keller.com

Keller Group plc Annual Report and Accounts 2025

Building the foundations for a

sustainable

future

Annual Report and Accounts 2025

Introduction

Meeting the demands

of a complex world

As the world’s largest geotechnical specialist contractor, Keller

delivers the complete range of ground engineering solutions needed

to grow cities and revitalise infrastructure.

As projects increase in scale and complexity, we’re more focused than

ever on realising our vision to be the leader in our field, and fulfilling our

purpose to build the foundations for a sustainable future.

In this report, you’ll see us in action: meeting local customer needs

across diverse markets through our global strength, finding and

delivering expert geotechnical solutions, and preparing the ground

safely, efficiently and sustainably.

See us at work across projects of every size and scope.

Portfolio

Keller in action: See pages 6 and 7

Performance

Keller in action: See pages 8 and 9

Pipeline

Keller in action: See pages 10 and 11

Use the hyperlinks within the report to see more online

Contents

Keller Group plc Annual Report and Accounts 2025 01Strategic report Governance Financial statements Additional information

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Strategic report

02 Highlights

04 Who we are

06 Portfolio

08 Performance

10 Pipeline

12 Our markets

14 Investment case

16 Chair’s statement

18 Chief Executive Officer's statement

22 The Keller model

24 Our growth drivers

26 Our strategy

28 Strategy in action

30 Value chain

32 ESG and sustainability

34 People

48 Planet

56 Principles

60 Divisional reviews

60 North America

62 Europe and Middle East (EME)

64 Asia-Pacific (APAC)

66 Chief Financial Officer’s review

72 Principal risks and uncertainties

84 TCFD statement

101 GRI Index

102 Non-financial and sustainability information statement

Governance

106 Chair’s introduction

108 Governance at a glance

110 Board of Directors

112 Executive Committee

114 Governance framework

116 Division of responsibilities

117 Board leadership

120 Section 172 statement

124 Board composition, succession and evaluation

126 Nomination and Governance Committee report

129 Audit and Risk Committee report

138 Annual statement from the Chair of the

Remuneration Committee

140 Remuneration in context

142 Remuneration at a glance

144 Annual remuneration report

154 Sustainability Committee report

156 Directors’ report

159 Statement of Directors’ responsibilities

Financial statements

161 Independent auditor’s report

170 Consolidated income statement

171 Consolidated statement of comprehensive income

172 Consolidated balance sheet

173 Consolidated statement of changes in equity

174 Consolidated cash flow statement

175 Notes to the consolidated financial statements

213 Company balance sheet

214 Company statement of changes in equity

215 Notes to the company financial statements

Additional information

222 Adjusted performance measures

226 Financial record

227 Shareholder information

228 Cautionary statement

£207. 3m2025

£205.1m2024

£175.9m2025

£192.6m2024

30.7%2025

28.2%2024

Statutory operating profit

£207. 3m +1%

Free cash flow

£175.9m -9%

Underlying ROCE

30.7% +250bps

7.1%2025

7.1%2024

70.4p2025

49.7p2024

£(59.7)m 2025

£29.5m2024

Underlying operating margin

7.1% 0bps

Dividend

70.4p +42%

Net debt/(cash)

£(59.7)m -300%

£143.1m

2025

£142.7m

2024

£218.2m2025

£212.6m2024

(0.2)x 2025

0.1x2024

Statutory profit after tax

£143.1m 0%

Underlying operating profit

£218.2m +3%

Net debt/(cash)/underlying EBITDA

(0.2)x -300%

£3,087. 3m2025

£2,986.7m2024

£1.5bn2025

£1.6bn2024

211.3p2025

199.9p2024

Revenue

£3,087.3m +3%

Order book

£1.5bn -4%

Diluted underlying earnings per share

211.3p +6%

1 Adjusted performance measure defined on page 222.

2 Net debt/(cash) is on a covenant basis. Reconciliation to statutory numbers is set out in the adjusted performance measures section on page 224.

0.04

0.05

2025

2024

Accident Frequency Rate,

per 100,000 hours worked

0.04

Total Recordable Incident Rate,

per 200,000 hours worked

0.54

0.55

2025

2024

Absolute tonnes of CO

per £m revenue

2025

2024

Non-financial highlights

Read more on pages 26 and 27

Read more on page 46 Read more on pages 32 and 33

Our values

Our values are what we have judged as most important to how

we work with colleagues and customers across the globe.

Safety

We do not

compromise on

health and safety

People

We grow and

value our

people

Excellence

We consistently

deliver high

performance

Integrity

We always

do the

right thing

People Planet Principles

Profitable

projects

Keller’s four Ps

Our commitment to operating sustainably is

encapsulated in our sustainability strategy, focused on:

What we do in the lifecycle of a construction project

• We are involved at the beginning of theconstruction cycle.

• We work with designers and we are contracted to deliver groundworks.

• We are one of the first contractors on site.

• We leave site once groundworks arecomplete.

General contractor

Client

Subcontractor

Enabling

works

Above ground

Ground

works

Fit out

Visit us at keller.click/projects

to see our solutions in action.

Supply network

04 05Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionWho we are

Portfolio

Local businesses supported by

global scale

Power/industrial

SECTOR

MEGATREND

Resource efficiency

and decarbonisation

Sustainable solutions

for flagship fossil-free

steel mill

Luleå, Sweden

One of our largest projects in Europe, Keller is

using sustainable techniques to help build an

innovative electric steel mill – powered by local

hydropower plants – that will slash Sweden’s

emissions by 7%.

Challenge: Steel production company SSAB is building a €4.5bn

mill to replace a traditional fossil-fuel blast furnace. Dueto cost,

schedule and logistical challenges, the client wanted an alternative

to concrete foundation piles.

Solution: Drawing on design expertise from across the Keller

Group, the Sweden team has worked with SSAB from an early

stage to design a solution combining several ground improvement

techniques, including vibro stone columns, dynamic compaction

and deep soil mixing. Not only are these techniques ideal for the

site’s ground conditions, but they’re also more cost-efficient than

concrete piles and more environmentally friendly due to requiring

less concrete and transportation of materials. To deliver this large-

scale flagship project, Keller is deploying up to 300 workers from

countries across Europe, living up to our motto of global strength

and local focus.

Go to pages 22 and 26 to find out more about our focus on

portfolio and how we create long-term sustainable value.

Scan or visit keller.click/lulea-steel-mill

to learn more about this project.

keller.com/projects

For more examples of how we combine our global expertise and local knowledge

toprovide our market-leading portfolio of services go to:

Aston Martin Residences

(US)

Austral sets record

(Australia)

Protecting Toronto’s

PortLands (Canada)

06 07Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Performance

Solving challenges with

specialist skills

Keller business units

combine expertise on

Melbourne’s Collins Wharf

Melbourne, Australia

Collins Wharf is a landmark waterfront

development in Melbourne’s Docklands,

transforming the city’s historic port precinct into

a vibrant residential hub. Following the successful

completion of foundation works for the first

tower, Keller Australia was again selected for the

neighbouring towers two and three. The growing

demand for integrated solutions in Australia’s

residential market and the site’s multi-technique

approach, brought Keller and Austral Construction

together to deliver a full turnkey solution.

Challenge: The team tackled deep soft soils, limited access

and strict load requirements, making it a challenging build.

Careful sequencing and shared resources allowed both teams

to overcome logistical constraints and historic obstructions,

maintaining programme certainty.

Solution: Keller’s geotechnical design expertise, combined with

advanced piling solutions and Austral’s marine specialisation in

sheet and tubular steel piles, ensured stability and minimised soil

displacement. Austral installed 140 sheet piles and nearly 100

tubular piles reaching bedrock 46m below, while Keller delivered

187 CFA piles and 98 precast piles.

Go to pages 22 and 27 to find out more about our focus on

performance and how we create long-term sustainable value.

Scan or visit keller.click/collins-wharf to watch

a video and learn more about this project.

Sydney Fish Market

(Australia)

Large-scale railway

improvement project (Poland)

Cutting project carbon

emissions (Singapore)

keller.com/projects

For more examples of how our solutions are helping our clients address their

challenges in complex environments go to:

Demographic shifts

Residential

SECTOR MEGATREND

08 09Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Pipeline

Agile to

growth sectors

and markets

Cairns Convention Centre

(Australia)

Treatment plant

upgrade(US)

keller.com/projects

For more examples of our extensive range of geotechnical solutions in action go to:

Infrastructure/

public buildings

SECTOR

MEGATREND

Urbanisation

Keller prepares Hudson

River for new tunnels

New York, USA

Operating from barges on New York’s Hudson

River, Keller is stabilising soils ready for one

of the United States’ most important rail

transformation projects. Keller’s work is

part of the larger Gateway Program, a major

infrastructure project along the Northeast

Corridor between Secaucus, New Jersey and

Penn Station in New York City.

Challenge: Keller was challenged with stabilising the riverbed

ready for the excavation of a twin tunnel system. The improved

soil has to cover 11ft above the proposed tunnels, 5ft below and

atleast 12ft each side. It also has to be strong enough to support

the tunnelling, but not so heavy or light that it shifts over time.

Solution: Keller proposed an innovative wet soil mixing

designandsolution involving a continuous and contiguous

blockofstrengthened soil for the tunnel-boring machine to

safelydrill through.

Scan or visit keller.click/hudson-river-tunnels

to learn more about this project.

RemediaClay trial

in Europe (France) 

Go to pages 22 and 27 to find out more about our focus on

pipeline how we create long-term sustainable value.

10 11Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

Pipeline

Infrastructure/public buildings 34% Deep foundations 30%

Keller

Below £250k 14%

Instrumentation and monitoring 1%

General contractor owned

Office/commercial 19%Earth retention 7%

Bauer (contracting)

£1m to £5m 28%

Post-tension systems 9%

Power/industrial 28%Grouting 13%

Soletanche/Bachy/Menard

£250k to £1m 15%

Marine 2%

Country/regional specific, small players

Residential 19% Ground improvement 31%

Trevi (contracting)

Above £5m 43%

Industrial services 7%

£48bn

Global geotechnical

contracting market

Core markets in which

we choose to operate

Addressable markets

£31bn

£25.5bn

£3bn

Keller today

Below £250k 73%

£1m to £5m 8%

£250k to £1m 18%

Above £5m 1%

Our markets

Resilient revenue and

market leadership

We are the world’s largest geotechnical and specialist construction contractor.

We operate globally and across all construction sectors. We offer an extensive

range of products and take on contracts of all scopes and sizes. This diversity of

revenue provides us with greater resilience to trade through national cyclicality.

We have a leading market share in many of our local markets, but we still have potential to grow. Our local

teams have deep knowledge of their markets and engineering capability and are able to leverage the Group’s

scale for support. This combination enables us to take on projects of allsizes and complexity and to drive

market leadership.

How we are diversified: Percentage of revenue

By geography

North America

59%

EME

28%

APAC

13%

By market sectorBy product

By contract value

Projects a year

5,500

Average value of contract

£560,000

Variety of projects and sectors

Our projects are spread across all

construction sectors and vary in scale,

location, end use and geotechnical technique.

Project value is typically between £25k and

£10m, usually short duration and with an

average value of £560,000.

Market share

Share of addressable markets £31bn

1 Sources: Keller internal data, GlobalData and other

local sources.

Market size

A strong position but plenty of room to grow

Non-addressable markets aremainly China, North and South Korea, Japan and Russia.

1 USD = 0.76 GBP

Global construction market £12,000bn in 2025.

Leading market share

We are a leading player in many of the markets

in which we operate and we still have plenty

of potential to grow our market share. We

operate in markets in which we see an enduring

demand for our products and services and an

acceptable level of geopolitical risk.

Growth potential in

fragmented market

We have three types of competitor. Type

one is the global geotechnical contractor, of

which there are three, but not all are present

in all markets. Type two is general contracting

owned. Type three is local competition with low

overheads operating in a small region.

Diverse global markets

We operate across continents and all sectors

of the construction industry, from residential

to infrastructure. Our portfolio covers diverse

global markets which enhances our resilience

totrade through national cyclicality.

Diverse customer base

We have a wide customer base and many

repeat customers. Our largest customer in

2025 represented just c.4% of the Group’s

revenue. We mostly serve as a subcontractor

working for a general contractor; however,

sometimes we also contract directly with

ultimate client organisations.

Read more about our investment case

on pages 14 and 15

Specialist subsector with

higher margins

Geotechnical specialist contracting is

an important but niche subsector that

commands higher margins than general

construction. Typically geotechnical

contracting is around 0.5% of the

construction market.

By number of contracts (by value)

Underlying operating profit margin

(three-year average)

6.8%

Number of countries in core markets

Revenue from largest customer

Market share in core markets

12.0%

Addressable markets

£31bn

12 13Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information12 Keller Group plc Annual Report and Accounts 2025

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Contents Generation - Section Contents Generation - SectionOur markets

£3,087. 3m 7.1%2025 2025 2025 2025 2025 2025

£2,986.7m 7.1%2024 2024 2024 2024 2024 2024

£2,966.0m 6.1%2023 2023 2023 2023 2023 2023

108%

132%

109%

£1.5bn 0.04

£1.6bn 0.05

£1.5bn 0.10

19%

70%

16%

Investment case

Our compelling

investment case

Keller operates in a specialised segment of the construction industry.

Long-term trends in the construction market remain positive and our

strategy is designed to capitalise on these trends.

• Leading market share across

diverse international markets in

which we see an enduring demand

for our services.

• Sector agnostic and diverse

customer base with exposure

across construction market

sectors, with weighting to

infrastructure and industrial giving

us the resilience to trade through

market cyclicality.

• Market-leading product capability

giving us access to a large range of

projects.

• Geopolitically secure country

presence.

• Our market presence and

capabilities will enable us to benefit

from megatrends:

– Continued urbanisation and

need for infrastructure eg

transport, water, road and rail.

– Population growth and

demographic shifts will require

increased construction eg

residential, utilities.

– Resource efficiency increasing

importance of geotechnical

value engineering.

– Climate adaptation and

resilience, eg energy

infrastructure and flood

defences.

– Adoption of technology across

society, eg data centres,

advanced manufacturing.

• Relentless focus on quality of

margin; embedded commercial

mindset.

• Specialist offering supports higher

margins compared to general

construction; c.6.8% vsc.3.2%

UKgeneral construction peers

(three-year average).

• Margins driven by specialist

asset base including proprietary

equipment, specialist in-house

engineering skills and project

execution and risk management

expertise.

• Demonstrated clear shareholder

value creation over the last five

years.

• Refined strategy will focus our

teams on the most important

success factors:

– Portfolio – local market share,

product capability, agile on

macro trends.

– Performance – high

performance culture supporting

commercial excellence,

solutions, health and safety,

optimise equipment fleet,

innovation through technology.

– Pipeline – wider product

deployment, target faster-

growing customer segments,

bolt-ons to accelerate growth.

• Inherently strong cash flow

characteristics driven by short-

cyclenature of our projects.

• Generally we are first on site

and first off site and are paid

on completion of our work.

• Robust balance sheet,

supportive lender base and

access to ample liquidity.

• 31 years of uninterrupted

dividend payments since listing.

• Flexibility for potential additional

shareholder returns.

• Strong Board and experienced

management.

• Industry-leading health and safety

performance.

• Enhanced control environment

andrisk management.

• Strong values, culture and social

conscience.

Resilient revenue

across diverse markets

Positioned to capitalise

on market trends

Sustainable margins Proven strategy

Strong cash generation

and balance sheet

Strong governance

and safety records

Read more about our safety

performance on pages 32 to 47

Revenue Underlying operating profit Operating cash conversion Order book Total shareholder return Accident Frequency Rate

14 15Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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This has been my first year as Chair, succeeding Peter Hill on 5 March,

and I am pleased to report a year of excellent progress for the Group.

In a period marked by both opportunities and broader economic

uncertainty, the business delivered record financial results through

strengthened operational execution and disciplined contract

margin focus, enhancing Keller’s standing as a leader in specialist

geotechnicalengineering.

Strategy

We have completed a thorough review of our strategy and relative market

share has been identified as the key driver of earnings growth. The focus

of our growth strategy is to enhance our position in our chosen market

segments by continuing to offer solutions backed by our product and

engineering capability and by focusing on higher-growth customer

segments and margin discipline. This will be enabled by further investing

ininnovation to raise productivity, quality and our people maintaining a

strong focus on safety and sustainability.

Leadership and the new CEO

In June, Michael Speakman informed the Board of his decision to step

down as CEO in order to continue with necessary medical treatment. The

Board extend their immense gratitude to him for his leadership, dedication

and significant contributions to the Group over his tenure. Following a

comprehensive search process, the Board was pleased to announce the

appointment of James Wroath as CEO, effective 18 August 2025. Since

joining, James has engaged with colleagues and our broader stakeholders

to shape the next phase of our strategic development. TheBoard is

confident that James’ leadership will support our ambition to grow

sustainably and further strengthen our market position.

People

Our achievements this year stem from the expertise and dedication of

our people. We employ some of the industry’s most skilled geotechnical

engineers, drillers, designers and project leaders. Their commitment to

high-quality delivery across complex and often challenging projects has

been central to our record results.

We expanded our training programmes, invested in apprenticeships,

graduate attraction and strengthened leadership development to ensure

our capabilities continue to grow in line with the business. On behalf of

theBoard, I thank all colleagues for their outstanding contribution.

Safety

Safety remains our highest priority. The demanding nature of our work –

particularly in unpredictable ground conditions and on busy construction

sites – requires absolute discipline and vigilance. This year we strengthened

our key operational processes, including planning processes for rig

operations, lifting activities, oversight of temporary works, and ensuring

ground stability.

We saw improvement across our key indicators and continue to embed a

proactive safety culture supported by open reporting and shared learning.

Progress on sustainability objectives

We continue to work towards our sustainability commitments, recognising

the essential role geotechnical engineering plays in enabling low-carbon,

climate-resilient infrastructure.

We are committed to reducing the carbon intensity of our work over time.

Our target continues to be net zero on Scope 2 emissions by 2030, net

zero on Scope 1 emissions by 2040 and net zero by 2050 on Operational

Scope 3 emissions (covering business travel, material transport and waste

disposal). We continue to integrate sustainability considerations into

project design and capital investment and have estimated our Scope 3

emissions for the first time.

Board and governance

There were changes to the Board during the year with my appointment as

the new Chair and James Wroath as CEO. We continue to ensure the Board

reflects a strong balance of technical, operational and financial expertise.

I joined the Board of Keller as a Non-executive Director and Chair designate

with effect from 16 December 2024. I succeeded Peter Hill as Chair on

5 March 2025. As well as my role as Non-executive Director and Chair, I

was appointed Chair of the Nomination and Governance Committee, also

effective from 5 March 2025.

We strengthened risk management processes across project governance

and climate-related risks. Engagement with stakeholders, including site

teams across our regions, remains central toour approach.

Chair’s statement

Committed to long-

term value creation

Dividend and capital returns

Given our significant improvement in operational and financial performance

over recent years, the Board has reviewed the Group’s capital allocation

and enhanced the dividend policy which will deliver a sustainable and

progressively growing dividend within a target cover range of 2.5x–3.5x.

As a result, the Board is recommending a final dividend of 52.1p per share,

bringing the total dividend for the year to 70.4p per share, representing an

increase of 41.6% on last year and representing a dividend cover of 3.0x.

During 2025, we initiated two tranches of £25m under our multi-year

share buyback programme and up to the end of December had returned

£38.9m of capital to shareholders in a disciplined and efficient manner.

Given the strength of the Group’s free cash flow and balance sheet, the

Board is announcing an intention to launch a further £100m share buyback

programme in 2026 following completion of the current £25m tranche.

Outlook

We enter the new financial year with positive momentum, a strong

order book, and healthy demand across infrastructure, energy transition

and commercial development. Long-term structural drivers – such as

infrastructure renewal, ground risk management, and the shift to more

sustainable and resilient construction – continue to support growth in the

geotechnical sector.

Although the macroeconomic environment presents ongoing challenges,

the Board is confident in the Group’s strategy, technical capability

and leadership under our new CEO. With record results achieved and

substantial opportunities ahead, we are well placed to deliver further

progress and long-term value for shareholders.

I would like to thank our employees, customers, partners and shareholders

for their support, and I look forward to building on the strong foundations

established this year.

Carl-Peter Forster

Group Chair

Section 172 statement and Code compliance

The Directors have acted to promote the success of the company for the benefit of shareholders during 2025, whilst having regard to the matters

listed in section 172 of the Companies Act 2006.

In addition, the Board and the company applied the principles and complied with the provisions of the UK Corporate Governance Code 2024, except

for Provision 21 (externally facilitated Board performance review). We also complied with Provision 29 of the 2018 Code but not with Provision 29 of

the 2024 Code, which applies from next year.

For more information on how we deliver for our stakeholders see pages 120 to 123. Our compliance statements can be found on pages 106 and

120 to 123.

In a period marked by both opportunities

and broader economic uncertainty,

the business delivered record financial

results through strengthened operational

execution and disciplined contract

margin focus, enhancing Keller’s standing

as a leader in specialist geotechnical

engineering.”

Carl-Peter Forster

Group Chair

16 17Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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I was appointed Chief Executive Officer in August and it has

been a privilege to take on the leadership of the Group at a

time of strong performance and clear opportunity.

Overview

In 2025, Keller achieved another year of record financial results, reflecting

our diverse geographical and end-market footprint, together with

continued operational and financial improvement across the Group.

Whilst the macroeconomic environment presented challenges, it also

created opportunities for Keller to adapt and innovate in how we serve

our customers. Demand for our expertise remained robust, supported by

long-term structural drivers including infrastructure investment, population

growth, energy transition, climate resilience and technology adoption.

Our focus on customer segments benefitting from these growth drivers

has given us a diversified contract portfolio and order book, which has

more than offset the subdued conditions we have seen in some markets.

Alongside this, our disciplined risk management and enhanced focus on

operational execution has supported our financial performance, which is

reflected in our resilient margins and strong cash generation.

Financial performance

Over the period from 2022 to 2025, Keller has doubled its underlying

operating profit and delivered a 340bps, improvement in underlying

operating margin. In 2025, this margin was maintained at 7.1%, despite the

non-repeat of exceptional market conditions in North America in the prior

year, demonstrating how the improvement in operational performance has

been successfully embedded and extended across the business.

In 2025, Group revenue increased by 5.9% to £3,087.3m (on a constant

currency basis), driven by robust demand across a number of specific

segments within each of our regions.

Underlying operating profit rose to £218.2m, up 6.5% (on a constant

currency basis), reflecting continued focus on operational execution

and contract pricing discipline. This was most evident in a significant

improvement in profitability in our Europe and Middle East business, which

more than offset the expected year-on-year profit headwind at Suncoast

in North America (the Group’s post-tension business predominantly

exposed to the US residential sector). Underlying operating profit

improvement was also achieved on a reported basis, after a translational

FXheadwind of £7.8m.

Underlying diluted earnings per share grew by 5.7% to 211.3p, reflecting the

impact of higher profitability, lower finance costs and thesharebuyback.

Free cash flow remained strong at £175.9m, enabling continued

investment in the business and the initiation of a multi-year share buyback

programme. The Group ended the year with net cash (on IAS 17 lender

covenant basis) of £59.7m (2024: net debt of £29.5m), which is below the

lower end of our target leverage range of 0.5x–1.5x.

Return on capital employed in 2025 was 30.7% (2024: 28.2%), the highest

for 17 years.

Capital allocation

Given the significant improvement in the Group’s operational and financial

performance over the last three years, the Board has undertaken a review

of the Group’s capital allocation to support the Group’s medium and

long-term value creation opportunity and deliver its growth strategy whilst

maintaining appropriate financial resilience and capital discipline. The

Group’s leverage target range through the cycle will remain a net debt to

EBITDA ratio of 0.5x–1.5x which provides the right balance between capital

efficiency, the capital requirements of the business and significant financial

flexibility and headroom. The Group’s capital allocation priorities are:

• Investing in organic growth

The Group will continue to invest in the business through working

capital and capex to ensure that it can execute its growth strategy and

capitalise on organic opportunities across its core geographic markets.

Growth will be driven through organic initiatives, including investment in

people, technology and solution capability.

• Paying an attractive and growing dividend

The Group has a 31 year track record of maintaining or growing its

dividend since its listing on the stock market. Reflecting the evolving

maturity of the business and the improved predictability of its free cash

flow, the Board has adopted an enhanced dividend policy which will

deliver a sustainable and progressively growing dividend within a target

cover range of 2.5x–3.5x.

• Value-enhancing M&A

We believe there is an opportunity to accelerate our strategic plans and

further enhance our market positions through selective acquisitions.

The value case for all potential acquisitions will be judged carefully, on

the basis of clear financial and strategic criteria. The Board believes

this organic and inorganic approach offers the most compelling risk-

adjusted returns, allowing Keller to leverage its established customer

relationships, technical expertise and operational scale and to drive

earnings growth.

Chief Executive Officer's statement

We have a clear

strategic direction

• Returning surplus capital

In March 2025, the Group announced a multi-year share buyback

programme and two tranches of £25m were launched during 2025. Up

to 2 March 2026, £44m of capital had been returned to shareholders

through this programme. Given the strength of the Group’s free cash

flow and balance sheet, the Board is announcing an intention to launch a

further £100m share buyback programme in 2026 following completion

of the current £25m tranche.

The Group’s capital structure and the return of surplus capital will

continueto be assessed on an ongoing basis in line with the wider

capitalallocation framework.

Operational performance

In North America (NA), revenue increased by 5% to £1,815.7m (on a

constant currency basis), driven by Moretrench and RECON, and project

wins in the US Foundations business across a number of key segments

including large infrastructure projects and data centres. This growth more

than offset lower revenue at Suncoast as a result of both a slowdown in the

residential housing market and the anticipated normalisation of pricing.

As expected, underlying operating profit in NA decreased, to £166.2m,

down 9.6% (on a constant currency basis). This was primarily driven by soft

market conditions at Suncoast and the normalisation of market conditions

in the Foundations business following a particularly buoyant market in 2024.

Performance also benefitted from some historical claim settlements in

theperiod.

In Europe and the Middle East (EME), revenue increased by 4.1%

to £873.4m (on a constant currency basis) reflecting growth in

infrastructure and commercial segments across most regions.

Underlying operating profit increased more than four-fold to £38.8m (on

a constant currency basis) as a result of the non-recurrence of losses at a

previously challenging project in the Middle East and a strong operational

improvement across our businesses in Europe. As expected, underlying

operating margin increased by 340bps to 4.4% (2024: 0.9%).

In Asia-Pacific (APAC), revenues increased by 14.6% to £398.2m (on a

constant currency basis) largely driven by higher volumes at Austral and

Keller Asia, partly offset by softer trading at Keller Australia. Underlying

operating profit increased to £30.6m, up 14.6%, driven by profitable

growth at Austral and Keller Asia, and to a lesser extent the benefit of

project closure settlements at Keller Australia. The operating margin was

maintained at 7.7% (2024: 7.8%).

Strategy

The Group’s growth strategy will be to focus on becoming an increasingly

strong leader in our chosen market segments, underpinned by long-term

structural growth, where it can bring an unrivalled breadth of capability to

deliver value-enhancing solutions. Relative market share (RMS) has been

identified as the key driver of earnings growth. RMS measures Keller’s

market share against its leading competitor to understand competitive

strength in a market. Having an RMS of one or more indicates a strong

ability to compete, results in greater visibility of market activity and

gives Keller access to a larger number of tenders as well as an increased

knowledge of customer demand. Growth in share will be driven through

a combination of organic initiatives, including investment in people,

technology and solution capability, alongside disciplined bolt-on

acquisitions where they enhance Keller’s offering and meet our strategic

and financial criteria. The Board believes this approach offers the most

compelling risk-adjusted returns, allowing Keller to leverage its established

customer relationships, technical expertise and operational scale, and to

drive earnings growth.

Our strategy to grow RMS across the Group for long-term value will be

supported by three strategic levers: portfolio, performance and pipeline.

Our portfolio of businesses, branch network and range of products are

global strengths that allow us to deliver in our local markets and which

differentiate us from our competition. Geographically we will operate in

markets where we see an enduring demand for our services, where we

believe we can achieve and sustain RMS growth and where there is an

acceptable level of risk. We expect favourable market trends to support

demand for our services in the long term.

Secondly, performance is critical, with price and reputation identified as

our customers’ key priorities. We will create value through commercial

excellence, by offering our best solutions to our customers and by

delivering projects safely and efficiently, supported by innovation in

solutiondelivery.

Thirdly, we will focus on pipeline to grow our business by targeting faster-

growing customer segments, selective introduction of the Group’s wide

portfolio of techniques and capabilities to local markets where we see

an attractive opportunity to do so, and through bolt-on acquisitions to

accelerate organic growth.

Safety

Safety is fundamental to everything we do. Geotechnical engineering is

inherently complex, often involving challenging ground conditions, dynamic

construction environments and critical infrastructure, and it is therefore

essential that the highest standards of health and safety are embedded

across our operations. Our objective is clear: that everyone who works for,

or with, the Group returns home safely every day.

During the year, we continued to strengthen our safety culture through

investment in training, robust systems and clear accountability at all

levels of the organisation. This was reflected in the improvement in our

Accident Frequency Rate (AFR) of 0.04 (2024: 0.05), with a total of 11 lost

time incidents reported in the year, a reduction of three versus 2024. We

place particular emphasis on proactive risk identification, effective site

controls and learning from experience, supported by strong leadership

and consistent standards across the Group. Safety performance is a core

measure of operational excellence and a key consideration in decision-

making, reflecting our responsibility to our people, our clients and the

communities in which we operate.

The focus of our growth strategy will be to

enhance our position in our chosen markets

by continuing to offer solutions backed by

our product and engineering capability and

by focusing on higher-growth customer

segments and margin discipline.”

James Wroath

Chief Executive Officer

19Strategic report Governance Financial statements Additional information18 Keller Group plc Annual Report and Accounts 2025

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People and culture

Our people are the foundation of our success. By strengthening

leadership capability, reinforcing our values, and aligning our collective

efforts, we continue to build a sustainable competitive advantage that

supports both near-term performance and long-term value creation.

During the year, we invested in the development of more than 50 future

leaders through our Strategic Leadership Blueprint programme, with

a further cohort planned for 2026, directly supporting our succession

planning and organisational resilience.

We continue to cultivate a diverse, future-ready business by attracting and

developing talent through our culture, values, and industry leadership. In

NA, we hosted our first NextGen Construction Summit, engaging directly

with emerging talent, selecting students from numerous applicants to

participate across construction management, civil and environmental

engineering disciplines. Alongside this, we engaged with the organisation

to refresh our values to ensure they remain closely aligned to the business

and clearly guide how we lead, perform, and support our people.

Environment, Social and Governance (ESG)

andSustainability

We remain committed to our ESG objectives, investing in leading initiatives

to reach our net zero targets and advancing social impact programmes in

the communities we serve. Sustainability is integral to our strategy and a

source of long-term competitive advantage.

We are committed to reducing the carbon intensity of our work over time.

Our target continues to be net zero on Scope 2 emissions by 2030, net zero

on Scope 1 emissions by 2040 and net zero by 2050 on Operational Scope 3

emissions (covering business travel, material transport and waste disposal).

We continue to integrate sustainability considerations into project design

and capital investment and have estimated our Scope 3 emissions for the

firsttime.

During the year we refreshed our Code of Business Conduct, reflecting the

importance we place on our values. We now have an updated guide setting

out our key commitments for ethical behaviour, legal compliance and

appropriate decision-making to ensure integrity, reduction of risk, and to

help foster a respectful, consistent workplace culture.

Outlook

Looking ahead, while we remain mindful of macroeconomic uncertainty,

the Group enters the new financial year with a high quality order book,

healthy tendering activity, strong balance sheet and a clear strategic

direction. The management actions that underpin Keller’s improved

operational and financial performance in recent years have now been

embedded across the Group, giving me confidence that our operational

performance is sustainable. This confidence underpins the enhanced

dividend policy and ongoing commitment to shareholder value creation,

reflected in the significant increase in the final dividend and our intention

tolaunch a further £100m of share buybacks in 2026.

With the demand for our services supported by favourable long-term

structural growth drivers including infrastructure investment, population

growth, energy transition, climate resilience and technology adoption, we

remain confident that the Group is well placed to build on its momentum

and deliver further progress in 2026 and in the years ahead.

James Wroath

Chief Executive Officer

continuedChief Executive Officer's statement

Q&A with

James Wroath

New Keller Group CEO, James Wroath,

talks about his first impressions of

Keller and his vision for growth.

Q

What have been your first impressions of Keller?

I knew there was a lot of expertise here, but I’ve been bowled over by

just how much. There’s also a huge amount of passion – our people really

care about their subject matter. And it’s not just seasoned experts. We also

have a rich pool of young talent who are given a lot of responsibility early in

their careers.

I’ve tried to get out and about as much as I can. On my visits I’ve found

everyone to be welcoming and generous with their time. We work on some

incredible projects and have some amazing stories to tell. One of the key

challenges for us is how we tell the world more clearly what we do. Our

inclination is often to explain what we do from a very technical, engineering,

perspective. While that’s obviously critical, our work also has a huge impact

on society and people’s lives, so I want us to also focus on the context and

what we enable more.

Q

What are the key elements of the Keller strategy?

Our business is very successful. We’ve seen a substantial increase

in profits, largely driven by margin improvement, the next stage needs

to come from top-line growth. So the big question for me is how do we

grow without losing that margin focus? And to what extent do we need

acquisitions to enhance organic growth potential?

Firstly, there are opportunities to bring different techniques from around

the world to markets in a way that a local competitor can’t. Secondly, I

believe we are in the right geographies, but there are still markets within

these where there’s opportunity. Thirdly, is sectors. There are still some

end-market customer segments where our products and expertise can

win us more business. Acquisitions could accelerate our growth strategy

inall these areas.

To be clear, our strategy isn’t about us suddenly doing something

completely revolutionary – Keller is a strong business with great products

in established geographies. It’s now about strategically placing our

investment in areas where we can drive growth.

Q

What’s your main focus in the coming months?

Firstly, our people – talent, collaboration, communication and

performance management. I want to ensure the whole business is on

thesame page in terms of what we’re trying to deliver, albeit sometimes

indifferent ways in different places.

Secondly, I want to ensure everyone’s hard work is represented in the

most positive, inspiring way possible. Keller has a great story to tell; we

cando a better job telling it. I’d like people to understand more clearly what

we do and where we add value because it will help us to attract investors,

customers, and colleagues.

I view my job in two halves: one is internal, driving our people to be more

successful, and the other is being the face of our business to the investor

market. I want to ensure that our team’s fantastic work is properly

represented to the market.

Scan or visit keller.click/ceo-msg

to view a message from the CEO.

I want to help our people do the

best job they can.”

James Wroath

Chief Executive Officer

Keller Group plc Annual Report and Accounts 202520 21Strategic report Governance Financial statements Additional information

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Contract agreement

Commercial teams trained in relevant local laws

setupcontracts.

Closeout, feedback, learn

Project leadership secures client sign-off and payment.

Lessons learnt are retained and transferred to the rest

of the Group.

Project execution

Product-specific operations teams, often using specialist

equipment, deliver efficiently and effectively (to quality

andschedule) and respond to any issues that arise.

Bidding and winning work

Design engineers and cost estimators with local

ground knowledge and capacity create optimum

solutions. They are supported by a global network

which assists with solution development.

Opportunity management

Our local businesses close to their markets and with

enduring customer relationships identify demand. A

global network supports cross-border collaboration on

opportunities (especially important for major projects).

Local focus

Our extensive branch network ensures that we build strong, local relationships

with our customers. Our deep product knowledge and understanding of our local

markets and ground conditions means we're ideally placed to understand and

respond to any local engineering challenge.

Best solutions

We have a market-leading portfolio of products and services and deep

engineering capabilities. This enables us to design solutions for our clients, often

combining multiple products, to solve challenges across the construction sector.

If we do not design a foundation, we regularly value engineer our customers'

designs to reduce costs, time and the carbon intensity of construction.

Assets and specialist skills

We invest in our equipment and people. Our equipment fleet, engineering skills

and experience gives us the capability to deliver projects of all sizes and to

complete any project we take on. We also manufacture and service our own

specialist equipment, which provides us with a competitive advantage in

particular products.

Global strength

Our local teams have access to our global network of engineers, which

allows them to tap into a wealth of experience and the brightest minds in the

industry to find the optimum solution. We share knowledge of best practice and

innovations in products and equipment to bring the best of Keller to all projects.

Safety and sustainability

Our experience of project contracting built over many decades,

combined with our Group scale, makes us a trusted and reliable partner.

We have a proven track record of one of the industry’s lowestaccident

frequencyrates.

Financial strengths

Our strong balance sheet and cash generation allows us to maintain key

resourcesthrough the market cycle, reinvest for growth, maintain shareholder

distributions and provide flexibility for returns of capital.

The Keller model

Creating value across the

project lifecycle

Our key resources and strengths Long-term sustainable valueHow we create value

Underpinned by:

Governance

Balancing the needs of stakeholders and helping to run the company

well through efficient processes and decision-making.

Sustainability

Building the foundations for a sustainable future, delivering for our people,

planet and principles to make profitable projects.

Customers

We continuously engage and

build strong relationships

by offering cost-effective

solutions, reducing supplier risk,

and leveraging deep local market

knowledge supported by global

expertise. We lead in health,

safety and environmental

performance.

Employees

Our people are our most

valuable asset. We provide

a safe, inclusive workplace

that supports mental health

and wellbeing, encourages

growth, and offers stable

employment with opportunities

to progressglobally.

Communities

Our people come from the

communities where we work.

We create local employment,

focus on UN Sustainable

Development Goals, and reduce

carbon intensity while improving

quality. We actively participate

in community and charitable

initiatives.

Shareholders

Our financial strength and

dividend record deliver

consistent returns through a

robust balance sheet, strong

cash flow, quality assets, and a

31-year history of uninterrupted

dividends. We continue to

pursue growth opportunities.

5,500

contracts

27%

women in senior

leadership positions

‘B’

CDP score

135%

total shareholder return

(2023–2025)

175

50%

0.04

1,700

1,100

£36.2m

£38.9m

19%

6.5%

(0.2x)

10,000

business units

branches

design and build

Accident Frequency Rate

techniques/products

engineers

rigs

Total dividend payment

Share buybacks

revenue driven by rigs

manufactured internally

Underlying operating

profit growth

Net cash/EBITDA

leverage

people

1 Constant currency basis. 2 On an IAS 17 covenant basis.

22 23Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionThe Keller model

Our growth drivers

Favourable

market trends

The long-term trends in the global construction market remain positive.

Our Group strategy is designed to capitalise on these trends.

Key megatrends Our responseGeotechnical market trends

Urbanisation

Infrastructure demand including mega projects

The need to build and renew infrastructure for expanding

cities and their suburbs will drive increased public investment

in infrastructure in sectors including transport (road, rail),

water (including sewerage and sanitation) and defence.

Our business is structured to provide a local focus through our extensive branch

network and offices located in major metropolitan areas. This local presence keeps

us close to our customers and the opportunities in these markets. Our local teams

can rely on the scale of the Group for support in engineering and to mobilise all

equipment and people needed to complete any project we take on.

Technically demanding foundations

Population growth and ageing populations will require expansion

and adaptation of structures in urban spaces (residential,

healthcare). Larger, taller buildings and those on brownfield

sitesneed more technically demanding foundations.

Our global strength from the expertise of our engineers and market-leading

product portfolio ensures we can design and deliver the best solutions, while our

project management capabilities mean we can integrate other subcontractors and

deliver ‘turnkey’ contracts. This reduces the number of interfaces for our customers

to manage and reduces risk.

Value engineering and solutions innovation

Demand to reduce costs of construction and reduce consumption

of carbon-intensive or scarce materials, increasing importance of

geotechnical value engineering and innovation in solutions.

Our engineers regularly value engineer and design solutions for our customers.

Through this we remove cost and carbon by reducing material usage, which can

also reduce construction time and risk for our customers. We share knowledge

and experience among our global teams so that we can bring best practice and

innovation to all customers' projects.

Energy transition and resilience projects

Increased public and private investments towards energy transition

and climate resilience, boosting demand in energy infrastructure,

flood defences and structures more resilient to acts of nature.

We deploy products into markets in which we see customer demand. This

capability combined with our capability to mobilise skilled people and equipment,

means we can complete complex projects even in remote areas. If we find true white

space in any market or we see the opportunity for faster growth through inorganic

means, we have the balance sheet strength for value-accretive acquisitions.

Data centres and advanced manufacturing

AI workloads more compute-intensive, creating demand for

data centrecapacity and advanced manufacturing facilities in

developed andemerging markets.

We are sector agile in the projects that we take on and are not tied to any one

subsector of the construction market. Our local teams pivot to higher-growth

market sectors and customers. This is a key driver of our revenue resilience

andgrowth.

Demographic shifts

Resource efficiency

and decarbonisation

Adoption of

technology

Resilience and

climate adaptation

24 25Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionOur growth drivers

12.0% 7.1%2025 2025

11.5%

7.1%

12.0%

6.1%

2024 2024

2023 2023

30.7%2025

28.2%

22.8%

2024

2023

1 Estimated using Keller internal data and GlobalData. Prior years rebased in 2025.

Our strategy

Maximising

long-term value

In 2025, we tested our progress against our strategy and found that

we had made significant progress in the previous five years. Given

the strength of the Group today, it was clear that amendments to

ourstrategy would be refinements and not revisions.

Read more about our strategy in the Chief Executive Officer's statement on pages 18 and 19

Our strategic levers

Portfolio PipelinePerformance

Our high performance culture will drive

commercial excellence through the project

lifecycle. We offer the best solutions through

design and value engineering. We will innovate

through technology, optimise our equipment

fleet and maintain an industry leading health

andsafety record.

We will grow our pipeline organically by wider

product deployment and by targeting faster-

growing customer segments. We will pursue

inorganic growth where we see the benefit and

the opportunities to accelerate our growth.

We will build a leading market share in local

markets in which we see enduring demand for

our services, where we can deploy our market-

leading product portfolio and where we see

an acceptable level of geopolitical risk. We are

agile to higher-growth markets and optimise

geographic coverage and fixed costs.

What we achieved in 2025

• Completed a comprehensive strategic review to

ensure the Group is positioned for growth.

• Confirmed belief in the fundamental strength of our

existing portfolio, our markets and our competitive

advantages within them.

Outlook

We will

• Remain customer focused through our established

branch structure and continue to drive for a leading

share in our chosen markets.

• Be ready to adapt and refine our market presence to

respond to developments and opportunities.

What we achieved in 2025

• Strong operational performance across the portfolio

in a year of geopolitical uncertainty, achieved by

continued discipline in project selection and delivery.

• Continued to strengthen our safety culture through

investment in training, robust systems and clear

accountability at all levels of the organisation.

• Invested in the development of more than 50 future

leaders through our Strategic Leadership Blueprint

programme.

Outlook

We will

• Continue to deliver high-quality solutions for our

customers, invest in our people and equipment and

maintain a strong focus on safety.

What we achieved in 2025

• Demand for our expertise remained robust,

supported by long-term structural drivers including

infrastructure investment, population growth,

energy transition, climate resilience and technology

adoption.

• Actively screened multiple acquisition opportunities

to accelerate growth in market share.

Outlook

We will

• Continue to identify opportunities to introduce

new products where we are already established and

continue to be agile to sectors with the greatest

growth potential.

• Continue to pursue inorganic growth to increase

local market share.

Market share in core markets Return on capital employedOperating margin

12%

+50bps 30.7% +250bps7.1% 0bps

Keller’s strategy is to be

the preferred international

geotechnical and specialist

construction contractor

focused on enduring markets

and attractive projects,

maximising long-term value

for our stakeholders.

26 27Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information26 Keller Group plc Annual Report and Accounts 2025

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Strategy in action

Preferred partner

proven on site

Case study

Case study Case study

Keller targets booming data centre market

The growth in AI and demand for high-powered computing has

seenanacceleration in the construction of data centres – a sector

inwhich Keller has considerable experience.

According to McKinsey, tech companies will be investing $7 trillion

globally in data centres by 2030, with the US the largest market.

It’s a sector Keller North America has long supported, having been

involved in hundreds of projects since 2018.

What makes Keller such an attractive partner for tech companies is

its engineering expertise, huge resources and ability to support at

everystage – from early advice in the due diligence phase through

to construction of the foundations.

“Speed to market is a priority for clients,” says David Finocchio, Business

Development Director. “Each scheme may involve multiple buildings, so

our strength is being able to show up with the people, equipment and

engineering to accelerate delivery across an entire campus, not just a

single building.”

With the phenomenal growth in data centres showing no signs of

abating, Keller is committed to supporting a sector that is now the

backbone of the US economy – and our tech-driven world.

Keller expertise helps

build Florida megaproject

The US is investing more than a trillion dollars in infrastructure

projects – and Keller has the experience and expertise to make

themhappen.

Since 1959, the Howard Frankland Bridge has connected Tampa

and St Petersburg, transporting 500,000 commuters a day across

TampaBay.

A Florida Department of Transportation megaproject is expanding

the bridge, increasing capacity by 50%, alleviating congestion and

providing a vital evacuation route during hurricanes. But before

construction could start, the shoreline needed to be built up and

retained by bulkheads to accommodate new approach ramps.

Based on experience, approach to the design and competitive

pricing, Keller was selected as the specialist contractor to design and

install nearly 1,300 anchors – some requiring lengths of more than

200ft – to support those bulkheads. Computer modelling was used

to optimise the design and determine anchor lengths in what proved

to be tough ground conditions.

During the project, the crew also had to operate in a difficult

environment, working mainly from barges and dealing with tidal

fluctuations. Despite the challenges, the team completed the scope

safely and successfully on time.

Building the world’s

largest clean energy park

In the vast salt flats of Gujarat, set against the challenging

backdrop of the Great Rann of Kutch, India is ambitiously building

the world’s largest renewable energy park – enough to power

almost 18 million homes. The project is taking shape in one of

the country’s most extreme environments and Keller is playing a

pivotal role in its development.

At over 700km

– roughly the size of Singapore – the Khavda solar

and wind energy project will generate 30GW of clean energy. The

huge investment is part of the government’s efforts to increase

renewable energy to 500GW by the end of the decade and reach

netzero by 2070.

The country’s commitment also presents a strategic opportunity

forKeller India to bring its expertise to a growing sector.

Due to its size, the Khavda scheme is divided into multiple projects

run by several organisations, with Keller securing one contract after

another as the team demonstrate its capabilities.

Keller’s task is to strengthen the soil to support the construction of

wind farms and substations. Crews are installing almost one million

linear metres of vibro stone columns – a method that improves the

groundand is more sustainable than many other techniques.

This is the fastest-growing market in the US.

Whatwe’ve seen so far is just the beginning and

we’re well positioned to take advantage of that.”

David Finocchio

Business Development Director

Read more about our strategy on page 26 Read more about our growth drivers on page 24

When you’re on a project for 18 months, challenging

or not, the tasks at hand can be tough to maintain.

But our field leadership and employees stuck to

theplan and delivered a quality product.”

Trey Davis

Branch Manager

We have almost a thousand people working for

multiple clients, demonstrating Keller’s ability to

scale quickly for massive infrastructure projects

and support the country’s transition to clean

energy generation.”

Sridhar Valluri

Business Development Director

Infrastructure/

public buildings

Infrastructure/

public buildings

SECTOR

SECTOR SECTOR

MEGATREND

MEGATREND MEGATREND

Adoption of

technology

Urbanisation

Resilience and

climate adaptation

Scan or visit keller.click/Khavda

to learn more about this project.

Scan or visit keller.click/howard-frankland

to learn more about this project.

Power/industrial

Scan or visit keller.click/data-centres to

learn more about our data centre projects.

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We are a geotechnical and specialist

construction contractor. We create value for

our stakeholders through the safe, efficient

and effective delivery of construction projects.

Value chain

Our operations

within our

value chain

keller.com/projects

For more examples of how we are delivering value for our clients across the globe

go to: keller.com/expertise/solutions

Our value chain

The safety of all people is core to how we operate. Our project experience

built over many decades, combined with our Group scale, makes us a

trusted and reliable partner.

We work across a diverse range of geographies and sectors, with a market-

leading portfolio of products and services. We have the equipment and

specialist skills that gives us the capability to deliver projects of all sizes

andto complete any project we take on.

We serve our markets through an extensive branch network to meet the

needs of local customers. Construction procurement is also generally

done locally. So, to deliver for our customers we depend on multiple local

networks of skilled people, quality resources and supplier relationships.

Our supplier relationships and construction expertise enable us to support

the delivery of structures and spaces that are enjoyed by communities

across continents. Every day, people around the world live, work and play

on ground prepared by Keller.

To see more on our value chain, please open the right hand page

to reveal our value chain in action.

30 31Keller Group plc Annual Report and Accounts 2025 Strategic report Governance Financial statements Additional information

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Downstream

Steel

Cement

Post-tension and

industrial services

Deep foundations

Earth retention

Ground improvement

Grouting

Project management, HSEQ,

instrumentation and monitoring

Nearshore marine projects

Raw materials

Procurement

and logistics

Rig manufacture and spare parts

Offices and value engineering

Construction

Equipment yard

Supported projects

Waste management

Universities, public bodies and banks

Read more about procurement on keller.com

Upstream Own operations

Own operations

• We are a geotechnical and specialist construction contractor.

We get the ground ready for construction of any type of structure.

• We have an extensive branch network operated by local teams that

have deep knowledge of their local markets and ground conditions.

• Our local engineering teams have access to Keller’s global network

of engineers for product support and best practice knowledge.

• We offer a market-leading range of geotechnical and specialist

construction products/techniques. These are used in solutions for

deep foundations, ground improvement, grouting, earth retention,

marine, post-tension systems and industrial services.

• We maintain, invest in and manufacture specialist equipment.

• Our local branches have their own offices and equipment yards.

Our equipment yards are used to optimise, service and store our

equipment and tools that are used in construction projects.

• Our strong balance sheet and cash generation allow us to maintain

key resources through the market cycle and reinvest for growth.

Upstream

• We rely on our supply chain to source quality materials, goods and

services for our projects. Our most common materials include

concrete, cement, steel and aggregate.

• Materials are typically sourced locally by our branches. This means

that our supply chains are generally short and agile, enabling more

efficient project delivery.

• We rely on external manufacturers for the supply of machinery and

equipment that we use to deliver our projects. We also manufacture

specialist rigs and tools in-house that we believe gives us a

competitive advantage in particular products.

Downstream

• We build the foundations for any type of structure, from office

blocks to sports venues, bridges to railway and port infrastructure.

• We look to optimise our techniques to reduce waste. Where our

projects produce waste, its treatment and disposal is typically

managed by main contractors.

• We collaborate with universities, laboratories and trade associations

to contribute to the development of our industry.

• We engage regularly with our banks and finance providers to ensure

we have the resources to deliver our business efficiently.

• We work with a range of other professional services to meet the

wider obligations and compliance requirements of our company.

How we deliver

ESG and sustainability

Delivering

positive change

Our corporate purpose, ‘Building the

foundations for a sustainable future’,

isat the heart of everything we do.

As the world’s largest geotechnical specialist contractor, we have the

responsibility and opportunity to make a difference to our customers and

society and to build a safer, lower-carbon and more resilient world. Focused

sustainability efforts are a core part of enabling our overall business strategy.

As a core part of our sustainability strategy, we have set out clear targets

and action plans for our journey to net zero. Our strategic goals are to be

net zero across all three emission scopes by 2050: net zero on Scope 2 by

2030, net zero on Scope 1 by 2040 and net zero by 2050 on Operational

Scope 3 (covering business travel, material transport and waste disposal).

There is much to do to achieve these goals, but the short, medium and

long-term actions required to achieve these goals are already in progress.

Our people’s safety, health and wellbeing are very important to us. We

have continued to make good progress in improving the scores in our

leading indicators, targeting continuous improvement in our Accident

Frequency Rate (AFR) and Total Recordable Incident Rate (TRIR). In

2025, our AFR improved to 0.04 and our TRIR improved to 0.54. Despite

achieving industry-leading figures in this area, we recognise the need to

continually improve and we will not be satisfied until we eradicate harm in

the workplace.

We remain focused on making Keller a welcoming and safe environment

for all employees across the organisation. Our employee wellbeing drive,

together with employee resource groups, continue to help us build a more

inclusive company and keep our people safe.

It has been really encouraging to see so much charity and community

engagement from our teams, particularly during Keller’s 2025

Sustainability Week. As part of our continued Group-wide focus

on supporting our communities, we are also excited to renew our

partnership with UNICEF. Keller’s unrestricted funding enables UNICEF

to support children wherever and whenever the need is greatest. Keller is

delighted to have contributed £1.3m to UNICEF UK over the duration of

our partnership.

Sustainability responsibilities are now embedded across the Executive

Committee, reflecting the maturity of our sustainability strategy and

reinforcing that environmental, social and governance performance must

sit firmly with business and functional leaders who can drive practical

action and measurable outcomes.

As Chair of the Sustainability Committee, I support the Board’s

commitment to strong sustainability leadership. The committee provides

independent oversight to ensure sustainability is embedded in our

operations, strategy, governance and risk management. We continue

to monitor progress against clear priorities and targets, ensuring the

business responds effectively to evolving stakeholder and regulatory

expectations, while supporting our clients and delivering long-term value.

I would like to thank everyone at Keller for their continued work towards

oursustainability goals.

Juan G. Hernández Abrams

Chair of the Sustainability Committee and

designated Director for sustainability and ESG matters

Approved by the Board of Directors and authorised for issue on 2 March 2026.

We operate in a way that respects people and

their health, safety and environment, always

striving for zero harm. Our motivating and

inclusive culture makes us a good employer that

people are proud to work for.

An effective framework of systems and controls

ensures we manage risk and run our company well,

and we seek out partners who understand our

principles and the standards we operate by.

Building the foundations for a sustainable future

Our purpose

Profitable projects

People

Principles

Global initiatives Global initiatives

Safety Gender equality

Women in senior

leadership positions

27%

2024: 27%

Code of Business Conduct

Supply Chain Code of Business Conduct

Compliance Committee

Accident Frequency Rate,

per 100,000 hours worked

0.04

2024: 0.05

Total Recordable Incident Rate,

per 200,000 hours worked

0.54

2024: 0.55

Good governance

Read more on page 57Read more on page 34

Local initiatives Local initiatives

Quality

education

See page 44

Good health

andwellbeing

See page 38

Wider

DEI

See page 40

Partnerships

See page 58

We innovate to support more environmentally sustainable construction, actively transforming our product portfolio to help

our customers use fewer resources, reduce their carbon emissions and improve their environmental impact. Making sustainability

core to our business helps differentiate us from our competitors and helps us achieve long-term profitability and growth.

We are helping to build a sustainable future by using

less resources, reducing carbon emissions and reducing

waste across our operations. We have a positive role

in supporting our local communities, improving the

environment and wider society.

Planet

Global initiatives

Carbon reduction

CDP score

2024: B

Absolute tonnes of CO

e per £m revenue

2024: 67

Read more on page 49

Local initiatives

Resource use and

waste reduction

See page 54

Nature and tackling

pollution

See page 55

Clean water

and sanitation

See page 55

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Contents Generation - Section Contents Generation - SectionESG and sustainability

People

With global strength and local focus,

our diverse teams deliver exceptional

performance in the communities we

serve. Their skill, commitment and

care drive our success every day.

We empower our people through

a decentralised model, prioritising

health, safety, wellbeing and

inclusion. By building capability and

fostering collaboration, we create

anenvironment where everyone

canthrive and contribute to Keller’s

long-term success.

Our initiatives

35 Safety

38 Good health and wellbeing

40 Diversity, equity and inclusion and gender equality

44 Quality education, learning and development

Performance results for 2025

In 2025, Keller demonstrated continued progress in its safety performance,

as evidenced by improvements in both leading and lagging metrics. The

Accident Frequency Rate (AFR) at the end of the year stood at 0.04,

marking progress compared with the 2024 figure of 0.05. Likewise, the

Total Recordable Incident Rate (TRIR) improved to 0.54, down from 0.55

inthe previous year.

Engagement with leading indicators remains a cornerstone of Keller’s

safety culture. The organisation places significant emphasis on

maintaining a fully engaged workforce, with a strong focus on identifying

and controlling hazards throughout all stages of operations. Key metrics

underpinning this approach include leadership site safety interactions, site

and shop verifications, business unit audits, and the use of START cards,

which encourage employees to identify unsafe behaviours and address

uncontrolled hazards.

Importantly, Keller recognises and celebrates the contributions of individuals

who make a meaningful difference to safety within the organisation. The

ongoing improvement in reporting reflects the strength of Keller’s safety

culture and the high level of engagement in its safety programmes.

Safety

At Keller, safety is a value, something we do not compromise on. Our programmes encourage

engagement and involvement throughout the organisation. Leading indicators focus on

ensuring that we plan, deliver and learn from the work that we conduct.

Site worker Miranda is a 2025 Global Safety

Week Leader because she brings positive

energy to work and greets visitors with a safe

work plan. Miranda leads by example and

recently demonstrated Stop Work Authority

when encountering issues on site.”

Josh Dwyer

HSEQ Director

North America reduces

risk of hand injuries after

innovation challenge

Certain projects in North America will soon become safer and more

operationally efficient, after an employee competition to find new

ways to move steel without the need for manual handling.

The 'hands off steel' innovation challenge was launched in March

2025 to tap into Keller’s wealth of expertise and find simple methods

for moving steel that removes the risk of hand injuries. Judges

received around 50 submissions, which were assessed on criteria

including overall impact on safety and ease of implementation.

Prizes were awarded to the best three ideas.

Since then, prototypes of the winning entries have been tested and

used successfully at a driller training course and on several projects.

The innovations are now being implemented across North America

as they commit to stopping manual handling of steel later in 2026.

Case study

People

Leadership site

safety visits

Change

HSEQ site

verifications

Change

START reports

submitted

Change

assurance

visits

completed

EOY

Actions

remaining

open from

assurance

visits

Actions

closed

from

assurance

visits

Compliance

to mandatory

training

2025

EOY

2024

EOY

2025

EOY

2024

EOY

2025

EOY

2024

EOY

North America 2,698 2,547 151 2,380 2,298 82 495 322 173 2 16 14 83%

Europe and Middle East

884 875 9 970 768 202 1,660 794 866 4 15 18 62%

Asia-Pacific 365 322 43 622 348 274 13,149 99 13,050 1 0 1 95%

Group 3,947 3,744 203 3,972 3,414 558 15,304 1,215 14,089 7 31 33 82%

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continued

Focus in 2025

Throughout 2025, Keller made notable progress in the implementation of

the InSite application. The primary purpose of this tool is twofold: firstly, to

support thorough planning of work and equip teams with the necessary

information and resources; secondly, to facilitate the reporting of key

operational metrics. InSite was specifically developed with field teams

in mind, enabling the digitisation of on-site processes and significantly

reducing the reliance on extensive paperwork. By providing teams with

accurate and timely information, InSite helps ensure operational efficiency

and supports safe, informed decision-making at site level.

During the year, the use of the application was further expanded across

Europe, the Middle East and Asia-Pacific. The majority of business units

in these regions are now actively reporting into the system, marking

a significant step forward in Keller’s ongoing commitment to digital

transformation and continuous improvement in operational practices.

Workshop safety continued to be a central focus for Keller throughout

2025. During the year, we introduced and implemented a comprehensive

Group standard specifically addressing workshop safety across the

organisation. This standard was developed to ensure a consistent and

robust approach to managing risks and promoting safe practices within

allworkshop environments.

To support the successful rollout of this new standard, we conducted a

series of educational sessions designed to familiarise employees with

its content and specific requirements. These training initiatives aimed to

enhance understanding and encourage full compliance among all staff

working in or around workshop settings.

The delivery of these educational sessions will extend into 2026,

reinforcing our commitment to continuous improvement and sustained

awareness. In parallel, we have also established assurance processes to

monitor adherence to the standard and to verify that the intended safety

outcomes are being achieved. These measures collectively underscore

Keller’s dedication to maintaining high levels of safety performance within

our workshop operations.

Hand injuries remain a persistent area of concern for Keller due to

the nature of our operations. Recognising this challenge, our North

American team took proactive steps in 2025 by launching an innovation

challenge aimed at identifying and promoting working methods that

minimise hand exposure. The outcomes of this initiative were highly

encouraging, highlighting several promising approaches to reducing

hand-relatedincidents.

Building on the success of the innovation challenge, Keller will introduce the

‘hands off steel’ approach in 2026. This represents a major shift in how we

address hand safety, and we acknowledge that its introduction will bring

both significant benefits and unique challenges. Nevertheless, the North

American team is fully dedicated to ensuring the effectiveness and success

of this new approach.

Our overarching goal is to learn from the implementation of the ‘hands off

steel’ initiative in North America, with the intention of evaluating its wider

application across the organisation in the future. By doing so, we aim to

continually advance our efforts to safeguard our workforce and foster a

culture of safety innovation throughout Keller.

Keller continues to strengthen its safety culture by reinforcing the

role ofvisible leadership across diverse and challenging operating

environments. Leaders are empowered to translate Keller’s safety

principles into practical action on site, while maintaining a clear

commitment to workforce wellbeing.

This approach is exemplified by Danny Treen, Operations Director –

Major Projects, whose leadership in a remote and demanding construction

environment reflects Keller’s safety priorities.

Recognising the additional challenges associated with remote working,

Danny prioritised team wellbeing by encouraging social engagement

and activities outside working hours. This people-focused approach has

helped foster a positive and supportive Keller community beyond the

construction site, reinforcing the link between wellbeing, engagement

andsafeperformance.

Through visible leadership and innovative project management, Danny

and his team have delivered strong safety and quality outcomes, receiving

recognition both individually and collectively. Under his guidance, the

project team has also worked collaboratively with the client and other

contractors to ensure that the high safety standards expected by Keller

are consistently upheld across the wider project.

Our annual Global Safety Week took place during the first week of October

2025, providing an important opportunity for the entire organisation to

focus on safety culture and best practices. The theme for this year was

Engage, Learn, Prevent, with particular emphasis on fostering a proactive

safety culture, promoting leading indicators, and enhancing risk awareness

among all employees.

The week featured a comprehensive programme of activities and

communications designed to reach staff across all levels and locations.

These included briefing presentations, informative emails, interactive

webinars, educational videos, impactful posters, toolbox talks, and

recognition of safety leaders. Each day was dedicated to a specific safety

topic, ensuring a structured and targeted approach:

• Monday: The focus was on effective leadership and meaningful safety

interactions at site level, highlighting the importance of leaders actively

engaging with their teams to reinforce safe practices.

• Tuesday: Attention shifted to project safety planning, including the

critical steps required for thorough pre-mobilisation inspections. This

ensured that all safety considerations were addressed before work

commenced.

• Wednesday: The day centred on delivering engaging daily safety

briefings, equipping teams with practical guidance to make these

discussions more interactive and impactful.

• Thursday: The importance of identifying and reporting near misses was

underscored, with a particular focus on the use of START cards and the

reinforcement of our commitment to Stop Work Authority, empowering

employees to halt work where necessary to prevent harm.

• Friday: The week concluded with messages of thanks to the

organisation and special recognition of those who demonstrated

exemplary safety leadership throughout the year.

This structured approach to Global Safety Week reinforced Keller’s

dedication to safety, encouraged active participation, and supported

ongoing efforts to nurture a strong, proactive safety culture across

all our sites worldwide.

Key focus areas for 2026

Following analysis of both incidents that have occurred and the

outputs from our assurance programme, we have identified several

priority areas for 2026. These areas are aimed at strengthening safety

procedures, enhancing team knowledge, and ensuring effective

response to emerging risks across all business units.

Consolidation of rig operator standards

We will bring together the rig operator standards that currently exist

across various business units and develop a unified Group standard.

This consolidation will help ensure consistency and elevate the overall

standard of rig operation throughout the organisation.

Sharing best practices and targeted assurance

Best practices identified during previous assurance visits will be

shared across the Group. Future HSEQ (Health, Safety, Environment

and Quality) verifications will be targeted towards key priorities, with

an ongoing commitment to enhancing team knowledge in these

critical areas.

Reinforcement of emergency response processes

We will strengthen our emergency response protocols and introduce

new features within InSite to prompt correct actions during incidents.

These enhancements aim to ensure a swift and effective response in

emergency situations.

Focus on critical tasks and established safety controls

A strong emphasis has been placed on four critical tasks, with a

commitment to maintaining the robust safety controls already

established. This continued focus forms the cornerstone of our safety

strategy and is supported by several targeted initiatives.

Key safety initiatives

'Hands off steel' in North America: We are reinforcing strict hands-off

policies for steel handling, prioritising safe practices to prevent injuries.

Cage handling and secondary retention: Attention remains on safe cage

handling, complemented by the introduction of secondary retention

requirements to further reduce risk during lifting operations.

Short and visual procedures for working around pressure: Concise,

visual procedures are being produced to guide teams in tasks involving

pressurised systems. These resources will be delivered creatively

and made available at all job sites for maximum accessibility and

understanding.

Controlled access and exclusion zones: We are ensuring that access to

hazardous areas is strictly controlled, and exclusion zones are properly

marked and enforced. Where appropriate, technological advancements

will be utilised to enhance the effectiveness of these controls.

Awareness and support measures

Active participation in Global Safety Week activities will continue,

reinforcing a strong safety culture throughout the organisation.

Regular safety verifications will be conducted to ensure ongoing

compliance with established safety protocols.

Quick awareness sessions are being implemented to keep safety

considerations at the forefront of daily operations for all team

members.

Project safety planning guidance will be disseminated to all relevant

personnel, helping to embed safety considerations into project

workflows from the outset.

Induction materials are being enhanced to improve the onboarding

experience and ensure every individual understands the organisation's

safety requirements from day one.

Operations Director Danny Treen

promotes practical safety innovation

while remaining closely engaged with his

team, ensuring that safety expectations

are clearly understood and consistently

applied.”

John Raine

Chief HSEQ Officer

People

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Our focus in 2025

In 2025, Keller strengthened its focus on health and wellbeing by building

on physical safety and expanding support across mental, emotional, social

and financial wellbeing. Recognising the demands of our industry and

the diverse needs of our workforce, we prioritised initiatives that improve

access to care, foster connection and support long-term resilience across

all regions.

New global Employee Assistance Programme

Keller continued to provide 24/7 Employee Assistance Programme (EAP)

access across regions through Workplace Options, offering confidential

support, mental health resources and wellbeing education for employees

and their families. Globally, we expanded wellbeing webinars, addressing

financial wellbeing, coping during challenging times and managing family

relationships, reinforcing our whole-person approach.

Across APAC, wellbeing initiatives continued to evolve to reflect diverse

workforce needs. Business units promoted wellbeing through inclusive

events, community activities and leadership engagement, supported

byregular HR outreach, pulse surveys and wellbeing communications.

InSingapore, Mental Health Awareness workshops and industry-certified

peer-to-peer wellbeing training equipped employees and supervisors

to recognise distress and provide early support, particularly for

migrantworkers.

In EME, employees continued to access Workplace Options alongside

wellbeing webinars covering a wide range of topics to support health

andresilience.

Connection, recognition and community

Recognising and celebrating our people remains central to Keller’s

culture. In North America, service milestones from five to 55 years were

recognised, with 523 employees celebrated and 20 retirees honoured

through the Retirement Recognition Programme. Across EME, long-

service awards were extended to recognise five years of service, ensuring

contributions across generations were acknowledged.

Community and connection were further strengthened through regional

initiatives. In EME, social and community-building activities included

events such as the Keller Football Cup in Berlin and the Keller Ski Cup in

Austria. Across APAC, engagement activities and site outreach sessions

helped strengthen connection and reinforce a culture where people feel

supported, valued and able to perform at their best.

continued

Good health and wellbeing

Our people’s safety, health and wellbeing remain central to how we operate. Building on strong

foundations in physical safety, we continue to broaden our focus to all aspects of wellbeing,

supporting mental, emotional and financial health alongside everyday work and life demands.

This commitment strengthens resilience, enhances performance and ensures our people feel

supported, valued and able to thrive.

Mind

“Being emotionally healthy and

resilient – positive attitudes to life

and its challenges”

Body

“Being at your best physically by

keeping fit, eating and sleeping well”

Growth

“Being empowered and supported in

your career – positive work experiences

that produce pride, fulfilment, meaning

andhappiness”

Community

“Being connected – building positive relationships

with each other and our communities”

Financial security

“Being financially fit – managing your money

well for greater security”

Our goal

To create an environment to

supporteveryone’s mental health

andresilience to life’s events

Our goal

To encourage balanced and

healthy lifestyles and the ability

to thrive in life

Our goal

To encourage career conversations and

growth opportunities that help everyone

reach their full potential

Our goal

To build a sense of belonging in the workplace and create

opportunities for shared positive experiences

Our goal

To provide educational tools and resources to help everyone

manage their day-to-day finances and prepare for the future

Our Foundations of Wellbeing

Case study

Keller Singapore has long placed wellbeing for both local and migrant

workers at the heart of its operations. In fact, Keller’s approach is

held up as a shining example to other firms in Singapore.

Since winning an award from the Workplace Safety and Health

Council in 2023, Keller has worked closely with the organisation

to share best practice, with wellbeing initiatives featuring in

the Council’s widely used handbook on supporting employees’

mentalhealth.

“We believe that a caring, inclusive and future-ready workplace is

essential for both business excellence and social responsibility,”

says Rosalind Leong, Chair of the Wellbeing Committee. “Our

holistic approach to wellbeing and sustainability ensures that every

employee is valued, supported and empowered to thrive.”

Wellbeing at Keller Singapore is continuously monitored and

promoted through check-ins and surveys, a wellbeing newsletter,

extensive benefits, wellness talks and a multilingual employee

assistance programme. Mental health awareness workshops and

training allow employees to recognise signs of distress and support

each other.

Many of the workforce are from other countries. So as well as the

demands of the job, they also have to adapt to a different culture

and get used to living away from their families in dorms.

In 2025, Keller Singapore received a Community Care Partnership

Award in recognition of its commitment to caring for migrant

workers, while Senior Supervisor Rasel Sheikh won a Peer Support

Leader Award for his efforts helping other workers. The awards were

given by HealthServe, a charity that advocates for migrant workers,

and presented by Singapore President Tharman Shanmugaratnam.

Keller Singapore achieves

industry recognition for

commitment to wellbeing

People

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Diversity, equity and inclusion

(DEI) and gender equality

Diversity, equity and inclusion are fundamental to how we operate as a global leader. Our Inclusion

Commitments create a workplace where employees feel valued and empowered, strengthening

our culture and supporting our business strategy worldwide.

Case study

In 2025, Keller North America launched its first divisional

engagement survey – a key step in listening to our teams,

understanding their experiences and identifying ways to further

strengthen engagement and performance.

The survey achieved an overall engagement score of 79%, with a

46% participation rate. Questions covered six key areas – Company

Confidence, Growth and Development, Manager, Your Role, Culture

and Leadership – aligning to the pillars of our People Strategy: Align,

Attract, Grow, Retain and Planning. Results confirmed a strong

sense of pride and loyalty in Keller and showed that employees

clearly see how their work contributes to the broader strategy

andbusiness success.

The survey also highlighted the importance of personalised

development plans, which we have already begun to address. To

deepen our understanding, we hosted eight focus groups across

North America, bringing together employees from a wide range

of functions, roles and regions. These sessions provided honest

feedback on experiences, challenges and ideas for improvement.

The goal of this work is to ensure that the employee voice informs

meaningful, actionable improvements, supporting a high-

performing, highly engaged workforce.

Listening to our people –

engagement survey and

focus groups

Recent progress

Notable progress during 2025 is summarised as follows

under each of our Inclusion Commitments:

Conscious leadership

Improve accountability through

inclusive and conscious leadership.

By empowering and equipping our

leaders to excel in this space.

• Launched BRICK (Building Respect, Inclusion and Community at Keller)

in North America, establishing a formal Inclusion Advisory Board to

strengthen accountability and inclusive leadership.

• Reinforced expectations for respectful leadership and psychological

safety through Construction Inclusion Week.

• Positioned DEI as a leadership priority in EME management discussions,

engaging business unit leaders, People teams and Keller Women in

Construction (KWIC) representatives.

• Strengthened leadership accountability for inclusive culture through

clear behavioural expectations and follow-up actions.

Listen

Listen and engage with our workforce.

Through employee-led networks and

workforceengagement opportunities.

• Launched Keller North America’s first divisional engagement survey,

achieving a 79% engagement score with 46% participation.

• Conducted eight focus groups across North America to deepen

insightand identify priority actions.

• Completed employee surveys across all EME business units,

withresults shared directly with business unit management.

• Used surveys, focus groups and feedback mechanisms to

captureemployee insights across regions.

• Reinforced commitment to acting on employee voice through

clearfollow-up actions and ongoing dialogue.

Inclusion commitment

Empower

Empower and invest in our workforce.

By creating an environment of continuous

learning and development to support our

people in reaching their full potential.

• Launched a 12-month KWIC mentoring programme in EME to

supportfemale talent through career development and senior

leadership sponsorship.

• Recognised colleagues who model inclusive behaviours through

theTeam Builder Award in North America.

• Used engagement survey insights to identify opportunities for

personalised development planning, with actions under way.

• Expanded mentoring and targeted development initiatives to

supportinclusive career progression across regions.

Celebrate

Celebrate our differences and all that unite us.

Through earmarking key global events that

represent the breadth of our workforce.

• Launched the Team Builder Award in North America, receiving over 100

nominations recognising colleagues who model respect and inclusion.

• Celebrated inclusive behaviours and role models through Construction

Inclusion Week.

• Continued recognition of diversity through KWIC-led initiatives and

visible leadership support across regions.

Evolve

Continue to evolve as the employer

ofchoice in our industry.

To attract, inspire and retain a more diverse

group of talent.

• Positioned diversity, equity and inclusion as a differentiator in talent

attraction within EME, responding to demographic shifts and tightening

labour markets.

• Strengthened employer branding to attract and retain a more diverse

talent pool.

• Continued progress against FTSE Women Leaders Review

recommendations, including Board and Executive Committee

genderrepresentation.

• Maintained focus on fair pay and opportunity through ongoing gender

pay gap monitoring and reporting.

Partner

Partner with ‘like-minded’ organisations

through inclusivity.

To drive necessary change in the industry.

• Continued collaboration with industry-wide initiatives such as

Construction Inclusion Week to promote inclusive practices across

theconstruction sector.

• Strengthened partnerships between People functions and KWIC

committees across North America and EME to align DEI priorities

andactions.

• Advanced inclusion through external partnerships with industry and

community organisations.

Inclusion commitment

continuedPeople

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2024: 33% (3)

Board members

2025

37.5%

(3)

Notes

All data as at 31 December 2025.

2024: 27% (3)

Executive Committee

2024: 12% (1,159)

Total workforce

2025

12%

(1,210)

2025 – Female 2024 – Female2025 – Male 2024 – Male

2025

27%

(3)

Gender diversity data

While gender equality remains a key focus, we embrace a broad definition of diversity that reflects

the varied backgrounds, cultures and experiences across Keller. Representation matters, and

our ambition is to build balanced teams. We continue to monitor gender diversity across the

organisation to identify where additional focus is needed to attract and retain diverse talent.

In 2025, Keller submitted its data to the FTSE Women Leaders Review, an

independent, business-led framework that provides recommendations

to improve female representation on the boards and leadership teams of

FTSE 350 companies and the UK’s largest organisations.

The review recommends a voluntary target of 40% female representation

on boards and leadership teams, alongside the expectation that at least

one key leadership role, such as Chair, Senior Independent Director, CEO or

Finance Director, is held by a woman.

As at 31 December 2025, female representation on the Board was 37.5%

and Baroness Kate Rock is our Senior Independent Director.

Female representation on the Executive Committee was 27% at year end.

Additional information may be found on page 128 of the Nomination and

Governance Committee report.

Female representation

Gender pay gap

Keller is committed to providing open and detailed information about

its gender pay gap. The results alongside pertain to Keller Limited, a UK

subsidiary of Keller Group plc.

The industry suffers from a lack of female representation with fewer

women entering at graduate level and even less so working on sites.

Thereare a number of actions Keller Limited are taking to attract and

retainmore women in the industry, including:

• Working with several universities, particularly those offering an MSc

in Geotechnical Engineering and Degree Apprenticeships in Civil

Engineering to attract young professionals to the sector.

• A full review of its family-friendly policies including maternity and

paternity and introducing enhanced parental pay for its employees.

• Launching its menopause policy and menopause guidance with

certified menopause trainers delivering a webinar on menopause in

theworkplace.

• Working towards Leaders in Diversity status with part of the process

involving employee feedback via surveys and focus groups, a review

of recruitment, induction, procurement and tendering processes

toassess whether diversity, equity and inclusion is incorporated,

andawareness training through DEI toolbox talks and unconscious

biastraining.

• Supporting the EME Keller Women in Construction (KWIC) mentoring

programme and broader KWIC initiatives to attract younger

generations to consider a career in geotechnics.

• Undertaking annual assessments to ensure gender pay parity.

We recognise that increasing representation is essential to narrowing the

gap and remain committed to sustained progress.

Mean UK gender pay gap

16.19%

(2023/24: 24.57%)

Median UK gender pay gap

11.67%

(2023/24: 21.13%)

Mean bonus gender pay gap

52.58%

(2023/24: 56.64%)

Median bonus gender pay gap

53.32%

(2023/24: 47.69%)

Case study

This year saw the launch of the Keller Women in Construction (KWIC)

mentoring scheme in our EME Division, following its established

success in Asia-Pacific.

The scheme matched 23 women from Europe and the Middle East

with senior employees of any gender. In lightly structured, monthly

conversations, mentors listen, offer advice and share their own

experiences to support mentees’ development.

During the sessions, mentees get the chance to openly discuss their

career and aspirations, gain fresh ideas and build greater confidence

and resilience. The meetings are also advantageous for the mentors,

who can develop their leadership, communication and coaching skills.

The Asia-Pacific Division’s mentoring scheme launched in 2024 and

quickly proved to be hugely successful, having an impact beyond the

programme itself. Some mentees developed ongoing personalised

career development plans, while others used their new professional

relationships to seek technical advice on their projects.

Other mentees were able to apply effective client-relationship

strategies learned from their mentors or leverage their senior

counterpart’s experience, using them as a trusted sounding board.

The mentors themselves praised the scheme for giving them practical

insights into adapting their communication and leadership styles.

“After several months of planning, we’re delighted to bring the mentor

scheme to more of our people,” says Clare Waldron, KWIC EME Chair.

“KWIC’s four strategic pillars are to Attract, Inspire, Support and

Develop, and this sort of programme delivers under all of them. We look

forward to finding out how the mentees and their mentors get on.”

Successful mentoring scheme expands

to Europe and Middle East

I’m incredibly proud of Keller Women in

Construction EME matching 23 female Keller

employees with a mentor in 2025. Having a

mentor is fundamental to helping towards

retaining our talent.”

Clare Waldron

KWIC EME Chair

continuedPeople

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EME extended its range of Keller Academy training programmes to a new

advanced leadership programme for senior leaders. Supporting our field

engineers with a practical entry-level leadership training programme and

the now well-established Geotechnical Construction Project Management

Training programme, we equipped the participants also with experience

from our highly motivated internal trainers. These training modules were

complemented by further modules such as Keller's Counsellor Sales

Process, which seeks to increase Keller’s capability in winning higher-

quality work from clients, and a Finance for Engineers programme, giving

engineers context on how their decisions impact the company’s financial

results. In addition, we launched a pilot using an e-learning platform for

more than 150 participants, with good feedback. Further training courses

are provided by the business units in local languages. Evaluations show that

all the offerings have been well received by participants and have helped

improve their skills.

North America delivered two Foundations of Leadership programmes

and two sessions of the Keller Counsellor Sales Process. The division

also delivered three Field Leader Fundamentals programmes and is

concluding an effort to deliver a new Project Manager Fundamentals

programme, replacing earlier programmes that were no longer aligned

withdivisionalneeds.

The Learning and Development team in North America supported training

for both small and large diameter drillers and launched a new virtual

curriculum for new people managers. The team provided design and

delivery support to several key e-learning and compliance training initiatives

and expanded its facilitation of team-building sessions featuring the DiSC

model with leadership teams across the division.

In a fast-moving, project-driven environment, learning on the job is

essential. The ability to adapt, make decisions in uncertainty and draw on

experience gives us a competitive edge. To sustain this advantage, we

continue to invest in leadership development and in building functional

skillsat scale.

Our approach focuses on two key areas: growing leaders at every level, and

using global competency frameworks to build technical and operational

expertise in the roles that matter most.

Global learning and development programmes

Keller’s ability to achieve its business strategy relies on the expertise, skills

and experience of its employees. In 2025, we concluded an effort to build

competency frameworks for a selection of roles critical to the day-to-day

operation of the business. These frameworks help us deliver fundamental

skills and knowledge to key employees across the Group, enabling them to

maximise their on-the-job learning in a consistent way.

We also implemented a new global development programme targeting

branch leaders and senior operational leaders. Based on the competency

framework for profit and loss leaders, the Strategic Leadership Blueprint

is a blended programme that combines cutting-edge online content from

internationally recognised business schools and universities with Keller-

hosted application sessions.

The programme features core modules on strategic leadership, business

finance and employee development, supported by dedicated leadership

coaching. Its structure has been designed to deliver high-value learning at

scale across a diverse geographic footprint.

Divisional learning and development

In APAC, learning and development in 2025 was closely aligned to the

division's growth strategy, with a strong focus on building sustainable

capability across business development, engineering and operations.

In India, structured competency frameworks were embedded across

business development, engineering, project management and field

leadership roles, supported by targeted hiring, graduate and early-career

programmes. We also engaged in partnerships with academic institutions

such as IIT Madras to develop a short training course for design engineers

tailored to Keller’s needs. In Austral, comprehensive competency

frameworks were launched across engineering and project management

roles, supported by improved performance appraisal processes,

leadership and high-potential programmes, and funded traineeships to

strengthen the supervisor pipeline. Keller Australia continued to invest in

experiential learning through its structured two-year graduate programme,

leadership and succession planning workshops, and the rollout of internal

programmes such as the 'Keller Ways of Working – Project Delivery & HSEQ

Awareness' workshop. Together, these initiatives reflect a coordinated

APAC approach to building technical expertise, leadership capability and

long-term talent pipelines.

Emerging talent

Finding and retaining top talent remains a cornerstone of our People

Strategy. In Q4 2025, North America hosted its first NextGen Construction

Summit, marking a major step forward in engaging emerging talent.

More than 600 students expressed interest, with 75 juniors and seniors

selected to attend from construction management, civil engineering and

environmental engineering programmes. The summit showcased Keller as

an employer of choice and included hands-on experiences such as a Keller

Gives Back project, where students built 15 prosthetic hands for donation.

The event generated strong feedback and resulted in several participants

joining Keller, setting a new benchmark for early-career engagement.

Beyond recruitment, North America continued to invest in development

through technical, leadership and people manager programmes, supported

by mentorship, high-potential development and participation in the Strategic

Leadership Blueprint. The Pitcairn Scholarship also supported continued

education, with one internal and one external award made in 2025.

Across APAC, early-career development remained a priority. Australia

expanded its structured two-year graduate programme and strengthened

supervisor pipelines through funded traineeships and targeted pathways.

India continued to onboard graduate engineers across engineering,

operations and business development, supported by cross-business

exchanges and international secondments to build future capability

acrossthe region.

Quality education, learning and development

Keller’s greatest differentiator is our people. In a fast-moving, project-driven environment,

we invest in leadership development and critical skills at scale, usingcompetency frameworks

to build capability and expertise at every level.

Case study

Hundreds of students in India are learning in safer, more inspiring

schools – thanks to Keller’s commitment to improving education in

the country.

As part of its corporate social responsibility initiative, in 2025, Keller

India helped improve four schools near to its offices, yards and project

sites, donating money to revamp spaces for almost 1,500 pupils.

In partnership with charity Bhumi, Keller paid to refurbish dilapidated

classrooms, upgrade furniture and teaching equipment, provide

better access to clean drinking water, and install solar panels and

rainwater harvesting systems.

The schools chosen included two close to Keller’s Noida office, one

in Mundra near a large project site, and one in Chennai, where a yard

employee had been educated.

“Seeing the smiles of students and teachers as they stepped into the

renewed classrooms was a special moment,” says J Subramanian,

People Director Asia. “It reminded us all that every effort towards

education is an investment in a brighter future. We look forward to

helping more schools.”

Education is a cornerstone of Keller India’s CSR strategy and the

projects align with the wider Keller Group’s commitment to the

UNSustainable Development Goals – Quality Education and Good

Health and Wellbeing.

Keller helps transform Indian schools

Keller India’s CSR programme has supported its local communities in

a number of other ways in 2025, notably through treeplanting efforts.

Employees volunteered to plant 2,400 native saplings at Vannan Eri,

an urban lake in the Chennai suburbs, followed by a successful tree

planting drive (alongside their families) at the Asola Bhatti Wildlife

Sanctuary, Delhi.

continuedPeople

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Values and behaviours

A strong organisational culture is the foundation for sustainable growth. At Keller, our culture shapes how people work together, influences decision-

making and drives engagement, innovation and performance. When culture is aligned with strategic objectives, it creates a shared sense of purpose

thatempowers employees, strengthens collaboration and helps the organisation adapt and thrive in a changing environment.

In 2025, we introduced a refreshed set of four values – Safety, People, Excellence and Integrity – which capture both who we are and who we aspire to

become. These values, and their associated behaviours, build on the core principles that have long guided our company, ensuring consistency in how

wework and interact while laying the foundation for future growth.

By embedding these behaviours into everyday actions – prioritising health and wellbeing, fostering collaboration and accountability, striving for continuous

improvement, and modelling transparency and fairness – we create a culture that reflects our heritage and equips us for a rapidly changing world.

Together, these values and behaviours will help us deliver on our purpose and strengthen our position as an industry leader.

Safety

We do not compromise

on health and safety

Excellence

We consistently deliver

high performance

People

We grow and value

our people

Integrity

We always do

the right thing

• We demonstrate concern

for each other's safety,

health and wellbeing.

• We take the time to

identify risks, ensure

they are controlled and

communicated.

• We learn and improve to

ensure our standards are

industry leading.

• We grow our people

through feedback and

coaching.

• We empower our people

through responsibility and

accountability.

• We pursue continuous

improvement for high-

quality outcomes.

• We deliver results with

persistence and tenacity.

• We model commitment

and professionalism in

every action.

• We build trust through

reliability, transparency

andfairness.

After a successful pilot, Keller North America’s field

engineer/project engineer development programme

has been expanded to give more ambitious entry-level

engineers a clear path to career advancement.

The two-year programme – believed to be the largest entry-level

training course run by any US geotechnical contractor – is designed

to build technical expertise, strengthen leadership skills and prepare

engineers for the next step in their career.

Throughout the course, engineers build core competencies in

areas such as project execution and site operations, geotechnical

fundamentals, estimating and cost control, risk management and

safety, and leadership and communication.

New field and project engineers are automatically enrolled on the

programme and follow a structured learning path with e-learning

modules coupled with on-site training. Each participant is supported by

a more experienced engineer and also learns about other critical areas

such as project management, design and HSEQ.

Towards the end of the programme, engineers will explore their next

career step, which could be a promotion to assistant project manager, a

chance to specialise in a certain area or move into a field leadership role.

An advantage for Keller and our people

First piloted in Keller North America's South Central Business Unit, the

development programme was led by a strong partnership between

engineering/project management and human resources.

“Field and project engineers play a critical role in our business and

are often the starting point for careers in geotechnical engineering,”

says Joe Cavey, Vice President Contracts Management. “Part of the

programme places emphasis on making sure engineers are exposed to

as many techniques as possible and experience the most well-rounded,

hands-on training we can provide.

Development programme prepares

new engineers for career success

Case study

Field and project engineers play a critical

role in our business. By setting them up

for success from day one, we create an

advantage for both Keller and our people.”

Joe Cavey

Vice President Contracts Management

“From there, we see our young engineers grow into leaders who make

asignificant impact across the organisation. By setting employees up

for success from day one, we create an advantage for both Keller and

our people.”

Shannon Price, Senior HR Business Partner, says the programme helps

Keller North America recruit and retain the best young engineers.

“The development programme is an investment in our employees’

careers and in giving them the tools they need to succeed. From a

recruitment standpoint, it shows that Keller values development and

understands what it takes to grow talent. From a retention perspective,

it creates a built-in support system by connecting peers in similar

roles with experienced mentors who can help navigate challenges

andcelebrate wins along the way.”

The development programme was recently adopted by North Pacific.

Further expansion across the division is being explored.

continuedPeople

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Directly within Keller

Yard and office

electricity

Transport

and travel

Site waste

Diesel –

other equipment

On-site

diesel – rigs

In supply network

Scope 1 Scope 2

Net zero 2040 Net zero 2030 Net zero 2050

Scope 3

Materials

Planet

We are building a sustainable future by reducing

carbon emissions across our operations, using less

resources, avoiding waste and optimising our water use.

Planet

Our initiatives

49 Carbon reduction

54 Resource use and waste reduction

55 Nature and tackling pollution

55 Water use

Carbon reduction

Keller has net zero targets which cover our

direct emissions (Scope 1), our indirect

emissions from electricity use (Scope 2)

and emissions from business travel, waste

disposal and material transport (Scope

3 Operational). These targets represent

Keller’s commitment to the planet as we

build the foundations for a sustainable future.

These absolute targets will help us mitigate future climate-related risks and

recognise climate-related opportunities. We divide our emissions targets

using the scopes set out in the GHG Protocol. These targets and our

current performance are set out in the following section. The timeframe

and lagging targets we set for each net zero commitment reflect the size

and the level of control we have over each emission scope (see below).

Toachieve these targets, we have set multiple internal leading targets,

builtaround our carbon hierarchy (see overleaf).

This explains that, after we work through the hierarchy to eliminate,

reduceand substitute emissions, we may offset our remaining emissions

as a last resort.

Relative size of our emissions (approximate)

Scope Net zero target More information

1 Net zero by 2040 Page 52

2 Net zero by 2030 Page 53

Net zero by 2050 Page 53

1 Operational.

Case study

Stone columns and

vegetable oil make for

one of Keller’s lowest-

ever carbon projects

Promoting ground improvement techniques over traditional

foundation piles – along with a fuel made from waste vegetable

oil – has resulted in a significant reduction in carbon emissions on a

major project in the Netherlands.

EVO Park is a proposed new logistics park in Weert that promises

environmentally friendly features, including solar panels and a sedum

roof. But sustainability is also a key factor for the construction, as

Marcel Mertens, Branch Manager, explains.

“The most common solution in the Netherlands for projects such

as this is concrete piles. But since Keller came into the market,

we’ve opened many people’s eyes to more environmentally friendly

techniques.”

“For this project, we proposed stone columns, which are among

our most sustainable products. They involve creating densely

compacted columns of gravel or other natural aggregates,

eliminating the need for concrete or grout and significantly reducing

cost and the carbon footprint.”

For EVO Park, gravel was sourced from a local supply just 20km away.

The first part of the project was completed in April 2025, with the

Keller team installing almost 10,000 stone columns. A second phase

will start later in 2026 and involve another 2,000 columns.

Fossil-free fuel

The team also used hydrotreated vegetable oil (HVO) in two of its

newest rigs. The oil is a fossil-free alternative to diesel that saves up

to 90% of total lifecycle emissions.

“Although we’ve trialled HVO on smaller projects, this has been the

biggest test so far,” Marcel adds. “We experienced no problems at all

and have now committed to using it in all our equipment wherever

possible.”

“With increasing demand for sustainability on construction projects,

Keller is well placed to help our clients reach ever-higher levels of

certification.”

Global priorities

49Strategic report Governance Financial statements Additional information48 Keller Group plc Annual Report and Accounts 2025

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North America 2025

EME 2025

APAC 2025

North America 2024

EME 2024

APAC 2024

0 20,00010,000 40,000 90,00080,00070,00060,00050,00030,000

Oil 1,280

Equipment diesel 172,175

Natural gas 1,398Vehicle diesel 28,588

LPG 444

Vehicle petrol 14,787

Electricity market-based 2,652

Biofuel 66

Legend and 2025 totals (tCO

continued

Overall performance

This year, Keller’s overall Scope 1 and 2 emissions increased. This mostly

reflects increased work carried out across the Group. We place more

focus on the carbon intensity of our operations, measured in tonnes of

equivalent per million revenue. This carbon intensity also increased,

mostly due to our product mix, foreign exchange rates and a small

improvement in reporting. For more information on these emissions, as

well as our decarbonisation plans, see pages 52 and 53.

Third-party assurance statement

This year, Keller switched to using Watershed’s CEDA database,

improving our calculations with regional and residual emission factors.

Given this change in methodology, we have restated our 2024 Scope

1 and 2 emissions. This resulted in an increase in market-based

emissions of 5.6%. Even though this is below our limited assurance

materiality threshold, we believe updating our disclosure is important

fortransparency.

As in previous years, Keller conducts annual third-party verification of

our emissions data. This verification process is compliant with the same

consolidation rules as are applied to our financial accounting. This is

consistent with the approach used in the ISO 14040 series and reflects

the impact we have on overall emissions in our entities. All emissions

provided are in tonnes of CO

equivalent, combining greenhouse gas

emissions using the methodology from the Intergovernmental Panel on

Climate Change (IPCC) assessment report 4 (AR4).

Independent verification, in accordance with best practices required by

ISO 14064 Standard, on the Scope 1 and Scope 2 GHG accounts has

been provided by UL Solutions. Their summary opinion is provided here

(full opinion and recommendations are available on request).

Based on the data and information provided by Keller and the processes

and procedures conducted, UL Solutions concludes with limited assurance

that there is no evidence that the GHG statement:

• Is not materially correct and is not a fair representation of GHG data and

information.

• Has not been prepared in accordance with related International

Standards on GHG quantification, monitoring and reporting, or to

relevant national standards or practices.

CDP

As in previous years, Keller disclosed our climate change performance to

CDP. CDP assesses the carbon intensity of Keller’s operations, as well as

our ability to identify and mitigate climate-related risks and opportunities.

In 2025, we achieved a score of B. This is the same as in 2024, with Keller

remaining above the global average CDP score of a C. Since this CDP score

reflects our progress in 2024, the score does not include our progress on

Scope 3 and wider TCFD improvements. For more on our climate risks and

opportunities and TCFD, see pages 84 to 100.

The carbon hierarchy

The carbon hierarchy helps us prioritise carbon-saving initiatives. We begin by focusing on eliminating emission

sources entirely, such as using ground improvement to remove the need for any cement or steel. After eliminating,

we then look to reduce our emissions, focusing on design optimisation and efficiency to reduce material volumes.

From there, we look to substitute emission sources, trialling lower-carbon materials and equipment. Only once we

have worked through this entire hierarchy will we look at compensating for our emissions as a future last resort.

Eliminate emissions

completely

eg eliminate concrete, cement and steel,

Teams instead of travel

Reduce emissions

eg reduce number of piles and pile diameter,

improve process and design efficiency

Substitute emission sources

eg low-carbon cements, recycled steel/

aggregate, biofuels and electric power

Compensate

eg carbon-negative solutions,

carbon offsetting (‘carbon credits’)

Eliminate

Reduce

Compensate

Substitute

Overall performance and verification

Group 2025 2024 2019 (baseline)

Energy use MWh 908,524 827,440 811,881

Scope 1 tonnes CO

e 218,736 200,396 198,289

Scope 2 (market-based) tonnes CO

e 2,652 3,577

Scope 2 (location-based) tonnes CO

e 5,321 5,712 9,159

Total Scope 1 and 2 (market-based) tonnes CO

e 221,389 203,973

Total Scope 1 and 2 (location-based) tonnes CO

e 224,057 206,108 207,448

Absolute Scope 1 and 2 tonnes of CO

e per £m revenue 71 67 90

Estimated Scope 3 tonnes of CO

e 3,317,709 3,053,184

Keller UK 2025 2024 2019 (baseline)

Energy use MWh 14,848 12,815 16,724

Scope 1 tonnes CO

e 3,464 3,131 3,915

Scope 2 (market-based) tonnes CO

e 0 0

Scope 2 (location-based) tonnes CO

e 51 60 265

Total Scope 1 and 2 (market-based) tonnes CO

e 3,464 3,131

Total Scope 1 and 2 (location-based) tonnes CO

e 3,515 3,190 4,180

Absolute tonnes of CO

e per £m revenue 41 32 64

Scope 3 business travel tonnes CO

e 978 1,433

2024 Scope 1 and 2 emissions are restated to reflect changes in our methodology. Further detail is set out on page 50.

Note that some of the fuel we use in our equipment is purchased by the main contractor or client and we are currently unable to report on these emissions due to difficulties with collecting accurate data.

Keller Group 2025 and 2024 greenhouse gas emissions (tCO

Planet

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100

2020 20212019 2026 202820242022 2023 2025 2027 2029 2031 2033 2035 2037 2039

tCO

e/£m revenue

tCO

2030 2036 203820342032 2040

250,000

200,000

225,000

150,000

125,000

25,000

175,000

50,000

100,000

75,000

Scope 1/£m line to net zero Scope 1/£m

2019 2023 20262021 2025 20292020 2024 20282022 2027 2030

tCO

Scope 2 market-based absolute emissions

10,000

2,000

4,000

6,000

8,000

Scope 2 Scope 2 line to net zero

Scope 1 absolute

Methodology improvement

Scope 1: Direct emissions

Scope 2: Indirect emissions from electricity

Scope 3: All other indirect emissions

Scope 1 covers our direct emissions. These mostly arise from our use of

fuel in our site equipment, drill rigs and Keller vehicles. Absolute Scope

1 emissions are highly dependent on the number and type of projects

completed annually. Both our total Scope 1 emissions and our Scope 1

per £m revenue increased in 2025. This meant Keller’s leadership did not

meet their remuneration target for achieving a 5% reduction in Scope 1

per £m revenue compared to 2024.

This increase in our Scope 1 carbon intensity mostly comes from

the product mix of the Group. Alongside improved reporting of fuel

provided for free by our clients and foreign exchange rates, large ground

improvement projects in the Middle East, Nordics and Asia particularly

impacted this relative metric. Since aggregate is cheaper than cement

or steel, it brings in less revenue for similar fuel use. Therefore, whilst

lower in terms of Scope 3, more ground improvement projects result in

a higher tCO

e/£m revenue.

Despite this increase, we implemented a number of initiatives to reduce

our Scope 1 carbon intensity. These were focused around the three

stepping stones set out in our equipment decarbonisation strategy:

efficiency improvements, alternative fuels and alternative equipment.

All these initiatives are needed to decouple our growing work from

absolute Scope 1 emissions and ultimately reach net zero by2040.

In terms of efficiency, we conducted a carbon-saving initiative in almost

every business unit in 2025. These case studies spanned from battery

energy storage system trials to right-sizing of equipment, based on local

availability and demand. We have collated these case studies together

to share in next year’s Sustainability Week, outlining the cost and carbon

savings from each improvement.

In terms of alternative fuels, in 2025 we doubled our use of HVO

biofuels, particularly increasing our use in North America as well as

EME. This reflects growing legal requirements to use these fuels, as

well as increasing demand from clients who are willing to pay a premium

for a lower-carbon project. These also represent a stepping stone to

decarbonise our existing equipment, before we are able to switch to

alternative equipment.

In terms of alternative equipment, we use electric rigs where we can.

As well as decreased emissions, these electric rigs have the additional

benefit of being run off mains power, including reduced noise, fewer

moving parts for maintenance and, with no tailpipe emissions, the

ability to use them in confined spaces. Whilst not yet practical for all

greenfield sites, they are technology that we are exploring further.

Further electrification development is also ongoing at KGS, our in-

house specialist rig manufacturer. All the rigs we produced in 2025

were electrohydraulic or fitted with the latest tier 5 engines.

Although most of our emissions come from our site equipment and

rigs, our vehicle fleet is also a large source of Scope 1 emissions.

Therefore, in North America, where vehicle emissions are largest, we

have maintained the company car reward scheme for those choosing

electric and hybrid vehicles. In many of our European business units,

we continued to set minimum car scheme requirements to improve

airquality and reduce emissions.

Net zero by 2040

Net zero by 2030

Net zero for Operational Scope 3 by 2050

Scope 1 per £m revenue and absolute emissions

Scope 2 covers indirect emissions from the electricity we use. These

emissions are mostly from office and maintenance yard operations,

although 2025 saw a further increase in construction sites running

entirely from grid electricity.

Since most of these emissions do not significantly vary with the

number of projects carried out, we focus on absolute Scope 2

emissions. Location-based emissions are dependent on the average

carbon intensity of energy generation in the countries in which we

operate. Market-based emissions use the specific energy tariff for

each of our offices and maintenance yards and therefore capture

green energy tariffs.

This year, Keller internally targeted a further 10% reduction in our

market-based Scope 2 emissions compared to 2024. This target

exceeded our linear path to Scope 2 net zero by 2030. This was

successfully achieved, with Keller reducing our emissions by 26% from

2024. This continued decrease demonstrates the success of our Scope

2 decarbonisation strategy. It also reflects the work of Team Planet

volunteers across Keller, taking steps to improve their own offices,

maintenance yards and sites.

Most of these savings came from sourcing green energy tariffs and

renewable energy certificates, although small reductions also came

from efficiency improvements and office moves/rationalisation. This

is illustrated in the growing difference between location-based and

market-based Scope 2 emissions, reflecting how some of our business

units, particularly in North America and EME, are now procuring certified

renewable power electricity for the first time.

Where green tariffs are unavailable, such as in parts of APAC, business

units focused on efficiency improvements and generating their own

electricity. Austria, Austral, India, Poland and the UK all generated their

own renewable energy using solar panels in 2025.

For the first time this year, we also purchased renewable energy

certificates equivalent to all our site electricity use, keeping us on track

even as we electrify our sites.

Scope 3 represents all other indirect emissions, mostly from Keller’s

supply network. This means Scope 3 is the largest proportion of Keller’s

emissions.

For the first time, in 2025 we estimated our total Scope 3 emissions,

using a spend-based methodology; these included Scopes 3.1, 3.2, 3.3,

partial 3.5, 3.6 and 3.7.

To reflect our data quality and where we believe we can have the most

impact, we have set a net zero target for Operational Scope 3. This

covers business travel, transportation of materials and waste disposal.

Estimating these emissions now means we have a means to track our

lagging progress against this target, rather than solely focusing on

leading indicators.

In terms of decarbonising our materials Scope 3, we have begun to plan

out our transition pathway. This focuses on three main areas: alternative

techniques, alternative designs and alternative materials.

Our estimating and design teams are already capable of offering

alternative techniques and designs. For these two steps, our focus has

been more on demonstrating potential carbon savings to our clients.

For this, we have trained our teams on the sector-standard EFFC–DFI

embodied carbon calculator, to quantify these savings and demonstrate

them to our clients.

Conversely, alternative materials has required far more supply chain

engagement. Since we work with local material suppliers on each

project, we have thousands of suppliers in our value chain. Using many

small suppliers for individual projects means we lack leverage when it

comes to decarbonising our supply network. Therefore, our efforts

have focused more on educating and supporting suppliers to adopt

sustainable practices and innovate with low-carbon materials, including

using our founding membership of the Supply Chain Sustainability

School. We have begun using the school to help educate and engage

our supply chain on how to make their products more sustainable.

Similarly, we work with our trade associations across Europe and North

America to create some collective leverage to drive decarbonisation. We

have also focused on university partnerships for low-carbon materials

innovation, researching how low-carbon cements and admixtures

behave in different ground conditions.

continuedPlanet

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We recognise the large volumes of materials used and produced on our

sites, so we have a number of projects to improve these impacts.

In 2025, we launched version two of the cross-sector circular economy

guide for geotechnical companies. Critically, this shares good practices

that all geotechnical companies can adopt to improve their impact on the

circular economy. This will help the whole sector understand their current

circular economy impacts and meet upcoming legislation in this space.

Internally, Keller routinely promotes ground improvement solutions

as a way to reduce raw material use for applicable projects. Ground

improvement uses natural or recycled materials to improve ground

load carrying capacity. This reduces or completely removes the need

for heavy foundations. In turn, this reduces the volume of cement and

steel used on site, saving primary resource use, and potentially offering

a financial saving to our clients. The reduced need for heavy foundations

also reduces the carbon intensity of the overall project. More details on

what we ask of our supply chain in terms of waste reduction can be found

in our Supply Chain Code of Business Conduct.

As well as addressing our use of raw materials, we are also keen to

reduce waste. Of all the geotechnical solutions we offer, our jet grouting

solutions have traditionally used the most water and created the most

waste spoil. Therefore, our research and development teams have been

trialling ways to monitor and reduce these impacts. Using a combination

of filter chamber presses, centrifuges and shale shakers, we are now able

to reduce the volumes of waste water and spoil produced on jet grouting

sites. As well as reducing the cost of waste disposal, this has the added

benefit of reducing the number of trucks required to transport materials

off site. This reduces congestion around our sites, improving air quality

and reducing our impact on the local community. We also have a number

of ongoing research projects looking to use alternative materials for jet

grouting and allow the reuse of grout-filled spoil.

Local priorities

Resource use and

waste reduction

Nature and

tackling pollution

Water use

This initiative reflects the contribution Keller

can make towards the circular economy. In

particular, we look to reduce raw material

use, increase our use of secondary materials,

reduce waste to landfill and allow for pile reuse.

Keller is committed to delivering its solutions

in an environmentally conscious manner.

Overrecent years, pollution and nature

reporting processes have improved and

performance is generally encouraging.

This local initiative reflects our work on water-

related projects, as well as our own initiatives

to reduce water use and avoid water pollution.

The integration and functionality of the

BESS was seamless and provided more

than enough power for our batch plants.

We’re now exploring where we can use it

again on future projects.”

Nigel Brockman

State Manager

Battery power cuts

costs and carbon

Keller Australia avoided 70% of their carbon emissions and reduced

costs by 26% by using a battery-powered system on a motorway

construction project.

The savings came when the team hired a battery energy storage

system (BESS) to power ancillary equipment on the Coomera

Connector project, a new 45km motorway in Queensland.

Typically, equipment such as batch plants are powered by a 350kVA

diesel generator. Although the BESS, which was kept charged

by a small 80kVA diesel generator, was more expensive to hire, it

significantly reduced fuel consumption, creating a monthly saving

ofA$11,600.

As well as being quieter, the BESS also saved 35tCO

e a month –

a 70% reduction compared to typical diesel generator use.

Case study

In 2025, a total of 118 environmental spills were recorded. Most

of these incidents were minor, primarily resulting from failures in

equipment hydraulic lines. Importantly, none of the spills were serious

enough to require reporting to regulatory authorities. All spills were

addressed immediately at the site, ensuring there were no lasting

environmentalimpacts.

Our continuous improvement initiatives to enhance environmental

performance and reduce the impact of spills remain ongoing. There

is a continued focus on improving on-site processes, with particular

attention to job planning. By identifying, managing and controlling risks,

theorganisation aims to minimise its environmental footprint.

For further details on the company’s approach to environmental

stewardship, please refer to the Biodiversity Policy.

Whilst as subcontractors we have limited control on biodiversity on site,

some geotechnical solutions we offer, like Neutrogel®, can help remediate

contaminated ground. Equally, for our own operations on specific projects,

we make use of dust suppression and baffling to minimise the impact of

dust and noise on the local environment.

Following the success of cross-sector guidance on carbon reduction

andthe circular economy, we are helping develop a global nature guide

for geotechnical companies. This aims to pull together best practices

from across our sector and build collective knowledge to improve our

natureimpacts.

In terms of our solutions, we work on a number of water-related projects

around the world. From installing the foundations of flood defences to

grouting around dams, Keller is involved in many projects to help mitigate

the effects of drought and sea level rise.

This work will only increase with the physical risks and opportunities

arising from climate change. We also offer solutions to help remediate

contaminated ground water. This includes solutions such as slurry cut-off

walls, as well as innovations like our Halocrete® grouting solution.

When it comes to our own operations, we focus on water reduction on

key projects and countries where water is less available. We have a Keller

employee in Keller Bahrain carrying out a PhD focused on operationalising

water reduction initiatives in our design and site operations. Similarly, we

are also contributing to cross-sector trade association work on water

reduction, highlighting upcoming legislation and best practices in our

sector. We have used both of these research projects to write our first

Water Policy for the Keller Group.

The successful completion of a technically challenging project in

France is helping the country’s biggest airport change the way it

handles rainwater.

To improve drainage at Paris Charles de Gaulle international airport,

thefacility’s operator commissioned the installation of a pipeline to

channel rainwater more than 9km to a treatment plant and then into

theMarne river.

The project has been one of the largest of its kind in France, with

thedistance, water volumes and technical constraints making it a

highlychallenging one. With around 3km of the pipeline installation

requiring microtunnelling, Keller was brought in, with itsextensive

geotechnical expertise and experience, to help.

Executing with precision

Partnering with the contractor, Keller designed a retaining wall scheme

to support the excavation of five vertical shafts, including the main

launch shaft for the tunnel boring machine.

Throughout, the crew had to overcome difficulties including tough

ground conditions and groundwater.

“This project is more than just a pipeline, it shows the airport’s

commitment to a sustainable future and responsible water resource

management,” says Kheireddine Dif, Senior Site Engineer. “Although there

were considerable challenges, our expertise meant we executed with

precision while complying with all technical and environmental standards.

“We constantly carried out robust checks which validated the quality

and durability of the work. The contractor was very happy with Keller and

we were happy to be involved in such a critical infrastructure project.”

Improving water management at Paris airport

Scan or visit keller.click/bess to learn more

about this project.

continuedPlanet

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Principles

We have an effective framework

of systems and controls which

ensures we manage risk and run

our company well, and we seek

out partners who understand

our principles and the standards

we operate by.

Our initiatives

57 Good governance

58 Partnerships

Keller’s Code of Business Conduct

Our Code of Business Conduct sets out clear and common standards of

behaviour for everyone who works for Keller. An updated version of our

Code of Business Conduct was approved by the Board during the year.

At its core are a set of key commitments that guide our decisions, shape

our culture, and ensure we remain compliant with our legal and ethical

obligations. It is a public statement of our commitment to high standards

that tells others they can rely on our integrity.

Keller’s Code of Business Conduct is supported by our Group policies, our

Modern Slavery and Human Trafficking Statement, our tax strategy and our

Supply Chain Code of Business Conduct, which are available on our website.

We have continued to evolve our ethics and compliance programme

during the year, including the training we provide to our employees. We

actively encourage employees to ask questions and raise concerns with

management, our ethics and compliance officers or via our confidential

reporting channels.

Keller’s Code of Business Conduct and Group policies can be found at:

keller.com under ‘How we work’.

Good governance is about balancing the

needs of stakeholders and helping to run the

company well through efficient processes

and decision-making. It involves being

satisfied that an effective and rigorous

internal framework of systems and controls

is in place which clearly defines authority and

accountability and promotes success while

appropriately managing risk.

Good governance

Human rights

Keller expects all employees and suppliers to adhere to international

standards on human rights, including with respect to child and forced

labour, land rights and freedom of association. We take a zero-tolerance

approach to slavery and human trafficking and are strongly committed to

ensuring that all employees, as well as the people who work on our behalf,

are protected. Our expectations are included in our Supply Chain Code

of Business Conduct, Modern Slavery and Human Trafficking Statement

and our Human Rights Policy, which are available on our website. We are

members of the UK and Australia Supply Chain School of Sustainability,

and a partner of the US Supply Chain School of Sustainability, providing our

employees and our supply chain with access to resources and training to

improve and enhance our ways of working.

Anti-bribery and corruption

Keller has an Anti-Bribery and Anti-Fraud Policy which sets out our zero-

tolerance approach to fraud, bribery and corruption worldwide. We updated

this in anticipation of the new UK ‘failure to prevent fraud’ offence coming

into force in September 2025. This update has been supported by Group-

wide communications and training.

Our updated Anti-Bribery and Anti-Fraud Policy encourages employees

and other parties to raise concerns at the earliest possible stage.

It provides different routes for doing so, including our independent

whistleblowing channels. It also reiterates Keller’s commitment to ensuring

that no one suffers any detrimental action as a result of reporting concerns

or suspicions in good faith.

All reports received are thoroughly investigated and reported to the Audit

and Risk Committee, which reviews each case and its outcomes.

Governance and oversight

In November 2025, we established a new Compliance Committee with

representation from across the Group. The Compliance Committee is

responsible for overseeing, supporting and advancing Keller’s ethics and

compliance programme. This includes sharing examples of compliance

initiatives and best practice, as well as lessons learned from incidents. You

can read more about our governance framework from page 114 onwards.

Tax strategy

We publish our tax strategy on our website and are committed to managing

our tax affairs responsibly and in compliance with relevant legislation. Our

tax strategy is aligned to our Code of Business Conduct and Keller’s values

and culture, and is owned and approved by the Audit and Risk Committee

and the Board annually.

Principles

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Colleagues from Keller's Dubai office volunteer to litter pick in Rainbow Valley, Fujeirah, UAE.

continued

Industry partnerships

Many of our senior managers play key roles in the geotechnical professional

associations and activities around the world.

In Europe, a number of employees are part of the European Federation of

Foundation Contractors (EFFC) or their national federations. Keller has a

number of representatives on the EFFC executive committee, with Keller

employees also chairing the EFFC Health and Safety Working Group and

Sustainability Working Group.

In North America, our employees are also active participants in

geotechnical engineering and construction trade groups, including the

Deep Foundations Institute (DFI) where we have a new executive lead from

Keller, as well as ASCE/Geo-Institute and ADSC International Association

of Foundation Drilling. We led the production of the carbon reduction and

circular economy guides for the EFFC and DFI, and are helping to produce

the climate adaptation and resilience guide and water guide with the EFFC-

DFI Sustainability Guides Group.

Finally, in APAC, Keller plays an important role in the local professional

societies, with our employees holding leading positions in multiple trade

associations.

Across all three divisions, our engineers hold leadership positions on

multiple national technical committees (including committees on

sustainability) and local and university chapters; many have served as

members of the board of directors for these organisations.

We also support trade conferences across our divisions, including the

combined American and European trade conference. A number of our

employees are active participants in inclusivity industry initiatives, such as

BuildOUT in California and Revolution Workshop in Chicago. Sustainability

is an increasing focus in the industry. We work with a number of universities

on sustainability initiatives, focusing on whole-company innovation,

specific geotechnical products such as grouting and vibro stone columns,

and key geotechnical projects.

We are also helping to compile sustainability best practice guides with

European and American trade associations.

Charitable partnerships

Our business units support a broad range of groups and charities,

depending on what is most important to them locally. This may involve

fundraising or donating money, time or skills. Keller encourages its

employees to support a range of charities, and has long committed to

pledging to a charity the same value (up to £2,000 per annum) of any

funds raised by an employee.

During our 2025 Sustainability Week, we also encouraged our teams to

use their volunteering day in their local community. Almost every business

unit organised a form of volunteering, charity fundraising or engagement

initiative, supporting our local communities. Individual business units also

take part in wider corporate social responsibility programmes, helping

repair schools and practically support our charities.

At a Group level, in 2025, we renewed our partnership with UNICEF.

Kellerhas donated £1.3m since first supporting UNICEF back in 2021

(seeopposite).

Keller’s charitable arm in EME – the KELLER Foundation (Fundacja KELLER)

– continued its support to Keller employees and their families affected by

the war in Ukraine. Our European business units have contributed a total of

approximately €90,000 throughout the 2025 financial year, helping to pay

for housing, food, clothes, heating and education.

At Keller, we recognise the importance

of collaborating with organisations that

understand our values and commitments,

and the ways of working and the standards

by which we operate. Partnering with these

‘like-minded’ organisations helps us drive

change in our organisation and the wider

geotechnical industry.

Partnerships

Case study

UNICEF’s mission aligns with our own

purpose to ‘build the foundations for a

sustainable future’ and reflects our focus

on supporting UN Sustainable Development

Goals in areas such as health, education

and genderequality.”

James Wroath

Chief Executive Officer

The new three-year collaboration will help UNICEF

create lasting change. Together we can make childhood

unstoppable – this means a world where every child has

the chance to fulfil their potential, and grow up healthy

and safe, ensuring they are protected from violence,

exploitation and abuse.

Keller has donated £1.3m since first supporting UNICEF back in 2021.

UNICEF operates the globe’s largest humanitarian effort, responding

to emergencies and saving lives by providing vaccines, clean water and

food. UNICEF also offers access to education, advises governments

and lobbies world leaders for change.

“We’re delighted to renew our commitment to supporting the incredible

work of UNICEF,” says Keller CEO James Wroath. “As a global company,

we recognise the challenges many of our communities face and this

partnership is one of the most effective ways we can help them."

Louise Lane, Chief Marketing and Partnerships Officer of The UK

Committee for UNICEF (UNICEF UK) comments: "We’re proud to

continue our partnership with Keller for the next three years, at a time

when conflict, climate change and ongoing emergencies are placing

unprecedented pressure on children worldwide. Flexible funding allows

UNICEF to act fast, adapt to evolving crises, and ensure children are

protected and able to thrive in an ever-changing world."

Keller extends UNICEF partnership to 2028

Image below: San Myann, 6, a Grade 1 student, smiles as she receives a new school kit and bag provided by UNICEF at Za Nya Kanbawza Monastic Education School, Sein Kone Ward, Sagaing Town,

Myanmar, on 24 June 2025. Following the 28 March earthquake, UNICEF has been supporting children with learning materials and school tents to provide safe and inclusive spaces for education.

Principles

It’s not only the company that’s donating to UNICEF, colleagues have

been getting in on the act as well. In 2025, employees at Group head

office once again hosted the Construction Rocks music concert, which

has been raising funds for charities for almost 20 years. This time, the

band raised over £3,500 for UNICEF.

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Revenue (£m)

£1,815.7m

Underlying operating margin (%)

9.2%

Accident Frequency Rate

0.02

Underlying operating profit (£m)

£166.2m

Order book (£m)

£1,022.3m

North AmericaDivisional reviews

North

America (NA)

Business units

North and Pacific

South Central

Canada

Moretrench and RECON

Suncoast

Structure above as from 1 January 2025 when the Northeast

and West business units combined to formtheNorth and

Pacific Business Unit and we integrated our Specialty Services

Business Unit into our regional foundationsbusinesses.

2025

£m

2024

£m

Constant

currency

Revenue 1,815.7 1,785.8 +5%

Underlying operating profit 166.2 190.0 -10 %

Underlying operating margin 9.2% 10.6% -14 0 bps

Order book 1,022.3 1,130.4 -3%

Accident Frequency Rate 0.02 0.04 -50%

In NA, revenue increased by 5.0% to £1,815.7m (on a constant currency

basis), driven by growth at Moretrench Industrial, RECON and Foundations.

This growth more than offset lower revenue at Suncoast as a result of

both a slowdown in the residential housing market and the anticipated

normalisation of pricing from the peaks of 2024. As expected, underlying

operating profit in North America decreased, by 9.6% to £166.2m, primarily

driven by soft market conditions at Suncoast and the normalisation of

market conditions in the Foundations business following a buoyant market in

2024, partially offset by the benefit from some historical claim settlements

in the period. The combination of these factors resulted in an underlying

operating margin of 9.2% (2024: 10.6%). The Accident Frequency Rate, our

key metric for measuring safety performance, improved to 0.02 (2024: 0.04)

representing three lost time injuries.

In the Foundations business, revenue increased, driven by strong activity

in data centre construction and large infrastructure projects, including

New York’s Hudson Tunnel project and Interstate 40 road improvements

in Tennessee. Underlying operating profit declined, driven by margin

normalisation following a buoyant market in the prior year, partly offset

by the benefit from an historical claim. The business sustained its

improvement in underlying contract performance, project execution

andcommercial discipline.

At Suncoast, the Group’s post-tension business predominantly exposed

to the US residential sector, revenue and profitability declined in the

period as expected, reflecting a decreased level of activity and strong

pricing in the prior period.

The residential market experienced headwinds from an unfavourable

interest rate environment and higher housing prices, driving a significant

reduction in housing starts and building permits. The commercial

segment was likewise affected by elevated interest rates, in addition to

the introduction of tariffs that negatively influenced construction activity

across the sector.

Moretrench Industrial, which operates in the highly-regulated environmental

remediation market, performed strongly with high demand and beneficial

levels of productivity driving growth in revenue and profit. At RECON,

our geoenvironmental and industrial services company, volumes were

higher versus prior year driven by work on a new LNG project. The project

performed well and completed in January 2026.

North America outlook

In 2025 Keller outperformed at the revenue level versus overall US

construction that saw a decline of 2%. We achieved this through a focus on

customer segments with strong structural growth drivers such as public

infrastructure as well as investment in data centres and AI infrastructure.

In 2026 US construction is expected to be flat (source: FMI) and whilst the

US residential market is expected to remain soft, Keller North America

expects to continue to outperform the market and deliver resilient margins

by focusing on key segments where structural growth is supportive. This is

reflected in the order book which, at the end of the period continued to be

strong at £1,022.3m (on a constant currency basis). We are well positioned

on several major foundations opportunities and expect to convert these

into confirmed contract awards.

Case study

Spotlight on Moretrench Industrial and RECON

The company is also a specialist in environmental remediation and

demolition, with much of its work involving the clean-up and demolition

of old, contaminated manufacturing or mining sites.

“Clients choose us because we provide competitive proposals, deliver

value engineering, meet schedules and perform quality work,” says

John Carpenter, President for both companies. “Moretrench and

RECON have long-tenured management teams, field supervision and

craftspeople who are experts at what they do. Most importantly, the

markets we operate in demand strong safety performance and clients

choose us because of our outstanding safety culture and record.”

Both companies have had a strong year and are now aiming to

build on that success by diversifying into federal projects, as well

as growingmarket share in the mining sector and in site

developmentwork along the Gulf Coast.

Moretrench Industrial joined the Keller Group in 2018 and RECON

in 2021. Based in the US, both have similar capabilities and cultures,

often sharing resources and offering clients a comprehensive range of

complementary services.

As a heavy civil contractor, Moretrench performs mass earthwork,

underground utilities installation, concrete work and mechanical piping,

primarily for power and fertiliser companies. Projects are typically plant

expansions, repair or replacement of ageing infrastructure, or handling

of construction byproducts and the closure of process ponds.

RECON also offers heavy civil works, specialising in site development and

ground stabilisation. Along the Gulf Coast, large industrial projects – such

as LNG export facilities – require soft soils to be strengthened before

construction can begin. RECON has been a key player in this market for

many years with a strong track record of stabilisationprojects.

Performance indicators

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North America

Divisional reviews

Revenue (£m)

£873.4m

Underlying operating margin (%)

4.4%

Accident Frequency Rate

0.06

Underlying operating profit (£m)

£38.8m

Order book (£m)

£356.0m

EMEDivisional reviews

Europe and

Middle East (EME)

Business units

Central Europe

North-East Europe

South-East Europe and Nordics

South-West Europe

Middle East

2025

£m

2024

£m

Constant

currency

Revenue 873.4 835.1 +4%

Underlying operating profit 38.8 7.9 +379%

Underlying operating margin 4.4% 0.9% +340bps

Order book 356.0 302.1 +14%

Accident Frequency Rate 0.06 0.05 +20%

In EME, revenue increased by 4.1% to £873.4m (on a constant currency

basis) reflecting growth across most regions. Underlying operating profit

increased more than four-fold to £38.8m (on a constant currency basis) as

a result of the non-recurrence of losses incurred on a challenging project

in the Middle East in the prior period and a strong operational improvement

across our businesses in Europe. As anticipated, this drove a significant

improvement in the underlying operating margin to 4.4% (2024: 0.9%).

The Accident Frequency Rate increased to 0.06 (2024: 0.05), representing

six lost time injuries in the period.

In Europe, revenue increased despite a strong comparative prior period

that saw high volumes from large infrastructure projects, notably in Central

Europe and the Nordics. Revenue continued to be driven by infrastructure

spend and a moderate increase in non-infrastructure public spending, whilst

residential and commercial sectors remained subdued. In the UK, revenue

was down on prior year reflecting the near-completion of our work on HS2,

partly offset by a moderate increase in activity more generally. A strong

improvement in operational performance across the region delivered an

increase in underlying operating profit (on a constant currency basis).

In the Middle East, revenue and profit increased, driven by residential

projects in the UAE and the non-recurrence of losses incurred on a

challenging project.

EME Outlook

Construction activity in Europe is mainly public-funded programmes in

transport, energy networks and clean energy infrastructure. In the Middle

East, construction growth is supported by increased public and private

sector investments in industrial and renewable energy projects. In UAE,

construction growth is driven by investments in underground infrastructure

to support expanded utilities, transportation and power networks in

the Dubai and Abu Dhabi emirates. These growth drivers play well to

Keller’s multi-product portfolio and are expected to support continued

revenue and profit growth. The EME order book at the end of the period

was £356.0m, up 14.2% on a constant currency basis. The order book

comprises of contracts across the businesses with the majority of larger

revenue projects located in the Nordics and ME.

Case study

Keller supports renovation of Dutch parliament

A project of this nature involves working carefully in confined spaces and

requires sensitivity and expertise. Keller employed special techniques

to minimise settlement – including soilcrete – with hydrostatic levelling

cells measuring movement to within a tenth of a millimetre.

To reduce carbon emissions, the team used electrical rigs, ensured

suppliers delivered with electric trucks and brought workers to and

fromsite in electric vehicles.

Keller's work at The Hague will continue throughout 2026.

Blending technical expertise, heritage project experience and a

commitment to reducing emissions, Keller is helping future-proof the

historic seat of government in the Netherlands.

Built primarily in the 13th century, the Binnenhof in The Hague is among

the oldest parliament buildings in the world still in use.

Since 2021, the historic complex has been undergoing an extensive

renovation, to replace outdated installations, combat its deteriorating

condition and protect the seat of Dutch democracy for generations to

come. Keller’s job has been to extend the existing foundations, which

will strengthen them and allow the client to deepen and modernise

the basements.

Scan or visit keller.click/hague to watch

avideo and learn more about this project.

Performance indicators

63Strategic report Governance Financial statements Additional information62 Keller Group plc Annual Report and Accounts 2025

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Europe and Middle East (EME)

Revenue (£m)

£398.2m

Underlying operating margin (%)

7.7%

Accident Frequency Rate

0.02

Underlying operating profit (£m)

£30.6m

Order book (£m)

£163.4m

APACDivisional reviews

Asia-Pacific

(APAC)

Business units

Keller Asia

Keller Australia

Austral

Structure above as from 1 January 2025 when

the Keller India and ASEAN business units

combined to form the Keller Asia Business Unit.

2025

£m

2024

£m

Constant

currency

Revenue 398.2 365.8 +15%

Underlying operating profit 30.6 28.7 +15%

Underlying operating margin 7.7% 7.8% 0bps

Order book 163.4 177.5 -5%

Accident Frequency Rate 0.02 0.05 -60%

In APAC, revenues increased by 14.6% to £398.2m (on a constant currency

basis) largely driven by higher volume at Austral and Keller Asia

, partly

offset by lower volumes at Keller Australia. Underlying operating profit

increased to £30.6m, up 14.6% (on a constant currency basis) driven

by higher profitable growth at Austral and Keller Asia, improved project

performance across the Division and the benefit of project closure

settlements at Keller Australia. The Accident Frequency Rate reduced

to0.02 (2024: 0.05) representing two lost time injuries in the period.

The Austral business continued to perform strongly, with increased

revenue and profit, with management successful in driving growth in the

business. Keller Australia achieved a solid performance with softer trading

levels following high levels of federal and state government spending on

transport infrastructure in the prior year. In Keller Asia, our India business

continued to perform strongly in terms of both revenue and profit driven

by projects in the growing renewable energy and semiconductor sectors.

In ASEAN, the Singapore market had a relatively soft period.

APAC outlook

Project pipeline is solid across the Division, particularly in Austral, where

we are well positioned on several large project opportunities and expect to

convert these into confirmed contract awards. In Australia, construction

growth from 2026–2029 is expected to be supported by the 2032

Olympics in Brisbane, renewables, data centres and housing sectors, more

than offsetting an expected slowdown in major transport infrastructure.

The mining sector continues to invest in maintenance programmes across

Western Australia and Queensland. India’s construction industry grew by

8.1% in 2025 and is expected to grow 6.4% in 2026 (source: Global Data),

driven by widespread sector investment in industrial, renewable energy

and water infrastructure. The APAC Division is expected to continue to

deliver solid results, supported by an order book at the end of the period at

£163.4m, down 5.4% (on a constant currency basis), balanced across the

three Business Units.

1 As from 1 January 2025, Keller India and ASEAN combined to form Keller Asia.

Case study

Keller supports India’s semiconductor mission

Rapid scale-up and execution

Within two months of securing the contract, Keller demonstrated its

agility by deploying 600 people and 20 rigs to begin installing more than

9,000 bored cast-in-situ piles in a timeframe of just eight months.

The remote nature of the site meant Keller had to set up its own

concrete batching plant and faced a difficult task drilling into the

location’s hard rock. But after starting in December 2024, the crew

successfully completed the original scope a year later, along with several

additional scopes, on time and on budget.

Following a great start at the Assam project, Keller was nominated

to take on a large project on another one of the same multinational

conglomerate’s developments – a semiconductor fabrication plant in

Dholera, Gujarat, located on the west coast. The job is in progress, with

Keller scheduled to install more than 2,000 large diameter piles.

“These projects are critical enablers for the India Semiconductor Mission,

strengthening global competitiveness and boosting the country’s

electronics ecosystem,” says Sridhar. “We’re proud to play our part,

demonstrating Keller’s ability to deliver fast-track and high-performance

solutions that will help India meet its technology ambitions.”

With India investing billions of dollars in electronic chip manufacturing,

Keller is supporting sector growth by bringing precision foundations to

major plant-building projects.

The India Semiconductor Mission is a government programme

designed to make the country a chip-manufacturing powerhouse

and reduce reliance on overseas suppliers.

Several projects are currently under way to build manufacturing

plants and other critical infrastructure to transform India’s position

in a strategically important market.

One of these projects is located in the north-eastern state of Assam,

where a leading Indian multinational conglomerate is developing a

state-of-the-art semiconductor assembly and testing facility. Keller

India is playing a critical role in the project, delivering fast-track bored

pile foundations to support the specialised requirements of the high-

precision manufacturing operations.

“We were chosen because we have a very strong presence in the

region and the client was looking for a foundation partner that is fast

and reliable,” explains Sridhar Valluri, Business Development Director.

“The facility has heavy structural loads and will house sensitive

equipment, with stringent quality and vibration requirements.”

Scan or visit keller.click/india-semiconductor

to learn more about this project.

Performance indicators

65Strategic report Governance Financial statements Additional informationKeller Group plc Annual Report and Accounts 202564

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Asia-Pacific (APAC)

Chief Financial Officer’s review

David Burke

Chief Financial Officer

Resilient performance

underpinned by our

geographic portfolio

and sector agility

Group revenue grew by 5.9% at constant currency,

driven by growth in all three divisions.

This report comments on the key financial aspects of the Group’s

2025results. The Group delivered a resilient performance underpinned

by our geographic portfolio and sector agility.

Revenue

Group revenue of £3,087.3m (2024: £2,986.7m) was up 3.4% at actual

foreign currency rates and 5.9% up at constant currency. This was driven by

growth in all three divisions.

In North America, revenue increased by 5.0% on a constant currency basis

driven by Moretrench and RECON and Foundations in the US, which offset

the impact of a slowdown in the residential housing market on Suncoast

revenue. In Europe and the Middle East (EME), revenue increased by 4.1%

on a constant currency basis reflecting growth in most of the businesses

in the division. In Asia-Pacific (APAC), revenue increased by 14.6% on a

constant currency basis due primarily to growth in the Australbusiness.

We have a diversified spread of revenues across geographies, product

lines, market segments and end customers. Customers are generally

market specific and, consistent with the prior year, the largest customer

represented less than 4% of the Group’s revenue. The top 10 customers

represent 15% of the Group’s revenue (2024: 19%). The Group worked

on c.5,500 projects in the year with 43% (2024: 48%) of contracts having

a value between £25,000 and £250,000, demonstrating a low customer

concentration and a wide project portfolio.

Underlying operating profit

The underlying operating profit of £218.2m was 2.6% up on prior year

(2024: £212.6m) at actual foreign currency rates and 6.5% up on a

constant currency basis. The underlying operating margin remained at

7.1% (2024: 7.1%). In North America, underlying operating profit decreased

9.6% on a constant currency basis to £166.2m (2024: £190.0m), driven

by soft market conditions at Suncoast and the normalisation of market

conditions in the Foundations business.

In EME, underlying operating profit increased by 379.0% on a constant

currency basis to £38.8m (2024: £7.9m), as a result of an improvement

in performance in the Middle East, following a challenging project in 2024,

and a strong operational improvement across the businesses in Europe.

In APAC, underlying operating profit increased to £30.6m (2024: £28.7m)

driven bygrowth at Austral and Keller Asia.

Share of post-tax results from joint ventures

The Group recognised an underlying post-tax profit of £0.8m in the year

(2024: £0.5m) from its share of the post-tax results from joint ventures.

Nodividends (2024: nil) were received from joint ventures in the year.

Statutory operating profit

Statutory operating profit, comprising underlying operating profit of

£218.2m (2024: £212.6m) and non-underlying items with net costs of

£10.9m (2024: £7.5m), increased by 1.1% to £207.3m (2024: £205.1m).

The non-underlying costs are set out in further detail on the next page.

2025

£m

2024

£m

Revenue 3,087.3 2,986.7

Underlying operating profit

218.2 212.6

Underlying operating profit %

7.1% 7.1%

Non-underlying items in operating profit (10.9) (7.5)

Statutory operating profit 207. 3 205.1

Statutory operating profit % 6.7% 6.9%

1 Details of non-underlying items are set out in note 9 to the consolidated financial statements. Reconciliations to statutory numbers are set out in the adjusted performance measures section.

Revenue and underlying operating profit split by geography

Year ended

Revenue

£m

Underlying operating profit

£m

Underlying operating profit margin

2025 2024 2025 2024 2025 2024

Division

North America 1,815.7 1,785.8 166.2 190.0 9.2% 10.6%

EME 873.4 835.1 38.8 7.9 4.4% 0.9%

APAC 398.2 365.8 30.6 28.7 7.7% 7.8%

Central – – (17.4) (14.0) – –

Group 3,087. 3 2,986.7 218.2 212.6 7.1% 7.1%

1 Details of non-underlying items are set out in note 9 to the consolidated financial statements. Reconciliations to statutory numbers are set out in the adjusted performance measures section.

Keller Group plc Annual Report and Accounts 202566 67Strategic report Governance Financial statements Additional information

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Net finance costs

Net underlying finance costs decreased by 1.4% to £20.9m (2024: £21.2m). The most significant elements of interest cost are the fixed interest on the

$300m private placement notes and interest payable on lease liabilities. Finance income of £4.5m (2024: £6.6m) primarily relates to interest earned on

cash and short-term deposits; this was lower than the prior year due to a decrease in prevailing interest rates.

Following the issuance of $300m of private placement notes in August 2023, the Group’s borrowings are now at fixed interest rates. The average month-

end net debt during 2025, excluding IFRS 16 lease liabilities, was £41.8m (2024: £96.5m).

Taxation

The Group’s underlying effective tax rate remained flat at 23% (2024: 23%). As expected, the introduction of the Pillar Two rules with effect from

1January 2024 did not have a material impact on the Group’s effective tax rate.

Cash tax paid in the year decreased from £65.6m to £38.5m. The reduction is due to a change in the tax treatment of research and development costs

inthe US during the year, allowing a full in-year deduction. Further details on tax are set out in note 12 of the consolidated financial statements.

Non-underlying items

The items below have been excluded from the underlying results and further details of non-underlying items are included in note 9 to the financial

statements. The total of non-underlying items in operating profit in the year increased to £10.9m (2024: £7.5m), due to the acceleration of the ERP

implementation project, and the large credit recognised in the prior year for a change in the fair value of contingent consideration payable.

Non-underlying items in operating profit

The Group is continuing the strategic project to implement a new cloud-

based computing enterprise resource planning (ERP) system across the

Group. The phased rollout of the ERP is planned to start in 2026. Non-

underlying ERP costs of £9.9m (2024: £4.0m) include only costs relating

directly to the implementation, including external consultancy costs and

the cost of the dedicated implementation team. Non-underlying costs do

not include operational post-deployment costs such as licence costs for

businesses that have transitioned.

Exceptional restructuring costs of £0.9m (2024: £4.3m) in the year

comprise the ongoing cost of the Group-wide finance transformation

project. The non-underlying costs for the year include design costs; they

do not include the running costs for the underlying finance activities.

In the prior year, the Group recognised claims costs related to closed

businesses of £1.5m as a result of increased provisions for customer

claims for businesses no longer operating. The prior year also included the

£0.8m loss on the disposal of the South African business, which completed

on 28 June 2024. There is an earnout arrangement on the sale, with

contingent consideration received in 2025, which has been recognised as

other operating income, see note below.

The classification of costs as non-underlying is a management judgement

and is reviewed on a regular basis.

continuedChief Financial Officer’s review

Earnings per share

Underlying diluted earnings per share increased by 5.7% to 211.3p (2024:

199.9p) driven by higher operating profit, lower finance costs and the

impact of the share buyback in the year. Statutory diluted earnings per

share was 198.7p (2024: 193.3p) which includes the impact of the non-

underlying items.

Dividend and share buybacks

The Board has recommended a final dividend of 52.1p per share

(2024:33.1p per share) which, following the interim dividend for 2025

of 18.3p (2024: 16.6p), brings the total dividend for the year to 70.4p

(2024:49.7p), an increase of 41.6%. The 2025 dividend earnings cover,

before non-underlying items, was 3.0x (2024: 4.0x). If approved, the

proposed 2025 final dividend of 52.1p (2024: 33.1p) will be paid on

26June2026 to shareholders on the register as at the close of business

on 29 May 2026. Dividends paid to equity shareholders in the year totalled

£36.2m (2024: £34.6m).

During the year we initiated two tranches of £25m under our multi-year

share buyback programme and at year end we had returned £38.9m of

capital to shareholders, in addition to the dividend. Given the strength of

the Group’s free cash flow and balance sheet, the Board is announcing

an intention to launch a further £100m share buyback programme to be

completed during 2026.

Keller Group plc had distributable reserves of £274.0m at 31 December

2025 (2024: £283.7m) that are available to support the Dividend Policy

and announced buybacks, which comfortably covers the proposed final

dividend for 2025 of £35.9m. Keller Group plc is a non-trading investment

company that derives its profits from dividends paid by subsidiary

companies. The Dividend Policy and buyback approach is therefore

impacted by the performance of the Group, which is subject to the

Group’s principal risks and uncertainties as well as the level of headroom

on the Group’s borrowing facilities and future cash commitments and

investmentplans.

Net debt flow

The Group’s free cash flow was an inflow of £175.9m (2024: £192.6m); the

reduction was due to the return to a normalised working capital outflow

and the one-off impact of large capital disposal proceeds in 2024. The

ratio of free cash flow before interest and tax to underlying operating profit

remains over 100% at 108%. The basis of deriving free cash flow is set out

in the table below.

Non-underlying items

2025

£m

2024

£m

ERP implementation costs 9.9 4.0

Exceptional restructuring costs 0.9 4.3

Claims related to closed business – 1.5

Loss on disposal of operations – 0.8

Amortisation of acquired intangible assets 1.6 3.3

Change in fair value of contingent consideration payable (1.3) (6.4)

Contingent consideration received on disposal of operations (0.2) –

Total non-underlying items in operating profit 10.9 7.5

Non-underlying taxation (1.9) (2.7)

Total non-underlying items 9.0 4.8

2025

£m

2024

£m

Underlying operating profit 218.2 212.6

Depreciation, amortisation and impairment 109.1 108.8

Underlying EBITDA 327.3 321.4

Non-cash items 2.0 (13.5)

(Increase)/decrease in working capital (13.1) 27.7

Increase in provisions, retirement benefit and other non-current liabilities 15.3 30.9

Net capital expenditure (77.5) (60.0)

Additions to right-of-use assets (21.4) (26.4)

Sale of non-current assets 2.7 –

Free cash flow before interest and tax 235.3 280.1

Free cash flow before interest and tax to underlying operating profit 108% 132%

Net interest paid (20.9) (21.9)

Cash tax paid (38.5) (65.6)

Free cash flow 175.9 192.6

Dividends paid (36.7) (34.6)

Purchase of own shares for EBT (3.6) (20.1)

Purchase of own shares for share buyback (38.9) –

Acquisitions (0.6) (0.9)

Business disposals 0.2 (2.6)

Non-underlying items (10.6) (8.4)

Right-of-use assets/lease liability modifications (7.2) (8.8)

Foreign exchange movements 19.5 (6.8)

Movement in net debt 98.0 110.4

Opening statutory net debt (126.9) (237.3)

Closing statutory net debt (28.9) (126.9)

Amortisation of acquired intangibles

The £1.6m (2024: £3.3m) charge for amortisation of acquired intangible

assets relates to the RECON acquisition. The prior year charge also

included amounts related to intangibles acquired with Moretrench and

GKM Consultants.

Change in fair value of contingent consideration

Non-underlying other operating income of £1.3m (2024: £6.4m) arose

from a change in fair value of the contingent consideration related to the

non-controlling interest transaction to acquire 35% of Keller Company

Limited (our main Saudi Arabian subsidiary). The prior year also included

amounts related to the acquisitions of GKM Consultants and NWF.

Contingent consideration received on disposal of operations

The first instalment of contingent consideration of £0.2m in respect of the

South African business disposal in 2024 was received in the year.

Non-underlying taxation

A non-underlying tax credit of £1.9m (2024: £2.7m) has been determined

by assessing the tax impact of each component of the non-underlying

loss, and primarily relates to the tax relief for the finance transformation

and ERP projects.

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continuedChief Financial Officer’s review

Working capital

Net working capital increased by £13.1m (2024: decrease of £27.7m).

The net movement comprises an £8.0m increase (2024: £10.4m decrease)

in inventories and an increase in trade and other receivables of £42.5m

(2024: £54.4m), offset by an increase in trade and other payables of

£37.4m (2024: £71.7m). The movement in trade and other payables

includes movements in deferred revenue (contract liabilities). The increase

in the year is lower than in 2024, due to two significant customer advance

payments received in the prior year, which have now been utilised.

An increase in provisions, retirement benefit and other non-current

liabilities improved the working capital by £15.3m (2024: £30.9m).

Thisreflects an increase in provisions, as the amounts provided for

contract and legal disputes exceeded the amounts settled.

Capital expenditure

The Group manages capital expenditure tightly whilst investing in the

upgrade and replacement of equipment where appropriate. Net capital

expenditure, excluding leased assets, of £77.5m (2024: £60.0m) was net of

proceeds from the sale of equipment of £12.9m (2024: £29.0m). The asset

replacement ratio, which is calculated by dividing gross capital expenditure,

excluding sales proceeds on disposal of items of property, plant and

equipment and those assets capitalised under IFRS 16, by the depreciation

charge on owned property, plant and equipment, was 117% (2024: 113%).

Acquisitions, disposals and transactions with non-

controlling interests

Acquisition cash outflow of £0.6m in the year relates to an earnout

payment related to the acquisition of the 35% of our Saudi Arabia

subsidiary completed in 2023.

The business disposal cash inflow of £0.2m is the first-year earnout

receipt from the disposal of the South African subsidiary last year.

Financing facilities and net debt

Strong cash generation, combined with the borrowing headroom of

£447.1m (2024: £447.4m) has further strengthened the resilience of the

Group’s balance sheet.

The Group’s total net debt of £28.9m (2024: £126.9m) comprises loans

and borrowings of £218.9m (2024: £236.6m), lease liabilities of £91.5m

(2024: £98.0m) net of cash and cash equivalents of £281.5m (2024:

£207.7m). The Group’s term debt and committed facilities principally

comprise US private placement notes repayable in August 2030 ($120m)

and in August 2033 ($180m). The Group’s syndicated revolving credit

facility (£400m) was a five-year facility, with the option to extend for two

further years, with the agreement of the lenders; the first year extension

was secured this year, extending the facility to June 2030. It was undrawn

at the year end. At the year end, the Group had undrawn committed and

uncommitted borrowing facilities totalling £447.1m (2024: £447.4m).

The most significant covenants in respect of the main borrowing facilities

relate to the ratio of net debt to underlying EBITDA, underlying EBITDA

interest cover and the Group’s net worth. The covenants are required to be

tested at the half year and the year end. The Group operates comfortably

within all of its covenant limits. Net debt to underlying EBITDA leverage,

calculated excluding the impact of IFRS 16, was (0.2)x (2024: 0.1x), well

within the covenant limit of 3.0x and below the Group’s leverage target of

between 0.5x–1.5x. Calculated on a statutory basis, including the impact

of IFRS 16, net debt to EBITDA leverage was 0.1x at 31 December 2025

(2024: 0.4x). Underlying EBITDA to net finance charges, excluding the

impact of IFRS 16, was 21.5x (2024: 20.2x), well above the limit of 4.0x.

On an IFRS 16 basis, year-end gearing, defined as statutory net debt

divided by net assets, was 5% (2024: 21%).

Treasury policies and risk management

Currency risk

The Group faces currency risk principally on its net assets, most of which

are in currencies other than sterling. The Group aims to reduce the impact

that retranslation of these net assets might have on the consolidated

balance sheet, by matching the currency of its borrowings, where possible,

with the currency of its assets. The majority of the Group’s borrowings are

held in US dollars.

The Group manages its currency flows to minimise transaction exchange

risk. Forward contracts and other derivative financial instruments are used

to hedge significant individual transactions. The majority of such currency

flows within the Group relate to repatriation of profits, intra-Group

loan repayments and any foreign currency cash flows associated with

acquisitions. The Group’s treasury risk management is performed at the

Group’s head office.

The Group does not trade in financial instruments, nor does it engage in

speculative derivative transactions.

Interest rate risk

Interest rate risk is managed by mixing fixed and floating rate borrowings

depending upon the purpose and term of the financing. At 31 December

2025 all of borrowings were fixed rate.

The average month-end net debt during 2025, excluding IFRS 16 lease

liabilities, was £41.8m (2024: £96.5m). The Group had no material

discounting or factoring in place during the year. Given the relatively low

value and short-term nature of the majority of the Group’s projects, the

level of advance payments is typically not significant, although we have

negotiated advance payments on larger projects.

At 31 December 2025, the Group had no drawings under uncommitted

overdraft facilities (2024: £nil) and had drawn £199.7m of bank guarantee

facilities (2024: £201.8m).

Retirement benefits

The Group has defined benefit pension arrangements in the UK, Germany

and Austria.

The Group’s UK defined benefit scheme is closed to future benefit accrual.

The most recent actuarial valuation of the UK scheme was as at 5 April

2023, which recorded the market value of the scheme’s assets at £45.2m

and the scheme being 98% funded on an ongoing basis. Given the funding

level, contributions ceased in August 2024, with a total of £1.7m paid in

2024 and no cash contributions in 2025. Contributions will be reviewed

following the next triennial actuarial valuation to be prepared as at 5 April

2026. The 2025 year-end IAS 19 valuation of the UK scheme showed

assets of £41.6m, liabilities of £36.0m and a pre-tax surplus of £5.6m

before an IFRIC 14 adjustment to reflect the minimum funding requirement

for the scheme, which adjusts the closing position to a nil balance.

In Germany and Austria, the defined benefit arrangements only apply to

certain employees who joined the Group before 1997. The IAS 19 valuation

of the defined benefit obligation totalled £11.7m at 31 December 2025

(2024: £11.5m). There are no segregated funds to cover these defined

benefit obligations and the respective liabilities are included on the Group

balance sheet.

All other pension arrangements in the Group are of a defined

contributionnature.

The Group has a number of end of service schemes in the Middle East

as required by local laws and regulations. The amount of benefit payable

depends on the current salary of the employee and the number of years

of service. These retirement obligations are included on the Group’s

balance sheet and obligations are met as and when required by the Group.

The IAS 19 valuation of the defined benefit obligation totalled £3.7m at

31December 2025 (2024: £3.7m).

Currencies

The Group is exposed to both translational and, to a lesser extent,

transactional foreign currency gains and losses through movements in

foreign exchange rates as a result of its global operations. The Group’s

primary currency exposures are US dollar, Canadian dollar, euro and

Australian dollar.

As the Group reports in sterling and conducts the majority of its business

in other currencies, movements in exchange rates can result in significant

currency translation gains or losses. This has an effect on the primary

statements and associated balance sheet metrics, such as net debt and

working capital.

A large proportion of the Group’s revenues are matched with

corresponding operating costs in the same currency. The impacts of

transactional foreign exchange gains or losses are consequently mitigated

and are recognised in the period in which they arise.

Credit risk

The Group’s principal financial assets are trade and other receivables,

bank and cash balances and a limited number of investments and

derivatives held to hedge certain Group liabilities. These represent the

Group’s maximum exposure to credit risk in relation to financial assets.

The Group recognises impairment losses on trade receivables where

there is uncertainty over the amount we can recover from customers.

The amount recognised in underlying costs is a net credit of £0.5m

(2024: cost of £12.0m), a lower impact than the prior year.

The Group has procedures to manage counterparty risk and the

assessment of customer credit risk is embedded in the contract tendering

processes. The counterparty risk on bank and cash balances is managed

by limiting the aggregate amount of exposure to any one institution by

reference to its credit rating and by regular review of these ratings.

Return on capital employed

Return on capital employed is defined at Group level as underlying

operating profit divided by the accounting value of equity attributable to

equity holders of the parent plus net debt plus retirement benefit liabilities.

Return on capital employed in 2025 was 30.7% (2024: 28.2%).

David Burke

Chief Financial Officer

Approved by the Board of Directors and authorised for issue on

2 March 2026.

The following exchange rates applied during the current and prior year:

2025 2024

Closing Average Closing Average

USD 1.35 1.32 1.25 1.28

CAD 1.85 1.84 1.80 1.75

EUR 1.15 1.17 1.21 1.18

AUD 2.02 2.04 2.02 1.94

Keller Group plc Annual Report and Accounts 202570 71Strategic report Governance Financial statements Additional information

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Business units

Operating entities – projects

Strategic objectives • Risk appetite

Tone from the top

ExCom

Risk assessment • Risk reporting

Management of risks • Risk controls

Divisions

Keller’s strategic objectives

Risk reporting

Decision

Risk treatment

Residual risk reporting

Risk assessment

Monitoring

Principal risks

and uncertainties

Our business is subject to risks and uncertainties and as such

we have a risk management governance framework to identify,

evaluate, analyse and mitigate significant risks, including climate-

related risks and opportunities (CRROs), to the achievement of

our strategy. We have processes that seek to identify risks from

both a top-down strategic perspective and a bottom-up local

operating company perspective.

Risk management governance framework

The risk management process within Keller follows industry best practice, incorporating many of

the applicable principles of the risk management standard ISO 31000:2018 and ways of working

from leading risk management organisations. The adoption of a consistent risk management

process within a comprehensive framework can help to ensure that risk is managed effectively,

efficiently and coherently across Keller.

Principal risks and uncertainties

Effective risk management protects and

adds value to Keller and its stakeholders

and supports Keller’s objectives by:

• providing a framework that enables future risk

management activity to take place in a consistent

andcontrolled manner;

• improving decision-making, planning and prioritisation

by comprehensive and structured understanding of the

business activity, volatility andproject opportunity/

threat;

• contributing to a more efficient use/allocation of

capitaland resources within the organisation;

• reducing volatility in the non-essential areas of the

business;

• protecting and enhancing assets and company image;

• developing and supporting Keller’s people and

knowledge base; and

• optimising operational efficiency.

Important developments in 2025

The continued strengthening of our risk management framework

remained a key priority during 2025, as understanding and managing

both current and emerging risks is central to effective decision-

making in Keller.

During the year we undertook several initiatives to support this, which

included:

• We performed a review of our risk appetite and realigned our risk

impact matrix to our new Group baseline profitability. The agreed

changes were approved by the Board and updated in our Governance,

Risk and Compliance (GRC) tool and will be communicated out to the

business in Q1 2026.

• We continued to strengthen our internal control environment,

measured against a comprehensive set of Group Finance Standards

across a number of disciplines including financial reporting, accounting,

operational management, taxation and treasury, reinforcing a culture

of strong governance and risk management. This was independently

validated through both management review and the internal audit

programme.

• We recruited a team of qualified and experienced assurance

professionals, boosting our capability in the second line of defence during

2025. Working with senior management, they have commenced testing

for the robust assurance programme developed appropriate to Keller’s

size and complexity. This will be further tested and refined during 2026.

• Successfully delivered training as required for our GRC tool across the

organisation during 2025, which will further enhance our capability

to manage, monitor and report on our internal control and risk

management environment.

• Continued to improve the quality of data on risk reporting across the

Group using the GRC tool with its ability to share data in real time,

including climate-related risks and opportunities. Regular robust and

engaging management reviews of risk throughout the organisation

were also instrumental in supporting this.

• Dry-run testing of the material controls identified and approved by

the Board in December 2024, to ensure readiness for Provision 29

reporting, with a focus on IT General Controls and Financial and Non-

financial Reporting controls.

Key areas of focus for 2026

• We will continue to focus on deepening the understanding and use of

our risk management data consistently across the Group using our risk

management platform. Targeted training and business unit level risk

workshops supported by subject matter experts will ensure a consistent

methodology is used when identifying, assessing, managing and

reporting on risks. These changes will lead to continued improvement

and consistency of risk reporting and in turn support knowledge sharing

across business units and a timely and robust decision-making process.

• We will also perform a comprehensive review of our risk appetite

with the Board and make any agreed changes in our GRC tool and

communicate out to the business through the regular review process.

• Following the development and deployment of the new Project

Performance Management application, adherence to the new Project

Performance Management standard and the effectiveness of the

new application developed to support it, will be reviewed across the

organisation through second-line review of material controls.

• We will continue to focus on testing our assurance programme in

readiness for Provision 29 requirements, especially in the second line of

defence, which has been adequately resourced to ensure our first line

internal control environment is operating effectively.

• We will continue to further develop and widen the scope of the CRROs

scenario analysis tools, in line with the recommendations of the Task

Force on Climate-related Financial Disclosures (TCFD).

Keller Group plc Annual Report and Accounts 202572 73Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionPrincipal risks and uncertainties

Identification, reporting and

ongoing management of risks,

including climate-related risks

and opportunities

Operational executive responsibility

for the risk management approach

Implementation of internal controls

Identification and management of risks, including climate-related

risks and opportunities, at a business unit level

Internal controls monitoring

Risk awareness and safety culture in day-to-day operations

Development and execution of appropriate mitigating actions

Supports the ARC in evaluating

the effectiveness of risk mitigation

strategies and internal controls

implemented by management

Management of outsourced

IAfunction

Regular review of divisional risk

registers

Provision of assurance on the

key risks mitigating controls

Execution of risk-based

audit plan

Our risk governance framework

Formal and transparent policies and procedures for risk management and internal controls

Determination of the nature and extent of the company’s principal and emerging risks,

including climate-related risks and opportunities

Bottom-up

Oversight, identification,

assessment and

mitigation of risks

atoperational and

business unit level

Top-down

Oversight, identification,

assessment and

mitigation of risks at

Group level

Group Head of

Risk and Assurance

Internal Audit (IA)

Executive

Committee

Reviews the effectiveness of our risk management

and internal controls systems

Monitors risk exposures against risk appetite

Approval of interim and year-end risk

disclosures, including climate-related risks

and opportunities and viability statement

Sets tone on risk management culture

Approval of Group’s risk appetite

Robust assessment of the Group’s principal

and emerging risks, including climate-related

risks and opportunities

Recommendation of interim and year-end risk

disclosures, including climate-related risks and

opportunities and viability statement

Board

Audit and Risk

Committee (ARC)

Divisions, business units and functions

Our risk appetite

The Group’s risk appetite drives high standards of health, safety and

environmental compliance, and a focus on commercial risks and

opportunities. This approach was reviewed in 2025 and communicated

out to the business during regular risk review meetings to ensure it was

fully understood across the organisation, allowing us to continue to

collectively build a profitable and leading market share whilst limiting the

Group’s risk exposures to an acceptable level. This level of risk is considered

appropriatefor Keller to accept in achieving strategic objectives.

Risk identification and impact

The Group’s principal risks are analysed on a residual (post-mitigation) basis.

Risk trends

The ongoing review of the Group’s principal risks focuses on how these

risks may evolve as well as a consideration of emerging and climate-related

risks, which we identified and impact-assessed over the short term (ie

the next year), medium term (ie two to five years) and long term (ie six to

30 years). As such, horizon scanning and reviewing emerging potential

legislation forms key elements of the risk review process.

These elements are embedded within the Group’s day-to-day

management of risk and its current risk reporting processes. The Audit

and Risk Committee and the Board reviewed the Group’s principal risks

and uncertainties at their meetings in July 2025 and December 2025.

Keller’s operational and financial performance in an often uncertain

macroeconomic environment during 2025 was extremely encouraging

and our exposure to our principal risks and uncertainties has not changed

materially since the publication of last year’s annual report. However,

macroeconomic and legislation challenges continue to impact our markets,

including the continued level of interest rates, which while reducing are

doing so at a slower pace than expected, and the continued political

instability in key regions where Keller operates. The following principal risks

will continue to be closely monitored throughout 2026:

• a rapid downturn in our markets;

• climate change; and

• ineffective management of our projects.

Information on these and the Group’s other principal risks is set out from

page 76 onwards.

Developing the viability statement

In developing the viability statement, it was determined that a three-

year period should be used, consistent with the period of the Group’s

business planning processes and reflecting a reasonable approximation

of the maximum time taken from procuring a project to completion.

Management reviewed the principal risks and considered which of

these risks might threaten the Group’s viability. It was determined that

none of the individual risks would in isolation compromise the Group’s

viability, and so a number of different severe but plausible principal risk

combinations were considered. A downside sensitivity analysis, as well

as a consideration of any mitigating actions available to the Group, was

applied to the Group’s three-year cash flows forecasted as part of the

business planning process and presented to the Board for discussion,

further to review by the Audit and Risk Committee. The Board discussed

the process undertaken by management, and also reviewed the results

of stress testing performed to ensure that the sensitivity analysis was

sufficiently rigorous. The Board also carried out a robust assessment of

the principal risks facing the Group, including those that would threaten

its business model, future performance, solvency or liquidity.

Viability statement

In accordance with provision 31 of the UK Corporate Governance

Code, the Directors have assessed the prospects of the Group over a

three-year period.

The Board selected the three-year period as:

• the Group’s business planning and budget processes are carried out

over a three-year period which provides the relevant estimates; and

• three years is a reasonable approximation of the maximum time

taken from procuring a project to completion and therefore reflects

our current revenue earning cycle.

The Group’s committed facilities principally comprise US private

placement notes repayable in August 2030 ($120m) and in August

2033 ($180m). The Group also has a £400m syndicated revolving credit

facility which was refinanced during 2024 and is due to expire in June

2030. The assessment therefore assumes that the Group will continue

to have access to this funding throughout the viability period.

The review included cash flows and other key financial ratios over the

three-year period. These metrics were subject to sensitivity analysis

which involves flexing a number of the main assumptions underlying

the forecast both individually and collectively.

Downside sensitivity analysis was carried out to evaluate the potential

impact on the Group of a global downturn in the construction/

geotechnical market. Revenues in 2026 and 2027 were assumed to

decrease by 10% year-on-year with an operating margin deterioration

in proportion.

A number of other downside risks were also modelled, including the

margin risk of ineffective project execution, worsening working capital

performance and unforeseen settlements. The Directors’ assessment

has been made with reference to the Group’s current position and

prospects, the Group’s strategy, the Board’s risk appetite and the

Group’s principal risks and how these are managed, as detailed in the

Strategic report.

On the basis of the above and other matters considered and reviewed

by the Board during the year, the Board has reasonable expectations

that the Group will be able to continue in operation and meet its

liabilities as they fall due over the next three years. In doing so, it is

recognised that such future assessments are subject to a level of

uncertainty that increases with time and, therefore, future outcomes

cannot be guaranteed or predicted with certainty.

Going concern

The Group’s business activities, together with the factors likely to

affect its future development, performance and position, are set out

in the Strategic report. The financial position of the Group, its cash

flows and liquidity position are described in the Chief Financial Officer’s

review, with details of the Group’s treasury activities, long-term funding

arrangements and exposure to financial risk included in note 26 to the

consolidated financial statements.

The Group has sufficient financial resources which, together with

internally generated cash flows, will continue to provide sufficient

sources of liquidity to fund its current operations, including its

contractual and commercial commitments and any proposed dividends.

The Group is therefore well placed to manage its business risks. After

making enquiries, the Directors have formed the judgement at the

time of approving the financial statements, that there is a reasonable

expectation that the Group has adequate resources to continue in

operational existence for the period through to 31 March 2027. For this

reason, they continue to adopt the going concern basis of accounting in

preparing the financial statements.

continuedPrincipal risks and uncertainties

1 Effective 1 January 2026 we moved to a co-sourced IA model. More detail in page 135.

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We list on the following pages the principal risks and uncertainties as determined by the Board that

may affect the Group and highlight the mitigating actions that are being taken. The content of the

table, however, is not intended to be an exhaustive list of all the risks and uncertainties that may arise.

What we review when assessing our principal and key risks:

Risk ownership

Each risk has a named owner. In addition, each principal risk is sponsored

by a member of the Executive Committee, who drives progress.

Risk velocity

Measuring how quickly the risk reaches its impact assessment in the

event the risk crystallises.

Likelihood and impact

Managed through a globally applied five-by-five scoring matrix.

Mitigating actions

Further controls and mitigating activities required to further mitigate

likelihood or impact of the risk.

Net risk

After mitigating controls are taken into account.

Strategic levers

Capturing the impact on the Group’s strategic levers and

interdependencies between principal risks.

Risk appetite

Defined at a risk category level and split into five levels.

Emerging risks

Any relevant emerging risks where the principal risk is impacted

captured under medium and long-term assessed risks.

All principal risks are detailed in a standardised format. This ensures an effective and consistent review, understanding, monitoring and

reportingthroughout the Group, both in the terminology and the assessment itself. The top-down process includes a rigorous review by

boththe Executive Committee and the Board twice a year. The bottom-up process includes at least quarterly reviews facilitated by the

GroupHead of Risk and Assurance at a business unit level across the Group. In addition, deep dive reviews are conducted as required

with results fed intorespective reviews.

Risk movement since 2024

Increased risk Reduced riskConstant risk

1 32

Link to strategy

Portfolio PipelinePerformance

Timeframe and link to viability

Short term Long termMedium term Link to viability

Key

Financial risk

1. Inability to finance our business

Risk owner – Chief Financial Officer

Link to strategy:

Timeframe:

Link to viability:

Reduced facility

headroom

Description and impact

Failure to sufficiently and effectively manage the financial strength of

the Group could lead it to:

• Fail to meet required tests that allow it to continue to use the going

concern basis in preparing its financial statements.

• Fail to meet financial covenant tests, potentially leading to a default

event.

• Have a lack of available funds, restricting investment in growth

opportunities, whether through acquisition or innovation.

• Be unable to meet dividend payment requirements.

Causes

• Failure to accurately forecast material

exposures and/or manage the financial

resources of the Group.

Mitigation and internal controls

• Centralised Treasury function that is responsible for managing key

financial risks, including liquidity and credit capacity.

• Mixture of long-term committed debt with varying maturity dates

which comprise a £400m revolving credit facility maturing in 2031 and

a US private placement debt of $300m, with $120m maturing in 2030

and $180m maturing in 2033.

• The Group maintains significant undrawn facilities within a high-

quality RCF bank syndicate, which underpins the liquidity

requirements of the Group.

• Strong free cash flow profile – flexibility on capital expenditure and

ability to reduce dividends.

• Embedded procedures to monitor the effective management of cash

and debt, including weekly cash reports and regular cash flow

forecasting to ensure compliance with borrowing limits and lender

covenants.

• Culture focused on actively managing our working capital and

monitoring external factors that may affect funding availability.

Movement since 2024

Seven-year £400m RCF secured (initial five

years with two one-year extensions). The first

RCF one-year extension request was

submitted to the RCF agent. Acceptance of

the extension has been given, extending the

RCF maturity to June 2030. This, along with

continued strong operational performance in

2025, demonstrates a clear ability to manage

both existing and future risks.

Market risk

2. A rapid downturn in our markets

Risk owner – Chief Financial Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

Revenue decline

Description and impact

Inability to maintain a sustainable level of financial performance

throughout the construction industry market cycle, which grows more

than many other industries during periods of economic expansion and

falls harder than many other industries when the economy contracts.

Any significant, sustained reduction in the level of customer activity

could adversely affect the Group’s strategy, reducing revenue and

profitability in the short and medium term, and negatively impact the

longer-term viability of the Group.

Causes

• Customers postponing or reducing

investment in ongoing and new projects at

short notice.

• Impact of increasing inflation, especially in

steel, cement and energy.

• Political instability leading to disruption in

supply chains impacting both availability

andprice.

Mitigation and internal controls

• The diverse markets in which the Group operates, both in terms of

geography and market segment, provide protection to individual

geographic or segment slowdowns.

• Leveraging the global scale of the Group, talent and resources can be

redeployed to other parts of the company during individual market

slowdowns.

• Having strong local businesses with in-depth knowledge of the local

markets enables early detection and response to market trends.

• The diverse customer base, with no single customer accounting for

more than 4% of Group revenue, reduces the potential impact of

individual customer failure caused by an economic downturn.

Movement since 2024

The Group continues to maintain a very strong

order book across all divisions at near record

levels. Inflation and interest rate risk is now

beginning to abate in Keller’s key markets.

Geopolitical uncertainty continues both due

to the conflicts in Ukraine and Gaza, plus the

impacts of US tariff policy.

continuedPrincipal risks and uncertainties

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Strategic risks

3. Losing our market share

Risk owner – Chief Financial Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

Revenue decline

Description and impact

Inability to achieve sustainable growth, whether through organic

growthacquisition, new products, new geographies or industry-specific

solutions, may:

• Jeopardise our position as the preferred international geotechnical

specialist contractor.

• Lead to inefficiencies and increased operating costs, which in turn

could impact our ability to deliver balanced profitable growth, which

isa key component of our strategy.

• Failure to deliver on our key strategic objective may result in the loss

of confidence and trust of our key stakeholders including investors,

financial institutions and customers.

Causes

• Increased competitor activity especially in

tight or contracting markets.

• Failure to adjust to changing customer

demands or fully understand and meet

theirrequirements.

• Inability to identify changes in market

demands, including changes to promote

sustainability.

Mitigation and internal controls

• An annual business strategy planning cycle from which we identify

growth opportunities and actions to address market developments,

which are monitored at local, divisional and Group level.

• Continued analysis of existing and target markets to ensure

opportunities that they offer are understood.

• Business development and opportunities pipeline which is sector

agile to growth segments of the construction market.

• A geographically diverse local branch network which facilitates

customer relationships and helps secure repeat work.

• Continually seeking to differentiate our offering through service

quality, value for money and innovation.

• Defined Group M&A Standard to ensure appropriate due diligence of

target companies including operational and cultural differences,

potential synergies and carefully managed integration plans.

Movement since 2024

We continued to see strong performance

across Keller supported by the diverse product

range to maintain and grow our market share.

4. Ethical misconduct and non-compliance with regulations

Risk owner – General Counsel and Company Secretary

Link to strategy:

Timeframe:

Link to viability:

One-off costs

Description and impact

Keller operates in many different jurisdictions and is subject to various

laws, regulations and other legal requirements. Failure to comply with

those laws or regulations or the Code of Business Conduct could leave

the Group exposed to:

• Instances of bribery and corruption.

• Fraud and deception.

• Human rights abuses, such as modern slavery, child labour abuses

and human trafficking.

• Unfair competition practices.

• Unethical treatment within our supply chain.

• Personal data breaches.

This could also apply to M&A activity in relation to past deeds of

acquired companies.

These failures could result in regulatory investigations and legal

proceedings, leading to fines and penalties, reputational damage and

business losses.

Causes

Failure to comply with laws, regulations or the

Code of Business Conduct could stem from:

• Failure to establish a robust corporate

culture.

• Failure to identify or adequately address

compliance risks, including new laws and

regulations.

• Failure to embed the Group’s values and

behaviours across the entire organisation.

• Failure to have clear compliance policies and

procedures.

• Failure to have a robust training and

monitoring programme in place.

• Inadequate due diligence in M&A process.

• Deliberate non-compliance.

4. Ethical misconduct and non-compliance with regulations continued

Risk owner – General Counsel and Company Secretary continued

Mitigation and internal controls

• A Code of Business Conduct that sets out minimum expectations for

all colleagues in respect of ethics, integrity and legal requirements,

that is updated regularly and is backed by a training programme to

ensure that it is fully embedded across the Group.

• Compliance policies and procedures which underpin the Code of

Business Conduct.

• Ethics and Compliance Officers in every business unit who support

the ethics and compliance culture and ensure best practice is

communicated and embedded into local business practices.

• Regular risk reviews across the Group to ensure compliance risks are

identified and addressed.

• Ethics and compliance updates to the Audit and Risk Committee

semi-annually.

• A Group M&A Standard that sets out the approach and process to be

followed for any M&A activity.

• An independent third-party whistleblowing helpline that is actively

promoted. Complaints are independently investigated by the

Compliance and Internal Audit teams and appropriate action taken

where necessary.

• A Compliance Committee with representation from the divisions and

functions.

Movement since 2024

We continue to review and refresh our

compliance policies and training programme.

We have updated our procedures to reflect

the introduction of the UK 'failure to prevent

fraud' offence in September 2025.

The Compliance Committee was formed in

Q4 2025 to oversee, support and advance

Keller’s ethics and compliance programme.

5. Inability to maintain our technological product advantage

Risk owner – Chief Construction Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

Description and impact

Keller has a history of innovation that has given us a technological

advantage which is recognised by our clients and competitors. Failure

tomaintain this advantage through the continued technological

advancements in our equipment, products and solutions may:

• Impact our position in the market.

• Result in us not being selected for key complex, high-value projects

thatsupport the Group strategy.

• Result in the loss of reputation for delivering the best engineered

solutions.

Causes

• Failure to maintain investment in

innovation and digitisation.

• Increased competitor investment in

innovative solutions.

• Failure to continue to invest in our people.

Mitigation and internal controls

• Innovation initiatives developed at both Group and divisional level to

ensure a structured approach to innovation is in place across the Group.

• Innovation in low-carbon materials (cement, concrete, cement-free

binders), by carrying out field trials and collaborating with cement

suppliers and other companies innovating in this space.

• Digitisation initiatives focusing on strategy of facilitating equipment

andoperational data capture.

• We take a leadership role in the geotechnical industry, with many of our

team playing key roles in professional associations and industry

activities around the world.

• Global product teams set standards, provide guidance and disseminate

best practice across the Group.

• Continued investment in both external and internal equipment

manufacture.

Movement since 2024

continuedPrincipal risks and uncertainties

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Strategic risks continued

6. Climate change

Risk owner – Chief Construction Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

One-off costs

Description and impact

Climate change is a global threat and failure to manage and mitigate it

could lead to:

• An inability to achieve Keller’s commitment to deliver solutions in an

environmentally conscious manner, which may in turn have a negative

impact on our reputation, affect employee morale and lead to a loss

of confidence from our customers, suppliers and investors.

• Product offerings and equipment used becoming obsolete because

they are no longer compliant with environmental standards.

• Remediation of non-compliant work at our own expense to maintain

compliance.

Causes

• Failure to update product and equipment

offerings in line with both legislation and

customer demand.

Mitigation and internal controls

• Sustainability Steering Committee that is responsible for integrating

sustainability targets and measures into the Group business plan to

successfully drive changes important to the company.

• Scope 1 and 2 carbon emissions verified by accredited external third

party (Carbon Intelligence).

• Carbon calculator tool used to identify/improve carbon efficiency.

• Processes to meet TCFD requirements embedded into business-as-

usual activities.

• Cross-functional working group created to understand and develop

processes and procedures to meet the Corporate Sustainability

Reporting Directive (CSRD) legislation.

Movement since 2024

We continue to win project opportunities

related to climate resilience. This is tempered

by the introduction of more legislation relating

to climate impact, eg CSRD in Europe.

We continue to focus on delivering against our

sustainability targets and meeting TCFD

reporting requirements.

Operational risks

7. Ineffective management of our projects

Risk owner – Chief Construction Officer

Link to strategy:

1 2

Timeframe:

Link to viability:

Contract

margin decline

Description and impact

Inability to successfully deliver projects in line with the agreed customer

requirements (while maintaining satisfactory and appropriate

contractual terms), site and loading conditions and local constraints (eg

neighbouring buildings). In addition, an inadequate design of a customer

product and/or solution or failure to effectively manage suppliers may

lead to:

• Cost overruns, contractual disputes and a failure to meet quality

standards, damaging our reputation with the customer and giving rise

to potential regulatory action and legal liability, ultimately impacting

financial performance.

• Delays to executing projects waiting for materials and ongoing

business disruption, along with additional costs to find alternative

suppliers.

• Exposing the Group to long-term obligations including legal action

and additional costs to remedy solution failure.

Causes

• Misinterpretation of client requirements or

miscommunication of requirements by the

client may lead to a poorly designed solution

and consequently failure.

• Failure to understand and engage with the

customer on a balanced approach to

allocation or sharing of risk in the contract.

• Failure to identify and manage risks in our

projects to ensure that they are delivered on

time and to budget, eg due to unforeseen

ground and site conditions, weather-related

delays, unavailability of key materials,

workforce shortages or equipment

breakdowns.

• Lack of comprehensive understanding of

contract obligations.

• Inadequate resources (people, physical

assets and materials).

7. Ineffective management of our projects continued

Mitigation and internal controls

• Ensuring we understand all of our risks throughout the Project

Performance Management process and applying rigorous policies and

processes to manage and monitor risks and contract performance.

• The Group has professional commercial/contracts personnel and

lawyers engaged when negotiating contracts.

• Ensuring we have high-quality people delivering projects. Keller’s

Project Management Academy and Field Leadership Academy are

designed to create project managers with a consistent skill set across

the entire organisation. The academies cover a broad range of topics

including contract management, planning, risk assessment, change

management, decision-making and finance.

• Continuing to enhance our technological and operational capabilities

through investment in our product teams, project managers and our

engineering capabilities.

• High-quality safety standards for operations (eg platform, cage

handling), equipment standards and fleet renewal.

• The Project Lifecycle Management (PLM) Standard aims to drive a

consistent approach to project delivery with robust controls at every

project phase. This is currently being updated and will be renamed

Project Performance Management (PPM). Alongside the updated

standard will be an app to support the efficient and effective execution

of projects.

• The Group has developed long-term partnerships with key suppliers,

working closely with them to understand their operations, but is not

over-reliant on any single one, with an extensive network of approved

suppliers in place across the organisation to support its strategic

ambitions.

• A Supply Chain Code of Business Conduct that sets out minimum

expectations for all suppliers in respect of ethics, integrity and

regulatory requirements, that is updated annually.

Movement since 2024

Project execution in 2025 continued to

maintain the improvement trend witnessed

throughout 2024. The new Project

Performance Management process was

successfully trialled in three branches in North

America and will put in place better controls to

ensure continued effective execution of

projects across Keller. Following the successful

trial, full rollout across Keller will commence in

Q1 2026.

8. Causing a serious injury or fatality to an employee or a member of the public

Risk owner – Chief HSEQ Officer

Link to strategy:

Timeframe:

Link to viability:

One-off costs

Description and impact

Failure to maintain high standards of health and safety, and an increase

in serious injuries or fatalities leading to:

• An erosion of trust of employees and potential clients.

• Damage to staff morale, an increase in employee turnover rates

and a decrease in productivity.

• Threat of potential criminal prosecutions, fines, disbarring from

future contract bidding and reputational damage.

Causes

• Inadequate risk identification, assessment

and management.

• Lack of clear leadership driving the safety

culture.

• Lack of employee competency.

• Conscious decision taken by employee to

shortcut approved process to benefit

production.

• Poorly designed processes that do not

eliminate or mitigate risk.

• Lack of focus on the wellbeing and mental

health of employees and JV partners.

Mitigation and internal controls

• Board-led commitment to drive health and safety programmes and

performance with a vision of zero harm.

• An emphasis on safety leadership to ensure both HSEQ professionals

and operational leaders drive implementation and sustainment of our

safety standards through ongoing site presence, using safety tours,

safety audits, safety action groups and mandatory employee training.

• Ongoing improvement of existing HSEQ systems to identify and

control known and emerging HSEQ risks, which conform to internal

standards.

• Incident Management Standard and incident management software

driving a robust and consistent management process across the

organisation that ensures the cause of the incident is identified and

actions are put in place to prevent recurrence.

Movement since 2024

continuedPrincipal risks and uncertainties

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Operational risks continued

9. Not having the right skills to deliver

Risk owner – Chief People Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

Description and impact

Failure to attract, develop and retain the right people could negatively

impact our:

• Capability to win and execute work safely and efficiently.

• Ability to stay ahead of our competition.

• Reputation and the confidence of our key stakeholders.

Causes

• Inability to recruit and retain strong

performers.

• Lack of a diverse workforce.

• Failure to maintain and promote the Keller

culture.

• Overheating of market causing significant

increase in demand or competition for people.

• Lack of visibility of long-term pipeline for

career progression resulting in existing

employees leaving the business.

• Post COVID-19 recovery driving increase in

attrition or people leaving sector.

• Pressure from wage inflation and increased

offers from competition.

Mitigation and internal controls

• Continuing to invest in our people and organisation in line with the

four pillars of the Keller People agenda as noted below.

• Ensuring that the ‘Right Organisation’ is in place with people having

clear accountabilities; each organisational unit is properly

configured with a matrix of line management, functional support

and product expertise.

• As an industry leader, that Keller is made up of ‘Great People’ that

are well trained, motivated and have opportunities to develop to

their full potential. Project managers and field employees receive

comprehensive training programmes which cover a broad range of

topics including contract management, planning, risk assessment,

change management, decision-making and finance.

• A strong focus on the ‘Exceptional Performance’ of employees in

delivering commercial outcomes safely for Keller based upon

project successes for our customers. Business leaders are

incentivised to deliver their annual financial and safety

commitments to the Group.

• The ‘Keller Way’ provides guidance to the company’s employees

and leaders to comply with local laws and work within Keller’s values

and Code of Business Conduct.

Movement since 2024

There are still some pockets of pressure on

competition for skilled personnel in some parts

of Keller.

However, generally, job markets are beginning to

show signs of a slowdown, which will hopefully

ease this issue. The focus remains on retaining

staff with the right skills to deliver.

continuedPrincipal risks and uncertainties

10. Information Technology, cyber security and assurance

Risk owner – Chief Information Officer

Link to strategy:

1 32

Timeframe:

Link to viability:

Description and impact

Failure, degradation or error in IT systems or cyber security

incidents could result in:

• Loss of intellectual property and competitive advantage.

• Loss of personal data.

• Operational impact restricting the ability to carry out business-

critical activities.

• Potential fines and penalties.

• Reputational damage leading to loss of market and customer

confidence.

• Failure to meet client IT or security requirements to win or

maintain contracts.

Causes

• Failure to maintain appropriate threat

prevention, identification and resolution

mechanisms either technically or through

processes.

• Poor internal governance.

• Failure to embed preventative culture.

• Lack of or inadequate training and awareness

leading to mistakes and errors.

• Inconsistent approach to data security,

especially with JV partners and external third

parties.

• Cyber attacks.

• Failure to obtain or maintain external security

certifications that are required by clients.

Mitigation and internal controls

• The Group has a cyber security and information assurance team

and is utilising zero-trust layered technology.

• The Group has created an Information Security Management

System framework, referencing industry standards to ensure

appropriate governance, control and risk management and then

onward management for compliance, maturity and development

of service.

• Introduction of technical capabilities and services to further

enable prevention, detection, prediction and response services.

• Multi-factor authentication for all users prevents unauthorised

access to Keller’s networks and applications and further controls

limit access to only Keller-approved devices.

• Advanced threat protection on all IT equipment delivers

comprehensive, ongoing and real-time protection against viruses,

malware and spyware.

• Data protection framework to ensure compliance with the

General Data Protection Regulation (GDPR) and other standards

of data protection.

• Proactive threat-hunting throughout the environment.

Movement since 2024

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TCFD statement

Task Force on

Climate-related

Financial Disclosures

Keller has considered the risks and opportunities posed to the business by climate

change, and the impacts it may face over several time horizons. The following

statement discloses Keller’s climate-related financial information and actions

the business is taking to respond to climate change. It is consistent with the

recommendations of the Task Force on Climate-related Financial Disclosures

(TCFD) in compliance with Listing Rule 6.6.6R(8).

Board oversight of climate-related risks

andopportunities

The Board is ultimately responsible for the oversight of climate-related

risks and responsibilities, and for ensuring that the Group’s approach to

sustainability is implemented across the business. The Group’s governance

framework is structured to provide regular and relevant updates to the

Board in order to support informed decisions on climate-related matters.

The governance framework is outlined in full on pages 114 and 115, and

the organisational and reporting structure for climate governance and

sustainability is depicted on page 86.

ESG and sustainability, including the management of climate-related

issues, was a listed topic on the agenda at three Board meetings in the last

year, corresponding to the ESG Board report which was delivered to the

Board on a regular basis, ensuring a clear reporting line on all ESG matters,

including climate risk, to the Board. Juan G. Hernández Abrams is the Chair

of the Sustainability Committee, and is the designated Director for ESG

and sustainability matters. Additional discussions on sustainability-related

matters also take place as required.

The Sustainability Committee, a Main Board Committee, has oversight

of the Board’s responsibilities in relation to environmental matters,

including climate-related matters. In line with its terms of reference, this

committee convenes a minimum of three times a year, and is comprised of

independent Non-executive Directors (NEDs).

Sustainability executive responsibilities are embedded across the

Executive Committee, the Main Management Committee responsible

for climate-related and environmental matters alongside other ESG and

sustainability topics. This reflects the maturity of our sustainability strategy

and reinforces that environmental, social and governance performance

must sit firmly with business and functional leaders who can drive practical

action and measurable outcomes.

In parallel, there is a Sustainability Discussion Group composed of

representatives from each division – NA, EME and APAC – and the Group’s

relevant functions. This group convened quarterly in 2025 and reported

to the Sustainability Committee and to the Executive Committee. As

part of the risk management process for climate risks, the Sustainability

Discussion Group is responsible for identifying climate-related risks and

reporting these to the Audit and Risk Committee, a Main Board Committee,

which in turn reports to the Board. More detail on the risk management

process for climate-related risks is given in the Risk Management section

of this statement and in the Principal risks and uncertainties section of this

Annual Report and Accounts (from page 72).

ESG and sustainability matters, including climate-related issues, are taken

into account in core strategic decisions by the Board and management via

a formal Project Review process. This process incorporates assessment of

the viability of projects on the grounds of safety and legal compliance. The

Group is continuing to develop a stage of this process which would also

incorporate assessment of project viability on the grounds of climate-

related impact. Currently, we incorporate an assessment of projects based

on the financial impact that would be had as a consequence of an adverse

reputational event.

This process of incorporating climate-related issues has fed into

core strategic decisions. For example, in2025, we introduced a Group

Sustainability Data Controller role to support with data collection and

assurance. Additionally, from page 30, we have now visualised the

Group’s value chain to help identify risks and opportunities upstream

anddownstream of our own operations.

The Board monitors and oversees progress against goals and targets

for assessing and addressing climate-related risks and opportunities,

and to ensure continual progress. This is done principally through the

Sustainability Committee, and also through the Remuneration Committee

where there is an impact on executive remuneration. The Board uses

a skills matrix when hiring for new roles to ensure the correct skills and

competencies are present. This includes skills and competencies to

oversee our strategy to respond to climate-related risks and opportunities

(CRROs), including qualifications relating to ESG matters. This matrix is

reviewed and updated each time a new position is appointed.

Management’s role in assessing and managing

climate-related risks and opportunities

Sustainability remains part of Keller’s long-term strategy and purpose.

Ourcommitment to reducing environmental impact, supporting our

people and communities, and operating with integrity, remains unchanged.

The Sustainability Discussion Group, led by executives responsible for

Planet, People and Principles, allows divisions and functions to raise

sustainability challenges, including on climate-related topics, to the

Executive Committee and to the Board. This group acts as a forum for

different areas of the business to convene and discuss sustainability

strategy, and for sharing sustainability best practice between divisions.

The group is also responsible for integrating sustainability targets and

measures into the Group business plan, in order to successfully drive

changes important to the company.

Each division of the business has a ‘Team Planet’, a group responsible

for climate-related issues. These teams are composed of multiple

representatives from diverse roles across each division, from design

and procurement through to operations, and each includes at least one

representative from each business unit.

Each Team Planet works alongside the Group’s HSEQ teams and those

responsible for local climate risk registers to help bring CRROs and

associated issues to the attention of management so that they can be

acted on. For example, Team Planet are critical in grounding our climate

scenario modelling in the actual contractual and practical landscape of our

projects. We used multiple Team Planet members to help create financial

impact assumptions for extreme weather events in our quantitative

scenario analysis.

Governance

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Contents Generation - Section Contents Generation - SectionTCFD statement

Governance continued

Organisational and reporting structure for climate governance and sustainability

The Sustainability Committee provides oversight of TCFD activities on behalf of the Board.

The committee is supported by the TCFD working group on TCFD matters.

The Sustainability Discussion Group has a wider remit than the TCFD working group and feeds

throughsustainability matters to the Executive Committee.

Board of Directors

Executive Committee

Sustainability Committee

Sustainability Discussion Group

Divisional and Group representatives

Group functions:

Sustainability Finance Investor Relations

HSEQ Risk and Assurance People

Engineering and Operations Communications Company Secretariat

Legal

North America

Divisional representative

Business unit managers

Function heads

Team Planet

Divisional representative

Business unit managers

Function heads

Team Planet

Divisional representative

Business unit managers

Function heads

Team Planet

EME APAC

TCFD working group

Introduction

The long-term success of the Group’s business depends on actively

assessing, analysing and managing the potential impacts of climate-

related risks, and adapting our operations to take advantage of

opportunities, in order to create a strong position in the transition

to a low-carbon economy.

As a business which provides a wide variety of services across multiple

geographies, Keller is exposed to a variety of impacts from climate

change across the short, medium and long term. Across different

potential climate scenarios, areas of the business will face increased

physical impacts as a consequence of global temperature rise and

more frequent extreme weather events, increased transition risks

owing primarily to regulation and changing markets, and transition

opportunities afforded by the growth of different sectors and the

demand for low-carbon geotechnical solutions.

To maintain oversight on our CRROs, and to ensure that business units

are best equipped to lead and deliver appropriate climate mitigation,

we have developed an internal climate-related risk register owned at

the business unit level. CRROs are evaluated at the business unit level

and fed back to the Group, where a consolidated view on their relative

severity is produced.

Time horizons

Time horizons for the impacts of CRROs are defined as follows:

•

Short term 1 year

•

Medium term 2–5 years

•

Long term 6–30 years

continuedTCFD statement

Strategy

These divisions take into consideration both business cycles and the

long-term time horizons relevant to physical climate risk. The short-

term risk is defined as one year in recognition of the short-term nature

of the majority of our projects, which are typically bid for, won and

executed within one year. The medium term aligns with the business

planning horizons used for the viability statement. The long term aligns

to publicly available climate projections, which extend to 2050, and which

provided the time range for our scenario analysis. These timeframes are

also recognised by CDP as consistent with current best practices for

TCFD disclosures.

2025 2030

2055

2026

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Scenario analysis

Quantitative scenario analysis is used in order to evaluate the potential

financial impacts to the Group from a range of our identified CRROs.

We update the financial modelling and underlying business data used in

scenario analysis annually, in order to ensure the accuracy and relevance

of outputs. As the sophistication of climate science, availability of data

and clarity around regulation all increase, we expect to continue to

enhance the completeness and precision of our scenario analysis.

The table below shows the CRROs which have been covered by

quantitative analysis, and shows the scope of the scenarios used in the

analysis. Our physical risk modelling covers Keller’s operations globally.

Details on each part of the quantitative scenario analysis and how

our CRROs are addressed are given from page 94. Note that financial

quantification in this quantitative scenario analysis refers to inherent

risk, while impacts given for CRROs in this section (H/M/L) account for

mitigations as well, ie they refer to residual risk.

Physical risk Transition risk and opportunity

Geographies Global Global

• Opportunity from increased projects in transition-linked sectors.

• Risk of decreased revenue from projects in fossil fuel-linked

sectors.

Europe

• Stranded rig assets as a result of regulations.

Austria

• Cost of raw materials.

• Low-carbon products and services.

Time period 2022–2050 Transition risk and opportunity

Climate scenarios IPCC scenarios were used for physical modelling: IEA scenarios were used for transition modelling:

SSP2-4.5 Average 2.7°C rise by 2100 Net Zero Emissions (NZE) Average 1.5°C by 2100

SSP5-8.5 Average 4.4°C rise by 2100 Announced Pledges Scenario (APS) Average 1.7°C by 2100

Stated Policies Scenario (STEPS) Average 2.4°C by 2100

CRROs and strategic responses

The table overleaf describes the potential impact of the CRROs judged to be most material for the Group, and our strategic response to these CRROs. This

prioritisation has been based on our exposure to the risk or opportunity, which is given by business division, and the time horizon we anticipate impacts to

take effect over. It also provides Keller’s strategic response to either mitigate risk or capture opportunity. The strategic responses detailed in the table overleaf

intend to build operational and regulatory resilience to climate change, to support the continued resilience of our strategy.

As part of our risk management and governance processes for ensuring Board oversight of CRROs as detailed elsewhere in this statement, any CRROs which

are determined financially material to the business, and any current spending on mitigating/capturing actions, are already considered within financial planning

as part of the ordinary operations of the business. Our quantitative scenario analysis and CRRO reassessment have indicated that we do not have any CRROs

which are financially material within the short or medium-time horizons, or which needed to be reflected in financial statements.

The risk categories (Low/Medium/High) given in this statement for CRROs refer to residual risk rather than inherent risk, and factor in mitigations, as described

in the table overleaf. In order to determine impact levels, and to ascertain strategic responses, in assessing CRROs we involved teams from a balanced variety

of business functions covering all of Keller’s operating regions.

Strategy continued

Risks Opportunities

Projected impacts expected to not be material for the business –

minor/localised impact, resulting in low/negligible costs.

Projected impacts expected to not be material for the business –

minor effects, with low or negligible financial gain.

Impacts judged not to be material once mitigating actions are

considered – moderate impacts, which are financially material to

the business but which would not prohibit our ability to operate.

Impacts judged to be material when actions to capture the

opportunity are taken – positive contribution to financial

performance, but not transformative to business performance.

Impacts judged to be material even with mitigating actions

considered – financially material, with potentially substantial

impacton our ability to operate.

Impacts judged to be highly material when actions to capture the

opportunity are taken – financially material, with potential to create

new revenue sources and materially enhance business

performance and resilience.

Transition

Access to transition-linked industries

Providing climate adaptation solutions

CRRO type TCFD category

Transition opportunity Market

Primary financial impact

Increased revenue resulting from increased project opportunities

from transition-linked industries.

Impact

NA APAC EME

Short

L L M

Medium

M M M

Long

H H H

CRRO type TCFD category

Transition opportunity Market

Primary financial impact

Increased revenue from project opportunities for providing

climate adaptation solutions.

Impact

NA APAC EME

Short

L L M

Medium

M M M

Long

H M H

Description The Group has exposure to sectors which are undergoing growth as part of the transition to a sustainable

low-carbon economy, creating a market growth opportunity.

This could result in more opportunities from projects linked to renewable energy infrastructure assets,

electricalgrids and transmission, New Energy Vehicle (NEV) factories, battery factories, and the mining of

energytransition minerals.

Strategic responses • The Group already has the ability to address the project types linked to these sectors, and is well connected to

the contractors supplying these projects, meaning we are already well positioned to capture this opportunity.

• Marketing can be deployed to attract clients within these transition-linked industries.

Description The Group could see a market growth opportunity from projects delivering climate-resilient infrastructure,

including resilience and retrofit projects for existing infrastructure, and from projects for infrastructure

specifically designed to reduce climate-related impacts, such as dams and flood defences.

Strategic responses • The Group’s broad expertise means we are already well positioned for existing resilience and retrofit projects.

• The Group already has the ability to treat desertification and work on extreme weather and impact-reduction

projects, such as dams and flood defences.

• Project lengths are often short, meaning we have the freedom to pivot to new markets in which adaptation

projects are in demand.

continuedTCFD statement

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Strategy continued

Low-carbon products and services

Regulation of existing products and services

Risk of climate litigation

Dependency on exposed sectors

CRRO type TCFD category

Transition opportunity Technology

Primary financial impact

Increased revenue from increased sales of low-carbon solutions.

Impact

NA APAC EME

Short

L L L

Medium

M M M

Long

H H H

CRRO type TCFD category

Transition risk Policy and legal

Primary financial impact

Increased opex from taxation on unabated emissions.

Impact

NA APAC EME

Short

L L M

Medium

M M M

Long

M M M

CRRO type TCFD category

Transition risk Policy and legal, and reputation

Primary financial impact

Fines and legal costs incurred through litigation.

Impact

NA APAC EME

Short

L L L

Medium

L L M

Long

M M M

CRRO type TCFD category

Transition risk Market

Primary financial impact

Decreased revenue from decreased projects from sectors

whichare declining, such as fossil fuels.

Impact

NA APAC EME

Short

L L L

Medium

L M L

Long

M M L

Description As carbon intensity of products grows in importance as a market differentiator, the Group’s ability to offer

low-carbon intensity projects, and to charge a premium for certain low-carbon projects, could be a source of

increased revenue and larger market share. As regulations enforcing carbon reductions become stronger, this will

become more pronounced as an opportunity.

These can be both low-carbon solutions (eg using low-carbon steel and cement), and existing solutions lowering

carbon emissions (eg reducing the use of steel for existing techniques). Keller’s ability to offer these solutions will

correlate positively with a strong reputation for sustainability.

Strategic responses • Training employees on the sector-standard carbon calculator, to better understand the current emissions

fromour solutions.

• Offering carbon comparisons when tendering projects, to upsell low-carbon solutions.

• Leading and funding research into the use of low-carbon cements for geotechnical solutions.

• Creating external communications and case studies to share with customers, highlighting low-carbon solutions.

Description Introduction of stricter regulations on emissions and on high-emitting equipment can affect the Group in a

number of ways:

• Carbon pricing costs directly for Keller.

• Carbon pricing costs for clients, which could rise to a level that is prohibitive for projects and reduce project

demand.

• Capex investment required to replace rigs, if regulation makes higher-emitting rigs unusable in certain markets.

Strategic responses • Our rig decarbonisation strategy describes our response to this risk. This provides three main steps to

decarbonisation: efficiency, alternative fuels and alternative equipment.

• On alternative equipment, in 2025 the Group expanded our electric rig trials, regularly using both our own-

produced electric rigs and other commercially available electric rigs. All rigs produced by the Group since 2022

have been electric, electrohydraulic, or fitted with anti-idling software and low-emission ‘tier 5’ engines.

• On alternative fuels, HVO biofuel now makes up 2.8% of our total equipment fuel use. We can now offer biofuels

toclients to decarbonise site equipment in multiple business units.

• On efficiency improvements, this year we focused on sharing fuel reduction case studies throughout the Group.

• Modelling of capex impacts has found that the risk of assets becoming stranded by regulation, if our current rig

replacement strategy remains the same, is very low except for in the most extreme low warming scenario. We

continue to closely monitor the progress of regulation in this area.

• We continue to collaborate with trade associations to understand upcoming legislation, and to support

engagement with legislators.

Description A breach in regulations could incur fines, including retrospective fines for completed projects. As well as incurring

costs, climate-related legal action could incur reputational damage, and significantly increase insurance prices.

Access to capital and financing could also come under pressure if the Group is perceived to be at-risk legally.

Reputational damage from high-profile litigation may in turn have an adverse impact on recruitment.

Strategic responses • The Group closely monitors the development of current and upcoming legislation around climate regulation

andpollution.

• The Group’s main financing agreements are in place for several years, reducing the risk of adversity in

accessingfinance.

Description As certain industries decline in the future, including fossil fuels such as oil, gas and coal, the number of projects

theGroup works on in these sectors will decline.

Continuing to work with clients in exposed sectors could cause long-term reputational impacts. The Group’s

ability to access financing and capital could also be affected if the Group is seen to be too closely linked to

theseindustries.

Strategic responses • Keller has a diverse client base, and is not overly dependent on projects from any one sector, including fossil fuels.

• This risk is balanced by the opportunity from delivering projects linked to the energy transition (see transition

opportunity ‘Access to transition-linked industries’).

• More marketing efforts can be deployed to attract more transition-linked clients in order to offset this risk.

continuedTCFD statement

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Strategy continued

Increased cost of materials

Recruitment and retention

Storms, flooding, wildfire, extreme heat and extreme precipitation delaying operational projects

Hot weather and heavy precipitation delaying operational projects,

and rising sea levels increasing risk of coastal flooding

Enhanced reporting obligations

CRRO type TCFD category

Transition risk Market, and Policy and legal

Primary financial impact

Decreased revenue from fewer projects due to increased costs

for customers.

Impact

NA APAC EME

Short

L L M

Medium

L L M

Long

M M M

CRRO type TCFD category

Transition risk Reputation

Primary financial impact

Decreased revenue from negative impacts on workforce

management and planning.

Impact

NA APAC EME

Short

L L L

Medium

L M M

Long

L M M

CRRO type TCFD category

Physical risk Acute (one-off)

Primary financial impact

Decreased revenue from additional costs.

Impact

NA APAC EME

Short

L L L

Medium

L L L

Long

M M M

CRRO type TCFD category

Physical risk Chronic (persistent)

Primary financial impact

Decreased revenue from additional costs.

Impact

NA APAC EME

Short

L L L

Medium

L L L

Long

M M L

CRRO type TCFD category

Transition risk Policy and legal

Primary financial impact

Decreased revenue from lost market share due to inability to

meetcustomer information demands.

Impact

NA APAC EME

Short

L L M

Medium

L M M

Long

M M M

Description Carbon taxation on carbon-intensive materials, such as cement or steel, could increase material prices. Low-

carbon alternatives to these materials could be higher in price, as supply of low-carbon alternatives adjusts to

market demand. Supply could also be unreliable, potentially resulting in project delays.

Materials pricing remains embedded within the contract process, meaning costs are typically passed on to

customers; however, higher costs could result in reduced overall project demand. In instances where Keller does

procure materials directly, there may be higher cost, impacting margin.

Strategic responses • Develop solutions which use fewer materials – an area in which Keller is currently a leader.

• Upsell existing solutions which use fewer materials, particularly cement and steel-free ground improvement

solutions.

• Continue to pass on material costs to customers.

• Engage in collective action to consolidate and support smaller suppliers to create stronger low-carbon material

supply chains.

• Incoming regulations such as the Carbon Border Adjustment Mechanism (CBAM) in the EU and UK are being

monitored closely by the Group.

Description The Group may struggle to attract and retain talent if there is a negative perception of the industry’s

environmental impact. If the Group fails to cultivate a good reputation for sustainability, we may not be attractive

to sustainability talent or those with green skills.

Strategic responses • Continue to build a reputation for strength in sustainability and as a provider of low-carbon solutions, in order to

be attractive to sustainability talent.

• Building sustainability into onboarding and annual training materials.

Description Delays to projects and accompanying impact to revenue from delay costs, opportunity costs and repair costs for

projects.

Strategic responses • Integrate financial contingencies into project planning in areas with a higher risk of being impacted by extreme

weather events.

• Continuously improve best practice guidance regarding preparation, shut down and recovery from storm-

relatedevents.

Description Delays to projects and accompanying impact to revenue from delay costs, opportunity costs and repair costs for

projects. For heat, this includes costs for cooling solutions.

Strategic responses • Consider shifting work patterns to avoid high heat during the day, or during certain periods of the year

(eg to avoidmonsoon rains or wildfire seasons).

• Integrate financial contingencies into project planning.

Description As regulation on disclosure of sustainability and carbon emissions information increases, customers may

increasingly demand transparency on the Group’s impacts, including Scope 3 emissions and emissions reduction

targets. Inability to meet these requirements or to set a target across our Scope 3 emissions may result in losing

projects. Inability to report information may also impact access to financing and capital.

Spend will be required to implement ongoing reporting and measurement systems to meet requirements. Risk is

higher for public sector contractors in the short term, but may extend to private sector contractors. Additionally,

there is a risk of losing suppliers if information requirements become too burdensome.

Strategic responses • This year we have been able to estimate our Scope 3 emissions for the first time using spend-based methodology.

• Improved Scope 3 emissions calculations are being embedded into the Group’s upcoming ERP system.

• A Group Sustainability Data Controller has been appointed to help bring together these calculations and

datapoints.

• Collaborate with industry trade associations to encourage the provision of emissions data from suppliers and to

encourage the setting of minimum carbon reporting standards.

• The Group currently reports to CDP, creating greater consolidation and transparency around reporting.

Physical

continuedTCFD statement

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Scenario analysis in depth: Physical risk

Impact to Keller’s operations from extreme weather

CRROs addressed

Risk: Storms, flooding, wildfire, extreme heat and extreme precipitation delaying operational projects

Risk: Hot weather and heavy precipitation delaying operational projects, and rising sea levels increasing risk of coastal flooding

Financial impact

Impact of physical risk on operations

(% impact to total global annual revenue)

2030

2050

SSP2-4.5 SSP5-8.5 SSP2-4.5 SSP5-8.5

NA 0.52% 0.85% 0.91% 1.84%

APAC 0.17% 0.23% 0.63% 0.95%

EME 0.13% 0.21% 0.38% 0.55%

Total 0.81% 1.29% 1.91% 3.34%

Scenario analysis in depth: Transition risk and opportunity

Opportunity from increased projects in transition-linked sectors

CRROs addressed

Opportunity: Access to transition-linked industries

Financial impact

2030 2050

NZE APS STEPS NZE APS STEPS

Revenue impact from growth in energy transition projects

(% positive impact to total global annual revenue)

3.04% 2.25% 1.57% 8.93% 6.24% 3.94%

Selection

The Group already experiences impacts to projects as a result of

extreme weather. Weather risks included in financial impact modelling

are extreme heat, wildfires, extreme precipitation and hurricanes. As the

Group’s offices and yards also experience impacts from weather, these

were also included in modelling, with the output being the number of

days’ weather peril experienced by offices in different countries.

Approach

We are impacted by weather through disruptions to our projects, which

cause delays that can incur opportunity costs and delay costs, as well as

repair costs. We made assumptions around the days of disruption and

associated costs to a project, per event type, and used these figures

to model revenue impact. For hurricanes, we used existing hurricane

models applied to an earth climate model, and then assumed a radius

of impact from forecasted hurricanes. For extreme heat, we modelled

disrupted days at 35–40°C and 40°C+. For precipitation, 20–50mm

days and >50mm days. For wildfire, we modelled high fire weather

index (FWI) days as representative of an average likelihood of wildfires.

CMIP6 models were used for global weather modelling, and the climate

scenarios employed – SSP2-4.5 and SSP5-8.5 – are from the IPCC.

Assumptions

• Modelling used historic project locations as indicative of the

locations of future projects. This assumes that in general terms,

the locations of our operations will not change greatly.

• The financial impact from lost workdays at a project was modelled

using an average day’s delay from each weather event, combined

with average repair costs following events. These figures were

informed by the Group’s existing experience with weather events.

Selection

The Group works on projects in sectors which are forecast to grow as

part of the transition to a sustainable low-carbon economy. The most

material of these sectors to Keller’s current range of projects is the

energy sector, with the Group already working in energy transition-

linked projects including renewable energy assets and distribution

and transition projects. Additionally, the Group is exposed to mining

(primarily in Australia), with projects linked to the increase in demand for

critical minerals such as lithium. Modelling has therefore focused on the

energy transition in the Group’s regions globally, with additional analysis

focused on mining projects in Australia.

Approach

Growth of energy transition-linked areas – including wind power,

distribution and transmission, bioenergy and more – was taken from

IEA data. These growth areas were divided by regions, and mapped

to Keller’s current revenue from associated projects in those regions.

Growth in forecast supply was taken to indicate more construction in

these areas, and therefore greater project opportunities and increased

revenue for Keller. For mining, increase in global demand for critical

minerals and reduction in coal, provided by the IEA, were applied to

Australian government data to create a forecast of the future potential

market size for mining.

Assumptions

• The current share of revenue contributed by each transition

area was taken as indicative of future share, with no additional

assumptions applied to modify this share over time.

• Within the modelling, Keller is not assumed to take any actions to

capture this opportunity. The financial impacts therefore show

revenue increase resulting from growth in energy transition areas

and mining projects in each scenario, if no actions are taken to

capture opportunity.

Results

The Group faces limited exposure to climate-related physical risk. The

total potential financial impact of weather risks is set to be c.2.6% of

projected global revenue in 2050, on average between the modelled

scenarios. This is in itself an unabated figure, which assumes no action

is taken by the Group to address these risks. Extreme heat emerges as

the largest risk, accounting for c.40% of predicted revenue impact up

to 2050, in both scenarios. Particular heat and wildfire risk is seen in the

APAC region, specifically India, and in the southern US states in which

Keller operates.

Offices and yards primarily experience impacts from heat and wildfire,

with most days of disruption seen in hot countries in the Middle East

and South Asia. Impacts in NA and Europe are less pronounced.

Response

In order to better quantify and control impacts from extreme weather,

we will continue to improve our systems for understanding and

collecting costs from delays. In response to potential heat impacts,

we have re-issued our HSEQ guidance on prevention of heat-related

illness which helps individuals recognise the signs of illness and take

preventative action. Additionally, we will reassess our contracting terms

in order to implement greater consistency around the liability which the

Group takes for weather impacts.

Results

In a given year, the proportion of Group revenue arising from projects

associated with the energy transition is around 12.5%, meaning that

changes in the energy sector are likely to be significant for the Group.

This revenue could be affected by positive trends, as in the case of this

opportunity, and by potential negative impacts, as in the case of ‘Risk

from decreased projects from fossil fuel-linked sectors’ (see below).

By 2030, in the NZE scenario, energy transition projects could create

positive impacts totalling 3% of annual revenue. The majority of this

increase is contributed to by renewable energy assets, primarily wind

and solar projects. The majority of positive impacts come from the EME

region, where Keller currently undertakes the most wind energy projects,

and from the NA region, which sees solar and hydroelectric projects.

Analysis of mining in Australia showed that the decrease in coal is

forecast to be offset by a growth in transition-critical minerals mining

in all three scenarios, resulting in a total growth in revenue from mining

projects of around 35%. Overall, this remains an immaterial share

of the Group’s revenue, but indicates the possibility for increased

miningprojects in future as global demand for transition-linked

minerals increases.

Response

As the Group already has the ability to address the project types linked

to these sectors, and is well connected to the contractors through

which these projects are procured, we are already well positioned

to capture this opportunity. We will explore options to capture more

projects in growing industries, including through strengthening our

partnerships with relevant parties, and through marketing activities

to address these sectors. An example of this is our project to update

our sustainable solutions brochure, highlighting how we provide

geotechnical solutions for a range of sustainability-linked sectors.

Strategy continued

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Strategy continued

Scenario analysis in depth: Transition risk and opportunity

Risk of decreased revenue from projects in fossil fuel-linked sectors

CRROs addressed

Risk: Dependency on exposed sectors

Financial impact

2030 2050

NZE APS STEPS NZE APS STEPS

Revenue reduction from decline in fossil fuel projects

(% impact to total global annual revenue)

2.42% 2.09% 0.94% 6.78% 6.18% 3.00%

Selection

The Group works on projects in sectors which are forecast to decline as

part of the transition to a sustainable low-carbon economy. The most

material of these sectors is the fossil fuel industry, with most climate

scenario forecasts predicting this sector to shrink in the future, as

the focus of the energy sector switches to renewable energy assets.

Modelling focused on fossil fuel projects in the Group’s regions globally.

Approach

Changes in fossil fuel-linked areas – including oil and gas, coal and

petrochemicals – was taken from IEA data. Areas were divided by

regions, and mapped to Keller’s current revenue from associated

projects in those regions. Decline in forecast supply was taken to

indicate less construction in these areas, and therefore fewer project

opportunities and less revenue for Keller.

Assumptions

• The current share of revenue contributed by each fossil fuel-linked

area was taken as indicative of future share, with no additional

assumptions applied to modify this share over time.

• Within the modelling, Keller is not assumed to take any actions to

mitigate this risk. The financial impacts therefore show raw risk.

Results

Overall, IEA scenarios forecast that revenue from fossil fuel-related

sectors decreases in all scenarios, however at a slower rate in the

STEPS scenario. Impacts are similarly pronounced in the NZE and APS

scenarios, with potential impacts to annual revenue totalling over 6% for

both these scenarios in 2050. The majority of Keller’s projects related

to these impacted sectors come from oil and gas and petrochemical

facilities, with a much smaller proportion coming from coal. Negative

impacts are most pronounced in APAC, where petrochemical-related

projects are concentrated, and in NA, where the majority of oil and gas

projects are located.

Response

While impacts are significant in some scenarios, the Group is not overly

dependent on projects from any one sector, including fossil fuel sectors.

Additionally, this risk is balanced by the opportunity to deliver projects

in energy transition-linked sectors (see ‘Opportunity from increased

projects in transition-linked sectors’ above). Broadly, our modelling

suggests the energy transition will balance the decline in fossil fuels

with an increase in renewable assets and associated infrastructure. By

capturing the energy transition opportunity, we can mitigate this risk.

Scenario analysis in depth: Transition risk and opportunity

Stranded rig assets as a result of regulations

CRROs addressed

Risk: Regulation of existing products and services

Financial impact

2030 2040

London

Electrification NZE APS STEPS

London

Electrification NZE APS STEPS

Total value of rigs which become stranded

assets in the year (% of total net book value

of the rig fleet in Europe)

10.3% 0% 0% 0% 2.8% 0% 0% 0%

Selection

As our rigs, which are defined as non-road mobile machinery (NRMM),

emit greenhouse gases and particulates, they may in future be subject

to regulation which prevents their usage unless they are below a certain

requirement for emissions, or are zero emissions (ie electric). The

Group already faces some limitations on higher-emissions rigs being

used in certain projects in cities in Europe. Modelling focused on Europe,

as this is where this risk is currently most likely to create impacts.

Approach

IEA scenarios were taken to represent a different speed of phase-

out of rigs, with the IEA’s ‘Heavy duty vehicles’ pathway taken as an

approximation for NRMMs. EU regulation on defining emission limits for

NRMM engines being sold also informed the approach. Assumptions

were applied to each scenario about the rate at which Keller would

transition its fleet to lower-emission rigs. A fourth scenario was created,

titled ‘London Electrification’, based on London’s more stringent rules

for NRMMs. In this scenario, only zero-emission machinery (ie electric

rigs) will be allowed by 2040.

Assumptions

An average lifespan was assumed for rigs, after which they would be

replaced with a newly purchased rig. Depending on the scenario, the

new rigs purchased were categorised as electric and/or the most

efficient engine type.

Results

The Group is unlikely to face stranded rig assets in Europe in any of

the IEA scenarios. In these scenarios, the rate at which older rigs in the

fleet are replaced with lower and zero-emissions rigs means that by

the time regulations come into force, Keller’s fleet is already compliant.

In the London Electrification scenario, Keller will have to impair rigs in

its fleet equivalent to 10.3% of the net book value of the fleet in 2030.

This is the strictest scenario, and we believe it is unlikely that regulations

equivalent to the strictness of London’s NRMM regulations will be

applied across Europe.

Response

We will incorporate emissions and regulation considerations into our

capex plan for future rig purchases, informed by potential timelines for

regulation. This plan will aim to support the replacement of older rigs

with lower and zero-emissions rigs, so that these have been replaced by

when regulations come into effect.

Our rig decarbonisation strategy, which involves us trialling and

implementing alternative equipment in our projects, helps us to address

potential future requirements. Following successful trials throughout

2024, this year we expanded our use of electric and hybrid equipment,

focusing mostly on core market demand in the Nordics. All the rigs

we produced in 2025 were electric, electrohydraulic, or had ‘stage 5’

engines, the lowest emissions tier.

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Scenario analysis in depth: Transition risk and opportunity

Cost of raw materials

CRROs addressed

Risk: Increased cost of materials

Opportunity: Low-carbon products and services

For full details on this part of the scenario analysis, please refer to Keller’s 2022 Annual Report and Accounts.

Results

This scenario analysis was undertaken in Keller Austria, given good data

availability and exposure to EU regulation on materials including the

Carbon Border Adjustment Mechanism (CBAM).

The risk associated with the cost of raw materials, and the

accompanying opportunity of the potential for low-carbon solutions,

are likely to impact the Group most significantly in the NZE scenario.

This is mainly driven by greater stringency of climate regulation,

including carbon pricing. Outputs showed that risk from elevated

carbon pricing is not entirely offset by the decarbonisation rate of

materials in any scenario. However, the direct financial impact arising

from this is likely to be minimal, given that the cost of materials is

embedded into the contracting process.

In addition to risk, opportunities were also highlighted, including Keller’s

ability to offer lower-carbon solutions to clients for equivalent services.

The findings around indirect financial impacts and opportunities will

apply to all other European locations, as the regulatory frameworks

arethe same.

Response

We will continue to test where low-carbon product lines are feasible

within our service offerings, and continue to test the use of low-

carbon materials within existing product lines. We are training all

engineers in the use of the sector-standard carbon calculator

to enable them to determine and offer low-carbon solutions.

This carbon calculator has been embedded into our estimating

spreadsheets in key markets, enabling us to demonstrate the

carbonsavings of different solutions to clients.

In 2025, we appointed a new Group Sustainability Data Controller, who

has helped bring together the first Scope 3 estimations from around

the Group. Their wider task has been helping prepare Keller for future

CSRD and ISSB compliance. This position therefore directly targets

the transition risks that arise from our supply chain decarbonisation

and future low-carbon solution demand. We have also partnered with

three universities, located across Keller’s three regional divisions.

These research partnerships focus on trialling low-carbon cements

for geotechnical solutions, so we can reduce our reliance on higher-

carbon materials.

Strategy continued

Resilience of strategy

The ‘Results’ and ‘Response’ parts of the above scenario analysis section provide assessments of the likely impact on our business, and

our responses to improve resilience. Overall, we consider the business’ strategy to be resilient to the impacts of the CRROs which were

subject to scenario analysis, taking into account the availability of activities we can take and are currently taking to respond to risks and

capture opportunities. Ongoing assessment of climate-related risks and opportunities through our climate-related risk register, along

withsuccessivescenario analysis exercises, will be used to continually evaluate the resilience of our strategy.

Our processes for identifying

and assessing climate-related risks

CRROs are assessed as part of the Group’s risk governance framework,

which has been built to identify, evaluate, analyse and mitigate material risks

to the achievement of our strategy. The strategy for risk embeds processes

that seek to identify risks from both a top-down strategic perspective at

Group level and a bottom-up local operational and business unit level, in

order to ensure a consolidated view of risk. This is all managed within our

Governance, Risk and Compliance (GRC) tool. Climate change is established

as a principal strategic risk, and the Sustainability Discussion Group is

responsible for integrating sustainability targets and measures into the

Group business plan.

We have improved our internal guidelines on risk probability definitions,

and have defined a specific risk appetite for each risk category. Climate

change is seen as both a risk and an opportunity, with a higher risk appetite

to encourage innovation. We are also reviewing the financial impact

thresholds to accurately reflect the size of an impact on the business

as we are growing.

Our process for managing climate-related risks

The significance, size and scope of identified climate-related risks is

determined through the same processes that are applied to other

risksidentified by the Group. Risks are initially identified and assessed

atbusiness unit or functional level, and reported to the Group Head

ofRisk and Assurance and the Executive Committee, and in turn to

theBoard and the Audit and Risk Committee.

Business unit leads are then assigned CRROs relevant to their own

geography and services which they are made responsible for. CRROs are

evaluated for their velocity, probability, potential financial and reputational

impact, and assigned an overall quantitative score of severity of risk, that

is then consolidated at Group level to produce a qualitative view of the

relative severity of CRRO risk by geography. TheCRROs are assessed in

consideration of their associated mitigating activities, and the impacts

are then determined on a residual risk basis. This is reflected in the CRRO

table. The outputs of the scenario analysis are also used to inform our risk

assessment of how CRROs impact our business. As we regularly reassess

CRROs subject to scenario analysis, this exercise is more closely informing

our overall assessment of the impacts of climate risk.

Regular risk reviews are conducted within our business units and functions

facilitated by our Group Head of Risk and Assurance. The methodology

used to identify the materiality of CRROs can be found in the Strategy

section of this statement, including a full list of CRROs. Climate change-

related risks are assessed as part of the risk governance framework in the

same way as other risks, including decisions on how to mitigate, accept and

manage risks. The full risk governance framework, including an overview of

our risk management processes, can be found on page 74 in the Principal

risks and uncertainties section.

Potential impacts from existing and emerging regulatory requirements

relating to climate change in our divisions were addressed through our

scenario analysis work, which can be found in the Strategy section of

thisstatement.

Risk management

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Our metrics for assessing CRROs

Our ERP system assists us with collecting and reporting the metrics we use

to assess our CRROs at a Group level. We are aiming to continue to expand

the metrics we collect and report on, so that all of our CRROs are tied to

cross-industry metrics.

CDP score: B (2024: B)

CDP is a third-party disclosure system which assesses the quality of our

TCFD disclosure. This provides overarching metrics to help us consider our

progress against the risk of not being able to meet the reporting standards

of clients. This score can be compared with the construction sector, and

with all other companies reporting through CDP.

Percentage of revenue from water storage and flood

control projects, and from non-fossil fuel-based power

generation: 4% (2024: 6%)

This metric can be used to track the project opportunities arising from

climate change and the transition to a low-carbon economy. In terms of

opportunities arising from the physical impacts of climate change, this

includes flood defence projects and projects that help to secure water

supplies. In terms of opportunities arising from a transitioning energy

system, this includes renewable energy generation projects.

Investment into sustainability-focused research and

development: £0.6m (2024: £0.4m)

This total includes our spend on HVO fuel trials, KGS KB0-E spend, and

other university projects in Europe and the Middle East, North America

and Asia-Pacific.

Percentage of executive management remuneration

linked to climate-related considerations: 5% of annual

bonus plan

The Remuneration Committee agreed a Scope 1 per £m revenue

reduction target as part of management’s corporate objectives linked

to remuneration in 2025. More detail on this objective and remuneration

outcome is available in the Directors’ remuneration report on page 145.

For quantitative disclosures concerning our energy usage, please see our

Streamlined Energy and Carbon Reporting (SECR) statement on page 51.

These metrics address some of our most material CRROs. We are working

to develop other metrics to address our remaining CRROs. Through the

CSRD working group, we are developing quantitative metrics to address

water and waste management. Qualitative disclosures on water and waste,

as well as on other environmental topics, can be found on pages 54 and 55

of this report.

We do not currently use an internal carbon price.

GHG emissions reporting

The Group discloses Scope 1 and Scope 2 carbon emissions to ISO 14064-

3 Standard, and these are calculated using the GHG Protocol Standard.

Independent verification is provided by UL Solutions. Our Scope 1 and 2

emissions are provided on page 51 as part of our SECR disclosure. These

emissions are recorded both in absolute terms as well as relative to revenue

to show the carbon intensity of our operations.

For Scope 3 emissions, to reflect where we believe we can have the

most near-term impact, we currently only have a net zero target set for

our Operational Scope 3 emissions. This target covers business travel,

transportation of materials and waste disposal.

This year, we have estimated our Scope 3 emissions for the first time.

Calculating Scope 3 emissions, including for our materials, is a challenge

due to the complexity of our supply network and our high number of small

suppliers. Therefore, we currently use a spend-based methodology. We

continue to collaborate with universities and across the three divisions

of the business on low-carbon cements and developing key supplier

partnerships. Further details on our decarbonisation work and Scope 3

can be found on page 53. Details on our approach, including how we train

engineers in calculating and reducing carbon in our projects, can also be

found on page 53.

The Group has targets for all three scopes, which are calculated according

to the GHG Protocol and are in compliance with SECR requirements. These

absolute targets assist the Group in mitigating future climate-related risks

and in recognising climate-related opportunities. All targets use a 2019

baseline where available.

Scope 1 – Net zero by 2040

Scope 1 carbon intensity target of a 35% reduction in tCO

e/£m revenue

for 2025 (against 2019 baseline), representing a 5% reduction in our

carbon intensity from 2024. We did not achieve this interim target,

primarily due to foreign exchange impacts and a change in product mix

which resulted in more fuel-intensive projects being undertaken during

2025. More details on our Scope 1 emissions are available on page 52. Our

focus for 2026 has therefore moved to focus on leading initiatives, with

an internal target for every business unit to conduct and share a Scope 1

initiative case study by the end of the year.

Scope 2 – Net zero by 2030

Interim, non-remunerated target of 10% reduction in absolute market-

based emissions from 2024. We achieved this interim target. This was

supported primarily from procuring renewable energy certificates in

North America, as well as further operational efficiency improvements

and solar panel deployment. We remain on track to achieve net zero for

Scope 2 by 2030.

Operational Scope 3 – Net zero by 2050

Operational Scope 3 includes business travel, material transport and

wastedisposal.

In order to achieve these targets, we have set multiple internal leading

targets built around our carbon hierarchy, which is detailed on page

50. Once we have worked through this hierarchy to eliminate, reduce

and substitute emissions, we may offset our remaining emissions as a

lastresort.

We also specify multiple leading targets under each absolute target, to

help achieve each net zero target. These range from conducting energy

efficiency audits in our offices and yards, through to conducting specific

carbon reduction site trials and training our engineers on the sector-

standard carbon calculator.

For more information on the Group’s emissions and associated targets,

please see pages 49 to 53.

CSRD

We are monitoring the implications of CSRD and wider legislation on our

sustainability reporting, both at a company and project level. We continue

to work on capturing datapoints that we deem material to our operational

business.

Metrics and targets

GRI Index

To facilitate access to information for our stakeholders, the following table lists

the information relevant to the GRI Standards’ General Disclosures, with which the

Group aims to align its activities. Further disclosures, including the Group policies

andstandards referenced below, can be found on our website at keller.com.

GRI 2: General Disclosures

Disclosure Page/Policy

Comments

2-1 Organisational details 60–65, note 1 on page 175

2-2 Entities included in sustainability reporting 50, note 10 on page 219

2-3 Reporting periods, frequency and contact point 101

2-4 Restatement of information 101

2-5 External assurance 50

2-6 Activities, products, services and markets served 04-13, 26-27, 30-31, 60-65

2-9 Governance structure and composition 108-111, 114-117

2-10 Nomination and selection of highest governance body 116, 126-128, Nomination and Governance

Committee terms of reference, Board Diversity Policy

2-11 Chair of highest governance body 110

2-12 Role of highest governance body in overseeing

management of impacts

85-86, 114-115, 118-119

2-13 Delegation of responsibility for managing impacts 85-86, 114-115, Sustainability Committee terms of

reference

2-14 Role of the highest governance body in sustainability

reporting

85-86, 72-75, 114-115

2-15 Conflicts of interest 110-111, 117

2-17 Collective knowledge of the highest governance body 125

2-19 Remuneration policies 142-143, 144, 52 and 145 (for Scope 1 and reduction

objectives)

2-20 Process to determine remuneration 140-141

2-21 Annual total compensation ratio 149-150

2-22 Statement of sustainable development strategy 32-33

2-23 Policy commitments 57, 102-103, supporting policies on Keller website

2-26 Mechanisms for seeking advice and raising concerns 57, 102-103

2-27 Compliance with laws and regulations 106, 125

2-28 Membership associations 39, 42-45, 58 Select list of partnerships

disclosed

2-29 Approach to stakeholder engagement 107, 120-123, 154-155

1 Some policies, processes and standards shown are not published externally.

Sustainability reporting period

The collated information on sustainability was aligned to the financial reporting period of 1 January to 31 December 2025, in correspondence with GRI

disclosure 2-3.

Restatements

Pursuant to GRI disclosure 2-4, for 2024 Group energy use, Scope 1 and 2 emissions and totals emissions have been restated to reflect improvements in

fuel data collection. Further information can be found on page 50.

For queries relating to the reported information on sustainability, please contact info@keller.com.

continuedTCFD statement

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Non-financial and sustainability information statement

The tables below summarise where further information on each of the key areas of non-

financial and sustainability reporting we are required to disclose can be found. Further

disclosures, including our Group policies, can be found on our website at keller.com.

Reporting requirement Relevant section of this report Pages

Description of our business model

Who we are

The Keller model

Our growth drivers

Our strategy

See pages 4 and 5

See pages 22 and 23

See pages 24 and 25

See pages 26 and 27

The main trends and factors likely to affect

the future development, performance and

position of the Group’s business

Our markets

Our growth drivers

Divisional reviews

See pages 12 and 13

See pages 24 and 25

See pages 60 to 65

Description of the principal risks and any

adverse impacts of business activity

Principal risks and uncertainties

See pages 72 to 83

Non-financial key performance indicators

Customer satisfaction

Safety, good health and wellbeing

Gender diversity

Greenhouse gas emissions and energy

See page 23

See pages 35 to 39

See pages 42 and 43

See pages 49 to 53

Reporting requirement

Policies, processes andstandards

which governour approach

Risk management

Embedding due diligence, outcomes of

our approach and additional information

Environmental

matters

ESG and Sustainability,

Planet

See pages 32 to 59

Climate change

See page 80

Ethical misconduct and non-

compliance with regulations

See page 78

Losing market share

See page 78

Inability to maintain technological

product advantage

See page 79

Our markets

See pages 12 and 13

Divisional reviews

See pages 60 to 65

Greenhouse gas emissions and

energy data, trend analysis and

assurance

See pages 50 to 53

Sustainability Committee report

See pages 154 and 155

Section 172 statement

See pages 120 to 123

TCFD statement

See pages 84 to 100

Reporting requirement

Policies, processes andstandards

which governour approach

Risk management

Embedding due diligence, outcomes of

our approach and additional information

Employees

Human Resources Policy

Code of Business Conduct

Whistleblowing Policy

Foundations of Wellbeing

Sustainability Policy

Biodiversity Policy

ESG and Sustainability,

People and Principles

See pages 32 to 59

Causing a serious injury or fatality to

employees or a member of the public

See page 81

Ethical misconduct and non-

compliance with regulations

See page 78

Not having the right skills to deliver

See page 82

Climate change

See page 80

Safety, good health and wellbeing

See pages 35 to 39

Diversity, equity and inclusion

See pages 40 and 41

Quality education, learning and

development

See pages 44 to 47

Section 172 statement

See pages 120 to 123

Employee engagement

See page 155

Sustainability Committee report

See pages 154 and 155

Social and

community

matters

Code of Business Conduct

Foundations of Wellbeing

Sustainability Policy

ESG and Sustainability,

People and Principles

See pages 32 to 59

Procurement Policy

Supply Chain Code of

Business Conduct

Human Rights Policy

Biodiversity Policy

Ethical misconduct and non-

compliance with regulations

See page 78

Climate change

See page 80

Our markets

See pages 12 and 13

Divisional reviews

See pages 60 to 65

Safety, good health and wellbeing

See pages 35 to 39

Section 172 statement

See pages 120 to 123

Sustainability Committee report

See pages 154 and 155

Human rights

Code of Business Conduct

Supply Chain Code of

Business Conduct

Modern Slavery and Human

Trafficking Statement

Foundations of Wellbeing

Sustainability Policy

Biodiversity Policy

Human Rights Policy

Ethical misconduct and non-

compliance with regulations

See page 78

Causing a serious injury or fatality to

employees or a member of the public

See page 81

Climate change

See page 80

Safety, good health and wellbeing

See pages 35 to 39

Section 172 statement

See pages 120 to 123

Sustainability Committee report

See pages 154 and 155

Anti-corruption

and anti-bribery

Anti-Bribery and Anti-Fraud

Policy

Competition Law

Compliance Policy

Whistleblowing Policy

Human Rights Policy

Ethical misconduct and non-

compliance with regulations

See page 78

Principles

See pages 56 to 59

Audit and Risk Committee report

See pages 129 to 137

1 Some policies, processes and standards shown here are not published externally.

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continuedNon-financial and sustainability information statement

Reporting requirement

Policies, processes andstandards

which governour approach

Risk management

Embedding due diligence, outcomes of

our approach and additional information

Climate-related

financial

disclosures

ESG and Sustainability,

Planet

See pages 32 to 59

TCFD statement

See pages 84 to 100

Sustainability Policy

Biodiversity Policy

Climate change

See page 80

Ethical misconduct and non-

compliance with regulations

See page 78

Losing market share

See page 78

Inability to maintain technological

product advantage

See page 79

TCFD statement

See pages 84 to 100

Our markets

See pages 12 and 13

Divisional reviews

See pages 60 to 65

Greenhouse gas emissions and

energy data, trend analysis and

assurance

See pages 50 to 53

Sustainability Committee report

See pages 154 and 155

Section 172 statement

See pages 120 to 123

1 Some policies, processes and standards shown here are not published externally.

The Strategic report has been approved, authorised for issue and

signed by order of the Board by:

Catherine Shuttleworth

Company Secretary

2 March 2026

Governance

105Strategic report Governance Financial statements Additional informationKeller Group plc Annual Report and Accounts 2025104

106 Chair’s introduction

108 Governance at a glance

110 Board of Directors

112 Executive Committee

114 Governance framework

116 Division of responsibilities

117 Board leadership

120 Section 172 statement

124 Board composition, succession and evaluation

126 Nomination and Governance Committee report

129 Audit and Risk Committee report

138 Annual statement from the Chair of the Remuneration Committee

140 Remuneration in context

142 Remuneration at a glance

144 Annual remuneration report

154 Sustainability Committee report

156 Directors’ report

159 Statement of Directors’ responsibilities

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Dear shareholder

On behalf of the Board, I would like to introduce our Governance report

for the year ended 31 December 2025. This report sets out our approach

to effective corporate governance and outlines key areas of focus of the

Board and its activities undertaken during the year as we continue to drive

long-term value creation for all our stakeholders.

Board succession and diversity

Michael Speakman stepped down as CEO on 18 August 2025 and was

succeeded by James Wroath.

James Wroath’s appointment followed a comprehensive search process

led by the Nomination and Governance Committee of the Board, led by

myself and our SID Baroness Kate Rock, and you can read more on the

search and process on page 126 of this report.

I succeeded Peter Hill CBE as Group Chair in March 2025 following a

handover period.

We review the Board’s composition regularly and are committed to

ensuring we have the best balance of skills and experience within the Board.

We have made meaningful progress in achieving diversity, with 37.5%

female Board members at year end (2024: 33%). As a Board, we have met

the targets set out in our Board Diversity Policy and by the FTSE Women

Leaders Review, the Parker Review and the targets specified in the UK

Listing Rules, which we report against on page 128, for most of the year.

37.5% is close to the target without increasing the size of the Board. The

Board and the Nomination and Governance Committee will continue to

drive the agenda of diversity, equity and inclusion across the Group.

Company purpose and culture

The Board is responsible for setting the tone from the top and promoting

a culture which creates a positive work environment where everyone feels

respected, motivated and able to thrive. Our employees are essential

for the delivery of our strategic objectives and our continued success.

Their feedback is critical to the Board and we continue to monitor our

culture through surveys, town-hall sessions and formal and informal

engagementactivities.

During the year we completed a two-year, organisation-wide process to

refresh our core values and behaviours. These updates are designed to

directly support the company’s strategy, evolving scale, and future growth

ambitions. The new framework has had broad leadership input and reflects

a shift from aspirational statements to actionable, observable behaviours

at all levels.

Engagement with our stakeholders

Stakeholder engagement is critical to the long-term success of our

business; the art of balancing different stakeholder views and needs in

Board discussions and decision-making is key. The role of our designated

NED with responsibility for workforce engagement has been undertaken

since 2017 by Baroness Kate Rock. Supported by the Sustainability

Committee, this constitutes a successful way of ensuring that the Board

appropriately considers the interests of employees in its deliberations and,

in doing so, makes better decisions.

Board review

It is extremely important that the Board, its committees and individual

Directors rigorously review their performance and embrace the

opportunity to develop, where necessary.

The UK Corporate Governance Code states that there should be an annual

evaluation of the performance of the board, its committees, the chair and

individual directors and that, for larger listed companies such as Keller, this

should be externally facilitated at least every three years. The company was

due to have an externally facilitated evaluation in 2025.

The Board elected to postpone both the internal and the externally

facilitated review until 2026. This was considered to be a proportionate

approach in light of the change in Chair and CEO during the year. Given

the 5 March 2025 effective date of my appointment as Chair, and the

subsequent appointment of James Wroath as CEO, the Board concluded

that it would be a better use of time and resources for the next externally

facilitated annual performance review to take place in 2026, so that a full

year of the Board’s work under the new Chair and CEO could be taken

intoaccount.

Looking forward

We will continue as a Board to maintain the highest standards of corporate

governance across the Group, focus on delivery of our strategy and

evaluate and improve all that we do across the Group.

I encourage all our stakeholders to take every opportunity presented to

engage with the company Please do attend the forthcoming AGM. If you

wish to ask a question of the Board relating to this report or the business

of the AGM, please feel free to do so by emailing the Company Secretary

at secretariat@keller.com. We will consider and respond to all questions

received and, to the extent practicable, publish the answers on our website.

Yours faithfully

Carl-Peter Forster

Group Chair

Approved by the Board of Directors and authorised for issue

on 2 March 2026.

Chair’s introduction

This report sets out our approach to effective corporate governance

and outlines key areas of focus of the Board and its activities undertaken

during the year as we continue to drive long-term value creation for

all our stakeholders.

Welcome to our Governance

report for the year ended

31December 2025.

Compliance with the Code

In the year under review, the Board applied the principles and provisions of good governance set out in the UK Corporate Governance Code issued

in 2024 by the Financial Reporting Council (the full text of which can be found at frc.org.uk), except for Provision 21 regarding annual review of

performance of the Board (for more information see page 127). The Group also complied with Provision 29 of the 2018 Code, noting that Provision

29 of the 2024 Code only applies from next year.

This report contains the narrative reporting variously required by the Code, the UK Listing Rules and the Disclosure Guidance and Transparency

Rules, setting out in greater detail the framework and processes that Keller has in place to ensure the highest levels of corporate governance.

Page(s)

1. Board leadership and company purpose

A. Effective and entrepreneurial Board 124–125

B. Purpose, values, strategy and culture 106–155

C. Governance reporting 114–117

D. Stakeholder engagement 120–123

E. Workforce policies and practices 121, 128, 155

2. Division of responsibilities

F. Role of the Chair 116

G. Board composition 108–111

H. Role of the NEDs 124–125

I. Board resources 124–125

Page(s)

3. Composition, succession and evaluation

J. Appointment and succession planning 126–128

K. Skills, experience and knowledge 109, 124–128

L. Board evaluation 119, 127

4. Audit, risk and internal control

M. Internal and external audit 129–137

N. Fair, balanced and understandable assessment 129–137

O. Risk management and internal controls for strategy 72–75

5. Remuneration

P. Linking remuneration to strategy, purpose and values 140 –141

Q. Remuneration policy 140 –141

R. Remuneration outcomes and judgement 138–153

107Keller Group plc Annual Report and Accounts 2025106 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionChair’s introduction

Non-executive Director 6

Executive Director 2

British 4

European 3

American 1

Governance at a glance

Our Board insights

Year 10Year 1 Year 3 Year 5 Year 7Year 2 Year 4 Year 6 Year 8 Year 9

Directors’ tenure

The Board comprises the Non-executive Chair, the Senior Independent Director, four independent NEDs and two Executive Directors.

The Board appointed James Wroath as an Executive Director during 2025. The Directors’ individual biographies are detailed on pages 110

and111.

Paula Bell

James Wroath

Carl-Peter Forster

Juan G. Hernández Abrams

David Burke

Stephen King

Baroness Kate Rock

Annette Kelleher

Skills to support long-term success

Our Board members form a diverse and effective team focused on promoting the long-term success of Keller in the interests of our

stakeholders. Further details on the Directors’ skills and experience in promoting the company’s success are available on pages 110 and 111.

Carl-Peter

Forster

James

Wroath

David

Burke

Baroness

Kate Rock

Paula

Bell

Juan G.

Hernández

Abrams

Annette

Kelleher

Stephen

King

Functional skills and experience

Strategy (including rationalisation,

growth, mergers and acquisitions)

Finance

Operations

Human resources and people development

Stakeholder relations

Governmental/political affairs

International management skills and experience

North Americas

Europe, Middle East (EME)

Asia-Pacific (APAC)

Industry and other skills and experience

Oil and gas

Technological innovation/cyber/AI

Construction/engineering

Manufacturing

Institutional investors

Highlights in 2025

• Appointed James Wroath as ChiefExecutive Officer.

• Oversaw the induction process forJames Wroath.

• Onboarded Carl-Peter Forster as Group Chair.

• Continued oversight of the preparations for

compliance with Provision 29 of the 2024Code.

Priorities for 2026

• Continue implementation of growth strategy.

• Externally facilitated Board review.

• Succession pipeline for Non-executive Directors.

• Prepare to sign off first declaration of effectiveness

of material controls under Provision 29 of the

2024Code.

1 Five NEDs are independent; the Group Chair was independent on appointment as Chair.

2 The UK Listing Rule target that at least 40% of the individuals on the Board must be women was not met by Keller throughout the year. From January to March, Keller stood at 33%. Since Peter Hill

stepped down as Group Chair in March the proportion increased and ended the year at 37.5%, which is close to the 40% target without increasing the size of the Board.

Board composition and diversity

Board gender diversity

37.5%

Women

Board composition

Diversity of nationalities

Board composition and diversity

Proportion of the Board that is independent

75%

Gender diversity among senior Board positions

Woman

109Keller Group plc Annual Report and Accounts 2025108 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionGovernance at a glance

Former Directors

Peter Hill CBE

Non-executive Chairman

Peter stepped down from the Board

in March 2025.

Michael Speakman

Chief Executive Officer

Michael stepped down from the Board

inAugust 2025.

EXC ARC

REM

SUS

NOM

ARC REMSUS

EXC

ARCNOM SUSREM

NOM REM SUSARC ARC REM SUSNOM NOM

NOM

Carl-Peter Forster

Group Chair

Juan G. Hernández Abrams

Non-executive Director

Annette Kelleher

Non-executive Director

James Wroath

Chief Executive Officer

David Burke

Chief Financial Officer

Baroness Kate Rock

Senior Independent Director and designated

Non-executive Director with responsibility for

workforce engagement

Nationality: British and German

Appointed: 2024

Skills and experience: Carl-Peter has experience

across a range of international industrial companies,

in a broad range of executive and non-executive

roles. He was until 30 November 2024 Chairman of

Chemring Group PLC. He was previously a

Non-executive Director of IMI plc, Rexam PLC,

Rolls-Royce plc and Cosworth Ltd, and served as

Chairman of The London Electric Vehicle Company

Ltd, and as a member of the boards of Gordon

Murray Group Limited, Volvo Cars Corporation and

Geely Automobile Holdings.

He has Degrees in Economics and Aeronautical

Engineering awarded separately by the Universities

of Bonn and Munich.

External appointments: Carl-Peter is Chairman

ofVesuvius plc and StoreDot; Senior Independent

Director and Remuneration Committee Chair at

Babcock International Group plc; member of the

Kinexon GmbH Advisory Board, and member of the

boards of The Mobility House AG and Envisics Ltd.

Nationality: American Appointed: 2022

Skills and experience: Juan has served in multiple

senior roles with Fluor Corporation, including

General Manager and Vice President of the Mining

and Metals business in South America, as well as

President of the Industrial Services business

including the Operations and Maintenance group.

His responsibilities included the strategic direction,

operations and financial performance across a

wide range of industries and sites throughout

Europe, the US, Asia, Australia and the Middle East.

Juan was the President of Fluor Corporation’s

Advanced Technologies & Life Sciences business

until March 2023.

Juan was born and raised in Puerto Rico and holds a

Bachelor’s degree in Environmental Sciences from

the University of Maine. He is a graduate of

Thunderbird University International Management

Program, the INSEAD International Competitive

Strategy Program, and the London Business

School’s International Business Program.

Nationality: Irish Appointed: 2023

Skills and experience: Annette has broad senior

management experience in the international

industrials sector, including change management,

group development and transformation. She joined

Johnson Matthey plc in May 2013 as Chief Human

Resources Director and was also a member of the

Group Management Committee until June 2025.

Prior to Johnson Matthey she was at NSG Group,

the Tokyo-listed global performance glass group

which acquired Pilkington Group plc in 2006. During

Annette’s tenure firstly with Pilkington and then

NSG, she held a series of increasingly senior and

global human resources roles, spending

considerable time in Asia.

From 2014 until 2023, Annette was a Non-executive

Director at Hill & Smith plc, where she chaired the

Remuneration Committee from May 2016 to May

2023. From 2006 to 2009, Annette was an

independent Director of Tribunal Services, part of

the UK’s Ministry of Justice. Annette qualified with a

BA in Business Studies and MSc in HR Management

and Training.

External appointments: Independent Non-

executive Director of the Remuneration

Consultants Group.

Nationality: British Appointed: 2 0 2 5

Skills and experience: Until recently, James

served as CEO of Wincanton plc, a role he held

since September 2019, leading one of the UK’s

largest third-party logistics providers through a

phase of growth and innovation, before its

subsequent integration, following acquisition, into

GXO Logistics. Before joining Wincanton, James

held several senior leadership roles in international

businesses in the UK and the United States

including Head of North America at LSG Sky Chefs

(part of Lufthansa AG), a role he held for nearly four

years, which involved managing over 13,000

people and $1bn in sales. He has also held

leadership positions at Kuehne + Nagel Inc

andScottish & Newcastle.

Nationality: Irish Appointed: 2020

Skills and experience: David is a highly experienced

finance executive who has worked in a variety of

industries and geographies over the last 30 years.

Most recently he was Chief Financial Officer of J.

Murphy & Sons Limited, a leading international

specialist engineering and construction company.

He has held senior finance roles at Serco Group plc

and at Barclays plc.

David trained as an accountant with KPMG in

London and is a Fellow of the Institute of Chartered

Accountants in England and Wales.

Nationality: British Appointed: 2018

Skills and experience: Kate was a Non-executive

Director and Chairman of the Remuneration

Committee of Imagination Technologies plc, the

former global FTSE 250 high technology company,

until November 2017. She was, until January 2023, a

Board member of the world’s first Centre for Data

Ethics and Innovation. She sat on the House of

Lords Science and Technology Select Committee

until the end of January 2023, was a member of the

House of Lords Select Committee on Artificial

Intelligence from 2017 to 2018 and chaired the

House of Lords Select Committee on Autism. She

holds a BA in Publishing and History.

External appointments: Kate is the Non-executive

Chair of Costain Group Plc. She is also a Director and

Trustee of The Royal Countryside Fund. She was

appointed a Life Peer in 2015, is a Senior Adviser at

Newton Europe and a Director of Wrackleford

Farms Ltd.

Catherine Shuttleworth

Company Secretary

For full biography see page 113

Stephen King

Non-executive Director

Nationality: British Appointed: 2024

Skills and experience: Stephen has a wealth of

senior level experience within the industrial,

engineering and manufacturing sectors, including a

number of executive and non-executive roles.

Stephen retired as Group Finance Director of

Caledonia Investments plc in 2018. He was

previously a Non-executive Director and Chairman

of the Audit Committee at Signature Aviation plc,

Bristow Group Inc. and The Weir Group plc, as well

as Senior Independent Director and Chair of the

Audit Committee of TT Electronics plc.

Stephen was Finance Director at De La Rue plc from

2003 to 2009, and prior to that at Midlands

Electricity plc. A Chartered Accountant, Stephen

has also held senior financial positions at Lucas

Industries plc and Seeboard plc, and was a

Non-executive Director of Camelot plc.

External appointments: Interim Senior

Independent Director and Chairman of the

Audit Committee at Chemring Group PLC.

Paula Bell FCMA CGMA

Non-executive Director

Nationality: British Appointed: 2018

Skills and experience: Paula has extensive FTSE

100 and FTSE 250 board experience as both an

Executive and Non-executive Director. Paula has

held executive board roles in large, complex global

organisations leading on strategy, operations, M&A

and driving growth and improved earnings. She was

the Chief Financial and Operations Officer of

Spirent Communications plc until its delisting in

October 2025. From 2013 to 2016 she was Chief

Financial Officer of support services group John

Menzies plc and between 2006 and 2013 was the

Chief Financial Officer of Ricardo plc. Prior to that

Paula held senior management positions at BAA plc,

AWG plc and Rolls-Royce plc. Paula was a

Non-executive Director and Chairman of the Audit

Committee of Laird PLC from 2012 until its

acquisition and delisting in July 2018, including a

period as Senior Independent Director.

Paula is a Fellow of the Chartered Institute of

Management Accountants and a Chartered Global

Management Accountant.

External appointments: Paula is a Non-executive

Director and the Chair of the Audit and Risk

Committee of Persimmon plc.

Board of Directors

Ultimate

responsibility for

the management

and long-term

success of Keller

rests with the

Board.

Committee membership

Audit andRisk

ARC

Nomination and Governance

NOM

Remuneration

REM

Sustainability

SUS

Chair

Executive

EXC

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Former member

Kerry Porritt

Chief Sustainability Officer

and Company Secretary

Kerry stepped down in December 2025

after 12years with Keller.

DIS

Committee membership

Disclosure

Safety Leadership

Chair

DIS

SLC

SLCSLC SLC

SLC SLC

Paul Leonard

President, North America

Peter Wyton

President, EME (Europe and Middle East)

Deepak Raj

President, APAC (Asia-Pacific)

Nationality: Canadian Member since: 2024

Skills and experience: Paul joined Keller from

Wood Group PLC, a leading consulting and

engineering company across the energy and

materials markets, where he was President of

Transformation and responsible for the

transformation of Wood’s global Consulting

Business. Prior to that, he was President of

Operations, responsible for all aspects of Wood’s

operations in the Americas.

Paul is a highly experienced industry professional

with a long tenure at Exxon, where he began his

career as a project engineer before leading major

projects and world-class engineering and

operations teams. Paul holds a Bachelor of

Engineering from Memorial University.

James Wroath

Chief Executive Officer

David Burke

Chief Financial Officer

Nationality: Australian Member since: 2018

Skills and experience: Peter joined Keller after 25

years at AECOM, a leading global infrastructure

firm. He is an experienced business leader and

engineering professional with extensive knowledge

of the Asia-Pacific region. He has supported the

delivery of major infrastructure projects in

transport, building, utilities, mining and industrial

markets across APAC.

Peter received a Bachelor of Civil Engineering from

the Queensland University of Technology.

Nationality: Indian Member since: 2024

Skills and experience: Before his appointment as

President, APAC in March 2024, Deepak was

Managing Director of the Austral Business Unit in

Australia from February 2023 and before that

Managing Director of Keller’s ASEAN Business Unit

since July 2018. Prior to the ASEAN role, Deepak

was the Joint Managing Director of the Keller India

Business Unit.

Deepak has 20 years of multicultural and diverse

leadership experience from organic growth to

turnaround. He joined Keller India as a graduate

geotechnical engineer in 2004 and went on to build

the business organically. Deepak is all-India rank

holder for his Bachelor’s degree in Civil Engineering

from the Institution of Engineers (India) and has a

Masters degree in Geotechnical Engineering from

IIT Madras followed by an executive MBA from the

Indian School of Business (ISB).

John Raine

Chief HSEQ Officer

Brent Byford

Chief Construction Officer

Katrina Roche

Chief Information Officer

Marisa Schleter

Chief Communications Officer

Catherine Shuttleworth

General Counsel and Company Secretary

Craig Scott

Chief People Officer

Nationality: British and American

Member since: 2018

Skills and experience: John is an experienced

HSEQ practitioner who has lived and worked in

Europe, Asia-Pacific and the US. He was, most

recently, at AMEC Foster Wheeler, an international

engineering and project management company,

where he was Chief HSSE Officer.

Before that, John was Vice President QHSSE for

Weatherford International, one of the world’s

largest multinational oil and gas service companies.

Nationality: American Member since: 2024

Skills and experience: Before his appointment as

Chief Construction Officer, Brent was Vice

President of Operations for the North America

Division. Brent joined Keller in 2007 and has held

several roles throughout his tenure, including

Project Manager, Operations Manager, Vice

President of Operations for Hayward Baker, and

Director of Equipment for Keller. Prior to joining

Keller, he worked for a heavy civil general contractor.

Brent holds a Bachelor of Science in Civil

Engineering from Purdue University and is a

licensed Professional Engineer in Indiana.

Nationality: British Member since: 2020

Skills and experience: Katrina has over 25 years of

experience in delivering technology-driven change

and business transformation in multiple industries

such as Aerospace Defence, Telecommunications,

Transport and Technology. She joined Keller from

Cobham Plc, where she held the position of

Executive Vice President IT. Katrina has also held

senior IT roles in Raytheon, Systems Union and MCI

WorldCom as well as senior roles in Product

Development and Transformation at Cable &

Wireless and Verizon.

Katrina has a BSc in Mathematics and an MSc in

Operational Research.

Nationality: Korean-American

Member since: 2024

Skills and experience: Marisa has over 25 years of

experience in communications and marketing, with

expertise in developing and implementing

strategies to drive engagement and support

change. She joined Keller in 2005 as a graphic

designer. Most recently, she was the Group Director

of Communications and Marketing and, before that,

the North America Director of Communications

and Marketing.

Marisa holds a BS in Mathematics from Fordham

University.

Nationality: British Member since: 2025

Skills and experience: Catherine joined Keller as

General Counsel from the international packaging

group DS Smith Plc, where she was Group Legal

Director of the Packaging Division and a member of

its management team. In December 2025, she was

also appointed as Company Secretary of Keller. Prior

to joining DS Smith in 2020, she worked for 12 years

at Freshfields Bruckhaus Deringer LLP in the Global

Transactions team, advising international clients on

complex matters across a range ofsectors.

Catherine has a degree in Philosophy and French

from the University of Oxford and completed her

Graduate Diploma in Law followed by her

Postgraduate Diploma in Legal Practice at BPP

LawSchool in London.

Nationality: British Member since: 2023

Skills and experience: Prior to his appointment as

Chief People Officer, Craig was the HR Director for

the AMEA Division. He has over 16 years’ experience

in the field of HR and talent, having lived and worked

in the UK, Singapore and the Middle East. Before

joining Keller, Craig worked for a FTSE-listed oil

company, where he led the HR function for their

International Division, responsible for operations in

Asia-Pacific and the Middle East

Executive Committee

For full biography see page 110

For full biography see page 111

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Code of Business Conduct

Board of Directors

Develops

strategy, grows shareholder value, provides

oversight and corporate governance, and sets

the tone from the top.

Provides

entrepreneurial leadership of the Group,

driving it forward for the benefit, and having

regard to the views of, its shareholders and

other stakeholders.

Governs

the Group within a framework of prudent and

effective controls, which enable risks to be

assessed and managed to an appropriate level.

Approves

the Group’s strategic objectives.

Ensures

that sufficient resources are available to the

Group to enable it to meet strategic objectives.

The Board delegates authority to manage

the business to the Chief Executive Officer

(CEO) and also delegates other matters to its

committees and management as appropriate.

The Board has formally adopted a schedule of

matters reserved to it for its decision, which

is available on our website. Details about the

principal decisions the Board made during the

year can be found on pages 118 and 119.

The CEO in turn chairs the Executive

Committee for day-to-day management

matters and delegates other matters to various

Management Committees.

Main Board Committees

Oversight

Remit: Oversight of the Group’s financial and non-financial reporting, risk management

(including TCFD) and internal control procedures and the work of its internal and

externalauditor.

Anti-Bribery and Anti-Fraud Policy Tax Strategy

Information Management Policy Board Delegated Authorities

Procurement Policy Finance Standards

Membership: Independent NEDs Quorum: Two

Remit: Framework, policy and levels of remuneration of the Executive Directors and

seniorexecutives.

Remuneration Policy

Membership: Independent NEDs Quorum: Two

Remit: Day-to-day management,

executing strategy, monitoring

performance, promoting the Group’s

culture and driving the desired

behaviours within the Group.

Membership: CEO, CFO and any other

officers as invitedby the CEO. Minimum

of six.

Chair: CEO or CFO in CEO’s absence

Quorum: Four (including CEO or CFO)

Remit: Safety culture.

Membership: CEO, Divisional

Presidents of EME, North America and

APAC, Chief HSEQ Officer and any

other direct reports as required by the

CEO. Minimum of six.

Think Safe

Chair: Chief HSEQ Officer

Quorum: Four (including CEO

or Chief HSEQ Officer)

Audit andRisk Committee

Remuneration Committee

Executive Committee Compliance Committee

Safety Leadership Committee

Main Management Committees

Remit: Oversight, support and advancement

of the ethics and compliance programme.

Membership: General Counsel and Company

Secretary, Divisional General Counsels and

Ethics and Compliance Officers, Group

Financial Controller, GroupHead of Risk and

Assurance, GroupHead of Secretariat

Chair: General Counsel and Company

Secretary

Quorum: Six (including the General Counsel

and Company Secretary)

Ultimate responsibility for the management and long-term success of the Group rests always with the Board, notwithstanding

the delegated authorities framework detailed below.

Other Board Committees

Other Management Committees

Remit: Inside information determination and

advice on scope and content of disclosures

to the market.

Share Dealings Code

Share Dealings Policy

Handling of Inside Information Standard

Membership: Any two Directors (including

CEO or CFO) and the Company Secretary

Quorum: Two

Remit: Management of the company’s

financial risks in accordance with the

objectives and policies approved by the

Board.

Treasury Policy

Membership: CFO, Group Financial

Controller, Group Head of Treasury,

GroupHead of Tax

Chair: Group Head of Treasury

Quorum: Two (including CFO)

Remit: Implementation of Keller’s

strategy for compliance with data

protection laws.

Data Protection Policy

Membership: Representatives from

divisional legal teams (EME, North

America, APAC) and Group functions

(IT, HR, Legal)

Chair: Rotational

Quorum: n/a

Reporting: Annually to the Compliance

Committee

Remit: Consideration of administrative

matters related to the provision of share-

based employee benefits for the company

and its subsidiaries.

Membership: All Directors and the

CompanySecretary

Quorum: Two

Remit: Consideration of matters related

to the provision of bank guarantees

and facilities for the company and its

subsidiaries.

Membership: All Directors and

theCompanySecretary

Quorum: Two

Share Plans Committee

Bank Guarantees and Facilities Committee

Disclosure Committee

Treasury Committee

Data Protection Steering Committee

Oversight

The terms of reference for each of the Main Board Committees are

reviewed on an annual basis and can be found on our website.

The terms of reference for each of

these Other Board Committees can be

found on our website.

Remit: Oversight of the Board’s

responsibilities in relation to sustainability

matters, including climate-related matters,

TCFD disclosures and compliance with

CSRD. Understanding of the key concerns

of the workforce and wider stakeholders, in

addition to shareholders.

Biodiversity Policy

Charitable Giving Policy

Health, Safety and Wellbeing Policy

Human Resources Policy

Human Rights Policy

Quality and Continuous

ImprovementPolicy

Supply Chain Code of Business Conduct

Sustainability Policy

Water Policy

Whistleblowing Policy

Membership: Independent NEDs

Quorum: Two

Sustainability Committee

Remit: Review of the composition of the Board and senior management, and plan for its

progressive refreshing with regard to balance and structure as well as succession planning,

taking account of evolving legal and regulatory requirements as well as stakeholders’

expectations. Responsibility for governance matters.

Board Diversity Policy Charter of Expectations

Membership: Group Chair and Non-executive Directors (NEDs) Quorum: Two

Nomination and Governance Committee

Accountability Accountability

Governance framework

The Board is appointed by shareholders, who are the owners of the company. The Board’s principal responsibility is to act in the

best interests of shareholders as a whole, within the legal framework of the 2006 Act and taking into account the interests of all

stakeholders, including employees, customers, suppliers and communities.

115Keller Group plc Annual Report and Accounts 2025114 Strategic report Governance Financial statements Additional information

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Contents Generation - Section Contents Generation - SectionGovernance framework

The Keller Charter of Expectations and Role Profiles sets the role profiles for all of the key positions on Keller

Group plc’s Board, and states the expectations that are demanded of each of the Directors and the Secretary.

The performance of the Board, Board Committees and of each of the Directors individually is measured against

these expectations.

Key role Responsibilities

Chair

Chief

Executive

Officer

Chief

Financial

Officer

Company

Secretary

Senior

Independent

Director

Responsible for

leading the Board,

its effectiveness

and governance.

Responsible for

the formulation of

strategy, and the

operational and

financial business

of the Group.

Responsible

for financial

management and

control, budgeting

and forecasting,

tax, treasury and

investor relations.

The roles of the Chair and the CEO are quite distinct from each other and are clearly defined in written terms of reference.

They do collaborate and have a close working relationship.

The Chair is also responsible for:

• Being the ultimate custodian of shareholders’ interests.

• Ensuring appropriate Board composition and succession.

• Ensuring effective Board processes.

• Setting the Board’s agenda.

• Attending meetings with major shareholders to obtain an understanding of their issues

and concerns, ensuring effective communication with them.

• Ensuring that Directors are properly briefed in order to take a full and constructive part in

Board and Board Committee discussions.

• Ensuring constructive relations between Executive and Non-executive Directors.

The CEO is also responsible for:

• Formulating strategy proposals for the Board.

• Formulating annual and medium-term plans, charting how this strategy will be delivered.

• Informing the Board of all matters which materially affect the Group and its performance,

including any significantly underperforming business activities.

• Leading executive management in order to enable the Group’s businesses to meet the

requirements of shareholders.

• Ensuring adequate, well-motivated and incentivised management resources.

• Ensuring appropriate succession planning.

• Ensuring business processes for long-term value creation.

The CFO is also responsible for:

• Adherence within the company to all applicable accounting standards.

• Internal financial controls within the company.

• Custodian of the Group’s financial resources.

• Oversight of the company’s financial functions and staffing including motivation,

development and succession.

• Maintaining adequate financial liquidity and ensuring the viability and resilience of the Group.

• Ensures good information flows to the Board, its committees, and between senior management and NEDs.

• All Directors have access to their advice and services.

• Responsible for ensuring that the Board operates in accordance with the governance framework it has adopted.

• Advises on evolving standards and supports the Chair on the continuing development of the Board.

• Their appointment and resignation is a matter for consideration by the Board as a whole.

• Works closely with the Chair, acting as a sounding board and providing support.

• Acts as an intermediary for other Directors as and when necessary.

• Is available to shareholders and other NEDs to address any concerns or issues they feel have not been adequately

dealtwith through the usual channels of communication.

• Meets at least annually with the NEDs to review the Chair’s performance and carries out succession planning for the

Chair’s role.

• Attends sufficient meetings with major shareholders to obtain a balanced understanding of their issues and concerns.

Responsible for the effectiveness of each committee and individual member Directors.

Committee

Chairs

Division of responsibilities Board leadership

Leadership

Board and committee meetings and attendance

All Directors are expected to attend each Board meeting and each committee meeting for which they are members, unless there are exceptional

circumstances preventing them from participating. The table below shows the Directors’ attendance at all Board and committee scheduled meetings

throughout the year.

Meetings

Paula

Bell

David

Burke

Carl-Peter

Forster

Juan G.

Hernández

Abrams

Peter Hill

CBE

Annette

Kelleher

Stephen

King

Baroness

Kate Rock

Michael

Speakman

James

Wroath

Board 6/6 6/6 6/6 6/6 2/2 6/6 6/6 6/6 3/4 2/2

Audit and Risk Committee 3/3 – – 3/3 – 3/3 3/3 3/3 – –

Remuneration Committee 4/4 – – 4/4 – 4/4 3/4 4/4 – –

Nomination and

Governance Committee

3/3 – 3/3 3/3 1/1 3/3 3/3 3/3 – –

Sustainability Committee 3/3 – – 3/3 – 3/3 3/3 3/3 – –

1 Carl-Peter Forster was appointed Group Chair on 5 March 2025.

2 Peter Hill stepped down from the Board in March 2025.

3 Stephen King was unable to attend the Remuneration Committee meeting held in January 2025 due to unavoidable personal matters. He was briefed by the Committee Chair prior to the meeting and

he also provided comments on the meeting materials to both the Committee Chair and the Committee Secretary in advance.

4 Michael Speakman stepped down from the Board on 18 August 2025.

5 James Wroath was appointed to the Board on 18 August 2025.

Effectiveness

Directors and Directors’ independence

The Board currently comprises the Chair, five independent

Non-executive Directors (NEDs) and two Executive Directors. The

names of the Directors at the date of this report, together with their

biographical details, are set out on pages 110 and 111.

The NEDs constructively challenge and help to develop proposals on

strategy and bring strong independent judgement, knowledge and

experience to the Board’s deliberations. Periodically, the Chair meets

with the NEDs without the Executive Directors present. Apart from

formal contact at Board meetings, there is regular informal contact

between the Directors.

Keller continues to assess the independence of its NEDs on an annual

basis in accordance with the UK Corporate Governance Code (the

‘Code’). This includes reviewing their tenure, any potential conflicts of

interest, as well as assessing their individual circumstances to ensure

that there are no relationships or matters likely to affect the judgement

of the NEDs. Paula Bell, Baroness Kate Rock, Juan G. Hernández

Abrams, Annette Kelleher and Stephen King are all considered to be

independent NEDs. Their other professional commitments are as

detailed on pages 110 and 111. Carl-Peter Forster was independent

at the time of his appointment as Group Chair on 5 March 2025. Carl-

Peter’s other professional commitments are as detailed on page 110.

All Directors are subject to election by shareholders at the first AGM

following their appointment and to annual re-election thereafter,

in accordance with the Code.

Directors’ conflicts of interests

Under the Companies Act 2006 (the ‘2006 Act’), Directors must

avoid situations where their interests conflict with those of Keller. The

company’s Articles of Association (the ‘Articles’) permit Directors to

authorise conflicts, and where appropriate grant necessary approvals,

once the Board has reviewed its register of interests at each meeting.

Only non-conflicted Directors may authorise such matters, and in doing

so must act in good faith to promote Keller’s success. If appropriate,

Directors may impose limits or conditions when authorising conflicts.

These procedures have been consistently followed and are considered

to have been effective during the year.

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1 2 2 1111 222 3333

1 2 3

continued

Board activities and principal decisions

Strategy

Topics

• Project performance reviews

• Reviewed and considered the monthly

performance of the divisions and

business units against strategic levers

• Refinements to strategy

Topics

• Board composition and succession

• Executive Committee composition and

succession

• High performance culture

• Review of values

Topics

• Contracts performance review

andrevenue over the year

• PPM standard

Outcomes

• Project Performance Management

(PPM) standard implemented across

the Group

• ERP implementation progressed

• Finance transformation completed in

APAC and EME

• Continued entity rationalisation

Outcomes

• Appointed Carl-Peter Forster as

Group Chair

• Appointed James Wroath as Chief

Executive Officer

• Appointed Catherine Shuttleworth

as General Counsel and Company

Secretary

• New values of safety, people, excellence

and integrity

Outcomes

• Delivery of consistent pricing and

reduced claims, building on the positive

operational foundations built last year

• PPM standard implementation

Link to strategy Link to strategy Link to strategy

People

and culture

Operational

performance

January February March April May June July August September October November December

Board and

committee

meetings

BRD

EXC

REM

BRD

NOM

ARC

REM

SUS

EXC

EXC BRD

NOM

EXC EXC BRD

ARC

SUS

EXC

BRD

REM

EXC

BRD

EXC BRD

EXC

BRD

NOM

ARC

REM

SUS

EXC

Key announcements

and activities

Trading update

CEO attended

investor roadshow in

New York

Final results

Carl-Peter Forster

succeeded Peter Hill CBE

as Group Chair

CFO attended

investorroadshow

2024 Annual Report and

Accounts published

Launch of multi-year

share buyback

programme

Annual General Meeting

AGM trading update

and results

Announcement of

completion of initial

tranche of share

buyback programme

CFO attended

Berenberg UK

Midsummer Midcaps

Conference

HY results

CEO and CFO

attended investor

roadshow

Michael Speakman

stepped down and

James Wroath

succeeded as CEO

Business Unit

Leadership Conference

Launch of second tranche

of share buyback

programme

Trading update

CEO and CFO

attended Investec

Investor Conference

CEO and CFO attended

Berenberg European

Investor Conference

Appointment of Catherine

Shuttleworth as Company

Secretary

Financial

performance

Risk and

control

Governance

Topics

• Evaluated the 2026 business plan

andbudget

• Reviewed principles of capital allocation

• Reviewed the company’s forecast

net debt levels, facility headroom and

covenants, and working capital

Topics

• Considered the principal and emerging

risks and uncertainties which could

impact the Group

• Reviewed the Group risk appetite

• Code Provision 29 preparations

Topics

• Review of ethics and compliance

programme

• Monitored regulatory developments

• Assessed the timeline of Board review

• Considered appropriateness and

efficacy of Group governance framework

Outcomes

• Delivered another year of record

financial performance

• Maintained commitment to return

capital to shareholders

• Commencement of a multi-year share

buyback programme

• Agreed the recommendation to pay

interim and final dividends for 2025

Outcomes

• Establishment of risk and assurance

function

• Supported the Audit and Risk

Committee in its oversight of

preparations for Code Provision 29

Outcomes

• Tailored induction programme for

James Wroath

• Decided to postpone external Board

review to 2026

• Updated Code of Business Conduct

and Anti-Bribery and Anti-Fraud,

Competition Law Compliance and

Data Protection policies

• New Responsible AI Policy

Link to strategy Link to strategy Link to strategy

Strategic levers

Portfolio PipelinePerformance

Audit andRisk

ARC

Nomination and Governance

NOM

Remuneration

REM

Sustainability

SUS

Executive

EXC

Board

BRD

Market update

Roadshow/meeting

Change in leadership

Board leadership

Read more from page 26 onwards Read more from page 66 onwardsRead more from page 34 onwards Read more from page 72 onwardsRead more from page 60 onwards Read more from page 105 onwards

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Principle Location of additional information

Likely consequences ofany

decisions in the long term

• Chair’s statement (pages 16 and 17)

• CEO’s review (pages 18 and 19)

• The Keller model (pages 22 and 23)

• Our growth drivers (pages 24 and 25)

• Our strategy (pages 26 and 27)

• Principal risks and uncertainties, viability assessment and going concern (pages 72 to 83)

• Board activities and principal decisions (pages 118 and 119)

Interests of employees

• People (pages 34 to 47)

• Nomination and Governance Committee report (pages 126 to 128)

• Annual statement from the Chair of the Remuneration Committee (pages 138 to 141)

• Sustainability Committee report (pages 154 to 155)

Need to foster business

relationships with suppliers,

customers andothers

• The Keller model (pages 22 and 23)

• Our strategy (pages 26 and 27)

• Principles (pages 56 to 59)

• Section 172 statement (pages 120 to 123)

Impact of operations on the

community and the

environment

• Value chain (pages 30 to 31)

• ESG and Sustainability, People, Planet and Principles (pages 32 to 59)

• Task Force on Climate-related Financial Disclosures (pages 84 to 100)

• Sustainability Committee report (pages 154 to 155)

Reputation for high standards

of business conduct

• Principal risks and uncertainties (pages 72 to 83)

• Division of responsibilities (page 116)

• Audit and Risk Committee report (pages 129 to 137)

• Directors’ report (pages 156 to 158)

Need to act fairly between

members

• Chair’s statement (pages 16 and 17)

• Chair’s introduction to Governance section (pages 106 and 107)

• Section 172 statement (pages 120 to 123)

• Directors’ report (pages 156 to 158)

As required by section 172 of the 2006 Act, a director of a company must

act in the way they consider, in good faith, would most likely promote the

success of the company for the benefit of its shareholders. In doing this,

the director must have regard, amongst other matters, to the principles

marked in the table below.

The Directors of Keller must act in accordance with a set of general

duties as detailed in the 2006 Act. As part of their induction, our

Directors are briefed on their duties and they can access professional

advice on these – either through the company or, if they judge it

necessary, from an independent provider.

As a Board, we have always taken decisions for the long term. Collectively and individually,

our aim is always to uphold the highest standards of conduct. We understand that our

business can only grow and be successful over the long term if we respect the views and

needs of our employees, customers and the communities in which we operate, as well as

our suppliers, the environment and the shareholders to whom we are accountable.

Our Directors fulfil their duties partly through a governance framework

that delegates day-to-day decision-making to employees of the

company.

The Board recognises that such delegation needs to be much more than

simple financial authorities and should take into account the values and

behaviours expected of our employees; the standards they must adhere

to; how we engage with stakeholders; and how the Board looks to ensure

that we have a robust system of control and assurance processes.

For more detail on our governance framework, see pages 114 and 115.

Details about the principal decisions the Board made during the year can

be found on pages 118 and 119.

Why they matter: Delivering for our shareholders ensures that the business continues to be

successful in the long term and can therefore continue to deliver for all our stakeholders

Why they matter: The success of our organisation is built on the talents and dedication of our people

and they provide us with a competitive edge. We want them to be inspired and motivated, equipped

with the right skills, tools and standards to be successful

How do we run the company for the benefit of all our members?

• The Chief Executive Officer (CEO) and the Chief Financial Officer

(CFO) meet with major shareholders following the preliminary results

announcements to address key questions of the business and

progress against the Group’s strategy.

• The CEO and the CFO have calls with major shareholders following

the interim results announcements and the Group’s trading update

announcements.

• Following these announcements, analysts’ notes are circulated to the

Board.

• The Chair and the Senior Independent Director have calls with

shareholders to discuss Group performance and risk management

throughout the year.

• We have consistently either grown or maintained our dividend

since listing. We have strong cash generation and a robust balance

sheet which, together, support our ability to continue to sustainably

increase the dividend.

• The investor relations section of our website provides information on

the financial calendar, dividends, AGMs and other areas of interest to

shareholders. Copies of annual reports and investor presentations

are available to view and download. Shareholders can also register to

receive ‘news alerts’ relating to the Group’s activities.

• The Board uses the AGM as an opportunity to communicate with all

shareholders, who are invited to attend, to ask questions and meet

Directors. The Chairs of the Main Board Committees are present at

the AGM to answer questions on the work of their committees. The

results of the voting for the 2025 AGM can be found on our website.

How do we consider the interests of our employees?

• Baroness Kate Rock, Keller’s designated Non-executive Director

for employee engagement matters leads the Board's approach to

workforce engagement.

• We communicate regularly with our employees through face-to-face

meetings, webcasts, our company intranet, newsletters, employee

engagement surveys, and visiting sites and offices.

• Site visits allow NEDs to enhance their understanding of employees’

experience of their working environment.

• Business unit leaders met in September 2025 at a company

conference in Houston. The CEO and the CFO met with business

unit leaders throughout the conference to celebrate the successes

and understand the challenges faced by them.

Outcomes

• Keller is a stable business with a long-term track record

• Continued growth opportunities

• Consistent and sustainable dividend

• Transparency and clear communication

What is important to our members?

• Sustainable returns

• Long-term sustainability of organisation

• Regular communication on the company’s financial position and

expected outcomes

What is important to our employees?

• Providing a safe environment to work in

• Engagement in the business and acknowledgment of their success

• Providing them with the tools and opportunities to develop

Outcomes

• Local and global development opportunities

• Established training and development programme

• Long-term employment

• Inclusive, diverse and supportive environment

Shareholders

Employees

Section 172 statement

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What is important to our customers?

• Delivering high-quality results on time and at cost

What is important to our suppliers?

• Being paid on time for services rendered • Staying up to date with supply chain standards and maintaining a

good relationship

What is important to our communities?

• That Keller reduces its environmental impact in the area of

operations

• Engaging with and supporting the community to ensure a lasting

impact

Why they matter: Our customers are central to our business – without them we would not exist. We want to continuously

improve on delivering high performance across all our strategic levers so as to meet our customers’ needs

How do we foster relationships with our customers?

• The Divisional Presidents are in regular contact with our customers

and update the Board via the CEO systematically on delivering

commitments to customers, and the quality of these critical

relationships.

• Business unit leaders and senior management conduct a range of

client research to better understand their expectations of us, and

how we can effectively address their needs.

Outcomes

• Benefit from Keller’s global strength and local focus • Provision of cost-effective geotechnical solutions

Customers

Section 172 statement

Why they matter: Building strong relationships with our suppliers enables us to obtain the best value, service and quality.

We want to work with suppliers who understand us and adhere to our ways of working

Why they matter: What we do is an integral part of the community, which is ultimately our end customer.

Poor relationships hinder our reputation but rich relationships win us goodwill

How do we foster relationships with our suppliers?

• Our procurement function continues to work hard to understand

our supply chain and how to nurture strategic relationships with key

suppliers.

• Our Supply Chain Code of Business Conduct sets out our

expectations that our supply chain must comply with applicable law

and respect the human rights of their employees and contractors

and treat them fairly.

• Consistent communications with our suppliers during the year have

assisted us in managing our resources and materials efficiently on

site.

• We are committed to paying suppliers on time and giving clear

guidance on payment terms.

How do we consider the interests of the communities in which we operate?

• The Board is informed of, and the Sustainability Committee monitors,

our contributions to local communities through our Partnerships

programme which is directed by senior management.

• As a geotechnical engineering specialist, we understand that

environmental and climate risks could impact communities directly.

We are committed to protecting the environment, and aim to

safeguard it for the future.

• The Keller Foundation (Fundacja KELLER) continued to raise funds in

response to the conflict in Ukraine.

• Charitable initiatives during 2025 included our continued partnership

with UNICEF.

Outcomes

• A reliable local relationship with backing from a financially strong global company

• Encouragement in meeting global supply chain standards

Outcomes

• Local employment

• Charitable partnerships

• Participation by our employees in community events

• Sustainable commitments such as the development of our electric

rigs to reduce noise and carbon emissions

Suppliers

Communities

Case study

Supply Chain Sustainability School launches

in US with Keller backing

Keller has joined forces with other sector-leading companies to

support the launch of a learning platform that helps our suppliers

improve their sustainability.

Although new to the US, the Supply Chain Sustainability School

('School') has an outstanding reputation internationally, having trained

over 137,000 individuals and supported 30,000 companies across the

UK, Ireland and Australia since 2012.

Now Keller employees and our supply chain in the US can also benefit

from the platform’s free educational resources, webinars, workshops

and accredited modules to help embed more sustainable practices.

The school brings insight and best practice to a vast range of

topics including energy use and carbon emissions, environmental

management, water use, waste, air quality, wellbeing, biodiversity and

community engagement.

“At Keller, we understand that sustainability is a broad and complex

topic that can be challenging to understand,” says Kimberly Martin,

Engineering Manager Sustainability Innovation, North America. “That’s

why we’re thrilledto partner with the US Supply Chain Sustainability

School – an organisation dedicated to giving people the skills and

knowledge tobuild a more sustainable future.”

By providing our supply chain with access to

sustainability training and resources, we’re not only

enhancing our own practices but also contributing

to a more sustainable future for the entire industry.”

Kimberly Martin

Engineering Manager Sustainability Innovation

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Board composition

The Board comprises the Non-executive Chair, the Senior Independent

Director, four independent NEDs and two Executive Directors. The Board’s

individual biographies are detailed on pages 110 and 111.

Board diversity

Our Board Diversity Policy has been in place since January 2021.

The selection of candidates to join the Board continues to be made

based on merit and the individual appointee’s ability to contribute to

the effectiveness of the Board, which in turn is dependent on the pool

of candidates available. All appointments and succession plans will seek

to promote diversity of gender, ethnicity, skills, background, knowledge,

international and industry experience and other qualities.

The Board is committed to promoting diversity, equity and inclusion in the

boardroom, to ensure all are able to contribute to Board discussions, and

aims to meet industry targets and recommendations wherever possible.

This includes our objective of meeting the diversity targets recommended

by the FTSE Women Leaders and the Parker Reviews. We submitted data to

these two reviews during the year.

The Board, supported by the Nomination and Governance Committee, is

also committed to:

• ensuring that the Board is comprised of a good balance of skills,

experience, knowledge, perspective and varied backgrounds;

• only engaging search firms who are signed up to the Voluntary Code of

Conduct for Executive Search Firms;

• ensuring that Board appointment ‘long lists’ will be inclusive according

to the widest definition of diversity;

• considering candidates for Non-executive Director Board

appointments from a wide pool, including those with no listed company

Board-level experience; and

• reporting annually on the diversity of the executive pipeline as well as

the diversity of the Board.

We also aim to develop a strong pipeline of diverse candidates for executive

Board roles and for the Executive Committee with a goal of ensuring that

it is made up of an appropriate balance of skills, experience and knowledge

required to effectively oversee the management of the company in the

delivery of its strategy.

Our gender diversity statistics across the Group are shown on page 42.

Overall, Keller’s Board Diversity Policy aligns to the FTSE Women Leaders

Review and the Parker Review, and we report in line with the UK Corporate

Governance Code (via the Listing Rules), the relevant Disclosure Guidance

and Transparency Rules, and the Companies Act 2006 on people matters.

Board and committee performance review

and evaluation 2025

The UK Corporate Governance Code states that there should be an annual

evaluation of the performance of the board, its committees, the chair and

individual directors and that, for larger listed companies such as Keller, this

should be externally facilitated at least every three years. The company was

due to have an externally facilitated evaluation in 2025.

The Board elected to postpone both the internal and the externally

facilitated review until 2026. This was considered to be a proportionate

approach in light of the change in Chair and CEO during the year. Given

the 5 March 2025 effective date of the appointment of Carl-Peter Forster

as Chair, and the subsequent appointment of James Wroath as CEO, the

Board concluded that it would be a better use of time and resources for the

next externally facilitated annual performance review to take place in 2026,

so that a full year of the Board’s work under the new Chair and CEO could

be taken into account.

Board development

On appointment, Directors are provided with induction training and

information about the Group, the role of the Board and the matters

reserved for its decision, the terms of reference and membership of the

Board committees and the latest financial information about the Group.

This is supplemented by meetings with the company’s professional

advisers, and, where appropriate, visits to key locations and meetings

with certain senior executives to develop the Directors’ understanding

ofthebusiness.

Throughout their period of office, Non-executive Directors are continually

updated on our business, markets, social responsibility matters and

other changes affecting the Group and the industry in which we operate,

including changes to the legal and governance environment and the

obligations on themselves as Directors.

Information and support

The Board and committees are satisfied that they receive sufficient,

reliable and timely information in advance of meetings and are provided

with all necessary resources and expertise to enable them to fulfil their

responsibilities and undertake their duties in an effective manner.

The Chair and the Company Secretary keep under review the forward

agendas for the Board and the content and construct of management

papers to allow for greater focus by the Board as a whole on strategic

matters and avoiding unnecessary operational detail.

For each Board and committee meeting, Directors are provided with a

tailored Board pack in advance of the meeting, and we use an electronic

system that allows the Board to easily access information, irrespective

of geographic location. Directors regularly receive additional information

between Board meetings, including a monthly Group performance update.

If a Director is unable to attend a meeting, they are provided with all the

papers and information relating to that meeting and have the opportunity

to discuss issues arising directly with the Chair and CEO.

Accountability

Internal controls

The Board is ultimately responsible for the Group’s system of internal

control and for reviewing its effectiveness. However, such a system is

designed to manage, rather than eliminate, the risk of failure to achieve

business objectives, and can provide only reasonable, not absolute,

assurance against material misstatement or loss.

The Board confirms that there is an ongoing process for identifying,

evaluating and managing the principal risks faced by the Group, which has

been in place for the year under review and up to the date of approval of

the Annual Report and Accounts. This process is regularly reviewed by the

Board and accords with the guidance from the Financial Reporting Council.

Details on the identification and evaluation of risk, as well as on the

management of project risk, can be found in the Principal risks and

uncertainties on pages 72 to 83. The key elements of the Group’s system

of internal controls are explained in the Audit and Risk Committee report

on page 136. The management of financial risks is described in the Chief

Financial Officer’s review on page 71.

Compliance with laws and regulations

Compliance with laws and regulations both local and global is of extreme

importance to the Board, including the minimisation of instances of

non-compliance. Throughout the reporting year, the General Counsel

and Company Secretary received reports from and met with members of

divisional management to assess and understand the key challenges and

opportunities faced in relation to legislative and regulatory developments

within our jurisdictions of operation, which were subsequently reported to

the Audit and Risk Committee for consideration.

For more information on policy commitments in compliance with laws and

regulations, please see our Non-financial and sustainability information

statement on pages 102 to 104.

Information included in the Directors’ report

Certain information that fulfils the requirements of the Corporate governance statement can be found in the Directors’ report in the sections

headed ‘Substantial shareholdings’, ‘Repurchase of shares’, ‘Amendment of the company’s Articles of Association’, ‘Appointment and replacement

ofDirectors’ and ‘Powers of the Directors’ and is incorporated into this Governance section by reference.

Board composition, succession and evaluation

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Board review

The UK Corporate Governance Code states that there should be an

annual evaluation of the performance of the board, its committees, the

chair and individual directors and that, for larger listed companies such as

Keller, this should be externally facilitated at least every three years. The

company was due to have an externally facilitated evaluation in 2025.

The Board elected to postpone both the internal and the externally

facilitated review until 2026. This was considered to be a proportionate

approach in light of the change in Chair and CEO during the year. Given

the 5 March 2025 effective date of my appointment as Chair, and the

subsequent appointment of James Wroath as CEO, the Board concluded

that it would be a better use of time and resources for the next internal

and externally facilitated annual performance review to take place in 2026,

so that a full year of the Board’s work under the new Chair and CEO could

be taken into account.

Board composition

The committee’s activities during the year included:

• Considering the number of Executive and Non-executive Directors

on the Board, and whether the balance was appropriate to ensure

optimum effectiveness.

• Reviewing the balance of industry knowledge, relevant experience,

skills and diversity on the Board.

• Assessing and confirming that all the Non-executive Directors

remained independent.

We are confident that each Director remains committed to their role and

the Board continues to work well and benefits from an appropriate and

diverse mix of skills and industry knowledge. Collectively, the Directors

bring a range of expertise and experience of different business sectors

to Board deliberations which encourages constructive and challenging

debate around the boardroom table. Having a good mix of skills plays

an important role in keeping the Board relevant and up to date with the

market and best practice. For more information on Board skills, see

page109.

Board diversity

Our commitment to diversity, equity and inclusion aligns with our values

of safety, people, excellence and integrity and is underpinned by our

Inclusion Commitments.

The Board is committed to promoting diversity, equity and inclusion in

the boardroom, to ensure all are able to contribute to Board discussions,

and aims to meet industry targets and recommendations wherever

possible. This includes our objective of meeting the diversity targets

recommended by the FTSE Women Leaders Review and the Parker

Review. We also considered the requirements under the Listing Rules

andour disclosure is set out on page 128.

For further information on diversity at Board level, as well as more

generally at Keller, please see the People section of this report.

The committee has continued to review the balance of skills on the Board

as well as the knowledge, experience, length of service and performance

of the Directors. During the year, we held three meetings, in February, May

and December. The attendance at those meetings is shown above and

on page 117.

Appointment of Chief Executive Officer

In May 2025, we announced that our Chief Executive Officer, Michael

Speakman, would be undergoing necessary medical treatment. Michael

continued in his role with the support of David Burke, Chief Financial

Officer, the Executive Committee and the Chair. Michael remained

actively engaged in key strategic decisions and day-to-day leadership.

In June 2025, we announced with sincere regret that Michael Speakman,

Chief Executive Officer, would step down as CEO and as a Director of

Keller with effect from 18 August 2025 in order to continue with his

necessary medical treatment.

Following a comprehensive search process, the Board announced the

appointment of James Wroath as CEO, effective 18 August 2025.

James's details can be found on page 110. The Board is confident that

he will provide strong leadership and strategic direction as the Group

continues to deliver its successful growth strategy.

Nomination and Governance Committee report

Dear shareholder

Welcome to the report of the Nomination

and Governance Committee for the year

ended 31 December 2025.

Carl-Peter Forster

Chair of the Nomination and Governance Committee

Role of the committee

The role of the committee is to recommend the structure,

sizeand composition of the Board and its committees.

It is also responsible for succession planning of the Board

andexecutive management, for promoting the overall

effectiveness of the Board and its committees, and for

governance matters in general.

Committee highlights in 2025

• Appointed James Wroath as Chief Executive Officer.

• Onboarded Carl-Peter Forster as Group Chair and James

Wroath as Chief Executive Officer.

• Monitored the length of tenure of the Non-executive

Directors.

• Reviewed the terms of reference of the committee.

• Reviewed the committee’s effectiveness during the year.

Committee composition during 2025

Meeting

attendance

Carl-Peter Forster (Chair) 3/3

Peter Hill CBE

1/1

Paula Bell 3/3

Juan G. Hernández Abrams 3/3

Annette Kelleher 3/3

Stephen King 3/3

Baroness Kate Rock 3/3

1 Peter Hill CBE stepped down from the Board and the committee in March 2025.

We are confident that each Director

remains committed to their role and the

Board continues to work well and benefits

from an appropriate and diverse mix of skills

and industry knowledge."

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continuedNomination and Governance Committee report

Non-executive appointments and time commitment

When we make recommendations to the Board regarding Non-executive

Director appointments, we consider the expected time commitment of

the proposed candidate, and any other existing commitments, to ensure

that they have sufficient time available to devote to the company.

Before accepting any additional commitments, Non-executive Directors

discuss them with the Group Chair, or, in the case of the Group Chair

himself, with the SID and the CEO. Board agreement is required if a

potential conflict is identified. The individual must ensure they will

continue to have sufficient time available to devote to the company.

Corporate governance

The committee’s terms of reference are available on the Group’s

website(keller.com) and on request from the Company Secretary.

Theterms of reference were reviewed during the year, with no material

changes to report.

Only the Chair and Non-executive Directors are members of the

committee, and no other person is entitled to be present at committee

meetings. We may invite members of senior management to attend

meetings where we feel it is appropriate, and the CEO, the CFO and the

Chief People Officer, along with external advisers, attended some of the

meetings held during the year.

Our 2025 evaluation of the committee’s effectiveness concluded that,

consistent with the Code and our own terms of reference, the committee

was discharging its obligations in an effective manner.

In accordance with the requirements of the Code, all members of the

Board will seek re-election at the AGM in May 2026. James Wroath will

seek election by shareholders as he joined the Board during 2025.

With regard to the UK Listing Rule 6.6.6R(9), which seeks to increase

transparency for investors on the diversity of boards and executive

management, we have opted to report on sex, rather than gender

identity, as the latter is a special characteristic under UK data protection

laws requiring enhanced safeguards and processes for collection and

disclosure. In some countries, data protection laws do not allow us to ask

for gender identity. All data provided below is as at 31 December 2025.

We define executive management as the Executive Committee. See

membership on pages 112 and 113.

Carl-Peter Forster

Chair of the Nomination and Governance Committee

Approved by the Board of Directors and authorised

for issue on 2 March 2026.

Sex representation

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage

of executive

management

Men 5 62.5 3 8 73

Women 3 37.5 1 3 27

Other categories – – – – –

Not specified/prefer not to say – – – – –

Ethnicity representation

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage

of executive

management

White British or other White

(inc. minority – white groups) 7 87.5 4 9 82

Mixed/Multiple ethnic groups – – – 1 9

Asian/Asian British – – – 1 9

Black/African/Caribbean/

Black British – – – – –

Other ethnic group 1 12.5 – – –

Not specified/prefer not to say – – – – –

Target:

At least one of the senior Board

positions is a woman

Keller:

Baroness Kate Rock,

Senior Independent Director

Target:

At least one member of the Board

is from a minority ethnic background

Keller:

Juan G. Hernández Abrams,

born in Puerto Rico

Keller has met two out of three specific

Board diversity targets required by the

Financial Conduct Authority

1 The UKLR target that at least 40% of the individuals on the Board must be women was not met by Keller throughout the year. From January to March 2025 we were at 33% and from May to the end of

the year at 37.5%. This is close to the 40% target without increasing the size of the Board.

This report is intended to provide shareholders with an insight into key

areas considered, together with how the committee has discharged

its responsibilities and provided assurance on the integrity of the 2025

Annual Report and Accounts. This has included ensuring the 2025 Annual

Report and Accounts is aligned with the latest requirements and guidance

from regulators, that it is fair, balanced and understandable and that all

matters disclosed and reported upon meet the rapidly evolving needs of

our stakeholders.

In addition, the committee’s fundamental priorities include ensuring the

quality and effectiveness of the external and internal audit processes and

monitoring the management of the principal risks of the business.

My introduction sets out the key areas of focus for the committee during

2025 and to the date of this report.

It is important that the committee’s work and focus areas constantly

adapt as the company progresses a refreshed strategy, whilst also

identifying change initiatives in the organisation that require enhanced

assurance to manage risk.

During 2025, it was important to ensure that the Group’s risk

management and internal control systems continued to operate

effectively. Throughout the year the committee received regular

updates from management on the strengthening of the financial control

environment and systems of internal control. The internal audit plan

has continued to be adapted appropriately to the evolving needs of

thebusiness.

Audit and Risk Committee report

Dear shareholder

On behalf of the Audit and Risk Committee,

I present our report for the financial year

ended 31 December 2025.

Paula Bell FCMA CGMA

Chair of the Audit and Risk Committee

Role of the committee

The committee is responsible for overseeing the internal

risk management framework, ensuring effective internal

controls are in place, financial and non-financial reporting,

andappropriate external and internal audit arrangements.

Committee highlights in 2025

• Oversaw the embedding of the Group’s ‘three lines of defence’

model and established the second line function.

• Continued to support the expanded use of the Group’s

Governance, Risk and Compliance (GRC) platform, to

encompass risk management, internal controls and internal

audit in a single tool.

• Monitored the Group’s risk management framework, with

particular focus on emerging risks.

• Continued to monitor and challenge the implementation of

the assurance programme for the change initiatives under

way including enterprise resource planning (ERP), Project

Performance Management (PPM) and finance transformation.

• Reviewed the finance transformation programme as it moved

to shared service centres.

• Reviewed and approved the evolution of the internal audit

operating model to a co-source arrangement.

• Oversaw a programme to implement an enhanced Group-wide

internal control framework in anticipation of compliance with

Provision 29 of the 2024 UK Corporate Governance Code.

• Reviewed detailed plans to manage cyber risk and enhance IT

data security.

• Reviewed and approved policies within its remit: Anti-bribery

and anti-fraud, tax strategy and related training.

• Reviewed the output from the evaluation of the external and

the internal auditors.

• Reviewed and challenged the implementation of the internal

audit programme to ensure appropriate coverage of matters

of business risk.

• Reviewed its effectiveness during the year and its terms of

reference.

Committee composition during 2025

Meeting

attendance

Paula Bell (Chair) 3/3

Juan G. Hernández Abrams 3/3

Annette Kelleher 3/3

Stephen King 3/3

Baroness Kate Rock 3/3

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In 2025 the committee reviewed the effectiveness of the internal

audit activities and resulting actions by management. More widely,

the committee also reviewed the three lines of defence to provide

assurance to the committee and the Board about the effectiveness

of the company's processes. I am pleased to report good progress in

the evolution of the maturity of the internal control framework and we

continue to see increased risk awareness and adoption of risk mitigation

techniques in our operating processes across our global operations.

We continued the process of designing and implementing a second line

of defence model across all key risk domains (including financial and

non-financial reporting, compliance and operational risks) to support our

future assurance requirements, which includes the basis for the Board’s

statement on internal controls.

Both the external and the internal audit processes were deemed to be

effective and we are confident about the efficiency and quality of the

process in place for the external audit of the 2025 year-end accounts.

This was the seventh year that EY served as the external auditor and we

have started to think about how to prepare to conduct the tender process

for the selection of an external audit firm when due.

We continued to execute our UK Corporate Governance reform

implementation plan, in preparation for the future Board declaration

regarding Provision 29. Our focus has been on practical actions that

enhance the Group’s control environment and especially the evidence

maintained to demonstrate that our controls are operating effectively.

Progress against these initiatives was reported back to the committee.

We are proud of the progress that has been made during the year

and we are confident we will be ready to report against the new Code

requirements next year.

We continued to monitor the evolution and implementation of our key

change programmes, namely the ERP, PPM and finance transformation,

to ensure that all relevant risks are considered and that the appropriate

automated and manual controls are built into the system design.

As always, management undertook a holistic review to identify emerging

risks, gathering the views of key internal stakeholders, including

committee members, who bring to bear differing perspectives and

also levels of technical knowledge, industry experience and economic

awareness. Data and cyber security were included in this review, which

was considered by the committee.

I hope that you find this report informative and can continue to take

assurance from the work undertaken by the committee this year. We seek

to respond to stakeholders’ expectations in our reporting and, as always,

welcome any feedback from shareholders or other stakeholders.

I look forward to meeting shareholders who attend our AGM this year

to answer any questions on this report or on the committee’s activities.

Shareholders are encouraged to email their questions in advance to the

Committee Secretary at secretariat@keller.com.

Paula Bell FCMA CGMA

Chair of the Audit and Risk Committee

Approved by the Board of Directors and authorised for issue

on 2 March 2026.

Our focus has been on practical actions

that enhance the Group's control

environment.”

continuedAudit and Risk Committee report

Activities of the committee

The committee has an extensive agenda of items of business, aligned

with the financial reporting cycle, focusing on the audit, assurance and

risk processes within the business which it deals with in conjunction

withsenior management, the external auditor, the internal audit function

and the financial reporting team.

The committee is supported in this role by using the expertise of EY.

In doing so, it ensures that high standards of financial governance, in

line with the regulatory framework as well as market practice for audit

committees going forward, are maintained. Furthermore, PwC in their

role as internal auditor contribute to the assurance process by reviewing

compliance with internal processes.

The committee met three times during the year, with attendance at

these meetings shown on pages 117 and 129, and considered the items

of business shown below and overleaf.

The committee also reviewed the information presented in the

Group’s final results announcement, the company’s processes for the

preparation of the 2025 Annual Report and Accounts and the outcomes

of those processes to ensure that we were able to recommend to

the Board that the 2025 Annual Report and Accounts satisfied the

requirement of being fair, balanced and understandable.

The following processes are in place to provide this assurance:

• Coordination and review of the Annual Report and Accounts

performed alongside the formal audit process undertaken by EY.

• Guidance issued to contributors at an operational level.

• Internal challenge and verification process dealing with the factual

content of the information within the Annual Report and Accounts.

• Comprehensive review by senior management and external advisers

to ensure consistency and overall balance.

5 August – interim results 13 November – trading update

3 March –

final results

24 March –

annual financial

report

20 May –

AGM

July meeting December meeting February meeting

Key focus

Half-yearly results and external

audit planning

Audit assurance strategy and

internal audit planning

Final results

Committee activity

Reviewed and challenged the key accounting

judgements applied in the preparation of the

half-yearly results.

Received a report from EY covering the

accounting, financial control and audit issues

identified during the half-yearly review.

Reviewed the letter of representation issued

to EY and made a recommendation to the

Board to approve.

Agreed the external audit engagement and

strategy covering the audit approach,

significant risks and areas of audit focus,

scope and materiality for 2025.

Received an update on the assurance

strategy plan, with a focus on change

management assurance.

Agreed the estimated external audit fee for

2025.

Reviewed and approved the programme of

internal audit reviews of the Group’s

operations and financial controls for 2026.

Reviewed and challenged the appropriateness

of the accounting in relation to the significant

financial judgements, estimates and non-

underlying items in 2025.

Reviewed the evidence to conclude that the

proposed accounting treatment was

appropriate.

Received a report from EY covering the

accounting, financial control and audit issues

identified during the full-year audit.

Reviewed the final results, the 2025 Annual

Report and Accounts, the letter of

representation issued to EY and made a

recommendation to the Board to approve.

Other focus area – External audit

Reviewed the independence and objectivity

of EY, including the level of non-audit fees.

Reviewed the independence and objectivity of

EY, including the level of non-audit fees.

Recommended the reappointment of EY as

external auditor.

20262025

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5 August – interim results 13 November – trading update

3 March –

final results

24 March –

annual financial

report

20 May –

AGM

July meeting December meeting February meeting

Other focus area – Internal controls and risk management

Reviewed liquidity and going concern.

Received an update on the ethics and

compliance programme.

Received an update on the second line of

defence programme to further enhance

internal controls.

Reviewed Keller’s principal risks and

uncertainties.

Reviewed the risk register, updated Keller’s

top 10 risks and considered emerging risks.

Reviewed the initial assessment of going

concern, liquidity and resilience, including

scenario modelling, stress testing and

financial plans.

Received an update on the ethics and

compliance programme.

Considered scenarios aligned to the Group’s

principal risks to stress test the going concern

and viability assessment.

Received an update on progress with the

Group's risk programme covering principal

and emerging risks and assurance

frameworks to assess the effectiveness of

the system of internal control.

Received an update on the Group’s progress

in preparing to report on Provision 29.

Received an update on information assurance

and security, including cyber and wider IT

security, across the Group.

Reviewed the effectiveness of PwC’s internal

audit service.

Received an update on progress of the

second line of defence operating model

implementation.

Received an update on the ethics and

compliance programme.

Reviewed the effectiveness of the system of

internal control.

Reviewed liquidity and going concern.

Reviewed the analysis to support the viability

statement, which included scenario modelling,

stress testing and financial plans.

Received an update and monitored progress

with the project to further strengthen the

financial control framework.

Reviewed the outcome of the various

processes in place to monitor the

effectiveness of internal controls, including:

• Reports by PwC on the findings of their

internal audit reviews;

• Reports by EY detailing the findings of their

HY review and annual audit;

• The Group’s Electronic Internal Control

Questionnaire which showed conformance

with material internal controls across the

Group; and

• Written confirmation from all BUs that they

complied with relevant laws and regulations

and there have been no internal control

breakdowns.

Other focus area – Governance

Reviewed and approved the Anti-Bribery and

Anti-Fraud Policy.

Reviewed the effectiveness of the

committee, considering all the governance-

related activities carried out during the year,

in line with its terms of reference.

Approved the committee’s rolling agenda

andareas of focus for 2026.

Received an update on the reporting

themesfor the 2025 Audit and Risk

Committeereport.

Reviewed the terms of reference.

Received an update on the Group’s

pensionposition.

Approved the narrative of the 2025 Audit and

Risk Committee report and principal risks

related disclosures.

Received a report on the disclosure of

information to EY.

Received an update on governance covering

the Non-Audit Services Policy, other

committee-related policies, and Executive

Directors’ expenses for the year.

Reviewed a report on the Group’s tax position

and approved the tax strategy.

5 August – interim results 13 November – trading update

3 March –

final results

24 March –

annual financial

report

20 May –

AGM

July meeting December meeting February meeting

Other focus area – Internal audit

Received an update on the work undertaken

by PwC, including audit resource, progress

and amendments to the 2025 internal audit

plan, significant findings and audit actions, in

addition to areas of focus included in the

three-year internal audit plan.

Approved a new working model for the Risk

and Assurance function.

Received an update on the work undertaken

by PwC, including progress with the 2025

internal audit plan, significant findings and

audit actions.

Received from PwC the proposed internal

audit plan for 2026.

Approved the IA strategy, aligned with the

Global Internal Audit Standards.

Received an update on delivery of the 2025

internal audit plan, progress with the 2026

internal audit plan and approved the three-

year internal audit plan.

Received an update on actions taken to

comply with the new Global Internal Audit

Standards.

Other focus area – Financial reporting

Key focus (as above). Received an update on the Group’s

assessment of the introduction of IFRS 18

and the planned related activities for 2026.

Key focus (as above).

Significant audit risks and accounting judgements

In planning its agenda and reviewing the audit plans of the internal and external auditors, the committee has taken into account significant operational and

financial issues and risks which may have had an impact on the company’s financial statements, internal controls and/or the delivery and execution of the

company’s strategy (including changes in the nature and significance of some of the Group’s principal risks as well as emerging risks).

The committee focused on assessing whether management had made appropriate judgements and estimates in preparing the company’s financial

statements, particularly with regard to the significant issues listed below. These issues were subject to robust challenge and debate between

management, the external auditor and the committee.

The committee also reviewed detailed external auditor reports outlining work performed and any issues identified in respect of key judgements and

estimates – in the independent auditor’s report on pages 161 to 169. The committee concluded there was no significant disagreement or unresolved

issue that required referral to the Board.

Accounting for construction contracts

Significant issues considered How the committee addressed these issues

There has been no change to the revenue accounting policy approved

in 2019 and set out in the Group Finance Standard issued in 2019. The

policy has been in effect and operational throughout 2025 and we have

seen consistent application of the revenue recognition methodology

applied in the businesses and across contract types.

Significant judgements are still required to be made on contracts for

which a degree of uncertainty remains after application of the

methodology.

During the year the committee monitored revenue recorded. This

included material revenue related to contracts that were subject to

settlement agreements and variation orders. The treatment

recommended by management was in line with the approved policy

and consistent with previous practice.

The committee considered these issues at all of its meetings during the

year and, in particular, in December 2025 and February 2026 when it

agreed with management’s recommendations. The reasonableness of

the recommendations made by management was also discussed with EY.

2026 20262025 2025

continuedAudit and Risk Committee report

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Carrying value of goodwill

Significant issues considered How the committee addressed these issues

The Group tests goodwill annually, to assess whether any impairment

has been suffered. This test is carried out in accordance with the

accounting policy set out in note 2 to the financial statements. The

Group estimates the recoverable amount based on value-in-use

calculations. These calculations require the use of assumptions, the

most important being the forecast operating profits, forecast reliability

and the discount rate applied. The key assumptions used for the

value-in-use calculations are set out in note 15 to the financial

statements.

The committee considered the results of detailed impairment tests of

goodwill prepared by management at its meetings in December 2025

and February 2026. Following discussion, challenge and consultation

with EY, the committee agreed with the recommendations made by

management. No goodwill impairment charge has been recognised

thisyear.

Provisioning

Significant issues considered How the committee addressed these issues

Given the nature of the contracts undertaken by the Group, there is

aninherent risk of claims being made against one or more of the

Group’s businesses in relation to performance on specific contracts.

These claims can include risks for which the Group has external

insurancecoverage.

Recognition of liabilities for contract claims requires judgement and

coordination between different Group functions.

The committee received regular updates from the CFO and information

relating to legal and contract claims and assurance was provided by the

General Counsel and the divisional legal teams who reviewed the claims,

with provisioning being assessed with input from divisional and Group

finance. The committee challenged the assumptions made on key

contracts and ensured EY's independent audit views were taken

intoaccount.

Expected credit losses

Significant issues considered How the committee addressed these issues

The recovery of trade receivables from customers in certain

jurisdictions and circumstances can be challenging and subject to

legalprocess, leading to uncertainty over the timing of cash inflows.

Recognition of expected credit loss impairments for trade receivables

and contract assets requires judgement.

The committee received regular updates from the CFO and

information relating to expected credit losses was provided by the

divisional finance teams who reviewed the open receivables balances,

with provisioning being assessed with input from Group finance.

Details of the allowance for expected credit loss are set out in note 20

to the financial statements on page 196.

Non-underlying items

Significant issues considered How the committee addressed these issues

The disclosure of non-underlying items requires significant judgement

given that no accounting standard defines specifically what items

should or what items should not be presented as non-underlying.

The committee considered management’s presentation of non-

underlying items at its meetings in July and December 2025, and

February 2026. The reasonableness of the assumptions made by

management was discussed with EY.

The committee agreed with the recommendations made by

management.

Going concern

Significant issues considered How the committee addressed these issues

Assessing the Group’s ability to meet its obligations as they fall due in

the near term requires estimates and judgements to be made about

the likely performance of the Group. The improved financial

performance in 2025 provides a strong platform for considering the

Group's ability to continue as a going concern. However, going concern

remains a key focus for the committee and judgements and estimates

have been made on prevailing market conditions in order to complete

this assessment.

The committee considered the key assumptions, judgements and

estimates made by management in their assessment of the Group’s

ability to continue as a going concern for the period through to the end

of March 2027, a period of at least 12 months from when the financial

statements are authorised for issue, at its meetings in July and

December 2025, and February 2026. The committee reviewed stress

testing and scenario analysis linked to the company's risk assessment

and the finance plans of the Group.

Internal audit

The Keller internal audit programme is risk-based, ensuring appropriate

coverage dependent upon the size of the entity and the perceived risks

associated with that operation. The programme includes theme-based

audits to review adherence to Group policies across the organisation and

ensures frequent global coverage of treasury entities.

The programme carried out by PwC during the year consisted of 15

operational entity audits and themed audits across 11 countries, which

together represented approximately 32% of the Group’s budgeted revenue

for the year.

The committee received and considered reports from PwC which detailed

the progress against the agreed work programme and the findings. In

the majority of reviews, findings were limited to the need for formalising

maintenance of evidence of controls performed. Where more significant

control issues were identified, we reviewed the findings, discussed the

remediation plans with management and received updates on the progress

of remediating the control deficiencies. None of the control deficiencies

identified are significant in relation to the preparation of the 2025 Annual

Report and Accounts.

The audits carried out during 2025 have been performed against

updated control standards wherever they have been issued, and any

improvement actions aligned to them. The majority of control standards

are now in place and embedded across the Group, helping to improve the

control environment and enable early identification of potential control

breakdowns. Overall, progress was noticeable across business units and

wehave observed a demonstrably stronger control environment.

In light of the growing maturity of the internal audit function and the

continued growth of the business, during the year the committee approved

the plan to evolve the internal audit model to a co-sourced model, from an

outsourced one, maintaining PwC as our co-sourced partner and adding

internal qualified auditors with relevant skills that expand the breadth

and depth of the assurance team to add value across Keller's internal

audituniverse.

During the year, the committee also completed an internally facilitated

effectiveness assessment of the internal audit function. The work of the

internal audit function was rated as fully conforming. We also held regular

meetings with the Group Head of Risk and Assurance and PwC without

management being present.

External audit

The committee has primary responsibility for managing the relationship

with the external auditor and places great importance on ensuring

thereare high standards of quality and effectiveness in the provision

ofthese services.

EY was appointed by shareholders at the AGM held in May 2019, and

reappointed in subsequent years. The lead EY partner during the financial

year ended 31 December 2025 was Kevin Weston.

The committee considered the effectiveness and quality of the external

audit process and of EY as external auditor. This review included

consideration of comprehensive papers from both management and the

external auditor, and meetings with management in the absence of the

external auditor. It considered matters including: the competence of the

key senior members of the team and their understanding of the business

and its environment; the planning process; effectiveness in identifying key

risks; technical expertise displayed by the auditor over complex accounting

matters; communicating and resolving audit issues; timeliness of the audit

process; cost and communication of issues and risks to management and

the committee.

There are a number of checks and controls in place for safeguarding

the objectivity and independence of EY. These include open lines of

communication and reporting between EY and the committee and, when

presenting their ‘independence letter’, EY discuss with the committee their

internal process for ensuring independence.

The effectiveness review by the committee of the external auditor

assessed the appropriateness of the external audit plan as well as the

external auditor’s professional scepticism. In its review, the committee

paid particular attention to the mindset and culture, skills, character and

knowledge, quality control and judgement of the external audit firm in their

handling of key judgements, responsiveness to the committee and in their

commentary where appropriate on the systems of internal control. By way

of an example, the Independent auditor’s report sets out EY’s approach to

the risk of improper revenue recognition on page 164. From this review, the

committee assessed that the audit was effective and recommendations

for improvement were identified and communicated to the external auditor

where necessary.

We hold regular private meetings with the external auditor, during which we

discuss:

• How the auditor has identified and addressed potential risks to the

auditquality.

• The controls in place within the audit firm to identify risks to audit

quality.

• The level of challenge the auditor has discussed with the management

team and their confidence on the control landscape.

• Whether the auditor has met the agreed audit plan and how it has

responded to any changes that have been required.

• Feedback from key people involved in the audit.

• The content of the auditor’s management letter.

Using a variety of quantitative and qualitative criteria, the external auditor

assessed and challenged significant and complex management estimates.

Details of this activity, as well as key audit matters raised and materiality

thresholds, are detailed in the Independent auditor's report.

During the year, the committee did not ask the auditor to look at

specificareas and risks related to climate change were not included as a

key audit matter.

A detailed assessment of the amounts and relationship of audit and non-

audit fees and services is carried out each year, in line with our policy which

regulates the placing of non-audit services to EY. This should prevent any

impairment of independence and ensure compliance with the updates to

the Code and revised Auditing and Ethical Standards with regard to non-

audit fees. Any work awarded to EY, other than audit, with a value in excess

of £50,000, requires the specific pre-approval of the Board. In 2025, non-

audit-related fees paid to EY were less than 6% of the total audit fee. These

relate to the half-year report review and are considered to be permitted

services. The breakdown is available in note 6 of the accounts on page 185.

Non-audit services prohibited by the FRC’s Ethical Standard were not

provided by EY during the year, with an inconsequential exception related to

the provision of XML formatting services of financial statements to three

subsidiaries in Germany. The committee agreed that this activity did not

impact the independence of EY for the purposes of the audit. More detail

in page 161.

The external audit contract is put out to tender at least every 10 years.

Aspart of the review of the effectiveness and independence of the external

auditor, we recommend the reappointment of EY for the year ending

31December 2026.

We confirm compliance with the provisions of the Statutory Audit Services

for Large Companies Market Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee Responsibilities) Order 2014 for

the financial year under review as well as the FRC’s minimum standard for

Audit Committees and the External Audit.

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Corporate governance

The committee’s terms of reference, which were reviewed and updated

during the year, are available on our website (keller.com) and on request

from the Committee Secretary.

It is intended that the committee is comprised of at least three members,

all of whom are independent Non-executive Directors of the company

with the necessary range of relevant sector, financial and commercial

expertise to enable the committee to fulfil its terms of reference. They do

so by providing independent and robust challenge to management and

our internal and external auditors, and ensuring there are effective and high

quality controls in place and appropriate judgements are taken. The Code

requires the inclusion of one financially qualified member (as recognised by

the Consultative Committee of Accountancy Bodies) with recent financial

expertise. Currently, the Committee Chair and NED Stephen King fulfil

thisrequirement.

To support effective governance and quality reporting, each meeting

follows a set process:

• Before each meeting, the Committee Chair holds two pre-meetings to

ensure the meetings are focused on key and emerging issues. The pre-

meetings are held with the CFO and his team, and separately with the

Group Head of Risk and Assurance, the General Counsel and Company

Secretary and the Committee Secretary.

• We invite the Group Chair, the CEO, the CFO, the Group Head of Risk

and Assurance, the General Counsel and Company Secretary, the

company’s external auditor, EY, PwC in their role as co-sourced internal

auditor, and the Committee Secretary to all meetings. Senior finance

and business managers are invited to some meetings to provide insight

about specific business matters.

• All meetings are scheduled before Board meetings to enable the

Committee Chair to report to the Board and ensure an efficient and

timely reporting process.

• The Committee also has private meetings with the Group Head of Risk

and Assurance and EY at least two times a year, in line with the financial

reporting schedule, to allow open dialogue and feedback without

management being present.

In line with best practice, the committee conducted an effectiveness review

of the business covered during the year against its terms of reference.

Collectively, the committee has the competence relevant to the sector

as required by the provisions of the Code, as well as the contracting and

international skills and experience required to fully discharge its duties.

The committee is authorised by the Board to seek any information

necessary to fulfil these duties and to obtain any necessary independent

legal, accounting or other professional advice, at the company’s expense.

Risk management and internal control

The committee has a key role, as delegated by the Board, in ensuring

appropriate governance and challenge around risk management. We also set

the tone and culture within the organisation regarding risk management and

internal control, paying particular attention to emerging risks.

The committee reviewed the principal risks, the mitigating actions for

each, and the emerging risks in a volatile market environment. Whilst

acknowledging the company's growth agenda, the committee determined

that the Group had effectively managed its risk environment during 2025.

Further information on the Group’s principal risks can be found on pages

72 to 83.

The system of internal control is designed both to safeguard shareholders’

investment and the Group’s assets, and to facilitate the identification,

evaluation and management of the significant risks facing the Group.

Keyelements of the Group’s system of internal control include:

• An experienced and qualified finance function which regularly assesses

the possible financial impact of the risks facing the Group.

• Monthly dashboard packs reviewed by the Executive Committee and

the Board.

• Detailed business unit budget reviews with updates provided to the

Board.

• Regular reports to the Board on health and safety issues.

• Regular visits to operating businesses by head office and divisional

directors.

• Annual completion of internal control questionnaires by business unit

management.

• Reports to the committee by PwC on the findings of their internal audit

reviews of the controls, processes and procedures in place at each of

the Group’s in-scope units.

The Group aims to continuously strengthen its processes, with the

involvement of the committee, to ensure these processes are embedded

throughout the organisation. During 2025, we continued to support

management in their efforts to enhance the system of internal controls,

defining the following priorities and receiving updates on their progress:

• Continued development of the Group’s financial control framework and

setting of minimum control standards for all areas of financial reporting

and operational finance.

• Monitoring of the implementation of the monthly sign-off checklist at

each business to certify that accounting controls have been performed/

complied with for the month.

• Review of internal control questionnaires, to identify common areas

forimprovement as well as to address specific risks and direct

assurance efforts.

• Mapping of the Group’s control environment to assess controls

maturity across all functions within the Group.

• Successfully delivered training as required for our GRC tool across the

organisation during 2025, which will further enhance our capability

to manage, monitor and report on our internal control and risk

management environment.

Although we review the Group’s system of internal controls, any such

system can only provide reasonable and not absolute assurance against

any material misstatement or loss. The committee also reviewed and

challenged the output of management’s assurance map to assess

controlsmaturity in the context of the various programme change

initiatives underway.

Controls response plan

Ongoing projects which were part of the plan launched last year include:

Second line of defence assurance

In 2025, we made significant progress on our UK Corporate Governance

reform implementation plan. This included dry-run testing of material

controls identified and approved by the Board in December 2024, to ensure

readiness for the new Provision 29 declaration, with a focus on IT General

Controls and Financial and Non-financial Reporting controls.

We recruited a team of qualified and experienced assurance professionals,

boosting our capability in the second line of defence during 2025.

Working with senior management, they have commenced rollout of the

robust assurance programme developed and approved by the Board in

December2024.

The project plan is on track and was reviewed by the committee at every

meeting.

Project management controls through the PPM application

Following the development and deployment of the new PPM application,

adherence to the new PPM standard, and the effectiveness of the new

application developed to support it, will be reviewed across the organisation

through both the second-line review of material controls and third-line

internal audit reviews.

Finance transformation

Overseen by the committee, further good progress was made in 2025

in transitioning transactional finance activities to shared service centres

(SSCs) in APAC and EME and embedding new ways of working. The

shared services transition in APAC was completed with the shift of India

activities in December and, in EME, some 90% of planned transitions were

completed. The committee paid particular attention to risks arising from

changes in people and processes. The focus in 2026 will be on completing

residual EME transitions in the Middle East, driving process standardisation,

best practice and efficiencies in the SSCs (aligned with the global ERP

design), implementing shared services in North America and progressing

the development of finance business partnering across Keller.

Cyber, technology and data risks

The committee was reassured during the year that the cyber security

team manages the assessment of cyber threats and actions we can take

to address them. All security framework policies are reviewed and re-

approved annually. Risk assessments are performed in line with our policy

and regulatory frameworks and security policies are communicated, as

appropriate, to colleagues, stakeholders, suppliers and third parties.

Anti-bribery and anti-fraud

The committee is responsible for reviewing the Group’s procedures

for detecting fraud, and the systems and controls for preventing other

inappropriate behaviour with a financial impact. Instances of fraud or

suspected fraud are reported to the Group Head of Risk and Assurance

and the General Counsel and Company Secretary and may be reported

anonymously via the Group's independent whistleblowing channels. All

reports of suspected or actual fraud or other financial misconduct are

appropriately investigated.

During the year, the committee was kept updated on the progress and

findings of investigations and any remedial actions taken. Nothing material

to the Group was identified during the year.

continuedAudit and Risk Committee report

Looking forward

In 2026 our priorities will be:

• Regular monitoring of the assurance programme in readiness

for Provision 29 requirements, especially in the second line of

defence, which has been adequately resourced to ensure our

first line internal control environment is operating effectively and

in preparation for first-year reporting.

• Finalising the work on finance transformation in all three divisions.

• Monitoring the rollout of the PPM application and embedding of

the PPM standard, throughout the Group. This will be enabled by

the second and third-line assurance reviews.

• Monitoring the evolution of the hybrid internal audit model to

ensure it is effective.

• Reviewing and updating the Group's risk appetite and risk impact

scale, in light of the sustained improvement in Group profitability.

137Keller Group plc Annual Report and Accounts 2025136 Strategic report Governance Financial statements Additional information

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Annual statement from the Chair of the Remuneration Committee

Dear shareholder

On behalf of the committee, I would

like to share an overview of Executive

Director remuneration for the year

ended 31 December 2025.

Annette Kelleher

Chair of the Remuneration Committee

Role of the committee

The role of the committee is to determine and agree with the Board

the framework or broad policy for the remuneration of the Chair, the

Executive Directors, their direct reports and such other members of

the executive management as it is designated to consider. In addition,

the committee is responsible for determining the total individual

remuneration packages of the Chair, the Executive Directors,

the Company Secretary and other senior executives, ensuring

compliance with legal and regulatory requirements whilst enhancing

Keller’s long-term strategy.

The committee also:

• determines the measures and targets for annual bonus plan

objectives and outcomes for the Executive Directors, Executive

Committee and other senior executives;

• exercises the powers of the Board in relation to share plans,

covering all aspects of share scheme implementation, eg setting

targets, determining award levels, vesting, etc;

• sets and oversees the selection and appointment process of its

remuneration advisers;

• monitors developments in corporate governance and, particularly,

any impacts on remuneration practices; and

• reports on its activities to shareholders on an annual basis.

The Chair of the committee reports on the committee’s activities at

the Board meeting immediately following each meeting.

Committee key activities in 2025

• Monitored developments in corporate governance and market

trends, including the challenges presented by increasing

geopolitical tension, levels of inflation and the impact across our

wider workforce.

• Benchmarked and assessed the remuneration packages of the

Executive Directors and the Executive Committee.

• Approved the remuneration arrangements for Michael Speakman

when he stepped down from the Board, and for James Wroath on

his appointment.

• Determined bonus outcomes for 2025 and the vesting outcome

of the 2023–25 Performance Share Plan (PSP) awards.

• Set base salaries and established bonus arrangements for 2026

for the Executive Directors and the Executive Committee.

• Approved 2026–28 LTIP awards to Executive Directors, Executive

Committee members and other senior executives.

• Conducted a tender for remuneration advisers and appointed

Ellason.

• Reviewed its terms of reference and the effectiveness of the

committee.

Committee composition during 2025

Meeting

attendance

Annette Kelleher (Chair) 4/4

Paula Bell 4/4

Juan G. Hernández Abrams 4/4

Stephen King 3/4

Baroness Kate Rock 4/4

2025 business performance and incentive outcomes

Keller again achieved good results in 2025, sustaining the prior year’s

material uplift in performance, whilst taking proactive steps to position it

for future opportunities. Underlying operating profit increased by 3%, up

to £218.2m (2024: £212.6m). Underlying operating margin remained in

line with the prior year at 7.1% (2024: 7.1%) whilst underlying earnings per

share increased by 6%, driven by the higher underlying operating profit and

the impact of the share buyback. A strong cash flow generation also saw

a significant reduction in net debt (on an IAS 17 lender covenant basis) to

a net cash position of £59.7m (2024: net debt of £29.5m), equating to a

net debt/EBITDA ratio of (0.2)x (2024: 0.1x), outside the lower end of our

leverage target range of 0.5x –1.5x.

The targets for the 2025 annual bonus for executive management were set

by the committee in February 2025 and remained unchanged throughout

the year. When determining the bonus outcome, the committee

considered overall company performance over the period, weighing the

successful execution of the strategy and continued growth of the Group

against the wider macroeconomic environment.

The annual bonus payments for 2025 reflect the strong operational and

financial performance of the Group. Group underlying operating profit was

ahead of target and cash conversion achieved a maximum payment. There

was good progress against the corporate objectives. Overall, the annual

bonus outturn was 67% of the maximum potential.

After considering all the relevant factors for the 2025 bonus, the

committee’s view was that the outcome was fair and appropriate from both

a performance perspective and also when taking into account the wider

stakeholder experience. Therefore, no discretion was exercised.

The performance measures attaching to the PSP granted under the

company’s Long-Term Incentive Plan 2018 (LTIP) to Executive Directors in

2023 and vesting in March 2026 was the same as the previous PSP cycle.

The operating profit margin, EPS and ROCE targets were met in full during

the performance period and TSR vested at maximum. Overall, the 2023

LTIPawards will vest at 100% of maximum.

The committee carefully considered the vesting levels of the 2023 LTIP,

with additional reference to both the shareholder and wider workforce

experience. It also specifically considered share price movements and

was satisfied that there had been no inappropriate windfall gains over

theperiod.

The committee determined that the LTIP outcome fairly and

appropriately reflected performance over the three years and no

discretion was exercised. The committee also considered the impact

of the share buyback and determined that there was no impact on the

achievement ofthe targets.

Board changes

On 24 June 2025, the company announced, with sincere regret, that

Michael Speakman would step down as CEO and as a Director of Keller

with effect from 18 August 2025 in order to continue with his necessary

medical treatment. Michael remains employed by Keller on an advisory

basis. Michael’s remuneration arrangements in these circumstances were

discussed and agreed by the committee to reflect the circumstances of

his stepping down and were disclosed fully on the Keller website as well as

being set out in detail later in this report on pages 147 to 148.

Following a comprehensive search process, the Board appointed James

Wroath as CEO, effective 18 August 2025. James’s remuneration

arrangements are aligned to those of his predecessor. His salary was set

at £671,840 on appointment, his pension contribution is 7% of salary, his

maximum bonus opportunity is 150% of salary and from 2026 he will be

eligible for an LTIP award opportunity of 175% of salary. No buy-out awards

were required in relation to James’s recruitment.

2026 wider workforce

Salary increases awarded across the business for 2026 were reviewed in

conjunction with local benchmarking of in-country market median and

industry level inflation data. The committee considers the wider workforce

budgeting process and approval procedures for salary increases within

Keller annually to ensure oversight and challenge at the Group level.

2026 remuneration

James Wroath, CEO, was awarded a salary increase of 4%, in line with the

wider UK workforce. Following a review of salaries, it became apparent

the CFO David Burke’s salary was not in line with the market, especially

given his tenure in the role and his performance. Taking this into account,

the CFO’s salary was increased by 12%, to position his overall package

at a more appropriately competitive level, reflecting his sustained strong

performance and valued contribution in the role. There will be no changes

to the Executive Directors' annual bonus opportunities for 2026, nor to the

LTIP award opportunities previously agreed (of 175% and 150% of salary

for the CEO and CFO, respectively), and within our policy maximum of

200%. Executive Director pensions remain aligned with the wider workforce

rate of 7% of salary.

Year ahead: 2026 annual bonus plan and LTIP metrics

Management’s focus continues to be on driving value by focusing on, and

investing in, our key markets and the sustainability of operating profits and

enhanced margins, whilst maintaining a robust balance sheet.

For 2026, the bonus will be based 70% on underlying operating profit, 10%

on cash and 20% on a shared corporate objective. The exact details and

targets will be disclosed in the 2027 Annual remuneration report.

Since 2022 we have had four measures in our LTIP. These have supported

our strategy to date. For 2026 we will focus on three measures to support

our growth plans – ie growth in earnings, growth in margin and TSR, each

with equal weightings, and we will remove ROCE as a standalone measure

given the strong progress already made. The details and the targets

are disclosed in the Directors’ remuneration report. See page 152 for

furtherdetails.

During 2026 the committee will be undertaking a review of the

Remuneration Policy prior to submitting the policy for shareholder approval

at the 2027 AGM, the third anniversary of the current policy approval.

2026 Annual General Meeting (AGM)

We very much hope that you will support our 2025 Annual remuneration

report at the AGM in May. I will be available at the AGM to answer any

questions you may have about our work. Please also feel free to email your

questions to us in advance to secretariat@keller.com and we will respond

to them directly.

Annette Kelleher

Chair of the Remuneration Committee

Approved by the Board of Directors and authorised for issue

on 2 March 2026.

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Annual statement from the Chair of the

Remuneration Committee

Remuneration in context

The committee sets the Remuneration Policy for Executive Directors and other senior executives,

taking into account the company’s strategic objectives over both the short and the long term and

the external market.

The committee:

• addresses the need to balance risk and reward;

• monitors the variable pay arrangements to take account of risk levels,

ensuring an emphasis on long-term and sustainable performance; and

• believes that the incentive plans are appropriately managed and that

the choice of performance measures and targets does not encourage

undue risk-taking by the executives so that the long-term performance

of the business is not compromised by the pursuit of short-term value.

The plans incorporate a range of internal and external performance

metrics, measuring both operational and financial performance over

differing and overlapping performance periods, providing a rounded

assessment of overall company performance.

Linkage to all-employee pay

The committee reviews changes in remuneration arrangements in the

workforce generally as we recognise that all our people play an important

role in the success of the company. Keller is committed to creating an

inclusive working environment and to rewarding our employees throughout

the organisation in a fair manner. In making decisions on executive pay, the

committee considers wider workforce remuneration and conditions to

ensure that they are aligned on an ongoing basis.

As part of our commitment to fairness, we have a section in this report (see

ESG and sustainability, People, Planet and Principles on page 32) which sets

out more information on our wider workforce and our diversity initiatives.

Shareholder views

The committee engages proactively with the company’s major

shareholders and is committed to maintaining an open dialogue. The

committee reviews any feedback received from shareholders as a result of

the AGM process. Committee members are available to answer questions

at the AGM and throughout the rest of the year. The committee also

takes into consideration the latest views of investor bodies and their

representatives, including the Investment Association, the Pension

and Lifetime Savings Association and proxy advice agencies such as

Institutional Shareholder Services.

Remuneration principles

We strongly believe in fair and transparent reward throughout the

organisation and when making decisions on executive remuneration the

committee considers the context of wider workforce remuneration. This

section shows how the 2024 Code is embedded in our remuneration

principles and how they are cascaded throughout the organisation. The

table below and on the following page shows how the policy is aligned with

the factors set out in Provision 40 of, and how our principles and policy are

aligned with, the 2018 Code (which was in force at the time of the policy

being submitted for approval). During 2025, the committee started to

consider whether any changes would be necessary as we approach the

three-year anniversary of the policy, including aligning with the provisions

of the 2024 Code. We will make appropriate disclosures next year.

Clarity

The company’s incentives support the implementation of the

company’s strategy as measured through KPIs which are used for

the annual bonus and LTIP. This provides clarity to all stakeholders

on the relationship between the successful implementation of the

company’s strategy and the remuneration paid.

Simplicity

The policy includes the following:

• setting defined limits on the maximum awards which can be

earned;

• requiring the deferral of a substantial proportion of the

incentives in shares for a material period of time, helping

to ensure that the performance earning the award was

sustainable, and thereby discouraging short-term behaviours;

• aligning the performance conditions with the agreed strategy

of the company as well as our sustainability and net zero

carbon ambitions;

• ensuring a focus on long-term sustainable performance

through the LTIP; and

• ensuring there is sufficient flexibility to adjust payments

through malus and clawback and an overriding discretion to

depart from formulaic outcomes, especially if it appears that

the behaviours giving rise to the awards are inappropriate or

that the criteria on which the award was based do not reflect

the underlying performance of the company.

Predictability

Shareholders are given full information on the potential

valueswhich can be earned under the annual bonus and LTIP

ontheirapproval.

Proportionality

The company’s incentive plans clearly reward the successful

implementation of the strategy and our environmental ambitions,

and through deferral and measurement of performance over a

number of years ensure that the executives have a strong drive

to ensure that the performance is sustainable over the long term.

Poor performance cannot be rewarded due to the committee’s

overriding discretion to depart from the formulaic outcomes

under the incentive plans if they do not reflect underlying

businessperformance.

Alignment to culture

A key principle of the company’s culture is a focus on our

stakeholders and their experience; this is reflected directly in

the type of performance conditions used for the bonus. The

focus on long-term sustainable performance is also a key part

of the company’s culture. In addition, the measures used for the

incentive plans are measures used to determine the success of

the implementation of the strategy.

Embedding our purpose and vision in

our remuneration guiding principles How we address the requirements under Provision 40 of the 2018 Code

• Support our purpose, values and

ourwider business goals.

• Drive long-term sustainable

performance for the benefit of all our

customers, shareholders and wider

stakeholders.

• Be simple, transparent and easily

understood by internal and external

stakeholders.

• Attract, motivate and retain all our

employees with diverse backgrounds,

skills and capabilities.

Cultural alignment and proportionality

• The committee ensures that the overall reward

framework embeds our purpose and values.

• The committee reviews the executive reward

framework regularly to ensure it supports the

company’s strategy.

Simplicity, clarity and predictability

• The committee ensures the highest standards

of disclosure to our internal and external

stakeholders.

• The committee makes decisions on executive

pay in the context of all employees and the

external environment.

Proportionality and risk

• A significant proportion of remuneration is

delivered in variable pay linked to corporate

performance.

• Performance measures/targets for incentives

are objectively determined.

• Outcomes under incentive plans are based on

holistic assessment of performance.

Cultural alignment and risk

• The committee ensures that a significant

portion of reward is equity-based and

thereby linked to shareholder return.

• Executive Directors are required to build

significant personal shareholdings in the

company and this is regularly monitored by

the committee.

Clarity

• The committee ensures that the

Executive Directors are provided with

a remuneration opportunity which is

competitive against companies of a

similar size and complexity, with a strong

emphasis on the variable elements.

Our purpose: Building the foundations for a sustainable future

Alignment of the policy to the Provisions of the 2018 Code

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Contents Generation - Section Contents Generation - SectionRemuneration in context

Overview of Remuneration Policy –

How Executive Directors will be paid in 2026

Shareholders approved Keller’s Remuneration Policy at the 2024 AGM. The policy is available

on our website. An overview of our policy and how it is proposed to apply in 2026 is set out below:

Fixed pay

Annual bonus

Shareholding guideline

Performance Share Plan (PSP)

Remuneration in 2026

Salary CEO: £698,714 – 4% increase from

2025, in line with the average salary

increases of 4% awarded to UK-based

employees.

CFO: £493,875 – 12% increase from 2025, above

average salary increases of 4% awarded to

UK-based employees, to position his package at

an appropriate level that reflects his sustained

strong performance.

Pension 7% of salary – aligned with the wider workforce rate

Benefits Includes car allowance, private healthcare and life assurance and long-term disability insurance

Attract and retain

high-calibre individuals

needed to execute and

deliver on the Group’s

strategic objectives.

Rewards achievement

of short-term financial

and strategic targets.

Focus on delivering

value creation for

shareholders and

sustainable financial

performance for the

company over the

longterm.

Guideline applies in

post and extends

beyond tenure.

Post-employment: 100% of in-post guideline

(or actual shareholding if lower) in year 1 and

at least 50% in year 2

Cash element

2026 bonus metrics:

• 70% Underlying operating profit

• 10% Cash

• 20% Corporate objective

2026 PSP metrics:

• 33.33% Cumulative EPS

• 33.33% Relative TSR

• 33.33% Operating profit margin

Maximum opportunity – up to 150% of salary.

Awards subject to malus and clawback.

Maximum opportunity – up to 200% of salary.

For 2026, CEO will receive 175% of salary and

CFO will receive 150% of salary.

Awards subject to malus and clawback.

Aligned with our

refreshed strategy

Aligned with

shareholders

Aligned with

strategicKPIs

Drives quality

and sustainable

performance

25% of bonus deferred into

shares for two years

3-year performance period

In-post guideline: 200% of salary

2-year

holding period

Remuneration at a glance

Remuneration for 2025 – What Executive Directors earned during 2025

The Executive Directors (Michael Speakman and David Burke) received salary increases of 4% in 2025, in line with the salary increases to UK-based

employees of 4%. The annual base salary was set at £671,840 for the CEO role in 2025, and at £440,960 for the CFO role.

2025 annual bonus Weighting Threshold Target Max Outcome (% of max)

Underlying operating profit, £m

50% 209 220 242 67

Performance outcome: 227.3

Cash conversion

20% 80% 85% 90% 100

Performance outcome: 108%

Corporate objectives

20% Summary of objectives on page 145 21

Actual: 4.3% out of 20%

Personal objectives

10% Summary of objectives on page 145

Actual: 9% out of 10% 90

Overall 67

2023 PSP Weighting Threshold Max Outcome (% of max)

EPS

25% 330p 400p 100

Actual: 561.6p

TSR

25% Median Upper quartile 100

Actual: Top quartile

ROCE

25% 12% 18% 100

Actual: 27.3%

Operating profit margin

25% 5.5% 6.5% 100

Actual: 7.1%

Overall 100

1 At 2025 budget exchange rates before non-underlying items.

2 Cumulative over the three years 2023-2025 excluding the impact of the share buyback.

3 Three-year average ROCE for 2023–2025.

4 In respect of awards held by Michael Speakman and David Burke. James Wroath was appointed in 2025 so he does not hold a 2023 PSP award.

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Annual remuneration report

The following section provides details of how Keller’s Remuneration Policy was implemented

during the financial year ended 31 December 2025.

Single total figure of remuneration for Executive Directors (audited)

The table below sets out a single figure for the total remuneration received by each Executive Director for the financial years ended 31 December 2024

and 2025:

Executive Directors

James Wroath

Michael Speakman

David Burke

2025

£000

2024

£000

2025

£000

2024

£000

2025

£000

2024

£000

Salary 248 – 424 646 441 424

Taxable benefits

5 – 9 14 20 20

Pension benefits

17 – 30 45 31 30

Total fixed pay 270 – 463 705 492 474

Annual bonus

248 – 423 765 440 502

PSP

– – 2,333 1,826 1,277 999

Total variable pay 248 – 2,756 2,591 1,717 1,501

Total pay 518 – 3,219 3,296 2,209 1,975

1 James Wroath was appointed CEO on 18 August 2025. The 2025 figures shown relate to the period from 18 August 2025 to 31 December 2025. He was appointed on a salary of £671,840, in line with

that approved by the committee for the CEO role at the start of the 2025 financial year. The committee considers this approach to be appropriate in the context of the significant experience and proven

track record as a CEO that James brings to Keller.

2 Michael Speakman stepped down as CEO on 18 August 2025. All amounts reflect remuneration received in respect of his services as an Executive Director, except the value of his 2023 PSP which is

captured in full in the table above for clarity of reporting.

3 Taxable benefits consist of an annual car allowance of £12,000 and £18,000 for James Wroath and David Burke respectively, as well as private healthcare for both. Michael Speakman had similar taxable

benefits, with his annual car allowance being £12,000.

4 Pension benefits represent cash in lieu of pension for Michael Speakman and James Wroath. David Burke’s pension contribution is paid into a private SIPP.

5 The annual bonus represents the value of the bonus receivable in respect of the Group’s annual bonus plan for the relevant financial year. 25% of the bonus shown above will be (or, in the case of the

2024 bonus, was) deferred into Keller shares for a period of two years. Bonuses for 2025 for Michael Speakman and James Wroath are pro-rated to their date of stepping down as CEO and date of

appointment as CEO respectively.

6 For the PSP, the value shown for 2025 reflects the final vesting outcome of the 2023 PSP award with performance measured over the three-year performance period 1 January 2023 to 31 December

2025. The final vesting outcome of the 2023 PSP award was 100% of maximum. The value of the award was calculated using a three-month average closing share price to 31 December 2025 of £15.77.

See page 147 for further details. The 2023 award is expected to vest on 15 March 2026. Using the average closing share price to 31 December 2025, Michael Speakman’s 2023 PSP appreciated in value

from the date of the award by £1,136,157 to the total disclosed value of £2,333,219; David Burke’s 2023 PSP appreciated in value from the date of the award by £621,622 to the total disclosed value of

£1,276,566. The values shown in 2024 (with respect to the 2022 PSP) have been trued up to reflect the value at vesting.

Total pension entitlements (audited)

James Wroath’s and David Burke’s pension rate has been set at 7% of base salary in line with the contribution rate provided to the majority of the UK

workforce. The committee keeps the pension entitlement of the Executive Directors under review in the context of any changes in pension provision

across the Group. Michael Speakman’s pension rate had been set on similar terms.

2025 annual bonus

The 2025 annual bonus was based 70% on the achievement of stretching profitability and cash conversion targets and 30% on corporate objectives

aligned to the delivery of key strategic and operational priorities. Overall, the bonus outcome for 2025 was 67% of the maximum payout, for each

Executive Director, based on performance as set out below:

Measures

2025 measurement ranges and outcome

Bonus as % of salary

Threshold

20%

Target

50%

Maximum

100%

Performance

outcome

Executive Directors

James Wroath

Michael Speakman

David Burke

Max % Outcome % Max % Outcome % Max % Outcome %

Group underlying

operating profit, £m 209 220 242 227.3 75 50 75 50 75 50

Cash conversion 80% 85% 90% 108% 30 30 30 30 30 30

Total Group measures 105 80 105 80 105 80

Corporate objectives assessment 30 6 30 6 30 6

Personal objectives assessment 15 14 15 14 15 14

Total bonus, % of salary 150 100 150 100 150 00

Base salary earned in year £248,489 £423,351 £440,960

Bonus based on performance outcomes 100 £248,185 100 £422,833 100 £440,420

1 At 2025 budget exchange rates, before non-underlying items.

2 In August 2025, Michael Speakman stepped down and was succeeded by James Wroath, therefore their awards were prorated accordingly.

Corporate and personal objectives

Corporate objectives are measurable deliverables that are jointly shared by the Executive Directors and the Executive Committee and are focused on

supporting the delivery of Keller’s key strategic activities. The committee determined that this was an appropriate basis to incentivise management to

increase collaboration on strategic activities. The categories of the corporate objective are weighted between 5% and 15% of the bonus opportunity, with

an overall maximum opportunity of 30% of the total annual bonus opportunity for Executive Directors. The two personal objectives for each Executive

Committee member each have maximums of between 5% to 7.5% of salary. The committee retains the right to apply discretion to the overall evaluation

of the attainment of corporate and personal objectives.

Corporate objective

Opportunity

(maximum)

Actual

performance

Outcome

(% of maximum)

Group project performance 15% of opportunity Partially achieved 29%

A 35% reduction in Scope 1 emissions per £m revenue

5% of opportunity Not achieved 0%

Committee assessment of personal objectives 10% opportunity See below 90%

Discretion applied None

Final outcome 13% achieved

1 This uses the 2019 reported number as a baseline.

Objective Description

Opportunity

(% of bonus)

Outcome

(% of bonus) Assessment of performance

Collective objective – applies to all Executive Directors and Executive Committee members

Project

Performance

Management

(PPM)

Deliver the new Project Performance

Management system in line with agreed

specifications and timeline, and

successfully implement and embed it in

three US branches by year end,

supported by internal audit validation.

5% 5% The system was developed and delivered in accordance with the

approved project plan and technical specifications by autumn 2025.

Internal audit confirmed that key implementation, functional and

control requirements had been met. Implementation was

completed in six pilot US branches by 31 December 2025, above

the targeted three.

Personal objectives

Michael

Speakman

Develop and agree a refreshed set of

Group values with defined leadership

behaviours for Board approval and future

organisational rollout.

Design, agree, and implement a

consistent Group-wide talent review

framework for the Extended Leadership

Team (ExCom-2), including structure,

assessment criteria, and annual review

cadence, with full Executive Committee

participation and calibration.

5% 4% A refreshed set of Group values and associated leadership

behaviours was developed. It defines expected behaviours by

leadership level and aligns with the Group’s strategic priorities.

The values and behavioural standards were formally reviewed and

approved by the Board, providing a foundation for integration into

leadership development, performance management, and future

organisation-wide rollout.

A consistent Group-wide talent review framework for the Extended

Leadership Team was designed and agreed, including defined

assessment criteria and a structured annual review process.

Executive Committee members participated in the initial talent

review discussions and calibration sessions. The framework was

successfully piloted during the year. Full implementation across all

business units and complete integration into the annual leadership

cycle will be finalised in the next performance period.

David Burke Strengthen financial leadership capability

in North America through appointment

of a high-potential Divisional Finance

Director and implementation of a

structured succession and development

plan for key finance roles.

5% 4% A high-potential Divisional Finance Director was successfully

appointed in North America, strengthening leadership capability

within the regional finance function. A comprehensive talent review

was completed across senior finance roles, identifying key

development priorities and succession risks. Development plans

were implemented for several senior finance leaders, and targeted

capability-building actions were initiated.

James Wroath Build a strong understanding of the

business and its leadership through

meetings with key leaders, business unit

and site visits, and review of the

Executive Committee structure.

5% 4% The CEO continued to progress the implementation of the talent

review framework and undertook a comprehensive programme of

engagement with senior leaders and key personnel through

structured one-to-one meetings and business unit and site visits.

This rapidly established a clear and first-hand understanding of the

Group’s operations, leadership capability and culture.

This informed a thorough review of the Executive Committee’s

structure and role accountability, leading to targeted changes to

strengthen decision-making, leadership effectiveness, and

alignment with the Group’s strategic priorities. As a result, the

Group enters the next phase of its strategy with a more focused

leadership team and governance framework.

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2025 annual bonus outcomes

As described in the Chair’s letter, the committee considered all relevant factors when determining the level of bonus payout and concluded that the annual

bonus payments for 2025 reflect the very strong operational and financial performance of the Group. The committee’s view was that the outcome was

fair and appropriate from both a performance perspective and also taking into account the wider stakeholder experience.

2023–25 Performance Share Plan (PSP) outcomes (audited)

Based on EPS, TSR, ROCE and operating profit margin performance over the three years ended 31 December 2025, the PSP awards made in 2023 will vest

as follows:

Measures

Vesting schedule and outcome

% of award that will vest

Outcome

Vesting

%0% 25% 100%

25% weight

Cumulative EPS over three years

Below 330p 330p 400p 561.6p 25

25% weight

Keller’s relative TSR performance vs

FTSE 250

Index over three years Below median Median Upper quartile Top quartile 25

25% weight

Average ROCE over three years

1,3

Below 12% 12% 18% 27.3% 25

25% weight

Operating profit margin Below 5.5% 5.5% 6.5% 7.1% 25

Total vesting 100

1 EPS and ROCE are before non-underlying items on an IFRS 16 basis and EPS is calculated excluding the impact of the share buyback.

2 Excluding investment trusts and financial services.

3 Three-year average ROCE for 2023–25.

The committee carefully considered the vesting levels of the 2023 award, with additional reference to both the shareholder and wider workforce

experience. It also specifically considered share price movements and was satisfied that there had been no windfall gains over the period. The committee

determined that the PSP outcome fairly and appropriately reflected performance over the three years and that the share buyback had no impact on the

achievement of the targets, which may otherwise require adjustment. As a result, no discretion was exercised.

In line with the policy, the committee has the ability to exercise malus and clawback with regard to incentive awards in the event of financial misstatement,

serious reputational damage, or material misconduct in individual cases.

The committee may apply judgement and shall have discretion to make appropriate adjustments to an individual’s annual bonus or PSP awards prior to

vesting (malus) and discretion to further recover incentives paid within a period of two years following the end of the performance period (clawback).

The committee considers the timeframe over which clawback may apply to be appropriate, as it reflects the period in which the Group’s processes and

systems are likely to identify any occurrence of the key trigger events.

Scheme interests awarded in 2025 (audited) 2025–27 PSP

The three-year performance period over which performance will be measured began on 1 January 2025 and will end on 31 December 2027. Awards will

vest in March 2028, subject to meeting performance conditions. Awards were made as follows:

Executive Director Date of grant

Shares over

which awards

granted

Market price

ataward

(£)

Face value of

the award at

grant

Face value at

threshold (£)

Face value at

maximum (£) Performance period

Michael Speakman 17 March 25 85,135 13.81 175% of salary 293,929 1,175,714 1 Jan 25–31 Dec 27

David Burke 17 March 25 47, 896 13.81 150% of salary 165,361 661,444 1 Jan 25–31 Dec 27

1 The average of the daily closing price on 12, 13 and 14 March 2025 of the company’s shares on the main market of the London Stock Exchange.

Vesting of the 2025–27 Performance Awards is subject to achieving the following performance conditions:

Measures

Vesting schedule

% of award that will vest

0% 25% 100%

25% weight

Cumulative EPS over three years

Below 600p 600p 725p

25% weight

Keller’s relative TSR performance vs FTSE 250

Index over three years or higher Below median Median Upper quartile

25% weight

Average ROCE over three years

Below 23% 23% 30%

25% weight

Operating profit margin in year three Below 6.0% 6.0% 8.0%

1 EPS and ROCE are before non-underlying items on an IFRS 16 basis and EPS is calculated excluding the impact of the share buyback.

2 Excluding investment trusts and financial services.

To reflect the impact of any changes in IFRS accounting standards, the committee will consider adjusting financial targets appropriately for all subsisting

PSP awards, ensuring that they are not materially easier or harder to satisfy than the original targets. Any amended targets determined by the committee

will be disclosed to shareholders in the next Directors’ remuneration report.

Directors’ interests (audited information)

The table below sets out the beneficial interests of the Directors and their families in the share capital of the company as at 31 December 2025 (or the

date of stepping down from the Board, if earlier). None of the Directors has a beneficial interest in the shares of any other Group company. There have

been no changes in the Directors’ interests in shares since 31 December 2025 and the date of this report.

Director

Ordinary shares at

31 December 2025

Ordinary shares at

31 December 2024

James Wroath

– –

Michael Speakman

221,206 151,745

David Burke 82,430 44,348

Peter Hill CBE 53,000

53,000

Carl-Peter Forster – –

Baroness Kate Rock 2,500 2,500

Paula Bell 1,581 1,581

Juan G. Hernández Abrams – –

Annette Kelleher 1,921 –

Stephen King – –

1 James Wroath was appointed to the Board on 18 August 2025.

2 Michael Speakman stepped down from the Board on 18 August 2025.

3 Peter Hill stepped down from the Board in March 2025 and this is the number of shares he held at that time.

Payments to former Directors

There were no payments made to former Directors of the company in 2025.

Payments for loss of office

There were no payments made to Directors for the loss of office in 2025.

Arrangements for Michael Speakman

Michael Speakman stepped down as CEO and as a Director of Keller with effect from 18 August 2025 in order to continue with his necessary medical

treatment. Michael remains employed by Keller on an advisory basis. The committee approved the following arrangements, which are consistent with the

2024 Directors' Remuneration Policy:

Michael will continue to receive his current contractual salary, benefits and cash in lieu of pension for the duration of his 12-month notice period, after

which it is intended that he will move on to a new employment contract with Keller as a strategic adviser.

Michael remained eligible to receive a bonus for the financial year ending 31 December 2025 (subject to the committee's determination as to the

achievement of the applicable performance conditions). The bonus to be paid has been pro-rated by reference to the period 1 January 2025 to 18 August

2025. 25% of that bonus will be deferred into a deferred bonus award under the plan rules. Information on the payment of any annual bonus is disclosed on

page 144. Michael will not be eligible for a bonus after 31 December 2025.

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Arrangements for Michael Speakman continued

The existing deferred share bonus and performance share awards that Michael holds under the LTIP will continue in accordance with the rules of the

LTIP and the terms on which they were granted, including the normal vesting dates and, in respect of the performance share awards, the applicable

performance conditions and holding periods. Michael will not be eligible to receive any further performance share awards under the LTIP. Information

onthe vesting of the performance share awards under the LTIP will be disclosed in the relevant Directors' remuneration reports following vesting.

Michael will be required to maintain a minimum shareholding equivalent to 200% of salary until 18 August 2026 and 100% of salary until 18 August 2027,

being two years after the date he ceased to be CEO and a Director of Keller.

Michael did not receive any payment for loss of office. However, in respect of the period from 18 August to 31 December 2025, Michael received

contractual elements of fixed pay (salary and benefits) totalling £450,407 in addition to the remuneration captured in the single figure of total

remuneration table on page 144. Keller also made a contribution of £5,000 towards Michael's legal fees incurred in connection with the arrangements

relating to his stepping down as CEO and a Director of Keller.

Executive Directors’ shareholding guideline (audited information)

The table below shows the shareholding of each Executive Director against their respective shareholding guideline as at 31 December 2025.

Shares held Awards held

Shareholding

guideline

% salary/fee

Current

shareholding

% salary/fee

Owned outright

or vested

Unvested and subject to

performance conditions

Unvested without

performance conditions

Michael Speakman

221,206 339,726 33,828 200% 549%

David Burke 82,430 187,235 22,210 200% 311%

James Wroath

– – – 200% –

1 Dividend accruals are included in these numbers, totalling 13,094 shares for Michael Speakman and 7,340 shares for David Burke.

2 Deferred bonus awards.

3 Reflects closing price on 31 December 2025 of 1,666p.

4 Michael Speakman is required to maintain a minimum shareholding equivalent to 200% of salary until 18 August 2026 and 100% of salary until 18 August 2027.

5 James Wroath joined the Board in 2025 and is expected to retain 50% of vesting share awards until the guideline is met.

Supplementary information on Directors’ remuneration

Outstanding Performance Share options/awards

Details of current deferred bonus and PSP awards outstanding to the Executive Directors are detailed in the table below:

At 1 January

2025

1,2

Granted

during the

year

Vested in

year

Lapsed during

the year

Dividend

equivalents

accrued

during the

year

31 December

2025

Vesting date

Michael Speakman

15 March 2022 129,700 – 129,700 – – – 15/03/25

15 March 2023 (deferred award) 1,359 – 1,359 – – – 15/03/25

15 March 2023 142,766 – – – 5,187 147,953 15/03/26

18 March 2024 (deferred award) 18,797 – – – 682 19,479 18/03/26

18 March 2024 99,915 – – – 3,630 103,545 18/03/27

17 March 2025 (deferred award) – 13,847 – – 502 14,349 17/03/27

17 March 2025 – 85,135 – – 3,093 88,228 17/03/28

David Burke

15 March 2022 70,963 – 70,963 – – – 15/03/25

15 March 2023 (deferred award) 892 – 892 – – – 15/03/25

15 March 2023 78,111 – – – 2,838 80,949 15/03/26

18 March 2024 (deferred award) 12,341 – – – 448 12,789 18/03/26

18 March 2024 54,665 – – – 1,985 56,650 18/03/27

17 March 2025 (deferred award) – 9,092 – – 329 9,421 17/03/27

17 March 2025 – 47,896 – – 1,740 49,636 17/03/28

1 Performance share awards are measured 25% on TSR outperformance of the FTSE 250 excluding investment trusts and financial services, 25% on EPS over three years of the performance period, 25%

on ROCE, and 25% on operating margin in year three. Each performance period ends on 31 December of the third year.

2 Includes dividend equivalents added as shares since the date of grant.

CEO pay for performance comparison with TSR performance

The graph below shows the company’s performance, measured by TSR, compared with the performance of the FTSE 250 Index (excluding investment

trusts) and the FTSE All-Share Index. These indices have been selected as broad market indices, within which Keller is a constituent.

This graph shows the growth in value of a hypothetical £100 holding in Keller Group plc ordinary shares over 10 years, relative to a hypothetical £100

holding in the FTSE 250 and FTSE All-Share indices.

200

350

300

250

Keller FTSE 250 FTSE All-Share

Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2025Dec 2024

100

150

The table below details the CEO single figure of remuneration over the same period.

2016 2017 2018

2019

2020 2021 2022 2023 2024 2025

CEO single figure of remuneration (£000) 715 1,427 639 921 1,433 1,685 1,297 2,296 3,296 3,737

Annual bonus as a % of maximum opportunity 12 59 0 25 93 90 4 79 79 67

PSP vesting as a % of maximum opportunity 0 33.9 0 26.5 10.6 36.6 61.9 95.6 100 100

1 The committee exercised its discretion and applied 0% bonus in 2018.

2 The CEO single figure of remuneration has been calculated using Alain Michaelis’ emoluments for the period from 1 January 2019 to 30 September 2019 and Michael Speakman’s emoluments for the

period 1 October 2019 to 31 December 2019.

3 The CEO single figure of remuneration has been calculated using Michael Speakman’s emoluments for the period from 1 January 2025 to 18 August 2025 and James Wroath’s emoluments for the

period 18 August 2025 to 31 December 2025.

CEO pay ratio

The table below shows the comparison of the CEO’s single total figure of remuneration (STFR) to the 25th, median and 75th percentile STFR of full-time

equivalent UK employees on a Group-wide basis consistent with The Companies (Miscellaneous Reporting) Regulations 2018.

Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2019 Option A 26:1 19:1 15:1

2020 Option A 37:1 24:1 18:1

2021 Option A 43:1 30:1 22:1

2022 Option A 33:1 20:1 15:1

2023 Option A 48:1 32:1 25:1

2024 Option A 66:1 45:1 36:1

2024 (restated with actual bonuses) Option A 68:1 46:1 36:1

2025 Option A 67:1 48:1 38:1

The employees used for the purposes of this table were identified as based in the UK and on a full-time equivalent basis as at 31December2025.

Option A was chosen as it is considered to be the most accurate way of identifying the relevant employees required by The Companies (Miscellaneous

Reporting) Regulations 2018.

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Supplementary information on Directors’ remuneration continued

CEO pay ratio continued

The CEO pay ratio has been calculated to show the remuneration of the CEO, accounting for the CEO transition during the year.

Due to the timing of bonus payouts for the 2025 performance year, we have used the bonus payout for 2025 for the CEO and the bonus payouts for the

comparison population that was paid in 2025, in respect of the 2024 performance year. We will update these figures with the actual amounts paid in 2026,

in respect of the 2025 performance year, in next year’s Annual remuneration report.

The following table provides salary and total remuneration information in respect of the employees at each quartile.

Financial year Element of pay 25th percentile employee Median employee 75th percentile employee

2024 Salary £45,646 £53,297 £69,127

Total remuneration £51,671 £76,126 £97,0 04

2025 Salary £39,276 £68,004 £80,021

Total remuneration £55,463 £78,788 £98,820

The Board has confirmed that the ratio is consistent with the company’s wider policies on employee pay, reward and progression.

Director percentage change versus employee group

The table below shows how the percentage increase in each Director’s salary/fees, taxable benefits and annual bonus between 2024 and 2025 compared

with the average percentage increase in each of those components of pay for the UK-based employees of the Group as a whole. The committee has

previously monitored year-on-year changes between the movement in salary, benefits and annual bonus for the CEO between the current and previous

financial year compared with that of employees. As required under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report)

Regulations 2019, the analysis covers each Executive Director and Non-executive Director who served during 2025, over a five-year history.

% change 2024/25 % change 2023/24 % change 2022/23

% change

in salary

or fees

% change

in benefits

% change

in annual

bonus

% change

in salary

or fees

% change

in benefits

% change

in annual

bonus

% change

in salary

or fees

% change

in benefits

% change

in annual

bonus

Executive Directors

James Wroath

n/a n/a n/a n/a n/a n/a n/a n/a n/a

Michael Speakman

(34.4) (35.7) (44.7) 4.5 3.5 4.9 5.1 3.6 1,983

David Burke

4.0 2.0 (12.4) 4.5 4.2 5.0 5.2 2.3 1,978

Chair and Non-executive

Directors

Peter Hill CBE

(81.5) 0.0 0.0 7.0 0.0 0.0 5.0 0.0 0.0

Carl-Peter Forster

2,066.7 0.0 0.0 n/a n/a n/a n/a n/a n/a

Baroness Kate Rock 4.7 0.0 0.0 (2.0) 0.0 0.0 5.0 0.0 0.0

Paula Bell 4.8 0.0 0.0 6.0 0.0 0.0 5.0 0.0 0.0

Juan G. Hernández Abrams 4.7 0.0 0.0 5.0 0.0 0.0 32.3 0.0 0.0

Annette Kelleher

11.5 0.0 0.0 1,309.0 0.0 0.0 n/a n/a n/a

Stephen King

212.0 0.0 0.0 n/a n/a n/a n/a n/a n/a

Keller UK-based employees

7,8

4.0 (3.9) 7.7 5.9 13.4 48.8 6.0 15.0 27.0

% change 2021/22 % change 2020/21

% change

in salary

or fees

% change

in benefits

% change

in annual

bonus

% change

in salary

or fees

% change

in benefits

% change

in annual

bonus

Executive Directors

James Wroath

n/a n/a n/a n/a n/a n/a

Michael Speakman

2,3

3.0 1.9 (95.5) 2.0 (0.8) (1.6)

David Burke

3.0 2.0 (95.5) 364.4 300.0 332.5

Chair and Non-executive Directors

Peter Hill CBE

5.0 0.0 0.0 2.6 0.0 0.0

Carl-Peter Forster

n/a n/a n/a n/a n/a n/a

Baroness Kate Rock 2.1 0.0 0.0 1.4 0.0 0.0

Paula Bell 2.4 0.0 0.0 1.6 0.0 0.0

Juan G. Hernández Abrams n/a n/a n/a n/a n/a n/a

Annette Kelleher

n/a n/a n/a n/a n/a n/a

Stephen King

n/a n/a n/a n/a n/a n/a

Keller UK-based employees

7,8

4.5 44.6 (11.8) 5.3 22.8 23.4

1 James Wroath joined the Board on 18 August 2025.

2 The substantial increase in all measures for David Burke between 2020 and 2021 reflects a full year of employment following his start date on 12 October 2020. In both 2020 and 2021 the financial

targets relating to profitability and cash-based performance were achieved in full. The Executive Directors and the comparator group of employees are incentivised on the same financial metrics.

3 Michael Speakman stepped down from the Board on 18 August 2025.

4 Peter Hill CBE stepped down in March 2025.

5 Carl-Peter Forster joined the Board in December 2024 and was appointed Group Chair on 5 March 2025.

6 Annette Kelleher and Stephen King joined the Board in December 2023 and September 2024 respectively.

7 The comparator group comprises the population of Keller UK and Group head office employees being professional/managerial employees based in the UK and employed on more readily

comparableterms.

8 The change in components of the comparator group remuneration is on a per capita basis; the year-on-year increases reflect large percentage increases in small value benefits such as travel allowances.

Relative importance of spend on pay

The table below shows shareholder distributions (ie dividends) and total employee pay expenditure for the financial years ended 31 December 2024 and

31 December 2025, along with the percentage changes.

2025

£m

2024

£m

change

Distribution to shareholders

36.2 34.6 5

Remuneration paid to all employees

830.4 790.1 5

1 The Directors are proposing a final dividend in respect of the financial year ended 31 December 2025 of 52.1p per ordinary share.

2 Total remuneration reflects overall employee costs. See note 8 to the consolidated financial statements for further information.

Summary of implementation of the Remuneration Policy

Overall, the committee considers that the Remuneration Policy has operated as it intended during 2025, with no deviations. A summary of how the

committee intends the policy to be operated during 2026 can be found in the remaining pages of this report.

2026 base salary and benefits

The committee noted that salary increases for UK-based employees across the Group were generally around 4%, effective 1 January 2026. As explained

earlier in this report, the CEO and CFO received salary increases of 4% and 12% respectively for 2026.

Benefits for 2026 will remain broadly unchanged from prior years.

2026 pensions

Pension contributions for James Wroath and David Burke have been set at 7% of base salary in line with the rate provided to the majority of the workforce

in the UK and on a weighted average basis around Keller’s most populous locations.

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2026 annual bonus

For 2026, 80% of Executive Directors’ bonus will be based on Group financial results and 20% will be based on a shared corporate objective. The financial

performance measures will be underlying operating profit (70%), an important indicator of the company’s financial and operating performance, and a cash

target (10%), a more operational measure. Targets for each measure are challenging but realistic and have been set in the context of the business plan.

Targets will be disclosed retrospectively in the 2026 Annual remuneration report to the extent that they are no longer considered commercially sensitive.

The award opportunity will be 175% for the CEO and 150% of salary for the CFO. 25% of any bonus earned will be deferred into company shares for

two years.

2026–28 Performance Share Plan Awards (PSP)

Award opportunities will be 175% of salary for the CEO and 150% of salary for the CFO.

The 2026–28 PSP performance conditions will be assessed over three years based on the following measures: relative TSR (33.33% weight),

cumulative EPS (33.33% weight) and operating profit margin (33.33% weight). These measures strongly align potential payout under the PSP with

Keller’s strategic priorities.

Targets have been carefully assessed and the committee considers them to be appropriately stretching, given the company’s business plans, the award

opportunity, investor expectations and the challenging macroeconomic environment.

Measures

Vesting schedule

% of award that will vest

0% 25% 100%

33.33% weight – Cumulative EPS over three years

Below 660p 660p 775p

33.33% weight – Keller’s relative TSR performance vs FTSE 250

Index over three years Below median Median Upper quartile

33.33% weight – Operating profit margin in year three Below 6.5% 6.5% 8.0%

1 EPS is before non-underlying items on an IFRS 16 basis and excluding the impact of share buybacks.

2 Excluding investment trusts and financial services.

Chair and Non-executive Director fees

Fees for the Non-executive Directors were reviewed with effect from 1 January 2026. The base fee was increased by 4%, in line with the average salary

increase for the wider workforce. Additional fees for chairing a committee and for the Senior Independent Director were increased to £14,000 and £10,000

respectively to better reflect the time commitment of the roles. The role of designated NED for workforce engagement was increased from £5,750 to

£10,000 and the fee for intercontinental travel remains unchanged at £11,500. The Chair’s fee was increased by 4% from 1 January 2026.

Single total figure of remuneration for Non-executive Directors (audited information)

The table below sets out a single figure for the total remuneration received by each Non-executive Director for the year ended 31 December 2025 and

the prior year:

Non-executive Director

2025

2024

Peter Hill CBE

43,590 235,000

Carl-Peter Forster

265,000 12,231

Paula Bell

74,900 71,500

Baroness Kate Rock

80,650 77,0 00

Juan G. Hernández Abrams

86,400 82,500

Annette Kelleher

74,900 67,188

Stephen King 62,400 20,000

Total fees 687,840 565,419

1 Peter Hill CBE stepped down on 4 March 2025.

2 Carl-Peter Forster was appointed Group Chair on 5 March 2025.

3 Paula Bell received additional fees of £12,500 as Chair of the Audit and Risk Committee.

4 Baroness Kate Rock received additional fees of £12,500 as Senior Independent Director and £5,750 as designated NED for workforce engagement.

5 Juan G. Hernández Abrams received additional fees of £12,500 as Chair of the Sustainability Committee and £11,500 for intercontinental travel.

6 Annette Kelleher received additional fees of £12,500 as Chair of the Remuneration Committee.

Letters of appointment

The Non-executive Directors all have letters of appointment and are subject to annual re-election by shareholders at the AGM. All appointments are for

an initial three-year period, and thereafter subject to review by the Nomination and Governance Committee, unless terminated by either party on three

months’ notice. There are no provisions for compensation payable in the event of early termination.

Non-executive Director Appointment date Renewal date(s) Renewal due

Paula Bell 1 September 2018 1 September 2021 and 1 September 2024 n/a

Carl-Peter Forster 16 December 2024 n/a 16 December 2027

Juan G. Hernández Abrams 1 February 2022 1 February 2025 1 February 2028

Annette Kelleher 1 December 2023 n/a 1 December 2026

Stephen King 1 September 2024 n/a 1 September 2027

Baroness Kate Rock 1 September 2018 1 September 2021 and 1 September 2024 n/a

Statement of shareholder voting

The following table sets out the results of the vote on the Remuneration report at the 2025 AGM and the Remuneration Policy at the 2024 AGM:

Votes for Votes against

Votes cast

Number

Votes withheld

NumberNumber % Number %

Remuneration report 50,823,258 99.05 485,870 0.95 51,309,128 203,232

Remuneration Policy 51,360,080 95.11 2,639,884 4.89 53,999,964 77,450

Consideration by the Directors of matters relating to Directors’ remuneration

The following Directors were members of the Remuneration Committee when matters relating to the Directors’ remuneration for 2025 and 2026 were

considered:

• Annette Kelleher

• Paula Bell

• Juan G. Hernández Abrams

• Stephen King

• Baroness Kate Rock

During the year, the committee received assistance from the Committee Secretary, the Chief People Officer and the Group Reward Consultant on salary

increases, bonus awards, share plan awards and vesting, and policy and governance matters. The Chief Financial Officer presented information with

regard to 2025 financial performance and 2026 budget and the three-year plan for 2026–28. In determining the Executive Directors’ remuneration for

2025 and 2026, the committee consulted the Chair and the CEO about its proposals, except (in the case of the CEO) in relation to his own remuneration.

NoDirector was involved in determining their own remuneration.

No member of the committee has any personal financial interest (other than as a shareholder), conflict of interest arising from cross-directorships or day-

to-day involvement in running the business. Given their diverse backgrounds, the Board believes that the members of the committee are able to offer an

informed and balanced view on executive remuneration issues.

Corporate governance

The committee’s terms of reference, which were reviewed during the year, are available on the Group’s website (keller.com) and on request from the

Committee Secretary.

The committee conducted an effectiveness review of the business covered during the year against its terms of reference.

External advisers

During the year, the committee received advice from Deloitte and Ellason, independent firms of remuneration consultants appointed by the committee

after consultation with the Board. Ellason succeeded Deloitte in July 2025 following a competitive tender process. I would like to thank Deloitte for their

strong support over a number of years. The committee is satisfied that both Deloitte and Ellason are and remain independent of the company and that

the advice provided is impartial and objective. Both firms are signatories to the Remuneration Consultants Group Code of Conduct.

Deloitte’s total fees for the provision of remuneration services to the committee until June 2025 were £11,500. Ellason’s total fees for the provision of

remuneration services to the committee from July 2025 were £42,705. Fees are charged on the basis of time and materials.

Annette Kelleher

Chair of the Remuneration Committee

Approved by the Board of Directors and authorised for issue on 2 March 2026.

continuedAnnual remuneration report

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Keller’s continued commitment to sustainable business activities was

progressed during the year.

I am pleased with the level of engagement demonstrated by senior

management and employees from across the Group throughout the year,

to drive Keller’s sustainability strategy and initiatives at operational level.

Our organisational and reporting structure for climate governance,

and how it fits within our governance framework, is set out in the TCFD

statement from page 84 onwards.

Carbon reduction targets

As a core part of our sustainability strategy, we have set out clear targets

and action plans for our journey to net zero.

Alongside monitoring Scope 1 emissions per £m revenue throughout

the year, which unfortunately increased, individual business units were

encouraged to develop Scope 1 reduction initiatives for case study sites.

This empowered local management to operationalise innovative ideas for

carbon reduction, whilst maintaining commercial viability for our clients, all

within the backdrop of Keller’s strong financial performance. A number of

these case studies were presented to this committee, to provide insight

into the practicalities of embedding sustainability in site operations.

Examples of these case studies can be found in the Planet section of the

Annual Report and Accounts starting on page 48.

We have continued to monitor the successful progress made against our

Scope 2 emissions reduction target, which, through the acquisition of

green energy sources across almost all business units and the installation

of solar panels in key office locations, we managed to reduce in line with

our target. The committee is confident that Keller has the plans in place to

tackle Scope 2 emissions, allowing valuable resources to be used on our

more impactful scope targets.

Scope 3 represents the largest percentage of emissions factors for

Keller due to the inherent carbon intensity of our supply chains. We were

therefore encouraged to see the first Group-wide estimate of our Scope

3 material emissions this year, a task that required significant work from

every business unit in Keller. This is an instrumental step in mapping out our

decarbonisation strategy.

Multiple initiatives are under way to quantify and reduce Scope 3 emissions,

with a focus on cement and steel emissions. The new ERP system, when

available, will be designed to have the capability to capture the necessary

data for measuring Scope 3 emissions.

There is much to do to achieve these goals, but the short, medium and

long-term actions required to achieve these goals are already in progress.

TCFD reporting

TCFD helps highlight the climate-related risks and opportunities for Keller.

The committee continued to review the strategic responses to these

impacts, as well as pushing for improved reporting and compliance.

Our Scope 3 emissions data continues to be a core focus of our oversight.

It is encouraging to see the first estimate of our Scope 3 material emissions

coming from the business this year. We continued to highlight the value in

this data collection, which meant we have now achieved full compliance

with TCFD. See page 84 for our TCFD statement.

CSRD reporting

The committee continued to assess the development of CSRD

requirements and their impact on Keller’s reporting landscape. Whilst

the EU omnibus legislation has provided us with more time to prepare

for compliance, significant progress has been made in gap analysis and

datacollation.

Our culture of employee engagement

Keller’s culture is upheld by our Code of Business Conduct, which centres

around our inclusive values. A key part of this is ensuring that all our

employees from across the globe are valued and understood, and remain

committed and engaged in the work we do. In order to achieve this, the

committee oversees work to continually assess who our key stakeholders

are, and understand their views in an attempt to learn from them.

The theme of engagement from our workforce has been a cornerstone

during the development and subsequent rollout of the People Strategy

across the Group by the Chief People Officer and his team. The People

Strategy focuses on the development of our leadership, culture,

people structures and supporting infrastructure. The strategy is being

implemented over the coming years.

Corporate governance

The remit of the committee is set out in its terms of reference which are

reviewed annually and are available on the Group’s website (keller.com) and

on request from the Committee Secretary.

Looking forward

Our priorities for 2026 will revolve around:

• Ensuring the evolution and delivery of the sustainability strategy.

• Supporting the company in its progress towards net zero.

• Continuing to embed climate and social risks and opportunities in our

overall strategy.

• Continuing to engage employees on sustainability matters and

delivering our second global Sustainability Week.

• Ensuring we have the appropriate systems in place to collect the data

required to report against TCFD, CSRD and wider requirements.

• Horizon scanning on environmental and wider sustainability matters.

I will again attend the AGM this year and very much look forward to meeting

shareholders in person to discuss the committee’s report. Shareholders

are in any case encouraged to email their questions in advance to the

Committee Secretary at secretariat@keller.com and we will respond to

them directly.

Juan G. Hernández Abrams

Chair of the Sustainability Committee

Approved by the Board of Directors and authorised for issue

on 2 March 2026.

Sustainability Committee report

Dear shareholder

On behalf of the Board, I present the

report of the Sustainability Committee

for the year ended 31December 2025.

Juan G. Hernández Abrams

Chair of the Sustainability Committee and

designated Director for ESG and sustainability matters

Role of the committee

The role of the committee is to assist the Board of Directors in

fulfilling its oversight responsibilities in relation to sustainability

matters arising out of the activities of the Group.

Committee activities in 2025

The committee’s main focus during the year has been the

development and approval of a sustainability strategy, ensuring it

is embedded as an enabler in the enhanced corporate strategy.

In addition, the committee:

• Oversaw the development of key performance indicators to

monitor Keller’s People Strategy.

• Oversaw the collection of Scope 3 emissions costing data to

estimate a baseline against which future performance can be

monitored.

• Monitored progress against TCFD disclosures as well as

preparations for CSRD reporting.

• Supported the Board in continued monitoring progress in

respect of targets to reduce Scope 1 and 2 emissions.

• Monitored progress against the year’s environmental objectives.

Further detail on the committee’s activities can be found in the

ESG and sustainability, Planet and Principles sections of the

Annual Report and Accounts, on pages 32 to 59.

Committee composition during 2025

Meeting

attendance

Juan G. Hernández Abrams (Chair) 3/3

Paula Bell 3/3

Annette Kelleher 3/3

Stephen King 3/3

Baroness Kate Rock 3/3

I am pleased with the level of engagement

demonstrated by senior management

and employees from across the Group

throughout the year to drive Keller's

sustainability strategy."

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Directors and their interests

The names of all persons who, at any time during the year, were Directors

of the company can be found on pages 110 and 111. The interests of the

Directors holding office at the end of the year in the issued ordinary share

capital of the company and any interests in its Performance Share Plan are

given in the Directors’ remuneration report on pages 147 and 148.

No Director had a material interest in any significant contract, other than a

service contract or a contract for services, with the company or any of its

operating companies during the year.

The company’s Articles of Association indemnify the Directors out of the

assets of the company in the event that they suffer any loss or liability in the

execution of their duties as Directors, subject to the provisions of the 2006

Act. The company maintains insurance for Directors and Officers in respect

of liabilities which could arise in the discharge of their duties. The company

has also entered into qualifying third-party indemnity arrangements for

the benefit of all its Directors in a form and scope which complies with the

requirements of the 2006 Act. These indemnities were in force throughout

the year and up to the date of this Annual Report and Accounts.

Powers of the Directors

The business of the company is overseen by the Board, which may

exercise all the powers of the company subject to the provisions of

the company’s Articles of Association, the 2006 Act and any ordinary

resolution of the company. Specific treatment of Directors’ powers

regarding allotment and repurchase of shares is provided under separate

headings in the following pages.

Amendment of the company’s Articles of Association

Any amendments to the company’s Articles of Association may be made in

accordance with the provisions of the 2006 Act by way of special resolution.

The company’s Articles of Association were last amended in May 2017.

Appointment and replacement of Directors

Directors shall be no fewer than two and no more than 12 in number.

Subject to applicable law, a Director may be appointed by an ordinary

resolution of shareholders in a general meeting following nomination by

the Board or a member (or members) entitled to vote at such a meeting, or

following retirement by rotation if the Director chooses to seek re-election

at a general meeting. In addition, the Directors may appoint a Director to fill

a vacancy or as an additional Director, provided that the individual retires at

the next AGM. A Director may be removed by the company as provided for

by applicable law, in certain circumstances set out in the company’s Articles

of Association (for example bankruptcy, or resignation), or by a special

resolution of the company. All Directors stand for re-election on an annual

basis, in line with the recommendations of the Code.

Employees

The Group employed approximately 10,000 people at the end of the year.

Employment policy

The Group gives full and fair consideration to applications for employment

made by disabled persons, having regard for their respective aptitudes and

abilities. The policy includes, where practicable, the continued employment

of those who become disabled during their employment and the provision

of training and career development and promotion, where appropriate.

Information on the Group’s approach to employee involvement, equal

opportunities and health, safety and the environment can be found in the

Planet and People sections of this report on pages 34 to 55.

Section 172 statement

During the financial year, the Directors have considered the needs of the

company’s stakeholders as part of their decision-making process. Details

are set out in our section 172 statement on pages 120 to 123.

Political donations

No political donations were made during the year. Keller has an established

policy of not making donations to any political party, representative or

candidate in any part of the world.

Greenhouse gas emissions

Information relating to the greenhouse gas emissions of the company is

set out on page 37 and is incorporated by reference into this report.

Research and development

The Group continues to have in-house design, development and

manufacturing facilities, where employees work closely with site engineers

to develop new and more effective methods of solving problems of ground

conditions and behaviour. Most of the specialised ground improvement

equipment used in the business is designed and built in-house and, where

applicable, the development costs are included in the cost of the equipment.

Share capital

Details of the share capital, together with details of the movements in the

company’s issued share capital during the year, are shown in note 28 to the

consolidated financial statements. The company has one class of ordinary

shares which is listed on the London Stock Exchange (ordinary shares).

Ordinary shares carry no right to a fixed income and each ordinary share

carries the right to one vote at general meetings of the company.

There are no specific restrictions on the size of a shareholding, nor on the

transfer of shares, which are both governed by the Articles of Association

and the prevailing law. The Directors are not aware of any agreements

between shareholders that may result in restrictions on voting rights and

the transfer of securities. No person has any special rights of control over

the company’s share capital and all issued shares are fully paid.

Details of employee share plans are set out in note 32 to the consolidated

financial statements. Treasury shares and shares held by the Keller Group

plc Employee Benefit Trust are not voted.

Repurchase of shares

The company obtained shareholder authority at the last AGM (14May2025)

to buy back up to 7,297,658 shares. The authority remains outstanding

until the conclusion of the 2026 AGM but could be varied or withdrawn by

agreement of shareholders at an intervening general meeting. The minimum

price which must be paid for each ordinary share is its nominal value and the

maximum price is the higher of an amount equal to not more than 5% above

the average of the middle market quotations for an ordinary share, as derived

from the London Stock Exchange Daily Official List for the five business

days immediately before the purchase is made, and an amount equal to the

higher of the price of the last independent trade of an ordinary share and the

highest current independent bid for an ordinary share on the trading venue

where the purchase is carried out.

On 31 March 2025, the company announced the launch of an initial £25m

tranche of a multi-year share buyback programme, which completed on 29

May 2025 returning approximately £25m (excluding any associated costs and

stamp duty) of capital to shareholders. Over the course of the initial tranche

of the share buyback programme, the Group acquired a total of 1,694,970

ordinary shares of 10p each at an average price of 1,473.77p.

On 29 September 2025, the company announced the launch of a second

£25m tranche of the multi-year share buyback programme which is

still ongoing, having so far returned approximately £19m (excluding any

associated costs and stamp duty) of capital to shareholders. So far, over

the course of the second tranche of the share buyback programme, the

Group acquired a total of 1,202,610 ordinary shares of 10p each at an

average price of 1,583p.

These tranches of the multi-year share buyback programme were

undertaken by the company using the authority to purchase its own

sharesas approved by shareholders at the 2024 and 2025 AGMs.

Results and dividends

The results for the year, showing an underlying profit before taxation of

£197.3m (2024: £191.4m), are set out on pages 170 to 226. Statutory profit

before tax was £186.4m (2024: £183.9m). The Directors recommend a final

dividend of 52.1p per share to be paid on 26 June 2026, to members on

the register at the close of business on 29 May 2026. An interim dividend of

18.3p per share was paid on 12 September 2025. The total dividend for the

year of 70.4p (2024: 49.7p) will amount to £48.8m (2024:£35.3m).

Going concern and viability statements

Information relating to the going concern and viability statements is set

outon page 75 of the Strategic report and is incorporated by reference

intothis report.

Financial instruments

Full details can be found in note 26 to the financial statements and in the

Chief Financial Officer’s review.

Post balance sheet events

Please see page 212 for post balance sheet events.

Change of control

The Group’s main banking facilities contain provisions that, upon 15 days’

notice being given to the Group, lenders may exercise their discretion to

require immediate repayment of the loans on a change of control and

cancel all commitments under the agreement.

Certain other commercial agreements, entered into in the normal

course of business, include change of control provisions. There are no

agreements providing for compensation for the Directors or employees

on a change of control.

Transactions with related parties

Apart from transactions between the company, its subsidiaries and joint

operations, which are related parties, there have been no related party

transactions during the year.

Directors’ report

The Directors present their report

together with the audited consolidated

financial statements for the year ended

31 December 2025.

Catherine Shuttleworth

Company Secretary

This report is required to be produced

by law. The Disclosure Guidance and

Transparency Rules and the Listing Rules

also require us to make certain disclosures.

The Corporate governance statement,

including the Audit and Risk Committee

report, forms part of this Directors’

report and is incorporated by reference.

Disclosures elsewhere in the Annual Report

and Accounts are cross-referenced where

appropriate. Taken together, the Strategic

report on pages 1 to 104 and this Directors’

report fulfil the requirement of Disclosure

Guidance and Transparency Rule 4.1.5R to

provide a Management report.

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Allotment of shares and pre-emption disapplication

Shareholder authority was given at the 2025 AGM for the Directors to

allot new shares (i) up to an aggregate nominal amount of £2,432,533,

approximately equivalent to one-third of the company’s issued share

capital (excluding treasury shares) as at 4 March 2025 and (ii) in connection

with a rights issue, a further aggregate nominal amount of £2,435,533,

approximately equivalent to an additional one-third of the company’s

issued share capital (excluding treasury shares) as at 4 March 2025.

Shareholder authority was also granted to disapply pre-emption rights:

(i) up to an aggregate nominal amount of £729,766, representing

approximately 10% of the company’s issued share capital as at 28 February

2025, on an unrestricted basis and (ii) up to a further aggregate nominal

amount of £729,766, representing approximately a further 10% of the

company’s issued share capital for use in connection with an acquisition

or specified capital investment announced either contemporaneously

with the issue, or which has taken place in the preceding 12-month period

and is disclosed in the announcement of the issue and (iii) in the case of

both (i) or (ii), up to an additional 2% in connection with a follow-on offer

toretailinvestors or existing investors not allocated shares in the offer.

The Directors have not used, and have no current plans to use,

theseauthorities.

Auditor

The Board, upon the recommendation of the Audit and Risk Committee,

has decided that Ernst & Young LLP (EY) will be proposed as the Group’s

auditor for the year ending 31 December 2026 and a resolution to

reappoint EY will be put to shareholders at the 2026 AGM.

AGM

The full details of the 2026 AGM, which will take place on 20 May 2026,

are set out in the Notice of Meeting, together with the full wording of the

resolutions to be tabled at the meeting.

Substantial shareholdings

As at 31 December 2025, the following shareholders had notified

an interest in the issued share capital of the company in accordance

with chapter 5 of the Disclosure Guidance and Transparency Rules.

No notifications have been received in the period 1 January 2026 to

2March2026.

The Directors are responsible for preparing the Annual Report and the

Group and company financial statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare Group and company

financial statements for each financial year. Under that law they have

elected to prepare the Group financial statements in accordance with

UK-adopted International Accounting Standards in conformity with the

requirements of the Companies Act 2006, and the parent company

financial statements in accordance with UK Accounting Standards,

including FRS 101 Reduced Disclosure Framework.

Under company law the Directors must not approve the financial

statements unless they are satisfied that they give a true and fair view

of the state of affairs of the Group and company and of their profit or loss

for that period. In preparing each of the Group and company financial

statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• for the Group financial statements, state whether they have been

prepared in accordance with UK-adopted International Accounting

Standards in conformity with the requirements of the Companies

Act2006;

• for the company financial statements, state whether the applicable

UK Accounting Standards have been followed, subject to any

material departures disclosed and explained in the company financial

statements;

• assess the Group and company’s ability to continue as a going concern,

disclosing, as applicable, matters relating to going concern; and

• use the going concern basis of accounting unless they either intend to

liquidate the Group or the company or to cease operations, or have no

realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records

that are sufficient to show and explain the company’s transactions and

disclose with reasonable accuracy at any time the financial position of

the company and enable them to ensure that its financial statements

comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps

as are reasonably open to them to safeguard the assets of the Group

and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for

preparing a Strategic report, a Directors’ report, a Directors’ remuneration

report and a Corporate governance statement that comply with that law

and those regulations.

The Directors are responsible for the maintenance and integrity of the

corporate and financial information included on the company’s website.

Legislation in the UK governing the preparation and dissemination of

financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect

ofthe Annual Report and the financial statements

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the applicable

set of accounting standards, give a true and fair view of the assets,

liabilities, financial position and profit or loss of the company and the

undertakings included in the consolidation as a whole; and

• the Strategic report and the Directors’ report, including content

contained by reference, includes a fair review of the development

and performance of the business and the position and performance

of the company and the undertakings included in the consolidation

taken as a whole, together with a description of the principal risks and

uncertainties that they face.

The Board confirms that the Annual Report and the financial statements,

taken as a whole, are fair, balanced and understandable and provide the

information necessary for shareholders to assess the Group’s position and

performance, business model and strategy.

The Strategic report (pages 1 to 104) and the Directors’ report (pages 156

to 158) have been approved by the Board of Directors and authorised for

issue on the date shown below.

Catherine Shuttleworth

Company Secretary

2 March 2026

Registered office: 2 Kingdom Street, London W2 6BD

Registered in England No. 2442580

continuedDirectors’ report Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements

Ordinary shares

Date of change in

interest notified

Number of

ordinary shares

Percentage of

total voting rights

FIL Limited 13 May 2025 7,145,181 9.92

Old Mutual plc 10 April 2014 4,242,670 5.96

JP Morgan Asset Management Holdings Inc. 10 June 2024 3,680,048 5.04

Allan & Gill Gray Foundation 3 November 2025 3,572,229 5.03

Dimensional Fund AdvisorsLP 14 July 2025 3,567,147 5.00

Schroders plc 22 March 2024 3,634,008 4.99

Perpetual Limited 8 March 2024 3,633,898 4.99

Franklin Templeton Institutional, LLC 7 May 2015 3,557,757 4.96

Aberforth Partners LLP 12 April 2022 3,597,495 4.94

Artemis Investment Management LLP 22 May 2018 3,561,152 4.94

Standard Life Aberdeen plc 11 April 2019 3,443,366 4.78

Baillie Gifford & Co 19 January 2021 3, 327,404 4.60

Source: TR1 notifications made by shareholders to the company.

Disclaimer

The purpose of this Annual Report and Accounts is to provide information

to the members of the company, as a body, and no other persons.

The company, its Directors and employees, agents or advisers do not

accept or assume responsibility to any other person to whom this

document is shown or into whose hands it may come and any such

responsibility or liability is expressly disclaimed.

The Annual Report and Accounts contains certain forward-looking

statements with respect to the operations, performance and financial

condition of the Group. By their nature, these statements involve

uncertainty since future events and circumstances can cause results and

developments to differ materially from those anticipated. The forward-

looking statements reflect knowledge and information available at the

date of preparation of this Annual Report and Accounts and the company

undertakes no obligation to update these forward-looking statements.

Nothing in this Annual Report and Accounts should be construed as a

profitforecast.

Other information

The Directors who held office at the date of approval of this Directors’

report confirm that, in accordance with the provisions of section 418 of

the 2006 Act, so far as they are each aware, there is no relevant audit

information of which the company’s auditor is unaware; and each Director

has taken all the steps that he or she ought to have taken as a Director to

make him or herself aware of any relevant audit information and to establish

that the company’s auditor is aware of that information.

Catherine Shuttleworth

Company Secretary

Approved by the Board of Directors and authorised for issue

on 2 March 2026.

Registered office: 2 Kingdom Street, London W2 6BD

Registered in England No. 2442580

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Opinion

In our opinion:

• Keller Group plc’s Group financial statements and parent company financial statements (the ‘financial statements’) give a true and fair view of the

state of the Group’s and of the parent company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

We have audited the financial statements of Keller Group plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year ended 31 December

2025 which comprise:

Group Parent company

Consolidated balance sheet as at 31 December 2025 Company Balance sheet as at 31 December 2025

Consolidated income statement for the year then ended

31 December 2025

Company Statement of changes in equity for the year

then ended 31 December 2025

Consolidated statement of comprehensive income for the year then ended

31 December 2025

Notes 1 to 10 to the financial statements including

material accounting policy information

Consolidated statement of changes in equity for the year then ended

31 December 2025

Consolidated cash flow statement for the year then ended 31 December 2025

Notes 1 to 35 to the financial statements, including material accounting policy

information

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted

internationalaccounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial

statements is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally

Accepted AccountingPractice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of Keller Group plc in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

Non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company, with the following inconsequential

exceptions and we remain independent of the group and the parent company in conducting the audit. This exception related to the provision of XML

formatting services of the local audited statutory financial statements for the years ending 31 December 2019, 31 December 2020, 31 December 2021,

31 December 2022, 31 December 2023 and 31 December 2024 to three immaterial subsidiaries in Germany.

For audit periods covering 31 December 2019 to 31 December 2024, we note this is a breach under FRC ES 2019, as the service is not permitted under

paragraph 5.40 of FRC ES 2019.

The service was performed by EY Germany with a total fee across all three subsidiaries and the six years of service delivery of less than £23k. We

considered that the provision of the service did not create a self-review threat as the prohibited service could only be delivered once the audit has been

completed and there was therefore no risk of self-review. Appropriate mitigation also existed as the individuals who performed the prohibited services

were not part of the audit engagement team. We informed the Audit and Risk Committee of the inadvertent breach in February 2026. We considered this

to be a minor breach of the FRC’s Ethical Standard and we consider that an objective, reasonable and informed third party would not conclude that our

independence was impaired, and we remain independent of Keller Group plc in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial

statements is appropriate. Our evaluation of the Directors’ assessment of the Group and parent company’s ability to continue to adopt the going concern

basis of accounting included:

• In conjunction with our walkthrough of the Group’s financial statement close process, we confirmed our understanding of management’s going

concern assessment process and engaged with management early to ensure key factors were considered in their assessment, including the evaluation

of the current economic environment impacting the Group and our own independent assessment of risk. This included macroeconomic factors such

as uncertainty over future interest rates, the price of steel and continued inflationary pressure over the cost of material, energy and labour, as well as

geopolitical factors such as the impact of international tariffs.

• We obtained management’s Board-approved forecast cash flows and covenant calculation covering the period of assessment from the date of

signing to 31 March 2027. As part of this assessment, the Group has modelled a number of adverse scenarios in their cash forecasts and covenant

calculations in order to incorporate unexpected changes to the forecasted liquidity of the Group.

Independent auditor’s report to the members of Keller Group plc

Financial

statements

161 Independent auditor’s report

170 Consolidated income statement

171 Consolidated statement of comprehensive income

172 Consolidated balance sheet

173 Consolidated statement of changes in equity

174 Consolidated cash flow statement

175 Notes to the consolidated financial statements

213 Company balance sheet

214 Company statement of changes in equity

215 Notes to the company financial statements

Additional information

222 Adjusted performance measures

226 Financial record

227 Shareholder information

228 Cautionary statement

161Strategic report Governance Financial statements Additional informationKeller Group plc Annual Report and Accounts 2025160

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Financial statements Independent auditor’s report

We then identified three components as individually relevant to the Group due to materiality or financial size of the components relative to the Group.

These were the operating businesses in the United States of America, Australia and the parent company, Keller Group plc. We then identified an

additional seven components as individually relevant to the Group based on the materiality of specific accounts relative to the Group or due to the

presence of significant events and conditions underlying the identified risks of material misstatement of the Group’s financial statements. These

comprised a number of the Group’s key operating businesses across the Asia-Pacific (APAC) and Europe and Middle East (EME) divisions and the

Group’s captive insurance company.

For those individually relevant components, we identified the significant accounts where audit work needed to be performed at these components by

applying professional judgement, having considered the Group significant accounts on which centralised procedures will be performed, the reasons for

identifying the financial reporting component as an individually relevant component and the size of the component’s account balance relative to the Group

significant financial statement account balance.

We then considered whether the remaining Group significant account balances not yet subject to audit procedures, in aggregate, could give rise to a risk of

material misstatement of the Group financial statements. We selected six further components of the Group to include in our audit scope to address these

risks which consisted of holding companies, the Canada trading business, and smaller businesses across the EME division.

Of the sixteen components selected, we designed and performed audit procedures on the entire financial information of three components (‘full scope

components’). For eleven components, we designed and performed audit procedures on specific significant financial statement account balances or

disclosures of the financial information of the component (‘specific scope components’). For the remaining two components, we performed specified

audit procedures to obtain evidence for one or more relevant assertions.

Our scoping to address the risk of material misstatement for each key audit matter is set out in the key audit matters section of our report.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by us, as

the Group engagement team, or by component auditors operating under our instruction.

In addressing the appropriateness of oversight arrangements for component teams, the Group engagement team executed an oversight strategy

consisting of physical and virtual site visits for in-scope components, the latter being enabled through the use of video conferencing. The Group

engagement team (including the Senior Statutory Auditor) visited the principal operating business in the United States of America (North America) and

Australia (APAC) during the planning/interim phase of the audit which involved discussing the audit approach with the component team and any issues

arising from their work, meetings with local and divisional management to discuss key accounting judgements on revenue and provisions, conducting

contract site visits, and reviewing key audit working papers in the high-risk areas. In addition to the visits to North America and Australia, executives from

the Group engagement team also visited the newly established Shared Service Centre in Kuala Lumpur, Malaysia. During these visits, the team reviewed

component key audit working papers in the high-risk areas, discussed the audit approach with the component team and addressed relevant audit matters

arising from the procedures performed.

The virtual site visits, which occurred throughout the key audit periods, involved the Group engagement team meeting with our component teams

to discuss and direct their audit approach, reviewing key working papers and understanding the significant audit findings in response to the risk areas

including revenue recognition and areas of judgement and estimation such as contract liabilities and provisions for legal claims (including insured liabilities).

We also attended virtual meetings with local management, obtaining updates on reported financial performance and significant risk areas for the audit,

including the anticipated business outlook during the going concern period.

The Group engagement team interacted regularly with the component teams, during various stages of the audit, reviewed key working papers and were

responsible for the scope and direction of the audit process. This, together with the additional procedures performed at Group level, gave us appropriate

evidence for our opinion on the Group financial statements.

Climate change

Stakeholders are increasingly interested in how climate change will impact Keller Group plc. The Group has assessed the principal risks and impact of

climate change for the business in relation to (a) its inability to deliver environmentally friendly and/or regulatory conforming solutions impacting its clients

and reputation, (b) disruptions to operations and damage/impairment to assets or installed works from physical events, such as storms, floods or wildfires,

and (c) transition risks such as the cost of carbon intensive materials, and the growing necessity to monitor and report reduction of Scope 3 emissions.

These are explained on pages 84 to 100 in the Task Force on Climate-Related Financial Disclosures and on page 80 in the principal risks and uncertainties.

The Group has also explained its climate commitments in pages 48 to 55. All of these disclosures form part of the ‘Other information’, rather than the

audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially

inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with

our responsibilities on ‘Other information’.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any consequential material impact

on its financial statements.

The Group has explained in its basis of preparation in note 2 on how they have considered the impact of climate change in their financial statements,

particularly in the context of the risks identified in the TCFD disclosure on pages 84 to 100 this year. The basis of preparation also explains management

consideration of the impact of climate change in respect to (a) estimates of future cash flows used in impairment assessments of the carrying value of

goodwill, (b) the useful economic life of plant, equipment and other intangible assets; and (c) going concern and viability of the Group over the next three

years. Whilst management disclosed that there is currently no material short-term impact expected from climate change, they are aware of the variable

risks arising from climate change and thus they will regularly assess these risks against judgement and estimates made in preparation of the Group’s

financial statements.

continuedIndependent auditor’s report to the members of Keller Group plc

• We assessed the reasonableness of the cash flow forecast through analysing management’s historical forecasting accuracy, challenging the

robustness of the Group’s order book, and considering actual post year-end performance to date. We have also assessed how management

considered the future profitability and cash flows to take account of changes in cyclical demand factors (eg in the residential housing market in

the United States of America). We evaluated the key assumptions underpinning the Group’s assessment by challenging the measurement and

completeness of downside scenarios modelled by management and how these compare with principal risks and uncertainties of the Group.

• We considered the extent to which emerging climate-related risks may affect the Group’s assessment, including assumptions around ‘Environmental,

Social and Governance’ related covenants or levies, the cost of climate adaptation solutions, and the exposure to extreme weather events which could

delay project completion or cause damage to physical assets. We have also considered the impact of increased replacement cost for capex arising

from stranded assets which do not meet the required carbon emission standards.

• We tested the clerical accuracy and logical integrity of the cash flow forecast model, used to prepare the Group’s going concern and viability assessments.

• We considered whether the Group’s forecasts and related key assumptions in the going concern assessment were consistent with other forecasts

used by the Group in its accounting estimates, including goodwill impairment and deferred tax asset recognition.

• We evaluated, based on our own independent analysis, what reverse stress testing scenarios could lead either to a breach of the Group’s banking

covenants or a liquidity shortfall and whether these scenarios were plausible.

• Our analysis also considered the mitigating actions that management could undertake in an extreme downside scenario and whether these were

achievable and in control of management.

• We confirmed the continued availability of debt facilities through the going concern period and reviewed their underlying terms. This included the

Group’s revolving credit facility of £400m. We have agreed the terms of the Group’s facilities to executed documentation and agreed the amounts

drawn down at year-end to external confirmations from the banks.

• We extended our procedures (including inquiries of management, considering the forward order book, and maturity of debt/availability of access to

future financing in the viability period) to consider events beyond 31 March 2027, including the forecast for covenant compliance at the next testing

interval as at 30 June 2027.

• We considered whether management’s disclosures in the financial statements sufficiently and appropriately capture the impact of the Group’s

principal risks and uncertainties on the going concern assessment and through consideration of relevant disclosure standards.

• The audit procedures performed in evaluating the Directors’ assessment were performed by the Group audit engagement team, however we also

considered the financial and non-financial information communicated to us from our component teams of key locations as sources of potential

contrary indicators which may cast doubt over the going concern assessment.

The results from both management’s evaluation and our independent reverse stress testing suggest that the Group would need to be exposed to the

financial impact of extreme downside events materialising together throughout the going concern period in order to breach its covenants or exhaust its

available funding.

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 and parent company’s ability to continue as a going concern for a period to 31 March 2027.

In relation to the Group and parent company’s 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. However,

because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.

Overview of our audit approach

Audit scope • We performed an audit of the complete financial information of three components and audit procedures on specific

balances for a further thirteen components and central procedures on financial statement line items as detailed in the

‘Tailoring the scope’ section below.

Key audit matters • Improper revenue recognition.

• Carrying value of goodwill.

Materiality • Overall Group materiality of £9.9m which represents 5% of profit before tax, adjusted for non-underlying items.

An overview of the scope of the parent company and Group audits

Tailoring the scope

Our audit scoping reflects the requirements of ISA (UK) 600 (Revised). We have followed a risk-based approach when developing our audit approach

to obtain sufficient appropriate audit evidence on which to base our audit opinion. We performed risk assessment procedures, with input from our

component auditors, to identify and assess risks of material misstatement of the Group financial statements and identified significant accounts and

disclosures. When identifying components at which audit work needed to be performed to respond to the identified risks of material misstatement of

the Group financial statements, we considered our understanding of the Group and its business environment, the potential impact of climate change,

the applicable financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes, applications and any

relevant internal audit results.

We determined that centralised audit procedures would be performed on goodwill, investments, derivative financial instruments, share-based payments,

finance costs, deferred tax asset recoverability, equity, insurance and legal provisions, lease-related balances, the UK pension scheme and consolidation/

head office adjustments. We also centrally tested the cash, loans and borrowings balances in components that did not form part of the overall scoping

assessment outlined below, to the extent that the total amounts not tested across the Group were immaterial.

163Keller Group plc Annual Report and Accounts 2025162 Strategic report Governance Financial statements Additional information

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Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s assessment of

the impact of climate risk, physical and transition, their climate commitments, the effects of material climate risks disclosed on pages 84 to 100 and

the significant judgements and estimates disclosed in note 2. We have assessed whether the impact of climate-related risks have been appropriately

reflected in future cash flows used to assess the carrying value of goodwill, economic life of plant, equipment and other intangible assets and the going

concern and viability assessment (see note 2) following the requirements of UK adopted international accounting standards. As part of our audit testing

and applying profession scepticism, we performed our own risk assessment, supported by our climate change internal specialists, to determine the

risks of material misstatement in the financial statements from climate change which needed to be considered in our audit. Our audit testing included

challenges to management with regards to cost assumptions around climate adaptation solutions, and the exposure to extreme weather events

which could delay project completion or cause damage/impairment to physical asset and the assumptions for capex requirement in the forecasted

going concern and viability period including goodwill. We corroborated our analysis with market available information for any change in climate-related

regulations and discussion with our component team. In determining the valuations and the timing of future cash flows, we acknowledged that there is

degree of certainty involved and all climate-related risks or future outcomes are not yet known.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and associated disclosures. Where

considerations of climate change were relevant to our assessment of going concern, these are described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter. We considered the impact of

climate change on the future cash flows which have been used to assess the going concern including the viability assessment.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included

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 were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide

a separate opinion on these matters.

Risk Our response to the risk

Improper revenue recognition (management

override of controls) (2025: £3,087.3m, 2024:

£2,986.7m).

Refer to the Audit and Risk Committee report

(page 133); Accounting policies (page 177); and

note 4 of the consolidated financial statements

(page 184).

The Group recognises revenue over time from

contracts either through the output method or the

input method basis, depending on the size and

nature of the contract (in accordance with the

guidelines provided in the Group revenue

recognition policy and IFRS 15). The judgements

involved in determining revenue recognition under

both recognition methods present a significant

fraud risk as results are susceptible to manipulation,

particularly around the estimation in determining

the cost to complete and the percentage of

completion achieved at the year end.

Other risks include the use of inappropriate

measures or assumptions to determine progress

made in satisfying performance obligations, the

judgement required for evaluating unapproved

change orders and claims, and fictitiously recording

manual ‘top-side’ journal entries to misstate

revenues recognised.

The Group also provides specialist post-tension

materials to customers in the residential and

commercial sectors, as well as geotechnical

monitoring solutions. The revenue from sales of

these materials is recognised at a point of time,

based upon the satisfaction of the performance

obligations. We have identified that there is a risk

that such revenues could be manipulated at or near

to the period end through inappropriate ‘cut-off’ to

meet income statement targets.

For all significant revenue balances which we considered to be in scope, we:

• Performed walkthroughs of significant classes of revenue transactions and assessed the

design effectiveness of key controls.

• Considered the appropriateness of supporting evidence and the requirements of IFRS 15

and the Group’s accounting policies eg where contracts include additional entitlements

for variations and claims, both for and against the Group.

• Performed a risk assessment of higher risk revenue contracts based on size and risk

(value/margin, balance sheet exposure, stage of completion and/or complexity), obtained

an understanding of such contracts and any key judgements and assumptions. We

challenged the appropriate recognition of revenue, contract provisions and onerous

contract provisions, where applicable, on such contracts.

• Challenged the level of unbilled revenue and the adequacy of the evidence to prove

recoverability, including ageing analysis, fluctuation/lookback analysis compared with out-turn

expectation, and testing of reconciling items between contract reports and the subledgers.

• Performed cut-off testing of revenue, unbilled revenue and receivables for revenue

recognised over a period of time. Performing cut-off testing through testing of sample of

transactions in the last month of the period and first period of subsequent period for

revenue recognised at a point in time;

• Performed testing of credit memos issued post year end;

• Obtained and reviewed costs to complete schedules and challenged the judgements and

assumptions within those schedules to determine whether the contract is expected to be

loss making and an onerous provision is required;

• Assessed the appropriateness of cost allocation across contracts (eg verify no

manipulation of costs between profit-making and loss-making contracts) due to

continued inflationary cost pressure;

• Performed detailed correlation analysis between revenue, trade receivables and cash, to

identify anomalous entries which do not align with the critical flow of transactions. This test

also included vouching a sample of transactions to source documentation and cash receipts;

• Performed procedures over journal entries posted to revenue, reversing journals and

unusual descriptions, and focusing on journals posted by management or those charged

with governance;

• Performed specific enquiries with local management and project managers over

authenticity, recoverability of unbilled revenue amounts;

• Performed inquiries of internal and external legal counsel to obtain insights or any ongoing

or potential legal disputes that could impact revenue recognition; and

• Performed site visits to physically verify the progress of significant projects and contracts.

Key observations communicated to the Audit and Risk Committee

From the audit procedures performed, we conclude that the recognition of revenue was appropriate, that the judgements made by management

are consistent with the accounting policy to be applied to all contracts with customers, and that the presentation and disclosure of revenue is

materially correct.

Improper revenue recognition continued

How we scoped our audit to respond to the risk and involvement with component teams

We instructed our component teams to perform full and specific scope audit procedures over this risk in thirteen locations. For three locations,

weperformed the procedures centrally. Our total procedures covered 85% of the Group’s revenue.

We reviewed key audit workpapers, attended meetings with divisional management to discuss the audit approach and key findings, and maintained

regular communication with component teams to ensure alignment and address any issues that arose during the audit process.

Risk Our response to the risk

Carrying value of goodwill (2025:

£101.0m; 2024: £107.6m).

Refer to the Audit and Risk Committee

report (page134); Accounting policies

(page 179); and note 15 of the

consolidated financial statements

(page 191).

Under IAS 36, an entity must assess

intangible items with an indefinite

useful life annually, or whenever

indicators of impairment are present

for all otherassets.

Due to the degree of estimation

involved in calculating the expected

future cash flows from cash-generating

units (CGUs) and determining

appropriate long-term growth rates and

discount rates specific to each CGU

(including those arising from

acquisitions), we have identified a

significant risk regarding the

assessment of any impairment against

goodwill carrying values, as well as the

identification of any indicators of

impairment as an area of significant risk.

We have performed the following:

• Performed a walkthrough to understand the impairment analysis and calculation process (eg

management’s process over the data and assumptions used), level of review on the outlook data in

future years and how key inputs were derived.

• Evaluated the appropriateness of the CGUs identified given changes in Group structure (including

acquisitions) and the allocation of assets and liabilities to the CGUs.

• In respect of each CGU, we have challenged management over the key inputs and on the achievability

of the cash flow forecasts. We have assessed the projected financial information against recent

performance and other market data to assess the robustness of management’s forecasting process.

• Assessed the discount rates applied against cash flows for each CGU by obtaining the underlying data

used in the calculation and benchmarking against comparable organisations with the support of our

EY valuation specialists.

• Validated the revenue/margin growth rates assumed for the projected financial information for each

CGU by comparing them to economic and industry forecasts and reviewing the order books.

• Given the uncertainty attached to forecasts presented by rising costs, tariffs and the potential for

suspension or delay to key projects, we have assessed management’s assumptions in relation to

these factors including the ongoing market uncertainties and increasing costs of materials and labour,

in determining the ability to achieve cash flow forecasts.

• Analysed the historical accuracy of budgets compared with actual results to determine whether

forecast cash flows are reliable based on past experience.

• Challenged the assumptions in the approach taken to determine working capital levels over the

forecast period, focusing on the principal reasons and timing of larger fluctuations and how this

compared with the historical trend.

• Challenged the underlying assumptions in the cash flow forecast by performing stand back

procedures, analysing any contradictory evidence through both researching the general

macroeconomic environment in which the CGU operates including reviewing the board minutes,

chairman report, trading and regulatory updates and other relevant evidence available during the

audit.

• Performed an integrity review of the goodwill model to be able to conclude that the formulae and

construction of these models are effective and accurate.

• Performed sensitivity analyses by testing key assumptions in the model to recalculate a range of

potential outcomes in relation to the size of the headroom between carrying value and fair value.

• Performed a reverse stress test to determine the level of operating profit margin required for each

CGU to reach impairment.

• Considered the appropriateness of the related disclosures provided in the notes to the Group financial

statements.

Key observations communicated to the Audit and Risk Committee

Our procedures focused on the CGU where the headroom has historically been lower and sensitive to changes in key assumptions, including

improved future performance, or have historically not achieved budget. We have designated the Canada CGU as a higher risk CGU on this basis.

For Keller Canada, we have considered the minimum performance level required for both revenue and operating profit margin in the forecast period

for the CGU to reach an impairment. We concluded Keller Canada is not impaired on the basis of this analysis which included an assessment of the

historic normalised margin achieved, strength of current order book, and operational improvements made in the current year. Despite the

improvement in operating profit margin, the headroom in this CGU remains sensitive to this improved operational performance. As a result, we

have ensured that adequate disclosures have been made in the annual report regarding the key sensitivities, assumptions, and available headroom

for the Canada CGU.

For the remaining material CGUs, there is sufficient headroom to support the carrying value.

We concluded that management has accounted for the carrying value of goodwill appropriately and has included sufficient disclosure over the key

assumptions and sensitivities impacting CGUs in note 15.

How we scoped our audit to respond to the risk and involvement with component teams

All audit work performed to address this risk was undertaken centrally by the Group engagement team, covering 100% of the balance. Component

teams have supported the Group engagement team in assessing the growth rates and achievability of the cash flows based on their understanding

of the business and local market and industry conditions.

continuedIndependent auditor’s report to the members of Keller Group plc

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Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming

our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions

of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be £9.9m(2024: £9.6m), which is 5% (2024: 5%) of profit before tax adjusted for one-off, non-underlying

items. We believe that profit before tax provides us with an appropriate materiality basis that excludes non-underlying items.

We determined materiality for the parent company to be £6.2m (2024: £6.3m), which is 1% (2024: 1%) of equity. Equity is the most appropriate measure

given the parent company is an investment holding company with no revenue. The materiality determined for the standalone parent company financial

statements exceeds the Group materiality as it is determined on a different basis given the nature of the operations. For the purposes of the audit of the

Group financial statements, our procedures, including those on balances in the parent company that are consolidated, are undertaken with reference to

the Group assigned materiality and performance materiality set out in this report.

Other information

The other information comprises the information included in the annual report set out on pages 1 to 159, including the Strategic report on pages 1 to 104,

and Corporate governance report set out on page 105 to 159, other than the financial statements and our auditor’s report thereon. The Directors are

responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial

statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are

required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

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

• the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent

with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have

not identified material misstatements in the Strategic report or the Directors’ report.

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

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

visited by us; or

• the parent company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting

records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

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

Corporate governance statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate governance statement relating to

the Group and company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.

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 or our knowledge obtained during the audit:

• Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified

set out on page 75;

• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate set out

on page 75;

• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its liabilities set out on

page 75;

• Directors’ statement on fair, balanced and understandable on page 159;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 72 to 83;

• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 72

to83; and

• the section describing the work of the Audit and Risk Committee set out on page 129.

• £186.4m

• Profit before tax for the year

• £10.9m

• Non-underlying items for the year

• Totals £197.3m

• Materiality of £9.9m (5% of materiality basis)

Starting basis

Adjustments

Materiality

During the course of our audit, we reassessed initial materiality noting that there was an increase compared with the original assessment attributable to

the performance and profit before tax of the Group. The underlying basis of materiality was not changed compared with the planning stage.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that performance

materiality was 75% (2024: 75%) of our planning materiality, namely £7.4m (2024: £7.2m). We have set performance materiality at this percentage after

considering various factors such as the historical record of misstatements, our ability to evaluate the likelihood of misstatements, the effectiveness of

the control environment, and the factors influencing the entity and its financial reporting. The selection of 75% was made due to a thorough evaluation of

the control environment, which demonstrated its effectiveness in mitigating risks, and a historical analysis indicating a lower frequency of misstatements.

As part of our rationale in applying this percentage for performance materiality, we also held discussions with components and management, along with

a review of interim workbooks and internal audit reports, to ensure there were no indications that there was an increased risk of material misstatements

occurring during the year.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement of the Group financial

statements. The performance materiality set for each component is based on the relative scale and risk of the component to the Group as a whole and

our assessment of the risk of misstatement at that component. In the current year, the range of performance materiality allocated to components was

£1.4m to £5.8m (2024: £1.4m to £6.3m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £0.5m (2024: £0.5m), which is

set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant

qualitative considerations in forming our opinion.

continuedIndependent auditor’s report to the members of Keller Group plc

167Keller Group plc Annual Report and Accounts 2025166 Strategic report Governance Financial statements Additional information

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Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 159, the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group and parent company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined

above, to detect irregularities, including fraud. 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. The

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

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and

management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are

those related to the reporting framework (IFRS, IFRS adopted pursuant to FRS 101, United Kingdom Generally Accepted Accounting Practice, the

Companies Act 2006 and the Corporate Governance Code) and the relevant tax compliance regulations in the countries of operations of the reporting

components. In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination of the

amounts and disclosures in the financial statements. These are based on the nature of the Group’s operations and the key geographies in which they

operate in, and include (but are not limited to): labour and employment laws, health and safety, the Modern Slavery Act 2015, the Bribery Act 2010 and

the Listing Rules of the London Stock Exchange.

• We understood how Keller Group plc is complying with those frameworks by making enquiries of management, reviewing management procedures

for oversight by those charged with governance (ie considering the potential for override of controls or other inappropriate influence over the financial

reporting process, such as efforts by management to manage earnings in order to influence the perceptions of analysts as to the Group’s performance

and profitability), the culture of honesty and ethical behaviour and whether a strong emphasis is placed on fraud prevention, which may reduce

opportunities for fraud to take place, and fraud deterrence. We corroborated our enquiries through our review of Board minutes, discussions with the

Audit and Risk Committee, any correspondence received from regulatory bodies and those responsible for legal and compliance procedures and the

Company Secretary.

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by meeting with

management to understand where they considered there was susceptibility to fraud. We also considered performance targets and their influence on

efforts made by management to manage earnings or influence the perceptions of analysts. Where this risk was considered to be higher, we performed

audit procedures to address each identified fraud risk. The key audit matters section above covers those procedures performed in areas where we have

concluded the risks of material misstatement are highest, including where we have identified a risk of fraud. These procedures included testing manual

journal entries, a focus on the recoverability of unbilled revenue, and considerations over information produced by the entity including work over the

authenticity of key evidence received during the audit.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved

review of Board minutes to identify non-compliance with such laws and regulations, review of reporting to the Audit and Risk Committee on compliance

with regulations and enquires of the Company Secretary and management.

• We have performed inquires of internal and external legal counsel to identify risks of material misstatement. We have made further inquiries with

project managers to investigate any inconsistencies in data prepared by the finance team, including any transfers of costs between projects and any

unusual build-up of work in progress in relation to construction income.

• We have reviewed the internal audit reports to identify major internal control issues. We have discussed the impact of internal audit findings with

management to understand their plan to prevent any material misstatement in addition to supplementing these areas with additional audit procedures.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at frc.org.uk/

auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters we are required to address

• Following the recommendation from the Audit and Risk Committee we were appointed by the company to audit the financial statements for the year

ending 31December 2025 and subsequent financial periods. We were appointed at the Annual General Meeting of members and the engagement

letter was signed on 17 July 2024 which applies to all accounting periods from the date of the engagement letter until it is replaced.

The period of total uninterrupted engagement including previous renewals and reappointments is seven years, covering the years ending

31December 2019 to 31 December 2025.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work

has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Kevin Weston (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

2 March 2026

continuedIndependent auditor’s report to the members of Keller Group plc

169Keller Group plc Annual Report and Accounts 2025168 Strategic report Governance Financial statements Additional information

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			2025			2024
			Non-underlying			Non-underlying
		Underlying	items (note 9)	Statutory	Underlying	items (note 9)	Statutory
	Note	£m	£m	£m	£m	£m	£m
Revenue	3,4	3 , 0 8 7. 3	–	3 , 0 8 7. 3	2 ,9 86 .7	–	2 ,9 86 .7
Operating costs	6	(2 , 875 . 1)	(10 . 8)	(2,885 .9)	(2, 7 75 . 4)	(10 . 6)	(2,78 6 . 0)
Net impairment profit/(loss) on trade
receivables and contract assets	7	0.5	–	0.5	(12 . 0)	–	(12 . 0)
Amortisation of acquired intangible assets		–	(1 . 6)	(1 .6)	–	(3 . 3)	(3 . 3)
Other operating income	6,9	4 .7	1.5	6. 2	12 . 8	6.4	19. 2
Share of post-tax results of joint ventures	17	0. 8	–	0.8	0.5	–	0.5
Operating profit/(loss)	3	218 . 2	(10 . 9)	2 0 7. 3	212 . 6	(7. 5)	2 0 5 .1
Finance income	10	4.5	–	4.5	6.6	–	6 .6
Finance costs	11	(25.4)	–	(25.4)	(2 7. 8)	–	(2 7. 8)
Profit/(loss) before taxation		1 9 7. 3	(10 . 9)	186 . 4	191 . 4	(7. 5)	18 3 .9
Taxation	12	(45 . 2)	1. 9	(4 3. 3)	(43. 9)	2.7	(41 . 2)
Profit/(loss) for the year		152 .1	(9.0)	143. 1	14 7. 5	(4 . 8)	14 2 . 7
Attributable to:
Equity holders of the parent		151 .7	(9.0)	142 .7	1 4 7. 1	(4 . 8)	14 2 . 3
Non-controlling interests	34	0.4	–	0.4	0.4	–	0 .4
		152 .1	(9.0)	143. 1	14 7. 5	(4 . 8)	14 2 . 7
Earnings per share
Basic	14	21 5 . 2p		202.4p	204 .0p		1 9 7. 4p
Diluted	14	211 . 3p		19 8 .7p	199.9p		1 93 . 3p

Consolidated income statement For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Profit for the year		143.1	14 2 .7
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange movements on translation of foreign operations		(21 . 3)	(1 3 . 0)
Transfer of translation reserve on disposal of subsidiaries		–	(0 .7)
Cash flow hedge gain taken to equity		–	0 .1
Cash flow hedge transfers to income statement		(0.3)	–
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit pension schemes	33	(0.4)	0.2
Tax on remeasurements of defined benefit pension schemes	12	–	(0 .1)
Other comprehensive (loss) for the year, net of tax		(2 2.0)	(1 3 . 5)
Total comprehensive income for the year		121 .1	12 9. 2
Attributable to:
Equity holders of the parent		120 . 8	128 .9
Non-controlling interests		0.3	0.3
		121 .1	12 9. 2

Consolidated statement of comprehensive income For the year ended 31 December 2025

171Keller Group plc Annual Report and Accounts 2025170 Strategic report Governance Financial statements Additional information

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		2025	2024
	Note	£m	£m
Assets
Non-current assets
Goodwill and intangible assets	15	102 . 8	111 . 2
Property, plant and equipment	16	456.9	4 61 . 4
Investments in joint ventures	17	5.9	4. 8
Deferred tax assets	12	43 .8	61 . 5
Other assets	18	105. 6	88.3
		715 .0	7 2 7. 2
Current assets
Inventories	19	86.8	81. 6
Trade and other receivables	20	735.7	759 .1
Current tax assets		9.2	5.9
Cash and cash equivalents	21	281. 5	2 0 7. 7
Assets held for sale	22	0.2	9. 2
		1 , 11 3 . 4	1,0 63. 5
Total assets	3	1,828.4	1,79 0 .7
Liabilities
Current liabilities
Loans and borrowings	26	(29. 2)	(2 7. 5)
Current tax liabilities		(25.9)	(33 .0)
Trade and other payables	23	(6 28. 9)	(6 0 8 .7)
Provisions	24	(91 . 6)	(85 . 2)
		(7 75 . 6)	(75 4 . 4)
Non-current liabilities
Loans and borrowings	26	(281 . 2)	(3 0 7. 1)
Retirement benefit liabilities	33	(15 . 4)	(1 5 . 2)
Deferred tax liabilities	12	(9. 4)	(9.4)
Provisions	24	(85 . 3)	(8 9. 3)
Other liabilities	25	( 17. 3)	(1 8 . 6)
		(4 0 8 .6)	(439 . 6)
Total liabilities	3	(1 ,18 4 . 2)	(1,194.0)
Net assets	3	644 .2	59 6 .7
Equity
Share capital	28	7. 3	7. 3
Share premium account		38 .1	38 .1
Capital redemption reserve	28	7. 6	7. 6
Translation reserve		(5.0)	16 . 2
Other reserve	28	56 .9	56.9
Hedging reserve		1.5	1. 8
Retained earnings		535. 0	4 65. 8
Equity attributable to equity holders of the parent		6 41 . 4	5 93 .7
Non-controlling interests	34	2. 8	3.0
Total equity		644.2	59 6 .7

These consolidated financial statements were approved by the Board of Directors and authorised for issue on 2 March 2026.

They were signed on its behalf by:

James Wroath David Burke

Chief Executive Officer Chief Financial Officer

Consolidated balance sheet As at 31 December 2025 For the year ended 31 December 2025

			Capital					Attributable	Non-
	Share	Share	redemption		Other	Hedging		to equity	controlling
	capital	premium	reserve	Translation	reserve	reserve	Retained	holders of	interests	Tot al
	(note 28)	account	(note 28)	reserve	(note 28)	(note 26)	earnings	the parent	(note 34)	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 31 December 2023	7. 3	3 8 .1	7. 6	29. 8	56.9	1.7	373 .9	51 5 . 3	2 .7	518 . 0
Profit for the year	–	–	–	–	–	–	14 2 . 3	14 2 . 3	0 .4	14 2 . 7
Other comprehensive income
Exchange movements on translation of foreign operations	–	–	–	(1 2 . 9)	–	–	–	(1 2 . 9)	(0 .1)	(1 3 . 0)
Transfer of translation reserve
on disposal of subsidiaries	–	–	–	(0 .7)	–	–	–	(0 .7)	–	(0 .7)
Cash flow hedge gain taken
toequity	–	–	–	–	–	0 .1	–	0 .1	–	0 .1
Remeasurements of defined
benefit pension schemes	–	–	–	–	–	–	0.2	0.2	–	0.2
Tax on remeasurements of defined benefit pension
schemes	–	–	–	–	–	–	(0 .1)	(0 .1)	–	(0 .1)
Other comprehensive (loss)/
income for the year, net of tax	–	–	–	(1 3 . 6)	–	0 .1	0 .1	(1 3 . 4)	(0 .1)	(1 3 . 5)
Total comprehensive (loss)/
income for the year	–	–	–	(1 3 . 6)	–	0 .1	14 2 . 4	128. 9	0.3	129. 2
Dividends	–	–	–	–	–	–	(3 4. 6)	(34 .6)	–	(34 .6)
Purchase of own shares
forESOP trust	–	–	–	–	–	–	(2 0 .1)	(2 0 .1)	–	(2 0 .1)
Share-based payments	–	–	–	–	–	–	4.2	4. 2	–	4.2
At 31 December 2024	7. 3	3 8 .1	7. 6	16 . 2	56 .9	1.8	465 . 8	593 .7	3.0	59 6 .7
Profit for the year	–	–	–	–	–	–	142.7	14 2 .7	0.4	143. 1
Other comprehensive income
Exchange movements on translation of foreign operations	–	–	–	(21 . 2)	–	–	–	(21 . 2)	(0.1)	(21 . 3)
Cash flow hedge transfers to income statement	–	–	–	–	–	(0.3)	–	(0.3)	–	(0.3)
Remeasurements of defined
benefit pension schemes	–	–	–	–	–	–	(0.4)	(0. 4)	–	(0.4)
Other comprehensive (loss)/
income for the year, net of tax	–	–	–	(21 . 2)	–	(0.3)	(0.4)	(21 . 9)	(0.1)	(22.0)
Total comprehensive (loss)/
income for the year	–	–	–	(21 . 2)	–	(0. 3)	142 . 3	12 0 . 8	0.3	121 .1
Dividends	–	–	–	–	–	–	(36 . 2)	(36. 2)	(0. 5)	(3 6 .7)
Purchase of own shares
forESOP trust	–	–	–	–	–	–	(3.6)	(3.6)	–	(3.6)
Purchase of own shares	–	–	–	–	–	–	(38 .9)	(38 .9)	–	(38. 9)
Share-based payments	–	–	–	–	–	–	4.9	4.9	–	4.9
Tax on share-based payments	–	–	–	–	–	–	0.7	0 .7	–	0 .7
At 31 December 2025	7. 3	3 8.1	7. 6	(5.0)	56 .9	1.5	535. 0	6 41 . 4	2. 8	644. 2

Consolidated statement of changes in equity

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		2025	2024
	Note	£m	£m
Cash flows from operating activities
Profit before taxation		186 . 4	18 3. 9
Non-underlying items	9	10 . 9	7. 5
Finance income	10	(4 . 5)	(6 . 6)
Finance costs	11	25.4	2 7. 8
Underlying operating profit	3	21 8 . 2	212 . 6
Depreciation/impairment of property, plant and equipment	16	10 9. 0	10 8 .7
Amortisation of intangible assets	15	0.1	0 .1
Share of underlying post-tax results of joint ventures	17	(0.8)	(0 . 5)
Profit on sale of property, plant and equipment		(4.7)	(1 2 . 8)
Other non-cash movements (including charge for share-based payments)		5. 3	4.0
Foreign exchange gains		2.2	(4 . 2)
Operating cash flows before movements in working capital and other underlying items		329. 3	3 0 7. 9
(Increase)/decrease in inventories		(8.0)	10 . 4
Increase in trade and other receivables		(42 . 5)	(5 4. 4)
Increase in trade and other payables		3 7. 4	71 . 7
Increase in provisions net of insurance receivables, retirement benefit and other non- current liabilities		15. 3	3 0.9
Cash generated from operations before non-underlying items		3 31 . 5	366 .5
Cash outflows from non-underlying items: ERP costs		(9.7)	(4 . 9)
Cash outflows from non-underlying items: restructuring costs		(0.9)	(4 . 9)
Cash inflows from non-underlying items: claims for closed businesses		–	1.4
Cash generated from operations		320 . 9	3 5 8 .1
Interest paid		(17. 6)	(20 . 4)
Interest element of lease rental payments		(6. 4)	(6. 2)
Income tax paid		(38 . 5)	(65 .6)
Net cash inflow from operating activities		258 .4	265 .9
Cash flows from investing activities
Interest received		4.0	5.8
Proceeds from sale of property, plant and equipment		12 . 9	29. 0
Proceeds from sale of other non-current assets		2 .7	–
Disposal of businesses	5	0.2	(2.6)
Acquisition of businesses, net of cash acquired	5	(0.6)	(0 .9)
Acquisition of property, plant and equipment	16	(9 0. 3)	(89. 0)
Acquisition of other intangible assets	15	(0.1)	–
Net cash outflow from investing activities		(71 . 2)	(57 .7)
Cash flows from financing activities
Debt issuance costs		(0.5)	(3 . 5)
Repayment of borrowings		(0. 3)	(59. 0)
Payment of lease liabilities		(31 .1)	(28 . 0)
Purchase of own shares for ESOP trust		(3.6)	(2 0 .1)
Purchase of own shares		(38 . 9)	–
Dividends paid	13	(36 .7)	(34 . 6)
Net cash outflow from financing activities		(111 . 1)	(145 . 2)
Net increase in cash and cash equivalents		76 .1	63. 0
Cash and cash equivalents at beginning of year		2 0 7. 7	14 9 . 0
Effect of exchange rate movements		(2 . 3)	(4 . 3)
Cash and cash equivalents at end of year	21	281. 5	2 0 7. 7

For the year ended 31 December 2025Consolidated cash flow statement

1 Corporate information

The consolidated financial statements of Keller Group plc and its

subsidiaries (collectively, the ‘Group’) for the year ended 31 December

2025 were authorised for issue in accordance with the resolution of the

Directors on 2 March 2026.

Keller Group plc (the ‘company’) is a public limited company, incorporated

and domiciled in the United Kingdom, whose shares are publicly traded on

the London Stock Exchange. The registered office is located at 2 Kingdom

Street, London W2 6BD . The Group is principally engaged in the provision

of specialist geotechnical services. Information on the Group’s structure is

provided in note 10 of the company financial statements.

2 Material accounting policy information

Basis of preparation

In accordance with the Companies Act 2006, these consolidated

financial statements have been prepared and approved by the Directors

in accordance with UK adopted international accounting standards. The

company prepares its parent company financial statements in accordance

with FRS 101.

The consolidated financial statements have been prepared on an

historical cost basis, except for non-qualifying deferred compensation

assets and liabilities and derivative financial instruments that have been

measured at fair value. The carrying values of recognised assets and

liabilities that are designated as hedged items in fair value hedges that

would otherwise be carried at amortised cost are adjusted to recognise

changes in the fair values attributable to the risks that are being hedged

in effective hedge relationships. The consolidated financial statements

are presented in pounds sterling and all values are rounded to the nearest

hundred thousand, expressed in millions to one decimal point, except when

otherwise indicated.

Going concern

At 31 December 2025, the Group had undrawn committed and

uncommitted borrowing facilities totalling £447.1m, comprising the

undrawn committed £400m revolving credit facility and undrawn

uncommitted borrowing facilities of £47.1m, as well as cash and cash

equivalents of £281.5m. At 31 December 2025, the Group’s net debt to

underlying EBITDA ratio (calculated on an IAS 17 covenant basis) was

(0.2)x, well within the limit of 3.0x.

The Group has prepared a forecast of financial projections for the three-

year period to 31 December 2028. The forecast underpins the going

concern assessment which has been made for the period through to

31 March 2027, a period of at least 12 months from when the financial

statements are authorised for issue and aligning with the period in which

the Group’s banking covenants are tested. The base case reflects the

forecast of financial projections prepared by the Group for the three-year

period to 31 December 2028. The forecast shows significant headroom

and supports the position that the Group can operate within its available

banking facilities and covenants throughout this period.

For the going concern assessment, management ran a series of downside

scenarios over the base case forecast to assess covenant headroom

against available funding facilities. This process involved constructing

scenarios to reflect the Group’s current assessment of its principal

risks, including those that would threaten its business model, future

performance, solvency or liquidity. The principal risks and uncertainties

modelled by management align with those disclosed within this Annual

Report and Accounts.

The following severe but plausible downside assumptions were modelled:

• rapid downturn in the Group’s markets resulting in up to a 10% decline

in revenues;

• ineffective execution of projects reducing profits by 1.5% of revenue;

• a combination of other principal risks and trading risks materialising

together reducing profits by up to £18.7m over the period to 31 March

2027. These risks include changing environmental factors, costs of

ethical misconduct and regulatory non-compliance, occurrence of an

accident causing serious injury to an employee or member of the public

and the cost of a product or solution failure; and

• deterioration of working capital performance by 5% of six months’ sales.

The financial and cash effects of these scenarios were modelled individually

and in combination. The focus was on the ability to secure or retain future

work and potential downward pressure on margins. Management applied

sensitivities against projected revenue, margin and working capital metrics

reflecting a series of plausible downside scenarios.

Even in the most extreme plausible downside scenario incorporating an

aggregation of all risks considered, which showed a decrease in operating

profit of 22.3% and an increase in net debt of 63.0% against the Group’s

latest forecast profit and cash flow projections for the review period

up to 31 March 2027, the adjusted projections do not show a breach of

covenants in respect of available funding facilities or any liquidity shortfall.

Management considered the breaking point of the model, which would

result in a breach of financial covenants and the reduction in forecast profit

and cash flow projections required to achieve this. These outcomes were

considered extreme and remote.

This process allowed the Board to conclude that the Group will continue

to operate on a going concern basis for the period through to the end

of March 2027, a period of at least 12 months from when the financial

statements are authorised for issue. Accordingly, the consolidated financial

statements are prepared on a going concern basis.

Climate change

In preparing the consolidated financial statements, management has

considered the impact of climate change, particularly in the context

of the risks identified in the TCFD disclosure. The output from the

scenario analysis has been considered, particularly the financial reporting

judgements and estimates in respect of the following areas:

• estimates of future cash flows used in impairment assessments of the

carrying value of goodwill;

• the useful economic life of plant, equipment and other intangible

assets; and

• going concern and viability of the Group over the next three years.

Although the scenario analysis identified a risk of stranded assets as a

result of increased emission standards, this was in one extreme downside

scenario and we have not adjusted the useful economic life of any plant or

equipment as a result. Whilst there is currently no change, management

are aware of the variable risks arising from climate change and will regularly

assess these risks against judgements and estimates made in preparation

of the Group’s financial statements.

Notes to the consolidated financial statements

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Notes to the consolidated financial statements continued

The amendments will take effect for annual reporting periods starting on

or after 1 January 2026. Early adoption is allowed, but it must be disclosed.

The amendments concerning the own-use exception are to be applied

retrospectively, while the hedge accounting amendments should be applied

prospectively to new hedging relationships designated from the initial

application date. Additionally, the IFRS 7 disclosure amendments must be

implemented alongside the IFRS 9 amendments. If an entity does not restate

comparative information, it cannot present comparative disclosures.

The Group does not expect that the amendments will have a material

impact on its financial statements.

Basis of consolidation

The consolidated financial statements consolidate the accounts of

the parent and its subsidiary undertakings to 31 December each year.

Subsidiaries are entities controlled by the company. Control exists when

the company has power over an entity, exposure to variable returns from its

involvement with the entity and the ability to use its power over the entity

to affect its returns. Where subsidiary undertakings were acquired or sold

during the year, the accounts include the results for the part of the year for

which they were subsidiary undertakings using the acquisition method of

accounting. Intra-group balances, and any unrealised income and expense

arising from intra-group transactions, are eliminated in preparing the

consolidated financial statements.

Joint operations

Where the Group undertakes contracts jointly with other parties, these

are accounted for as joint operations as defined by IFRS 11. In accordance

with IFRS 11, the Group accounts for its own share of assets, liabilities,

revenues and expenses measured according to the terms of the joint

operations agreement.

Joint ventures

A joint venture is a type of joint arrangement whereby the parties that

have joint control of the arrangement have rights to the net assets of the

joint arrangement. The consolidated financial statements incorporate a

share of the results, assets and liabilities of joint ventures using the equity

method of accounting, whereby the investment is carried at cost plus

post-acquisition changes in the share of net assets of the joint venture,

less any provision for impairment. Losses in excess of the consolidated

interest in joint ventures are not recognised except where the Group has

a constructive commitment to make good those losses. The results of

joint ventures acquired or disposed of during the year are included in the

consolidated income statement from the effective date of acquisition or

up to the effective date of disposal, as appropriate.

Summary of material accounting policy information

Foreign currencies

The Group’s consolidated financial statements are presented in pounds

sterling, which is also the parent company’s functional currency. For each

entity, the Group determines the functional currency and items included

in the financial statements of each entity are measured using that

functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s

entities at their respective functional currency spot rates at the date the

transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are

translated at the functional currency spot rates of exchange at the reporting

date. Differences arising on settlement or translation of monetary items

are recognised in the consolidated income statement. Non-monetary

items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rates at the dates of the initial transactions.

2 Material accounting policy information continued

Changes in accounting policies and disclosures

New and amended standards and interpretations

An amendment to IAS 21 applies for the first time in 2025 but does not

have an impact on the Group’s financial statements.

Lack of exchangeability – Amendments to IAS 21

The amendments to IAS 21 ‘The Effects of Changes in Foreign Exchange

Rates’ specify how an entity should assess whether a currency is

exchangeable and how it should determine a spot exchange rate when

exchangeability is lacking. The amendments also require disclosure of

information that enables users of its financial statements to understand

how the currency not being exchangeable into the other currency affects,

or is expected to affect, the entity’s financial performance, financial

position and cash flows.

The amendments are effective for annual reporting periods beginning on

or after 1 January 2025.

Amendments to Illustrative Examples

There were Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1,

IAS 8, IAS 36 and IAS 37 – Disclosures about Uncertainties in the Financial

Statements to show how entities can apply IFRS accounting standards

when reporting uncertainties in financial statements, with example

disclosures related to impairment testing, credit risk, decommissioning

and site restoration provisions, addressing topics such as materiality

judgements, significant judgements and estimates, and aggregation and

disaggregation, were issued in November 2025. The Group has considered

the guidance provided in the examples.

Standards issued but not yet effective

The new and amended standards and interpretations that are issued,

but not yet effective, up to the date of issuance of the Group’s financial

statements are disclosed below. The Group intends to adopt these new

and amended standards and interpretations, if applicable, when they

become effective.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation

of Financial Statements. IFRS 18 introduces new requirements for

presentation within the statement of profit or loss, including specified

totals and subtotals. Furthermore, entities are required to classify all

income and expenses within the statement of profit or loss into one of five

categories: operating, investing, financing, income taxes and discontinued

operations, whereof the first three are new. The standard requires

disclosure of newly defined management-defined performance measures,

subtotals of income and expenses, and it also includes new requirements

for aggregation and disaggregation of financial information based on the

identified ‘roles’ of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7

Statement of Cash Flows, which include changing the starting point for

determining cash flows from operations under the indirect method, from

‘profit or loss’ to ‘operating profit or loss’ and removing the optionality

around classification of cash flows from dividends and interest. In addition,

there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective

for reporting periods beginning on or after 1 January 2027, but

earlier application is permitted and must be disclosed. IFRS 18 will

apply retrospectively.

The Group is currently working to identify all impacts the amendments

will have on the primary financial statements and notes to the

financial statements.

IFRS 19 Subsidiaries without Public Accountability: Disclosures

In May 2024, the IASB issued IFRS 19, which allows eligible entities to

elect to apply its reduced disclosure requirements while still applying

the recognition, measurement and presentation requirements in

other IFRS accounting standards. To be eligible, at the end of the reporting

period, an entity must be a subsidiary as defined in IFRS 10, cannot have

public accountability and must have a parent (ultimate or intermediate) that

prepares consolidated financial statements, available for public use, which

comply with IFRS accounting standards.

IFRS 19 will become effective for reporting periods beginning on or after

1 January 2027, with early application permitted. As the Group’s equity

instruments are publicly traded, it is not eligible to elect to apply IFRS 19.

Amendments to the Classification and Measurement of Financial

Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7,

Amendments to the Classification and Measurement of Financial

Instruments (the Amendments). The Amendments include:

• A clarification that a financial liability is derecognised on the ‘settlement

date’ and the introduction of an accounting policy choice (if specific

conditions are met) to derecognise financial liabilities settled using an

electronic payment system before the settlement date

• Additional guidance on how the contractual cash flows for financial

assets with environmental, social and corporate governance (ESG) and

similar features should be assessed

• Clarifications on what constitute ‘non-recourse features’ and what are

the characteristics of contractually linked instruments

• The introduction of disclosures for financial instruments with contingent

features and additional disclosure requirements for equity instruments

classified at fair value through other comprehensive income (OCI)

The Amendments are effective for annual periods starting on or after

1 January 2026 with early adoption permitted for classification of financial

assets and related disclosures only.

The Group does not anticipate that the amendments will have a material

effect on the Group’s financial statements.

Annual Improvements to IFRS Accounting Standards – Volume 11

In July 2024, the IASB issued nine narrow scope amendments as part of

its periodic maintenance of IFRS accounting standards. The amendments

include clarifications, simplifications, corrections or changes to improve

consistency in IFRS 1 First-time Adoption of International Financial

Reporting Standards, IFRS 7 Financial instruments: Disclosure and

its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial

Instruments, IFRS 10 Consolidated Financial Statements and IAS 7

Statements of Cash Flows.

The amendments will be effective for reporting periods beginning on or after

1 January 2026. Earlier application is permitted and must be disclosed.

The amendments are not expected to have a material impact on the

Group’s financial statements.

Contracts Referencing Nature-dependent Electricity –

Amendments to IFRS 9 and IFRS 7

In December 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 –

Contracts Referencing Nature-dependent Electricity. The amendments

apply only to contracts that reference nature-dependent electricity;

the amendments:

• Clarify the application of the ‘own-use’ requirements for in-scope

contracts

• Amend the designation requirements for a hedged item in a cash flow

hedging relationship for in-scope contracts

• Add new disclosure requirements to enable investors to understand

the effect of these contracts on a company’s financial performance

and cash flows

Group companies

On consolidation, the assets and liabilities of foreign operations are

translated into pounds sterling at the rate of exchange prevailing at

the reporting date and their income statements are translated at

exchange rates prevailing at the dates of the transactions. The exchange

movements arising on translation for consolidation are recognised in

other comprehensive income (OCI). On disposal of a foreign operation,

the component of the translation reserve relating to that particular foreign

operation is reclassified to profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair

value adjustments to the carrying amounts of assets and liabilities arising on

the acquisition are treated as assets and liabilities of the foreign operation.

The exchange rates used in respect of principal currencies are:

Average rates	2025	2024
US dollar	1.32	1.28
Canadian dollar	1.84	1.75
Euro	1.17	1.18
Singapore dollar	1.72	1.71
Australian dollar	2.04	1.94

Year-end rates	2025	2024
US dollar	1.35	1.25
Canadian dollar	1.85	1.80
Euro	1.15	1.21
Singapore dollar	1.73	1.71
Australian dollar	2.02	2.02

Revenue from construction contracts

The Group’s operations involve the provision of specialist geotechnical

services. The majority of the Group’s revenue is derived from construction

contracts. Typically, the Group’s construction contracts consist of one

performance obligation; however, for certain contracts (for example

where contracts involve separate phases or products that are not highly

interrelated) multiple performance obligations exist. Where multiple

performance obligations exist, total revenue is allocated to performance

obligations based on the relative standalone selling prices of each

performance obligation.

For each contract, revenue is the amount that is expected to be received

from the customer. Revenue is typically invoiced in stages during the

contracts, however smaller contracts are usually invoiced on completion.

Variable consideration and contract modifications are assessed on a

contract-by-contract basis, according to the terms, facts and circumstances

of the project. Variable consideration is recognised only to the extent that it is

highly probable that there will not be a significant reversal.

The effects of contract modifications, including claims to customers,

are recognised only when the Group considers there is an enforceable

right to consideration, therefore no revenue is recognised until this point.

Operating expenses in relation to customer modifications are recognised

as incurred. Factors indicating an enforceable right to consideration will vary

from country to country but usually includes written confirmation from

the customer.

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Notes to the consolidated financial statements continued

Deferred tax

Deferred tax is provided using the liability method on temporary differences

between the tax bases of assets and liabilities, and their carrying amounts

for financial reporting purposes at the reporting date.

Deferred tax is recognised on temporary differences in line with IAS 12

‘Income Taxes’. Deferred tax assets are recognised when it is considered

likely that they will be utilised against future taxable profits or deferred

tax liabilities.

Deferred tax is calculated at the tax rates that are expected to apply in the

period when the liability is settled or the asset is realised. Deferred tax is

charged or credited to the income statement, except when it relates to

items charged or credited directly to equity or to OCI, in which case the

related deferred tax is also dealt with in equity or in OCI.

The carrying amount of deferred tax assets is reviewed at each reporting

date and reduced to the extent that it is no longer probable that sufficient

taxable profit will be available to allow all or part of the deferred tax asset

to be utilised. Unrecognised deferred tax assets are reassessed at each

reporting date and are recognised to the extent that it has become

probable that future taxable profits will allow the deferred tax asset to

be recovered.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set off current tax assets against current tax liabilities

and when they relate to income taxes levied by the same taxation authority

and the Group intends to settle its current tax assets and liabilities on a

net basis.

Interest income and expense

All interest income and expense is recognised in the income statement on

an accruals basis, using the effective interest method.

Employee benefit costs

The Group operates a number of defined benefit pension schemes, and

also makes payments into defined contribution schemes.

The liability in respect of defined benefit schemes is the present value of

the defined benefit obligations at the balance sheet date, calculated using

the projected unit credit method, less the fair value of the schemes’ assets

where applicable. The Group recognises the administration costs, current

service cost and interest on scheme net liabilities in the income statement,

and remeasurements of defined benefit plans in OCI in full in the period in

which they occur. Any surplus resulting from this calculation is limited to

the present value of any economic benefits available in the form of refunds

from the plans or reductions in future contributions to the plans. Where

there is no legal right to a refund from the plan, the liability is calculated as

the minimum funding requirement to the plan that exists at the balance

sheet date.

The Group also has long service arrangements in certain overseas

countries. These are accounted for in accordance with IAS 19 ‘Employee

Benefits’ and accounting follows the same principles as for a defined

benefit scheme.

Payments to defined contribution schemes are accounted for on an

accruals basis.

Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated

depreciation and accumulated impairment losses, if any. Further details

are set out in note 16 for impairments recognised in the year. Subsequent

expenditure on property, plant and equipment is capitalised when it

enhances or improves the condition of the item of property, plant and

equipment beyond its original assessed standard of performance.

Maintenance expenditure is expensed as incurred.

Depreciation

Depreciation is provided to write off the cost less the estimated residual

value of property, plant and equipment using the straight-line method by

reference to their estimated useful lives as follows:

Buildings	50 years
Plant and equipment	3 to 12 years
Motor vehicles	4 years
Computers	3 years

Depreciation is not provided for on freehold land.

An item of property, plant and equipment is derecognised upon disposal

(ie at the date the recipient obtains control) or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising on

derecognition of the asset (calculated as the difference between the net

disposal proceeds and the carrying amount of the asset) is included in the

income statement when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property,

plant and equipment are reviewed at each financial year end and adjusted

where appropriate.

Leases

The Group assesses at contract inception whether a contract is, or

contains, a lease. That is, if the contract conveys the right to control the use

of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all

leases, except for short-term leases and leases of low-value assets (less

than £3,000). The Group recognises lease liabilities to make payments and

right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date

of the lease (ie the date the underlying asset is available for use). Right-of-

use assets are measured at cost, less any accumulated depreciation and

impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives received. Right-

of-use assets are depreciated on a straight-line basis over the shorter of

the lease term and estimated useful lives as follows:

Land and buildings	3 to 15 years
Plant and equipment	2 to 8 years
Motor vehicles	3 to 5 years

Right-of-use assets are tested for impairment in accordance with IAS 36

‘Impairment of Assets’.

Lease liabilities

At the commencement date of the lease, the Group recognises lease

liabilities measured at the present value of lease payments to be made over

the lease term. The lease payments include fixed payments less any lease

incentives receivable, variable lease payments that depend on an index or

a rate, and amounts expected to be paid under residual value guarantees.

The lease payments also include the exercise price of a purchase option

reasonably certain to be exercised by the Group and payments of penalties

for terminating a lease, if the lease term reflects the Group exercising the

option to terminate. Variable lease payments that do not depend on an

index or a rate are recognised as an expense in the period in which the

event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses

the incremental borrowing rate at the lease commencement date, if

the interest rate implicit in the lease is not readily determinable. The

incremental borrowing rate applied to each lease is determined by

considering the risk-free rate of the country where the asset under lease is

located, matched to the term of the lease and adjusted for factors such as

the credit risk profile of the lessee. Incremental borrowing rates applied to

individual leases range from 1.85% to 15.2%.

After the commencement date, the amount of lease liabilities is increased

to reflect the addition of interest and reduced for the lease payments

made. In addition, the carrying amount of lease liabilities is remeasured

if there is a modification, a change in the lease term, a change in lease

payments (eg changes to future payments resulting from a change in an

index or rate used to determine such lease payments) or a change in the

assessment of an option to purchase the underlying asset. The Group’s

lease liabilities are included in interest-bearing loans and borrowings. Refer

to note 26 for details.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its

short-term leases of plant, machinery and vehicles (ie those leases that

have a lease term of 12 months or less from the commencement date and

do not contain a purchase option). It also applies the lease of low-value

assets recognition exemption to leases of office equipment that are

considered of low asset value (below £3,000). Lease payments on short-

term leases and leases of low-value assets are recognised as an expense

on a straight-line basis over the lease term.

Business combinations

Business combinations are accounted for using the acquisition method

as at the acquisition date, which is the date on which control is transferred

to the Group. Control is the power to govern the financial and operating

policies of an entity so as to obtain benefits from its activities. In assessing

control, the Group takes into consideration potential voting rights that

currently are exercisable. The cost of an acquisition is measured as the

aggregate of the consideration transferred, which is measured at the

fair value at the acquisition date. Acquisition-related costs are expensed

as incurred and included in administrative expenses. Identifiable assets

acquired, and liabilities and contingent liabilities assumed, in a business

combination are measured initially at their fair values at the acquisition

date. The excess of cost of an acquisition over the fair value of the Group’s

share of the identifiable net assets acquired, including assets identified as

intangibles on acquisition, is recorded as goodwill.

The results of subsidiaries which have been disposed are included up to the

effective date of disposal.

Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of

the consideration transferred. After initial recognition, goodwill is measured

at cost less any accumulated impairment losses. Goodwill is reviewed

for impairment annually and whenever there is an indication that the

goodwill may be impaired in accordance with IAS 36, any impairment

losses are recognised immediately in the income statement.

Goodwill arising prior to 1 January 1998 was taken directly to equity in

the year in which it arose. Such goodwill has not been reinstated on the

balance sheet. For the purpose of impairment testing, goodwill acquired

in a business combination is, from the acquisition date, allocated to each

of the Group’s cash-generating units (CGUs) that are expected to benefit

from the combination, irrespective of whether other assets or liabilities of

the acquiree are assigned to those units.

Where goodwill has been allocated to a CGU and part of the operation

within that unit is disposed of, the goodwill associated with the disposed

operation is included in the carrying amount of the operation when

determining the gain or loss on disposal. Goodwill disposed in these

circumstances is measured based on the relative values of the disposed

operation and the portion of the CGU retained.

2 Material accounting policy information continued

Summary of material accounting policy information continued

Revenue from construction contracts continued

Revenue attributed to each performance obligation is recognised based on

either the input or the output method. The output method is the Group’s

default revenue recognition approach. The input method is generally used

for longer-term, more complex contracts. These methods best reflect the

transfer of benefits to the customer.

• Output method: revenue is recognised on the direct measurement of

progress based on output, such as units of production relative to the

total number of contracted production units.

• Input method: revenue is recognised on the percentage of completion

with reference to cost. The percentage of completion is calculated

based on the costs incurred to date as a percentage of the total

costs expected to satisfy the performance obligation. Estimates

of revenues, costs or extent of progress towards completion are

revised if circumstances change. Any resulting increases or decreases

in estimated revenues or costs are reflected in the percentage of

completion calculation in the period in which the circumstances that

give rise to the revision become known.

Where the Group becomes aware that a loss may arise on a contract, and

that loss is probable, full provision is made in the consolidated balance sheet

based on the estimated unavoidable costs of meeting the obligations of

the contract, where these exceed the economic benefits expected to be

received. The unavoidable costs under a contract reflect the least net cost of

exiting from the contract, which is the lower of the cost of fulfilling it and any

compensation or penalties arising from failure to fulfil it.

Incremental bid/tender costs and fulfilment costs are not material to the

overall contract and are expensed as incurred.

Any revenues recognised in excess of billings are recognised as contract

assets within trade and other receivables. Any payments received in excess

of revenue recognised are recognised as contract liabilities within trade and

other payables.

Revenue from the sale of goods and services

The Group’s revenue recognised from the sale of goods and services

primarily relates to certain parts of the North America business. These

contracts typically have a single performance obligation, or a series of

distinct performance obligations that are substantially the same. There

are typically two types of contract:

• Delivery of goods: revenue for such contracts is recognised at a point

in time, on delivery of the goods to the customer.

• Delivery of goods with installation and/or post-delivery services:

revenue for these contracts is recognised at a point in time by reference

to the date on which the goods are installed and/or accepted by the

customer.

Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount

expected to be recovered from or paid to the taxation authorities. The tax

rates and tax laws used to compute the amount are those that are enacted

or substantively enacted at the reporting date in the countries where the

Group operates and generates taxable income. Current income tax relating

to items recognised directly in equity is recognised in equity and not in the

consolidated income statement.

The Group provides for future liabilities in respect of uncertain tax

positions where additional tax may become payable in future periods. Such

provisions are based on management’s best judgement of the probability

of the outcome in reaching agreement with the relevant tax authorities. For

further information refer to note 12.

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Assets held for sale

Assets are classified as held for sale if their carrying amount will be

recovered by sale rather than by continuing use in the business. Assets

held for sale are measured at the lower of their carrying amount and fair

value less costs to sell, with reference to comparable market transactions.

Assets that are classified as held for sale are not depreciated.

Financial instruments

Financial assets and financial liabilities are recognised in the Group’s

balance sheet when the Group becomes a party to the contractual

provisions of the instrument. The principal financial assets and liabilities

of the Group are as follows:

(a) Trade receivables and trade payables

Trade receivables are initially recorded at fair value and subsequently

measured at cost and reduced by allowances for estimated irrecoverable

amounts.

Trade receivables and contract assets are stated net of expected credit

losses (ECLs). At each reporting date, the Group evaluates the estimated

recoverability of trade receivables and contract assets and records

allowances for ECLs based on experience.

The Group applies the simplified approach to measurement of ECLs in

respect of trade receivables, which requires expected lifetime losses to

be recognised from initial recognition of the receivable. Immediately after

an individual trade receivable or contract asset is assessed to be unlikely

to be recovered, an impairment is recognised as the difference between

the carrying amount of the receivable and the present value of estimated

future cash flows. Customer specific factors are considered when

identifying impairments, which can include the geographic location and

credit rating of a customer.

Where there are no specific concerns over recovery, other than the

increasing age of a trade receivable or contract asset balance past payment

terms, the Group uses a provision matrix, where provision rates are based

on days past due. The provision matrix used reflects estimates based on

past experience, current economic factors and consideration of forward-

looking estimates of economic conditions. Generally, trade receivables

are written-off completely if past due for more than 180 days. Default is

defined as the point where there is no further legal address available for the

Group to recover the receivable amount.

The information about the ECLs on the Group’s trade receivables and

contract assets is disclosed in note 20.

Trade payables that are not interest bearing are initially recognised at fair

value and carried at amortised cost.

(b) Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank

and on hand and short-term deposits with a maturity of three months

or less. For the purpose of the consolidated statement of cash flows,

cash and cash equivalents consist of cash and short-term deposits, as

defined above, net of outstanding bank overdrafts as they are considered

an integral part of the Group’s cash management. Bank overdrafts are

included within financial liabilities in current liabilities in the balance sheet.

Interest-bearing bank and other borrowings are recorded at the fair value

of the proceeds received, net of direct issue costs. Subsequent to initial

recognition, borrowings are stated at amortised cost, where applicable.

Bank or other borrowings are derecognised when the obligation under the

liability is discharged, cancelled or expires. When an existing financial liability

is replaced by another from the same lender on substantially different

terms, or the terms of an existing liability are substantially modified, such

an exchange or modification is treated as the derecognition of the original

liability and the recognition of a new liability. The difference in the respective

carrying amounts is recognised in the consolidated income statement.

2 Material accounting policy information continued

Summary of material accounting policy information continued

Other intangible assets

Intangible assets, other than goodwill, include purchased licences, software

(including internally generated software), customer relationships, customer

contracts and trade names. Intangible assets are capitalised at cost and

amortised on a straight-line basis over their useful economic lives from the

date that they are available for use and are stated at cost less accumulated

amortisation and impairment losses. The estimated useful economic lives

are as follows:

Licences	1 to 4 years
Software	3 to 7 years
Patents	2 to 7 years
Customer relationships	5 to 7 years
Customer contracts	1 to 2 years
Trade names	5 to 7 years

Software-as-a-service arrangements (SaaS)

The Group’s current SaaS arrangements are arrangements in which the

Group does not control the underlying software used in the arrangement.

Software development costs incurred to configure or customise

application software provided under a cloud computing arrangement and

associated fees are recognised as operating expenses as and when the

services are received where the costs represent a distinct service provided

to the Group.

When such costs incurred do not provide a distinct service, the costs

are recognised as expenses over the duration of the SaaS contract. The

Group capitalises other software costs when the requirements of IAS 38

‘Intangible Assets’ are satisfied, including configuration and customisation

costs which are distinct and within the control of the Group. Such software

costs are capitalised and carried at cost less any accumulated amortisation

and impairment, and amortised on a straight-line basis over the period

which the developed software is expected to be used.

Amortisation commences when the development is complete and the

asset is available for use and is included in the operating costs item of the

consolidated income statement. The amortisation is reviewed at least at

the end of each reporting period and any changes are treated as changes

in accounting estimates.

Impairment of assets excluding goodwill

The carrying values of property, plant and equipment, right-of-use

assets and other intangibles are reviewed for impairment when events

or changes in circumstances indicate the carrying value may be impaired.

If any such indication exists, the recoverable amount, being the lower

of their carrying amount and fair value less costs to sell, of the asset is

estimated in order to determine the extent of impairment loss.

Capital work in progress

Capital work in progress represents expenditure on property, plant and

equipment in the course of construction. Transfers are made to other

property, plant and equipment categories when the assets are available

for use.

Inventories

Inventories are measured at the lower of cost and estimated net realisable

value with allowance made for obsolete or slow-moving items.

Cost comprises direct materials and, where applicable, direct labour costs

and those overheads that have been incurred in bringing the inventories to

their present location and condition.

Write-downs to net realisable value are made for slow-moving, damaged

or obsolete items based on evaluations made at the local level by

reference to frequency of stock turnover or specific factors affecting

the items concerned.

Provisions

Provisions have been made for employee-related liabilities, restructuring

commitments, onerous contracts, insured liabilities and legal claims,

and other property-related commitments. These are recognised as

management’s best estimate of the expenditure required to settle the

Group’s liability at the reporting date.

A provision is recognised in the balance sheet when the Group has a

present legal or constructive obligation as a result of a past event and

where it is probable that an outflow will be required to settle the obligation

and the amount of the obligation can be estimated reliably. If the effect is

material, expected future cash flows are discounted using a current pre-tax

rate that reflects, where appropriate, the risks specific to the liability. Where

discounting is used, the increase in the provision due to unwinding the

discount is recognised as a finance cost. Details of provisions are set out

in note 24.

Provisions for insured liabilities and legal claims include the full estimated

value of the liability. Any related insurance reimbursement asset that is

virtually certain to be received is separately presented gross within trade

and other receivables or other non-current assets on the consolidated

balance sheet.

Contingent liabilities

Contingent liabilities are possible obligations of the Group of which the

timing and amount are subject to significant uncertainty. Contingent

liabilities are not recognised in the consolidated balance sheet, unless

they are assumed by the Group as part of a business combination. They

are however disclosed, unless they are considered to be remote. If a

contingent liability becomes probable and the amount can be reliably

measured it is no longer treated as contingent and recognised as a liability

on the balance sheet.

Contingent assets

Contingent assets are possible assets of the Group of which the timing

and amount are subject to significant uncertainty. Contingent assets

are not recognised in the consolidated balance sheet. They are however

disclosed, when they are considered to be probable. A contingent asset

is recognised in the financial statements when the inflow of economic

benefits is virtually certain.

Share-based payments

The Group operates a number of equity-settled executive and employee

share plans. For all grants of share options and awards, the fair value of the

employee services received in exchange for the grant of share options

is recognised as an expense, calculated using appropriate option pricing

models. The total amount to be expensed over the vesting period is

determined by reference to the fair value of the options granted, excluding

the impact of any non-market vesting conditions, with a corresponding

increase in retained earnings. The charge is adjusted to reflect expected

actual levels of options vesting due to non-market conditions.

Shares purchased and held in trust in connection with the Group’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.

Segmental reporting

During the year the Group comprised three geographical divisions which

have only one major product or service: specialist geotechnical services.

North America; Europe and Middle East; and Asia-Pacific continue to

be managed as separate geographical divisions. This is reflected in the

Group’s management structure and in the segment information reviewed

by the Chief Operating Decision Maker.

Dividends

Interim dividends are recorded in the Group’s consolidated financial

statements when paid. Final dividends are recorded in the Group’s

consolidated financial statements in the period in which they receive

shareholder approval.

Financial assets and financial liabilities are offset and the net amount

is reported in the consolidated balance sheet if there is a currently

enforceable legal right to offset the recognised amounts and there is an

intention to settle on a net basis, ie to realise the assets and settle the

liabilities simultaneously.

(d) Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to manage interest rate

risk and to hedge fluctuations in foreign currencies in accordance with its

risk management policy. In cases where these derivative instruments are

significant, hedge accounting is applied as described below. The Group

does not use derivative financial instruments for speculative purposes.

Derivatives are initially recognised in the balance sheet at fair value on

the date the derivative contract is entered into and are subsequently

remeasured at reporting periods to their fair values. Derivatives are carried

as financial assets when the fair value is positive and as financial liabilities

when the fair value is negative.

Changes in the fair value of the effective portion of derivatives that are

designated and qualify as cash flow hedges are recognised in other

comprehensive income (OCI). Changes in the fair value of the ineffective

portion of cash flow hedges are recognised in the income statement.

Amounts originally recognised in OCI are transferred to the income

statement when the underlying transaction occurs or if the transaction

results in the recognition of a non-financial asset or liability, the amount

accumulated in equity is included in the initial cost or carrying amount of

the hedged asset or liability.

Changes in the fair value of derivative financial instruments that do not

qualify for hedge accounting are recognised in the income statement as

they arise.

Hedge accounting is discontinued when the hedging instrument expires

or is sold, terminated, or exercised, or no longer qualifies for hedge

accounting. At that time, any cumulative gain or loss on the hedging

instrument recognised in OCI is retained in equity until the hedged

transaction occurs. If a hedged transaction is no longer expected to occur,

the net cumulative gain or loss recognised in OCI is transferred to the

income statement in the period.

For the purpose of hedge accounting, hedges are classified as:

• Cash flow hedges when hedging the exposure or variability in cash

flows that is either attributable to a particular risk associated with a

recognised asset or liability or a highly probable transaction.

• Fair value hedges when hedging the exposure to changes in the fair

value of a recognised asset or liability.

• Hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group formally designates

and documents the hedge relationship to which it wishes to apply

hedge accounting and the risk management objective and strategy for

undertaking the hedge. The documentation includes identification of the

hedging instrument, the hedged item, the nature of the risk being hedged

and how the Group will assess whether the hedging relationship meets

the hedge effectiveness requirements (including the analysis of sources of

hedge ineffectiveness and how the hedge ratio is determined). A hedging

relationship qualifies for hedge accounting if it meets all of the following

effectiveness requirements:

• There is ‘an economic relationship’ between the hedged item and the

hedging instrument.

• The effect of credit risk does not ‘dominate the value changes’ that

result from that economic relationship.

• The hedge ratio of the hedging relationship is the same as that resulting

from the quantity of the hedged item that the Group actually hedges

and the quantity of the hedging instrument that the Group actually

uses to hedge that quantity of hedged item.

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However, due to the level of uncertainty and timing across a large portfolio

of contracts, which will be at different stages of their contract life, it is not

practical to provide a quantitative analysis of the aggregated judgements

that are applied at a portfolio level. The estimated costs to complete

are management’s best estimate at this point in time and no individual

estimate or judgement is expected to have a materially different outcome.

In the case of loss-making contracts, a full provision is made based on the

estimated unavoidable costs of meeting the obligations of the contract,

where these exceed the economic benefits expected to be received.

The process for estimating the total cost to complete is the same as for in-

progress profitable contracts, and will include management’s best estimate

of all labour, equipment and materials costs required to complete the

contracted work. All cost to complete estimates involve judgement over

the likely future cost of labour, equipment and materials and the impact

of inflation is included if material. The amount included within provisions

in respect of contract provisions is £72.9m (2024: £66.3m), this includes

other contract-related provisions as well as onerous contract provisions.

As stated in the revenue recognition accounting policy, variable

consideration is assessed on a contract-by-contract basis, according to

the terms, facts and circumstances of the project. Variable consideration

is recognised only to the extent that it is highly probable that there will not

be a significant reversal; management judgement is required in order to

determine when variable consideration is highly probable. Uncertainty over

whether a project will be completed or not can mean that it is appropriate

to treat the contracted revenue as variable consideration.

Non-underlying items

Non-underlying items are disclosed separately in the financial statements

where it is necessary to do so to provide further understanding of the

financial performance of the Group. They are items which are exceptional

by their size and/or are non-trading in nature, including amortisation

of acquired intangibles, goodwill impairment, restructuring costs and

other non-trading amounts, including those relating to acquisitions and

disposals. Tax arising on these items, including movement in deferred tax

assets arising from non-underlying provisions, is also classified as a non-

underlying item.

The Group exercises judgement in assessing whether restructuring items

and the ERP implementation costs should be classified as non-underlying.

This assessment covers the nature of the item, cause of the occurrence

and scale of impact of that item on the reported performance. Typically,

management will categorise restructuring costs incurred to exit a specific

geography as non-underlying, in addition restructuring programmes which

are incremental to normal operations undertaken to add value to the

business are included in non-underlying items. The value of exceptional

restructuring costs in 2025 (£0.9m) is lower than in 2024 (£4.3m), due to

the higher spend on the finance transformation project in the prior year.

ERP implementation costs are categorised as non-underlying due to

the scale and length of the project. The nature of the project and costs

incurred are reviewed on a regular basis to assess the appropriateness of

the classification as a non-underlying cost.

Carrying value of goodwill

The Group tests annually whether goodwill has suffered any impairment

in accordance with the accounting policy set out above. Impairment exists

when the carrying value of an asset or cash-generating unit exceeds

its recoverable amount, which is the higher of its fair value less costs

of disposal and its value-in-use. The fair value less costs of disposal

calculation is based on available market data for transactions conducted

at arm’s length, for similar assets or observable market prices less

incremental costs of disposing of the asset. The Group estimates the

recoverable amount based on value-in-use calculations. The value-in-use

calculation is based on a discounted cash flow (DCF) model. The cash flows

are derived from the relevant budget and forecasts for the next three years,

including a terminal value assumption. The recoverable amount is sensitive

to the discount rate used for the DCF model as well as the expected future

cash inflows and growth rates assumed within the calculation.

2 Material accounting policy information continued

Significant accounting judgements, estimates and assumptions

The preparation of the Group’s consolidated financial statements

in conformity with IFRS requires management to make judgements,

estimates and assumptions that affect the application of policies,

reported amounts of assets and liabilities, revenue and expenses and the

accompanying disclosures, and the disclosure of contingent liabilities.

The estimates are based on historical experience and various other factors

that are believed to be reasonable under the circumstances, the results

of which form the basis of making the judgements about carrying values

of assets and liabilities that are not readily apparent from other sources.

Uncertainty about these assumptions and estimates could result in

outcomes that require a material adjustment to the carrying amount of

assets or liabilities affected in future periods. Actual results may also differ

from these estimates.

The estimates are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised

if the revision affects only that and prior periods, or in the period of

the revision and future periods if the revision affects both current and

future periods.

The key assumptions concerning the future and other key sources of

estimation uncertainty at the reporting date, that have a significant risk

of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year, are described below. The Group

based its assumptions and estimates on parameters available when the

consolidated financial statements were prepared. Existing circumstances

and assumptions about future developments, however, may change due to

market changes or circumstances arising that are beyond the control of the

Group. Such changes are reflected in the assumptions when they occur.

Construction contracts

The Group’s approach to key estimates and judgements relating to

construction contracts is set out in the revenue recognition policy. In the

Group consolidated balance sheet this impacts contract assets, contract

liabilities and contract provisions (refer to notes 4 and 24).

As described in the policy, the default revenue recognition approach is the

output method. When revenue is recognised based on the output method,

there is little judgement involved in accounting for construction contracts

as the amount of revenue that has not been certified/accepted by the

client is typically small and is usually based on volumes achieved at agreed

rates. These contracts can still be subject to claims and variations resulting

in an adjustment to the revenue recognised.

When revenue is recognised based on the input (cost) method, the main

factors considered when making estimates and judgements include the

cost of the work required to complete the contract in order to estimate

the percentage completion, and the outcome of claims raised against the

Group by customers or third parties. The Group performed around 5,500

contracts during 2025, at an average revenue of approximately £560,000

and a typical range of between £25,000 and £10m in value. The majority of

contracts were completed in the year and therefore there are no estimates

involved in accounting for these. For contracts that are not complete

at year end and revenue is recognised on the input method, the Group

estimates the total costs to complete in order to measure progress and

therefore how much revenue to recognise, which may impact the contract

asset or liability recorded in the balance sheet. The actual total costs

incurred on these contracts will differ from the estimate at 31 December

and it is reasonably possible that outcomes on these contracts within the

next year could be materially different in aggregate to those estimated.

Total contract assets are £119.6m and contract liabilities are £98.3m at

31 December 2025.

In 2025, management noted sensitivity in the headroom available for Keller Canada. The DCF for the CGU is sensitive to the future successful execution

of business plans to consistently meet forecasted margins. Refer to note 15 for further information.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses and other timing differences to the extent that it is probable that future taxable profits will

be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets

that can be recognised, based upon the likely timing and the level of future taxable profits (based on the same Board-approved information to support

the going concern and goodwill impairment assessments). The Group uses judgement in assessing the recoverability of deferred tax assets, for which

the significant assumption is forecast taxable profits. A 10% shortfall in expected profits would have a proportional impact on the value of the deferred

tax assets recoverable. Deferred tax assets recognised on unused tax losses were £10.1m at 31 December 2025 (2024: £13.1m). Refer to note 12 for

further information.

Insurance and legal provisions

The recognition of provisions for insurance and legal disputes is subject to a significant degree of estimation. In making its estimates, management seek

specialist input from legal advisers and the Group’s insurance claims handler to estimate the most likely legal outcome. Provisions are reviewed regularly

and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on

the outcome of court proceedings and settlement negotiations or if investigations bring to light new facts. Refer to note 24 for further information.

3 Segmental analysis

During the year the Group was managed as three geographical divisions and has only one major product or service: specialist geotechnical services.

This is reflected in the Group’s management structure and in the segment information reviewed by the Chief Operating Decision Maker.

	2025		2024
	Revenue	Operating profit	Revenue	Operating profit
	£m	£m	£m	£m
North America	1,815.7	166.2	1,785.8	190.0
Europe and Middle East	873.4	38.8	835.1	7.9
Asia-Pacific	398.2	30.6	365.8	28.7
	3,087.3	235.6	2,986.7	226.6
Central items	–	(17.4)	–	(14.0)
Underlying	3,087.3	218.2	2,986.7	212.6
Non-underlying items (note 9)	–	(10.9)	–	(7.5)
	3,087.3	207.3	2,986.7	205.1

			2025
	Segment	Segment	Capital	Capital	Depreciation 2	Tangible 3 and
	assets	liabilities	employed	additions	and amortisation	intangible assets
	£m	£m	£m	£m	£m	£m
North America	926.6	(349.4)	577.2	45.9	56.0	323.4
Europe and Middle East	417.5	(294.5)	123.0	29.6	38.7	164.0
Asia-Pacific	160.4	(114.6)	45.8	14.9	13.3	68.9
	1,504.5	(758.5)	746.0	90.4	108.0	556.3
Central items 1	323.9	(425.7)	(101.8)	–	1.1	3.4
	1,828.4	(1,184.2)	644.2	90.4	109.1	559.7

			2024
	Segment	Segment	Capital	Capital	Depreciation 2	Tangible 3 and
	assets	liabilities	employed	additions	and amortisation	intangible assets
	£m	£m	£m	£m	£m	£m
North America	974.7	(357.7)	617.0	46.3	56.8	348.3
Europe and Middle East	380.4	(282.8)	97.6	28.2	36.2	151.8
Asia-Pacific	153.0	(100.5)	52.5	13.9	13.7	68.4
	1,508.1	(741.0)	767.1	88.4	106.7	568.5
Central items 1	282.6	(453.0)	(170.4)	–	2.1	4.1
	1,790.7	(1,194.0)	596.7	88.4	108.8	572.6

1 Central items include net debt and tax balances, which are managed by the Group.

2 Depreciation and amortisation excludes amortisation of acquired intangible assets.

3 Tangible and intangible assets comprise goodwill, intangible assets and property, plant and equipment.

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3 Segmental analysis continued

Revenue analysed by country:

	2025	2024
	£m	£m
United States	1,664.4	1,612.5
Australia	286.5	246.4
Canada	156.8	171.7
Germany	150.7	168.9
Poland	98.3	101.3
United Kingdom	84.4	97.5
India	82.3	78.2
Other	563.9	510.2
	3,087.3	2,986.7

Non-current assets

analysed by country:

	2025	2024
	£m	£m
United States	380.0	349.0
Germany	57.4	51.4
Australia	51.3	52.9
Canada	39.3	37.5
Austria	31.0	30.0
Other	128.2	144.9
	687. 2	665.7

1 Excluding deferred tax assets.

4 Revenue

The Group’s revenue is derived from contracts with customers. In the following table, revenue is disaggregated by primary geographical market, being the

Group’s operating segments (see note 3) and timing of revenue recognition:

		2025			2024
	Revenue	Revenue		Revenue	Revenue
	recognised on	recognised on		recognised on	recognised on
	performance	performance		performance	performance
	obligations	obligations		obligations	obligations
	satisfied over	satisfied at a	Tot al	satisfied over	satisfied at a	Tot al
	time	point in time	revenue	time	point in time	revenue
	£m	£m	£m	£m	£m	£m
North America	1,530.9	284.8	1,815.7	1,457.5	328.3	1,785.8
Europe and Middle East	873.4	–	873.4	835.1	–	835.1
Asia-Pacific	398.2	–	398.2	365.8	–	365.8
	2,802.5	284.8	3,087.3	2,658.4	328.3	2,986.7

The final contract value will not always have been agreed at the year end. The contract value, and therefore revenue allocated to a performance obligation,

may change subsequent to the year end as variations and claims are agreed with the customer. The amount of revenue recognised in 2025 from

performance obligations satisfied in previous periods is £10.3m (2024: £24.9m).

The Group’s order book comprises the unexecuted elements of orders on contracts that have been awarded. Where a contract is subject to variations,

only secured variations are included in the reported order book. As at 31 December 2025, the total order book is £1,541.7m (2024: £1,610.0m).

The order book for contracts with a total duration over one year is £559.7m (2024: £578.3m). Revenue on these contracts is expected to be recognised

as follows:

	2025	2024
	£m	£m
Less than one year	395.5	421.9
One to two years	156.8	130.5
More than two years	7.4	25.9
	559.7	578.3

The following table provides information about trade receivables, contract assets and contract liabilities arising from contracts with customers:

	2025	2024
	£m	£m
Trade receivables	548.3	575.1
Contract assets	119.6	119.2
Contract liabilities	(98.3)	(115.2)

Trade receivables include invoiced amounts for retentions, which are balances typically payable at the end of a construction project, when all contractual

performance obligations have been met, and are therefore received over a longer period of time. Included in the trade receivables balance is £103.5m

(2024: £137.7m) in respect of retentions anticipated to be receivable within one year. Included in non-current other assets is £76.1m (2024: £33.7m)

anticipated to be receivable in more than one year. All contract assets and liabilities are current.

Significant changes in the contract assets and liabilities during the year are as follows:

		2025		2024
	Contract assets	Contract liabilities	Contract assets	Contract liabilities
	£m	£m	£m	£m
As at 1 January	119.2	(115.2)	90.9	(90.9)
Revenue recognised in the current year	1,100.3	1,075.6	1,091.3	930.8
Disposed with businesses	–	–	(1.3)	0.9
Amounts transferred to trade receivables	(1,096.0)	–	(1,059.9)	–
Cash received/invoices raised for performance
obligations not yet satisfied	–	(1,062.6)	–	(956.8)
Exchange movements	(3.9)	3.9	(1.8)	0.8
As at 31 December	119.6	(98.3)	119.2	(115.2)

5 Acquisitions and disposals

Acquisitions

There were no material acquisitions during the year to 31 December 2025 or during the year to 31 December 2024.

Disposals

There were no disposals during the year to 31 December 2025.

On 28 June 2024, the Group disposed of its South African operation, being 100% of the issued share capital of Keller Geotechnics SA (Pty) Ltd, for a cash

consideration received of £2.4m (ZAR56m). A non-underlying loss on disposal of £0.8m (ZAR19m) was recognised. The business disposal cash outflow of

£2.6m related to the £5.0m disposal of the cash held by the South African subsidiary on the disposal date of 28 June 2024 less the sale proceeds of £2.4m.

6 Operating costs

		2025	2024
	Note	£m	£m
Raw materials and consumables		855.6	834.7
Staff costs	8	830.4	790.1
Other operating charges		833.5	839.6
Amortisation of intangible assets	15	0.1	0.1
Expenses relating to short-term leases and leases of low-value assets		246.5	202.2
Depreciation:
Owned property, plant and equipment	16a	77.3	78.8
Right-of-use assets	16b	31.7	29.9
Underlying operating costs		2,875.1	2,775.4
Non-underlying items	9	10.8	10.6
Statutory operating costs		2,885.9	2,786.0
Other operating charges include:
Fees payable to the company’s auditor for the audit of the company’s Annual Report and Accounts		1.5	1.5
Fees payable to the company’s auditor for other services:
The audit of the company’s subsidiaries, pursuant to legislation		2.2	2.1
Other assurance services		0.2	0.1

Underlying other operating income relates to profit on sale of property, plant and equipment of £4.7m (2024: £12.8m). Non-underlying other operating

income is discussed in note 9.

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Non-underlying items in operating costs

ERP implementation costs

The Group is continuing the strategic project to implement a new cloud computing enterprise resource planning (ERP) system across the Group. Due to

the size, nature and incidence of the relevant costs expected to be incurred, the costs are presented as a non-underlying item, as they are not reflective

of the underlying performance of the Group. The phased rollout of the ERP is planned to start in 2026. Non-underlying ERP costs of £9.9m (2024: £4.0m)

include only costs relating directly to the implementation, including external consultancy costs and the cost of the dedicated implementation team. Non-

underlying costs does not include operational post-deployment costs such as licence costs for businesses that have transitioned.

Exceptional restructuring costs

Exceptional restructuring costs comprises £0.9m (2024: £4.3m) in respect of the Group’s finance transformation project, which has moved certain finance

activities into internal shared service centres. This is a Group-wide strategic project. The costs for the year mainly comprise planning activities for the

North America division. We anticipate incurring further costs for the North America division in 2026. Non-underlying costs does not include operational

post-implementation running costs for the shared service centres. In 2024, the costs comprised headcount restructuring and one-off set-up costs for

the shared service centres for the EME and APAC divisions.

The Group exercises judgement in assessing whether restructuring items should be classified as non-underlying. This assessment covers the nature

of the item, cause of the occurrence and scale of impact of that item on the reported performance. Typically, management will categorise restructuring

costs incurred to exit a specific geography as non-underlying, in addition restructuring programmes which are incremental to normal operations

undertaken to add value to the business are included in non-underlying items. The value of exceptional restructuring costs in 2025 (£0.9m) is lower than

in 2024 (£4.3m).

Claims related to closed businesses

The cost incurred for the prior period of £1.5m reflected increased provisions for customer claims for businesses no longer operating.

Loss on disposal of operations

As explained in note 5, the Group disposed of its South African operation in the prior period, recognising a loss on disposal of £0.8m.

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets of £1.6m relates to the amortisation charge on assets acquired in the RECON acquisition. The amortisation of

acquired intangible assets in 2024 of £3.3m related to the amortisation charge on assets acquired in the RECON, GKM, Moretrench and NWF acquisitions.

Non-underlying items in other operating income

Change in fair value of contingent consideration payable

Non-underlying other operating income of £1.3m (2024: £6.4m) arises from a change in fair value of the contingent consideration related to the non-

controlling interest transaction to acquire 35% of Keller Company Limited (formerly Keller Turki Company Limited). Refer to note 26 for further detail.

Contingent consideration received on disposal of operations

The first instalment of contingent consideration of £0.2m in respect of the South African business disposal in 2024 was received in the year.

Non-underlying taxation

Refer to note 12 for details of the non-underlying tax items.

10 Finance income

	2025	2024
	£m	£m
Bank and other interest receivable	4.0	6.1
Net pension interest income	0.2	0.2
Other finance income	0.3	0.3
Underlying finance income	4.5	6.6
Total finance income	4.5	6.6

7 Net impairment loss on trade receivables and contract assets

The net impairment loss on trade receivables and contract assets is made up of movements in the allowance for expected credit losses of trade

receivables and contract assets as follows:

	2025	2024
	£m	£m
Additional provisions	(16.1)	(21.0)
Unused amounts reversed	16.6	9.0
Net impairment profit/(loss)	0.5	(12.0)

Further information on the Group’s allowance for expected credit losses of trade receivables and contract assets and on the Group’s expected credit loss

rates for the 2024 and 2025 financial years can be found in note 20 Trade and other receivables.

8 Employees

The aggregate staff costs of the Group were:

	2025	2024
	£m	£m
Wages and salaries	730.2	697.4
Social security costs	76.1	71.0
Other pension costs	19.2	17.5
Share-based payments	4.9	4.2
	830.4	790.1

These costs include Directors’ remuneration. Fees payable to Non-executive Directors totalled £0.7m (2024: £0.6m).

The average number of staff, including Directors, employed by the Group during the year was:

	2025	2024
	Number	Number
North America	4,786	4,542
Europe and Middle East	3,547	3,403
Asia-Pacific	1,531	1,441
	9,864	9,386

9 Non-underlying items

Non-underlying items include items which are exceptional by their size and/or are non-trading in nature, including amortisation of acquired intangibles,

goodwill impairment, restructuring costs and other non-trading amounts, including those relating to acquisitions and disposals. Tax arising on these items,

including movement in deferred tax assets arising from non-underlying provisions, is also classified as a non-underlying item. These are detailed in the

table below.

As underlying results include the benefits of restructuring programmes and acquisitions but exclude significant costs (such as major restructuring costs and

the amortisation of acquired intangible assets) they should not be regarded as a complete picture of the Group’s financial performance, which is presented

in its total statutory results. The exclusion of non-underlying items may result in underlying earnings being materially higher or lower than total statutory

earnings. In particular, when significant impairments and restructuring charges are excluded, underlying earnings will be higher than total statutory earnings.

	2025	2024
	£m	£m
ERP implementation costs	9.9	4.0
Exceptional restructuring costs	0.9	4.3
Claims related to closed businesses	–	1.5
Loss on disposal of operations	–	0.8
Non-underlying items in operating costs	10.8	10.6
Amortisation of acquired intangible assets	1.6	3.3
Change in fair value of contingent consideration payable	(1.3)	(6.4)
Contingent consideration received on disposal of operations	(0.2)	–
Non-underlying items in other operating income	(1.5)	(6.4)
Total non-underlying items in operating profit and before taxation	10.9	7.5
Taxation	(1.9)	(2.7)
Total non-underlying items after taxation	9.0	4.8

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Notes to the consolidated financial statements continued

The UK government enacted Finance (No 2) Act 2023 on 11 July 2023, which includes the Pillar Two legislation introducing a multinational top up tax

and a domestic minimum top up tax in line with the minimum 15% rate in the OECD’s Pillar Two rules. The rules applied to the Group from the beginning

of the financial year commencing on 1 January 2024. The UK legislation has also adopted the OECD’s transitional Pillar Two safe harbour rules which, if

applicable, will deem the top up tax for a jurisdiction to be nil based on available Country-by-Country Reporting data.

The Group has performed an assessment of the potential exposure to Pillar Two top-up taxes, based on the Country-by-Country Reporting data for

2025 for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group

operates are above 15%. There are however a limited number of jurisdictions where the transitional safe harbour relief may not apply and appropriate

provision has been made for resultant top up taxes. The Group does not expect a material exposure to Pillar Two top up taxes for these jurisdictions.

The Group has applied the exemption in the amendments to IAS 12 (issued in May 2023) and has neither recognised nor disclosed information about

deferred tax assets or liabilities relating to Pillar Two income taxes.

The following are the major deferred tax liabilities and assets recognised by the Group and the movements during the current and prior reporting periods:

				Other
	Unused	Accelerated	Retirement	employee-		Other 1
	tax	capital	benefit	related	Bad	temporary
	losses	allowances	obligations	liabilities	debts	differences	Tot al
	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	10.7	1.0	2.3	12.4	7.0	(4.4)	29.0
Credit/(charge) to the income statement	2.5	21.2	(0.3)	(5.6)	4.5	0.5	22.8
Charge to other comprehensive income	–	–	(0.1)	–	–	–	(0.1)
Exchange movements	(0.1)	1.2	(0.1)	(0.1)	0.1	(0.2)	0.8
Other reallocations/transfers	–	(0.4)	–	–	–	–	(0.4)
At 31 December 2024	13.1	23.0	1.8	6.7	11.6	(4.1)	52.1
Credit/(charge) to the income statement	(1.6)	(18.8)	(1.1)	2.5	(0.4)	5.2	(14.2)
Credit to retained earnings	–	–	–	0.7	–	–	0.7
Exchange movements	(1.4)	(1.4)	0.2	(0.5)	(0.7)	(0.4)	(4.2)
At 31 December 2025	10.1	2.8	0.9	9.4	10.5	0.7	34.4

1 Other temporary differences are mainly in respect of intangible assets and contract provisions.

The movement from a net deferred tax asset of £52.1m at 31 December 2024 to £34.4m at 31 December 2025 is largely as a result of the change in tax

treatment of R&D expenditure for US tax purposes. As the R&D expenditure is no longer deferred for tax purposes and amortised over five years, whilst

the previously accrued expenditure continues to be amortised, the net deferred tax asset is being reduced.

The following is the analysis of the deferred tax balances:

	2025	2024
	£m	£m
Deferred tax assets	43.8	61.5
Deferred tax liabilities	(9.4)	(9.4)
	34.4	52.1

Deferred tax assets include amounts of £43.8m (2024: £61.5m) where recovery is based on forecasts of future taxable profits that are expected to be

available to offset the reversal of the associated temporary differences. The deferred tax assets arise in the US (£34m), Australia (£5m), Canada (£2.9m)

and India (£1.9m), with only the assets recognised in Canada being partially in relation to tax losses carried forward. The amount of profits in each territory

which are necessary to be realised over the forecast period to support these assets are £130m, £17m, £11m, and £7.5m respectively. Canadian tax

rules currently allow tax losses to be carried forward up to 20 years. The recovery of deferred tax assets has been assessed by reviewing the likely timing

and level of future taxable profits. The period assessed for recovery of assets is appropriate for each territory having regard to the specific facts and

circumstances and the probability of achieving forecast profitability. A 10% shortfall in expected profits would have a proportional impact on the value of

the deferred tax assets recoverable.

At the balance sheet date, the Group had unused tax losses of £114.3m (2024: £101.7m), mainly arising in Canada, Spain, France, Saudi Arabia, Malaysia

and the UK, available for offset against future profits, on which no deferred tax asset has been recognised. Of these losses, £86.3m (2024: £59.1m) may be

carried forward indefinitely. Of the remaining losses, £1.3m expire in 2028, £16.1m expire in 2031, and £10.6m expire in 2035.

At the balance sheet date, the aggregate of other deductible temporary differences for which no deferred tax asset has been recognised was £10.7m

(2024: £18.1m). These differences have no expiry term.

No deferred tax liability is recognised on temporary differences of £147.5m (2024: £169.2m) relating to the unremitted earnings of overseas subsidiaries

as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable

future. The temporary differences at 31 December 2025 represent only the unremitted earnings of those overseas subsidiaries where remittance to the

UK of those earnings may result in a tax liability, principally as a result of dividend withholding taxes levied by the overseas tax jurisdictions in which these

subsidiaries operate.

11 Finance costs

	2025	2024
	£m	£m
Interest payable on bank loans and overdrafts	1.7	1.4
Interest payable on other loans	14.5	17.3
Interest on lease liabilities	6.4	6.2
Net pension interest cost	0.4	0.4
Other interest costs	1.6	1.9
Total interest costs	24.6	27.2
Unwinding of discount on provisions	0.8	0.6
Total finance costs	25.4	27.8

12 Taxation

	2025	2024
	£m	£m
Current tax expense:
Current year	26.0	64.0
Prior years	3.1	–
Total current tax	29.1	64.0
Deferred tax expense:
Current year	21.1	(23.0)
Prior years	(6.9)	0.2
Total deferred tax	14.2	(22.8)
	43.3	41.2

UK corporation tax is calculated at 25% (2024: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the

rates prevailing in the respective jurisdictions.

The effective tax rate can be reconciled to the UK corporation tax rate of 25% (2024: 25%) as follows:

		2025			2024
		Non-			Non-
		underlying			underlying
		items			items
	Underlying	(note 9)	Statutory	Underlying	(note 9)	Statutory
	£m	£m	£m	£m	£m	£m
Profit/(loss) before tax	197. 3	(10.9)	186.4	191.4	(7.5)	183.9
UK corporation tax charge/(credit) at 25% (2024: 25%)	49.3	(2.7)	46.6	47.9	(1.9)	46.0
Tax charged at rates other than 25% (2024: 25%)	2.3	(0.1)	2.2	5.0	–	5.0
Tax losses and other deductible temporary
differences not recognised	12.1	0.6	12.7	2.7	–	2.7
Utilisation of tax losses and other deductible
temporary differences previously unrecognised	(4.4)	–	(4.4)	(9.3)	–	(9.3)
Permanent differences	(10.2)	0.3	(9.9)	(3.6)	(0.8)	(4.4)
Adjustments to tax charge in respect of previous periods	(3.8)	–	(3.8)	0.2	–	0.2
Other	(0.1)	–	(0.1)	1.0	–	1.0
Tax charge/(credit)	45.2	(1.9)	43.3	43.9	(2.7)	41.2
Effective tax rate	22.9%	17.5%	23.2%	22.9%	35.3%	22.4%

The effective tax rate on underlying profits of 22.9% remains unchanged from the 2024 effective tax rate.

The tax credit of £1.9m on non-underlying items has been calculated by assessing the tax impact of each component of the charge/(credit) to the income

statement and applying the jurisdictional tax rate that applies to that item. The effective tax rate in 2025 on non-underlying items is lower than the effective

tax rate on underlying items largely due to the impact of non-deductible expenses.

The Group is subject to taxation in over 40 countries worldwide and the risk of changes in tax legislation and interpretation from tax authorities in the

jurisdictions in which it operates. The assessment of uncertain positions is subjective and subject to management’s best judgement of the probability of

the outcome in reaching agreement with the relevant tax authorities. Where tax positions are uncertain, provisions are made where necessary, based on

interpretation of legislation, management experience and appropriate professional advice. Management do not expect the outcome of these estimates

to be materially different from the position taken.

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15 Goodwill and intangible assets

			Customer
			contracts and	Other
	Goodwill	Trade names	relationships	intangibles	Tot al
	£m	£m	£m	£m	£m
Cost
At 1 January 2024	238.6	32.8	45.2	27.1	343.7
Disposed with businesses	–	–	–	(2.1)	(2.1)
Reclassification	–	–	–	2.5	2.5
Exchange movements	(4.8)	(0.6)	(0.9)	(1.1)	(7.4)
At 31 December 2024 and 1 January 2025	233.8	32.2	44.3	26.4	336.7
Additions	–	–	–	0.1	0.1
Exchange movements	(8.0)	(0.8)	(1.3)	(1.2)	(11.3)
At 31 December 2025	225.8	31.4	43.0	25.3	325.5
Accumulated amortisation and impairment
At 1 January 2024	131.0	28.9	42.6	26.6	229.1
Amortisation charge for the year	–	2.1	1.2	0.1	3.4
Disposed with businesses	–	–	–	(2.1)	(2.1)
Reclassification	–	–	–	2.5	2.5
Exchange movements	(4.8)	(0.6)	(0.9)	(1.1)	(7.4)
At 31 December 2024 and 1 January 2025	126.2	30.4	42.9	26.0	225.5
Amortisation charge for the year	–	0.9	0.7	0.1	1.7
Exchange movements	(1.4)	(0.8)	(1.3)	(1.0)	(4.5)
At 31 December 2025	124.8	30.5	42.3	25.1	222.7
Carrying amount
At 1 January 2024	107.6	3.9	2.6	0.5	114.6
At 31 December 2024 and 1 January 2025	107.6	1.8	1.4	0.4	111.2
At 31 December 2025	101.0	0.9	0.7	0.2	102.8

Other intangibles represent internally developed software and licences. There are no indicators of impairment for assets relating to trade names, customer

contracts and relationships or other intangibles as at 31 December 2025. Assets disposed of during 2024 related mainly to the South African business.

For the purposes of impairment testing, goodwill has been allocated to six (2024: six) separate cash-generating units (CGUs). The carrying amount of

goodwill allocated to the three CGUs with the largest goodwill balances is significant in comparison to the total carrying amount of goodwill and comprises

90% of the total (2024: 90%). The relevant CGUs and the carrying amount of the goodwill allocated to each are as set out below, together with the pre-tax

discount rate and medium-term growth rate used in their value-in-use calculations:

			2025			2024
		Carrying	Pre-tax	Forecast	Carrying	Pre-tax	Forecast
		value	discount rate 1	growth rate	value	discount rate 1	growth rate
CGU	Geographical segment	£m	%	%	£m	%	%
Keller US	North America	46.5	14.2	2.0	50.1	14.9	2.0
Suncoast	North America	31.9	14.0	2.0	34.4	14.8	2.0
Keller Canada	North America	12.1	13.0	2.0	12.4	13.6	2.0
Other	North America and Europe	10.5			10.7
		101.0			107.6

1 Pre-tax discount rates and forecast growth rates are defined by market.

The recoverable amount of the goodwill allocated to each CGU has been calculated on a value-in-use basis. The calculations use cash flow projections

based on financial budgets and forecasts approved by management and cover a three-year period.

13 Dividends payable to equity holders of the parent

Ordinary dividends on equity shares:

	2025	2024
	£m	£m
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2024 of 33.1p (2023: 31.3p) per share	23.3	22.6
Interim dividend for the year ended 31 December 2025 of 18.3p (2024: 16.6p) per share	12.9	12.0
	36.2	34.6

The Board has recommended a final dividend for the year ended 31 December 2025 of £35.9m, representing 52.1p (2024: 33.1p) per share. The proposed

dividend is subject to approval by shareholders at the Annual General Meeting on 20 May 2026 and has not been included as a liability in these financial

statements.

14 Earnings per share

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average

number of ordinary shares outstanding during the year.

When the Group makes a profit, diluted earnings per share equals the profit attributable to equity holders of the parent adjusted for the dilutive impact

divided by the weighted average diluted number of shares. When the Group makes a loss, diluted earnings per share equals the loss attributable to the

equity holders of the parent divided by the basic average number of shares. This ensures that earnings per share on losses is shown in full and not diluted

by unexercised share awards.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of

these financial statements.

Basic and diluted earnings per share are calculated as follows:

		Underlying earnings attributable		Earnings attributable to the
		to the equity holders of the parent		equity holders of the parent
	2025	2024	2025	2024
Basic and diluted earnings (£m)	151.7	147.1	142.7	142.3
Weighted average number of ordinary shares (m) 1
Basic number of ordinary shares outstanding	70.5	72.1	70.5	72.1
Effect of dilution from:
Share options and awards	1.3	1.5	1.3	1.5
Diluted number of ordinary shares outstanding	71.8	73.6	71.8	73.6
Earnings per share
Basic earnings per share (p)	215.2	204.0	202.4	197.4
Diluted earnings per share (p)	211.3	199.9	198.7	193.3

1 The weighted average number of shares takes into account the weighted average effect of changes in treasury shares during the year. The weighted average number of shares excludes those held in

the Employee Share Ownership Plan Trust and those held in treasury, which for the purpose of this calculation are treated as cancelled.

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16 a) Property, plant and equipment – owned assets

	Land and	Plant, machinery	Capital work
	buildings	and vehicles	in progress	Tot al
	£m	£m	£m	£m
Cost
At 1 January 2024	78.6	1,000.4	8.2	1,087. 2
Additions	5.0	80.1	3.9	89.0
Disposals	(2.1)	(40.8)	–	(42.9)
Net transfers to held for sale 1	(2.3)	(13.0)	–	(15.3)
Disposed with businesses	(0.1)	(10.2)	–	(10.3)
Reclassification	–	2.7	(2.7)	–
Exchange movements	(1.5)	(20.6)	(0.2)	(22.3)
At 31 December 2024 and 1 January 2025	77.6	998.6	9.2	1,085.4
Additions	4.4	86.4	(0.5)	90.3
Disposals	(1.4)	(40.8)	–	(42.2)
Net transfers (to)/from held for sale 1	(0.2)	5.7	–	5.5
Reclassification	0.1	2.6	(2.7)	–
Exchange movements	(0.9)	(16.9)	(0.5)	(18.3)
At 31 December 2025	79.6	1,035.6	5.5	1,120.7
Accumulated depreciation and impairment
At 1 January 2024	27.5	664.8	–	692.3
Charge for the year	2.0	76.8	–	78.8
Disposals	(1.6)	(27.5)	–	(29.1)
Net transfers to held for sale 1	–	(2.4)	–	(2.4)
Disposed with businesses 2	–	(9.5)	–	(9.5)
Exchange movements	(0.5)	(15.7)	–	(16.2)
At 31 December 2024 and 1 January 2025	27.4	686.5	–	713.9
Charge for the year	2.2	75.1	–	77.3
Disposals	(0.7)	(33.9)	–	(34.6)
Exchange movements	(0.1)	(9.4)	–	(9.5)
At 31 December 2025	28.8	718.3	–	747.1
Carrying amount
At 1 January 2024	51.1	335.6	8.2	394.9
At 31 December 2024 and 1 January 2025	50.2	312.1	9.2	371.5
At 31 December 2025	50.8	317.3	5.5	373.6

1 The carrying amount of assets held for sale at the balance sheet date are detailed in note 22.

2 Assets disposed with the South African business in 2024 as detailed in note 5.

The Group had contractual commitments for the acquisition of property, plant and equipment of £11.5m (2024: £16.9m) at the balance sheet date.

These amounts were not included in the balance sheet at the year end.

15 Goodwill and intangible assets continued

The Group’s businesses operate in a diverse geographical set of markets, some of which are expected to continue to face uncertain conditions in future

years. The calculation of value in use for the CGUs is most sensitive to the following assumptions: forecast operating cash flow, the growth rates used to

extrapolate cash flows beyond the forecast period and discount rates applied to future cash flows.

Forecast operating cash flow

Operating cash flow is impacted by the forecast revenues and margins assumed in the forecast. Management considers all the forecast revenues and

margins to be reasonably achievable given recent performance and the historic trading results of the relevant CGUs. A margin for historical forecasting

error has also been factored into the value-in-use model.

Growth rates

Cash flows beyond 2028 have been extrapolated using the forecast growth rates in the table above and do not exceed the long-term average growth rates

for the markets in which the relevant CGUs operate. The growth rates used in the Group’s value-in-use calculation into perpetuity are based on forecasted

growth in the construction sector in each region where a CGU is located and adjusted for longer-term compound annual growth rates for each CGU as

estimated by management.

Discount rates

The discount rates used in the value-in-use calculations are based on the weighted average cost of capital of companies comparable to the relevant

CGUs, adjusted as necessary to reflect the risk associated with the asset being tested. The discount rates are set out in the table above.

Sensitivities

Management’s assessment for Keller Canada is sensitive to the future successful execution of the CGU’s business plan to meet forecasted margins. The

estimated recoverable amount for Keller Canada exceeds the carrying value by £36.4m. The forecasted annual operating profit margin for 2026 to 2028 of

7.8% would need to decrease to 4.6% to result in a full impairment of the carrying value of the goodwill.

For the remaining significant CGUs, management believes that any reasonable possible change in the key assumptions on which the recoverable amounts

of the CGUs are based would not cause any of their carrying amounts to exceed their recoverable amounts.

A number of sensitivities were run on the projections to identify the changes required in each of the key assumptions that, in isolation, would give rise to an

impairment of the following goodwill balances.

			Reduction in 1
		Increase in 1	future growth	Reduction in final
		discount rate	rate	year cash flow
CGU	Geographical segment	%	%	%
Keller US	North America	76.7	n/a	112.9
Suncoast	North America	19.3	30.0	79.9
Keller Canada	North America	12.9	18.4	69.2

1 The increase in discount rate and reduction in future growth rate are presented as gross movements.

16 Property, plant and equipment

Property, plant and equipment comprises owned and leased assets.

		2025	2024
	Note	£m	£m
Property, plant and equipment – owned assets	16a	373.6	371.5
Right-of-use assets – leased assets	16b	83.3	89.9
At 31 December		456.9	461.4

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Aggregate amounts relating to joint ventures:

	2025		2024
	Underlying	Statutory	Underlying	Statutory
	£m	£m	£m	£m
Revenue	58.2	58.2	60.4	60.4
Operating costs 1	(56.0)	(56.0)	(59.2)	(59.2)
Operating profit	2.2	2.2	1.2	1.2
Finance costs	(0.2)	(0.2)	(0.2)	(0.2)
Profit before taxation	2.0	2.0	1.0	1.0
Taxation	(0.4)	(0.4)	–	–
Profit for the year	1.6	1.6	1.0	1.0
Group’s share of post-tax results	0.8	0.8	0.5	0.5

1 Included within operating costs is depreciation on owned assets of £2.2m (2024: £1.8m).

		KFS Finland Oy (100% of results)		Group’s portion of the joint venture
	2025	2024	2025	2024
	£m	£m	£m	£m
Non-current assets	15.4	15.4	7.7	7.7
Cash and cash equivalents	3.2	2.8	1.6	1.4
Other current assets	7.0	8.2	3.5	4.1
Total assets	25.6	26.4	12.8	13.2
Other current liabilities	(7.0)	(8.6)	(3.5)	(4.3)
Non-current loans and borrowings	(6.6)	(7.8)	(3.3)	(3.9)
Other non-current liabilities	(0.4)	(0.4)	(0.2)	(0.2)
Total liabilities	(14.0)	(16.8)	(7.0)	(8.4)
Net assets	11.6	9.6	5.8	4.8

18 Other non-current assets

	2025	2024
	£m	£m
Non-qualifying deferred compensation plan assets	20.7	23.0
Customer retentions	76.1	33.7
Other assets	0.9	1.3
Insurance receivables	7.9	30.3
	105.6	88.3

A non-qualifying deferred compensation plan (NQ) is available to US employees, whereby an element of eligible employee bonuses and salary is deferred

over a period of four to six years. The plan allows participants to receive tax relief for contributions beyond the limits of the tax-free amounts allowed

per the 401k defined contribution pension plan. The plan is administered by a professional investment provider with participants able to select their

investments from an approved listing. An amount equal to each participant’s compensation deferral is transferred into a trust and invested in various

marketable securities. The related trust assets are not identical to investments held on behalf of the employee but are invested in similar funds with the

objective that performance of the assets closely tracks the liabilities. The investments held in the trust are designated solely for the purpose of paying

benefits under the non-qualified deferred compensation plan. The investments in the trust would however be available to all unsecured general creditors

in the event of insolvency.

The value of both the employee investments and those held in trust by the company are measured using Level 1 inputs per IFRS 13 (‘quoted prices in

active markets for identical assets or liabilities that the entity can access at the measurement date’) based on published market prices at the end of the

period. Adjustments to the fair value are recorded within net finance costs in the consolidated income statement.

Invoiced amounts for customer retentions are balances typically payable at the end of a construction project, when all contractual performance

obligations have been met, and are therefore received over a longer period of time.

At 31 December 2025, non-current assets in relation to the investments held in the trust were £20.7m (2024: £23.0m). The fair value movement on

these assets was £2.4m (2024: £2.1m). During the period proceeds from the sale of NQ-related investments were £2.7m (2024: £nil). At 31 December

2025, non-current liabilities in relation to the participant investments were £15.9m (2024: £15.6m). These are accounted for as financial liabilities at fair

value through profit or loss. The fair value movement on these liabilities was £2.3m (2024: £2.1m). During the year £0.4m (2024: £1.2m) of compensation

was deferred.

Further details on insurance receivables are given in note 24.

16 Property, plant and equipment continued

16 b) Right-of-use assets – leased assets

The Group has lease contracts for various items of land and buildings, plant, machinery and vehicles used in its operations. Leases of land and buildings

generally have lease terms between 3 and 15 years, while plant, machinery and vehicles generally have lease terms between two and eight years. The

Group’s obligations under its leases are secured by the lessor’s title to the lease assets. Generally, the Group is restricted from assigning and sub-leasing

its leased assets. There are several lease contracts that include extension and termination options.

The Group has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The Group applies the

‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

Set out below are the carrying amounts of the right-of-use assets recognised and the movements during the year:

	Land and	Plant, machinery
	buildings	and vehicles	Tot al
	£m	£m	£m
At 1 January 2024	52.0	33.3	85.3
Additions	7.6	18.8	26.4
Depreciation expense	(15.3)	(14.6)	(29.9)
Contract modifications	9.7	(0.9)	8.8
Exchange movements	(0.5)	(0.2)	(0.7)
At 31 December 2024 and 1 January 2025	53.5	36.4	89.9
Additions	1.7	19.7	21.4
Depreciation expense	(15.1)	(16.6)	(31.7)
Contract modifications	7.4	(0.2)	7.2
Exchange movements	(2.2)	(1.3)	(3.5)
At 31 December 2025	45.3	38.0	83.3

The carrying amounts of lease liabilities (included within note 26 within loans and borrowings) and the movements during the year are set out in note 27.

17 Investments in joint ventures

The Group’s investment in joint ventures relates to a 50% interest in the ordinary shares of KFS Finland Oy, an entity incorporated in Finland.

	2025
	£m
At 1 January 2025	4.8
Share of underlying post-tax results	0.8
Exchange movements	0.3
At 31 December 2025	5.9

	2024
	£m
At 1 January 2024	4.5
Share of underlying post-tax results	0.5
Exchange movements	(0.2)
At 31 December 2024	4.8

In 2025, KFS Finland Oy earned total revenue of £58.2m (2024: £60.4m) and a statutory profit after tax for the year of £1.6m (2024: £1.0m).

The joint venture had no contingent liabilities or commitments as at 31 December 2025 (2024: £nil).

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					2024
	Contract				Trade receivables and non-current customer retentions
	assets			Days past due
	Tot al	Current	<30 days	31–90 days	>90 days	Tot al
	£m	£m	£m	£m	£m	£m
Expected credit loss rate	1%	1%	2%	1%	64%	8%
Estimated total gross carrying amount at default	120.8	460.9	80.1	52.6	65.9	659.5
Allowance for expected credit loss	(1.6)	(6.7)	(1.5)	(0.4)	(42.1)	(50.7)
Carry amount as shown in the balance sheet	119.2	454.2	78.6	52.2	23.8	608.8

The Group’s expected credit loss rate for trade receivables and non-current customer retentions that were more than 90 days past due reduced from

64% in 2024 to 60% in 2025. The reduction was driven by the unused amounts reversed of £16.6m (2024: £9.0m) which included a large trade receivable,

provided for in prior years, but recovered during the year after a prolonged legal process.

21 Cash and cash equivalents

	2025	2024
	£m	£m
Bank balances	142.3	116.1
Short-term deposits	139.2	91.6
Cash and cash equivalents in the balance sheet	281.5	207.7
Cash and cash equivalents in the cash flow statement	281.5	207.7

Cash and cash equivalents include £4.0m (2024: £5.0m) of the Group’s share of cash and cash equivalents held by joint operations.

22 Assets held for sale

	2025	2024
	£m	£m
Land and buildings	0.2	–
Plant and machinery	–	9.2
	0.2	9.2

During 2025, £0.2m (2024: £12.9m) of assets were transferred from property, plant and equipment to assets held for sale and £5.7m (2024: £nil) of assets

were transferred from assets held for sale to property, plant and equipment. The assets transferred to property, plant and equipment comprised of £5.1m

of rigs in Saudi Arabia that were subsequently brought into use elsewhere and an electric crane in Australia of £0.6m that is also now in use.

During the year, an asset in Australia with a net book value of £2.9m (2024: £2.4m) was sold for a total cash consideration of £3.0m (2024: £6.5m) resulting

in a gain from the disposal of assets of £0.1m (2024: £4.1m) which is included in operating costs. £2.3m of the cash consideration for the asset was

receivable as at 31 December 2025 and this balance is included in other receivables in note 20.

At 31 December 2025, assets held for sale comprised of a property in the United States costing £0.2m. At 31 December 2024, assets held for sale

comprised of drilling rigs in Saudi Arabia costing £4.2m, a cargo ship in Australia costing £2.8m, other assets in Saudi Arabia costing £1.3m and other

assets in Australia costing £0.2m, all of which were added during the period, and an electric crane in Australia costing £0.6m.

19 Inventories

	2025	2024
	£m	£m
Raw materials and consumables	55.9	49.2
Work in progress	1.4	1.1
Finished goods	29.5	31.3
	86.8	81.6

During 2025, £1.9m (2024: £2.0m) of inventory write-downs were recognised as an expense for inventories carried at net realisable value. This is

recognised within operating costs in the consolidated income statement.

20 Trade and other receivables

	2025	2024
	£m	£m
Trade receivables	548.3	575.1
Contract assets	119.6	119.2
Other receivables	22.4	23.7
Prepayments	34.3	41.0
Insurance receivables	11.0	–
Fair value of derivative financial instruments	0.1	0.1
	735.7	759.1

Further details on insurance receivables included within other receivables are given in note 24.

Trade receivables and contract assets included in the balance sheet are shown net of expected credit loss provisions as detailed in note 2.

The movement in the allowance for expected credit losses of trade receivables and contract assets is as follows:

	2025	2024
	£m	£m
At 1 January	52.3	45.1
Used during the year	(1.7)	(2.7)
Additional provisions	16.1	21.0
Unused amounts reversed	(16.6)	(9.0)
Disposal of businesses	–	(1.3)
Exchange movements	(2.3)	(0.8)
At 31 December 1	47.8	52.3

1 Of this amount £24.3m (2024: £27.0m) is subject to enforcement activity.

Set out below is information about the credit risk exposure on the Group’s trade receivables and contract assets, detailing past due but not impaired,

based on agreed terms and conditions with the customer:

					2025
	Contract				Trade receivables and non-current customer retentions
	assets			Days past due
	Tot al	Current	<30 days	31–90 days	>90 days	Tot al
	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0%	2%	2%	1%	60%	7%
Estimated total gross carrying amount at default	120.1	479.3	88.0	47.1	57. 3	671.7
Allowance for expected credit loss	(0.5)	(10.6)	(2.0)	(0.4)	(34.3)	(47.3)
Carry amount as shown in the balance sheet	119.6	468.7	86.0	46.7	23.0	624.4

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Notes to the consolidated financial statements continued

Restructuring provisions

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring, has raised a valid expectation in those

individuals affected and liabilities have been identified. The measurement of a restructuring provision includes only the direct expenditures arising from the

restructuring. The provisions comprise mainly amounts for redundancy costs. Estimates may differ from the actual charges depending on the finalisation

of redundancy amounts. These provisions are expected to be utilised within the next 12 months.

The restructuring provisions in 2025 include amounts provided in the year for exit costs arising from the closure of the Mauritius business.

The restructuring provisions in 2024 included amounts provided in the year for senior management changes, the majority of which had been utilised by

year end.

Contract provisions

Contract provisions include onerous contracts where the forecast costs of completing the contract exceed the revenue and provision for potential

remediation or damages costs that we believe are probable to incur.

Provision for onerous contracts is made in full when such losses are foreseen, based on the estimated unavoidable costs of meeting the obligations of the

contract, where these exceed the economic benefits expected to be received. The unavoidable costs under a contract reflect the least net cost of exiting

from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The actual loss incurred is

uncertain until the project has been completed, and the actual costs incurred to complete the contract could be higher or lower than estimated in the

calculation of the provision. The majority of this balance is expected to be utilised in the next 12 months, given the general short-term nature of contracts.

Provision for potential remediation or damages costs typically arises after the completion of a project through a customer claim or dispute. The provision

reflects our estimate of costs to be incurred in relation to the dispute; some disputes can take a long period of time to resolve and the actual amount

incurred could be higher or lower than our provision, so there is uncertainty over both the amount and the timing of the expected cash outflows. The non-

current element of the provision relates to disputes we expect will take longer than a year to resolve.

Insurance and legal provisions

Insurance and legal provisions comprises the liability for legal claims against the Group, including those that are retained within the Group’s captive insurer

(the ‘captive’). The captive covers both public liability and professional indemnity claims for the Group. The captive covers liabilities below an upper limit

above which third-party insurance applies. The provision also includes matters relating to separate legal issues which are not covered by the captive,

including claims arising from civil matters which could result in penalties and legal costs. By their nature the amounts and timings of any outflows are

difficult to predict.

Provisions for insurance and legal claims are made based on the best estimate of the likely total settlement value of a claim against the Group.

Management seek specialist input from legal advisers and the Group’s insurance claims handler to estimate the most likely legal outcome. The outcome

of legal negotiations is inherently uncertain; as a result, there can be no guarantee that the assumptions used to estimate the provision will result in an

accurate prediction of the actual costs that may be incurred.

A provision is recognised when it is judged likely that a legal claim will result in a payment to the claimant and the amount of the claim can be reliably

estimated. Provisions are utilised as insurance or other legal claims are settled, which may take a number of years. A separate insurance receivable is

recognised to the extent that confirmed third-party insurance is expected to cover any element of an estimated claim value and is virtually certain to be

recovered. The asset is recognised within other non-current assets (refer to note 18) and trade and other receivables (refer to note 20). Management

considers that there are no instances of reimbursable assets which are probable in nature.

During the year, £14.6m of the insurance related provision was reversed, this mainly related to two insured claims settled during the year for amounts less

than originally provided. The reduction in the provision for these two claims was matched by a reduction in the insurance receivable and therefore had no

impact on the income statement for the period.

Other provisions

Other provisions are in respect of property dilapidation arising from lease obligations and other operational provisions. Where a lease includes a ‘make-

good’ requirement, provision for the cost is recognised as the obligation is incurred, either at the commencement of the lease or as a consequence of

using the asset, and the cost of the expected work required can be reliably estimated. These are expected to be utilised over the relevant lease term which

ranges from 3 to 15 years across the Group.

23 Trade and other payables

	2025	2024
	£m	£m
Trade payables	191.1	168.0
Other taxes and social security payable	16.1	17.2
Other payables	182.6	163.3
Contract liabilities	98.3	115.2
Accruals	138.5	142.9
Non-qualifying compensation plan liabilities	1.9	1.4
Fair value of derivative financial instruments	0.4	0.7
	628.9	608.7

Other payables includes contingent and deferred consideration of £0.5m (2024: £0.6m), interest payable of £5.6m (2024: £6.0m) and contract specific

accruals of £151.1m (2024: £131.3m).

24 Provisions

	Employee	Restructuring	Contract	Insurance and	Other
	provisions	provisions	provisions	legal provisions	provisions	Tot al
	£m	£m	£m	£m	£m	£m
As at 31 December 2024	11.0	4.0	66.3	90.6	2.6	174.5
Charge for the year	4.6	1.2	50.9	14.0	0.3	71.0
Used during the year	(2.9)	(2.6)	(33.9)	(1.8)	(0.1)	(41.3)
Unused amounts reversed	(0.1)	(0.1)	(8.8)	(14.6)	(0.5)	(24.1)
Unwinding of discount	0.2	–	–	0.6	–	0.8
Exchange movements	(0.5)	–	(1.6)	(1.8)	(0.1)	(4.0)
At 31 December 2025	12.3	2.5	72.9	87.0	2.2	176.9
Current	5.6	2.4	60.7	20.8	2.1	91.6
Non-current	6.7	0.1	12.2	66.2	0.1	85.3
At 31 December 2025	12.3	2.5	72.9	87.0	2.2	176.9

Employee provisions

Employee provisions relate to various liabilities in respect of employee rights and benefits, including the workers’ compensation scheme in North America

and long service leave benefits in Australia.

At 31 December 2025, the provision in respect of workers’ compensation was £6.4m (2024: £7.2m). A provision is recognised when an employee informs

the company of a workers’ compensation claim. The provision is measured based on information provided by the workers’ compensation insurer. The

actual costs that may be incurred in respect of these claims are dependent on the assessment of an employee’s claim and potential medical expenses,

with timing of outflows variable depending on the claim.

At 31 December 2025, the provision in respect of long service leave was £2.7m (2024: £2.1m). A provision is recognised at the point an employee joins the

company, with an adjustment made to factor the likelihood that the employee will remain in continuous service with the company to meet the threshold

to receive the benefits. It is measured on an IAS 19 basis, at the present value of expected future benefit for services provided by employees up to the

reporting date. The actual costs that may be incurred are dependent on the length of service for employees and amended for any starters and leavers.

The provision is utilised when the leave is taken by the employee or when unused leave is paid on termination of employment.

Employee provisions also includes an amount of £1.6m (2024: £1.7m) in respect of social security contributions on share options. This provision is utilised

as the options are exercised by employees, which occurs when the awards vest. The provision covers three years of open share options and will be utilised

each year as the options vest.

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Liquidity risk and capital management

The Group’s capital structure is kept under constant review, taking into account the need for availability and cost of various sources of funding. The capital

structure of the Group consists of net debt and equity as shown in the consolidated balance sheet. The Group maintains a balance between the certainty

of funding and a flexible, cost-effective financing structure, with all main borrowings being from committed facilities. The Group’s policy ensures that its

capital structure is appropriate to support this balance and the Group’s operations.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders,

issue new shares or sell assets to reduce debt. The Group’s debt and committed facilities mainly comprise a $120m private placement repayable in August

2030, a $180m private placement repayable in August 2033 and a £400m syndicated revolving credit facility (RCF) expiring in June 2030.

When agreed in 2024, the RCF had an extension option for two further years to June 2030 and June 2031, with the agreement of the lending banks, and

its terms and conditions are materially the same as the prior facility. In June 2025, the first extension option was exercised, and the facility therefore now

expires in June 2030. The RCF remained undrawn at 31 December 2025.

The private placement debt and RCF are subject to certain covenants linked to the Group’s financing structure, specifically regarding the ratios of net debt

and interest to profit. The covenants are calculated on an IAS 17 basis; EBITDA to net debt leverage must be below three times and EBITDA interest cover

must be above four times. The covenants are tested at the half-year and year-end reporting dates. The liability for the private placement debt has been

presented as a non-current liability as it is not due to be repaid until 2030 and 2033, and we do not anticipate having any difficulty in complying with the

covenants. The Group has complied with these covenants throughout the year, and the going concern assessment detailed in note 1 indicated that the

covenants would not be breached in our most extreme downside scenario incorporating an aggregation of all risks considered.

At the year end, the Group also had other borrowing facilities available of £47.1m (2024: £47.4m).

Private placements

In August 2023, $120m and $180m were raised through a private placement with US institutions. The US private placement notes are accounted for on

an amortised cost basis and are retranslated at the exchange rate at each period end. The carrying values of the $120m and $180m private placement

liabilities at 31 December 2025 were £88.6m and £133.0m, respectively.

In December 2024, the Group repaid $75m of US private placement notes as they fell due. The repayment was funded from the proceeds of the 2023

US private placement notes.

Hedging

The Group entered into a Treasury lock on 28 April 2023 designated as a cash flow hedge against the highly probable cash outflows for the interest

payments on the US private placement notes issued in August 2023. A Treasury lock is a synthetic forward sale of a US Treasury note, which is settled in

cash based upon the difference between an agreed-upon treasury rate and the prevailing treasury rate at settlement. Such Treasury locks are entered

into to effectively fix the underlying treasury rate component of an upcoming debt issuance. The Treasury lock was settled on 26 May 2023. The gain

from the proceeds of the hedging instrument was recognised in the hedging reserve and an amount is transferred to the income statement as the

cash flows are realised.

All hedges are tested for effectiveness every six months. All hedging relationships remained effective during the year while they were in place.

Accounting classifications

	2025	2024
	£m	£m
Financial assets measured at fair value through profit or loss
Non-qualifying deferred compensation plan	20.7	23.2
Forward contracts	0.1	0.1
Financial assets measured at amortised cost
Trade receivables (including non-current customer retentions)	624.4	608.8
Contract assets	119.6	119.2
Cash and cash equivalents	281.5	207.7
Financial liabilities at fair value through profit or loss
Non-qualifying compensation plan liabilities	(17. 8)	(17.0)
Contingent consideration payable	(1.1)	(3.2)
Forward contracts	(0.4)	(0.7)
Financial liabilities measured at amortised cost
Trade payables	(191.1)	(168.0)
Contract liabilities	(98.3)	(115.2)
Bank and other loans	(218.9)	(236.6)
Lease liabilities	(91.5)	(98.0)

25 Other non-current liabilities

	2025	2024
	£m	£m
Non-qualifying compensation plan liabilities	15.9	15.6
Other liabilities	1.4	3.0
	17. 3	18.6

Other liabilities include contingent consideration of £0.6m (2024: £2.6m).

Refer to note 18 for further information on the non-qualifying deferred compensation plan.

26 Financial instruments

Exposure to credit, interest rate and currency risks arise in the normal course of the Group’s business and have been identified as risks for the Group.

Derivative financial instruments are used to hedge exposure to fluctuations in foreign exchange and interest rates.

The Group does not trade in financial instruments nor does it engage in speculative derivative transactions.

Currency risk

The Group faces currency risk principally on its net assets, most of which are in currencies other than sterling. The Group aims to reduce the impact that

retranslation of these net assets might have on the consolidated balance sheet by matching the currency of its borrowings, where possible, with the

currency of its assets. The majority of the Group’s borrowings are held in US dollars.

The Group manages its currency flows to minimise transaction exchange risk. Forward contracts are used to hedge significant individual transactions.

The majority of such currency flows within the Group relate to the repatriation of profits, intra-group loan repayments and any foreign currency cash

flows associated with acquisitions. The Group’s treasury risk management is performed at the Group’s head office.

As at 31 December 2025, the fair value of outstanding foreign exchange forward contracts was £0.1m (2024: £0.1m) included in current assets and

£0.4m (2024: £0.7m) included in current liabilities.

Interest rate risk

Our objectives are to add stability to the interest expense and to manage our exposure to interest rate movements. To accomplish these objectives,

we primarily use fixed rate external debt and have previously used interest rate swaps as part of our interest rate risk management strategy.

Interest rate risk is managed by either fixed or floating rate borrowings dependent upon the purpose and term of the financing.

As at 31 December 2025, 100% (2024: 100%) of the Group’s third-party borrowings were at fixed interest rates.

Hedging currency risk and interest rate risk

The Group currently uses hedge accounting to manage currency risk only. Where hedging instruments are used to hedge significant individual

transactions, the Group ensures that the critical terms, including dates, currencies, nominal amounts, interest rates and lengths of interest periods,

are matched. The Group uses both qualitative and quantitative methods to confirm this and to assess the effectiveness of the hedge.

There are no derivatives or other hedging instruments in place at the balance sheet date held for the purpose of hedging interest rate risk.

Credit risk

The Group’s principal financial assets are trade and other receivables, bank and cash balances and a limited number of investments and derivatives held

to hedge certain Group exposures. These represent the Group’s maximum exposure to credit risk in relation to financial assets.

The Group has procedures to manage counterparty risk and the assessment of customer credit risk is embedded in the contract tendering processes.

The counterparty risk on bank and cash balances is managed by limiting the aggregate amount of exposure to any one institution by reference to their

credit rating and by regular review of these ratings.

Customer credit risk is mitigated by the Group’s relatively small average contract size and diversity, both geographically and in terms of end markets.

No individual customer represented more than 4% of revenue in 2025 (2024: 4%). The ageing of trade receivables that were past due but not impaired

is shown in note 20.

The Group evaluates each new customer and assesses their creditworthiness before any contract is undertaken.

The Group reviews customer receivables (including contract assets) on an ageing basis and provides against expected unrecoverable amounts.

Experience has shown the level of historical provision required to be relatively low. Credit loss provisioning reflects past experience, economic factors

and specific conditions.

The Group’s estimated exposure to credit risk for trade receivables and contract assets is disclosed in note 20. This amount is the accumulation of

several years of provisions for known or expected credit losses.

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Changes in loans and borrowings were as follows:

					Foreign
					exchange	Fair value
	2024	Cash flows	Other 1	New leases	movements	changes	2025
	£m	£m	£m	£m	£m	£m	£m
Bank loans	(0.4)	0.3	–	–	–	–	(0.1)
Private placements	(239.3)	–	(0.1)	–	17.8	–	(221.6)
Deferred financing costs	3.1	0.5	(0.8)	–	–	–	2.8
Lease liabilities (note 27)	(98.0)	37.5	(13.6)	(21.4)	4.0	–	(91.5)
Total loans and borrowings	(334.6)	38.3	(14.5)	(21.4)	21.8	–	(310.4)

1 Other comprises disposals and contract modifications and interest accretion on lease liabilities and the amortisation of deferred financing costs on bank loans and private placements.

Changes in loans and borrowings in the prior year were as follows:

					Foreign
					exchange	Fair value
	2023	Cash flows	Other 1	New leases	movements	changes	2024
	£m	£m	£m	£m	£m	£m	£m
Bank overdrafts	(2.4)	2.4	–	–	–	–	–
Bank loans	(0.8)	0.4	–	–	–	–	(0.4)
Private placements	(294.4)	58.6	(0.2)	–	(3.3)	–	(239.3)
Deferred financing costs	0.5	3.5	(0.9)	–	–	–	3.1
Lease liabilities (note 27)	(91.6)	34.2	(15.0)	(26.4)	0.8	–	(98.0)
Total loans and borrowings	(388.7)	99.1	(16.1)	(26.4)	(2.5)	–	(334.6)

1 Other comprises disposals and contract modifications and interest accretion on lease liabilities and the amortisation of deferred financing costs on bank loans.

Cash flow hedges

At 31 December 2025, the Group held foreign exchange forward contracts to hedge exposures to changes in foreign currency rates. The net value of

instruments held was £0.4m (2024: £0.7m).

					2025
			Maturity		Carrying amount		Change in fair
							value used for
							calculating hedge	Nominal
	<1 year	1–2 years	2–5 years	>5 years	Asset	Liability	ineffectiveness	amount
	£m	£m	£m	£m	£m	£m	£m	£m
Forward exchange forwards	(0.4)	–	–	–	–	(0.4)	–	(0.4)

					2024
			Maturity		Carrying amount		Change in fair
							value used for
							calculating hedge	Nominal
	<1 year	1–2 years	2–5 years	>5 years	Asset	Liability	ineffectiveness	amount
	£m	£m	£m	£m	£m	£m	£m	£m
Forward exchange forwards	(0.7)	–	–	–	–	(0.7)	–	(0.7)

26 Financial instruments continued

Effective interest rates and maturity analysis

In respect of financial liabilities, the following table indicates their effective interest rates and undiscounted contractual cash flows at the balance sheet date:

				2025
							Carrying
					Due after		amount as
	Effective	Due within	Due within	Due within	more than		shown in the
	interest rate	1 year	1–2 years	2–5 years	5 years	Tot al	balance sheet
	%	£m	£m	£m	£m	£m	£m
Bank loans and overdrafts	1.5	(0.1)	(0.1)	–	–	(0.2)	(0.1)
Other loans and private placements	6.4	(14.3)	(14.3)	(129.4)	(155.7)	(313.7)	(218.8)
Lease liabilities	6.8	(34.9)	(26.9)	(34.0)	(8.9)	(104.7)	(91.5)
Contract liabilities	–	(98.3)	–	–	–	(98.3)	(98.3)
Trade payables	–	(191.1)	–	–	–	(191.1)	(191.1)
Non-qualifying compensation plan liabilities	–	(1.9)	(2.7)	(2.1)	(11.1)	(17.8)	(17.8)
Forward contracts	–	(0.4)	–	–	–	(0.4)	(0.4)
Contingent consideration	–	(0.5)	(0.4)	(0.2)	–	(1.1)	(1.1)
		(341.5)	(44.4)	(165.7)	(175.7)	(727.3)	(619.1)

				2024
							Carrying
					Due after		amount as
	Effective	Due within	Due within	Due within	more than		shown in the
	interest rate	1 year	1–2 years	2–5 years	5 years	Tot al	balance sheet
	%	£m	£m	£m	£m	£m	£m
Bank loans and overdrafts	1.4	(0.3)	(0.1)	–	–	(0.4)	(0.4)
Other loans and private placements	6.4	(15.4)	(15.4)	(46.1)	(277.1)	(354.0)	(236.2)
Lease liabilities	–	(33.1)	(27.0)	(40.8)	(13.6)	(114.5)	(98.0)
Contract liabilities	–	(115.2)	–	–	–	(115.2)	(115.2)
Trade payables	–	(168.0)	–	–	–	(168.0)	(168.0)
Non-qualifying compensation plan liabilities	–	(1.8)	(2.5)	(2.1)	(10.6)	(17.0)	(17.0)
Forward contracts	–	(0.7)	–	–	–	(0.7)	(0.7)
Contingent consideration	–	(0.6)	(1.0)	(2.0)	–	(3.6)	(3.2)
		(335.1)	(46.0)	(91.0)	(301.3)	(773.4)	(638.7)

Loans and borrowings analysis

	2025	2024
	£m	£m
$120m private placement (due August 2030)	(88.6)	(95.7)
$180m private placement (due August 2033)	(133.0)	(143.6)
Deferred financing costs	2.8	3.1
Bank overdrafts	–	–
Other bank borrowings	(0.1)	(0.4)
Lease liabilities (note 27)	(91.5)	(98.0)
Total loans and borrowings	(310.4)	(334.6)

The Group has substantial borrowing facilities available to it. The undrawn committed facilities available at 31 December 2025 amounted to £400.0m

(2024: £400.0m); this is the Group’s unutilised £400m revolving credit facility, which expires on 4 June 2030. In addition, the Group had undrawn

uncommitted borrowing facilities totalling £47.1m at 31 December 2025 (2024: £47.4m). Other uncommitted bank borrowing facilities are normally

reaffirmed by the banks annually, although they can theoretically be withdrawn at any time. Facilities totalling £nil (2024: £nil) are secured against certain

assets. Future obligations under finance leases on a former IAS 17 basis totalled £3.1m (2024: £0.6m), including interest of £0.2m (2024: £0.1m).

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Notes to the consolidated financial statements continued

Interest rate and currency profile

The profile of the Group’s financial assets and financial liabilities after taking account of the impact of hedging instruments was as follows:

				2025
	GBP	USD	EUR	CAD	AUD	Other	Total
Weighted average fixed debt interest rate (%)	–	6.4	1.5	–	–	–	6.4
Weighted average fixed debt period (years)	–	6.4	2.0	–	–	–	6.4

				2025
	GBP	USD	EUR	CAD	AUD	Other	Tot al
	£m	£m	£m	£m	£m	£m	£m
Fixed rate financial liabilities	–	(218.8)	(0.1)	–	–	–	(218.9)
Lease liabilities	(4.4)	(58.9)	(6.9)	(3.0)	(3.4)	(14.9)	(91.5)
Cash and cash equivalents	99.0	60.1	16.5	13.2	24.4	68.3	281.5
Net debt	94.6	(217.6)	9.5	10.2	21.0	53.4	(28.9)
Trade receivables
(including non-current customer retentions)	7.0	398.3	45.8	42.3	24.1	106.9	624.4
Trade payables	(4.6)	(96.7)	(27.2)	(9.3)	(13.0)	(40.3)	(191.1)

				2024
	GBP	USD	EUR	CAD	AUD	Other	Total
Weighted average fixed debt interest rate (%)	–	6.4	1.4	–	–	–	6.4
Weighted average fixed debt period (years)	–	7.4	1.7	–	–	–	7.4

				2024
	GBP	USD	EUR	CAD	AUD	Other	Tot al
	£m	£m	£m	£m	£m	£m	£m
Fixed rate financial liabilities	–	(236.2)	(0.4)	–	–	–	(236.6)
Lease liabilities	(5.7)	(66.1)	(7.6)	(4.2)	(4.3)	(10.1)	(98.0)
Cash and cash equivalents	93.8	6.0	16.7	6.8	27.9	56.5	207.7
Net debt	88.1	(296.3)	8.7	2.6	23.6	46.4	(126.9)
Trade receivables
(including non-current customer retentions)	8.2	405.2	39.6	60.2	19.6	76.0	608.8
Trade payables	(6.9)	(82.9)	(27. 2)	(5.6)	(3.7)	(41.7)	(168.0)

Sensitivity analysis

At 31 December 2025, all borrowings are at fixed rate, therefore the only interest rate exposure is on the rate of interest earned on cash and cash

equivalents. It is estimated that an increase of 500 basis points in interest rates would have increased the Group’s profit before taxation by approximately

£0.9m (2024: £0.9m).

It is estimated that a general increase of 10 percentage points in the value of sterling against other principal foreign currencies would have decreased the

Group’s profit before taxation and non-underlying items by approximately £23m for the year ended 31 December 2025 (2024: £21m). The estimated

impact of a 10 percentage point decrease in the value of sterling is an increase of £28m (2024: £26m) in the Group’s profit before taxation and non-

underlying items. This sensitivity relates to the impact of retranslation of foreign earnings only. The impact on the Group’s earnings of currency transaction

exchange risk is not significant. These sensitivities assume all other factors remain constant.

26 Financial instruments continued

Fair value hedges

At 31 December 2025, the Group held no instruments to hedge exposures to changes in interest rates (2024: £nil).

Fair values

The fair values of the Group’s financial assets and liabilities are not materially different from their carrying values. The following summarises the major

methods and assumptions used in estimating the fair values of financial instruments; being derivatives, interest-bearing loans and borrowings, contingent

and deferred consideration and payables, receivables and contract assets, cash and cash equivalents.

Derivatives

The fair values of foreign currency forward contracts are calculated based on achieved contract rates compared to the prevailing market rates at the

balance sheet date. The valuation methods of all of the Group’s derivative financial instruments carried at fair value are categorised as Level 2. Level 2

assets are financial assets and liabilities that do not have regular market pricing, but whose fair value can be determined based on other data values or

market prices.

Interest-bearing loans and borrowings

Fair value is calculated based on expected future principal and interest cash flows discounted using appropriate discount rates prevailing at the balance

sheet date.

Contingent and deferred consideration

Fair value is calculated based on the amounts expected to be paid, determined by reference to forecasts of future performance of the acquired

businesses, discounted using appropriate discount rates prevailing at the balance sheet date and the probability of contingent events and targets being

achieved.

The valuation methods of the Group’s contingent consideration carried at fair value are categorised as Level 3. Level 3 assets are financial assets and

liabilities that are considered to be the most illiquid. Their values have been estimated using available management information, including subjective

assumptions. The individually significant unobservable inputs used in the fair value measurement of the Group’s contingent consideration as at

31 December 2025 are the estimation of future profits at Keller Arabia in order to determine the expected outcome of the earnout arrangement.

The following table shows a reconciliation from the opening to closing balances for contingent and deferred consideration:

	2025	2024
	£m	£m
At 1 January	3.2	10.7
Paid during the period	(0.6)	(0.9)
Fair value in the income statement during the period (note 9)	(1.3)	(6.4)
Exchange movements	(0.2)	(0.2)
At 31 December	1.1	3.2

On 29 August 2023, the Group acquired the 35% interest in the voting shares of Keller Company Limited (formerly Keller Turki Company Limited). A

contingent consideration is payable annually between the years 2023 and 2027, dependent on the qualifying revenue generated by the business for each

of those years. The fair value of the contingent consideration as at 31 December 2025 was £1.1m (SAR 5.6m).

Total contingent consideration of £0.6m (2024: £0.7m) was paid during the year, in respect of the acquisition of the 35% interest in the voting shares of

Keller Company Limited in 2023. During 2024, £0.2m of deferred consideration was also paid in respect of the Voges Drilling acquisition in 2021.

In 2025, a fair value movement of £1.3m (2024: £5.2m) related to Keller Company Limited. During 2024, there were also fair value movements during the

year of £0.8m related to contingent consideration on the GKM Consultants Inc. acquisition and £0.4m related to deferred consideration on the Nordwest

Fundamentering AS acquisition, which both took place in 2022.

Payables, receivables and contract assets

For payables, receivables and contract assets with an expected maturity of one year or less, the carrying amount is deemed to reflect the fair value.

Non-qualifying deferred compensation plan assets and liabilities

The value of both the employee investments and those held in trust by the company are measured using Level 1 inputs per IFRS 13 (‘quoted prices in

active markets for identical assets or liabilities that the entity can access at the measurement date’) based on published market prices at the end of the

period. Adjustments to the fair value of the assets and related liabilities are recorded within net finance costs in the consolidated income statement.

Refer to note 18 for further information on the non-qualifying deferred compensation plan.

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31 Guarantees, contingent liabilities and contingent assets

Claims and disputes arise, both in the normal course of business and in relation to the historic construction activities of the Group, some of which lead to

litigation or arbitration procedures. Such claims are predominantly covered by the Group’s insurance arrangements. The Group recognises provisions for

liabilities when it is more likely than not that a settlement will be required and the value of such a payment can be reliably estimated.

At 31 December 2025, the Group had outstanding standby letters of credit and surety bonds for the Group’s captive and other global insurance

arrangements totalling £43.2m (2024: £34.8m). The Group enters into performance and advance payment bonds and other undertakings in the ordinary

course of business, using guarantee facilities with financial institutions to provide these bonds to customers. At 31 December 2025, the Group had

£162.7m outstanding related to performance and advanced payment bonds (2024: £167.1m). These are treated as a contingent liability until such time it

becomes probable that payment will be required under the individual terms of each arrangement. It is judged to be a remote possibility that a payment will

be required under any of the current performance or advance payment bonds.

At 31 December 2025, the Group had no contingent assets (2024: £nil).

32 Share-based payments

The Group operates a Long Term Incentive Plan (the ‘Plan’). Under the Plan, Executive Directors and certain members of senior management are granted

nil-cost share options with a vesting period of three years. The awards are exercised automatically on vesting; in addition, the Executive Directors are

subject to a two-year post-vesting holding period.

Performance share awards are granted to Executive Directors and key management personnel which are subject to performance conditions including

total shareholder return, earnings per share, return on capital employed and operating profit margin. Conditional awards are granted under which senior

management receive shares subject only to service conditions, ie the requirement for participants to remain in employment with the Group over the

vesting period. Participants are entitled to receive dividend equivalents on these awards.

Outstanding awards are as follows:

	Number
Outstanding at 1 January 2024	2,088,266
Granted during 2024	681,046
Lapsed during 2024	(122,387)
Exercised during 2024	(652,419)
Outstanding at 31 December 2024 and 1 January 2025	1,994,506
Granted during 2025	618,562
Lapsed during 2025	(76,755)
Exercised during 2025	(671,060)
Outstanding at 31 December 2025	1,865,253
Exercisable at 1 January 2024	–
Exercisable at 31 December 2024 and 1 January 2025	–
Exercisable at 31 December 2025	–

The average share price during the year was 1,444.6p (2024: 1,298.7p).

Under IFRS 2, the fair value of services received in return for share awards granted is measured by reference to the fair value of share options granted.

The estimate of the fair value of share awards granted is measured based on a stochastic model. The contractual life of the award is used as an input

into this model, with expectations of early exercise being incorporated into the model.

The inputs into the stochastic model are as follows:

	2025	2024
Share price at grant	1,392.0p	1,006.0p
Weighted average exercise price	0.0p	0.0p
Expected volatility	33.6%	31.5%
Expected life	3 years	3 years
Risk-free rate	4.1%	4.2%
Expected dividend yield	0.00%	0.00%

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years, adjusted for any expected

changes to future volatility due to publicly available information.

The Group recognised total expenses (included in operating costs) of £4.9m (2024: £4.2m) related to equity-settled, share-based payment transactions.

The weighted average fair value of options granted in the year was 1.444.6p (2024: 1,298.7p). Options outstanding at the year end have a weighted

average remaining contractual life of 1.2 years (2024: 1.2 years).

The awards, which are taken as shares, are intended to be satisfied from shares held under the Keller Group Employee Benefit Trust (the ‘Trust’) or from

treasury shares held. The shares held by the Trust are accounted for as a deduction from equity in retained earnings. At 31 December 2025, 1,163,322

(2024: 1,564,680) ordinary shares were held by the Trust with a value of £15.5m (2024: £20.5m).

27 Lease liabilities

Set out below are the carrying amounts of lease liabilities (included within note 26 within loans and borrowings) and the movements during the year:

	2025	2024
	£m	£m
At 1 January	98.0	91.6
Additions	21.4	26.4
Contract modifications	7. 2	8.8
Interest expense	6.4	6.2
Payments	(37.5)	(34.2)
Exchange movements	(4.0)	(0.8)
At 31 December	91.5	98.0
Current	29.9	27.5
Non-current	61.6	70.5

28 Share capital and reserves

	2025	2024
	£m	£m
Allotted, called up and fully paid equity share capital:
73,099,735 ordinary shares of 10p each (2024: 73,099,735)	7.3	7.3

The company has one class of ordinary shares, which carries no rights to fixed income. There are no restrictions on the transfer of these shares.

The capital redemption reserve of £7.6m is a non-distributable reserve created when the company’s shares were redeemed or purchased other than

from the proceeds of a fresh issue of shares.

The other reserve of £56.9m is a non-distributable reserve created when merger relief was applied to an issue of shares under section 612 of the

Companies Act 2006 to part-fund the acquisition of Keller Canada. The reserve becomes distributable should Keller Canada be disposed of.

As at 31 December 2025, the total number of shares held in treasury was 2,686,898 (2024: 123,153). The increase in treasury shares reflects 2,570,100

shares (2024: nil) purchased under the Group’s announced share buyback arrangements. The cost of the market purchases was £38.9m (2024: £nil). In

addition, 6,355 treasury shares (2024: 199,980) were issued to satisfy obligations under the Keller Group plc Long Term Incentive Plan.

During the year to 31 December 2025, 253,175 ordinary shares were purchased by the Keller Group Employee Benefit Trust (2024: 1,454,195 purchased)

to be used to satisfy future obligations of the company under the Keller Group plc Long Term Incentive Plan and 654,533 shares were utilised to satisfy the

obligation in the year (2024: 426,686). This brings the total ordinary shares held by the Employee Benefit Trust to 1,163,322 (2024: 1,564,680). The cost of

the market purchases was £3.6m (2024: £20.1m).

There is a dividend waiver in place for both shares held in treasury and by the Keller Group Employee Benefit Trust.

29 Related party transactions

Transactions between the parent, its subsidiaries and joint operations, which are related parties, have been eliminated on consolidation. Other related

party transactions are disclosed below:

Compensation of key management personnel

The remuneration of the Board and Executive Committee, who are the key management personnel, comprised:

	2025	2024
	£m	£m
Short-term employee benefits	8.7	8.5
Post-employment benefits	0.3	0.3
Termination payments	–	–
	9.0	8.8

Other related party transactions

As at 31 December 2025, there was a net balance of £nil (2024: £nil) owed by the joint venture. These amounts are unsecured, have no fixed date of

repayment and are repayable on demand.

30 Commitments

Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred was £11.5m (2024: £16.9m) and relates to property, plant and

equipment purchases.

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Notes to the consolidated financial statements continued

The value of the scheme liabilities has been determined by the actuary using the following assumptions:

	The Keller Group	The Keller Group	German	German
	Pension Scheme	Pension Scheme	and Austrian	and Austrian
	(UK)	(UK)	schemes	schemes
	2025	2024	2025	2024
	%	%	%	%
Discount rate	5.5	5.6	3.5	3.3
Interest on assets	5.5	5.6	–	–
Rate of increase in pensions in payment	3.5	3.6	2.5	2.5
Rate of increase in pensions in deferment	2.5	2.8	2.9	2.6
Rate of inflation	3.2	3.5	2.9	2.6

The mortality rate assumptions are based on published statistics. The average remaining life expectancy, in years, of a pensioner retiring at the age of 65

at the balance sheet date is:

	The Keller Group	The Keller Group	German	German
	Pension Scheme	Pension Scheme	and Austrian	and Austrian
	(UK)	(UK)	schemes	schemes
	2025	2024	2025	2024
Male currently aged 65	21.3	21.3	22.7	22.5
Female currently aged 65	24.2	24.1	25.6	25.4

The assets of the schemes were as follows:

	The Keller Group	The Keller Group	German,	German,
	Pension Scheme	Pension Scheme	Austrian and	Austrian and
	(UK)	(UK)	other schemes	other schemes
	2025	2024	2025	2024
	£m	£m	£m	£m
Equities	–	2.2	–	–
Target return funds 1	–	14.0	–	–
Bonds	1.1	20.4	–	–
Liability driven investing (LDI) portfolios 2	40.2	6.4	–	–
Cash	0.3	0.3	–	–
	41.6	43.3	–	–

1 A diversified growth fund split between mainly UK listed equities, bonds and alternative investments which are capped at 20% of the total fund.

2 A portfolio of gilt and swap contracts, backed by investment-grade credit instruments, that is designed to hedge the majority of the interest rate and inflation risks associated with the schemes’ obligations.

In 2025, multiple funds were consolidated and have since been managed by a single investment manager .

33 Retirement benefit liabilities

The Group operates pension schemes in the UK and overseas.

In the UK, the Group operates the Keller Group Pension Scheme (the ‘Scheme’), a defined benefit scheme, which has been closed to new members since

1999 and was closed to all future benefit accrual with effect from 31 March 2006. Under the Scheme, employees are normally entitled to retirement

benefits on attainment of a retirement age of 65. The Scheme is subject to UK pensions legislation which, inter alia, provides for the regulation of

work-based pension schemes by The Pensions Regulator. The trustees are aware of and adhere to the Codes of Practice issued by The Pensions

Regulator. The Scheme trustees currently comprise one member-nominated trustee and two employer-nominated trustees. An employer-nominated

trustee is also the Chair of the trustees. The Scheme exposes the Group to actuarial risks, such as longevity risk, interest rate risk and market (investment)

risk, which are managed through the investment strategy to acceptable levels established by the trustees. The Scheme can invest in a wide range of asset

classes including equities, bonds, cash, property, alternatives (including private equity, commodities, hedge funds, infrastructure, currency, high yield debt

and derivatives) and annuity policies. Any investment in derivative instruments is only made to contribute to a reduction in the overall level of risk in the

portfolio or for the purposes of efficient portfolio management. With effect from the most recent actuarial valuation date (5 April 2023), the Group agreed

to pay a contribution of £1.7m in total, paid in monthly instalments from January to August 2024. Contributions have now ceased, subject to a review of

the level of employer contributions at the next actuarial review in 2026.

In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments for contracted-out

defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation notice. The case was subsequently reviewed

by the Court of Appeal in July 2024 which upheld the High Court’s decision. The Keller Group Pension Scheme was contracted out of the additional

state pension between 1997 and 2016. Following a review of the scheme amendments during the relevant period, the Group has not identified any

amendments where further investigation is required as a result of that Court of Appeal judgment.

The Group has two UK defined contribution retirement benefit schemes. There were no contributions outstanding in respect of these schemes at

31 December 2025 (2024: £nil). The total UK defined contribution pension charge for the year was £1.6m (2024: £1.7m).

The Group has defined benefit retirement obligations in Germany and Austria. Under these schemes, employees are entitled to retirement benefits on

attainment of a retirement age of 65, provided they have either five or ten years of employment with the Group, depending on the area or field they are

working in. The amount of benefit payable depends on the grade of the employee and the number of years of service. Benefits under these schemes

only apply to employees who joined the Group prior to 1997. These defined benefit retirement obligations are funded on the Group’s balance sheet

and obligations are met as and when required by the Group.

The Group has a number of end of service schemes in the Middle East as required by local laws and regulations. The amount of benefit payable depends

on the current salary of the employee and the number of years of service. These retirement obligations are funded on the Group’s balance sheet and

obligations are met as and when required by the Group.

The Group operates a defined contribution scheme for employees in North America, where the Group is required to match employee contributions up to

a certain level in accordance with the scheme rules. The total North America pension charge for the year was £9.4m (2024: £9.0m).

In Australia, there is a defined contribution scheme where the Group is required to ensure that a prescribed level of superannuation support of an

employee’s notional base earnings is made. This prescribed level of support is currently 12.0% (2024: 11.5%). The total Australian pension charge for the

year was £6.2m (2024: £5.1m).

Details of the Group’s defined benefit schemes are as follows:

	The Keller Group	The Keller Group	German 1 ,	German 1 ,
	Pension Scheme	Pension Scheme	Austrian and	Austrian and
	(UK)	(UK)	other schemes	other schemes
	2025	2024	2025	2024
	£m	£m	£m	£m
Present value of the scheme liabilities	(36.0)	(37.0)	(15.4)	(15.2)
Fair value of assets	41.6	43.3	–	–
Surplus/(deficit) in the scheme	5.6	6.3	(15.4)	(15.2)
Irrecoverable surplus	(5.6)	(6.3)	–	–
Net defined benefit liability	–	–	(15.4)	(15.2)

1 Included in this balance is £3.7m (2024: £3.7m) in relation to the end of service schemes in the Middle East.

For the Keller Group Pension Scheme, based on the net deficit of the Scheme as at 31 December 2025 and the committed payments under the Schedule

of Contributions agreed on 15 December 2023, there is an irrecoverable surplus of £5.6m (2024: £6.3m). Management is of the view that, based on the

Scheme rules, it does not have an unconditional right to a refund of a surplus under IFRIC 14. The minimum funding requirement is equal to the IAS 19

surplus as there are no further employer contributions to be paid under the current Schedule of Contributions. The contributions will be reviewed following

the next actuarial review to be prepared as at 5 April 2026.

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Notes to the consolidated financial statements continued

A reduction in the discount rate of 0.5% would increase the deficit in the schemes by £2.0m (2024: £2.0m), whilst a reduction in the inflation assumption

of 0.5%, including its impact on the revaluation in deferment and pension increases in payment, would decrease the deficit by £1.0m (2024: £1.1m).

A decrease in the mortality rate by one year would decrease the deficit in the schemes by £1.7m. Note that these sensitivities do not include end of

service schemes in the Middle East as these are not material to the Group.

The weighted average duration of the defined benefit obligation is approximately 13 years for the UK scheme and nine years for the German and Austrian

schemes. The history of experience adjustments on scheme assets and liabilities for all the Group’s defined benefit pension schemes, including the end of

service schemes in the Middle East, are as follows:

	2025	2024	2023	2022	2021
	£m	£m	£m	£m	£m
Present value of defined benefit obligation	(51.4)	(52.4)	(58.0)	(55.7)	(77.2)
Fair value of scheme assets	41.6	43.5	46.0	42.2	63.7
Deficit in the schemes	(9.8)	(8.9)	(12.0)	(13.5)	(13.5)
Irrecoverable surplus	(5.6)	(6.3)	(5.7)	(7.3)	(12.2)
Net defined benefit liability	(15.4)	(15.2)	(17.7)	(20.8)	(25.7)
Experience adjustments on scheme liabilities	0.4	4.3	(3.1)	21.1	6.6
Experience adjustments on scheme assets	(0.7)	(3.8)	1.3	(23.2)	4.6

34 Non-controlling interests

Financial information of subsidiaries that have a material non-controlling interest is provided below:

Name	Country of incorporation	2025	2024
Keller Fondations Speciales SPA	Algeria	49%	49%

Profit attributable to non-controlling interests:

	2025	2024
	£m	£m
Keller Fondations Speciales SPA	0.3	0.3
Other interests	0.1	0.1
	0.4	0.4

Share of net assets of non-controlling interests:

	2025	2024
	£m	£m
Keller Fondations Speciales SPA	2.4	2.7
Other interests	0.4	0.3
	2.8	3.0

Aggregate amounts relating to material non-controlling interests:

	2025	2024
	£m	£m
	Keller Fondations	Keller Fondations
	Speciales SPA	Speciales SPA
Revenue	3.2	1.5
Operating costs	(2.6)	(1.1)
Operating profit	0.6	0.4
Finance costs	–	–
Profit before taxation	0.6	0.4
Taxation	(0.3)	(0.1)
Profit attributable to non-controlling interests	0.3	0.3

33 Retirement benefit liabilities continued

	The Keller Group	The Keller Group	German 1 ,	German 1 ,
	Pension Scheme	Pension Scheme	Austrian and	Austrian and
	(UK)	(UK)	other schemes	other schemes
	2025	2024	2025	2024
	£m	£m	£m	£m
Changes in scheme liabilities
Opening balance	(37.0)	(41.8)	(15.2)	(16.2)
Current service cost	–	–	(0.5)	(0.7)
Interest cost	(2.1)	(1.8)	(0.4)	(0.4)
Benefits paid	3.2	2.3	1.3	1.2
Exchange movements	–	–	(0.3)	0.6
Experience loss on defined benefit obligation	(0.2)	(0.1)	–	–
Changes to demographic assumptions	–	–	–	–
Changes to financial assumptions	0.1	4.4	(0.3)	0.3
Closing balance	(36.0)	(37.0)	(15.4)	(15.2)
Changes in scheme assets
Opening balance	43.3	46.0	–	–
Interest on assets	2.3	2.0	–	–
Administration costs	(0.1)	(0.2)	–	–
Employer contributions	–	1.6	–	–
Benefits paid	(3.2)	(2.3)	–	–
Return on plan assets less interest	(0.7)	(3.8)	–	–
Closing balance	41.6	43.3	–	–
Actual return on scheme assets	1.6	(1.8)	–	–
Statement of comprehensive income
Return on plan assets less interest	(0.7)	(3.8)	–	–
Experience loss on defined benefit obligation	(0.2)	(0.1)	–	–
Changes to financial assumptions	0.1	4.4	(0.3)	0.3
Change in irrecoverable surplus	0.7	(0.6)	–	–
Remeasurements of defined benefit plans	(0.1)	(0.1)	(0.3)	0.3
Cumulative remeasurements of defined benefit plans	(26.0)	(25.9)	(6.4)	(6.1)
Expense recognised in the income statement
Current service cost	–	–	(0.5)	(0.7)
Administration costs	(0.1)	(0.2)	–	–
Operating costs	(0.1)	(0.2)	(0.5)	(0.7)
Net pension interest income	0.2	0.2	–	–
Net pension interest cost	–	–	(0.4)	(0.4)
Income/(expense) recognised in the income statement	0.1	–	(0.9)	(1.1)
Movements in the balance sheet liability
Net liability at start of year	–	1.5	15.2	16.2
(Income)/expense recognised in the income statement	(0.1)	–	0.9	1.1
Employer contributions	–	(1.6)	–	–
Benefits paid	–	–	(1.3)	(1.2)
Exchange movements	–	–	0.3	(0.6)
Remeasurements of defined benefit plans	0.1	0.1	0.3	(0.3)
Net liability at end of year	–	–	15.4	15.2

1 Other comprises end of service schemes in the Middle East of £3.7m (2024: £3.7m).

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34 Non-controlling interests continued

	2025	2024
	£m	£m
	Keller	Keller
	Fondations	Fondations
	Speciales SPA	Speciales SPA
Non-current assets	0.6	0.5
Current assets	3.4	2.9
Current liabilities	(1.6)	(0.7)
Non-current liabilities	–	–
Share of net assets	2.4	2.7

On 29 August 2023, the Group acquired the 35% interest in the voting shares of Keller Company Limited (formerly Keller Turki Company Limited),

increasing its ownership interest to 100%. An initial cash consideration of £6.4m (SAR 30m) was paid to the non-controlling shareholders. In addition, a

contingent consideration has been agreed as part of the purchase agreement and is payable annually between the years 2023 and 2027, dependent on

the qualifying revenue generated by the business for each of those years.

As at 31 December 2025, the fair value of the contingent consideration was £1.1m (SAR 5.6m). Refer to note 26 for further information.

35 Post balance sheet events

There were no material post balance sheet events between the balance sheet date and the date of this report.

Note

2025

£m

2024

£m

Assets

Investments 2 615.3 615.3

Other assets 3 0.2 0.3

Fixed assets 615.5 615.6

Amounts owed by subsidiary undertakings:

– Amounts falling due within one year 4 14.2 12.0

Trade and other debtors 5 12.3 11.5

Cash and bank balances 4.2 12.3

Current assets 30.7 35.8

Liabilities

Trade and other creditors 6 (21.2) (20.5)

Amounts owed to subsidiary undertakings (0.6) (0.5)

Creditors: amounts falling due within one year (21.8) (21.0)

Net current assets 8.9 14.8

Total assets less current liabilities 624.4 630.4

Creditors: amounts falling due after one year – –

Net assets 624.4 630.4

Capital and reserves

Called up share capital 7.3 7.3

Share premium account 38.1 38.1

Capital redemption reserve 7.6 7.6

Other reserve 56.9 56.9

Retained earnings 514.5 520.5

Shareholders’ funds 624.4 630.4

The company’s profit for the year was £67.8m (2024: £143.4m).

These financial statements were approved by the Board of Directors and authorised for issue on 2 March 2026.

They were signed on its behalf by:

James Wroath David Burke

Chief Executive Officer Chief Financial Officer

As at 31 December 2025Company balance sheet

213Keller Group plc Annual Report and Accounts 2025212 Strategic report Governance Financial statements Additional information

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1 Principal accounting policies

Basis of preparation

The separate financial statements of the company are presented as required by the Companies Act 2006 (the ‘Act’). The company meets the definition

ofa qualifying entity under FRS 100 (‘Financial Reporting Standard 100’) issued by the Financial Reporting Council and reports under FRS 101.

Except as noted below, the company’s accounting policies are consistent with those described in the consolidated financial statements of Keller Group

plc. As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share-based

payments, financial instruments, capital management, presentation of a cash flow statement, related party transactions and comparative information.

Where required, equivalent disclosures are given in the consolidated financial statements. In addition, disclosures in relation to share capital (note 28)

anddividends (note 13) have not been repeated here as there are no differences to those provided in the consolidated financial statements.

These company financial statements have been prepared on the going concern basis and under the historical cost convention. The financial statements

are presented in pounds sterling, which is the company’s functional currency, and all values are rounded to the nearest hundred thousand, expressed in

millions to one decimal point, except when otherwise indicated.

Profit of the parent company

The company has taken advantage of section 408 of the Act and consequently the statement of comprehensive income (including the profit and loss

account) of the parent company is not presented as part of these accounts. The profit after tax of the parent company for the financial year amounted to

£67.8m (2024: £143.4m).

Amounts owed by subsidiary undertakings

Amounts owed by subsidiary undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Financial instruments

Details of the company’s risk management processes and hedge accounting are included in the disclosures in note 26 to the consolidated

financialstatements.

Investments

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

Audit fees

The company has taken the exemption granted under SI 2008/489 not to disclose non-audit fees paid to its auditors as these are disclosed in the

consolidated financial statements.

Financial guarantees

Where the company provides guarantees relating to bank borrowings and other liabilities of other Group companies, under IFRS 9 such contracts are

initially recognised in the financial statements at fair value at the time the guarantee is issued. The company estimates the fair value of the financial

guarantee as being the difference between the net present value of the contractual cash flows required under a debt instrument and the net present value

of the contractual cash flows that would have been required without the guarantee. Subsequent to initial recognition, the company’s liability under each

guarantee is measured at the higher of the amount initially recognised less the cumulative amount of income recognised in accordance with the principles

of IFRS 15 ‘Revenue from Contracts with Customers’ and the loss allowance that would be recorded on the exposure. A financial guarantee liability is

derecognised when the liability underlying the guarantee is discharged or cancelled or expires if the guarantees are withdrawn or cancelled.

capital

£m

premium

account

£m

Capital

redemption

reserve

£m

Other

reserve

£m

Retained

earnings

£m

Tot al

equity

£m

At 1 January 2024 7.3 38.1 7.6 56.9 427.6 537.5

Profit for the year – – – – 143.4 143.4

Remeasurement of defined benefit pension schemes – – – – – –

Total comprehensive income for the year – – – – 143.4 143.4

Dividends – – – – (34.6) (34.6)

Purchase of own shares for ESOP trust – – – – (20.1) (20.1)

Share-based payments – – – – 4.2 4.2

At 31 December 2024 and 1 January 2025 7. 3 38.1 7.6 56.9 520.5 630.4

Profit for the year – – – – 67.8 67.8

Remeasurement of defined benefit pension schemes – – – – – –

Total comprehensive income for the year – – – – 67.8 67.8

Dividends – – – – (36.2) (36.2)

Purchase of own shares for ESOP trust – – – – (3.6) (3.6)

Purchase of own shares – – – – (38.9) (38.9)

Share-based payments – – – – 4.9 4.9

At 31 December 2025 7. 3 38.1 7.6 56.9 514.5 624.4

Details of the capital redemption reserve and the other reserve are included in note 28 of the consolidated financial statements.

Details of the shares held by the Keller Group Employee Benefit Trust and the share-based payment scheme are included in note 32 to the consolidated

financial statements.

Of the retained earnings, an amount of £236.8m (2024: £236.8m) attributable to profits arising on an intra-group reorganisation is not distributable.

Notes to the company financial statementsFor the year ended 31 December 2025Company statement of changes in equity

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Notes to the company financial statements continued

8 Employees and Directors

The average monthly number of employees (including Executive Directors) employed by the company during the year was 56 (2024: 49).

The remuneration of the Executive Directors is disclosed in the audited section of the Remuneration policy report on pages 144 to 153. Fees payable

toNon-executive Directors totalled £0.7m (2024: £0.6m).

9 Pension liabilities

In the UK, the company participates in the Keller Group Pension Scheme (the ‘Scheme’), a defined benefit scheme, details of which are given in note 33

tothe consolidated financial statements. The company’s share of the present value of the assets of the Scheme at the date of the last actuarial valuation

on 5 April 2023 was £13.1m and the actuarial valuation showed a funding level of 98%.

Details of the actuarial methods and assumptions, as well as steps taken to address the deficit in the Scheme, are given in note 33 to the consolidated

financial statements. The policy for determining the allocation of each participating company’s pension liability is based on where each Scheme

memberwas employed.

In respect of Guaranteed Minimum Pension, the estimated increase in the Scheme’s liabilities was £0.2m. This was recognised as a past service cost

in2018. An allowance has been made for an irrecoverable surplus of £1.7m (2024: £1.9m), representing the company’s allocation as a result of the

Group not having an unconditional right to the refund of a surplus under IFRIC 14. These items are explained further in note 33 to the consolidated

financial statements.

In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments for contracted-out

defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation notice. The case was subsequently reviewed

by the Court of Appeal in July 2024 which upheld the High Court’s decision. The Keller Group Pension Scheme was contracted out of the additional

state pension between 1997 and 2016. Following a review of the scheme amendments during the relevant period, the Group has not identified any

amendments where further investigation is required as a result of that Court of Appeal judgment.

Details of the company’s share of the Scheme are as follows:

2025

£m

2024

£m

Present value of the Scheme liabilities (10.5) (10.6)

Present value of assets 12.2 12.5

Surplus in the Scheme 1.7 1.9

Irrecoverable surplus (1.7) (1.9)

Net defined benefit liability – –

The assets of the Scheme were as follows:

2025

£m

2024

£m

Equities – 0.6

Target return funds

– 4.0

Bonds 0.3 5.9

Liability driven investing (LDI) portfolios

11.8 1.9

Cash 0.1 0.1

12.2 12.5

1 A diversified growth fund split between mainly UK listed equities, bonds and alternative investments which are capped at 20% of the total fund.

2 Investments

2025

£m

2024

£m

Shares at cost

At 1 January 615.3 515.9

Additions – 116.6

Disposals – (17.2)

At 31 December 615.3 615.3

There were no investment movements in 2025. In 2024, investment movements during the year were related to the increase of investment in Keller

Holdings Limited and the reduction of investment in Keller Investments LLP as a result of Group restructuring. The company’s investments are included in

note 10.

3 Other assets

2025

£m

2024

£m

Rent deposit 0.2 0.3

0.2 0.3

4 Amounts owed by subsidiary undertakings

2025

£m

2024

£m

Amounts falling due within one year 14.2 12.0

Amounts falling due after one year – –

14.2 12.0

Amounts owed by Group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

5 Trade and other debtors

2025

£m

2024

£m

Other receivables 3.3 3.5

Prepayments 9.0 8.0

12.3 11.5

6 Trade and other creditors

2025

£m

2024

£m

Trade creditors and accruals 14.4 13.7

Other creditors 6.8 6.8

21.2 20.5

7 Financial guarantees

The company and certain of its subsidiary undertakings have entered a number of guarantees in the ordinary course of business, the effects of which are

to guarantee or cross-guarantee certain bank borrowings and other liabilities of other Group companies. At 31 December 2025, the company’s liability

in respect of the guarantees against bank borrowings amounted to £nil (2024: £nil). In respect of one subsidiary, which is dormant and does not have the

funds to pay its liabilities, the company has recognised a liability for the present value of the estimated cash shortfall that will arise if the subsidiary is wound

up, which is presented as other creditors in note 6.

In addition, as set out in note 10, the company has provided a guarantee of certain subsidiaries’ liabilities to apply the exemption from having to prepare

individual accounts under section 394A and section 394C of the Companies Act 2006 and the exemption from having their financial statements audited

under sections 479A to 479C of the Companies Act 2006.

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Notes to the company financial statements continued

10 Group companies

In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries and joint ventures as at 31 December 2025 is disclosed below. Unless

otherwise stated, each of the subsidiary undertakings is wholly owned through ordinary shares by intermediate subsidiary undertakings.

All of the subsidiary undertakings are included within the consolidated financial statements.

All trading companies are engaged in the principal activities of the Group, as defined in the Directors’ report.

Name Address

A.C.N. 000 120 936 Pty Ltd Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia

A.C.N. 008 673 167 Pty Ltd Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia

A.C.N. 060 983 593 Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

A.C.N. 061 311 395 Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

Ansah Asia Sdn Bhd 8A, Jalan Vivekananda, Off Jalan Tun Sambanthan, Brickfields, Kuala Lumpur, 50470, Malaysia

Austral Construction Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

Austral Group Holdings Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

Austral Investors Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

Austral Plant Services Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia

Capital Insurance Limited 1st Floor Goldie House, 1–4 Goldie Terrace, Upper Church Street, Douglas, IM1 1EB, Isle of Man

Case Foundation Company 2405 York Road, Suite 201, Lutherville Timonium, Maryland, 21093, United States

Cyntech Construction Ltd Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, BC V7X 1L3

Frankipile Botswana (Pty) Limited First floor, Plot 64518, Fairgrounds Office Park, Gaborone, Botswana

Frankipile Ghana Limited Plot LI/13/86, Bethlehem Street, Thema, Ghana

Frankipile International Projects Limited C/O DTOS Ltd, 10th floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius

Frankipile Mauritius International

(Seychelles) Limited

Ocean Gate House, Ground Floor, Room 12, Victoria, Mahe, Seychelles

GENCO Geotechnical Engineering

Contractors Limited

Sheraton Buildings-Plot 10, Block 1161, El Nozha, Cairo, Egypt

GEO Instruments Polska Sp. z o.o. Lysakow Drugi nr 47, 28–300 Jedrzejow, Poland

Geo-Instruments Sarl 8 Allee des Ginkgos, Parc d’Activites du Chene, Activillage, 69673 Bron Cedex, France

GEO-Instruments, Inc. 2405 York Road, Suite 201, Lutherville Timonium, Maryland, 21093, United States

GEO-Instruments Ltd 101 – 2141 rue Nobel, Sainte-Julie, Québec, J3E1Z9, Canada

GSIH-RECON JV LLC 181 South Kukui Street, Honolulu, Hawaii 96813, United States

Keller (M) Sdn Bhd 8A, Jalan Vivekananda, Off Jalan Tun Sambanthan, Brickfields, Kuala Lumpur, 50470, Malaysia

Keller AMEA Hub Investment L.L.C. Unit 302, Level 103, Arenco Tower, Sheikh Zayed Road, Dubai Media City, Al Sufouh 2, Dubai,

United Arab Emirates

Keller Arabia Contracting Company LLC KGAF6755, 6755 Prince Sultan Bin Abdulaziz road, 3357 Ulaia District, Tabuk 47911, Kingdom of

Saudi Arabia

Keller Australia Pty Limited

Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia

Keller Canada Holdings Ltd Suite 2600, Three Bentall Centre, P.O. Box 49314, 595 Burrard Street, Vancouver BC, V7X 1 L3,

Canada

Keller Central Asia LLP Shokan Valikhanov street, building 13, entrance 4, block B, Atyrau city, 060002, Kazakhstan

Keller Cimentaciones Chile, SpA Avenida De Apoquindo 3885, piso 18 la Comuna de las Condes, Santiago, Chile

Keller Cimentaciones de Latinoamerica

SA de CV

Av. Presidente Masaryk 101, Int. 402, Bosque de Chapultepec I Seccion Delegacion Miguel Hidalgo,

11580 CDMX, Mexico

Keller Cimentaciones, S.L.U. Calle de la Argentina, 15, 28806 Alcala de Henares, Madrid, Spain

Keller Company Limited PO Box 718, Dammam, 31421, Saudi Arabia

Keller Drilling, Inc. 330 North Brand Blvd., Suite 700, Glendale, California, United States

Keller Egypt LLC Sheraton Buildings, Plot 10, Block 1161, El Nozha, Cairo, Egypt

Keller Engineering Inc. 7550 Teague Road, Suite 300, Hanover, 21076, United States

Keller Finance Australia Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Keller Finance Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Keller Financial Services Sp. z o.o. ul. Przyokopowa 31, Warsaw, 01-208, Poland

Keller Fondations Speciales SAS 2 rue Denis Papin, 67120, Duttlenheim, France

Keller Fondations Speciales SPA

No. 35, Route de Khmiss El Khechna, Sbâat, 16012 Rouiba, w. Alger, Algeria

2025

£m

2024

£m

Changes in Scheme liabilities

Opening balance (10.6) (12.0)

Interest cost (0.7) (0.5)

Benefits paid 0.9 0.7

Experience loss on defined benefit obligation (0.1) –

Changes to financial assumptions – 1.2

Closing balance (10.5) (10.6)

Changes in Scheme assets

Opening balance 12.5 13.3

Interest on assets 0.7 0.6

Employer contributions – 0.4

Benefits paid (0.9) (0.7)

Return on plan assets less interest (0.1) (1.1)

Closing balance 12.2 12.5

Actual return on Scheme assets 0.6 (0.5)

Statement of comprehensive income

Return on plan assets less interest (0.1) (1.1)

Experience loss on defined benefit obligation (0.1) –

Changes to financial assumptions – 1.2

Change in irrecoverable surplus 0.2 (0.2)

Remeasurements of defined benefit plans – (0.1)

Cumulative remeasurements of defined benefit plans (3.6) (3.6)

Income recognised in the income statement

Administration costs – –

Net pension interest income – 0.1

Income recognised in the income statement – 0.1

Movements in the balance sheet liability

Net liability at start of year – 0.4

Income recognised in the income statement – (0.1)

Employer contributions – (0.4)

Remeasurements of defined benefit plans – 0.1

Net liability at end of year – –

The contributions expected to be paid during 2025 are £nil.

The history of experience adjustments on Scheme assets and liabilities is as follows:

2025

£m

2024

£m

2023

£m

2022

£m

2020

£m

Present value of defined benefit obligations (10.5) (10.6) (12.0) (12.0) (8.1)

Fair value of Scheme assets 12.2 12.5 13.3 13.0 9.0

Surplus/(deficit) in the Scheme 1.7 1.9 1.3 1.0 0.9

Irrecoverable surplus (1.7) (1.9) (1.7) (2.3) (1.7)

Net defined benefit liability – – (0.4) (1.3) (0.8)

Experience adjustments on Scheme liabilities (0.1) 1.2 (0.1) 5.0 0.8

Experience adjustments on Scheme assets (0.1) (1.1) (0.5) (4.4) 0.7

The company contributes to a defined contribution scheme; there were no contributions outstanding in respect of the Scheme at 31 December 2025

(2024: £nil).

9 Pension liabilities continued

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Name Address

RECON Europe Holding, LLC 251 Little Falls Drive, Wilmington, Delaware, 19808 United States

RECON GP, LLC 251 Little Falls Drive, Wilmington, Delaware, 19808 United States

RECON Holdings II, Inc. 251 Little Falls Drive, Wilmington, Delaware, 19808 United States

RECON Holdings III, Inc 251 Little Falls Drive, Wilmington, Delaware, 19808 United States

RECON Services, Inc. 251 Little Falls Drive, Wilmington, Delaware, 19808, United States

Remedial Construction Services, L.P 211 E. 7th Street, Suite 620, Austin, Texas, 78701, United States

Resource Piling (M) Sdn. Bhd. 8A, Jalan Vivekananda, Off Jalan Tun Sambanthan, Brickfields, Kuala Lumpur, 50470, Malaysia

Suncoast Post-Tension, Ltd The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, United States

1 Share capital consists of 99% ordinary shares. The remaining 1% consists of ordinary A, ordinary B and ordinary C shares.

2 51% owned by Keller Fondations Speciales SAS, <1% owned by Keller Grundbau GmbH, Keller Holding GmbH and Keller Holdings Limited respectively.

3 >99% owned by Keller Holdings Limited.

4 70% owned by Keller Holdings Limited.

5 49% owned by Keller Holdings Limited.

6 50% owned by Keller Holdings Limited.

7 Share capital consists of 56% Class A shares and 44% Class B shares. Keller Foundations (SE Asia) Pte Limited owns 100% of the Class A shares and 25% of the Class B shares.

Keller Group plc has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from having to prepare individual

accounts under section 394A and section 394C of the Companies Act 2006 in respect of the year ended 31 December 2025:

Company Registered number

Keller Finance Australia Limited 06768174

Keller Finance Limited 02922459

Keller Holdings Limited 02499601

Keller Group plc has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under sections 479A to

479C of the Companies Act 2006 in respect of the year ended 31 December 2025:

Company Registered number

Keller US Finance Limited 16118582

Makers UK Limited 01250640

Name Address

Keller Fondazioni S.r.l Via Isarco 1, Varna, I-39040, Italy

Keller Foundations (S E Asia) Pte Ltd 18 Boon Lay Way, #04–104, Tradehub 21, 609966, Singapore

Keller Foundations Contracting LLC 2503, Palace Towers T1, Dubai Silicon Oasis, United Arab Emirates

Keller Foundations Ltd Suite 2600, Three Bentall Centre, P.O. Box 49314, 595 Burrard Street, Vancouver BC, V7X 1 L3,

Canada

Keller Foundations Vietnam Company

Limited

24 Dang Thai Mai Street, Ward 7, Phu Nhuan District, Ho Chi Minh City, Vietnam

Keller Funderingstechnieken B.V. Europalaan 16, 2408 BG, Alphen aan den Rijn, Netherlands

Keller Funderingstechnieken Belgie BV 17A, Ringlaan, 2960, Brecht, Belgium

Keller Geotechnics (Mauritius) Ltd Geoffrey Road, Bambous, Mauritius

Keller Geotechnics Tanzania Ltd

1127 Amverton Tower, Chole Road, Dar es Salaam, Tanzania

Keller Geotehnica Srl Bucuresti Sectorul 1, Str., Uruguay, Nr. 27, Etaj 1, Ap. 2, 011444 Bucuresti, Romania

Keller Geoteknikk AS Hovfaret 13, Oslo, 0275, Norway

Keller Ground Engineering Bangladesh

Limited

661/3 Ashkona Bazar, Hazi Camp, Dhakinkhan, Dhaka-1230, Bangladesh, Dhaka, Bangladesh

Keller Ground Engineering India Private

Limited

7th Floor, Eastern Wing, Centennial Square 6A, Dr Ambedkar Road, Kodambakkam, Chennai,

600024, India

Keller Ground Engineering LLC

Office # 14, Building # 700 Boushar Street 51, Oman

Keller Grundbau Ges.m.b.H. Guglgasse 15, BT4a/3.OG, Vienna, 1110, Austria

Keller Grundbau GmbH Kaiserleistraße 8, Offenbach am Main, 63067, Germany

Keller Grundlaggning AB Östra Lindomev 50, 437 34, Lindome, Sweden

Keller Holding GmbH Kaiserleistraße 8, Offenbach am Main, 63067, Germany

Keller Holdings Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Keller Holdings, Inc. The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, United States

Keller Industrial, Inc. 820 Bear Tavern Road, West Trenton, New Jersey, 08628, United States

Keller Limited Oxford Road, Ryton-on-Dunsmore, Coventry, West Midlands, CV8 3EG, United Kingdom

Keller Management Services, LLC The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States

Keller Mélyépítő Korlátolt Felelősségű

Társaság

1124 Budapest, Csörsz utca 41. 6. em., Hungary

Keller Mocambique, SU, Limitada Bairro da Matola D, Estrada Nacional N4, Avenida Samora Machel nr. 393, Matola, Mozambique

Keller New Zealand Limited C/-GazeBurt, 1 Nelson Street, Auckland, 1010, New Zealand

Keller North America, Inc. The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, United States

Keller Polska Sp. z o.o. ul. Poznanska172, Ozarow Mazowiecki, PL-05850, Poland

Keller Pty Ltd Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia

Keller Puerto Rico, LLC The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, United States

Keller Qatar L.L.C

Office No 273 Al Jazeera Complex-B Satwa Road, Wholesale Market, Doha, Qatar

Keller Regional Headquarters Co. 5245, King Khaled Street, PO Box 8113, Muhammed Ibn Saud, Dammam, Saudi Arabia

Keller speciálne zakladani spol. s r.o. Na Pankraci 1618/30, 14000 Praha 4, Czech Republic

Keller specialne zakladanie spol.s.r.o. Galvaniho 15/A, Bratislava, 82701, Slovakia

Keller Ukraine LLC 30, Vasylkivska Street, Kiev, 03022, Ukraine

Keller US Finance Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Keller West Africa S.A. BP 1238 Abidjan-Marcory, Zone 4C, Rue Clement Ader, Côte d’Ivoire

Keller-MTS AG Allmendstrasse 5, Regensdorf, 8105, Switzerland

KFS Finland Oy

Haarakaari 42, TUUSULA, 04360, Finland

KGS Keller Gerate & Service GmbH Schwarzwaldstraße 1, Renchen, 77871, Germany

Makers Holdings Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Makers UK Limited 2 Kingdom Street, London, W2 6BD, United Kingdom

Moretrench Industrial Inc. 820, Bear Tavern Road, West Trenton, New Jersey, 08628, United States

Piling Contractors Pty Limited Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia

PT. Keller Ground Indonesia

Gedung Graha Kencana Lantai 7 Unit B-I, Jalan Raya Perjuangan No. 88, Kebon Jeruk, Jakarta Barat,

11530, Indonesia

10 Group companies continued

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The Group’s results as reported under International Financial Reporting Standards (IFRS) and presented in the consolidated financial statements (the

‘statutory results’) are significantly impacted by movements in exchange rates relative to sterling, as well as by exceptional items and non-trading amounts

relating to acquisitions.

As a result, adjusted performance measures have been used throughout the Annual Report and Accounts to describe the Group’s underlying

performance. The Board and Executive Committee use these adjusted measures to assess the performance of the business because they consider

them more representative of the underlying ongoing trading result and allow more meaningful comparison to prior year.

Underlying measures

The term ‘underlying’ excludes the impact of items which are exceptional by their size and/or are non-trading in nature, including amortisation of acquired

intangible assets and other non-trading amounts relating to acquisitions and disposals (collectively ‘non-underlying items’), net of any associated tax.

Underlying measures allow management and investors to compare performance without the potentially distorting effects of one-off items or non-

trading items. Non-underlying items are disclosed separately in the consolidated financial statements where it is necessary to do so to provide further

understanding of the financial performance of the Group.

Constant currency measures

The constant currency basis (‘constant currency’) adjusts the comparative to exclude the impact of movements in exchange rates relative to sterling.

This is achieved by retranslating the 2024 results of overseas operations into sterling at the 2025 average exchange rates.

A reconciliation between the underlying results and the reported statutory results is shown on the face of the consolidated income statement, with non-

underlying items detailed in note 9 to the consolidated financial statements. A reconciliation between the 2024 underlying result and the 2024 constant

currency result is shown below and compared to the underlying 2025 performance:

Revenue by segment

2025 2024

Statutory

change

Constant

currency

change

Statutory

£m

Statutory

£m

Impact of

exchange

movements

£m

Constant

currency

£m

North America 1,815.7 1,785.8 (57.2) 1,728.6 +1.7 +5.0

Europe and Middle East 873.4 835.1 4.0 839.1 +4.6 +4.1

Asia-Pacific 398.2 365.8 (18.2) 347.6 +8.9 +14.6

Group 3,087. 3 2,986.7 (71.4) 2,915.3 +3.4 +5.9

Underlying operating profit by segment

2025 2024

Underlying

change

Constant

currency

change

Underlying

£m

Underlying

£m

Impact of

exchange

movements

£m

Constant

currency

£m

North America 166.2 190.0 (6.1) 183.9 -12.5 -9.6

Europe and Middle East 38.8 7.9 0.2 8.1 +391.1 +379.0

Asia-Pacific 30.6 28.7 (2.0) 26.7 +6.6 +14.6

Central items (17.4) (14.0) 0.1 (13.9) +24.3 +25.2

Group 218.2 212.6 (7.8) 204.8 +2.6 +6.5

Underlying operating margin

Underlying operating margin is underlying operating profit as a percentage of revenue.

Adjusted performance measures

Other adjusted measures

Where not presented and reconciled on the face of the consolidated income statement, consolidated balance sheet or consolidated cash flow statement,

the adjusted measures are reconciled to the IFRS statutory numbers below:

EBITDA (statutory)

2025

£m

2024

£m

Underlying operating profit 218.2 212.6

Depreciation and impairment of owned property, plant and equipment 77.3 78.8

Depreciation and impairment of right-of-use assets 31.7 29.9

Amortisation of intangible assets 0.1 0.1

Underlying EBITDA 327.3 321.4

Non-underlying items in operating costs (excluding goodwill impairment) (10.8) (10.6)

Non-underlying items in other operating income 1.5 6.4

EBITDA 318.0 317. 2

EBITDA (IAS 17 covenant basis)

2025

£m

2024

£m

Underlying operating profit 218.2 212.6

Depreciation and impairment of owned property, plant and equipment 77.3 78.8

Depreciation and impairment of right-of-use assets 31.7 29.9

Legacy IAS 17 operating lease charges (37.6) (34.3)

Amortisation of intangible assets 0.1 0.1

Underlying EBITDA 289.7 287.1

Non-underlying items in operating costs (excluding goodwill impairment) (10.8) (10.6)

Non-underlying items in other operating income 1.5 6.4

EBITDA 280.4 282.9

Net finance costs

2025

£m

2024

£m

Finance income (4.5) (6.6)

Underlying finance costs 25.4 27. 8

Net finance costs (statutory) 20.9 21.2

Exclude: Finance charge on lease liabilities

(6.4) (6.2)

Lender covenant adjustments (1.0) (0.8)

Net finance costs (IAS 17 covenant basis) 13.5 14.2

1 Excluding legacy IAS 17 finance leases.

Strategic report Governance Financial statements Additional information 223Keller Group plc Annual Report and Accounts 2025222

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Contents Generation - SectionAdditional information Adjusted performance measures

Net capital expenditure

2025

£m

2024

£m

Acquisition of property, plant and equipment 90.3 89.0

Acquisition of other intangible assets 0.1 –

Proceeds from sale of property, plant and equipment (12.9) (29.0)

Net capital expenditure 77.5 60.0

Net debt

2025

£m

2024

£m

Current loans and borrowings 29.2 27.5

Non-current loans and borrowings 281.2 307.1

Cash and cash equivalents (281.5) (207.7)

Net debt (statutory) 28.9 126.9

Lease liabilities

(88.6) (97.4)

Net (cash)/debt (IAS 17 covenant basis) (59.7) 29.5

1 Excluding legacy IAS 17 finance leases.

Leverage ratio

The leverage ratio is calculated as net debt to underlying EBITDA.

Statutory

2025

£m

2024

£m

Net debt 28.9 126.9

Underlying EBITDA 327.3 321.4

Leverage ratio (x) 0.1 0.4

IAS 17 covenant basis

2025

£m

2024

£m

Net (cash)/debt (59.7) 29.5

Underlying EBITDA 289.7 287.1

Leverage ratio (x) (0.2) 0.1

Order book

The Group’s disclosure of its order book is aimed to provide insight into its backlog of work and future performance. The Group’s order book is not a

measure of past performance and therefore cannot be derived from its consolidated financial statements. The Group’s order book comprises the

unexecuted elements of orders on contracts that have been awarded. Where a contract is subject to variations, only secured variations are included in

thereported order book.

Free cash flow

The calculation of free cash flow is set out in the Chief Financial Officer’s review and is reconciled to movements in the consolidated cash flow statement

and other movements in net debt as set out below.

2025

£m

2024

£m

Net cash inflow from operating activities 258.4 265.9

Net cash outflow from investing activities (71.2) (57.7)

Exclude:

Cash inflows from non-underlying items – historic claims – (1.4)

Cash outflows from non-underlying items – ERP costs 9.7 4.9

Cash outflows from non-underlying items – restructuring costs 0.9 4.9

Acquisition of subsidiaries, net of cash acquired 0.6 0.9

Disposal of subsidiaries (0.2) 2.6

Include:

Increase in net debt from new leases (21.4) (26.4)

Increase in net debt from amortisation of deferred finance costs (0.9) (1.1)

Free cash flow 175.9 192.6

Operating cash flow conversion

The calculation of operating cash flow conversion is set out in the Chief Financial Officer’s review and is reconciled to movements in the consolidated cash

flow statement and other movements in net debt as set out below.

2025

£m

2024

£m

Free cash flow (as defined above) 175.9 192.6

Exclude:

Interest received (4.0) (5.8)

Interest paid 17.6 20.4

Interest element of lease rental payments 6.4 6.2

Increase in net debt from amortisation of deferred finance costs 0.9 1.1

Income tax paid 38.5 65.6

Free cash flow before interest and tax 235.3 280.1

Operating profit before non-underlying items 218.2 212.6

Free cash flow before interest and tax as a percentage of operating profit before non-underlying items 108% 132%

continuedAdjusted performance measures

Strategic report Governance Financial statements Additional information 225Keller Group plc Annual Report and Accounts 2025224

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Contents Generation - Section Contents Generation - Section

Financial record

2016

£m

2017

£m

2018

£m

2019

£m

2020

£m

2021

£m

2022

£m

2023

£m

2024

£m

2025

£m

Consolidated income statement

Continuing operations

Revenue 1,780.0 2,070.6 2,224.5 2,300.5 2,062.5 2,222.5 2,944.6 2,966.0 2,986.7 3,087. 3

Underlying EBITDA 158.6 177.2 167.5 198.4 205.0 185.9 205.6 293.1 321.4 327. 3

Underlying operating profit 95.3 108.7 96.6 103.8 110.1 88.5 108.6 180.9 212.6 218.2

Underlying net finance costs (10.2) (10.0) (16.1) (22.5) (13.2) (8.9) (15.1) (27.5) (21.2) (20.9)

Underlying profit before taxation 85.1 98.7 80.5 81.3 96.9 79.6 93.5 153.4 191.4 197.3

Underlying taxation (29.8) (24.7) (22.5) (22.4) (28.3) (18.9) (20.3) (38.8) (43.9) (45.2)

Underlying profit for the year 55.3 74.0 58.0 58.9 68.6 60.7 73.2 114.6 147.5 152.1

Non-underlying items

(7.3) 13.5 (71.8) (37.2) (27.5) (5.1) (28.2) (24.8) (4.8) (9.0)

Profit/(loss) for the year 48.0 87.5 (13.8) 21.7 41.1 55.6 45.0 89.8 142.7 143.1

Underlying EBITDA (IAS 17 covenant basis) 158.6 177. 2 167.5 170.8 175.0 153.2 177.7 259.3 287.1 289.7

Consolidated balance sheet

Working capital 152.5 181.3 225.4 200.9 180.3 149.6 303.4 261.5 232.0 193.6

Property, plant and equipment 405.6 399.2 422.0 460.6 434.9 443.4 486.5 480.2 461.4 456.9

Intangible and other non-current assets 218.2 198.3 179.5 192.3 183.5 232.0 203.1 185.9 204.3 214.3

Net debt (statutory) (305.6) (229.5) (286.2) (289.8) (192.5) (193.3) (298.9) (237.3) (126.9) (28.9)

Other net assets/liabilities (41.1) (77.1) (114.2) (166.5) (196.2) (203.7) (197.3) (172.3) (174.1) (191.7)

Net assets 429.6 472.2 426.5 397.5 410.0 428.0 496.8 518.0 596.7 644.2

Net (debt)/cash (IAS 17 covenant basis) (305.6) (229.5) (286.2) (213.1) (120.9) (119.4) (218.8) (146.2) (29.5) 59.7

Underlying key performance indicators

Diluted earnings per share from continuing

operations (p) 74.8 101.8 79.1 81.3 96.3 84.2 100.7 153.9 199.9 211.3

Dividend per share (p) 28.5 34.2 35.9 35.9 35.9 35.9 37.7 45.2 49.7 70.4

Operating margin 5.4% 5.2% 4.3% 4.5% 5.3% 4.0% 3.7% 6.1% 7.1% 7.1%

Return on capital employed

15.3% 15.1% 13.2% 14.4% 16.4% 13.9% 14.9% 22.8% 28.2% 30.7%

Net debt: EBITDA (statutory) 1.9x 1.3x 1.7x 1.5x 0.9x 1.0x 1.5x 0.8x 0.4x 0.1x

Net debt/(cash): EBITDA (IAS 17 covenant basis) 1.9x 1.3x 1.7x 1.2x 0.7x 0.8x 1.2x 0.6x 0.1x (0.2)x

1 Non-underlying items are items which are exceptional by their size and/or are non-trading in nature and are disclosed separately in the financial statements where it is necessary to do so to provide

further understanding of the financial position of the Group.

2 Calculated as underlying operating profit expressed as a percentage of average capital employed. ‘Capital employed’ is net assets before non-controlling interests plus net debt and net defined benefit

retirement liabilities.

Company Secretary

Catherine Shuttleworth

Advisers

Joint brokers

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

Financial advisers

Rothschild & Co.

New Court, St. Swithin’s Lane

London

EC4N 8AL

Legal advisers

DLA Piper UK LLP

160 Aldersgate Street

London

EC1A 4HT

Financial public relations advisers

FTI Consulting

200 Aldersgate Street

London

EC1A 4HD

Registered office

2 Kingdom Street

London W2 6BD

Registered number

2442580

Shareholder information

Registrars

Keller has appointed Equiniti Limited (Equiniti) to administer its shareholder register and make

dividend payments. Should you have any queries relating to your shareholding, Equiniti can be

contacted as follows:

Online: help.shareview.co.uk

Telephone: +44 (0)371 384 2264

Accessibility: For deaf and speech impaired customers, Equiniti welcomes calls via Relay UK, please

see relayuk.bt.com for more information.

Mail: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.

When contacting Equiniti, please include your shareholder reference number and details of your query.

Website and shareholder communications

Our corporate website (keller.com) contains a wealth of material for shareholders, including the

current share price, the latest results, reports and press releases and information on dividends.

Keller encourages its shareholders to receive shareholder communications electronically.

Thisenables shareholders to receive information quickly and securely as well as in a more

environmentally friendly and cost-effective manner.

Further information can be obtained from Shareview or the Shareholder Helpline.

Financial calendar

20 May 2026 Annual General Meeting

29 May 2026 Final dividend record date

26 June 2026 Final dividend payment date

4 August 2026 Interim results

Dividends

Keller dividends can be paid directly into your bank or building society account instead of being

despatched to you by cheque. More information about the benefits of having dividends paid

directly into your bank or building society account, and the mandate form to set this up, can be

obtained from Equiniti.

Fraud warning

We advise our shareholders to be wary of any unsolicited telephone calls, advice or correspondence

concerning investment matters from organisations or persons claiming or implying that they have

some connection with the company. These could constitute share fraud. If it sounds too good to be

true, it often is.

Further information can be found on the Financial Conduct Authority’s website fca.org.uk/scams or

bycalling the FCA Consumer Helpline on 0800 111 6768.

Strategic report Governance Financial statements Additional information 227Keller Group plc Annual Report and Accounts 2025226

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Contents Generation - Section Contents Generation - SectionFinancial record Shareholder information

This document contains certain forward-looking statements with

respect to Keller’s financial condition, results of operations and business,

and certain of Keller’s plans and objectives with respect to these items.

Forward-looking statements are sometimes, but not always, identified

by their use of a date in the future or such words as ‘anticipates’, ‘aims’,

‘due’, ‘will’, ‘could’, ‘may’, ‘should’, ‘expects’, ‘believes’, ‘intends’, ‘plans’,

‘potential’, ‘reasonably possible’, ‘targets’, ‘goal’ or ‘estimates’. By their

very nature forward-looking statements are inherently unpredictable,

speculative and involve risk and uncertainty because they relate to

events and depend on circumstances that may occur in the future.

There are a number of factors that could cause actual results and

developments to differ materially from those expressed or implied by

these forward-looking statements.

These factors include, but are not limited to, changes in the economies

and markets in which the Group operates; changes in the regulatory and

competition frameworks in which the Group operates; the impact of legal

or other proceedings against or which affect the Group; and changes

in interest and exchange rates. For a more detailed description of these

risks, uncertainties and other factors, please see the risk management

approach and principal risks section of the strategic report.

All written or verbal forward-looking statements, made in this document

or made subsequently, which are attributable to Keller or any other

member of the Group or persons acting on their behalf are expressly

qualified in their entirety by the factors referred to above. Keller does

notintend to update these forward-looking statements.

Nothing in this document should be regarded as a profits forecast.

This document is not an offer to sell, exchange or transfer any securities

of Keller Group plc or any of its subsidiaries and is not soliciting an offer

to purchase, exchange or transfer such securities in any jurisdiction.

Securities may not be offered, sold or transferred in the United States

absent registration or an applicable exemption from the registration

requirements of the US Securities Act.

Keller Group plc

2 Kingdom Street

London W2 6BD

+44 20 7616 7575

info@keller.com

keller.com

Cautionary statement

Keller Group plc Annual Report and Accounts 2025228

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keller.com

Keller Group plc Annual Report and Accounts 2025

Building the foundations for a

sustainable

future

Annual Report and Accounts 2025