Annual Report and Accounts 2024

Welcome to our
Annual Report and
Accounts 2024
Keller is the world’s largest geotechnical
specialist contractor; we prepare ground
for construction and excel in tackling
geotechnical challenges across the globe.
We are equipped to respond swiftly
to projects of any scale, delivering
innovative, sustainable solutions.
Read more on page 2
Read more on page 6
Read more on page 4
Read more on page 8
We are specialist
Driven by our purpose, vision and values, we are
a specialist contractor dedicated to designing
and delivering sustainable geotechnical solutions
with an industry-leading portfolio of techniques.
We are differentiated
We leverage our global workforce, extensive
network of branches, leading technology and
strong financial foundation to provide geotechnical
solutions across diverse market sectors, ensuring
long-term value for stakeholders.
We are resilient
Our unparalleled global strength and local focus,
commitment to safety and sustainability, and a
systematic approach to value creation set us apart in
providing optimal geotechnical solutions worldwide.
We are delivering
Creating long-term sustainable value, we offer
cost-effective geotechnical solutions for customers,
prioritise employee wellbeing, provide stable
returns for shareholders and actively contribute
tolocalcommunities.
The Keller model empowers usto
deliver on our purpose bybuilding the
foundations for a sustainable future.

Strategic report
01 Highlights
02 The Keller model
02 Who we are
04 How we do it
06 Our competitive strengths
08 The value we create
10 Chairman’s statement
14 Chief Executive Officer’s review
18 Our market
20 Our strategy and KPIs
22 ESG and sustainability
48 Task Force on Climate-related
Financial Disclosures
66 Corporate Sustainability Reporting Directive
67 GRI Index
68 Non-financial and sustainability
information statement
70 Divisional reviews
70 North America
72 Europe and Middle East (EME)
74 Asia-Pacific (APAC)
76 Chief Financial Officer’s review
82 Principal risks and uncertainties
Governance
94 Chairman’s introduction
96 Governance at a glance
98 Board of Directors
100 Executive Committee
102 Governance framework
104 Board leadership
108 Section 172 statement
111 Division of responsibilities
112 Board composition, succession and evaluation
114 Nomination and Governance
Committee report
118 Audit and Risk Committee report
126 Annual statement from the Chair
of the Remuneration Committee
128 Remuneration in context
130 Remuneration at a glance
132 Annual remuneration report
142 Sustainability Committee report
145 Directors’ report
148 Statement of Directors’ responsibilities
Financial statements
150 Independent auditor’s report
159 Consolidated income statement
160 Consolidated statement of
comprehensive income
161 Consolidated balance sheet
162 Consolidated statement of changes in equity
163 Consolidated cash flow statement
164 Notes to the consolidated
financial statements
203 Company balance sheet
204 Company statement of changes in equity
205 Notes to the company financial statements
Additional information
212 Adjusted performance measures
215 Financial record
216 Shareholder information
217 Cautionary statement
£2,986.7m2024
£2,966.0m2023
£1.6bn2024
£1.5bn2023
£142.7m2024
£89.8m2023
7.1%2024
6.1%2023
£212.6m2024
£180.9m2023
49.7p2024
45.2p2023
£205.1m2024
£153.1m2023
£192.6m2024
£103.2m2023
28.2%2024
22.8%2023
£29.5m2024
£146.2m2023
199.9p2024
153.9p2023
0.1x2024
0.6x2023
Highlights
Revenue
£2,986.7m +1%
Order book
£1.6bn +8%
Statutory profit after tax
£142.7m +59%
Underlying operating margin
1
7.1% +100bps
Underlying operating profit
1
£212.6m +18%
Dividend
49.7p +10%
Statutory operating profit
£205.1m +34%
Free cash flow
£192.6m +87%
Underlying ROCE
28.2% +540bps
Net debt
2
£29.5m -80%
Diluted underlying earnings per share
1
199.9p +30%
Net debt/underlying EBITDA
1
0.1x -83%
1 Adjusted performance measure defined on page 212.
2 Net debt is on a covenant basis. Reconciliation to statutory numbers is set out in the adjusted performance measures section on
page 212.
For further information visit us online:
keller.com/investors
Strategic report Governance Financial statements Additional information 01

We are a
specialist
geotechnical
contractor
The Keller model
Who we are
At its simplest, we get ground ready
to build on, providing solutions to
geotechnical challenges across the entire
construction sector. We have the people,
expertise, experience and financial stability
to respondquickly and see projects
throughsafely and successfully.
Engineers across the Group
1,650
Design and build
50%
Rigs owned by the Group
1,100
Contracts executed per year
5,500
Keller Group plc Annual Report and Accounts 202402

A balanced portfolio Engineered solutions Operational excellence Expertise and scale
What we do in the
project lifecycle
• 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.
Our purpose Our vision
Building the foundations
for a sustainable future.
Read more on pages 20 and 21
Read more from page 32 Read more on pages 22 and 23
Our strategy
To be the preferred international geotechnical
specialist contractor focused on sustainable
markets and attractive projects generating
sustained value for our stakeholders.
Local businesses will leverage the Group’s scale
and expertise to deliver engineered solutions
and operational excellence, driving market share
leadership in our selected segments.
What we do
Specialist contractor
We design and deliver geotechnical
solutions for all types of structures
that reduce material usage, carbon,
cost and time.
Marine Instrumentation
and monitoring
Post-tension systems Industrial services
Deep foundations Grouting Earth retention Ground improvement
Client
Designer
General contractor
Subcontractor
Supply network
Enabling
works
Above ground Fit out
Ground
works
To be the leading provider of
specialist geotechnical solutions.
Planet People Principles Profitable
projects
Integrity Collaboration Excellence
Our values
Our values are what we have judged as most
important to how we work with colleagues and
customers across the globe.
Keller’s four Ps
Our commitment to operating sustainably is
encapsulated in our sustainability strategy, focused on:
03Strategic report Governance Financial statements Additional information

The Keller model
How we do it
Our strength stems
fromourscale, expertise
andreliability.
• Operating globally in different sectors
with a diverse product mix gives us
resilience through national cyclicality.
• Balanced exposure to our chosen markets.
• We operate in markets with relatively
low geopolitical risk.
We are
resilient
04
Keller Group plc Annual Report and Accounts 2024

Percentage of revenue
Infrastructure/
public buildings
33%
Below £250k 72% Below £250k 12%
Deep foundations 30%
Marine 1%
Power/industrial 27%
£250k to £1m 18% £250k to £1m 16%
Specialty grouting 12%
Instrumentation
and monitoring
1%
Office/commercial 19%
£1m to £5m 8% £1m to £5m 29%
Earth retention 8%
Post-tensioning 11%
Residential 21%
Above £5m 2% Above £5m 43%
Ground improvement 31%
Industrial services 6%
We are diversified
By geography
Read more on pages 70 to 75
EME
28%
APAC
12%
North America
60%
By market sector
By contract value By the number of contracts
(by value)
By product
North America
North and Pacific
South Central
Canada
Moretrench and RECON
Suncoast
EME
Central Europe
North-East Europe
South-East Europe and Nordics
South-West Europe
UK
Middle East
APAC
Keller Asia
Keller Australia
Austral
Structure above as from 1 January 2025.
Strategic report Governance Financial statements Additional information 05

The Keller model
Our competitive strengths
We bring the best of
Keller to create value
across the project lifecycle.
We are
differentiated
Our strong balance sheet and cash generation
allow us to maintain key resources through the
market cycle, reinvest for growth and maintain
shareholder distributions.
Our financial strength
Underlying operating
profit growth
18%
Operating cash
conversion
1
95%
Net debt/EBITDA
leverage
2
0.1x
Total dividend
payment
£34.6m
1 10-year underlying cash conversion rate comparing
cash from operations with underlying EBITDA.
2 On an IAS 17 covenant basis.
06
Keller Group plc Annual Report and Accounts 2024

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.
04
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).
Proposal preparation
Design engineers and cost
estimators with local ground
knowledge and capacity create
optimum solutions.
A significant portion of work is won
based on design and build tenders.
Supported by a global network
who assist with solution
development.
Contract agreement
Commercial teams trained
in relevantlocal laws
set up contracts.
Feedback and learning
Project leadership secures client
sign-off and payment.
Lessons learnt are retained and
transferred to the rest of the Group.
01
02
03
05
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, often combining
multiple products.
Our people and assets are mobile, which
means that we can bring together people
and equipment from all parts of Keller to be a
single provider of solutions for all groundwork
challenges. This improves results for
customers and profitability for Keller.
Local focus
Our unrivalled branch network ensures that we
build strong, local relationships with our customers.
Our extensive product knowledge and deep
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. Through
knowledge transfer, development
of existing and acquisition of new
techniques, innovation and digitisation,
our engineers have access to the widest
range of solutions to solve challenges
across the entire construction sector.
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.
Engineers across
the Group
1,650
Total business units
14
Global
market share
12.5%
Design
and build
50%
Branches globally
170
Revenue from
in-house
manufacture
20%
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lowest accident frequency rates in
ourindustry.
We are committed to better understand our
contribution to sustainable development and
work collaboratively with our customers and
stakeholders to reduce potential impacts.
Assets and specialist skills
We invest in our equipment and people
to ensure that we have the capability to
respond to all client needs.
Our engineering skills and experience combined
with our equipment fleet enables us to offer
and deliver value-engineered solutions to our
clients for all projects, regardless of complexity.
We also manufacture and service our own
specialist equipment, which provides us
with a competitive advantage in particular
productstreams.
Accident
frequency
rate
0.05
Rigs owned
across the
Group
1,100
Women in senior
leadership
positions
27%
People across
the Group
10,000
How we create and capture valueCompetitive strengths
Strategic report Governance Financial statements Additional information 07

We are
delivering
We are delivering on
our strategy to create
long-term sustainable
value for all of our
stakeholders.
The Keller model
The value we create
08
Keller Group plc Annual Report and Accounts 2024

Delivering
long-term
sustainable
value
For our customers
We continuously engage and build
our relationships with customers
• A ‘one-stop shop’ for cost-effective geotechnical
solutionsreducing the interface risk for clients of dealing
withmultiple suppliers.
• In-depth knowledge of local markets and ground conditions
combined with a wealth of experience through our global
knowledge base.
• Leading health, safety and environmental performance.
For our communities
Our people come from the
communities in which we work
• Local employment opportunities, directly and indirectly.
• A focus on the United Nations Sustainable Development
Goals where we can have the greatest impact.
• A commitment to reducing the carbon intensity of our
workand increasing the quality and granularity of our
carbonreporting.
• Participation in many community and charitable events locally.
For our employees
Our people are our most valuable asset
and are critical to our success
• Commitment to provide a safe workplace and promote
mental health and wellbeing.
• A diverse, inclusive environment in which employees can
thrive regardless of background, identity and circumstances.
• Stable employment with opportunities to develop and progress,
including internationally.
For our shareholders
Our financial strength and dividend
record generates consistent returns
• Stable business with a robust balance sheet.
• Inherently strong cash flow characteristics.
• A quality lender base and substantial facilities.
• A 30-year history of uninterrupted dividends.
• Continued growth opportunities.
Contracts
5,500
CDP score
B
People
10,000
Total shareholder return
70.0%
Taking coordinated
action on climate issues
09Strategic report Governance Financial statements Additional information

Chairman’s statement
Focused
on our
markets
Our performance over the last
12months has delivered outstanding
results, setting another record financial
performance through the successful
execution of approximately 5,500
projects worldwide.
Peter Hill CBE
Group Chairman
Keller Group plc Annual Report and Accounts 202410

This is my last report to you as Chairman of Keller and I am handing over the
reins to Carl-Peter Forster with the Group in a strong position. It has been a
great privilege to chair the Group for nine years, alongside an experienced
and effective set of Non-executive Directors and executive team. I am
proud of what we have achieved together.
Today, Keller is at the forefront of the geotechnical industry, providing
industry-leading capability in ground improvement and stabilisation through
its focus on sustainable markets and attractive projects, generating
sustained value for our stakeholders. During my tenure, the Group has
undergone a significant transformation and we have made great strides
in reinforcing the strength of the Group, building strong foundations for a
sustainable future enabling Keller to create and deliver value for all
our stakeholders.
From 2016 to the end of December 2024, Keller achieved a TSR (total
shareholder return) of 145%, a compound annual growth rate (CAGR)
of 10.5%, whilst the TSR for the FTSE 250 index achieved 54%, a CAGR
of 4.9%. Over the same time period Keller has grown revenues by c 65%
to c £3bn and operating profit by c 120% to sustainably above £200m
a year whilst improving the underlying operating margin by 170 basis
points to over 7%. We have improved governance and risk management
in our markets; we have significantly reduced our carbon emissions and
importantly, driven a substantial improvement in our safety metrics –
allwhilst building a strong balance sheet that is approaching net cash,
deleveraging to 0.1x net debt / EBITDA from 1.9x in 2016.
Keller now has a focused and balanced portfolio in sustainable markets –
geography, sector and product following the exit of a number of non-core
geographies and non-core products in recent years.
2024 was a remarkable year for Keller, surpassing the record year in
2023, achieving a record performance in both revenue and underlying
profit. Return on capital is at its highest in 16 years, supported by strong
cash generation, which has bolstered a robust and resilient balance
sheet. Thishas enabled the Board to reward shareholders through a
recommended 10% increase to the full-year dividend and announce
our intention to launch a multi-year share buyback programme, with an
initial tranche of £25m in the first quarter of 2025, part of an ongoing
commitment to return capital to shareholders.
Sustainability and Environmental,
Social and Governance (ESG)
Sustainability and ESG topics are a core part of the Board’s strategic focus,
with a Board-level reporting structure, as set out on page 50. As the world’s
largest geotechnical specialist contractor, we have the responsibility and
opportunity to make a difference to our customers and society.
We are committed to reducing our carbon emissions as part of our wider
efforts to build a more sustainable future. These include innovating in
environmentally sound processes and equipment. Whilst there is more to
do, during my tenure Keller has committed to steering the sector towards
greener technology and in 2023 we built and launched the KB0-E drilling rig
with an electric drive. As an engineer myself, I’m immensely proud of this
achievement. You can learn more about our journey to net zero on pages
25 to 30.
Maintaining a positive culture is a major focus and the health, safety and
wellbeing of our employees remains paramount in all we do. Keeping our
people safe is a relentless effort and we have made significant progress in
improving the metrics related to both our leading and lagging indicators,
with a continued focus on driving improvement in our Accident Frequency
Rate (AFR). Over my tenure, AFR has decreased from 0.33 in 2016 to 0.05
in 2024, representing a reduction of 72 fewer injuries reported. Similarly,
Total Recordable Incident Rate (TRIR) has improved from 1.41 in 2016 to
0.55 in 2024, reflecting 123 fewer incidents recorded over the same period.
Despite achieving industry-leading figures in this area we recognise the
need to continually improve as we strive for zero harm.
During my tenure as Chairman, I am proud to reflect on the strides we have
made in fostering a diverse, equitable and inclusive culture at Keller. This
included adopting a Board Diversity Policy, aligning with the FTSE Women
Leaders Review. This policy reinforces our commitment to gender equity
at the highest levels of leadership and supports broader efforts to enhance
diversity across our organisation.
Our focus on improving female representation over the past six years has
yielded notable results across key workforce categories, including at the
Board level where for a period Keller was the only FTSE company with 100%
female NEDs.
For more information on how we deliver for our stakeholders see pages 108
to 110. Our compliance statements can be found on pages 98 and 108.
Section 172 statement
and Code compliance
The Directors have acted to promote the success of the
company for the benefit of shareholders, whilst having regard
to the matters listed in section 172 of the CompaniesAct 2006
during 2024.
In addition, the Board and the company fully applied the
principles and complied with the provisions of the UK
CorporateGovernanceCode.
Our performance over the last 12 months has delivered outstanding results
setting another record financial performance through the successful execution
of approximately 5,500 projects worldwide.
Strategic report Governance Financial statements Additional information 11

Female representation across Keller
Chairman’s statement continued
Board composition and development
During the last 12 months, the Board has continued to be refreshed. At
the AGM Eva Lindqvist stood down from the Board having served seven
years as an independent Non-executive Director and five years as the Chair
of the Remuneration Committee. Eva left the Board with our thanks and
very best wishes. On 1 September 2024 we welcomed Stephen King as an
independent Non-executive Director. Stephen is a member of the Audit
and Risk, Nomination and Governance, Remuneration, and Sustainability
Committees. Stephen brings a wealth of senior level experience within
the industrial, engineering and manufacturing sectors, his biography is
setouton page 99.
Last year I announced I would be stepping down from the Board in the first
half of 2025. The Nomination and Governance Committee, led by Baroness
Kate Rock, Senior Independent Director, undertook a thorough search
process for the new Chair, and Carl-Peter Forster joined the Board as Non-
executive Director and Chair designate on 16 December 2024. As well as
his role as Non-executive Director and Chair designate, Carl-Peter was
appointed to the Nomination and Governance Committee and will become
Chair of that committee on 5 March 2025 when he will also assume the
roleof Chair of the Board.
The new Chair and Board will continue our commitment to building a
diverse and inclusive workforce, attracting talent with a broad range of
skills and experience from all backgrounds.
Dividend and share buyback programme
In 2023 the Board rebased the full-year dividend to 45.2p, a 20% increase
on 2022 in recognition of the step-change in profitability in 2023.
Acknowledging the excellent performance in 2024 and the Group’s future
growth prospects, the Board is recommending a final dividend of 33.1p,
bringing the total dividend for the year to 49.7p (2023: 45.2p), an increase
of 10%. Keller has a notable 30-year history of a maintained or growing
dividend with a CAGR of 9% since flotation in 1994 and is one of only a very
few FTSE listed companies to have consistently paid a dividend over such
a period. The final dividend is payable on 20 June 2025 to shareholders on
the register as at 23 May 2025.
Reflecting the Group’s strong balance sheet as well as the Board’s
continued confidence in its long-term growth outlook, the Group has
announced its intention to launch a multi-year share buyback programme,
with an initial tranche of £25m, in the first quarter of 2025, part of an
ongoing commitment to return capital to shareholders.
People
Our track record of successful projects is only possible because of the
passion, commitment and enthusiasm of the 10,000 people who work for
Keller worldwide. On behalf of the Board, I would like to thank all of them
for their hard work and dedication which is reflected in the results we
haveachieved this year.
It has been an honour and a privilege to be part of Keller’s journey
over thelast nine years, and I leave the Group well positioned for the
future. Iwish Keller and all of its stakeholders continued success and a
prosperousfuture.
Peter Hill CBE
Chairman
SDG 5 – Gender Equality
33%
(3)
2024: 33% (3)
2023: 50% (4)
Board members
Notes
All data as at 31 December 2024
2024: 27% (3)
2023: 20% (2)
27%
(3)
Executive Committee
2024: 12% (1,159)
2023: 12% (1,099)
12%
(1,159)
Total workforce
2024 – Female 2023 – Female2024 – Male 2023 – Male
Keller Group plc Annual Report and Accounts 202412

CASE STUDY
The longest railway
bridge built on the
foundations of skill
and collaboration
Keller was contracted to perform foundation works
for the newly designed bridge that will span Lake
Mjøsa. The project includes bored piles and drilled
shafts – the majority of which have been installed
inwater.
Before the piles could be installed, Keller carried out
detailed soil investigations from two rigs set up on
a specially designed barge. Due to heavy winds and
waves, the barge had to be firmly secured in water
up to 50m deep so that drilling of up to 90m could
becompleted safely.
Soil investigations were carried out at 65 points
in the lake and included sonic sampling and cone
penetration testing. Eight winches were installed on
the deck and several different types of anchors were
used to avoid sliding on the lakebed.
“Throughout the entire tender period, we focused on
delivering the best concept because the piles are the
largest in all of Norway for bridge foundations,” says
Dominik Gächter, Regional Manager of Keller Norway.
“Specially adapted equipment, skilled professionals
and close cooperation with both the builders and
designers have been essential to the success of
thisproject.”
At just over a kilometre long, the Tangenvika bridge will
bethelongest railway bridge in Norway once completed.
Keller worked with the contractor from an early stage to
design what arethe largest bridge foundations in the country.
This project demonstrated
that we are a good partner
forcomplexfoundation jobs.
Dominik Gächter
Regional Manager
Photo courtesy of Liebherr.
13Strategic report Governance Financial statements Additional information

Overview
2024 was another outstanding year for Keller, surpassing the record
financial performance achieved in 2023. Keller has continued to sustain
the material step-up in performance delivered in the prior year in a macro
environment that presented both opportunities and challenges.
We have ensured Keller is set up to be resilient over the medium and
longerterm to capture the growth opportunities we see through
continuing positive market demand trends, as reflected in our record year-
end orderbook of £1.6bn (£1.5bn at December 2023), and the effective
execution of our strategy.
We are implementing the right set of actions to enhance value now and
in the longer term. By doing so, we are well positioned to benefit from our
specialist products and solutions offering that play a critical role in the
construction industry today and in the future.
We remain fully committed to safety and consistently work towards
fostering a workplace where every employee can go home safe and healthy
at the end of each day. An increased leadership presence on site, with a
focus on high potential risks, played a key role in achieving an improved
recordable injury frequency rate in 2024.
Keller has an unbroken record of dividend payments, with the consistent
and material growth in its dividend in the 31 years since listing, clearly
demonstrating the Group’s ability to continue to prosper through
economic downturns, including both the global financial crisis and the
pandemic. In recognition of the excellent performance in the year and
the Group’s future growth prospects, the Board is recommending a 10%
increase to the dividend for 2024. In addition, given the strength of the
Group’s balance sheet, Keller announces its intention to launch a multi-
year share buyback programme, with an initial tranche of £25m in the
first quarter of 2025, part of an ongoing commitment to return capital
toshareholders.
Michael Speakman
Chief Executive Officer
Another
outstanding
set of record
results
This performance builds on the
positive momentum developed
in recent years as a result of
thedisciplined execution of
ourstrategy.
Chief Executive Officer's review
Keller Group plc Annual Report and Accounts 202414

Financial performance
Group revenue at £2,986.7m (2023: £2,966.0m) was 4% higher on the
prior year on a constant currency basis, while underlying operating profit
was up 22% on a constant currency basis, to a record £212.6m (2023:
£180.9m), with, as previously indicated, a modest weighting towards the
first half given uncharacteristic beneficial tailwinds in the early months of
the year. Underlying operating margin increased to 7.1% (2023: 6.1%),
the highest for nine years, demonstrating our continued focus on margin
improvement over revenue growth. We expect a return to our typical
second half weighting for operating profit in 2025 after a particularly
strong performance in the first half of 2024. Underlying earnings per share
increased by 30% to 199.9p, driven by higher underlying operating profit as
well as lower financing costs and a lower Group effective tax rate. Cashflow
generation also saw a significant improvement compared to the strong
prior year, largely driven by improved profitability and good working capital
management, generating increased free cash flow of £192.6m and a
significant reduction in net debt (IAS 17 lender covenant basis) to £29.5m
(2023: £146.2m). This equated to a year-end net debt/EBITDA ratio of 0.1x
(2023: 0.6x), below the lower end of our leverage target range of 0.5x–1.5x.
Operational performance
In North America (NA), revenue increased by 4.2% to £1,785.8m (on a
constant currency basis), driven by improved trading in the foundations
business. This was partially offset by lower revenue at Suncoast as a result
of the anticipated normalised pricing and slowdown in residential housing,
and lower volumes at RECON. Underlying operating profit in North America
increased by 16.1% to £190.0m, driven by the sustained improvement
in operational performance in the foundations business and benefitting
from the buoyant market conditions in the year. The increase in profitability
saw underlying operating margin in North America increase to 10.6%
(2023:9.6%).
In Europe and the Middle East (EME), revenue increased by 5.5% to
£835.1m, reflecting an improved performance in Europe and the
completion of a large infrastructure project in Central Europe. Underlying
operating profit reduced by 17.7% to £7.9m on a constant currency
basis, as a result of an ongoing challenging project in the Middle East
and the successful completion of a large contract in the Middle East in
the prior year. EME’s performance benefitted from the improved project
performance in the Nordic region. Underlying operating margin reduced to
0.9% (2023: 1.2%).
In Asia-Pacific (APAC), revenue declined by 2.1% to £365.8m on a
constant currency basis, driven by the moderation of trading volume in
Australia following a record trading performance in the prior year, and
lower volumes at Austral, reflecting management focus on margin over
volume. Underlying operating profit increased significantly to £28.7m
(2023: £14.6m) driven primarily by the sustained turnaround at Austral
that commenced in the second half of 2023.The operating margin for
thedivision increased to 7.8% (2023: 3.8%).
Strategy
In 2024 we continued to execute our strategy to be the preferred
international geotechnical specialist contractor focused on sustainable
markets and attractive projects, generating long-term value for our
stakeholders. Our local businesses leverage the Group’s scale and
expertise to deliver engineered solutions and operational excellence,
driving market share leadership in our selected markets.
Since the strategy was first developed in 2019, we have rationalised the
geographic and product portfolio of the Group and more recently focussed
on improving the project execution across the business, resulting in a more
consistent performance, generating improved margins and higher levels of
cash flow that has allowed the Group to de-lever considerably.
While macroeconomic conditions may lead to short-term market
fluctuations, we have positioned Keller for medium and long-term
resilience, enabling us to capitalise on our next phase of growth, both
organic and through selective M&A. Strengthened by the Group’s improved
performance, we are confident that the actions we are taking will drive
sustainable value creationfor shareholders now and in the future.
Progress on strategic priorities in 2024
In 2024 we continued to rationalise and restructure our business to
respond most effectively to our evolving markets and maximise the
potential benefits of our strategy. In March 2024 we announced the
restructuring of two of our divisions; Europe became Europe and Middle
East (EME), and AMEA became Asia-Pacific (APAC). This new structure
wassuccessfully implemented in the year.
Within our divisions we have rationalised several business units as we
look to achieve further efficiency gains whilst delivering on our strategic
objectives. In North America, we combined the Northeast business with
the West business whilst also rationalising equipment and yard activities in
the region. In APAC, we have combined the India Business Unit with ASEAN
as we look to maximise our opportunities in the region, and rationalised an
equipment yard in Western Australia. In June 2024 we saw the completion
of the sale of our South African business. This consolidation and
rationalisation across the Group provides us the opportunity to increase
both the effectiveness and efficiency of expertise and key resources, and
exemplifies the pursuit of operational leverage and economies of scale
which is a key aspect of our strategy.
Progress on the implementation of the enterprise resource planning (ERP)
system was delayed in the year due to a necessary change in the strategic
implementation partner that is supporting the programme. We expect
further carefully managed progress in 2025, with a pilot business unit going
live on the system early next year. We have continued to refine our ways of
working and our improved Project Performance Management system will
also commence roll-out in NA in 2025.
Strategic priorities for 2025
We are nearing the conclusion of the periodic strategy review which
has confirmed the strength of the Group’s ambition. Over the last six
months we have tested, externally revalidated and refined the strategy we
established in 2019.
Now we have rationalised our portfolio, honed our project execution
capability and strengthened our balance sheet, it is the appropriate time
to focus on growing market share within our existing geographic footprint,
through both organic investment and targeted bolt-on M&A. We will
continue to be customer focused locally through our branch structure and
obtain the benefit of operational leverage by gaining high quality, leading
market shares in our chosen markets. Organic investment will include
initiatives to increase the cross-selling of existing services into established
branches that don’t currently provide those services, and investing in our
people to build on our technical expertise and influence. The Group’s
disciplined approach to M&A activity will be focussed on expanding the
service offering and building critical mass in key local markets, and will
be biased towards markets with higher rates of growth. We continue to
evaluate optimal targets at an appropriate value.
Strategic report Governance Financial statements Additional information 15

Chief Executive Officer’s review continued
Sustainability and Environmental,
Social and Governance (ESG)
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 help drive a low-carbon future. We are committed to
reducing the carbon intensity of our work and have set out clear targets
and action plans for our journey to net zero. We will 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). The short, medium
and long-term actions required to achieve these goals are in progress and
we are on track to meet this year’s Scope 2 carbon reduction target.
We continued to focus on safety, as we continually improve our safety culture
and performance. In 2024 the Accident Frequency Rate (AFR) halved to
0.05, with a total of 13 lost time incidents reported in the year, a reduction
of 13 versus 2023. Of those 13 events, six were classified as critical injuries,
an improvement of four less critical injuries year-on-year. 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.
People
In addition to the divisional restructure announced in March 2024, in June
we welcomed Paul Leonard to the role of President North America, a highly
experienced industry professional with long tenures in public companies.
We have further strengthened our Executive Committee with several new
leadership roles that will assist us in driving forward our strategy. Kerry
Porritt has been appointed as Keller’s first Chief Sustainability Officer, in
addition to her responsibilities as Group Company Secretary, where she
will drive Keller’s sustainability agenda and ensure it continues to build
momentum across the Group. Marisa Schleter is promoted to the new
role of Chief Communications Officer to foster effective communication
across the Group. Brent Byford has been promoted to the new role of
ChiefConstruction Officer.
Outlook
2024 was another outstanding year for Keller, ahead of expectations,
delivering improved performance across all key metrics – profits, earnings,
margin, return on capital, cash conversion and debt reduction. This
performance builds on the positive momentum developed in recent years
as a result of the disciplined execution of our strategy. Since the strategy
was first launched in 2019, we have rationalised the geographic and
product portfolio of the Group and more recently focused on improving
the project execution across the business. The result is a more consistent
performance, improved operating margins and higher levels of cash flow
have allowed the Group to grow earnings and de-lever the balance sheet
considerably, and given us the platform to increase the dividend and
announce our intention to launch a multi-year share buyback programme,
part of an ongoing commitment to return capital to shareholders.
Our record year-end order book of £1.6bn across our diverse revenue
streams underpins our expectations for growth in the next phase of
implementation of the Group’s strategy. Whilst we remain mindful of the
uncertain geopolitical and macroeconomic environment in the short
term, we anticipate further progress in 2025 and a return to our typical
second half weighting. We have ensured that Keller is set up to be resilient
over the medium and longer term and well positioned to capture growth
opportunities both organically and through selective M&A. We are strongly
encouraged by the sustained improvement in the Group’s performance
that provides the platform to continue to enhance shareholder value.
Michael Speakman
Chief Executive Officer
Keller Group plc Annual Report and Accounts 202416

Helping New York
move to a cleaner,
greener future
The Brooklyn Clean Energy Hub is a groundbreaking, $810m
infrastructure project that will transform the oldHudson
Avenue Generating Station into an offshore wind power
substation, providing electricity for 750,000homes.
The Hub is being developed by energy giant Con Edison and
will help New York become less reliant on fossil fuels as it
moves towards a more sustainable future.
Before that can happen, there’s the hard work of demolishing
the current structure and preparing the ground for the new
one to be built.
The client initially contacted Keller to pursue the foundation
piles on the project. But from there, the project quickly and
unexpectedly grew, as Jerien Thampi, Senior Project Manager
at Keller’s NY/NJ branch, explains:
”When we first reviewed the project, our main focus was
to offer alternative pile solutions to the original concept
that offered the client time and schedule savings. As those
conversations continued, it led to subsequent and broader
conversations regarding other pending construction
challenges for the project. Keller worked swiftly, coordinating
with the client and their team, to propose and implement
other geotechnical construction solutions, including support
of excavation and water cut-off.”
As the project progressed, more technical elements were
added, including a jet grouted bottom plug to create a water-
tight basement and mass soil mixing to support the site’s
heavy machinery. The scope also included large sheet piles
and micropiles to protect a 170-year-oldsewer.
“What began as a fairly straightforward job blossomed into
the kind offull package of geotechnical solutions that Keller
is well suited for,” says Jeff Di Stasi, Keller Branch Manager.
“Although the scope changed, the schedule was fixed, but
wewere able to leverage the wider Keller company to support
theclient.”
As New York aims to reach net-zero emissions by 2050,
Keller has used its toolbox of geotechnical solutions to support
the development of a high-profile clean energy substation.
Few companies would have
been able to resource and
deliver an unexpectedly
large job of this size,
but that’s what Keller’s
allabout.
Jeff Di Stasi
Branch Manager
CASE STUDY
17Strategic report Governance Financial statements Additional information

The long-term trends in the
global construction market
remain positive. Our Group
strategy is designed to
capitalise on these trends.
A strong position but plenty of room to grow
Market size
Market share
£49bn
1. Global geotechnical
contracting market
3. Core markets where
we choose to operate
2. Addressable markets
£29bn
£24bn
£3bn
Non-addressable markets
aremainly China, North and
South Korea, Japan and Russia.
1 USD = 0.80 GBP
Global construction market
£12,000bn in 2024.
Keller
Bauer (contracting)
Soletanche/Bachy/Menard
Trevi (contracting)
General contractor owned
Country/regional specific, small players
Share of addressable markets £29bn
1
1 Sources: Keller accounts, IHS Global Insight, GlobalData and other local sources.
Our sectors
Share of our 2024 revenue
Infrastructure/public buildings 33%
Office/commercial 19%
Power/industrial 27%
Residential 21%
Our market
Our purpose is to
build the foundations
for a sustainable future.
We are the world’s largest geotechnical specialist contractor,
but we still have potential to grow our market share in our
chosenregions. Our business units understand their local
markets and are able to leverage the Group’s scale and
expertise. This combination delivers the engineered solutions
and operational excellence that drive market leadership.
Favourable
market trends
Market
potential
4. Keller today
Keller Group plc Annual Report and Accounts 202418

Infrastructure renewal
As populations grow and infrastructure ages,
there’s an imperative to invest in new and greater
capacity. Geotechnical solutions are often
complex and sophisticated and large-scale
and cramped metropolitan environments can
present additional technical challenges. We have
the resources and skills to deliver to this scale
and complexity, a reputation for delivery and the
proven ability to team up successfully with our
customers and partners.
Demand for complete solutions
Geotechnical solutions increasingly require
multiple products. Our broad product portfolio
ensures we can design an effective and efficient
solution 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.
Technical complexity
The construction market is becoming more
digital and sites are increasing in sophistication
and complexity. We have a strong history of
innovation.
We leverage our in-house equipment
manufacturing capacities and develop market-
leading data acquisition systems to control and
record our processes, and share information with
our customers and the rest of the supply chain.
We can integrate instrumentation and monitoring
solutions and are Building Information Modelling
(BIM) capable.
Urbanisation
As cities expand they require more sophisticated
solutions. Larger, taller structures need more
technically demanding foundations to withstand
the building loads and provide resilience against
climate change and acts of nature such as
rising water levels or earthquakes. We have a
comprehensive network of regional offices
located in major metropolitan areas. This local
presence keeps us close to our customers and
the opportunities.
Demand for complete solutions
There is a desire to convert more brownfield
and marginal land. Geotechnical solutions
are at the fore in releasing the development
potential of otherwise sterile or derelict
areas. Our world-leading geotechnical
engineering team, broad portfolio and near
shore marine capability, mean we can cope
with the most complex challenges when
working on brownfield or marginal sites.
Diverse global market
Operating globally in differing countries
and across the construction sectors,
from residential to infrastructure, gives us
the resilience to trade through national
cyclicality. The geotechnical market is
estimated to be around £49bn worldwide,
which includes China, Japan, Korea and
other regions of the world where we are
not present. In the countries where we
choose to operate our core markets are
around £24bn. We choose to operate
in sustainable markets that appreciate
the value of the products and services
Keller provides, have a consistent material
demand for those services, and an
acceptable level of risk. With an annual
turnover close to £3bn, we have a 12.5%
share of those core markets today, and
plenty of opportunity to secure greater
market share.
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 £540,000.
Fragmented competition
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.
Niche subsector
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.
Diverse customer base
We have a large client spread which means we’re
not overly reliant on a few customers. We have
many repeat customers and our largest customer
in 2024 represented 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.
Addressable markets
£29bn
Projects per year
5,500
Revenue from largest customer
4%
Keller’s underlying operating margin
(2023: 6.1%)
7.1%
Market share in core markets
12.5%
Strategic report Governance Financial statements Additional information 19

12.5%
12.5%
Market share in core markets
Share of our core markets.
Operating margin
2
Underlying operating profit expressed
as a percentage of revenue.
2024
2023
1
+100bps+0bps
7.1%
6.1%
2024
2023
Our strategy and KPIs
Delivering our strategy
Keller’s strategy is to be the preferred international geotechnical specialist
contractor focused on sustainable markets and attractive projects.
• Further refinement of our organisation structure to respond
most effectively to changes in our markets.
• Restructured two of our divisions: ‘Europe’ became ‘Europe
and Middle East’ and ‘AMEA’ became ‘Asia-Pacific’.
• Appointed new Divisional President in North America.
• Combined our Northeast and West business units in North
America to simplify governance and improve sharing of
knowledge and resources.
• Integrated our Specialty Services business unit into our
regional foundations businesses in North America.
• Completed the exit from our South Africa business.
• Actively screened multiple acquisition opportunities to
accelerate growth in market share.
• Executed an impressive 5,500 projects around the world.
• Won and delivered high-value and complex projects in multiple
markets, including the US, Germany and Norway.
• Following the successful in-house design and manufacture of
our first electric rig, we are developing the design for electric
versions of larger models of jet grouting rigs.
• Further developed and deployed our field app InSite to give us
greater visibility over safety and productivity at our sites.
• Developed software tools that will enable us to better leverage
the production data from our sites to improve product quality
and optimise solution design.
• Continued optimisation of techniques to deliver a range of
products and shared this knowledge across the Group. These
have provided a range of benefits, including efficiency and
quality improvements, reduced carbon impact, reduced spoils
and reduced water waste on our sites.
We will
• Remain customer focused through our branch structure
and drive for a leading share in our chosen markets.
• Continue to pursue both organic and M&A growth
opportunitiesto expand our service offering and build
criticalmass in key markets.
• Aim to be profitable through trading cycles as we sustain
ourrevenue streams.
• Continue to introduce new products where we are already
established and continue to focus on industry sectors with
greatest growth.
We will
• Continue to offer our customers alternative designs and
engineered solutions that meet their specifications whilst
reducing costs and, where required, carbon.
• Retain our technical advantage by investing in our people
and continuing to influence across our sector.
• Continue to secure complex, high-value projects.
A balanced
portfolio
We select sustainable markets (geography,
sector and products) in which to set up base
businesses and attractive projects.
Engineered
solutions
We offer the best solutions to our customers
by providing alternatives and value engineering,
and invest in innovation and digitisation.
1 2023 market share metric rebased in 2024.
2 Underlying measures allow management and investors to compare performance without the potentially distorting effects of one-off items or non-trading items.
Definitions of underlying measures can be found under adjusted performance measures on page 212.
What we achieved in 2024
Outlook
Performance
1 2
Keller Group plc Annual Report and Accounts 202420

28.2%
22.8%
Return on capital employed
2
Underlying operating profit as a net
returnon capital employed.
Accident Frequency Rate
Frequency per 100,000 hours; lost time injuries
are calculated as any incident over oneday.
2024
2023
-50%+540bps
0.05
0.10
2024
2023
• Continued Group-wide emphasis on improving project
execution and delivery.
• Focused on the quality of the order book as well as the
quantum, emphasising profitability.
• Development under way on a digital tool to support our Project
Performance Management standard and embed it into our
ways of working.
• Improved performance in 5S in our yards. Achieved overall
score of 78% in North America, 82% in Asia-Pacific and 85% in
Europe and Middle East (target: 60%). Continued rollout of 5S
on site in all divisions.
• Further developed Lean expertise throughout the Group.
Wenow have 35 certified Lean Leaders across the Group;
over2,400 people have been trained to date in Lean.
• Achieved overall Lean Maturity scores of 72% in North America,
76% in Europe and Middle East and 64% in Asia-Pacific.
• Continued development of our new enterprise resource
planning(ERP) system.
• Appointed the Group’s first Chief Sustainability Officer to
drive our sustainability agenda and ensure it continues to gain
traction across the Group.
• Continued to build on the introduction of our Inclusive Site Culture
Standard with the rollout of our global employee programme
‘Engineering respect for a safer tomorrow’, promoting positive
behaviours to enhance team performance and addressing harmful
behaviours that create unsafe working environments.
• Continued engagement with our global product teams to
improve sharing of best practice knowledge and product
delivery techniques, which has resulted in Group businesses
being able to expand their product offering.
• Refinanced the Group’s multi-currency syndicated revolving
credit facility (expiring June 2029), increasing the facility from
£375m to £400m, with no change in the related covenants.
• Established shared service centres for operational finance
processes in each of Malaysia and Poland.
We will
• Make continuous, incremental improvements to
remain competitive in our chosen markets.
• Deploy and train our people on our new Project
Performance Management standard.
• Complete development and deliver the pilot of our
new ERP system.
We will
• Continue to pay relentless attention to safety and the
wellbeing of our people as an enabler of performance.
• Continue to share best practice in operations, technical
knowledge, governance and compliance.
Operational
excellence
We are the operational leader providing safe, efficient,
on-time and high-quality delivery, and relentlessly
strive to improve our operational capability.
Expertise
and scale
We develop our people, processes and assets
and leverage the global strength of our technical,
operational, commercial and financial resources.
What we achieved in 2024
Outlook
Performance
3 4
Our local businesses will leverage the Group’s scale and expertise to deliver engineered solutions and operational excellence,
driving market share leadership in our selected segments.
In 2024, we continued to make progress in generating sustainable long-term value for our stakeholders.
Sustainable markets are those markets that appreciate the value of the products and services Keller provides, have a
consistent, material demand for those services, and an acceptable level of geopolitical risk.
21Strategic report Governance Financial statements Additional information

Profitable projects
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 help drive a low-carbon future. We are
committed to reducing the carbon intensity of our work and have
set out clear targets and action plans for our journey to net zero.
We will 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). The short, medium and long-term
actions required to achieve these goals are in progress and we met
this year’s Scope 2 carbon reduction target.
Our people’s safety, health and wellbeing is at the heart of
everything we do. 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 2024, our AFR
improved to 0.05 with a total of 13 lost time events, 13 fewer
than 2023, and our TRIR improved to 0.55 with 72 recordable
injury events, two fewer than 2023. 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 the wellbeing and safety of every employee
across the organisation. We continue to build on the introduction
of our Inclusive Site Culture Standard with the rollout of our
global employee programme, ‘Engineering respect for a safer
tomorrow’, promoting positive behaviours to enhance team
performance and addressing harmful behaviours that create
unsafeworkingenvironments.
As part of our continued focus on mutually beneficial partnerships,
we contributed £250,000 in 2024 towards UNICEF’s Core
Resources for Results. Keller’s unrestricted funding enables
UNICEF to support children wherever and whenever the need
is greatest. Keller is delighted to have contributed £750,000 to
UNICEF UK over the duration of our three-year partnership.
During the year we appointed Kerry Porritt, Keller’s Company
Secretary, as our first Chief Sustainability Officer to drive Keller’s
sustainability agenda and ensure it continues to gain traction
across the Group. The Board continued to receive quarterly
reports on all ESG initiatives and deliverables from Kerry, assuring
a clear reporting line on all ESG matters to me and to my fellow
Board members.
I have announced my intention to retire from the Board in March
of 2025. From 1 January 2025, I am pleased to announce that
Juan G. Hernández Abrams was appointed Keller’s Director
responsible for ESG and sustainability on the Board. Juan leads
the Sustainability Committee and is well positioned to continue
our commitment tothe best achievable standards.
I would like to thank everyone at Keller for their continued
commitment to our sustainability agenda.
Peter Hill CBE
Group Chairman
Approved by the Board of Directors
and authorised for issue on 3 March 2025
ESG and sustainability
How we deliver
Global initiatives
Planet
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.
Our purpose
Resource use and
waste reduction
See page 30
Tackling
pollution
See page 31
Clean water
and sanitation
See page 31
Delivering
positive change
Read more on page 25
Local initiatives
CDP score
B
2023: B
Absolute tonnes of CO
2
e per £m revenue
65
2023: 59
Carbon reduction
Keller Group plc Annual Report and Accounts 202422

Global initiatives Global initiatives
People Principles
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
Safety Gender equality Good governance
Women in senior
leadership positions
27%
2023: 20%
Women in project management
and engineering roles
18%
2023: 17%
Accident Frequency Rate,
per 100,000 hours worked
0.05
2023: 0.10
Total Recordable Incident Rate,
per 200,000 hours worked
0.55
2023: 0.60
Quality
education
See page 43
Good health
andwellbeing
See page 33
Wider
DEI
See page 36
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.
Read more on page 46Read more on page 33 Read more on page 40
Local initiatives Local initiatives
Partnerships
See page 47
Local initiatives
23Strategic report Governance Financial statements Additional information

Planet
We are helping to build a sustainable
future by reducing carbon emissions
across our operations, using less
resources, avoiding waste and reducing
our water use. We offer the project
solutions that help improve the
environment for all our stakeholders.
ESG and sustainability continued
Planet
Our initiatives
25 Carbon reduction
30 Resource use and waste reduction
31 Tackling pollution
31 Water use
Keller Group plc Annual Report and Accounts 202424 Keller Group plc Annual Report and Accounts 202424

Directly within Keller
Yard and office
electricity
Transport
and travel
Site waste
Diesel –
other equipment
On-site
diesel – rigs
In supply network
Net zero 2040 Net zero 2030 Net zero 2050
Scope 1 Scope 2 Scope 3
Relative size of our emissions (approximate)
Materials
CASE STUDY
Keller at the cutting edge
of research into cement
alternatives
We are leading the way in investigating the use of alternative
cements and admixtures that not only cut carbon but also result
in more cost-effective and efficient solutions.
Deep soil mixing is a technique that involves the in situ blending of a
cement-based grout into soft problematic soils, strengthening the
ground for future construction. This mixing process can require
a lot of cement; a single large project may consume upwards of
100,000 tonnes (note that cement production is estimated to
contribute to about 8% of the world’s total carbon emissions).
To reduce our cement usage and ultimately reduce our embodied
carbon, Keller North America has been investigating the use of
different alternative cements and admixtures (such as plasticisers
and calcium-silica-hydrate nanoparticles) to reduce cement
requirements while still meeting (and sometimes exceeding)
project requirements.
Relying on the internal research centre in Houston, the research
team has been testing out various innovative mix designs to
evaluate their effectiveness and help plan how to implement
these materials in the field. Recently, the team has been
collaborating with chemical company Master Builders Solutions
to trial various admixtures that may beneficially impact the soil
mixing process. Both laboratory and field test results indicate that
not only can using admixtures cut carbon, but these innovative
grout designs reduce costs, improve quality and provide safer
project sites due to less handling and the need for fewer trucks.
“After success in the lab, we’ve been able to try some of these
alternative grout mixes on several live projects across the US,”
explains Brian Freilich, a senior engineer involved in the research.
“We’re taking a pragmatic approach because we have to be
careful – different soils and different materials react in different
ways… every site is a new chemistry experiment to solve.”
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.
Scope Net zero target More information
1 Net zero by 2040 Page 28
2 Net zero by 2030 Page 29
3
1
Net zero by 2050 Page 29
1 Operational.
Global priorities
Strategic report Governance Financial statements Additional information 25

Overall performance
This year, Keller’s overall Scope 1 and 2 emissions increased. This mostly
reflects increased work, with more carbon-intensive projects, like bucket
mixing environmental remediation. The carbon intensity of our operations
also increased, again due to our product mix and a small improvement
in reporting. For more information on these emissions, as well as our
decarbonisation plans, see pages 28 and 29.
Third-party assurance statement
At the request of the Chief Sustainability Officer, Keller seeks annual
third-party verification of our emissions. 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
2
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 14064-3 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; and
• has not been prepared in accordance with related International
Standards on GHG quantification, monitoring and reporting, or to
relevant national standards or practices.
It is our opinion that Keller has established appropriate systems for the
collection, aggregation and analysis of quantitative data for determination
of these GHG emissions for the stated period and boundaries.
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 2024, we achieved a score of B. This is the same as in 2023, with Keller
remaining above the global average CDP score of a C. Since this CDP score
reflects our progress in 2023, the score does not include our progress
on quantitative climate scenario analysis and wider TCFD improvements.
These should be reflected in next year’s CDP score. Formore on our
climate risks and opportunities and TCFD, see pages 48to 65.
ESG and sustainability continued
Planet
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 the efficiency of our processes
Substitute emission sources
eg low-carbon cements, recycled steel/
aggregate, offices powered by renewable power
Compensate
eg carbon-negative solutions,
carbon offsetting (‘carbon credits’)
Eliminate
Reduce
Substitute
Compensate
Keller Group plc Annual Report and Accounts 202426

Keller Group 2024 and 2023 greenhouse gas emissions (tCO
2
e)
North America 2024
EME 2024
APAC 2024
North America 2023
EME 2023
APAC 2023
Oil 1,585
Equipment diesel 148,133
Natural gas 1,374
Vehicle petrol 14,865
LPG 608
Vehicle diesel 23,412
Electricity market-based 3,221
Biofuel 32
0 20,00010,000 40,000 80,00070,00060,00050,00030,000
Legend and 2024 totals (tCO
2
e)
Overall performance and verification
Group 2024 2023 2022 2021 2020 2019
Energy use MWh 772,310 777,270 897,717 741,579 691,074 811,881
Scope 1 tonnes CO
2
e 189,978 182,506 210,186 183,112 169,216 198,289
Scope 2 (market-based) tonnes CO
2
e 3,221 4,764 6,593 6 ,574 7,091
Scope 2 (location-based) tonnes CO
2
e 5,487 6,492 6,913 6,723 7,094 9,159
Total Scope 1 and 2 (market-based) tonnes CO
2
e 193,199 187,270 216,779 189,686 176,307
Total Scope 1 and 2 (location-based) tonnes CO
2
e 195,465 188,998 217,099 189,835 176,310 207,448
Absolute tonnes of CO
2
e per £m revenue 65 63 74 85 85 90
Keller UK 2024 2023 2022 2021 2020 2019
Energy use MWh 11,938 18,022 20,673 19,699 12,949 16,724
Scope 1 tonnes CO
2
e 2,938 4,202 4,790 4,961 3,033 3,915
Scope 2 (market-based) tonnes CO
2
e 0 0 0 0 218
Scope 2 (location-based) tonnes CO
2
e 51 105 117 69 219 265
Total Scope 1 and 2 (market-based) tonnes CO
2
e 2,938 4,202 4,790 4,961 3,251
Total Scope 1 and 2 (location-based) tonnes CO
2
e 2,988 4,307 4,907 5,030 3,252 4,180
Absolute tonnes of CO
2
e per £m revenue 30 34 38 50 53 64
Scope 3 business travel tonnes CO
2
e 1,176 974 721 97 26
2023 Group energy use, Scope 1 emissions and totals emissions restated to reflect improvements in fuel data collection.
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.
Strategic report Governance Financial statements Additional information 27

ESG and sustainability continued
Planet
Scope 1 per £m revenue and absolute emissions
100
90
60
50
70
40
20
30
10
0
80
2020 20212019 2026 202820242022 2023 2025 2027 2029 2031 2033 2035 2037 2039
tCO
2
e/£m revenue
tCO
2
e
2030 2036 203820342032 2040
250,000
200,000
225,000
150,000
125,000
25,000
175,000
50,000
0
100,000
75,000
Scope 1 covers our direct emissions. These mostly arise from our
use of fuel in our drill rigs, site equipment and Keller vehicles. 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 2024. This meant Keller’s leadership did not
meet their remuneration target for achieving a 5% reduction in Scope 1
per £m revenue compared to 2023.
This increase has come from three main drivers. Firstly, we saw an
increase in project operations, particularly in North America and India,
resulting in more fuel use. Secondly, our project mix was slightly more
fuel intensive, with more bucket mixing remediation work and civil
projects. Thirdly, an additional 15,000 tCO
2
e came from improvements
in reporting diesel used on our sites, recording our emissions even
where clients provide our fuel for free.
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, 2024 saw us carry out a range of efficiency site
trials. For example, ASEAN conducted an initiative to compare the fuel
use of different rigs operating in the same ground conditions. This led
to them changing out the most fuel-intensive rigs for those that were
more efficient, saving fuel, carbon and money. These case studies were
shared across the Group in webinars and toolbox talks, such as during
Sustainability Week.
In terms of alternative fuels, in 2024 we continued to use a £100,000
internal budget to trial biofuels in more entities across EME and
North America. These trials enable us to offer certified biofuels
in more markets, to 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, last year we announced the
production of our first electric rig, the KB0-E. This has successfully
been deployed in the Nordics, along with two other electric rigs. 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, an ability to use
it in confined spaces. Further electrification development is ongoing at
KGS, our in-house specialist rig manufacturer. All the rigs we produced in
2024 were electrohydraulic or fitted with the latest tier 5 engines.
Although most of our emissions come from our rigs and site
equipment, our vehicle fleet is also a large source of Scope 1
emissions. Therefore, in North America, where vehicle emissions
are largest, we rolled out a 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.
Scope 1: Direct emissions
Net zero
by 2040
Scope 1/£m path to net zero
Scope 1/£m
Scope 1 absolute
Keller Group plc Annual Report and Accounts 202428

Scope 2 covers indirect emissions from the electricity we use. These
emissions are mostly from office and maintenance yard operations,
although 2024 saw a small 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 captures
green energy tariffs.
This year, Keller linked leadership remuneration to reaching below
45% of our 2019 market-based Scope 2 emission baseline. This
target reflected a linear path to Scope 2 net zero by 2030. This was
successfully achieved, with Keller reaching 35% of our 2019 baseline.
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 the work of Suncoast, our specialist
post-tension steel specialist, which now represents approximately
a quarter of all the Group’s Scope 2 emissions. Through efficiency
improvements and sourcing local renewable energy certificates, they
reduced their emissions by a further 850tCO
2
e in 2024. The growing
difference between location-based and market-based Scope2
emissions reflects 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 much 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 2024.
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.
To reflect 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. UK Scope 3 business
travel has continued to increase since 2023, particularly as processes
have been centralised and the Group head office grows to incorporate
the information technology team.
We continue to develop our Operational Scope 3 decarbonisation
strategy based on our carbon hierarchy. For example, our North America
Division has introduced financial incentives for employees who choose
electric or hybrid vehicles on the company car scheme. On our sites,
we also have initiatives such as containerisation and right-sizing to
reduce the number of trucks needed to mobilise and demobilise
ourequipment.
We do not currently report our wider Materials Scope 3 emissions.
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.
However, in 2024 we took big steps towards estimating our company-
wide Scope 3 emissions in preparation for future CSRD reporting.
This included calculating our Scope 3 emissions for a business unit for
the first time. The overall Group Scope 3 calculation will eventually be
integrated into our new systems.
In terms of decarbonising our Materials Scope 3, we have begun to set
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.
Conversely, alternative materials has required far more supply chain
engagement. For example, in 2024 we became a founding partner of the
Supply Chain Sustainability School in the US. We will use this 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.
Scope 2: Indirect emissions from electricity
Scope 3: All other indirect emissions
Net zero
by 2030
Net zero for
Operational Scope 3
by 2050
2019 2023 20262021 2025 20292020 2024 20282022 2027 2030
tCO
2
e
Scope 2 market-based absolute emissions
10,000
0
2,000
4,000
6,000
8,000
Scope 2
Scope 2 path to net zero
Strategic report Governance Financial statements Additional information 29

Resource use and
waste reduction
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.
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 2024, we led the production of cross-sector research and development
of an updated 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 on site. 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.
We will disclose more about our raw material use and impacts on the
circular economy in our CSRD disclosure next year.
CASE STUDY
Keller’s first Global
Sustainability Week
To coincide with United Nations Earth Day in April, Keller launched
its inaugural Global Sustainability Week, promoting positive and
practical ways tobuild a sustainable future.
Off the back of a successful Sustainability Week in North America in
2023, this year our divisional Team Planets – made up of volunteer
sustainability champions from across the organisation – decided to
go global, promoting Keller’s progress through a range of events and
activities. These included webinars on topics such as sustainable
solutions and mental health, as well as on-site ‘toolbox talks’ to
encourage best practice.
For example, employees in EME and APAC got to hear from our
charity partner UNICEF on their vital work, while North America
held a funsustainability-themed children’s art competition.
We also had fantastic participation from colleagues in our
sustainability survey. For every entry, Keller committed to donate
money to charity, eventually raising $15,000 for Bridges to
Prosperity. This construction charity builds footbridges over
otherwise impassable rivers to connect isolated communities
toessential employment, education and healthcare services.
Local priorities
ESG and sustainability continued
Planet
This week demonstrates that we’re putting
sustainability at the heart of everything
we do – making us a better company in
the long run and ensuring we’re doing
the right thing for the planet, our people
andbeyond.
Kerry Porritt
Chief Sustainability Officer
Keller Group plc Annual Report and Accounts 202430

CASE STUDY
Cutting carbon forTataSteel
Keller India has won a Sustainability Excellence Award from
manufacturing giant Tata Steel after drastically cutting carbon
emissions on a project in Ludhiana. By optimising the design, the team
made the construction not just greener but more cost-effective too.
Tata Steel, part of India’s largest company, is building the country’s first
low-carbon steel production facility in the Punjabi city of Ludhiana.
Using only scrap steel and an electric furnace, the plant is pioneering
greener manufacturing.
One of the challenges the company faced during construction was
that Ludhiana sits in an earthquake zone, impacting the load-carrying
capacity of pile foundations.
Tackling pollution
Keller is committed to delivering
its solutions in a socially and
environmentally conscious manner. Over recent
years reporting processes have improved and
performance isgenerallyencouraging.
The overall number of environmental incidents remained in line with those
reported the previous year, with most incidents being minor hydraulic leaks.
We have therefore been rolling out our improved equipment inspection
process, using our site software prior to each shift commencing, in an
effort to reduce the number of minor spills.
We continue to work on our preventative maintenance programmes to
ensure that we address any issues before the event occurs.
Water use
This local initiative reflects our work
on water-related projects, aswell
as our own initiatives to reduce water useand
avoidwater pollution.
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 will disclose more about water use in our CSRD disclosure next year.
The client came up with a suitable design of almost 7,000 bored piles,
as well as raked piles. However, with sustainability high on the agenda,
Tata turned to Keller to see whether we could come up with a solution
using less steel and cement – reducing the estimated carbon footprint
of 70,000tCO
2
e.
After analysing ground conditions, our experts proposed a ground
improvement technique called vibro compaction. This technique
improves loose granular soils, enhancing shear strength by densifying
sandy strata. This effectively mitigates liquefaction, resulting in increased
pile capacity and reducing the number of piles required.
As a result, carbon emissions were reduced by more than half to
35,000tCO
2
e. Also, by using a Lean approach, our on-site crew
achieved remarkable levels of productivity, cutting the cost to the
clientand finishing this complex project on schedule.
In addition, we ensure that secondary containment is in place for stored
equipment and materials. We continually seek to improve our processes
on site, specifically around job planning, to ensure that we identify, mitigate
and control our risks and minimise our environmental impact. More details
can be found in our 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. We also typically use local
material suppliers to support local businesses, reduce transport distances
and reduce congestion around our sites. We are engaging with our trade
associations to highlight upcoming legislation and best practices for the
geotechnical sector. We also engage with local organisations and wildlife
trusts to promote local biodiversity around our yards and offices.
We will disclose more about pollution and biodiversity in our CSRD
disclosure next year.
Strategic report Governance Financial statements Additional information 31

Our people
ESG and sustainability continued
People
The right organisation,
with great people, delivering
exceptional performance.
Keller is proud to be the world’s largest
geotechnical specialist contractor and
we understand that our success is
down to our diverse and talented team,
where each individual contributes to
our collective achievements.
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.
Our initiatives
33 Safety
34 Good health and wellbeing
36 Gender Equality
43 Quality education
Keller Group plc Annual Report and Accounts 202432

CASE STUDY
Shining a spotlight
onsafety
Safety messages are continuously reinforced at our job sites across
the world, but each year we also run a Global Safety Week to take a
deeper dive into a specific area.
This year’s theme was ‘Distance yourself from injury’, which
focusedon how everyone can be more mindful about being in
hazardous situations.
Each day focused on a particular topic, including planning a safer
project, setting up controlled access zones and exclusion zones,
andbest practice for avoiding different hand injuries.
Throughout the campaign, our people learned about past incidents
and how they could have been avoided, shared tips and celebrated
safety champions.
Afterwards, John Raine, Chief HSEQ Officer, sent a message to
colleagues across the Keller world: “From your commitment to
running toolbox talks and organising leadership site visits, to your
involvement in daily safety discussions and the powerful stories
youshared – each of you played an important role.
“These initiatives are crucial to our ongoing safety. Thank you for
your enthusiasm and support. I look forward to next year’s event
and continuing our journey towards a safer Keller.”
Safety
At Keller safety is a value, something we do not
compromise. 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.
Focus in 2024
• Reporting of hazardous conditions and behaviours.
• Ensuring that all incidents are reported, regardless of severity.
• Leadership team that ‘walks the talk’ conducting meaningful site
safetyinteractions.
• A robust assurance programme to validate that key controls are in
placeand effective.
In 2024, our Accident Frequency Rate (AFR) improved; we closed out the year
at 0.05, with 13 lost time injuries recorded, a reduction of 13 injuries year-on-
year. Total Recordable Incident Rate (TRIR) saw a slight improvement, closing
out 2024 at 0.55, with two fewer injuries year-on-year. Our ethos on learning
from incidents is a key contributor to the improvement of our systems of
work, ensuring that they develop and remain relevant over time.
In 2024, we implemented a telematics programme in our North America
Division, so all Keller-owned vehicles are now equipped with systems to
track ‘at risk’ behaviours, including speeding, seatbelt use, harsh braking
and cornering. A process of coaching and progressive discipline is in place
for identified ‘high risk’ drivers. Following the successful implementation in
North America we are beginning to explore how this system may be used in
the EME and APAC divisions.
Implementation of our field-focused application ‘InSite’ has progressed
significantly in 2024, with all foundations businesses across the Group now
using the safety processes to ensure our work is planned and delivered in a
controlled manner. This includes transparency for the field leadership of the
training and qualifications of the crew.
Global Safety Week was held in the first week of October, the theme was
‘Distance yourself from injury’. This year we focused on how we reduce
exposure of our people to known hazards. The week involved various
toolbox talks, videos and leadership site safety visits. Those efforts were
focused on job set-up, controlled access and exclusion zones and seeking
alternative methods for conducting work to remove hands from tools
and equipment. Engagement was excellent and all locations across the
Groupparticipated.
Priorities for 2025
• Further enhance our safety processes in our own workshops and yards.
• More in-depth analysis by technique to better understand necessary
controls and how to further reduce hand exposure.
• Continued implementation of our InSite application to some of our
non-foundations business units.
• Explore the use of telematics outside of North America.
Reflecting on past experiences helps uslearn
and evolve, ensuring we can make significant
changes to prevent future incidents.
John Raine
Chief HSEQ Officer
Strategic report Governance Financial statements Additional information 33

Good health and wellbeing
Everything we achieve as a business is through our people. Their safety, health and wellbeing is at the
heart of everything we do. And with strong foundations of wellbeing, we can keep our business resilient
and achieve sustainable success. Building on our strong foundation of keeping our people physically
safe, we have increased our focus on all aspects of people’s health and wellbeing.
ESG and sustainability continued
People
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 Foundations of Wellbeing
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
Keller Group plc Annual Report and Accounts 202434

Our focus in 2024
At Keller, our commitment to fostering a healthy and supportive work
environment aligns with our commitment to the UN Sustainable
Development Goal 3: Good Health and Wellbeing. Recognising the unique
challenges of our industry, we undertook a series of focus groups, engaging
a cross-section of our workforce. This initiative allowed us to better
understand the evolving needs of our organisation.
Insights gathered from these discussions have been integral in shaping
improvements that are being embedded in the broader Keller People
Strategy for 2025 and beyond. This strategic alignment ensures that our
wellbeing initiatives continue to drive meaningful, sustainable impact for
our employees globally.
Notable initiatives
We delivered on a number of initiatives during the year, including:
• Enhanced employee assistance programmes – expanded
accessibilityand tailored resources to support mental health
andpersonal challenges.
• Upgraded site amenities and work schedules – focused on improving
working conditions to support physical and mental health.
• Training on wellbeing topics – delivered targeted programmes to equip
key personnel with the tools to champion workplace wellbeing.
• Suicide prevention and mental health campaigns – to address the high
rates of mental health challenges within the industry through focused
education and support efforts.
• Support for Movember – promoted awareness and action for men’s
mental health, suicide prevention, and cancers like prostate and
testicular cancer.
These initiatives reflect our proactive approach to employee welfare,
fostering resilience, inclusivity and sustainable growth across our
globaloperations.
CASE STUDY
Keller wins hat-trick of
health and safety awards
Keller UK was the most decorated company at this year’s European
Federation of Foundation Contractors (EFFC) meeting in Rome –
winning gold, silver and bronze awards.
This year was the second time the health and safety awards had
beenrun by the industry body, the EFFC. Last year, Keller UK won gold
for its Step Forward for Safety campaign, and this year the team did
even better.
A Keller-Bauer joint venture won gold in the Safety Innovations category
for creating a protection system that prevents workers from falling into
open excavations during slurry wall construction.
Also in the Safety Innovations category, Keller in conjunction with
manufacturer Premier Pipeline Ltd picked up bronze for a newly
designed ‘blowing out cannon’. This prevents the potentially
explosivebuild-up of air pressure in concrete hoses.
Finally, in the Health and Wellbeing category, Keller won silver for its
successful employee health and wellbeing programme. Led by Sam
Farrelly, Health and Safety Advisor – Major Projects, the programme
includes training, the introduction of mental health first aiders, monthly
wellbeing communications, site resources and much more.
Next year we plan to do even moretofoster
open conversations around wellbeing.
Sam Farrelly
Health and Safety Advisor
“I’d also like to incorporate more technology into what we do,” says
Sam. “By gathering data on trends and sentiments, we can proactively
address specific challenges, continuously enhancing our wellbeing
support across the workforce. This integrated approach will help us
build a more resilient, responsive culture of care.”
Strategic report Governance Financial statements Additional information 35

Conscious Leadership
Improve accountability through
inclusive and conscious leadership.
By empowering and equipping our
leaders to excel in this space.
• Launched ‘Engineering respect for a safer tomorrow’, a global
programme focused on creating a psychologically safe, respectful and
inclusive workplace for everyone.
• Introduced a global ‘Respect in the workplace’ standard, setting out
a zero-tolerance stance on harmful behaviours, including bullying,
harassment and discrimination.
• Continued to monitor progress against our Inclusive Site Culture
Standard, which predominantly focuses on providing inclusive PPE,
considering religious and cultural needs, and enhancing welfare facilities.
• Launched a Male Allyship Award programme in India to recognise senior
leadership members who have role-modelled support for gender
equality and equity in the workplace.
• The DEI Committee led a session at the Project Managers conference,
which focused on ‘Psychological safety and creating a more inclusive
work environment’.
ESG and sustainability continued
People
Diversity, equity and inclusion (DEI)
Building a stronger future at Keller Group plc
Fostering diversity, equity and inclusion (DEI)
isfundamental to who we are and how we
operateas a global leader in our industry. Our
Inclusion Commitments bring together what
we are doing across the Keller world to build
a workplace where all employees feel valued,
respected and empoweredto thrive. We believe
this is not only integral to delivering our business
strategy but also vital to serving our customers
around the worldeffectively.
Recent progress
Notable progress during 2024 is summarised as follows
under each of our Inclusion Commitments:
Keller Group plc Annual Report and Accounts 202436

Listen
Listen and engage with our workforce.
Through employee-led networks and workforce
engagement opportunities.
As part of our commitment to continue to understand what is important
to our underrepresented workforce, we actively support the creation of
employee-led networks. Keller Women in Construction (KWIC) brings
together women and allies from across the organisation to promote
inclusiveness, foster a supportive working environment and boost
careerdevelopment.
• KWIC-EME hosted several webinars, contributed to improving the
accessibility of women’s PPE, and held their first in-person event.
Theyhave focused on outreach programmes and raising the visibility
ofwomen across the EME region through the Connections newsletter
and social media.
• KWIC-APAC launched a mentoring programme and continued to
offersupport, guidance and regular check-ins to participants. The
mentoring programme has since rolled out further across the division.
• KWIC-NA expanded its internal network and supported women
by hosting virtual and in-person events, benefitting wellbeing and
professional development. Engagement activities and surveys
undertaken by the committee provided valuable feedback on
improvement areas at Keller. The committee remains closely aligned
with management and HR teams to enhance recruitment and
retention efforts, strongly focused on community outreach, including
volunteering at STEM festivals and local schools.
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.
• Keller UK maintained its status as a Disability Confident Employer, a
government initiative encouraging employers to recruit and retain
disabled people and those with health conditions.
• As part of Global Day of Parents, we raised awareness to support
parents of children with additional needs, sharing personal stories
andincorporating parent suggestions into guidance to support
parents,managers and HR teams.
• Keller India launched a geotechnical scholarship empowering
15students on their journey through postgraduate studies; a
scholarship to support 36 students from underprivileged families
withtheir school and college education; and week-long internships
attheir yard based in Madhavaram.
• EME engaged with employees through surveys and exit and stay
interviews to understand the workforce’s priorities. The results were
shared with management teams, followed by targeted action plans.
• North-East Europe launched a mental health awareness programme,
while Central Europe expanded wellbeing benefits, which were
wellreceived.
• To mark International Women’s Day, we hosted a global webcast with
KWIC Chairs. The event focused on advancing gender equality and
equity, showcasing division-level progress and strategies for the year
while celebrating women’s contributions to the industry.
• Launched the ‘Recognise a role model’ campaign as part of International
Men’s Day to celebrate colleagues who inspire others, make a positive
impact, and contribute to enhancing our workplace culture.
Strategic report Governance Financial statements Additional information 37

Partner
Partner with ‘like-minded’ organisations
through inclusivity.
To drive necessary change in the industry.
• Partnered with Neurodiversity in Business (NiB), an industry forum
to help ensure greater workplace inclusion of the neurodivergent
community.
• Partnered with BuildOUT California, an organisation that advocates,
connects and empowers members of the LGBTQIA+ community in
thedesign and construction industry.
• Keller India transformed the Ponka Gaon girls’ school in Assam by
upgrading facilities and sanitation and adding solar panels and a
playground, earning positive feedback from customers. They also
renovated classrooms at a girls’ school in Chennai, benefitting over
1,000 students, and launched the ‘Wheeling for Education’ initiative
inNoida, providing bicycles and improved wash facilities for 967 girls.
Our Inclusion Commitments continued
ESG and sustainability continued
People
Evolve
Continue to evolve as the employer
ofchoice in our industry.
To attract, inspire and retain a
more diverse group of talent.
• Female representation in North America has increased in all areas,
thanks to KWIC’s efforts and improved recruitment strategies using
new technology, with the NA DEI Committee enhancing DEI awareness
at recruitment fairs.
• Keller Australia enhanced superannuation payments to cover up to
12months of unpaid leave for the primary carer. ensuring women
aren’tdisadvantaged in pension contributions during maternity leave.
• The Global Talent Task Force revamped Keller’s website careers section
to enhance the employer brand and improve candidate experience,
aiming to attract and engage diverse candidates.
• EME strengthened its employer brand to attract diverse talent to
address an ageing workforce and the industry’s skills shortage. They
also continue to maintain a strong presence in schools and universities
and engage with the emerging workforce.
• A pilot programme to reduce recruitment bias has been launched in
France, with plans for broader implementation.
Celebrate
Celebrate our differences and all that unite us.
Through earmarking key global events that
represent the breadth of our workforce.
• Keller India received the Corporate Social Responsibility Excellence
Award from the World Safety Organisation for impactful initiatives,
including its people sustainability efforts with NGO Bhumi.
• Keller Malaysia was awarded first runner-up for the ‘MyFutureJobs
Award’ by SOCSO in the Sustainability category, recognising its efforts
in eco-friendly practices and a human-centric growth model across
various areas, including environmental, social and governance criteria.
• EME promoted inclusion through events like the Keller Cup, multicultural
lunches, and community projects such as tree planting.
• Throughout 2024, we recognised and celebrated international days
that are meaningful to our workforce, including International Women’s
Day, Lunar New Year, Ramadan, Pride Month, Global Day of Parents,
International Women in Engineering Day, World Suicide Prevention Day,
International Men’s Day and International Day of People with Disabilities.
Keller Group plc Annual Report and Accounts 202438

CASE STUDY
Safer together:
The journey beyond
physical safety
Operating in the construction industry, we put a lot of
emphasis on safety. But safety isn’t just physical – it is
psychological too and both are important for maintaining
good health, wellbeing and productivity. Psychological
safety is about creating an environment where individuals
feel safe, respected and valued for their contribution
without fear of negative consequences.
With this in mind, Keller has launched ‘Engineering
respect for a safer tomorrow’, a global programme
promoting positive behaviours that enhance team
performance while also strengthening our approach
to addressing harmful behaviours such as bullying,
harassment and discrimination.
“We want to promote a culture where our people can
deliver their best work,” says Sandy-lee Connolly, Group
Head of Talent and Diversity. “This is important because a
healthy culture directly supports safety and productivity,
fostering collaboration and innovation. It also encourages
colleagues to speak up against unsafe practices or
harmful behaviours, and it empowers our people to feel
able to ask for mental health support when they need it.”
As part of the programme, Keller has introduced a new
‘Respect in the workplace’ standard that sets out a zero-
tolerance stance on harmful behaviour. Comprehensive
guidance and a global training module have been
implemented to clearly define harmful behaviour,
empower colleagues to take personal responsibility and
ensure everyone can positively contribute to a culture we
can be proud of. This initiative has also been integrated
into field leadership programmes, site orientations
and onboarding processes to ensure it becomes a
fundamental aspect of our culture.
The launch of our ‘Engineering respect for a safer tomorrow’
programme aims to strengthen Keller’s culture by promoting
psychological safety, inclusion and respect.
This is only the beginning,
and we are excited to see the
cultural shift we are creating,
one in which all our employees
canfeel respected, included
andpsychologically safe.
Sandy-lee Connolly
Group Head of Talent and Diversity
39Strategic report Governance Financial statements Additional information

Female representation
Gender diversity data
While gender equality remains a key focus, we embrace the broadest definition of diversity,
reflecting the rich range of backgrounds, cultures, experiences and insights that our people
bring to Keller. Representation matters and our ambition is to build more balanced teams.
Wecontinue to measure and monitor gender diversity throughout our organisation to identify
where additional focus is needed to attract and retain a more diverse group of talent.
33%
(3)
2024: 33% (3)
2023: 50% (4)
Board members
Notes
All data as at 31 December 2024
2024: 27% (3)
2023: 20% (2)
27%
(3)
Executive Committee
2024: 12% (1,159)
2023: 12% (1,099)
12%
(1,159)
Total workforce
2024 – Female 2023 – Female2024 – Male 2023 – Male
ESG and sustainability continued
People
In 2024, we submitted our data to the FTSE Women Leaders Review,
anindependent, business-driven framework providing recommendations
to enhance the representation on the Boards and Leadership teams of
theFTSE350 and 50 of the UK’s largest companies.
The review recommends a voluntary target of 40% female representation
on boards and leadership teams by the end of 2025, withanadditional
expectation of at least one key leadership role – suchasChair, Senior
Independent Director, CEO, or Finance Director – tobe held by a woman.
In 2024, female representation on the Board temporarily decreased from
50% to 33% during a transitional period when both Peter Hill and Carl-
Peter Forster were serving as members. We will go back to 37.5% from
5 March 2025, which is close to the 40% FCA Listing Rule target without
increasing the size of the Board. The company continues to refine its
long-term planning to align Board composition, skills, and experience with
the Group’s strategy. Baroness Kate Rock continues to serve as Senior
Independent Director, fulfilling the target of having at least one woman
inakey leadership role.
Keller’s Executive Committee composition is making progress towards
the voluntary target of 40% with female representation increasing by
7%during the year.
Keller Group plc Annual Report and Accounts 202440

Strategic report Governance Financial statements Additional information 41

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.
• Collaborating with KWIC-EME whose purposeis to support our
businesses with attracting, inspiring, supporting and developing
women.
• Partnering with Women in Construction to attract younger
generations to consider a career in geotechnics.
• Undertaking annual assessments to ensure gender pay parity.
ESG and sustainability continued
People
Mean UK gender pay gap
24.57%
(2022/23: 30.64%)
Median UK gender pay gap
21.13%
(2022/23: 30.60%)
Mean bonus gender pay gap
56.64%
(2022/23: 60.80%)
Median bonus gender pay gap
47.69%
(2022/23: 47.81%)
Keller Group plc Annual Report and Accounts 202442

Quality education
At Keller, we are committed to fostering lifelong
learning and skill development, aligning with the
United Nations Sustainable Development Goal 4:
Quality Education. We believe that everyone has
a vital role to play in our success, which is why we
invest in our people through continuous learning
opportunities, empowerment initiatives, and an
inclusive culture that helps individuals reach their
fullpotential.
Beyond our workforce, we take pride in leading by example within our
industry and the communities we serve, promoting personal and economic
growth througheducation and training programmes that inspireand uplift
future generations.
Learning and development programmes
Keller’s ability to achieve its business strategy relies on the expertise,
skills and experience of its employees. Our Group-wide learning and
development programmes are designed to cultivate these capabilities,
fostering a culture that empowers our people to innovate and excel. By
equipping employees with the tools they need to succeed, these initiatives
support Keller’s core objectives of securing and delivering exceptional
work for our clients. This commitment to continuous learning not only
strengthens our operational performance but also ensures we remain at
the forefront of the global construction industry.
In 2024, we implemented a new global performance development process
to support the progress and performance of our people, allowing for more
connected conversations and enabling colleagues to perform at their best.
APAC continued to demonstrate a strong commitment to quality
education for its employees and communities. In India, scholarships
were awarded to employees’ children who were excelling academically,
and annual tuition support was extended to students from low-income
families. Online course reimbursements supported continuous learning
for employees and specialised training programmes enhanced skills
in project management and sales. Keller Australia set up a Learning
and Development committee to focus on training through experience,
exposure and education. Training programmes were provided for
leadership, performance management, resilience and contract
management, and employees were supported through education
assistance for external learning programmes such as MBAs. Austral
focused on driving the Business Fundamentals programme and
Leadership Capabilities training across project teams and delivered
several workshops, including the two-day Project Execution Model,
HR Awareness, HSEQ Awareness, and an external two-day Managing
People and Performance training. They also established partnerships
with the Australian Institute of Management for individually targeted
learning. ASEAN enhanced employee effectiveness through courses
in communication, Excel and emotional management, while training
managers in interviewing and discipline handling.
EME delivered a range of Keller Academy training programmes including
a two-week training session for senior leaders, and two sessions of an
entry-level leadership training programme. Keller’s Counsellor Sales
Process, which seeks to increase Keller’s capability in winning higher quality
work from clients, was executed. In addition, a Finance for Engineers
programme was launched, giving engineers context on how their decisions
impact the company’s financial results. A Geotechnical Construction
Project Management Training programme was successfully piloted with an
international audience in September 2024. Work to enhance Commercial
Training is being developed with a planned pilot mid-2025. 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 one session of the Keller Counsellor Sales Process. The division also
developed and piloted a new Field Leader Fundamentals programme
and began an effort to design a new Project Manager Fundamentals
programme. Both replace existing programmes that were no longer aligned
with the needs of the division. The Learning and Development team in
North America also supported the delivery of three sessions of driller
training. A new virtual curriculum was also launched for all people managers
in the division. The division also provided training support to a number
of key business initiatives including telematics, sexual harassment and
bystander intervention.
Emerging talent
We are committed to developing our future talent pipeline of leaders and
geotechnical specialists and continue to invest and equip our people with
the skills and knowledge to drive the organisation forward with an ever-
changing complex market.
APAC implemented several strategic initiatives to nurture a robust
talent pipeline and reflect Keller’s commitment to developing future
talent, advancing educational opportunities, and strengthening the
geotechnicalworkforce.
• In Keller Australia, apprentices receive hands-on training in plant
and equipment yards while pursuing studies, supported through
partnerships with Registered Training Organisations offering tailored
learning pathways. A structured two-year graduate programme provides
rotational opportunities across departments, fostering comprehensive
skill development and preparing graduates for diverse roles.
• Keller India offers a one-year graduate programme designed to equip
young engineers with both practical and technical expertise through
rotations between site and engineering roles. Additionally, scholarships
are awarded to encourage advanced studies in Geotechnical
Engineering, cultivating the next generation of industry experts.
• In ASEAN, the ‘Learning Journeys’ programme introduced secondary
school students to the geotechnical field, offering insights into potential
career opportunities and inspiring interest in the industry.
Strategic report Governance Financial statements Additional information 43

In 2024, Keller North America’s focus remained steadfast by creating
opportunities that empower individuals from all backgrounds to contribute
their talents, ensuring our workforce reflects the communities we serve
and secures the skills needed for long-term success. Through enhanced
programmes, recruitment efforts and development opportunities, Keller
is actively creating pathways for diverse candidates to thrive. Partnerships
with key organisations like Revolution Workshop and the cultivation of
relationships with universities through advanced technology platforms
allow us to connect with candidates earlier in their career journeys. We
continue to invest in our employee resource groups like DEI and KWIC to
help champion our efforts and explore new ways to attract talent.
The EME Division offered young, interested talent a wide range of
opportunities to quickly take on responsibility and develop personally and
professionally. In addition to the already mentioned training in the areas
of leadership, project management or finance, they can gain practical
experience in demanding and complex projects. One example is the
Tangenvika project in Norway, which gave young site managers and interns
– mainly from Austria – an insight into and cooperation in a challenging pile
project in a large inland lake. Or the Rauhebergtunnel project in Germany, in
which young construction engineers had the opportunity to work in a 24/7
shift operation over several months to repair a section of the German high-
speed train tunnel. For young talent who are interested in such activities,
the EME business units regularly offer contact opportunities via student
fairs (eg France, Austria, Germany) or events at Keller, such as ‘the Open
Day of the Door’ or events and lectures at renowned universities.
Global product teams
Keller’s global product teams focus on sharing and implementing
improvements, developing and fostering innovative solutions and sharing
product-specific knowledge around the world through the delivery
of a monthly educational webcast. In 2024, all global product teams
convened in-person collectively and reached out to divisional teams and
line managers to strengthen and deepen the network. Regular exchange
from expert to expert across Keller enables us to address specific topics
and challenges in depth and develop new technologies and upgrade
existing ones, making sure our technological level is at the forefront of
the geotechnical industry. This enables us to offer safe, economical,
sustainable and market-leading solutions to our customers.
In 2024, we deepened the collaboration between the global product teams
and divisional product teams across all divisions. This allowed us to transfer
and implement solutions and new technologies quicker than in the past.
The teams covered all aspects of our technologies in their work, from the
development of new digital tools, bringing machine learning to the site
for improved quality, to new rigs and tooling for safer and more efficient
operations. Keller followed its path to sustainability and carbon neutrality
by using more electric rigs and equipment on site as well as systematically
searching for and testing alternative materials to drive our Scope 1 and
Scope 3 emissions down.
Geotechnical engineering community
Keller is committed to fostering education and professional development
in the geotechnical engineering field. We empower individuals and
communities through initiatives such as scholarships, research
collaborations, internships and outreach programmes.
We provide scholarships and grants, such as the Colin Pitcairn Scholarship,
awarded to our employees pursuing further education. To strengthen
geotechnical education in India, we awarded 15 scholarships in
collaboration with Bhumi Bring Smiles. Additionally, we collaborate with
universities like Lulea University of Technology in Sweden, where we host
tours for civil engineering students, and the University of Texas, where we
support the Ground Improvement and Grouting Geotechnics Consortium.
To ensure practical training, we offer internships and apprenticeships,
bringing over students annually as summer interns to gain hands-on
experience in our North America Division.
Our research contributions are significant, with substantial investments
in projects addressing sustainability challenges. We fund geotechnical
research projects through the Ground Improvement and Grouting
Geotechnics Consortium at the University of Texas. We collaborate
with academic journals, fund conferences and participate in facilitating
platforms for knowledge sharing. We have taught multiple short courses
at the American Society of Engineers’ Geo Structures Conference and
proudly sponsored the 5th International Conference on Transportation
Geotechnics in Sydney, Australia. Through these efforts, we aim to advance
the geotechnical field and address pressing environmental issues.
Professional development is at the core of our mission, as evidenced by
our extensive training workshops and certifications, such as Keller Asia’s
Young Professionals Development programme, designed to nurture young
talent. We participate in and sponsor industry seminars and conferences
organised by prominent bodies like the American Society of Civil
Engineering, Deep Foundation Institute and the International Conference
on Transportation Geotechnics, promoting continuous education for
geotechnical professionals. Additionally, we engage in STEM (Science,
Technology, Engineering and Mathematics) outreach programmes
to inspire school-aged children, such as hosting learning journeys at
Keller Singapore for Fairfield Methodist (Secondary) School. We are also
committed to increasing diversity in geotechnical education and careers
by supporting women and minorities through initiatives like KWIC teams
across our divisions and funding Revolution Workshop in North America,
where we also teach classes and participate in fundraisers.
We are dedicated to fostering learning, nurturing talent and contributing
toa sustainable future.
ESG and sustainability continued
People
CASE STUDY
Geotechnical engineering
scholarships support
Indian students
Keller India is helping students from low-income backgrounds break
the cycle of poverty, thanks to a financial scholarship that provides
the tools and opportunities to secure sustainable careers.
Since 2021, Keller India has partnered with the Bhumi charity on
many Corporate Social Responsibility initiatives. Over the last two
years, Keller India offered geotechnical engineering scholarships to
hard-working students across the country. This programme aims
to strengthen geotechnical education in India and help to create a
brighter futurefor the nextgeneration.
This year Keller awarded 15 scholarships to second-year
postgraduates, relieving some of the financial burden of studying,
while nurturing the next generation of skilled geotechnical engineers.
Selected students also get the chance to spend a week with Keller,
enhancing their industry experience.
Keller Group plc Annual Report and Accounts 202444

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
46 Good governance
47 Partnerships
Strategic report Governance Financial statements Additional information 45

ESG and sustainability continued
Principles
Good governance
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 whilst
appropriately managing risk.
Keller’s ways of working
Our Code of Business Conduct sets out clear and common
standards of behaviour for everyone who works in and with
Keller, as well as a framework to guide decision-making when
situations aren’t clear-cut. It also ensures a positive culture
that keeps us successful, operating in a way that we can all be
proud of. It is a public statement of our commitment to high
standards that tells others they can rely on our integrity.
The 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, all of which are available on our website.
Our ethics and compliance programme is now in its ninth
year of supporting our employees doing the right thing. The
programme comprises training of our employees across
the business on maintaining ethical and honest behaviour,
respecting employees’ rights and diversity, staying free
from bribery and corruption, and compliance with laws
andregulations.
Keller’s Code of Business Conduct and Group policies can be
found at: keller.com under ‘How we work’.
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, among other elements.
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 full 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 conduct due diligence on our partners, and
all of our suppliers are obliged to confirm their adherence to the principles
set out in the Supply Chain Code of Business Conduct and policies. 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’s Anti-Bribery and Anti-Fraud Policy and whistleblowing procedures
are designed to ensure that employees and other parties, including
contractors and third parties, are able to report anonymously any
instances of poor practice safely through an independent provider.
All reports received via this or any other reporting mechanism are
thoroughly investigated and reported to the Audit and Risk Committee,
which reviews each case and its outcomes. None of our investigations
during 2024 identified any systemic issues or breaches of our obligations
under the Bribery Act 2010. Our Anti-Bribery and Anti-Fraud Policy, which
was reviewed and updated during the year, is supported by periodic audits
and reminders.
Governance and oversight
We recognise that assurance over our business activities and those of
our partners and suppliers is essential. In 2024 our employees completed
mandatory ethics and compliance training, including our Code of Business
Conduct. You can read more about our risk management framework and
principal risks from page 82 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.
Keller Group plc Annual Report and Accounts 202446

Partnerships
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.
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). The Health and Safety Group of the
EFFC is chaired by EME’s HSEQ Director.
In North America, our employees are active participants in geotechnical
engineering and construction trade groups, including the Deep
Foundations Institute (DFI), ASCE/Geo-Institute and ADSC International
Association of Foundation Drilling and 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.
Finally, in APAC, Keller plays an important role in the local professional
societies, with our employees holding leading positions in multiple
tradeassociations.
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 DEI 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 led the production of the carbon reduction and circular economy
guides for the EFFC and are helping to produce the water guide with the
American DFI Sustainability Guides Group.
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.
Following the start of our three-year partnership with UNCIEF UK in 2022,
we made our final funding contribution of £250,000 in August 2024.
UNICEF works in more than 190 countries and territories, including some
of the world’s toughest places to reach. To ensure our funding has the
greatest possible impact, we made it without restrictions so that UNICEF
could use it flexibly for children and their families wherever and whenever
the need is greatest.
One notable event – Construction Rocks – is an annual charitable ‘battle
of the bands’ competition in London, represented by individuals currently
working in the construction industry. UK-based Keller employees Harsha
Lakshminarayanan and Barry Perrin are members of ‘Zero Charm’, one
of the bands who participated in 2024, and used the opportunity to
fundraise for UNICEF on behalf of Keller. They not only successfully raised
an additional £2,500 in support of UNICEF UK but also won the best
performance award.
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 €41,800 throughout the 2024 financial year, helping to pay for housing,
food, clothes, heating and education.
Barry Perrin (middle back) and Harsha Lakshminarayanan (back right) in ‘Zero Charm’.
Strategic report Governance Financial statements Additional information 47

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 9.8.6R, with areas where disclosures are
only partially consistent included at the end of
the statement on page 65.
TCFD statement
Keller Group plc Annual Report and Accounts 202448 Keller Group plc Annual Report and Accounts 2024

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 102 and 103, and
the organisational and reporting structure for climate governance and
sustainability is depicted on page 50.
ESG and sustainability, including the management of climate-related
issues, was a listed topic on the agenda at four Board meetings in the
last year, corresponding to the ESG and sustainability Board report which
is delivered to the Board on a quarterly basis. When first introduced, the
report was coordinated by the Group Company Secretary and Legal
Advisor’s team. It is now coordinated by the Chief Sustainability Officer and
Company Secretary’s team and ensures a clear reporting line on all ESG
matters, including climate risk, to the Board and the Group Chairman, who
was the designated Director for ESG and sustainability matters until the
end of 2024. He was succeeded in this role by Juan G. Hernández Abrams
with effect from 1 January 2025. Juan is the Chair of the Sustainability
Committee. 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 during 2024
comprised the CEO, the Group Chairman and the independent Non-
executive Directors (NEDs). From 1 January 2025, the Group Chairman
and the CEO no longer serve as members of the committee. The
committee’s report for 2024 can be found on page 142. The Sustainability
Committee has been in place since May 2023 and is chairedby Juan G.
Hernández Abrams, an independent NED on the Board. Juan is now the
designated Director for ESG and sustainabilitymatters.
The Sustainability Steering Committee, the Main Management Committee
responsible for climate-related and environmental matters alongside other
ESG and sustainability topics, is composed of representatives from each
division – NA, EME and APAC – and the Group’s relevant functions, as listed
on the organisational and reporting structure for climate governance and
sustainability on page 50. The committee convenes quarterly and reports
to the Sustainability Committee and to the Executive Committee, which
is also a Main Management Committee. As part of the risk management
process for climate risks, the Sustainability Steering Committee 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. The Sustainability Steering Committee is now chaired by
the Chief Sustainability Officer and Company Secretary. This Executive
Committee role was introduced in 2024 to drive Keller’s sustainability
agenda and ensure it continues to gain traction across the Group. 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 (page 82).
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.
As a result of this process incorporating climate-related issues into core
strategic decisions, during 2024 we created a working group to define
our approach to compliance with the Corporate Sustainability Reporting
Directive (CSRD) and to help mitigate the risks of other upcoming climate-
related legislation in Europe. This group, made up of function leads from
across the Group, carried out various processes to minimise these risks,
with a particular focus on materiality, the collection of data and assurance.
This included stakeholder interviews to understand their sustainability
priorities, and a gap analysis process to determine where future reporting
activities should be focused. Further information on the CSRD working
group is available on page 66.
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. More detail on
ESG-linked remuneration can be found on page 126. 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
The Sustainability Steering Committee, chaired by the Chief Sustainability
Officer and Company Secretary, allows divisions and functions to raise
sustainability challenges, including on climate-related topics, to the
Executive Committee and to the Board and its committees. It also 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 committee is responsible for integrating sustainability targets
and measures into the Group business plan, in order to successfully drive
changes important to the company. In 2024, Kerry Porritt was appointed
as Keller’s first Chief Sustainability Officer, in addition to her responsibilities
as Company Secretary. In her new role, and as Chair of the Sustainability
Steering Committee, Kerry will drive Keller’s sustainability agenda and
ensure it continues to gain traction across the Group.
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
Strategic report Governance Financial statements Additional information 49

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 Steering Committee has a wider remit than the TCFD working group and feeds through
sustainability matters to the Executive Committee, the Sustainability Committee and the Board.
Following the appointment of Kerry Porritt as Keller’s first Chief Sustainability Officer, our organisational and reporting structure for climate governance is being reviewed, in particular in what
relates to the remit of the Sustainability Steering Committee, and we will report on any changes in the next annual report.
Board of Directors
Executive Committee
Sustainability Committee
Sustainability Steering Committee
Divisional and Group representatives
Group functions:
Sustainability Finance Investor Relations
HSEQ Risk People
Engineering and Operations Communications Company Secretariat
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
CSRD working groupTCFD working group
TCFD statement continued
Keller Group plc Annual Report and Accounts 202450

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.
During the period, we undertook a reassessment of our CRROs,
considering the potential financial materiality of risks and opportunities to
the Group in different regions and over different time horizons, informed
by qualitative assessment of different climate scenarios. This has resulted
in an expanded and updated list. Details on each of our CRROs and Keller’s
management of them is provided in detail in the table on pages 53 to 57.
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
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.
Strategy
Strategic report Governance Financial statements Additional information 51

Scenario analysis
In 2024, we advanced our quantitative scenario analysis in order to
better evaluate the Group’s CRROs, and to increase the coverage of
CRROs subject to quantitative modelling. We have built on previous
scenario analysis by including new risks and opportunities, a wider
geographical scope, and more sophisticated modelling approaches.
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.
In previous years, quantitative analysis addressed the increased cost of
raw materials and the opportunity for low-carbon solutions (in a pilot
location of Austria) and the risk of stranded rig assets as a consequence
of incoming regulation (focused on Europe). Physical risk modelling has
this year been expanded to cover Keller’s operations globally. The table
below shows the scope of the scenarios used in the analysis.
Details on each part of the quantitative scenario analysis and how
our CRROs are addressed are given from page 53. 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 i.e. 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
TCFD statement continued
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, we undertook a reassessment of our CRROs to review impacts over time horizons, and
to ascertain the effects of actions to mitigate / capture on those impacts, involving teams from all of Keller’s regions. As a result of this reassessment, new
CRROs are included, and impacts for CRROs have changed in several instances.
Strategy continued
Keller Group plc Annual Report and Accounts 202452

Risks Opportunities
L
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.
M
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.
H
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
1
2
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 where adaptation
projects are in demand.
Strategic report Governance Financial statements Additional information 53

Strategy continued
Low-carbon products and services
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 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
3
4
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 exiting 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 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.
TCFD statement continued
Keller Group plc Annual Report and Accounts 202454

Regulation of existing products and services
Risk of climate litigation
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
5
6
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 2023 the Group trialled electric rigs for the first time, with the aim of expanding
use of electric equipment in the future. 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, after successful trials of HVO biofuel, we can now offer biofuels to clients to decarbonise
site equipment in multiple business units.
• On efficiency improvements, we share strategies for on-site carbon reductions 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.
Strategic report Governance Financial statements Additional information 55

TCFD statement continued
Strategy continued
Increased cost of materials
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 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
7
8
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 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 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 • Scope 3 emissions calculations are being embedded into the Group’s upcoming ERP system.
• Trials are under way at business unit level to calculate material Scope 3 emissions.
• 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 on the CDP platform, creating greater consolidation and transparency around
reporting.
• A Chief Sustainability Officer, Kerry Porritt, has been appointed; a new role for the Group which will be
instrumental in driving Keller’s sustainability agenda including further measurement and reporting.
Keller Group plc Annual Report and Accounts 202456

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
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
9
10
11
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.
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.
Physical
Strategic report Governance Financial statements Additional information 57

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 0.49% 0.80% 0.79% 1.61%
APAC 0.18% 0.25% 0.73% 1.11%
EME 0.14% 0.22% 0.45% 0.65%
Total 0.81% 1.28% 1.97% 3.37%
Strategy continued
TCFD statement continued
Selection
The Group already experiences impacts to projects as a result of
extreme weather. This year, modelling was expanded to cover all of
the Group’s regions globally. Weather risks included in modelling were
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 current 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.
Results
The Group faces limited exposure to climate-related physical risk.
Thetotal potential financial impact of weather risks is set to be c.2.7%
of projected global revenue in 2050, on average between the modelled
scenarios. This is 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.
Keller Group plc Annual Report and Accounts 202458

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)
3.02% 2.51% 1.75% 8.31% 6.54% 4.04%
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 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
the 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.
• 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
Overall, Keller’s share of projects exposed to the energy transition,
either with positive impacts as in the case of this opportunity, or
negative impacts as in the case of ‘Risk from decreased projects from
fossil fuel-linked sectors’ (see below), is around 12.5%, meaning that
changes in the energy sector are likely to be significant for the Group.
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 wind, with the majority of positive impacts
coming from the EME region, where Keller currently undertakes the
most wind energy 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.
Strategic report Governance Financial statements Additional information 59

TCFD statement 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 impact from decline in fossil fuel projects
(% impact to total global annual revenue)
(3.19%) (2.71%) (1.29%) (8.80%) (8.01%) (3.83%)
Strategy continued
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.
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 8% 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.
Keller Group plc Annual Report and Accounts 202460

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. In 2024, we used electric rigs from
multiple providers in projects across Europe, with the aim to expand
our use of this zero-emission equipment in the future. All the rigs
we produced in 2024 were electric, electrohydraulic, or had ‘stage 5’
engines, the lowest emissions tier.
Strategic report Governance Financial statements Additional information 61

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.
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
Strategy continued
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 2024, we appointed a new Senior Sustainability Advisor role,
specifically focused on Scope 3 emissions reductions. They have been
responsible for bringing together the first Scope 3 estimations from
around the Group, finding a consistent way to estimate these emissions
for future CSRD 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.
TCFD statement continued
Keller Group plc Annual Report and Accounts 202462

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 Steering
Committee 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 Internal Audit 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 Internal Audit. 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 82 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
Strategic report Governance Financial statements Additional information 63

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 (2023: 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: 6% (2023: 3%)
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: £0.4m (2023: £0.3m)
This total includes our spend on HVO fuel trials, KGS KB0-E spend, and
other university projects in Europe and Middle East, North America and
Asia-Pacific.
Percentage of executive management remuneration
linked to climate-related considerations: 10% of annual
bonus plan
The Remuneration Committee agreed Scope 1 per £m revenue and
absolute Scope 2 reduction targets as part of management’s corporate
objectives linked to remuneration in 2024. More detail on this objective and
remuneration outcome is available in the Directors’ remuneration report on
page 126.
For quantitative disclosures concerning our energy usage, please see our
Streamlined Energy and Carbon Reporting (SECR) statement on page 27.
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 30 and 31
of thisreport.
We do not currently use an internal carbon price.
Metrics and Targets
TCFD statement continued
Keller Group plc Annual Report and Accounts 202464
64

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 27 as part of our SECR.
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. We have begun calculating
these emissions on key projects using the sector-standard carbon
calculator, as well as estimating these emissions in a trial business unit.
Calculating emissions for other Scope 3 categories, including for our
materials, poses challenges due to the complexity of our supply network
and our high number of small suppliers. This year, we have created a
dedicated resource looking into how to calculate and reduce Scope 3
material emissions. They are working in collaboration with universities and
across the three divisions of the business – Europe and Middle East, North
America and Asia-Pacific – on low-carbon cements and developing key
supplier partnerships. Further details on our decarbonisation work and
Scope 3 can be found on page 29.
Details on our approach, including how we train engineers in calculating
and reducing carbon in our projects, can be found on page 29.
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
2
e/£m revenue
for 2024 (against 2019 baseline), representing a 5% reduction in our
carbon intensity from 2023. We did not achieve this interim target, due
primarily to a change in product mix which resulted in more fuel-intensive
projects being undertaken during 2024. Additionally, emissions were
contributed to by improved reporting on fuel usage in our Austral Business
Unit. More details on our Scope 1 emissions are available on page 28.
Achieving this target is now our main Planet focus for 2025 (see page 28),
with an interim target to reduce our Scope 1 emissions per million revenue
by 5% from a baseline of 2024.
Scope 2 – Net zero by 2030
Interim target of 50% reduction in absolute market-based emissions
for 2024 (against 2019 baseline). This 2024 target would result in a 10%
reduction from 2023. We achieved this interim target. This was supported
primarily by the procurement of renewable energy in our Suncoast
Business Unit, and operational efficiency improvements and solar panel
deployment in our India Business Unit. 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 26. 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 24 to 29.
Disclosure not provided Detail Expected timeframe for compliance
Metrics and Targets
a) Disclose the metrics used
by the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk
management process.
While we have published cross-industry
metrics as described in Table A2.1 of the
TCFD implementation guidance, we do not
have a complete list for all material CRROs.
Furthermore, we have qualitative
information available on water and waste,
but not quantitative metrics.
We also recognise that the TCFD
recommendations encourage the
disclosure of Scope 3 emissions and we
have published our Operational Scope 3
emissions and target.
We are aiming to continue to expand the metrics we
collectand report on in subsequent years.
We are actively working on improving the breadth and
quality of the Scope 3 categories we calculate and disclose,
with the aim of publishing our full Scope 3 emissions in
future. Scope 3 calculation and reporting will be included
aspart of our upcoming ERP programme.
For water and waste management, we have determined key
metrics to track based off our CSRD double materiality
assessment. The CSRD working group is developing a data
collation and conversion system to start estimating these
impacts. Once we have reliable baseline data, we can look
to set targets on these metrics.
Compliance table
We consider disclosures in the above statement to be consistent with TCFD recommendations, except in the following areas:
Strategic report Governance Financial statements Additional information 65

Risks and opportunities for Keller
Impact on our stakeholders
Keller will be reporting at the Group level
CSRD inputs
CSRD outputs
Corporate Sustainability
Reporting Directive
We are committed to evolving and enhancing our corporate sustainability reporting. A key part of this commitment
is compliance with the Corporate Sustainability Reporting Directive (CSRD). This requires companies with operations
in theEU to report their environmental, social and governance topics, including impacts, risks and opportunities, and
internal processes and controls to monitor and assess them.
Our roadmap to compliance
The CSRD reporting regime will bring structure and consistency to what a company must disclose in relation to
its most important (material) ESG issues. To meet these requirements, a set of European Sustainability Reporting
Standards (ESRS) have been adopted by the EU. At Keller, we see this as an opportunity which will help us focus our
sustainability efforts and win work based on sustainability.
Scoping and approach
Double materiality assessment
Next steps
1
2
3
During 2024 we conducted a legal entity scoping exercise which
concluded that we have five entities within scope in 2025, before all
our EME business units must report in 2026. The whole Group will
haveto report under CSRD by 2028.
Given this timeline, we have opted to work towards voluntarily reporting
at the Group level from next year. This means we currently intend to
report globally, in accordance with the requirements of the CSRD, in
ourconsolidated Annual Report and Accounts for 2025.
We believe this Group-wide approach avoids duplicating the assessment
process, future-proofing our assessment as morebusiness units fall
within scope. It also helps us meet thedemands of EU-based clients
around the world, providing stakeholders with transparent information
inthe spirit of CSRD.
The double materiality assessment (DMA) required under the CSRD
helped us consider the relationship between Keller and the broader
environment and society. To do this, in 2024 we started to assess ‘impact
materiality’ ie the Group’s actual or potential impacts on people or the
environment, as well as ‘financial materiality’ ie where a sustainability
topic may trigger financial effects on the Group. We will complete our
DMA in 2025, for our disclosures to be ready for the next annual report.
We used an EFRAG (European Financial Reporting Advisory Group)
aligned methodology for the purposes of conducting our DMA.
This meant identifying our upstream, downstream and internal
stakeholders in our value chain to ensure they were represented in
the assessment process. We used a range of data, including internal
proxy interviews and written feedback, to inform our DMA. The DMA
framework provided a process to systematically identify and assess
ourimpacts, risks and opportunities, resulting in a focused view of
whatis most important to Keller.
In addition to completing the DMA, in the early part of 2025 we also
undertook our ESRS gap analysis, to understand what data we already
collect and where we need to focus our efforts in the remainder of 2025.
We will be working to form the systems and structures needed to collect
CSRD data from across the Group. As the data becomes available, we
willlook at the audit and verification steps required for CSRD.
We will continue to evolve and adapt our sustainability reporting
processes to ensure we can report against the ESRS requirements in
due course. We will focus on balancing resources to ensure that efforts
to provide more transparent information are complemented by
acontinued focus on embedding ESGfocus areas into Keller’s
strategy and business operations.
Keller Group plc Annual Report and Accounts 202466

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
1
Comments
2-1 Organisational details 70–75, Note 1 on page 164
2-2 Entities included in sustainability reporting 26, Note 8 on page 209
2-3 Reporting periods, frequency and contact point 67
2-4 Restatement of information 67
2-5 External assurance 26
2-6 Activities, products, services and markets served 4–5, 20–21, 70–75 Entities up and downstream
not disclosed
2-9 Governance structure and composition 98–113
2-10 Nomination and selection of highest
governance body
111, 114–117, Nomination and Governance
Committee terms of reference, Board
DiversityPolicy
2-11 Chair of highest governance body 98
2-12 Role of highest governance body in overseeing
management of impacts
49, 102–103, 106–107 Management of impacts
not disclosed
2-13 Delegation of responsibility for managing impacts 49–50, Sustainability Committee terms of
reference
2-14 Role of the highest governance body in
sustainability reporting
49–50, 82–85, 102–103
2-15 Conflicts of interest 98–99, 104
2-17 Collective knowledge of the highest governance body 113
2-19 Remuneration policies 130–131, 132, 28 and 133 (for Scope 1 and 2
reduction objectives)
2-20 Process to determine remuneration 128–129
2-21 Annual total compensation ratio 136–137
2-22 Statement of sustainable development strategy 22–23
2-23 Policy commitments 46, 68–69, supporting policies on Keller website
2-26 Mechanisms for seeking advice and raising concerns 46, 68–69 Wider channels to report
concerns not disclosed
2-27 Compliance with laws and regulations 113
2-28 Membership associations 47 Select list of partnerships
disclosed
2-29 Approach to stakeholder engagement 95, 108–110, 142–144
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 2024, in correspondence with
GRIdisclosure 2-3.
Restatements
Pursuant to GRI disclosure 2-4, for 2023 Group energy use, Scope 1 emissions and totals emissions have been restated to reflect improvements in fuel
data collection. Further information can be found on page 27.
For queries relating to the reported information on sustainability, please contact Kerry Porritt, Chief Sustainability Officer at secretariat@keller.com.
Strategic report Governance Financial statements Additional information 67

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
1
Description of our business model The Keller model – How we do it
The Keller model – Our competitive strengths
Our strategy
See pages 4 and 5
See pages 6 and 7
See pages 20 and 21
2
The main trends and factors likely to affect
the future development, performance and
position of the Group’s business
Our market
Divisional reviews
See pages 18 and 19
See pages 70 to 75
3
Description of the principal risks and any
adverse impacts of business activity
Principal risks and uncertainties
See pages 82 to 92
4
Non-financial key performance indicators Customer satisfaction
Safety, good health and wellbeing
Gender diversity
Greenhouse gas emissions and energy
See page 9
See pages 33 to 35
See pages 40 to 42
See pages 26 to 29
Reporting requirement
Policies, processes andstandards
which governour approach
1
Risk management
Embedding due diligence, outcomes of
our approach and additional information
5
Environmental
matters
ESG and sustainability
See pages 22 to 69
Climate change
See page 89
Ethical misconduct and non-
compliance with regulations
See page 88
Losing market share
See page 87
Inability to maintain technological
product advantage
See page 89
Our market
See pages 18 and 19
Divisional reviews
See pages 70 to 75
Greenhouse gas emissions and
energy data, trend analysis and
assurance
See pages 26 to 29
Sustainability Committee report
See pages 142 to 144
Section 172 statement
See pages 108 to 110
Corporate Sustainability
Reporting Directive
See page 66
6
Employees Human Resources Policy
Code of Business Conduct
Whistleblowing Policy
Wellbeing foundations
Sustainability Policy
Biodiversity Policy
ESG and sustainability
See pages 22 to 69
Causing a serious injury or fatality to
employees or a member of the public
See page 91
Ethical misconduct and non-
compliance with regulations
See page 88
Not having the right skills to deliver
See page 91
Climate change
See page 89
Diversity, equity and inclusion
See pages 36 to 42
Training and development
See pages 43 and 44
Health and wellbeing
See pages 34 and 35
Employee engagement
See page 143
Section 172 statement
See pages 108 to 110
Sustainability Committee report
See pages 142 to 144
Keller Group plc Annual Report and Accounts 202468

Reporting requirement
Policies, processes andstandards
which governour approach
1
Risk management
Embedding due diligence, outcomes of
our approach and additional information
7
Social and
community
matters
Code of Business Conduct
Wellbeing foundations
Sustainability Policy
ESG and sustainability
See pages 22 to 69
Procurement Policy
Supply Chain Code of
Business Conduct
Human Rights Policy
Biodiversity Policy
Ethical misconduct and non-
compliance with regulations
See page 88
Climate change
See page 89
The Keller model – How we do it
See pages 4 and 5
Divisional reviews
See pages 70 to 75
Safety, good health and wellbeing
See pages 33 to 35
Sustainability Committee report
See pages 142 to 144
Section 172 statement
See pages 108 to 110
8
Human rights Code of Business Conduct
Supply Chain Code of 
Business Conduct
Modern Slavery and Human
Trafficking Statement
Wellbeing foundations
Sustainability Policy
Biodiversity Policy
Privacy Policy
Human Rights Policy
Ethical misconduct and non-
compliance with regulations
See page 88
Causing a serious injury or fatalityto
employees or a memberof the public
See page 91
Climate change
See page 89
Safety, good health and wellbeing
See pages 33 to 35
Sustainability Committee report
See pages 142 to 144
Section 172 statement
See pages 108 to 110
9
Anti-corruption
and anti-bribery
Anti-Bribery and
Anti-Fraud Policy
Competition Law
Compliance Policy
Conflicts of Interest Policy
(at local level)
Whistleblowing Policy
Human Rights Policy
Ethical misconduct and non-
compliance with regulations
See page 88
Principles
See pages 45 to 47
Audit and Risk Committee report
See pages 118 to 125
10
Climate-related
financial
disclosures
ESG and sustainability
See pages 22 to 69
Sustainability Policy
Biodiversity Policy
Climate change
See page 89
Ethical misconduct and non-
compliance with regulations
See page 88
Losing market share
See page 87
Inability to maintain technological
product advantage
See page 89
TCFD statement
See pages 48 to 65
Our market
See pages 18 and 19
Divisional reviews
See pages 70 to 75
Greenhouse gas emissions and
energy data, trend analysis and
assurance
See pages 26 to 29
Sustainability Committee report
See pages 142 to 144
Section 172 statement
See pages 108 to 110
Corporate Sustainability
Reporting Directive
See page 66
1 Some policies, processes and standards shown here are not published externally.
Strategic report Governance Financial statements Additional information 69

Revenue (£m) Underlying operating profit (£m)
Underlying operating margin (%)
Accident Frequency Rate
Order book (£m)
Performance indicators
£1,785.8m
£1,130.4m
0.04
£190.0m
10.6%
2024
2024
2024
2024
2024
£1,770.0m
£904.6m
0.09
£169.6m
9.6%
2023
2023
2023
2023
2023
North
America
Business units
North and Pacific
South Central
Canada
Moretrench and RECON
Suncoast
Divisional reviews
North America
Structure above as from 1 January 2025 when the Northeast and West BUs combined to
formtheNorth and Pacific BU and we integrated our Specialty Services BU into our regional
foundationsbusinesses.
Keller Group plc Annual Report and Accounts 202470 Keller Group plc Annual Report and Accounts 202470

2024
£m
2023
£m
Constant
currency
Revenue 1,785.8 1,770.0 +4.2%
Underlying operating profit 190.0 169.6 +16.1%
Underlying operating margin 10.6% 9.6% +100 bps
Order book 1,130.4 904.6 +23.7%
In North America, revenue increased by 4.2% to £1,785.8m (on a constant
currency basis), largely driven by an increase in trading in the foundations
business. This was partially offset by lower volumes in our Suncoast business,
down 19.3%, and lower volumes at RECON, down 29.9% (both on a constant
currency basis). Underlying operating profit in North America increased by
16.1% to £190.0m, driven by the sustained improvement in operational
performance in the foundations business and benefitting from the buoyant
market conditions in the year. The increase in profitability saw underlying
operating margin in North America increase to 10.6% (2023: 9.6%).
TheAccident Frequency Rate, our key safety metric, improved to 0.04 versus
the prior period at 0.09, a reduction of six lost time injuries reported in 2024.
The improved performance in 2023 has been sustained and built upon
and our Foundations business had another outstanding year in both
the US and Canada. Management actions include the introduction of
standard operating procedures, an upgraded project performance review
process and a new variation order tracking system. Further efficiencies
and improvements have been achieved through the combination of
two business units as we continually drive operational performance.
An unseasonably strong first quarter and a particularly buoyant market
contributed to the strong performance.
Suncoast, the Group’s post-tension business, reported a decline in
revenue, reflecting a decreased level of activity as a result of the slowdown
in residential housing. Whilst profitability benefitted from better than
expected resilience in pricing in the first half of the year, overall profitability
for the year was down versus the prior year as pricing normalised in the
second half as expected.
Moretrench Industrial, our business that operates in the highly regulated
environmental remediation market, continued to make good progress
in the period, with growth in revenue and profit. At RECON, our
geoenvironmental and industrial services company, volumes and profit
were lower following the completion of the large LNG contract in the Gulf
of Mexico project in the prior year and delays in the period related to the
permitting of new LNG projects. In 2025 we expect to commence work
ona further LNG contract in the Gulf region.
In June 2024, Paul Leonard joined as President North America. Paul is a
highly experienced industry professional and a seasoned expert in energy
and construction, with a proven track record in project delivery, and is
building on the improved operational performance achieved in the division
over the last 18 months.
North America Outlook
The order book for North America at the period end was at £1,130.4m,
up24% (on a constant currency basis) from the closing position at the end
of 2023. The increase year-on-year is predominantly driven by continued
strong volumes in Foundations and the LNG contract at RECON which is
expected to commence in 2025. Following a particularly buoyant market
in 2024, we expect the market environment to normalise in 2025. Whilst
the improved operational performance in Foundations is expected to be
maintained, we expect a more normalised pricing environment in Suncoast.
CASE STUDY
Positioned for continued success
North America President Paul Leonard on joining Keller and the positive roadahead.
What attracted you to Keller?
Initially I was impressed by the fact that it’s a market leader in its field
– focused on its capability, clear on its strategy and understanding of
the market. Then, as I started to meet the people in Keller, I realised the
quality of the people. It’s incredible how Keller has been able to build and
maintain a strong culture.
What were your impressions once you started?
Here in North America, Keller was built on multiple acquisitions of
various sizes, yet despite that, so much talent has stayed within the
organisation and has integrated into a team.
Keller in North America is very strong operationally, and that has driven
recent results. A lot of work has been done over the last five years to
get us to this stage. As the market in the US has grown rapidly over the
past few years, we have been in a great position to capitalise and can
continue over the next few years.
Where do you see Keller heading?
Our focus is on continued strong operational performance, driving
bottom-line return through the strength of our team. We are a locally
focused business that leverages our national and global strength –
customers buy because of the relationships we have in local markets
and the capabilities we offer.
We want to continue to focus on how
we organically and inorganically build
market share in local markets. We want
to make it very simple for customers to
buy Keller’s global capabilities through
the local branches. Continued cross-
collaboration between branches will
really propel the business forward.
Strategic report Governance Financial statements Additional information 71

Revenue (£m) Underlying operating profit (£m)
Underlying operating margin (%)
Accident Frequency Rate
Order book (£m)
Performance indicators
£835.1m
£302.1m
0.05
£7.9m
0.9%
2024
2024
2024
2024
2024
£808.0m
£397.8m
0.11
£9.8m
1.2%
2023
2023
2023
2023
2023
Divisional reviews continued
EME
Europe and
Middle East
(EME)
1
Business units
Central Europe
North-East Europe
South-East Europe and Nordics
South-West Europe
UK
Middle East
Keller Group plc Annual Report and Accounts 202472 Keller Group plc Annual Report and Accounts 202472

2024
£m
2023
£m
Constant
currency
Revenue 835.1 808.0 +5.5%
Underlying operating profit 7.9 9.8 -17.7%
Underlying operating margin 0.9% 1.2% 30bps
Order book 302.1 397.8 -21.0%
In Europe and Middle East (EME), revenue increased by 5.5% on a constant
currency basis, reflecting an improved performance in Europe and the
completion of a large infrastructure project in Central Europe. Underlying
operating profit was down 17.7% on a constant currency basis, as a result
of an ongoing challenging project in the Middle East and the successful
completion of a large contract in the Middle East in the prior year. As
a consequence, underlying operating margin reduced slightly to 0.9%
(2023:1.2%). The Accident Frequency Rate reduced from 0.11 to 0.05,
withsix fewer lost time injuries versus the prior year.
The European businesses reported revenue and underlying operating
growth despite challenging market conditions in parts of Europe, which
continue to be affected by ongoing weak demand in the residential and
commercial sectors. Performance was driven by large projects in the
infrastructure sectors, primarily in Central Europe, North-East Europe
andthe Nordics.
Our North-East Europe business, which comprises Poland and the
Baltic countries, improved year-on-year and reported both revenue and
underlying operating profit growth, largely driven by a contract relating to
CPK, a large government funded project that will include the construction
of a new high-speed rail and road network across Poland.
In South-East Europe and Nordics, revenue was down in the year
following several large infrastructure projects in the Nordics in the prior
year,while underlying operating profit increased due to the turnaround
andcompletion of these projects and a restructured cost base.
In the UK, trading was down versus prior year reflecting the near completion
of our contract on High Speed 2 and the continued soft market conditions.
In Central Europe, revenue and profit increased in the period, driven by work
on a large railway tunnel project that was successfully completed in Germany.
South-West Europe delivered growth in both revenue and operating profit,
driven by favourable trading conditions in Spain.
In the Middle East, both year-on-year revenue and profit were negatively
impacted by the performance of two projects; with the prior year
comparative benefitting from the successful completion of a large project
whilst the current year was impacted by an ongoing challenging project in
the region, where we are currently in discussions with the client to remedy
the commercial performance. The rest of the Middle East region including
UAE, Bahrain and other Saudi Arabian projects, performed strongly in the
year. Underlying operating profit in the Middle East region was down £19.9m
versus the prior year (on a constant currency basis).
We completed the exit of our business in South Africa at the end of the
firsthalf, which recorded a modest profit in the period prior to sale.
EME Outlook
The EME order book at the end of the period was £302.1m, down 21%
versus the prior year on a constant currency basis, with the prior year
comparative benefitting from the large infrastructure projects completed
in 2024. Notwithstanding this, we expect a significant improvement in
overall performance and margins in 2025 as a result of improved project
executionand a number of self-help measures.
CASE STUDY
Helping to renew one
of Germany’s busiest
train tunnels
Working 24/7 to a tight schedule, the Keller team is completing
reconstruction works for a tunnel on one of Germany’s most
important rail lines.
Used by up to 160 trains a day, the 5km Rauhebergtunnel on the
high-speed Hanover-Würzburg line has been a critical piece of
infrastructure since opening in 1991.
But over the years, cracks and deformations have appeared, with
initial stabilisation works carried out in 2011 and again 10 years later,
with Keller playing a key role. Now the tunnel is undergoing a more
substantial reconstruction in the affected area, with rail operator
Deutsche Bahn once again turning to Keller for its expertise. The
contract is Keller’s largest ever in Germany.
The work involves consolidating the surrounding subsoil behind the
tunnel shell using jet grouting and injecting grout into the pores.
Over 3,000 injection boreholes up to 6.5m deep are being created,
and around 17,000 tonnes of cement are being used.
“This is an immense construction task and logistical challenge in
a short period of time,” says Christoph Wehr, Project Manager.
“Due to the extraordinary size of the project, combined with
the tight timeframe, its success is only possible thanks to the
joint participation all our offices in Germany and support of
other business units. We have 120 employees on site, including
numerous subcontractors, because we’re also responsible for
trackconstruction, core drilling, drainage and surveying.”
With this project, we are proving to our
client that we are a strong partner in
geotechnical engineering.
Christoph Wehr
Project Manager
1 EME performance included the South Africa business up until it was sold at the end of the
firsthalf of 2024.
Strategic report Governance Financial statements Additional information 73

Revenue (£m) Underlying operating profit (£m)
Underlying operating margin (%)Order book (£m)
Performance indicators
£365.8m
£177.5m
£28.7m
7.8%
2024
2024
2024
2024
£388.0m
£186.7m
£14.6m
3.8%
2023
2023
2023
2023
Accident Frequency Rate
0.052024
0.062023
Divisional reviews continued
APAC
Asia-Pacific
(APAC)
Business units
Keller Asia
Keller Australia
Austral
Structure above as from 1 January 2025 when
the Keller India and ASEAN BUs combined to
form the Keller Asia BU.
Keller Group plc Annual Report and Accounts 202474 Keller Group plc Annual Report and Accounts 202474

2024
£m
2023
£m
Constant
currency
Revenue 365.8 388.0 -2.1%
Underlying operating profit 28.7 14.6 +103.5%
Underlying operating margin 7.8% 3.8% +400bps
Order book 177.5 186.7 -0.3%
In APAC, revenues decreased by 2.1% on a constant currency basis, largely
due to a strong prior year comparative following record volumes in Keller
Australia in 2023. Underlying operating profit increased significantly to
£28.7m driven by the turnaround in performance at Austral. Underlying
operating profit margin increased significantly to 7.8% (2023: 3.8%).
TheAccident Frequency Rate reduced from 0.06 to 0.05, a reduction of
one lost time injury versus the prior year.
Keller Australia delivered a record performance in 2023 and continued to
perform well in 2024 driven by continued federal and state government
spending, particularly in the infrastructure sector, though this spending
eased somewhat as the year progressed. Austral reported a full year of
profit, following the return to profit in the second half of 2023, despite a
drop in revenue, following a focus on project execution and margin growth.
In ASEAN, the market recovery has been slow, although our business
showed signs of recovery with growth in revenue and operating profit
overthe prior year.
Keller India performed well, delivering a record profit in the year through
successful execution of projects across the industrial, manufacturing,
commercial and petrochemical sectors. We continue to see good
prospects for the Keller India business in 2025.
APAC Outlook
The APAC order book at the end of the period was at £177.5m,
unchanged (on a constant currency basis) on the prior year. Following a
strong recovery in 2024, we expect the APAC Division to deliver another
resilient performance and operating margin in 2025.
CASE STUDY
Austral Construction sets record at Port of Melbourne
Keller company Austral has completed a challenging
project for the redevelopment of a dock at the Port
of Melbourne. The work included installing the longest-
ever single-length raked piles in Australia – saving the
client time and money.
The Port of Melbourne is Australia’s largest cargo port, handling more
than a third of the nation’s shipping container trade. Over the past
decade, Austral has completed numerous successful projects at the port.
The latest is the refurbishment of the ageing berth 1 on Swanson Dock’s
west side, which has seen Austral install over 200 tubular steel piles.
“Our long-standing relationship with the client, technical expertise,
marine experience and understanding of the site helped us win this
project,” says Callum Woodley, Construction Manager. “But what gave
us the advantage was our ability to install the 46m-long single-length
tubular steel piles, some on an incline, without the need to split them
into segments.
“This meant we could complete the scope much more quickly and cost-
effectively than our competitors.” Callum believes these are likely to
be the longest and largest raked piles ever driven by a track-mounted,
land-based piling rig in Australia.
“The work was finished to the best possible standards, within the
schedule and to the highest levels of safety,” he adds.
We’ve overcome many technical and
logisticalchallenges and, with the length
ofthepiles, achieved something we’ve
neverdonebefore.
Callum Woodley
Construction Manager
Strategic report Governance Financial statements Additional information 75

Chief Financial Officer’s review
This report comments on the key financial aspects of the Group’s
2024results.
Revenue
Group revenue of £2,986.7m (2023: £2,966.0m) was up 1% at actual
foreign currency rates and 4% up at constant currency. This was driven by
an increase in trading in the North America foundations business and the
impact of larger projects in Europe partially offset by a reduction in APAC.
In North America, revenue increased by 4.2% on a constant currency basis
as foundations volumes offset lower volumes in our Suncoast business,
largely as a result of the slowdown in residential housing and lower volumes
at RECON. In Europe and the Middle East (EME), revenue increased by 5.5%
on a constant currency basis reflecting improved trading volume in Europe
and the completion of a large project in the European infrastructure sector.
In Asia-Pacific (APAC), revenue reduced by 2.1% on a constant currency
basis due to the moderation of trading volume in Australia following a
record trading performance in the prior year, and lower volumes at Austral
following management focus on margin over volume.
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 19% of the Group’s revenue (2023: 15%). The Group worked
on c.5,500 projects in the year with 48% (2023: 51%) 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 £212.6m was 18% up on prior year
(2023: £180.9m) at actual foreign currency rates and 22% up on a constant
currency basis. The underlying operating margin increased to 7.1% (2023:
6.1%). In North America, underlying operating profit increased 16% on
a constant currency basis to £190.0m (2023: £169.6m), driven by the
sustained improvement in operational performance in the foundations
business and benefitting from the buoyant market conditions in the year.
The increase in profitability saw underlying operating margin in North
America increase to 10.6% (2023: 9.6%).
David Burke
Chief Financial Officer
We have delivered improved
performance across all key
metrics – profits, earnings,
margin, return on capital,
cash conversion and
debtreduction
The top 10 customers represent
19% of the Group’s revenue. The
Group worked on c.5,500 projects
in the year with 48% of contracts
having a value between £25,000
and £250,000, demonstrating a low
customer concentration and a wide
project portfolio.
Keller Group plc Annual Report and Accounts 202476

In Europe and the Middle East, underlying operating profit reduced by
18% on a constant currency basis to £7.9m (2023: £9.8m), primarily as a
result of project performance at a current challenging project in the Middle
East and the completion of a profitable contract in the Middle East in the
prior period. Underlying operating margin reduced to 0.9% (2023: 1.2%).
In APAC, underlying operating profit increased significantly to £28.7m
(2023: £14.6m) driven primarily by the sustained turnaround at Austral
that commenced in the second half of 2023. The operating margin for the
division increased to 7.8% (2023: 3.8%).
Share of post-tax results from joint ventures
The Group recognised an underlying post-tax profit of £0.5m in the year
(2023: £0.8m) from its share of the post-tax results from joint ventures.
The prior year included the share of the post-tax amortisation charge of
£0.6m arising from the acquisition of NordPile by our joint venture KFS Oy
in 2021 as a non-underlying item. No dividends (2023: nil) were received
from joint ventures in the year.
Statutory operating profit
Statutory operating profit, comprising underlying operating profit of
£212.6m (2023: £180.9m) and non-underlying items comprising net
costs of £7.5m (2023: £27.8m), increased by 34% to £205.1m (2023:
£153.1m). The increase in statutory operating profit is a reflection of the
increase in underlying operating profit in 2024, combined with a decrease
in non-underlying operating costs. The non-underlying costs are set out
infurtherdetail below.
Net finance costs
Net underlying finance costs decreased by 23% to £21.2m (2023: £27.5m).
The decrease was driven predominantly by the decrease in average debt
levels through the year, with a higher average cash balance.
Following the issuance of $300m of private placement notes in August
2023, the Group’s borrowings are now largely at fixed interest rates.
The average month-end net debt during 2024, excluding IFRS 16 lease
liabilities, during the year was £96.5m (2023: £224.8m).
Taxation
The Group’s underlying effective tax rate decreased to 23% (2023: 25%),
largely due to the change in the profit mix of where the Group is subject to
tax. 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 £72.7m to £65.6m. The reduction
is due to the fact that the tax payments in 2023 included a catch-up
payment for 2022 US tax. Further details on tax are set out in note 12
ofthe consolidated financial statements.
2024
£m
2023
£m
Revenue 2,986.7 2,966.0
Underlying operating profit
1
212.6 180.9
Underlying operating profit %
1
7.1% 6.1%
Non-underlying items in operating profit (7. 5) (27.8)
Statutory operating profit 205.1 153.1
Statutory operating profit % 6.9% 5.2%
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
1
£m
Underlying operating profit margin
1
%
2024 2023 2024 2023 2024 2023
Division
North America 1,785.8 1,770.0 190.0 169.6 10.6% 9.6%
EME
2
835.1 808.0 7.9 9.8 0.9% 1.2%
APAC
2
365.8 388.0 28.7 14.6 7.8% 3.8%
Central – – (14.0) (13.1) – –
Group 2,986.7 2,966.0 212.6 180.9 7.1% 6.1%
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.
2 From 1 January 2024, the Middle East and Africa (MEA) business was transferred to the Europe Division, creating the Europe and Middle East Division, and the remaining Asia-Pacific, Middle
East and Africa Division became the Asia-Pacific Division. The 2023 comparative segmental information has been updated to reflect this change as it is consistent with the information
reviewed by the Chief Operating Decision Maker.
Strategic report Governance Financial statements Additional information 77

Chief Financial Officer’s review continued
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 non-underlying items in operating profit in the year decreased to £7.5m (2023: £27.8m), due to the goodwill impairment charge
inthe prior year and a credit arising this year from the change in fair value of contingent consideration.
Non-underlying items
2024
£m
2023
£m
Exceptional restructuring costs 4.3 2.8
ERP implementation costs 4.0 7.5
Claims related to closed businesses 1.5 –
Loss on disposal of operations 0.8 0.1
Goodwill impairment – 12.1
Impairment of trade receivables related to restructuring – 0.4
Amortisation of acquired intangible assets 3.3 5.1
Amortisation of joint venture acquired intangibles – 0.6
Change in fair value of contingent consideration (6.4) –
Gain on sale of assets held for sale – (0.8)
Total non-underlying items in operating profit 7.5 27.8
Non-underlying items in finance income – –
Total non-underlying items before taxation 7.5 27.8
Non-underlying taxation (2.7) (3.0)
Total non-underlying items 4.8 24.8
Non-underlying items in operating profit
Exceptional restructuring costs of £4.3m (2023: £2.8m) in the year
comprise the cost of a new Group-wide finance transformation project,
which has moved certain finance activities into internal shared service
centres. Finance shared service centres in Poland and Malaysia, serving
the EME and APAC divisions respectively, were established and became
operational. These shared service centres will ultimately improve efficiency,
reduce costs, and provide high-quality support services to the operational
businesses. The non-underlying costs for the year includes headcount
restructuring and one-off set-up costs; it does not include the running
costs of the shared service centres. In the prior year, restructuring costs
of £2.8m related to the scheduled exit of the Kazakhstan business and the
costs arising from the mothballing of the Egypt business.
The Group is continuing the strategic project to implement a new cloud-
based computing enterprise resource planning (ERP) system across the
Group. As this is a complex implementation, project costs are expected to
be incurred for a further three years. Non-underlying ERP costs of £4.0m
(2023: £7.5m) 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.
Claims related to closed businesses of £1.5m (2023: £nil) reflect increased
provisions for customer claims for businesses no longer operating.
The Group realised a £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 a potential maximum of a further £1.3m
saleproceeds dependent on the profitability of the business post-disposal.
No receivable for the earnout has been recognised at year end.
Goodwill impairment in the prior year of £12.1m related to the UK business.
The impairment of trade receivables related to restructuring in the prior
year related to the exit from Kazakhstan.
The classification of costs as non-underlying is a management judgement
and is reviewed on a regular basis.
Amortisation of acquired intangibles
The £3.3m (2023: £5.1m) charge for amortisation of acquired intangible
assets relates to the RECON, GKM Consultants, NWF and Moretrench
acquisitions.
Change in fair value of contingent consideration
Non-underlying other operating income of £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 (our main
Saudi Arabian subsidiary) and the acquisitions of GKM Consultants and
NWF. The majority of this relates to Keller Company Limited where the
earnout is based on revenue earned in Saudi Arabia, which is now expected
to be lower given the reduced level of revenue now expected from NEOM.
Non-underlying taxation
A non-underlying tax credit of £2.7m (2023: £3.0m) 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.
Keller Group plc Annual Report and Accounts 202478

Earnings per share
Underlying diluted earnings per share increased by 30% to 199.9p (2023:
153.9p) driven by higher operating profit as well as lower finance costs
and a lower effective tax rate in the year. Statutory diluted earnings per
share was 193.3p (2023: 120.5p) which includes the impact of the non-
underlyingitems.
Dividend
The Board has recommended a final dividend of 33.1p per share (2023:
31.3p per share) which, following the interim dividend for 2024 of 16.6p
(2023: 13.9p), brings the total dividend for the year to 49.7p (2023:
45.2p), an increase of 10%. The 2024 dividend earnings cover, before
non-underlying items, was 4.0x (2023: 3.4x). If approved, the proposed
2024 final dividend of 33.1p (2023: 31.3p) will be paid on 20 June 2025 to
shareholders on the register as at the close of business on 23 May 2025.
Keller Group plc has distributable reserves of £283.7m at 31 December
2024 (2023: £190.8m) that are available to support the Dividend Policy,
which comfortably covers the proposed final dividend for 2024 of
£23.6m. Keller Group plc is a non-trading investment company that
derives its profits from dividends paid by subsidiary companies. The
Dividend Policy 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.
Free cash flow
The Group’s free cash flow was an inflow of £192.6m (2023: £103.2m);
the improvement was driven by improved profitability, good working
capital management and higher than usual proceeds from the disposal of
property, plant and equipment. The basis of deriving free cash flow is set
out below.
Free cash flow
2024
£m
2023
£m
Underlying operating profit 212.6 180.9
Depreciation, amortisation and impairment 108.8 112.2
Underlying EBITDA 321.4 293.1
Non-cash items (13.5) (4.0)
Decrease in working capital 27.7 2.7
Increase in provisions, retirement benefit and other non-current liabilities 30.9 12.1
Net capital expenditure (60.0) (73.6)
Additions to right-of-use assets (26.4) (33.9)
Free cash flow before interest and tax 280.1 196.4
Free cash flow before interest and tax to underlying operating profit 132% 109%
Net interest paid (21.9) (20.5)
Cash tax paid (65.6) (72.7)
Free cash flow 192.6 103.2
Dividends paid to shareholders (34.6) (27.7)
Purchase of own shares (20.1) (3.4)
Acquisitions (0.9) (0.2)
Business disposals (2.6) 1.3
Transactions with non-controlling interests – (6.4)
Non-underlying items (8.4) (12.4)
Cash flows from derivative instruments – 2.0
Right-of-use assets/lease liability modifications (8.8) (8.7)
Foreign exchange movements (6.8) 13.9
Movement in net debt 110.4 61.6
Opening statutory net debt (237. 3) (298.9)
Closing statutory net debt (126.9) (237.3)
Strategic report Governance Financial statements Additional information 79

Chief Financial Officer’s review continued
Working capital
Net working capital decreased by £27.7m (2023: decrease of £2.7m)
reflecting decreases in all three divisions, and the benefit of some timing
differences where cash has been received from customers ahead of
revenue recognition. The net movement comprises a £10.4m decrease
ininventories and a £71.7m increase in trade and other payables, offset by
an increase in trade and other receivables of £54.4m.
An increase in provisions, retirement benefit and other non-current
liabilities improved the working capital by £30.9m (2023: increase of
£12.1m). This reflects an increase in provisions, as the amounts provided
for contract and legal disputes exceeded the amounts settled in the year.
This excludes the cash outflow on non-underlying restructuring provisions
and other items included in non-underlying costs which are presented
within non-underlying items in the free cash flow calculation.
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 £60.0m (2023: £73.6m) was net of
proceeds from the sale of equipment of £29.0m (2023: £20.9m). 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 113% (2023: 115%).
Acquisitions, disposals and transactions with
non-controlling interests
Acquisition cash outflow of £0.9m reflects payment of contingent
consideration, mainly in respect of last year’s purchase of the remaining
35% share in our main Saudi Arabian subsidiary. The earnout arrangement
extends for a further three years.
The business disposal cash outflow of £2.6m relates 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.
Financing facilities and net debt
Strong cash generation, combined with the refinancing of the Group’s
£400m revolving credit facility and the year-end borrowing headroom of
£447.4m (2023: £425.2m) has significantly improved the resilience of the
Group’s balance sheet.
The Group’s total net debt of £126.9m (2023: £237.3m) comprises loans and
borrowings of £236.6m (2023: £297.1m), lease liabilities of £98.0m (2023:
£91.6m) net of cash and cash equivalents of £207.7m (2023: £151.4m).
The Group’s term debt and committed facilities principally comprises US
private placement notes repayable in August 2030 ($120m) and in August
2033 ($180m). The Group’s multi-currency syndicated revolving credit
facility was refinanced in the year, increasing the facility from £375m to
£400m, with no change in the related covenants. The revolving credit
facility is a five-year facility, with the option to extend for two further years,
with the agreement of the lenders. It was undrawn at the year end. At the
year end, the Group had undrawn committed and uncommitted borrowing
facilities totalling £447.4m (2023: £425.2m).
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 0.1x (2023: 0.6x), well
within the covenant limit of 3.0x and within 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 0.4x at 31 December 2024
(2023: 0.8x). Underlying EBITDA to net finance charges, excluding the
impact of IFRS 16, was 20.2x (2023: 12.3x), 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 21% (2023: 46%).
The average month-end net debt during 2024, excluding IFRS 16 lease
liabilities, was £96.5m (2023: £224.8m). 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 2024, the Group had no drawings under uncommitted
overdraft facilities (2023: £2.4m) and had drawn £201.8m of bank
guarantee facilities (2023: £199.7m).
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. Contributions will be reviewed following the next triennial actuarial
valuation to be prepared as at 5 April 2026. The 2024 year-end IAS 19
valuation of the UK scheme showed assets of £43.5m, liabilities of
£37.2m and a pre-tax surplus of £6.3m 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 £11.5m at 31 December 2024
(2023: £12.6m). 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 2024 (2023: £3.6m).
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.
Keller Group plc Annual Report and Accounts 202480

The following exchange rates applied during the current and prior year:
2024 2023
Closing Average Closing Average
USD 1.25 1.28 1.27 1.24
CAD 1.80 1.75 1.69 1.68
EUR 1.21 1.18 1.15 1.15
AUD 2.02 1.94 1.87 1.87
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
2024 all borrowings were fixed rate.
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 of £12.0m (2023: £21.3m)
hasdecreased on 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.
Other risks
Following the recent change of government in the US, the new government
has stated its intention to implement significant policy changes around
tariffs, taxation and climate action. The Group is closely monitoring any
changes and the potential impact on our business, not only in North
America, but also in other potentially impacted regions where we operate.
Should any policy changes be implemented, the Group will then take the
appropriate actions to mitigate any negative impact of these changes on
the business as far as possible.
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 2024 was 28.2% (2023: 22.8%).
David Burke
Chief Financial Officer
Approved by the Board of Directors and authorised for issue on
3 March 2025.
Strategic report Governance Financial statements Additional information 81

Business units
Operating entities – projects
Strategic objectives • Risk appetite
Tone from the top
ExCom
Risk assessment • Risk reporting
Management of risks • Risk controls
Divisions
Principal risks and uncertainties
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.
Keller Group plc Annual Report and Accounts 202482 Keller Group plc Annual Report and Accounts 202482

Important developments in 2024
The continued strengthening of our risk management
framework remained a key priority during 2024, as
understanding and managing both current and emerging
risks is central to effective decision-making in Keller, aligned
to our four strategic levers and in line with the Group’s risk
appetite. Risks that the Group remains exposed to from day-
to-day delivery of projects and the longer-term pursuit of its
strategic objectives continue to be assessed, managed and
monitored as depicted in the process above.
During the year we undertook several initiatives to support this,
which included:
• We performed a comprehensive review of our risk appetite and
realigned it to the key risk categories against which we identify,
assess, manage and report. The agreed changes were updated
in the new Governance, Risk and Compliance (GRC) tool and
communicated out to the business.
• 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 reviewed our assurance capability in the second line of
defence in 2024, working with senior management to develop
a robust assurance programme appropriate to Keller’s size and
complexity. This will be further refined and tested during 2025.
• Successfully delivered training for our new GRC tool across
the organisation during 2024, 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.
Key areas of focus for 2025
• We will continue to focus on deepening the understanding
and use of our risk management data consistently across the
Group using our new 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.
• 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.
• We will continue to focus on testing our assurance programme,
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).
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.
Keller’s strategic objectives
Risk reporting
Decision
Risk treatment
Residual risk reporting
Risk assessment
Monitoring
Strategic report Governance Financial statements Additional information 83

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
Principal risks and uncertainties continued
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 Internal Audit
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
Keller Group plc Annual Report and Accounts 202484 Keller Group plc Annual Report and Accounts 2024

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 thoroughly reviewed and refreshed in
2024 and then communicated out to the business 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 2024 and December 2024.
Keller’s operational and financial performance in an often uncertain
macroeconomic environment during 2024 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 2025:
• 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 86 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 2029. 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
2025 and 2026 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 2026. For this
reason, they continue to adopt the going concern basis of accounting in
preparing the financial statements.
Strategic report Governance Financial statements Additional information 85

1
3
2
4
Principal risks and uncertainties continued
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.
Risk movement since 2023
Increased risk
Reduced risk
Constant risk
Link to strategy
Balanced portfolio
Operational excellence
Engineered solutions
Timeframe and link to viability
Short term
Long term
Medium term
Expertise and scale Link to viability
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 Internal
Audit 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 strategy:
3 4
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 2023
New seven-year £400m RCF secured (initial
five years with two one-year extensions),
alongwith continued strong operational
performance throughout 2024,
demonstrateclear ability to manage
bothexisting and future risks.
The $75m US private placement, which
matured in December 2024, was paid down
from existing facilities.
Keller Group plc Annual Report and Accounts 202486

Market risk
2. A rapid downturn in our markets
Risk owner – Chief Financial Officer
Link to strategy:
1 2
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 2023
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
elections in many of Keller’s key markets.
Strategic risks
3. Losing our market share
Risk owner – Chief Financial Officer
Link to strategy:
1 2
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
• A clear business strategy with defined short, medium and long-term
objectives, which is monitored at local, divisional and Group level.
• Continued analysis of existing and target markets to ensure
opportunities that they offer are understood.
• An opportunities pipeline covering all sectors of the construction
market.
• A wide-ranging 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.
• North American businesses reorganisation delivering on cross-selling
opportunities.
• Minimising the risk of acquisitions, including getting to know a target
company in advance to understand the operational and cultural
differences and potential synergies, as well as undertaking these
through due diligence and structured and carefully managed
integration plans.
Movement since 2023
We continued to see strong improvement
across the US in 2024, where we continue to
provide a wider range of our products across
more locations following the successful
execution of the One Keller project. This focus
is also showing success in the other divisions as
they diversify their available product range to
maintain and grow our market share.
Strategic report Governance Financial statements Additional information 87

Strategic risks continued
4. Ethical misconduct and non-compliance with regulations
Risk owner – Company Secretary
Link to strategy:
3 4
Timeframe:
Link to viability:
One-off costs
Description and impact
Keller operates in many different jurisdictions and is subject to
variousrules, regulations and other legal requirements including those
relatedto anti-bribery and anti-corruption. Failure to comply with the
Code of Business Conduct or other regulations 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.
This could also apply to M&A activity in relation to past deeds of acquired
companies.
These failures could result in legal investigations, leading to fines and
penalties, reputational damage and business losses.
Causes
Failure to comply with the Code of Business
Conduct or related policies and procedures
could stem from:
• Failure to establish a robust corporate
culture.
• Failure to adopt a compliance risk
approach.
• Failure to embed the Group’s values and
behaviours across the entire organisation,
including any joint ventures.
• Failure to have a robust training and
monitoring programme in place.
• Inadequate due diligence in M&A process.
• Deliberate non-compliance.
Mitigation and internal controls
• A Code of Business Conduct that sets out minimum expectations forall colleagues in respect of
ethics, integrity and regulatory requirements, that is updated annually and is backed by a training
programme to ensure that it is fully embedded across the Group.
• Ethics and Compliance Officers in every business unit who support the ethics and compliance
culture and ensure best practice developed by the Group is communicated and embedded into
local business practices.
• Regular workshops 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.
Movement
since 2023
Principal risks and uncertainties continued
Keller Group plc Annual Report and Accounts 202488

5. Inability to maintain our technological product advantage
Risk owner – Chief Construction Officer
Link to strategy:
1 2
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 2023
6. Climate change
Risk owner – Chief Sustainability Officer
Link to strategy:
1 32 4
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 2023
We are starting to win project opportunities
related to climate impact. This is tempered by
the introduction of more legislation relating to
climate impact, eg proposed new restriction
for federal construction projects in the US and
CSRD in Europe.
We continue to focus on delivering against our
sustainability targets and meeting TCFD
reporting requirements.
Strategic report Governance Financial statements Additional information 89

Operational risks
7. Ineffective management of our projects
Risk owner – Chief Construction Officer
Link to strategy:
3 4
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).
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 2023
Project execution in 2024 continued to
maintain the improvement trend witnessed
throughout 2023, which along with the work
under way to create a new Project
Performance Management standard will put
inplace better controls to ensure continued
effective execution of projects across Keller.
This new standard will be effective in 2025
andwill be supported though a dedicated
application, currently being developed.
Principal risks and uncertainties continued
Keller Group plc Annual Report and Accounts 202490

8. Causing a serious injury or fatality to an employee or a member of the public
Risk owner – Chief HSEQ Officer
Link to strategy:
3
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 2023
9. Not having the right skills to deliver
Risk owner – Chief People Officer
Link to strategy:
32 4
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 2023
Inflationary pressure on pay is reducing across
many locations where Keller operates as inflation
rates fall back to more normal levels. 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. This focus remains on retaining
staff with the right skills to deliver.
Strategic report Governance Financial statements Additional information 91

Operational risks continued
10. Information Technology, cyber security and assurance
Risk owner – Chief Information Officer
Link to strategy:
3 4
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 2023
Principal risks and uncertainties continued
The Strategic report has been approved, authorised for issue and
signed by order of the Board by:
Kerry Porritt
Company Secretary
3 March 2025
Keller Group plc Annual Report and Accounts 202492

94 Chairman’s introduction
96 Governance at a glance
98 Board of Directors
100 Executive Committee
102 Governance framework
104 Board leadership
108 Section 172 statement
111 Division of responsibilities
112 Board composition, succession and evaluation
114 Nomination and Governance Committee report
118 Audit and Risk Committee report
126 Annual statement from the Chair of the Remuneration Committee
128 Remuneration in context
130 Remuneration at a glance
132 Annual remuneration report
142 Sustainability Committee report
145 Directors’ report
148 Statement of Directors’ responsibilities
Governance
93Strategic report Governance Financial statements Additional informationStrategic report Governance Financial statements Additional information

Chairman’s introduction
Welcome to our
Governance report
for the year ended
31December 2024.
What’s inside
Board leadership
Read more on page 104
Audit, risk and
internal control
Read more on page 123
Division of
responsibilities
Read more on page 111
Remuneration
Read more on page 126
Composition,
succession and
evaluation
Read more on page 112
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.
Keller Group plc Annual Report and Accounts 2024
94

Dear shareholder
On behalf of the Board, I would like to introduce our Governance report
for the year ended 31 December 2024. 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
Annette Kelleher was appointed as an independent Non-executive
Director and Chair designate of the Remuneration Committee on
1 December 2023. Following the retirement of Eva Lindqvist at the end
of the AGM in 2024, Annette was appointed Chair of our Remuneration
Committee. On1September 2024, Stephen King was appointed as an
independent Non-executive Director. Stephen is a member of the Audit
and Risk, Nomination and Governance, Remuneration, and Sustainability
Committees and brings a wealth of senior level experience within the
industrial, engineering and manufacturing sectors, including a number
ofexecutive and non-executive roles.
On 16 December 2024, Carl-Peter Forster joined the Board of Keller as a
Non-executive Director and Group Chairman designate. Carl-Peter will
succeed me as Group Chair, following a handover period, on 5 March 2025.
Carl-Peter was appointed to the Nomination and Governance Committee
on 16 December 2024 and will become Chair of that committee on 5
March 2025 when he assumes the role of Chair of the Board. Carl-Peter’s
experience across a range of international industrial companies, in a broad
range of executive and non-executive roles, will be invaluable to Keller and
the Group’s future strategic development.
Carl-Peter’s appointment follows a thorough search process undertaken by
the Nomination and Governance Committee of the Board, led by Baroness
Kate Rock, Keller’s Senior Independent Director, and you can readmore on
the search and process on page 117 of this report.
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 33%
female Board members at year end (2023: 50%), we will return to 37.5%
from 5 March 2025. 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 FCA’s Listing Rules, which we report
against on page 116, for most of the year. 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.
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
workforce engagement director has been in place since 2017 and,
supported by the Sustainability Committee, continues to be a successful
way of ensuring that the Board appropriately considers the interests of
employees in its deliberations and, in doing so, makes better decisions.
Last October, the Board attended a conference where it engaged with our
Executive Committee and senior leadership team, and had the opportunity
to gain increased insight into their progress against their strategic plans
and local opportunities and challenges.
During 2023, we commissioned an independent perception audit of a
number of investment managers. We first initiated a perception audit in
2021, the outcome of which was invaluable in affording the Board a deeper
level of understanding of the views of our shareholders and potential
investors whilst giving the executive management additional input as they
formulate the strategy for the years ahead. The outcome of the 2023 audit
has built upon the detailed action plan we put in place in 2021.
Board evaluation
It is extremely important that the Board, its committees and individual
Directors rigorously review their performance and embrace the opportunity
to develop, where necessary. In 2023, we carried out an internal review
of the effectiveness of the Board and its committees, facilitated by the
Company Secretary. Further details of the actions we have taken in 2024
with regard to the outcomes from the review can be found on page 113.
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. Whilst I will be retiring from the Board as at
5March2025, I would encourage you to attend, and in any case vote at,
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
Peter Hill CBE
Group Chairman
Approved by the Board of Directors and authorised for issue
on 3 March 2025
Compliance with the Code
In the year under review, the company was required to apply the principles and provisions of good governance set out in the UK Corporate
Governance Code issued in 2018 by the Financial Reporting Council (the full text of which can be found at frc.org.uk). The Board is pleased to
confirm that the Group applied the principles and complied with the provisions of the Code.
This report contains the narrative reporting variously required by the Code, the 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.
95Strategic report Governance Financial statements Additional information

Governance at a glance
British 5Non-executive Director 7
European 3Executive Director 2
American 1
Highlights in 2024
• Appointed Carl-Peter Forster
as Non-executive Director and
Chair designate.
• Appointed Stephen King as
Non-executive Director.
• Embedded best practice for
report writing, enabling the Board
and its committees to make more
effective decisions.
Priorities for 2025
• Transition from Peter Hill to
Carl-Peter Forster as Chair.
• Strategy review.
• Reinforcing a high performance
culture across the organisation.
Our Board
insights
Proportion of the Board
that is independent
67%
Board gender diversity
1
33%
Women
Gender diversity among
senior Board positions
1
Woman
Fully compliant
with the 2018 Code and
working on compliance with
the 2024 Code.
Board nationalityBoard composition
2
Read more on page 95
1 The FCA 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 May we were at 50%; from May to September we were at 43%; from September to 16 December we
were at 37.5%, and we ended 2024 at 33%. We will go back to 37.5% from 5 March 2025, which is close to the 40% target
without increasing the size of the Board.
2 Six NEDs are independent; the Group Chairman was independent on appointment as Chairman.
Keller Group plc Annual Report and Accounts 2024
96

Directors’ tenure
The Board comprises the Non-executive Chairman, the Senior Independent Director, five independent NEDs and two Executive Directors.
The Board appointed Stephen King and Carl-Peter Forster as independent NEDs during 2024. The Directors’ individual biographies are
detailed on pages 98 and 99.
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 98 and 99.
Peter
Hill
Carl-Peter
Forster
Michael
Speakman
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
Americas
Europe, Middle East (EME)
Asia-Pacific (APAC)
Industry and other skills and experience
Oil and gas
Technological innovation/cyber
Construction/engineering
Manufacturing
Institutional investors
Board diversity
At the end of 2024, Keller’s Board of Directors had more than a 33% female share (2023: 50%). We will go back to 37.5% from 5 March 2025, which is
close to the 40% FCA Listing Rule target without increasing the size of the Board.
Our commitment to diversity, equity and inclusion aligns with our values of integrity, collaboration and excellence and is underpinned by our
InclusionCommitments. See pages 36 to 42 for further information.
Peter Hill CBE
David Burke
Paula Bell
Annette Kelleher
Carl-Peter Forster
Michael Speakman
Baroness Kate Rock
Juan G. Hernández Abrams
Stephen King
Year 10Year 1 Year 3 Year 5 Year 7Year 2 Year 4 Year 6 Year 8 Year 9
97Strategic report Governance Financial statements Additional information

NOM SUS
Committee membership
Audit andRisk
ARC
Nomination and Governance
NOM
Remuneration
REM
Sustainability
SUS
Chair
Executive
EXC
ARC REMSUS
EXC
SUS
NOM REM SUSARC NOM
Peter Hill CBE
1
Non-executive Chairman and designated
Director for ESG and sustainability matters
Juan G. Hernández Abrams
5
Non-executive Director
Michael Speakman
2
Chief Executive Officer
Nationality: British Appointed: 2016
Skills and experience: A mining engineer by
background, Peter was Non-executive Chairman
ofPetra Diamonds Limited until November 2023;
Non-executive Chairman of Volution Group plc
untilJanuary 2020; Non-executive Chairman of
Imagination Technologies plc from February 2017
until its sale to Canyon Bridge Partners in September
2017; Non-executive Chairman of Alent plc from
2012 to the end of 2015; Chief Executive of the
electronics and technology group Laird PLC from
2002 to late 2011 and a Non-executive Director on
the Boards of Cookson Group plc, Meggitt plc and
Oxford Instruments plc. He has been a non-
executive Board member of UK Trade and
Investment, and a Non-executive Director on the
Board of the Royal Air Force, chaired by the UK
Secretary of State for Defence. His early career was
spent at Anglo American, Rio Tinto and BP; he was an
Executive Director on the Board of Costain Group
plc, and he has also held management positions with
BTR plc and Invensys plc. Peter holds a BSc in Mining
Engineering and an MBA from the London Business
School and is a Chartered Engineer.
External appointments: Non-executive Chair of
the Nuclear Decommissioning Authority, and
Non-executive Chairman of Synthomer plc.
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: British Appointed: 2018 (CEO in 2019)
Skills and experience: Michael joined Keller from
Cape plc, a leading international provider of
industrial services, where he was Chief Financial
Officer. He has over 41 years of experience across
a range of industries, holding senior operational,
divisional and corporate roles within TI Group plc
and Smiths Group plc between 1982 and 2004,
before his appointment as Chief Financial Officer
for the oilfield services company Expro
International Group plc.
Michael holds a BSc in Engineering and is a Fellow
of the Chartered Institute of Management
Accountants.
Ultimate responsibility
for the management
and long-term success of
Keller rests with the Board.
Board of Directors
1 Peter was the designated Director for ESG and sustainability
matters and a member of the Sustainability Committee
until31December 2024. Peter will step down from the Board
on 5 March 2025.
2 Michael was a member of the Sustainability Committee
until31December 2024.
3 Carl-Peter will succeed Peter Hill as Chair on 5 March 2025.
4 Spirent Communications plc (Spirent) announced in March
2024 that its Board had recommended an offer to its
shareholders from Keysight Technologies Inc, and Spirent’s
shareholders had since voted to approve the takeover.
Spirent and Keysight are currently seeking to obtain all
necessary regulatory clearances to allow the deal to
complete (expected by the end of April 2025). On
completion ofthat transaction, Paula intends to retire and
focus on hernon-executive career.
5 Juan became the designated Director for ESG and
sustainability matters on 1 January 2025.
Paula Bell FCMA CGMA
4
Non-executive Director
Nationality: British Appointed: 2018
Skills and experience: Paula has extensive FTSE
100 and 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. From
2013 to 2016 she was Chief Financial Officer of
John Menzies plc and between 2006 and 2013 was
the Chief Financial Officer of Ricardo plc. Prior to
that Paula held senior leadership roles 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: Chief Financial and
Operations Officer of Spirent Communications plc
and Non-executive Directorand Chair of the Audit
and Risk CommitteeofPersimmon plc.
Keller Group plc Annual Report and Accounts 202498

EXC ARC REM SUS
ARCNOM
NOM
SUSREM ARC REM SUSNOM
NOM
Annette Kelleher
Non-executive Director
Carl-Peter Forster
3
Non-executive Director
David Burke
Chief Financial Officer
Baroness Kate Rock
Senior Independent Director and designated
Non-executive Director with responsibility for
workforce engagement
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 from 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: Chief Human Resources
Director and a member of the Group Management
Committee of Johnson Matthey plc, and
independent Non-executive Director of the
Remuneration Consultants Group.
Nationality: British and German
Appointed: December 2024. Carl-Peter will succeed
Peter Hill CBE as Group Chairman on 5 March 2025.
Skills and experience: Carl-Peter has experience
across a range of international industrial companies,
in a broad range of executive and non-executive
roles. Until 30 November 2024 he was 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 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: 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, Gordon Murray Group
Limited and Envisics Ltd.
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 Chair of the Remuneration
Committee of Imagination Technologies plc until
November 2017. She was, until January 2023, a
Board member of the world’s first Centre for Data
Ethics and Innovation, and a Non-executive
Director of Unbound Group plc until July 2023. She
sat on the House of Lords Science and Technology
Select Committee until the end of January 2023
and from 2017 to 2018 was a member of the House
of Lords Select Committee on Artificial
Intelligence. Kate was a partner at College Hill for
12years from 1996 and Vice-Chairman of the
Conservative Party with responsibility for business
engagement until July 2016.
Kate holds a BA in Publishing and History.
External appointments: Non-executive Chair of
Costain Group Plc; Director and Trustee of The
Royal Countryside Fund and a Senior Adviser at
Newton Europe. She was appointed a Life Peer in
2015 and, from 2025, will chair the House of Lords
Autism Act 2009 Select Committee.
Kerry Porritt
Company Secretary
For full biography see page 100
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
and The Weir Group plc, and 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: Independent
Non-executive Director and Chairman of the
AuditCommittee at Chemring Group PLC.
99Strategic report Governance Financial statements Additional information

SLC DISBGFC SP
Committee membership
Bank Guarantees and Facilities
Disclosure
Safety Leadership
Share Plans
Sustainability Steering
Treasury
Chair
BGFC
DIS
SLC
SLC SLC
SLC BGFC
SP
SSC
T
T
SLC
DIS
DIS SP
SP
SSC
BGFC
Paul Leonard
President, North America
Peter Wyton
President, EME (Europe and Middle East)
Deepak Raj
President, APAC (Asia-Pacific)
Kerry Porritt
Chief Sustainability Officer and Company Secretary
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.
Michael Speakman
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).
Deepak is a member of the Sustainability
Committee of the British Chamber of
Commerce(Singapore).
Nationality: British Member since: 2013
Skills and experience: Kerry joined the company
in2013 as Company Secretary and was appointed
Group Company Secretary and Legal Advisor in
2018. In 2024, Kerry was promoted to her current
role, where she oversees sustainability, corporate
governance and ethics and compliance.
Kerry is a Fellow of the Chartered Governance
Institute and holds an Honours degree in Law.
Shehas over 30 years’ experience of company
secretarial roles within large, complex FTSE listed
companies across a broad range of sectors.
Kerry is a member of the European Corporate
Governance Council and the Chartered
Governance Institute’s Company
Secretaries’Forum.
Executive Committee
For full biography see page 98
For full biography see page 99
Keller Group plc Annual Report and Accounts 2024100

SLC
SLC
SSC
SSC SSC
John Raine
Chief HSEQ Officer
Brent Byford
Chief Construction Officer
Katrina Roche
Chief Information Officer
Marisa Schleter
Chief Communications Officer
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 is a
founding member of KWIC – Keller Women in
Construction – and a current member of the
NorthAmerica DEI Advisory Committee.
Marisa holds a BS in Mathematics from Fordham
University.
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.
Craig has an MA in Social Sciences.
101Strategic report Governance Financial statements Additional information

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.
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
page 106 and 107.
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 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, Company
Secretary 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, Chief Sustainability Officer
(CSO) and any other direct reports as
required by the CEO. Minimum of six.
Think Safe
Chair: CEO
Quorum: Four (including CEO
or Chief HSEQ Officer)
Audit andRisk Committee
Remuneration Committee
Executive Committee Safety Leadership Committee
Main Management Committees
Accountability
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: Chairman and Non-executive Directors (NEDs)
Quorum: Two
Nomination and Governance Committee
Keller Group plc Annual Report and Accounts 2024
102

Sustainability Steering Committee
Remit: Mostly climate-related and
environmental matters, but also
people, community, governance and
reputationalmatters.
For policies and statements see
Sustainability Committee
Membership: A minimum of six
representatives of each division and
theGroup’s relevant functions.
Chair: CSO
Quorum: Four (including CSO)
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 (Company Secretariat, IT,
HR).
Chair: Rotational
Quorum: n/a
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.
Accountability
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.
Health, Safety and Wellbeing Policy
Human Resources Policy
Quality and Continuous
ImprovementPolicy
Sustainability Policy
Whistleblowing Policy
Supply Chain Code of Business Conduct
Human Rights Policy
Charitable Giving Policy
Biodiversity Policy
Membership: Independent NEDs
(from 1 January 2025)
Quorum: Two
The Group Chairman and CEO were
membersof the Sustainability Committee
until31December 2024.
Sustainability Committee
103Strategic report Governance Financial statements Additional information

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
1
Juan G.
Hernández
Abrams
Peter Hill
CBE
2
Annette
Kelleher
Stephen
King
3
Eva
Lindqvist
4
Baroness
Kate Rock
Michael
Speakman
Board
6/6 6/6 – 6/6 6/6 6/6 2/2 3/3 6/6 6/6
Audit and Risk Committee
4/4 – – 4/4 – 4/4 2/2 1/1 4/4 –
Remuneration Committee
4/4 – – 4/4 – 4/4 2/2 2/2 4/4 –
Nomination and
Governance Committee
3/3 – – 3/3 3/3 3/3 1/1 1/1 3/3 –
Sustainability Committee
3/3 – – 3/3 2/3 3/3 1/1 1/1 3/3 3/3
1 Carl Peter-Forster was appointed to the Board on 16 December 2024.
2 Peter Hill was unable to attend the Sustainability Committee meeting held in July 2024 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 Company Secretary in advance.
3 Stephen King was appointed to the Board on 1 September 2024.
4 Eva Lindqvist stepped down from the Board at the end of the AGM in May 2024.
Effectiveness
Directors and Directors’ independence
The Board currently comprises the Chairman, six 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 98 and 99.
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 Chairman
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, Stephen King and Carl-Peter Forster are all considered
to be independent NEDs. Their other professional commitments are as
detailed on pages 98 and 99. Peter Hill CBE was independent at the time
of his appointment as Group Chairman on 26July 2016. Peter’s other
professional commitments are as detailed on page 98.
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’), a Director must avoid a
situation where they have, or could have, a direct or indirect interest that
conflicts, or possibly may conflict, with Keller’s interests. The 2006 Act
allows Directors of public companies to authorise conflicts and potential
conflicts, where appropriate, where the Articles of Association (the
‘Articles’) contain a provision to this effect. The Articles give the Directors
authority to approve such situations and to include other provisions to
allow conflicts of interest to be dealt with. To address this issue, at the
commencement of each Board meeting the Board considers its register
of interests and gives, when appropriate, any necessary approvals.
There are safeguards which will apply when Directors decide whether
to authorise a conflict or potential conflict. Firstly, only Directors who
have no interest in the matter being considered will be able to take the
relevant decision and, secondly, in taking the decision, the Directors
must act in a way that they consider, in good faith, will be most likely to
promote Keller’s success. The Directors are able to impose limits or
conditions when giving authorisation if they think this is appropriate.
These procedures on conflicts have been followed throughout the year
and theBoard considers the approach to operate effectively.
Keller Group plc Annual Report and Accounts 2024104

Helping vulnerable children
across the globe
Over the past few years, Keller has supported UNICEF with general funding
for a range of projects. This began by supporting UNICEF’s COVID-19
vaccine drive in 2021 and has grown into a fruitful three-year partnership.
During that time, we’ve helped UNICEF operate in some of the world’s
most challenging environments. This year, as part of our Global
Sustainability Week, we invited the charity to talk to colleagues about the
devastating impacts of climate change on children, particularly those in
India and Malawi, and how UNICEF projects support those communities.
Inspired by these initiatives, members of the Group head office set
about raising over £2,000 for UNICEF (match funded by Keller) by taking
part in Construction Rocks. Group Process Transformation Director
Barry Perrin and VP of ERP Transformation and Service Delivery Harsha
Lakshminarayanan and their band Zero Charm entered the annual
industry battle-of-the-bands fundraiser in London, which has raised
almost £250,000 for good causes since its inception in 2007.
This year Keller grew its partnership with UNICEF, helping them
support vulnerable children and their families aroundthe world.
Keller’s partnership with UNICEF aligns
with our focus on the UN Sustainable
Development Goals, particularly in the
areas of good health, quality education
and gender equality. We are proud of our
colleagues’ dedication and the tangible
difference we are making together.
Kerry Porritt
Chief Sustainability Officer
CASE STUDY
© UNICEF/UNI673391/Ramasomanana
October 18, 2024 : Soamanitra Primary Public School, Commune of Tranovaho, Beloha District, Androy Region, Madagascar : a teacher showing her schoolkids the correct method for washing their
hands. The school is one of the beneficiaries of Zonta International funding. UNICEF’s WASH program to reducing vulnerability and strengthening the resilience of local communities, with a particular
focus on young girls and adolescents to promote their empowerment. In this regard, and in line with the objectives of the Ministry of Water, Sanitation, and Hygiene, UNICEF views menstrual hygiene
and health management as a human right and as one of the key entry points for having both direct and indirect influence on self-esteem, mental health, physical health, and socio-economic well-being,
ensuring the overall well-being of individuals. This 24-month funding from Zonta International supports the implementation of an environmentally sensitive WASH program in schools. To achieve this
goal, UNICEF plans to train 750 school teachers in environmental conservation, including the WASH component. Additionally, to actively engage children and adolescents in environmental and climate
change initiatives from a young age, five pilot schools in the same districts will be targeted with climate-related activities such as tree planting, the introduction of school gardens, the creation of
greenhouse nurseries, sustainable waste management, and the construction of improved, resilient sanitation and hygiene infrastructure, such as basic latrines equipped with handwashing stations.
Special attention will be given to the specific needs of young girls and adolescents to adequately manage hygiene during menstruation through the sexual and reproductive health and rights program.
Strategic report Governance Financial statements Additional informationStrategic report Governance Financial statements Additional information 105

1 23 3 34 4
Board leadership continued
Board activities and principal decisions
Strategy and
performance
Topics
• Project performance reviews.
• Reviewed and considered the
monthly performance of the divisions
and business units.
• M&A opportunities.
• Entity rationalisation.
Topics
• Board composition.
• Executive Committee composition.
• Performance management.
• Wellbeing.
Topics
• Contracts performance review and
revenue over the year.
• ESG and sustainability objectives.
• Project Performance Management
standard.
Outcomes
• Project Performance Management
standard under development.
• ERP implementation progressed.
• Finance transformation completed in
EME and APAC and started in NA.
• Several entities were dissolved or
sold to consolidate Keller’s business
structure and areas of operation.
Outcomes
• Appointed Carl-Peter Forster as
NED and Chair designate.
• Appointed Stephen King as NED.
• Promoted Marisa Schleter to the
ExCom as ChiefCommunications
Officer.
• Promoted Brent Byford to the ExCom
as ChiefConstruction Officer.
• Promoted Kerry Porritt to
ChiefSustainability Officer.
Outcomes
• Outstanding performance, building
on the positive momentum resulting
from disciplined execution of our
strategy.
• Progress on carbon reduction.
• Promoted Kerry Porritt to
ChiefSustainability Officer to
driveour sustainability agenda.
• Started preparatory work to
complywith CSRD.
Link to strategy Link to strategy Link to strategy
Read more from page 70 onwards Read more from page 32 onwards Read more from page 70 onwards
People
and culture
Operational
performance
January February March April May June July August September October November December
Board and committee
meetings
BRD NOM
REM
BRD NOM ARC
REM SUS
EXC
Executive Committee
divisional visit to
North America
—
BRD NOM
—
BRD ARC
SUS EXC
Executive Committee
divisional visit to EME
—
BRD ARC BRD
Board strategy
visit to Australia
BRD REM BRD NOM ARC
REM SUS
Key announcements
and activities
Trading update Annette Kelleher to
succeed Eva Lindqvist
as Chair of the
Remuneration
Committee
Preliminary results
Retirement of Eva
Lindqvist from the Board
CEO and CFO
investor roadshow
2023 Annual Report and
Accounts published
Annual General Meeting
AGM trading update
Chairman and Senior
Independent Director
investor roadshow
—
Interim results
CEO and CFO
investor roadshow
Business Unit
Leadership Conference
Appointment of
Stephen King as NED
CEO and CFO
investor roadshow
—
Trading update Appointment of
Carl-Peter Forster as
NED and Chair designate
Changes to the
Sustainability Committee
and Juan Hernández
Abrams appointed
Director responsible for
ESG and sustainability
Audit andRisk
ARC
Nomination and Governance
NOM
Remuneration
REM
Sustainability
SUS
Executive
EXC
Board
BRD
Keller Group plc Annual Report and Accounts 2024
106

1 1 23 34 4 4
1 2 3 4
January February March April May June July August September October November December
Board and committee
meetings
BRD NOM
REM
BRD
NOM ARC
REM
SUS
EXC
Executive Committee
divisional visit to
North America
—
BRD NOM
—
BRD ARC
SUS EXC
Executive Committee
divisional visit to EME
—
BRD ARC BRD
Board strategy
visit to Australia
BRD REM BRD NOM ARC
REM SUS
Key announcements
and activities
Trading update Annette Kelleher to
succeed Eva Lindqvist
as Chair of the
Remuneration
Committee
Preliminary results
Retirement of Eva
Lindqvist from the Board
CEO and CFO
investor roadshow
2023 Annual Report and
Accounts published
Annual General Meeting
AGM trading update
Chairman and Senior
Independent Director
investor roadshow
—
Interim results
CEO and CFO
investor roadshow
Business Unit
Leadership Conference
Appointment of
Stephen King as NED
CEO and CFO
investor roadshow
—
Trading update Appointment of
Carl-Peter Forster as
NED and Chair designate
Changes to the
Sustainability Committee
and Juan Hernández
Abrams appointed
Director responsible for
ESG and sustainability
Financial
management
Risk and
control
Governance
Topics
• Evaluated and approved the 2025
business plan and budget, and the
approach and process for the viability
and going concern statements.
• 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 risk management
framework with particular regard
to going concern and impact on the
viabilitystatement.
Topics
• Group policies.
• Legal and regulatory changes.
• Provision of information to the
Boardand its committees.
Outcomes
• Established shared service centres in
EME and APAC as part of the finance
transformation programme.
• Considered and agreed the
recommendation to pay interim
andfinal dividends for 2024.
Outcomes
• Audit and assurance strategy with
focus on second line of defence.
• Progress with programme of
compliance with the 2024 Code.
Outcomes
• Started preparatory work to comply
with CSRD.
• Tailored induction programmes for
Stephen King and Carl-Peter Forster.
• Successful completion of the
AI-powered Board reporting
programme.
Link to strategy Link to strategy Link to strategy
Read more from page 76 onwards Read more from page 82 onwards Read more from page 46 onwards
Strategic priorities
Balanced portfolio Operational excellenceEngineered solutions Expertise and scale
Market update
Roadshow/meeting
Change in leadership
107Strategic report Governance Financial statements Additional information

Principle Location of additional information
Section 172 statement
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:
• likely consequences of any decisions in thelong term;
• interests of the company’s employees;
• need to foster the company’s business relationships with suppliers,
customers andothers;
• impact of the company’s operations on thecommunity and
environment;
• company’s reputation for high standards ofbusiness conduct; and
• need to act fairly as between members of the company.
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.
Likely consequences ofany
decisions in the long term
• The Keller model (pages 2 to 9)
• Chairman’s statement (pages 10 to 12)
• CEO’s review (pages 14 to 16)
• Our strategy (pages 20 and 21)
• Principal risks and uncertainties (pages 82 to 92)
• Board activities and principal decisions (pages 106 and 107)
• Viability assessment and going concern (page 85)
Interests of employees
• People (page 32 to 44)
• Sustainability Committee report (pages 142 to 144)
• Nomination and Governance Committee report (pages 114 to 116)
• Annual statement from the Chair of the Remuneration Committee (pages 126 and 127)
Need to foster business
relationships with suppliers,
customers andothers
• The Keller model (pages 2 to 9)
• Our strategy (pages 20 and 21)
• Principles (pages 45 to 47)
• Section 172 statement (pages 108 to 110)
Impact of operations on the
community and the
environment
• ESG and sustainability (pages 22 to 47)
• Principles (pages 45 to 47)
• Task Force on Climate-related Financial Disclosures (pages 48 to 65)
• Corporate Sustainability Reporting Directive (page 66)
Reputation for high standards
of business conduct
• Principal risks and uncertainties (pages 82 to 92)
• Division of responsibilities (page 111)
• Audit and Risk Committee report (pages 118 to 125)
• Directors’ report (pages 145 to 147)
Need to act fairly between
members
• Chairman’s statement (pages 10 to 12)
• Chairman’s introduction to Governance section (pages 94 and 95)
• Section 172 statement (pages 108 to 110)
• Directors’ report (pages 145 to 147)
The Directors of Keller – and those of all UK companies – must act in
accordance with a set of general duties. These duties are detailed in the
2006 Act and include a duty to promote the success of the company.
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.
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 102 and 103.
Details about the principal decisions the Board made during the year can
be found on page 106 and 107.
Keller Group plc Annual Report and Accounts 2024
108

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.
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 discuss a number of matters, including
progress against the Group’s strategy.
• The CEO and the CFO have calls with major shareholders following
the interim results announcements.
• The CEO and the CFO have calls with major shareholders following
the Group’s trading update announcements.
• Following these announcements, analysts’ notes are circulated to
theBoard.
• The Chairman 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, ask questions and meet
Directors prior to, and after, the formal proceedings. 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 2024 AGM can be found on our website.
• For the third year running, we carried out an investor perception
audit to obtain a deeper level of understanding of the views of
shareholders and potential investors.
How do we consider the interests of our employees?
• During 2024, the Board continued its approach to engagement with
the workforce led by Baroness Kate Rock, Keller’s designated Non-
executive Director for employee engagement matters.
• We communicate regularly with our employees through face-to-
face meetings, webcasts, our company intranet and newsletters,
and site and office visits.
• Site visits, like the one they conducted in October in Australia,
allow NEDs to feel the operational environment and enhance their
understanding of employees’ experience of their working environment.
• Business unit leaders met in September 2024 at a company
conference. The Board met with business unit leaders throughout
the conference to celebrate the successes and understand the
challenges faced by them.
Outcome
• Keller is a stable business with a long-term track record.
• Continued growth opportunities.
• Consistent and sustainable dividend.
• Transparency and clear communication.
• Plan of action in place to address investor perception audit results.
Outcome
• Local and global development opportunities.
• Established training and development programme.
• Long-term employment.
• Inclusive, diverse and supportive environment.
Shareholders
Employees
Our customers are central to our business – without them we would not exist. We want to continuously improve on
efficiently delivering a consistently high performance across all our strategic levers so as to meet our customers’ needs.
How do we foster relationships with our customers?
• The CEO and the Divisional Presidents are in regular contact with our
customers, and they regularly brief the Board on our performance
in delivering on our 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.
Outcome
• Benefit from Keller’s global strength and local focus.
• Provision of cost-effective geotechnical solutions.
Customers
109Strategic report Governance Financial statements Additional information

Section 172 statement continued
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.
What we do is an integral part of the community and the community is ultimately ourcustomer.
Poor relationships can damage and even destroy our reputation. Goodrelationships win us goodwill.
How do we foster relationships with our suppliers?
• Our procurement function continued to work hard to understand
our supply chain and how to develop deeper and more strategic
relationships with key suppliers.
• Our Supply Chain Code of Business Conduct sets out our
expectations that our supply chain must respect the human rights of
their employees and contractors and treat them fairly, inaccordance
with all applicable laws.
• Consistent communications with our suppliers during the year have
assisted us in managing our resources and materials efficiently on site.
• Our Human Rights Policy ensures that human rights infringements
are not taking place in our business or any part of its supply chain.
• 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 managed by senior management.
• As a geotechnical engineering specialist, we understand that
environmental and climate risks could impact us directly. We are
committed to protecting the environment, and aim to have a positive
impact on it – so we safeguard the future.
• The Keller Foundation (Fundacja KELLER) continued to raise funds in
response to the conflict in Ukraine.
• Charitable initiatives during 2024 included our continued partnership
with UNICEF.
Outcome
• A reliable local relationship with a financially strong global company.
• Support in meeting global supply chain standards.
Outcome
• Local employment.
• Charitable partnerships.
• Participation by our employees in community events.
• Global sustainable commitments.
Suppliers
Communities
C A S E S T U D Y
Building skills in underserved communities
Keller is two years into a five-year commitment to support Revolution
Workshop, a non-profit enterprise that helps underserved communities
in Chicago through training and jobs in construction.
Revolution Workshop recruits and trains adults from areas where
resources for educational and career development are scarce. Over a
12-week pre-apprentice programme, trainees learn practical trade skills
and certifications to be successful in the workplace. They also learn
financial literacy and how to manage health insurance. After completing
the course, graduates begin working for general contractors.
Keller Data Acquisition Specialist Alvaro Rojas has worked with the
organisation since 2020, supporting participants with mock interviews
and teaching them surveying. “I’m very passionate about it,” he says. “The
individuals are dedicated to bettering themselves and learning skillsfor life
– it’s inspiring, particularly since the programme is unpaid andfull-time.
“Most alumni become successful in their careers; they join unions and
navigate the construction industry and working world by applying the
skills they learn.”
Keller intends to increase its involvement with Revolution Workshop
not only through the sponsorship, but also hopes to hold a position
on its board and ultimately to hire graduates. Not only will this support
diversity in Keller’s talent pipeline, but it will also help to build the next
generation of construction workers in Chicago.
The individuals training at Revolution
Workshopare dedicated to bettering
themselves and learning the skills for life –
it’sinspiring.
Alvaro Rojas
Data Acquisition Specialist
Keller Group plc Annual Report and Accounts 2024110

Division of responsibilities
The Keller Charter of Expectations and Role Profiles sets the role profiles for all of the key positions on the
KellerGroupplc Board, and states the expectations that are demanded of each of the Directors and the Secretary.
Thecharter is available on our website so that there is complete transparency of the standards we set ourselves
forallourstakeholders. The performance of the Board and 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
and 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.
• Attends 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.
• Until 31 December 2024, being the designated Director for ESG and sustainability matters,
inparticular climate-related issues.
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 and 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
111Strategic report Governance Financial statements Additional information

Male 66%
Male 50%
Female 33%
Female 50%
<1 year 22%
4–6 years 45%
1–3 years 22%
7–9 years 11%
10+ years 0%
Americas 7British 5 APAC 7American 1
EME 9European 3
Oil and gas 3
Construction/
engineering
8
Technological
innovation/cyber
5
Manufacturing 6
Institutional
investors 9
1 The FCA 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 May we were at 50%; from May to September
we were at 43%; from September to 16 December we were at 37.5%, and we ended 2024 at 33%. We will go back to 37.5% from 5 March 2025, which is close to the 40% target without increasing the
size of the Board.
Board composition, succession and evaluation
Board composition
The Board comprises the Non-executive Chairman, the Senior
Independent Director, five independent NEDs and two Executive Directors.
The Board appointed Stephen King and Carl-Peter Forster as independent
NEDs on 1 September 2024 and 16 December 2024 respectively as part
of the Board’s succession planning. The Board’s individual biographies are
detailed on pages 98 and 99.
Board diversity
Our Board Diversity Policy has been in place since January 2021.
As at 31 December 2024, Keller’s Board of Directors had more than a 33%
female share (2023: 50%). We will go back to 37.5% from 5 March 2025,
which is close to the 40% target without increasing the size of the Board.
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.
Our commitment to diversity, equity and inclusion aligns with our values
of integrity, collaboration and excellence and is underpinned by our
Inclusion Commitments.
Sex representation – 2024
1
Sex representation – 2023
1
Nationality
Length of tenure Number of Board members
with relevant experience
Number of Board members with
relevant international experience
The Board is committed to promoting equality, diversity 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.
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.
The annual evaluation of the Board effectiveness considers the
composition and diversity of the Board.
Keller Group plc Annual Report and Accounts 2024112

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 40.
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 2024
The annual Board evaluation provides the Board and its committees with
the opportunity to consider and reflect on the quality and effectiveness of
its decision-making, the range and level of discussion and for each member
to consider their own contribution and performance.
The 2018 Code requires that there should be a formal and rigorous annual
evaluation of the performance of the Board, its committees, the Chair and
individual Directors. In addition, the Chair should consider having a regular
externally facilitated Board evaluation, and in FTSE 350 companies this
should happen at least every three years.
An internal evaluation, facilitated by the Company Secretary, was last
carried out at the end of 2023, with the outcomes reviewed by the
Board in early 2024. Actions taken following the evaluation included:
the commencement of a search for the Chairman’s successor, the
appointment of an additional Non-executive Director to the Board, and
aset of 2024 objectives for the CEO, including the Strategy refresh.
For good order, the usual self-assessment of the Board committees
against their terms of reference was undertaken at the December
meetings. The Chair has confirmed that, having considered the
performance of the individual Directors during the year, he believes that
each Director brings considerable knowledge and wide-ranging skills and
experience to the Board as a whole and continues to make an effective
and valuable contribution to the deliberations of the Board. Each Director
has continued to perform effectively and demonstrate commitment to
their role. Further, the Chairman considers that each of the Non-executive
Directors is independent in accordance with the Code.
An externally facilitated evaluation was conducted in 2021 and in 2022,
and the next externally facilitated evaluation will be conducted in 2025,
in accordance with the 2018 Code provision that the company should
undertake an externally facilitated Board effectiveness evaluation at least
once every three years, and to facilitate the transition from Peter Hill to
Carl-Peter Forster as Group Chair.
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 legal and other
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. During 2024 the Board received
externally facilitated training on geopolitical risks, and attended the
Business Unit Leadership Conference in September.
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 Chairman 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 which includes
carbon emissions reduction performance and progress on sustainability
initiatives. 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 section headed Principal
risks and uncertainties on pages 82 to 92. The key elements of the Group’s
system of internal controls are explained in the Audit and Risk Committee
report on page 124. The management of financial risks is described in the
Chief Financial Officer’s review on page 81.
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 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 each jurisdiction of operation,
which were subsequently reported to the Board for consideration.
No instances of non-compliance were identified throughout the year.
For more information on policy commitments in compliance with laws and
regulations, please see our Non-financial and sustainability information
statement on pages 68 and 69.
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 Corporate governance
section by reference.
113Strategic report Governance Financial statements Additional information

Nomination and Governance Committee report
Dear shareholder
Welcome to the report of the
Nomination and Governance Committee
for the year ended 31 December 2024.
Peter Hill CBE
Chairman of the Nomination and Governance Committee
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 January, May
and December. The attendance at those meetings is shown on pages 104
and 114.
Chairman succession
In 2024, in recognition of the tenure of the Chairman, an analysis led by
Senior Independent Director (SID) Baroness Kate Rock into the succession
of the Chairman was undertaken, with a view to seeking an individual with
appropriate skills, knowledge and experience to succeed him in 2025. To
ensure independence and expertise during the rigorous process, external
consultants were engaged in finding the correct calibre of talent for the
Group, who met with the committee throughout the year. The committee,
chaired by the SID, assessed candidates not only on traditional metrics
such as competencies and experience, but also their personality traits and
drivers in combination with the skills and experiences currently present on
the Board. The succession planning was split into four phases across 15
weeks, resulting in the appointment of Carl-Peter Forster as Non-executive
Director and Group Chair designate on 16 December 2024. Further details
on the Chairman’s succession process can be found on page 117.
Board evaluation
It is extremely important that the Board, its committees and individual
Directors rigorously review their performance and embrace the opportunity
to develop, where necessary. In 2024, we actively progressed the areas
of focus identified in 2023. We also conducted internal reviews of the
effectiveness of the Board committees, facilitated by the Company
Secretary and overseen by the committee Chairs.
During 2025, Carl-Peter Forster will conduct an externally facilitated review
of the Board, its committees and the Directors, and will report back to you
in the next Annual Report and Accounts.
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 2024
• Appointed Stephen King as Non-executive Director.
• Led the Chairman succession process, chaired by the
SIDfor this purpose.
• Appointed Carl-Peter Forster as Non-executive
Directorand Chair designate.
• Evaluated the Board and its committees and the
Chairmanand Directors.
• Developed and monitored succession plans for the
Boardand senior management.
• 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 2024
Meeting
attendance
Peter Hill CBE (Chair) 3/3
Paula Bell 3/3
Carl-Peter Forster
1
n/a
Juan G. Hernández Abrams 3/3
Annette Kelleher 3/3
Stephen King
2
1/1
Eva Lindqvist
3
1/1
Baroness Kate Rock 3/3
1 Joined the Board and the committee in December 2024.
2 Joined the Board and the committee in September 2024.
3 Stepped down from the Board and the committee at the end
of the AGM in May 2024.
NOM
Keller Group plc Annual Report and Accounts 2024
114 Keller Group plc Annual Report and Accounts 2024114

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.
During the year, the committee reviewed and assessed the composition
of the Board and agreed to appoint an additional Non-executive Director
to the Board. Supported by external consultants (Lygon Group), the
committee progressed a search commencing in May 2024 and appointed
Stephen King in September 2024. Lygon Group had no other connection to
the company or any Director.
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, and this 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.
Appointments during the year
In September 2024, we were delighted to welcome Stephen King as a Non-
executive Director. Stephen has a wealth of senior level experience within
the industrial, engineering and manufacturing sectors, including a number
of executive and non-executive roles. The breadth of experience Stephen
brings from the engineering and manufacturing sectors, together with his
finance knowledge, will bring valued insight and experience to our Board.
In December 2024, we also welcomed Carl-Peter Forster as Non-
executive Director and Chair designate. His experience across a range
ofinternational industrial companies, in a broad range of executive and
non-executive roles, will be invaluable to Keller and the Group’s future
strategic development.
Board diversity
Our commitment to equality, diversity and inclusion aligns with our values
of integrity, collaboration and excellence 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 116.
For further information on diversity at Board level, as well as more generally
at Keller, please see the ESG and sustainability section of this 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 Chairman, or, in the case of the Group
Chairman himself, with the SID and the CEO. Board agreement is required
to ensure that any conflicts of interest are identified and that the individual
will continue to have sufficient time available to devote to the company.
115Strategic report Governance Financial statements Additional information

Nomination and Governance Committee report continued
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 Chairman 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.
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
:
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 6 66 3 8 72
Women 3 33 1 3 28
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) 8 89 4 9 82
Mixed/Multiple ethnic groups 1 9
Asian/Asian British 1 9
Black/African/Caribbean/Black British
Other ethnic group 1 11
Not specified/prefer not to say
Our 2024 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, excluding Peter Hill, will seek re-election at the AGM in May 2025.
Stephen King and Carl-Peter Forster will seek election by shareholders as
they joined the Board during 2024.
Peter Hill CBE
Chairman of the Nomination and Governance Committee
Approved by the Board of Directors and authorised for issue on
3 March 2025.
With regards to 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 2024. We define executive management as Executive Committee. See membership on pages 100 and 101.
1 The FCA 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 May 2024 we were at 50%; from May to September 2024
we were at 43%; from September to December 2024 we were at 37.5%, and we ended the year at 33%. We will go back to 37.5% from 5 March 2025, which is close to the 40% target without
increasing the size of the Board.
Keller Group plc Annual Report and Accounts 2024116

Chair succession and NED recruitment
In July 2024, it was announced that Peter Hill
CBE had given notice of his intention to retire
as Chairman and step down as a Director of
the company during the first half of 2025,
afterapproximately nine years on the Board.
The Nomination and Governance Committee (the ‘committee’), led by
the Senior Independent Director Baroness Kate Rock, initiated a formal
search process, supported by the external search firm Russell Reynolds
Associates (RRA). RRA confirmed that they had no other connection
to the company or any Director. A role profile was developed to ensure
that the appointment was based on merit and objective criteria to
identify the best candidate for the role.
RRA conducted an internal and external market scanning exercise and
produced a long list of potential candidates against the role profile.
Following consideration of the long list of potential candidates against
the role profile, the committee produced a shortlist of preferred
candidates to proceed to interview. The committee agreed an interview
approach, whereby each candidate met with all Executive and Non-
executive Directors and the Company Secretary. Following each
interview, feedback was provided to and discussed by the committee at
its meetings during the process. A final meeting was held in November
2024 to discuss its views and agree a recommendation to the Board.
Following approval by the Board, it was announced in November 2024
that Carl-Peter Forster would be appointed as a Non-executive Director
and Group Chairman designate with effect from 16 December 2024.
The committee and the Board recognised Carl-Peter’s experience
across a range of international industrial companies, in a broad range
ofexecutive and non-executive roles.
More information about Carl-Peter, his experience and previous roles
can be found on page 99.
A handover period is currently under way; Carl-Peter will succeed Peter
Hill CBE as Group Chairman on 5March2025. As well as his role as Non-
executive Director and Group Chairman designate, Carl-Peter was appointed
to the committee on 16December2024 and will become Chair of the
committee on 5March2025 when he assumes the role of Chair of the Board.
Non-executive Director recruitment and
induction process
During 2024, Keller continued its long-term planning agenda, which
evolved to reflect the Group’s strategy and influenced the Board’s
composition of skills and experience.
Eva Lindqvist retired from the Board at the AGM in May 2024, having
served seven years as an independent Non-executive Director and
five years as Chair of the Remuneration Committee. Annette Kelleher
joined the Board as a Non-executive Director in December 2023 and
became Chair of the Remuneration Committee in May 2024. Annette
also joinedthe Audit and Risk, Nomination and Governance, and
Sustainability Committees.
In July 2024, it was announced that Stephen King would join the Board
as an independent Non-executive Director on 1 September 2024. Upon
joining, Stephen became a member of the Audit and Risk, Nomination
and Governance, Remuneration, and Sustainability Committees.
Following their appointments, Annette and Stephen undertook an
in-depth induction process which included reviewing a comprehensive
pack of documents setting out key information about the company
and the Board, broker reports on the company, and information on
Directors’ duties. Following their appointments, Annette and Stephen
met with a number of key internal individuals, including the Chairman,
Executive Directors, Non-executive Directors, members of the
Executive Committee and other senior management. In addition,
meetings with the company’s solicitors, brokers, external auditors
andadvisers were arranged.
More information about Annette and Stephen, their experience and
previous roles can be found on page 99.
Following a thorough selection process to identify and select a new Chair, we are
delighted to welcome Carl-Peter to the Board at an exciting point in Keller’s development.
Baroness Kate Rock
117Strategic report Governance Financial statements Additional information

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 2024.
Paula Bell FCMA CGMA
Chair of the Audit and Risk Committee
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 2024
Annual Report and Accounts. This has included ensuring the 2024
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
2024 and to the date of this report.
It is important that the committee’s work and focus areas constantly adapt
as the company continues to grow its market reach in global markets, whilst
also identifying change initiatives in the organisation that require enhanced
assurance to manage risk.
During 2024, 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.
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 2024
• Reviewed and approved the evolution of the Group’s
‘three lines of defence’ model, with significant investment
in the second line function.
• Reviewed and supported the expanded use of the Group’s
GRC platform, to encompass risk management, internal
controls and internal audit in a single tool.
• Oversaw the development of the Group’s financial control
framework.
• Monitored the evolution of the Group’s risk management
framework, with particular focus on emerging risks.
• Monitored the implementation of the assurance
programme for the change initiatives under way including
ERP, PPM and finance transformation.
• Reviewed and approved policies within its remit: Anti-
bribery and anti-fraud, tax evasion facilitation prevention,
corporate criminal offences, tax strategy, procurement
and related training.
• Reviewed the output of 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 detailed plans to manage cyber risk.
• Reviewed its effectiveness during the year and
recommended changes to its terms of reference to align
with the FRC Minimum Standard for Audit Committees
and the 2024 Code.
Committee composition during 2024
Meeting
attendance
Paula Bell (Chair) 4/4
Juan G. Hernández Abrams 4/4
Annette Kelleher 4/4
Stephen King
1
2/2
Eva Lindqvist
2
1/1
Baroness Kate Rock 4/4
1 Joined the Board and the committee in September 2024.
2 Stepped down from the Board at the end of the AGM in May 2024.
ARC
Keller Group plc Annual Report and Accounts 2024
118

In 2024 the committee reviewed the independent audit of the
effectiveness of the internal audit activities and also more widely, the three
lines of defence to provide assurance to the committee and the Board
about the effectiveness these company 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 mitigations in our operating processes across our global operations.
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 2024 year-end accounts.
This was the sixth year that EY served as the external auditor, and it was
Kevin Weston’s first year as the lead audit partner. I oversaw the audit
partner rotation process with Kevin Weston succeeding Kevin Harkin as
lead audit partner. I thank Kevin Harkin for his strong leadership of the
EYaudit team and for providing visible and effective oversight of the
external audit.
We continued to execute our UK Corporate Governance reform
implementation plan, in preparation for the future Board declaration
on the effectiveness of risk management and internal control systems.
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 continued the process of designing a second line of defence model
across all key risk domains (including 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.
We continued to monitor the ERP and finance transformation
implementations to ensure that all relevant risks are considered
and that the appropriate automated and manual controls are built
into the system design.
2024 has been another busy year for the committee and management
worked to drive improvements in the areas of risk, internal controls and
financial reporting. 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.
I would also like to welcome Stephen King, who joined as a committee
member in September 2024.
The work of the committee is fully
supported by a skilled internal
controls and risk team which lead
activities across the Group to ensure
evolving compliance and regulations
are well designed and implemented to
meet appropriate deadlines.
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
Chair of the Audit and Risk Committee
Approved by the Board of Directors and authorised for issue on
3 March 2025.
119Strategic report Governance Financial statements Additional information

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’s role is to ensure that management’s disclosures
reflect the supporting detail provided to the committee or challenge
them to explain and justify their interpretation and, if necessary,
re-present the information. The committee reports its findings and
makesrecommendations to the Board accordingly.
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 four times during the year, with attendance at these
meetings shown on pages 104 and 118, and considered the items of
business shown below and overleaf.
The committee also reviewed the information presented in the
Group’s preliminary announcement, the company’s processes for the
preparation of the 2024 Annual Report and Accounts and the outcomes
of those processes to ensure that we were able to recommend to
the Board that the 2024 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.
6 August – interim results 14 November – trading update
4 March –
preliminary
results
8 April –
annual financial
report
14 May –
AGM
July meeting September meeting December meeting February meeting
Key focus
Half-yearly results
Audit assurance strategy 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.
Considered the external audit
strategy covering the audit
approach, significant risks and
areas of audit focus, scope and
materiality for 2024.
Received an update on the
audit assurance strategy plan,
with a focus on change
management assurance.
Considered the findings from
EY’s controls report and
reviewed progress on delivery
of the audit strategy.
Agreed the external audit
engagement and estimated
audit fee for 2024.
Reviewed and approved the
programme of internal audit
reviews of the Group’s
operations and financial
controls for 2025.
Reviewed and challenged the
appropriateness of the accounting in
relation to the significant financial
judgements, estimates and non-underlying
items in 2024.
Received a report from EY covering the
accounting, financial control and audit
issues identified during the full-year audit.
Reviewed the safeguards to the integrity,
objectivity and independence of EY.
Reviewed the preliminary results, the 2024
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 effectiveness of
EY and the audit process.
Reviewed the independence and
objectivity of EY, including the level
ofnon-audit fees.
Recommended the reappointment of EY
as external auditor.
20252024
Audit and Risk Committee report continued
Keller Group plc Annual Report and Accounts 2024
120

6 August – interim results 14 November – trading update
4 March –
preliminary
results
8 April –
annual financial
report
14 May –
AGM
July meeting September 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, covering cyber
security monitoring.
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.
Received an update on
information assurance and
security, including cyber
security, across the Group.
Reviewed the effectiveness
of PwC’s internal audit
service.
Received an update on the ethics
and compliance programme,
covering cyber security monitoring.
Considered scenarios aligned to the
Group’s principal risks tostress test
the viability assessment.
Received an update on progress
with the Group 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 made against the UK
Corporate Governance reform, and
approved the list of material
controls and the proposed
assurance model on behalf of the
Board.
Received an update on progress of the
second line 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.
Received an update and monitored
progress with the project to further
strengthen the financial control
framework.
Reviewed the responses and key themes
arising from the Group’s annual Electronic
Internal Control Questionnaire.
Other focus area – Governance
Reviewed the Board
delegated authorities.
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 2025.
Received an update on the reporting
themes for the 2024Audit and Risk
Committee report.
Reviewed and approved the
Anti-Bribery and Anti-Fraud Policy
and the Procurement Policy.
Reviewed and recommended
updates to the terms of reference.
Received an update on the Group’s
pension position.
Approved the narrative of the 2024 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.
Other focus area – Internal audit
Received an update on the
work undertaken by PwC,
including audit resource,
progress and amendments
to the 2024 internal audit
plan, significant findings and
audit actions, in addition to
areas of focus included in the
three-year internal audit
plan.
Received an update on the
work undertaken by PwC,
including progress with the
2024 internal audit plan,
significant findings and audit
actions.
Received an update on the
new Global Internal Audit
Standards.
Received an update on the work
undertaken by PwC, including
progress with the 2024 internal
audit plan, significant findings and
auditactions.
Received from PwC the proposed
internal audit plan for2025.
Received an update on delivery of the 2024
internal audit plan, progress with the 2025
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). Key focus (as above).
20252024
121Strategic report Governance Financial statements Additional information

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 150 to 158. 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 2024 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 2024 and February 2025 when
itagreed with management’s recommendations. The reasonableness
of the recommendations made by management was also discussed
withEY.
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 impairment tests of
goodwillprepared by management at its meetings in December
2024and February 2025. Following discussion, consultation with EY
andchallenge, 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
divisional legal teams who reviewed the claims, with provisioning being
assessed with input from divisional and Group finance.
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 statements.
Audit and Risk Committee report continued
Keller Group plc Annual Report and Accounts 2024122

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 2024, and
February 2025. 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 2024 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 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 2026, a
period of at least 12 months from when the financial statements are
authorised for issue, at its meetings in July and December 2024, and
February 2025.
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. It also includes theme-based audits to
review adherence to Group policies across the organisation.
The programme carried out by PwC during the year consisted of 15
operational entity audits and themed audits across 15 countries, which
together represented approximately 19% 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 2024 Annual
Report and Accounts.
The audits carried out during 2024 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.
During the year, the committee 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 Internal Audit 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 2024 was Kevin Weston, who had no previous
involvement with the Group in any capacity prior to appointment.
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.
We assess the effectiveness of the external audit process on an ongoing
basis, paying 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154.
123Strategic report Governance Financial statements Additional information

Audit and Risk Committee report continued
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.
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 2024, non-
audit-related fees paid to EY were less than 3% 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 174.
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 2025.
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.
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.
Further information on the Group’s risks can be found on pages 82 to 92.
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 2024, 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 implementing a GRC tool to support the assessment,
monitoring and reporting on risks andinternal controls.
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 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 such as ERP, finance
transformation and PPM.
Controls response plan
Ongoing projects which were part of the plan launched last year include:
Second line of defence assurance
In 2024, we made significant progress on our UK Corporate Governance
reform implementation plan. This included the identification and
documentation of the material controls that address our principal risks and
that will be included in the Board’s future declaration on the effectiveness
of material financial, operational, compliance and reporting controls.
In identifying our material controls, the committee considered the
completeness of the Group’s principal risks and identified the level 2 and
3 risks that underpin those principal risks. We then identified the material
controls that mitigate each of those risks through a series of workshops
with the Executive Committee.
In some cases, these material controls are already in place and our work in
2025 will focus on assessing the adequacy of the documentation produced
to evidence the performance of the controls. In other cases, the control will
need to be implemented in 2025 and sufficient time given for the control to
operate, before we will be able to demonstrate that the control is effective.
We also approved the assurance model that the Board will rely on to
ensure that controls are operating effectively. We believe that the model is
sufficiently robust and provides coverage across the first, second and third
lines of defence, as well as fully independent assurance, where required.
The model is also flexible enough to avoid unnecessary duplication of work
by the second and third-line teams.
We are also investing significantly in our second line function to ensure
that the right levels of assurance can be provided to the Board by the first
reporting obligation.
Keller Group plc Annual Report and Accounts 2024124

Looking forward
In 2025 our priorities will be:
• Ensuring we are ready to meet our reporting obligations against
the 2024 Code.
• Strengthening our second line assurance function.
• Progressing work on finance transformation with a focus on NA.
• Implementing and testing the PPM standard and application.
Project management controls through the new PPM standard
The new Project Performance Management (PPM) standard and
supporting guidance is planned to be finalised by Q1 2025 and then rolled
out to the Group throughout 2025. The standard will be operationalised
through a PPM application, with approval workflows configured in line
with Board-delegated authorities. Furthermore, training on PPM will be
delivered to all impacted employees. PPM is a material control for one
of our principal risks – the ineffective management of our project. This
material control will need to operate by 2026 to effectively mitigate the risk.
These controls will be implemented along with the implementation of the
standard and application, and tested throughout 2025 by the second-line
assuranceteam.
Finance transformation
Overall, good progress was made in 2024 in transitioning finance activities
to shared services centres (SSC) in APAC and EME. The focus next year will
be in embedding the SSC model into our ways of working and progressing
its implementation in the NA division.
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. Any instances of fraud
or suspected fraud are reported directly to the Group Head of Risk and
Internal Audit and the Company Secretary, or anonymously via the Group
Whistleblowing hotline. All reports of suspected or actual fraud are treated
with confidentiality and thoroughly reviewed and assessed.
During the year, the committee was kept fully apprised in regular updates
on the progress and findings of investigations of cases of alleged fraud
andany remedial actions taken. Nothing substantial was uncovered.
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 Internal Audit and the Committee Secretary.
• We invite the Group Chairman, the CEO, the CFO, the Group Head of
Risk and Internal Audit, the Company Secretary, the company’s external
auditor, EY, PwC in their role as 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 Internal Audit 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.
125Strategic report Governance Financial statements Additional information

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 2024.
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 Chairman, 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 Chairman, the Executive Directors, the
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;
• 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 composition during 2024
Meeting
attendance
Annette Kelleher (Chair)
1
4/4
Paula Bell 4/4
Juan G. Hernández Abrams 4/4
Stephen King
2
2/2
Eva Lindqvist
3
2/2
Baroness Kate Rock 4/4
1 Appointed as Chair following the AGM in May 2024.
2 Joined the Board and the committee in September 2024.
3 Stepped down from the Board and as Chair of the committee
at the end of the AGM in May 2024.
REM
Committee highlights in 2024
• 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.
• Determined bonus outcomes for 2024 and the vesting
outcome of the 2022–24 Performance Share Plan
(PSP)awards.
• Set base salaries and established bonus arrangements
for 2025 for the Executive Directors and the Executive
Committee.
• Approved 2025–27 LTIP awards to Executive Directors,
Executive Committee and other senior executives.
• Reviewed its terms of reference and the effectiveness
ofthe committee.
I was pleased to be appointed as Chair of the Remuneration Committee
in May 2024, following the AGM. I would like to thank Eva Lindqvist, the
former Chair of this committee, for leading the review and shareholder
consultation of our 2024 Remuneration Policy which was approved by
95.11% of our shareholders.
2024 business performance and incentive outcomes
Keller achieved record results in 2024, sustaining the prior year’s material
uplift in performance, whilst taking proactive steps to position it for
future opportunities. Underlying operating profit increased by 18%, up to
£212.6m (2023: £180.9m). Underlying operating margin increased to 7.1%
(2023: 6.1%) whilst underlying earnings per share increased by 30%, driven
by the higher underlying operating profit, as well as lower financing costs
and a lower Group effective tax rate in the year. An improvement in cash
flow generation also saw a significant reduction in net debt (on a IAS 17
lender covenant basis) to £29.5m (2023: £146.2m), equating to a net debt/
EBITDA ratio of 0.1x (2023: 0.6x), outside the lower end of our leverage
target range of 0.5x –1.5x.
Keller Group plc Annual Report and Accounts 2024
126

The targets for the 2024 annual bonus for executive management were
set by the committee in February of last year 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 2024 reflect the very strong operational
and financial performance of the Group. The financial measures, Group
profit before tax and net debt, paid out in full. There was progress against
the corporate objectives and the Executive Directors achieved 9% out
ofapossible 30% maximum. Overall, the annual bonus outturn was 79%
ofmaximum.
After considering all the relevant factors for the 2024 bonus, 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. Therefore, no discretion was exercised.
The performance of the PSP granted under the company’s Long-Term
Incentive Plan 2018 (LTIP) to executives in 2022 and vesting in March 2025
was improved from the previous PSP cycle. The operating profit margin,
EPS and ROCE targets were met in full during the performance period
andTSR vesting at maximum. Overall, the 2022 LTIP awards vested at
100% of maximum.
The committee carefully considered the vesting levels of the 2022 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 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.
2025 wider workforce
Salary increases awarded across the business in 2025 were reviewed in
conjunction with local benchmarking of in-country market median and
industry level inflation data. The Remuneration 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.
2025 salary review
Michael Speakman, CEO, and David Burke, CFO, were awarded salary
increases of 4%. Their 2025 LTIP award levels have been increased from
2024 levels by 25% of base salary to 175% and 150% respectively. This is
within the market median range and remains within our policy maximum
of200%. As additional context, the CEO and CFO are already aligned with
the wider workforce pension rate of 7% of salary.
Year ahead: 2025 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.
Since 2022, we have included a carbon reduction metric in management’s
corporate objectives, supporting our ambitious net zero targets for all
three of our emission scopes which will culminate in carbon neutrality by
2050 at the latest. Recognising the continued importance of achieving
these goals, we agreed a further Scope 1 reduction target to be
included in management’s corporate objectives in 2025. Further detail
on the 2025 corporate objectives will be disclosed in the 2026 Annual
remunerationreport.
The four LTIP measures agreed in 2022 continue to support the delivery of
the strategy and are therefore carried forward into 2025. Together with the
targets for the LTIP for the year ahead, the measures are disclosed in the
Directors’ remuneration report. See page 139 for further details.
2025 Annual General Meeting (AGM)
We very much hope that you will support our 2024 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 at 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
3 March 2025.
127Strategic report Governance Financial statements Additional information

Remuneration in context
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 on page 36) 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 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 2018 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, and how our principles and policy are
aligned with the 2018 Code. During 2025 we will work to align our policy
with the 2024 Code which removed this provision, and make appropriate
disclosures in 2026.
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.
Our purpose: Building the foundations for a sustainable future
Embedding our purpose and vision in
our remuneration guiding principles How we address the requirements under Provision 40
• 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.
Keller Group plc Annual Report and Accounts 2024128

Alignment of the policy to the Provisions of the 2018 Code
Clarity
The company’s performance remuneration is based on supporting
the implementation of the company’s strategy 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 plans 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.
129Strategic report Governance Financial statements Additional information

Remuneration at a glance
Overview of Remuneration Policy – How Executive Directors will be paid in future years
Shareholders approved a new 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 2025 is
setoutbelow:
Fixed pay
Annual bonus
Shareholding guideline
Performance Share Plan (PSP)
Remuneration in 2025
Salary CEO: £671,840 – 4% increase from 2024,
below average salary increases of 5%
awarded to UK-based employees
CFO: £440,960 – 4% increase from 2024,
below average salary increases of 5%
awarded to UK-based employees
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 guideline: 100% of in-post
shareholding (or actual shareholding if lower) in
year 1 and at least 50% in year 2
Cash element
2025 bonus metrics:
• 50% PBT
• 20% Cash conversion
• 30% Corporate objectives
2025 PSP metrics:
• 25% Cumulative EPS
• 25% ROCE
• 25% Relative TSR
• 25% Operating profitmargin
Maximum opportunity – up to 150% of salary.
Awards subject to malus and clawback.
Maximum opportunity – up to 200% of salary.
For 2025, CEO will receive 175% of salary and
CFOwill receive 150% of salary.
Awards subject to malus and clawback.
Aligned with our
evolving strategy
Aligned with
shareholders
Aligned with
strategicKPIs
Drive 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
Keller Group plc Annual Report and Accounts 2024
130

Remuneration for 2024 – What Executive Directors earned during 2024
The Executive Directors received salary increases of 4.5% in 2024, below the salary increases to UK-based employees of 6.5%. The CEO received
£645,510 and the CFO received £423,810 in base salary.
Annual bonus Weighting Threshold Target Max Outcome (% of max)
Underlying operating profit, £m
1
50% 148.5 165.0 198.0 100
Performance outcome: 212.6
Net debt, £m
2
20% 171.1 155.1 124.4 100
Performance outcome: 29.5
Corporate objectives
30% Summary of objectives on page 136 30
Actual: 9% out of 30%
Overall 79
PSP Weighting Threshold Max Outcome (% of max)
EPS
25% 330p 400p 100
Actual: 454.5p
TSR
25% Median Upper quartile 100
Actual: Above upper quartile
ROCE
3
25% 12% 18% 100
Actual: 22%
Operating profit margin
25% 5.5% 6.5% 100
Actual: 7.1%
Overall 100
1 At 2024 actual exchange rates before non-underlying items.
2 IAS 17 covenant basis.
3 Average of the three-year ROCE for 2022–2024.
131Strategic report Governance Financial statements Additional information

Annual remuneration report
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 2023
and 2024:
Executive Directors
Michael Speakman
David Burke
2024
£000
2023
£000
2024
£000
2023
£000
Salary 646 618 424 406
Taxable benefits
1
14 14 20 20
Pension benefits
2
45 43 30 28
Total fixed pay 705 675 474 454
Annual bonus
3
765 729 502 478
PSP
4
2,026 892 1,108 488
Total variable pay 2,791 1,621 1,610 966
Total pay 3,496 2,296 2,084 1,420
1 Taxable benefits consist of a car allowance of £12,000 and £18,000 for Michael Speakman and David Burke respectively, as well as private healthcare for both.
2 Pension benefits represent cash in lieu of pension for Michael Speakman. David Burke’s pension contribution is paid into a private SIPP.
3 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 deferred into Keller
shares for a period of two years.
4 For the PSP, the value shown for 2024 reflects the final vesting outcome of the 2022 PSP award with performance measured over the three-year performance period 1 January 2022 to 31 December
2024. The final vesting outcome of the 2022 PSP award was 100% of maximum. The value of the award was calculated using a three-month average closing share price to 31 December 2024 of 1,562p.
See page 133 for further details. The 2022 award is expected to vest on 17 March 2025. Using the average closing share price to 31 December 2024, Michael Speakman’s 2022 PSP appreciated in value
from the date of the award by £861,000 to the total disclosed value of £2,026,000.
Total pension entitlements (audited)
Michael Speakman 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.
2024 annual bonus
The 2024 annual bonus was based 70% on the achievement of stretching profitability and net debt targets and 30% on individual corporate objectives
aligned to the delivery of key strategic and operational priorities. Overall, the bonus outcome for 2024 was 79% of the maximum payout, for each
Executive Director, based on performance as set out below:
Measures
2024 measurement ranges and outcome
Bonus as % of salary
Threshold
0%
Target
50%
Maximum
100%
Performance
outcome
1
Executive Directors
Michael Speakman David Burke
Max
%
Outcome
%
Max
%
Outcome
%
Group underlying operating profit, £m 148.5 165.0 198.0 212.6 75 75 75 75
Group net debt (IAS 17 basis), £m 171.1 155.5 124.4 29.5 30 30 30 30
Total Group measures 105 105 105 105
Corporate objectives assessment 45 14 45 14
Total bonus 150 119 150 119
Base salary £645,510 £423,810
Bonus based on performance outcomes 119 £764,929 119 £502,215
1 At 2024 actual exchange rates, before non-underlying items.
The following section provides details of how Keller’s Remuneration Policy
was implemented during the financial year ended 31 December 2024.
Keller Group plc Annual Report and Accounts 2024132

Corporate 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 objectives have maximums from 5% to 10% of base salary that can be
attained, with an overall maximum of 30% of base salary available (20% weighting of total annual bonus plan for Executive Directors). The committee
retains the right to apply discretion to the overall evaluation of the attainment of corporate objectives.
Corporate objective
Opportunity
(maximum)
Actual
performance
Outcome
(maximum 30%)
Improved project execution 10.0% of base salary Partially achieved 4.0%
Fixed and indirect cost management 10.0% of base salary Not achieved 0.0%
An absolute 48% reduction in Scope 2 market-based emissions
1
5.0% of base salary Fully achieved 5.0%
A 35% reduction in 2024 Scope 1 emissions per £m revenue
1
5.0% of base salary Not achieved 0%
Attainment as assessed by the committee 9.0%
Discretion applied None
Final outcome 9.0% achieved
1 This will use the 2019 reported number as a baseline.
2024 annual bonus outcomes
The financial targets for Keller were fully met in 2024.
The objective scoring by the committee for performance in 2024 against corporate objectives resulted in an outcome of 14% of salary.
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 2024 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.
2022–24 Performance Share Plan (PSP) outcomes (audited)
Based on EPS, TSR, ROCE and operating profit margin performance over the three years ended 31 December 2024, the PSP awards made in 2022
will vest as follows:
Measures
Vesting schedule and outcome
3
% of award that will vest
Outcome Vesting %0% 25% 100%
25% weight
Cumulative EPS over three years
1
Below 330p 330p 400p 454.5p 25
25% weight
Keller’s relative TSR performance
vs FTSE 250 Index
2
over three years Below median Median Upper quartile
Above upper
quartile 25
25% weight
Average ROCE over three years
1,3
Below 12% 12% 18% 22% 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.
2 Excluding investment trusts and financial services.
3 Average of the three-year ROCE for 2022–24.
The committee carefully considered the vesting levels of the 2022 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 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.
In line with the policy, the committee has the ability to exercise malus and clawback with regard to incentive awards in certain circumstances as outlined in
the policy. Overall, the committee considers that the policy has operated as it was intended during 2024.
133Strategic report Governance Financial statements Additional information

Scheme interests awarded in 2024 (audited) 2024–26 PSP
The three-year performance period over which performance will be measured began on 1 January 2024 and will end on 31 December 2026. Awards will
vest in March 2027, subject to meeting performance conditions. Awards were made as follows:
Executive Director Date of grant
Shares over
which awards
granted
Market price
at award
1
(£)
Face value of the
award at grant
Face value at
threshold (£)
Face value at
maximum (£) Performance period
Michael Speakman 18 March 24 96,441 10.04 150% of salary 242,067 968,268 1 Jan 24–31 Dec 26
David Burke 18 March 24 52,765 10.04 125% of salary 132,440 529,761 1 Jan 24–31 Dec 26
1 The average of the daily closing price on 13, 14 and 15 March 2024 of the company’s shares on the main market of the London Stock Exchange.
Vesting of the 2024–26 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
1
Below 400p 400p 500p
25% weight
Keller’s relative TSR performance vs FTSE 250
2
Index over three years or higher Below median Median Upper quartile
25% weight
Average ROCE over three years
1
Below 20% 20% 25%
25% weight
Operating profit margin in year three Below 6.0% 6.0% 7.0%
1 EPS and ROCE are before non-underlying items on an IFRS 16 basis.
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 2024. 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 2024 and the date of this report.
Director
Ordinary shares at
31 December 2024
Ordinary shares at
31 December 2023
Michael Speakman 151,745 120,299
David Burke 44,348 21,921
Peter Hill CBE 53,000 53,000
Carl-Peter Forster
1
– –
Baroness Kate Rock 2,500 2,500
Paula Bell 1,581 1,581
Juan G. Hernández Abrams – –
Annette Kelleher – –
Stephen King
2
– –
1 Carl-Peter Forster was appointed to the Board on 16 December 2024.
2 Stephen King was appointed to the Board on 1 September 2024.
Payments to former Directors
There were no payments made to former Directors of the company in 2024.
Payments for loss of office
There were no payments made to Directors for the loss of office in 2024.
Annual remuneration report continued
Keller Group plc Annual Report and Accounts 2024134

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 2024.
Shares held Awards held
1
Shareholding
guideline
% salary/fee
Current
shareholding
%
3
salary/fee
Owned outright
or vested
Unvested and subject
to performance
conditions
Unvested without
performance
conditions
2
Michael Speakman 151,745 372,381 20,156 200% 341%
David Burke 44,348 203,739 13,233 200% 152%
4
1 Dividend accruals are included in these numbers, totalling 13,647 shares for Michael Speakman and 7,544 shares for David Burke.
2 Deferred awards.
3 Reflects closing price on 31 December 2024 of 1,450p.
4 David Burke joined the Board in October 2020 and is expected to meet the shareholding guideline this year.
Supplementary information on Directors’ remuneration
Outstanding Performance Share options/awards
Details of current awards outstanding to the Executive Directors are detailed in the table below:
At 1 January
2024
1,2
Granted
during
the year
Vested
in year
2
Lapsed during
the year
2
Dividend
equivalents
accrued
during the
year
At 31 December
2024
2
Vesting
date
Michael Speakman
15 March 2021 118,722 – 113,557 5,165 – – 15/03/24
15 March 2022 (deferred award) 27,349 – 27,349 – – – 15/03/24
15 March 2022 125,191 – – – 4,509 129,700 15/03/25
15 March 2023 (deferred award) 1,312 – – – 47 1,359 15/03/25
15 March 2023 137,802 – – – 4,964 142,766 15/03/26
18 March 2024 (deferred award) – 18,144 – – 653 18,797 18/03/26
18 March 2024 – 96,441 – – 3,474 99,915 18/03/27
David Burke
15 March 2021 64,952 – 62,126 2,826 – – 15/03/24
15 March 2022 (deferred award) 17,956 – 17,956 – – – 15/03/24
15 March 2022 68,495 – – – 2,468 70,963 15/03/25
15 March 2023 (deferred award) 861 – – – 31 892 15/03/25
15 March 2023 75,395 – – – 2,716 78,111 15/03/26
18 March 2024 (deferred award) – 11,912 – – 429 12,341 18/03/26
18 March 2024 – 52,765 – – 1,900 54,665 18/03/27
1 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.
135Strategic report Governance Financial statements Additional information

Supplementary information on Directors’ remuneration continued
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.
Annual remuneration report continued
200
250
Keller FTSE 250 FTSE All-Share
Dec 2015Dec 2014 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024
100
150
50
0
The table below details the CEO single figure of remuneration over the same period.
2015
1
2016 2017 2018
2
2019
3
2020 2021 2022 2023 2024
CEO single figure of remuneration (£000) 1,420 715 1,427 639 921 1,433 1,685
4
1,297 2,296 3,496
Annual bonus as a % of maximum opportunity 85 12 59 0 25 93 90 4 79 79
PSP vesting as a % of maximum opportunity 67.3 0 33.9 0 26.5 10.6 36.6 61.9 95.6 100
1 The CEO single figure of remuneration has been calculated using Justin Atkinson’s emoluments for the period from 1 January 2015 to 14 May 2015 and Alain Michaelis’ emoluments for the period
14May 2015 to 31 December 2015.
2 The committee exercised its discretion and applied 0% bonus in 2018.
3 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.
4 Reflects the restatement of the PSP for 2021 to reflect the share price on the vesting date compared with the estimate published in the 2021 Annual Report and Accounts.
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 51:1 33:1 25:1
2023 (restated with actual bonuses) Option A 48:1 32:1 25:1
2024 Option A 66:1 45:1 36:1
Keller Group plc Annual Report and Accounts 2024136

The employees used for the purposes of the table on page 136 were identified as based in the UK and on a full-time equivalent basis as at 31 December 2024.
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.
The CEO pay ratio has been calculated to show the remuneration of the CEO Michael Speakman, who has been CEO on a permanent basis for the full
financial year.
Due to the timing of bonus payouts for the 2024 performance year, we have used the bonus payout for 2024 for the CEO and the bonus payouts for the
comparison population that was paid in 2024, in respect of the 2023 performance year. We will update these figures with the actual amounts paid in 2025,
in respect of the 2024 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
2023 Salary £35,169 £50,531 £67,267
Total remuneration £44,722 £70,590 £92,825
2024 Salary £38,383 £54,165 £71,994
Total remuneration £52,643 £77, 422 £96,894
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 2023 and 2024 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 has been expanded to cover each Executive Director and Non-executive Director over a five-year history.
% change 2023/24 % change 2022/23 % change 2021/22
% 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
Michael Speakman
1
4.5 3.5 4.9 5.1 3.6 1,983 3.0 1.90 (95.5)
David Burke
1
4.5 4.2 5.0 5.2 2.3 1,978 3.0 2.00 (95.5)
Chairman and
Non-executive Directors
2
Peter Hill CBE 7.0 0.0 0.0 5.0 0.0 0.0 5.0 0.0 0.0
Carl-Peter Forster
3
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Baroness Kate Rock (2.0) 0.0 0.0 5.0 0.0 0.0 2.1 0.0 0.0
Paula Bell 6.0 0.0 0.0 5.0 0.0 0.0 2.4 0.0 0.0
Eva Lindqvist
4
(56.0) 0.0 0.0 5.0 0.0 0.0 2.4 0.0 0.0
Juan G. Hernández Abrams 5.0 0.0 0.0 32.3 0.0 0.0 n/a 0.0 0.0
Annette Kelleher 1,309.0 0.0 0.0 n/a n/a n/a n/a n/a n/a
Stephen King
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Nancy Tuor Moore
4
n/a n/a n/a n/a n/a n/a (52.6) 0.0 0.0
Paul Withers
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Keller UK-based employees
6,7
5.9 13.4 48.8 6.0 15.0 27.0 4.5 44.6 (11.8)
137Strategic report Governance Financial statements Additional information

Supplementary information on Directors’ remuneration continued
Director percentage change versus employee group continued
% change 2020/21 % change 2019/20
% 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
Michael Speakman
1
2.0 (0.8) (1.6) 39.3 0.0 412.4
David Burke
1
364.4 300.0 332.5 n/a n/a n/a
Chairman and
Non-executive Directors
2
Peter Hill CBE 2.6 0.0 0.0 8.3 0.0 0.0
Carl-Peter Forster
3
n/a n/a n/a n/a n/a n/a
Baroness Kate Rock 1.4 0.0 0.0 26.3 0.0 0.0
Paula Bell 1.6 0.0 0.0 8.8 0.0 0.0
Eva Lindqvist
4
1.6 0.0 0.0 26.5 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
5
n/a n/a n/a n/a n/a n/a
Nancy Tuor Moore
4
(7.7) 0.0 0.0 6.0 0.0 0.0
Paul Withers
4
n/a n/a n/a (60.0) 0.0 0.0
Keller UK-based employees
6,7
5.3 22.8 23.4 15.5 16.7 146.4
1 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.
2 The increases for Non-executive Directors reflect the changes made during 2023 and 2024.
3 Carl-Peter Forster joined the Board on 16 December 2024.
4 Paul Withers, Nancy Tuor Moore and Eva Lindqvist retired in June 2020, May 2022 and May 2024 respectively.
5 Stephen King joined the Board on 1 September 2024.
6 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.
7 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 2023 and
31 December 2024, along with the percentage changes.
2024
£m
2023
£m
%
change
Distribution to shareholders
1
34.6 27.7 25
Remuneration paid to all employees
2
790.1 739.7 7
1 The Directors are proposing a final dividend in respect of the financial year ended 31 December 2024 of 33.1p 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 during 2024 and 2025
Overall, the committee considers that the Remuneration Policy has operated as it intended during 2024, with no deviations. A summary of how the
committee intends the policy to be operated during 2025 can be found in the remaining pages of this report.
2025 base salary and benefits
The committee noted that salary increases for UK-based employees across the Group were generally around 5%, effective 1 January 2025.
The Executive Directors received salary increases of 4% for 2025.
Benefits for 2025 will remain broadly unchanged from prior years.
Annual remuneration report continued
Keller Group plc Annual Report and Accounts 2024138

2025 pensions
Pension contributions for Michael Speakman 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.
2025 annual bonus
For 2025, 70% of Executive Directors’ bonus will be based on Group financial results and 30% will be based on shared corporate objectives.
Theperformance measures will be underlying operating profit, an important indicator of the company’s financial and operating performance, and
a cash conversion target, 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 2025 Annual remuneration report to the extent that they are no longer considered
commercially sensitive.
25% of any bonus earned will be deferred into company shares for two years.
2025–27 Performance Share Plan Awards (PSP)
The 2025–27 PSP performance conditions will be assessed over three years based on the following measures: relative TSR (25% weight), cumulative EPS
(25% weight), return on capital employed (ROCE) (25% weight) and operating profit margin (25% weight). These measures strongly align potential payout
under the PSP with Keller’s strategic priorities.
Relative TSR performance will be measured by ranking against FTSE 250 companies (excluding investment trusts and financial services). Under a ranked
approach, a threshold vesting (resulting in 25% of that portion of the award vesting) will be for median performance against the comparator group;
maximum vesting for upper quartile performance (or above) against the comparator group. Straight-line vesting between these points.
EPS will be measured on a cumulative basis enabling target setting to reflect business plans, market consensus and the position in the construction cycle.
Cumulative EPS of 725p over the three-year period will enable full vesting of this performance condition, with a threshold vesting of 25% if 600p is
achieved,
ROCE will be measured on an average basis over the three-year performance period, with a threshold level of performance of 23% (leading to 25% of that
portion of the award vesting) and a maximum of 30%. Straight-line vesting between these points.
Operating profit margin will be measured in year three (with a threshold vesting of 6.0% leading to 25% of that portion of the award vesting) and maximum
of 8.0%. Straight-line vesting between these points.
These targets have been carefully assessed and the committee considers them to be appropriately stretching, given the company’s business plans,
opportunity set and investor expectations and the challenging macroeconomic environment.
2025–27 Performance Share Awards
To reflect the impact of any changes in IFRS accounting standards, the committee will consider adjusting financial targets 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.
Measures
Vesting schedule
% of award that will vest
0% 25% 100%
25% weight – Cumulative EPS over three years
1
Below 600p 600p 725p
25% weight – Keller’s relative TSR performance vs FTSE 250
2
Index over three years Below median Median Upper quartile
25% weight – Average ROCE over three years
1
Below 23% 23% 30%
25% weight – Operating profit margin in year three Below 6.0% 6.0% 8.0%
1 EPS is before non-underlying items on an IFRS 16 basis.
2 Excluding investment trusts and financial services.
139Strategic report Governance Financial statements Additional information

Chairman and Non-executive Director fees
Fees for the Non-executive Directors were reviewed with effect from 1 January 2025. The base fee was increased by 4.0%. Additional fees for chairing a
committee and for the Senior Independent Director were increased by 8.7%. The role of designated NED for workforce engagement was increased from
£5,500 to £5,750 and the fee for intercontinental travel was increased by 4.6%. The Chairman’s fee was increased by 6.4% from 1 January 2025 to reflect
appropriate market positioning and ongoing contribution prior to stepping down.
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 2024 and the
prior year:
Non-executive Director
2024
£
2023
£
Peter Hill CBE 235,000 220,500
Eva Lindqvist
1
29,792 67,725
Paula Bell
2
71,500 67,725
Baroness Kate Rock
3
77,000 78,235
Juan G. Hernández Abrams
4
82,500 78,235
Annette Kelleher
5
67,188 4,769
Stephen King
6
20,000 –
Carl-Peter Forster
7
12,231 –
Total fees 595,210 517,189
1 Eva Lindqvist retired in May 2024.
2 Paula Bell received additional fees of £11,500 as Chair of the Audit and Risk Committee.
3 Baroness Kate Rock received additional fees of £11,500 as Senior Independent Director and £5,500 as designated NED for workforce engagement.
4 Juan G. Hernández Abrams received additional fees of £11,500 as Chair of the Sustainability Committee and £11,000 for intercontinental travel.
5 Annette Kelleher received additional fees of £7,188 as Chair of the Remuneration Committee. This was pro-rated, from the £11,500 Chair fee, based on Annette’s time served as Committee Chair in 2024.
6 Stephen King joined the Board on 1 September 2024.
7 Carl-Peter Forster joined the Board on 16 December 2024.
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
Peter Hill CBE 24 May 2016 (26 July 2016 as Chairman) 24 May 2019 and 24 May 2022 n/a
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 2024 AGM and the Remuneration Policy at the 2024 AGM:
Votes for Votes against
Votes cast
Number
Votes withheld
NumberNumber % Number %
Remuneration report 52,568,778 97.35 1,431,265 2.65 54,000,043 77,371
Remuneration Policy 51,360,080 95.11 2,639,884 4.89 53,999,964 77,450
Annual remuneration report continued
Keller Group plc Annual Report and Accounts 2024140

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 were
beingconsidered:
• Annette Kelleher
• Paula Bell
• Juan G. Hernández Abrams
• Stephen King
• Baroness Kate Rock
During the year, the committee received assistance from the Company Secretary, who is 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 2024 financial performance and 2025 budget and the three-year plan for 2025–27. In determining the
Executive Directors’ remuneration for 2024 and 2025, the committee consulted the Chairman and the CEO about its proposals, except (in the case of the
CEO) in relation to their 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, an independent firm of remuneration consultants appointed by the committee after
consultation with the Board. The committee is satisfied that Deloitte is and remains independent of the company and that the advice provided is
impartialand objective. Deloitte is a founding member and signatory of the Code of Conduct for Remuneration Consultants, details of which can be
found at remunerationconsultantsgroup.com.
During the year, Deloitte also provided advice in relation to tax compliance and risk advisory services. The committee is satisfied that the provision of these
services did not impair Deloitte’s ability to advise the committee independently and objectively. Their total fees for the provision of remuneration services
to the committee for 2024 were £34,750.
Annette Kelleher
Chair of the Remuneration Committee
Approved by the Board of Directors and authorised for issue on 3 March 2025.
141Strategic report Governance Financial statements Additional information

Sustainability Committee report
Dear shareholder
On behalf of the Board, I present the
report of the Sustainability Committee
for the year ended 31December 2024.
Juan G. Hernández Abrams
Chair of the Sustainability Committee
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 highlights in 2024
• Supported the rollout of Keller’s first sustainability week
across the Group.
• Supported management to extend Keller’s culture and
engagement programme to more business units.
• Monitored progress against TCFD disclosures.
• Recommended the inclusion of a new sustainability
remuneration metric linked to Scope 1 emissions to
theBoard.
• Monitored progress against the year’s environmental
objectives.
• Monitored the CSRD working group’s progress in
understanding the regulatory reporting requirements
andpreparing for compliance in 2025.
SUS
The committee continued to develop Keller’s commitment to sustainable
business activities throughout the year and dedicated significant time
to developing the Group’s approach to compliance under the Corporate
Sustainability Reporting Directive (CSRD).
I was also particularly pleased to see Keller organise its first global
sustainability week, engaging employees from every division and function
on practical sustainability initiatives. I look forward to Keller building on this
success with this year’s sustainability week.
CSRD reporting
CSRD received significant attention from the committee during 2024, to
ensure sufficient resources and expertise were engaged to assess the
requirements of the new regulation. To that effect, a cross-divisional and
cross-functional working group was formed to ensure a cohesive and
uniform approach to compliance. We also appointed PwC to support on a
three-phase plan which involved a legal entity scoping exercise, a double
materiality assessment and a European Sustainability Reporting Standards
(ESRS) gap analysis.
The CSRD reporting project aims to provide insight and transparency
to our materiality assessment in a proportionate and pragmatic way,
incorporating key stakeholders throughout the process whilst ensuring
compliance with the requirements of CSRD. We believe that a more
considered materiality assessment of the impacts our activities have on
the environment and our stakeholders will be instrumental in identifying
our key risks and opportunities, particularly in shaping Keller’s sustainability
strategy and how this delivers value for our stakeholders. For further details
on our approach to compliance with CSRD, please see page 66.
TCFD reporting
The committee’s attention on increasing the scope and quality of our
TCFDdisclosures continued.
As a consequence of this focus, we made progress in our fourth year of
reporting under TCFD, expanding our physical and transition risk scenario
analysis to include the EME and APAC divisions. Further details can be found
on pages 48 to 64. Furthermore, our transition risks and opportunities were
reviewed to ensure alignment with the strategic initiatives of the Group.
Committee composition during 2024
Meeting
attendance
Juan G. Hernández Abrams (Chair) 3/3
Paula Bell 3/3
Peter Hill CBE 2/3
Annette Kelleher 3/3
Stephen King
1
1/1
Eva Lindqvist
2
1/1
Baroness Kate Rock 3/3
Michael Speakman 3/3
1 Joined the Board and the committee in September 2024.
2 Stepped down from the Board at the end of the AGM in May 2024.
Keller Group plc Annual Report and Accounts 2024
142

The committee diligently considered the value derived from implementing
metrics and targets to be reported, against the resourcing required to
achieve this and the benefits to our stakeholders. This demonstrates
Keller’s ambition to effectively and efficiently manage and mitigate our
climate-related risks and opportunities in a way that delivers value for our
stakeholders and the long-term success of the Group. The committee
plays an active role in providing regular assurance on sustainability matters,
along with governance and scrutiny over strategic, climate-related topics.
For more information on the specific climate-related risks and
opportunities, please see page 89 in the principal risks and uncertainties
section of this report.
Carbon reduction targets
Many of our business units dedicated time to analyse the intensity of
different solutions on our Scope 1 emissions. This has proven vital to
the committee in focusing resources on initiatives which look to target
those most carbon-intensive solutions and offer to Keller’s clients more
sustainable alternative solutions. This marked a significant step towards
understanding the extent and causes of our Scope 1 emissions and
achieving our net zero 2024 target despite not achieving a strict 5%
reduction in Scope 1 emissions per £m revenue in 2024. Additionally, the
option of biofuels (HVO) as an alternative for clients was rolled out across
several more business units.
As a result of the Group achieving its Scope 2 emissions reduction target
in 2023, we have strengthened the Scope 2 remuneration target to drive
performance. Thanks to this and the focus from most of our business
units, we have reduced our Scope 2 emissions across the Group in line
with our target. Implementation of green energy tariffs and electric
vehicle chargers across the highest contributing business units to Scope 2
emissions realised significant energy and money savings.
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.
Employee engagement
The committee continued to lead engagement by the Board and
its committees with our workforce, making sure that the Directors
understand and learn from the views of all our stakeholders. Opportunities
for the Directors to learn from the views of our workforce arose in
particular duringthe year when the Board met Divisional Presidents and
business unitleaders from across the organisation during a conference
in September, where we learned about the progress they have been
makingand their localchallenges.
As part of Keller’s culture and engagement programme to drive better
business performance and improve employee engagement, the Group
invested in developing its own people to diversify the skills available
in theinternal talent pipeline, the aim being to achieve this through
delivery of quality and consistent content across the Group via internally
developedprogrammes.
To actively monitor the culture of the business, the Board and the
committee, supported by the Chief People Officer and his team, regularly
reviewed the results of employee engagement surveys, as well as the
insights from focus groups and site visits. Where consistent themes
emerged, these were fed into the appropriate strategies to further
strengthen our culture.
We believe that a more considered
materiality assessment of the
impacts of our activities will be
instrumental in identifying our
keyrisks and opportunities.
Our culture
How we work, shaped by our values and behaviours
Our track record of successful projects would not be possible
without the passion, commitment and enthusiasm of the
10,000people who work for Keller across the world.
Our culture is the backbone of our organisation and makes Keller a
great place to work. It encompasses our shared values, beliefs and
behaviours and characterises our identity, guides our decision-
making and aims to ensure that everyone feels respected,
accepted, supported and valued.
During 2024, the committee oversaw the engagement of external
consultants to support the Keller team in the assessment of culture,
with a view to relaunching the People Agenda. The People Agenda
will provide a structured way of getting and acting on employee
feedback to continually improve the employee experience and drive
better businessperformance.
Activities
Further detail on the committee’s activities can be found in the Planet,
People and Principles sections of our ESG and sustainability report, starting
on page 22, but I would like to highlight the following topics considered
during the year:
• Supported the Board in achieving its objective to continue the reduction
of Scope 1 and 2 emissions during the year.
• Suggested the strengthening of the Scope 2 remuneration target
for Executive Directors, and the inclusion of a Scope 1 reduction
remuneration target to the Board.
• Dedicated resources to developing an understanding and assessment
of Keller’s Scope 3 emissions. This has included bringing together
leaders from across the Group from a variety of backgrounds and
collecting existing high level data on Scope 3 emissions to be used as
a starting point for future calculations. In addition, awareness raising
through initiatives such as Sustainability Week across the Group.
• Oversaw the engagement of external consultants and remained
abreast of the progress of the CSRD working group in determining the
nature and extent of reporting requirements.
• Reviewed management’s proposal to assess and monitor Keller’s
culture, with a view to promoting high performance and employee
empowerment through transparency of organisational roles and goals.
• Reviewed and promoted management’s proposal to invest towards
internal talent and skills development, including performance
management.
143Strategic report Governance Financial statements Additional information

C A S E S T U D Y
Chairman celebrates International Women’s Day in India
Keller India welcomed Group Chairman Peter Hill, who met with
women employees and local school students to hear their views
andexperiences on an inclusive future.
During the insightful visit, Peter spoke to women engineers who
discussed the importance of education in expanding opportunities,
enhancing confidence and defying gender stereotypes. They also
highlighted the important role men have in supporting women and
helping to break down barriers.
Peter talked about the progress of women in geotechnical engineering
over the years, noting the increasing representation of women in the
construction industry and the increased opportunities available to them,
referencing his wife’s personal experience in becoming US President
and CEO of construction company Costain, and the first woman Non-
executive Director of several multi-billion-dollar companies.
Twenty female students from a local school Keller had renovated as part
of a Corporate Social Responsibility project were also there to recite
poems and give speeches on women’s empowerment.
The hugely successful visit included gifts for the students and
concluded with senior managers from Keller India planting trees as
asymbolic gesture of sustainability and growth.
Sustainability Committee report continued
Corporate governance
The remit of the committee is set out in its terms of reference which are
available on the Group’s website (keller.com) and on request from the
Committee Secretary. During this financial year, the committee held formal
meetings in February, July and December, with attendance at the meetings
shown on pages 104 and 142.
The committee was comprised of the independent Non-executive
Directors of the company, the Group Chairman and the CEO until the end
of 2024. Following a review, it was agreed that from 1 January 2025 the
Group Chairman and the CEO would no longer serve as members. The
committee may invite members of the senior management team to attend
meetings where it is felt appropriate, and the CFO, the Chief Sustainability
Officer and Company Secretary, the Chief People Officer and members of
their teams regularly attend meetings. The Group Head of Secretariat is
the Committee Secretary.
The Board delegates authority to the committee to manage and mitigate
Keller’s environmental and social-related risks and plan opportunities,
and review relevant people, social and community policies and practices,
but the Board maintains ultimate accountability for these, monitoring
the efficacy, expertise and knowledge of the committee in executing the
sustainability strategy. The Committee Chair is the Director responsible
forESG and sustainability matters and he reports periodically to the Board.
Our organisational and reporting structure for climate governance, and
how it fits within our governance framework, is set out in the TCFD section
from page 48 onwards.
In addition, the committee’s performance, and that of its members, was
evaluated internally in an exercise facilitated by the Secretary and overseen
by the Group Chairman. More detail about this exercise can be found on
page 113.
Juan G. Hernández Abrams
Chair of the Sustainability Committee
Approved by the Board of Directors and authorised for issue on
3 March 2025.
Looking forward
Our priorities for 2025 will revolve around:
• Ensuring we have the appropriate systems in place to collect
the data required to report against CSRD.
• Continuing to embed climate and social risks and
opportunitiesin our overall strategy.
• Advancing our people and culture agendas.
• Horizon scanning on environmental and wider sustainability
matters.
• Supporting the company in its progress towards net zero.
• Assisting the Remuneration Committee in monitoring the
impact of ESG targets on remuneration.
• Continuing to engage employees on sustainability matters
anddelivering our second global sustainability week.
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 also encouraged to email their
questions to the Committee Secretary at secretariat@keller.com.
Keller Group plc Annual Report and Accounts 2024144

Directors’ report
The Directors present their report
together with the audited consolidated
financial statements for the year ended
31 December 2024.
Kerry Porritt
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 92 and this Directors’ report
fulfil the requirement of Disclosure
Guidance and Transparency Rule 4.1.5R
to provide a Management report.
Results and dividends
The results for the year, showing an underlying profit before taxation
of £191.4m (2023: £153.4m), are set out on pages 159 to 214.
Statutory profit before tax was £183.9m (2023: £125.6m). The
Directors recommend a final dividend of 33.1p per share to be paid
on20 June2025, to members on the register at the close of business
on 23 May 2025. An interim dividend of 16.6p per share was paid on
13September 2024. The total dividend for the year of 49.7p (2023:
45.2p) will amount to £35.6m (2023:£32.7m).
Going concern and viability statements
Information relating to the going concern and viability statements is set
outon page 85 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 202 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.
145Strategic report Governance Financial statements Additional information

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 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 98 and 99. 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 134 and 135.
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 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
ESG and sustainability section of this report on pages 22 to 44.
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 108 to 110.
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 27 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
(15 May 2024) to buy back up to 7,277,660 shares. The authority remains
outstanding until the conclusion of the 2025 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.
Directors’ report continued
Keller Group plc Annual Report and Accounts 2024146

Allotment of shares and pre-emption disapplication
Shareholder authority was given at the 2024 AGM for the Directors to
allot new shares (i) up to an aggregate nominal amount of £2,425,887,
approximately equivalent to one-third of the company’s issued share
capital (excluding treasury shares) as at 4 March 2024 and (ii) in connection
with a rights issue, a further aggregate nominal amount of £2,425,887,
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 £727,776, representing
approximately 10% of the company’s issued share capital as at 4 March
2024, on an unrestricted basis and (ii) up to a further aggregate nominal
amount of £727,776, 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 2025 and a resolution to
reappoint EY will be put to shareholders at the 2025 AGM.
AGM
The full details of the 2025 AGM, which will take place on 14 May 2025,
are set out in the Notice of Meeting, together with the full wording of the
resolutions to be tabled at the meeting.
Substantial shareholdings
At 3 March 2025, the company had been notified in accordance with
chapter 5 of the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority of the voting rights of shareholders in
the company as per the table below:
Ordinary shares
Number of
ordinary
shares
Percentage
of the total
voting rights
FIL Limited 10,238,935 14.03
JP Morgan Asset Management
Holdings Inc. 3,680,048 5.04
Dimensional Fund Advisors LP 3,649,304 5.00
Schroders plc 3,634,008 4.99
Perpetual Limited 3,633,898 4.99
Franklin Templeton Institutional, LLC 3,557,757 4.96
Aberforth Partners LLP 3,597,495 4.94
Artemis Investment Management LLP 3,561,152 4.94
Standard Life Aberdeen plc 3,443,366 4.78
Baillie Gifford & Co 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.
Kerry Porritt
Company Secretary
Approved by the Board of Directors and authorised for issue on
3 March 2025.
Registered office:
2 Kingdom Street
London W2 6BD
Registered in England No. 2442580
147Strategic report Governance Financial statements Additional information

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 92) and the Directors’ report (pages 145
to 147) have been approved by the Board of Directors and authorised for
issue on the date shown below.
Kerry Porritt
Company Secretary
3 March 2025
Registered office:
2 Kingdom Street
London W2 6BD
Registered in England No. 2442580
Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
Keller Group plc Annual Report and Accounts 2024148

150 Independent auditor’s report
159 Consolidated income statement
160 Consolidated statement of comprehensive income
161 Consolidated balance sheet
162 Consolidated statement of changes in equity
163 Consolidated cash flow statement
164 Notes to the consolidated financial statements
203 Company balance sheet
204 Company statement of changes in equity
205 Notes to the company financial statements
Additional information
212 Adjusted performance measures
215 Financial record
216 Shareholder information
217 Cautionary statement
Financial
statements
Strategic report Governance Financial statements Additional information 149Strategic reportStrategic report Governance Financial statements Additional information

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 2024 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
2024 which comprise:
Group Parent company
Consolidated balance sheet as at 31 December 2024
Consolidated income statement for the year then ended 31 December 2024
Consolidated statement of comprehensive income for the year then ended
31 December 2024
Consolidated statement of changes in equity for the year then ended
31 December 2024
Consolidated statement of cash flows for the year then ended 31 December 2024
Related notes 1 to 35 to the financial statements, including material accounting
policy information
Balance sheet as at 31 December 2024
Statement of changes in equity for the year
then ended 31 December 2024
Related notes 1 to 10 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 the Group and parent 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.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain independent of the
Group and the parent company 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.
• 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 2026. 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.
• 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 assessed how management considered
the future profitability and cash flows to take account of changes in cyclical demand in North America and the conclusion of large non-recurring
projects in EME. 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.
Independent auditor’s report
to the members of Keller Group plc
Keller Group plc Annual Report and Accounts 2024
150

• 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 new revolving credit facility of £400m which replaced the previous £375m facility. 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 2026, including the forecast for covenant compliance at the next testing
interval as at 30 June 2026.
• 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 2026.
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 fifteen components. We also performed specified audit procedures on certain accounts on six
additional components. We performed 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 £9.6m which represents 5% of profit before tax, adjusted for one-off, non-underlying items.
151Strategic report Governance Financial statements Additional information

An overview of the scope of the parent company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new 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 income and costs, deferred tax asset recoverability, equity, 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.
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 nine 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 twelve 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 APAC and EME divisions.
Of the twenty-four components selected, we designed and performed audit procedures on the entire financial information of three components (‘full
scope components’). For fifteen 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 six 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, also at year-end,
executives from the Group engagement team also visited Germany and Poland as part of the EME division oversight procedures. 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.
Independent auditor’s report continued
to the members of Keller Group plc
Keller Group plc Annual Report and Accounts 2024
152

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 48 to 65 in the Task Force on Climate-Related Financial Disclosures and on page 89 in the principal risks and uncertainties.
The Group has also explained its climate commitments in pages 25 to 31. 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 48 to 65 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.
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 48 to 65 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 cashflows, we acknowledged that there is degree of certainty
involved and all climate related risks or future outcome 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 carrying value of goodwill and going concern including the viability
assessment. Details of our procedures and findings on the goodwill impairment assessment are included in the key audit matters section below.
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.
153Strategic report Governance Financial statements Additional information

Risk Our response to the risk
Improper revenue recognition (management override
ofcontrols) (2024: £2,986.7m, 2023: £2,966.0m)
Refer to the Audit and Risk Committee report (page 122);
Accounting policies (page 166); and note 4 of the
consolidatedfinancial statements (page 173).
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 e.g. 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;.
• 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 (e.g., 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 transaction 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; and
• 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
• 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.
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 fifteen locations. For three locations, we
performed the procedures centrally. Our total procedures covered 91% 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.
Independent auditor’s report continued
to the members of Keller Group plc
Keller Group plc Annual Report and Accounts 2024
154

Risk Our response to the risk
Carrying value of goodwill
(2024: £107.6m; 2023: £107.6m)
Refer to the Audit and Risk Committee report (page 122);
Accounting policies (page 168); and note 15 of the
consolidated financial statements (page 181).
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 (e.g., 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.
• Given the uncertainty attached to forecasts presented by rising costs, skills
shortages 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 macro-economic environment in which
the CGU operates including reviewing the board minutes, chairman report,
trading & 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.
• 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 CGUs where the headroom was either lower and/or sensitive to changes in key assumptions, including improved
future performance, or have historically not achieved budget. We have designated the Norway and Canada CGUs as higher risk CGUs on this basis.
For both Keller Norway and Keller Canada, we have considered the minimum performance levels required for both revenue and operating profit
margin in the forecast period for the CGU to reach an impairment. We concluded both Keller Norway and Keller Canada are 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 these CGUs 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 both the Canada and Norway CGU
For the remaining 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.
In the prior year, our auditor’s report included a key audit matter over quality of earnings including the disclosure of non-underlying items. We note that the
quantity and magnitude of non-underlying items have decreased in the current year compared with previous years. Consequently, we have downgraded
the associated risk and have not recognised this area of our audit to be a key audit matter during the current period.
155Strategic report Governance Financial statements Additional information

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 £9.6 million (2023: £7 million), which is 5% (2023: 4.6%) of profit before tax adjusted for adjusted 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 £6.3 million (2023: £5.3 million), which is 1% (2023: 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.
Independent auditor’s report continued
to the members of Keller Group plc
• £183.9m
• Profit before tax for the year
• £7.5m
• Non-Underlying items for the year
• Totals £191.4m
• Materiality of £9.6m (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% (2023: 50%) of our planning materiality, namely £9.6m (2023: £7m). 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 increase from 50% to 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 increasing the percentage applied 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 £6.3m (2023: £0.7m to £3.15 m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.48m (2023: £0.35m), 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.
Keller Group plc Annual Report and Accounts 2024
156

Other information
The other information comprises the information included in the Annual Report and Accounts set out on pages 1 to 217, including the Strategic report
on pages 1 to 92, and Corporate Governance Report set out on page 93 to 148, 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 regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified
set out on page 85;
• 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 85;
• 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 85;
• Directors’ statement on fair, balanced and understandable set out on page 148;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 82 to 92;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 82 to 92; and
• The section describing the work of the audit committee set out on page 118.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 148, 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.
157Strategic report Governance Financial statements Additional information

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 (i.e. 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 2024 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 six years, covering the years ending 31 December 2019
to 31 December 2024.
• 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
3 March 2025
Independent auditor’s report continued
to the members of Keller Group plc
Keller Group plc Annual Report and Accounts 2024
158

Consolidated income statement
For the year ended 31 December 2024
Revenue
3,4
2,986 .7
–
2,986.7
2,96 6. 0
–
2,966 .0
Operating costs
6
(2 , 7 75 . 4)
(10. 6)
(2,7 86.0)
(2 ,76 9 . 0)
(2 2. 5)
(2 ,7 91 . 5)
andcontract assets
7
(12 . 0)
–
(12 .0)
(21 . 3)
(0 . 4)
(21. 7)
Amortisation of acquired intangible assets
–
(3. 3)
(3. 3)
–
(5 .1)
(5 .1)
Other operating income
6,9
12 . 8
6.4
19. 2
4.4
0.8
5. 2
Share of post-tax results of joint ventures
17
0.5
–
0.5
0.8
(0. 6)
0. 2
Operating profit/(loss)
3
21 2 .6
(7. 5)
20 5.1
180 .9
(2 7. 8)
1 5 3 .1
Finance income
10
6 .6
–
6.6
1.8
–
1.8
Finance costs
11
(2 7. 8)
–
(27. 8)
(2 9. 3)
–
(29 . 3)
Profit/(loss) before taxation
191 . 4
(7. 5)
183. 9
153. 4
(2 7. 8)
125 . 6
Taxation
12
(43 .9)
2.7
(41 . 2)
(38 . 8)
3.0
(35 . 8)
Profit/(loss) for the year
1 4 7. 5
(4 . 8)
142 .7
114 . 6
(24 . 8)
89.8
Equity holders of the parent
1 4 7. 1
(4 .8)
14 2 . 3
114 . 2
(24 . 8)
89.4
Non-controlling interests
34
0.4
–
0.4
0.4
–
0.4
1 4 7. 5
(4 . 8)
142 .7
114 . 6
(24 . 8)
89.8
Basic
14
204 .0p
1 9 7. 4p
156.9p
12 2. 8p
Diluted
14
19 9. 9p
193. 3p
153.9p
120 . 5p
159Strategic report Governance Financial statements Additional information

Consolidated statement of comprehensive income
For the year ended 31 December 2024
Profit for the year
142 .7
89. 8
Exchange movements on translation of foreign operations
(13 . 0)
(28 . 3)
Transfer of translation reserve on disposal of subsidiaries
(0 .7)
–
Cash flow hedge gain taken to equity
0 .1
1.9
Cash flow hedge transfers to income statement
–
(0 . 2)
Remeasurements of defined benefit pension schemes
33
0. 2
(0 . 2)
Tax on remeasurements of defined benefit pension schemes
12
(0 .1)
(0 .1)
Other comprehensive (loss) for the year, net of tax
(13 . 5)
(26 .9)
Total comprehensive income for the year
129 . 2
62.9
Equity holders of the parent
128 . 9
62 .7
Non-controlling interests
0. 3
0. 2
129 . 2
62.9
Keller Group plc Annual Report and Accounts 2024
160

Consolidated balance sheet
As at 31 December 2024
Goodwill and intangible assets
15
111 . 2
114 . 6
Property, plant and equipment
16
4 61 . 4
480. 2
Investments in joint ventures
17
4.8
4.5
Deferred tax assets
12
61 . 5
36 .8
Other assets
18
88.3
66. 8
7 2 7. 2
702 .9
Inventories
19
81. 6
93 . 3
Trade and other receivables
20
75 9. 1
7 21. 8
Current tax assets
5.9
6.3
Cash and cash equivalents
21
2 0 7. 7
1 51 . 4
Assets held for sale
22
9. 2
1. 6
1,0 63. 5
9 74 . 4
Total assets
3
1, 79 0.7
1 ,6 7 7. 3
Loans and borrowings
26
(2 7. 5)
(86 . 8)
Current tax liabilities
(33. 0)
(35 . 5)
Trade and other payables
23
(608. 7)
(553 . 6)
Provisions
24
(85 .2)
(59 .1)
(7 54.4)
(735 . 0)
Loans and borrowings
26
(3 0 7. 1)
(3 01 .9)
Retirement benefit liabilities
33
(1 5. 2)
(1 7. 7)
Deferred tax liabilities
12
(9. 4)
(7. 8)
Provisions
24
(8 9. 3)
(73 .7)
Other liabilities
25
(18 . 6)
(23 . 2)
(439.6)
(4 24 . 3)
Total liabilities
3
(1 ,19 4 . 0)
(1, 159.3)
Net assets
3
59 6 .7
518 . 0
Share capital
28
7. 3
7. 3
Share premium account
38 .1
3 8 .1
Capital redemption reserve
28
7. 6
7. 6
Translation reserve
16 . 2
29. 8
Other reserve
28
56.9
56 .9
Hedging reserve
1.8
1.7
Retained earnings
465.8
373 .9
Equity attributable to equity holders of the parent
593 .7
51 5 . 3
Non-controlling interests
34
3.0
2.7
Total equity
59 6.7
51 8 . 0
These consolidated financial statements were approved by the Board of Directors and authorised for issue on 3 March 2025.
They were signed on its behalf by:
Michael Speakman David Burke
Chief Executive Officer Chief Financial Officer
161Strategic report Governance Financial statements Additional information

Consolidated statement of changes in equity
For the year ended 31 December 2024
At 31 December 2022
7. 3
3 8 .1
7. 6
5 7. 9
56.9
–
3 26 .7
494. 5
2. 3
49 6. 8
Profit for the year
–
–
–
–
–
–
89. 4
89. 4
0.4
89. 8
Exchange movements on
translation of foreign operations
–
–
–
(28 .1)
–
–
–
(2 8 .1)
(0 . 2)
(28 . 3)
Cash flow hedge gain taken to
equity
–
–
–
–
–
1.9
–
1.9
–
1.9
Cash flow hedge transfers to
income statement
–
–
–
–
–
(0 . 2)
–
(0 . 2)
–
(0 . 2)
benefit pension schemes
–
–
–
–
–
–
(0. 2)
(0 . 2)
–
(0. 2)
Tax on remeasurements of
defined benefit pension
schemes
–
–
–
–
–
–
(0 .1)
(0 .1)
–
(0 .1)
income for the year, net of tax
–
–
–
(2 8 .1)
–
1.7
(0 . 3)
(2 6 .7)
(0. 2)
(26 . 9)
income for the year
–
–
–
(2 8 .1)
–
1.7
8 9 .1
62 .7
0.2
62 .9
Dividends
–
–
–
–
–
–
(2 7. 7)
(2 7. 7)
–
(2 7. 7)
Transactions with non-
controlling interests
–
–
–
–
–
–
(1 5 . 2)
(1 5 . 2)
0.2
(1 5 . 0)
Purchase of own shares for
ESOP trust
–
–
–
–
–
–
(3. 4)
(3 . 4)
–
(3 .4)
Share-based payments
–
–
–
–
–
–
4.4
4.4
–
4.4
At 31 December 2023
7. 3
3 8 .1
7. 6
29.8
56.9
1 .7
37 3. 9
51 5 . 3
2.7
518 . 0
Profit for the year
–
–
–
–
–
–
142. 3
142 . 3
0.4
142 .7
Exchange movements on
translation of foreign operations
–
–
–
(1 2.9)
–
–
–
(1 2.9)
(0 .1)
(1 3. 0)
on disposal of subsidiaries
–
–
–
(0.7)
–
–
–
(0 .7)
–
(0 .7)
Cash flow hedge gain taken to
equity
–
–
–
–
–
0 .1
–
0.1
–
0.1
benefit pension schemes
–
–
–
–
–
–
0.2
0. 2
–
0. 2
Tax on remeasurements of
defined benefit pension
schemes
–
–
–
–
–
–
(0 .1)
(0 .1)
–
(0. 1)
income for the year, net of tax
–
–
–
(1 3. 6)
–
0.1
0.1
(13.4)
(0 .1)
(13 . 5)
income for the year
–
–
–
(1 3. 6)
–
0.1
142 .4
12 8 . 9
0.3
129 . 2
Dividends
–
–
–
–
–
–
(34 .6)
(34 .6)
–
(34.6)
Purchase of own shares for
ESOP trust
–
–
–
–
–
–
(20 .1)
(2 0 .1)
–
(20 . 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
5 93.7
3.0
59 6 .7
Keller Group plc Annual Report and Accounts 2024
162

Profit before taxation
183. 9
12 5. 6
Non-underlying items
9
7. 5
27. 8
Finance income
10
(6 .6)
(1 . 8)
Finance costs
11
2 7. 8
29. 3
Underlying operating profit
3
212 . 6
18 0 . 9
Depreciation/impairment of property, plant and equipment
16
10 8 .7
111 . 8
Amortisation of intangible assets
15
0.1
0.4
Share of underlying post-tax results of joint ventures
17
(0. 5)
(0 . 8)
Profit on sale of property, plant and equipment
(12 . 8)
(4 . 4)
Other non-cash movements (including charge for share-based payments)
4.0
3.3
Foreign exchange gains
(4 . 2)
(2 .1)
Operating cash flows before movements in working capital and other underlying items
3 0 7. 9
2 8 9 .1
Decrease in inventories
10 . 4
26 . 8
(Increase)/decrease in trade and other receivables
(54.4)
1. 5
Increase/(decrease) in trade and other payables
71. 7
(25 .6)
Increase in provisions, retirement benefit and other non-current liabilities
30.9
12 .1
Cash generated from operations before non-underlying items
366 . 5
303. 9
Cash outflows from non-underlying items: ERP costs
(4 .9)
(7. 5)
Cash outflows from non-underlying items: contract disputes
–
(3.7)
Cash outflows from non-underlying items: restructuring costs
(4. 9)
(1 . 2)
Cash inflows from non-underlying items: claims for closed businesses
1.4
–
Cash generated from operations
358 .1
2 91 . 5
Interest paid
(20. 4)
(16 . 2)
Interest element of lease rental payments
(6 .2)
(5 .6)
Income tax paid
(65.6)
(7 2.7)
Net cash inflow from operating activities
26 5. 9
1 9 7. 0
Interest received
5.8
1. 8
Proceeds from sale of property, plant and equipment
29. 0
20.9
Disposal of businesses
5
(2.6)
1.3
Acquisition of businesses, net of cash acquired
5
(0 .9)
(0 . 2)
Acquisition of property, plant and equipment
16
(89. 0)
(9 4 . 3)
Acquisition of other intangible assets
15
–
(0 . 2)
Net cash outflow from investing activities
(57. 7)
(70 .7)
Debt issuance costs
(3. 5)
–
Increase in borrowings
–
241 . 2
Cash flows from derivative instruments
–
2. 0
Repayment of borrowings
(59.0)
(245 .1)
Payment of lease liabilities
(28. 0)
(28 . 3)
Transactions with non-controlling interest
–
(6 . 4)
Purchase of own shares for ESOP trust
(20 . 1)
(3. 4)
Dividends paid
13
(34.6)
(2 7. 7)
Net cash outflow from financing activities
(14 5. 2)
(67 . 7)
Net increase in cash and cash equivalents
63.0
58 .6
Cash and cash equivalents at beginning of year
149. 0
94. 2
Effect of exchange rate movements
(4 . 3)
(3. 8)
Cash and cash equivalents at end of year
21
2 0 7. 7
14 9 . 0
Consolidated cash flow statement
For the year ended 31 December 2024
163Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements
1 Corporate information
The consolidated financial statements of Keller Group plc and its
subsidiaries (collectively, the ‘Group’) for the year ended 31 December
2024 were authorised for issue in accordance with the resolution of the
Directors on 3 March 2025.
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 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 2024, the Group had undrawn committed and
uncommitted borrowing facilities totalling £447.4m, comprising the
undrawn committed £400m revolving credit facility and undrawn
uncommitted borrowing facilities of £47.4m, as well as cash and cash
equivalents of £207.7m. At 31 December 2024, the Group’s net debt to
underlying EBITDA ratio (calculated on an IAS 17 covenant basis) was 0.1x,
well within the limit of 3.0x.
The Group has prepared a forecast of financial projections for the three-
year period to 31 December 2027. The forecast underpins the going
concern assessment which has been made for the period through to
31 March 2026, 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 2027. 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 £19.9m over the period to 31 March
2026. 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 21.6% and an increase in net debt of 30.5% against the Group’s
latest forecast profit and cash flow projections for the review period
up to 31 March 2026, 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 2026, 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 on pages 48 to 65. 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.
Keller Group plc Annual Report and Accounts 2024
164

Changes in accounting policies and disclosures
New and amended standards and interpretations
The following applicable amendments became effective for annual periods
beginning on or after 1 January 2024:
• Amendments to IFRS 16 ‘Lease Liability in a Sale and Leaseback’.
• Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-Current’.
• Amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial
Instruments: Disclosures’.
The Group has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective.
Amendments to IFRS 16 ‘Lease Liability in a Sale and Leaseback’
The amendments in IFRS 16 specify the requirements that a seller-
lessee uses in measuring the lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognise any amount of
the gain or loss that relates to the right of use it retains. The amendments
had no impact on the Group’s financial statements.
Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-Current’
The amendments to IAS 1 specify the requirements for classifying
liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement.
• That a right to defer must exist at the end of the reporting period.
• That classification is unaffected by the likelihood that an entity will
exercise its deferral right.
• That only if an embedded derivative in a convertible liability is itself
an equity instrument would the terms of a liability not impact its
classification.
In addition, an entity is required to disclose when a liability arising from a
loan agreement is classified as non-current and the entity’s right to defer
settlement is contingent on compliance with future covenants within
12 months. The amendments have resulted in an additional disclosure
in note 26, but have not had an impact on the classification of the
Group’s liabilities.
Amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial
Instruments: Disclosures’
The amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial
Instruments: Disclosures’ clarify the characteristics of supplier finance
arrangements and require additional disclosure of such arrangements. The
disclosure requirements in the amendments are intended to assist users
of financial statements in understanding the effects of supplier finance
arrangements on an entity’s liabilities, cash flows and exposure to liquidity
risk. The amendments had no impact on the Group’s 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.
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
2024
2023
US dollar
1.28
1.24
Canadian dollar
1.75
1.68
Euro
1.18
1.15
Singapore dollar
1.71
1.67
Australian dollar
1.94
1.87
Year-end rates
2024
2023
US dollar
1.25
1.27
Canadian dollar
1.80
1.69
Euro
1.21
1.15
Singapore dollar
1.71
1.68
Australian dollar
2.02
1.87
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Notes to the consolidated financial statements continued
2 Material accounting policy information continued
Summary of material accounting policy information continued
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.
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.
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.
Keller Group plc Annual Report and Accounts 2024
166

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
(i.e. 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 (i.e. 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 (e.g. 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 (i.e. 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.
167Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
2 Material accounting policy information continued
Summary of material accounting policy information continued
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.
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
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.
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.
Keller Group plc Annual Report and Accounts 2024
168

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.
(c) Bank and other borrowings
Interest-bearing bank and other borrowings are recorded at the fair value
of the proceeds received, net of direct issue costs. 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.
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.
169Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
2 Material accounting policy information continued
Summary of material accounting policy information continued
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.
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.
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.
Keller Group plc Annual Report and Accounts 2024
170

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 2024, at an average revenue of approximately £540,000
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 £119.2m and contract liabilities are £115.2m at
31 December 2024.
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 £66.3m
(2023: £41.2m), 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 2024 (£4.3m) is higher than in 2023 (£2.8m), due
to the impact of the finance transformation project in the 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, growth rates and maintainable earnings
assumed within the calculation.
In 2024, management noted sensitivity in the headroom available for Keller
Canada and Keller Norway. The DCF for each CGU is sensitive to the future
successful execution of business plans to consistently meet forecasted
margins (which assumes an improvement in operating performance
compared with 2024) by improving project delivery and revenue growth.
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
£13.1m at 31 December 2024 (2023: £10.7m). 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.
171Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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.
2024
2023
1
North America
1,785.8
190.0
1,770.0
169.6
Europe and Middle East
835.1
7.9
808.0
9.8
Asia-Pacific
365.8
28.7
388.0
14.6
2,986.7
226.6
2,966.0
194.0
Central items
–
(14.0)
–
(13.1)
Underlying
2,986.7
212.6
2,966.0
180.9
Non-underlying items (note 9)
–
(7.5)
–
(27.8)
2,986.7
205.1
2,966.0
153.1
Depreciation
3
Tangible
4
and
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
2
282.6
(453.0)
(170.4)
–
2.1
4.1
1,790.7
(1,194.0)
596.7
88.4
108.8
572.6
2023
1
Depreciation
3
Tangible
4
and
North America
929.9
(302.9)
627.0
42.1
56.5
347.3
Europe and Middle East
390.6
(271.3)
119.3
36.2
40.5
169.2
Asia-Pacific
162.3
(91.0)
71.3
16.2
14.1
77.5
1,482.8
(665.2)
817.6
94.5
111.1
594.0
Central items
2
194.5
(494.1)
(299.6)
–
1.1
0.8
1,677.3
(1,159.3)
518.0
94.5
112.2
594.8
1 From 1 January 2024, the Middle East and Africa (MEA) business was transferred to the Europe Division, creating the Europe and Middle East Division, and the remaining Asia-Pacific, Middle East and
Africa Division became the Asia-Pacific Division. The 2023 comparative segmental information has been updated to reflect this change as it is consistent with the information reviewed by the Chief
Operating Decision Maker.
2 Central items include net debt and tax balances, which are managed by the Group.
3 Depreciation and amortisation excludes amortisation of acquired intangible assets.
4 Tangible and intangible assets comprise goodwill, intangible assets and property, plant and equipment.
Revenue analysed by country:
United States
1,612.5
1,644.0
Australia
246.4
279.4
Canada
171.7
125.2
Germany
168.9
146.3
Poland
101.3
88.4
United Kingdom
97.5
125.1
Other
588.4
557.6
2,986.7
2,966.0
Keller Group plc Annual Report and Accounts 2024
172

Non-current assets
1
analysed by country:
United States
349.0
342.6
Australia
52.9
62.3
Germany
51.4
52.4
Canada
37. 5
44.5
Austria
30.0
33.2
Other
144.9
131.1
665.7
666.1
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:
2024
2023
North America
1,457.5
328.3
1,785.8
1,355.0
415.0
1,770.0
Europe and Middle East
835.1
–
835.1
808.0
–
808.0
Asia-Pacific
365.8
–
365.8
388.0
–
388.0
2,658.4
328.3
2,986.7
2,551.0
415.0
2,966.0
Some of the 2023 comparative information in this note has been changed to reflect the changes in the Group’s segments as explained in note 3.
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 2024 from
performance obligations satisfied in previous periods is £24.9m (2023: £12.4m).
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 2024, the total order book is £1,610.0m (2023: £1,489.1m).
The order book for contracts with a total duration over one year is £578.3m (2023: £462.5m). Revenue on these contracts is expected to be recognised
as follows:
Less than one year
421.9
363.4
One to two years
130.5
93.3
More than two years
25.9
5.8
578.3
462.5
The following table provides information about trade receivables, contract assets and contract liabilities arising from contracts with customers:
Trade receivables
575.1
583.1
Contract assets
119.2
90.9
Contract liabilities
(115.2)
(90.9)
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 £137.7m
(2023: £156.9m) in respect of retentions anticipated to be receivable within one year. Included in non-current other assets is £33.7m (2023: £22.7m)
anticipated to be receivable in more than one year. All contract assets and liabilities are current.
173Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
4 Revenue continued
Significant changes in the contract assets and liabilities during the year are as follows:
2024
2023
As at 1 January
90.9
(90.9)
105.3
(85.6)
Revenue recognised in the current year
1,091.3
930.8
985.8
1,015.8
Disposed with businesses
(1.3)
0.9
(0.8)
–
Amounts transferred to trade receivables
(1,059.9)
–
(995.3)
–
not yet satisfied
–
(956.8)
–
(1,025.2)
Exchange movements
(1.8)
0.8
(4.1)
4.1
As at 31 December
119.2
(115.2)
90.9
(90.9)
5 Acquisitions and disposals
Acquisitions
There were no material acquisitions during the year to 31 December 2024 or during the year to 31 December 2023.
Disposals
Current year
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 relates 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.
Prior year
On 10 November 2023, the Group disposed of its Cyntech Tanks operation in Canada, a part of Cyntech Construction Ltd, for a total consideration
of £1.5m (CAD$2.6m), consisting of the sale price of £1.3m (CAD$2.2m) and further sale price adjustments to be paid from the Escrow amount of
£0.2m (CAD$0.4m). A non-underlying loss on disposal of £0.1m (CAD$0.2m) was recognised.
6 Operating costs
Raw materials and consumables
834.7
954.0
Staff costs
8
790.1
739.7
Other operating charges
839.6
779.0
Amortisation of intangible assets
15
0.1
0.4
Expenses relating to short-term leases and leases of low-value assets
202.2
184.7
Owned property, plant and equipment
16a
78.8
81.8
Right-of-use assets
16b
29.9
29.4
Underlying operating costs
2,775.4
2,769.0
Non-underlying items
9
10.6
22.5
Statutory operating costs
2,786.0
2,791.5
Fees payable to the company’s auditor for the audit of the company’s Annual Report and Accounts
1.5
1.4
The audit of the company’s subsidiaries, pursuant to legislation
2.1
2.1
Other assurance services
0.1
0.1
Underlying other operating income relates to profit on sale of property, plant and equipment of £12.8m (2023: £4.4m). Non-underlying other operating
income is discussed in note 9.
Keller Group plc Annual Report and Accounts 2024
174

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:
Additional provisions
21.0
29.4
Unused amounts reversed
(9.0)
(7.7)
Net impairment loss
12.0
21.7
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 2023 and 2024 financial years can be found in note 20 Trade and other receivables.
8 Employees
The aggregate staff costs of the Group were:
Wages and salaries
697.4
643.5
Social security costs
71.0
66.2
Other pension costs
17. 5
25.6
Share-based payments
4.2
4.4
790.1
739.7
These costs include Directors’ remuneration. Fees payable to Non-executive Directors totalled £0.6m (2023: £0.5m).
In the United States, the Coronavirus Aid, Relief, and Economic Security Act allowed employers to defer the payment of the employer’s share of social
security taxes otherwise required to be paid between 27 March and 31 December 2020. The payment of the deferred taxes is required in two instalments;
the first half was paid on 3 January 2022 and the remainder was paid on 3 January 2023.
The average number of staff, including Directors, employed by the Group during the year was:
North America
4,542
4,413
Europe and Middle East
3,403
3,643
Asia-Pacific
1,441
1,433
9,386
9,489
175Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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.
Exceptional restructuring costs
4.3
2.8
ERP implementation costs
4.0
7.5
Claims related to closed businesses
1.5
–
Loss on disposal of operations
0.8
0.1
Goodwill impairment
–
12.1
Impairment of trade receivables related to restructuring
–
0.4
loss on trade receivables and contract assets)
10.6
22.9
Amortisation of acquired intangible assets
3.3
5.1
Change in fair value of contingent consideration
(6.4)
–
Gain on sale of assets held for sale
–
(0.8)
Non-underlying items in other operating income
(6.4)
(0.8)
Amortisation of joint venture acquired intangibles
–
0.6
Total non-underlying items in operating profit
7.5
27.8
Non-underlying items in finance income
–
–
Total non-underlying items before taxation
7.5
27.8
Taxation
(2.7)
(3.0)
Total non-underlying items after taxation
4.8
24.8
Non-underlying items in operating costs
Exceptional restructuring costs
Exceptional restructuring costs comprises £4.4m 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 headcount restructuring and one-off set-up
costs for the shared service centres for the EME and APAC divisions. We anticipate incurring costs for the North America Division in 2025. Non-underlying
costs does not include operational post-implementation running costs for the shared service centres. Exceptional restructuring costs also includes a
£0.1m credit from a reduction in a restructuring provision recognised as a non-underlying cost in a prior period.
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 2024 (£4.3m) is higher
than in 2023 (£2.8m).
In 2023, exceptional restructuring costs of £2.8m comprised of £0.5m related to the exit from Kazakhstan, and £2.3m related to the closure of the
Egypt business.
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. As this is a complex implementation, project costs are expected to be incurred for a further three years. Non-
underlying ERP costs of £4.0m (2023: £7.5m) 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.
Keller Group plc Annual Report and Accounts 2024
176

Loss on disposal of operations
As explained in note 5, the Group disposed of its South African operation in the period, recognising a loss on disposal of £0.8m.
In 2023, the Group disposed of its Cyntech Tanks operation in Canada, a part of Cyntech Construction Ltd, for a total consideration of £1.5m, consisting
of the sale price of £1.3m and further sale price adjustments to be paid from the Escrow amount of £0.2m. A loss on disposal of £0.1m was recognised.
Claims related to closed businesses
Claims related to closed businesses of £1.5m (2023: £nil) reflects increased provisions for customer claims for businesses no longer operating.
Goodwill impairment
In 2023, the goodwill impairment of £12.1m related to Keller Limited, the UK Foundations business, following uncertainty over the future profitability of the
cash-generating unit after the completion of a substantial customer contract.
Amortisation of acquired intangible assets
Amortisation of acquired intangible assets of £3.3m relates to the amortisation charge on assets acquired in the RECON, GKM, Moretrench and NWF
acquisitions. The amortisation of acquired intangible assets in 2023 of £5.1m relates 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
Non-underlying other operating income of £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) and the acquisitions of GKM Consultants and NWF.
Refer to note 26 for further detail.
Gain on disposal of assets held for sale
During 2023, the gain on disposal of assets held for sale of £0.8m related primarily to the sale of assets owned by the now-closed Waterway business in
Australia. Impairment charges for these assets had previously been charged to non-underlying items in prior periods and therefore the corresponding
profit on disposal of the assets is also recognised as a non-underlying item.
Amortisation of joint venture acquired intangibles
In 2023, the amortisation of joint venture intangibles related to NordPile, an acquisition by the Group’s joint venture interest KFS Finland Oy on
8 September 2021.
Non-underlying taxation
Refer to note 12 for details of the non-underlying tax items.
10 Finance income
Bank and other interest receivable
6.1
1.6
Net pension interest income
0.2
–
Other finance income
0.3
0.2
Underlying finance income
6.6
1.8
Total finance income
6.6
1.8
177Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
11 Finance costs
Interest payable on bank loans and overdrafts
1.4
12.6
Interest payable on other loans
17.3
8.6
Interest on lease liabilities
6.2
5.6
Net pension interest cost
0.4
0.3
Other interest costs
1.9
1.8
Total interest costs
27.2
28.9
Unwinding of discount on provisions
0.6
0.4
Total finance costs
27.8
29.3
12 Taxation
Current year
64.0
54.6
Prior years
–
0.4
Total current tax
64.0
55.0
Current year
(23.0)
(18.7)
Prior years
0.2
(0.5)
Total deferred tax
(22.8)
(19.2)
41.2
35.8
UK corporation tax is calculated at 25% (2023: 23.5%) 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% (2023: 23.5%) as follows:
2024
2023
Profit/(loss) before tax
191.4
(7.5)
183.9
153.4
(27.8)
125.6
UK corporation tax charge/(credit) at 25% (2023: 23.5%)
47.9
(1.9)
46.0
36.0
(6.5)
29.5
Tax charged at rates other than 25% (2023: 23.5%)
5.0
–
5.0
4.3
(0.2)
4.1
Tax losses and other deductible temporary differences not recognised
2.7
–
2.7
10.1
0.6
10.7
previously unrecognised
(9.3)
–
(9.3)
(7.4)
–
(7.4)
Permanent differences
(3.6)
(0.8)
(4.4)
(4.3)
3.1
(1.2)
Adjustments to tax charge in respect of previous periods
0.2
–
0.2
(0.1)
–
(0.1)
Other
1.0
–
1.0
0.2
–
0.2
Tax charge/(credit)
43.9
(2.7)
41.2
38.8
(3.0)
35.8
Effective tax rate
22.9%
35.3%
22.4%
25.3%
10.6%
28.5%
The decrease in the effective tax rate on underlying profits to 23% from the 2023 rate of 25% is largely due to increased profits in Australia where a limited
deferred tax asset was previously booked for carry-forward losses.
The tax credit of £2.7m 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 2024 on non-underlying items is higher than
the effective tax rate on underlying items largely due to the credit resulting from the change in the fair value of contingent consideration, which is not
subject to tax.
Keller Group plc Annual Report and Accounts 2024
178

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.
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 have 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
2024 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
1
At 1 January 2023
14.5
(10.9)
3.2
6.1
10.1
(13.2)
9.8
Credit/(charge) to the income statement
(3.1)
11.9
(0.7)
6.7
(2.8)
7. 2
19.2
Charge to other comprehensive income
–
–
(0.1)
–
–
–
(0.1)
Exchange movements
(0.7)
–
(0.1)
(0.4)
(0.3)
1.6
0.1
At 31 December 2023
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
1 Other temporary differences are mainly in respect of intangible assets and contract provisions.
The movement from a net deferred tax asset of £29.0m at 31 December 2023 to £52.1m at 31 December 2024 is largely as a result of the timing of the
deductibility of R&D expenditure for US tax purposes. R&D expenditure is deferred for tax purposes and amortised over five years.
The following is the analysis of the deferred tax balances:
Deferred tax assets
61.5
36.8
Deferred tax liabilities
(9.4)
(7.8)
52.1
29.0
Deferred tax assets include amounts of £61.5m (2023: £36.8m) 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 (£51.2m), Australia (£6m), Canada (£2.1m),
India (£1.4m) and the UK (£0.8m), with the assets recognised in Australia, Canada and the UK 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 £201m, £20m, £8m, £5.5m and
£3.2m. Canadian tax rules currently allow tax losses to be carried forward up to 20 years. Australia and the UK allow losses to be carried forward indefinitely.
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 £101.7m (2023: £137.6m), 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, £59.1m (2023: £84.0m) may be
carried forward indefinitely. Of the remaining losses, £17.3m expire in 2025, £1.4m expire in 2028 and £23.9m 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 £18.1m
(2023: £4.4m). These differences have no expiry term.
At the balance sheet date the aggregate of temporary differences associated with investments in subsidiaries, branches and joint ventures for which
no deferred tax liability has been recognised is £457.9m (2023: £373.9m), on the basis that the Group can control the reversal of temporary differences
and it is probable that the temporary differences will not reverse in the foreseeable future. The unprovided deferred tax liability in respect of these timing
differences is £10.5m (2023: £10.0m) .
179Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
13 Dividends payable to equity holders of the parent
Ordinary dividends on equity shares:
Final dividend for the year ended 31 December 2023 of 31.3p (2022: 24.5p) per share
22.6
17.7
Interim dividend for the year ended 31 December 2024 of 16.6p (2023: 13.9p) per share
12.0
10.0
34.6
27.7
The Board has recommended a final dividend for the year ended 31 December 2024 of £23.6m, representing 33.1p (2023: 31.3p) per share. The
proposed dividend is subject to approval by shareholders at the Annual General Meeting on 14 May 2025 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:
2024
2023
2024
2023
Basic and diluted earnings (£m)
147.1
114.2
142.3
89.4
Weighted average number of ordinary shares (m)
1
Basic number of ordinary shares outstanding
72.1
72.8
72.1
72.8
Share options and awards
1.5
1.4
1.5
1.4
Diluted number of ordinary shares outstanding
73.6
74.2
73.6
74.2
Basic earnings per share (p)
204.0
156.9
197.4
122.8
Diluted earnings per share (p)
199.9
153.9
193.3
120.5
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.
Keller Group plc Annual Report and Accounts 2024
180

15 Goodwill and intangible assets
At 1 January 2023
248.2
34.8
47.9
27.1
358.0
Additions
–
–
–
0.2
0.2
Exchange movements
(9.6)
(2.0)
(2.7)
(0.2)
(14.5)
At 31 December 2023 and 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
233.8
32.2
44.3
26.4
336.7
At 1 January 2023
122.9
29.0
41.7
26.5
220.1
Impairment charge for the year
12.1
–
–
–
12.1
Amortisation charge for the year
–
1.7
3.4
0.4
5.5
Exchange movements
(4.0)
(1.8)
(2.5)
(0.3)
(8.6)
At 31 December 2023 and 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
126.2
30.4
42.9
26.0
225.5
At 1 January 2023
125.3
5.8
6.2
0.6
137.9
At 31 December 2023 and 1 January 2024
107.6
3.9
2.6
0.5
114.6
At 31 December 2024
107.6
1.8
1.4
0.4
111.2
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 2024. Assets disposed of during 2024 related mainly to the South African business.
For the purposes of impairment testing, goodwill has been allocated to six (2023: seven) separate cash-generating units (CGUs). The carrying amount of
goodwill allocated to the five CGUs with the largest goodwill balances is significant in comparison to the total carrying amount of goodwill and comprises
99% of the total (2023: 99%). 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:
discount rate
1
discount rate
1
CGU
Geographical segment
Keller US
North America
50.1
14.9
2.0
49.4
15.2
2.0
Suncoast
North America
34.4
14.8
2.0
33.9
15.2
2.0
Keller Canada
North America
12.4
13.6
2.0
13.2
13.8
2.0
Other
North America and Europe
10.7
11.1
107.6
107.6
1 Pre-tax discount rates and forecast growth rates are defined by market.
181Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
15 Goodwill and intangible assets continued
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.
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 most important factors in the value-in-use calculations are the forecast revenues and operating margins during the forecast period, the
growth rates and discount rates applied to future cash flows. The key assumptions underlying the cash flow forecasts are revenue and operating margins
assumed throughout the forecast period. Revenue and operating margins are prepared as part of the Group’s three-year forecast in line with the Group’s
annual business planning process. The Group’s budget for 2025 and financial projections for 2026 and 2027 were approved by the Board, and have been
used as the basis for input into the value-in-use calculation.
Management considers all the forecast revenues, margins and profits 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. Cash flows beyond 2027 which
are deemed to be on a continuing basis have been extrapolated using the forecast growth rates 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. 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.
Management’s assessment for Keller Canada and Keller Norway (net book value of £4.2m presented in other CGUs in the table above) are sensitive to
the future successful execution of each CGU’s business plans to consistently meet forecasted margins (which assumes a continued improvement in
operating performance) by improving project delivery and revenue growth. The estimated recoverable amounts for Keller Canada and Keller Norway
exceed their carrying values by £22.3m and £0.4m respectively. For Keller Canada, the forecasted annual operating profit margin for 2025 to 2027
would need to decrease by 410 basis points in each respective year to result in a full impairment of the carrying value of the goodwill. For Keller Norway,
the forecasted annual operating profit margin for 2025 to 2027 would need to decrease by 260 basis points in each respective year to result in a full
impairment of the carrying value of the goodwill.
For the remaining 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.
Increase in
1
Reduction in
1
CGU
Geographical segment
Keller US
North America
66.7
n/a
111.9
Suncoast
North America
47.7
145.9
103.5
Keller Canada
North America
8.2
10.3
52.3
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.
Property, plant and equipment – owned assets
16a
371.5
394.9
Right-of-use assets – leased assets
16b
89.9
85.3
At 31 December
461.4
480.2
Keller Group plc Annual Report and Accounts 2024
182

16 a) Property, plant and equipment – owned assets
At 1 January 2023
76.2
1,018.1
11.2
1,105.5
Additions
4.3
85.3
4.7
94.3
Transfer from leased assets (note 16b)
–
0.8
–
0.8
Disposals
(0.6)
(69.8)
(0.1)
(70.5)
Net transfers to held for sale
–
(1.7)
–
(1.7)
Disposed with businesses
–
(0.8)
–
(0.8)
Reclassification
1.2
5.8
(7.0)
–
Exchange movements
(2.5)
(37.3)
(0.6)
(40.4)
At 31 December 2023 and 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
2
(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
77.6
998.6
9.2
1,085.4
At 1 January 2023
25.4
670.6
–
696.0
Charge for the year
3.1
78.7
–
81.8
Disposals
(0.2)
(57.3)
–
(57.5)
Net transfers to held for sale
–
(0.2)
–
(0.2)
Disposed with businesses
–
(0.4)
–
(0.4)
Exchange movements
(0.8)
(26.6)
–
(27.4)
At 31 December 2023 and 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
27.4
686.5
–
713.9
At 1 January 2023
50.8
347.5
11.2
409.5
At 31 December 2023 and 1 January 2024
51.1
335.6
8.2
394.9
At 31 December 2024
50.2
312.1
9.2
371.5
1 The carrying amounts 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 and the Cyntech Tanks operation in Canada in 2023 as detailed in note 5.
The Group had contractual commitments for the acquisition of property, plant and equipment of £16.9m (2023: £12.0m) at the balance sheet date.
These amounts were not included in the balance sheet at the year end.
183Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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:
At 1 January 2023
44.1
32.9
77.0
Additions
18.0
15.9
33.9
Acquired with businesses
–
(0.8)
(0.8)
Depreciation expense
(14.7)
(14.7)
(29.4)
Impairment expense
(0.6)
–
(0.6)
Contract modifications
7.3
1.4
8.7
Exchange movements
(2.1)
(1.4)
(3.5)
At 31 December 2023 and 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
53.5
36.4
89.9
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.
At 1 January 2024
4.5
Share of underlying post-tax results
0.5
Share of non-underlying post-tax results (note 9)
–
Exchange movements
(0.2)
At 31 December 2024
4.8
At 1 January 2023
4.4
Share of underlying post-tax results
0.8
Share of non-underlying post-tax results (note 9)
(0.6)
Exchange movements
(0.1)
At 31 December 2023
4.5
In 2024, KFS Finland Oy earned total revenue of £30.2m (2023: £19.0m) and a statutory profit after tax for the year of £0.5m (2023: £0.2m).
The joint venture had no contingent liabilities or commitments as at 31 December 2024 (2023: £nil).
Keller Group plc Annual Report and Accounts 2024
184

Aggregate amounts relating to joint ventures:
2024
2023
Revenue
30.2
–
30.2
19.0
–
19.0
Operating costs
1
(29.6)
–
(29.6)
(18.0)
(0.6)
(18.6)
Operating profit/(loss)
0.6
–
0.6
1.0
(0.6)
0.4
Finance costs
(0.1)
–
(0.1)
(0.2)
–
(0.2)
Profit/(loss) before taxation
0.5
–
0.5
0.8
(0.6)
0.2
Taxation
–
–
–
(0.1)
0.1
–
Share of post-tax results
0.5
–
0.5
0.7
(0.5)
0.2
1 Included within operating costs is depreciation on owned assets of £0.9m (2023: £0.9m).
KFS Finland Oy (100% of results)
Group’s portion of the joint venture
Non-current assets
15.4
16.0
7.7
8.0
Cash and cash equivalents
2.8
3.2
1.4
1.6
Other current assets
8.2
3.0
4.1
1.5
Total assets
26.4
22.2
13.2
11.1
Other current liabilities
(8.6)
(3.8)
(4.3)
(1.9)
Non-current loans and borrowings
(7.8)
(9.0)
(3.9)
(4.5)
Other non-current liabilities
(0.4)
(0.4)
(0.2)
(0.2)
Total liabilities
(16.8)
(13.2)
(8.4)
(6.6)
Net assets
9.6
9.0
4.8
4.5
18 Other non-current assets
Non-qualifying deferred compensation plan assets
23.0
20.5
Customer retentions
33.7
22.7
Other assets
1.3
1.6
Insurance receivables
30.3
22.0
88.3
66.8
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 2024, non-current assets in relation to the investments held in the trust were £23.0m (2023: £20.5m). The fair value movement on these
assets was £2.1m (2023: £2.2m). During the period proceeds from the sale of NQ-related investments were £nil (2023: £nil). At 31 December 2024, non-
current liabilities in relation to the participant investments were £15.6m (2023: £14.3m). These are accounted for as financial liabilities at fair value through
profit or loss. The fair value movement on these liabilities was £2.1m (2023: £2.6m). During the year £1.2m (2023: £0.6m) of compensation was deferred.
Further details on insurance receivables are given in note 24.
185Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
19 Inventories
Raw materials and consumables
49.2
58.9
Work in progress
1.1
1.0
Finished goods
31.3
33.4
81.6
93.3
During 2024, £2.0m (2023: £1.3m) 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.
During 2024, inventory balances decreased by £11.7m (2023: £31.1m increase), which was made up of cash flow movements of £10.4m (2023: £26.8m),
foreign exchange movements of £1.2m (2023: £4.2m) and other non-cash movements of £0.1m (2023: £0.1m).
20 Trade and other receivables
Trade receivables
575.1
583.1
Contract assets
119.2
90.9
Other receivables
23.7
21.7
Prepayments
41.0
26.1
Fair value of derivative financial instruments
0.1
–
759.1
721.8
During 2024, trade and other receivable balances increased by £37.3m (2023: £42.8m decrease), which was made up of cash flow movements of £(54.4)m
(2023: £1.5m), foreign exchange movements of £5.9m (2023: £33.0m) and other non-cash movements of £11.2m (2023: £8.3m).
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:
At 1 January
45.1
36.0
Used during the year
(2.7)
(10.8)
Additional provisions
21.0
29.4
Unused amounts reversed
(9.0)
(7.7)
Disposal of businesses
(1.3)
–
Exchange movements
(0.8)
(1.8)
At 31 December1
52.3
45.1
1 Of this amount £27.0m (2023: £16.8m) is subject to enforcement activity
Keller Group plc Annual Report and Accounts 2024
186

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:
Expected credit loss rate
1%
1%
2%
1%
64%
8%
Estimated total gross carrying amount at default
120.8
461.0
80.1
52.6
65.9
659.6
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
454.3
78.6
52.2
23.8
608.9
Expected credit loss rate
1%
1%
1%
46%
1%
7%
Estimated total gross carrying amount at default
92.2
402.8
109.8
79.1
57.9
649.6
Allowance for expected credit loss
(1.3)
(5.9)
(1.0)
(36.6)
(0.3)
(43.8)
Carry amount as shown in the balance sheet
90.9
396.9
108.8
42.5
57.6
605.8
The Group’s expected credit loss rate for trade receivables and non-current customer retentions that were more than 90 days past due increased
from 46% in 2023 to 64% in 2024. This was as a result of specific provisions that were provided in relation to both customers struggling financially and
contractual disputes leading to failure of recovery. The other expected credit loss rates were in line with the prior year.
21 Cash and cash equivalents
Bank balances
116.1
105.2
Short-term deposits
91.6
46.2
Cash and cash equivalents in the balance sheet
207.7
151.4
Bank overdrafts
–
(2.4)
Cash and cash equivalents in the cash flow statement
207.7
149.0
Cash and cash equivalents include £5.0m (2023: £4.4m) of the Group’s share of cash and cash equivalents held by joint operations, and £nil (2023: £1.1m)
of restricted cash which is subject to local country restrictions as it is held as collateral in support of bank guarantees.
22 Assets held for sale
Plant and machinery
9.2
1.6
9.2
1.6
During 2024, £12.9m (2023: £1.5m) of assets were transferred from Property, plant and equipment to Assets held for sale. Of these, an asset in North
America with £nil Net book value (2023: £1.1m) and £2.4m of the Austral assets in APAC were disposed of for a total cash consideration of £6.5m resulting
in a gain from the disposal of assets of £4.1m, which is included in operating costs.
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.
187Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
23 Trade and other payables
Trade payables
168.0
155.5
Other taxes and social security payable
17. 2
16.8
Other payables
164.7
153.0
Contract liabilities
115.2
90.9
Accruals
142.9
137.1
Fair value of derivative financial instruments
0.7
0.3
608.7
553.6
Other payables includes contingent and deferred consideration of £0.6m (2023: £1.7m), interest payable of £6.0m (2023: £6.1m), non-qualifying
compensation plan liabilities of £1.4m (2023: £3.3m) and contract specific accruals of £131.3m (2023: £119.1m).
During 2024, trade and other payable balances increased by £55.1m (2023: £32.0m decrease), which was made up of cash flow movements of £71.7m
(2023: £25.6m), foreign exchange movements of £(9.5)m (2023: £22.0m) and other non-cash movements of £(7.1)m (2023: £(15.6)m).
24 Provisions
As at 31 December 2023
9.6
6.1
41.2
73.4
2.5
132.8
Charge for the year
3.4
2.2
43.4
28.2
0.7
77.9
Used during the year
(1.8)
(3.5)
(11.6)
(7.3)
(0.6)
(24.8)
Unused amounts reversed
(0.1)
(0.1)
(5.9)
(4.1)
–
(10.2)
Unwinding of discount
–
–
–
0.6
–
0.6
Exchange movements
(0.1)
(0.7)
(0.8)
(0.2)
–
(1.8)
At 31 December 2024
11.0
4.0
66.3
90.6
2.6
174.5
Current
4.2
3.6
52.5
22.6
2.3
85.2
Non-current
6.8
0.4
13.8
68.0
0.3
89.3
At 31 December 2024
11.0
4.0
66.3
90.6
2.6
174.5
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 2024, the provision in respect of workers’ compensation was £7.2m (2023: £6.5m). 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 2024, the provision in respect of long service leave was £2.1m (2023: £2.0m). 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 £1.7m (2023: £0.8m) 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.
Keller Group plc Annual Report and Accounts 2024
188

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 2024 included amounts provided in the year for senior management changes, the majority of which have been utilised by
year end.
The restructuring provisions in 2023 included amounts provided in the year for the exit from the Egypt business, as well as amounts not yet settled from
restructuring projects provided in the prior year.
Contract provisions
Contract provisions include onerous contracts where the forecast costs of completing the contract exceed the revenue and provision for potential
remediation 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 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.
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 three to 15 years across the Group.
189Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
25 Other non-current liabilities
Non-qualifying compensation plan liabilities
15.6
14.3
Other liabilities
3.0
8.9
18.6
23.2
Other liabilities include deferred and contingent consideration of £2.6m (2023: £8.9m).
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 sterling and 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 2024, the fair value of outstanding foreign exchange forward contracts was £0.7m (2023: £0.3m) 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 2024, 100% (2023: 99%) 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 2024 (2023: 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.
Keller Group plc Annual Report and Accounts 2024
190

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 expiring in June 2029.
In June 2024, the Group completed the refinancing of its core £375m revolving credit facility, which was set to expire in November 2025, replacing it with a new
£400m facility that will expire in June 2029 (the ‘RCF’). The RCF has 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. The RCF remained undrawn at 31 December 2024.
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 £47.4m (2023: £50.2m).
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 value of the $120m and $180m private placement
liabilities at 31 December 2024 were £95.7m and £143.6m, 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
Non-qualifying deferred compensation plan
23.2
20.5
Trade receivables
575.1
583.1
Contract assets
119.2
90.9
Cash and cash equivalents
207.7
151.4
Contingent consideration payable
(3.2)
(10.0)
Forward contracts
(0.7)
(0.3)
Trade payables
(168.0)
(155.5)
Contract liabilities
(115.2)
(90.9)
Bank and other loans
(236.6)
(297.1)
Lease liabilities
(98.0)
(91.6)
Deferred consideration payable
–
(0.7)
191Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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:
Bank loans and overdrafts
1.4
(0.3)
(0.1)
–
–
(0.4)
(0.4)
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)
Contingent consideration
–
(0.6)
(1.0)
(2.0)
–
(3.6)
(3.2)
(332.6)
(43.5)
(88.9)
(290.7)
(755.7)
(621.0)
Bank loans and overdrafts
2.5
(2.8)
(0.4)
(0.1)
–
(3.3)
(3.2)
placements
6.0
(76.5)
(15.1)
(45.4)
(287.9)
(424.9)
(293.9)
Lease liabilities
–
(31.0)
(24.4)
(36.7)
(16.3)
(108.4)
(91.6)
Contract liabilities
–
(90.9)
–
–
–
(90.9)
(90.9)
Trade payables
–
(155.5)
–
–
–
(155.5)
(155.5)
Contingent consideration
–
(1.7)
(3.0)
(7.4)
–
(12.1)
(10.7)
(358.4)
(42.9)
(89.6)
(304.2)
(795.1)
(645.8)
Loans and borrowings analysis
$75m private placement (due December 2024)
–
(59.0)
$120m private placement (due August 2030)
(95.7)
(94.2)
$180m private placement (due August 2033)
(143.6)
(141.2)
Deferred financing costs
3.1
0.5
Bank overdrafts
–
(2.4)
Other bank borrowings
(0.4)
(0.8)
Lease liabilities (note 27)
(98.0)
(91.6)
Total loans and borrowings
(334.6)
(388.7)
The Group has substantial borrowing facilities available to it. The undrawn committed facilities available at 31 December 2024 amounted to £400.0m
(2023: £377.8m), this is the Group’s unutilised £400m revolving credit facility, which expires on 4 June 2029. In addition, the Group had undrawn
uncommitted borrowing facilities totalling £47.4m at 31 December 2024 (2023: £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 (2023: £nil) are secured against certain
assets. Future obligations under finance leases on a former IAS 17 basis totalled £0.6m (2023: £0.5m), including interest of £0.1m (2023: £0.1m).
Keller Group plc Annual Report and Accounts 2024
192

Changes in loans and borrowings were as follows:
Other
1
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.
Changes in loans and borrowings in the prior year were as follows:
Other
1
Bank overdrafts
(6.9)
4.5
–
–
–
–
(2.4)
Bank loans
(249.5)
244.5
(1.1)
–
5.3
–
(0.8)
Private placements
(62.0)
(241.2)
0.6
–
8.7
–
(293.9)
Other loans
(0.6)
0.6
–
–
–
–
–
Lease liabilities (note 27)
(81.0)
33.9
(14.3)
(33.9)
3.7
–
(91.6)
Total loans and borrowings
(400.0)
42.3
(14.8)
(33.9)
17.7
–
(388.7)
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 2024, the Group held foreign exchange forward contracts to hedge exposures to changes in foreign currency rates. The net value of
instruments held was £0.7m (2023: £0.3m).
Carrying amount
Change in fair
Forward exchange forwards
(0.7)
–
–
–
–
(0.7)
–
(0.7)
Carrying amount
Change in fair
Asset
1
Forward exchange forwards
(0.3)
–
–
–
–
(0.3)
–
(0.3)
193Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
26 Financial instruments continued
Fair value hedges
At 31 December 2024, the Group held no instruments to hedge exposures to changes in interest rates (2023: £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 2024 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:
At 1 January
10.7
1.9
Non-controlling interest (note 34)
–
9.3
Paid during the period
(0.9)
(0.2)
Fair value in the income statement during the period (note 9)
(6.4)
–
Exchange movements
(0.2)
(0.3)
At 31 December
3.2
10.7
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 2024 was £3.2m (SAR 15.1m).
On 1 May 2022, the Group acquired GKM Consultants Inc. Contingent consideration was payable dependent on the cumulative EBITDA in the three-
year period post acquisition. There was no contingent consideration remaining as at 31 December 2024. On 15 November 2022, the Group acquired
Nordwest Fundamentering AS and the fair value of the remaining deferred contingent consideration payable relating to this acquisition was also £nil as at
31 December 2024.
Total contingent and deferred consideration of £0.9m was paid during the period. £0.7m was paid in respect of the acquisition of the 35% interest in the
voting shares of Keller Company Limited in 2023 and £0.2m was paid in respect of the Voges Drilling acquisition in 2021.
In 2024, fair value movements of £6.4m related to a fair value adjustment of £5.2m related to Keller Company Limited, £0.8m related to GKM and £0.4m
related to Nordwest Fundamentering AS. There were no fair value movements during 2023.
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.
Keller Group plc Annual Report and Accounts 2024
194

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:
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
Fixed rate financial liabilities
–
(236.2)
(0.4)
–
–
–
(236.6)
Floating rate financial liabilities
–
–
–
–
–
–
–
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
8.2
371.5
39.6
60.2
19.6
76.0
575.1
Trade payables
(6.9)
(82.9)
(27.2)
(5.6)
(3.7)
(41.7)
(168.0)
GBP
USD
EUR
CAD
AUD
Other
Total
Weighted average fixed debt interest rate (%)
–
6.0
1.4
–
–
–
5.9
Weighted average fixed debt period (years)
–
6.7
1.3
–
–
–
6.9
Fixed rate financial liabilities
–
(293.9)
(0.8)
–
–
–
(294.7)
Floating rate financial liabilities
–
(1.4)
(1.0)
–
–
–
(2.4)
Lease liabilities
(2.1)
(57.8)
(10.2)
(5.6)
(3.7)
(12.2)
(91.6)
Cash and cash equivalents
59.7
14.6
17.5
6.2
6.7
46.7
151.4
Net debt
57.6
(338.5)
5.5
0.6
3.0
34.5
(237.3)
Trade receivables
6.8
375.7
38.1
46.0
26.0
90.5
583.1
Trade payables
(4.6)
(71.2)
(24.4)
(3.3)
(4.0)
(48.0)
(155.5)
Sensitivity analysis
At 31 December 2024, 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 one percentage point in interest rates would have increased the Group’s profit before taxation by
approximately £0.1m (2023: £nil).
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 £21m for the year ended 31 December 2024 (2023: £14m). The estimated
impact of a 10 percentage point decrease in the value of sterling is an increase of £26m (2023: £17m) 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.
195Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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:
At 1 January
91.6
81.0
Additions
26.4
33.9
Contract modifications
8.8
8.7
Interest expense
6.2
5.6
Payments
(34.2)
(33.9)
Exchange movements
(0.8)
(3.7)
At 31 December
98.0
91.6
Current
27.5
25.9
Non-current
70.5
65.7
28 Share capital and reserves
73,099,735 ordinary shares of 10p each (2023: 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 2024, the total number of shares held in treasury was 123,153 (2023: 323,133).
During the year to 31 December 2024, 1,454,195 ordinary shares were purchased by the Keller Group Employee Benefit Trust (2023: 500,000 purchased)
to be used to satisfy future obligations of the company under the Keller Group plc Long-Term Incentive Plan and 426,686 shares were utilised to satisfy the
obligation in the year (2023: 515,119). This brings the total ordinary shares held by the Employee Benefit Trust to 1,564,680 (2023: 537,171). The cost of
the market purchases was £20.1m (2023: £3.4m).
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:
Short-term employee benefits
8.5
8.2
Post-employment benefits
0.3
0.3
8.8
8.5
Other related party transactions
As at 31 December 2024, there was a net balance of £nil (2023: £0.1m) 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 £16.9m (2023: £12.0m) and relates to property, plant and
equipment purchases.
Keller Group plc Annual Report and Accounts 2024
196

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 2024, the Group had outstanding standby letters of credit and surety bonds for the Group’s captive and other global insurance
arrangements totalling £34.8m (2023: £24.5m). 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 2024, the Group has
£167.1m outstanding related to performance and advanced payment bonds (2023: £182.7m). 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 2024, the Group had no contingent assets (2023: £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:
Outstanding at 1 January 2023
1,977,177
Granted during 2023
840,572
Lapsed during 2023
(208,543)
Exercised during 2023
(520,940)
Outstanding at 31 December 2023 and 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
1,994,506
Exercisable at 1 January 2023
–
Exercisable at 31 December 2023 and 1 January 2024
–
Exercisable at 31 December 2024
–
The average share price during the year was 1,298.7p (2023: 756.5p).
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:
2024
2023
Share price at grant
1,006.0p
660.0p
Weighted average exercise price
0.0p
0.0p
Expected volatility
31.5%
39.6%
Expected life
3 years
3 years
Risk-free rate
4.2%
3.22%
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 £4.2m (2023: £4.5m) related to equity-settled, share-based payment transactions.
The weighted average fair value of options granted in the year was 1,298.7p (2023: 756.5p). Options outstanding at the year end have a weighted average
remaining contractual life of 1.2 years (2023: 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 2024, 1,564,680
(2023: 537,171) ordinary shares were held by the Trust with a value of £20.5m (2023: £3.9m).
197Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
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 2024 (2023: £nil). The total UK defined contribution pension charge for the year was £1.7m (2023: £1.8m).
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 £9.0m (2023: £8.6m).
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 11.5% (2023: 11.0%). The total Australian pension charge
for the year was £5.1m (2023: £4.8m).
Details of the Group’s defined benefit schemes are as follows:
German
1
,
German
1
,
Present value of the scheme liabilities
(37.0)
(41.8)
(15.2)
(16.2)
Fair value of assets
43.3
46.0
–
–
Surplus/(deficit) in the scheme
6.3
4.2
(15.2)
(16.2)
Irrecoverable surplus
(6.3)
(5.7)
–
–
Net defined benefit liability
–
(1.5)
(15.2)
(16.2)
1 Included in this balance is £3.7m (2023: £3.6m) 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 2024 and the committed payments under the Schedule
of Contributions agreed on 15 December 2023, there is an irrecoverable surplus of £6.3m (2023: £5.7m). 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.
Keller Group plc Annual Report and Accounts 2024
198

The value of the scheme liabilities has been determined by the actuary using the following assumptions:
Discount rate
5.6
4.6
3.3
3.4
Interest on assets
5.6
4.6
–
–
Rate of increase in pensions in payment
3.6
3.5
2.5
2.5
Rate of increase in pensions in deferment
2.8
2.8
2.6
6.9
Rate of inflation
3.5
3.4
2.6
6.9
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:
Male currently aged 65
21.3
21.2
22.5
22.4
Female currently aged 65
24.1
24.0
25.4
25.3
The assets of the schemes were as follows:
Equities
2.2
6.6
–
–
Target return funds
1
14.0
6.0
–
–
Bonds
20.4
18.7
–
–
Liability driven investing (LDI) portfolios
2
6.4
14.0
–
–
Cash
0.3
0.7
–
–
43.3
46.0
–
–
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.
199Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
33 Retirement benefit liabilities continued
German
1
,
German
1
,
Opening balance
(41.8)
(39.0)
(16.2)
(16.7)
Current service cost
–
–
(0.7)
(1.2)
Interest cost
(1.8)
(1.8)
(0.4)
(0.5)
Benefits paid
2.3
2.1
1.2
1.7
Exchange movements
–
–
0.6
0.5
Experience loss on defined benefit obligation
(0.1)
(1.0)
–
–
Changes to demographic assumptions
–
(0.7)
–
–
Changes to financial assumptions
4.4
(1.4)
0.3
–
Closing balance
(37.0)
(41.8)
(15.2)
(16.2)
Opening balance
46.0
42.2
–
–
Interest on assets
2.0
2.0
–
–
Administration costs
(0.2)
(0.3)
–
–
Employer contributions
1.6
2.9
–
–
Benefits paid
(2.3)
(2.1)
–
–
Return on plan assets less interest
(3.8)
1.3
–
–
Closing balance
43.3
46.0
–
–
Actual return on scheme assets
(1.8)
3.3
–
–
Return on plan assets less interest
(3.8)
1.3
–
–
Experience loss on defined benefit obligation
(0.1)
(1.0)
–
–
Changes to demographic assumptions
–
(0.7)
–
–
Changes to financial assumptions
4.4
(1.4)
0.3
–
Change in irrecoverable surplus
(0.6)
1.6
–
–
Remeasurements of defined benefit plans
(0.1)
(0.2)
0.3
–
Cumulative remeasurements of defined benefit plans
(25.9)
(25.8)
(6.1)
(6.4)
Current service cost
–
–
(0.7)
(1.2)
Administration costs
(0.2)
(0.3)
–
–
Operating costs
(0.2)
(0.3)
(0.7)
(1.2)
Net pension interest cost
0.2
0.2
(0.4)
(0.5)
Expense recognised in the income statement
–
(0.1)
(1.1)
(1.7)
Net liability at start of year
1.5
4.1
16.2
16.7
Expense recognised in the income statement
–
0.1
1.1
1.7
Employer contributions
(1.6)
(2.9)
–
–
Benefits paid
–
–
(1.2)
(1.7)
Exchange movements
–
–
(0.6)
(0.5)
Remeasurements of defined benefit plans
0.1
0.2
(0.3)
–
Net liability at end of year
–
1.5
15.2
16.2
1 Other comprises end of service schemes in the Middle East of £3.7m (2023: £3.6m).
A reduction in the discount rate of 0.5% would increase the deficit in the schemes by £2.0m (2023: £2.6m), 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 £1.1m
(2023: £1.3m). A decrease in the mortality rate by one year would decrease the deficit in the schemes by £1.6m. Note that these sensitivities do not
include end of service schemes in the Middle East as these are not material to the Group.
Keller Group plc Annual Report and Accounts 2024
200

The weighted average duration of the defined benefit obligation is approximately 13 years for the UK scheme and 12 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:
Present value of defined benefit obligation
(52.4)
(58.0)
(55.7)
(77.2)
(86.9)
Fair value of scheme assets
43.5
46.0
42.2
63.7
58.0
Deficit in the schemes
(8.9)
(12.0)
(13.5)
(13.5)
(28.9)
Irrecoverable surplus
(6.3)
(5.7)
(7.3)
(12.2)
(2.2)
Net defined benefit liability
(15.2)
(17.7)
(20.8)
(25.7)
(31.1)
Experience adjustments on scheme liabilities
4.3
(3.1)
21.1
6.6
(7.9)
Experience adjustments on scheme assets
3.8
1.3
(23.2)
4.6
6.1
34 Non-controlling interests
Financial information of subsidiaries that have a material non-controlling interest is provided below:
Name
Country of incorporation
2024
2023
Keller Fondations Speciales SPA
Algeria
49%
49%
Profit/(loss) attributable to non-controlling interests:
Keller Fondations Speciales SPA
0.3
(0.2)
Keller Company Limited
–
0.4
Other interests
0.1
0.2
0.4
0.4
Share of net assets of non-controlling interests:
Keller Fondations Speciales SPA
2.7
2.4
Other interests
0.3
0.3
3.0
2.7
Aggregate amounts relating to material non-controlling interests:
Revenue
1.5
0.9
14.3
Operating costs
(1.1)
(1.0)
(13.9)
Operating loss
0.4
(0.1)
0.4
Finance costs
–
–
–
Loss before taxation
0.4
(0.1)
0.4
Taxation
(0.1)
(0.1)
–
Profit/(loss) attributable to non-controlling interests
0.3
(0.2)
0.4
201Strategic report Governance Financial statements Additional information

Notes to the consolidated financial statements continued
34 Non-controlling interests continued
Non-current assets
0.5
0.6
–
Current assets
2.9
2.4
–
Current liabilities
(0.7)
(0.6)
–
Non-current liabilities
–
–
–
Share of net assets
2.7
2.4
–
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. The fair value of the contingent consideration was £9.3m (SAR 43.2m) based on
expected revenue generated by the business over that period, which is the maximum amount of contingent consideration payable. Subsequent to this,
during 2024, the fair value of this contingent consideration has been reduced by £5.2m (SAR 24.8m).
The carrying value of the net assets of Keller Company Limited was £0.2m (SAR 0.8m). The following is a schedule of additional interest acquired in Keller
Company Limited in 2023.
Cash consideration paid to non-controlling shareholders
6.4
Contingent consideration
9.3
Group loan
(0.7)
Carrying value of the additional interest in Keller Company Limited
0.2
Difference recognised in retained earnings in 2023
15.2
As at 31 December 2024, the fair value of the contingent consideration was £3.2m (SAR 15.1m). 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.
Keller Group plc Annual Report and Accounts 2024
202

Note
2024
£m
2023
£m
Assets
Investments 2 615.3 515.9
Other assets 3 0.3 0.2
Fixed assets 615.6 516.1
Amounts owed by subsidiary undertakings:
– Amounts falling due within one year 4 12.0 74.5
Current tax assets – 4.6
Trade and other debtors 5 11.5 5.0
Cash and bank balances 12.3 17.6
Current assets 35.8 101.7
Liabilities
Trade and other creditors 6 (20.5) (20.5)
Amounts owed to subsidiary undertakings (0.5) (0.9)
Loans and other borrowings 8 – (58.5)
Creditors: amounts falling due within one year (21.0) (79.9)
Net current assets 14.8 21.8
Total assets less current liabilities 630.4 537.9
Pension liabilities 9 – (0.4)
Creditors: amounts falling due after one year – (0.4)
Net assets 630.4 537.5
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 520.5 427.6
Shareholders’ funds 630.4 537.5
The company’s profit for the year was £143.4m (2023: £95.7m).
These financial statements were approved by the Board of Directors and authorised for issue on 3 March 2025.
They were signed on its behalf by:
Michael Speakman David Burke
Chief Executive Officer Chief Financial Officer
Company balance sheet
As at 31 December 2024
203Strategic report Governance Financial statements Additional information

Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Other
reserve
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2023 7.3 38.1 7.6 56.9 358.9 468.8
Profit for the year – – – – 95.7 95.7
Remeasurement of defined benefit pension schemes – – – – – –
Total comprehensive income for the year – – – – 95.7 95.7
Dividends – – – – (27.7) (27.7)
Purchase of own shares for ESOP trust – – – – (3.4) (3.4)
Share-based payments – – – – 4.1 4.1
At 31 December 2023 and 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 7. 3 38.1 7.6 56.9 520.5 630.4
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 (2023: £236.8m) attributable to profits arising on an intra-group reorganisation is not distributable.
Company statement of changes in equity
For the year ended 31 December 2024
Keller Group plc Annual Report and Accounts 2024
204

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
£143.4m (2023: £95.7m).
Amounts owed by subsidiary undertakings
The company held inter-company loans with subsidiary undertakings with repayment dates being a mixture of repayable on demand or repayable on
a fixed contractual date. These inter-company loans were disclosed on the face of the balance sheet. None were past due nor impaired. The carrying
value of these loans approximated their fair value. The expected credit loss on these loans with subsidiary undertakings was immaterial, both on initial
recognition and subsequently.
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.
Employees
The company has no employees other than the Directors. The remuneration of the Executive Directors is disclosed in the audited section of the
Remuneration policy report on pages 132 to 141. Fees payable to Non-executive Directors totalled £0.6m (2023: £0.5m).
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.
2 Investments
2024
£m
2023
£m
Shares at cost
At 1 January 515.9 513.9
Additions 116.6 3.0
Disposals (17. 2) –
Allowances for impairment – (1.0)
At 31 December 615.3 515.9
Investment movements during the year are related to the increase of investment in Keller Holdings Limited and the reduction of investment in Keller
Investments LLP as a result of Group re-structuring. Allowances for impairment are a result of the annual investment impairment assessment, where
thecarrying amount was higher than the recoverable amount of the investment. The company’s investments are included in note 10.
Notes to the company financial statements
205Strategic report Governance Financial statements Additional information

3 Other assets
2024
£m
2023
£m
Rent deposit 0.3 0.2
0.3 0.2
4 Amounts owed by subsidiary undertakings
2024
£m
2023
£m
Amounts falling due within one year 12.0 74.5
Amounts falling due after one year – –
12.0 74.5
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
2024
£m
2023
£m
Other receivables 3.5 0.5
Prepayments 8.0 4.5
11.5 5.0
6 Trade and other creditors
2024
£m
2023
£m
Trade creditors and accruals 13.7 13.6
Other creditors 6.8 6.8
Accrued interest – 0.1
20.5 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 2024, the company’s liability
in respect of the guarantees against bank borrowings amounted to £nil (2023: £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.
8 Loans and other borrowings
2024
£m
2023
£m
$75m private placement (due December 2024) – (58.5)
– (58.5)
In December 2024, the company repaid $75m of US private placement notes as they fell due.
Notes to the company financial statements continued
Keller Group plc Annual Report and Accounts 2024
206

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 £1.9m (2023: £1.7m), representing the company’s allocation as a result of the Group not
having an unconditional right to 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 judgement.
Details of the company’s share of the Scheme are as follows:
2024
£m
2023
£m
Present value of the Scheme liabilities (10.6) (12.0)
Present value of assets 12.5 13.3
Surplus in the Scheme 1.9 1.3
Irrecoverable surplus (1.9) (1.7)
Net defined benefit liability – (0.4)
The assets of the Scheme were as follows:
2024
£m
2023
£m
Equities 0.6 1.9
Target return funds
1
4.0 1.7
Bonds 5.9 5.5
Liability driven investing (LDI) portfolios
2
1.9 4.0
Cash 0.1 0.2
12.5 13.3
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 Scheme’s obligations.
207Strategic report Governance Financial statements Additional information

2024
£m
2023
£m
Changes in scheme liabilities
Opening balance (12.0) (12.0)
Interest cost (0.5) (0.5)
Benefits paid 0.7 0.6
Experience loss on defined benefit obligation – (0.3)
Changes to demographic assumptions – 0.6
Changes to financial assumptions 1.2 (0.4)
Closing balance (10.6) (12.0)
Changes in scheme assets
Opening balance 13.3 13.0
Interest on assets 0.6 0.6
Administrative costs – (0.1)
Employer contributions 0.4 0.9
Benefits paid (0.7) (0.6)
Return on plan assets less interest (1.1) (0.5)
Closing balance 12.5 13.3
Actual return on scheme assets (0.5) 0.1
Statement of comprehensive income
Return on plan assets less interest (1.1) (0.5)
Experience loss on defined benefit obligation – (0.3)
Changes to demographic assumptions – 0.6
Changes to financial assumptions 1.2 (0.4)
Change in irrecoverable surplus (0.2) 0.6
Remeasurements of defined benefit plans (0.1) –
Cumulative remeasurements of defined benefit plans (3.6) (3.5)
Expense recognised in the income statement
Administration costs – (0.1)
Net pension interest costs – 0.1
Expense recognised in the income statement – –
Movements in the balance sheet liability
Net liability at start of year (0.4) (1.3)
Expense recognised in the income statement (0.1) –
Employer contributions 0.4 0.9
Remeasurements of defined benefit plans 0.1 –
Net liability at end of year – (0.4)
The contributions expected to be paid during 2025 are £nil.
The history of experience adjustments on Scheme assets and liabilities is as follows:
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Present value of defined benefit obligations (10.6) (12.0) (12.0) (8.1) (9.1)
Fair value of Scheme assets 12.5 13.3 13.0 9.0 8.2
Surplus/(deficit) in the Scheme 1.9 1.3 1.0 0.9 (0.9)
Irrecoverable surplus (1.9) (1.7) (2.3) (1.7) (0.2)
Net defined benefit liability – (0.4) (1.3) (0.8) (1.1)
Experience adjustments on Scheme liabilities 1.2 (0.1) 5.0 0.8 (0.4)
Experience adjustments on Scheme assets (1.1) (0.5) (4.4) 0.7 0.3
The company contributes to a defined contribution scheme; there were no contributions outstanding in respect of the Scheme at 31 December 2024
(2023: £nil).
Notes to the company financial statements continued
Keller Group plc Annual Report and Accounts 2024
208

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 2024 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
Accrete Industrial Flooring Limited 2 Kingdom Street, London, W2 6BD, United Kingdom
Accrete Limited 2 Kingdom Street, London, W2 6BD, United Kingdom
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
Fondedile Foundations UK Ltd Oxford Road, Ryton-on-Dunsmore, Coventry, West Midlands, CV8 3EG, United Kingdom
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
Frankipile Swaziland (Pty) Limited Tenant Office 204, 2nd floor, Inyatsi House, 760 Dr David Hynd Road, Trelwany Park, Manzini, Eswatini
GENCO Geotechnical Engineering
Contractors Limited
1
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
GKM Consultants Inc. 101 – 2141 rue Nobel, Sainte-Julie, Québec, J3E1Z9, Canada
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 Holdings Limited KGAF6755, 6755 Prince Sultan Bin Abdulaziz road, 3357 Ulaia District, Tabuk 47911,
Kingdom of Saudi Arabia
Keller Australia Pty Limited
2
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 Canada Services Ltd Suite 2600, Three Bentall Centre, P.O. Box 49314, 595 Burrard Street, Vancouver BC, V7X 1 L3,
Canada
Keller Central Asia LLP Aiteke Bi Street 55, Atyrau City, 060011, 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
3
No. 35, Route de Khmiss El Khechna, Sbâat, 16012 Rouiba, w. Alger, Algeria
209Strategic report Governance Financial statements Additional information

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 Namibia (Pty) Limited 2nd floor, LA Chambers, Ausspann Plaza, Dr Agostinho Neto Road, Windhoek, Namibia
Keller Geotechnics Tanzania Ltd
4
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
5
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 Investments LLP 2 Kingdom Street, London, W2 6BD, United Kingdom
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, 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
6
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
7
Haarakaari 42, TUUSULA, 04360, Finland
KGS Keller Gerate & Service GmbH Kaiserleistraße 8, Offenbach am Main, 63067, Germany
Makers Holdings Limited 2 Kingdom Street, London, W2 6BD, United Kingdom
Makers Management Services Limited 2 Kingdom Street, London, W2 6BD, United Kingdom
Makers Services 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
North American Foundation Engineering Inc. 5393 Steels Ave West, Milton, Ontario, LPT 2Z1, Canada
PHI Group Limited Oxford Road, Ryton-on-Dunsmore, Coventry, West Midlands, CV8 3EG, United Kingdom
Piling Contractors Pty Limited Suite G01, 2–4 Lyonpark Road, Macquarie Park, NSW, 2113, Australia
Notes to the company financial statements continued
10 Group companies continued
Keller Group plc Annual Report and Accounts 2024
210

Name Address
PT. Keller Ground Indonesia
8
Gedung Graha Kencana Lantai 7 Unit B-I, Jalan Raya Perjuangan No. 88, Kebon Jeruk,
Jakarta Barat, 11530, Indonesia
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. (Canada) 199 Bay Street, 5300 Commerce Court West, Toronto, ON M5L 1B9 Canada
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
Waterway Constructions Group Pty Limited The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia
Waterway Constructions Pty Ltd The Cloisters Building, Level 11, 200 St Georges Terrace, Perth, WA, 6000, Australia
1 100% owned by two trustees.
2 Share capital consists of 99% ordinary shares. The remaining 1% consists of ordinary A, ordinary B and ordinary C shares.
3 51% owned by Keller Fondations Speciales SAS, <1% owned by Keller Grundbau GmbH, Keller Holding GmbH and Keller Holdings Limited respectively.
4 > 99% owned by Keller Holdings Limited.
5 70% owned by Keller Holdings Limited.
6 49% owned by Keller Holdings Limited.
7 50% owned by Keller Holdings Limited.
8 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 subsidiary 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 2024:
Company Registered number
Keller Finance Australia Limited 06768174
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 2024:
Company Registered number
Keller Holdings Limited 02499601
Keller Finance Limited 02922459
Keller Investments LLP OC412294
Makers UK Limited 01250640
211Strategic report Governance Financial statements Additional information

Adjusted performance measures
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 2023 results of overseas operations into sterling at the 2024 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 2023 underlying result and the 2023 constant
currency result is shown below and compared to the underlying 2024 performance:
Revenue by segment
2024 2023
1
Statutory
£m
Statutory
£m
Impact of
exchange
movements
£m
Constant
currency
£m
Statutory
change
%
Constant
currency
change
%
North America 1,785.8 1,770.0 (56.5) 1,713.5 +0.9 +4.2
Europe and Middle East 835.1 808.0 (16.2) 791.8 +3.3 +5.5
Asia-Pacific 365.8 388.0 (14.2) 373.8 -5.7 -2.1
Group 2,986.7 2,966.0 (86.9) 2,879.1 +0.7 +3.7
Underlying operating profit by segment
2024 2023
1
Underlying
£m
Underlying
£m
Impact of
exchange
movements
£m
Constant
currency
£m
Underlying
change
%
Constant
currency
change
%
North America 190.0 169.6 (5.9) 163.7 +12.0 +16.1
Europe and Middle East 7.9 9.8 (0.2) 9.6 -19.4 -17.7
Asia-Pacific 28.7 14.6 (0.5) 14.1 +96.6 +103.5
Central items (14.0) (13.1) – (13.1) +6.9 +6.9
Group 212.6 180.9 (6.6) 174.3 +17. 5 +22.0
1 From 1 January 2024, the Middle East and Africa (MEA) business was transferred to the Europe Division, creating the Europe and Middle East Division, and the remaining Asia-Pacific, Middle East and
Africa Division became the Asia-Pacific Division. The 2023 comparative segmental information has been updated to reflect this change as it is consistent with the information reviewed by the Chief
Operating Decision Maker.
Underlying operating margin
Underlying operating margin is underlying operating profit as a percentage of revenue.
Keller Group plc Annual Report and Accounts 2024
212

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)
2024
£m
2023
£m
Underlying operating profit 212.6 180.9
Depreciation and impairment of owned property, plant and equipment 78.8 81.8
Depreciation and impairment of right-of-use assets 29.9 30.0
Amortisation of intangible assets 0.1 0.4
Underlying EBITDA 321.4 293.1
Non-underlying items in operating costs (excluding goodwill impairment) (10.6) (10.8)
Non-underlying items in other operating income 6.4 0.8
EBITDA 317.2 283.1
EBITDA (IAS 17 covenant basis)
2024
£m
2023
£m
Underlying operating profit 212.6 180.9
Depreciation and impairment of owned property, plant and equipment 78.8 81.8
Depreciation and impairment of right-of-use assets 29.9 30.0
Legacy IAS 17 operating lease charges (34.3) (33.8)
Amortisation of intangible assets 0.1 0.4
Underlying EBITDA 287.1 259.3
Non-underlying items in operating costs (excluding goodwill impairment) (10.6) (10.8)
Non-underlying items in other operating income 6.4 0.8
EBITDA 282.9 249.3
Net finance costs
2024
£m
2023
£m
Finance income (6.6) (1.8)
Underlying finance costs 27. 8 29.3
Net finance costs (statutory) 21.2 27.5
Exclude: Finance charge on lease liabilities
1
(6.2) (5.6)
Lender covenant adjustments (0.8) (0.8)
Net finance costs (IAS 17 covenant basis) 14.2 21.1
1 Excluding legacy IAS 17 finance leases.
Net capital expenditure
2024
£m
2023
£m
Acquisition of property, plant and equipment 89.0 94.3
Acquisition of other intangible assets – 0.2
Proceeds from sale of property, plant and equipment (29.0) (20.9)
Net capital expenditure 60.0 73.6
213Strategic report Governance Financial statements Additional information

Net debt
2024
£m
2023
£m
Current loans and borrowings 27.5 86.8
Non-current loans and borrowings 307.1 301.9
Cash and cash equivalents (207.7) (151.4)
Net debt (statutory) 126.9 237.3
Lease liabilities
1
(97.4) (91.1)
Net debt (IAS 17 covenant basis) 29.5 146.2
1 Excluding legacy IAS 17 finance leases.
Leverage ratio
The leverage ratio is calculated as net debt to underlying EBITDA.
Statutory
2024
£m
2023
£m
Net debt 126.9 237.3
Underlying EBITDA 321.4 293.1
Leverage ratio (x) 0.4 0.8
IAS 17 covenant basis
2024
£m
2023
£m
Net debt 29.5 146.2
Underlying EBITDA 287.1 259.3
Leverage ratio (x) 0.1 0.6
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 CFO section of the Strategic report and is reconciled to movements in the consolidated cash flow
statement and other movements in net debt as set out below.
2024
£m
2023
£m
Net cash inflow from operating activities 265.9 197.0
Net cash outflow from investing activities (57.7) (70.7)
Exclude:
Cash inflows from non-underlying items – historic claims (1.4) –
Cash outflows from non-underlying items – ERP costs 4.9 7.5
Cash outflows from non-underlying items – restructuring costs 4.9 1.2
Cash outflows from non-underlying items – contract dispute – 3.7
Acquisition of subsidiaries, net of cash acquired 0.9 0.2
Disposal of subsidiaries 2.6 (1.3)
Include:
Increase in net debt from new leases (26.4) (33.9)
Increase in net debt from amortisation of deferred finance costs (1.1) (0.5)
Free cash flow 192.6 103.2
Adjusted performance measures continued
Keller Group plc Annual Report and Accounts 2024
214

2015
£m
2016
£m
2017
£m
2018
£m
2019
£m
2020
£m
2021
£m
2022
£m
2023
£m
2024
£m
Consolidated income statement
Continuing operations
Revenue 1,562.4 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
Underlying EBITDA 155.5 158.6 177.2 167.5 198.4 205.0 185.9 205.6 293.1 321.4
Underlying operating profit 103.4 95.3 108.7 96.6 103.8 110.1 88.5 108.6 180.9 212.6
Underlying net finance costs (7.7) (10.2) (10.0) (16.1) (22.5) (13.2) (8.9) (15.1) (27.5) (21.2)
Underlying profit before taxation 95.7 85.1 98.7 80.5 81.3 96.9 79.6 93.5 153.4 191.4
Underlying taxation (33.0) (29.8) (24.7) (22.5) (22.4) (28.3) (18.9) (20.3) (38.8) (43.9)
Underlying profit for the year 62.7 55.3 74.0 58.0 58.9 68.6 60.7 73.2 114.6 147.5
Non-underlying items
1
(36.4) (7.3) 13.5 (71.8) (37.2) (27.5) (5.1) (28.2) (24.8) (4.8)
Profit/(loss) for the year 26.3 48.0 87.5 (13.8) 21.7 41.1 55.6 45.0 89.8 142.7
Underlying EBITDA (IAS 17 covenant basis) 155.5 158.6 177.2 167.5 170.8 175.0 153.2 177.7 259.3 287.1
Consolidated balance sheet
Working capital 97.1 152.5 181.3 225.4 200.9 180.3 149.6 303.4 261.5 232.0
Property, plant and equipment 331.8 405.6 399.2 422.0 460.6 434.9 443.4 486.5 480.2 461.4
Intangible and other non-current assets 183.0 218.2 198.3 179.5 192.3 183.5 232.0 203.1 185.9 204.3
Net debt (statutory) (183.0) (305.6) (229.5) (286.2) (289.8) (192.5) (193.3) (298.9) (237.3) (126.9)
Other net assets/liabilities (94.9) (41.1) (77.1) (114.2) (166.5) (196.2) (203.7) (197.3) (172.3) (174.1)
Net assets 334.0 429.6 472.2 426.5 397.5 410.0 428.0 496.8 518.0 596.7
Net debt (IAS 17 covenant basis) (183.0) (305.6) (229.5) (286.2) (213.1) (120.9) (119.4) (218.8) (146.2) (29.5)
Underlying key performance indicators
Diluted earnings per share from
continuing operations (p) 85.4 74.8 101.8 79.1 81.3 96.3 84.2 100.7 153.9 199.9
Dividend per share (p) 27.1 28.5 34.2 35.9 35.9 35.9 35.9 37.7 45.2 49.7
Operating margin 6.6% 5.4% 5.2% 4.3% 4.5% 5.3% 4.0% 3.7% 6.1% 7.1%
Return on capital employed
2
20.5% 15.3% 15.1% 13.2% 14.4% 16.4% 13.9% 14.9% 22.8% 28.2%
Net debt: EBITDA (statutory) 1.2x 1.9x 1.3x 1.7x 1.5x 0.9x 1.0x 1.5x 0.8x 0.4x
Net debt: EBITDA (IAS 17 covenant basis) 1.2x 1.9x 1.3x 1.7x 1.2x 0.7x 0.8x 1.2x 0.6x 0.1x
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.
Financial record
215Strategic report Governance Financial statements Additional information

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 Keller Group 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 contains a wealth of material for shareholders, including the current
share price, the latest results, reports and press releases and information on dividends. The
website can be accessed at keller.com
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
14 May 2025 Annual General Meeting
23 May 2025 Final dividend record date
20 June 2025 Final dividend payment date
5 August 2025 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
Shareholders are advised to be vigilant in regard to share fraud, which includes telephone
calls offering free investment advice or offers to buy and sell shares at discounted or highly
inflated prices. 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.
Secretary and advisers
Company Secretary
Kerry Porritt FCG LLB (Hons)
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
Keller Group plc Annual Report and Accounts 2024
216

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
217Strategic report Governance Financial statements Additional information

keller.com