Keller Group Plc - Annual Financial Report
Annual Report and Accounts for the year ended
In compliance with
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
For further information, please contact:
Keller Group plc
www.keller.com
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 ownershipEach risk has a named
owner. In addition, each principal risk Risk velocityMeasuring how quickly the
is sponsored by a member of the risk reaches its impact assessment in
Executive Committee, who drives the event the risk crystallises.
progress.
Likelihood and impactManaged through a Mitigating actionsFurther controls and
globally applied five-by-five scoring mitigating activities required to
matrix. further mitigate likelihood or impact
of the risk.
Strategic leversCapturing the impact on
Net riskAfter mitigating controls are the Group’s strategic levers and
taken into account. interdependencies between principal
risks.
Emerging risksAny relevant emerging
Risk appetiteDefined at a risk category risks where the principal risk is
level and split into five levels. 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.
Financial risk
1. Inability to finance our business
Risk owner – Chief Financial Officer
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 Causes
preparing its
financial -- Failure to
statements. accurately
-- Fail to meet forecast material
financial exposures and/or
covenant tests, manage the
potentially financial
leading to a resources of the
default event. Group.
-- Have a lack of
available funds,
restricting
investment in
growth
opportunities,
whether through
acquisition or
innovation.
-- Be unable to meet
dividend payment
requirements.
Mitigation and internal
controls
-- Centralised
Treasury function
that is
responsible for
managing key
financial risks,
including
liquidity and
credit capacity.
Link to strategy: -- Mixture of
2, 3 long-term
committed debt
Timeframe: with varying
MT LT maturity dates
which comprise a
Link to viability: £400m revolving
Yes credit facility
Reduced facility headroom maturing in 2031
and a US private
placement debt of
$300m , with $120m
maturing in 2030
and $180m Movement since 2024
maturing in 2033. Constant risk
-- The Group Seven-year £400m RCF
maintains secured (initial five
significant years with two one-year
undrawn extensions). The first RCF
facilities within one-year extension request
a high-quality was submitted to the RCF
RCF bank agent. Acceptance of the
syndicate, which extension has been given,
underpins the extending the RCF maturity
liquidity to June 2030 . This, along
requirements of with continued strong
the Group. operational performance in
-- Strong free cash 2025, demonstrates a clear
flow profile – ability to manage both
flexibility on existing and future risks.
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
Description and impact
Inability to maintain a
sustainable level of Causes
financial performance
throughout the construction -- Customers postponing
industry market cycle, which or reducing
grows more than many other investment in ongoing
industries during periods of and new projects at
economic expansion and falls short notice.
harder than many other -- Impact of increasing
industries when the economy inflation, especially
contracts. Any significant, in steel, cement and
sustained reduction in the energy.
level of customer activity -- Political instability
could adversely affect the leading to disruption
Group’s strategy, reducing in supply chains
revenue and profitability in impacting both
the short and medium term, availability and
and negatively impact the price.
longer-term viability of the
Group.
Mitigation and internal
controls
Link to strategy:
1, 3 -- The diverse markets
in which the Group
Timeframe: operates, both in
MT LT terms of geography
and market segment,
Link to viability: provide protection to
Yes individual geographic
Revenue decline or segment slowdowns.
-- Leveraging the global Movement since 2024
scale of the Group, Constant Risk
talent and resources The Group continues to
can be redeployed to maintain a very strong order
other parts of the book across all divisions at
company during near record levels. Inflation
individual market and interest rate risk is now
slowdowns. beginning to abate in
-- Having strong local Keller’s key markets.
businesses with Geopolitical uncertainty
in-depth knowledge of continues both due to the
the local markets conflicts in Ukraine and
enables early Gaza , plus the impacts of US
detection and tariff policy.
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
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 Causes
preferred
international -- Increased competitor
geotechnical activity especially
specialist in tight or
contractor. contracting markets.
-- Lead to -- Failure to adjust to
inefficiencies and changing customer
increased operating demands or fully
costs, which in turn understand and meet
could impact our their requirements.
ability to deliver -- Inability to identify
balanced profitable changes in market
growth, which is a demands, including
key component of our changes to promote
strategy. sustainability.
-- 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 internal
Link to strategy: controls
1, 3
-- An annual business
Timeframe: strategy planning
ST MT cycle from which we
identify growth
Link to viability: opportunities and
Yes actions to address
Revenue decline 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 Movement since 2024
pipeline which is Constant risk
sector agile to We continued to see strong
growth segments of performance across Keller
the construction supported by the diverse
market. product range to maintain and
-- A geographically grow our market share.
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 strategy: 2 Timeframe: ST Description and impact Link to viability: Keller operates in many Yes different jurisdictions and One-off costs is subject to various laws, CausesFailure to comply with regulations and other legal laws, regulations or the Code requirements. Failure to of Business Conduct could comply with those laws or stem from: regulations or the Code of Business Conduct could leave -- Failure to establish the Group exposed to: a robust corporate culture. -- Instances of bribery -- Failure to identify and corruption. or adequately address -- Fraud and deception. compliance risks, -- Human rights abuses, including new laws such as modern and regulations. slavery, child labour -- Failure to embed the abuses and human Group’s values and trafficking. behaviours across the -- Unfair competition entire organisation. practices. -- Failure to have clear -- Unethical treatment compliance policies within our supply and procedures. chain. -- Failure to have a -- Personal data robust training and breaches. monitoring programme This could also apply to M&A in place. activity in relation to past -- Inadequate due deeds of acquired diligence in M&A companies.These failures process. could result in regulatory -- Deliberate investigations and legal non-compliance. proceedings, leading to fines and penalties, reputational damage and business losses. 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 Movement since 2024 and compliance Constant Risk culture and ensure We continue to review and best practice is refresh our compliance communicated and policies and training embedded into local programme. We have updated business practices. our procedures to reflect the -- Regular risk reviews introduction of the UK across the Group to 'failure to prevent fraud' ensure compliance offence in September 2025.The risks are identified Compliance Committee was and addressed. formed in Q4 2025 to oversee, -- Ethics and compliance support and advance Keller’s updates to the Audit ethics and compliance and Risk Committee programme. 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
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 Causes
advantage through the
continued technological -- Failure to maintain
advancements in our investment in
equipment, products and innovation and
solutions may: digitisation.
-- Increased competitor
-- Impact our position investment in
in the market. innovative solutions.
-- Result in us not -- Failure to continue
being selected for to invest in our
key complex, people.
high-value projects
that support the
Group strategy.
-- Result in the loss of
reputation for
delivering the best
engineered solutions.
Mitigation and internal
controls
-- Innovation
initiatives developed
at both Group and
divisional level to
ensure a structured
Link to strategy: approach to
1, 2, 3 innovation is in
place across the
Timeframe: Group.
MT LT -- Innovation in
low-carbon materials
Link to viability: (cement, concrete,
No cement-free binders),
by carrying out field
trials and
collaborating with
cement suppliers and
other companies
innovating in this
space.
-- Digitisation Movement since 2024
initiatives focusing Constant risk
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
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 Causes
have a negative
impact on our -- Failure to update
reputation, affect product and equipment
employee morale and offerings in line
lead to a loss of with both legislation
confidence from our and customer demand.
customers, suppliers
and investors.
-- Product offerings and
equipment used
becoming obsolete
because they are no
longer compliant with
environmental
standards.
-- Remediation of
Link to strategy: non-compliant work at
1, 2, 3 our own expense to
maintain compliance.
Timeframe: Mitigation and internal
ST MT LT controls
Link to viability: -- Sustainability
Yes Steering Committee
One-off costs that is responsible
for integrating
sustainability
targets and measures
into the Group
business plan to
successfully drive Movement since 2024
changes important to Constant risk
the company. We continue to win project
-- Scope 1 and 2 carbon opportunities related to
emissions verified by climate resilience. This is
accredited external tempered by the introduction
third party (Carbon of more legislation relating
Intelligence). to climate impact, eg CSRD in
-- Carbon calculator Europe . We continue to focus
tool used to on delivering against our
identify/improve sustainability targets and
carbon efficiency. meeting TCFD reporting
-- Processes to meet requirements.
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
Description and impact
Inability to successfully
deliver projects in line with
the agreed customer Causes
requirements (while
maintaining satisfactory and -- Misinterpretation of
appropriate contractual client requirements
terms), site and loading or miscommunication
conditions and local of requirements by
constraints (eg neighbouring the client may lead
buildings). In addition, an to a poorly designed
inadequate design of a solution and
customer product and/or consequently failure.
solution or failure to -- Failure to understand
effectively manage suppliers and engage with the
may lead to: customer on a
Link to strategy: balanced approach to
1,2 -- Cost overruns, allocation or sharing
contractual disputes of risk in the
Timeframe: and a failure to meet contract.
ST quality standards, -- Failure to identify
damaging our and manage risks in
Link to viability: reputation with the our projects to
Yes customer and giving ensure that they are
Contract rise to potential delivered on time and
margin decline regulatory action and to budget, eg due to
legal liability, unforeseen ground and
ultimately impacting site conditions,
financial weather-related
performance. delays,
-- Delays to executing unavailability of key
projects waiting for materials, workforce
materials and ongoing shortages or
business disruption, equipment breakdowns.
along with additional -- Lack of comprehensive
costs to find understanding of
alternative contract obligations.
suppliers. -- Inadequate resources
-- Exposing the Group to (people, physical
long-term obligations assets and
including legal materials).
action and additional
costs to remedy
solution failure.
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 Movement since 2024
our technological and Constant Risk
operational Project execution in 2025
capabilities through continued to maintain the
investment in our improvement trend witnessed
product teams, throughout 2024. The new
project managers and Project Performance
our engineering Management process was
capabilities. successfully trialled in
-- High-quality safety three branches in North
standards for America and will put in place
operations (eg better controls to ensure
platform, cage continued effective execution
handling), equipment of projects across Keller.
standards and fleet Following the successful
renewal. trial, full rollout across
-- The Project Lifecycle Keller will commence in Q1
Management (PLM) 2026.
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
Description and impact Causes
Failure to maintain high
standards of health and -- Inadequate risk
safety, and an increase in identification,
serious injuries or assessment and
fatalities leading to: management.
-- Lack of clear
-- An erosion of trust leadership driving
of employees and the safety culture.
potential clients. -- Lack of employee
-- Damage to staff competency.
morale, an increase -- Conscious decision
in employee turnover taken by employee to
rates shortcut approved
and a decrease in process to benefit
productivity. production.
-- Threat of potential -- Poorly designed
criminal processes that do not
prosecutions, fines, eliminate or mitigate
disbarring from risk.
future contract -- Lack of focus on the
bidding and wellbeing and mental
reputational damage. health of employees
and JV partners.
Mitigation and internal
controls
-- Board-led commitment
Link to strategy: to drive health and
2 safety programmes and
performance with a
Timeframe: vision of zero harm.
ST -- An emphasis on safety
leadership to ensure
Link to viability: both HSEQ
Yes professionals and
One-off costs operational leaders
drive implementation
and sustainment of
our safety standards
through ongoing site
presence, using
safety tours, safety
audits, safety action Movement since 2024
groups and mandatory Constant Risk
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 Causes -- Inability to recruit and retain strong performers. -- Lack of a diverse workforce. -- Failure to maintain Description and impact and promote the Failure to attract, develop Keller culture. and retain the right people -- Overheating of market could negatively impact our: causing significant increase in demand or -- Capability to win and competition for execute work safely people. and efficiently. -- Lack of visibility of -- Ability to stay ahead long-term pipeline of our competition. for career -- Reputation and the progression resulting confidence of our key in existing employees stakeholders. 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 Link to strategy: accountabilities; 1, 2, 3 each organisational unit is properly Timeframe: configured with a ST MT LT matrix of line management, Link to viability: functional support No and product expertise. -- As an industry leader, that Keller is made up of ‘Great People’ that are well trained, motivated Movement since 2024 and have Constant RiskThere are still opportunities to some pockets of pressure on develop to their full competition for skilled potential. Project personnel in some parts of managers and field Keller. However, generally, employees receive job markets are beginning to comprehensive show signs of a slowdown, training programmes which will hopefully ease which cover a broad this issue. The focus remains range of topics on retaining staff with the including contract right skills to deliver. 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
Description and impact Causes
Failure, degradation or error
in IT systems or cyber -- Failure to maintain
security incidents could appropriate threat
result in: prevention,
identification and
-- Loss of intellectual resolution mechanisms
property and either technically or
competitive through processes.
advantage. -- Poor internal
-- Loss of personal governance.
data. -- Failure to embed
-- Operational impact preventative culture.
restricting the -- Lack of or inadequate
ability to carry out training and
business-critical awareness leading to
activities. mistakes and errors.
-- Potential fines and -- Inconsistent approach
penalties. to data security,
-- Reputational damage especially with JV
leading to loss of partners and external
market and customer third parties.
confidence. -- Cyber attacks.
-- Failure to meet -- Failure to obtain or
client IT or security maintain external
requirements to win security
or maintain certifications that
contracts. 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
Link to strategy: Security Management
1, 2, 3 System framework,
referencing industry
Timeframe: standards to ensure
ST appropriate
governance, control
Link to viability: and risk management
No 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 Movement since 2024
services. Constant Risk
-- 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
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
