
Committee considers appropriate in light of
the market and an individual’s circumstances.
Not applicable.
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.
Share Incentive Plan
To encourage
ownership of the
Company’s shares
An HMRC-approved scheme which is open to all UK tax resident
employees of participating Group companies. Executive Directors
are eligible to participate.
The Company may match shares purchased with an award of free shares.
Matching shares may be forfeited if employees leave within three years
of their award, in accordance with the SIP rules.
• Participants can purchase shares up to the
prevailing limit approved by HMRC (or such
other lower limit as determined by the
Company) at the time they are invited
to participate.
• The Company currently offers to match
purchases made through the plan at the
rate of one free share for every two shares
purchased but may increase this to the
prevailing limit approved by HMRC.
Not applicable.
Directors’ Remuneration Policy
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Directors’ Remuneration report continued
Element and link to strategy Operation Opportunity Performance measures
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.
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 Executive Director share ownership
guideline is 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.
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Directors’ Remuneration report continued
Element and link to strategy Operation Opportunity Performance measures
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.
• 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
immediately
following its grant.
Non-Executive Director remuneration policy
General
The Non-Executive Directors’ remuneration (including that of the Chairman) 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. The policy on Non-Executive Directors’ remuneration is as follows:
Element and link to strategy Operation Opportunity Performance measures
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.
• 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.
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.
Directors’ Remuneration Policy continued
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Directors’ report
Introduction
For the purposes of section 463 of the Companies Act 2006 (the Act), the Directors’ report
of Kier Group plc for the year ended 30 June 2025 comprises pages 70 to 120 (inclusive).
This Directors’ report and the Strategic report on pages 1 to 120 (inclusive) together
comprise the ‘management report’ for the purposes of Disclosure Guidance and
Transparency Rule 4.1.8R.
The information required to be included in the Directors’ report that is provided in other
appropriate sections of this Annual Report and the financial statements is shown in
table 1 below and is incorporated into this Directors’ report by reference, in accordance
with section 414C(11) of the Act.
1. Information incorporated by reference
Information Reported in Pages
Directors Board of Directors
Directors’ shareholdings and
share interests
72–73 (inclusive)
103–105 (inclusive)
Employee engagement People report
Our key stakeholders
Engaging with our people
44–53 (inclusive)
79
77, 79 and 80
Employment of disabled persons People report 49–50 (inclusive)
Engagement with suppliers,
customers and others
Our key stakeholders 78–79 (inclusive)
Financial instruments Consolidated financial
statements – note 27
172–174 (inclusive)
Going concern Financial review 29
Greenhouse gas emissions Energy and carbon reporting 43
Important events since the end
of the financial year
n/a n/a
Likely future developments Chief Executive’s review 7–13 (inclusive)
Results and dividends Chief Executive’s review
Financial review
7–13 (inclusive)
25–28 (inclusive)
Table 2 below sets out the location of information required to be disclosed under UK
Listing Rule 6.6.1R, where applicable.
2. Disclosures required under UK Listing Rule 6.6.1R
Information required to be disclosed Page(s)
(1) Amount of interest capitalised n/a
(2) Publication of unaudited financial information n/a
(3) Long-term incentive schemes n/a
(4)–(10) Miscellaneous n/a
(11)–(12) Waiver of dividends 117 and 118
(13) Agreement with controlling shareholders n/a
Results and dividends
The Group’s results and performance highlights for the year are set out on pages 7
to 13 and on pages 25 to 28. An interim dividend of 2.0p per Ordinary Share of 1p each
(Ordinary Share) in the capital of the Company (FY24: 1.7p) was paid on 2 June 2025.
The Directors propose a final dividend of 5.2p per Ordinary Share (FY24: 3.5p). Subject
to approval at the 2025 Annual General Meeting (2025 AGM), the final dividend will be paid
on 3 December 2025 to shareholders on the register of members at close of business
on 31 October 2025. 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
FY25 final dividend is 14 November 2025. For further information on the DRIP, see Dividend
information within the Investors section of the Company’s website.
Share capital
As at 30 June 2025, the issued share capital of the Company was £4,528,753.90,
comprising of 452,875,390 Ordinary Shares, and the Company held 4,552,151 Ordinary
Shares in treasury, representing 1.0% of the issued shares, excluding treasury shares.
As at 12 September 2025, the issued share capital of the Company was £4,528,753.90,
comprising of 452,875,390 Ordinary Shares, and the Company held 6,371,936 Ordinary
Shares in treasury, representing 1.4% of the issued shares, excluding treasury shares.
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2025116
Directors’ report continued
Share issues and powers of the Directors
The Directors were granted authority at the AGM held on 14 November 2024 (the 2024 AGM)
to allot shares in the Company (i) up to an aggregate nominal amount of £1,509,012; and
(ii) up to an aggregate nominal amount of £3,018,024 in connection with a rights issue.
The Directors were also granted authority to allot shares (i) non-pre-emptively and wholly
for cash up to an aggregate nominal amount of £452,703; and (ii) for the purposes of
financing an acquisition or other capital investment up to a further nominal amount
of £452,703.
In addition, at the 2024 AGM, the Directors were granted authority in connection with
follow-on offers, up to a maximum amount of £181,081. The concept of follow-on offers
was introduced by the latest institutional shareholder guidelines, including the Pre-Emption
Group’s Statement of Principles which were updated in November 2022 to help existing
and retail investors to participate in equity issues.
During FY25, the Company issued 741,638 Ordinary Shares 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) with an aggregate nominal
value of £7,416.38 (FY24: 5,819,317 Ordinary Shares with an aggregate nominal value of
£58,193.17). Between 1 July 2025 and 12 September 2025, no Ordinary Shares were issued
in connection with the exercise of options under the Scheme (FY24: 488,694 Ordinary
Shares with an aggregate nominal value of £4,886.94 were issued between 1 July 2024
and 10 September 2024). 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 2024 AGM to make market purchases of
up to 45,270,364 Ordinary Shares (representing 10% of its the Company’s issued shares,
excluding treasury shares, as at 19 September 2024) up until the earlier of the conclusion
of the 2025 AGM and close of business on 31 December 2025.
On 21 January 2025, the Company announced a share buyback programme of up
to £20m (the 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), £20m
(the Completion Date). The purpose of the Buyback Programme was to return capital
to shareholders.
As at 30 June 2025, the Company had purchased 4,552,151 Ordinary Shares under the
Buyback Programme with an aggregate nominal value of £45,521.51 and for a total
purchase price of £6,326,368 (FY24: £nil), representing 1.0% of the issued shares,
excluding treasury shares, as at that date. The Company therefore had 89.9% of the
authority to purchase its own shares received from shareholders at the 2024 AGM
remaining as at 30 June 2025.
Between 1 July 2025 and 12 September 2025, the Company purchased 1,819,785 Ordinary
Shares under the Buyback Programme with an aggregate nominal value of £18,197.85
for a total purchase price of £3,637,689 (FY24: £nil). Therefore, as at 12 September 2025,
a total of 6,371,936 Ordinary Shares had been purchased by the Company under the
Buyback Programme with an aggregate nominal value of £63,719.36 for a total purchase
price of £9,964,057, representing 1.4% of the issued shares, excluding treasury shares,
as at that date. The Company therefore had 85.9% of the authority to purchase its own
shares received from shareholders at the 2024 AGM remaining as at 12 September 2025.
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 2024 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 2025 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 information in table 3 on page 118 has been provided as at 29 August 2025 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.
In addition, we have included in table 4 on page 118 the interests in the share capital of
the Company which have been notified to the Company as at 30 June 2025 and as at
12 September 2025 under Rule 5.1 of the Disclosure Guidance and Transparency Rules.
The information in table 4 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.
Kier Group plc Annual Report and Accounts 2025 117
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Directors’ report continued
3. Substantial holdings – section 793 information
Shareholder
Interest
as at
29 August 2025
BlackRock, Inc 6.0%
Oasis Management Company Ltd. 5.9%
JTC Employer Solutions Trustee Limited 4.9%
Aberdeen 4.5%
Hargreaves Lansdown Asset Management 4.5%
Perpetual Limited 3.8%
M&G Investments 3.4%
4. Substantial holdings – DTR disclosures
Shareholder
1
Interest
as at
30 June 2025
2
Interest
as at
12 September 2025
2
BlackRock, Inc. 5.3% 5.2%
Oasis Management Company Ltd. 5.2% 5.2%
Brewin Dolphin Limited 5.0% 5.0%
Charles Stanley Group plc 5.0% 5.0%
Lombard Odier Asset Management (Europe) Limited 5.0% 5.0%
M&G Plc 5.0% 5.0%
Pendal Group Limited 5.0% 5.0%
Perpetual Limited 5.0% 5.0%
Rathbone Investment Management Limited 4.9% 4.9%
Schroders plc 4.9% 4.9%
Aviva plc 4.8% 4.8%
Jupiter Fund Management PLC 4.8% 4.8%
Norges Bank 3.0% 3.0%
1. The most recent notification received by the Company from Woodford Investment Management Limited (WIM)
in July 2019 indicated a shareholding of 22,901,145 shares, which would represent 5.1% of the Company’s issued
share capital, excluding treasury shares, as at 12 September 2025. Although the Directors of the Company believe
that the number of shares held by WIM has decreased significantly since that time, as they understand that the
funds managed by WIM are in the process of being closed down, the Company has not received an updated
notification of change in shareholding pursuant to the Disclosure Guidance and Transparency Rules.
2. Subject to rounding.
Rights under employee share schemes
As at 30 June 2025, JTC Employer Solutions Trustee Limited (JTC), as the trustee of
the Kier Group 1999 Employee Benefit Trust, owned 9,944,522 Ordinary Shares (2.2% 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 2025, JTC held 1,437,389 Ordinary Shares (0.3% 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 2025, Equiniti Limited (Equiniti) held 10,906,470 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.
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Kier Group plc Annual Report and Accounts 2025118
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 and replacement 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 2025
AGM (except for Andrew Davies, who is retiring from the Board on 31 October 2025).
Further information about the Directors’ skills, experience and contribution can be
found on pages 72 and 73.
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 were in place during the year ended
30 June 2025 for the relevant Directors and remain 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).
Subsidiaries and branches
A list of the Group’s subsidiaries and the branches through which the Group operates
are listed in note 30 to the consolidated financial statements.
Political donations
The Company made no political donations during the year (FY24: 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 2026. A resolution relating to
this re-appointment will be proposed at the 2025 AGM.
AGM
The Company’s 2025 AGM is scheduled to be held on 13 November 2025. Please see
the Notice of AGM for further information.
This Directors’ report was approved by the Board and signed on its behalf by:
Jaime Tham
Company Secretary
2nd Floor, Optimum House,
Clippers Quay, Salford, M50 3XP
15 September 2025
Directors’ report continued
Kier Group plc Annual Report and Accounts 2025 119
Strategic reportOverview Corporate governance Financial statements Other information
Statement of Directors’ responsibilities Directors’ confirmations
The Directors are responsible for preparing the Annual Report and Accounts 2025
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 of 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.
The Directors consider that the Annual Report and Accounts 2025, 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 Governance section,
confirm 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 it faces.
In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the
Group’s and Company’s auditors are unaware; 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.
Andrew Davies Simon Kesterton
Chief Executive Chief Financial Officer
15 September 2025
Strategic reportOverview Corporate governance Financial statements Other information
Kier Group plc Annual Report and Accounts 2025120
Independent auditors’ report to the members of Kier Group plc
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 2025 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 2025 (the “Annual Report”), which
comprise: the Consolidated and Company
balance sheets as at 30 June 2025; the
Consolidated income statement, the
Consolidated statement of comprehensive
income, the Consolidated and Company
statements of changes in equity and the
Consolidated statement of cash flows for
the year then ended; and the notes to the
financial statements, comprising material
accounting policy information and other
explanatory information.
Our opinion is consistent with our
reporting to the 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, 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 over
98% (2024: 97%) of the Group’s revenues
Key audit matters
• Contract accounting (Group)
• Carrying value of investments in Group
companies and recoverability of
amounts owed by
subsidiaries (Company)
Materiality
• Overall Group materiality: £24.4m (2024:
£13.7m) based on 0.6% of Group revenue
(FY24: 0.35%).
• Overall Company materiality: £21.3m
(2024: £20.5m) based on 1% of total
assets. For certain balances/
transactions, we use a lower materiality
level of £10.0m (2024: £4.4m).
• Performance materiality: £18.3m
(2024: £10.2m) (Group) and £16.0m
(2024: £15.3m) (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.
Impairment of Goodwill (Group), which
was a key audit matter last year, is no
longer included in the current year. Whilst
the Infrastructure Services goodwill value
is significant at £523.1m, the Directors'
impairment assessment calculated
a recoverable amount that was £343.0m
above the Infrastructure Services carrying
value and has consistently shown
significant headroom in recent years,
thus reducing the risk of recoverability.
The increased headroom means goodwill
recoverability is less sensitive to changes
in key assumptions and therefore was less
of an audit focus in the current year.
In addition, we considered the Group’s
improving financial performance and
recent record of delivering to budget.
Otherwise, the key audit matters below
are consistent with last year.
Kier Group plc Annual Report and Accounts 2025 121
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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 85 (Risk Management and Audit Committee report) and
page 136 (Accounting policy).
The Group has significant long-term contracts in its Infrastructure Services
and Construction businesses. The recognition of revenue in relation to
long-term contracts is in accordance with IFRS 15 where for the majority
of contracts revenue is recognised over time. Where this is the case the
measure of progress is based on the ‘input method’ which is based on the
stage of completion of contract activity. This is determined based on the
actual costs incurred to date compared to the estimated forecast costs
at completion. For certain contract arrangements, including for cost plus
and schedule of rates contracts, revenue is not sensitive to estimated
costs at completion and therefore these do not form part of our significant
risk assessment.
Contracts accounted for on 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.
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 (for
contracts accounted for on a stage of completion basis) as a Key
Audit Matter and are particularly focussed on the existence/occurrence
and accuracy of revenue recognition due to the estimation of costs to
complete and ensuring any variable elements of revenue are recognised
to the extent is highly probable that a significant reversal will not occur.
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 large amounts of variable revenue;
• low margin or loss making contracts;
• contracts with significant work in progress balances and/or other balances 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 and included, but were not limited to, the
following procedures:
• obtaining an understanding of the relevant contractual clauses and terms and conditions and agreeing forecast revenue to signed
contracts, signed variations, or other corroborative and supporting documentation;
• 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;
• substantively testing a sample of actual costs incurred (not part of the significant risk) to date to ensure these had been
recorded accurately;
• 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;
• 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;
• reconciling revenue recognised with amounts certified by clients and agreeing on a sample basis to cash received;
• 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
• 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.
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 the
associated impact on the forecast cost at completion.
Based on the evidence obtained from the above procedures we concluded on the appropriateness of the recognition of contract revenues
and profits/losses and of the amounts held as contract assets and liabilities. Given the degree of estimation, we also reviewed the
disclosures regarding significant judgements and estimates included in note 1 to the financial statements.
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Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter continued How our audit addressed the key audit matter continued
Carrying value of investments in Group companies and
recoverability of amounts owed by subsidiaries (Company)
Refer to page 85 (Risk Management and Audit Committee report) and
page 186 (Accounting policy).
The Company holds investments in subsidiaries of £669.7m (2024: £455.5m)
and net amounts owed by subsidiary undertakings of £1,413.3m (2024: £1,534.7m).
IAS 36 ‘Impairment of assets’ requires management to consider whether
there are any indicators of impairment in respect of non-financial assets.
Due to the quantum of the carrying amount and the market capitalisation
of the Group, this was an area of focus for the audit of the Company.
The Directors’ assessment of the carrying value of investments was that
no impairment was required. Similarly, all amounts owed by subsidiary
undertakings were assessed as being recoverable.
We audited the Directors’ impairment assessment of the carrying value in subsidiaries and net amounts owed by subsidiary undertakings.
In respect of the investment in Kier Limited (the only material investment), we performed the following procedures:
• we obtained the Board-approved three year forecasts 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’ forecasts and compared future cash flow performance to historical levels, as well as to industry
forecasts as part of our assessment as to whether the planned performance was considered achievable;
• we challenged the assumption within the forecasts 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.
We verified that the amounts owed by subsidiary undertakings were recoverable based on counterparty cash balances and/or expected
future cash flows.
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 or the net amounts owed by subsidiary undertakings.
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Independent auditors’ report to the members of Kier Group plc continued
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 Services,
Construction, Property and Corporate.
The Group audit partner is supported by
other component engagement leaders
who are responsible for the audit of
elements of these segments. The four
segments include a number of statutory
entities/reporting units in the Group's
consolidation, each of which is considered
to be a financial component.
The Group’s operations are largely within
the UK. Our audit approach was designed
to obtain coverage over 98% 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 and amounts owed by
subsidiaries (see key audit matters above)
as well as the goodwill impairment
assessment and the valuation of investment
property. 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
£24.4m (2024: £13.7m) £21.3m (2024: £20.5m)
How we
determined it
0.6% of Group revenue
(FY24: 0.35%)
1% of total assets. For certain
balances/transactions we use
a lower materiality of £10.0m
(2024: £4.4m).
Rationale for
benchmark
applied
Consistent with the prior year, we
have determined that revenue
remains the most appropriate
benchmark as it is considered to
be a reflection of the underlying
operating activities of the Group.
In the current year we have
increased the rule of thumb to
0.6% (FY24: 0.35%). 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
Based on our professional
judgement, we concluded
that an amount of £24.4m
was appropriate representing
0.6% of the Group’s revenue.
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.
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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
between £1.2m and £17.5m. 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% (2024: 75%) of overall
materiality, amounting to £18.3m (2024:
£10.2m) for the Group financial statements
and £16.0m (2024: £15.3m) 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 at the upper end 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 £1.2m (Group audit) (2024:
£0.6m) and £1.1m (Company audit) (2024:
£0.6m) 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
paper to ensure it was based upon the
latest Board approved forecasts and
that the cash flow assumptions were
consistent with our understanding of the
outlook for the Group’s businesses and
the wider market;
• 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;
• comparing the prior year forecasts
against actual performance to assess
the Directors’ ability to forecast
accurately; and
• reviewing the Directors’ covenant
calculations, covering the period from
1 July 2025 to 31 December 2026,
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.
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.
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Report on the audit of the
financial statements continued
Reporting on other information
continued
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 2025 is
consistent with the financial statements
and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding
of the Group and Company and their
environment obtained in the course of
the audit, we did not identify any material
misstatements in the Strategic report and
Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
Directors’ statements in relation to going
concern, longer-term viability and that
part of the corporate governance
statement relating to the Company’s
compliance with the provisions of the UK
Corporate Governance Code specified for
our review. Our additional responsibilities
with respect to the corporate governance
statement as other information are
described in the Reporting on other
information section of this report.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the corporate
governance statement is materially
consistent with the financial statements
and our knowledge obtained during the
audit, and we have nothing material to
add or draw attention to in relation to:
• the Directors’ confirmation that they
have carried out a robust assessment
of the emerging and principal risks;
• the disclosures in the Annual Report
that describe those principal risks,
what procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
• the Directors’ statement in the financial
statements about whether they
considered it appropriate to adopt the
going concern basis of accounting in
preparing them, and their identification
of any material uncertainties to the
Group’s and Company’s ability to
continue to do so over a period of at
least twelve months from the date of
approval of the financial statements;
• the Directors’ explanation as to their
assessment of the Group’s and
Company’s prospects, the period this
assessment covers and why the period
is appropriate; and
• the Directors’ statement as to whether
they have a reasonable expectation that
the Company will be able to continue in
operation and meet its liabilities as they
fall due over the period of its assessment,
including any related disclosures
drawing attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement
regarding the longer-term viability of the
Group and Company was substantially less
in scope than an audit and only consisted
of making inquiries and considering the
Directors’ process supporting their
statement; checking that the statement is
in alignment with the relevant provisions of
the UK Corporate Governance Code; and
considering whether the statement is
consistent with the financial statements and
our knowledge and understanding of the
Group and Company and their environment
obtained in the course of the audit.
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.
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.
Kier Group plc Annual Report and Accounts 2025126
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Independent auditors’ report to the members of Kier Group plc continued
Report on the audit of the
financial statements continued
Responsibilities for the financial
statements and the audit continued
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 UK pensions and
employment legislation, data protection
legislation, the Health and Safety Executive
legislation and equivalent local laws, Fire
Safety Act 2021, anti-bribery and corruption
legislation, environmental legislation,
construction laws including the Building
Safety Act 2021, 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, the 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 and management bias
in accounting estimates, in particular
long-term contracting 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;
• challenging assumptions and
judgements made by management
in the estimates involved in accounting
for long term contracts, and where
applicable, inspecting correspondence
with external advisors; and
• identifying and testing journal entries
in particular any journal entries posted
with unusual account combinations.
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.
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Independent auditors’ report to the members of Kier Group plc continued
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
Following the recommendation of the
Risk Management and Audit Committee,
we were appointed by the members on
24 September 2014 to audit the financial
statements for the year ended 30 June 2015
and subsequent financial periods. The
period of total uninterrupted engagement
is 11 years, covering the years ended
30 June 2015 to 30 June 2025.
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.
Darryl Phillips (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
London
15 September 2025
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Strategic reportOverview Corporate governance Financial statements Other information
| 2025 | 2024 | ||
| 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 from continuing operations | 3 | ||
| Discontinued operations | |||
| Loss for the year from discontinued operations | |||
(attributable to equity holders of the Company) | 3,5 | ( | |
Profit for the year |
| 2025 | 2024 | ||
| Note | £m | £m | |
| Attributable to: | |||
Owners of the Company | |||
Non-controlling interests | |||
| Earnings/(losses) per share | |||
| Basic: | |||
– Continuing operations | 12 | ||
– Discontinued operations | 12 | ( | |
Total | |||
| Diluted: | |||
– Continuing operations | 12 | ||
– Discontinued operations | 12 | ( | |
Total | |||
| Supplementary information – continuing operations | |||
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 2025
Consolidated income statement
Kier Group plc Annual Report and Accounts 2025 129
Strategic reportOverview Corporate governance Financial statements Other information
Consolidated statement of comprehensive income
| 2025 | 2024 | ||
| Note | £m | £m | |
Profit for the year | |||
| Other comprehensive income/(loss) | |||
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 | ( | |
| Deferred tax on fair value movements on cash flow | |||
hedging instruments | |||
Foreign exchange translation differences | ( | ||
Foreign exchange movements recycled to the income statement | ( | ||
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 | |||
Other comprehensive loss for the year | ( | ( | |
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity holders of the Company | |||
Non-controlling interests | |||
| Total comprehensive income/(loss) for the year | |||
| attributable to equity holders of the Company arises from: | |||
Continuing operations | |||
Discontinued operations | ( | ||
For the year ended 30 June 2025
Kier Group plc Annual Report and Accounts 2025130
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Consolidated balance sheet
| 2025 | 2024 | ||
| 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 | |||
Other financial assets | 27 | ||
Cash and cash equivalents | 21 | ||
Current assets | |||
Total assets | |||
| Current liabilities | |||
Bank overdrafts | 21 | ( | ( |
Borrowings | 21 | ( | |
Lease liabilities | 22 | ( | ( |
Trade and other payables | 23 | ( | ( |
Contract liabilities | 18 | ( | ( |
Provisions | 24 | ( | ( |
Current liabilities | ( | ( |
| 2025 | 2024 | ||
| 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 | |||
Other reserves | ( | ||
Equity attributable to owners of the Company | |||
Non-controlling interests | ( | ( | |
Total equity |
As at 30 June 2025
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Consolidated statement of changes in equity
| (Accumulated | Equity | ||||||||
| losses)/ | attributable | ||||||||
| Share | Share | retained | Merger | Other | to owners of | Non-controlling | |||
capital 1 | premium 2 | earnings 3 | reserve 4 | reserves 5 | the Company | interests | Total equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 July 2023 | ( | ( | |||||||
Profit for the year | |||||||||
Other comprehensive loss | ( | ( | ( | ( | |||||
Total comprehensive income/(loss) for the year | ( | ||||||||
Dividends paid | 11 | ( | ( | ( | |||||
Issue of own shares | |||||||||
Capital reduction | ( | ( | |||||||
Share-based payments | 25 | ||||||||
Deferred tax on share-based payments | |||||||||
Purchase of own shares via employee benefit trust | 25 | ( | ( | ( | |||||
At 30 June 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 | ( |
1. The share capital includes 452,875,390 of authorised, issued and fully paid Ordinary Shares of 1p each (2024: 452,133,752). 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. During the year, 741,638 shares were issued under the Sharesave Scheme (2024: 5,819,317).
2. On 22 December 2023, the Company completed a capital reduction exercise, resulting in £684.4 m of share premium being cancelled and transferred to retained earnings.
3. On 21 January 2025, the Company commenced a share buyback programme to return capital to shareholders. During the year, the Company purchased a total of 4,552,151 shares with a negligible nominal value at a cost of £6.4 m.
These are held as treasury shares at the balance sheet date.
4. £134.8 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 £215.8 m relates to the issue of share capital on 18 June 2021.
5. Other reserves includes capital redemption reserve, cash flow hedge reserve and translation reserve. On 22 December 2023, the Company completed a capital reduction exercise, resulting in £2.7 m of capital redemption being
cancelled and transferred to retained earnings.
For the year ended 30 June 2025
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Consolidated statement of cash flows
| 2025 | 2024 1 | ||
| Note | £m | £m | |
| Cash flows from operating activities | |||
| Profit before tax | |||
– continuing operations | |||
– discontinued operations | 5 | ( | |
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 | ||
Recycling of foreign exchange movements to the income statement | ( | ||
Loss/(profit) 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 | ( | ( |
Decrease/(increase) in inventories | 21 | ( | |
Decrease/(increase) in receivables | 21 | ( | |
(Increase)/decrease in contract assets | 18 | ( | |
(Decrease)/increase 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 | 7 | ||
Income tax paid | 10 | ( | ( |
Net cash inflow from operating activities |
| 2025 | 2024 1 | ||
| Note | £m | £m | |
| Cash flows from investing activities | |||
Proceeds from sale of property, plant and equipment | |||
Purchase of property, plant and equipment | 14 | ( | ( |
Purchase of intangible assets | 13 | ( | ( |
Purchase of capitalised mobilisation costs | ( | ( | |
Acquisition of assets | ( | ||
Investment in joint ventures | 16,21 | ( | ( |
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 | ( | ( | |
Interest paid | ( | ( | |
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 | |||
Effect of change in foreign exchange rates | ( | ||
Opening cash, cash equivalents and bank overdrafts | |||
Closing cash, cash equivalents and bank overdrafts | 21 |
1. In the comparative information, £28.3 m of research and development credit cash flows that were previously
disclosed within operating cash flows before movements in working capital have been re-presented as part
of movements in receivables in cash flow from operating activities.
For the year ended 30 June 2025
Kier Group plc Annual Report and Accounts 2025 133
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements
1 Significant accounting policies
For the year ended 30 June 2025
Kier Group plc Annual Report and Accounts 2025134
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Going concern continued
Kier Group plc Annual Report and Accounts 2025 135
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Basis of consolidation continued
(a) Subsidiaries continued
Kier Group plc Annual Report and Accounts 2025136
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Revenue and profit recognition continued
Kier Group plc Annual Report and Accounts 2025 137
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Revenue and profit recognition continued
Kier Group plc Annual Report and Accounts 2025138
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Kier Group plc Annual Report and Accounts 2025 139
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Leases continued
Kier Group plc Annual Report and Accounts 2025140
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Kier Group plc Annual Report and Accounts 2025 141
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Employee benefits continued
Kier Group plc Annual Report and Accounts 2025142
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Critical accounting judgements and estimates continued
Kier Group plc Annual Report and Accounts 2025 143
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Critical accounting judgements and estimates continued
Kier Group plc Annual Report and Accounts 2025144
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
1 Significant accounting policies continued
Critical accounting judgements and estimates continued
(g) Fire and cladding (judgement and estimate) continued
Kier Group plc Annual Report and Accounts 2025 145
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
2 Revenue continued
| 2028 | |||
| 2026 | 2027 | onwards | |
| £m | £m | £m | |
Infrastructure Services | 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 |
| 2027 | |||
| 2025 | 2026 | onwards | |
| £m | £m | £m | |
Infrastructure Services | 1,643.3 | 796.7 | 1,506.5 |
Construction | 1,177.6 | 391.9 | 90.4 |
| Total transaction price allocated to remaining | |||
performance obligations | 2,820.9 | 1,188.6 | 1,596.9 |
3 Segmental reporting
The Group operates three divisions: Infrastructure Services, 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 22–24. 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.
Kier Group plc Annual Report and Accounts 2025146
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
3 Segmental reporting continued
2025 | 2024 | |||||||||
| Infrastructure | Infrastructure | |||||||||
| Services | Construction | Property | Corporate | Group | Services | Construction | Property | Corporate | Group | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
Revenue 1 | ||||||||||
Group revenue including share of joint ventures | 2,136.0 | 1,910.5 | 38.4 | 2.9 | 4,087.8 | 1,988.3 | 1,907.8 | 71.0 | 2.3 | 3,969.4 |
Less share of joint ventures | (1.3) | – | (9.4) | – | (10.7) | – | (2.4) | (61.9) | – | (64.3) |
Group revenue | 2,134.7 | 1,910.5 | 29.0 | 2.9 | 4,077.1 | 1,988.3 | 1,905.4 | 9.1 | 2.3 | 3,905.1 |
Timing of revenue 1 | ||||||||||
Products and services transferred at a point in time | 6.9 | – | 33.1 | – | 40.0 | 5.9 | 0.6 | 57.8 | – | 64.3 |
Products and services transferred over time | 2,129.1 | 1,910.5 | 5.3 | 2.9 | 4,047.8 | 1,982.4 | 1,907.2 | 13.2 | 2.3 | 3,905.1 |
Group revenue including share of joint ventures | 2,136.0 | 1,910.5 | 38.4 | 2.9 | 4,087.8 | 1,988.3 | 1,907.8 | 71.0 | 2.3 | 3,969.4 |
| Profit/(loss) for the year | ||||||||||
Adjusted operating profit/(loss) 2 | 111.0 | 75.0 | 12.2 | (39.1) | 159.1 | 112.3 | 69.2 | 6.2 | (37.5) | 150.2 |
Adjusting items 2 | (21.5) | (20.1) | – | (3.8) | (45.4) | (23.6) | (9.6) | (4.3) | (9.6) | (47.1) |
Operating profit/(loss) | 89.5 | 54.9 | 12.2 | (42.9) | 113.7 | 88.7 | 59.6 | 1.9 | (47.1) | 103.1 |
Net finance income/(costs) 3 | 6.7 | 4.4 | (5.9) | (40.8) | (35.6) | 4.4 | 1.4 | (3.7) | (37.1) | (35.0) |
Profit/(loss) before tax | 96.2 | 59.3 | 6.3 | (83.7) | 78.1 | 93.1 | 61.0 | (1.8) | (84.2) | 68.1 |
Taxation | (21.7) | (16.8) | ||||||||
Profit for the year from continuing operations | 56.4 | 51.3 | ||||||||
Loss for the year from discontinued operations | – | (8.3) | ||||||||
Profit for the year | 56.4 | 43.0 | ||||||||
| Balance sheet | ||||||||||
Operating assets 4 | 920.8 | 351.0 | 297.0 | 294.3 | 1,863.1 | 908.3 | 424.4 | 217.9 | 342.9 | 1,893.5 |
Operating liabilities 4 | (511.9) | (788.5) | (37.0) | (212.6) | (1,550.0) | (499.8) | (814.2) | (14.8) | (212.6) | (1,541.4) |
Net operating assets/(liabilities) 4 | 408.9 | (437.5) | 260.0 | 81.7 | 313.1 | 408.5 | (389.8) | 203.1 | 130.3 | 352.1 |
Cash, cash equivalents, bank overdrafts and borrowings | 642.6 | 757.4 | (225.2) | (970.7) | 204.1 | 540.4 | 700.4 | (171.3) | (908.6) | 160.9 |
Other financial assets | – | – | – | – | – | – | – | – | 7.1 | 7.1 |
Net assets/(liabilities) | 1,051.5 | 319.9 | 34.8 | (889.0) | 517.2 | 948.9 | 310.6 | 31.8 | (771.2) | 520.1 |
| Other information | ||||||||||
Inter-segmental revenue | 11.2 | 3.5 | – | 40.2 | 54.9 | 4.9 | 0.1 | – | 39.8 | 44.8 |
Capital expenditure on property, plant, equipment and intangible assets | 2.2 | 1.0 | – | 13.3 | 16.5 | 2.4 | 4.4 | – | 9.8 | 16.6 |
Depreciation of property, plant and equipment | (0.5) | (0.2) | (0.2) | (4.7) | (5.6) | (0.7) | (0.4) | (0.2) | (7.0) | (8.3) |
Amortisation of computer software | (1.7) | (0.8) | – | (11.1) | (13.6) | (1.1) | (0.2) | – | (6.1) | (7.4) |
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 (2024: 15%).
Group revenue including joint ventures is an alternative performance measure, see page 189.
2. See notes 1 and 5 for adjusting items.
3. Interest was (charged)/credited to the divisions at a notional rate of 4.0% (2024: 4.0%).
4. Net operating assets/(liabilities) represent assets excluding cash, cash equivalents, bank overdrafts, borrowings,
financial assets and liabilities, and interest-bearing inter-company loans.
Kier Group plc Annual Report and Accounts 2025 147
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| 2025 | 2024 | ||
| Note | £m | £m | |
Amortisation of intangible assets | 13 | 35.2 | 30.6 |
Depreciation of property, plant and equipment | 14 | 5.6 | 8.3 |
Loss/(profit) on sale of property, plant and equipment and right-of-use assets | 0.4 | (1.3) | |
Depreciation of right-of-use assets | 22 | 46.1 | 39.0 |
Fair value adjustment to investment properties | 15 | (7.6) | (6.5) |
| 2025 | 2024 | |
| £m | £m | |
| Fees payable for the audit of the parent company | ||
and consolidated financial statements 1 | 2.9 | 2.7 |
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 | 0.2 | 0.4 |
5 Adjusting items
(a) Reconciliation to adjusted profit
2025 | 2024 | |||||
| Adjusting | Adjusting | |||||
| Adjusted | items | Total | Adjusted | items | Total | |
| £m | £m | £m | £m | £m | £m | |
Group revenue | 4,077.1 | – | 4,077.1 | 3,905.1 | – | 3,905.1 |
Cost of sales | (3,727.3) | (19.0) | (3,746.3) | (3,555.1) | (15.0) | (3,570.1) |
Gross profit | 349.8 | (19.0) | 330.8 | 350.0 | (15.0) | 335.0 |
Administrative expenses | (197.6) | (25.6) | (223.2) | (216.2) | (23.8) | (240.0) |
| Share of post-tax results | ||||||
of joint ventures | (1.5) | – | (1.5) | 6.0 | (4.4) | 1.6 |
Other income | 8.4 | (0.8) | 7.6 | 10.4 | (3.9) | 6.5 |
Operating profit | 159.1 | (45.4) | 113.7 | 150.2 | (47.1) | 103.1 |
Net finance charges | (33.7) | (1.9) | (35.6) | (32.1) | (2.9) | (35.0) |
Profit before tax | 125.4 | (47.3) | 78.1 | 118.1 | (50.0) | 68.1 |
Taxation | (30.2) | 8.5 | (21.7) | (28.4) | 11.6 | (16.8) |
Profit for the year from continuing operations | 95.2 | (38.8) | 56.4 | 89.7 | (38.4) | 51.3 |
Loss for the year from discontinued operations | – | – | – | – | (8.3) | (8.3) |
Profit for the year | 95.2 | (38.8) | 56.4 | 89.7 | (46.7) | 43.0 |
Adjusting items include:
Cost of sales:
• Fire and cladding compliance costs of £17.0m – these consist of costs incurred in
rectifying legacy issues to comply with the latest Government guidance. The net
charge of £17.0m includes a credit of £8.7m in respect of insurance proceeds.
• Other adjusting items of £2.0m – other costs consist of a payment made to settle part
of an insurance-related claim that had previously been treated as an adjusting item.
Administrative expenses:
• Amortisation of acquired intangible assets of £21.6m – comprises amortised contract
rights arising from prior year acquisitions.
• Property-related items of £4.0m – these costs include the impact of the purchase and
subsequent sale of a vacant leasehold office in Manchester, as well as income and
costs incurred in respect of corporate properties vacated as part of the review of
Group premises.
Kier Group plc Annual Report and Accounts 2025148
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
5 Adjusting items continued
(a) Reconciliation to adjusted profit continued
Net finance charges:
• Net financing costs of £1.9m – these relate to IFRS 16 interest charges on leased
investment properties previously used as offices.
(b) Discontinued operations
Following the sale of its residential property building business (Kier Living) in FY21, the
Group retained responsibility for the cost of defect rectification works relating to former
Kier Living sites. At the time of the sale, provisions were made for the expected rectification
costs. These costs were included in discontinued operations as they were directly
associated with the disposal of Living.
During FY24, the Group reviewed the remaining liabilities for the defect rectification
works, based on the outstanding scope of works to be completed and current market
price. The cost increased by £8.3m, net of tax credit of £0.8m, the majority of which
remained as a provision on the year-end balance sheet. The £8.3m was recognised
as an adjusting item within discontinued operations.
(c) Cash outflow from adjusting items
| 2025 | 2024 | |
| £m | £m | |
| Adjusting items reported in the income statement: | ||
— Continuing operations | 47.3 | 50.0 |
— Discontinued operations | – | 8.3 |
Less: non-cash items incurred in the year | (38.4) | (31.4) |
Add: payment of prior year accruals and provisions | 8.9 | 9.8 |
Cash outflow from adjusting items | 17.8 | 36.7 |
| 2025 | 2024 | ||
| Note | £m | £m | |
Fair value gain on investment properties | 15 | 7.6 | 6.5 |
Other income | 7.6 | 6.5 |
| 2025 | 2024 | |
| £m | £m | |
| Finance income | ||
Bank deposits | 3.6 | 3.4 |
Interest receivable on loans to related parties | 0.1 | 0.1 |
Net interest on net defined benefit surplus | 4.3 | 5.7 |
8.0 | 9.2 | |
| Finance costs | ||
Interest payable on loans and overdrafts | (8.3) | (23.1) |
Interest payable on bonds | (22.5) | (8.4) |
Interest payable on leases | (9.1) | (9.5) |
Foreign exchange movements on foreign denominated borrowings | (0.5) | (0.6) |
Fair value movements on cash flow hedges recycled from other comprehensive income | 0.2 | – |
Other | (3.4) | (2.6) |
(43.6) | (44.2) | |
Net finance costs | (35.6) | (35.0) |
Kier Group plc Annual Report and Accounts 2025 149
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
8 Information relating to Directors and employees
| 2025 | 2024 | |
| No. | No. | |
| Monthly average number of people employed during the year | ||
| including Executive Directors by segment was: | ||
Infrastructure Services | 6,000 | 5,764 |
Construction | 3,772 | 3,842 |
Property | 73 | 70 |
Corporate | 516 | 542 |
10,361 | 10,218 |
6 employees are located outside of the UK (2024: 19).
| 2025 | 2024 | ||
| Note | £m | £m | |
| Group staff costs by segment are as follows: | |||
Infrastructure Services | 427.9 | 384.7 | |
Construction | 300.6 | 288.0 | |
Property | 13.5 | 11.5 | |
Corporate | 53.4 | 51.1 | |
795.4 | 735.3 | ||
| Comprising: | |||
Wages and salaries | 677.0 | 632.4 | |
Social security costs | 75.2 | 65.8 | |
| Defined benefit pension scheme net credit | |||
to the income statement | 9 | (2.2) | (3.9) |
| Contributions to defined contribution | |||
pension schemes | 36.5 | 31.7 | |
Share-based payments charge | 25 | 8.9 | 9.3 |
795.4 | 735.3 |
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 92–115.
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
9 Retirement benefit obligations continued
Contributions to defined benefit schemes continued
| 2030 & | |||||
| 2026 | 2027 | 2028 | 2029 | beyond | |
| £m | £m | £m | £m | £m | |
Deficit contributions | 5.2 | 3.5 | 0.9 | – | – |
| 2025 | 2024 | |
| % | % | |
Discount rate | 5.50 | 5.15 |
Inflation rate (Retail Price Index (RPI)) | 2.90 | 3.20 |
Inflation rate (Consumer Price Index (CPI)) | 2.20–2.65 | 2.40–2.85 |
Rate of general increases in pensionable salaries | 2.90 | 3.20 |
Rate of increase in pensions payments liable for Limited Price Indexation | ||
— RPI subject to minimum of 0% and a maximum 5% | 2.80 | 2.95 |
— RPI subject to minimum of 0% and a maximum 2.5% | 1.90 | 1.90 |
2025 | 2024 | |||
Male years | Female years | Male years | Female years | |
| Life expectancy for a male/female | ||||
| currently aged 60 | ||||
— Kier Group scheme | 26.2 | 28.3 | 25.9 | 28.0 |
— Acquired schemes | 24.9–26.5 | 27.7–28.8 | 24.6–26.3 | 27.4–28.2 |
| Life expectancy for a male/female | ||||
| member aged 60, in 20 years’ time | ||||
— Kier Group scheme | 27.6 | 29.5 | 27.2 | 29.2 |
— Acquired schemes | 26.5–27.8 | 29.1–30.3 | 26.2–27.4 | 28.8–29.5 |
Kier Group plc Annual Report and Accounts 2025 151
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
9 Retirement benefit obligations continued
IAS 19 ‘Employee Benefits’ disclosures continued
2025 | 2024 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Opening net surplus/(deficit) | 96.9 | (16.4) | 80.5 | 117.5 | (13.0) | 104.5 |
Current service cost | – | (0.1) | (0.1) | – | (0.1) | (0.1) |
Administration expenses | (1.8) | (0.2) | (2.0) | (1.4) | (0.3) | (1.7) |
| Net interest on net defined | ||||||
benefit surplus | 4.9 | (0.6) | 4.3 | 6.2 | (0.5) | 5.7 |
| Total income/(expense) | ||||||
recognised in the income statement | 3.1 | (0.9) | 2.2 | 4.8 | (0.9) | 3.9 |
Actual return less than that recognised in net interest | (57.7) | (26.8) | (84.5) | (28.0) | (13.1) | (41.1) |
Actuarial gains/(losses) due to changes in financial assumptions | 36.2 | 23.7 | 59.9 | (14.9) | (10.2) | (25.1) |
Actuarial (losses)/gains from demographic assumptions | (5.9) | (3.1) | (9.0) | 17.2 | 8.9 | 26.1 |
| Actuarial (losses)/gains due | ||||||
to liability experience | (3.9) | (5.0) | (8.9) | 0.3 | 3.3 | 3.6 |
Total amount recognised in other comprehensive loss | (31.3) | (11.2) | (42.5) | (25.4) | (11.1) | (36.5) |
Contributions by the employer | – | 7.0 | 7.0 | – | 8.6 | 8.6 |
Closing net surplus/(deficit) | 68.7 | (21.5) | 47.2 | 96.9 | (16.4) | 80.5 |
| Changes in the fair value | ||||||
| of scheme assets | ||||||
Fair value at 1 July | 825.2 | 393.4 | 1,218.6 | 850.9 | 396.8 | 1,247.7 |
Annuity policies included | – | 1.4 | 1.4 | – | – | – |
Interest income on scheme assets | 41.3 | 19.9 | 61.2 | 44.0 | 20.7 | 64.7 |
| Remeasurement losses | ||||||
on scheme assets | (57.7) | (26.8) | (84.5) | (28.0) | (13.1) | (41.1) |
Contributions by the employer | – | 7.0 | 7.0 | – | 8.6 | 8.6 |
Net benefits paid out | (44.0) | (22.5) | (66.5) | (40.3) | (19.3) | (59.6) |
Administration expenses | (1.8) | (0.2) | (2.0) | (1.4) | (0.3) | (1.7) |
Fair value at 30 June | 763.0 | 372.2 | 1,135.2 | 825.2 | 393.4 | 1,218.6 |
2025 | 2024 | |||||
| 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 | (728.3) | (409.8) | (1,138.1) | (733.4) | (409.8) | (1,143.2) |
Annuity policies included | – | (1.4) | (1.4) | – | – | – |
Current service cost | – | (0.1) | (0.1) | – | (0.1) | (0.1) |
Interest expense on scheme liabilities | (36.4) | (20.5) | (56.9) | (37.8) | (21.2) | (59.0) |
| Actuarial gains/(losses) | ||||||
due to changes in financial assumptions | 36.2 | 23.7 | 59.9 | (14.9) | (10.2) | (25.1) |
| Actuarial (losses)/gains | ||||||
due to changes in demographic assumptions | (5.9) | (3.1) | (9.0) | 17.2 | 8.9 | 26.1 |
| Actuarial (losses)/gains due | ||||||
to liability experience | (3.9) | (5.0) | (8.9) | 0.3 | 3.3 | 3.6 |
Net benefits paid out | 44.0 | 22.5 | 66.5 | 40.3 | 19.3 | 59.6 |
Present value at 30 June | (694.3) | (393.7) | (1,088.0) | (728.3) | (409.8) | (1,138.1) |
Amounts included in the balance sheet | ||||||
Fair value of scheme assets | 763.0 | 372.2 | 1,135.2 | 825.2 | 393.4 | 1,218.6 |
| Net present value of the defined | ||||||
benefit obligation | (694.3) | (393.7) | (1,088.0) | (728.3) | (409.8) | (1,138.1) |
Net surplus/(deficit) | 68.7 | (21.5) | 47.2 | 96.9 | (16.4) | 80.5 |
| Related deferred tax | ||||||
(liability)/asset | (17.2) | 5.4 | (11.8) | (24.0) | 4.0 | (20.0) |
Net pension asset/(liability) | 51.5 | (16.1) | 35.4 | 72.9 | (12.4) | 60.5 |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
9 Retirement benefit obligations continued
IAS 19 ‘Employee Benefits’ disclosures continued
2025 | 2024 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Retirement benefit assets | 68.7 | 5.4 | 74.1 | 96.9 | 8.1 | 105.0 |
Retirement benefit obligation | – | (26.9) | (26.9) | – | (24.5) | (24.5) |
Net surplus/(deficit) | 68.7 | (21.5) | 47.2 | 96.9 | (16.4) | 80.5 |
2025 | 2024 | |||||
| Kier | Acquired | Kier | Acquired | |||
| Group | schemes | Total | Group | schemes | Total | |
| £m | £m | £m | £m | £m | £m | |
Equities | 204.7 | 130.6 | 335.3 | 210.0 | 127.7 | 337.7 |
Corporate bonds | 123.9 | 10.3 | 134.2 | 91.0 | 10.0 | 101.0 |
Government bonds | 153.3 | 62.4 | 215.7 | 186.5 | 60.5 | 247.0 |
Index-linked bonds | 194.9 | 101.5 | 296.4 | 196.9 | 108.8 | 305.7 |
Fixed income aggregate funds | 61.1 | 52.6 | 113.7 | 84.5 | 48.8 | 133.3 |
Cash | 32.0 | 9.5 | 41.5 | 41.0 | 17.6 | 58.6 |
Property | – | 3.7 | 3.7 | 14.2 | 6.2 | 20.4 |
Absolute return | – | 4.8 | 4.8 | – | 0.1 | 0.1 |
Annuity policies | – | 1.9 | 1.9 | – | 0.5 | 0.5 |
Multi-asset | – | – | – | – | 14.1 | 14.1 |
Derivatives | (6.9) | (5.1) | (12.0) | 1.1 | (0.9) | 0.2 |
Total market value of assets | 763.0 | 372.2 | 1,135.2 | 825.2 | 393.4 | 1,218.6 |
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| £m | £m | £m | £m | £m | |
Fair value of scheme assets | 1,135.2 | 1,218.6 | 1,247.7 | 1,557.0 | 1,909.9 |
| Net present value of the defined | |||||
benefit obligation | (1,088.0) | (1,138.1) | (1,143.2) | (1,362.3) | (1,863.7) |
Net surplus | 47.2 | 80.5 | 104.5 | 194.7 | 46.2 |
Related deferred tax liability | (11.8) | (20.0) | (26.1) | (49.3) | (12.6) |
Net pension asset | 35.4 | 60.5 | 78.4 | 145.4 | 33.6 |
Difference between expected and actual return on scheme assets | (84.5) | (41.1) | (315.4) | (339.9) | (26.6) |
Experience (losses)/gains on scheme liabilities | (8.9) | 3.6 | (51.4) | (10.4) | 19.2 |
Kier Group plc Annual Report and Accounts 2025 153
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
9 Retirement benefit obligations continued
Risk exposure continued
2025 | 2024 | |||
| +0.25%/+1 year | -0.25%/-1 year | +0.25%/+1 year | -0.25%/-1 year | |
| £m | £m | £m | £m | |
Discount rate (+/-0.25%) | 28.6 | (29.8) | 32.5 | (34.0) |
Inflation rate (+/-0.25%) | (16.6) | 18.3 | (19.2) | 18.0 |
Life expectancy (+/-1 year) | (28.7) | 28.6 | (33.2) | 33.3 |
10 Taxation
Taxation in respect of continuing operations is analysed below.
(a) Recognised in the income statement
| 2025 | 2024 | |
| £m | £m | |
| Current tax | ||
UK corporation tax | 12.5 | 12.5 |
Adjustments in respect of prior years | – | (0.3) |
Total current tax charge | 12.5 | 12.2 |
| Deferred tax | ||
Origination and reversal of temporary differences | 10.9 | 8.0 |
Adjustments in respect of prior years | (1.7) | (3.4) |
Total deferred tax | 9.2 | 4.6 |
Total tax charge in the income statement | 21.7 | 16.8 |
| Reconciliation of effective tax rate | ||
Profit before tax | 78.1 | 68.1 |
Losses from joint venture companies | – | 1.6 |
Profit before tax excluding income from joint ventures | 78.1 | 69.7 |
Income tax at UK corporation tax rate of 25% (2024: 25%) | 19.5 | 17.4 |
Non-deductible expenses | 5.0 | 3.4 |
Income not taxable | (1.3) | (3.1) |
Impact of Group relief and consortium relief | – | 1.7 |
Share-based payment | 0.2 | 0.8 |
Deferred tax not recognised | – | 0.3 |
Adjustments in respect of prior years | (1.7) | (3.7) |
Total tax | 21.7 | 16.8 |
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.
The Group tax charge excluding joint venture companies of £21.7m (2024: £16.8m) shown
in the table equates to an effective tax rate of 27.8% (2024: 24.1%) on profit before tax
excluding joint venture companies and including joint venture LLPs of £78.1m (2024:
£69.7m). This effective rate is different from the standard rate of corporation tax of 25%
(2024: 25%) due to items shown in the table.
Kier Group plc Annual Report and Accounts 2025154
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
10 Taxation continued
(a) Recognised in the income statement continued
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.
In accordance with UK tax legislation, capital gains arising on disposal of certain
investments, including some of the joint ventures disposed of during the year,
are not subject to tax.
Tax relief on expenses not recognised in the income statement includes the impact of
the tax deduction received in respect of the cost of shares exercised under the Group’s
employee Save As You Earn scheme and Long-Term Incentive Plan.
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 £5.2m (2024: £1.7m) has been recognised in respect of uncertain tax positions.
The net credit of £1.7m (2024: £3.7m) in respect of prior years’ results arise from
differences between the estimates of taxation included in the previous years’ financial
statements and the actual tax liabilities calculated in the tax returns submitted to HMRC.
The Group is within scope of the OECD Pillar Two rules. Pillar Two legislation has been
enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective for
accounting periods that began on or after 31 December 2023. Under the legislation, the
Group is liable to pay a top-up tax in the UK for the difference between the GloBE effective
tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are
payable locally where qualifying domestic minimum top-up taxes have been legislated
and are in effect.
The Group has assessed its potential exposure to the Pillar Two rules for the year ended
30 June 2025, using profits and tax expense information determined as part of the
preparation of the Group’s financial statements, and as a result has not accrued any tax
charges under the Pillar Two rules. This is on the basis that transitional safe harbours will
apply in each material jurisdiction. The Group continues to assess the potential impact of
new Pillar Two guidance and legislation as it is released, such as the substantive enactment
of Pillar Two rules in Guernsey. The Guernsey rules will be effective for accounting periods
starting on or after 1 January 2025, but are not expected to change the impact of Pillar Two
on the Group.
The Group has applied the temporary exemption from recognising and disclosing
information about deferred tax assets and liabilities, as provided in the amendments
to IAS 12 in 2023.
(b) Recognised in the cash flow statement
The cash flow statement shows cash of £29.0m, in respect of RDEC credits, was received
during the year (2024: £7.8m) (see note 21), and made tax payments on account of
£1.8m (2024: £2.9m).
(c) Recognised in the statement of comprehensive income
| 2025 | 2024 | |
| £m | £m | |
| Deferred tax credit (including effect of change in tax rate) | ||
Fair value movements on cash flow hedging instruments | – | (0.9) |
Actuarial losses on defined benefit pension schemes | (8.9) | (7.1) |
Total deferred tax credit | (8.9) | (8.0) |
Corporation tax credit in respect of pension contributions paid | (1.8) | (2.0) |
Total tax credit in the statement of comprehensive income | (10.7) | (10.0) |
(d) Factors that may affect future tax charges
The deferred tax balance as at the year end has mainly been recognised at 25.0%
(2024: 25.0%), 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 £564.6m (2024: £591.5m)
available for offset against future profits. A deferred tax asset has been recognised on
£400.6m (2024: £427.0m) 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 £41.0m was included
in operating profit during the year (2024: £28.3m). Included in other receivables at
30 June 2025 were RDEC receivables of £31.8m (2024: £30.0m). This predominantly
represents in year claims, with the FY24 balance received during the year.
Kier Group plc Annual Report and Accounts 2025 155
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
11 Dividends
The following dividends were recognised in the year:
2025 | 2024 | |||
| pence | pence | |||
| £m | per share | £m | per share | |
Prior year final | 15.2 | 3.5 | – | – |
Current year interim | 8.9 | 2.0 | 7.3 | 1.7 |
Total dividend recognised in year | 24.1 | 5.5 | 7.3 | 1.7 |
The following dividends were declared in respect of the year:
2025 | 2024 | |||
| pence | pence | |||
| £m | per share | £m | per share | |
Interim | 8.9 | 2.0 | 7.3 | 1.7 |
Final | 22.7 | 5.2 | 15.1 | 3.5 |
Total dividend relating to the year | 31.6 | 7.2 | 22.4 | 5.2 |
The proposed final dividend for the year ending 30 June 2025 of 5. 2 p per share (2024: 3 .5 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 £22.7m will
be paid on 3 December 2025 to shareholders on the register at the close of business on
31 October 2025.
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
2025 | 2024 | |||
| Basic | Diluted | Basic | Diluted | |
| £m | £m | £m | £m | |
| Continuing operations | ||||
Profit for the year | 56.4 | 56.4 | 51.3 | 51.3 |
Less: non-controlling interest share | – | – | (0.3) | (0.3) |
Profit after tax and minority interests | 56.4 | 56.4 | 51.0 | 51.0 |
Adjusting items (excluding tax) | 47.3 | 47.3 | 50.0 | 50.0 |
Tax impact of adjusting items | (8.5) | (8.5) | (11.6) | (11.6) |
Adjusted profit after tax from continuing operations | 95.2 | 95.2 | 89.4 | 89.4 |
| Discontinued operations | ||||
| Adjusting items from discontinued operations | ||||
(net of tax) | – | – | (8.3) | (8.3) |
Weighted average number of shares (no, m) | 441.5 | 466.1 | 433.5 | 451.7 |
| Basic earnings (p) | ||||
Attributable to the ordinary equity holders of the Company from continuing operations | 12.8 | 12.1 | 11.8 | 11.3 |
Attributable to the ordinary equity holders of the Company from discontinued operations | – | – | (1.9) | (1.8) |
Total basic earnings per share attributable to the ordinary equity holders of the Company | 12.8 | 12.1 | 9.9 | 9.5 |
| Adjusted basic earnings (p) | ||||
Adjusted basic earnings per share attributable to the ordinary equity holders of the Company | 21.6 | 20.4 | 20.6 | 19.8 |
The weighted average number of shares is lower than the number of shares in issue
by 11.4m (2024: 18.6m) 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.
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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 2023 | 538.8 | 235.7 | 125.7 | 900.2 |
Additions | – | – | 9.5 | 9.5 |
Arising on acquisition | 6.8 | 7.5 | – | 14.3 |
Disposals | – | – | (0.1) | (0.1) |
At 30 June 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 |
| Accumulated amortisation | ||||
| and impairment | ||||
At 1 July 2023 | (2.1) | (170.9) | (82.2) | (255.2) |
Charge for the year | – | (23.2) | (7.4) | (30.6) |
Disposals | – | – | 0.1 | 0.1 |
At 30 June 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) |
| Net book value | ||||
At 30 June 2025 | 543.5 | 27.5 | 37.4 | 608.4 |
At 30 June 2024 | 543.5 | 49.1 | 45.6 | 638.2 |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
13 Intangible assets continued
Carrying amounts of goodwill and intangible contract rights by CGU continued
2025 | 2024 | |||||
| Intangible | Intangible | |||||
| contract | contract | |||||
| Goodwill | rights | Total | Goodwill | rights | Total | |
| £m | £m | £m | £m | £m | £m | |
Infrastructure Services | 523.1 | 26.4 | 549.5 | 523.1 | 48.0 | 571.1 |
Construction | 20.4 | 1.1 | 21.5 | 20.4 | 1.1 | 21.5 |
543.5 | 27.5 | 571.0 | 543.5 | 49.1 | 592.6 |
| Land and | Plant and | ||
| buildings | equipment | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 July 2023 | 23.9 | 44.6 | 68.5 |
Additions | 0.1 | 7.0 | 7.1 |
Disposals | (0.5) | (12.2) | (12.7) |
At 30 June 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 |
| Accumulated depreciation and impairment | |||
At 1 July 2023 | (7.4) | (31.3) | (38.7) |
Charge for the year | (1.7) | (6.6) | (8.3) |
Disposals | 0.1 | 11.7 | 11.8 |
At 30 June 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) |
| Net book value | |||
At 30 June 2025 | 12.8 | 15.2 | 28.0 |
At 30 June 2024 | 14.5 | 13.2 | 27.7 |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| Owned | Right-of-use | ||
| assets | assets | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 July 2023 | 52.9 | 45.5 | 98.4 |
Fair value gain/(loss) | 8.2 | (1.7) | 6.5 |
At 30 June 2024 | 61.1 | 43.8 | 104.9 |
Transfers | 3.6 | (15.5) | (11.9) |
Fair value gain/(loss) | 8.3 | (0.7) | 7.6 |
At 30 June 2025 | 73.0 | 27.6 | 100.6 |
| 2025 | 2024 | |
| £m | £m | |
Rental income from operating leases | 5.7 | 6.0 |
| Direct operating expenses for property that generated | ||
rental income | (2.5) | (3.9) |
Fair value gain | 7.6 | 6.5 |
Total net income recognised in the income statement | 10.8 | 8.6 |
| 2025 | 2024 | |
| £m | £m | |
Less than one year | 2.7 | 2.3 |
One to two years | 1.8 | 2.1 |
Two to three years | 1.6 | 1.3 |
Three to four years | 0.5 | 1.1 |
Four to five years | 0.5 | – |
Over five years | 3.0 | – |
Total | 10.1 | 6.8 |
Kier Group plc Annual Report and Accounts 2025 159
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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 | The estimated fair value would increase/(decrease) if: | |||||
| have been determined by | last valuations were carried out as at 30 June 2024. The | • | expected market rental growth was higher/(lower); | |||||
| adopting an investment approach | following inputs have been used in assessing the valuations: | |||||||
| and assuming continued use as | Offices | • | the occupancy rate was higher/(lower); | |||||
| offices/student accommodation/ | • | rent per | sq ft | of £75 (2024: £57); | and | • | rent per sq ft was higher/(lower); | |
| future use as a wind farm. | • | expected market yields of 8.5% (2024: 9%). | • | rent-free periods were shorter/(longer); | ||||
| Student accommodation | • | expected market yields were lower/(higher); or | ||||||
• | expected electricity price was higher/(lower). | |||||||
• | expected market rental growth of 3% (2024: 11%); | |||||||
• | occupancy rate average of 98% (2024: 98%); and | |||||||
• | expected market yields of 5.25% (2024: 5.5%). | |||||||
| Wind farm | ||||||||
• | expected electricity price of £62 per MWh (2024: £62 | |||||||
| per MWh); and | ||||||||
• | expected market yields of 8% (2024: 7%). | |||||||
| In years where no valuation is performed, the fair value is | ||||||||
| reviewed taking into consideration any changes in | ||||||||
| market conditions and any offers received on the | ||||||||
| property and adjustments made accordingly. | ||||||||
| Right-of-use | Income approach using | • | expected market rental growth of 1% to 2% | The estimated fair value would increase/(decrease) if: | ||||
| assets | discounted cash flows: The | (2024: 1% to 2%); | • | expected market rental growth was higher/(lower); | ||||
| valuation model considers the | • | occupancy rate average of 99% | ||||||
| present value of net cash flows | (2024: average of 92% to 99%); | • | the occupancy rate was higher/(lower); | |||||
| to be generated from the | • | rent-free/void periods of six to nine months at the end | • | rent-free/void periods were shorter/(longer); or | ||||
| property, taking into account the | of each tenancy (2024: six to nine months); and | • | the risk-adjusted discount rate was lower/(higher). | |||||
| expected rental growth rate, void | ||||||||
| periods, occupancy rate, lease | • | risk-adjusted discount rate of 4.2% (2024: 4.2%). | ||||||
| incentive costs such as rent-free | ||||||||
| periods and other costs not paid | ||||||||
| by tenants. The expected net | ||||||||
| cash flows are discounted using | ||||||||
| risk-adjusted discount rates. | ||||||||
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| 2025 | 2024 | |
| £m | £m | |
| Investments in joint ventures | ||
At 1 July | 91.7 | 78.6 |
Additions | 76.4 | 23.8 |
Disposals | (7.0) | – |
Loan repayments and return of equity | (9.9) | (5.6) |
| Share of: | ||
– Operating loss | (0.4) | (0.7) |
– Finance costs | (0.9) | (0.5) |
– Tax (expense)/income | (0.2) | 2.8 |
Post-tax results of joint ventures | (1.5) | 1.6 |
Dividends received | (3.9) | (6.7) |
At 30 June | 145.8 | 91.7 |
| % of ownership | % of ownership | Carrying | Carrying | |
| interest/ | interest/ | amount | amount | |
| voting rights | voting rights | 2025 | 2024 | |
| Name of entity | 2025 | 2024 | £m | £m |
Kier Cornwall Street | 90%/50% | 90%/50% | 32.9 | 32.1 |
Solum Regeneration | 50%/50% | 50%/50% | 25.0 | 25.0 |
Southwark | 90%/50% | – | 23.3 | – |
Immaterial joint ventures | 64.6 | 34.6 | ||
145.8 | 91.7 |
2025 | 2024 | |||||
| Borrowing | Drawn | Borrowing | Drawn | |||
| facility | Guarantees | at 30 June | facility | Guarantees | at 30 June | |
| £m | £m | £m | £m | £m | £m | |
Kier Trade City | 35.4 | 9.0 | 17.1 | 12.0 | 2.7 | 9.0 |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
16 Investments in and loans to joint ventures continued
Kier Cornwall Street | Solum Regeneration | Southwark | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Summarised balance sheet | £m | £m | £m | £m | £m | £m |
Non-current assets | – | – | – | – | 4.9 | – |
| Current assets | ||||||
Cash and cash equivalents | 0.2 | 0.2 | 0.4 | 1.0 | 0.3 | – |
Other current assets | 68.2 | 56.1 | 53.9 | 53.1 | 45.9 | – |
Total current assets | 68.4 | 56.3 | 54.3 | 54.1 | 46.2 | – |
| Current liabilities | ||||||
Other current liabilities | (0.5) | (2.0) | (4.3) | (4.0) | (15.9) | – |
Total current liabilities | (0.5) | (2.0) | (4.3) | (4.0) | (15.9) | – |
| Non-current liabilities | ||||||
Financial liabilities (excluding trade payables) | (34.3) | (21.7) | – | – | (6.7) | – |
Total non-current liabilities | (34.3) | (21.7) | – | – | (6.7) | – |
Net assets | 33.6 | 32.6 | 50.0 | 50.1 | 28.5 | – |
Group’s share (%) | 90% | 90% | 50% | 50% | 90% | – |
Group’s share | 30.2 | 29.4 | 25.0 | 25.0 | 25.7 | – |
Capital introduced on behalf of joint venture partner | 2.7 | 2.7 | – | – | – | – |
Elimination of unrealised profit on downstream transactions | – | – | – | – | (2.4) | – |
Investment in joint venture | 32.9 | 32.1 | 25.0 | 25.0 | 23.3 | – |
Kier Cornwall Street | Solum Regeneration | Southwark | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Summarised income statement | £m | £m | £m | £m | £m | £m |
Revenue | – | – | 0.1 | – | – | – |
Finance costs | (0.9) | (0.5) | – | – | – | – |
Taxation | – | – | – | – | – | – |
Profit/(loss) for the year from continuing operations | 0.9 | 1.4 | (1.8) | (2.1) | – | – |
Profit/(loss) for the year | 0.9 | 1.4 | (1.8) | (2.1) | – | – |
Total comprehensive income/(expense) | 0.9 | 1.4 | (1.8) | (2.1) | – | – |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
16 Investments in and loans to joint ventures continued
| 2025 | 2024 | |
| £m | £m | |
Aggregate carrying amount of individually immaterial joint ventures | 64.6 | 34.6 |
Dividends received from individually immaterial joint ventures | 3.9 | 6.7 |
| Aggregate amounts of the Group’s share of: | ||
(Loss)/profit from continuing operations | (1.4) | 1.4 |
Total comprehensive (expense)/income | (1.4) | 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 2023 | (15.9) | 24.1 | 40.5 | (26.1) | 106.2 | 128.8 |
| Credited/(charged) to income | ||||||
statement – continuing | 4.8 | (8.1) | (0.9) | (1.0) | 0.6 | (4.6) |
Credited directly to comprehensive income | – | – | 0.9 | 7.1 | – | 8.0 |
Credited directly to equity | – | – | 0.9 | – | – | 0.9 |
At 30 June 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 |
Assets | Liabilities | Total | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | £m | £m | |
Property, plant and equipment | 10.3 | 16.0 | – | – | 10.3 | 16.0 |
Intangible assets | – | – | (6.3) | (11.1) | (6.3) | (11.1) |
| Retirement benefit | ||||||
obligations | – | – | (11.8) | (20.0) | (11.8) | (20.0) |
| Other short-term | ||||||
timing differences | 44.3 | 41.4 | – | – | 44.3 | 41.4 |
Tax losses | 100.2 | 106.8 | – | – | 100.2 | 106.8 |
Total | 154.8 | 164.2 | (18.1) | (31.1) | 136.7 | 133.1 |
Set-off tax | (18.1) | (31.1) | 18.1 | 31.1 | – | – |
| Net deferred | ||||||
tax assets | 136.7 | 133.1 | – | – | 136.7 | 133.1 |
Kier Group plc Annual Report and Accounts 2025 163
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| 2025 | 2024 | |
| £m | £m | |
At 1 July | 304.5 | 358.2 |
Transferred to receivables | (276.9) | (329.4) |
| 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 | 1.2 | (3.3) |
| Balance remaining in relation to contract assets at the start | ||
of the year | 28.8 | 25.5 |
Increase related to services provided in the year | 288.2 | 279.0 |
At 30 June | 317.0 | 304.5 |
| 2025 | 2024 | |
| £m | £m | |
At 1 July | 53.6 | 43.7 |
Increase related to services provided in the year | 3.4 | 9.9 |
At 30 June | 57.0 | 53.6 |
| 2025 | 2024 | |
| £m | £m | |
At 1 July | (128.4) | (90.5) |
| Revenue recognised in the year that was included in contract | ||
liabilities at the beginning of the year | 123.5 | 80.8 |
Contract liabilities repaid | 0.9 | 2.4 |
| Balance remaining in relation to contract liabilities at the start | ||
of the year | (4.0) | (7.3) |
| Increase due to cash received or invoices raised in the year | ||
for performance obligations not recognised in revenue | (164.0) | (121.1) |
At 30 June | (168.0) | (128.4) |
| 2025 | 2024 | |
| £m | £m | |
| Current: | ||
Trade receivables | 50.5 | 70.7 |
Construction contract retentions | 56.6 | 59.8 |
Amounts receivable from joint ventures | 11.4 | 5.1 |
Other receivables | 42.8 | 65.1 |
Prepayments | 34.8 | 29.4 |
Accrued income | 6.7 | 7.2 |
202.8 | 237.3 | |
| Non-current: | ||
Construction contract retentions | 24.5 | 20.6 |
Capitalised mobilisation costs | 3.3 | 5.0 |
Other | 2.2 | 2.9 |
30.0 | 28.5 |
20 Inventories
| 2025 | 2024 | |
| £m | £m | |
Raw materials and consumables | 16.8 | 12.8 |
Land and work in progress held for development | 48.8 | 61.2 |
65.6 | 74.0 |
As at 30 June 2025, there were £1.9m of provisions held against inventory relating to land
and work in progress for development (2024: £5.5m).
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
21 Net cash
| 2025 | 2024 | |
| £m | £m | |
Cash and cash equivalents | 1,689.4 | 1,563.1 |
Bank overdrafts | (1,221.4) | (1,101.4) |
Net cash, cash equivalents and bank overdrafts | 468.0 | 461.7 |
Borrowings due within one year | – | (58.8) |
Borrowings due after one year | (263.9) | (242.0) |
Impact of cross-currency hedging | – | 6.3 |
Net cash 1 | 204.1 | 167.2 |
1. 'Net cash’ is an alternative performance measure, see page 189.
Average month-end net debt was £49.2m (2024: £116.1m). Net cash 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 £111.2m (2024: £90.9m) 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 £92.2m (2024: £90.7m) 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
2025 | 2024 | |||
| Trade and | Trade and | |||
| other | other | |||
| Inventories | receivables | Inventories | receivables 1 | |
| £m | £m | £m | £m | |
1 July balance sheet | 74.0 | 265.8 | 72.9 | 214.0 |
30 June balance sheet | 65.6 | 232.8 | 74.0 | 265.8 |
Movement per balance sheet | (8.4) | (33.0) | 1.1 | 51.8 |
Transfer of RDEC receivable from corporation tax asset | – | – | – | (27.3) |
RDEC income | – | 41.0 | – | 28.3 |
Net RDEC receipts | – | (29.0) | – | – |
Rents receivable on sub-lease | – | – | – | (2.9) |
| Movements in capitalised | ||||
mobilisation costs | – | 1.6 | – | 1.3 |
Arising on acquisition | – | – | – | (2.6) |
Non-cash movements arising from acquisition and disposal of property | 6.4 | – | – | – |
Other | – | (0.2) | – | – |
Movement per cash flow statement | (2.0) | (19.6) | 1.1 | 48.6 |
2025 | 2024 | |||
| Trade and | Trade and | |||
| other payables | Provisions | other payables | Provisions | |
| £m | £m | £m | £m | |
1 July balance sheet | (1,138.2) | (77.2) | (1,111.9) | (63.2) |
30 June balance sheet | (1,124.8) | (79.2) | (1,138.2) | (77.2) |
Movement per balance sheet | 13.4 | (2.0) | (26.3) | (14.0) |
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 | – | – | – |
Net RDEC receipts | – | – | (7.8) | – |
Bond interest accrued | – | – | 8.4 | – |
Arising on acquisition | – | – | 1.6 | 5.9 |
Discount unwind | 0.1 | – | 0.4 | – |
| Movement per cash | ||||
flow statement | 20.5 | (2.0) | (23.7) | (8.1) |
1. In the comparative information, £28.3m of research and development credit cash flows that were previously
disclosed within operating cash flows before movements in working capital have been re-presented as part
of movements in receivables in cash flow from operating activities.
Kier Group plc Annual Report and Accounts 2025 165
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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 2023 | 376.9 | – | (319.1) | 6.3 | 64.1 |
Cash flows | 84.9 | – | 19.9 | – | 104.8 |
Amortisation of capitalised loan fees | – | – | (1.2) | – | (1.2) |
| Foreign exchange | |||||
movements | (0.1) | – | (0.4) | – | (0.5) |
Transfers | – | (58.8) | 58.8 | – | – |
| Net cash/(borrowings) | |||||
as at 30 June 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 |
| Hedging | |||
| Borrowings | derivatives | Lease liabilities | |
| £m | £m | £m | |
(Liabilities)/assets as at 1 July 2023 | (319.1) | 10.7 | (182.6) |
| Changes from financing cash flows: | |||
– Drawdown of borrowings | (247.5) | – | – |
| – Repayment of borrowings/principal elements | |||
of lease payments | 267.4 | – | 40.6 |
| Non-cash movements: | |||
– Net lease additions | – | – | (31.1) |
– Amortisation of capitalised loan fees | (1.2) | – | – |
– Foreign exchange movements | (0.4) | – | – |
– Changes in fair values of derivatives | – | (3.6) | – |
(Liabilities)/assets as at 30 June 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) |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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 40 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 £138.2m (2024: £115.5m). The assets leased under short-term leases are
predominantly small items of plant and equipment and therefore 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 2023 | 42.7 | 19.5 | 43.2 | 105.4 |
Additions | 5.0 | 14.1 | 27.7 | 46.8 |
Depreciation | (7.5) | (8.9) | (22.6) | (39.0) |
Disposals | (4.7) | (0.2) | (13.3) | (18.2) |
At 30 June 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 |
(c) Lease liabilities
| 2025 | 2024 | |
| £m | £m | |
Current | 40.8 | 42.2 |
Non-current | 110.3 | 130.9 |
151.1 | 173.1 |
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
| 2025 | 2024 | |
| £m | £m | |
Principal elements of lease payments 1 | 47.5 | 40.6 |
Interest paid 1 | 9.1 | 9.5 |
Payments for short-term leases and leases of low-value assets 2 | 138.2 | 115.5 |
Total cash outflow for leases | 194.8 | 165.6 |
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.
| 2025 | 2024 | |
| £m | £m | |
| Current: | ||
Trade payables | 311.0 | 328.4 |
Accruals | 580.7 | 580.2 |
Subcontract retentions | 37.1 | 30.8 |
Other taxation and social security | 168.1 | 152.1 |
Other payables and deferred income | 8.8 | 18.3 |
1,105.7 | 1,109.8 | |
| Non-current: | ||
Trade payables | – | 3.9 |
Subcontract retentions | 19.1 | 24.5 |
19.1 | 28.4 |
Kier Group plc Annual Report and Accounts 2025 167
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
24 Provisions
| Warranty, | |||||
| rectification | |||||
| and other | |||||
| Onerous | contractual | ||||
| Self-insurance | contracts | obligations | Other | Total | |
| £m | £m | £m | £m | £m | |
At 1 July 2023 | 27.4 | 9.1 | 25.3 | 1.4 | 63.2 |
(Credited)/charged to income statement | (0.1) | 0.7 | 34.9 | 0.3 | 35.8 |
Arising on acquisition | – | – | 5.9 | – | 5.9 |
Utilised | (4.8) | (7.1) | (21.1) | (0.4) | (33.4) |
Unwinding of discount | – | 0.2 | – | – | 0.2 |
Transfer from creditors | 0.2 | – | 5.3 | – | 5.5 |
At 30 June 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 |
| Expected utilisation | |||||
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 |
Within one year | 4.0 | 0.3 | 49.7 | 1.3 | 55.3 |
After one year | 18.7 | 2.6 | 0.6 | – | 21.9 |
At 30 June 2024 | 22.7 | 2.9 | 50.3 | 1.3 | 77.2 |
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 2025
were as follows:
| Sharesave | Sharesave | Sharesave | |||
| Schemes | Scheme | Scheme | Sharesave | ||
| Feb & Oct | 2 November | 31 October | Scheme | ||
| 2021 | 2022 | 2023 | 2024 | Total | |
| Number of options | |||||
Directors | – | 9,818 | 6,182 | 7,518 | 23,518 |
Employees | 7,124 | 7,021,206 | 5,840,122 | 6,641,164 | 19,509,616 |
7,124 | 7,031,024 | 5,846,304 | 6,648,682 | 19,533,134 | |
Exercise price (pence) | 56.5/96.0 | 55.0 | 90.0 | 111.0 |
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 are 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.
6,968,114 options were granted in the year (2024: 6,841,037) under the Sharesave Scheme,
which will all be equity settled.
5,502,245 Sharesave Scheme options were exercised during the year (2024: 5,819,317).
The weighted average market price of Kier Group plc shares at the date of exercise
of Sharesave Scheme options during the year was 146.4p (2024: 129.5p).
Kier Group plc Annual Report and Accounts 2025168
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
25 Share-based payments continued
Long-Term Incentive Plan
The number of awards over the Company’s Ordinary Shares outstanding at 30 June 2025
were as follows:
| LTIP | LTIP | LTIP | ||
| award | award | award | ||
| FY23 | FY24 | FY25 | Total | |
| Number of awards | ||||
Directors | 4,248,724 | 2,851,453 | 2,186,601 | 9,286,778 |
Employees | 7,546,972 | 5,746,305 | 4,555,979 | 17,849,256 |
11,795,696 | 8,597,758 | 6,742,580 | 27,136,034 | |
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. Awards under the LTIP are all equity settled.
The awards made to Directors are subject to a two-year post-vesting holding period
and malus and clawback provisions.
6,910,466 new options were granted under the LTIP scheme in the year (2024: 9,322,979)
and 6,828,573 shares vested during the year (2024: 8,695,601). The weighted average
market price of Kier Group plc shares at the date of exercise of LTIP options during the
year was 143.2p (2024: 105.0p).
Further description of the above share schemes and the terms and conditions of
each scheme are included in the Directors’ Remuneration report on pages 92–115.
Shares held in trusts
The LTIP awards, which are taken as shares, 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 trusts 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 trusts are
as follows:
2025 | 2024 | |||
| Historic | Historic | |||
| Number | cost value | Number | cost value | |
| of shares | £m | of shares | £m | |
At 1 July | 11,804,281 | 9.0 | 16,952,961 | 11.2 |
Acquired during the year | 10,366,433 | 14.8 | 3,990,154 | 4.2 |
| Issued in satisfaction of share | ||||
scheme awards | (11,849,888) | (9.3) | (8,695,601) | (6.1) |
| Issued in satisfaction of deferred | ||||
bonus schemes | (376,304) | (0.2) | (443,233) | (0.3) |
At 30 June | 9,944,522 | 14.3 | 11,804,281 | 9.0 |
The market value of these shares at 30 June 2025 was £20.8m (2024: £15.6m).
The shares acquired by the trusts in the year at a cost of £14.8m (2024: £4.2m), net of cash
received by the trusts in respect of the deferred bonus schemes of £0.5m (2024: £0.5m)
and Sharesave option price proceeds of £4.6m (2024: £nil) is reflected in the statement
of changes in equity as a net cost of purchase of own shares of £9.7m (2024 £3.7m).
Kier Group plc Annual Report and Accounts 2025 169
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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:
2025 | 2024 | ||||||
| Scheme | Sharesave | LTIP | LTIP (Directors) | Sharesave | LTIP | LTIP (Directors) | LTIP |
| 29 October | 11 October | 11 October | 31 October | 17 November | 17 November | 8 March | |
| Date of grant | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | 2024 |
Share price at grant (pence) | 145.0 | 137.0 | 137.0 | 100.8 | 107.8 | 107.8 | 142.6 |
Exercise price (pence) | 111.0 | nil | nil | 90.0 | nil | nil | nil |
Expected term (years) | 3.3 | 3.0 | 3.0 | 3.3 | 3.0 | 3.0 | 2.7 |
Holding period (years) | n/a | n/a | 2.0 | n/a | n/a | 2.0 | n/a |
Expected volatility | 30.5% | 30.8% | 31.0% | 43.7% | 37.9% | 32.9% | 37.9% |
Dividend yield | 3.6% | n/a | n/a | 0.0% | n/a | n/a | n/a |
Risk-free interest rate | 4.08% | 3.97% | 4.08% | 4.50% | 4.23% | 3.97% | 4.23% |
| Value per option (pence): | |||||||
– Sharesave | 43.8 | – | – | 40.7 | – | – | – |
– LTIP market condition (25%) | – | 79.9 | 75.0 | – | 88.8 | 83.0 | 117.5 |
– LTIP non-market condition (75%) | – | 137.0 | 128.7 | – | 107.8 | 100.8 | 142.6 |
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 £8.9m relating to share-based payments has been recognised in the income statement as employee costs (2024: £9.3m). Included in other payables is an amount
of £3.9m (2024: £1.7m) relating to the accrual of employer’s national insurance in respect of share-based payments expected to vest in the future.
Kier Group plc Annual Report and Accounts 2025170
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
25 Share-based payments continued
Summary of movements in the number of options
A reconciliation of option movements is shown below:
2025 | 2024 | |||
| Weighted | Weighted | |||
| Number | average | Number | average | |
| of options | exercise price | of options | exercise price | |
Outstanding at 1 July | 48,210,585 | 31.4p | 57,184,804 | 23.9p |
Granted | 13,878,580 | 55.7p | 16,164,016 | 38.1p |
Lapsed or forfeited | (3,089,179) | 44.4p | (10,623,317) | 13.1p |
Exercised | (12,330,818) | 40.3p | (14,514,918) | 22.8p |
Outstanding at 30 June | 46,669,168 | 35.4p | 48,210,585 | 31.4p |
Exercisable at 30 June | 304,247 | 79.3p | 158,477 | 72.3p |
The options outstanding at 30 June 2025 have a weighted average remaining
contractual life of 1.25 years (2024: 1.43 years).
Kier Group plc Annual Report and Accounts 2025 171
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
27 Financial instruments
2025 | 2024 | |||||
| Financial | Financial | Financial | Financial | |||
| assets at | liabilities at | assets at | liabilities at | |||
| amortised | amortised | amortised | amortised | |||
| cost | cost | Derivatives | cost | cost | Derivatives | |
| £m | £m | £m | £m | £m | £m | |
| Financial assets | ||||||
Trade and other receivables 1 | 194.7 | – | – | 231.5 | – | – |
Cash and cash equivalents | 1,689.4 | – | – | 1,563.1 | – | – |
| Equity loans provided | ||||||
to joint ventures | 144.5 | – | – | 89.4 | – | – |
Other financial assets | – | – | – | – | – | 7.1 |
Total | 2,028.6 | – | – | 1,884.0 | – | 7.1 |
| Financial liabilities | ||||||
Bank overdrafts | – | (1,221.4) | – | – | (1,101.4) | – |
Borrowings | – | (263.9) | – | – | (300.8) | – |
Lease liabilities | – | (151.1) | – | – | (173.1) | – |
Trade and other payables 2 | – | (955.9) | – | – | (984.9) | – |
Total | – | (2,592.3) | – | – | (2,560.2) | – |
Net | 2,028.6 | (2,592.3) | – | 1,884.0 | (2,560.2) | 7.1 |
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.
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
27 Financial instruments continued
Credit risk continued
| 2025 | 2024 | |
| £m | £m | |
Provision as at 1 July | 0.5 | 1.6 |
Credited to the income statement | (0.8) | (0.9) |
Charged to the income statement | 1.4 | 1.2 |
Utilised in the year | (0.6) | (1.4) |
Provision as at 30 June | 0.5 | 0.5 |
| 2025 | 2024 | |
| £m | £m | |
Fixed rate | 250.0 | 293.7 |
Variable rate | 20.1 | 15.1 |
Cost of raising finance | (6.2) | (8.0) |
263.9 | 300.8 |
Kier Group plc Annual Report and Accounts 2025 173
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
27 Financial instruments continued
| 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 |
| Trade and | |||||
| other | Bank | Lease | |||
payables 1 | overdrafts | Borrowings | liabilities | Total | |
| 30 June 2024 | £m | £m | £m | £m | £m |
Carrying value | 984.9 | 1,101.4 | 300.8 | 173.1 | 2,560.2 |
| Contractual undiscounted | |||||
| cash flows | |||||
Less than one year | 956.6 | 1,101.4 | 76.4 | 50.1 | 2,184.5 |
One to two years | 23.2 | – | 22.5 | 30.4 | 76.1 |
Two to three years | 3.2 | – | 22.5 | 20.6 | 46.3 |
Three to four years | 2.3 | – | 22.5 | 14.2 | 39.0 |
Four to five years | – | – | 272.5 | 12.0 | 284.5 |
Over five years | – | – | – | 88.9 | 88.9 |
985.3 | 1,101.4 | 416.4 | 216.2 | 2,719.3 |
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| 2025 | 2024 | |
| £m | £m | |
Total fixed pay as analysed in the Directors’ Remuneration report | 2.6 | 2.1 |
Bonus as analysed in the Directors’ Remuneration report | 1.5 | 1.6 |
Employer’s national insurance contributions | 1.1 | 0.7 |
Share-based payment charge 1 | 2.1 | 1.6 |
Total key management personnel compensation | 7.3 | 6.0 |
| 2025 | 2024 | |
| £m | £m | |
Construction services and materials | 1.1 | 2.4 |
Staff and associated costs | 2.5 | 2.6 |
Management services | 1.4 | 0.9 |
Interest on loans to joint ventures | 0.1 | – |
Plant hire | 0.2 | 0.2 |
5.3 | 6.1 |
| 2025 | 2024 | |
| £m | £m | |
Trading balances due from joint ventures | 7.2 | 0.6 |
Trading balances due to joint ventures | (0.6) | (0.4) |
Kier Group plc Annual Report and Accounts 2025 175
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| Registered | Share | % held | ||
| Company name | office 1 | class(es) held | by Group | |
2020 | Liverpool Limited (dissolved 8 July 2025) | 12 | Ordinary | 100% |
A C Chesters & Son Limited | 1 | Ordinary | 100% | |
Arena Central Developments LLP | 1 | – | 100% | |
Arena Central Management Limited | 1 | A Ordinary | 100% | |
Caribbean Construction Company Limited | 2 | Ordinary | 100% | |
| Caxton Integrated Services Holdings Limited | ||||
(in liquidation) | 12 | Ordinary | 100% | |
Clearbox Limited (formerly Wallis 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 | ||||
(in liquidation) | 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% | |
Kier Asset Partnership Services Limited | 1 | Ordinary | 100% | |
Kier Benefits Limited | 1 | Ordinary | 100% |
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
Kier Build Limited | 1 | Ordinary | 100% |
Kier Business Services Limited | 1 | Ordinary | 100% |
| Kier Caribbean and Industrial Limited | |||
(dissolved 1 July 2025) | 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 9 | 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 9 | 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 Energy Solutions Limited | |||
(dissolved 1 July 2025) | 1 | Ordinary | 100% |
Kier Ewan Limited | 1 | Ordinary | 100% |
Kier Facilities Services Limited | 1 | Ordinary | 100% |
Kier Finance & Treasury Holdings Limited | 1 | Ordinary | 100% |
Kier Finance Limited | 1 | Ordinary | 100% |
Kier Fleet Services Limited | 1 | Ordinary | 100% |
Kier Green Investments Limited | 1 | Ordinary | 100% |
Kier Group Trustees Limited 2 | 1 | Ordinary | 100% |
Kier Harlow Limited (in liquidation) | 12 | Ordinary | 100% |
Kier Holdco 2 Limited (dissolved 1 July 2025) | 1 | Ordinary | 100% |
Kier Holdings Limited | 1 | Ordinary | 100% |
| Irredeemable | |||
preference | 100% | ||
Kier Infrastructure and Overseas Limited | 1 | Ordinary | 100% |
Kier Group plc Annual Report and Accounts 2025176
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
| Kier Infrastructure and Overseas Limited – | |||
| Hong Kong Branch (in liquidation) | |||
| Kier Infrastructure and Overseas Limited – | |||
| Jamaica Branch | |||
| Kier Infrastructure and Overseas Limited – | |||
| Trinidad Branch | |||
Kier Infrastructure Pty Ltd | 8 | Ordinary | 100% |
| Kier Insurance Management Services Limited | |||
(dissolved 1 July 2025) | 1 | 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 | 9 | Ordinary | 100% |
Kier Limited 2 | 1 | Ordinary | 100% |
| Kier Logistics (Knowsley) Ltd (formerly Kier PGIM | |||
Logistics (Knowsley) Ltd) | 1 | Ordinary | 100% |
| Kier Logistics Holdco Ltd | |||
(formerly Kier PGIM 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 Mining Investments Limited (dissolved 1 July 2025) | 1 | Ordinary | 100% |
Kier National Limited | 1 | Ordinary | 100% |
Kier North Tyneside Limited 5 | 1 | B Ordinary | 100% |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
Kier Group plc Annual Report and Accounts 2025 177
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| Registered | Share | % held | |
| Company name | office 1 | class(es) held | by Group |
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% | ||
Parkman Consultants Limited (dissolved 1 July 2025) | 1 | Ordinary | 100% |
Pure Recycling Warwick Limited | 1 | Ordinary A | 100% |
Ordinary B | 100% | ||
T Cartledge Limited (dissolved 1 July 2025) | 1 | Ordinary | 100% |
T H Construction Limited | 1 | Ordinary | 100% |
T J Brent Limited | 1 | Ordinary | 100% |
Ordinary B | 100% | ||
Ordinary C | 100% | ||
Tempsford Insurance Company Limited 2 | 10 | Ordinary | 100% |
| The Impact Partnership (Rochdale Borough) Limited | |||
(in liquidation) | 12 | Ordinary | 80.1% |
Tor2 Limited (in liquidation) | 12 | PSP Shares | 100% |
| 80.01%³ | |||
TradeDirect Logistics Limited | 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% |
Wallis Western Limited (in liquidation) | 12 | 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 |
A C Chesters & Son Limited | 02628570 | 30 June 2025 |
Arena Central Developments LLP | OC305452 | 30 June 2025 |
Dragon Lane Holdings 1 LLP | OC398919 | 30 June 2025 |
Dragon Lane Holdings 2 LLP | OC398920 | 30 June 2025 |
Dragon Lane LLP | OC398924 | 30 June 2025 |
FDT (Holdings) Ltd | 04535855 | 30 June 2025 |
FDT Associates Ltd | 03282705 | 30 June 2025 |
Kier (Catterick) Limited | 07372563 | 30 June 2025 |
Kier (Newcastle) Investment Ltd | 09978111 | 30 June 2025 |
Kier (Newcastle) Operation Limited | 10609470 | 30 June 2025 |
Kier (NR) Limited | 06648175 | 30 June 2025 |
Kier Asset Partnership Services Limited | 06928701 | 30 June 2025 |
Kier Build Limited | 01551959 | 30 June 2025 |
Kier Business Services Limited | 03679828 | 30 June 2025 |
Kier Commercial Investments Limited | 04002798 | 30 June 2025 |
Kier Developments Limited | 04407754 | 30 June 2025 |
Kier Education Investments Limited | 06458919 | 30 June 2025 |
Kier Education Services Limited | 05457729 | 30 June 2025 |
Kier Ewan Limited | 04182542 | 30 June 2025 |
Kier Finance & Treasury Holdings Limited | 05887555 | 30 June 2025 |
Kier Finance Limited | 05887689 | 30 June 2025 |
Kier Fleet Services Limited | 02127113 | 30 June 2025 |
Kier Green Investments Limited | 08922437 | 30 June 2025 |
Kier Holdings Limited | 05887559 | 30 June 2025 |
Kier Integrated Services (Estates) Limited | 00216679 | 30 June 2025 |
Kier Integrated Services (Holdings) Limited | 04321657 | 30 June 2025 |
Kier Integrated Services (Trustees) Limited | 03510967 | 30 June 2025 |
Kier Integrated Services Group Limited | 02372311 | 30 June 2025 |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
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For the year ended 30 June 2025
| Company | ||
| registration | ||
| Company name | number | Year-end |
Kier International (Investments) Limited | 01463191 | 30 June 2025 |
Kier International Limited | 00810557 | 30 June 2025 |
Kier Management Consulting Limited | 02491619 | 30 June 2025 |
Kier MBS Limited | 11632543 | 30 June 2025 |
Kier Minerals Limited | 02099531 | 30 June 2025 |
Kier National Limited | 02100338 | 30 June 2025 |
Kier Overseas (Nine) Limited | 01531039 | 30 June 2025 |
Kier Overseas (Seventeen) Limited | 01462100 | 30 June 2025 |
Kier Overseas (Twenty-Three) Limited | 02127112 | 30 June 2025 |
Kier Parkman Ewan Associates Limited | 03033421 | 30 June 2025 |
Kier Plant Limited | 04233359 | 30 June 2025 |
Kier Professional Services Limited | 08881783 | 30 June 2025 |
Kier Property Limited | 04459403 | 30 June 2025 |
Kier Property Management Company Limited | 06207623 | 30 June 2025 |
Kier Recycling CIC | 03153490 | 30 June 2025 |
Kier South Wokingham LLP | OC451168 | 30 June 2025 |
Kier Stoke Limited | 06391459 | 30 June 2025 |
Kier Sydenham Limited | 08486944 | 30 June 2025 |
Kier Transportal Limited (formerly Clearbox Limited) | 08658406 | 30 June 2025 |
Magnetic Limited | 07775665 | 30 June 2025 |
McNicholas Construction Services Limited | 01510892 | 30 June 2025 |
MRBL Limited | 08177998 | 30 June 2025 |
Pure Recycling Warwick Limited | 06436462 | 30 June 2025 |
T H Construction Limited | 01532971 | 30 June 2025 |
TradeDirect Logistics Limited | 11400572 | 30 June 2025 |
| 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 Bishops Stortford Holdings Limited | ||
(formerly Kier Richmond Holdings Limited) | 1 | 90% |
| Kier Bishops Stortford Limited (formerly Kier Richmond 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 | ||
(formerly 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 Devco 2 LLP | 1 | 50% |
Kier HGP Holdings 2 Limited | 1 | 50% |
Kier HGP Holdings LLP | 1 | 50% |
Kier HGP Tunbridge Wells LLP | 1 | 50% |
Kier Maidenhead Holdings 1 LLP | 1 | 90% |
Kier Maidenhead Holdings 2 LLP | 1 | 90% |
30 Subsidiaries and other undertakings continued
Subsidiaries continued
Kier Group plc Annual Report and Accounts 2025 179
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
| Registered | Interest | |
| Company name | office 1 | held |
Kier Maidenhead LLP | 1 | 90% |
| Kier Logistics (Bognor) Ltd (formerly Kier PGIM Logistics | ||
(Bognor) Ltd) | 1 | 90% |
| Kier Logistics (Milton Keynes) Ltd (formerly Kier PGIM | ||
Logistics (Milton Keynes) Ltd) | 1 | 90% |
| Kier Logistics (St. Albans) Ltd (formerly Kier PGIM 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 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% |
Penda Limited (dissolved 8 July 2025) | 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 (Haywards) LLP | 1 | 50% |
Solum Regeneration (Kingswood) LLP | 1 | 50% |
| Registered | Interest | ||
| Company name | office 1 | held | |
Solum Regeneration (Maidstone) LLP | 1 | 50% | |
Solum Regeneration (Redhill) LLP | 1 | 50% | |
Solum Regeneration (Surbiton) LLP | 1 | 50% | |
Solum Regeneration (Twickenham) LLP | 1 | 50% | |
Solum Regeneration (Walthamstow) 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 | 50% | |
| Watford Health Campus Neighbourhood Square LLP | |||
(formerly Watford Woodlands 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 | |||
2020 | Knowsley Limited (dissolved 8 July 2025) | 12 | 80.1% |
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
Kier Group plc Annual Report and Accounts 2025180
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
30 Subsidiaries and other undertakings continued
Joint ventures continued
Joint operation name | Description | Trading address |
| Crossrail Contracts | a joint arrangement between Kier Infrastructure and Overseas Limited, BAM Nuttall | BAM Ferrovial Kier JV C435, The London School of Beauty, |
| 300/410/435 | Limited and Ferrovial Agroman (UK) Limited | 18–19 Long Lane, London, EC1A 9LP |
Deephams | a joint arrangement between Kier Infrastructure and Overseas Limited, J Murphy & | Deephams Sewage Treatment Wales, Pickett’s Lock Lane, |
| Sons Limited, and Aecom Limited | Edmonton, N9 0BA | |
Devonport | a joint arrangement between Kier Infrastructure and Overseas Limited and | St. James House, Knoll Road, Camberley, Surrey, GU15 3XW |
| BAM Nuttall Limited | ||
EKFB | a joint arrangement between Kier Infrastructure and Overseas Limited, Eiffage Génie | 5th Floor, Exchange House, Midsummer Boulevard, |
| Civil, 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 | J23 P&R HPC Postal Consolidation Centre, Huntsworth Business |
| BAM Nuttall Limited | 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 | Thames Water Offices, Clear Water Court, Vastern Rd, |
| Clancy Docwra Limited | Reading, RG1 8DB | |
Luton People Mover | a joint arrangement between Kier Infrastructure and Overseas Limited and | Hertford Road, Hoddesdon, EN11 9BX |
| VolkerFitzpatrick Limited | ||
Mersey Gateway | a joint arrangement between Kier Infrastructure and Overseas Limited, Samsung C&T | Forward Point, Tan House Lane, Widnes, WA8 0SL |
| ECUK 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 | Campsie House, Buchanan Business Park, Cumbernauld Road, |
| Defence (Clyde) | Construction Limited | 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 |
Kier Group plc Annual Report and Accounts 2025 181
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Notes to the consolidated financial statements continued
For the year ended 30 June 2025
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 | 6th Floor, Emperor Commercial Centre, 39 Des Voeux Road Central, 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 | |
Kier Group plc Annual Report and Accounts 2025182
Strategic reportOverview Corporate governance Financial statements Other information
Company balance sheet
As at 30 June 2025
Note
2025
£m
2024
£m
Non-current assets
Investments 5 669.7 455.5
Deferred tax assets 3.3 3.3
Amounts due from subsidiary undertakings 6 1,461.2 1,585.6
Non-current assets 2,134.2 2,044.4
Current assets
Other debtors 0.5 –
Other financial assets – 7.1
Current assets 0.5 7.1
Total assets 2,134.7 2,051.5
Current liabilities
Bank overdraft (688.3) (521.2)
Creditors: amounts falling due within one year 7 (57.0) (53.5)
Corporation tax payable (6.4) (15.4)
Provisions for liabilities (0.1) (0.2)
Current liabilities (751.8) (590.3)
Non-current liabilities
Creditors: amounts falling due after
more than one year 7 (244.1) (293.0)
Non-current liabilities (244.1) (293.0)
Total liabilities (995.9) (883.3)
Net assets 1,138.8 1,168.2
Shareholders’ funds
Called up share capital 4.5 4.5
Share premium account 3.6 3.2
Merger reserve 350.6 350.6
Profit and loss account 780.1 809.9
Total equity 1,138.8 1,168.2
The profit for the year was £1.5m (2024: £13.4m).
The financial statements of Kier Group plc, company registration number 2708030, on
pages 183–187 were approved by the Board of Directors on 15 September 2025 and were
signed on its behalf by:
Andrew Davies Simon Kesterton
Chief Executive Chief Financial Officer
Kier Group plc Annual Report and Accounts 2025 183
Strategic reportOverview Corporate governance Financial statements Other information
Company statement of changes in equity
For the year ended 30 June 2025
Called up
share capital
£m
Share
premium
account
£m
Merger
reserve
£m
Capital
redemption
reserve
£m
Profit and
loss account
£m
Cash flow
hedge reserve
£m
Total
equity
£m
At 1 July 2023 4.5 684.3 350.6 2.7 111.1 2.6 1,155.8
Profit for the year – – – – 13.4 – 13.4
Other comprehensive expense – – – – – (2.6) (2.6)
Total comprehensive income/(expense) for the year – – – – 13.4 (2.6) 10.8
Dividends paid – – – – (7.3) – (7.3)
Issue of own shares – 3.3 – – – – 3.3
Capital reduction – (684.4) – (2.7) 687.1 – –
Share-based payments – – – – 9.3 – 9.3
Purchase of own shares via employee benefit trust – – – – (3.7) – (3.7)
At 30 June 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
Included in the profit and loss account is the balance on the share scheme reserve which comprises the investment in own shares of £14.3m (2024: £9.0m) and a credit balance
on the share scheme reserve of £14.3m (2024: £14.5m).
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.
Kier Group plc Annual Report and Accounts 2025184
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the Company financial statements
For the year ended 30 June 2025
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, except
for derivative financial instruments which are stated at their fair value.
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 2025. 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 2024 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 requirements of paragraphs 91–99 of IFRS 13 ‘Fair Value Measurement’
• 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
• The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36
‘Impairment of Assets’
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 pages 134–135.
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:
Kier Group plc Annual Report and Accounts 2025 185
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the Company financial statements continued
1 Accounting policies continued
Financial instruments continued
(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.
(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.
(d) Derivative financial instruments
Derivatives are initially recognised at fair value on the date that the contract is entered
into and subsequently remeasured in future periods at their fair value. The method of
recognising the resulting change in fair value depends on whether the derivative is
designated as a hedging instrument and whether the hedging relationship is effective.
For cash flow hedges, the effective portion of changes in the fair value of these derivatives
is recognised in the cash flow hedge reserve within equity. Any ineffective portion is
recognised immediately in the income statement. Amounts accumulated in equity
are recycled to the income statement in the periods when the hedged items will affect
profit or loss.
If the hedging instrument no longer meets the criteria for hedge accounting, expires
or is sold, terminated or exercised, the hedge accounting is discontinued prospectively.
The cumulative gain or loss previously recognised in equity remains there until the
forecast transaction occurs. When the forecast transaction is no longer expected to
occur, the cumulative gain or loss and deferred costs of hedging that were reported
in equity are immediately reclassified to profit or loss.
The Company enters into forward contracts in order to hedge against transactional
foreign currency or interest rate exposures. In cases where these derivative instruments
are significant, hedge accounting is applied as described above. Where hedge accounting
is not applied, changes in fair value of derivatives are recognised in the income statement.
The fair values of derivative instruments have been derived from proprietary models
used by the bank counterparties using mid-market mark to market valuations for
trades at the close of business on the balance sheet date.
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.
For the year ended 30 June 2025
Kier Group plc Annual Report and Accounts 2025186
Strategic reportOverview Corporate governance Financial statements Other information
Notes to the Company financial statements continued
1 Accounting policies continued
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 profit for the year was £1.5m
(2024: £13.4m).
The auditors’ remuneration for audit services to the Company was £0.1m (2024: £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 95–115.
The Company has no employees other than the Directors.
4 Dividends
£24.1m dividends have been paid by the Company (2024: £7.3m). See note 11 to the
consolidated financial statements.
5 Investments
Details of the Company’s subsidiaries at 30 June 2025 are provided in note 30 to the
consolidated financial statements.
2025
£m
2024
£m
At 1 July 455.5 446.2
Additions 205.3 –
Capital contributions 8.9 9.3
At 30 June 669.7 455.5
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 (2024: £nil), which
was settled via a reduction in the loan due from Kier Limited.
Capital contributions of £8.9m were made during the year ended 30 June 2025
in relation to share-based payments on behalf of subsidiaries (2024: £9.3m).
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
2025
£m
2024
£m
Amounts falling due after more than one year:
Amounts due from subsidiary undertakings
1
1,461.2 1,585.6
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
2025
£m
2024
£m
Amounts falling due within one year:
Borrowings – 43.8
Amounts due to subsidiary undertakings
1
47.9 –
Other creditors 9.1 9.7
57.0 53.5
Amounts falling due after more than one year:
Borrowings 244.1 242.0
Amounts due to subsidiary undertakings – 51.0
244.1 293.0
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 note 21 to the consolidated
financial statements.
For the year ended 30 June 2025
Kier Group plc Annual Report and Accounts 2025 187
Strategic reportOverview Corporate governance Financial statements Other information
Financial record
(unaudited)
Continuing operations
Year ended 30 June
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Group revenue including share of joint ventures 4,087.8 3,969.4 3,405.4 3,256.5 3,328.5
Less share of joint ventures (10.7) (64.3) (24.7) (112.6) (67.5)
Group revenue 4,077.1 3,905.1 3,380.7 3,143.9 3,261.0
Profit
Group operating profit
1
153.0 142.1 116.3 93.6 96.4
Share of post-tax results of joint ventures (1.5) 1.6 1.1 26.9 3.9
Other income 7.6 6.5 14.1 – –
Adjusted operating profit 159.1 150.2 131.5 120.5 100.3
Net finance costs before adjusting items (33.7) (32.1) (26.7) (26.4) (34.9)
Adjusted profit before tax 125.4 118.1 104.8 94.1 65.4
Amortisation of acquired intangible assets relating to contract rights (21.6) (23.2) (19.2) (19.7) (21.0)
Adjusting finance costs (1.9) (2.9) (2.9) (2.8) (3.2)
Other adjusting items (23.8) (23.9) (30.8) (55.7) (35.6)
Profit before tax 78.1 68.1 51.9 15.9 5.6
Basic earnings per share before adjusting items 21.6p 20.6p 19.2p 16.8p 25.0p
Dividend per share 7.2p 5.2p – – –
At 30 June
Net assets (£m) 517.2 520.1 513.0 554.6 435.0
1. Stated before adjusting items. See note 5 for reference to adjusting items.
Kier Group plc Annual Report and Accounts 2025188
Strategic reportOverview Corporate governance Financial statements Other information
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 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
Kier Group plc Annual Report and Accounts 2025 189
Strategic reportOverview Corporate governance Financial statements Other information
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Kier Group plc Annual Report and Accounts 2025
Copyright © 2025 Kier Group plc
Kier Group plc
Registered office:
Registered in England
and Wales under
Number 2708030
www.kier.co.uk