Keller Group Plc - Annual Financial Report

24 March 2026 Keller Group plc Annual Report and Accounts for the year ended 31 December 2025 Keller Group plc ("Keller", the "Company") announces that the Annual Report and Accounts for the year ended 31 December 2025 ("Annual Report 2025") is available to view on the Investors section of the Company's website at Investor centre | Keller Group plc (https://investors.keller.com/). In compliance with UK Listing Rule 6.4.3R, a copy of the Annual Report 2025 has been submitted to the National Storage Mechanism via the FCA's Electronic Submission System and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In accordance with DGTR 6.3.5R, this announcement contains information in the Appendix about the principal risks and uncertainties, the Directors' responsibility statement and note 29 to the accounts on related party transactions. This information has been extracted in full unedited text from the Annual Report 2025. This material should be read in conjunction with and is not a substitute for reading the full Annual Report 2025. References to page numbers and notes in the Appendix refer to those in the Annual Report 2025. A condensed set of financial statements was appended to the Keller's preliminary results announcement issued on 3 March 2026. For further information, please contact: Keller Group plc www.keller.com Silvana Glibota-Vigo, Group Head of Secretariat                              020 7616 7575 Notes to editors: Keller is the world's largest geotechnical specialist contractor providing a wide portfolio of advanced foundation and ground improvement techniques used across the entire construction sector. With around 10,000 staff and operations across five continents, Keller tackles an unrivalled 5,500 projects every year, generating annual revenue of c£3bn. LEI number:        549300QO4MBL43UHSN10 Appendix Principal risks and uncertainties 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 Risk velocity Measuring how quickly the risk reaches its impact ownership assessment in the event the risk crystallises. Each risk has a named owner. In addition, each principal risk is sponsored by a member of the Executive Committee, who drives progress. Likelihood Mitigating actions Further controls and mitigating activities and impact required to further mitigate likelihood or impact of the risk. Managed through a globally applied five-by -five scoring matrix. Net risk Strategic levers Capturing the impact on the Group's strategic After levers and interdependencies between principal risks. mitigating controls are taken into account. Risk Emerging risks Any relevant emerging risks where the principal appetite risk is impacted captured under medium and long-term assessed Defined at risks. a risk category level and split into five levels. 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. Financial risk 1. Inability to finance our business Risk owner - Chief Financial Officer Link to Description Causes strategy: and impact · Failure to 2, 3 Failure to accurately forecast sufficiently material exposures Timeframe: and and/or manage the MT LT effectively financial resources manage the of the Group. Link to financial viability: strength of Yes the Group Reduced could lead it facility to: headroom · 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. Mitigation Movement and internal since 2024 controls Constant · risk Centralised Seven-year Treasury £400m RCF function that secured is (initial responsible five years for managing with two one key financial -year risks, extensions). including The first liquidity and RCF one-year credit extension capacity. request was · Mixture submitted to of long-term the RCF committed agent. debt with Acceptance varying of the maturity extension dates which has been comprise a given, £400m extending revolving the RCF credit maturity to facility June 2030. maturing in This, along 2031 and a US with private continued placement strong debt of operational $300m, with performance $120m in 2025, maturing in demonstrates 2030 and a clear $180m ability to maturing in manage both 2033. existing and · The Group future maintains risks. 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. Market risk 2. A rapid downturn in our markets Risk owner - Chief Financial Officer Link to Description Causes strategy: and impact · Customers postponing 1, 3 Inability to or reducing investment in maintain a ongoing and new projects Timeframe: sustainable at short notice. MT LT level of · Impact of increasing financial inflation, especially in Link to performance steel, cement and energy. viability: throughout · Political instability Yes the leading to disruption in Revenue construction supply chains impacting decline industry both availability market cycle, and price. 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. Mitigation Movement and since 2024 internal Constant controls Risk · The The Group diverse continues to markets in maintain a which the very strong Group order book operates, across all both in divisions at terms of near record geography levels. and market Inflation segment, and interest provide rate risk is protection now to beginning to individual abate in geographic Keller's key or segment markets. slowdowns. Geopolitical · uncertainty Leveraging continues the global both due to scale of the the Group, conflicts in talent and Ukraine and resources Gaza, plus can be the impacts redeployed of US tariff to other policy. 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. Strategic risks 3. Losing our market share Risk owner - Chief Financial Officer Link to Description and Causes strategy: impact · Increased 1, 3 Inability to competitor activity achieve sustainable especially in tight Timeframe: growth, whether or contracting ST MT through organic markets. growth acquisition, · Failure to Link to new products, new adjust to changing viability: geographies or customer demands or Yes industry-specific fully understand Revenue solutions, may: and meet decline their requirements. · Jeopardise our · Inability to position as the identify changes in preferred market demands, international including changes geotechnical to promote specialist sustainability. 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. Mitigation and Movement internal since 2024 controls Constant · An annual risk business We strategy continued planning cycle to see from which we strong identify performance growth across opportunities Keller and actions to supported address market by the developments, diverse which are product monitored at range to local, maintain divisional and and grow Group level. our market · Continued share. 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. 4. Ethical misconduct and non -compliance with regulations Risk owner - General Counsel and Company Secretary Link to Description and Causes Failure to comply with laws, strategy: impact regulations or the Code of Business Conduct 2 Keller operates could stem from: in many · Failure to establish a robust corporate Timeframe: different culture. ST jurisdictions ·    Failure to identify or adequately and is subject address compliance risks, including new laws Link to to various and regulations. viability: laws, ·    Failure to embed the Group's values Yes regulations and and behaviours across the entire One-off other legal organisation. costs requirements. ·    Failure to have clear compliance Failure to policies and procedures. comply with ·    Failure to have a robust training and those laws or monitoring programme in place. regulations or ·    Inadequate due diligence in M&A the Code of process. Business ·    Deliberate non-compliance. 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. Mitigation and Movement since 2024 internal Constant Risk controls We continue to review and refresh our · A Code of compliance policies and training programme. Business We have updated our procedures to reflect Conduct that the introduction of the UK 'failure to sets out prevent fraud' offence in September 2025.The minimum Compliance Committee was formed in Q4 2025 expectations to oversee, support and advance Keller's for all ethics and compliance programme. 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. 5. Inability to maintain our technological product advantage Risk owner - Chief Construction Officer Link to Description Causes strategy: and impact · Failure to 1, 2, 3 Keller has a maintain history of investment in Timeframe: innovation innovation and MT LT that has digitisation. given us a · Increased Link to technological competitor viability: advantage investment in No which is innovative recognised by solutions. our clients · Failure to and continue to competitors. invest Failure in our people. 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. Mitigation and Movement internal since controls 2024 · Innovation Constant initiatives risk 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. 6. Climate change Risk owner - Chief Construction Officer Link to Description and Causes strategy: impact · Failure to 1, 2, 3 Climate change update product is a global and equipment Timeframe: threat and offerings in ST MT LT failure to line with both manage and legislation and Link to mitigate it customer viability: could lead to: demand. Yes · An One-off inability to costs 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. Mitigation and Movement since internal 2024 controls Constant risk · We continue to Sustainability win project Steering opportunities Committee that related to is responsible climate for resilience. integrating This is sustainability tempered by targets and the measures into introduction the Group of more business plan legislation to relating to successfully climate drive changes impact, eg important to CSRD in the company. Europe. We · Scope 1 continue to and 2 carbon focus on emissions delivering verified by against our accredited sustainability external third targets and party (Carbon meeting TCFD Intelligence). reporting · Carbon requirements. calculator tool used to identify/improv e 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. Operational risks 7. Ineffective management of our projects Risk owner - Chief Construction Officer Link to Description Causes strategy: and impact · Misinterpretation of client 1,2 Inability to requirements or miscommunication of successfully requirements by the client may lead to a Timeframe: deliver poorly designed solution and consequently ST projects in failure. line with the · Failure to understand and engage with Link to agreed the customer on a balanced approach to viability: customer allocation or sharing of risk in the Yes requirements contract. Contract (while · Failure to identify and manage risks in margin decline maintaining our projects to ensure that they are satisfactory delivered on time and to budget, eg due to and unforeseen ground and site conditions, appropriate weather-related delays, unavailability of contractual key materials, workforce shortages or terms), site equipment breakdowns. and loading · Lack of comprehensive understanding of conditions contract obligations. and local · Inadequate resources (people, physical constraints assets and materials). (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. Mitigation Movement since 2024 and internal Constant Risk controls Project execution in 2025 continued to · Ensuring maintain the improvement trend witnessed we understand throughout 2024. The new Project all of our Performance Management process was risks successfully trialled in three branches in throughout North America and will put in place better the Project controls to ensure continued effective Performance execution of projects across Keller. Management Following the successful trial, full process and rollout across Keller will commence in Q1 applying 2026. rigorous policies and processes to manage and monitor risks and contract performance. · The Group has professional commercial/con tracts 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. 8. Causing a serious injury or fatality to an employee or a member of the public Risk owner - Chief HSEQ Officer Link to Description Causes strategy: and impact · Inadequate risk 2 Failure to identification, maintain high assessment Timeframe: standards of and management. ST health and · Lack of clear safety, and leadership driving the Link to an increase safety culture. viability: in serious · Lack of employee Yes injuries or competency. One-off fatalities · Conscious decision costs leading to: taken by employee to · An shortcut approved erosion of process to benefit trust of production. employees and · Poorly designed potential processes that do not clients. eliminate or mitigate · Damage to risk. staff morale, · Lack of focus on an increase the wellbeing and in employee mental turnover health of employees and rates JV partners. and a decrease in productivity. · Threat of potential criminal prosecutions, fines, disbarring from future contract bidding and reputational damage. Mitigation and Movement internal since controls 2024 · Board-led Constant commitment to Risk 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. 9. Not having the right skills to deliver Risk owner - Chief People Officer Link to Description and Causes strategy: impact · 1, 2, 3 Failure to attract, Inability to develop and retain recruit and Timeframe: the retain ST MT LT right people could strong negatively impact performers. Link to our: · Lack of viability: · Capability to win a diverse No and execute work workforce. safely and · Failure efficiently. to maintain · Ability to stay and promote ahead of our the Keller competition. culture. · Reputation and · the confidence of our Overheating key stakeholders. 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 Movement internal controls since 2024 · Continuing to Constant invest in our RiskThere people and are still organisation in some line with the pockets of four pillars of pressure on the Keller People competition agenda as noted for skilled below. personnel · Ensuring that in some the `Right parts of Organisation' is Keller. in place with However, people having generally, clear job markets accountabilities; are each beginning organisational to show unit is properly signs of a configured with a slowdown, matrix of line which will management, hopefully functional ease this support and issue. The product focus expertise. remains on · As an retaining industry leader, staff with that Keller is the right made up of `Great skills to People' that are deliver. 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. 10. Information Technology, cyber security and assurance Risk owner - Chief Information Officer Link to Description and impact Causes strategy: Failure, degradation · Failure to 1, 2, 3 or error in IT systems maintain or cyber security appropriate Timeframe: incidents could result threat ST in: prevention, · Loss of identification Link to intellectual property and resolution viability: and mechanisms No competitive advantage. either · Loss of personal technically or data. through · Operational impact processes. restricting the · Poor ability to carry out internal business-critical governance. activities. · Failure to · Potential fines embed and penalties. preventative · Reputational culture. damage leading to loss · Lack of or of inadequate market and customer training and confidence. awareness · Failure to meet leading to client IT or security mistakes and requirements to win or errors. maintain contracts. · 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 Movement internal since controls 2024 · The Group Constant has a cyber Risk 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. 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. 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. 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