船 舶 海 工 视 界定期报告阅读
船海行业公司

吉宝(原吉宝企业)

文档 · 2025 · 文本 818676 字
这份存档只保留提取文本,原件(PDF/网页)未存本地。按用途分档:这类文件可能在研究中被查证,但原件体积大、引用频次低,因此只保留可检索的文字。需要核对版式或图表时,点下方原链接回到交易所。
原链接:https://www.keppel.com/file/investor-relations/annual-reports/ar2025/keppel-ltd-annual-report-2025.pdf

Growing

Momentum

Annual Report 2025

OVERVIEW

Key Figures

4

Financial Highlights

5

Chairman’s Statement

6

Interview with the CEO

10

Message from the CIO

16

Vision 2030 in Action

— Highlights of Achievements in 2025

18

— Focus Areas in 2026

21

Enabling AI and Embedding AI

22

Board of Directors

28

Boards of Directors of

Listed REITs & Business Trust

31

Senior Management

32

Our Business Model

34

PERFORMANCE REVIEW

Operating & Market Review

— Fund Management and Investment Platforms 36

— Infrastructure

40

— Connectivity

44

— Real Estate

48

Financial Review

50

Corporate Structure

61

GOVERNANCE

Sustainability Framework

62

Investor Relations

66

Corporate Governance at a Glance

68

Corporate Governance

70

Risk Management

106

Beyond Regulatory Compliance

112

FINANCIAL REPORT

Directors’ Statement

118

Independent Auditor’s Report

124

Balance Sheets

132

Consolidated Profit or Loss Account

133

Consolidated Statement of

Comprehensive Income

134

Consolidated Statement of Changes in Equity/

Statement of Changes in Equity

135

Consolidated Statement of Cash Flows

138

Notes to the Financial Statements

142

Significant Subsidiaries, Associated

Companies and Joint Ventures

222

OTHER INFORMATION

Interested Person Transactions

231

Key Executives

232

Major Properties

238

Group Five-Year Performance

243

Value-Added Statements

244

Share Performance

245

Shareholding Statistics

246

Notice of Annual General Meeting

and Closure of Books

247

Corporate Information

253

Financial Calendar

254

Keppel is advancing its growth as a global asset manager

and operator. By integrating capital formation with

development and operating capabilities, we offer

differentiated opportunities and enhance the

performance of assets across their lifecycles.

In 2025, we grew our platform across Infrastructure,

Real Estate and Connectivity – sectors supported

by structural tailwinds in the energy transition,

digitalisation, AI, and sustainable urban development.

As we scale our asset-light platform, recurring

income grows, capital is allocated with discipline,

and earnings visibility strengthens, building

momentum across our business.

Growing

Momentum

Our portfolio of alternative real assets provides essential

energy, environmental and digital infrastructure solutions,

generating resilient cash flows across market cycles, while

advancing decarbonisation and digitalisation.

Our integrated ecosystem creates operational alpha,

enabling us to originate and secure opportunities early as

well as enhance performance through active management.

We are not simply creating assets. We are scaling

performance through disciplined execution and deep

operational capabilities.

Scaling

Performance

We operate across the full investment lifecycle from

fundraising and deployment to asset development,

operations and value crystalisation.

3

Annual Report 2025

2

KEPPEL LTD.

Note: The New Keppel excludes the Non-Core Portfolio for Divestment and Discontinued Operations.

1 In FY 2025, in line with its sharpened business focus and an asset-light model under Vision 2030, Keppel identified a portfolio of non-core assets which are

not aligned with its strategy and will be divested over time. This Non-Core Portfolio for Divestment (non-core portfolio) is reported as a separate segment to

provide greater clarity on Keppel’s financial performance as an asset-light global asset manager and operator. Arising from this change in reportable segments

(Note 37 of the financial statements), segment information for the prior financial year ended 31 December 2024 has been restated to reflect the change.

Net Profit, Earnings per Share (EPS), Recurring Income, Return on Equity (ROE) and Net Debt to EBITDA stated herein (the New Keppel) exclude Non-Core Portfolio

for Divestment and discontinued operations, with comparatives restated accordingly.

2 Non-Core Portfolio for Divestment comprises mainly legacy offshore & marine (O&M) assets, residential landbank, selected property developments and

investment properties, hospitality and logistics assets, associated cash and receivables, and other non-core investments that are not aligned with Keppel’s strategic

focus as an asset-light global asset manager and operator. Legacy O&M assets comprise Seatrium shares, the legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

3 In accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, the performance of M1 and its subsidiaries, excluding the technology

solutions & services business and other carved out assets (M1 Telco), are presented as discontinued operations for the financial period, with comparative

information re-presented accordingly.

4 Refers to monetisation deals, announced in or before 2025, but were completed in 2025 based on their announced gross values.

5 The dividend in-specie of one Keppel REIT unit for every nine Keppel shares held is equivalent to approximately $0.11 per Keppel share based on Keppel’s issued

share capital of 1,801,659,827 shares (excluding treasury shares) as at 31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

6 ROE (the New Keppel) refers to the return generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable to the

Non-Core Portfolio for Divestment.

7 Net debt to EBITDA (the New Keppel): net debt is defined as net debt of the Group less net debt attributable to Non-Core Portfolio for Divestment, while EBITDA

refers to profit before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and joint ventures), excluding

P&L effects from Non-Core Portfolio for Divestment.

PERFORMANCE OF THE NEW KEPPEL

NET PROFIT1

EARNINGS PER SHARE1

RECURRING INCOME1

$1.1b

$0.61

$941m

Increased 39% from $793 million

in FY 2024.

All three business segments

achieved higher year-on-year profits.

Including the non-core portfolio2 and

discontinued operations3, net profit

was $789 million in FY 2025, 16%

lower than $940 million in FY 2024.

Increased from FY 2024’s

$0.44 per share.

Net profit of approximately $1.1 billion

for FY 2025 translated to an EPS of

$0.61. Including the non-core portfolio2

and discontinued operations3,

EPS was $0.44 in FY 2025, as

compared to $0.52 in FY 2024.

Up 21% from $779 million in FY 2024.

Recurring income was underpinned

by stronger performance from asset

management and operations.

TOTAL DIVIDEND PER SHARE

RETURN ON EQUITY1,6

NET DEBT TO EBITDA1,7

$0.47

18.7%

2.0x

38% higher than $0.34 for FY 2024.

Comprises a proposed final cash

dividend of $0.19 per share and an

interim cash dividend of $0.15 per share

based on earnings of the New Keppel,

and a proposed special dividend

from monetisation completed4.

The proposed special dividend

comprises a cash dividend

of $0.02 per share and dividend

in-specie of 1 Keppel REIT unit for

every 9 Keppel shares which is

equivalent to approximately

$0.11 per Keppel share5.

Higher than 14.9% for FY 20242.

Including the non-core portfolio2

and discontinued operations3, ROE

was lower at 7.4% in FY 2025, as

compared to 8.9% in FY 2024.

Lower than 2.3x at end-2024.

Supported by increase in EBITDA and

lower net debt. Lower net debt is

mainly due to operating cash inflows,

divestment proceeds and dividends

received during the year, partly offset

by investments in sponsor stakes

and co-investments, acquisitions

and capital expenditure, as well as

dividend payments and share

buybacks during the year. Including

the non-core portfolio2 and

discontinued operations3, net debt

to EBITDA was 5.1x as at end-2025,

compared to 5.9x as at end-2024.

FUNDS UNDER MANAGEMENT8

ASSET MANAGEMENT FEES9

ASSET MANAGEMENT NET PROFIT

$95b

$453m

$189m

8% higher than $88 billion at end-2024.

Driven by active fundraising by our

private funds, together with portfolio

expansion across our listed real

estate and infrastructure trusts.

Increased 4% from $436 million

in FY 2024.

15% higher than $165 million

in FY 2024.

4

KEPPEL LTD.

Key Figures

OVERVIEW

8 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested Funds Under Management (FUM).

9 Includes 100% fees from subsidiary managers, joint ventures and associated entities, as well as share of fees based on shareholding stake in associate with

which Keppel has strategic alliance. Also includes asset management, transaction and advisory fees on sponsor stakes and co-investments (including for funds

which are wholly owned).

10 EBITDA refers to profit before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and joint ventures).

11 FY 2025 Free Cash Flow (FCF) includes approximately $235 million financing component funded via bank borrowing in connection with the acquisition of Global

Marine Group (GMG), which is presented as cash inflow from financing activities in the financial statements. The inclusion herein is for better understanding of

the FCF. Following the completion of Keppel Infrastructure Trust’s subscription of a 46.7% equity stake in GMG on 25 November 2025, the bank borrowing has been

deconsolidated from the Group’s balance sheet. FY 2024 FCF includes $1.07 billion of cash consolidated on obtaining control over Rigco Holding Pte. Ltd. following

the completion of a selective capital reduction exercise.

12 Share price is based on the last transacted price as at 31 December 2025 and 2024 respectively.

13 Total shareholder return of Keppel Ltd. shares over a 1‑year period. Source: Bloomberg, Keppel Ltd. over a 1-year period.

2025

2024

% Change

For the year ($ million)

Revenue – Continuing operations

5,983

5,784

3

Profit

Operating – Continuing operations

1,122

1,145

-2

EBITDA10 – Continuing operations

1,791

1,451

23

Before tax – Continuing operations

1,316

1,044

26

Net profit – Continuing operations

1,016

787

29

Net profit – Discontinued operations

(227)

153

n.m.f.

Net profit – Continuing and discontinued operations

789

940

-16

Net profit – excluding non-core portfolio and discontinued operations

1,100

793

39

Operating cash flow

662

200

231

Free cash flow11

611

901

-32

Per share ($)

Earnings

0.44

0.52

-17

Earnings – excluding non-core portfolio and discontinued operations

0.61

0.44

37

Net assets

5.81

5.95

-2

Net tangible assets

5.58

5.12

9

At year end ($ million)

Shareholders’ funds

10,463

10,754

-3

Perpetual securities

402

402

0

Non-controlling interests

321

270

19

Total equity

11,186

11,426

-2

Net debt

9,127

9,771

-7

Net debt to EBITDA (times)

5.1

5.9

-14

Net debt to EBITDA7 – excluding non-core portfolio and discontinued operations

(times)

2.0

2.3

-13

Return on shareholders’ funds (%)

Net profit

7.4

8.9

-17

Net profit – excluding non-core portfolio and discontinued operations6

18.7

14.9

26

Shareholders’ value

Distribution (cents per share)

Interim cash dividend

15

15

–

Final cash dividend

19

19

–

Special dividends (cash & dividend in-specie5)

13

–

n.m.f.

Total distribution

47

34

38

Share price ($)12

10.35

6.84

51

Total shareholder return (%)13

58.5

2.0

>500

n.m.f. denotes no meaningful figure.

HALF-YEARLY RESULTS ($ million)

2025

2024

1H

2H

Total

1H

2H

Total

Revenue – Continuing operations

2,671

3,312

5,983

2,822

2,962

5,784

Operating profit – Continuing operations

601

521

1,122

468

677

1,145

EBITDA10 – Continuing operations

769

1,022

1,791

595

856

1,451

Profit before tax – Continuing operations

525

791

1,316

399

645

1,044

Attributable profit – Continuing operations

371

645

1,016

280

507

787

Attributable profit – Discontinued operations

7

(234)

(227)

24

129

153

Attributable profit – Continuing and discontinued operations

378

411

789

304

636

940

Attributable profit – excluding non-core portfolio and discontinued operations

424

676

1,100

321

472

793

Earnings per share (cents) – Continuing and discontinued operations

20.8

22.7

43.5

16.9

35.4

52.3

Earnings per share (cents) – excluding non-core portfolio and

discontinued operations

23.4

37.2

60.6

17.9

26.3

44.2

5

Annual Report 2025

Financial Highlights

OVERVIEW

In 2025, Keppel delivered a total shareholder return of

58.5%, supported by strong performance, distributions

and a re-rating of the Company that reflects the market’s

increasing recognition of our transformation and

growth strategy.

DANNY TEOH, Chairman

Beyond the headline earnings, both

income quality and returns of the

New Keppel continued to strengthen.

Recurring income from asset

management5 and operations6 grew

21% yoy to $941 million in FY 2025,

reinforcing the stability of our earnings

base. Return on Equity7 of the

New Keppel rose to 18.7% in FY 2025,

up from 14.9% in FY 2024, while Net Debt

to EBITDA8 improved to 2.0x as at

end-2025, compared to 2.3x a year ago.

During the year, we remained

laser-focused on optimising both the

pace of divestment and exit value of our

assets. We announced the monetisation

of about $2.9 billion in assets in 2025,

including the proposed sale of M1’s

telco business, which is pending

regulatory approval9. As at end-2025,

our total asset monetisation announced

since October 2020 had reached

about $14.5 billion10, with $1.6 billion11

completed in 2025. Looking ahead,

we will continue to work towards

substantially monetising our non-core

clarity on the Company’s progress in

transformation, we have distinguished

the earnings of the New Keppel from the

$13.5 billion2 portfolio of non-core assets

that are no longer aligned with our

strategy and will be divested over time.

In FY 2025, the New Keppel’s net profit

surged 39% year on year (yoy) to

$1.1 billion, supported by broad-based

earnings growth across Infrastructure,

Real Estate and Connectivity. Our

Infrastructure Division achieved

record profit of $703 million3 despite

moderating spark spreads, reflecting

the resilience of its integrated power

business and growing contributions

from decarbonisation and

sustainability solutions.

Including the non-core assets and

discontinued operations, overall net

profit for FY 2025 was $789 million,

compared with $940 million in

FY 2024, mainly due to a $222 million4

accounting loss arising from the

proposed sale of M1’s telco business.

portfolio by the end of 2030. The value

unlocked from monetisation will put

us in good stead to fund the New

Keppel’s growth, reduce debt and

also return capital to shareholders.

CREATING VALUE FOR SHAREHOLDERS

In 2025, Keppel delivered a total

shareholder return of 58.5%12, supported

by strong performance, distributions

and a re-rating of the Company that

reflects the market’s increasing

recognition of our transformation

and growth strategy.

In appreciation of the support of

our shareholders, the Board has

proposed a final ordinary cash

dividend of $0.19 per share, bringing

the full-year ordinary cash dividend

to $0.34 per share. This represents

a payout ratio of approximately

56% of the New Keppel’s net profit

for FY 2025.

In addition, we aim to pay special

dividends of 10-15% of the gross value

of monetisation transactions completed

during the financial year. The actual

percentage each year would depend

on the Company’s growth needs and

cash generated. Given the $1.6 billion

of asset monetisation completed in

Growing

Momentum

1 The New Keppel refers to Keppel excluding Non-Core Portfolio for Divestment (non-core portfolio) and Discontinued Operations. Non-core portfolio comprises

mainly legacy offshore & marine (O&M) assets, residential landbank, selected property developments and investment properties, hospitality and logistics

assets, associated cash and receivables, and other non-core investments that are not aligned with Keppel’s strategic focus as an asset-light global asset

manager and operator. Legacy O&M assets comprise Seatrium shares, the legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

2 Refers to gross asset carrying value as at 31 December 2025.

3 Refers to recurring income from Infrastructure Division, and includes returns (net of attributable financing costs) from sponsor stakes (in listed and private

funds) and co-investments amounting to $53 million in FY 2025 (FY 2024: -$44 million).

4 The accounting loss is net of cessation of the depreciation, amortisation and equity accounting for the relevant assets classified under disposal group held for

sale as at 31 December 2025. The actual loss at completion will depend on the sale consideration which is subject to post-completion adjustments and the

carrying value of Keppel’s effective interest in M1 Telco at the date of completion.

5 Includes asset management, transaction and advisory fees on sponsor stakes and co-investments (including for funds which are wholly owned).

6 Includes returns (net of attributable financing costs) from sponsor stakes (in listed and private funds) and co-investments.

7 Refers to the return generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable to the non-core portfolio.

8 Net debt is defined as net debt of the Group less net debt attributable to the non-core portfolio, while EBITDA refers to profit before depreciation, amortisation, net

interest expense and tax (i.e. including share of results of associated companies and joint ventures), excluding P&L effects from the non-core portfolio.

9 As at the latest practicable date on 2 March 2026.

10 This includes the $4.7 billion Keppel Offshore & Marine divestment in 2023, including the Sembcorp Marine (now Seatrium) shares, which were distributed or held in the

segregated account, at $2.30 per share (or $0.115 per share prior to the share consolidation undertaken by Seatrium in 2023; $0.115 was the last traded price of

the shares on the first market day immediately following the date of the combination) and the $0.5 billion cash component.

11 Refers to the monetisation deals, announced in or before 2025, but completed in 2025 based on their announced gross values.

12 Source: Bloomberg

DEAR SHAREHOLDERS,

2025 marked a year of strong progress

for Keppel. Amidst a turbulent and

uncertain global backdrop, set against

geopolitical tensions and economic

volatility, we remained focused on

advancing Keppel’s growth as a global

asset manager and operator.

Since announcing the Company’s

strategic transformation in May 2023,

we have steadily accelerated the growth

of the New Keppel1 – sharpening our

focus, strengthening our asset-light

model and growing recurring income.

Our goal is clear: to deliver strong

returns to our Limited Partners (LPs)

and shareholders, while creating real

assets and solutions that address the

world’s pressing needs, from sustainable

development to the growing demand

for digital connectivity.

DELIVERING STRONG PERFORMANCE

Keppel delivered a strong set of

results in FY 2025. To provide greater

6

7

Annual Report 2025

KEPPEL LTD.

Chairman’s Statement

OVERVIEW

People are the cornerstone of our business, and we remain focused on deepening staff engagement.

Around 91% of Keppelites indicated that they are proud to work for Keppel and support our

transformation – a powerful testament to the culture we are building.

Our Infrastructure Division achieved record profit despite moderating spark spreads, reflecting the resilience of its integrated power business and growing

contributions from decarbonisation and sustainability solutions.

disciplined execution. The 600 MW

hydrogen-compatible Keppel Sakra

Cogen Plant, with fully contracted

capacity3 for 2026 and 2027, will

further strengthen recurring income

when it achieves generation

readiness in 1H 2026. At the same

time, our decarbonisation and

sustainability solutions business

has scaled meaningfully, with

EBITDA rising 32% yoy to $130 million,

surpassing our earlier projection

of $100 million in 2025, and a

fast-growing contract backlog of about

$7.1 billion, providing good earnings

visibility over the next 10–15 years.

Our Connectivity Division positions

Keppel at the forefront of digitalisation

and AI infrastructure. During the

year, we expanded our data centre

powerbank4 in the Asia Pacific to

over 1.0 GW, including through

securing a prime site near Melbourne

earmarked for a future 720 MW AI

data centre campus. This strengthens

our ability to deliver shovel-ready

capacity in key markets. When fully

activated, the over 1.0 GW powerbank

has the potential to translate into

approximately $10 billion of data

centre FUM over time.

funds and disciplined portfolio

expansion within our listed REITs and

infrastructure trust, which together

added $10.1 billion of new FUM during

the year. In Europe, Aermont Capital

continued to perform well and has

begun marketing Fund VI, with first

close targeted in 1H 2026.

With a deal flow pipeline of $33 billion

across Infrastructure, Real Estate and

Connectivity, we see a strong runway

to deploy capital and expand our

asset management income.

With energy and digital infrastructure

projects around the world growing

larger and more capital intensive,

Keppel’s integrated ecosystem enables

us to originate, develop and scale them

alongside institutional investors, thus

growing our business and extending

our reach beyond the limits of our

balance sheet.

Infrastructure continues to be a steady,

and currently the largest, pillar of

earnings in Keppel’s operating platform.

Our integrated power business

delivered resilient earnings despite

softer market conditions, supported

by long-term contracted capacity and

Meanwhile, the Bifrost Cable System

(Bifrost) commenced commercial traffic

flow in December 2025, with its first

two fibre pairs already committed to

customers and contributing to earnings.

In January 2026, we signed a binding

term sheet for an additional fibre pair,

reflecting continued demand for this

landmark, high-capacity trans-Pacific

cable system. Over its 25-year operating

life, Bifrost is expected to generate

durable recurring income from

operation and maintenance, in line

with Keppel’s business model.

Alongside Infrastructure and

Connectivity, our Real Estate Division

continues to advance its Real Estate-

as-a-Service strategy, contributing to

sustainable development and recurring

income for Keppel, while supporting

our private funds in delivering strong

risk-adjusted returns to LPs.

ANCHORED ON SUSTAINABILITY

Keppel is committed to sustainability,

which is at the core of how we create

value. Our sustainability performance

continues to be recognised both in

Singapore and internationally. Keppel

was conferred the Impact Enterprise

of the Year for Large Enterprises at

the Sustainability Impact Awards

2025, presented by The Business

Times and UOB, and was also named

the Apex Winner in the Sustainable

Solutions category of the Singapore

Apex Corporate Sustainability Awards

2025, presented by the UN Global

Compact Network Singapore.

We retained our MSCI AAA ESG

rating and remained in the Dow Jones

Best-in-Class World and Asia-Pacific

Indices, among others. We were also

named for the second consecutive

year as one of the World’s Most

Sustainable Companies by TIME

Magazine and Statista in 2025.

People are the cornerstone of our

business, and we remain focused

on deepening staff engagement.

Our 2025 Employee Engagement

Survey recorded a strong engagement

score of 88%, four percentage points

higher yoy, and higher than Mercer’s

global norm of 81%. Around 91% of

Keppelites indicated that they are

proud to work for Keppel and support

our transformation – a powerful

testament to the culture we are building.

We also believe in doing good while

doing well. In 2025, Keppel invested

about $4.2 million in social investment

spending and industry advancement,

including about $2.5 million disbursed

in Singapore through Keppel Care

Foundation. Keppelites also served

the community actively, contributing

more than 11,800 hours of volunteer

service around the world.

ACKNOWLEDGEMENTS

As the Company has announced,

I will be retiring from the Board

on 17 April 2026, following the

upcoming Annual General Meeting.

I am pleased that Mr Piyush Gupta,

currently Deputy Chairman,

will succeed myself as Chairman.

Piyush is a highly-regarded business

leader with deep experience in

driving business and digital

transformation. Since joining the

Board in July 2025, he has contributed

valuable counsel in refining and

advancing Keppel’s strategy. I am

confident that Keppel will scale new

heights as it continues to progress

with focus and discipline under

his chairmanship.

It has been a privilege to serve as

Chairman of Keppel, one of Singapore’s

flagship companies, over the past

five years, and as a Director of its

Board for more than 15 years. This

period has encompassed some of the

most significant chapters in Keppel’s

journey as the Company exited its

offshore and marine business, shed

its conglomerate structure and

repositioned itself as an asset-light

global asset manager and operator.

I would like to thank my fellow

directors for their steadfast service

and guidance, and our management

team and Keppelites for their

professionalism and commitment to

deliver on Keppel’s transformation.

I am also grateful to our LPs,

shareholders and stakeholders

for their support and confidence

in Keppel over the years.

While the international global

environment remains complex,

Keppel’s direction is clear.

With a focused strategy, disciplined

capital management, as well as

strong leadership and governance,

I am confident that Keppel is

well-positioned to continue

delivering sustainable solutions

and value to our stakeholders

in the years ahead.

Yours sincerely,

DANNY TEOH

Chairman

2 March 2026

FY 2025, the Board has proposed a

special dividend of approximately

$0.13 per share, comprising $0.02 per

share in cash and one Keppel REIT unit

for every nine Keppel shares held,

which is equivalent to about $0.11 per

share1 based on Keppel REIT’s closing

price of $0.98 on 3 February 2026.

Including the interim cash dividend of

$0.15 per share paid in August 2025,

the total dividend for FY 2025 amounts

to approximately $0.47 per share,

which is 38% higher yoy.

GROWING AS AN ASSET MANAGER

AND OPERATOR

During the year, Keppel continued

to strengthen its performance and

capabilities as a global asset manager

and operator for alternative real assets.

Funds under Management2 (FUM)

grew to $95 billion as at end-2025, up

from $88 billion a year ago, keeping us

firmly on track to reach $100 billion

by end-2026, if not earlier. Reflecting

the encouraging progress, asset

management net profit rose 15% yoy

to $189 million in FY 2025.

This growth was driven by active

fundraising across our private

1 Based on Keppel’s issued share capital of 1,801,659,827 shares (excluding treasury shares) as at 31 December 2025.

2 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested FUM.

3 After factoring in required market reserves.

4 Capacity for future data centre development.

8

9

Annual Report 2025

KEPPEL LTD.

Chairman’s Statement

OVERVIEW

The management team and I look

forward to working closely with

Mr Piyush Gupta as he assumes

the role of Chairman, to build

on this strong progress and

growing momentum.

Q How is Keppel thinking about

the next phase of growth for its

asset management business?

A 2025 was a year of strong traction

for our asset management business.

Over the past five years, both our

FUM and asset management fees7

have grown at a compounded rate

of about 20% annually, reflecting

a business that is scaling with

increasing momentum.

How we look at reaching $200 billion

in FUM by end-2030 is grounded

in the way asset management

platforms grow. Scale is earned

through performance. Take

Aermont Capital for example.

They raised about €2 billion

in equity for Fund IV and then

another €3.8 billion for Fund V.

They are now in the market for

Fund VI, which is expected to be

bigger than preceding vintages.

Over time, this creates a flywheel

effect. Strong performance attracts

repeat capital, and larger funds

will in turn allow us to originate

and execute higher-value and

more complex transactions.

Strong execution remains very

important as it reinforces our track

record as a trusted investment

partner. As allocations to areas

such as the energy transition and

digital infrastructure increase, we

are seeing more global LPs initiate

conversations with us, reflecting

growing recognition of Keppel’s

track record and integrated

ecosystem, which allows us to

Examples such as the Bifrost Cable

System and the Keppel Sakra

Cogen Plant demonstrate how

proprietary assets, funded through

our private funds, can deliver

attractive returns to our Limited

Partners (LPs), while generating

recurring income for Keppel over

many years through asset

management and operations and

maintenance fees.

We also accelerated monetisation,

announcing $2.9 billion4 of

divestments in 2025 and bringing

total monetisation since October

2020 to about $14.5 billion5.

By placing clear markers along

our transformation journey,

including linking special dividends

to completed monetisation, we

reinforce management’s discipline

and focus, and send a clear signal

to the market on our commitment

to monetise the non-core portfolio

and to reward shareholders

from a part of the proceeds

from monetisation.

In 2025, we delivered a total

shareholder return6 of 58.5%,

compared to the Straits Times

Index’s 28.8%, reflecting stronger

performance and growing market

recognition of our progress.

I would like to take this

opportunity to express my deep

appreciation to Mr Danny Teoh,

who will be retiring from Keppel’s

Board after the Company’s Annual

General Meeting on 17 April 2026.

During his 15 years of service on

the Board, and particularly over

the past five years as Chairman,

Danny provided steady leadership,

wise counsel and strong support

for the management, without which

the Company’s transformation

would not have been possible.

As we enter the third year of the New Keppel, our strategy

is clear, the Company is scaling and our culture is strong.

I am confident the foundations are in place for Keppel

to continue progressing onwards and upwards.

LOH CHIN HUA, Chief Executive Officer

Q Keppel has undergone significant

transformation in recent years.

How would you describe where

the New Keppel stands today?

A Over the past two years, we have

reshaped Keppel from an industrial

conglomerate into a focused,

asset-light global asset manager

and operator. In 2025, we reinforced

the shift by clearly distinguishing

the earnings of the New Keppel

from the non-core portfolio1 of

assets. This bifurcation enhances

transparency and brings the

New Keppel’s earnings into clear

focus, as we continue monetising

the old portfolio that no longer

fits with our strategy, and unlock

capital that can be used to

fund growth, reduce debt and

reward shareholders.

This is not just a narrative, but a

well-performing business model.

In FY 2025, the New Keppel

delivered net profit of $1.1 billion,

up 39% year on year (yoy), with

strong contributions across all

segments. Recurring income rose

21% to $941 million, and Return on

Equity2 improved to 18.7% from

14.9% a year ago. All our engines

are firing – from raising and

deploying capital to executing

complex projects and operating

assets profitably at scale.

Our Funds under Management3

(FUM) grew to $95 billion by

end-2025, putting us well on track

to exceed $100 billion in 2026, and

progress towards $200 billion by

2030. Growing FUM does more than

provide asset management income

– it also enables us to create

interconnected value chains

across Infrastructure, Real Estate

and Connectivity, unleashing

synergies in our ecosystem.

1 The New Keppel refers to Keppel excluding Non-Core Portfolio for Divestment (non-core portfolio) which comprises mainly legacy offshore & marine (O&M) assets,

residential landbank, selected property developments and investment properties, hospitality and logistics assets, associated cash and receivables, and other

non-core investments that are not aligned with Keppel’s strategic focus as an asset-light global asset manager and operator. Legacy O&M assets comprise

Seatrium shares, the legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

2 Return on Equity of the New Keppel refers to the return generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable

to the non-core portfolio.

3 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested FUM.

4 This includes the proposed sale of M1’s telco business.

5 This includes the $4.7 billion Keppel Offshore & Marine divestment in 2023, including the Sembcorp Marine (now Seatrium) shares, which were distributed or held

in the segregated account, at $2.30 per share (or $0.115 per share prior to the share consolidation undertaken by Seatrium in 2023; $0.115 was the last traded price of

the shares on the first market day immediately following the date of the combination) and the $0.5 billion cash component.

6 Source: Bloomberg

7 Includes 100% fees from subsidiary managers, joint ventures and associated entities, as well as share of fees based on shareholding stake in associate with

which Keppel has strategic alliance. Also includes asset management, transaction and advisory fees on sponsor stakes and co-investments (including for funds

which are wholly owned).

Driving

Performance

10

11

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Interview with the CEO

create and scale opportunities

alongside LPs and customers in

ways that not many international

asset managers can match.

Looking ahead, we will continue to

grow organically through disciplined

capital formation. At the same time,

we will also explore inorganic

opportunities that can enhance our

platform capabilities and broaden

our investment strategies, especially

in the infrastructure spectrum.

Q What underpins the Infrastructure

Segment’s strong performance,

and how do you view its

growth trajectory?

A Our Infrastructure Segment has

performed strongly and remains

the New Keppel’s largest earnings

pillar, underpinned by commercial

discipline and operational depth,

providing long-term contracted

cashflows and good earnings

visibility. In FY 2025, the operating

division delivered record recurring

earnings of $703 million1. Our

integrated power business remained

resilient despite softer spark spreads,

with 67% of generation capacity2

contracted for three years and

above, reflecting robust contracting

and strong execution.

Very importantly, we are positioning

ourselves ahead of the energy

transition. Our hydrogen-compatible

Keppel Sakra Cogen Plant is slated

to achieve generation readiness

in 1H 2026, and is fully contracted

for 2026 and 2027 after factoring

in the required market reserves.

Meanwhile, decarbonisation and

sustainability solutions have also

delivered significant growth and

To create strong competitive advantage, Keppel will not only

enable AI infrastructure, but also be an AI-enabled asset manager.

bolstered revenue under long-term

contracts, which more than

doubled over the past four years

to $7.1 billion3 as at end-2025.

Looking ahead, demand for reliable

power, cleaner energy and grid

decarbonisation will continue to

expand, particularly with the rise

in digitalisation and AI. Our early

positioning in expanding generation

capacity, cross-border renewable

energy imports and low carbon

energy vectors gives us strategic

relevance in the energy transition

and also strengthens Keppel’s

ability to support power-intensive

sectors, such as digital infrastructure.

Q How has Keppel positioned itself

to capture long-term growth

from the increasing convergence

between the energy transition

and digital infrastructure?

A Digitalisation and AI are reshaping

infrastructure demand. The next

phase of growth will require

integrated solutions that combine

compute, energy and connectivity

at scale. We believe AI adoption

is still in its early innings, and the

infrastructure required will become

increasingly complex as well as

energy- and capital-intensive. Keppel

has positioned itself early across

the digital infrastructure value chain

– through cleaner energy, data

centres, subsea connectivity and

multi-faceted investment solutions

from private funds to listed real

estate or infrastructure trusts.

Our approach has been to secure

critical enablers ahead of demand,

such as access to power, land and

fibre in key datahubs, and commit

capital through our private funds

when customer visibility is clear.

Our powerbanking strategy for

data centres, for example, reduces

execution risk, supports disciplined

scaling under our asset-light

model and builds a pipeline of

assets to support FUM growth.

In 2025, we also commenced

commercial traffic on the Bifrost

Cable System, expanded our AI-ready

capabilities and grew our Asia Pacific

data centre powerbank4 to over

1.0 GW. We are also preparing to

develop our floating data centre

project in 1H 2026. Together with

our growing technology solutions

and services business, these

initiatives strengthen Keppel’s

ability to serve hyperscalers and

enterprises across the value chain.

Q AI is transforming sectors and the

global economy. What does this

mean for Keppel as a company?

A AI is probably the most impactful

force since the Industrial Revolution.

It is fundamentally reshaping how we

work, invest and operate. At Keppel,

we see our role in two dimensions

– enabling AI and embedding AI.

As an ecosystem player, we

enable AI by providing the critical

infrastructure it requires. These are

capital-intensive developments, and

scaling them requires substantial

institutional capital. Our asset-light

model allows us to mobilise funds

raised from our LPs, alongside our

sponsor capital and co-investments,

to deliver infrastructure at scale.

In this way, Keppel supports the

growth of AI while reinforcing our

asset management platform.

At the same time, we are embedding

AI within our enterprise. We have

developed AI agents across our

fund management, investment

and operating platforms that

merge our experience and industry

know-how with AI to create use cases.

Our in-house AI agents provide

actionable investment insights,

and also support the design and

operation of complex infrastructure

and data centre projects.

To fully harness AI’s potential,

and create strong competitive

advantage, Keppel will not only

enable AI infrastructure, but also

be an AI-enabled asset manager.

Q Can you share about Keppel’s

goals for asset monetisation

and the progress made?

A Monetisation is integral to our

transformation into a focused,

asset-light global asset manager

and operator. At the outset, our

objectives have been to lighten

our balance sheet, unlocking

capital for growth, to reduce debt

and reward shareholders.

Since October 2020, we have

announced about $14.5 billion

in asset monetisation. Amidst

volatile market conditions, we have

continued monetising assets, even

in challenging markets such as

China and Myanmar. Notably, in

2025, we were able to unlock value

from our landbank in North Island

in Tianjin, which created significant

value uplift, notwithstanding

the difficult market conditions.

In early 2025, we also established

an Accelerating Monetisation Task

Force to sharpen coordination and

execution across the Company.

A significant milestone was the

proposed sale of M1’s telco

business to Simba announced in

August 2025, which will simplify

our business and advance our

strategy as an asset-light global

asset manager and operator. The

transaction is pending regulatory

approval5, and when completed,

is expected to unlock about

$1.3 billion6 from our balance

sheet, with close to $1.0 billion7 to

be received by Keppel in cash.

Looking ahead, we have another

$13.5 billion8 of non-core assets

as at end-2025 that we aim to

divest substantially by 2030.

We are committed to this goal

and will continue to execute with

discipline and clarity of purpose.

1 Includes returns (net of attributable financing costs) from sponsor stakes (in listed and private funds) and co-investments amounting to $53 million in

FY 2025 (FY 2024: -$44 million).

2 As at end-2025; based on Keppel’s existing generation capacity.

3 Revenues to be earned over 10–15 years.

4 Capacity for future data centre development.

5 As at the latest practicable date on 2 March 2026.

6 Computed based on estimated divestment proceeds and net debt to be deconsolidated as of date of transaction announcement. The actual monetisation

amount is subject to post-completion adjustments and the net debt at date of completion.

7 Subject to post-completion adjustments and the net debt of M1’s telco business at date of completion.

8 Refers to gross asset carrying value as at 31 December 2025.

Keppel has positioned itself early across the digital infrastructure value chain – through cleaner energy, data centres, subsea connectivity and multi-faceted

investment solutions from private funds to listed real estate or infrastructure trusts.

STRONG NEW KEPPEL

EARNINGS GROWTH

39%

Increase yoy to a net profit

of $1.1 billion in FY 2025

ROBUST MONETISATION

$14.5b

Announced since the

start of the monetisation

programme in October 2020

12

13

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Interview with the CEO

Q What are your thoughts about

balancing the needs between

funding growth, reducing debt

and rewarding shareholders?

A As the New Keppel scales, we will

not be relying primarily on our

balance sheet to fund expansion.

Growth will be driven alongside

third-party capital through our

private funds, enabling us to

undertake larger and more

capital-intensive projects than our

balance sheet alone can support.

As sponsor and General Partner,

we typically co-invest about 10–15%

alongside our LPs. As FUM grows, the

capital required for our sponsor

stakes and co-investments will also

grow. At the same time, capital is

also being returned to us in the

form of distributions. As an LP,

we received over $400 million1 in

distributions from our funds in

FY 2025. As our asset management

platform scales, this effect becomes

more substantial and will help

fund future investments as well as

dividends of the New Keppel.

In addition, we have set a 10–15%

payout ratio on the gross value

of completed monetisation for the

financial year. This further allows

us to share the fruits of our

monetisation programme with

shareholders, while retaining

flexibility to respond to market

opportunities as well as reduce

leverage through the remaining

capital unlocked.

Q How do you think about

leadership continuity and

the culture at Keppel? Has it

changed as Keppel transformed?

A Keppel’s transformation has never

been about specific individuals.

It has always been a collective

effort across the Board,

management and our different

teams. Over the past few years,

we have strengthened our

leadership bench, sharpened

governance and embedded

disciplined capital management

across the Company. Succession

planning is carefully thought out

and ongoing at every level, with

the aim of building an enduring

company with operational depth

and the right talents.

While our business has evolved,

the core values and strengths that

define Keppel have remained

unchanged, including the tenacity

and willingness to reinvent ourselves

to stay relevant across cycles. These

values, which we now articulate as

ACT – Agile, Can Do and Trusted –

underpin our progress as a global

asset manager and operator, and

will guide us as we continue our

growth momentum.

Keppel’s culture is anchored by our

purpose of “creating solutions for

a sustainable future”. We operate

in sectors critical to the energy

transition, digital connectivity and

sustainable urban development.

This resonates with Keppelites,

with the Company registering a

strong engagement score of 88%

in our 2025 Employee Engagement

Survey, four percentage points

higher yoy. 91% of employees also

indicated that they are proud to

work for Keppel and support

our transformation.

As we enter the third year of the

New Keppel, our strategy is clear,

the Company is scaling and our

culture is strong. I am confident the

foundations are in place for Keppel

to continue progressing onwards

and upwards in the years ahead.

Keppel’s proprietary assets

funded through our private

funds, such as the Keppel Sakra

Cogen Plant (in picture), can

deliver attractive returns to our

LPs while generating recurring

income for Keppel over many years

through asset management

and operations.

As the New Keppel scales, we will not be relying primarily on our

balance sheet to fund expansion. Growth will be driven alongside

third-party capital through our private funds, enabling us to

undertake larger and more capital-intensive projects.

Keppel’s transformation is driven by a collective effort across the Board, management and our

different teams.

1 Includes return of capital and return on capital from the private funds.

14

KEPPEL LTD.

15

Annual Report 2025

OVERVIEW

Interview with the CEO

Investors favour managers who combine investment discipline

with execution capabilities. This is where Keppel’s advantage

lies, in our ability to create opportunities within our ecosystem,

structure scalable solutions and deliver our projects well.

CHRISTINA TAN, Chief Investment Officer

Message

from the CIO

As at end-2025, our Sustainable

Urban Renewal strategy’s total FUM

scaled to about $4.1 billion, while

Keppel Education Asset Fund II

reached about $2.6 billion in FUM.

In Connectivity, Keppel Data Centre

Fund III continues to gain traction

with LPs, growing its FUM to about

$2.7 billion as at end-2025.

Today, we are working with a growing

base of pension funds, sovereign wealth

funds and financial institutions

across the world, and are increasingly

sought out for differentiated real asset

strategies. A significant milestone

in 2025 was our collaboration with

AIIB, which aims to mobilise up

to US$1.5 billion for sustainable

infrastructure investments across

the Asia Pacific.

We are also strengthening our platform

capabilities by embedding digital

and AI tools across our investment

and operating processes. At our

annual flagship innovation forum,

Keppel NEXT 2025, we showcased

in-house AI agents which support deal

evaluation, portfolio analytics and

risk management, sharpening insights

and accelerating decision-making.

Amidst global volatility, private real

assets continue to provide stability

in institutional portfolios. Capital

is increasingly being redeployed to

Asia, where structural demand for

energy transition, urbanisation and

digitalisation solutions remains

strong. As a Singapore-headquartered

firm with deep operating experience

in the Asia Pacific, Keppel is well-

positioned at the centre of these

secular trends.

In a more selective capital environment,

investors favour managers who

combine investment discipline with

execution capabilities. This is where

Keppel’s advantage lies, in our

ability to create opportunities within

our ecosystem, structure scalable

solutions and deliver our projects

well. The expansion of our Asia Pacific

Despite a challenging international

environment, we continued to build

on our momentum in 2025 with

increasing institutional recognition

for Keppel’s unique integrated asset

manager-operator model. Global

Limited Partners (LPs) continued

allocating capital across the energy

transition, digital infrastructure and

sustainable urban renewal – strategies

where our operational know-how and

asset management capabilities have

delivered value across market cycles.

During the year, fundraising and

portfolio expansion across our private

funds, REITs and infrastructure trust

added $10.1 billion of new Funds

under Management1 (FUM). We

completed $11.4 billion of acquisitions

and $2.9 billion of divestments

through active portfolio management

and disciplined capital recycling.

By end-2025, our total FUM reached

$95 billion and asset management

fees2 grew to $453 million, both

compounding at about 20% annually

over the past five years. With a

$33 billion deal pipeline, two-thirds

in infrastructure and connectivity, we

are well-positioned to scale further.

Across our flagship private funds,

we advanced fundraising, deployment

and value realisation, growing in both

track record and scale. Keppel Asia

Infrastructure Fund announced the

divestment of 800 Super at over

$600 million, based on 100% of

800 Super’s enterprise value, with an

expected mid-teen Internal Rate of

Return and gains equivalent to about

half the capital invested for LPs upon

divestment completion. Meanwhile,

Keppel Infrastructure Fund acquired

one of the world’s largest subsea

cable solution providers, Global

Marine Group. With up to US$125 million

in capital from Asian Infrastructure

Investment Bank (AIIB) secured in

February 2026, Keppel Private Credit

Fund III’s FUM has grown to about

$725 million, of which close to half has

been deployed across infrastructure-

linked opportunities in the Asia Pacific.

RANKED AMONG GLOBAL

ASSET MANAGERS

4th largest

IPE Real Assets’ Top 100

Infrastructure Managers

in the Asia Pacific by

Assets Under Management;

Ranked 23rd largest globally

GROWING ASSET

MANAGEMENT FEES

20%

Compounded annual growth

rate over the past five years

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested FUM.

2 Includes 100% fees from subsidiary managers, joint ventures and associated entities, as well as share of fees based on shareholding stake in associate with which

Keppel has strategic alliance. Also includes asset management, transaction and advisory fees on sponsor stakes and co-investments (including for funds which

are wholly owned).

3 Capacity for future data centre development.

data centre powerbank3 to over

1.0 GW, with the potential to translate

into approximately $10 billion of data

centre FUM, illustrates how we secure

upstream opportunities to fuel

growth. Together with proprietary assets

such as the Keppel Sakra Cogen Plant

and the Bifrost Cable System, these

projects demonstrate our ability to

generate stable, long-term income

streams across our portfolios.

I would like to thank our LPs and

shareholders for the trust and

confidence as we continue to grow

the Company, delivering strong

returns and supporting the transition

to a greener, more connected world.

Yours sincerely,

CHRISTINA TAN

Chief Investment Officer

2 March 2026

16

17

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Message from the CIO

Connectivity

• Expanded data centre portfolio by 23% to over

800 MW in gross power capacity6.

• Secured a conditional 10-year land lease extension

for the two data centres at Keppel Data Centre

Campus, generating additional divestment gains.

• Secured 720 MW of powerbank7 near Melbourne,

expanding Keppel’s powerbank to over 1.0 GW, which

has the potential to translate to approximately

$10 billion in FUM when fully activated.

• Progressed work on Floating Data Centre; targeting

to start construction in 1H 2026.

• Bifrost Cable System commenced commercial

traffic flow in 2025; signed term sheet for granting

an Indefeasible Right of Use for a third fibre pair

in January 2026.

DRIVING ASSET MONETISATION

• Announced asset monetisation of $14.5 billion8

since 4Q 2020, with $2.9 billion announced

in 2025, including the proposed sale of M1’s

telco business.

• Completed $1.6 billion9 of monetisation deals.

• Announced aim to pay out 10–15% of the gross

value of asset monetisation transactions

completed in the financial year as special

dividends, until the monetisation programme

is completed.

ACHIEVING SYNERGY CAPTURE

• Attained $98 million in run-rate cost savings,

cumulative since start of 2023; on track to

achieve $120 million run-rate savings target by

end-2026.

BUILDING A TECH- AND AI-ENABLED COMPANY

• Built and operationalised the Keppel AI platform,

which unifies organisational workflows and

institutionalises data-driven sense-making

at scale.

• Deployed specialised agentic workflows

and models, enhancing investment analysis

and decision-making, infrastructure project

intelligence and prediction of potential

data centre failures.

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested FUM.

2 EBITDA is defined market as profit before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and

joint ventures).

3 As at end-2025; based on Keppel’s existing generation capacity.

4 After factoring in market reserves requirements.

5 IWMF stands for integrated waste management facility.

6 Includes projects under development.

7 Capacity for future data centre development.

8 This includes the $4.7 billion Keppel Offshore & Marine divestment in 2023, including the Sembcorp Marine (now Seatrium) shares, which were distributed or held

in the segregated account, at $2.30 per share (or $0.115 per share prior to the share consolidation undertaken by Seatrium in 2023; $0.115 was the last traded

price of the shares on the first market day immediately following the date of the combination) and the $0.5 billion cash component.

9 Refers to the monetisation deals, announced in or before 2025, but completed in 2025 based on their announced gross values.

10 Including Non-Core Portfolio for Divestment and Discontinued Operations, net profit was $789 million in FY 2025, compared to $940 million in FY 2024.

11 Net debt is defined as net debt of the Group less net debt attributable to the Non-Core Portfolio for Divestment (non-core portfolio), while EBITDA refers to profit

before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and joint ventures), excluding P&L effects from

the Non-Core Portfolio for Divestment. Including the Non-Core Portfolio and Discontinued Operations, the net debt to EBITDA was 5.1x as at end-2025, compared to 5.9x

as at end-2024.

12 Refers to return generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable to the Non-Core Portfolio. Including

the Non-Core Portfolio for Divestment and Discontinued Operations, Return on Equity was 7.4% in FY 2025, compared to 8.9% in FY 2024.

13 The dividend in-specie of one Keppel REIT unit for every nine Keppel shares held is equivalent to approximately 11 cents per Keppel share based on Keppel’s issued

share capital of 1,801,659,827 shares (excluding treasury shares) as at 31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

Accelerate

Business Growth

1

NEW KEPPEL NET PROFIT10

$1,100m

39% higher than $793 million in FY 2024

NEW KEPPEL RECURRING INCOME

$941m

up 21% from $779 million in FY 2024

NEW KEPPEL NET DEBT TO EBITDA11

2.0x

as at end-2025, lower than 2.3x at end-2024

NEW KEPPEL RETURN ON EQUITY12

18.7%

compared to 14.9% in FY 2024

TOTAL DIVIDEND

~47 cts

per share, comprising 34 cents ordinary cash

dividend and special dividend of 2 cents

per share and 1 Keppel REIT unit for every

9 Keppel shares held13

SCALING UP AS AN ASSET MANAGER AND OPERATOR

• Achieved Funds under Management1 (FUM) of

$95 billion by end-2025, 8% higher year on year (yoy).

• Completed $11.4 billion of acquisitions and $2.9 billion

of divestments.

• Grew asset management net profit to $189 million,

15% higher yoy.

• Scaled flagship funds: Total FUM grew to about

$4.1 billion for Sustainable Urban Renewal strategy,

about $2.6 billion for Keppel Education Asset Fund II,

and about $2.7 billion for Keppel Data Centre Fund III

as at end-2025.

Infrastructure

• Delivered record high net profit and EBITDA2.

• Resilient contracted power capacity with 67%3 locked

in for three years or more; Keppel Sakra Cogen Plant

planned for generation readiness in 1H 2026, and fully

contracted4 for 2026 and 2027.

• Completed high-efficiency upgrades at Keppel Merlimau

Cogen Plant.

• Hong Kong IWMF5 and Tuas Nexus IWMF were 95% and

81% completed respectively.

• Over $7.1 billion of long-term contracts from decarbonisation

and sustainability solutions (DSS), with revenues to be

earned over 10–15 years.

• Achieved $130 million EBITDA2 from DSS, surpassing the

projection of $100 million.

Real Estate

• Achieved $98 million in total Real Estate-as-a-Service

revenue including urban solutions, such as sustainable

urban renewal, retail and senior living.

• Announced monetisation of $1.3 billion of real estate

assets in Singapore, China, India and Vietnam.

• Completed Keppel South Central in Singapore.

• Launched senior living facility in Jinan, Shandong;

expanding footprint into Foshan, Guangdong.

Highlights of

Achievements

in 2025

Keppel made strong strides

forward in 2025 as a global

asset manager and operator.

Drive Financial

Performance

2

18

19

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Vision 2030 in Action

Develop

Our People

DEMONSTRATE STRONG

EMPLOYEE ENGAGEMENT AND

EMPLOYER RECOGNITION

• Achieved strong engagement

score of 88%, above Mercer’s

global average. 91% of staff

indicated that they are proud

to work for Keppel and support

the Company’s transformation.

• Named one of the Best

Employers Asia-Pacific 2026 by

the Financial Times and Statista,

for the second consecutive year.

• Certified by Top Employers

Institute as a Top Employer

in Singapore and China, since

2020 and 2023 respectively.

• Met target of 20 learning hours

per employee on average.

STRENGTHEN TALENT BENCH TO

ENHANCE SUCCESSION PLANNING

• Built a strong pipeline of

potential successors for

critical positions.

Enhance Governance,

Compliance, Risk

Management and Safety

GOVERNANCE

• Augmented Board’s skills,

knowledge and experience with

appointment of independent

Deputy Chairman.

• Introduced new minimum

shareholding requirement for

Non-Executive Directors.

• Ranked 2nd in the Singapore

Governance and Transparency

Index 2025 – General Category.

COMPLIANCE AND

RISK MANAGEMENT

• Continued to enhance

and embed the revamped

Enterprise Risk Management

framework across Keppel,

strengthening risk governance

and decision making.

• Achieved zero major adverse

risk management and

compliance events.

• Safeguarded Keppel’s

information and technology

assets by strengthening

governance and controls,

with no major cybersecurity

incidents in 2025.

• Uplifted cyber resilience

through proactive defensive

measures, alongside continued

elevation of cyber readiness

and culture.

SAFETY

• Achieved zero fatalities across

global operations1, for the third

consecutive year.

• Received two Workplace Safety

and Health awards.

Champion

Sustainability

WORK TOWARDS ESG GOALS,

INCLUDING CARBON EMISSIONS

REDUCTION TARGETS2

• Continued to reduce Scope 1

and 2 emissions compared to

2020 base year and yoy.

• Retained MSCI AAA ESG rating

and remained in the Dow Jones

Best-In-Class World and Asia

Pacific Indices.

• Named one of the World’s

Most Sustainable Companies by

TIME Magazine and Statista for

the second consecutive year.

MAKE A POSITIVE IMPACT ON

THE COMMUNITY

Volunteers

• More than 11,800 hours of

community service, exceeding

target of 10,000 hours.

Social Investments &

Industry Advancement

• $4.2 million contributed to

social investment spending and

industry advancement.

1 This refers to entities and assets operated by Keppel.

2 Further details will be provided in Keppel’s Sustainability Report to be published in May 2026.

3 Refers to gross asset carrying value as at 31 December 2025.

3

4

5

Focus Areas in 2026

Accelerate Growth as a Leading

Global Asset Manager and Operator

Accelerate

Asset Monetisation

• Work towards FUM

targets of $100 billion

by end-2026 and

$200 billion by 2030.

• Drive operational

excellence across

segments.

• Aim to substantially

monetise $13.5 billion3

non-core portfolio

by 2030.

Develop

Our People

• Sustain and deepen

quality of employee

engagement.

• Continually assess and

build talent capabilities.

• Enhance business

continuity through robust

succession planning.

Champion

Sustainability

• Work towards ESG goals,

including long-term

carbon emissions

reduction targets.

• Make a positive impact

on the community.

Drive Financial

Performance

• Achieve Vision 2030

financial targets.

• Further grow recurring

income.

• Aim to attain $120 million

in run-rate cost savings

from synergy capture

by end-2026, cumulative

from start of 2023.

Enhance

Governance,

Compliance,

Risk Management

and Safety

• Ensure strong governance,

risk management,

compliance, controls

and safety standards.

• Continue to execute

Zero Fatality Strategy.

20

21

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Vision 2030 in Action

At Keppel, AI is a force multiplier and a strategic enabler as well as a

business opportunity. We enable the growth of AI through providing

supporting solutions such as cleaner energy, data centres, and subsea

cable connectivity, as well as investment solutions.

Within the Company, our AI strategy is built around three core goals:

achieving efficiency gains, sharpening decision making, and enhancing

operational capabilities. Going beyond strategic aspirations, these

goals are grounded in tangible use cases that align with our dual role

as both an asset manager and operator.

We are also embedding AI into our enterprise, by merging our experience

and industry know-how with AI to create agents that deliver real-world

results, such as providing actionable investment insights or assisting

us in the design and operation of complex infrastructure.

Enabling AI and

Embedding AI

23

Annual Report 2025

22

KEPPEL LTD.

OVERVIEW

Enabling AI and Embedding AI

In 2025, the Keppel NEXT forum

brought together an international

audience of Limited Partners (LPs),

thought leaders and technology

experts to explore emerging trends

and technologies shaping the future

of investment and enterprise. From

agentic AI to quantum-safe networks,

the event highlighted how innovation

is being applied to address real-world

challenges and unlock new

investment opportunities.

Keppel NEXT is supported by the

Keppel Technology Advisory Panel

(KTAP), comprising global thought

leaders and business veterans from

key industries relevant to Keppel.

TECHNOLOGY AS A CATALYST

FOR GROWTH

In his opening address at Keppel NEXT,

our CEO, Mr Loh Chin Hua, emphasised

that while Keppel’s business model

has evolved, we continue to leverage

our deep engineering and operating

capabilities to deliver innovative

solutions for customers and strong

value for LPs.

This includes Keppel’s journey

with AI, which began with small-scale

experiments but accelerated in early

2024 when we made the decision to

apply AI at the enterprise level.

Today, with support from various

partners, Keppel is incubating, testing

and scaling AI and machine learning

across the fund management,

investment and operating platforms.

INVESTING IN A WORLD OF DISRUPTION

At a panel discussion titled “Investing

amidst uncertainty and disruption”,

moderated by Mr Chua Kee Lock,

Chairman of KTAP, seasoned investors

shared insights on navigating a volatile

global landscape. The panel featured

Dr Jeffrey Jaensubhakij, Advisor and

former Group CIO of GIC; Ms Jenny Lee,

Senior Managing Partner of Granite Asia;

and Mr Gilles Chow, MD, Head of Real

Estate Asia Pacific at CPP Investments.

The discussion explored how investors

are adapting to economic instability,

geopolitical tensions and rapid

technological shifts. While market

sentiment remains cautiously optimistic,

risks such as unsustainable fiscal

policies and trade disruptions are

prompting a shift in strategy. Companies

are prioritising cash flow, supply chain

resilience and domestic market strength,

with technology – especially AI – enabling

leaner teams to scale efficiently.

Deglobalisation, regionalisation

and climate adaptation are reshaping

investment decisions, making

diversification and risk management

more critical than ever. The consensus

was clear – success in today’s

environment requires agility, selectivity,

and a readiness to embrace new

models and technologies.

A PLATFORM FOR PARTNERSHIP

AND PROGRESS

Keppel NEXT 2025 highlighted

Keppel’s ongoing journey as a

technology-forward asset manager

and operator, focused on delivering

value through innovation.

For LPs and collaborators, Keppel NEXT

has become a valuable platform to

exchange insights, discuss practical

solutions and uncover a new wave of

generational investment opportunities.

Guests experienced a virtual reality tour of Keppel’s pioneering floating data centre project.

ASSET MANAGEMENT

Since the launch of Keppel’s proprietary generative AI

applications, Alpha and Duet, which focused on deal

evaluation and research respectively, the tools have

analysed over 50,000 companies and answered more than

17,000 questions.

Alpha accelerates investment deal evaluation by up to

four times. It processes a wide range of document formats

– PDFs, spreadsheets, presentations, and notes – building

a comprehensive knowledge base of transactions. By

integrating with Duet, Alpha gains access to deep market

analysis, sector insights, and company-level research,

enabling more informed and timely evaluations by the

investment teams.

Our investment teams can interact with Alpha through

smart questions and answers, instantly retrieving insights

from deal documents and market research. Alpha can also

auto-generate draft investment presentations, giving our

investment teams a head start.

Unlike many in the industry, we go beyond mainstream

sources of information, by layering on our own

proprietary operating data and alternative datasets

which are continuously produced through AI and cloud

computing. This expanded data surface can help uncover

high-value insights.

rollouts underway, Athena acts as a “black swan detector”,

predicting rare but high-impact failures like cooling

system breakdowns before they occur. Using signal

processing and artificial intelligence – covering vibration,

sound, and higher order harmonics – Athena identifies

early warning signs and highlights them to data centre

operators, helping extend maintenance cycles without

increasing risk, reducing costs while enhancing reliability.

Another innovation, Agent9D, is being designed to

work alongside project managers to improve complex

project execution. It identifies chokepoints and potential

delays in different project workstreams before they

escalate, and suggests preemptive action. Agent9D also

optimises resources in real time, adapting to changes

during project execution. The targeted results: up to

30% improvement in timely project delivery and a 50%

reduction in site changes – translating to real savings

in time and cost.

OPERATIONS

Keppel’s AI innovation goes beyond speed – it is about doing

things differently. We have developed the Keppel AI platform

(KAI) – Keppel’s proprietary AI operating system that

enhances workflows, collaboration and decision making.

KAI integrates multiple AI models – including ChatGPT,

Claude and Gemini – to improve research and avoid blind

spots. It enables the creation of AI agents that think like

experts, trained on proprietary data and subject matter

expertise. These agents evaluate opportunities using both

qualitative and quantitative reasoning, offer real-time

recommendations, and collaborate like digital co-workers.

KAI can enhance processes, such as Know-Your-Customer

and client onboarding.

In Keppel’s Connectivity Division, another AI solution, the

Athena system, is already transforming data centre

operations. Currently deployed in one facility with more

Keppel NEXT is our annual flagship innovation forum, showcasing

Keppel’s ongoing transformation into an AI- and technology-enabled

global asset manager and operator.

Keppel has advanced from conceptualisation of AI solutions to

the organisation-wide adoption of a live enterprise ecosystem

and platform.

Operationalising AI

KEPPEL TECHNOLOGY

ADVISORY PANEL

KTAP supports Keppel’s innovation

ecosystem by providing an

outside-in perspective on the

rapidly evolving global technology

landscape. The panel provides

input and guidance on technology

foresight and innovation across

our business, enriching Keppel’s

collaboration within global

innovation ecosystems.

KTAP is chaired by Mr Chua Kee

Lock, Group President & CEO of

Vertex Holdings, and comprises

Dr Romain Debarre, Managing

Director of the Kearney Energy

Transition Institute and a

Partner in Kearney’s Energy &

Process Industries Practice;

Professor Cheong Koon Hean,

Chairman of the Ministry of

National Development’s Centre

for Liveable Cities Advisory Panel

and Singapore University of

Technology and Design’s

Lee Kuan Yew Centre for

Innovative Cities; and

Mr Christian Belady, Senior

Advisor to Digital Bridge.

From accelerating deal evaluations to predicting operational risks, Keppel

is developing and deploying AI in practical, high-impact ways that deliver

real-world results.

24

25

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Enabling AI and Embedding AI

Ecosystem Player in

Digital Infrastructure

Digitalisation and AI are fuelling the global demand for compute power, which

relies on an interconnected network of data centres, subsea cables, and power

and cooling infrastructure. Keppel’s integrated ecosystem for digital infrastructure

connects multiple pools of capital with deep operating capabilities, allowing us to

mobilise funding for large-scale, capital-intensive projects in an asset-light manner.

This distinctive competitive advantage enables us to deliver compelling solutions to

our customers and strong returns for our Limited Partners and shareholders.

GLOBAL TRENDS

AI-driven growth requires significant infrastructure investments, opening up diverse

opportunities for Keppel as an integrated ecosystem player.

US$1.3t

2x

US$6.7t

3x

Projected investments

in renewable energy

generation in the

Asia Pacific from 2020

to 20303

Growth in global demand

for electricity by 2050

compared to 2023, driven

by transportation and

data centre sectors4

Capex needed for

data centres to keep

pace with the global 

demand for compute

power by 20304

Global demand growth

for data centre capacity

by 2030 from 2025, with

70% of total demand

coming from AI workloads4

Data

centre

Data

centre

Cable

landing

station

Cable

landing

station

Renewables

and clean

energy

Subsea cable

operations and

maintenance

Subsea cable

system

District

cooling

plant

Water

treatment

plant

Hydrogen-

compatible

CCGT plant

Enterprise

customers

1 As at end-2025; includes completed projects and those under development.

2 Capacity for future data centre development.

3 Source: Wood Mackenzie (2021).

4 Source: McKinsey & Co (2025).

Cooling

We develop and operate

energy-efficient cooling solutions,

including district cooling systems

for major business parks and

industrial estates as well as solutions

for individual buildings.

Power and Clean Energy

Our proven capabilities span

the generation, importation

and retailing of power, including

developing and operating critical

energy infrastructure. We are

expanding cross-border renewable

energy imports and low carbon

energy vectors, strengthening

Keppel’s ability to support power-

intensive sectors, such as digital

infrastructure.

Data Centres

Keppel is a leading data centre

developer and operator with over

20 years’ experience across the

Asia Pacific and Europe. We have a

portfolio of 39 data centres with over

800 MW of gross power capacity1, which

is further augmented by an Asia Pacific

powerbank2 of over 1.0 GW that helps

to accelerate time to market.

Multiple Capital Pools

We can mobilise multiple pools of

investment capital from our private

funds, co-investors, Keppel’s balance

sheet, and listed real estate and

infrastructure trusts.

Subsea Cable

Connectivity

We have established capabilities in

the subsea cable value chain, as joint

build partner of the Bifrost Cable

System and an investor in Global

Marine Group, a world-leading subsea

cable installation and maintenance

solutions provider.

Technology Solutions

and Services

We provide technology solutions and

services, such as hybrid multi-cloud

and intelligent edge, which together

with our digital infrastructure expertise,

enable Keppel to participate in

the full value chain, serving both

hyperscalers and enterprises.

26

27

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Enabling AI and Embedding AI

DANNY TEOH, 70

Chairman

Non-Executive and

Non-Independent Director

Date of first appointment as a director:

1 October 2010

Date of last re-election as a director:

21 April 2023

Length of service as a director

(as at 31 December 2025):

15 years 3 months

Board Committee(s) served on:

Nominating Committee (Member);

Remuneration Committee (Member);

Board Sustainability and Safety Committee (Member)

Academic & Professional Qualification(s):

Member of the Institute of Singapore Chartered Accountants;

Qualified as a Member of the Institute of Chartered Accountants,

England & Wales

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

Nil

Major Appointments (other than abovementioned directorships):

Nil

Past Directorships held over the preceding

5 years (from 1 January 2021 to 31 December 2025):

DBS Bank (Taiwan) Ltd; M1 Limited

Others:

Former Managing Partner, KPMG LLP, Singapore; Past member of

KPMG’s International Board and Council; Former Head of Audit and

Risk Advisory Services and Head of Financial Services, KPMG LLP

N

R

SS

N

R

SS

PIYUSH GUPTA, 66

Deputy Chairman

Non-Executive and

Independent Director

Date of first appointment as a director:

1 July 2025

Date of last re-election as a director:

N.A.

Length of service as a director (as at 31 December 2025):

6 months

Board Committee(s) served on:

Nominating Committee (Member); Renumeration Committee

(Member); Board Sustainability and Safety Committee (Member)

Academic & Professional Qualification(s):

Bachelor of Arts (Honours) in Economics, St. Stephen’s College,

Delhi University, India; Post Graduate Diploma in Management,

Indian Institute of Management, Ahmedabad, India

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

Mandai Park Holdings Pte Ltd

Major Appointments (other than abovementioned directorships):

Temasek International Advisors Pte. Ltd. (Chairman, India); Singapore

Management University (Chairman of Board of Trustees); National

Research Foundation, Singapore (Board Member); Lee Kuan Yew Exchange

Fellowship (Board Member); Council of Presidential Advisers (Alternate

Member); Indian Business-leaders Roundtable under Singapore Indian

Development Association (SINDA) (Managing Council Member); SG Her

Empowerment Limited (Special Adviser); SGH Future Health Roundtable

Advisory Council (Member); Singapore Indian Development Association

(SINDA) (Term Trustee); BirdLife International, UK (Co Chairman, Global

Advisory Group); Campaign for Nature (Global Steering Committee Member)

Past Directorships held over the preceding 5 years

(from 1 January 2021 to 31 December 2025):

Verified Impact Exchange Holdings Pte. Ltd. (Director); Advisory Council

on the Ethical Use of Artificial Intelligence (AI) and Data Singapore

(Council Member); Bretton Woods Committee, USA (Member, Advisory

Council); Council for Board Diversity, Singapore (Council Member);

Enterprise Singapore (Board Member); Institute of International Finance,

Washington (Vice Chairman); McKinsey Advisory Council (Council Member);

World Business Council for Sustainable Development, Switzerland (Vice

Chairman, Executive Committee); DBS Group Holdings Ltd. (CEO & Director);

DBS Bank Ltd. (CEO & Director); DBS Bank (Hong Kong) Limited (Vice

Chairman); The Association of Banks in Singapore (Chairman); The Institute

of Banking & Finance, Singapore (Vice Chairman); Dr Goh Keng Swee

Scholarship Fund (Deputy Chairman); Mastercard Asia Pacific Advisory

Board (Board Member); CNBC ESG Network, USA (Member); International

Business Leaders’ Advisory Council for the Mayor of Shanghai (IBLAC)

(Council Member); Ministry of Trade and Industry Singapore – Future

Economy Advisory Panel (Member)

Others:

Nil

Remuneration Committee

R

Board Risk Committee

BR

Board Sustainability

and Safety Committee

SS

Board Committees

Nominating Committee

N

Audit Committee

A

28

KEPPEL LTD.

OVERVIEW

Board of Directors

LOH CHIN HUA, 64

Executive Director and

Chief Executive Officer

Date of first appointment as a director:

1 January 2014

Date of last re-election as a director:

21 April 2025

Length of service as a director

(as at 31 December 2025):

12 years

Board Committee(s) served on:

Board Sustainability and Safety Committee

(Member)

Academic & Professional Qualification(s):

Bachelor in Property Administration,

Auckland University; Presidential Key

Executive MBA, Pepperdine University;

CFA® charterholder

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

Keppel Management Ltd. (Chairman);

Keppel Infrastructure Holdings Pte. Ltd.

(Chairman); Keppel Capital Holdings Pte. Ltd.

(Chairman); Keppel Care Foundation Limited;

M1 Limited (Chairman)

Major Appointments (other than

abovementioned directorships):

Urban Redevelopment Authority

(Board Member)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

Various companies under Keppel; Singapore

Economic Development Board (Board

Member); EDB Investments Pte Ltd

(Board Member); National University of

Singapore (Member of Board of Trustees)

Others:

Nil

SS

SHIRISH APTE, 73

Non-Executive and

Lead Independent Director

Date of first appointment as a director:

1 July 2021

Date of last re-election as a director:

21 April 2025

Length of service as a director

(as at 31 December 2025):

4 years 6 months

Board Committee(s) served on:

Nominating Committee (Chairman);

Board Risk Committee (Chairman);

Remuneration Committee (Member)

Academic & Professional Qualification(s):

Qualified as a Member of the Institute of

Chartered Accountants in England and Wales;

Member of the Institute of Chartered

Accountants, India

Present Directorships (as at 1 January 2026):

Listed companies

Standard Chartered PLC, London

Other principal directorships

Singapore Life Holdings Pte. Ltd.;

Hillhouse Investment Management Ltd.

Major Appointments (other than

abovementioned directorships):

Nil

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

IHH Healthcare Berhad, Malaysia; Acibadem

Healthcare, Turkey; Integrated Hospitals and

Healthcare Bhd; Clifford Capital Holdings

Pte Ltd; Clifford Capital Pte Ltd; Fortis

Healthcare Limited, India; Pierfront Capital

Mezzanine Fund Pte Ltd; Pierfront Capital

Fund Management Pte. Ltd.; KP Management

(GL) Pte. Ltd.; KPCF Investments Pte. Ltd.;

Commonwealth Bank of Australia; Fullerton

India Credit Company Limited, India;

Keppel Infrastructure Holdings Pte. Ltd.;

Singlife Financial Advisers Pte. Ltd.

Others:

Nil

R

BR

N

THAM SAI CHOY, 66

Non-Executive and

Independent Director

Date of first appointment as a director:

1 November 2019

Date of last re-election as a director:

21 April 2025

Length of service as a director

(as at 31 December 2025):

6 years 2 months

Board Committee(s) served on:

Audit Committee (Chairman);

Nominating Committee (Member);

Board Risk Committee (Member)

Academic & Professional Qualification(s):

Bachelor of Arts (Honours) in Economics,

University of Leeds, United Kingdom;

Fellow of the Institute of Singapore

Chartered Accountants and the Institute of

Chartered Accountants in England and Wales

Present Directorships (as at 1 January 2026):

Listed companies

DBS Group Holdings Limited

Other principal directorships

DBS Bank Ltd.; DBS Bank (China) Limited;

DBS Foundation Ltd; EM Services Pte Ltd

(Chairman); Singapore International

Arbitration Centre

Major Appointments (other than

abovementioned directorships):

Mount Alvernia Hospital (Board Member)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

Accounting and Corporate Regulatory

Authority; Keppel Offshore & Marine Ltd;

Nanyang Polytechnic (Board Member)

Others:

Nil

A

BR

N

29

Annual Report 2025

OLIVIER BLUM, 55

Non-Executive and

Independent Director

Date of first appointment as a director:

1 May 2022

Date of last re-election as a director:

21 April 2023

Length of service as a director

(as at 31 December 2025):

3 years 8 months

Board Committee(s) served on:

Board Sustainability and

Safety Committee (Chairman);

Nominating Committee (Member)

Academic & Professional Qualification(s):

Master Business Administration and

General Management, Grenoble Business

School (GEM), France

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

Nil

Major Appointments (other than

abovementioned directorships):

Schneider Electric (Chief Executive Officer)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

Delta Dore, France; Aveva Group PLC,

United Kingdom; Luminous Power

Technologies (P) Ltd, India (Chairman)

Others:

Nil

JIMMY NG, 61

Non-Executive and

Independent Director

Date of first appointment as a director:

1 May 2022

Date of last re-election as a director:

21 April 2023

Length of service as a director

(as at 31 December 2025):

3 years 8 months

Board Committee(s) served on:

Audit Committee (Member);

Board Risk Committee (Member)

Academic & Professional Qualification(s):

Bachelor of Science Degree in Information

Systems, National University of Singapore;

Masters in Business Administration,

Nanyang Technological University

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

NTUC FairPrice Co-operative Limited

(Board Member); FFMC Holdings Pte. Ltd.

(Director); Fullerton Fund Management

Company Ltd. (Director)

Major Appointments (other than

abovementioned directorships):

The Institute of Bank and Finance

Singapore’s (IBF) Technology and

Operations Workgroup (Chairperson)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

Singapore Clearing House Pte Ltd;

Evolve Digitech Pte Ltd

Others:

Nil

A

BR

N

SS

PENNY GOH, 73

Non-Executive and

Independent Director

Date of first appointment as a director:

2 January 2020

Date of last re-election as a director:

19 April 2024

Length of service as a director

(as at 31 December 2025):

6 years

Board Committee(s) served on:

Remuneration Committee (Chairman);

Audit Committee (Member);

Board Risk Committee (Member)

Academic & Professional Qualification(s):

Bachelor of Law (Honours),

University of Singapore

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

HSBC Bank (Singapore) Limited;

Singapore Totalisator Board

Major Appointments (other than

abovementioned directorships):

Allen & Gledhill LLP (Senior Adviser)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

Keppel REIT Management Limited

(the Manager of Keppel REIT);

Keppel Management Ltd.

Others:

Former Co-Chairman and Senior Partner

of Allen & Gledhill LLP

R

A

BR

30

KEPPEL LTD.

OVERVIEW

Board of Directors

ANG WAN CHING, 59

Non-Executive and

Independent Director

Date of first appointment as a director:

1 July 2023

Date of last re-election as a director:

19 April 2024

Length of service as a director

(as at 31 December 2025):

2 years 6 months

Board Committee(s) served on:

Audit Committee (Member);

Board Risk Committee (Member)

Academic & Professional Qualification(s):

Bachelor of Arts (First Class Honours)

in Philosophy, Politics and Economics,

University of Oxford; Masters of Business

Administration (Dean’s List), INSEAD (France)

Present Directorships (as at 1 January 2026):

Listed companies

Nil

Other principal directorships

AS Beteiligungen und

Vermögensverwaltungs GmbH (Germany);

Bavaria Industries

Group AG (Germany)

Major Appointments (other than

abovementioned directorships):

Montana Capital Partners AG (Switzerland)

(Member of Investment Committee)

Past Directorships held over the preceding

5 years (from 1 January 2021 to

31 December 2025):

HQ Holding GmbH & Co KG (Germany);

HQ Capital GmbH & Co KG (Germany)

Others:

Nil

A

BR

KEPPEL REIT MANAGEMENT (Manager of Keppel REIT)

Tan Swee Yiow

Chairman

Ian Roderick Mackie

Lead Independent Director

Alan Rupert Nisbet

Independent Director

Christina Tan

Chief Executive Officer,

Fund Management and

Chief Investment Officer, Keppel

Mervyn Fong

Independent Director

Carol Anne Tan

Independent Director

KEPPEL DC REIT MANAGEMENT (Manager of Keppel DC REIT)

Christina Tan

Chairman

Chief Executive Officer,

Fund Management and

Chief Investment Officer, Keppel

Low Huan Ping

Lead Independent Director

Yeo Siew Eng

Independent Director

Andrew Tan

Independent Director

Thomas Pang Thieng Hwi

Senior Managing Director,

CEO’s Office, Keppel

KEPPEL INFRASTRUCTURE FUND MANAGEMENT

(Trustee-Manager of Keppel Infrastructure Trust)

Daniel Cuthbert Ee Hock Huat

Chairman

Susan Chong Suk Shien

Founder & Chief Executive Officer,

Greenphyto Pte Ltd

Adrian Chan

Independent Director

Ng Kin Sze

Independent Director

Eng Chin Chin

Independent Director

Christina Tan

Chief Executive Officer,

Fund Management and

Chief Investment Officer, Keppel

Khor Poh Hwa

Independent Director

KORE US REIT MANAGEMENT (Manager of KORE US REIT)

Peter McMillan III

Chairman

Co-founder,

Pacific Oak Capital Advisors LLC

Lawrence Sperling

Lead Independent Director

Roger Tay Puay Cheng

Independent Director

Kenneth Tan Jhu Hwa

Independent Director

Sharon Wortmann

Independent Director

Bridget Lee

Chief Investment Officer,

Real Estate, Keppel

Boards of Directors of

Listed REITs & Business Trust

31

Annual Report 2025

KEPPEL

Loh Chin Hua

Chief Executive Officer

Christina Tan

Chief Executive Officer, Fund Management

Chief Investment Officer

Kevin Chng

Chief Financial Officer

Louis Lim

Chief Executive Officer, Real Estate

Cindy Lim

Chief Executive Officer, Infrastructure

Manjot Singh Mann

Chief Executive Officer, Connectivity

Chief Digital Officer

Jopy Chiang

Deputy Chief Investment Officer

Thomas Pang

Senior Managing Director, CEO’s Office

(Appointment till 31 March 2026)

Francois van Raemdonck

Managing Director & Head,

Transformation & Innovation

Yeo Meng Hin

Chief Human Resource Officer

Ho Tong Yen

Chief Sustainability Officer

Managing Director & Head,

Corporate Communications

Tok Soo Hwa

Deputy Chief Financial Officer

Tay Guan Chew

Managing Director & Head, Tax

Jason Chin

Managing Director & Head,

Information Technology

Martin Ling

Managing Director & Head, Cyber Security

Aw Boon Tiong

Managing Director & Head, Treasury

Loh Kee Huat

Managing Director & Head,

Health, Safety & Environment

Managing Director & Head,

Risk & Compliance

Karen Teo

Company Secretary

Managing Director & Head,

Legal & Corporate Secretariat

Magdalene Tan

Director & Head, Internal Audit

Eric Goh

Chief Representative, China

Chief Executive Officer, China

Fund Management

Joseph Low

Chief Representative, Vietnam

President, Vietnam Real Estate

Chief Executive Officer, Retail, Real Estate

Ho Kiam Kheong

Chief Representative,

Middle East & South Asia

Robert Sung

Chief Representative, Korea

Chief Executive Officer, Korea

Keppel Investment Management

Teo Eng Cheong

Chief Executive Officer

Sino-Singapore Tianjin Eco-City

Investment and Development

FUND MANAGEMENT AND INVESTMENT

Jopy Chiang

Chief Investment Officer, Infrastructure

Bridget Lee

Chief Investment Officer, Real Estate

Lee Hui Fang

Deputy Chief Investment Officer, Data Centres

Ang Sock Cheng

Chief Operating Officer

Chua Hsien Yang

Chief Executive Officer,

Keppel REIT

Loh Hwee Long

Chief Executive Officer,

Keppel DC REIT

Kevin Neo

Chief Executive Officer,

Keppel Infrastructure Trust

David Snyder

Chief Executive Officer,

KORE US REIT

Carina Lim

Chief Executive Officer,

Keppel Education Asset Funds

Yang Qianru

Chief Executive Officer,

Keppel Data Centre Funds

Stephane Delatte

Chief Executive Officer,

Keppel Private Credit Funds

Karsten Simpson

Head, Australia

Kenichi Negishi

Head, Japan

32

KEPPEL LTD.

OVERVIEW

Senior Management

INFRASTRUCTURE

Tan Boon Leng

Managing Director, Projects

Janice Bong

Managing Director, Power & Renewables

Jackson Goh

Managing Director, Environment

Chua Yong Hwee

Managing Director, Energy Nexus

Poh Tiong Keng

Executive Director, Cooling-as-a-Service

REAL ESTATE

Wong Liang Kit

President, China

Chief Executive Officer, Urban Solutions

Kai Hsiao

Chief Executive Officer,

Healthcare & Senior Living

Nathaniel Farouz

Chief Executive Officer,

Senior Living Asia & Sindora Living

Allen Tan

President, Indonesia & Regional Investments

William Tan

Managing Director,

Property Development & Operations, China

Albert Foo

Managing Director,

Property Development & Operations, Singapore

Lee Leong Seng

Executive Vice President,

Property Development, Vietnam

Balasubramanya C J

Senior Vice President,

Property Development, India

CONNECTIVITY

Wong Wai Meng

Chief Executive Officer, Data Centres

Jonathan Sim

Managing Director (North Asia), Data Centres

Managing Director (Major Deals),

Data Centres

Jimmy Tan

Managing Director (Operations),

Data Centres

Loo Tong Mun

President, Networks

Andrew Cheng

Chief Executive Officer, AsiaPac Technology

Lee Kok Chew

Chief Operating Officer, Connectivity

Denis Seek

Chief Technology Officer, Connectivity

Henry Chang

Managing Director, Digital Services &

Partnerships, Connectivity

(Effective 1 January 2026)

UNIONS

Leong Chuan Yee

President

Keppel Employees Union

Muhammad Marzuqi Bin Rahmat

General Secretary

Keppel Employees Union

Thoe Kok Song

General Treasurer

Keppel Employees Union

Michael Wong Khong Suan

President

Singapore Industrial &

Services Employees’ Union

Richard Sim

General Secretary

Singapore Industrial &

Services Employees’ Union

Desmond Tan

Executive Secretary

Singapore Industrial &

Services Employees’ Union

Aerman Bin Abdul Rahman

President

Union of Power & Gas Employees

Abdul Samad Bin Abdul Wahab

General Secretary

Union of Power & Gas Employees

Felix Ong

Executive Secretary

Union of Power & Gas Employees

33

Annual Report 2025

DRIVING OPERATIONAL ALPHAS AND

RECURRING INCOME GROWTH

Keppel Sakra Cogen Plant

Keppel Sakra Cogen Plant is a 600 MW hydrogen-

compatible power facility developed by Keppel and

is a key proprietary asset within our infrastructure

private fund. With the plant expected to achieve

generation readiness in 1H 2026, Keppel will earn

recurring income from the production and sale of

power, as well as O&M and asset management.

Keppel Data Centre Campus

Keppel Data Centre Campus is an AI-ready hyperscale

campus in Singapore. The construction of the first

two buildings was funded by Keppel’s Alpha Data

Centre Fund (ADCF) and its co-investors and joint

venture partner. The buildings, when completed, were

divested to Keppel DC REIT, generating an Internal

Rate of Return of about 50% for Keppel and ADCF,

and a 7% distribution accretion for the REIT. The third

building will be developed with Keppel Data Centre

Funds II and III, with Keppel providing long-term

operating services for the entire campus.

Bifrost Cable System

Bifrost Cable System is a high-capacity trans-Pacific

subsea cable connecting Southeast Asia and

North America, engineered to support AI workloads and

cloud-native platforms. Keppel and its private fund

co-investors jointly own five fibre pairs. Commercial

operations commenced in December 2025, with

contributions from the first two committed fibre

pairs recognised at the end of 2025. In January 2026,

Keppel signed a binding term sheet with a global

telecommunications company for another fibre pair.

Across all five fibre pairs, the potential long-term

O&M fees – averaging about $200 million revenue

per pair over 25 years – will provide stable recurring

income for Keppel.

NEW KEPPEL RETURN ON EQUITY1

18.7%

In FY 2025; compared to 14.9% in FY 2024

RECURRING INCOME2

$941m

In FY 2025; increased 21% year on year

1 Return on Equity of the New Keppel refers to the return

generated on the average shareholders’ funds of the

New Keppel, i.e. excluding equity that is attributable to

the Non-Core Portfolio for Divestment.

2 Net profit from asset management and operations.

3 Includes amortisation of intangibles from business

acquisitions.

As a global asset manager and operator, we

originate, invest in and operate alternative

real assets across Infrastructure, Real Estate

and Connectivity, aligned with megatrends

such as the energy transition, digitalisation

and AI and sustainable urban development.

Our horizontally-integrated ecosystem –

spanning Fund Management, Investment

and Operations – enables value creation

across asset lifecycles, from capital

deployment to development, operations

and monetisation. By partnering investors

and through disciplined capital recycling,

we scale Funds under Management and

recurring income in a capital-efficient

manner, enabling growth without relying

just on our own balance sheet.

Asset Management

Operating

Valuation3

Capital Recycling

• Management fees

• Performance fees

• Transaction fees

• Advisory fees

• Carried interest

• Solutions and services across

energy, environmental and digital

infrastructure, and real estate

• Operations & maintenance (O&M)

of assets

• Sponsor stakes and co-investments

• Share of asset valuations arising

from our ownership, sponsor

stakes and co-investments

• Share of asset divestments arising

from our ownership, sponsor

stakes and co-investments

We earn recurring asset management fees from

managing private funds and listed real estate and

infrastructure trusts.

We provide many essential solutions

and services through operating

assets across Infrastructure, Real

Estate and Connectivity, supported

by long-term contracts. We align

interests with our Limited Partners

and investors through sponsor stakes

and co-investments in such assets.

As sponsor, asset owner or investor,

we recognise fair value changes on

the assets and investments which

are revalued periodically.

We create and crystalise value from

our assets, unlocking capital, which

can be recycled into other growth

investments with a disciplined

asset-light approach, and used to

reduce debt and reward shareholders.

The New Keppel is an integrated global asset manager

and operator well-positioned for scalable, capital-

efficient growth anchored by recurring income.

34

35

Annual Report 2025

KEPPEL LTD.

OVERVIEW

Our Business Model

Fund

Management

and Investment

Platforms

In 2025, institutional capital continued

to gravitate towards alternative

real asset managers with the

ability to originate differentiated

opportunities and operate assets

through market cycles. Amid market

volatility and persistent inflationary

pressures, institutional investors

increasingly seek platforms that

combine capital discipline with deep

operational capabilities.

Capital is also being progressively

redeployed towards Asia, supported

by strong structural demand for energy

transition and digital infrastructure

solutions. Keppel’s longstanding

presence in the Asia Pacific, coupled

with our expertise across the energy

transition, digital and AI infrastructure,

and sustainable urban renewal,

positions us strongly to connect

international capital with rising

regional opportunities.

Our asset management platform

has scaled significantly over the past

five years. During this period, both

Funds under Management1 (FUM)

and asset management fees2 have

compounded at about 20% annually,

reflecting growing capital formation,

the launch of successive fund

vintages and disciplined deployment.

In 2025, we added approximately

$10.1 billion of new FUM. We also

deployed $11.4 billion into high-

conviction investments and completed

$2.9 billion of divestments.

As at end-2025, our FUM had increased

to $95 billion, from $88 billion at

end-2024. Asset management fees rose

4% year on year to $453 million and

net profit from asset management

grew 15% year on year to $189 million.

Looking ahead, we will reinforce our

growth momentum by continuing to

FUNDS UNDER

MANAGEMENT1

$95b

ASSET MANAGEMENT

NET PROFIT

$189m

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to

project fully-invested FUM.

2 Includes 100% fees from subsidiary managers, joint ventures and associated entities, as well as share of

fees based on shareholding stake in associate with which Keppel has strategic alliance. Also includes

asset management, transaction and advisory fees on sponsor stakes and co-investments (including for

funds which are wholly owned).

3 The percentages are based on capital commitments received from 2023–2025.

Keppel connects investors with alternative

real assets through diverse fund products and

solutions across the capital stack, tailored to a

broad spectrum of risk-return profiles.

Pension funds

Sovereign wealth funds

Financial institutions

Endowments

Others

Total

49.2

32.1

6.2

5.6

6.9

100.0

INVESTOR TYPE3 (%)

SOURCE OF CAPITAL BY GEOGRAPHY3 (%)

Europe

Asia Pacific

North America

Middle East

Total

30.3

29.0

25.2

15.5

100.0

37

Annual Report 2025

expand our product suite through

successive fund vintages and

complementary strategies, and

deepening relationships with

global institutional investors.

INFRASTRUCTURE

Infrastructure remains a core allocation

for institutional investors seeking

resilience and inflation protection,

particularly across the Asia Pacific

where energy transition and

digitalisation trends are driving

strong demand growth. We are

capitalising on this demand by

creating and investing in strategic

assets, from power and renewables

and water treatment to digital

infrastructure, offering Limited

Partners (LPs) access to a diverse

range of alternative real assets

across the risk-return spectrum.

In 2025, Keppel Infrastructure Fund and

its co-investor, together with SGX-listed

Keppel Infrastructure Trust, acquired

a 100% stake in Global Marine Group,

a leading subsea cable solutions

provider. The transaction strengthens

Keppel’s position within the digital

infrastructure value chain and reflects

our ability to scale by leveraging

multiple pools of capital while delivering

value to diverse stakeholder groups.

We continued to expand our

renewables and energy transition

capabilities, while realising value

through active portfolio management.

In 2025, Keppel and Keppel Asia

Infrastructure Fund (KAIF) completed

the acquisition of the remaining

49% stake in Cleantech Renewable

Assets. During the year, Keppel

and KAIF announced the divestment

of our combined 80% interest in

800 Super Holdings (800 Super).

Over a three-year holding period,

we achieved 20% EBITDA growth,

leveraging Keppel’s infrastructure

expertise which had helped to

enhance and derisk 800 Super’s

operations. The proposed transaction

marks KAIF’s first divestment and

values 800 Super at an enterprise

value (EV) of over $600 million based

on 100% of 800 Super’s EV, with an

expected Internal Rate of Return in

the mid-teens.

In 2025, Keppel entered into a

Strategic Partnership Agreement

with the Asian Infrastructure

Investment Bank (AIIB) to mobilise

up to US$1.5 billion into sustainable

infrastructure projects across

the Asia Pacific over five years.

In February 2026, AIIB marked its

first investment under the agreement

with a US$75 million commitment

to Keppel Private Credit Fund III

(KPCF III), alongside a co-investment

sleeve of up to US$50 million,

bringing KPCF III’s total FUM to

about $725 million.

The continued expansion of

our infrastructure platform was

recognised in IPE Real Assets’

Top 100 Infrastructure Managers

list, where Keppel was ranked

fourth-largest in the Asia Pacific

by Assets Under Management (AUM)

and 23rd largest globally by AUM.

CONNECTIVITY

Digital infrastructure is one of the

fastest-growing segments within

alternative real assets, driven

by cloud adoption, rising data

consumption and accelerating AI

deployment. In the Asia Pacific,

the digital economy continues

to expand rapidly, supported

by hyperscale investment and

enterprise digitalisation.

Keppel has been an early mover

in this sector, having established

the Asia Pacific’s first pure-play

private data centre fund strategy

and its first listed data centre REIT.

With over two decades of operating

experience, we manage and

operate 39 data centres across

the Asia Pacific and Europe,

representing more than 800 MW

of gross power capacity, including

projects under development.

Keppel’s digital infrastructure

capabilities extend beyond data

centres and include subsea cable and

energy assets as well. Our integrated

role as an asset manager and operator

strengthens our ability to originate

and scale quality digital assets for

both customers and capital partners.

The third vintage of our flagship

Keppel Data Centre Fund (KDCF)

series continues to gain strong

traction with global institutional

FLAGSHIP PRIVATE FUNDS CAPTURE DEMAND FOR ALTERNATIVE REAL ASSETS UNDERPINNED BY MACRO TRENDS

Private Credit

Fund Series

Core

Infrastructure

Fund Series

Sustainable

Urban Renewal

Strategy

Education Asset

Fund Series

Infrastructure

Fund Series

Data Centre

Fund Series

Debt

Core

Core+

Value Add/Opportunistic

1 Capacity for future data centre development.

38

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

Fund Management and Investment Platforms

investors, growing its FUM to about

$2.7 billion as at end-2025.

To fuel growth of our data centre FUM,

we are building long-term data centre

development capacity through Keppel’s

growing powerbank1 of over 1.0 GW

in gross power capacity. By locking

in land and power ahead of demand,

we create proprietary development

pipelines that can be scaled into

attractive data centre assets for our

funds, providing a visible pathway for

further potential FUM expansion of

approximately $10 billion over time.

REAL ESTATE

Alongside digital infrastructure,

sustainable urbanisation remains a

defining secular trend driving capital

allocation across the Asia Pacific. Our

real estate strategies are focused on

sectors supported by urbanisation,

demographic shifts and the transition

to more sustainable cities.

Our Sustainable Urban Renewal (SUR)

strategy exemplifies this approach.

Leveraging Keppel’s SUR expertise,

we enhance and reposition existing

assets through decarbonisation

and operational improvements,

unlocking value while contributing

to improving environmental

performance. During the year, we

scaled our SUR strategy’s total FUM

to about $4.1 billion and expanded

the portfolio with acquisitions in

Singapore, Sydney and Osaka.

Private funds are increasingly

allocating capital to education assets,

supported by structural macro trends

such as rising wealth, urbanisation,

and a growing middle class. In the

Asia Pacific in particular, where

access to quality education is widely

regarded as vital for social mobility,

demand for education-related

assets continues to outpace supply,

creating significant opportunities

for value creation.

Our Keppel Education Asset Fund

(KEAF) series focus on value-add

investments in select education-

related assets and facilities across

the Asia Pacific. During the year,

KEAF I expanded its portfolio

with the acquisition of the city

campus of Charles Sturt University in

Sydney. Building on firm foundations,

our second vintage, KEAF II, secured

capital commitments from new

and existing LPs, including a large

European pension fund and an Asian

sovereign wealth fund, bringing its

FUM to about $2.6 billion. As its

maiden investment, KEAF II acquired

an 80% stake in a purpose-built

student accommodation facility in

Auckland, New Zealand, in 1Q 2026.

LOOKING AHEAD

Demand for energy transition, digital

infrastructure and sustainable urban

development solutions continues

to drive capital deployment across

the Asia Pacific. Delivering outcomes

in these sectors requires disciplined

execution and deep operating expertise.

By mobilising capital and connecting

investors with critical real assets

that support these structural needs,

we create operational alpha through

proprietary origination and active

asset management, delivering

strong returns to both our LPs and

shareholders while reinforcing our

growth momentum.

Keppel is well-positioned as a global asset manager and operator to create value for our Limited Partners and shareholders by providing energy and

connectivity solutions amidst increasing digitalisation and the AI wave.

39

Annual Report 2025

Infrastructure

40

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

As the global energy transition

continues, demand for reliable power,

cleaner energy and grid decarbonisation

continues to rise, alongside growing

needs for resilient digital infrastructure.

Against this backdrop, Keppel

develops and operates essential

energy and environmental assets

that support energy security and

sustainable development.

In 2025, we advanced our integrated

power and decarbonisation

platforms, strengthening recurring

income visibility and long-term

contracted revenues. By combining

deep operational capabilities with

the ability to mobilise investment

capital, we have built a scalable,

asset-light infrastructure platform

aligned with our role as a global

asset manager and operator.

INTEGRATED POWER BUSINESS

Our integrated power business,

spanning power generation, low carbon

electricity importation and retailing,

supported by gas and utilities

capabilities, enables us to deliver

reliable and low carbon energy

solutions across the value chain.

In Singapore, we manage a 1.9 GW

power generation portfolio, comprising

the 1.3 GW Keppel Merlimau Cogen

Plant (KMC) and the soon to be

completed 600 MW Keppel Sakra

Cogen Plant (KSC). Approximately

67% of the generation fleet’s

contracted capacity2 has been

secured for three years and above,

providing good earnings visibility.

In 2025, we completed the

high-efficiency upgrade of the

second turbine at KMC, enhancing the

plant’s performance and efficiency.

Meanwhile, KSC, Singapore’s

first hydrogen-compatible and

most advanced cogeneration facility,

achieved commissioning readiness

in 2025 and is on track to achieve

generation readiness in 1H 2026.

With its capacity fully contracted for

2026 and 2027, after factoring in the

required market reserves, KSC will

contribute to Keppel’s recurring

income when operational.

In line with our asset-light model,

KSC and KMC sit within the private

fund and listed trust platforms

managed and sponsored by Keppel.

We retain minority co-investment

stakes in both assets. These

proprietary assets support our

offering of competitive energy

solutions to customers, while

generating long-term recurring

income from asset management

and operations for Keppel.

Keppel is a pioneer in electricity

importation in Singapore and was

licensed to import up to 200 MW

under the Lao PDR-Thailand-Malaysia-

Singapore Power Integration Project

Phase 2. We have also obtained a

FUNDS UNDER

MANAGEMENT1

$20b

LONG-TERM CONTRACTS

$7.1b

of long-term contracts for

decarbonisation and

sustainability solutions,

with revenues to be earned

over 10–15 years

POWER CAPACITY

~67%

contracted2 for three years

and above

Keppel delivers essential infrastructure solutions across

power, clean energy, renewables, and decarbonisation

that support sustainable development.

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to

project fully-invested Funds under Management.

2 As at end-2025; based on Keppel’s existing generation capacity.

41

Annual Report 2025

conditional license to import

300 MW of solar power from

Indonesia, supported by up to

2–2.5 GW of solar photovoltaics

and 5 GWh of battery energy

storage upstream.

Looking ahead, we target

to expand our footprint in

clean power. During the year,

a Keppel-led consortium

was selected to conduct the

front-end engineering and design

study for a 55–65 MW ammonia

power project on Jurong Island.

Memoranda of Understanding (MOUs)

were signed with the Japan Bank

for International Cooperation

to explore the development of

a clean energy supply chain

in Asia, and with ENGIE Energy

Marketing Singapore and Siemens

Energy to advance low carbon

and efficient power solutions

in the region.

DECARBONISATION AND

SUSTAINABILITY SOLUTIONS

Keppel provides end-to-end

decarbonisation and sustainability

solutions – spanning Energy-as-a-

Service (EaaS), waste-to-energy (WTE)

and water treatment solutions. In

2025, this business generated EBITDA

of $130 million, a 32% year-on-year

increase, while its long-term supply

contracts reached $7.1 billion1 as at

end-2025, more than doubling over

the past four years.

Building on its strong growth

momentum, our Infrastructure

Division is pursuing a tender pipeline

of more than $15 billion of such

projects in Asia.

Energy-as-a-Service

Keppel drives the adoption of

cleaner energy solutions through its

EaaS model, offering cooling, smart

energy management, distributed

solar photovoltaics, and electric

vehicle charging on a cost-effective

subscription basis.

In Singapore, we are collaborating

with JTC Corporation to interconnect

district cooling systems across

Fusionopolis, Biopolis and Mediapolis

to form Singapore’s first fully-

integrated and largest chilled-water

thermal grid. We are also providing

Cooling-as-a-Service for mixed-use

developments, commercial buildings

and malls in Singapore, with a

growing portfolio of over 21,000

refrigeration tonnes (RT) of retail

cooling capacity secured in 2025.

Regionally, we secured district

cooling contracts for Thailand’s

Chaeng Watthana Government

Complex Zone A & B of up to 25,000 RT,

and expanded our footprint in India

with cooling solutions for Grade-A

commercial developments in

In 2025, we completed the high-efficiency upgrade of the second turbine at KMC, enhancing the plant’s performance and efficiency.

1 Revenues to be earned over 10–15 years.

2 Calculated based on the abatement of 220,000 tonnes of CO2 per year at baseload, over a 30-year economic useful life, with adherence to good utility practices

and original equipment manufacturer’s recommended life-cycle maintenance regime.

42

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

Infrastructure

The Keppel Sakra Cogen Plant (KSC) is a 600 MW state-of-the-art,

advanced combined cycle gas turbine power plant.

Set to achieve generation readiness in 1H 2026, KSC will be the first

hydrogen-compatible power plant in Singapore, featuring top-tier

energy efficiency and performance – such as reduced emissions

and increased operational flexibility. KSC will generate significantly

less carbon dioxide (CO2) than the emissions of Singapore’s average

operating efficiency for the equivalent power generated using

natural gas, abating over six million tonnes of CO2 over its useful

life2. Initially fuelled by natural gas, KSC is also built to be compatible

with fuels containing up to 30% hydrogen by volume, and has the

capability of shifting to run entirely on hydrogen.

With this addition, Keppel will boost its generation capacity by

almost 50%, reaching 1.9 GW and positioning the Company to

support Singapore’s energy security and plans to decarbonise

the country’s power sector.

Singapore’s first

hydrogen-compatible

power plant

Delhi National Capital Region and

Chennai totalling more than 13,500 RT.

We marked a new market entry into

the Philippines through a 4,400 RT

Cooling-as-a-Service project for a large

shopping mall in Metro Manila, secured

in partnership with Johnson Controls.

Environment

Keppel delivers integrated

environmental solutions, with expertise

spanning design, engineering,

technology provision, and the

development and operation of waste

and water management facilities. Our

WTE technology has been successfully

implemented in Asia and Europe,

providing efficient methods for waste

management and energy recovery.

During the year, we continued to make

progress across our environmental

infrastructure portfolio. The Hong Kong

Integrated Waste Management Facility

(IWMF) reached 95% completion

by end-2025 and includes a 15-year

operations and maintenance contract

commencing 2026. In Singapore,

Tuas Nexus IWMF was 81% completed

as at end-2025 and is moving towards

testing and commissioning.

Sustainability Solutions

In January 2026, Keppel’s Infrastructure

Division and Aster signed an MOU to

jointly assess the development of

one of Asia’s first commercial-scale

Ethanol-to-Jet Sustainable Aviation

Fuel facilities on Jurong Island. Our

Infrastructure Division also signed

an MOU with JTC Corporation in

2025 to advance low carbon energy

infrastructure on Jurong Island,

supporting Singapore’s energy

transition and the development of a

700 MW low carbon data centre park.

As infrastructure projects increase

in scale, complexity and capital

intensity, Keppel’s asset-light model

enables the Company to mobilise

capital across its private and

listed vehicles to undertake the

development of critical energy and

environmental assets, as well as

explore solutions for emerging

low-carbon energy vectors in a

disciplined, asset-light manner.

43

Annual Report 2025

Connectivity

44

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

As digitalisation and AI accelerate,

demand for high-performance,

energy-efficient digital infrastructure

continues to grow. Hyperscalers are

deploying larger and more compute-

intensive facilities, driving structural

demand for advanced data centres,

resilient subsea connectivity and

stable, low-carbon power.

Keppel is positioning itself to capture

this AI-driven growth, with an integrated

digital infrastructure ecosystem

combining our fund management

and investment expertise with deep

operational capabilities in data centres,

subsea cable connectivity, energy

and low carbon power as well as

cooling and technology solutions.

Our ecosystem is reinforced by strategic

partnerships with global cloud and

technology leaders, such as Amazon

Web Services, Dell and Nvidia, some of

whom are also customers, providing

visibility into capacity demand and

enabling Keppel to scale alongside

their growth. Together, our integrated

ecosystem and partnerships

strengthen Keppel’s ability to scale

and deliver end-to-end, future-ready

digital infrastructure solutions.

DATA CENTRES

Keppel brings over 20 years of

deep expertise and experience in

designing, developing, and operating

data centres across the Asia Pacific

and Europe. We maintain strong

relationships with international

hyperscalers, and continue to deliver

capacity aligned with evolving AI and

high-density compute requirements.

Access to third-party capital through

our sponsored private and listed

platforms supports the disciplined

development and scaling of these

digital infrastructure assets.

FUNDS UNDER

MANAGEMENT1

$13b

TOTAL GROSS

POWER CAPACITY2

>800 MW

in 39 data centres across

the Asia Pacific and Europe

POWERBANK3

>1.0 GW

secured in key datahubs in

the Asia Pacific

Keppel provides sustainable digital infrastructure

that connects people, businesses and countries

in the digital economy.

Keppel’s integrated ecosystem for digital infrastructure combines fund management and investment

expertise with deep operational capabilities. (In picture: A data centre cooling system at the Keppel

Data Centre Campus.)

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to

project fully-invested FUM.

2 Includes projects under development.

3 Capacity for future data centre development.

45

Annual Report 2025

In 2025, we announced first close of

the third vintage of our flagship

Keppel Data Centre Fund, growing its

Funds under Management1 (FUM) to

about $2.7 billion as at year-end. The

expanded FUM enables Keppel to

pursue larger, more complex AI-ready

projects at scale, while enhancing

recurring earnings through fund

management fees, development,

advisory and operations and

maintenance fees, alongside

our sponsorship and selective

co-investment stakes.

Together with our private funds, we

are developing leading-edge, AI-ready

hyperscale data centres in Singapore,

Taiwan and Tokyo, including the third

building in the Keppel Data Centre

Campus in Singapore. During the year,

we secured a conditional 10-year land

lease extension for the Keppel Data

Centre Campus from 2040 to 2050,

after divesting the first two data

centres in the campus to Keppel DC

REIT in 2024.

Through Aermont Capital, our

50%-owned European platform, we

are also expanding our presence in

Europe. Aermont’s Fund V completed

the acquisition of Nabiax, Spain’s

leading data centre group and

hyperscaler platform, increasing

our portfolio under management

to 39 data centres with gross power

capacity exceeding 800 MW, including

projects under development.

Leveraging our integrated ecosystem,

we are advancing more sustainable

digital infrastructure solutions,

including the first-of-its-kind Floating

Data Centre. We completed the

Environmental Impact Assessment for

the project in 2025, and expect to start

construction in 1H 2026, with completion

targeted by 2028. The 25 MW project,

funded by Keppel Data Centre Fund II

and committed to a global hyperscaler,

demonstrates a practical and scalable

approach to addressing land, energy

and water constraints often faced by

data centres.

We are also investing upstream to

secure early access to strategic sites

with power, water, and fibre connectivity

in key datahubs. In January 2026, we

secured a 720 MW powerbank2 near

Melbourne for the potential deployment

of an AI data centre campus.

SUBSEA CABLE SYSTEMS

In 2025, we completed the Bifrost Cable

System (Bifrost). After securing its

landing license from the United States

Federal Communications Commission

and achieving Ready-for-Service

status earlier in 2025, the Bifrost

started carrying commercial traffic

flow in December 2025.

Spanning over 20,000km, the Bifrost

is the world’s first subsea cable system

directly linking Singapore to the

west coast of the USA via Indonesia

through the Java Sea and Celebes Sea.

Designed to support AI workloads,

cloud-native platforms, and real-time

digital services, it delivers round-trip

latency of just under 165 milliseconds

between Singapore and the USA –

up to 10 milliseconds faster than

many existing systems – and adds

more than 240 terabits per second

of new capacity across the Pacific,

enhancing the resilience of a key

digital corridor.

Keppel owns five fibre pairs in the

Bifrost together with our private fund

co-investors. The first two fibre pairs

have been committed to customers,

and in January 2026, we signed

a binding term sheet granting a

25-year Indefeasible Right of Use

for the third fibre pair to a global

telecommunications company.

We continue to engage potential

customers such as hyperscalers,

telecommunications companies

and enterprise customers on the

remaining capacity.

The Bifrost underscores Keppel’s

ability to originate, develop

and operate large-scale digital

infrastructure assets. Building on

this momentum, we are exploring

two other cable systems with over

30 fibre pairs connecting Southeast

Asia to the rest of Asia and beyond.

Enhancing our capabilities in subsea

cable systems, Keppel Infrastructure

Fund and Keppel Infrastructure Trust

acquired Global Marine Group (GMG)

in 2025. As one of the world’s largest

independent subsea cable solutions

providers, servicing approximately 31%

of the global maintained cable length,

GMG supports Keppel’s ecosystem

strategy and our growth ambitions

in the subsea cable business.

The Bifrost started carrying commercial traffic flow in December 2025.

46

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

Connectivity

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested FUM.

2 Capacity for future data centre development.

3 As at the latest practicable date on 2 March 2026.

4 Comprise secured contracts and the pipeline of contracts from long-term recurring customers.

M1

In August 2025, we announced

the proposed divestment of

M1’s telco business to Simba

Telecom, bringing together

two of Singapore’s agile and

digitally-driven telcos with strong

track records for innovation. The

proposed divestment is pending

regulatory approval3.

Growing Powerbank

Powerbanking is a key enabler of Keppel’s data

centre strategy, providing a scalable pipeline of

development-ready sites in key growth markets.

Our powerbank strategy involves securing strategic

sites early, locking in access to critical inputs such

as power, land, water and fibre connectivity, which

enables us to progress planning approvals and

utility arrangements in advance. This reduces

execution risk and shortens time to market once

customer demand crystallises, particularly from

hyperscalers and AI-driven workloads.

In January 2026, we secured rights to lease a

123-hectare contiguous site within the proposed

Gippsland Renewable Energy Zone near Melbourne,

Australia, anchoring a future 720 MW AI-ready data

centre campus. Located at a major electricity node

with potential for dedicated transmission connections,

the site is zoned to allow data centre development

and benefits from existing water infrastructure and

proximity to intercity dark fibre networks. Active

discussions are underway with hyperscalers and

neocloud providers regarding the capacity.

With more than 1.0 GW of gross power capacity

secured across the Asia Pacific, Keppel’s powerbank

has the potential to translate into approximately

$10 billion of data centre FUM when fully activated,

reinforcing the Company’s long-term growth

runway in AI-driven digital infrastructure.

Keppel will retain M1’s technology

solutions and services business,

which has grown its EBITDA at a

compounded annual growth rate of

43% since FY 2018, driven by robust

demand for its information and

communications technology services,

hybrid multi-cloud offerings, as well

as infrastructure and application

modernisation services to help

enterprise customers with their

digital transformation. As at end-2025,

the business had $1.5 billion4 of

contracts to be delivered over the

next five years. The integration of

the business with Keppel’s digital

connectivity ecosystem allows us

to leverage synergies to serve both

hyperscalers and enterprises in

the value chain.

47

Annual Report 2025

Real Estate

48

KEPPEL LTD.

PERFORMANCE REVIEW

Operating & Market Review

The Real Estate Division continued to

execute an asset-light strategy, focusing

on providing Real Estate-as-a-Service

solutions that bring in fee-based

income, such as from sustainable

urban renewal (SUR) and senior living,

while divesting non-core assets.

In 2025, we announced the monetisation

of $1.3 billion in commercial and

residential projects in Singapore,

China, India and Vietnam, bringing

total monetisation of real estate

assets to $4.9 billion since the start

of the programme in October 2020.

Key real estate projects monetised in

2025 include One Paramount in India

and a 42% stake in Palm City in Vietnam.

Despite a challenging real estate

market in China, we continued to

significantly derisk our landbank

exposure in 2025, divesting a

30% stake in Tianjin Fulong.

SUSTAINABLE URBAN RENEWAL

Amid the structural shift towards

green and sustainable real estate,

investors and occupiers are

prioritising outcomes-based

sustainability – seeking assets

not only with green certifications

but which can also deliver

tangible, verifiable performance

in energy efficiency and carbon

emissions reduction.

Keppel’s threefold SUR strategy

demonstrates that sustainability

and value creation go hand in hand.

First, the strategy emphasises carbon

avoidance through adaptive reuse

and targeted retrofits, rather than

demolition and full redevelopment,

thereby avoiding embodied carbon

emissions. Second, Keppel deploys

a suite of SUR solutions to enhance

operational performance over time,

delivering energy and cost

efficiencies while contributing to

the appreciation of building value.

Third, the strategy focuses on

circularity by extending the carbon

content through the use of recycled

or recyclable materials.

During the year, we implemented

our SUR solutions as part of the

asset enhancement initiatives for

selected assets held by our private

funds and in our Non-Core Portfolio.

For example, at the more than

40‑year‑old INNO88 Tower in Seoul,

Keppel integrated sustainability

features such as high-performance

façades, energy-efficient cooling

and heating systems, smart lighting,

indoor air quality monitoring, as well

as intelligent building controls to

enhance operational efficiency. The

project achieved a 26% increase in

gross floor area and is on track to

deliver a 30% reduction in energy

consumption, translating into annual

cost savings of approximately

$1.2 million.

At Keppel South Central, we also

incorporated our solutions as part of

the asset’s new-build design to achieve

strong sustainability and commercial

outcomes. The development similarly

targets more than 30% improvement

in energy efficiency compared to a

conventional baseline, underscoring

how applying SUR principles to

new builds can position assets for

long-term, future-ready performance.

SENIOR LIVING

In China, Sindora Living launched

a new 500-bed community in Jinan,

Shandong, where it provides

management services to the local

government, which owns and

developed the project. Sindora

Living is also the preferred partner

appointed by several insurance

companies to provide comprehensive

senior care services, and has launched

a sales experience centre in Foshan,

Guangdong, for an upcoming 400-bed

1 Gross asset value of investments and uninvested capital commitments on a leveraged basis is used to project fully-invested Funds under Management.

Keppel provides innovative Real Estate-as-a-Service

solutions with a focus on sustainable urban renewal.

community in partnership with

Ping’an Insurance Group.

The level of interest and take-up

rate at our maiden Nanjing facility

continued to grow, and we have

welcomed more than 160 long-term

stayers and 500 short-term stayers

by end-2025, since the official opening

in May 2024. Keppel is currently working

with partners to launch senior living

facilities in other parts of China.

SSTEC

Keppel leads the Singapore consortium,

which works with its Chinese partner to

guide the joint venture, Sino-Singapore

Tianjin Eco-City Investment and

Development Co., Ltd. (SSTEC), in its

role as master developer of the Sino-

Singapore Tianjin Eco-City (Eco-City).

During the year, despite challenging

market conditions, SSTEC sold a

residential and commercial mixed-use

plot and two industrial plots, as well

as homes in various residential projects.

SSTEC is also developing the Green

Innovation Park, the Eco-City’s new

business district for green innovation

and the low carbon economy. The

Eco-City continues to mature, and as

at end-2025, has welcomed more than

210,000 residents.

FUNDS UNDER

MANAGEMENT1

$62b

ANNOUNCED ASSET

MONETISATION

$1.3b

of assets in Singapore,

China, India and Vietnam

49

Annual Report 2025

Financial

Review

50

KEPPEL LTD.

PERFORMANCE REVIEW

KEY PERFORMANCE INDICATORS

2025

$ million

2025 vs 2024

% +/(-)

2024

$ million

Revenue1

5,983

3

5,784

Net profit

789

(16)

940

Net profit excluding

non-core portfolio2 and

discontinued operations3

1,100

39

793

Earnings per Share

44 cts

(17)

52 cts

Earnings per Share excluding

non-core portfolio2 and

discontinued operations3

61 cts

37

44 cts

Return on Equity

7.4%

(17)

8.9%

Return on Equity4 excluding

non-core portfolio2 and

discontinued operations3

18.7%

26

14.9%

Operating cash flow

662

231

200

Free cash flow5

611

(32)

901

Total dividend per share6

47 cts

38

34 cts

Total ordinary cash dividend per share

34 cts

–

34 cts

1 Revenue from continuing operations.

2 Non-Core Portfolio for Divestment comprises mainly legacy offshore & marine assets, residential landbank, selected property developments and investment

properties, hospitality and logistics assets, associated cash and receivables, and other non-core investments that are not aligned with Keppel’s strategic focus

as an asset-light global asset manager and operator. Legacy offshore & marine assets comprise Seatrium shares, the legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

3 In accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, the performance of M1 and its subsidiaries, excluding the technology

solutions & services business and other carved out assets (M1 Telco), are presented as discontinued operations for the financial period, with comparative

information re-presented accordingly.

4 Return on Equity of the New Keppel (refers to Keppel excluding the Non-Core Portfolio for Divestment and Discontinued Operations) refers to the return

generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable to the Non-Core Portfolio.

5 FY 2025 free cash flow (FCF) includes approximately $235 million financing component funded via bank borrowing in connection with the acquisition of Global

Marine Group (GMG), which is presented as cash inflow from financing activities in the financial statements. The inclusion herein is for better understanding of

the FCF. Following the completion of Keppel Infrastructure Trust’s subscription of a 46.7% equity stake in GMG on 25 November 2025, the bank borrowing has been

deconsolidated from the Group’s balance sheet. FY 2024 FCF includes $1.07 billion of cash consolidated on obtaining control over Rigco Holding Pte. Ltd. following

the completion of a selective capital reduction exercise.

6 FY 2025 includes proposed special dividend comprising 2 cents cash per share and dividend in-specie of one Keppel REIT unit for every nine Keppel shares held,

which is equivalent to approximately $0.11 per Keppel share based on Keppel’s issued share capital of 1,801,659,827 shares (excluding treasury shares) as at

31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

Net profit of the New Keppel surged 39% year on

year to $1.1 billion, as compared to $793 million

for 2024, bolstered by higher contributions from

all three business segments.

OVERVIEW

With its sharpened business focus

and an asset-light model under

Vision 2030, Keppel identified a

portfolio of non-core assets in 2025,

which are not aligned with its

strategy and will be divested over

time. This Non-Core Portfolio for

Divestment2 (non-core portfolio) is

reported as a separate segment to

provide greater clarity on Keppel’s

financial performance as an

asset-light global asset manager and

operator. Arising from this change

in reportable segments, segment

information for the prior financial

year ended 31 December 2024 has

been restated to reflect the change.

The financial performance and

ratios of the “New Keppel” exclude

effects of the non-core portfolio2 and

discontinued operations3.

Keppel achieved a net profit of

$789 million in 2025, as compared

to $940 million in 2024. Excluding the

non-core portfolio2 and discontinued

operations3, net profit of the

New Keppel was $1.1 billion,

significantly higher as compared

to $793 million for 2024. All three

business segments achieved higher

year-on-year (yoy) profits, with

Infrastructure continuing to be

the largest contributor, followed

by Real Estate and Connectivity.

During the year, the non-core

portfolio’s2 net loss of $84 million

mainly arose from interest costs

attributable to legacy offshore and

marine (O&M) assets and fair value

losses on investments, partly offset

by gains from divestments in

property-related non-core assets.

The discontinued operation’s3 net loss

of $227 million in 2025 mainly arose

from a loss on remeasurement of M1’s

telco business, net of cessation of

depreciation and amortisation,

following the classification of

M1 Telco as a disposal group.

The full-year performance of the

New Keppel translated to earnings

per share of 61 cents, as compared

to 44 cents in 2024. Correspondingly,

Return on Equity4 (ROE) of the

New Keppel was 18.7% as compared

to 14.9% in 2024.

51

Annual Report 2025

Free cash inflow1 was $611 million

in 2025 as compared to the free

cash inflow of $901 million in

2024, as 2024 benefitted from the

consolidation of Asset Co’s cash

balances of about $1.07 billion.

Excluding cash balances from

Asset Co, free cash flow improved

yoy by $780 million driven by stronger

cash inflows from operating activities

as a result of lower working capital

requirements, as well as higher

divestment proceeds and dividends

received. These were partly offset

by higher investments and capex

during the year. Net debt to EBITDA2

of Keppel and the New Keppel

improved to 5.1x and 2.0x as at

end-2025, compared to 5.9x and

2.3x respectively as at end-2024,

supported by an increase in EBITDA

and a lower net debt.

The total dividends for FY 2025

would be approximately 47 cents per

Keppel share, higher than the total

dividends for FY 2024. This comprises

a proposed final cash dividend of

19 cents per share and an interim

cash dividend of 15 cents per share

paid in the third quarter of 2025,

and a proposed special dividend

comprising cash dividend of 2 cents

per share and dividend in-specie

of 1 Keppel REIT unit for every

9 Keppel shares which is equivalent

to approximately 11 cents per share3.

MULTIPLE INCOME STREAMS

Net profit for 2025 was supported

by positive contributions from all

income streams. Better performance

from asset management4 and

operations5 translated into higher

recurring income of $941 million for

2025, as compared to $779 million in

the preceding year.

The New Keppel also recorded higher

valuation and capital recycling gains

during the year arising from higher

fair values on investment properties

and investments, as well as divestment

gains from Real Estate and Connectivity.

Net loss from Corporate Activities

was higher than that in 2024 mainly

due to lower tax provision write-back.

MULTIPLE INCOME STREAMS ($ million)

1,500

1,200

900

600

300

0

-300

-600

2024

2025

Asset Management1

Operating2

Valuation

Capital Recycling

Corporate Activities

Net Profit

189

752

206

104

(151)

1,100

165

614

146

9

(141)

793

1 Includes asset management, transaction and advisory fees on sponsor stakes and co-investments

(including for funds which are wholly owned).

2 Refers to recurring income from operations, including from the sale of gas, electricity and utilities;

leasing and managing properties; technology solutions and services; as well as investment income and

share of recurring operating results of associated companies and joint ventures.

1 FY 2025 free cash flow (FCF) includes approximately $235 million financing component funded via bank borrowing in connection with the acquisition of Global

Marine Group (GMG), which is presented as cash inflow from financing activities in the financial statements. The inclusion herein is for better understanding of

the FCF. Following the completion of Keppel Infrastructure Trust’s subscription of a 46.7% equity stake in GMG on 25 November 2025, the bank borrowing has been

deconsolidated from the Group’s balance sheet. FY 2024 FCF includes $1.07 billion of cash consolidated on obtaining control over Rigco Holding Pte. Ltd. following

the completion of a selective capital reduction exercise.

2 Net debt to EBITDA (New Keppel): net debt is defined as net debt of the Group less net debt attributable to the Non-Core Portfolio for Divestment, while EBITDA

refers to profit before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and joint ventures),

excluding P&L effects from the Non-Core Portfolio for Divestment and Discontinued Operations.

3 FY 2025 includes proposed special dividend comprising 2 cents cash per share and dividend in-specie of one Keppel REIT unit for every nine Keppel shares held,

which is equivalent to approximately $0.11 per Keppel share based on Keppel’s issued share capital of 1,801,659,827 shares (excluding treasury shares) as at

31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

4 Includes asset management, transaction and advisory fees on sponsor stakes and co-investments (including for funds which are wholly owned).

5 Refers to recurring income from operations, including from the sale of gas, electricity and utilities; leasing and managing properties; technology solutions

and services; as well as investment income and share of recurring operating results of associated companies and joint ventures.

Better performance from asset management and operations

translated into recurring income of $941 million for 2025,

21% higher compared to $779 million in the preceding year.

52

KEPPEL LTD.

PERFORMANCE REVIEW

Financial Review

Marina Bay Financial Centre Tower 3.

REVENUE1 ($ million)

6,000

5,000

4,000

3,000

2,000

1,000

0

-1,000

Non-Core

Portfolio

2024

2025

541

705

Corporate

Activities2

Connectivity

Real Estate

(46)

(50)

548

953

144

221

Infrastructure

4,597

4,154

1 Numbers are for continuing operations.

2 Includes elimination.

SEGMENT PERFORMANCE

Revenue from continuing operations

of $5,983 million was $199 million or

3% higher than that in 2024.

Revenue from the Infrastructure

segment decreased by $443 million

or 10% to $4,154 million. The segment

recorded lower revenue from the

integrated power business as a result

of lower wholesale prices, as well as

lower revenue from decarbonisation

and sustainability solutions. These were

partly offset by the consolidation of

revenue from Global Marine Group

which was acquired in March 2025.

Asset management fee revenue

was lower yoy as 2024 benefited

from transaction advisory fees on

co-investments, higher acquisition fees

in relation to Keppel Infrastructure

Trust’s (KIT) acquisitions in Germany

and Australia, and performance fees

from KIT. The negative variance was

partly offset by higher management

fees from KIT and from private funds

following the first close by Keppel

Private Credit Fund III in 4Q 2024,

fund raise by Keppel Infrastructure

Fund and the setting up of the Keppel

Offshore Infrastructure Fund in 2025.

Revenue from the Real Estate

segment increased by $77 million

to $221 million largely due to the

consolidation of a senior living

operator in the United States since

March 2025, as well as higher fees

from the urban solutions and

sustainable urban renewal businesses.

Asset management recorded higher

acquisition fees mainly in relation

to Keppel REIT’s acquisition of an

additional one-third interest in

Marina Bay Financial Centre Tower 3

and a regional mall in Sydney. There

were also higher management fees

earned during the year following the

first close of Keppel Education Asset

Fund II in April 2025.

53

Annual Report 2025

recorded in 2024. The stronger

performance was mainly due to

the higher contributions from

decarbonisation and sustainability

solutions, and from sponsor stakes

and co-investments. These were

partly offset by lower contributions

from the integrated power business

as a result of lower contracted

spread, as well as a decrease in asset

management net profit from lower

revenue as mentioned earlier.

The Real Estate segment achieved a

net profit of $273 million as compared

to $107 million last year. The better

performance was on the back of

higher fair value gain from investment

properties, better performance from

sponsor stakes and co-investments,

as well as higher gain from partial

divestment of Saigon Centre Phase 3

project in Vietnam. Asset management

net profit improved yoy with higher

contribution from Aermont Capital S.à r.l

following the completion of the Phase 1

acquisition in April 2024, higher asset

management fee revenue (as mentioned

above), as well as lower costs and net

interest expense.

The Connectivity segment recorded a

net profit of $175 million which was

$26 million higher than that in 2024.

During the year, the segment recognised

gains on the sale of two fibre pairs with

the Bifrost Cable System achieving

ready-for-service status in October

2025, gain from the receipt of final

payment in relation to the lease

extension and divestment of

two hyperscale data centres to

Keppel DC REIT, as well as an increase

in asset management net profit from

higher revenue as mentioned above.

These were partly offset by lower

contributions from sponsor stakes.

OPERATING PROFIT/(LOSS)1 ($ million)

1,200

1,000

800

600

400

200

0

-200

Non-Core

Portfolio

2024

2025

206

220

Corporate

Activities2

Connectivity

Real Estate

(134)

(126)

118

110

211

126

Infrastructure

744

792

1 Numbers are for continuing operations.

2 Includes elimination.

NET PROFIT/(LOSS) ($ million)

1,000

800

600

400

200

0

-200

-400

Discontinued

Operations

2024

2025

153

(227)

Non-Core

Portfolio

Corporate

Activities

Connectivity

(6)

(84)

(141)

(151)

149

175

Real Estate

107

273

Infrastructure

678

803

Revenue from the Connectivity

segment increased by $405 million to

$953 million. The data centre business

recorded higher facility management

revenue partly offset by lower project

management revenue, and higher asset

management fee revenue following

the acquisition of two assets by

Keppel DC REIT and first close of Keppel

Data Centre Fund III, as well as the

recognition of carried interest arising

from the performance achieved by

Alpha Data Centre Fund. The segment

also consolidated revenue from ADG

National Investment and Technology

Development Corp which was acquired

in April 2025.

Revenue from the Non-Core Portfolio

for Divestment1 increased by

$164 million to $705 million, mainly

due to higher revenues from property

trading projects in China and Vietnam

as a result of a higher number of units

handed over during the year, partly

offset by Singapore due to a lower

number of residential units sold.

Net profit from continuing operations

in 2025 was $1,016 million, 29% or

$229 million higher than $787 million

in 2024. Excluding net loss from

the non-core portfolio1, net profit

from the New Keppel rose by 39% or

$307 million yoy to $1,100 million.

The Infrastructure segment registered

a net profit of $803 million in 2025,

which was $125 million or 18% higher

than the $678 million net profit

1 Non-Core Portfolio for Divestment comprises

mainly legacy offshore & marine assets,

residential landbank, selected property

developments and investment properties,

hospitality and logistics assets, associated cash

and receivables, and other non-core

investments that are not aligned with Keppel’s

strategic focus as an asset-light global asset

manager and operator. Legacy offshore &

marine assets comprise Seatrium shares, the

legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

2 In accordance with SFRS(I) 5 Non-current Assets

Held for Sale and Discontinued Operations, the

performance of M1 and its subsidiaries,

excluding the technology solutions & services

business and other carved out assets (M1 Telco),

are presented as discontinued operations for

the financial period, with comparative

information re-presented accordingly.

54

KEPPEL LTD.

PERFORMANCE REVIEW

Financial Review

EBITDA1,2 ($ million)

1,200

1,000

800

600

400

200

0

-200

Non-Core

Portfolio

2024

2025

269

291

Corporate

Activities3

Connectivity

Real Estate

(124)

(116)

192

242

302

409

Infrastructure

812

965

1 Numbers are for continuing operations.

2 EBITDA refers to profit before depreciation, amortisation, net interest expense and tax (i.e. including

share of results of associated companies and joint ventures).

3 Includes elimination.

Net loss from Corporate Activities

of $151 million as compared to

$141 million last year was mainly due

to lower tax provision write-backs.

Net loss from the non-core portfolio1

was $84 million as compared to

$6 million in 2024. The segment

recorded fair value losses from

investment properties and investments

in 2025, as compared to fair value gains

in 2024. Contributions from property

trading projects in China and Singapore

and property investment were lower

yoy. These were partly offset by gains

recorded in 2025 from the disposal

of a property development project

in Vietnam, partial divestment of

a property development project

located in Tianjin Eco-City’s Northern

District in China, partial divestment

of an integrated township project in

Vietnam, as well as the disposal of

Computer Generated Solutions, Inc

in the United States. The legacy O&M

assets recorded lower net loss

mainly due to fair value gain on

Seatrium shares as compared to

fair value loss in 2024 and share of

profit from an associated company

as compared to share of loss in

2024, which were partly offset by

impairments of fixed assets,

stocks and receivables.

Engineers at the Keppel Marina East Desalination Plant.

Keppel’s taxation increased mainly

due to higher taxable gains arising

from the disposal gains from the

non-core portfolio1, as well as higher

taxable profits from the Infrastructure

and Connectivity segments. Taking

into account income tax expenses,

non-controlling interests and profit

attributable to holders of perpetual

securities, the Group’s net profit from

continuing operations attributable to

shareholders for 2025 was $1,016 million,

while the New Keppel’s net profit was

$1,100 million, excluding the net loss

from the non-core portfolio1. Including

discontinued operations2, the Group’s

net profit attributable to shareholders

was $789 million, as compared to

$940 million in 2024.

The net loss from discontinued

operations2 in 2025 mainly pertained

55

Annual Report 2025

to a loss on remeasurement of

M1 Telco as a disposal group to its

fair value less costs to sell, net of

the cessation of the depreciation,

amortisation and equity accounting

for the relevant assets classified

under the disposal group held for

sale, amounting to approximately

$222 million, partly offset by the

full-year contributions from M1’s

telco business. The net profit from

discontinued operations1 in 2024

relates to the full-year performance

from M1’s telco business, the write-back

of certain cost provisions made in

2023 pursuant to the Combination

Transaction (combination between

Keppel Offshore & Marine and

Sembcorp Marine) that was completed

on 28 February 2023, as well as the

recognition of claim receivable

against Seatrium Limited in respect

of certain liabilities pursuant to an

agreement in connection with the

Combination Transaction.

ROE was 7.4%, compared to 8.9% in the

previous year. Excluding the non-core

portfolio2 and discontinued operations1,

ROE3 of the New Keppel was 18.7% as

compared to 14.9% in the preceding year.

Taking into account Keppel’s

strong performance, and to reward

shareholders for their confidence in

Keppel, the Company will be distributing

total dividends of approximately

47 cents per share for FY 2025,

comprising a proposed final cash

dividend of 19 cents per share, the

interim cash dividend of 15 cents per

share distributed in the third quarter of

2025 and a proposed special dividend

comprising cash dividend of 2 cents

per share and dividend in-specie of

one Keppel REIT unit for every nine

Return on Equity of the New Keppel was 18.7%, as compared to

14.9% in FY 2024.

ROE & DIVIDEND

%

cents

56

48

40

32

24

16

8

0

280

240

200

160

120

80

40

0

2024

8.9

34

15

2023

37.9

2702

15

2022

2021

9.1

33

12

8.1

33

15

ROE1 (%)

Full Year Dividend (cents)

Interim Dividend (cents)

2025

7.4

473

15

1

Excluding the Non-Core Portfolio for Divestment and Discontinued Operations, ROE of the New Keppel

for FY 2025 and FY 2024 were 18.7% and 14.9% respectively.

2

Includes dividends in-specie of Sembcorp Marine (now Seatrium) shares worth $2.19/share and

Keppel REIT units worth $0.167/share in FY 2023.

3

Includes proposed special dividend of 2 cents cash per share and dividend in-specie of one Keppel REIT

unit for every nine Keppel shares held, which is equivalent to approximately $0.11 per Keppel share based

on Keppel’s issued share capital of 1,801,659,827 shares (excluding treasury shares) as at 31 December

2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026).

1

Numbers are for continuing operations.

PROFIT/(LOSS) BEFORE TAX1 ($ million)

1,200

1,000

800

600

400

200

0

-200

Non-Core

Portfolio

2024

2025

24

(9)

Corporate

Activities

Connectivity

Real Estate

(134)

(136)

169

206

193

330

Infrastructure

792

925

1 In accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, the performance of M1 and its subsidiaries, excluding the technology

solutions & services business and other carved out assets (M1 Telco), are presented as discontinued operations for the financial period, with comparative

information re-presented accordingly.

2 Non-Core Portfolio for Divestment comprises mainly legacy offshore & marine assets, residential landbank, selected property developments and investment

properties, hospitality and logistics assets, associated cash and receivables, and other non-core investments that are not aligned with Keppel’s strategic focus

as an asset-light global asset manager and operator. Legacy offshore & marine assets comprise Seatrium shares, the legacy rigs, Floatel, KrisEnergy and Dyna-Mac.

3 Return on Equity of the New Keppel (refers to Keppel excluding the Non-Core Portfolio for Divestment and Discontinued Operations) refers to the return

generated on the average shareholders’ funds of the New Keppel, i.e. excluding equity that is attributable to the Non-Core Portfolio.

4 FY 2025 includes proposed special dividend comprising 2 cents cash per share and dividend in-specie of one Keppel REIT unit for every nine Keppel shares held,

which is equivalent to approximately $0.11 per Keppel share based on Keppel’s issued share capital of 1,801,659,827 shares (excluding treasury shares) as at

31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

56

KEPPEL LTD.

PERFORMANCE REVIEW

Financial Review

TOTAL LIABILITIES OWED AND CAPITAL INVESTED ($ million)

28,000

24,000

20,000

16,000

12,000

8,000

4,000

0

2024

2025

Shareholders’ funds

Perpetual securities

Non-controlling interests

Creditors

Contract liabilities

Term loans

Lease liabilities

Other liabilities

Liabilities directly associated with disposal group

and assets classified as held for sale

Total

10,463

402

321

3,239

84

11,316

120

324

819

27,088

10,754

402

270

3,690

50

11,898

174

420

–

27,658

TOTAL ASSETS OWNED ($ million)

28,000

24,000

20,000

16,000

12,000

8,000

4,000

0

2024

2025

Fixed assets

Investment properties

Right-of-use assets

Associated companies, joint ventures & investments

Stocks

Contract assets

Debtors & others

Bank balances, deposits & cash

Disposal group and assets classified as held for sale

Total

3,681

4,869

173

9,455

1,099

240

3,200

2,309

2,062

27,088

4,236

5,332

216

9,010

1,924

366

4,272

2,302

–

27,658

Keppel shares which is equivalent to

approximately 11 cents per share4. On

a per share basis, this translates into

a gross yield of 4.5% on Keppel’s share

price of $10.35 as at 31 December 2025.

FINANCIAL POSITION

Following the announcement on

11 August 2025 and in accordance with

SFRS(I) 5 Non-current Assets Held for

Sale and Discontinued Operations,

the assets and liabilities related to

M1 Limited, excluding the Technology

Solutions & Services business

(formerly known as information and

communications technology (ICT)

business) and other carved out

assets (M1 Telco), had been presented

in the balance sheet as “Disposal

group classified as held for sale” and

“Liabilities directly associated with

disposal group classified as held for

sale” as at 31 December 2025.

Shareholders’ funds decreased by

$0.29 billion to $10.46 billion as at

31 December 2025. The decrease was

mainly attributable to the share

buyback programme, payment of final

dividend of 19 cents per share in respect

of FY 2024, payment of interim dividend

of 15 cents per share in respect of the

half year ended 30 June 2025, foreign

exchange translation losses and

decrease in fair value on cash flow

hedges, partly offset by retained

profits for the year.

Total assets were $27.09 billion as at

31 December 2025, $0.57 billion lower

than the previous year-end. This was

mainly attributable to decrease in

fixed assets, investment properties

and intangible assets, partly offset by

further investments in associated

companies and joint ventures.

Management also took into

consideration climate-related issues

and there was no material impact on

Keppel’s financial reporting in FY 2025.

Total liabilities of $15.90 billion as at

31 December 2025 were $0.33 billion

lower than the previous year-end.

This was largely attributable to the

net repayment of term loans and

a reduction in other non-current

liabilities and amount owed to creditors.

Net debt decreased by $0.64 billion

to $9.13 billion as at 31 December 2025

mainly due to operating cash inflows,

dividends received and proceeds

from divestments completed during

the year, partly offset by dividend

payments, share buybacks, investments

in associated companies and joint

ventures as well as additions

of fixed assets and investment

properties. Total equity decreased

by $0.24 billion mainly due to a

decrease in shareholders’ funds as

explained above.

57

Annual Report 2025

CASH FLOW

2025

$ million

2025 vs 2024

+/(-)

2024

$ million

Operating profit

865

(458)

1,323

Depreciation, amortisation & other non-cash items

100

326

(226)

Cash flow provided by operations before changes in working capital

965

(132)

1,097

Working capital changes

283

536

(253)

Interest receipt and payment & tax paid

(586)

58

(644)

Net cash from operating activities

662

462

200

Investments & capital expenditure

(1,337)

(1,267)

(70)

Divestments

883

413

470

Dividend income

438

88

350

Advance (to)/from associated companies, joint ventures and joint venture partner

(35)

14

(49)

Net cash (used in)/from investing activities

(51)

(752)

701

Free cash flow^

611

(290)

901

Dividend paid to shareholders of the Company & subsidiaries

(636)

(1)

(635)

^ FY 2025 free cash flow (FCF) includes approximately $235 million financing component funded via bank borrowing in connection with the acquisition of Global

Marine Group (GMG), which is presented as cash inflow from financing activities in the financial statements. The inclusion herein is for better understanding of

the FCF. Following the completion of Keppel Infrastructure Trust’s subscription of a 46.7% equity stake in GMG on 25 November 2025, the bank borrowing has been

deconsolidated from the Group’s balance sheet. FY 2024 FCF includes $1.07 billion of cash consolidated on obtaining control over Rigco Holding Pte. Ltd. following

the completion of a selective capital reduction exercise.

Keppel’s Total Shareholder Return was 58.5% in 2025,

29.7 percentage points above the benchmark Straits

Times Index’s 28.8%.

TOTAL SHAREHOLDER RETURN1

Keppel’s Total Shareholder Return

(TSR) was 58.5% in 2025, 29.7

percentage points above the

benchmark Straits Times Index’s (STI)

TSR of 28.8%. Keppel’s 10-year

annualised TSR was 14.2%, higher

than STI’s 9.3%.

CASH FLOW

Free cash inflow2 was $611 million in

2025 as compared to the free cash

inflow of $901 million in 2024. Net

cash from operating activities was

higher at $662 million as compared to

$200 million in the prior period

mainly due to lower working capital

requirements. Net cash used in

investing activities was $51 million in

2025, as compared to net cash from

investing activities of $701 million in

2024. This was mainly due to cash

balances of about $1.07 billion

consolidated upon obtaining control

of Rigco Holding Pte. Ltd. in 2024,

higher investments and capital

expenditure, partly offset by higher

Keppel

STI

58.5

28.8

TOTAL SHAREHOLDER RETURN (%)

70

60

50

40

30

20

10

0

-10

-20

-30

2025

49.3

8.4

(1.5)

13.6

(18.6)

(8.1)

18.5

9.4

(16.4)

(6.5)

30.9

22.0

(6.3)

3.8

61.1

4.7

2018

2017

2019

2016

2020

2022

2021

2023

2.0

23.5

2024

10-year annualised TSR as at 2025

Keppel

14.2%

STI

9.3%

Source: Bloomberg

58

KEPPEL LTD.

PERFORMANCE REVIEW

Financial Review

BORROWINGS’ MATURITY1 (%)

11

6

27

22

17

17

100

>5 Years

4–5 Years

3–4 Years

2–3 Years

1–2 Years

<1 Year

Total

with the balance secured by

properties and other assets.

Secured borrowings are mainly for

financing of investment properties

and property development projects.

The net book value of properties

and assets pledged/mortgaged to

financial institutions amounted to

$2.03 billion (2024: $2.50 billion).

Fixed rate borrowings5 constituted

58% (2024: 63%) of total borrowings

after taking into account the effect

of derivative financial instruments.

Excluding notional hedge amount

relating to highly probable future

borrowings, Keppel has cross

currency swap and interest rate

swap agreements with a notional

amount totalling $5,723 million

whereby it receives foreign currency

fixed rates and variable rates equal

to USD SOFR and EURIBOR (in the

case of the cross currency swaps)

and variable rates equal to SORA,

divestment proceeds and dividends

received. Proceeds from divestments

completed during the year included

the divestment of non-core assets,

which are part of Keppel’s asset

monetisation programme. In 2025,

Keppel’s investments included

acquisitions of Global Marine Group

and Silverio Developers Pte Ltd,

investments in sponsor stakes

and co-investments, and the final

payment for the Phase 1 acquisition of

Aermont Capital S.à r.l. Excluding cash

balances from Asset Co, free cash

flows have improved by $780 million.

Free cash inflow for the New Keppel

in FY 2025 was $177 million. In line

with our focus on growing recurring

income, the New Keppel generated

healthy cash inflows from operating

activities. Cash inflows from operating

activities, divestment proceeds and

dividends received were reinvested

to fund investments in sponsor

stakes as well as acquisitions and

capital expenditure.

Total distribution to shareholders of

the Company and non-controlling

shareholders of subsidiaries for the

year amounted to $636 million.

BORROWINGS3

Keppel’s borrowings comprise money

market loans, term loans, project

finance loans, as well as medium- and

long-term bonds. Total borrowings

excluding lease liabilities as at the

end of 2025 were $11.3 billion (2024:

$11.9 billion). At the end of 2025, 17%

(2024: 12%) of Keppel’s borrowings were

repayable within one year with the

balance largely repayable more than

two years later. As at the end of 2025,

Keppel’s Net debt to EBITDA4 was

5.1x (2024: 5.9x), while the New Keppel’s

Net debt to EBITDA was 2.0x (2024: 2.3x).

Unsecured borrowings constituted

92% (2024: 91%) of total borrowings,

1 Source: Bloomberg

2 FY 2025 free cash flow (FCF) includes approximately $235 million financing component funded via bank borrowing in connection with the acquisition of Global

Marine Group (GMG), which is presented as cash inflow from financing activities in the financial statements. The inclusion herein is for better understanding of

the FCF. Following the completion of Keppel Infrastructure Trust’s subscription of a 46.7% equity stake in GMG on 25 November 2025, the bank borrowing has been

deconsolidated from the Group’s balance sheet. FY 2024 FCF includes $1.07 billion of cash consolidated on obtaining control over Rigco Holding Pte. Ltd. following

the completion of a selective capital reduction exercise.

3 Borrowings exclude lease liabilities.

4 Net debt to EBITDA (the New Keppel): net debt is defined as net debt of the Group less net debt attributable to the Non-Core Portfolio for Divestment, while

EBITDA refers to profit before depreciation, amortisation, net interest expense and tax (i.e. including share of results of associated companies and joint

ventures), excluding P&L effects from the Non-Core Portfolio for Divestment and Discontinued Operations.

5 Excludes perpetual securities which have been accounted for as equity. Including perpetual securities, fixed rate borrowings would be 60% (2024: 65%).

OVERALL NET DEBT TO EBITDA

$ million

No. of times

10,500

9,000

7,500

6,000

4,500

3,000

1,500

0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0

2024^

9,771

1,647

5.9

Net Debt

EBITDA

Net Debt to EBITDA

2025

9,127

1,791

5.1

NEW KEPPEL NET DEBT TO EBITDA1

$ million

No. of times

10,500

9,000

7,500

6,000

4,500

3,000

1,500

0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0

2024^

3,189

1,377

2.3

Net Debt

EBITDA

Net Debt to EBITDA

2025

2,968

1,500

2.0

1

Net debt to EBITDA (the New Keppel): net debt is defined as net debt of the Group less net debt attributable

to Non-Core Portfolio for Divestment, while EBITDA refers to profit before depreciation, amortisation,

net interest expense and tax (i.e. including share of results of associated companies and joint ventures),

excluding P&L effects from the Non-Core Portfolio for Divestment and Discontinued Operations.

^ 2024 net debt and EBITDA includes M1 Telco.

1

Borrowings exclude lease liabilities.

59

Annual Report 2025

FINANCIAL CAPACITY

$ million

Remarks

Cash held in Treasury

450

19% of total cash of $2.31 billion

Available credit facilities

6,033

Credit facilities of $8.18 billion, of which $2.15 billion was utilised

Total

6,483

paper and debt capital market

programmes. Funding of working

capital requirements, capital

expenditure and investment needs

was made through a mix of money

market loans, term loans, project

finance loans, as well as medium-

and long-term bonds.

As at the end of 2025, total

available credit facilities, including

cash held in Treasury and bank

guarantee facilities, amounted to

$6.48 billion (2024: $7.33 billion).

CRITICAL ACCOUNTING

JUDGMENTS & ESTIMATES

Keppel’s material accounting policy

information is discussed in more

detail in the notes to the financial

statements. The preparation of

financial statements requires

management to exercise its judgments

in the process of applying the

accounting policies. It also requires

the use of accounting estimates and

assumptions which affect the reported

amounts of assets, liabilities, income

and expenses. Critical accounting

judgments and estimates are described

in Note 2.25 to the financial statements.

structure to maximise return

for shareholders.

Capital Structure

Total equity at the end of 2025

was $11.19 billion as compared

to $11.43 billion as at the end of

2024. Keppel was in a net debt

(including lease liabilities) position

of $9,127 million as at the end of 2025,

which was below the $9,771 million

as at the end of 2024.

During the year, 13,220,000 shares

were bought back and held as

treasury shares. The Company

transferred 8,775,614 treasury shares

to employees upon vesting of shares

released under the Keppel Share

Plans. As at the end of the year,

the Company had 18,897,940 treasury

shares. Except for the transfer stated,

there was no other sale, transfer,

disposal, cancellation and/or use

of treasury shares during the year.

Financial Resources

Keppel maintains adequate cash

reserves as well as sufficient undrawn

money market facilities, committed

revolving credit facilities, commercial

USD SOFR and EURIBOR (in the case

of interest rate swaps) and pays fixed

rates of between 0.89% and 3.75%

on the notional amount. Details of

these derivative financial instruments

are disclosed in the notes to the

financial statements.

Singapore dollar borrowings

represented 57% (2024: 59%) of

total borrowings after taking into

account the effect of derivative

financial instruments. The balance

was mainly in US dollars. Foreign

currency borrowings were drawn

to hedge against Keppel’s overseas

investments and receivables that

were denominated in foreign currencies.

The weighted average tenor of Keppel’s

borrowings, including perpetual

securities, was about three years at

the end of 2025 and at the end of

2024, with an average cost of funds of

3.19% at the end of 2025 as compared

to 3.68% at the end of 2024.

CAPITAL STRUCTURE &

FINANCIAL RESOURCES

Keppel maintains a strong balance

sheet and an efficient capital

SECURED/UNSECURED BORROWINGS (%)

8

92

100

Secured

Unsecured

Total

FIXED1/FLOATING BORROWINGS (%)

58

42

100

Fixed1

Floating

Total

BORROWINGS BY CURRENCY (%)

57

30

13

100

SGD

USD

Others

Total

1 Excludes perpetual securities which have been accounted for as equity. Including perpetual securities,

fixed rate borrowings would be 60%.

60

KEPPEL LTD.

PERFORMANCE REVIEW

Financial Review

Investment Platform

Business Segments

Infrastructure

Real Estate

Connectivity

Keppel Credit Fund Management

Keppel DC REIT Management

Keppel Fund Management

Keppel Infrastructure Fund Management

Aermont Capital S.à r.l

Keppel REIT Management

KORE US REIT Management

Prime US REIT Management

Private Fund Managers

Listed REITs & Business Trust Managers

Centralised Functions

Keppel

Operating Platform

Fund Management Platform

61

Annual Report 2025

Corporate Structure

PERFORMANCE REVIEW

ENVIRONMENTAL

STEWARDSHIP

We are committed to combatting

climate change, improving

resource efficiency and reducing

our environmental impact.

We are providing solutions for

a sustainable future, such as

clean energy, decarbonisation

solutions and sustainable

urban renewal.

We have set quantitative targets

to reduce our carbon emissions,

reduce water and waste intensity,

increase renewable energy

utilisation and grow our portfolio

of renewable energy assets.

We are monitoring the latest

developments in climate change

and taking steps to manage

climate-related risks and seize

opportunities by providing

solutions that contribute to

climate action.

We have also developed

a Climate Transition Plan,

outlining our plans to build

climate resilience and

contribute to climate

mitigation and adaptation.

RESPONSIBLE

BUSINESS

The long-term sustainability of

our business is driven at the

highest level of the organisation

through a strong and effective

board, good corporate

governance and prudent risk

management, including the

evaluation of ESG risks.

As a global asset manager and

operator, we are committed to

responsible investment. We are

also driving innovation across

the Company and leveraging

technology and our asset-light

model to invest in and create

solutions that contribute to

a sustainable future, while

generating value for our

investors and Limited Partners.

We are also working closely

with stakeholders in our

value chain to enhance their

sustainability performance.

PEOPLE AND

COMMUNITY

People are the cornerstone

of our business. We are

committed to diversity,

employee well-being, workplace

health and safety, and investing

in the training and development

of our employees to help them

reach their full potential.

We strive to create value and

uplift communities wherever we

operate. We support initiatives

that contribute to protecting

the environment, promoting

education and caring for the

underprivileged, with the

goal of building a sustainable

future together.

We have committed to

contribute up to 1% of Keppel’s

recurring income to worthy

causes. In 2025, Keppel invested

about $4.2 million in social

investment spending and

industry advancement, including

about $2.5 million disbursed in

Singapore through Keppel Care

Foundation, the Company’s

philanthropic arm. Keppel

Volunteers around the world

also contributed more than

11,800 hours of community

service in 2025.

We are committed to environmental stewardship,

responsible business practices, and investing in

people and communities wherever we operate.

OUR STRATEGY

Keppel has a two-pronged sustainability strategy of running our business sustainably, and making

sustainability our business by investing in and creating solutions that contribute to global

sustainable development and decarbonisation efforts.

Our approach to sustainability is underpinned by the three pillars of (i) Environmental Stewardship,

(ii) Responsible Business, and (iii) People and Community, which address the environmental,

social and governance (ESG) aspects of sustainability.

How we create value for our stakeholders

62

KEPPEL LTD.

Sustainability Framework

GOVERNANCE

Sustainability Working Committee, comprising heads of

centralised functions and representatives from Keppel’s

platforms and divisions, which monitors and executes the

Company’s sustainability efforts.

MATERIAL ESG FACTORS

In 2025, Keppel conducted a comprehensive assessment

of material ESG factors, applying the double materiality

approach, and taking into consideration the Company’s

transformation into a global asset manager and operator.

The five material ESG factors identified and which have

been approved by Keppel’s Board are as follows:

• Climate Action and Environmental Management

• Corporate Governance and Risk Management

• Health and Safety

• Human Capital Management

• Supply Chain Management

Further details will be provided in Keppel’s Sustainability

Report 2025 to be published in May 2026.

SUSTAINABILITY GOVERNANCE

The Board and management of Keppel are committed to

sustainability, which is at the core of the Company’s strategy.

The Board and management consider sustainability issues

in the Company’s business and strategy, determine

the material ESG factors and oversee the management

and monitoring of the material ESG factors.

Sustainability-related topics, including environmental and

climate change issues, as well as social and governance

aspects, are regularly discussed by the Board, which

meets six times a year, and as warranted by circumstances.

The Board Sustainability and Safety Committee provides

greater focus on sustainability matters, while the

Management Executive Committee oversees Keppel’s

strategy and performance, including sustainability issues.

The Chief Sustainability Officer (CSO) coordinates and

drives Keppel’s sustainability efforts. The CSO chairs the

SUSTAINABILITY MANAGEMENT STRUCTURE

Board Level

Maintains oversight over

sustainability issues

Management

Executive Committee

Platforms and

Divisions Level

Monitors and

executes Keppel’s

sustainability efforts

Executive Level

Oversees Keppel’s

strategy and performance,

including sustainability and

climate-related issues

Sustainability

Working Committee

Chaired by Keppel’s CEO, and includes the CIO, CFO,

CEOs of Keppel’s platforms and divisions, CSO and

selected members of senior management.

Board Sustainability and

Safety Committee (BSSC)

Board of Directors

Sustainability has been included in the agenda of quarterly Board meetings.

Set up in 2022 to provide greater focus on sustainability matters.

Chaired by Keppel’s CSO and comprises heads of centralised functions and

representatives from Keppel’s platforms and divisions.

Material ESG Factors

Supply

Chain

Management

Climate

Action and

Environmental

Management

Health

and

Safety

Corporate

Governance

and Risk

Management

Human

Capital

Management

Loh Chin Hua

Member

Danny Teoh

Member

Olivier Blum1

Chairman

Piyush Gupta2

Member

1 Appointed BSSC Chairman on 21 April 2025.

2 Appointed on 1 July 2025.

63

Annual Report 2025

CONTRIBUTING TO SUSTAINABLE DEVELOPMENT

As a company committed to sustainability, Keppel contributes, both directly and indirectly, towards the United Nations

Sustainable Development Goals (SDGs). We have identified 10 SDGs which represent Keppel’s most significant impacts on

the sustainable development agenda. They include areas where Keppel is making the most positive impacts on the SDGs,

as well as areas where we have a responsibility to prevent and mitigate potential negative impacts.

We publish sustainability reports annually, and the next report will be published in May 2026. Our sustainability reports draw on international standards of

reporting, including the Global Reporting Initiative Standards, and are externally assured. The reports are also aligned with sustainability reporting requirements

by the Singapore Exchange.

For more information, view our Sustainability Report on our website at www.keppel.com

MATERIAL ESG FACTORS

ENVIRONMENTAL STEWARDSHIP

CLIMATE ACTION AND

ENVIRONMENTAL

MANAGEMENT

Run Our Business Sustainably and Make Sustainability Our Business

• Committed to both running our business sustainably, with various environmental

and climate targets, and making sustainability our business through investing in and

creating solutions that contribute to a sustainable future.

• Set environmental targets, including the following:

–  Halve Scope 1 and 2 carbon emissions by 2030 from 2020 base year, and achieve

net zero Scope 1 and 2 emissions by 2050. We also track and disclose all categories

of Scope 3 emissions which are relevant to Keppel.

– Grow renewable energy portfolio to 7 GW by 2030. We have announced renewables

projects with a total capacity of 4.7 GW as at end-2025, including battery energy

storage systems.

– Aim for at least 50% of electricity use within our operations to be from renewable

energy sources by 2025, with a view to reach 100% by 2030.

– Reduce sector-specific water and waste intensity for operating divisions by 2030

from 2023 base year.

• Will be making climate-related disclosures aligned with the Singapore Exchange (SGX)

Sustainability Reporting Guide, including the application of the International Financial

Reporting Standards (IFRS) Sustainability Disclosure Standards, where relevant, in

Keppel’s Sustainability Report 2025, to be published in May 2026.

RESPONSIBLE BUSINESS

CORPORATE GOVERNANCE

AND RISK MANAGEMENT

Enhance Governance, Compliance and Risk Management

• Committed to ensuring strong corporate governance and compliance, robust risk

management, including management of sustainability-related risks, as well as

maintaining high standards of ethical business conduct, including zero tolerance for

fraud, bribery, and corruption.

• Continued risk-based implementation of ISO 37001 Anti-Bribery Management System

for in-scope entities within Keppel’s operating divisions.

• Adopted Board Gender Diversity Policy, aiming to have approximately 30% of the

Board comprise female directors by 2030.

• Maintained a proactive approach to identifying thematic and emerging risks.

• Continued to monitor and manage climate-related physical and transition risks.

• Monitored cybersecurity threat landscape and managed risks to safeguard Keppel’s

information and technology assets from cybersecurity incidents.

• Implemented Cyber Culture Programme to raise awareness of cyber risks.

64

KEPPEL LTD.

Sustainability Framework

GOVERNANCE

RESPONSIBLE BUSINESS

SUPPLY CHAIN

MANAGEMENT

Build a Resilient, Responsible and Diversified Supply Chain

• Integrated sustainability criteria in the selection, monitoring and evaluation of

suppliers and engaged suppliers to adopt sustainable and responsible business

practices, to minimise social and environmental impacts as well as manage risks

across our supply chains.

• All suppliers are selected in accordance with our requisition and purchasing policies

and screened based on ESG criteria.

• Enhanced sustainability performance within our supply chain, through the adoption of

green procurement guidelines and provision of in-house training for Keppel’s procurement

staff and relevant employees on supplier ESG screening and assessment processes.

• Continued collaboration with UN Global Compact Network Singapore to provide carbon

management training for our suppliers from Small and Medium Enterprises in 2025.

PEOPLE AND COMMUNITY

HUMAN CAPITAL

MANAGEMENT

Develop Future-ready and Engaged Workforce

• Committed to building a highly trained and diverse workforce led by people-centric

leaders, providing meaningful work, caring for employees’ health and well-being,

as well as upholding fair employment practices.

• Achieved strong engagement score of 88%, a four-point increase from 2024.

HEALTH AND SAFETY

Continually Enhance Safety Performance

• Committed to creating a safe and healthy work environment, building a proactive

safety culture through targeted HSE initiatives and continually improving health and

safety standards across our operations.

• Introduced HIRA+, a streamlined and targeted approach to manage high impact risk

activities by sharpening frontline engagement.

• Achieved zero fatalities across our global operations1 in 2025.

1 This refers to entities and assets operated by Keppel.

RECOGNITION FOR SUSTAINABILITY

Dow Jones

Best-in-Class Indices

Dow Jones Best-In-Class

World Index

Dow Jones Best-In-Class

Asia Pacific Index

MSCI ACWI Index

MSCI World Selection Index

FTSE4Good Index

iEdge Singapore

Low Carbon Index

iEdge-OCBC Singapore Low Carbon

Select 40 Capped Index

World’s Most Sustainable

Companies 2025

TIME Magazine

and Statista

Sustainability

Impact Awards 2025

Impact Enterprise of

the Year for Large Enterprises

Singapore Apex Corporate

Sustainability Awards

Apex Winner in the

Sustainable Solutions category

65

Annual Report 2025

In 2025, we deepened our engagement

with shareholders and the wider

investment community. Our investor

relations focus remained on timely,

transparent and balanced disclosure,

clearly articulating our strategy,

execution progress and outcomes, while

ensuring good access to information

across the investment community.

STAKEHOLDER ENGAGEMENT

Keppel maintains a proactive and

comprehensive investor engagement

programme, using multiple

communications channels to

support informed investment

decisions and a clear understanding

of our transformation journey.

During the year, we had over 300

engagements with institutional

investors across Singapore and key

international markets. These included

site visits, one-on-one and group

meetings, as well as participation in

investor conferences and roadshows.

We also held our annual Investor Day

in collaboration with Citigroup,

attracting more than 40 institutional

investors. Our senior management’s

video presentations were subsequently

published on our corporate website,

extending our reach to a broader

international investor base.

As at 10 February 2026, institutions

formed 55.4% of our shareholder

base, while retail investors accounted

for the remaining 44.6%. Shareholders

in Singapore held approximately

52.8% of our issued capital, while

those in the rest of Asia held 5.6%,

North America 22.0% and Europe

17.2%. In 2025, significant growth in

investor holdings was seen in Europe

and North America, driven by various

investors expanding their positions.

Keppel is currently covered by

14 sell-side research houses, who

provide regular analysis and insights

to the investment community. We

actively engage our sell-side analysts

to enhance their understanding of

SHAREHOLDING BY INVESTORS (%)

as at 10 February 2026

Institutions

Retail

Total

55.4

44.6

100.0

Keppel’s asset-light strategy, operating

model, and long-term drivers of value

creation. In 2025, we continued to

enhance our communication with

the investment community, including

introducing the bifurcation of our

reporting of the New Keppel and the

Non-Core Portfolio to provide greater

transparency on the Company’s

performance. In February 2026,

Keppel also announced proposed

special dividends based on 10–15% of

the gross value of asset monetisation

completed in the financial year.

In 2025, we convened our

Annual General Meeting (AGM), which

provided a platform to engage our

shareholders. Shareholders were

invited to submit questions in advance,

with written responses to substantial

questions published on SGXNet and

our website ahead of the meeting.

During the AGM, the Board addressed

all questions raised by shareholders.

Following the meeting, presentation

materials, voting results, and meeting

minutes were promptly made

available on SGXNet and our website.

Keppel also places strong emphasis on

engagement with retail shareholders.

At the annual briefing organised by

the Securities Investors Association

(Singapore) (SIAS), our Chief Executive

Officer, Chief Investment Officer and

Chief Financial Officer engaged with

over 100 retail shareholders, providing

updates on Keppel’s strategic priorities

and transformation progress. As a

longstanding sponsor of the SIAS

Investor Education Programme,

Keppel’s continued support enables

more than 2,800 retail shareholders

to benefit from complimentary SIAS

memberships each year.

INVESTOR RELATIONS RESOURCES

Keppel is committed to timely and fair

disclosure. All announcements of

material information are released via

SGXNet in accordance with listing

requirements and published on the

Company’s corporate website

We build trust and deliver value through disciplined

and transparent engagement with shareholders and

the global investment community.

SHAREHOLDING BY GEOGRAPHY1 (%)

as at 10 February 2026

Singapore

Asia (excluding Singapore)

Europe

North America

Others

Total

52.8

5.6

17.2

22.0

2.4

100.0

1 Excludes shareholdings below the analysis

threshold, which make up 38% of the

shareholder base.

66

KEPPEL LTD.

GOVERNANCE

Investor Relations

immediately thereafter, ensuring equal

access for investors. In addition, the

Company publishes media releases on

its website to provide regular updates

on its strategy, operations and progress.

In 2025, Keppel conducted media and

analyst briefings on its half-yearly

results, which were made publicly

accessible through live webcasts.

We also organised media and analyst

teleconferences for our voluntary

1Q and 9M business updates, reinforcing

ongoing engagement beyond statutory

reporting periods. Recordings of

webcasts, management speeches and

presentation materials were promptly

uploaded on our website on the same

day the results and business updates

were released via SGXNet. Transcripts of

the question-and-answer sessions

were also published on SGXNet and

on our website before the start of the

next trading day.

Our interactive, mobile-friendly

website (www.keppel.com) serves as a

comprehensive investor information

platform, providing access to

announcements, financial results,

business updates, annual reports,

investor presentations, as well as stock

and dividend information. Shareholders

and investors may subscribe to email

alerts or contact our Investor Relations

team via a dedicated email address

(investor.relations@keppel.com) or

through the contact number listed on

our website.

INVESTOR RELATIONS CALENDAR

The following key events were held in 2025 to engage shareholders, investors and analysts:

Q4

9M 2025 business

update teleconference

for media and analysts

Post-business

update meetings with

investors hosted by

CGS and JPMorgan

Morgan Stanley

24th Annual

Asia Pacific Summit

Q2

57th AGM

1Q 2025 business update

teleconference for

media and analysts

Post-business update

meeting with investors

hosted by Goldman Sachs

Investor Day hosted

by Citigroup

Non-deal roadshow to

London hosted by HSBC

Q3

1H 2025 results conference

and live webcast

Post-results meeting with

investors hosted by HSBC

Annual briefing for retail

shareholders hosted

by SIAS

Citi’s 2025 ASEAN C-Suite

Corporate Day

CLSA 32nd Investors’

Forum 2025

Q1

2H & FY 2024 results

conference and

live webcast

Post-results meeting

with investors hosted

by Citigroup

Goldman Sachs

APAC Data Center

Corporate Day

HSBC Global

Investment Summit

In 2025, Keppel strengthened the market’s understanding of its

transformation and model for value creation. The introduction of

separate reporting for the New Keppel and the $14.4 billion Non-Core

Portfolio at the 1H 2025 results enhanced transparency on the Company’s

performance, earnings quality and opportunities for asset monetisation.

During the year, several sell-side research houses refined their valuation

approaches to distinguish between the New Keppel and the Non-Core

Portfolio, with analysts increasingly applying growth-oriented valuation

parameters to the New Keppel. This was reflected in consensus target

prices, which rose from an average of about $8.17 at the start of 2025 to

$11.08 by year-end.

Keppel also delivered a total shareholder return of 58.5%1 in 2025,

reflecting both share price performance and dividends paid. These

outcomes were supported by continued execution of Keppel’s strategy

as a global asset manager and operator, alongside disciplined capital

management and transparent communication.

Enhancing

Communication

1 Source: Bloomberg

67

Annual Report 2025

BOARD COMPOSITION

DASHBOARD

The Board and management of Keppel firmly

believe that a strong commitment to good corporate

governance is essential to the sustainability of

Keppel’s business and performance.

COUNTRY OF ORIGIN/

NATIONALITY/CULTURAL

BACKGROUND

Singaporean

British

French

77.8%

11.1%

11.1%

RACE OR ETHNICITY

Chinese

Indian

Caucasian

66.7%

22.2%

11.1%

CORPORATE GOVERNANCE

Good corporate governance starts with a company’s Board of Directors,

who play a crucial role in ensuring transparency, accountability, optimal

performance, and good processes and practices in the company. Keppel’s

Board for FY 2025 was led by Chairman Mr Danny Teoh, who takes a leading

role and works with the other directors and senior management to set the right

ethical and behavioural tone in Keppel’s drive to achieve and maintain a

high standard of corporate governance. Mr Danny Teoh will be stepping

down from the Chairman role at the upcoming AGM and Mr Piyush Gupta

will, following re-election at the AGM, serve as Chairman of Keppel.

To assist the Board in the discharge of its oversight function, various board

committees, namely the Audit, Board Risk, Nominating, Remuneration,

and Board Sustainability and Safety Committees, have been constituted

with clear written terms of reference. All the board committees are

actively engaged and play an important role in ensuring good corporate

governance within Keppel.

RISK MANAGEMENT AND REGULATORY COMPLIANCE

Keppel adopts a balanced approach to risk management to optimise

returns while considering their impact on corporate sustainability.

Managing risks effectively is an integral part of the way in which Keppel

develops and executes its business strategies. It is grounded in the belief

that a balanced risk-reward methodology is the optimal approach. This

applies to all aspects of Keppel’s business, and particularly, its commitment

to environmental, social and governance issues and Keppel’s commitment

to deliver long-term value to our stakeholders. Keppel is guided by its core

values and code of conduct. Keppel will do business the right way and comply

with all applicable laws and regulations in whichever countries it operates.

Keppel strives to deliver outstanding performance, whilst maintaining the

highest ethical standards in line with applicable laws and regulations.

Corporate Governance

at a Glance

HOW THE COMPANY COMPLIES WITH THE 2018 CG CODE

Page

1. Board Matters

Board’s Conduct of Affairs

70

Board Composition and Succession Planning

75

Board Performance

80

2.

Remuneration Report

80

3.

Audit Committee

87

4. Risk Management and Internal Controls

89

5.

Shareholder Rights and Communication with Shareholders

91

HOW THE COMPANY UNDERTAKES WELL-CONSIDERED RISKS

AND ENSURES COMPLIANCE

1.

Risk Management

106

2.

Beyond Regulatory Compliance

112

BOARD HIGHLIGHTS

77.8%

Independent

directors

77.8%

With less than

nine years tenure

AGE

51–55 years

56–60 years

61–65 years

66–70 years

71–75 years

11.1%

11.1%

33.4%

22.2%

22.2%

68

69

Annual Report 2025

KEPPEL LTD.

GOVERNANCE

The Board and management of

Keppel firmly believe that a strong

commitment to good corporate

governance is essential to the

sustainability of Keppel’s business

and performance, and directors

must at all times act objectively in

the best interests of Keppel.

This report sets out an overview of

our corporate governance practices

and adherence to the principles of

the Code of Corporate Governance

2018 (the “2018 CG Code”), with

references to the accompanying

Practice Guidance.

BOARD’S CONDUCT OF AFFAIRS

Principle 1:

The company is headed by an effective

Board which is collectively responsible

and works with Management for the

long-term success of the company.

Principle 3:

There is a clear division of

responsibilities between the leadership

of the Board and management, and

no one individual has unfettered

powers of decision making.

Mr Danny Teoh is the Chairman of

the Company. He was appointed as

a non-executive and independent

Chairman with effect from 23 April

2021 and was re-designated as

non-executive and non-independent

Chairman with effect from 1 January

2022 in view of him having served for

more than nine years on the Board.

Mr Danny Teoh will be retiring by

rotation pursuant to the constitution

of the Company (“Constitution”) at

the upcoming Annual General Meeting

(“AGM”) of the Company and, although

eligible, is not seeking re-election.

Mr Piyush Gupta, who is currently the

Deputy Chairman of the Company, will

upon his re-election at the upcoming

AGM serve as Chairman of the Company.

Mr Gupta was appointed as a

non-executive and independent

director with effect from 1 July 2025.

The Chairman, with the assistance of

the Company Secretaries, schedules

meetings and prepares meeting

agenda to enable the Board to

perform its duties responsibly,

having regard to the flow of

Keppel’s operations. He further sets

guidelines on and monitors the flow

of information from management to

the Board to ensure that all material

information is provided in a timely

manner for the Board to make good

decisions. He also encourages

constructive relations between the

Board and management. At board

meetings, the Chairman encourages

full, frank and robust discussion from

all directors to ensure that the

debate benefits from a full range of

views in a challenging but collegial

manner. At general meetings, the

Chairman ensures constructive

dialogue between shareholders,

the Board and management. The

Chairman sets the right ethical and

behavioural tone and takes a leading

role in the Company’s drive to achieve

and maintain a high standard of

corporate governance with the

support from the directors, Company

Secretariat and management.

Mr Shirish Apte is the Lead Independent

Director of the Company. As Lead

Independent Director, Mr Apte supports

the current Chairman and Board to

ensure effective corporate governance

in managing the affairs of the Company,

provides leadership in situations

where the Chairman is conflicted and

facilitates communication between

the Board and shareholders or

other stakeholders of the Company

as necessary. He is also available to

shareholders and other stakeholders

of the Company where they believe

that their concerns previously

expressed to the Chairman or

management through the normal

channels may not have been

Keppel’s governance structure is as follows:

GOVERNANCE FRAMEWORK 2025

Audit

Committee

Internal

Audit

Nominating

Committee

Remuneration

Committee

Board Sustainability

and Safety Committee

Board Risk

Committee

Chairman

Chief

Executive Officer

Board

Cyber Security

Steering

Committee

Digital

Transformation

Steering

Committee

Technology

and Data Risk

Committee

Personal Data

Protection

Committee

Investments &

Major Projects

Action

Committee

Management

Committees

Central Finance

Committee

Business

Continuity

Management

Steering

Committee

Management

Executive

Committee

Connectivity

Segment

Committee

Real Estate

Segment

Committee

Centralised

Functions

Infrastructure

Segment

Committee

Sustainability

Working

Committee

Regulatory

Compliance

Management

Committee

Business

Continuity

Management

Working

Committee

Accelerating

Monetisation

Task Force

70

KEPPEL LTD.

Corporate Governance

GOVERNANCE

aims to boost effectiveness of

Keppel’s monetisation programme,

providing both impetus and

oversight in the monetisation

process, as well as regular

progress updates to MexCo

(defined below) and the Board are

kept informed through minutes of

meetings and regular updates;

3. Management Executive Committee

(“MexCo”), which brings together

the CEO and CFO of the Company,

the CEO and CIOs of Keppel’s

Fund Management and Investment

platforms, and the CEOs of Keppel’s

operating divisions (Real Estate,

Infrastructure and Connectivity),

and selected members of Keppel’s

senior management, to review,

deliberate and approve major

business, governance, organisation/

people, strategy and transformation,

and risk management related

decisions that impact Keppel or

a substantial part of Keppel, to

delegate their implementation to

specific groups or individuals; to

review and track progress of

previously approved decisions,

and oversee the development and

review of overarching compliance

policies and guidelines for Keppel.

MexCo also oversees sustainability

issues, including determining

Keppel’s policies and targets;

4. Segment Committees, which cover

management matters across the

Fund Management, Investment

and Operating platforms relating

to Real Estate, Infrastructure,

and Connectivity. The Segment

Committees were introduced

pursuant to Keppel’s transformation

from a conglomerate structure into

a cohesive horizontally integrated

structure. Matters discussed quarterly

at each Segment Committee

meeting include sustainability and

safety, risk and compliance, audit,

internal controls, financial-related

matters, business, operations and

strategy. The Segment Committees

report key issues and discussions

at these meetings to the Board;

5. Regulatory Compliance Management

Committee (“RCMC”), which

articulates Keppel’s commitment

to regulatory compliance, directs

and supports the development of

addressed adequately or appropriately.

He is also the chairman of the

Nominating Committee and the

Board Risk Committee, and a member

of the Remuneration Committee.

To assist the Board in the discharge

of its oversight function, various

board committees, namely the Audit,

Board Risk, Nominating, Remuneration,

and Board Sustainability and Safety

Committees, have been constituted

with clear written terms of reference.

All the board committees are actively

engaged and play an important

role in ensuring good corporate

governance within Keppel, and the

Board is kept updated on discussions

of the committees via circulation of

minutes and regular updates by the

respective chairmen of the committees

at board meetings. The terms of

reference of the respective committees

are reviewed on an annual basis, along

with the board committees’ structures

and membership, to ensure their

continued relevance and effectiveness.

The composition and terms of reference

of the respective board committees

setting out their responsibilities and

authority are in Appendix 1.

Mr Loh Chin Hua is the Chief

Executive Officer (“CEO”) of the

Company. He, assisted by the

management team, makes strategic

proposals to the Board and after

robust and constructive discussion

by the Board, executes the agreed

strategy, manages and develops

the business and implements the

Board’s decisions. He is supported

by committees that direct and guide

management on operational policies

and activities, which include:

1. Investments & Major Projects

Action Committee, which guides

Keppel in exercising a spirit of

enterprise as well as prudence to

earn optimal risk-adjusted returns

on invested capital for its chosen

lines of business, taking into

consideration the relevant risks

in a controlled manner;

2. Accelerating Monetisation Task Force,

guided by a Steering Committee,

which works with non-core asset

owners across Keppel to optimise

both speed and exit value of

these assets. This initiative

Keppel’s overarching compliance

policies and guidelines, and

facilitates the implementation and

sharing of compliance policies and

procedures. The RCMC is supported

by Risk & Compliance (“R&C”) to

oversee the development and review

of the compliance policies and

guidelines for Keppel, as well as

review the compliance training

and communication programmes.

Discussions on such matters also

take place as part of MexCo meetings;

6. Central Finance Committee, which

reviews, guides and monitors

financial policies and activities;

7. Digital Transformation Steering

Committee, which provides strategic

guidance and endorses technology

vision, initiatives and policies

including digitalisation and AI

initiatives to achieve alignment

and optimisation in achieving

business strategies;

8. Sustainability Working Committee,

which drives, coordinates and

monitors the execution of Keppel’s

sustainability efforts;

9. Cyber Security Steering Committee,

which guides Keppel’s overall

cybersecurity vision and strategy

and provides oversight on

cybersecurity risks and initiatives

to safeguard information assets

and interests;

10. Business Continuity Management

Steering Committee, which guides

the effective development and

implementation of a robust

business continuity plan and

ensures continuous improvement

to enhance Keppel’s operational

readiness through the review of

Business Continuity Management

(“BCM”) plans and exercises;

11. Business Continuity Management

Working Committee, which

supports the Business Continuity

Management Steering Committee

and coordinates with respective

Platform/Division/Centralised

Functions BCM coordinators in

developing detailed plans in

the prevention, preparedness,

response, continuity, and recovery

of critical business functions; and

71

Annual Report 2025

internal controls, risk management,

financial reporting and compliance,

and satisfy itself as to the

adequacy and effectiveness of

such processes;

•

be responsible for the governance

of risk and ensure that management

maintains a sound system of

risk management and internal

controls, to effectively monitor and

manage risks so as to safeguard

the interests of Keppel and its

stakeholders, and achieve an

appropriate balance between risks

and company performance; and

•

assume responsibility for

corporate governance and ensure

transparency and accountability

to key stakeholder groups.

The Company has also adopted

internal guidelines setting forth

matters that require Board approval.

Material items that require Board

approval include strategic directions,

annual budget, financial results and

dividend declaration. Further, all

transactions exceeding $150 million

require the approval of the Board.

For transactions between $30 million

and $150 million, the Investments &

Major Projects Action Committee

will determine if Board approval is

required, depending on the individual

considerations for each case.

Independent Judgment: The

Company’s directors are required to

exercise independent judgment in

the best interests of the Company.

Based on the result of the peer

assessment carried out by the

directors for FY 2025, all directors

have discharged this duty well.

Conflicts of Interest: Each director

must promptly disclose conflicts of

interest, whether direct or indirect,

in relation to any transaction or

proposed transaction. In this

connection, the Company has in place

a Directors’ Conflict of Interest Policy

to guide directors in identifying,

disclosing and managing situations of

actual or potential conflicts, as well

as situations which may be perceived

to be conflicts of interest. Every

director is required to promptly

disclose any conflict of interest,

whether direct or indirect, in

relation to a transaction or proposed

transaction with the Company as

soon as is practicable after the

relevant facts have come to his/her

knowledge, and recuse himself/

herself when the conflict-related

matter is discussed unless the

Board is of the opinion that his/her

presence and participation is

necessary to enhance the efficacy

of such discussion, and abstain from

voting in relation to conflict-related

matters. On an annual basis, each

director is also required to submit

details of his/her associates for the

purpose of monitoring interested

persons transactions.

Board Strategic Review: The

Board periodically reviews and

approves Keppel’s strategic plans.

An off-site Board strategy meeting

is organised annually for in-depth

discussions on Keppel’s strategy.

The offsite Board strategy meeting,

which includes directors as well as

senior management, includes a

review of the progress made,

deep-dive discussions on key

strategic issues, and alignment on

the strategic direction going forward.

It provides a good platform for the

non-executive directors to have a

deep understanding of Keppel and

its segments and get to know the

current and future leadership teams.

For FY 2025, the strategy meeting

focused on Keppel’s ongoing

transformation into a global asset

manager and operator. The meeting

engaged in substantive discussions

on Keppel’s strategic direction,

including a detailed review of

Keppel’s strategy, priorities, and

value creation plans overall and

for each of Keppel’s platform and

business segments. The session

also examined several organisation

wide matters, including people and

talent strategy, organisation and

operating models (aligning fund

management, investment and

operating activities), digitalisation

and AI, and sustainability,

reflecting Keppel’s commitment

to strengthening capabilities and

supporting long term value creation.

12. Personal Data Protection Committee,

which oversees and guides the

effective implementation of Keppel’s

personal data protection policy

and processes. The Committee

is supported by personal data

protection working teams from

the respective Platforms/Divisions

and the Centralised Functions.

BOARD MATTERS

The directors have equal responsibility

to oversee the business and

affairs of Keppel. Management is

responsible for day-to-day operation

and administration in accordance

with the policies and strategy set

by the Board.

Role: The principal functions of the

Board are to:

•

provide entrepreneurial leadership

and decide on matters in relation

to Keppel’s activities which are of

a significant nature, including

decisions on strategic directions

and guidelines and the approval

of plans concerning, as appropriate,

major investments and divestments;

•

oversee the business and affairs of

Keppel, establish, with management,

the strategies and financial

objectives to be implemented by

management (including appropriate

focus on value creation, innovation

and sustainability), monitor the

performance of management

and ensure that Keppel has the

necessary resources to meet its

strategic objectives;

•

set Keppel’s values, standards

(including ethical standards),

appropriate tone from the top

and desired organisational

culture, and put in place policies,

structures and mechanisms to

ensure such values, standards

and culture are complied with;

•

constructively challenge

management and hold them

accountable for performance

and ensure proper accountability

within Keppel;

•

oversee processes for evaluating

the adequacy and effectiveness of

72

KEPPEL LTD.

Corporate Governance

GOVERNANCE

ATTENDANCE

Board Committee Meetings

2025

Annual

General

Meeting

Board

Meetings

Audit

Nominating

Remuneration

Sustainability

and Safety

Risk

Danny Teoh

1

8

–

5

5

4

–

Piyush Gupta1

–

4 out of 5

–

2 out of 2

1 out of 1

1 out of 2

–

Loh Chin Hua

1

8

–

–

–

4

–

Shirish Apte

1

8

–

5

5

–

4

Teo Siong Seng2

1

2 out of 2

5

–

–

2 out of 2

–

Tham Sai Choy

1

8

5

5

–

–

4

Penny Goh

1

8

5

–

5

–

4

Olivier Blum3

1

5

–

4

–

3

–

Jimmy Ng

1

7

5

–

–

–

4

Ang Wan Ching

1

8

5

–

–

–

4

No. of Meetings Held

1

8

5

5

5

4

4

Notes:

1

Mr Piyush Gupta was appointed as a non-executive independent Director and Deputy Chairman of the Board and a member of the Nominating Committee, the

Remuneration Committee and the Board Sustainability & Safety Committee with effect from 1 July 2025.

2

Mr Teo Siong Seng ceased to be a non-executive and non-independent Director and Chairman of the Board Sustainability and Safety Committee with effect from

the conclusion of the AGM held in April 2025.

3

Mr Oliver Blum was appointed as the Chairman of the Board Sustainability and Safety Committee with effect from 21 April 2025.

Meetings: The Board meets six times a year and as warranted by particular circumstances. Board meetings are

scheduled, and the schedule is circulated to the directors prior to the start of the financial year, to allow directors

to plan ahead to attend such meetings so as to maximise participation. Telephonic attendance and conference via

audio-visual communication at board meetings are allowed under the Constitution. The attendance of each Board

member at the AGM and the board and board committee meetings held in FY 2025, are disclosed in the table below:

Barring unforeseen circumstances,

directors are expected to attend

all board and board committee

meetings. If a director was unable to

attend a board or board committee

meeting, he/she would still receive

all the papers and materials for

discussion at that meeting. He/she

would review them and advise the

Chairman and/or board committee

chairman of his/her views and

comments on the matters to be

discussed so that they may be

conveyed to other members at

the meeting.

Non-executive Directors’ (“NED”)

Meetings: NED meetings, chaired

by the Chairman, are held at the

end of each scheduled quarterly

board meeting without the presence

of management to discuss matters

such as board processes, risk and

compliance matters, succession

planning and leadership

development, and performance

management and remuneration

matters. Any relevant feedback is

shared and discussed with the CEO.

Independent Directors’ (“ID”)

Meetings: ID meetings, chaired by

the Lead Independent Director, are

held on a need-be basis after the

NEDs’ meetings at the end of

each scheduled quarterly board

meeting, without the presence of

any non-independent directors and

management. In FY 2025, ID meetings

were held twice, in February and July.

Relevant feedback was shared and

discussed with the Board Chairman.

Company Secretaries: The Company

Secretaries administer, attend and

prepare minutes of board proceedings.

They assist the Chairman to ensure

that board procedures (including

but not limited to assisting the

Chairman to ensure timely and

good information flow to the Board

and board committees, and between

senior management and the NEDs,

and facilitating orientation and

assisting in the professional

development of the directors) are

followed and regularly reviewed to

ensure effective functioning of the

Board, and that the Constitution and

relevant rules and regulations,

including requirements of the

Companies Act, Securities & Futures

Act and Listing Manual of the

Singapore Exchange Securities

Trading Limited (“SGX”) are complied

with. They also assist the Chairman

and the Board to implement and

strengthen corporate governance

practices and processes with a view

to enhancing long-term shareholder

value. They are also the primary

channel of communication between

the Company and the SGX.

The appointment and removal of the

Company Secretaries are subject to

the approval of the Board.

Access to Information: The Board

and management fully appreciate

that fundamental to good corporate

governance is an effective and robust

Board whose members engage in open

and constructive debate and challenge

management on its assumptions and

proposals, and that for this to happen,

the Board must be kept well informed

of Keppel’s business and affairs and be

73

Annual Report 2025

to becoming a global asset manager

and operator.

The Board also reviews the budget on

an annual basis, and any material

variance between the projections and

actual results would be disclosed and

explained. Management also provides

the Board members with management

accounts on a monthly basis and as

the Board may require from time to

time, to keep the Board informed,

on a balanced and understandable

basis, of Keppel’s performance,

financial position and prospects.

Orientation: A formal letter is sent to

newly appointed directors upon their

appointment explaining their roles,

duties, obligations and responsibilities

as a board director. All newly appointed

directors receive a director tool-kit and

undergo a comprehensive orientation

programme which includes management

presentations on Keppel’s business,

strategic plans and objectives, and

site visits as appropriate.

Training: Directors are provided with

continuing education in areas such as

directors’ duties and responsibilities,

corporate governance, risk

management, changes in financial

reporting standards, changes in the

Companies Act, continuing listing

obligations and industry-related

matters so as to update and refresh

themselves on matters that may affect

or enhance their performance as

board or board committee members.

Site visits are also conducted

periodically for directors to familiarise

themselves with the operations of the

various segments so as to enhance

their performance as board or board

committee members. All induction,

training and development costs are

at the Company’s expense.

In FY 2025, some directors attended

talks on topics relating to corporate

governance, directors’ duties,

sustainability, industry developments,

geopolitics, risk management,

workplace safety and health, AI and

digital transformation. E-training

was also conducted on Keppel’s

Code of Conduct and its policies

on anti-money laundering and

countering the financing of terrorism

and data privacy and protection.

All directors have also attended

sustainability training courses

mandated by Singapore Exchange

Regulation (“SGX RegCo”).

Each director was also invited

to participate in the annual

Keppel NEXT Conference, Keppel’s

flagship innovation event where

Keppel explored transformative

technologies to sharpen Keppel’s

edge as a global asset manager

and operator. At the 2025 edition,

management demonstrated how

Keppel’s proprietary digital tools

are being integrated across Keppel’s

businesses, from project evaluation

to engineering management, to

unlock value and drive competitive

advantage. Directors also heard from

prominent external speakers and

thought leaders across technologies

like Agentic AI and Quantum

Safe Computing, as well as incisive

panel discussions on topics such

as “Investing amidst uncertainty”.

Additionally, the event featured

seven exhibition booths showcasing

key initiatives like Keppel’s Digital

Connectivity Ecosystem and

innovative projects such as Keppel’s

AI platform. The event was attended

by a wider ecosystem of partners,

investors, regulators and analysts

alongside the board of directors

and key leadership teams across

the organisation.

Oversight of subsidiaries: Key issues

and discussions relating to the business

and other operational related matters

of the Company’s subsidiaries are

reported by each of Keppel’s

Real Estate, Infrastructure and

Connectivity Segment Committees,

to the Board. The CIO of Keppel, CIOs

of each of Keppel’s Fund Management

and Investment platforms, and CEOs

of each of Keppel’s Infrastructure,

Real Estate and Connectivity divisions

lead the update to the Board at such

knowledgeable about the industries

in which Keppel operates. Keppel has

therefore adopted initiatives to put in

place processes to ensure that the

NEDs are well supported by accurate,

complete and timely information, have

unrestricted access to management

and the Company Secretaries, and

have sufficient time and resources

to discharge their oversight function

effectively. Subject to the approval of

the Chairman, the directors, whether

as a group or individually, may seek

and obtain independent professional

advice to assist them in their duties,

at the expense of the Company.

As a general rule, board papers are

required to be distributed to the

directors at least seven days before the

board meeting so that the directors may

better understand the matters prior

to the board meeting and discussion

may be focused on questions that the

directors may have. Directors are

provided with tablet devices to facilitate

their access to and review of board

materials. However, sensitive matters

may be tabled at the meeting itself

and discussed. Managers who can

provide additional insights into the

matters at hand would be present

at the relevant time during the

board meeting.

The Board is briefed on prospective

deals and potential developments at

an early stage before formal board

approval is sought, and relevant

information on business initiatives,

industry developments and analyst

and press commentaries on matters

in relation to Keppel or the industries

in which it operates are circulated

to the directors from time to time.

Management is also expected to

provide the Board with accurate

information in a timely manner

concerning Keppel’s progress or

shortcomings in meeting its strategic

business objectives or financial

targets and other information

relevant to the strategic issues facing

Keppel. In this aspect, the Board is

regularly updated on new projects

and the progress of Keppel’s pivot

74

KEPPEL LTD.

Corporate Governance

GOVERNANCE

meetings. This allows for efficient

and coordinated decision making

while enabling the Board to maintain

appropriate oversight through the

adoption of a risk-based approach for

escalation of material or significant

matters, and leveraging the existing

risk management framework for

high-risk matters to be reported at

the Company’s board committees’

meetings, and where applicable,

Board meetings. The Board receives

summaries of these discussions prior

to each Board meeting. Minutes of

the discussions are also shared

promptly with the Board.

BOARD COMPOSITION AND

SUCCESSION PLANNING

Principle 2:

The Board has an appropriate level of

independence and diversity of thought

and background in its composition

to enable it to make decisions in the

best interests of the company.

Principle 4:

The Board has a formal and transparent

process for the appointment and

re-appointment of directors, taking

into account the need for progressive

renewal of the Board.

Nominating Committee

The Nominating Committee (“NC”)

comprises entirely NEDs, the majority

of whom (including the chairman of

the NC) are independent, namely:

•

Mr Shirish Apte

Independent Chairman

•

Mr Danny Teoh

Non-Executive and

Non-Independent Member

•

Mr Piyush Gupta

Independent Member

(from 1 July 2025)

•

Mr Olivier Blum

Independent Member

•

Mr Tham Sai Choy

Independent Member

The NC is responsible for making

recommendations to the Board on

board appointments, overseeing

where the appropriate composition

of the Board is continually under

review. In this regard, the Board

has put in place a formal process for

the renewal of the Board and the

selection of new directors so that

the experience of longer-serving

directors can be drawn upon while

tapping into new external perspectives

and insights which more recent

appointees bring to the Board’s

deliberation. The NC leads the

process and makes recommendation

to the Board on the appointment

of new directors and re-nomination

of directors.

the Board and senior management’s

succession and leadership

development plans and conducting

annual review of board diversity,

board size, board independence, and

directors’ commitments. The NC

meets four times a year and as

warranted by particular circumstances.

The detailed terms of reference of the

NC are disclosed on page 97 herein.

Board Succession Planning

The Board believes that orderly

succession and renewal are achieved

as a result of careful planning,

Process for appointment of new directors

Process for re-nomination of retiring Directors

a. NC reviews annually the balance and

mix of skills, knowledge, experience,

diversity of profiles and Board size

which would facilitate decision

making. In this review, the NC

would also take into account the

needs of Keppel, the collective

skills and competencies of the 

Board and service tenure spread

of the directors.

a. Pursuant to the Constitution, one-third

of the directors shall retire from office

at the Company’s annual general

meeting every year, and a director

appointed after the last annual

general meeting shall only hold office

until the next annual general meeting.

If eligible, these directors may submit

themselves for re-election.

b. In the light of such review and in

consultation with management, the NC

assesses if there is any inadequate

representation in respect of any of

those attributes and if so, determines

the role and the desirable competencies

for a particular appointment.

b. NC reviews each director’s eligibility,

contribution and performance (such as

attendance, preparedness, participation

and candour), with reference to the

results of the assessment of the

performance of the individual director

by his/her peers and his/her tenure.

c. The NC will in all cases take into

consideration the following objective

criteria identified as necessary for the

Board and board committees to

be effective:

i. Integrity

ii. Independent-mindedness

iii. Able to commit time and effort to carry

out duties and responsibilities effectively

iv. Track record of making good decisions

v. Experience in high-performing companies

vi. Financial literacy

c. NC makes recommendations to the Board

for approval.

d. External help (for example, external

search consultants) are used

periodically to source for potential

candidates. Directors and management

may also make recommendations.

e. NC meets with the shortlisted

candidate(s) to assess suitability and to

ensure that the candidate(s) is/are

aware of the expectations and the level

of commitment required.

f. NC makes recommendations to the

Board for approval.

75

Annual Report 2025

OBJECTIVE

To continue to optimise the size,

skill matrix and diversity of the Board,

considering the new Keppel direction

and strategy. This would include sourcing

for candidates with specialisations in

asset management and management

of large scale complex projects

across the Company’s domains, and

aiming to have approximately 30% of

the Board comprise female directors

by 2030, bearing in mind the

recommendations of Singapore’s

Council for Board Diversity.

In February 2026, a further review

of the skills, knowledge, talents,

experience and other aspects of

diversity that had been identified

to help accelerate Keppel’s

transformation to become a global

asset manager and operator, and for

succession planning purposes, was

undertaken. It was noted by the NC

that the focus of the Board diversity

objectives for the next rolling 3-year

period from FY 2026 to FY 2028

could be as shown on the right.

Objectives

Progress

To consider and align the optimum size and

skill matrix of the Board in light of Keppel’s

new business direction as a global asset manager

and operator, with a focus on candidates with

specialisations in asset management and

infrastructure know-how, while being mindful of

the various pertinent diversity factors such as

gender, age, race/ethnicity and nationality.

The NC, together with the Board, continued

to assess and consider potential candidates

with the relevant skills and experience,

against a variety of diversity factors, in the

course of 2025.

Mr Piyush Gupta was appointed to the Board

as Deputy Chairman and a Non-Executive

Independent Director in July 2025. The Board,

at the recommendation of the Nominating

Committee which had reviewed and

evaluated Mr Gupta’s leadership and

experience in driving business and digital

transformation, business acumen, skillsets,

knowledge, expertise and stature, was of the

view that Mr Gupta would be a suitable

addition to the Board as Keppel accelerates

its progress towards becoming a leading

global asset manager and operator.

The Board currently comprises two female

directors. Potential female candidates with

suitable skills and experience had also been

assessed and considered by the NC, together

with the Board, in FY 2025 as the Company

continues to work towards its aim of having

approximately 30% of the Board comprise

female directors by 2030.

Achievement of Qualitative and Measurable Quantitative Objectives Identified

Under the Board Diversity Policy for the Period FY 2025 to FY 2027, and Adoption

of New Rolling 3-year Board Diversity Objective for the Period FY 2026 to FY 2028

The objectives identified by the NC in February 2025 for the period FY 2025 to

FY 2027 were reviewed in February 2026. The progress towards achieving such

objectives as at the end of FY 2025 are set out below:

Annual Review of Board Diversity

Keppel recognises that diversity in

relation to composition of the Board

provides a range of perspectives,

insights and challenge needed to

support good decision making for the

benefit of Keppel, and is committed

to ensuring that the Board comprises

directors who, as a group, provide an

appropriate balance and mix of skills,

knowledge, experience, and other

aspects of diversity (such as gender,

age, race/ethnicity and nationality)

so as to promote the inclusion of

different perspectives and ideas,

mitigate against groupthink and

ensure that Keppel has the opportunity

to benefit from all available talent.

The final decision on the appointment

of directors would be based on

the objective criteria set by the

Board from time to time on the

recommendation of the NC after

having regard to the benefits of

diversity and the needs of the Board.

The Company has in place a Board

Diversity Policy that sets out the

framework and approach for the

Board to set its qualitative and

measurable quantitative objectives

for achieving diversity, and to

annually assess progress in

achieving these objectives. The

annual assessment is led by

the NC as part of the process for

appointment of new directors and

Board succession planning. To help

the NC identify gaps (if any) in skills,

knowledge, experience and other

aspects of diversity in the board

composition in any given year of

assessment, each member of the

Board is required to complete a

Board and Skills Diversity Matrix to

indicate which of the list of skills,

talents, knowledge, experience and

other aspects of diversity (identified

by the NC, and set out in the Board

and Skills Diversity Matrix, as being

able to contribute to Keppel’s

strategy and business) the Board

member possesses. The returns

from the Board members are then

consolidated into a single Board and

Skills Diversity Matrix to highlight the

Board’s current mix of skills, knowledge,

experience and other aspects of

diversity and gaps therein if any.

The Board will, taking into

consideration the recommendations

of the NC, review and agree annually

the qualitative and measurable

quantitative objectives for achieving

diversity on the Board.

76

KEPPEL LTD.

Corporate Governance

GOVERNANCE

TENURE (%)

44.5

33.3

22.2

100.0

0–4 years

5–9 years

Above 9 years

Total

66.7

22.2

11.1

100.0

Chinese

Indian

Caucasian

Total

RACE OR ETHNICITY (%)

11.1

11.1

33.4

22.2

22.2

100.0

51–55

56–60

61–65

66–70

71–75

Total

AGE (%)

COUNTRY OF ORIGIN, NATIONALITY OR

CULTURAL BACKGROUND (%)

77.8

11.1

11.1

100.0

Singaporean

French

British

Total

GENDER (%)

22.2

77.8

100.0

Female

Male

Total

Skills, Knowledge,

Talents and Experience

• Finance/Accounting

• Risk Management

• Sustainability

• Digital/Technology

• Mergers & Acquisitions

• Corporate Finance/Banking

and Finance Management

• Human Resource

• Legal

• Strategic Planning Experience

• Customer-based Experience

or Knowledge

• Industry Knowledge – Infrastructure

• Industry Knowledge – Real Estate

• Industry Knowledge – Connectivity

• Industry Knowledge – Asset Management

• International Perspective

• Regional Experience

• Renewable Energy

• Policy/Economics

• Business/Entrepreneurship

• Corporate Governance

• Transformation

Other Aspects of Diversity

77

Annual Report 2025

Retirements and Re-nomination

Pursuant to the Constitution, Board

members are subject to retirement

by rotation and, if eligible, may

submit themselves for re-election

at the AGM of the Company. For

the upcoming AGM, Mr Danny Teoh,

Mr Olivier Blum and Mr Jimmy Ng will

be retiring by rotation pursuant to

the Constitution. Mr Piyush Gupta,

having been appointed after the

AGM held in FY 2025, will also be

retiring at the upcoming AGM.

Mr Piyush Gupta, Mr Olivier Blum and

Mr Jimmy Ng, being eligible, will be

seeking re-election. Mr Danny Teoh,

although eligible, will not be seeking

re-election.

The NC has reviewed the

abovementioned directors’ eligibility,

contribution and performance, and

taking into account the results of the

recent peer assessment, is of the

view that the directors have given

sufficient time and attention to the

affairs of Keppel and have been able

to discharge their duties as directors

effectively. The Board, at the

recommendation of the NC, approved

the nomination of Mr Piyush Gupta,

Mr Olivier Blum and Mr Jimmy Ng for

re-election at the upcoming AGM.

Succession Planning for

Key Management Personnel

The NC reviews succession plans for

the CEO and other key management

personnel, taking into account

Keppel’s long-term strategy and

objectives, the orderly succession

of key management personnel,

and contingency planning for

preparedness against sudden and

unforeseen changes.

A Board Mentorship framework was

introduced in 2021 to support the

development of a new generation

of leaders, and subsequently

extended to a bigger group of

senior leaders. The objective was for

Board members to act as a sounding

board and provide seasoned counsel

and feedback to enable the new

leadership to perform their roles

more effectively. In addition, Keppel

offered executive education and

executive coaching to senior leaders

to support their development, as

part of continuing efforts to deepen

and widen its bench strength.

Annual Review of Board Independence

The NC determines on an annual

basis whether or not a director

is independent. In February 2026,

the NC carried out a review of

the independence of each director

based on the respective directors’

self-declaration in the Directors’

Independence Checklist and their

actual performance on the Board

and board committees, taking into

account the listing rules on the

circumstances in which a director

will not be deemed independent and

guidance in the 2018 CG Code as to

the circumstances in which a director

should not be deemed independent.

In this connection, the NC noted

that Mr Danny Teoh had served

more than nine years on the Board

and, consistent with the approach

taken since the re-designation of

Mr Teoh as non-executive and

non-independent Chairman with

effect from 1 January 2022, deemed

Mr Teoh as non-independent.

The NC deemed Mr Loh Chin Hua

as non-independent given his

executive role of CEO of the Company,

consistent with the approach taken

in previous years.

The NC noted that Mr Piyush Gupta

had declared his non-executive

chairmanship on Temasek International

Advisors Pte. Ltd. The NC considers

Mr Gupta independent of Temasek

as his appointment on Temasek

International Advisors Pte. Ltd. is

non-executive, advisory in nature

and he does not sit on this board

as a representative of Temasek and

does not take any instructions from

Temasek in acting as a non-executive

director. The NC also considered that

Mr Gupta had stepped down from

his role as the Chief Executive Officer

of DBS in March 2025, prior to his

appointment as Deputy Chairman

of Keppel in July 2025. As DBS is

a leading bank in Singapore and

Southeast Asia, it is not unexpected

that its services would be sought

by Keppel from time to time.

For good corporate governance,

Mr Gupta will recuse himself from

voting whenever there is any conflict

of interest. Taking these factors into

consideration, along with Mr Gupta’s

invaluable contributions to the

Board and board committees,

the NC unanimously agreed that

Mr Gupta had at all times exercised

independent judgment in the

best interests of Keppel in the

discharge of his director’s duties

and should therefore be deemed an

independent director.

The NC noted that Mr Tham Sai Choy

had declared his non-executive,

independent directorship on DBS

Group Holdings, DBS Bank Ltd.,

and DBS Bank (China) Limited, which

provide banking services to Keppel.

The NC considered that such interests

had already been declared to the

Board, and that Mr Tham would

abstain from voting whenever there

was potential conflict of interest.

The NC further considered that, as

DBS was a leading bank in Singapore

and Southeast Asia, it was not

unexpected that its services would be

sought by Keppel from time to time.

Taking these factors into consideration,

along with Mr Tham’s invaluable

contributions to the Board and board

committees, the NC unanimously

agreed that Mr Tham had at all times

exercised independent judgment in

the best interests of Keppel in the

discharge of his director’s duties

and should therefore continue to be

deemed an independent director.

The NC noted that Mrs Penny Goh is

a Senior Advisor of Allen & Gledhill

LLP (“A&G”) which provides legal

services to Keppel, and is also a

non-executive, independent director

and Chair of HSBC Bank Singapore

Limited. Mrs Goh had declared that

she does not hold a partnership

interest in A&G and is not involved

in the selection and appointment of

legal advisors of Keppel and does

not regard the business relationship

with A&G as something that could

affect her independent judgment.

Mrs Goh had also declared that she

is not involved in the selection and

appointment of financial institutions

for Keppel. The NC considered that

as A&G is one of the top law firms

in Singapore and HSBC Bank is also

a leading bank in Singapore and

Southeast Asia, it is not unexpected

that the services of A&G and HSBC

Bank would be sought by Keppel from

time to time. Taking these factors into

consideration, along with Mrs Goh’s

78

KEPPEL LTD.

Corporate Governance

GOVERNANCE

invaluable contributions to the

Board and board committees,

the NC unanimously agreed that

Mrs Goh had at all times exercised

independent judgment in the best

interests of Keppel in the discharge

of her director’s duties and should

therefore continue to be deemed an

independent director.

The NC noted that Mr Shirish Apte

had declared his non-executive,

independent directorship on Singapore

Life Holdings Pte. Ltd., Standard

Chartered PLC, London and Hillhouse

Investment Management Ltd.. The NC

considered that such interests had

already been declared to the Board,

and that Mr Shirish Apte would abstain

from voting whenever there was

potential conflict of interest. The NC

further considered that, as Standard

Chartered is a leading bank globally,

it is not unexpected that its services

would be sought by Keppel from time

to time. Noting Mr Shirish Apte’s

absence of relationship to Keppel

which could interfere or be perceived

to interfere with his independent

judgment, the absence of circumstances

which would deem him to be

non-independent, and his invaluable

contributions to the Board and board

committees, the NC unanimously

agreed that Mr Shirish Apte had at all

times exercised independent judgment

in the best interests of Keppel in the

discharge of his director’s duties and

should therefore continue to be

deemed an independent director.

The NC noted that Mr Jimmy Ng

currently does not hold any executive

nor advisory role in DBS. Mr Ng had

stepped down from an executive role

in DBS to an advisory role for the bank’s

artificial intelligence efforts in July

2025, and has since ceased to hold

this advisory role after 31 December

2025. These movements had been

made publicly known since February

2025. The NC considered these matters

and noted that even in the period

prior to July 2025, Mr Ng would abstain

from voting whenever there was

potential conflict of interest. The NC

further noted Mr Ng’s non-executive,

independent appointments on

companies which are subsidiaries

of Temasek. The NC considers Mr Ng

independent of Temasek as his

appointment on the boards of these

companies are non-executive in

nature and he is not involved in

the day-to-day conduct of these

businesses. In addition, he does

not sit on these boards as a

representative of Temasek and does

not take any instructions from Temasek

in acting as a non-executive director.

Taking these factors into consideration,

along with Mr Ng’s invaluable

contributions to the Board and board

committees, the NC unanimously

agreed that Mr Ng had at all times

exercised independent judgment in

the best interests of Keppel in the

discharge of his director’s duties

and should therefore continue to be

deemed an independent director.

The NC noted that Mr Olivier Blum

declared himself independent and

that he was the Chief Executive Officer

of Schneider Electric. The NC considered

that such interests had already

been declared to the Board, and that

Mr Blum would abstain from voting

whenever there was potential conflict

of interest. As a world leading energy

player, it is not unexpected that

Schneider Electric’s services would

be sought by Keppel from time to

time. The NC further noted Mr Blum’s

declaration that Schneider Electric is

a minor supplier of Keppel and that the

transaction value of all transactions

between Keppel and Schneider

Electric is not material and in any

event less than 1% of either Keppel’s

or Schneider Electric’s turnover.

Taking these factors into consideration,

along with Mr Blum’s invaluable

contributions to the Board and board

committees, the NC unanimously

agreed that Mr Blum had at all times

exercised independent judgment in

the best interests of Keppel in the

discharge of his director’s duties and

should therefore continue to be

deemed an independent director.

The NC noted that Ms Ang Wan Ching

had declared herself independent.

Noting Ms Ang’s absence of relationship

to Keppel which could interfere or

be perceived to interfere with her

independent judgment, the absence

of circumstances which would deem

her to be non-independent, and her

invaluable contributions to the Board

and board committees, the NC

unanimously agreed that Ms Ang had

at all times exercised independent

judgment in the best interests

of Keppel in the discharge of

her director’s duties and should

therefore continue to be deemed

an independent director.

Following the review, the NC was

of the view that Mr Piyush Gupta,

Mr Tham Sai Choy, Mrs Penny Goh,

Mr Shirish Apte, Mr Olivier Blum,

Mr Jimmy Ng and Ms Ang Wan Ching

should be deemed non-executive

and independent directors, while

Mr Danny Teoh should be deemed a

non-executive and non-independent

director. The Board has reviewed the

basis of the NC’s recommendations

and concurred with the assessment

of independence in respect of the

abovementioned directors. In view

of the above, the Board currently

comprises a majority of independent

directors, with a total of nine

directors, of whom seven are

independent. Taking into account

the independence and diversity of

the Board, the NC was of the view

that the Board has an appropriate

level of independence and diversity

of thought and background in its

composition to enable it to make

decisions in the best interests of

Keppel. However, the NC also noted

the need for ongoing assessment

and renewal of the Board to further

hone the relevant expertise and

experience of the Board which

would help drive Keppel’s strategy.

The NC continues to actively source

for candidates in this regard.

Annual Review of Board Size

The Board, in concurrence with the

NC, was of the view that a Board

size of nine directors would be

appropriate to facilitate effective

decision making, taking into

account the nature and scope

of the operations of Keppel, the

requirements of Keppel’s business

and the need to avoid undue

disruptions from changes to the

composition of the Board and board

committees. The NC will continue to

consider and review the optimum

Board size and skill matrix given

Keppel’s new business direction,

bearing in mind pertinent diversity

factors and succession planning

considerations. No individual or

small group of individuals dominate

the Board’s decision making.

79

Annual Report 2025

Board. The evaluation for FY 2025 was

conducted by the NC Chairman.

Formal Process and Performance

Criteria: The evaluation processes

and performance criteria applied

in the process are disclosed in

Appendix 1. The performance criteria

was similar to that adopted in

previous years.

Objectives and Benefits: The board

assessment exercise provides an

opportunity to obtain constructive

feedback from each director on

whether the Board’s procedures and

processes allow him/her to discharge

his/her duties effectively and the

changes which should be made to

enhance the effectiveness of the

Board and/or board committees.

The assessment exercise also helps

directors to focus on their key

responsibilities and allows for peer

review with a view to raising the

quality of Board members. It also

assists the NC in determining whether

to re-nominate directors who are due

for retirement at the next AGM, and

whether directors with multiple board

representations were nevertheless able

to and did adequately discharge their

duties as directors of the Company.

REMUNERATION REPORT

Principle 6:

The Board has a formal and

transparent procedure for developing

policies on director and executive

remuneration, and for fixing the

remuneration packages of individual

directors and key management

personnel. No director is involved in

deciding his or her own remuneration.

Principle 7:

The level and structure of remuneration

of the Board and key management

personnel are appropriate and

proportionate to the sustained

performance and value creation of

the company, taking into account the

strategic objectives of the company.

Principle 8:

The company is transparent on its

remuneration policies, level and

mix of remuneration, the procedure

for setting remuneration, and the

relationship between remuneration,

performance and value creation.

Annual Review of

Directors’ Commitments

The NC assesses annually whether a

director with other listed company

board representations and/or other

principal commitments is able to

and has been adequately carrying

out his/her duties as a director of

the Company. Instead of fixing a

maximum number of listed company

board representations and/or other

principal commitments that a director

may have, the NC assesses holistically

whether a director is able to and has

been adequately carrying out his/her

duties as a director of the Company,

taking into account the results of the

assessment of the effectiveness of

the individual director, the level of

commitment required of the director’s

listed company board representations

and/or other principal commitments,

and the director’s actual conduct and

participation on the Board and board

committees, including availability

and attendance at regular scheduled

meetings and ad hoc meetings. The NC

is of the view that such an assessment

is sufficiently robust to detect and

address, on a timely basis, any time

commitment issues that may hinder

the effectiveness of the directors.

The NC conducted an assessment in

February 2026 and was of the view

that each director has given sufficient

time and attention to the affairs of

Keppel and has been able to discharge

his/her duties as director effectively.

The NC noted that based on the

attendance of board and board

committee meetings during the year,

the directors were able to participate

in at least a substantial number of

such meetings to carry out their

duties. The NC also noted that, based

on the recent individual director

assessment for FY 2025, all the

directors performed well. The NC was

therefore satisfied that in FY 2025,

where a director had other listed

company board representations

and/or other principal commitments,

the director was able and had been

adequately carrying out his/her

duties as director of the Company.

Nominee Director Policy

At the recommendation of the NC, the

Board approved the adoption of the

Company’s Nominee Director Policy in

January 2009. For the purposes of the

policy, a “Nominee Director” is a

person who, at the request of the

Company, acts as director (whether

executive or non-executive) on the

board of another company or entity

(“Investee Company”) to oversee and

monitor the activities of the relevant

Investee Company so as to safeguard

the Company’s investment in the

company. The purpose of the policy

is to highlight certain obligations of

a person while acting in his/her capacity

as a Nominee Director. The policy also

sets out the internal process for the

appointment and resignation of a

Nominee Director. The policy is

reviewed and amended as required

to take into account current best

practices and changes in the law

and stock exchange requirements.

Alternate Director

The Company has no alternate

directors on the Board.

Key Information Regarding Directors

The following key information

regarding directors is set out in the

following pages of this Annual Report:

Pages 28 to 31: Academic and

professional qualifications, board

committees served on (as a member

or chairman), date of first appointment

as director, date of last re-election as

director, directorships or chairmanships

both present and past held over the

preceding five years in other companies

and other major appointments,

whether appointment is executive or

non-executive, whether considered

by the NC to be independent, and

details of their membership on board

committees; and

Page 120: Shareholding in the

Company and its subsidiaries.

BOARD PERFORMANCE

Principle 5:

The Board undertakes a formal annual

assessment of its effectiveness as a

whole, and that of each of its board

committees and individual directors.

The Board has implemented

formal processes for assessing the

effectiveness of the Board as a whole,

each of its board committees, and

the contribution by the Chairman and

peer assessment of the individual

directors to the effectiveness of the

80

KEPPEL LTD.

Corporate Governance

GOVERNANCE

DIRECTORS’ FEE STRUCTURE

Basic Fee (per annum)

Board Chairman

$750,000 (all-in)

Board Member

$120,000

Lead Independent Director

$24,000

Additional Fees for Membership

in Board Committees (per annum)

Chairman

Member

Audit Committee

$72,000

$48,000

Board Risk Committee

$67,000

$43,000

Remuneration Committee

$47,000

$31,000

Board Sustainability and Safety Committee

$47,000

$31,000

Nominating Committee

$44,000

$28,000

REMUNERATION COMMITTEE

The Remuneration Committee (“RC”)

comprises entirely non-executive

directors, the majority of whom

(including the chairman of the RC)

are independent, namely:

•

Mrs Penny Goh

Independent Chairman

•

Mr Danny Teoh

Non-Independent Member

•

Mr Shirish Apte

Independent Member

•

Mr Piyush Gupta

Independent Member

(from 1 July 2025)

The RC is responsible for ensuring a

formal and transparent procedure

for developing policies on director

and executive remuneration and

for determining the remuneration

packages of individual directors and

senior management. The RC assists

the Board to ensure that remuneration

policies and practices are sound in

that they are able to attract, retain

and motivate without being excessive,

thereby maximising shareholder

value. The RC recommends to the

Board, for endorsement, a framework

of remuneration (which covers all

aspects of remuneration including

directors’ fees, salaries, allowances,

bonuses, share-based incentives

and awards, benefits-in-kind and

termination payments) and the specific

remuneration packages for each

director and the key management

personnel. The RC also reviews the

remuneration of senior management

and administers the Keppel Restricted

Share Plan, Keppel Performance

Share Plan (the “Keppel RSP” and

“Keppel PSP”) and Keppel Carried

Interest Programme. The Keppel RSP

and the Keppel PSP (collectively, the

“Keppel Share Plans”) were approved

by shareholders at the AGM held on

2 June 2020. In addition, the RC reviews

Keppel’s obligations arising in the

event of termination of the executive

directors’ and key management

personnel’s contract of service,

to ensure that such contracts of

service contain fair and reasonable

termination clauses which are not

overly generous.

The detailed terms of reference of the

RC are disclosed on pages 97 to 98

herein.

Access to Expert Advice: The RC has

access to expert advice from external

remuneration consultants where

required. The RC regularly seeks views

from external remuneration consultant,

Willis Towers Watson, on market

practice and trends, and benchmarks

against comparable organisations.

The RC undertook a review of the

independence and objectivity of the

external remuneration consultants

through discussions with the external

remuneration consultants and

has confirmed that the external

remuneration consultants had no

relationships with the Company which

would affect their independence

and objectivity.

Policy in Respect of Non-executive

Directors’ Remuneration

Each NED’s remuneration comprises

a basic fee and an additional fee

for services performed on board

committees. The chairman of each

board committee is also paid a higher

fee compared with the members of

the respective committees in view

of the greater responsibility carried

by that office. The directors’ fee

structure is regularly benchmarked

with comparable listed companies to

ensure that their remuneration is fair

and appropriate.

The NEDs participated in additional

ad-hoc meetings with management

during the year and are not paid for

attending such meetings. Executive

directors are not paid directors’ fees.

The RC, in consultation with Willis

Towers Watson, conducted a review

of the NED fee structure in 2025. The

review took into account a variety of

factors, including prevailing market

practices and referencing fees

against comparable benchmarks

locally and globally, as well as the

roles and responsibilities of the

Board and board committees. The

revised directors’ fee structure will

take effect from FY 2026 and is set

out in the table below.

Shareholders’ approval for the payment

of directors’ fees will be sought at

each AGM. If approved, each NED

(including the Chairman) will receive

70% of his/her total directors’ fees

in cash (“Cash Component”) and

30% in the form of shares in the

Company. (“Remuneration Shares”)

(both amounts subject to adjustment

as described below). The Cash

Component is paid half-yearly

in arrears. The Remuneration Shares

are paid after the next AGM has

been held. The actual number of

Remuneration Shares to be purchased

from the market for delivery to the

respective NEDs will be determined

based on the volume-weighted average

price of a share on the SGX-ST over

the 10 trading days from (and including)

the day on which the shares are first

quoted ex-dividend after the date

of the AGM or, if the final dividend

resolution is not passed, over the

10 trading days immediately following

the date of the AGM (such applicable

period, the “VWAP Period”). The actual

number of Remuneration Shares will

be rounded down to the nearest

hundred and any residual balance will

be paid in cash. The Remuneration

Shares will be purchased from the

market as soon as practicable on

a date following the VWAP Period.

In the event such purchase date falls

81

Annual Report 2025

within a restricted period of trading,

the Remuneration Shares will be

purchased on the first trading day

immediately after the end of the

restricted period of trading. The

Remuneration Shares will rank

pari passu with the then existing

issued shares of the Company. Such

incorporation of an equity component

in the total remuneration of the NEDs

is intended to align the interests of the

NEDs with those of the shareholders’

and the long-term interests of

the Company. A NED who steps

down before the payment of the

Remuneration Shares will receive all

of his directors’ fees for that year

(calculated on a pro-rated basis,

where applicable) in cash.

With effect from FY 2026, a NED

is required to hold shares in the

Company worth at least one year

of the basic retainer fee for a Director

(currently $120,000) or the total number

of shares awarded under the above

policy, whichever is lower, at all times

during his or her Board tenure. This

encourages the alignment of the

interests of the NEDs with the

interests of shareholders.

The aggregate directors’ fees for NEDs

for FY 2026 are subject to shareholders’

approval at the forthcoming AGM. The

amount of directors’ fees has been

computed taking into consideration

the number of board committee

representations by the NEDs and

also caters for additional fees (if any)

which may be payable due to the

formation of additional board

Committees, or additional Board or

board Committee members being

appointed in the course of FY 2026.

In the event that the amount proposed

is insufficient, approval will be sought

at the next AGM before payments are

made to the NEDs for the shortfall

amount. The Chairman and the NEDs

will abstain from voting and will procure

their respective associates to abstain

from voting in respect of this resolution.

The RC is of the view that the

remuneration of NEDs is appropriate

to their level of contribution, taking

into account factors such as effort,

time spent and responsibilities, and

to attract, retain and motivate the

directors to provide good stewardship

of the Company.

Remuneration Policy in Respect

of Executive Director and Other

Key Management Personnel

The Company advocates a

performance-based remuneration

system that is highly flexible and

responsive to the external

environment and performance of

Keppel and individual employees,

and is aligned with shareholders’

and other stakeholders’ interests.

The RC periodically reviews

the Company’s scorecard and

remuneration structure to ensure

that it supports Keppel’s vision and

long-term strategy. In designing the

remuneration structure, the RC seeks

to ensure that the level and mix of

remuneration is competitive, relevant

and appropriate in finding a balance

between current versus long-term

remuneration, and between cash

versus equity incentive remuneration,

and appropriate to attract, retain

and motivate key management

personnel to successfully manage

Keppel for the longer term.

The total remuneration structure

reflects the following four

key objectives:

a. Shareholder Alignment:

To incorporate performance

measures that are aligned to

shareholders’ interests;

b. Long-term Orientation:

To motivate employees to drive

sustainable long-term growth;

c. Simplicity: To ensure that the

remuneration structure is easy

to understand and communicated

to stakeholders; and

d. Synergy: To facilitate talent

mobility and enhance

collaboration across Keppel.

The total remuneration structure

comprises three main components;

that is, annual fixed cash, annual

performance bonus and the Keppel

Share Plans. The annual fixed cash

component comprises the annual

basic salary plus any other fixed

allowances. The size of the Company’s

annual performance bonus pot is

Corporate Scorecard

Drivers

Vision 2030

Value Creation &

Transformation

Outcomes

Financial

Enablers

People &

Stakeholders

82

KEPPEL LTD.

Corporate Governance

GOVERNANCE

determined by Keppel’s financial and

non-financial performance and is

distributed to employees based

on their individual performance.

For FY 2025, contingent shares were

awarded under the Keppel Share Plans.

The Keppel RSP and Keppel PSP are

long-term incentive plans which vest

over a longer-term horizon. A portion

of the annual performance bonus

is granted in the form of deferred

shares that are awarded under

the Keppel RSP. The Keppel PSP

comprises performance targets

determined on an annual basis.

In addition, select employees who

had contributed to the performance

of Keppel’s private funds would be

eligible to participate in the Keppel

Carried Interest Programme and

receive awards of carry points for the

funds that they had worked on each

year. Carried interest payouts are shared

between the Company and participants

and would only be available if the

fund generates returns above a

minimum performance hurdle rate.

As the amount of carried interest

payout is directly tied to the realised

performance of Keppel’s private funds,

the RC believes that this programme

fosters an alignment of long-term

interests among the Company,

Limited Partners of the funds,

participants and our shareholders.

Executives who have a greater ability

to influence particular outcomes have

a greater proportion of their overall

remuneration at risk. The Company

performs regular benchmarking reviews

on employees’ total remuneration to

ensure market competitiveness.

The RC exercises broad discretion and

independent judgment in ensuring that

the amount and mix of remuneration

is aligned with the interests of

shareholders and promotes the

long-term success of Keppel. The

mix of fixed and variable reward is

considered appropriate for Keppel

and for each individual role.

The remuneration structure is directly

linked to corporate and individual

performance, both in terms of financial

and non-financial performance. This

link is achieved in the following ways:

a. by placing a significant portion of

executives’ remuneration at risk

(“At Risk component”) and subject

to a vesting schedule;

b. by incorporating appropriate

key performance indicators

(“KPIs”) for awarding of annual

performance bonus:

i.

For FY 2025, there are three

scorecard areas that the

Company has identified as key

to measuring the performance

of Keppel and aligned with the

Vision 2030 goals: (i) Outcomes

– Financials; (ii) Drivers –

Vision 2030 Value Creation and

Transformation; and (iii) Enablers

– People and Stakeholders.

Some of the key sub-targets

within each of the scorecard

areas include key financial

indicators, sustainability,

safety, risk management,

compliance and controls,

employee engagement and

succession planning.

ii. The scorecard areas have been

chosen because they support

how Keppel achieves its

strategic objectives. The

framework provides a link for

employees to understand how

they contribute to each area of

the scorecard, and therefore to

Keppel’s overall strategic goals.

This is designed to achieve

a consistent approach and

understanding across Keppel.

The RC reviews and approves

the scorecard each year and

the annual performance bonus

is determined thereafter based

on the scorecard achievement.

The annual performance

bonus comprises both cash

bonus and deferred shares

awards that vest equally

over three years, thereby

aligning employees with

shareholders’ interests.

c. by selecting performance

conditions for the Keppel PSP

awards, namely Total Shareholder

Returns, Return on Equity, Net

Profit and Reduction in Carbon

Emissions, that are aligned with

shareholders’ interests;

d. by requiring those conditions to

be met in order for the At-Risk

components of remuneration to be

awarded or vested;

e. by forfeiting the At-Risk components

of remuneration when those

conditions are not met at a

satisfactory level; and

f. by having a minimum hurdle rate

to be achieved for the respective

private funds before any carried

interest payout is made.

The RC also recognises the need

for a reasonable alignment

between risk and remuneration

to discourage excessive risk taking.

Therefore, in determining the

remuneration structure, the RC

takes into account the risk policies

and risk tolerance of Keppel as well

83

Annual Report 2025

management personnel with that of

shareholders, the executive director

and key management personnel are

remunerated partially in the form

of shares in the Company and are

encouraged to hold such shares while

they remain in the employment of

Keppel. The executive director and

key management personnel are

required to hold at least 2 times of

their annual fixed pay in the form of

shares in the Company, while other

key senior management are required

to hold at least 1.5 times of their

annual fixed pay under the share

ownership guideline so as to maintain

a beneficial ownership stake in the

Company, thus further aligning their

interests with shareholders.

In addition, senior and mid

management team will set aside a

portion of their earned performance

bonus for long term co-investment

in Keppel’s private funds under the

Keppel Co-Investment Programme.

The RC believes that this

demonstrates employees’

commitment to delivering superior

fund performance, enhances the

alignment of interests with our

Limited Partners and shareholders

and will contribute to Keppel’s

performance and growth.

The directors, the CEO and key

management personnel (who are

not directors or the CEO) are

remunerated on an earned basis and

there are no termination, retirement

and post-employment benefits that

are granted over and above what

has been disclosed.

Keppel Long-term Incentive Plans

Keppel Share Plans

The Keppel Share Plans are put in

place to reward, retain and motivate

employees to achieve superior

performance and to motivate them

to continue to strive for long-term

shareholder value. The Keppel Share

Plans also aim to strengthen Keppel’s

competitiveness in attracting

and retaining talented key senior

management and employees. The

Keppel RSP applies to a broader base

of employees while the Keppel PSP

applies to a selected group of key

management personnel. The range

of performance targets to be set

under the Keppel PSP emphasise

stretched targets aimed at sustaining

longer-term growth.

Given Keppel’s strong focus on

providing sustainability-related

solutions, various aspects of the

remuneration framework have been

enhanced for a stronger alignment

with this focus. Sustainability-related

targets relating to Keppel’s own

carbon footprint as well as

commercialisable solutions have

been incorporated in various

incentive programmes, including the

annual scorecard that determines the

annual performance bonus pool for

all employees, the 3-year Keppel PSP

that is awarded to a selected group

of key management personnel as well

as the one-time 5-year Vision 2030

PSP-Transformation Incentive Plan

(TIP) that was awarded to selected

senior management and key

employees who will be contributing

significantly towards the attainment

of Vision 2030. The weightages of the

sustainability targets vary across the

various programmes, weighing up to

25% for the 3-year Keppel PSP

awards.

Under the terms of the Keppel Share

Plans, shares awarded pursuant

to the Keppel Share Plans may be

clawed back in the event of among

others, misconduct (including a

breach of laws), or violation of

policies and compliance standards

which had or is likely to cause

financial loss or reputational harm to

Keppel or which may be detrimental

to the interests of Keppel.

Outstanding performance bonuses,

share awards under the Keppel Share

Plans and carry points awarded are

also subject to the RC’s discretion

before further payment or vesting

can occur.

Details of the Keppel Share Plans are

set out in pages pages 121 to 123, and

pages 159 to 162.

as the time horizon of risks, and

incorporates risk-adjustments into

the remuneration structure through

several initiatives, including but

not limited to:

a. prudent funding of annual

performance bonus;

b. granting a portion of the annual

performance bonus in the form of

deferred shares, to be awarded

under the Keppel RSP;

c. vesting of contingent share awards

under the Keppel PSP being

subject to performance conditions

being met;

d. potential forfeiture of variable

incentives in any year due

to misconduct;

e. requiring the executive director

and key management personnel to

hold a minimum number of shares

under the share ownership

guideline; and

f. exercising discretion to ensure

that remuneration decisions are

aligned to Keppel’s long-term

strategy and performance and

discourage excessive risk taking.

The RC is of the view that the overall

level of remuneration is not

considered to be at a level which is

likely to promote behaviours contrary

to Keppel’s risk profile.

In determining the actual quantum of

variable component of remuneration,

the RC had taken into account the

extent to which the corporate and

individual performance conditions,

set forth above, have been met.

Based on the outcome of the

evaluation, the RC recommends

the total remuneration for the

key management for the Board’s

approval. The Board and RC are of the

view that the remuneration is aligned

to performance during FY 2025.

In order to align the interests

of the executive director and key

84

KEPPEL LTD.

Corporate Governance

GOVERNANCE

LEVEL AND MIX OF REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

(WHO ARE NOT ALSO DIRECTORS OR THE CEO) FOR THE YEAR ENDED 31 DECEMBER 2025

The level and mix of remuneration of each of the Company’s directors are set out below:

Base/Fixed

Salary

($)

Performance-related

Cash Bonuses Earned1,2

($)

Directors’

Total Fees3

($)

Benefits-

in-kind

($)

Share

Awards4,5

($)

Total

Remuneration

($)

Cash

component6

Shares

component6

PSP

RSP

Remuneration &

Name of Director

Loh Chin Hua

1,288,656

3,670,349

–

–

n.m.7

2,101,500

2,446,401

9,506,9068

Danny Teoh

–

–

525,000

225,000

–

–

–

750,000

Piyush Gupta9

–

–

74,104

31,759

–

–

–

105,863

Shirish Apte

–

–

197,400

84,600

–

–

–

282,000

Tham Sai Choy

–

–

177,100

75,900

–

–

–

253,000

Penny Goh

–

–

173,600

74,400

–

–

–

248,000

Olivier Blum10

–

–

133,094

57,040

–

–

–

190,134

Jimmy Ng

–

–

140,700

60,300

–

–

–

201,000

Ang Wan Ching

–

–

140,700

60,300

–

–

–

201,000

Teo Siong Seng11

–

–

50,786

–

–

–

–

50,786

Notes:

1 The RC is satisfied that the quantum of performance-related cash bonuses earned by the executive director was fair and appropriate taking into account the

extent to which his KPIs for FY 2025 were met.

2 An amount of $611,600 is set aside for long-term co-investment in Keppel’s private funds.

3 Based on the NEDs’ fee structure set out in the 2024 Annual Report, the total fees amount to $2,281,783. The directors’ total fees are subject to shareholders’

approval at the Company’s Annual General Meeting.

4 Shares awarded under the Keppel PSP are subject to pre-determined performance targets over a three-year performance period. As at 30 April 2025, being the

grant date for the contingent awards under the Keppel PSP, the estimated fair value of each share was $4.67. For the Keppel PSP, the figures are based on the

value of the PSP shares at 100% of the award and the figures may not be indicative of the actual value at vesting which can range from 0% to 150% of the award.

5 The award of Keppel RSP deferred shares was granted for Mr Loh Chin Hua’s performance and contributions in FY 2025. The Company’s 2025 volume-weighted

average share price of $7.90 was used to determine the number of Keppel RSP deferred shares to be awarded to him as well as his FY 2025 total remuneration.

The estimated fair value of each share as at the grant date for the awards under the Keppel RSP would be determined as at 20 March 2026.

6 The amounts stated may be adjusted as indicated on pages 81 to 82 of this report.

7 n.m. – not material

8 Total remuneration shown above for Mr Loh Chin Hua does not include vested share of carried interests for funds created during the time he was Managing

Director at Keppel Fund Management Ltd. These carried interests are only earned at the end of the fund life and depends entirely on the actual performance of

the funds after they have been liquidated.

9 Mr Piyush Gupta was appointed to the Board as Deputy Chairman and as a member of the Nominating Committee, Remuneration Committee and Board Sustainability

and Safety Committee with effect from 1 July 2025. Fees are prorated accordingly.

10 Mr Oliver Blum was appointed as the Chairman of the Board Sustainability and Safety Committee (“BSSC”) with effect from 21 April 2025. He was a member of the

BSSC prior to his appointment as Chairman of the BSSC. Fees are prorated accordingly.

11 Mr Teo Siong Seng retired from the Board with effect from 21 April 2025. Concurrently, Mr Teo ceased to be the Chairman of the BSSC. Fees are prorated accordingly.

85

Annual Report 2025

Due to the highly competitive talent market as well as the confidentiality and sensitivity on remuneration matters, the

RC and the Board are of the view that the Company’s key management remuneration shall be disclosed in aggregate

amount as indicated in the following table. The RC has considered Provision 8.1 of the Code of Corporate Governance

and believes that the disclosures provided are sufficient in giving an understanding of the remuneration of the key

management personnel (who are not directors or the CEO), the procedure for setting remuneration and the relationship

between remuneration, performance and value creation. In 2025, the key management (who are not directors or the CEO)

are Christina Tan, Cindy Lim, Kevin Chng, Louis Lim and Manjot Singh Mann. The total remuneration paid to the key

management personnel (who are not directors or the CEO) in FY 2025 was $18,350,914.

Base/

Fixed Salary

(%)

Performance-related

Cash Bonuses Earned

(%)

Benefits-

in-kind

(%)

Contingent Awards

of Shares

Remuneration for FY 20251,2

PSP

(%)

RSP

(%)

Key Management (other than Keppel CEO)

3,533,054

6,950,158

15,000

3,222,300

4,630,402

19%

38%

n.m.

18%

25%

Notes:

1 The RC is satisfied that the quantum of performance-related bonuses earned by the key management personnel was fair and appropriate taking into account the

extent to which their KPIs for FY 2025 were met.

2 10% of the key management personnel’s performance bonus is set aside for long term co-investment in Keppel private funds.

Shares granted and vested to the Executive Director pursuant to the Keppel PSP and the Keppel RSP are shown below:

PSP

Awards

Vesting

Date

Awards of

PSP Shares

Number

of PSP

Shares

Vested

Value

of PSP

Shares

Vested

($)1

RSP

Awards

Vesting

Date

Awards of

RSP Shares

Number

of RSP

Shares

Vested

Value

of RSP

Shares

Vested

($)1

Name of

Executive Director

Loh Chin Hua

2021 Awards 31 Mar 2026 0 to 2,080,6502,3

–

–

2023 Awards 28 Feb 2023

640,1183

114,106

619,596

31 Mar 2023

99,265

585,664

2022 Awards 14 Mar 2025

0 to 858,000

858,000

5,834,400

29 Feb 2024

213,371

1,519,202

14 Mar 2025

213,376

1,450,957

2023 Awards 31 Mar 2026

0 to 675,000

–

–

2024 Awards 29 Feb 2024

453,411

151,137

1,076,095

14 Mar 2025

151,137

1,027,732

2024 Awards 31 Mar 2027

0 to 675,000

–

–

31 Mar 2026

–

–

2025 Awards 14 Mar 2025

325,859

108,619

738,609

2024 Awards 31 Mar 2028

0 to 675,000

–

–

31 Mar 2026

–

–

31 Mar 2027

–

–

2026 Awards 31 Mar 2026

309,671

–

–

31 Mar 2027

–

–

31 Mar 2028

–

–

Notes:

1 The value of the shares vested under the Keppel PSP and RSP is computed based on the market price of the shares when the shares are credited to the employee’s

CDP account. The RC is satisfied that the value of the shares vested under the Keppel PSP and RSP to the executive director was fair and appropriate taking into

account the extent to which his KPIs and performance conditions for FY 2025 were met.

2 Refers to one-time contingent shares awarded under the Vision 2030 Keppel PSP–TIP.

3 Arising from the distribution of Seatrium Limited (formerly known as Sembcorp Marine Ltd) (“Seatrium”) shares by way of distribution in-specie on the basis of

19.085033835 Seatrium shares per Keppel Ltd. share held on 28 February 2023, the RC approved the adjustments to unvested shares under the award.

86

KEPPEL LTD.

Corporate Governance

GOVERNANCE

experience in advising on a broad

range of corporate real estate

transactions for commercial,

industrial and logistics projects in

Singapore and Asia Pacific, involving

investment, joint development

and profit participation structures,

and has the practical knowledge of

issues and considerations affecting

the Committee to discharge her

responsibilities as a member of the

Committee. Mr Jimmy Ng has prior

experience leading a global internal

audit function and spearheading

its transformation, and possesses

recent, relevant and in-depth

experience in technology, data

analytics and driving digital

innovations. Mr Tham Sai Choy,

Mrs Penny Goh, Ms Ang Wan Ching

and Mr Jimmy Ng are also members

of the Board Risk Committee,

with Mr Shirish Apte being the

Chairperson. None of the members

of the AC were partners or directors

of the Company’s current external

auditors within the last two years and

none of the members of the AC hold

any financial interest in the auditing

firm. The detailed terms of reference

of the AC are set out on pages 95 to

96 herein.

AUDIT

The AC met with the external auditors

five times during the year and two of

the meetings included sessions held

without the presence of management

and the internal auditors. The AC also

met with the internal auditors five

times during the year, of which one

of these meetings was conducted

without the presence of management

and the external auditors, and the

other four meetings included private

sessions held with the internal auditors

to discuss whistle-blower reports

and investigation updates. The AC

reviewed and approved the external

auditor’s audit plan for the year and

assessed the quality of the work

carried out by the external auditors

in accordance with the Audit Quality

Indicators Disclosure Framework

published by the Accounting and

Corporate Regulatory Authority

and noted their performance to be

adequate. Taking into account the

requirements under the Accountants

Act 2004 of Singapore, the AC

undertook a review of the independence

and objectivity of the external auditors

through discussions with the external

auditors as well as reviewing the

audit and non-audit fees awarded

to them and has confirmed that the

non-audit services performed by the

external auditors would not affect

their independence. For details of fees

payable to the auditors in respect of

audit and non-audit services, please

refer to Note 28 of the Notes to the

Financial Statements on page 192.

The Company has complied with Rule

712, and Rule 715 read with Rule 716 of

the SGX Listing Manual in relation to

its auditing firms.

The Company also has an in-house

internal audit function (“Internal

Audit”) which, as with the external

auditors, report their findings

and recommendations to the AC

independently. The role of Internal

Audit is to provide independent

assurance to the AC to ensure that

Keppel maintains a sound system of

internal controls. In this aspect, Internal

Audit conducts regular reviews of the

adequacy and effectiveness of Keppel’s

key internal controls, including

financial, operational, compliance

and information technology (“IT”)

controls, and risk management. Any

significant non-compliance or failures

in internal controls together with

recommendations for improvements

are reported to the AC. Internal Audit

also undertakes investigations as

directed by the AC.

Internal Audit has direct access to the

AC and unfettered access to all the

documents, records, properties and

personnel of Keppel. The AC approves

the hiring, removal, evaluation and

compensation of the Head of Internal

Audit, whose primary line of reporting

is to the AC, with an administrative

reporting line to the CEO of Keppel.

The AC reviewed the adequacy and

effectiveness of Internal Audit and is

satisfied that the team is independent,

effective and adequately resourced with

persons with relevant qualifications

and experience and has appropriate

standing within Keppel. Internal

Audit attends Keppel’s key strategy

sessions and executive meetings,

and is staffed with professionals

with sufficient expertise in

corporate governance, risk

management, internal controls,

Remuneration of Employees who

are Substantial Shareholders of

the Company or are Immediate

Family Members of a Director or the

Chief Executive Officer or a

Substantial Shareholder of

the Company

No employee of the Company and its

subsidiaries is a substantial

shareholder of the Company or an

immediate family member of a

director, the CEO or a substantial

shareholder of the Company and

whose remuneration exceeded

$100,000 during the financial year

ended 31 December 2025. “Immediate

family member” means the spouse,

child, adopted child, step-child,

sibling and parent.

AUDIT COMMITTEE

Principle 10:

The Board has an Audit Committee

which discharges its duties objectively.

The Audit Committee (“AC”)

comprises entirely independent

directors, namely:

•

Mr Tham Sai Choy

Independent Chairman

•

Mrs Penny Goh

Independent Member

•

Ms Ang Wan Ching

Independent Member

•

Mr Jimmy Ng

Independent Member

The AC’s primary role is to assist the

Board with ensuring the integrity of

financial reporting and the adequacy

and effectiveness of the system of

internal controls and risk management.

The AC has explicit authority to

investigate any matter within its

responsibilities, full access to and

co-operation by management, full

discretion to invite any director or

executive officer to attend its meetings,

and reasonable resources (including

access to external consultants) to

enable it to properly discharge its

responsibilities. The AC meets at least

four times a year and as warranted by

particular circumstances.

The AC Chairman (Mr Tham Sai Choy)

and Ms Ang Wan Ching have recent,

relevant and in-depth experience in

accounting and financial management.

Mrs Penny Goh has extensive

87

Annual Report 2025

and other relevant disciplines. The AC

also reviewed the training costs and

programmes attended by Internal

Audit to ensure that their technical

knowledge and skill sets remain

current and relevant.

The purpose, authority and

responsibility of Internal Audit are

defined in the Audit Charter, which is

reviewed annually and approved by

the AC. The Audit Charter establishes

Internal Audit’s position within the

organisation, including the nature of

its functional reporting relationship

with the AC; authorises access to

records, personnel, and physical

properties relevant to the performance

of internal audit engagements; and

defines the scope of internal audit

activities. The Audit Charter mandates

Internal Audit to maintain a quality

assurance and improvement

programme that covers all aspects of

the internal audit activity, including

the evaluation of its conformance

with the Global Internal Audit

Standards (“Standard”).

Internal Audit is guided by the

International Professional Practices

Framework established by the

Institute of Internal Auditors (“IIA”).

External quality assessment reviews

are carried out at least once every

five years by qualified professionals,

with the last assessment conducted

in 2021. The results re-affirmed that

the internal audit activity generally

conforms to the International

Standards for the Professional

Practice of Internal Auditing.

Internal Audit staff perform a yearly

declaration of independence and

confirm their adherence to Keppel’s

Code of Conduct as well as the

Standard established by the IIA.

Internal Audit adopts a risk-based

auditing approach that focuses

on key risks, including financial,

operational, compliance and IT risks.

An annual audit plan is developed

using a structured risk and control

assessment framework. This plan is

reviewed and approved by the AC,

including material changes to the

plan arising during the year. Audits

are planned based on the results of

the assessment, with priority given to

high risks. All Internal Audit’s reports

are circulated to the relevant senior

management personnel for deliberation

with copies of these reports extended

to the AC, Chairman and CEO. During

AC meetings, significant audit findings

and recommendations put up by the

internal and the external auditors

are reported and discussed, together

with reviews of the effectiveness of

the actions taken by management on

the recommendations made by Internal

Audit and the external auditors. To

ensure timely and adequate closure

of audit recommendations, the status

of implementation of the actions

agreed by management is tracked

and reported to the AC.

Financial Matters

Changes to accounting standards and

accounting issues which have a direct

impact on the financial statements

were reported to the AC, and

highlighted by the external auditors

in their quarterly meetings with the AC.

During the year, the AC performed an

independent review of the financial

statements of Keppel before the

announcement of Keppel’s first half

and full year results. In the process,

the Committee reviewed the key areas

of management judgment applied for

adequate provisioning and disclosure,

critical accounting judgment and

estimates and any significant changes

made that would have a material

impact on the financials.

In its review of the financial statements

of Keppel for FY 2025, the AC reviewed

the key areas of management’s

judgments and estimates applied

for key financial issues, including

valuation of investment properties

and development properties held for

sale, revenue recognition and contract

cost, impairment assessment of rigs,

and the accounting for the proposed

sale of M1 Limited’s Telco business

and impairment assessment of

goodwill relating to the Technology

Solutions and Services (TSS) business

(formerly the Information and

Communications Technology (ICT)

business) that might affect the

integrity of the financial statements.

The AC took into consideration the

methodology applied in determining

the valuation of different asset

classes, including the reasonableness

of the estimates and key assumptions

used. In addition, external independent

valuations, work performed by

independent professional firms and

the financial advisor, as well as opinions

from internal and external legal counsel,

where applicable, were considered

when reviewing management’s

assessment. The AC also considered

the report from the external auditors,

including their findings on the

key audit matters as set out in the

independent auditor’s report for the

financial year ended 31 December 2025.

The AC concurs with the methodology,

accounting treatment and estimates

adopted, as well as the disclosures

made in the financial statements for

each of the key audit matters set out

by the external auditors in their report.

Whistle-Blower Policy

The AC has reviewed the “Keppel

Whistle-Blower Policy” (the “Policy”)

which provides for the mechanisms

by which employees and other persons

may, in confidence, raise concerns

about possible improprieties in

business conduct and how employees

will be treated fairly and, to the extent

possible, protected from reprisal,

and was satisfied that arrangements

are in place for the independent

investigation of such matters and

for appropriate follow-up action.

To facilitate the management of

incidences of alleged fraud or other

misconduct, the AC is guided by a set

of guidelines to ensure proper conduct

of investigations and appropriate

closure actions following completion

of the investigations, including

administrative, disciplinary, civil and/or

criminal actions, and remediation of

control weaknesses that allowed the

perpetration of fraud or misconduct

so as to prevent recurrence.

Significant matters raised through

the whistle-blowing channel are

reported to the Board.

The details of the Policy are set

out on pages 99 to 100 hereto. The AC

reviews the Policy yearly to ensure

that it remains current.

Interested Person Transactions

Keppel has established the Keppel

Interested Person Transactions (“IPT”)

Policy which lays out the procedures

sufficiently for reviewing, approving,

tracking and reporting IPTs in

accordance with Chapter 9 of the

88

KEPPEL LTD.

Corporate Governance

GOVERNANCE

SGX-ST Listing Manual and pursuant

to the general mandate from

shareholders that allows for such

transactions to be made fairly,

on normal commercial terms, on

arms’ length and not prejudice

the interests of Keppel and its

minority shareholders. IPT policies

and procedures were reviewed by the

internal auditors and findings with

management’s remedial actions were

reported during AC meetings.

Details of IPTs entered into by

Keppel in FY 2025 are set out on

page 231 of this Annual Report.

RISK MANAGEMENT AND

INTERNAL CONTROLS

Principle 9:

The Board is responsible for the

governance of risk and ensures that

management maintains a sound system

of risk management and internal

controls, to safeguard the interests of

the company and its shareholders.

The Board Risk Committee (“BRC”)

comprises entirely independent

directors, namely:

•

Mr Shirish Apte

Independent Chairperson

•

Mr Tham Sai Choy

Independent Member

•

Mrs Penny Goh

Independent Member

•

Mr Jimmy Ng

Independent Member

•

Ms Ang Wan Ching

Independent Member

As a global asset manager and

operator, Keppel seeks to manage

the financial and operational risks

appropriately to ensure that the

Company remains in a strong position

to raise and deploy third-party capital

efficiently and deliver on the targeted

returns to our Limited Partners.

The Enterprise Risk Management

(“ERM”) Framework is aligned with

Keppel’s business model and designed

to be agile and dynamic, enabling

Keppel to respond to the ever-evolving

economic environment, business

demands, as well as to seize new

opportunities as they arise. The

ERM Framework provides overarching

governance principles to enable the

achievement of our strategic goals

and objectives through the effective

management of key risks. Having a

risk-centric culture is key to effective

risk management.

The detailed terms of reference

of the BRC are disclosed on

pages 96 to 97 herein.

Keppel also has a System of

Management Controls (“KSMC”) in place,

which outlines its internal control

and risk management processes

and procedures. The KSMC comprises

the Three-Lines Model to ensure

the adequacy and effectiveness of

Keppel’s system of internal controls

and risk management.

Under the First Line of Business

Governance, the management of the

platforms, divisions and centralised

functions, supported by relevant

line functions and committees,

are accountable and responsible

for identifying and mitigating risks

(including financial, operational,

compliance and IT risks) that arise in

the course of running their business,

and implementing and executing

effective controls to manage such

risks. This includes establishing

adequate controls for processes

such as Anti-Money Laundering and

Counter-Financing of Terrorism (“AML/

CFT”), investor onboarding, capital

raising activities and investment-related

due diligence to ensure compliance

with policies, risk appetites, and

risk tolerance levels or thresholds.

Employees are expected to uphold

Keppel’s Core Values and comply

strictly with Keppel’s Code of Conduct.

Under the Second Line, Management

Assurance Frameworks are established

to provide oversight and governance

of operations and activities undertaken

by management under the First Line.

The Control Self-Assessment (“CSA”)

Framework, overseen by the Control

Assurance function, aims to assess

whether the existing internal controls

provide reasonable assurance that key

controls are adequately designed and

effectively implemented to address the

key risks identified by the management.

Remedial actions are implemented

to address control gaps identified

during the annual CSA exercise.

The R&C function, in collaboration

with relevant platforms, divisions

and committees, oversees the

Accountability, reporting

Delegation, direction, resources, oversight

Alignment, communication, coordination, collaboration

Third Line

Independent Assurance

• Independent & Objective

Assurance

First Line

Business Governance

• Core Values

• Code of Conduct

• Financial Controls

• Operational Controls

• Compliance Controls

• Technology Controls

Second Line

Management Assurance Framework

• Control Self-Assessment

• Enterprise Risk Management

• Compliance

• Technology & Cybersecurity

Governance

KEPPEL’S SYSTEM OF MANAGEMENT CONTROLS

Management

Internal Audit

External

Assurance

Providers

Board of Directors

89

Annual Report 2025

implementation of the ERM Framework

to ensure that all significant risks –

fund management, investment,

financial and non-financial, are

effectively identified, assessed and

mitigated within established risk

appetites and tolerance levels or

thresholds. Appropriate processes

and controls are also designed,

implemented and managed to

mitigate compliance risks that Keppel

face in the course of their business,

including those related to capital

raising and investment activities.

The Technology Governance

Framework, managed by the

Information Technology function,

aligns Keppel’s technology strategy

with enterprise objectives while

strengthening controls, security

and risk management. It provides a

consistent structure to monitor and

manage technology risks through

three pillars – Policy, Technology Risk

Management and Compliance. This

applies to all technology systems and

assets, including those operated by

third-party providers.

The Data Governance Framework,

overseen by the Data and Digital

function, aims to establish a common

baseline of data governance maturity

and create a consistent and proper

management of Keppel’s data assets.

The Cyber Security function drives

Keppel’s enterprise cyber vision,

strategy and programme to ensure

technology assets are adequately

protected against cyber threats. Cyber

policies are aligned with industry

standards and applicable local

regulatory requirements to ensure

effective management of cybersecurity

risks, and assurance and compliance

programmes are executed to ensure

that developed processes and controls

are effective and operating as intended.

The Head of Cyber Security has a

reporting line to the Board Risk

Committee to reinforce independence

and facilitate Board oversight of

cyber security.

The Third Line comprises independent

assurance teams, including Internal

Audit and External Audit. Internal

Audit provides the Board and Keppel’s

senior management with independent

assurance on the adequacy and

effectiveness of Keppel’s system of

internal controls, risk management

and governance. External Audit

evaluates internal controls relevant

to Keppel’s preparation of financial

statements and, where necessary,

performs tests of such internal

controls to support its audit opinion

on Keppel’s financial statements.

Enhancements to Compliance

Programme in FY 2025

“Trusted” is a core value of Keppel’s. This

is reflected in Keppel’s Code of Conduct

where it states, “we care how results

are achieved, not just that they are

attained.” Implementing this core

value through enhancing Keppel’s

compliance process is a key focus

for Keppel, its directors, officers

and line managers across the globe.

Keppel has during the past year further

enhanced its internal controls, policies

and procedures which form Keppel’s

compliance programme, including by

taking the following steps:

a. Continued risk-based

implementation of ISO 37001

Anti-Bribery Management System

for in-scope entities within

Keppel’s operating divisions.

b. Leveraged digital tools to enhance

oversight of compliance processes,

including monitoring of sanctions risk

and managing gifts and hospitality.

c. Streamlined and conducted annual

compliance e-learning modules

across Keppel, and facilitated

targeted training sessions to deepen

knowledge of key regulations.

Further details of Keppel’s compliance

initiatives are set out on pages 112 to

116 of this Annual Report.

Annual Assurance

The Board has received assurance

from the CEO and CFO of the Company,

supported by attestations received

from CEOs of the respective

platforms and divisions:

a. that the financial records of the

Company and its subsidiaries

(collectively “Keppel”) have been

properly maintained and the

financial statements for the year

ended 31 December 2025 give a

true and fair view of Keppel’s

operations and finances;

b. and together with other key

management personnel responsible

for risk management and internal

control systems that, as of

31 December 2025, Keppel’s internal

controls (including financial,

operational, compliance and

IT controls) and risk management

systems were adequate and

effective to address the risks

which Keppel considers relevant

and material to its operations.

In addition to the above, based

on the internal controls and risk

management framework maintained

by Keppel, attestations received from

internal and external auditors, as

well as reviews performed by AC and

BRC, the Board is of the view that,

as of 31 December 2025, Keppel’s

internal controls (including financial,

operational, compliance and

IT controls) and risk management

systems were adequate and effective

to address the risks which Keppel

considers relevant and material to

its operations.

The Board notes that the system

of internal controls and risk

management established by

Keppel provides reasonable, but

not absolute, assurance that Keppel

will not be adversely affected by

any event that could be reasonably

foreseen as it strives to achieve its

business objectives. In this regard,

90

KEPPEL LTD.

Corporate Governance

GOVERNANCE

the Board also notes that no

system of internal controls and risk

management can provide absolute

assurance against the occurrence of

material errors, poor judgment in

decision making, human error, losses,

fraud and other irregularities.

The AC and BRC concur with the

Board’s view that, as of 31 December

2025, Keppel’s internal controls

(including financial, operational,

compliance and IT controls) and risk

management systems were adequate

and effective to address the risks

which Keppel considers relevant

and material to its operations.

SHAREHOLDER RIGHTS AND

COMMUNICATION WITH

SHAREHOLDERS

Principle 11:

The company treats all shareholders

fairly and equitably in order to enable

them to exercise shareholders’

rights and have the opportunity to

communicate their views on matters

affecting the company. The company

gives shareholders a balanced and

understandable assessment of its

performance, position and prospects.

Principle 12:

The company communicates regularly

with its shareholders and facilitates

the participation of shareholders

during general meetings and other

dialogues to allow shareholders to

communicate their views on various

matters affecting the company.

Principle 13:

The Board adopts an inclusive approach

by considering and balancing the

needs and interests of material

stakeholders, as part of its overall

responsibility to ensure that the best

interests of the company are served.

The Board is responsible for

providing a balanced and

understandable assessment of

Keppel’s performance, position

and prospects, including interim

and other price-sensitive public

reports, and reports to regulators

(if required).

The Board has embraced openness

and transparency in the conduct of

Keppel’s affairs, whilst preserving

the commercial interests of Keppel.

Financial reports and other 

price-sensitive information are

disseminated to shareholders through

announcements via SGXNet, media

releases, Keppel’s website, public

webcasts and media and analyst

briefings. Keppel’s Annual Report is

accessible on Keppel’s website, and

can be viewed at or downloaded

from https://www.keppel.com/

investor-relations/annual-reports/.

Shareholders are encouraged to

read the Annual Report on Keppel’s

website, but may also request for a

physical copy at no cost.

Keppel adopts a comprehensive

approach towards stakeholder

engagement, whereby stakeholders

are defined to be individuals, groups

of individuals or organisations

that affect and/or could be affected

by Keppel’s activities, products or

services and associated performance.

Key stakeholder groups include

Shareholders and Investors, Customers,

Employees, Governments, Business

Partners and Suppliers, as well as

Local Communities.

Keppel engages its stakeholders

regularly in the determination of

its material environmental, social

and governance (“ESG“) factors.

Materiality assessments help the

Company to focus its sustainability

strategy, management practices,

and reporting on the most

significant ESG factors. Keppel’s

materiality assessments take

reference from the SGX guidelines

on Sustainability Reporting as

well as guidance from the

IFRS Sustainability Disclosure

Standards issued by the

International Sustainability Standards

Board (“ISSB”) and the Global

Reporting Initiative standards.

In 2025, Keppel undertook a

comprehensive double materiality

assessment which took into

consideration our transformation

into a global asset manager and

operator, and focused on identifying

and prioritising material ESG factors

that impact Keppel’s business and

ability to create value, as well as

the Company’s actual and potential

impacts on the external environment

and people. The assessment included

interviews with members of the

Board Sustainability and Safety

Committee (“BSSC”) and senior

management, focus group

discussions, as well as surveys

conducted with investors, Limited

Partners, government agencies,

customers, suppliers, community

partners, media and employees.

The eventual list of material ESG

factors, which was approved by the

Board with the recommendation of

the BSSC, comprises:

•

Climate Action and

Environmental Management

•

Corporate Governance and

Risk Management

•

Supply Chain Management

•

Human Capital Management

•

Health and Safety

An overview of Keppel’s approach

to sustainability management can

be found on pages 62 to 65 of this

report. More details of Keppel’s

management approach, priorities,

targets and performance reviews in

key areas will be made available

through its externally audited

Sustainability Report, published

annually in May.

Keppel’s Corporate Communications

department (with assistance from

other departments as required)

regularly communicates with

shareholders and receives and attends

91

Annual Report 2025

queries or concerns that they may

have. Presentation materials of

Keppel’s half-yearly financial

statements and voluntary business

updates are made available on its

website on the same day they are

released on SGXNet, while transcripts

of the question-and-answer sessions

held during the webcasts or media

and analyst briefings are released

on SGXNet and posted on Keppel’s

website before the start of the

next trading day.

Keppel’s mobile-responsive website

is regularly updated with the latest

information. These include company

announcements, half-yearly results

and voluntary business updates,

annual reports, investor events,

stock and dividend information,

investor presentation slides, as well

as information on general meetings,

including presentations and minutes.

Contact details of the Investor Relations

personnel (email: investor.relations@

keppel.com) are also set out on the

website to facilitate any queries from

investors. In addition to shareholder

meetings, senior management

engages investors, analysts and the

media to solicit and understand the

views of the investment community.

In 2025, Keppel had over 300

engagements with institutional

investors from Singapore and overseas.

These included various conferences

and roadshows in Singapore and

abroad, and Keppel’s Investor Day,

which was organised in collaboration

with Citigroup and attended by over

40 institutional investors.

Keppel has, since 2017, been

collaborating with the Securities

Investors Association (Singapore)

(“SIAS”) to hold briefings for retail

shareholders. In 2025, Keppel

continued to hold its annual

briefing on Keppel’s developments

in partnership with SIAS.

Materials presented on these

occasions were also made available

to their queries and concerns. Keppel

treats all its shareholders fairly

and equitably and keeps all its

shareholders and other stakeholders

informed of its corporate activities,

including changes in Keppel or its

business, which would be likely to

materially affect the price or value

of its shares, on a timely basis.

Keppel has in place an Investor

Relations Policy which sets out the

principles and practices that Keppel

applies to provide shareholders and

prospective investors with

information necessary to make

well-informed investment decisions

and to ensure a level playing field.

The Investor Relations Policy is

published on Keppel’s website at

https://www.keppel.com/investor-

relations/investor-relations-policy/,

and sets out the mechanism through

which shareholders may contact

Keppel with questions and through

which Keppel may respond to such

questions. This is to allow for an

ongoing exchange of views so as to

actively engage and promote regular,

effective and fair communication

with shareholders.

Keppel announces its financial

statements on a half-yearly basis,

but continues to provide voluntary

business updates in between its

half-yearly financial reports. Keppel

stands committed to engaging

shareholders and the investment

community through clear, timely

and consistent communications.

Keppel employs various platforms

to effectively engage the investment

community and other stakeholders,

with an emphasis on timely, accurate,

fair and transparent disclosure

of information. Engagement

with stakeholders takes many

forms, including live webcasts of

financial results briefings, email

communications, publications and

content on Keppel’s corporate

website, as well as through site visits,

where shareholders may raise any

on the SGXNet and Keppel’s website

in a timely manner, to ensure fair

disclosure of information for the

benefit of all shareholders.

Annual General Meeting

The Company’s general meetings

are generally held physically in

central locations which are easily

accessible by public transportation,

ensuring that shareholders have

the opportunity to participate

effectively and vote at such meetings.

Shareholders are informed of the

meetings through notices published

in the newspapers and via SGXNet,

and reports or circulars sent or made

available to all shareholders. If any

shareholder is unable to participate

at the physical meeting, he/she is

allowed to appoint up to two proxies

to attend, speak or vote on his/her

behalf at the meeting through proxy

forms sent in advance. Specified

intermediaries, such as banks and

capital markets services licence

holders which provide custodial

services, may appoint more than

two proxies. This will enable indirect

investors, including CPF investors,

to be appointed as proxies to

participate in the physical meetings.

Such indirect investors, where so

appointed, will have the same rights

as direct investors to vote at the

physical meeting.

Shareholders are invited to submit

questions they may have on the

motions to be debated and decided

upon, to the Chairman of the

meetings prior to the general

meetings. Responses to substantial

and relevant questions submitted by

shareholders prior to the meetings

are uploaded to SGXNet and Keppel’s

website prior to the events and

addressed at the general meetings.

The CEO of the Company will give a

presentation at the AGM, providing

further elaboration to shareholders.

At the general meetings, shareholders

are invited to put forth any further

questions they may have on the

92

KEPPEL LTD.

Corporate Governance

GOVERNANCE

to address shareholders’ queries,

if necessary.

The Constitution allows for absentia

voting at general meetings. However,

the Company is not implementing

absentia voting methods such

as voting via mail, email or fax

for security, integrity and related

considerations. Shareholder

approval is required for any

amendments to the Constitution.

The Company Secretaries prepare

minutes of general meetings,

which incorporate substantial and

relevant comments or queries

from shareholders relating to the

agenda of the meeting and responses

from the Board and management.

These minutes are available to

shareholders upon their requests.

All minutes of general meetings

will be published on the Company’s

website as soon as practicable.

Minutes of the AGM held in 2025 were

published on both the Company’s

website and SGXNet within one

month from the meeting.

In 2025, the Company announced

its commitment to a steady and

sustainable dividend strategy that

reflects the earnings performance

of the New Keppel, excluding the

non-core portfolio and discontinued

operations. As Keppel’s earnings

profile becomes increasingly stable

and recurring, the Company aims to

provide shareholders with consistent

and steadily growing cash returns,

while maintaining prudent capital

allocation to support growth and an

efficient capital structure.

In addition, the Company announced

in February 2026 that it aims to pay out

special dividends based on 10–15% of

the gross value of asset monetisation

transactions completed in the financial

year, until the Company’s monetisation

programme is completed. The actual

percentage will depend on the

Company’s growth plans as well as

cash generated.

motions to be debated and decided

upon, and vote on the resolutions at

general meetings. Each distinct issue

is proposed as a separate resolution.

Such resolutions include matters

of significance to shareholders

such as, where applicable, proposed

amendments to the Constitution,

the authorisation to issue additional

shares, the transfer of significant

assets, re-election of directors,

and the remuneration of NEDs.

The rationale for the resolutions

to be proposed at the meeting is set

out in the notices to the meeting

or their accompanying appendices.

However, where the issues are

interdependent and linked so as to

form one significant proposal, the

Company may propose “bundled

resolutions” and will set out the

reasons and material implication in

the notices to the meeting or its

accompanying appendices.

To ensure transparency, the Company

conducts electronic poll voting for

shareholders/proxies present at

the physical meeting for all the

resolutions proposed at the general

meeting. Shareholders are also

informed of the rules, including

voting procedures, governing such

general meetings. A scrutineer will

be appointed to count and validate

the votes cast at the meetings.

Votes cast for and against and the

respective percentages, on each

resolution will be displayed live to

shareholders/proxies immediately

after each poll is conducted. The

total number of votes cast for or

against the resolutions and the

respective percentages are also

announced in a timely manner after

the general meeting via SGXNet.

Each share is entitled to one vote.

Where possible, all directors will

attend the general meetings of

the Company. The chairmen of the

Board and each board committee

are required to be present to address

questions at general meetings.

External auditors are also present at

such meetings to assist the directors

Any payment of interim dividend

or, upon receipt of shareholders’

approval at AGMs, final dividend,

will be paid to all shareholders in

an equitable and timely manner.

SECURITIES TRANSACTIONS

Insider Trading Policy

The Company has a formal Insider

Trading Policy and Guidelines on

Disclosure of Dealings in Securities

on dealings in the securities of the

Company and its listed subsidiaries

and associated companies, which

sets out the implications of insider

trading and guidance on such

dealings, including the prohibition

on dealings with the Company’s

securities on short-term considerations.

The policy and guidelines have been

distributed to Keppel’s directors

and officers.

Pursuant to Rule 1207(19)(c) of the

Listing Manual, the Company and

its officers should not deal in the

Company’s securities during the

period commencing two weeks before

the announcement of the Company’s

financial statements for each of the

first three quarters of its financial

year and one month before the

announcement of the Company’s

full year financial statements (if the

Company announces its quarterly

financial statements), or one month

before the announcement of the

Company’s half year and full year

financial statements (if the

Company does not announce its

quarterly financial statements)

(the “Embargo Period(s)”).

The Company had issued circulars

to its directors and officers informing

them that the Company and its

officers must not deal in listed

securities of the Company during

the applicable Embargo Period(s),

and if they are in possession

of unpublished price-sensitive

information. Directors and the

CEO are also required to report

their dealings in the Company’s

securities within two business days.

93

Annual Report 2025

The BSSC makes regular site visits to better understand the issues faced by operating divisions, and

also strengthen Keppel’s safety culture and commitment to sustainability through demonstrating visible

leadership. In 2025, the BSSC conducted a visit to the Keppel Marina East Desalination Plant (in picture).

BOARD SUSTAINABILITY AND

SAFETY COMMITTEE

In May 2022, the Board established

the BSSC to sharpen Keppel’s focus

on sustainability.

The BSSC comprises both independent

and non-independent directors, namely:

•

Mr Teo Siong Seng

Non-Independent and

Non-Executive Chairman

(retired as BSSC Chairman and as

Director of Keppel on 21 April 2025)

•

Mr Olivier Blum

Independent Chairman

(appointed BSSC Chairman

on 21 April 2025)

•

Mr Danny Teoh

Non-Independent Member

•

Mr Loh Chin Hua

Non-Independent Member

•

Mr Piyush Gupta

Independent Member

(appointed on 1 July 2025)

The BSSC’s roles include reviewing

Keppel’s sustainability strategy

and its integration with commercial

objectives, ensuring that Keppel

has in place effective sustainability

and safety governance structures,

as well as overseeing the adoption

of and progress towards Keppel’s

sustainability and health, safety and

environment (“HSE”) goals.

The BSSC also monitors international

sustainability-related trends and

developments, and reviews the

processes for identifying, assessing

and managing climate-related risks

and opportunities. In addition,

the BSSC plays a proactive role

in reviewing material changes in

Keppel’s HSE risk profile, and

oversees the management of

significant HSE risks and strategic

plans, such as Keppel’s Zero Fatality

Strategy as well as the digital

transformation of HSE processes.

The BSSC meets at least four times

a year. It considers management’s

reports and proposals, and reports to

the Board on material sustainability

and safety issues, as well as its findings

and recommendations, where relevant.

Sustainability issues deliberated by

the BSSC in 2025 included Keppel’s

sustainability roadmap, targets,

workplans and reporting process,

as well as Keppel’s management

of climate-related risks and

opportunities, and its approach

towards addressing nature and

biodiversity issues. The BSSC

also reviewed Keppel’s material

ESG factors.

In 2025, safety and health matters

deliberated by the BSSC included

Keppel’s Zero Fatality Strategy,

overall health and safety performance,

reviews of significant incidents

and guidance to strengthen risk

management practices. Initiatives

such as the refreshed High Impact

Risk Activities Plus (HIRA+), 3-month

look-ahead significant activities,

voluntary safety timeouts, annual

Global Safety Time-out, annual Safety

Convention and CEO HSE Roundtable

were undertaken. In particular, the

refreshed HIRA+ was launched in

October 2025 to streamline and

sharpen frontline engagement.

In addition to meetings, the BSSC

makes regular site visits to better

understand the issues faced by

operating divisions, and also

strengthen Keppel’s safety culture

and commitment to sustainability

through demonstrating visible

leadership. The site visits allow the

BSSC to interact directly with the

Company’s contractors, suppliers and

workers, thus gaining deeper insights

into Keppel’s sustainability and safety

performance. In 2025, the BSSC

conducted visits to the Keppel Marina

East Desalination Plant in Singapore

and Hanoi Centre in Vietnam.

The detailed terms of reference of the

BSSC are disclosed on page 98 herein.

94

KEPPEL LTD.

Corporate Governance

GOVERNANCE

APPENDIX 1

BOARD COMMITTEES –

RESPONSIBILITIES

A. Audit Committee

1.1

Review financial statements and

announcements relating to financial

performance, and significant financial

reporting issues and judgments

contained in them, for better

assurance of the integrity of such

statements and announcements.

1.2

Review and report to the Board at

least annually on the adequacy

and effectiveness of Keppel’s

internal controls, including financial,

operational, compliance and

IT controls, and risk management

systems in relation to financial

reporting and other financial-related

risks (such review can be carried out

internally or with the assistance of

any competent third parties).

a. Review the Board’s comment

on the adequacy and

effectiveness of the Keppel’s

internal control systems, and

risk management systems,

and state whether it concurs

with the Board’s comments.

b. Where there are material

weaknesses identified in the

Keppel’s internal control

systems, to consider and

recommend the necessary steps

to be taken to address them.

1.3

Review the assurance from the CEO

and CFO on the financial records

and financial statements and the

assurance and steps taken by the CEO

and other key management personnel

who are responsible, regarding the

adequacy and effectiveness of

Keppel’s internal control systems.

1.4 Internal and External Audit

a. Review the adequacy, effectiveness

and independence, scope and

results of the internal and external

audit function, at least annually

and report the Audit Committee’s

assessment to the Board.

b. Ensure that the Head of Internal

Audit and external auditors have

direct and unrestricted access

to the chairman of the Audit

Committee, and that they are able

to meet separately and privately

to discuss matters and concerns.

c. Monitor and assess the role and

effectiveness of the internal audit

function, including the internal

audit charter, plans, activities

(including consulting services),

staffing budget, resources and

organisational structure of the

internal audit function.

d. Ensure that the internal audit

function is adequately resourced

and staffed with persons with

the relevant qualifications and

experience, and has appropriate

standing within Keppel.

e. Review audit plans and reports

of the external auditors and on

a periodic basis the internal

auditors, management’s

responsiveness to any findings

and recommendations to

the extent set out/identified,

and effectiveness of any

follow up actions taken.

f. Ensure that a Quality Assurance

Review on internal audit function

is independently conducted

at least once every five years.

g. Decide and approve the

appointment, termination,

evaluation and remuneration of

the Head of Internal Audit, or

the accounting/auditing firm or

corporation to which the internal

audit function is outsourced.

h. Make recommendations to the

Board on the proposals to the

shareholders on the appointment,

re-appointment and removal

of the external auditors, and

approve the remuneration and

terms of engagement of the

external auditors.

i.

Review the nature and extent

of non-audit services performed

by the external auditors, to

ensure their independence

and objectivity.

1.5

Oversee the establishment and

operation of the whistle-blower

process, including oversight

of business ethics. Review the

whistle-blower policy and Keppel’s

procedures for detecting and

preventing fraud and corruption,

and other arrangements for concerns

about possible improprieties in

financial reporting or other matters

to be safely raised, independently

investigated and appropriately

followed up on.

1.6 Review interested party transactions to

ensure they are on normal commercial

terms and are not prejudicial to the

interests of Keppel or its minority

shareholders, and determine methods

or procedures for assessing that the

transaction prices are adequate for

transactions to be carried out on

normal commercial terms, and that

they will not prejudice Keppel or its

minority shareholders.

1.7

Investigate any matters within

the Audit Committee’s purview,

whenever it deems necessary.

1.8 Perform such other functions

as the Board may determine.

1.9 Report to the Board on the Audit

Committee’s proceedings at the

next Board meeting, including:

a. the significant issues and

judgments that the Audit

Committee considered in

relation to the financial

statements, and how these

issues were addressed;

b. the Audit Committee’s

assessment of the adequacy and

effectiveness of internal control

and risk management systems

that relate to financial reporting

and other financial-related

risks and controls, and any

material matters, findings

and recommendations;

c. the Audit Committee’s

assessment of the adequacy,

effectiveness and independence

of the internal audit function;

d. the Audit Committee’s

assessment of the independence

and objectivity of the external

auditors, taking into consideration

factors including the aggregate

and respective fees paid for

audit and non-audit services

provided by the external auditors;

95

Annual Report 2025

e. the Audit Committee’s

assessment of the quality of

the work carried out by the

external auditors, and the basis

of such assessment; and

f. the significant matters

raised through the

whistle-blower channel.

1.10 Ensure proper disclosure and

reporting to shareholders on

interested party transactions as

required by the SGX Listing Manual.

1.11 Recommend to the Board as it

deems appropriate on any area

within its remit where action

or improvement is needed.

1.12 Review the Audit Committee’s

terms of reference annually

and recommend any proposed

changes to the Board for approval.

B. Board Risk Committee

1.1

Obtain recommendations on

risk tolerance and strategy

from management, and where

appropriate, report and recommend

to the Board for its determination

the nature and extent of significant

risks which Keppel overall may

take in achieving its strategic

objectives and the overall

Keppel’s levels of risk tolerance,

risk parameters and risk policies.

1.2

Review and discuss, as and when

appropriate, with management on

Keppel’s risk governance structure

and framework including risk

policies, risk strategy, risk culture,

risk assessment, risk mitigation and

monitoring processes and procedures.

1.3

Review the IT governance and

cybersecurity framework to

ascertain alignment with business

strategy and Keppel’s risk tolerance

including monitoring the adequacy

of IT capability and capacity to

ensure business objectives are

well-supported with adequate

measures to safeguard corporate

information, operating assets,

and effectively monitor the

performance, quality and

integrity of IT service delivery.

1.4 Receive and review quarterly

reports from management on

Keppel’s risk profile and major risk

exposures, and the steps taken to

monitor, control and mitigate such

risks, to ensure that such risks are

managed within acceptable levels.

1.5

Review Keppel’s risk management

capabilities including capacity,

resourcing, systems, training,

communication channels as well as

competencies in identifying and

managing new risk types.

1.6 Receive and review updates from

management to assess the adequacy

and effectiveness of Keppel’s

compliance framework in line with

relevant laws, regulations and

best practices.

1.7

Assess Keppel’s exposure or nexus

to sanctions-related risks on an

on-going basis1 and monitor Keppel’s

risk of becoming subject to, or

violating, any sanctions-related laws

and regulations (“Sanctions Law”)2.

1.8 Ensure that adequate and effective

control measures have been

implemented to protect Keppel’s

interests in relation to any

sanctions-related risks3.

1.9 Where Keppel has exposure or

nexus to sanctions-related risks,

review and assess, on an annual

basis, whether there has been a

material change in Keppel’s risk of

being subject to any Sanctions Law4.

1.10 Assess the need to obtain

independent legal advice or appoint

a compliance adviser in relation to

sanctions-related risks applicable

to Keppel5.

1.11 Ensure timely and accurate disclosures

to shareholders, Singapore Exchange

Securities Limited (“SGX”) and other

relevant authorities and continuously

monitor the validity of the information

provided to shareholders, SGX

and other relevant authorities5.

1.12 Through interactions with

the Head of R&C, review

and oversee performance of

Keppel’s implementation of

compliance programmes.

1.13 Review and monitor Keppel’s

approach to ensuring compliance

with regulatory commitments,

including progress of remedial

actions where applicable.

1.14 Review the adequacy, effectiveness

and independence of the R&C

centralised function, at least annually,

and report the Committee’s

assessment to the Board.

1.15 Review and monitor management’s

responsiveness to the risks, matters

identified and recommendations of

the R&C centralised function.

1.16 Provide timely input to the Board on

critical risk and compliance issues

(including sanctions-related risks),

material matters, findings

and recommendations.

1.17 Review management’s proposals in

respect of strategic transactions and

new risk focused products focusing

in particular on the risk and

compliance aspects and implications

of the proposed action for the risk

tolerance of Keppel and make

recommendations to the Board.

1.18 Review the assurance and steps

taken by the CEO and other key

management personnel for their

relevant areas of responsibilities,

regarding the adequacy and

effectiveness of Keppel’s risk

management system.

1.19 Review and report to the Board

annually on the adequacy and

effectiveness of Keppel’s risk

management systems, including

financial, operational, compliance,

IT controls and consideration with

respect to any sanctions-

related risks2.

1 Para 1.3 of the article issued by SGX on 7 March 2022

titled “Regulator’s Column: What SGX expects of

issuers in respect of sanctions-related risks,

subject or activity” (“SGX Sanctions Article”)

2 Para 1.4(b) of the SGX Sanctions Article.

3 Para 1.3 of the SGX Sanctions Article.

4 Para 1.4 of the SGX Sanctions Article.

5 Para 1.5 of the SGX Sanctions Article.

96

KEPPEL LTD.

Corporate Governance

GOVERNANCE

1.20 a. Review the Board’s

comment on the adequacy

and effectiveness of Keppel’s

risk management systems and

state whether it concurs with

the Board’s comments.

b. Where there are material

weaknesses identified in

Keppel’s risk management

systems, to consider and

recommend the necessary steps

to be taken to address them.

1.21 Ensure that the Head of R&C has

direct and unrestricted access to

the Chairman of the Committee.

1.22 Perform such other functions as the

Board may determine.

1.23 Review the Committee’s terms

of reference annually and

recommend any proposed

changes to the Board.

1.24 Sub-delegate any of its powers

within its terms of reference as

listed above from time to time

as the Committee may deem fit.

C. Nominating Committee

1.1

Recommend to the Board the

appointment and re-appointment

of directors (including alternate

directors, if any).

1.2

Annual review of the structure

and size of the Board and board

committees, and the balance

and mix of skills, knowledge,

experience, and other aspects

of diversity such as gender, age,

race/ethnicity and nationality.

1.3

Recommend to the Board a

Board Diversity Policy (including

the qualitative, and measurable

quantitative, objectives (as

appropriate) for achieving board

diversity), and conduct an annual

review of the progress towards

achieving these objectives.

1.4 Annual review of the independence

of each director, and to ensure that

the Board comprises (a) majority

non-executive directors, and (b) at

least one-third, or (if Chairman is

not independent) a majority of

independent directors.

1.5

Assess, where a director has

other listed company board

representation and/or other

principal commitments,

whether the director is able

to and has been adequately

carrying out his duties as

director of the Company.

1.6 Recommend to the Board the

process for the evaluation of

the performance of the Board,

the board committees and

individual directors, and propose

objective performance criteria

to assess the effectiveness of

the Board as a whole, the

board committees and the

contribution of the Chairman

and each director.

1.7

Annual assessment of the

effectiveness of the Board as a

whole, the board committees and

the contribution of the Chairman

and individual directors.

1.8 Review the succession plans

for the Board (in particular, the

Chairman), the CEO and other

key management personnel.

1.9 Review talent development plans.

1.10 Review the training and

professional development

programmes for board members.

1.11 Review and, if deemed fit,

approve recommendations for

nomination of candidates as

nominee director (whether as

chairman or member) to the

board of directors of investee

companies which are:

a. listed on the Singapore

Exchange or any other

stock exchange; and

b. managers or trustee-managers

of any collective investment

schemes, business trusts, or any

other trusts which are listed on

the Singapore Exchange or any

other stock exchange.

1.12 Report to the Board on material

matters and recommendations.

1.13 Review the Nominating Committee’s

terms of reference annually and

recommend any proposed changes

to the Board for approval.

1.14 Perform such other functions as the

Board may determine.

1.15 Sub-delegate any of its

powers within its terms of reference

as listed above, from time to time

as this Committee may deem fit.

D. Remuneration Committee

1.1 Review and recommend to

the Board a framework of

remuneration for Board

members and key management

personnel, and the specific

remuneration packages for

each director as well as for the key

management personnel, including

review of all long-term and short-

term incentive plans, with a view to

aligning the level and structure of

remuneration to Keppel’s long-term

strategy and performance.

1.2

Consider all aspects of

remuneration to ensure that

they are fair, and review the

Company’s obligations arising in the

event of termination of

the executive directors’ and

key management personnel’s

contracts of service, to ensure that

such clauses are fair

and reasonable and not

overly generous.

1.3

Consider whether directors should

be eligible for benefits under

long-term incentive schemes

(including weighing the use of share

schemes against the other types of

long-term incentive scheme).

1.4 Review the ongoing appropriateness

and relevance of the remuneration

policy to ensure that the level and

structure of the remuneration are

appropriate and proportionate to

the sustained performance and

value creation of the Company,

taking into account the strategic

objectives of Keppel.

97

Annual Report 2025

1 Following the publication of the ISSB Standards – IFRS S1 and IFRS S2 – the Financial Stability Board asked the IFRS Foundation to take over the monitoring of

progress on companies’ climate-related disclosures from TCFD, which has been disbanded.

1.5

Monitor the level and structure

of remuneration for directors

and key management personnel

relative to the internal and external

peers and competitors to ensure that

the remuneration is appropriate

to attract, retain and motivate the

directors to provide good stewardship

of the Company and key management

personnel to successfully manage

Keppel for the long term.

1.6 Set performance measures

and determine targets for any

performance-related pay schemes.

1.7

Administer the Company’s Restricted

Share Plan and Performance Share

Plan (collectively, the “Keppel Share

Plans”), in accordance with the rules

of the Keppel Share Plans.

1.8 Administer the Keppel Carried

Interest Programme in accordance

with the rules of the Keppel Carried

Interest Programme.

1.9 Report to the Board on material

matters and recommendations.

1.10 Review the Remuneration

Committee’s terms of reference

annually and recommend any

proposed changes to the Board.

1.11 Perform such other functions as the

Board may determine.

1.12 Sub-delegate any of its powers within

its terms of reference as listed above,

from time to time as the Remuneration

Committee may deem fit.

Save that a member of this Committee

shall not be involved in the deliberations

in respect of any remuneration,

compensation, award of shares or any

form of benefits to be granted to him.

E. Board Sustainability and

Safety Committee

Sustainability

1.1 Review the Company’s sustainability

strategy, with reference to industry

peers and expectations, to ensure

that they are relevant to evolving

local and global sustainability

trends and developments.

1.2

Ensure that the Company has in

place an effective governance

structure for sustainability matters.

1.3

Review annually the reasons for

and the process of selecting the

ESG factors identified to be material

to Keppel’s business, taking into

account the prevailing business

strategy, market conditions and

stakeholder concerns.

1.4 Review the processes for

identifying, assessing, and

managing climate-related risks

and opportunities across the four

pillars of governance, strategy, risk

management, and metrics and

targets, and related reporting

aligned with the Task Force on

Climate-related Financial

Disclosures (“TCFD”)1.

1.5

Oversee the adoption of the

Company’s sustainability goals and

targets, as well as management’s

plans and progress towards

achieving the goals and targets.

1.6 Consider management’s proposals

and recommendations on

sustainability-related policies and

practices and make recommendations

to the Board where relevant.

1.7

Monitor the Company’s performance

against previously disclosed

targets in relation to identified

material ESG factors.

1.8 Monitor the integration of the

Company’s sustainability strategy

into the Company’s general

commercial objectives and align the

management of key sustainability

issues and impacts with the

Company’s broader business and

sustainability strategy.

1.9 Monitor international sustainability-

related trends and developments

and consider the implications on the

Company’s sustainability strategy.

1.10 Review stakeholder engagement

plan(s) to ensure that stakeholders’

concerns are meaningfully captured

and addressed.

1.11 Review and approve the independent

assurance and audit process, and

assess annually the adequacy and

effectiveness of the process.

1.12 Review the Company’s diversity and

inclusion management.

1.13 Review the Company’s sustainability

reporting and sustainability-related

disclosures.

Safety

1.14 Review the policies, practices and

performance of the Company relating

to safety, including in particular the

safe condition and responsible

operation of Keppel’s assets and

business, as well as employee

health and well-being.

1.15 Ensure that the safety functions in

Keppel are adequately resourced (in

terms of number, qualification and

budget) and have appropriate

standing within the organisation.

1.16 Monitor HSE performance of the

Company, analyse trends and

accident root causes, and recommend

or propose company-wide initiatives

for improvement where appropriate

to ensure a robust HSE management

system is maintained.

1.17 Review the major changes to HSE risk

profile of Keppel as a result of new

business, new market, new product,

etc. and the steps taken to monitor,

control and mitigate such risks.

1.18 Structure an audit programme of

the Company’s HSE management

programme to verify effectiveness

and use its resources to lead the

execution of such audits, drawing

additional resources from the line

where needed.

1.19 Ensure a process is in place to have

fatalities and other major incidents

investigated by an independent and

competent team.

1.20 Review any major incident that

impacts, or has the potential to

impact, the Company’s safety,

environmental and social performance.

98

KEPPEL LTD.

Corporate Governance

GOVERNANCE

BOARD ASSESSMENT

Evaluation Processes for FY 2025

Each Board member was required to

complete a survey prepared by the

NC Chairman setting out questions

on various aspects of the Board’s

and its Committees’ composition,

functioning and performance.

The NC Chairman then conducted

one-on-one interviews with each

director. Based on the feedback,

the NC Chairman aggregated and

integrated the quantitative and

qualitative feedback received, and

prepared a consolidated report and

briefed the NC members and the

Board Chairman on the report.

Thereafter, the NC Chairman

presented the report to the Board

for discussion on the changes which

should be made to help the Board

discharge its duties more effectively.

Thereafter and where necessary,

the NC Chairman will in consultation

with the Board Chairman meet with

directors individually to provide

feedback on their respective

board performance with a view to

improving their board performance

and shareholder value.

Performance Criteria

The performance criteria for

the Board included board size,

board and board composition and

independence, board dynamics

and culture, board processes,

board information management

and communication, board

accountability and performance,

CEO performance oversight and

succession planning, director

development, risk management and

board committee effectiveness.

KEPPEL WHISTLE-BLOWER POLICY

The Keppel Whistle-Blower Policy2

(the “Policy”) took effect on

1 September 2004. It is reviewed

on an annual basis and enhanced

whenever necessary to encourage

reporting in good faith of suspected

Reportable Conduct (as defined

below). The Policy clearly defines

and centralises processes through

which such reports may be made

with confidence that employees

and other persons making such

reports will be treated fairly and,

to the extent possible, protected

from reprisal.

Reportable Conduct refers to any

act or omission by a Keppel company

director, officer, employee, or a

third-party associate that provides

services or engages in business

activities on behalf of a Keppel

company, which occurred in the

course of his or her work (whether or

not the act is within the scope of his

or her employment) which in the view

of a whistle-blower acting in good

faith, is:

a. dishonest, including but not limited to

theft or misuse of Keppel resources;

b. fraudulent;

c. corrupt;

d. illegal;

e. other serious improper conduct;

f. an unsafe work practice; or

g. any other conduct which may

cause financial or non-financial

loss to Keppel or damage to

Keppel’s reputation.

A person who files a report or

provides evidence which he or she

knows to be false, or without a

reasonable belief in the truth and

accuracy of such information, will not

be protected by the Policy and may

be subject to administrative and/or

disciplinary action including

termination of employment or

other contract as the case may be.

Similar actions may be taken against

any person who subjects (i) a person

who has made or intends to make a

report in accordance with the Policy,

or (ii) a person who was called or

may be called as a witness, to any

form of reprisal which would not

have occurred if he or she did not

intend to or had not made the report

or be a witness.

NATURE OF DIRECTORS’ APPOINTMENTS AND MEMBERSHIP ON BOARD COMMITTEES

The Board currently has nine members, the majority of whom are non-executive and independent, and each board committee (except for the Board

Sustainability and Safety Committee) comprise at least three members, a majority of whom (including the Chairman) are non-executive and

independent. The current composition of the board committees is as follows:

Committee Membership

Director

Audit

Committee

Nominating

Committee

Remuneration

Committee

Board Risk

Committee

Board Sustainability

and Safety Committee

Danny Teoh

–

Member

Member

–

Member

Piyush Gupta

–

Member

Member

–

Member

Loh Chin Hua

–

–

–

–

Member

Tham Sai Choy

Chairman

Member

–

Member

–

Penny Goh

Member

–

Chairman

Member

–

Shirish Apte

–

Chairman

Member

Chairman

–

Olivier Blum

–

Member

–

–

Chairman

Jimmy Ng

Member

–

–

Member

–

Ang Wan Ching

Member

–

–

Member

–

2 Matters related to Keppel Seghers Belgium NV (“KSBE”) are addressed in the KSBE Supplementary Whistle-Blower Policy, supporting compliance with EU Directive

2019/1937, the Belgian Act dated 28 November 2022 and the Belgian Royal Decree of 22 January 2023.

99

Annual Report 2025

Investigation Advisory Committee

(if consulted) will use their respective

best endeavours to ensure that

there is no conflict of interest on

the part of any person involved in

the investigations. The Investigation

Advisory Committee (comprising

representatives from each of

Keppel’s Human Resources, Legal

and R&C departments, or such

other representatives as the AC may

determine), when required, advise

Internal Audit’s investigation in

relation to the Protected Report and

any matters arising therefrom.

The Receiving Officer will prepare

a report on her findings including

recommendations on any corrective

or remedial actions to be taken, and

may, at her discretion, consult with

the Investigation Advisory Committee

prior to submitting it to the AC Chairman

upon the conclusion of the investigation

into any Reportable Conduct. The AC

Chairman (whether in the exercise of

his own discretion or in consultation

with the AC) shall determine the

adequacy of corrective or remedial

actions proposed (if any). The identity

of whistle-blowers, participants of

the investigations, the investigation

subject(s) and the details of the

Protected Reports received, as well

as the investigation reports will be

kept confidential to the extent possible.

In 2025, amongst the reported

incidents of breaches to our

Code of Conduct received through

the whistle-blower reporting

channels, there were five reports

alleging corruption or bribery and

two incidents related to workplace

discrimination. All the complaints

were followed up, with no material

findings identified in reviews

concluded or ongoing reviews.

There were no fines and convictions

related to reported corruption or

bribery incidents in 2025. None of

the reported incidents were related

to conflict of interest, customer

privacy data, money laundering or

insider trading.

There was a mandatory annual

e-learning training and declaration

covering all employees and

comprising Keppel’s Code of Conduct

and other key policies, including the

Whistle-Blower Policy and the use of

the whistle-blower reporting channel.

No Reprisal

No person will be subject to any

reprisal (such as any detrimental or

unfair treatment) for having made a

report in good faith in accordance

with the Policy or having participated

in an investigation. Any reprisal

suffered may be reported to the

Receiving Officer (who shall refer

the matter to the AC Chairman) or

directly to the AC Chairman. The

AC Chairman shall review the matter

and determine the appropriate

actions to be taken.

The Head of Internal Audit is the

Receiving Officer for the purposes of

the Policy and is responsible for the

administration, implementation and

oversight of ongoing compliance with

the Policy. She reports directly to the

AC Chairman.

Reporting Mechanism

Whistle-blowers may report a

suspected Reportable Conduct

via the independently managed

whistle-blower reporting channels

that Keppel has established.

There is an email hotline

(kpmgethicsline@kpmg.com) and

local toll-free numbers for Singapore,

Asia (China, India, Indonesia, Japan,

Malaysia, the Philippines, South Korea

and Vietnam), Europe (Belgium,

Germany, the Netherlands and the

United Kingdom), Americas (Brazil

and the United States of America) and

Oceania (Australia). Manning of the

whistle-blower hotlines have been

outsourced to an independent

third party (KPMG) and provides for

reporting in the languages listed

above. KPMG also maintains the

aforementioned email hotline and

an online portal, the link to which

is available in the “Contact Us”

section of Keppel’s website at

www.keppel.com. Reports can also

be made directly to the Receiving

Officer or the AC Chairman. The

whistle-blower reporting channels

are widely communicated and

made accessible in all the countries

in which Keppel’s platforms and

divisions operate.

The Policy emphasises that

information disclosed should be

as precise as possible to allow for

proper assessment of the nature,

extent and urgency of preliminary

investigative procedures to

be undertaken.

Investigation

Every Protected Report (whether

oral or written, and anonymous or

otherwise) received will be assessed

by the Receiving Officer, who will make

recommendations to the AC Chairman.

Where the circumstances warrant an

investigation, the AC Chairman or

the AC (as the case may be) and the

5

WHISTLE-BLOWER REPORTING MECHANISM

Supervisor

AC Chairman

Receiving Officer

1

Reporting Channels

2

3

Employee

KPMG

Non-Employee

100

KEPPEL LTD.

Corporate Governance

GOVERNANCE

Name of Director

Piyush Gupta

Olivier Blum

Jimmy Ng

Date of Appointment

1 July 2025

1 May 2022

1 May 2022

Date of last re-appointment (if applicable)

N.A.

21 April 2023

21 April 2023

Age

66

55

61

Country of principal residence

Singapore

France

Singapore

The Board’s comments on this appointment (including

rationale, selection criteria, and the search and

nomination process)

The process for the re-nomination of director to the Board, is set out in page 75 of this

Annual Report

Whether the appointment is executive,

and if so, the area of responsibility

Non-executive

Non-executive

Non-executive

Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)

Deputy Chairman;

Non-Executive and

Independent Director,

Nominating Committee

(Member);

Remuneration Committee

(Member);

Board Sustainability and

Safety Committee (Member)

Non-Executive and

Independent Director;

Board Sustainability and

Safety Committee (Chairman);

Nominating Committee

(Member)

Non-Executive and

Independent Director;

Audit Committee (Member);

Board Risk Committee

(Member)

Professional qualifications

Bachelor of Arts (Honours)

in Economics,

St. Stephen's College,

Delhi University, India;

Post Graduate Diploma in

Management, Indian Institute

of Management, Ahmedabad

Master Business

Administration and

General Management,

Grenoble Business

School (GEM), France

Bachelor of Science Degree

in Information Systems,

National University

of Singapore;

Masters in Business

Administration, Nanyang

Technological University

Working experience and occupation(s) during the

past 10 years

Group CEO, DBS Group

CEO, Schneider Electric

– Present

Executive Vice

President, Energy

Management Business,

Schneider Electric,

Hong Kong and UAE

– 2022 to 2024

Chief Strategy &

Sustainability Officer,

Schneider Electric,

Hong Kong

– 2020 to 2022

Chief Human Resources

Officer, Schneider

Electric, Hong Kong

– 2014 to 2020

Senior Advisor for AI and

Gen AI Initiatives, DBS Bank

– Jul 2025 to Dec 2025

Head of Group Technology &

Operations, DBS Bank

– 2023 to 2025

Group Chief Information

Officer and Head of

Technology & Operations,

DBS Bank

– 2019 to 2023

Deputy Head of

Technology &

Operations, DBS Bank

– 2018 to 2019

Group Head Audit, DBS Bank

– 2012 to 2017

Shareholding interest in the listed issuer and

its subsidiaries

Nil

16,000 (direct interest) in

Keppel Ltd.

19,000 (direct interest) in

Keppel Ltd.

984 (direct interest) in

Keppel REIT

33,543 (direct interest) in

Keppel DC REIT

Any relationship (including immediate family

relationships) with any existing director, existing

executive officer, the issuer and/or substantial

shareholder of the listed issuer or of any of its

principal subsidiaries

No

No

No

Conflict of interest (including any competing business)

No

No

No

Undertaking (in the format set out in Appendix 7.7)

under Rule 720(1) has been submitted to the

listed issuer

Yes

Yes

Yes

APPENDIX 2

Rule 720(6) of the Listing Manual of the SGX-ST

The information required under Rule 720(6) read with Appendix 7.4.1 of the Listing Manual, in respect of directors whom the

Company is seeking re-election by shareholders at the upcoming annual general meeting to be held in 2026, is set out below.

101

Annual Report 2025

Name of Director

Piyush Gupta

Olivier Blum

Jimmy Ng

Other Principal Commitments

including Directorships –

Past (for the last 5 years)

Verified Impact Exchange Holdings

Pte. Ltd. (Director); Advisory Council

on the Ethical Use of Artificial

Intelligence (AI) and Data Singapore

(Council Member); Bretton

Woods Committee, USA (Member,

Advisory Council); Council for

Board Diversity, Singapore (Council

Member); Enterprise Singapore

(Board Member); Institute of

International Finance, Washington

(Vice Chairman); McKinsey Advisory

Council (Council Member); World

Business Council for Sustainable

Development, Switzerland (Vice

Chairman, Executive Committee);

DBS Group Holdings Ltd. (CEO &

Director); DBS Bank Ltd. (CEO &

Director); DBS Bank (Hong Kong)

Limited (Vice Chairman); The

Association of Banks in Singapore

(Chairman); The Institute of

Banking & Finance, Singapore

(Vice Chairman); Dr Goh Keng

Swee Scholarship Fund (Deputy

Chairman); Mastercard Asia Pacific

Advisory Board (Board Member);

CNBC ESG Network, USA (Member);

International Business Leaders’

Advisory Council for the Mayor of

Shanghai (IBLAC) (Council Member);

Ministry of Trade and Industry

Singapore – Future Economy

Advisory Panel (Member)

Delta Dore, France; Aveva Group

PLC, United Kingdom; Luminous

Power Technologies (P) Ltd,

India (Chairman)

Singapore Clearing House Pte Ltd;

Evolve Digitech Pte Ltd

Other Principal Commitments

including Directorships –

Present

Mandai Park Holdings Pte Ltd;

Temasek International Advisors

Pte. Ltd. (Chairman, India);

Singapore Management University

(Chairman of Board of Trustees);

National Research Foundation,

Singapore (Board Member);

Lee Kuan Yew Exchange Fellowship

(Board Member); Council of

Presidential Advisers (Alternate

Member); Indian Business-leaders

Roundtable under Singapore

Indian Development Association

(SINDA) (Managing Council Member);

SG Her Empowerment Limited

(Special Adviser); SGH Future

Health Roundtable Advisory

Council (Member); Singapore

Indian Development Association

(SINDA) (Term Trustee); BirdLife

International, UK (Co Chairman,

Global Advisory Group); Campaign

for Nature (Global Steering

Committee Member)

Schneider Electric

(Chief Executive Officer)

NTUC FairPrice Co-operative Limited

(Board Member); FFMC Holdings

Pte. Ltd. (Director); Fullerton Fund

Management Company Ltd. (Director);

The Institute of Bank and Finance

Singapore’s (IBF) Technology and

Operations Workgroup (Chairperson)

102

KEPPEL LTD.

Corporate Governance

GOVERNANCE

Name of Director

Piyush Gupta

Olivier Blum

Jimmy Ng

a. Whether at any time during the last 10 years,

an application or a petition under any bankruptcy

law of any jurisdiction was filed against him or

against a partnership of which he was a partner at

the time when he was a partner or at any time within

2 years from the date he ceased to be a partner?

No

No

No

b. Whether at any time during the last 10 years,

an application or a petition under any law of any

jurisdiction was filed against an entity (not being

a partnership) of which he was a director or an

equivalent person or a key executive, at the time

when he was a director or an equivalent person or

a key executive of that entity or at any time within

2 years from the date he ceased to be a director

or an equivalent person or a key executive of that

entity, for the winding up or dissolution of that entity

or, where that entity is the trustee of a business trust,

that business trust, on the ground of insolvency?

No

No

No

c. Whether there is any unsatisfied judgment

against him?

No

No

No

d. Whether he has ever been convicted of any offence,

in Singapore or elsewhere, involving fraud or

dishonesty which is punishable with imprisonment,

or has been the subject of any criminal proceedings

(including any pending criminal proceedings of

which he is aware) for such purpose?

No

No

No

e. Whether he has ever been convicted of any offence,

in Singapore or elsewhere, involving a breach of

any law or regulatory requirement that relates to

the securities or futures industry in Singapore or

elsewhere, or has been the subject of any criminal

proceedings (including any pending criminal

proceedings of which he is aware) for such breach?

No

No

No

f. Whether at any time during the last 10 years,

judgment has been entered against him in any civil

proceedings in Singapore or elsewhere involving a

breach of any law or regulatory requirement that

relates to the securities or futures industry in

Singapore or elsewhere, or a finding of fraud,

misrepresentation or dishonesty on his part, or he

has been the subject of any civil proceedings

(including any pending civil proceedings of which

he is aware) involving an allegation of fraud,

misrepresentation or dishonesty on his part?

No

No

No

g. Whether he has ever been convicted in Singapore

or elsewhere of any offence in connection with

the formation or management of any entity or

business trust?

No

No

No

h. Whether he has ever been disqualified from acting

as a director or an equivalent person of any entity

(including the trustee of a business trust), or from

taking part directly or indirectly in the management

of any entity or business trust?

No

No

No

103

Annual Report 2025

Name of Director

Piyush Gupta

Olivier Blum

Jimmy Ng

i. Whether he has ever been the subject of any

order, judgment or ruling of any court, tribunal or

governmental body, permanently or temporarily

enjoining him from engaging in any type of

business practice or activity?

No

No

No

j. Whether he has ever, to his knowledge, been

concerned with the management or conduct,

in Singapore or elsewhere, of the affairs of:

No

No

No

i. any corporation which has been investigated

for a breach of any law or regulatory

requirement governing corporations in

Singapore or elsewhere; or

No

No

No

ii. any entity (not being a corporation) which has

been investigated for a breach of any law or

regulatory requirement governing such entities

in Singapore or elsewhere; or

No

No

No

iii. any business trust which has been investigated

for a breach of any law or regulatory requirement

governing business trusts in Singapore or

elsewhere; or

No

No

No

iv. any entity or business trust which has been

investigated for a breach of any law or regulatory

requirement that relates to the securities or

futures industry in Singapore or elsewhere,

No

No

No

in connection with any matter occurring or arising

during that period when he was so concerned

with the entity or business trust?

No

No

No

k. Whether he has been the subject of any current or past

investigation or disciplinary proceedings, or has been

reprimanded or issued any warning, by the Monetary

Authority of Singapore or any other regulatory

authority, exchange, professional body or government

agency, whether in Singapore or elsewhere?

No

No

No

Any prior experience as a director of an issuer listed

on the Exchange?

Yes

Yes

Yes

If yes, please provide details of prior experience.

DBS Group Holdings Ltd.

Mr Blum has been a director

on the Board of the Company

since 2022

Mr Ng has been a director

on the Board of the Company

since 2022

If no, please state if the director has attended or will be

attending training on the roles and responsibilities of a

director of a listed issuer as prescribed by the Exchange.

Please provide details of relevant experience and the

nominating committee’s reasons for not requiring

the director to undergo training as prescribed by the

Exchange (if applicable).

N.A.

N.A.

N.A.

104

KEPPEL LTD.

Corporate Governance

GOVERNANCE

Principles

Page Reference in this Report

BOARD MATTERS

The Board’s Conduct of Affairs

Principle 1

Provision 1.1

Page 72

Provision 1.2

Page 74

Provision 1.3

Page 72

Provision 1.4

Pages 75 to 91, 95 to 98

Provision 1.5

Pages 73, 80

Provision 1.6

Pages 73 to 74

Provision 1.7

Pages 73 to 74

Board Composition and Guidance

Principle 2

Provision 2.1

Pages 78 to 79

Provision 2.2

Page 79

Provision 2.3

Page 79

Provision 2.4

Pages 76 to 79

Provision 2.5

Page 73

Chairman and Chief Executive Officer

Principle 3

Provision 3.1

Pages 70 to 71

Provision 3.2

Pages 70 to 71

Provision 3.3

Pages 70 to 71

Board Membership

Principle 4

Provision 4.1

Pages 75 to 80, 97

Provision 4.2

Page 75

Provision 4.3

Page 75

Provision 4.4

Pages 78 to 79

Provision 4.5

Pages 28 to 31, 74, 80

Board Performance

Principle 5

Provision 5.1

Page 80

Provision 5.2

Page 99

REMUNERATION MATTERS

Procedures for Developing

Remuneration Policies

Principle 6

Provision 6.1

Pages 80 to 87, 97 to 98

Provision 6.2

Page 81

Provision 6.3

Pages 80 to 87, 97 to 98

Provision 6.4

Page 81

Level and Mix of Remuneration

Principle 7

Provision 7.1

Pages 80 to 87

Provision 7.2

Pages 80 to 87

Provision 7.3

Pages 80 to 87

Disclosure on Remuneration

Principle 8

Provision 8.1

Pages 81 to 86

Provision 8.2

Page 87

Provision 8.3

Pages 81 to 86

Principles

Page Reference in this Report

ACCOUNTABILITY AND AUDIT

Risk Management and

Internal Controls

Principle 9

Provision 9.1

Pages 89 to 91

Provision 9.2

Pages 90 to 91

Audit Committee

Principle 10

Provision 10.1

Pages 87 to 89, 95 to 96

Provision 10.2

Page 87

Provision 10.3

Page 87

Provision 10.4

Pages 87 to 88

Provision 10.5

Page 87

SHAREHOLDER RIGHTS AND

RESPONSIBILITIES

Shareholder Rights and

Conduct of General Meetings

Principle 11

Provision 11.1

Pages 91 to 93

Provision 11.2

Page 93

Provision 11.3

Pages 73, 93

Provision 11.4

Page 93

Provision 11.5

Page 93

Provision 11.6

Page 93

Engagement with Shareholders

Principle 12

Provision 12.1

Pages 91 to 93

Provision 12.2

Page 92

Provision 12.3

Page 92

MANAGING STAKEHOLDER

RELATIONSHIPS

Engagement with Stakeholders

Principle 13

Provision 13.1

Pages 91 to 93

Provision 13.2

Pages 91 to 93

Provision 13.3

Pages 91 to 92

APPENDIX 3

Summary of Disclosures of 2018 CG Code

Rule 710 of the SGX Listing Manual requires Singapore-listed companies to describe their corporate governance practices

with specific reference to the 2018 CG Code in their annual reports. This summary of disclosures describes our corporate

governance practices with specific reference to the disclosure requirement under the 2018 CG Code.

105

Annual Report 2025

As a global asset manager and

operator, we are committed to be a

trusted partner to our stakeholders,

delivering strong returns to our

Limited Partners (LPs) and value to

our customers and shareholders.

We seek to manage our financial

and operational risks appropriately

to ensure that the Company remains

in a strong position to raise and

deploy third-party capital efficiently

and deliver the targeted returns to

our LPs.

Keppel adopts a balanced approach

to risk management, optimising

returns while safeguarding long-term

business sustainability and

stakeholder value. Managing risks

effectively is an integral part of

the way in which we develop and

execute our business strategies.

It is grounded in our core values of

Agile, Can Do and Trusted, and our

belief that a balanced risk-reward

methodology is the optimal approach

for the achievement of Keppel’s

strategic goals and objectives. The

framework takes reference from

ISO 31000 Risk Management Guidelines.

The Board has overall responsibility

for the governance of risk. Through

the Board Risk Committee, the Board

guides management in formulating

and implementing the risk

management framework, policies

and guidelines. The identification

and day-to-day management of risks

continues to rest with management

who is responsible for the effective

implementation of risk management

strategies, policies and processes.

The portfolio managers are

responsible for maintaining levels

of portfolio risk which are consistent

with the representations made

to the clients/investors and/or

fund mandates particularly with

regard to the risk tolerance and

investment objectives.

We undertake only appropriate and well-considered

risks aligned with established Risk Appetite Statements.

Key risk indicators supporting these statements are

monitored to track performance and provide

early warnings.

106

KEPPEL LTD.

GOVERNANCE

Risk Management

ENTERPRISE RISK FRAMEWORK

The Board has set out the following

three risk tolerance guiding principles1:

1. Risks taken should be carefully

evaluated, commensurate with

rewards and be in line with

Keppel’s core strengths and

strategic objectives;

2. No risk arising from a single

area of operation, investment or

undertaking should be so huge

as to endanger Keppel; and

3. Keppel does not condone

safety breaches or lapses,

non-compliance with laws

and regulations, as well as

acts such as fraud, bribery

and corruption.

The Enterprise Risk Management (ERM)

Framework is aligned with Keppel’s

business model and designed to be

agile and dynamic, enabling Keppel to

respond to ever-evolving economic

environment, business demands,

as well as to seize new opportunities

as they arise.

The ERM Framework sets out the

minimum governance requirements

for the achievement of our strategic

goals and objectives through the

management of key risks. The

diagram below summarises the key

elements of the ERM Framework.

Risk Appetite Statements are

formulated across the key financial and

non-financial focus areas, taking into

consideration the Board’s acceptable

level of risk exposure as well as desired

risk-reward trade-offs. To support these,

Key Risk Indicators with defined

thresholds/tolerances are established

to ensure that Keppel operates within

the prescribed risk appetite. Key Risk

Indicators are monitored to track

risk exposure and to provide early

warning signals.

To identify macroeconomic risks

that are both current and emerging,

intelligence gathering through processes

such as horizon scanning are performed.

Deep-dive reviews of thematic risks

are also performed together with the

1 The risk tolerance principles apply to all material risks identified, including strategic, financial, compliance, operational, and IT risks.

relevant risk owners. Where required,

a further scenario analysis or stress

testing is performed, and risk-mitigating

actions will be developed as necessary.

Each key risk is assessed for impact and

likelihood based on a set of defined

impact and likelihood criteria, including,

but are not limited to, financial and

operational areas. The effectiveness of

existing risk management measures

is considered before determining the

overall risk rating and prioritisation.

A risk register and risk matrix are

maintained to document the key risk

areas, their corresponding risk levels,

and associated mitigation measures.

The annual Control Self-Assessment

programme assesses the effectiveness

of the controls for key risks.

Exceptions – such as risks exceeding

the set thresholds/tolerances, or

where any key risk is trending – are

escalated and reported to the Board

Risk Committee and where relevant,

to the Board.

Financial Focus Areas

Non-Financial Focus Areas

Risk Appetite Statements for

Key Non-Financial Focus Areas

Risk Appetite Statements for

Key Financial Focus Areas

Key Non-Financial Risks

Key Financial Risks

ENTERPRISE RISK MANAGEMENT FRAMEWORK

Risk Register and Control Self-Assessment

Strategic Goals and Objectives

Risk Intelligence

Escalation and Reporting

Key Risk

Indicator

Key Risk

Indicator

Key Risk

Indicator

Key Risk

Indicator

Key Risk

Indicator

Key Risk

Indicator

107

Annual Report 2025

FINANCIAL RISKS

Financial and Funding Risks

We aim to deliver strong

and sustainable financial

results to meet stakeholder

expectations and enhance

shareholder value.

We aim to maintain sufficient

liquidity and funding

capability at preferential

interest margins.

We manage this risk by:

• Reviewing the material variances on a continual basis, i.e., actual versus budget and actual versus

prior year.

• Preparing the annual operating and capital budgets and having them approved by the appropriate

approving authority according to the stipulated budget timeline. Each operating and capital

expenditure is approved in accordance with the Financial Authorisation Limits.

• Conducting sensitivity analysis and stress tests to gauge the magnitude of Keppel’s potential

financial exposure to changing market situations.

• Maintaining a mix of fixed and variable debt instruments with varying maturities.

• Actively managing the debt term-out profile, operating cash flows and availability of funding

resources to ensure that all the financial obligations and funding needs are met.

More details can be found in the Financial Risk Management section from pages 200 to 213 of

this report.

Fund Management and Investment Risk

We aim to raise adequate

capital for efficient

deployment to ensure

we preserve and enhance

our funds’ track records

in delivering consistent

performance.

We manage this risk by:

• Maintaining a disciplined approach rooted in integrity and accountability, supported by transparent

communication and a consistent track record of creating sustainable value and growth.

• Continuously expanding our investor base across established and emerging markets, reinforcing

our commitment to strong governance and sustainable growth.

• Implementing active risk management strategies that consider market trends, economic

developments, and global events to enable informed decision-making, including scenario analysis

and stress-testing where necessary.

• Proactively adapting to regulatory changes and industry developments to navigate compliance

challenges effectively.

• Continuously enhancing our data governance framework to improve accuracy, reliability and

decision-making speed.

The measures to mitigate key risks, both financial and non-financial, identified for FY 2025 are listed below.

Leadership & Governance

Keppel’s Board and

management set the tone at

the top and encourage prudent

risk taking in decision making.

Training, Competency &

Communications

Risk management is regularly

reinforced as a discipline and

developed through training,

awareness and practice.

Framework

We are guided by the

ERM Framework to manage

effectively the risks and

opportunities arising from our

businesses.

Process & Methods

A key part of the process is the

identification and assessment

of key risks, guided by our

Risk Appetite Statements,

and monitored through

developed Key Risk Indicators.

.

Transparency

We promote transparency

in information-sharing and

escalation of risk-related

matters, incidents, near-misses

or events of interest.

Ownership & Accountability

Our risk processes provide

clarity and accountability

in executing our roles and

responsibilities and emphasise

having clear ownership of

major risk areas.

Risk-Centric Culture

RISK-CENTRIC CULTURE

Having a risk-centric culture is key to effective risk management. The key elements of Keppel’s risk-centric culture are:

108

KEPPEL LTD.

Risk Management

GOVERNANCE

NON-FINANCIAL RISKS

Business & Asset Operations

We aim to ensure that

there are minimal outages

or disruptions which may

adversely affect our operations

in terms of financial

performance, service level

or customer satisfaction.

We manage this risk by:

• Establishing the Keppel Business Continuity Management Steering Committee which provides

sponsorship, direction and guidance to ensure a state of constant readiness to respond.

• Establishing Keppel’s Incident Reporting and Crisis Management operating standard as well as

the Cyber Incident Response plan which provides guidance for dealing with potential crisis

events or major incidents that impact important business processes.

• Conducting Tech Disruption as well as Business Continuity Exercises regularly to validate the

effectiveness of the Business Continuity Plans (BCPs). Such BCPs enhance our operational

readiness and resilience to potential business disruptions.

• Conducting cyber simulation exercises to enhance readiness and crisis decision-making during

incidents and affirm effectiveness of existing controls and monitoring.

• Using a systematic risk assessment approach to identify, assess, manage and monitor project risks.

Special attention is given to technical and high-value projects, including greenfield developments,

the deployment of new technology and/or operations in new geographical locations.

• Monitoring the project execution status on a regular basis to proactively address any issues

such as costs or schedule overruns.

Compliance & Controls

Our policy is to comply with

all applicable laws, regulations

and fund mandates.

We adopt a zero-tolerance

policy towards fraud,

bribery and corruption.

We manage this risk by:

• Continuing to foster and enhance our compliance culture through compliance programmes and

conducting regular trainings to ensure that Keppel maintains a high level of compliance and

ethical standards in the way we conduct business.

• Staying updated with regulatory changes in countries where Keppel operates/invests in or

looking to expand, to effectively assess any exposures or risks to Keppel, and surfacing to

management and the Board (where applicable). Key risk areas include situations where

external agents are appointed for business development.

• Regularly monitoring investment activities and strategies to ensure compliance with regulations

and/or investment parameters of fund/investment mandates, including any internal approvals

by relevant investment committees/advisory board.

• Periodic reporting of portfolio performance and strategy updates (investor reporting) to further

build investor confidence, fund manager accountability and market confidence.

• Conducting regular external and internal audits to provide assurance on the accuracy of the

financial statements and adequacy of the internal control framework supporting

the statements.

• Continuing to operate within Keppel’s System of Management Controls, comprising the

Three-Lines Model, to ensure the adequacy and effectiveness of our internal controls and

risk management.

Human Capital

We are committed to attract,

develop and retain talent to

drive us as a leading global

asset manager and operator.

We manage this risk by:

• Creating a compelling and attractive work culture and environment that celebrates diversity,

promotes inclusion and championing ourselves as an employer of choice.

• Building an inspiring and empathetic leadership culture to motivate staff engagement.

• Enhancing succession planning strategies, building bench strength capabilities, as well as

acquiring new organisational capabilities in line with our business objectives.

• Leveraging internal and external training programmes to augment our employees’ skillsets,

which includes nurturing employees and maintaining good industrial relations.

Health, Safety & Environment (HSE)

We do not condone safety

breaches or lapses in all sites

where Keppel operates.

We manage this risk by:

• Continuing to foster a strong and proactive HSE culture through various ongoing initiatives,

such as regular safety training for employees, festive safety stand-downs, three months

look-ahead for high-risk activities, annual Global Safety Time-Out, Keppel Safety Convention,

HSE CEO Roundtable and encouraging employees to actively participate in identifying and

reporting any potential safety hazards.

• Refreshing and launching HIRA+ which is a streamlined and targeted approach to manage

high-impact risk activities by sharpening frontline engagement.

• Continuing to uphold our dedication to environmental stewardship by closely monitoring

Keppel sites globally to ensure adherence to relevant local and international

environmental regulations.

• Continuing to leverage technology to improve workplace safety and health, including the

implementation of an electronic Permit-to-Work system for active identification, monitoring,

and coordination of work activities, as well as offering defensive driving instruction to in-house

drivers supported by digital diagnostic evaluations.

• In 2025, Keppel won two Workplace Safety and Health Awards for exemplary safety performance

and implementation of robust HSE management systems.

109

Annual Report 2025

NON-FINANCIAL RISKS

Climate Change

We will meet all applicable

regulatory requirements

and aim to be among the

sustainability leaders in

Singapore, while limiting

Keppel’s exposure to

risks associated with

climate change.

We manage this risk by:

• Establishing the Board Sustainability and Safety Committee (BSSC) to review the processes for

identifying, assessing, and managing climate-related risks and opportunities, and related reporting

aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD)1.

The BSSC also oversees the adoption of Keppel’s sustainability goals and targets, as well as

management’s plans and progress towards achieving the goals and targets.

• Conducting periodic scenario analyses of climate-related physical and transition risks on key assets

to evaluate the potential likelihood and magnitude of the impact of these risks on Keppel. Since 2020,

a series of quantitative and qualitative climate risk assessments and scenario analyses have been

conducted, to identify and assess the physical and transition risks that are relevant to our business,

as well as the impacts that climate risks may have on Keppel over the short, medium and long term,

across different climate scenarios.

• A quantitative scenario analysis was conducted in 2023, which identified extreme water level, extreme

temperature and extreme precipitation as the top three physical risks faced by 19 key assets located

in Singapore, China, Vietnam, Indonesia and India2.

• A qualitative scenario analysis of climate-related transition risks and opportunities was conducted

in 2022, followed by a quantitative analysis in 2023–2024, focusing on the more quantifiable risks

and opportunities, namely the impact of carbon taxes on power generation assets and other assets

subject to carbon taxes, and the indirect impact of the rising price of electricity over time in key

markets where Keppel operates3.

• To respond to such transition risks, Keppel is undertaking measures such as including climate-related

considerations in investment decisions, improving the energy efficiency of Keppel’s assets, considering

the impact of rising carbon taxes and electricity prices in the relevant business contracts and seizing

climate-related opportunities by providing solutions to help customers reduce or avoid carbon emissions.

More details will be provided in our Sustainability Report 2025.

Information Technology and Cyber Risks

We aim to control information

systems technology risks to

ensure that incidents do not

cause material harm, business

disruption, financial loss

or reputational damage.

We are committed to

protect our data and systems

by adopting best practices

in cybersecurity.

We manage this risk by:

• Establishing the Digital Transformation Steering Committee to offer strategic direction and support

a cohesive technology vision, initiatives and policies throughout Keppel.

• Establishing the Keppel Cyber Security Steering Committee which defines strategy and provides

oversight on cybersecurity risks in Keppel.

• Conducting regular reviews of Keppel’s Technology Governance Framework as well as associated

technology and cybersecurity policies and standards to support effective management of emerging

cyber and technology risks.

• Conducting regular reviews of Keppel’s Data Governance Framework to create consistent and

proper management of Keppel’s data assets.

• Establishing the Architecture Review Board to ensure alignment to business and design framework.

• Proactively monitoring the evolving cybersecurity threat landscape to manage risks and safeguard

Keppel’s information and technology assets against potential incidents.

• Conducting routine vulnerability assessments and penetration testing to evaluate our controls and

strengthen Keppel’s IT and cyber security.

• Continuing to strengthen our ability to detect and respond to advanced cyber threats while safeguarding

assets through refinement of layered cybersecurity controls in the ever-evolving threat landscape.

• Appointing Business Information Security Officer as the cybersecurity business partner for the

respective platforms and divisions to work closely with their management to strengthen cyber risk

management and build cyber resiliency.

• Conducting training and assessment exercises through the year to inculcate a cyber awareness and

safety culture.

• Performing independent external audits as well as internal audits regularly on Keppel’s IT policies,

IT infrastructure and information security management systems to help assess the adequacy and

effectiveness of our control measures.

• Conducting annual disaster recovery drills and facilitating tabletop exercises to ensure timely

and effective restoration of business-critical IT systems in the event of disruptions as part of

business continuity.

• Having an escalation process for employees to report cyber incidents, vulnerabilities or suspicious

activities to Keppel Cyber Security Centre led by the Managing Director and Head of Cyber Security,

which will ultimately escalate matters to senior management and the Crisis Management Team as

appropriate, depending on the issue severity.

• Maintaining a strong information system security posture; there were no breaches of information

security during the year.

1 Following the publication of the inaugural ISSB Standards – IFRS S1 and IFRS S2 – the IFRS Foundation has taken over the monitoring of the progress on

companies’ climate-related disclosures from TCFD.

2 The analysis was done across three climate scenarios of Shared Socioeconomic Pathways (SSP) 1-2.6, SSP2-4.5 and SSP5-8.5, over the time periods of 2030, 2050

and 2070. The majority of the assets were deemed to have high vulnerability to climate-related physical risks.

3 The analysis was done across three climate scenarios of Shared Socioeconomic Pathway (SSP) 2, SSP3 and the International Energy Agency’s Net Zero Emissions

Scenario, and over two time periods of 2030 and 2050.

110

KEPPEL LTD.

Risk Management

GOVERNANCE

Political Tensions and Uncertainties

Escalating US-China tensions,

prolonged conflicts in Eastern

Europe, and instability in

the Middle East and South

America continue to reshape

global trade and investment

flows, and intensified global

uncertainties. As a global

asset manager and operator,

Keppel is exposed to

these risks.

We manage this risk in the following ways:

•

Actively monitor geopolitical developments to identify shifts in trade, growth, and

innovation in our key markets and formulate pre-emptive strategies accordingly.

•

Maintain strong engagement with local authorities to stay informed of potential regulatory

and policy changes.

•

Perform scenario analysis and stress testing to evaluate how adverse market conditions

could affect our investment portfolio.

Generative AI (GenAI)

Artificial Intelligence (AI),

including GenAI is a

core enabler of our

digitalisation journey and

supports the achievement

of our Vision 2030 goals.

We manage this risk in the following ways:

•

Keppel’s internal AI Forum provides Group-level oversight of AI strategy and adoption,

ensuring alignment with business priorities and risk appetite.

•

Keppel has implemented Group AI Policy supported by AI Principles that promote

responsible use of AI, including data privacy, cybersecurity, transparency, bias mitigation

and continued human oversight. Programmes on responsible AI include limiting access

to sensitive AI capabilities; distinct labelling of AI-generated content and outcomes of

AI-driven decisions; mechanisms to detect and correct drift or degradation of AI models

over time; regular assessments of deployed AI models for fairness/bias; initiatives to lower

the ecological footprint of AI data centres/models; quantification of the impact of AI

initiatives/tools on sustainability outcomes; and training of employees on the ethical use

and/or security of AI.

•

AI Risk Management Guidelines, aligned with recognised frameworks such as Singapore’s

Infocomm Media Development Authority Model AI Governance Framework and relevant

EU AI Act principles, guide internal governance, risk assessments, and regulatory compliance.

•

All AI tools proposed for production use are subject to internal control reviews to assess

data security, confidentiality, and potential business impact.

•

Keppel has established an AI transformation roadmap to scale AI consistently and

responsibly. A key component is the development of Keppel’s AI platform as a proprietary

platform that enables standardisation, governance-by-design, and efficient scaling of AI

solutions across the Group.

AI is increasingly embedded

across Keppel to enhance

productivity, accelerate

decision making and

strengthen execution.

The use of AI and GenAI

introduces potential risks,

including cyber security

and data privacy breaches,

regulatory non-compliance,

reputational damage, bias,

and the loss or misuse of

intellectual property or

confidential information.

Nature & Biodiversity

Growing recognition of

the importance of

understanding nature and

biodiversity-related risks and

their potential impacts on

businesses and communities.

We manage this risk in the following ways:

•

The recommendations of the Task Force on Nature-related Financial Disclosures (TNFD)

provide a framework to help companies identify, assess, manage, and where appropriate,

disclose their nature-related risks and opportunities.

•

In 2024–2025, Keppel conducted an analysis of Keppel’s nature and biodiversity impacts

and dependencies, taking reference from the recommendations of TNFD.

•

Keppel’s Environmental Sustainability Policy, available online, includes our commitment

to practise good stewardship of the environment by protecting biodiversity and

avoiding deforestation.

•

We conduct Environmental Impact Assessments for major developments to determine and

mitigate their potential impact on the environment. In 2025, Keppel conducted an

Environmental Impact Analysis for our floating data centre project.

•

Keppel has also been monitoring and disclosing our carbon emissions, effluents, water

withdrawal, and waste generation, which are among TNFD’s core global metrics.

We will continue to monitor emerging regulatory requirements and international best

practices regarding nature and biodiversity, and further refine Keppel’s policies and

disclosures over time.

Nature-related disclosures

may increasingly be included

in regulatory requirements,

while stakeholders may

also pay growing attention

to Keppel’s disclosures.

Keppel operates mainly

in urban areas and most

of our activities and assets

have limited direct impact

on nature.

Proactive Management of Risks

Effective risk management is dynamic and encompasses the evaluation of both risks and opportunities. Our ERM Framework

enables us to respond to the ever-evolving economic environment, business demands and allows us to seize new

opportunities as they arise. Our forward-looking risk-sensing approach as well as deep-dive reviews of thematic risks

allow us to identify emerging risks and be able to put in place mitigating actions early. Emerging risks, where required,

are escalated and reported to the Board Risk Committee and where relevant, to the Board.

The emerging risks identified are:

111

Annual Report 2025

As a global asset manager and operator, we take a

holistic approach to compliance, focusing on both

regulatory and investment aspects.

As a global asset manager and operator, we take a

holistic approach that goes beyond just regulatory

compliance. It is critical to ensure our Fund Management

and Investment (FM&I) platforms and asset management

vehicles comply with the applicable laws, regulations

and licensing conditions in the various jurisdictions where

we operate, including Singapore. In addition, we place a

strong emphasis on the investment compliance across

our FM&I platforms and asset management vehicles to

ensure alignment with regulatory requirements and

investor expectations.

It is essential that our FM&I platforms operate in line

with their respective fund mandates, which includes

investment limits, restrictions, and governance

parameters. This ensures that our funds deliver on

their stated objectives and create value for investors

while meeting regulatory standards.

Being trusted is one of Keppel’s core values and we expect

our employees to carry out their duties and responsibilities

in an ethical manner and in compliance with applicable laws

and regulations in the countries where Keppel conducts

its business. We strive to be a reliable partner to investors,

customers and stakeholders.

We are clear with our strong tone on compliance which is

consistently emphasised by the Board and management and

across Keppel. We do not tolerate fraud, bribery, corruption

or any violation of laws and regulations. We strive to deliver

outstanding performance, whilst maintaining the highest

ethical standards in line with applicable laws and regulations.

112

KEPPEL LTD.

GOVERNANCE

Beyond Regulatory Compliance

COMPLIANCE FRAMEWORK

Our Compliance Framework is structured to align with our business needs and it incorporates appropriate control

systems to identify, address, and prevent compliance gaps. The Framework is anchored on six pillars.

GOVERNANCE STRUCTURE

Keppel’s compliance governance structure is designed to strengthen corporate governance and facilitate effective

implementation of compliance policies across all platforms and divisions in the various countries where they do business:

and communication programmes and provides inputs

to further enhance these programmes.

• Platforms and Divisions: Implement Keppel’s

Code of Conduct and Keppel’s compliance policies

and procedures, conduct risk assessments of material

compliance risks, and ensure control measures

implemented are practical, adequate and effective.

• R&C Business Partners: Embedded in each platform/

division, which includes Keppel’s listed real estate

investment trusts and business trust (Listed

Vehicles). They drive compliance programmes,

provide subject matter expertise, and ensure effective

risk management. They report to the respective

Audit and Risk Committees (where applicable) and

the Head of R&C – reinforcing independence and

credibility of Keppel’s compliance function.

• Board Risk Committee (BRC): Supports Keppel Board

in its oversight of risk and compliance matters and is

responsible for driving Keppel’s risk governance structure

and framework, IT governance and cybersecurity framework,

and compliance framework in line with relevant laws,

regulations and best practices. The Head of Risk &

Compliance (R&C) reports directly to the BRC Chairman

and administratively to CFO. The R&C function acts

as BRC Secretariat and supports the assessment and

reporting on compliance risks, controls and mitigation.

• Regulatory Compliance Management Committee (RCMC):

Chaired by CEO, with platform and division heads as

members and supported by the R&C function. It articulates

Keppel’s strong commitment to compliance, directs

and supports compliance policy development and

implementation, reviews Keppel’s compliance training

Compliance Framework

Culture

Policies &

Procedures

Training &

Communications

Key

Processes

Risk Assessment,

Review &

Monitoring

Resources

A strong compliance culture and mindset are essential

for the effectiveness and durability of our compliance

programme. Management sets the tone and leads

by example, embedding compliance across all

levels in Keppel. Anti-bribery, anti-corruption

and whistle-blowing/reporting mechanisms are

communicated globally.

Culture

Regular Keppel-wide communication and alerts on relevant

topical compliance issues, along with tone-from-the-top

messages from the CEO and the respective platform and

division heads, underscore our commitment to compliance

principles. We remain committed to initiatives that

strengthen a positive compliance-centric culture

in Keppel.

113

Annual Report 2025

The Code of Conduct sets out key

principles to guide staff in fulfilling

their duties with the highest standards

of business integrity.

Key compliance policies covering areas such as anti-

bribery, gifts and hospitality, dealing with third-party

associates (TPAs), donations and sponsorships, and

conflicts of interest are reviewed periodically to ensure

they are commensurate with business activities and

regulatory requirements across our global operations.

Unless jurisdictional regulatory requirements are

more stringent, these policies represent the baseline

compliance standards for Keppel, and are made available

and accessible to employees.

Compliance policies and procedures are continuously

enhanced based on risk assessments, considering

relevant international and industry standards, and

good corporate practices, with a focus on mitigating

corruption risks.

For FM&I platforms, including Capital Markets Services-

licensed fund managers and Listed Vehicles domiciled

in Singapore, the FM&I Compliance Manual sets out

regulatory obligations and incorporates Keppel’s

compliance policies along with other relevant procedures

to ensure adherence to applicable laws and guidelines in

Singapore. For operations outside Singapore, local laws

and regulations apply, and where these are stricter, the

overseas FM&I entities and Listed Vehicles comply with

the higher standard.

Keppel’s Code of Conduct

Keppel’s Code of Conduct applies to all our directors,

officers and employees who must acknowledge and

comply with the same. The Code of Conduct sets out key

principles to guide staff in fulfilling their duties with the

highest standards of business integrity. It encompasses

workplace and business conduct, including clear

provisions on prohibitions against bribery, corruption

and conflicts of interests amongst others. It is publicly

available on Keppel’s website and reinforced through

annual e-training.

Keppel enforces appropriate disciplinary actions, including

suspension/termination of employment, on any staff

found in violation of the Code of Conduct. Established

procedures are in place to handle breaches, ensuring

consistency and fairness across the organisation. Where

misconduct is discovered, measures are taken promptly to

cease the misconduct or irregularities, and remedy the

harm resulting from such misconduct.

Third parties who represent Keppel in business dealings,

including joint venture (JV) partners, are required to

comply with the applicable laws and regulations.

Global Anti-Bribery Policy

Keppel’s Global Anti-Bribery Policy (Anti-Bribery Policy)

prohibits the offering, promising or giving – directly,

indirectly or through third parties – any bribe, kickback,

illicit payment, facilitation payment, benefit in kind or any

other advantage to any government agencies, entities and

Policies & Procedures

officials, private sector customers, suppliers, contractors

or any other person or entity, as an inducement or

reward for improper performance or non-performance

of a function or activity.

The Anti-Bribery Policy and its related policies also set

out the procedures for the offering and receiving of

any gifts, hospitality, donations and sponsorships, and

the due diligence and approval processes for engaging

third parties such as JV partners, consortium members,

commercial agents, sales representatives, distributors,

who conduct business or provide services on behalf

of Keppel.

Anti-Money Laundering/Counter-Financing of

Terrorism (AML/CFT) Policy

Keppel’s AML/CFT policy sets out a risk-based approach to

identifying, mitigating, and managing money laundering,

terrorist financing and proliferation financing risks that

Keppel may face with its customers and the use of

Keppel’s products and services. This policy applies to

Keppel’s platforms and divisions and businesses/entities

that are not subject to specific AML/CFT regulatory

requirements by a competent authority.

The regulated FM&I entities and Listed Vehicles comply

with the Monetary Authority of Singapore’s (MAS) AML/CFT

regulatory requirements, as set out in the FM&I

Compliance Manual. Similarly, the licensed developer

entities within the Real Estate Division comply with the

Urban Redevelopment Authority’s AML/CFT regulations,

and follow the Division’s AML/CFT Programme for

Licensed Developers.

Sanctions Compliance Policy

Keppel maintains a Sanctions Compliance Policy that

establishes a risk-based programme designed to prevent

engagement in activities prohibited under applicable

sanctions or export controls, including those imposed

by Singapore, the United States, the United Nations, the

European Union, the United Kingdom, and other relevant

jurisdictions. The programme comprises the following

key elements:

a. Ongoing Risk Assessment – Evaluating potential

sanctions compliance risks, including areas of possible

interaction with sanctioned persons or jurisdictions;

b. Internal Controls – Implementing robust policies,

procedures, and reporting requirements to enforce this

Policy and mitigate key risks; and

c. Training – Delivering training to employees, particularly

those responsible for implementing the programme.

114

KEPPEL LTD.

GOVERNANCE

Beyond Regulatory Compliance

Under our AML/CFT policy, platforms and divisions conduct

standard due diligence on customers and JV partners, with

enhanced checks for those assessed as higher risk. We also

perform risk-based screening of counterparties for sanctions-

related risks. Where relevant, contracts include sanctions

and export control compliance clauses to ensure

counterparties comply with applicable laws and regulations.

In addition, Keppel performs appropriate compliance risk

assessments and due diligence on all potential investments

and divestments. For newly acquired entities where Keppel

has operational control, we implement key compliance

policies and procedures and deliver targeted training to

employees, senior management, and directors to ensure

alignment with Keppel’s compliance standards.

Other Processes

As part of our continuous review of compliance policies

and procedures, we ensure compliance oversight is

embedded in key processes such as gifts and hospitality,

sanctions monitoring, agent fees, donations and

sponsorships, and conflicts of interest. We also actively

leverage digital technologies and explore artificial

intelligence to enhance the effectiveness, value and

efficiency of our compliance processes.

Training is a key pillar of Keppel’s compliance framework.

Our programmes are tailored to specific audiences, including

country-specific groups, and reinforced through Keppel-wide

forums. We continually enhance our curriculum and

develop tailored content to meet diverse training needs

and requirements.

The annual e-learning training programme is available in

multiple languages and is mandatory for all Keppel directors,

officers and employees. The training covers the Code of

Conduct and key compliance principles, with modules

refreshed in 2025. Participants are required to acknowledge

their understanding of policies and declare any potential

or actual conflicts of interest. Additionally, multilingual

e-training on Keppel’s policies and key compliance

requirements is provided to consultants and higher-risk

TPAs who represent or act on Keppel’s behalf.

Training & Communications

Key Processes

Anti-Bribery Management System (ABMS)

In 2025, Keppel enhanced its ISO 37001 Anti-Bribery

Management System (ABMS) through a risk-based approach.

Key operating entities underwent external audits by an

accredited certification body, with certification structured

on a country-by-country basis for each Division, while other

entities were subject to assurance audits conducted mainly by

external consultants. Regular reviews and annual audit by the

external certification body ensure consistency and operational

effectiveness of our anti-bribery programme, and continuance

of the in-scope entities’ ISO 37001 ABMS certification.

The programme places strong emphasis on ethical standards

and the “tone at the top,” ensuring that leadership demonstrates

ethics and values that foster a robust compliance culture.

ISO 37001 processes also enhance risk assessment exercises,

providing systematic coverage and evaluations. All applicable

entities successfully completed the surveillance audits

required to maintain ISO 37001 certification or recertification.

Due Diligence

We apply a risk-based approach to assess compliance risks

in business dealings, including with joint venture partners and

TPAs. TPAs undergo background checks and where necessary,

contracts include anti-corruption provisions such as:

• Commitment to comply with applicable laws;

• Audit rights over the TPA’s books and records; and

• Termination rights for violations of compliance policies

or anti-corruption laws.

To enhance onboarding and monitoring, we continue to

improve our third-party risk management platform, which

standardises and automates due diligence processes across

Keppel for greater consistency, efficiency and transparency.

Beyond e-learning, specialised workshops and training

sessions are conducted for CMS licence holders and

appointed representatives to keep up to date with

regulatory obligations. These sessions also share industry

best practices, such as evolving AML/CFT approaches,

and provide updates on recent changes to MAS Notices

and guidelines.

Our training fosters a strong compliance culture and

equips employees with the knowledge to navigate

key aspects of their work. Competency-building sessions

keep staff updated on evolving practices and tools,

while management conferences and employee meetings

reinforce compliance priorities. Awareness is further

strengthened through regular communications

and publications on topical compliance areas such

as anti-bribery, sanctions, and AML.

We apply a risk-based approach to assess compliance risks in business dealings.

115

Annual Report 2025

We continuously enhance Keppel’s compliance resources

and framework to strengthen governance and risk

management. This enables the compliance team to

conduct independent risk assessments, identify and

mitigate key compliance risks effectively. Regular

engagements are held with all platforms and divisions

to review risk assessments, including compliance risks

specific to each business entity. Independent reviews

of compliance risks are performed as part of internal

audits, assessing the effectiveness of key aspects of

our compliance programmes. These reviews provide

valuable insights and opportunities to further refine our

processes and strengthen our compliance framework.

Beyond the annual statutory audits of our business

platforms and divisions, our regulated FM&I entities

domiciled in Singapore and regulated by MAS operate

under heightened regulatory supervision to ensure

adherence to licensing and compliance standards.

These external oversight measures are complemented

by annual audits conducted by Keppel’s Internal Audit

team, which assesses the adequacy and relevance

of internal controls. Furthermore, our regulated FM&I

entities maintain ongoing compliance through timely

reporting and disclosures to regulators, reinforcing our

commitment to meeting the local regulatory requirements.

Risk Assessment,

Review & Monitoring

We recognise the need for an experienced compliance team to provide trusted guidance and ensure

compliance programmes and controls are effectively implemented. The Board and management

remain committed to sustaining a strong compliance function by allocating adequate resources.

Resources

Independent reviews of compliance risks

are performed as part of internal audits,

assessing the effectiveness of key aspects

of our compliance programmes.

We continuously enhance Keppel’s compliance resources and framework to

strengthen governance and risk management.

116

KEPPEL LTD.

GOVERNANCE

Beyond Regulatory Compliance

FINANCIAL REPORT

Directors’ Statement

118

Independent Auditor’s Report

124

Balance Sheets

132

Consolidated Profit or Loss Account

133

Consolidated Statement of

Comprehensive Income

134

Consolidated Statement of Changes in Equity/

Statement of Changes in Equity

135

Consolidated Statement of Cash Flows

138

Notes to the Financial Statements

142

Significant Subsidiaries, Associated

Companies and Joint Ventures

222

OTHER INFORMATION

Interested Person Transactions

231

Key Executives

232

Major Properties

238

Group Five-Year Performance

243

Value-Added Statements

244

Share Performance

245

Shareholding Statistics

246

Notice of Annual General Meeting

and Closure of Books

247

Corporate Information

253

Financial Calendar

254

117

ANNUAL REPORT 2025

Directors’ Statement and Financial Statements

FINANCIAL REPORT

The Directors present their statement together with the audited consolidated financial statements of the Group, and balance

sheet and statement of changes in equity of the Company for the financial year ended 31 December 2025.

In the opinion of the Directors, the consolidated financial statements of the Group, and the balance sheet and statement of changes

in equity of the Company as set out on pages 132 to 230, are drawn up so as to give a true and fair view of the financial position of

the Group and of the Company as at 31 December 2025, and the financial performance, changes in equity and the cash flows of

the Group and changes in equity of the Company for the financial year then ended and at the date of this statement, there are

reasonable grounds to believe that the Company will be able to pay its debts when they fall due.

1.

DIRECTORS

The Directors of the Company in office at the date of this statement are:

Danny Teoh (Chairman)

Piyush Gupta (Deputy Chairman) (appointed on 1 July 2025)

Loh Chin Hua (Chief Executive Officer)

Tham Sai Choy

Penny Goh

Shirish Moreshwar Apte

Olivier Pascal Marius Blum

Jimmy Ng Hwee Kim

Ang Wan Ching

2.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises four independent non-executive Directors. Members of the

Committee are:

Tham Sai Choy (Chairman)

Penny Goh

Ang Wan Ching

Jimmy Ng Hwee Kim

The Audit Committee carried out its function in accordance with the Companies Act 1967, AC Guide issued by Singapore

Institute of Directors, Rule 1207(10) of the Listing Manual and Code of Corporate Governance, which include the following:

•

Reviewed financial statements and announcements relating to financial performance, and significant financial

reporting issues and judgments contained in them;

•

Reviewed and reported to the Board at least annually on the adequacy and effectiveness of financial, operational,

compliance and information technology controls, as well as risk management systems in relation to financial

reporting and other financial-related risks;

•

Reviewed the Board’s comment on the adequacy and effectiveness of the Group’s internal control systems and risk

management systems, and state whether it concurs with the Board’s comments; and if there are material weaknesses

identified in the Group’s internal control systems, to consider and recommend the necessary steps to be taken to

address them;

•

Reviewed the assurance from the CEO and CFO on the financial records and financial statements and the assurance

and steps taken by the CEO and other key management personnel who are responsible, regarding the adequacy and

effectiveness of the Group’s internal control systems;

•

Reviewed the adequacy, effectiveness, independence, scope and results of the internal and external auditors at least

annually and reported the Audit Committee’s assessment to the Board;

118

KEPPEL LTD.

Directors’ Statement

For the financial year ended 31 December 2025

FINANCIAL REPORT

•

Ensured that the Head of Internal Audit and external auditors have direct and unrestricted access to the Chairman of

the Audit Committee, and that they are able to meet separately and privately to discuss matters and concerns;

•

Monitored and assessed the role and effectiveness of the internal audit function, including the internal audit charter,

plans, activities (including consulting services), staffing, budget, resources and organisational structure of the internal

audit function;

•

Ensured that the internal audit function is adequately resourced and staffed with persons with the relevant

qualifications and experience, and has appropriate standing within the Company;

•

Reviewed audit plans and reports of the external auditors and on a periodic basis the internal auditors,

management’s responsiveness to any findings and recommendations to the extent set out/identified, and

effectiveness of any follow up actions taken;

•

Ensured that a Quality Assurance Review on internal audit function is independently conducted at least once every

five years;

•

Decided and approved the appointment, termination, evaluation and remuneration of the Head of Internal Audit, or

the accounting/auditing firm or corporation to which the internal audit function is outsourced;

•

Made recommendations to the Board on the proposals to the shareholders on the appointment, re-appointment and

removal of the external auditors, and approved the remuneration and terms of engagement of the external auditors;

•

Reviewed the nature and extent of non-audit services performed by external auditors;

•

Met with external auditors (without the presence of management and internal auditors) and internal auditors (without

the presence of management and external auditors), at least annually;

•

Oversee the establishment and operation of the whistleblowing process, including oversight of business ethics. Reviewed

the whistle-blower policy and the Company’s procedures for detecting and preventing fraud and corruption, and other

arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised,

independently investigated and appropriately followed up on;

•

Reviewed interested person transactions to ensure they are on normal commercial terms and are not prejudicial to

the interests of the Company or its minority shareholders, and determine methods or procedures for assessing that

the transaction prices are adequate for transactions to be carried out on normal commercial terms, and that they will

not prejudice the Company or its minority shareholders;

•

Investigated any matters within the Audit Committee’s purview, whenever it deemed necessary;

•

Perform such other functions as the Board may determine;

•

Reported to the Board on the Committee’s proceedings on significant issues and judgements that the Committee

considered in relation to the financial statements, and how these issues were addressed, the Committee’s assessments

on internal control and risk management systems, the internal audit function and external auditors, as well as any

material matters, findings and recommendations;

•

Ensured proper disclosure and reporting to shareholders on interested party transactions as required by the SGX

Listing Manual; and

•

Reviewed the Audit Committee’s terms of reference annually and recommended proposed changes to the Board

for approval.

The Audit Committee has recommended to the Board of Directors the nomination of PricewaterhouseCoopers LLP for

re-appointment as independent auditors and approved the remuneration and terms of engagement at the forthcoming

annual general meeting of the Company.

3.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES

Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose

object was to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures

in the Company or any other body corporate other than the Keppel Restricted Share Plan, Keppel Performance Share Plan,

Keppel Restricted Share Plan 2020, Keppel Performance Share Plan 2020 and Remuneration Shares to Directors of

the Company.

119

ANNUAL REPORT 2025

4.

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

According to the Register of Directors’ shareholdings kept by the Company for the purpose of Section 164 of the Companies

Act 1967, none of the Directors holding office at the end of the financial year had any interest in the shares and debentures

of the Company and related corporations, except as follows:

Holdings At

1.1.2025

31.12.2025

21.1.2026

Keppel Ltd.

(No. of ordinary shares)

Danny Teoh

195,825

229,825

229,825

Piyush Gupta

–

–

–

Loh Chin Hua

6,086,829

7,417,961

7,417,961

Loh Chin Hua (deemed interest)

38,500

38,500

38,500

Tham Sai Choy

188,570

199,570

199,570

Penny Goh

62,000

73,000

73,000

Shirish Moreshwar Apte

19,000

31,000

31,000

Olivier Pascal Marius Blum

9,000

16,000

16,000

Jimmy Ng Hwee Kim

10,000

19,000

19,000

Ang Wan Ching

4,000

13,000

13,000

(Unvested restricted shares to be delivered after 2022) 1

Loh Chin Hua

213,376

–

–

(Unvested restricted shares to be delivered after 2023) 

Loh Chin Hua

302,274

151,137

151,137

(Unvested restricted shares to be delivered after 2024) 

Loh Chin Hua

–

217,240

217,240

(Contingent award of performance shares issued in 2022 to be delivered after 2024) 2

Loh Chin Hua

400,000

–

–

(Contingent award of performance shares issued in 2023 to be delivered after 2024) 1,2

Loh Chin Hua

172,000

–

–

(Contingent award of performance shares issued in 2023 to be delivered after 2025) 2

Loh Chin Hua

450,000

450,000

450,000

(Contingent award of performance shares issued in 2024 to be delivered after 2026)2

Loh Chin Hua

450,000

450,000

450,000

(Contingent award of performance shares issued in 2025 to be delivered after 2027) 2

Loh Chin Hua

–

450,000

450,000

(Contingent award of performance shares – Transformation Incentive Plan issued in 2021 to

be delivered after 2025) 2

Loh Chin Hua

970,000

970,000

970,000

(Contingent award of performance shares – Transformation Incentive Plan issued in 2023 to

be delivered after 2025) 1,2

Loh Chin Hua

417,100

417,100

417,100

1 The unvested restricted shares and contingent award of performance shares include adjustments made on 27 March 2023 to certain unvested shares under the

Keppel Share Plans arising from the dividend in-specie of the Seatrium Limited shares (“Consideration Shares”) to the Company’s shareholders.

2 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to 150% of the

number stated.

120

KEPPEL LTD.

Directors’ Statement

For the financial year ended 31 December 2025

FINANCIAL REPORT

5.

SHARE PLANS OF THE COMPANY

The Keppel Performance Share Plan (“Keppel PSP”) and Keppel Restricted Share Plan (“Keppel RSP”) were approved by the

Company’s shareholders at the Extraordinary General Meeting of the Company on 23 April 2010.

At the Annual General Meeting held on 2 June 2020, the Company’s shareholders approved the adoption of the Keppel

Performance Share Plan 2020 (“Keppel PSP 2020”) and Keppel Restricted Share Plan 2020 (“Keppel RSP 2020”), replacing the

Keppel PSP and Keppel RSP respectively with effect from 2 June 2020. The Keppel PSP and Keppel RSP were terminated on

the same day. The termination of the Keppel PSP and Keppel RSP will not, however, affect awards granted prior to such

termination, whether such awards have been released (whether fully or partially) or not, which awards will continue to be

valid and be subject to the terms and conditions of the Keppel PSP and Keppel RSP.

Details of share plans awarded under the Keppel PSP, Keppel PSP-M1 Transformation Incentive Plan (“Keppel PSP-M1 TIP”),

Keppel PSP 2020, Keppel PSP 2020-Transformation Incentive Plan (“Keppel PSP 2020-TIP”) and Keppel RSP 2020-Deferred

Shares are disclosed in Note 3 to the financial statements and as follows:

Contingent awards:

Number of shares

Date of Grant

Balance at

1.1.2025

Contingent

awards

granted

Adjustment

upon release

Released

Cancelled

Balance at

31.12.2025

Keppel PSP-M1 TIP

17.2.2020

349,349

–

(212,928)

(136,421)

–

–

349,349

–

(212,928)

(136,421)

–

–

Keppel PSP 2020

29.4.2022

2,116,114

–

1,058,059

(3,174,173)

–

–

28.4.2023

1,711,606

–

–

–

(40,000)

1,671,606

30.4.2024

1,850,000

–

–

–

(40,000)

1,810,000

30.4.2025

–

1,860,000

–

–

(40,000)

1,820,000

5,677,720

1,860,000

1,058,059

(3,174,173)

(120,000)

5,301,606

Keppel PSP 2020-TIP

30.7.2021

12,062,851

–

–

–

(171,600)

11,891,251

29.4.2022

743,600

–

–

–

(228,800)

514,800

12,806,451

–

–

–

(400,400)

12,406,051

Awards:

Number of shares

Date of Grant

Balance at

1.1.2025

Awards

granted

Adjustment

upon release

Released

Cancelled

Balance at

31.12.2025

Keppel RSP 2020-Deferred Shares

25.2.2025

–

4,361,498

–

(4,361,498)

–

–

–

4,361,498

–

(4,361,498)

–

–

121

ANNUAL REPORT 2025

5.

SHARE PLANS OF THE COMPANY (continued)

Awards released but not vested:

Number of shares

Date of Grant

Balance at

1.1.2025

Released

Vested

Cancelled

Other

adjustments

Balance at

31.12.2025

Keppel PSP-M1 TIP

17.2.2020

–

136,421

(136,421)

–

–

–

–

136,421

(136,421)

–

–

–

Keppel PSP 2020

29.4.2022

–

3,174,173

(3,174,173)

–

–

–

–

3,174,173

(3,174,173)

–

–

–

Keppel RSP 2020-Deferred Shares

15.2.2022

4,416

–

–

(3,039)

–

1,377

08.2.2023

46,687

–

(46,687)

–

–

–

15.2.2023

2,083,532

–

(2,068,814)

(12,802)

–

1,916

01.3.2023

212,708

–

(212,708)

–

–

–

15.2.2024

3,269,897

–

(1,657,519)

(98,865)

–

1,513,513

25.2.2025

–

4,361,498

(1,479,292)

(129,330)

–

2,752,876

5,617,240

4,361,498

(5,465,020)

(244,036)

–

4,269,682

No Director of the Company received any contingent award of Shares granted under the Keppel RSP 2020 and Keppel PSP 2020

except for the following:

Contingent awards:

Contingent

awards

granted during

the financial

year

Contingent

awards

released

during the

financial year

Aggregate

awards

granted since

commencement

of plans to

the end of

financial year

Aggregate

other

adjustments

since

commencement

of plans to

the end of

financial year

Aggregate

awards

released since

commencement

of plans to

the end of

financial year

Aggregate

awards not

released as at

the end of

financial year

Keppel PSP 2020

Executive Director

Loh Chin Hua

450,000

(858,000)

2,115,000

875,925

(1,640,925)

1,350,000

Keppel PSP 2020-TIP

Executive Director

Loh Chin Hua

–

–

970,000

417,100

–

1,387,100

Awards:

Awards

granted

during the

financial year

Awards

released

during the

financial year

Aggregate

awards

granted since

commencement

of plans to

the end of

financial year

Aggregate

other

adjustments

since

commencement

of plans to

the end of

financial year

Aggregate

awards

released since

commencement

of plans to

the end of

financial year

Aggregate

awards not

released as at

the end of

financial year

Keppel RSP 2020-Deferred Shares

Executive Director

Loh Chin Hua

–

(325,859)

1,930,036

298,389

(2,228,425)

–

122

KEPPEL LTD.

Directors’ Statement

For the financial year ended 31 December 2025

FINANCIAL REPORT

Awards released but not vested:

Aggregate

awards

released since

commencement

of plans to

the end of

financial year

Aggregate

awards

vested since

commencement

of plans to

the end of

financial year

Aggregate

awards

released but

not vested as

at the end of

financial year

Keppel RSP 2020-Deferred Shares

Executive Director

Loh Chin Hua

2,228,425

(1,860,048)

368,377

Keppel PSP 2020

Executive Director

Loh Chin Hua

1,640,925

(1,640,925)

–

No Director or employee received 5% or more of the total number of contingent award of Shares granted during the

financial year and aggregated to date, except for the following:

Contingent

shares granted

during the

financial year

(%)

Aggregate

contingent

shares granted

to date

(%)

Executive Director

Loh Chin Hua

– Keppel Restricted Share Plan 2020 (“Keppel RSP 2020”) and Keppel Performance Share Plan 2020

(“Keppel PSP 2020”)

12.47

10.45

There is no contingent award of Shares granted to any of the Company’s controlling shareholders or their associates under

the Keppel RSP 2020 and Keppel PSP 2020.

6.

INDEPENDENT AUDITOR

The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.

On behalf of the Board

Danny Teoh

Loh Chin Hua

Chairman

Chief Executive Officer

Singapore

2 March 2026

123

ANNUAL REPORT 2025

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Our opinion

In our opinion, the accompanying consolidated financial statements of Keppel Ltd. (“the Company”) and its subsidiaries (“the Group”)

and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions

of the Companies Act 1967 (“the Act”), Singapore Financial Reporting Standards (International) (“SFRS(I)s”) and IFRS Accounting

Standards so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the

Company as at 31 December 2025 and of the consolidated financial performance, consolidated changes in equity and consolidated

cash flows of the Group and of the changes in equity of the Company for the financial year ended on that date.

What we have audited

The financial statements of the Company and the Group comprise:

•

the balance sheets of the Group and of the Company as at 31 December 2025;

•

the consolidated profit or loss account of the Group for the financial year then ended;

•

the consolidated statement of comprehensive income of the Group for the financial year then ended;

•

the consolidated statement of changes in equity of the Group for the financial year then ended;

•

the statement of changes in equity of the Company for the financial year then ended;

•

the consolidated statement of cash flows of the Group for the financial year then ended; and

•

the notes to the financial statements, including material accounting policy information.

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). 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 in accordance with the Accounting and Corporate Regulatory Authority Code of Professional

Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”), as applicable to audits of financial statements

of public interest entities, together with the ethical requirements that are relevant to audits of the financial statements of public

interest entities in Singapore. We have also fulfilled our other ethical responsibilities in accordance with these requirements and

the ACRA Code.

Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the accompanying

financial statements. In particular, we considered where management made subjective judgements; for example, in respect of

significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters

consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

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 for the financial year ended 31 December 2025. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

124

KEPPEL LTD.

Independent Auditor’s Report

to the Members of Keppel Ltd.

FINANCIAL REPORT

Key Audit Matter

How our audit addressed the Key Audit Matter

1. Impairment assessment of rigs

(Refer to Notes 2.25(b)(vii), 7 and 18 to the financial statements)

As of 31 December 2025, the Group owns rigs, comprising:

(i)

Fixed assets amounting to $3,119 million; and

(ii)

Stocks under work-in-progress (“WIP”) amounting

to $49 million.

In 2025, the Group recognised impairment of fixed assets and

provision for stocks of $25 million and $1 million respectively.

We focused on this area because significant judgement and

assumptions are required in:

(i)

estimating the recoverable amount of the fixed

assets; and

(ii)

estimating the net realisable value (“NRV”) of the stocks.

Fixed assets

An impairment assessment was performed on the rigs as

at 31 December 2025. Where the recoverable amount of the

rigs is determined to be less than their carrying amount,

an impairment loss will be recognised.

Management has considered the most likely outcome is for

the Group to complete the construction of the rigs and

charter them out to work with an operator. On this basis, the

recoverable amount of the rigs, is their Value-in-use (“VIU”).

The VIU was determined by estimating the discounted cash

flows (“DCF”) expected to be generated from chartering each

rig over its useful life. Management also adopted a similar

basis to estimate the NRV of the rigs classified as stocks.

Management engaged an independent professional firm to

assist in determination of the VIU of the rigs. In addition to

the independent professional firm responsible for estimating

the VIU, management engaged a separate industry expert

to provide a view of the market outlook, assumptions and

industry parameters used as inputs to the VIU calculations

of the rigs. The most significant inputs to the estimation of

the VIU include dayrates, cost assumptions, utilization rates,

discount rates and estimated commencement of deployment

of the assets.

Stocks

For the two encumbered Drilling Rig Units (“DRUs”) that were

built for Sete Brasil (“Sete”), management had also considered

possible outcomes in estimating the NRV of the DRUs, which

include the option of repossessing these uncompleted units,

complete the construction and charter out and option of

abandonment. The assessment of the likelihood of the

possible outcomes and their impact on the estimation of the

NRV of the DRUs require significant judgement and assumptions.

We reviewed management’s estimation of the recoverable

amount and NRV of the rigs. Our procedures included:

•

Evaluated the competency and capabilities of the

professional firm engaged by management to assess

the rigs’ VIU which was determined using the DCF

model. This included assessing the industry expert

who provided inputs used in the DCF calculations.

•

Held discussions with the independent professional

firm and industry expert to understand the approach

adopted in estimating the VIU of the rigs, including

market outlook and industry parameters.

•

Involved our valuation expert to assess the appropriateness

of the DCF calculations in determining the VIU of the

rigs, including the discount rates applied.

•

Validated the key inputs applied by management in

the DCF calculations of the rigs, including the estimated

cost of completing the construction of the uncompleted

rigs. We have assessed the total costs of completing the

construction of the rigs by agreeing to vendor agreements.

•

Reviewed management’s assessment of the NRV of

the DRUs and the consideration of the likelihood

and expected financial impact of the various possible

outcomes. In addition, we reviewed the estimated cost of

completing the construction of the rigs and cancellation

costs under the possible outcomes.

Based on our procedures, we found management’s key

judgements and estimation of the recoverable amount and

NRV of the rigs to be reasonable.

We also considered the adequacy of the disclosures in the

financial statements in respect of this matter and found

the disclosures in the financial statements in respect of the

key judgements and sources of estimation uncertainty to

be adequate.

125

ANNUAL REPORT 2025

Key Audit Matter

How our audit addressed the Key Audit Matter

2. Accounting for proposed sale of M1 Limited’s (“M1”) Telco

business and impairment assessment of goodwill relating

to the Technology Solutions and Services (“TSS”) business

(formerly the Information and Communications Technology

(“ICT”) business)

(Refer to Notes 2.25(b)(i), 10 and 38 to the financial statements)

On 11 August 2025, the Group entered into a share purchase

agreement to divest M1’s Telco business, subject to regulatory

approval and post-completion adjustments. The proposed

divestment excludes the TSS business which the Group will

retain. The proposed divestment has not been completed as

at 31 December 2025. Accordingly, the assets and liabilities

related to the Telco business had been presented in the

Group’s balance sheet as “Disposal group classified as held

for sale” and “Liabilities directly associated with disposal

group classified as held for sale”, and its results were

presented separately on the consolidated profit or loss

account as “Discontinued operations” for the financial year

ended 31 December 2025.

Following the classification of M1’s Telco business as a

disposal group held for sale, goodwill was allocated between

the Telco business and the retained TSS business based on

their relative fair values. Significant judgement was involved in

estimating the relative fair values from the point of classification

as held for sale, particularly in determining the appropriate

valuation methodology to be used. The relative fair values

were determined using a market-based valuation approach

with reference to market multiples.

Accordingly, goodwill of $790 million was allocated to the

Telco business and included in the carrying amount of the

disposal group, while $198 million of goodwill was retained

by the TSS business. The net assets of the Telco business are

measured at the lower of carrying amount and fair value less

costs to sell. As a result, an estimated loss on remeasurement

of $321 million was recognised, representing the excess of the

carrying amount of the disposal group, including the allocated

goodwill, over the estimated sale price less selling costs.

As at 31 December 2025, total goodwill allocated to the

TSS business as a cash generating unit (“CGU”) amounted

to $215 million, which includes goodwill arising from the

acquisition of ADG National Investment and Technology

Development Corp (“ADG”) during the year. An impairment

assessment was performed on the TSS CGU, with its recoverable

amount determined based on value in use (“VIU”), calculated

using a discounted cash flow model.

The assessment of the VIU of TSS business required significant

judgment in estimating the underlying assumptions including

the revenue growth rate, long term growth rate and discount

rate. Based on management’s assessment, no impairment loss

was recognised as the recoverable amount was estimated to

be higher than the carrying value (including goodwill) of the

TSS business.

We evaluated the appropriateness of management’s

accounting for the allocation of goodwill between the Telco

and TSS businesses, including whether the basis used to

determine the relative fair values of these two businesses.

We also reviewed the classification and measurement of the

Telco business as a disposal group held for sale, including

assessing whether the disposal group was appropriately

measured at the lower of carrying amount and fair value

less costs to sell.

For the impairment assessment on the goodwill attributable to

the TSS business as a CGU, we assessed the appropriateness

of the key assumptions and underlying management’s cash flow

projections used, including the revenue growth expectations,

long term growth rate and the discount rate, taking into account

economic and industry conditions relevant to the TSS business.

We considered whether the cash flow projections were

consistent with the approved business plan and involved our

valuation specialists to evaluate the valuation methodology

and the reasonableness of the long term growth rate and

discount rate applied. We also assessed the sensitivity of

the cash flow projections and related key assumptions to

reasonably possible changes, and the resulting impact on

the headroom over the carrying value of the TSS business,

including its associated goodwill.

Based on the procedures performed, we found the accounting

for the goodwill allocation and the measurement of the disposal

group held for sale to be appropriate. We were also satisfied

that management’s estimates and assumptions used in the

impairment assessment of the goodwill associated with the

TSS CGU were reasonable.

We also considered the adequacy of the disclosures in the

financial statements in respect of this matter. We found the

disclosures in the financial statements to be adequate.

126

KEPPEL LTD.

FINANCIAL REPORT

Independent Auditor’s Report

to the Members of Keppel Ltd.

Key Audit Matter

How our audit addressed the Key Audit Matter

3. Valuation of investment properties

(Refer to Notes 2.25(b)(iv) and 8 to the financial statements)

As at 31 December 2025, the Group owns a portfolio of

investment properties of $4,869 million comprising mainly

office buildings, hotels, retail malls and mixed-use

development projects, located primarily in China, Singapore,

Indonesia, Vietnam and India.

Investment properties are stated at their fair values

determined by independent professional property valuers.

We focused on this area as the valuation process involves

significant judgment in determining the appropriate valuation

methodology to be used, and in estimating the underlying

assumptions to be applied. The valuations are highly sensitive

to key assumptions applied such as the capitalisation rate,

discount rate, net initial yield and price of comparable plots

and properties.

We evaluated the qualifications and competence of the

independent professional property valuers. We found that the

valuers engaged by management are members of recognised

professional bodies for professional property valuers and they

possessed the requisite competency and experience to assist

management in the assessment of the valuations.

We considered the valuation methodologies used against

those applied by other valuers for similar property types in

determining the valuation of investment properties. We also

considered other alternative valuation methods. We found

the valuation methodologies used to be in line with generally

accepted market practices and the key assumptions used were

within the range of market data.

We tested the reliability of the projected cash inflows and

outflows used in the valuation against supporting lease

agreements, construction contracts and other documents.

We corroborated other inputs such as the capitalisation

rate, net initial yield, discount rate and price of comparable

plots used in the valuation methodology by comparing them

against historical rates and available industry data, taking into

consideration comparability and market factors. Where the

inputs were outside the expected range, we undertook further

procedures to understand the reasons for these and, where

necessary, held further discussions with the valuers.

We also considered the adequacy of the disclosures in the

financial statements, in describing the inherent degree of

subjectivity and key assumptions used in the estimates on

the valuation of investment properties, as we consider them

as likely to be significant to users of the financial statements

given the estimation uncertainty and sensitivity of the valuations.

We found the disclosures in the financial statements to

be adequate.

127

ANNUAL REPORT 2025

Key Audit Matter

How our audit addressed the Key Audit Matter

4. Valuation of properties held for sale

(Refer to Notes 2.25(b)(v) and 18 to the financial statements)

As at 31 December 2025, the Group has residential properties

held for sale of $968 million mainly in China, Singapore,

Indonesia and Vietnam.

Properties held for sale are stated at the lower of cost and net

realisable values. The determination of the carrying value and

whether to recognise any foreseeable losses for properties

held for sale is highly dependent on the estimated cost to

complete each development and the estimated selling price.

For certain development projects, fair values based on

independent valuation reports are used to determine the

net realisable value of these properties.

We focused on this area as significant judgment is required

in making estimates of future selling prices and the estimated

cost to complete the development project. In instances where

independent valuation reports are used, the valuation process

involves significant judgment in determining the appropriate

valuation methodology to be used, and in estimating the

underlying assumptions to be applied. The valuations are

highly sensitive to key assumptions applied in deriving the

discount rate and price of comparable plots and properties.

Continued unfavourable market conditions in certain markets

in which the Group operates might exert downward pressure

on transaction volumes and residential property prices. This

could lead to future trends in these markets departing from

known trends based on past experience. There is, therefore,

a risk that the estimates of carrying values at the date of these

financial statements exceed future selling prices, resulting in

losses when the properties are sold.

We found that, in making its estimates of future selling prices,

the Group took into account macroeconomic and real estate

price trend information in the estimates. Management applied

their knowledge of the business in their regular review of

these estimates.

We corroborated the Group’s forecast selling prices by comparing

the forecast selling price to, where available, recently transacted

prices and prices of comparable properties located in the same

vicinity as the properties held for sale.

We compared management’s budgeted total development

costs against underlying contracts with vendors and supporting

documents. We discussed with the project managers to

assess the reasonableness of estimated cost to complete

and corroborated the underlying assumptions made with our

understanding of past completed projects.

For projects where management has used independent

valuation reports as a basis to determine the net realisable

value, we evaluated the qualifications and competence of the

external valuers and considered the valuation methodologies

used against those applied by other valuers for similar property

type. We tested the reliability of inputs used in the valuation

and corroborated key inputs such as the discount rate and

price of comparable plots and properties used in the valuation

by comparing them against historical rates and available

industry data, taking into consideration comparability and

market factors. Where the inputs were outside the expected

range, we undertook further procedures to understand the

effect of additional factors and, when necessary, held further

discussions with the valuers.

We focused our work on development projects with slower

than expected sales or with low or negative margins. For

projects which are expected to sell below cost, we checked

the computations of the foreseeable losses.

We also considered the adequacy of the disclosures in

the financial statements, in describing the allowance for

foreseeable losses made for properties held for sale.

Based on our procedures, we were satisfied that management’s

estimates and assumptions were reasonable. We also

found the related disclosures in the financial statements

to be adequate.

128

KEPPEL LTD.

FINANCIAL REPORT

Independent Auditor’s Report

to the Members of Keppel Ltd.

Key Audit Matter

How our audit addressed the Key Audit Matter

5. Revenue recognition based on measurement of progress

towards performance obligation

(Refer to Notes 2.25(b)(ii), 24 and 26 to the financial statements)

During the financial year, the Group recognised $359 million of

revenue from continuing operations from long-term

engineering contracts (“construction contracts”). The Group

recognises revenue over time by reference to the Group’s

progress towards completing the construction of the

contract work.

The stage of completion was measured by reference to the

proportion of contract costs incurred to date to the estimated

total contract costs.

When it is probable that the costs of a contract will exceed the

contract revenue, the expected loss is recognised as an

expense immediately. As at 31 December 2025, management

assessed that for some projects, total contract costs of each

project would exceed the total contract sum. Costs yet to be

incurred for these projects as at 31 December 2025 had been

included in provision for onerous contracts amounting to

$12 million as presented in Note 24.

We focused on this area because of the significant management

judgment required in:

•

the estimation of the expected completion dates of the

contracts, including expectations of any potential

delays; and

•

the estimation of total costs on the contracts, including

contingencies that could arise from variations to original

contract terms, and claims.

In respect of construction contracts where progress was

measured based on the proportion of contract costs incurred

to date to the estimated total contract costs, we evaluated the

effectiveness of management’s controls over the estimation of

total costs and assessed the reasonableness of key inputs in

the cost estimation. We tested the appropriateness of estimated

costs by comparing these against actual costs incurred.

We then recomputed the revenues recognised for the current

financial year based on the respective percentage of completion

and traced these to the accounting records.

In relation to total contracts costs, we:

•

validated costs incurred by tracing to supplier invoices

or subcontractor progress billings;

•

reviewed management’s estimates of cost-to-complete

for projects that were in-progress at the year end, by

agreeing the costs to quotations and contracts entered

for subcontracting costs and reviewing the estimation

of construction costs with reference to the remaining

activities of the projects, including the consideration for

the expectation of potential delays and cost escalations; and

•

reviewed claims from suppliers and subcontractors and

traced to the recording of the costs.

We assessed the need for provision for liquidated damages

via discussions with management and project managers and

examination of project documentation.

We also considered the adequacy of the Group’s disclosures in

respect of this matter.

Based on our procedures, we found assumptions made in the

measurement of the progress of construction contracts and

the estimation of total contract costs to be reasonable. We also

found the disclosures in the financial statements to be adequate.

129

ANNUAL REPORT 2025

Other information

Management is responsible for the other information. The other information comprises the “Directors’ Statement” (but does not

include the financial statements and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report,

and the other sections of the Keppel Ltd. Annual Report 2025 (“the Other Sections”), which are expected to be made available to

us after that date.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and,

in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

When we read the Other Sections, if we conclude that there is a material misstatement therein, we are required to communicate

the matter to the directors and take appropriate actions in accordance with SSAs.

Responsibilities of management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the

provisions of the Act, SFRS(I)s and IFRS Accounting Standards, and for devising and maintaining a system of internal accounting

controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition;

and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair

financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’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 management

either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

130

KEPPEL LTD.

FINANCIAL REPORT

Independent Auditor’s Report

to the Members of Keppel Ltd.

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 SSAs 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.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout

the audit. We also:

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide

a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on

the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether

the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

•

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are

responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We

remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant

audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,

and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the

financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations

incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditor’s report is Lam Hock Choon.

PricewaterhouseCoopers LLP

Public Accountants and Chartered Accountants

Singapore

2 March 2026

131

ANNUAL REPORT 2025

The accompanying notes form an integral part of these financial statements.

GROUP

COMPANY

Note

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Share capital

3

1,305,668

1,305,668

1,305,668

1,305,668

Treasury shares

3

(153,693)

(96,082)

(153,693)

(96,082)

Reserves

4

9,310,617

9,544,611

6,392,326

6,447,016

Share capital & reserves

10,462,592

10,754,197

7,544,301

7,656,602

Perpetual securities

5

401,521

401,521

401,521

401,521

Non–controlling interests

6

322,067

269,943

–

–

Total equity

11,186,180

11,425,661

7,945,822

8,058,123

Represented by:

Fixed assets

7

3,680,730

4,236,095

924

1,779

Investment properties

8

4,868,629

5,331,793

–

–

Right-of-use assets

9

172,645

215,723

1,435

4,923

Intangibles

10

408,417

1,501,570

–

–

Subsidiaries

11

–

–

7,578,905

7,933,797

Associated companies and joint ventures

12

7,605,122

7,114,144

–

–

Investments

13

1,738,224

1,744,887

20,211

17,483

Deferred tax assets

14

89,059

85,219

–

–

Derivative assets

44,754

93,837

33,709

81,007

Contract assets

15

1,623

17,030

–

–

Long term assets

17

715,787

698,959

131,830

182,100

19,324,990

21,039,257

7,767,014

8,221,089

Current assets

Stocks

18

1,098,617

1,923,662

–

–

Contract assets

15

238,614

349,126

–

–

Amounts due from:

– subsidiaries

19

–

–

10,489,321

9,068,794

– associated companies and joint ventures

19

463,824

258,517

150

80

Debtors

20

1,473,466

1,624,727

47,303

28,361

Derivative assets

4,582

10,450

1,456

3,087

Short term investments

21

112,126

151,082

94,159

147,895

Bank balances, deposits & cash

22

2,309,407

2,301,533

6,138

274,831

5,700,636

6,619,097

10,638,527

9,523,048

Disposal group and assets classified as held for sale

38

2,062,191

–

–

–

7,762,827

6,619,097

10,638,527

9,523,048

Current liabilities

Creditors

23

2,383,827

2,730,241

95,055

95,514

Derivative liabilities

40,897

64,851

9,793

52,658

Contract liabilities

15

83,652

49,821

–

–

Provisions

24

120,174

138,420

–

–

Amounts due to:

– subsidiaries

19

–

–

241,471

184,010

– associated companies and joint ventures

19

169,582

94,999

2,237

472

Term loans

25

1,906,467

1,389,004

1,457,963

1,098,473

Lease liabilities

12,632

37,615

1,062

4,188

Taxation

30

242,891

266,093

4,357

9,900

4,960,122

4,771,044

1,811,938

1,445,215

Liabilities directly associated with disposal group and assets classified

as held for sale

38

818,592

–

–

–

5,778,714

4,771,044

1,811,938

1,445,215

Net current assets

1,984,113

1,848,053

8,826,589

8,077,833

Non–current liabilities

Term loans

25

9,409,036

10,509,001

8,493,628

8,161,900

Lease liabilities

107,826

136,528

–

781

Deferred tax liabilities

14

323,529

419,607

198

333

Derivative liabilities

161,564

63,694

125,799

49,629

Other non–current liabilities

23

120,968

332,819

28,156

28,156

10,122,923

11,461,649

8,647,781

8,240,799

Net assets

11,186,180

11,425,661

7,945,822

8,058,123

132

KEPPEL LTD.

FINANCIAL REPORT

Balance Sheets

As at 31 December 2025

The accompanying notes form an integral part of these financial statements.

Note

2025

$’000

2024*

$’000

Continuing operations

Revenue

26

5,982,987

5,784,058

Materials, subcontract and other costs

(4,237,364)

(4,304,734)

Staff costs

27

(629,232)

(592,870)

Depreciation and amortisation

(170,483)

(85,220)

Expected credit loss on financial assets

28

(11,102)

(8,162)

Other operating income – net

187,715

352,576

Operating profit

28

1,122,521

1,145,648

Investment income

29

40,734

60,637

Interest income

29

117,332

81,889

Interest expenses

29

(420,819)

(402,388)

Share of results of associated companies and joint ventures

457,520

158,621

Profit before tax

1,317,288

1,044,407

Taxation

30

(305,687)

(231,038)

Profit from continuing operations for the year

1,011,601

813,369

Discontinued operations

38

Profit/(loss) from discontinued operations, net of tax

(270,147)

160,845

Profit for the year

741,454

974,214

Attributable to:

Shareholders of the Company:

– from continuing operations

1,016,287

787,818

– from discontinued operations

(227,779)

152,334

788,508

940,152

Perpetual securities holders

11,600

11,568

Non-controlling interests

6

(58,654)

22,494

741,454

974,214

Earnings per ordinary share

31

– basic

43.5 cts

52.3 cts

– diluted

43.1 cts

51.7 cts

Earnings per ordinary share – Continuing operations

31

– basic

56.0 cts

43.8 cts

– diluted

55.6 cts

43.4 cts

* Comparative information has been re-presented due to a discontinued operation (Note 38).

133

ANNUAL REPORT 2025

Consolidated Profit or Loss Account

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

2025

$’000

2024*

$’000

Profit for the year

741,454

974,214

Items that may be reclassified subsequently to profit or loss account:

Cash flow hedges

– Fair value changes arising during the year, net of tax

(220,043)

89,940

– Realised and transferred to profit or loss account

73,530

(84,804)

Foreign exchange translation

– Exchange differences arising during the year

(196,763)

(39,180)

– Realised and transferred to profit or loss account

80,578

18,745

Share of other comprehensive income of associated companies and joint ventures

– Cash flow hedges

(21,941)

(25,816)

– Foreign exchange translation

(108,901)

(39,581)

(393,540)

(80,696)

Items that will not be reclassified subsequently to profit or loss account:

Financial assets, at FVOCI

– Fair value changes arising during the year

21,557

(71,560)

Foreign exchange translation

– Exchange differences arising during the year

(3,939)

(3,074)

Share of other comprehensive income of associated companies and joint ventures

– Financial assets, at FVOCI

(482)

635

17,136

(73,999)

Other comprehensive loss for the year, net of tax

(376,404)

(154,695)

Total comprehensive income for the year

365,050

819,519

Attributable to:

Shareholders of the Company:

– from continuing operations

643,786

680,445

– from discontinued operations

(227,779)

108,106

416,007

788,551

Perpetual securities holders

11,600

11,568

Non-controlling interests

(62,557)

19,400

365,050

819,519

* Comparative information has been re-presented due to a discontinued operation (Note 38).

134

KEPPEL LTD.

Consolidated Statement of Comprehensive Income

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

Attributable to owners of the Company

Share

Capital

$’000

Treasury

Shares

$’000

Capital

Reserves

$’000

Revenue

Reserves

$’000

Foreign

Exchange

Translation

Account

$’000

Share

Capital &

Reserves

$’000

Perpetual

Securities

$’000

Non-

controlling

Interests

$’000

Total

Equity

$’000

GROUP

2025

As at 1 January 2025

1,305,668

(96,082)

45,003

10,337,915

(838,307)

10,754,197

401,521

269,943

11,425,661

Total comprehensive

income for the year

Profit for the year

–

–

–

788,508

–

788,508

11,600

(58,654)

741,454

Other comprehensive

income*

–

–

(147,415)

–

(225,086)

(372,501)

–

(3,903)

(376,404)

Total comprehensive

income for the year

–

–

(147,415)

788,508

(225,086)

416,007

11,600

(62,557)

365,050

Transactions with

owners, recognised

directly in equity

Contributions by and

distributions to owners

Dividends paid (Note 32)

–

–

–

(616,954)

–

(616,954)

–

–

(616,954)

Share-based payment

–

–

43,496

–

–

43,496

–

–

43,496

Dividend paid to

non-controlling

shareholders

–

–

–

–

–

–

–

(18,798)

(18,798)

Purchase of

treasury shares

–

(115,995)

–

–

–

(115,995)

–

–

(115,995)

Treasury shares reissued

pursuant to share plans

–

58,384

(58,384)

–

–

–

–

–

–

Transfer of statutory,

capital and other

reserves from

revenue reserves

–

–

9,755

(9,755)

–

–

–

–

–

Contribution by

non-controlling

shareholders

–

–

–

–

–

–

–

87,239

87,239

Distribution paid

to perpetual

securities holders

–

–

–

–

–

–

(11,600)

–

(11,600)

Other adjustments

–

–

(7,990)

(200)

–

(8,190)

–

7,424

(766)

Total contributions

by and distributions

to owners

–

(57,611)

(13,123)

(626,909)

–

(697,643)

(11,600)

75,865

(633,378)

Changes in ownership

interests in subsidiaries

Acquisition of subsidiary

–

–

–

–

–

–

–

7,855

7,855

Acquisition of additional

interest in subsidiaries

–

–

(12,883)

–

–

(12,883)

–

12,454

(429)

Disposal of interest in

subsidiaries

–

–

–

–

–

–

–

17,949

17,949

Dilution of interest in

subsidiary without

loss of control

–

–

2,674

(2,075)

2,315

2,914

–

558

3,472

Total change in

ownership interests

in subsidiaries

–

–

(10,209)

(2,075)

2,315

(9,969)

–

38,816

28,847

Total transactions

with owners

–

(57,611)

(23,332)

(628,984)

2,315

(707,612)

(11,600)

114,681

(604,531)

As at 31 December 2025

1,305,668

(153,693)

(125,744)

10,497,439

(1,061,078)

10,462,592

401,521

322,067

11,186,180

* Details of other comprehensive income have been included in the consolidated statement of comprehensive income.

135

ANNUAL REPORT 2025

Consolidated Statement of Changes in Equity

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

Attributable to owners of the Company

Share

Capital

$’000

Treasury

Shares

$’000

Capital

Reserves

$’000

Revenue

Reserves

$’000

Foreign

Exchange

Translation

Account

$’000

Share

Capital &

Reserves

$’000

Perpetual

Securities

$’000

Non-

controlling

Interests

$’000

Total

Equity

$’000

GROUP

2024

As at 1 January 2024

1,305,668

(387,316)

196,079

9,971,301

(778,291)

10,307,441

401,521

307,598

11,016,560

Total comprehensive

income for the year

Profit for the year

–

–

–

940,152

–

940,152

11,568

22,494

974,214

Other comprehensive

income*

–

–

(91,585)

–

(60,016)

(151,601)

–

(3,094)

(154,695)

Total comprehensive

income for the year

–

–

(91,585)

940,152

(60,016)

788,551

11,568

19,400

819,519

Transactions with

owners, recognised

directly in equity

Contributions by and

distributions to owners

Dividends paid (Note 32)

–

–

–

(608,092)

–

(608,092)

–

–

(608,092)

Share-based payment

–

–

51,940

–

–

51,940

–

–

51,940

Dividend paid to

non-controlling

shareholders

–

–

–

–

–

–

–

(26,425)

(26,425)

Treasury shares reissued

pursuant to share plans

–

82,843

(82,843)

–

–

–

–

–

–

Treasury shares reissued

pursuant to acquisition

(Note 12)

–

208,391

6,031

–

–

214,422

–

–

214,422

Transfer to

revenue reserves

–

–

(34,554)

34,554

–

–

–

–

–

Contribution by

non-controlling

shareholders

–

–

–

–

–

–

–

14,421

14,421

Distribution paid

to perpetual

securities holders

–

–

–

–

–

–

(11,568)

–

(11,568)

Contributions to defined

benefits plans

–

–

(65)

–

–

(65)

–

119

54

Total contributions

by and distributions

to owners

–

291,234

(59,491)

(573,538)

–

(341,795)

(11,568)

(11,885)

(365,248)

Changes in ownership

interests in subsidiaries

Disposal of interest in

subsidiaries

–

–

–

–

–

–

–

(45,170)

(45,170)

Total change in

ownership interests

in subsidiaries

–

–

–

–

–

–

–

(45,170)

(45,170)

Total transactions

with owners

–

291,234

(59,491)

(573,538)

–

(341,795)

(11,568)

(57,055)

(410,418)

As at 31 December 2024

1,305,668

(96,082)

45,003

10,337,915

(838,307)

10,754,197

401,521

269,943

11,425,661

* Details of other comprehensive income have been included in the consolidated statement of comprehensive income.

136

KEPPEL LTD.

Consolidated Statement of Changes in Equity

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

Attributable to owners of the Company

Share

Capital

$’000

Treasury

Shares

$’000

Capital

Reserves

$’000

Revenue

Reserves

$’000

Share

Capital &

Reserves

$’000

Perpetual

Securities

$’000

Total

$’000

COMPANY

2025

As at 1 January 2025

1,305,668

(96,082)

162,295

6,284,721

7,656,602

401,521

8,058,123

Total comprehensive income

for the year

Profit for the year

–

–

–

574,425

574,425

11,600

586,025

Other comprehensive income

–

–

2,727

–

2,727

–

2,727

Total comprehensive income

for the year

–

–

2,727

574,425

577,152

11,600

588,752

Transactions with owners,

recognised directly in equity

Dividends paid (Note 32)

–

–

–

(616,954)

(616,954)

–

(616,954)

Share-based payment

–

–

43,496

–

43,496

–

43,496

Purchase of treasury shares

–

(115,995)

–

–

(115,995)

–

(115,995)

Treasury shares reissued pursuant

to share plans

–

58,384

(58,384)

–

–

–

–

Distribution paid to perpetual

securities holders

–

–

–

–

–

(11,600)

(11,600)

Total transactions with owners

–

(57,611)

(14,888)

(616,954)

(689,453)

(11,600)

(701,053)

As at 31 December 2025

1,305,668

(153,693)

150,134

6,242,192

7,544,301

401,521

7,945,822

2024

As at 1 January 2024

1,305,668

(387,316)

187,697

6,157,804

7,263,853

401,521

7,665,374

Total comprehensive income

for the year

Profit for the year

–

–

–

735,009

735,009

11,568

746,577

Other comprehensive income

–

–

(530)

–

(530)

–

(530)

Total comprehensive income

for the year

–

–

(530)

735,009

734,479

11,568

746,047

Transactions with owners,

recognised directly in equity

Dividends paid (Note 32)

–

–

–

(608,092)

(608,092)

–

(608,092)

Share-based payment

–

–

51,940

–

51,940

–

51,940

Treasury shares reissued

pursuant to share plans

–

82,843

(82,843)

–

–

–

–

Treasury shares reissued

pursuant to acquisition (Note 12)

–

208,391

6,031

–

214,422

–

214,422

Distribution paid to perpetual

securities holders

–

–

–

–

–

(11,568)

(11,568)

Total transactions with owners

–

291,234

(24,872)

(608,092)

(341,730)

(11,568)

(353,298)

As at 31 December 2024

1,305,668

(96,082)

162,295

6,284,721

7,656,602

401,521

8,058,123

137

ANNUAL REPORT 2025

Statement of Changes in Equity

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

Note

2025

$’000

2024

$’000

Operating Activities

Operating profit

864,789

1,323,313

Adjustments:

Depreciation and amortisation

244,308

207,516

Share-based payment expenses

45,684

53,906

Gain on sale of fixed assets and investment properties

(896)

(7,799)

Gain on disposal of subsidiaries

B

(140,959)

(116,458)

Gain on disposal of a business

–

(2,301)

Gain on disposal of associated companies and joint ventures

(84,608)

(1,251)

Gain on sale of interests in associated companies and joint ventures

(32,201)

(443)

Impairment/write-off of right-of-use assets, intangible assets and fixed assets

334,762

25,032

Impairment of joint ventures

37,119

17,970

Fair value (gain)/loss on investment properties

30,264

(342,344)

Gain from change in interest in associated companies

(6,149)

(37,604)

Fair value gain on investments, associated companies and joint ventures

(45,198)

(58,383)

Net fair value loss on notes receivables

–

19,162

Gain from reclassification of an associated company to investment carried at fair value through profit or loss

–

(12,711)

Fair value gain on remeasurement of previously held interest upon acquisition of a subsidiary

(6,629)

–

Fair value (gain)/loss on remeasurement of remaining interest in a joint venture

(169,180)

17,430

Remeasurement loss on assets held for sale

26,005

–

Unrealised foreign exchange differences

(131,913)

12,115

Operational cash flow before changes in working capital

965,198

1,097,150

Working capital changes:

Stocks

373,709

198,091

Contract assets

58,328

49,605

Debtors

(74,901)

(116,363)

Creditors

(115,124)

(281,233)

Contract liabilities

37,799

(116,731)

Trade amount due from associated companies and joint ventures

2,075

13,425

1,247,084

843,944

Interest received

117,332

81,889

Interest paid

(430,493)

(409,406)

Net income taxes paid, net of refunds received

(272,375)

(316,084)

Net cash from operating activities

661,548

200,343

Investing Activities

Acquisition of subsidiaries

A

(459,094)

940,201

Acquisition and further investment in associated companies and joint ventures

(599,120)

(399,130)

Acquisition of fixed assets, investment properties, intangible assets and investments

(513,879)

(611,418)

Disposal of subsidiaries

B

496,375

(27,175)

Disposal of a business

–

2,002

Proceeds from disposal of fixed assets, investment properties, and investments

157,867

128,710

Proceeds from disposal of associated companies and joint ventures and return of capital

219,836

287,367

Amounts due to associated companies, joint ventures and other advances/deposits

(35,379)

(48,814)

Repayment received from notes receivables

–

71,288

Deposit received from divestment of a subsidiary

9,364

7,472

Dividends received from investments, associated companies and joint ventures

438,018

350,431

Net cash (used in)/from investing activities

(286,012)

700,934

138

KEPPEL LTD.

Consolidated Statement of Cash Flows

For the financial year ended 31 December 2025

FINANCIAL REPORT

The accompanying notes form an integral part of these financial statements.

Note

2025

$’000

2024

$’000

Financing Activities

Acquisition of additional interest in subsidiaries

2,485

–

Proceeds from non-controlling shareholders of subsidiaries

87,797

14,421

Proceeds from term loans

7,009,978

4,960,280

Repayment of term loans

(6,708,457)

(4,217,338)

Principal element of lease payments

(80,004)

(40,019)

Dividend paid to shareholders of the Company

(616,954)

(608,092)

Dividend paid to non-controlling shareholders of subsidiaries

(18,798)

(26,425)

Net advances from non-controlling shareholders of certain subsidiaries and other parties

125,076

65,345

Distribution to perpetual securities holders

(11,600)

(11,568)

Purchase of treasury shares

(115,995)

–

Net cash (used in)/from financing activities

(326,472)

136,604

Net increase in cash and cash equivalents

49,064

1,037,881

Cash and cash equivalents as at beginning of year

2,291,009

1,265,091

Effects of exchange rate changes on the balance of cash held in foreign currencies

(23,173)

(11,963)

Cash and cash equivalents as at end of year

C

2,316,900

2,291,009

Reconciliation of liabilities arising from financing activities

Non-cash changes

1 January

$’000

Net

proceeds/

(payment)

of principal

$’000

Addition

during

the year

$’000

Disposal of a

business and

subsidiaries

$’000

Acquisition of

sub-

sidiaries

$’000

Presented as

liabilities

directly

associated

with assets

classified as

held for sale

(Note 38)

$’000

Foreign

exchange

movement

$’000

Others

$’000

31 December

$’000

2025

Term loans

11,898,005

301,521

–

(188,571)

217,501

(727,422)

(185,531)

–

11,315,503

Lease liabilities

174,143

(80,004)

61,463

–

16,641

(51,190)

(595)

–

120,458

Advances from

non-controlling

shareholders

352,081

(1,920)

–

(191,928)

–

–

(2,583)

2,984

158,634

2024

Term loans

10,959,638

742,942

–

–

182,394

–

13,031

–

11,898,005

Lease liabilities

179,463

(40,019)

40,950

(5,375)

–

–

(876)

–

174,143

Advances from

non-controlling

shareholders

282,742

65,345

–

–

–

–

659

3,335

352,081

139

ANNUAL REPORT 2025

The accompanying notes form an integral part of these financial statements.

Notes to consolidated statement of cash flows

A.

Acquisition of subsidiaries

During the financial years, net assets of subsidiaries acquired at their fair values were as follows:

2025

$’000

2024

$’000

Fixed assets

253,746

3,283,008

Investment properties

133,441

345,590

Right-of-use assets

874

–

Intangibles

223,423

–

Associated companies and joint ventures

13,034

3,212

Investments

12,013

–

Stocks

19,068

52,673

Debtors and other assets

117,254

30,995

Bank balances and cash

36,227

1,088,911

Creditors and other liabilities

(164,918)

(128,907)

Provisions

–

(100,903)

Borrowings and lease liabilities

(234,141)

(182,394)

Current and deferred taxation

(5,063)

(24,988)

Total identifiable net assets at fair value

404,958

4,367,197

Non-controlling interests consolidated

(7,855)

–

Amount previously accounted for as associated companies or joint ventures

(59,406)

–

Goodwill on consolidation (Note 10)

159,208

–

Total purchase consideration

496,905

4,367,197

Less: Non-cash purchase consideration (Note 39)

–

(4,218,487)

Less: Proceeds payable

(1,584)

–

Less: Bank balances and cash acquired

(36,227)

(1,088,911)

Cash outflow/(inflow) on acquisition

459,094

(940,201)

During the year, acquisition of subsidiaries relates to the acquisitions of 100% stake in Global Marine Group, 70% stake in

ADG National Investment and Technology Development Corp (“ADG”), remaining 50% stake of Watermark Retirement

Communities LLC (“WRC”) and 50% stake of certain affiliates of WRC (collectively known as “Watermark Platform”) and 100%

stake in Silverio Developers Pte Ltd.

In 2024, acquisitions relate to the completion of a selective capital reduction (“SCR”) undertaken by Rigco Holding Pte. Ltd.

(“Rigco”), acquisition of 100% interest in RMZ Infinity (Chennai) Private Limited (“RICPL”), Bogor DC Investment Pte. Ltd.

(“Bogor DC”) and Dubnium DC Pte. Ltd. (“Dubnium DC”).

140

KEPPEL LTD.

Consolidated Statement of Cash Flows

For the financial year ended 31 December 2025

FINANCIAL REPORT

B.

Disposal of subsidiaries

During the financial years, the book values of net assets of subsidiaries disposed were as follows:

2025

$’000

2024

$’000

Fixed assets

(304,961)

(16,017)

Investment properties

(368,739)

(264,075)

Right-of-use assets

(11,337)

–

Intangibles

(190,595)

–

Associated companies and joint ventures

(397,537)

–

Stocks

(501,898)

–

Debtors and other assets

(193,605)

(2,221)

Amount due to associated companies and joint ventures

(3,437)

–

Bank balances and cash

(68,361)

(49,169)

Disposal group classified as held for sale

–

(365,613)

Creditors and other liabilities

749,122

910

Borrowings and lease liabilities

481,466

–

Liabilities directly associated with disposal group classified as held for sale

–

377,769

Current and deferred taxation

28,611

47,664

Non-controlling interests deconsolidated

(17,949)

45,170

Goodwill deconsolidated

(84,410)

–

Net assets disposed

(883,630)

(225,582)

Net gain on disposal

(140,959)

(8,352)

Remeasurement loss on assets held for sale

26,005

–

Amount accounted for as associated company

495,325

192,425

Realisation of cashflow hedge reserve

(2,976)

(12,156)

Realisation of foreign currency translation reserve

(78,936)

(5,841)

Sale proceeds

(585,171)

(59,506)

Less: Bank balances and cash disposed

68,361

49,169

Less: Proceeds receivable

–

41,213

Less: Deferred proceeds received

(8,976)

(3,701)

Less: Withholding tax

29,411

–

Cash (inflow)/outflow on disposal

(496,375)

27,175

During the year, disposal of subsidiaries relates to divestment of Keppel Prince Engineering Pty Ltd, partial divestment of

30% equity stake in Tianjin Fulong Property Development Co., Ltd (“Fulong”) which resulted in a loss of control of Fulong,

partial divestment of 70% equity stake in Saigon Sports City, 100% equity stake in Chennai Business Tower Private Limited

and the deemed disposal of Global Marine Group and Cloud Alpha Pte. Ltd.

In connection with the divestment of Fulong, Fulong has extended an interest-bearing loan to the buyer amounting to

$72,196,000. See Note 17 on Long Term Assets.

In 2024, disposal of subsidiaries relates to the divestment of Keppel Digi Pte. Ltd., disposal of Marina East Water Pte. Ltd. (“MEW”)

as well as the change in effective interest in Keppel Land Watco-IV Company Limited, and Keppel Land Watco-V Company Limited

to 68%. The Group also received deferred proceeds from the disposal of Willowville Pte Ltd in 2023. Included in net gain on

disposal in 2024 is a non-cash writeback of $108,106,000 arising from certain cost provisions and claim receivable (Note 38).

C.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks. Cash and cash equivalents in the consolidated

statement of cash flows comprise the following balance sheet amounts:

2025

$’000

2024

$’000

Bank balances, deposits and cash

2,309,407

2,026,782

Disposal group classified as held for sale – bank balances, deposits & cash (Note 38)

7,945

–

Amounts held under a segregated account in relation to the proceeds from sale of the Retained

Consideration Shares (Note 22)

–

274,751

2,317,352

2,301,533

Amounts held under escrow accounts for overseas acquisition of land, payment of construction cost, claims

and other liabilities

(452)

(10,524)

2,316,900

2,291,009

The accompanying notes form an integral part of these financial statements.

141

ANNUAL REPORT 2025

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1.

GENERAL

The Company is incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited.

The address of its principal place of business and registered office is 1 HarbourFront Avenue #18-01, Keppel Bay Tower,

Singapore 098632.

The Company’s principal activity is that of an investment holding and management company.

The principal activities of the companies in the Group consist of:

•

management of private funds and listed real estate investment and business trusts, focusing in areas of

infrastructure, real estate and connectivity;

•

provision of energy and environmental solutions and services that are essential for sustainable development,

including commercial power generation, renewables, environmental engineering and construction and infrastructure

operation and maintenance;

•

property development and investment, as well as master development, and provision of sustainable and innovative

urban space solutions, including sustainable urban renewal and senior living; and

•

development and operation of data centres, provision of telecommunications services, sale of telecommunications &

information technology equipment, and provision of technology solutions & services.

The financial statements of the Group for the financial year ended 31 December 2025 and the balance sheet and statement

of changes in equity of the Company at 31 December 2025 were authorised for issue in accordance with a resolution of the

Board of Directors on 2 March 2026.

2.

MATERIAL ACCOUNTING POLICY INFORMATION

2.1

Basis of preparation

The financial statements have been prepared in accordance with the provisions of the Companies Act 1967, Singapore Financial

Reporting Standards (International) (“SFRS(I)s”) and IFRS Accounting Standards. All references to SFRS(I)s and IFRS Accounting

Standards are referred to collectively as SFRS(I)s in these financial statements, unless specified otherwise. The financial

statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

2.2

Adoption of new and revised standards

The Group adopted the new/revised SFRS(I)s, SFRS(I) Interpretations and amendments to SFRS(I)s that are effective for

annual periods beginning on or after 1 January 2025. Changes to the Group’s accounting policies have been made as

required, in accordance with the transitional provisions in the respective SFRS(I)s, SFRS (I) Interpretations and amendments

to SFRS(I)s.

The adoption of the new or amended SFRS(I)s, SFRS(I) Interpretations and amendments to SFRS(I)s did not have any

significant impact on the financial statements of the Group.

142

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

2.3

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured

entities) controlled by the Company and its subsidiaries.

The financial statements of subsidiaries acquired or disposed of during the financial year are included or excluded from

the consolidated financial statements from their respective dates of obtaining control or ceasing control. All intercompany

transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses

are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary,

adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of

the Group.

Acquisition of subsidiaries is accounted for using the acquisition method. The cost of an acquisition is measured at the

aggregate of the fair value of the assets transferred, equity instruments issued, liabilities incurred or assumed at the date

of exchange and the fair values of any contingent consideration arrangement and any pre-existing equity interest in the

subsidiary. Acquisition-related costs are recognised in the profit or loss account as incurred. Identifiable assets acquired

and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at

the acquisition date, irrespective of the extent of any non-controlling interests, except for deferred tax assets/liabilities,

share-based related accounts and assets held for sale.

Any excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets,

liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of the

identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised in the profit or loss

account on the date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

The carrying amounts of the Group’s interests and the non-controlling interests are adjusted and the difference between the

change in the carrying amounts of the non-controlling interests and the fair value of the consideration paid or received is

recognised directly in equity and attributed to owners of the Company.

When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group derecognises all assets

(including any goodwill), liabilities and non-controlling interests at their carrying amounts. Amounts previously recognised in

other comprehensive income in respect of that former subsidiary are reclassified to the profit or loss account or transferred

directly to revenue reserves if required by a specific Standard. Any retained interest in the former subsidiary is recognised at

its fair value at the date control is lost, with the gain or loss arising recognised in the profit or loss account. For loss of control

transactions where the retained interest in the former subsidiary is an associate or joint venture accounted for using the

equity method, any previously unrecognised profit/loss arising from intra-group transactions are recognised only to the extent

of the equity interest divested.

On a transaction-by-transaction basis, the measurement of non-controlling interests is either at fair value or at the

non-controlling interests’ share of the fair value of the identifiable net assets of the acquiree.

Contingent consideration is measured at fair value at the acquisition date; subsequent adjustments to the consideration

are recognised against goodwill only to the extent that they arise from better information about the fair value at the

acquisition date, and they occur within the ‘measurement period’ (a maximum of 12 months from the acquisition date).

All other subsequent adjustments are recognised in the profit or loss account.

Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable to

the interests which are not owned directly or indirectly by the owners of the Company. They are shown separately in the

consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive

income is attributed to the non-controlling interests in a subsidiary based on their respective interests in a subsidiary,

even if this results in the non-controlling interests having a deficit balance.

143

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.4

Fixed assets

Fixed assets are initially stated at cost and subsequently carried at cost less accumulated depreciation and accumulated

impairment loss, if any. The cost initially recognised includes its purchase price and any cost that is directly attributable

to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended

by management. Subsequent expenditure is added to the carrying amount only when it is probable that future economic

benefits will flow to the entity and the cost can be measured reliably. When the carrying amount of an asset is greater than

its estimated recoverable amount, it is written down to its recoverable amount. Profits or losses on disposal of fixed assets

are included in the profit or loss account.

Depreciation of fixed assets is calculated on a straight-line basis to write off the cost of the fixed assets over their

estimated useful lives. No depreciation is provided on freehold land and capital work-in-progress. The estimated useful

lives of fixed assets are as follows:

Buildings on freehold land

39 to 50 years

Buildings on leasehold land

Over period of lease (ranging from 10 to 50 years)

Plant, machinery & equipment

3 to 30 years

Networks and related application systems

5 to 25 years

Furniture, fittings & office equipment

2 to 15 years

Rigs

25 years

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis.

2.5

Investment properties

Investment properties comprise completed properties and properties under construction or re-development held to earn

rental and/or for capital appreciation and right-of-use assets relating to leasehold land that is held for long term capital

appreciation or for a currently indeterminate use. Investment properties are initially recognised at cost and subsequently

measured at fair value, determined annually based on valuations by independent professional valuers, except for significant

investment properties which are revalued on a half-yearly basis. Changes in fair value are recognised in the profit or loss

account. The cost of major renovations or improvements is capitalised and the carrying amounts of the replaced

components are recognised in the profit or loss account.

On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is

recognised in the profit or loss account.

2.6

Subsidiaries

A subsidiary is an entity (including structured entities) over which the Group has control. The Group controls an entity when

the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. The Company reassesses whether or not it controls an investee if facts and

circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the

voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company

considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are

sufficient to give it power, including:

•

The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

•

Potential voting rights held by the Company, other vote holders or other parties;

•

Rights arising from other contractual arrangements; and

•

Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to

direct the relevant activities at the time that decisions need to be made, including voting patterns at previous

shareholders’ meetings.

Investments in subsidiaries are stated in the financial statements of the Company at cost less accumulated impairment

losses. On disposal of a subsidiary, the difference between net disposal proceeds and carrying amount of the investment is

taken to profit or loss.

144

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

2.7

Associated companies and joint ventures

An associated company is an entity, not being a subsidiary, over which the Group has significant influence, but not control.

A joint venture is an entity, not being a subsidiary, over which the Group has joint control as a result of contractual

arrangements, and rights to the net assets of the entities.

Investments in associated companies and joint ventures are stated in the Company’s financial statements at cost less any

impairment losses. On disposal of an associated company or a joint venture, the difference between net disposal proceeds

and the carrying amount of the investment is taken to the profit or loss account.

For acquisition of associated companies and joint ventures, contingent consideration, if any, is measured at fair value at the

acquisition date and is recognised as part of the cost of the investment. Subsequent changes to the contingent consideration is

recognised as part of the cost of investment.

Investments in associated companies and joint ventures are accounted for in the consolidated financial statements using

the equity method of accounting less impairment loss, if any. The Group’s share of profit or loss and other comprehensive

income of the associated company or joint venture is included in the consolidated profit or loss account and consolidated

statement of comprehensive income respectively. The Group’s share of net assets of the associated company or joint

venture is included in the consolidated balance sheet.

When the Group’s investment in an associated company or a joint venture is held by, or is held indirectly through a subsidiary

that is an investment entity, the Group may elect to measure that investment at fair value through profit or loss and present

the changes in fair value as “fair value gain/loss on investments, associated companies and joint ventures” or equity method.

This election is made separately for each associated company or joint venture, at initial recognition of the associated company

or joint venture on an investment-by-investment basis.

Any excess of the cost of acquisition over the Group’s share of net identifiable assets, liabilities and contingent liabilities of the

associated company or joint venture recognised at the date of acquisition measured at their fair values is recognised as goodwill.

The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment.

Any excess of the Group’s share of the net identifiable assets, liabilities and contingent liabilities measured at their fair values over

the cost of acquisition, after reassessment, is recognised immediately in the profit or loss account as a bargain purchase gain.

2.8

Intangibles

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest

in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net identifiable

assets acquired and the liabilities assumed measured at their fair values at acquisition date. Goodwill is initially recognised

as an asset at cost and is subsequently measured at cost less any impairment losses. If the Group’s interest in the fair value

of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling

interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the

excess is recognised immediately in the profit or loss account as a bargain purchase gain.

Spectrum rights

These comprise expenditure relating to one-time charges paid to acquire spectrum rights and telecommunications licenses

or access codes. These intangible assets are measured initially at cost and subsequently carried at cost less any accumulated

amortisation and any accumulated impairment losses. Licenses and spectrum rights are amortised on a straight-line basis

over the estimated economic useful life of 4 to 16 years.

145

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.8

Intangibles (continued)

Brand

The brand was acquired as part of a business combination. The brand value will be amortised over the useful life which is

estimated of 30 years to indefinite.

Customer contracts and customer relationships

Customer contracts and customer relationships are identified and recognised separately from goodwill. The cost of customer

contracts and relationships is at their fair value at the acquisition date and subsequently carried at cost less accumulated

amortisation and accumulated impairment losses. Costs incurred which are expected to generate future economic benefits

are recognised as intangibles and amortised on a straight-line basis over their useful lives, ranging from 2 to 17 years.

Other intangible assets

Other intangible assets include internet protocol (IP) address, initially recognised at cost and subsequently carried at cost

less accumulated amortisation. Costs incurred which are expected to generate future economic benefits are recognised as

intangibles and amortised on a straight-line basis over their useful lives, ranging from 3 to 15 years.

Other intangible assets also include management rights which is initially recognised at cost upon acquisition and subsequently

carried at cost less accumulated impairment losses, if any. The useful life of the management rights is estimated to be

indefinite because management believes there is no foreseeable limit to the period over which the management rights is

expected to generate net cash inflows for the Group.

2.9

Financial assets

The Group classifies its financial assets in the following measurement categories:

•

Amortised cost;

•

Fair value through other comprehensive income (“FVOCI”); and

•

Fair value through profit or loss (“FVPL”).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual

terms of the cash flows of the financial asset. Financial assets with embedded derivatives are considered in their entirety

when determining whether their cash flows are solely payment of principal and interest. The Group reclassifies debt

instruments when and only when its business model for managing those assets changes.

Purchases and sale of financial assets are recognised on the trade date when the Group commits to purchase or sell

the assets.

At initial recognition, the Group measures a financial asset at its fair value including, in the case of a financial asset not at

fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at fair value through profit or loss are expensed in the profit or loss account.

Where the transaction price is not representative of the fair value of the financial asset, the Group assesses the fair value of

the financial asset. For transactions when the fair value is based on quoted price in an active market (i.e. Level 1 input) or based

on a valuation technique that uses only data from observable markets, the difference if any, between the fair value at initial

recognition and the transaction price is recognised directly in profit or loss. Otherwise the difference, if any, between the

fair value at initial recognition and the transaction price is deferred and recognised on a systematic basis over time in profit

or loss.

146

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

i.

Debt instruments

Debt instruments mainly comprise of cash and bank balances, trade, intercompany and other receivables

(excluding prepayments), notes receivables and investments. Trade, intercompany and other receivables are stated

initially at fair value and subsequently at amortised cost as reduced by appropriate allowances for estimated

irrecoverable amounts.

Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely

payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is

subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the profit or loss

account when the asset is derecognised or impaired. Interest income from these financial assets is recognised in the

profit or loss account using the effective interest rate method.

Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised

cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised in the profit or loss

account in the period in which it arises. For notes receivables carried at FVPL, such movement in fair values and

interest income is recognised in the profit or loss account in the period which it arises and presented on net basis as

fair value gain or loss. For foreign currency denominated debt instruments measured at FVPL, the Group presents the

exchange gain or loss arising from such instruments separately from the movements in fair values, and as part of

total exchange gains or losses.

Debt instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows

represent solely payments of principal and interest, are classified as FVOCI. Movements in fair values are recognised

in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment

gains or losses, interest income and foreign exchange gains and losses, which are recognised in the profit or loss

account. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified

from equity to the profit or loss account. Interest income from these financial assets is recognised in the profit or loss

account using the effective interest rate method.

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in

the profit or loss account. Any amount previously recognised in other comprehensive income relating to that asset is

reclassified to the profit or loss account.

ii.

Equity investments

The Group measures all its equity investments at their fair values. Equity investments are classified as FVPL with

movements in their fair values recognised in the profit or loss account in the period in which the changes arise. For

equity investments where the Group has elected to recognise changes in fair value in OCI, movements in fair values

are presented as “fair value changes” in OCI. Dividends from equity investments are recognised in the profit or

loss account.

On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in

the profit or loss account if there was no election made to recognise fair value changes in other comprehensive

income. If there was an election made, any difference between the carrying amount and sale proceeds would be

recognised in other comprehensive income and transferred to retained profits along with the amount previously

recognised in other comprehensive income relating to that asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been

transferred and the Group has transferred substantially all risks and rewards of ownership.

Investments include equity investments classified as FVPL and FVOCI and debt investments classified as FVPL. The fair value

of investments that are traded in active markets is based on quoted market prices at the balance sheet date. The quoted

market prices are the current bid prices. The fair value of investments that are not traded in an active market is determined

using valuation techniques. Such techniques include using recent arm’s length transactions, reference to the underlying net

asset value of the investee companies, discounted cash flow analysis and comparable market multiples.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and bank

deposits which are subject to an insignificant risk of change in value. For cash subjected to restriction, assessment is made

on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when the Company

and the Group has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis,

or to realise the asset and settle the liability simultaneously. A right to set-off must be available today rather than being

contingent on a future event and must be exercisable by any of the counterparties, both in the normal course of business

and in the event of default, insolvency or bankruptcy.

147

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.10 Derivative financial instruments and hedge accounting

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and

are subsequently re-measured at fair value. Derivative financial instruments are carried as assets when the fair value is

positive and as liabilities when the fair value is negative.

The carrying amount of the derivative designated as hedge is presented as non-current assets or liabilities if the remaining

expected life of the hedge item is more than 12 months, and as a current assets or liabilities if the remaining expected life

of the hedged item is less than 12 months. The fair value of a trading derivative is presented as current asset or liability.

Gains or losses arising from changes in fair value of derivative financial instruments that do not qualify for hedge

accounting are taken to the profit or loss account.

For cash flow hedges, the effective portion of the gains or losses on the hedging instrument is recognised directly in other

comprehensive income and accumulated in the hedging reserve, while the ineffective portion is recognised in the profit or

loss account. Amounts taken to other comprehensive income are reclassified to the profit or loss account when the hedged

transaction affects the profit or loss account.

For fair value hedges, changes in the fair value of the designated hedging instruments are recognised in the profit or loss

account. The hedged item is adjusted to reflect change in its fair value in respect of the risk hedged, with any gain or loss

recognised in the profit or loss account.

For net investment hedges, the Group designates certain derivative financial instruments and foreign currency borrowings

as net investment hedges of foreign operations. These hedging instruments are accounted for similarly to cash flow hedges.

When foreign currency borrowings are designated as net investments hedges of foreign operations, the effective portion

of currency translation differences is recognised in other comprehensive income and presented in the translation reserve

within equity. Any ineffective portion of the currency translation differences is recognised immediately in profit or loss.

The amount recognised in other comprehensive income is reclassified to profit or loss on disposal of the foreign operation.

The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged

items, as well as its risk management objectives and strategies for undertaking various transactions. The Group also

documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as

hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items.

2.11 Stocks

Stocks, consumable materials, supplies and work-in-progress (rigs) are stated at the lower of cost and net realisable value,

cost being principally determined on the weighted average method. Net realisable value is the estimated selling price in the

ordinary course of business, less the estimated costs of completion and applicable variable selling expenses.

Properties held for sale are stated at the lower of cost and net realisable value. Cost includes cost of land and construction,

related overheads expenditure, and financing charges incurred during the period of development. Net realisable value

represents the estimated selling price less costs to be incurred in selling the property.

Each property under development is accounted for as a separate project. Where a project comprises more than one component

or phase with a separate temporary occupation permit, each component or phase is treated as a separate project, and interest

and other net costs are apportioned accordingly.

2.12 Contract assets and contract liabilities

For contracts where the customer is invoiced on a milestone payment schedule or over the period of the contract, a contract

asset is recognised if the value of the contract work transferred by the Group exceed the receipts from the customer, and a

contract liability is recognised if the receipts from the customer exceed the value of the contract work transferred by the Group.

148

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

2.13 Impairment of assets

Financial assets

The Group assesses on a forward looking basis the expected credit losses associated with its debt financial assets carried at

amortised cost and fair value through other comprehensive income. The impairment methodology applied depends on

whether there has been a significant increase in credit risk. Note 36 sets out how the Group determines whether there has

been a significant increase in credit risk.

For trade receivables and contract assets, the Group applies the simplified approach permitted by the SFRS(I) 9 Financial

Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Goodwill

Goodwill is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Goodwill

included in the carrying amount of an associated company or joint venture is tested for impairment as part of

the investment.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (“CGU”s) expected

to benefit from the synergies of the combination. An impairment loss is recognised in the profit or loss account when the

carrying amount of the CGU, including goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a

CGU is the higher of the CGU’s fair value less cost to sell and value-in-use. The impairment loss is allocated first to reduce

the carrying amount of goodwill allocated to the CGU and then, to reduce the carrying amount of the other assets in the

unit on a pro-rata basis. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Other non-financial assets

Tangible and intangible assets are tested for impairment whenever there is any indication that these assets may be impaired.

Management rights are tested for impairment annually and whenever there is an indication that the management rights may

be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the

value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely

independent of those from other assets. If this is the case, the recoverable amount is determined for CGU to which the

asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the

asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount

is recognised as impairment loss in the profit or loss account. An impairment loss for an asset is reversed if, and only if,

there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount

does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the

asset in prior years. A reversal of impairment loss for an asset is recognised in the profit or loss account.

2.14 Financial liabilities and equity instruments

Financial liabilities include trade, intercompany and other payables, bank loans and overdrafts. Trade, intercompany and

other payables are stated initially at fair value and subsequently carried at amortised cost. Interest-bearing bank loans and

overdrafts are initially measured at fair value and are subsequently measured at amortised cost. Interest expense calculated

using the effective interest method is recognised over the term of the borrowings in accordance with the Group’s accounting

policy for borrowing costs (see Note 2.19).

Covenants that the Group is required to comply with on or before the end of the reporting period are considered in classifying

loan arrangements with covenants as current or non-current. Covenants that the Group is required to comply with after the

reporting period do not affect the classification at the reporting date.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its

liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for

a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a

debt instrument.

Financial guarantees are initially recognised at their fair values plus transaction costs in the balance sheet. Financial

guarantees are subsequently amortised to the profit or loss account over the period of the guarantee. If it is probable that

the liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the higher

amount with the difference charged to the profit or loss account.

149

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.15 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is

probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be

made. Provisions are not recognised for future operating losses.

Provision for warranties is set up upon completion of a contract to cover the estimated liability which may arise during the

warranty period. This provision is based on service history. Any surplus of provision will be written back at the end of the

warranty period while additional provisions, where necessary, are made when known. These liabilities are expected to be

incurred over the applicable warranty periods.

Provision for onerous contracts is recognised when an onerous contract is considered to exist and where the Group has

a contract under which the unavoidable costs, including costs of discontinuance, of meeting the obligations under the

contract exceed the economic benefits expected to be received under it. The provision for onerous contract represents the

present value of the management’s best estimate of the future outflow of economic benefits that the Group is presently

obliged to make under its obligations.

Provision for claims is made for the estimated cost of all claims notified but not settled at the balance sheet date, less

recoveries, using the information available at the time. Provision is also made for claims incurred but not reported at the

balance sheet date based on historical claims experience, modified for variations in expected future settlement. The

utilisation of provisions is dependent on the timing of claims.

2.16 Leases

When a Group company is the lessee

At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Reassessment is only required when the terms and conditions of the contract are changed.

Right-of-use assets

The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use.

Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease

payments made at or before the commencement date and lease incentive received. Any initial direct costs that would

not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the

earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

Right-of-use assets (except for those which meets the definition of an investment property) are presented as a separate

line on the balance sheets. Right-of-use assets which meets the definition of an investment property is presented within

“Investment Properties” and accounted for in accordance with Note 2.5.

Lease liabilities

The initial measurement of lease liability is measured at the present value of the lease payments discounted using the

implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group uses

its incremental borrowing rate.

Lease payments include the following:

•

Fixed payment (including in-substance fixed payments), less any lease incentives receivables;

•

Variable lease payments that are based on an index or rate, initially measured using the index or rate as at the

commencement date;

•

Amount expected to be payable under residual value guarantees;

•

The exercise price of a purchase option, if is reasonably certain to exercise the option; and

•

Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

For contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component

on the basis of the relative stand-alone price of the lease and non-lease component.

Lease liabilities are presented as a separate line on the balance sheets.

150

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Lease liability is measured at amortised cost using the effective interest method. Lease liability shall be remeasured when:

•

There is a change in future lease payments arising from changes in an index or rate;

•

There is a change in the Group’s assessment of whether it will exercise an extension option; or

•

There is a modification in the scope or the consideration of the lease that was not part of the original term.

Lease liability is remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the

carrying amount of the right-of-use asset has been reduced to zero.

Short term and low value leases

The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms

of 12 months or less and low value leases. Lease payments relating to these leases are expensed to profit or loss on a

straight-line basis over the lease term.

Variable lease payments

Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial

recognition of the lease liability. The Group recognises these lease payments in profit or loss in the periods that triggered

such lease payments. Details of the variable lease payments are disclosed in Note 9.

When a Group company is the lessor

Operating leases

Assets leased out under operating leases are included in investment properties and are stated at fair values. Rental income

(net of any incentive given to lessee) is recognised on a straight-line basis over the lease term.

Finance leases

Leases where the Group has transferred substantially all risks and rewards incidental to ownership of the leased assets to

the lessees, are classified as finance leases.

The leased asset is derecognised and the present value of the lease receivable is recognised on the balance sheet and

included in debtors and long-term receivables. The difference between the gross receivable and the present value of the

lease receivable is recognised as unearned finance income.

Each lease payment received is applied against the gross investment in the finance lease receivable to reduce both the

principal and the unearned finance income. The finance income is recognised in profit or loss on a basis that reflects a

constant periodic rate of return on the net investment in the finance lease receivable.

Initial direct costs incurred by the Group in negotiating and arranging finance leases are added to finance lease receivables

and reduce the amount of income recognised over the lease term.

2.17 Assets (or disposal groups) classified as held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally

through a sale transaction rather than through continuing use. The assets are not depreciated or amortised while they are

classified as held for sale. This condition is regarded as met only when the sale is highly probable and the asset (or disposal

groups) is available for immediate sale in its present condition. Management must be committed to the sale, which should

be expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that

subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will

retain a non-controlling interest in its former subsidiary after the sale.

Non-current assets (or disposal groups) classified as held for sale are measured at the lower of their previous carrying

amount and fair value less costs to sell.

A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held for sale and:

•

represents a separate major line of business or geographical area of operations; or

•

is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or

•

is a subsidiary acquired exclusively with a view to resale.

151

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.18 Revenue

Revenue from continuing operations consists of:

•

Sale of electricity, utilities and gas;

•

Revenue from construction contracts;

•

Sale of property and goods;

•

Asset management services;

•

Revenue from charter of rigs and vessels;

•

Rendering of other services; and

•

Rental income from investment properties.

Revenue recognition

Revenue from the sale of electricity, utilities and gas, asset management services and rendering of other services is

recognised over the period in which the services are rendered, by reference to completion of the specific transaction

assessed on the basis of the actual services provided as a proportion of the total services to be performed or in accordance

with terms of the service agreements.

Revenue from sale of goods is recognised when the Group satisfies a performance obligation by transferring control of a

promised good or service to the customer. The amount of revenue recognised is the amount of the transaction price

allocated to the satisfied performance obligation.

The Group enters into, property construction and long term construction contracts (“construction contracts”) with

customers. Revenue is recognised when the control over the contract work is transferred to the customer. At contract

inception, the Group assesses whether the Group transfers control of the contract work over time or at a point in time by

determining if (a) its performance does not create an asset with an alternative use to the Group; and (b) the Group has an

enforceable right to payment for performance completed to-date.

The contract work, except for overseas property construction contracts, has no alternative use for the Group due to

contractual restriction, and the Group has enforceable rights to payment arising from the contractual terms. For these

contracts, revenue is recognised over time by reference to the Group’s progress towards completing the construction of the

contract work. For overseas property construction contracts, the Group does not have enforceable rights to payment arising

from the contractual terms. Revenue from overseas property construction contracts is recognised at a point in time when

the rights to payment become enforceable.

An impairment loss is recognised in the profit or loss to the extent that the carrying amount of capitalised contract costs

exceeds the expected remaining consideration less any directly related costs not yet recognised as expenses.

Revenue arising from additional claims and variation orders, whether billed or unbilled, is recognised when negotiations

have reached an advanced stage such that it is probable that the customer will accept the claims or approve the variation

orders, and the amount that it is probable will be accepted by the customer can be measured reliably.

Rental income from operating leases on investment properties and revenue from charter of rigs and vessels are recognised

in the profit or loss on a straight-line basis over the lease term.

2.19 Borrowing costs

Borrowing costs incurred to finance the development of properties and acquisition of fixed assets are capitalised during the

period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are taken to

the profit or loss account over the period of borrowing using the effective interest rate method.

For Singapore trading properties which the Group recognises revenue over time, borrowing costs on the portion of the

property not ready for transfer of control to the purchasers are capitalised until the time when control is capable of being

transferred to the purchasers.

152

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

2.20 Employee benefits

Defined contribution plan

The Group makes contributions to pension schemes as defined by the laws of the countries in which it has operations. In particular,

the Singapore companies make contributions to the Central Provident Fund in Singapore, a defined contribution pension scheme.

Contributions to pension schemes are recognised as an expense in the period in which the related service is performed.

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated

liability for leave as a result of services rendered by employees up to the balance sheet date.

Share plans scheme

The Group operates share-based compensation plans. The fair value of the employee services received in exchange for the

grant of restricted shares and performance shares is recognised as an expense in the profit or loss account with a corresponding

increase in the share plan reserve over the vesting period. The total amount to be recognised over the vesting period is

determined by reference to the fair values of the restricted shares and performance shares granted on the respective dates

of grant.

At each balance sheet date, the Group revises its estimates of the number of share plan awards that are expected to vest on

the vesting dates, and recognises the impact of the revision of the estimates in the profit or loss account, with a

corresponding adjustment to the share plan reserve over the remaining vesting period.

No expense is recognised for share plan awards that do not ultimately vest, except for share plan awards where vesting is

conditional upon a market condition, which are treated as vested irrespective of whether or not the market condition is

satisfied, provided that all other performance and/or service conditions are satisfied.

When share plan awards are released, the share plan reserve is transferred to share capital if new shares are issued, or to

the treasury shares account when treasury shares are re-issued to the employee.

2.21 Income taxes

Current income tax is recognised at the amounts expected to be paid to or recovered from the tax authorities, using the tax

rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax assets/liabilities are recognised for deductible/taxable temporary differences arising between the tax

bases of assets and liabilities and their carrying amounts. The principal temporary differences arise from depreciation,

valuation of investment properties, unremitted offshore income and future tax benefits from certain provisions not allowed

for tax purposes until a later period. Deferred tax assets are recognised to the extent that it is probable that future taxable

profit will be available against which the temporary differences can be utilised.

Deferred income tax is measured at the tax rates that are expected to apply when the related deferred income tax asset/

liability is realised/settled, based on the tax rates and tax laws that have been enacted or substantively enacted by the

balance sheet date, and based on the tax consequence that will follow from the manner in which the Group expects, at the

balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no

longer probable that sufficient taxable profits will be available to allow all or part of the 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.

Current and deferred tax are recognised as an expense or income in the profit or loss account, except when they relate to

items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise

from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into

account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s

identifiable assets, liabilities and contingent liabilities over cost.

The Group had applied the mandatory exception to recognising and disclosing information about deferred tax assets and

liabilities related to Pillar Two income taxes. The Group accounts for Pillar Two income taxes as current tax when it is incurred.

153

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.22 Foreign currencies

Functional currency

Items included in the financial statements of each entity in the Group are measured using the currency that best reflects

the economic substance of the underlying events and circumstances relevant to that entity (“functional currency”).

The financial statements of the Group and the balance sheet and statement of changes in equity of the Company are

presented in Singapore Dollars, which is the functional currency of the Company.

Foreign currency transactions

Transactions in foreign currencies are translated at exchange rates approximating those ruling at the transaction dates.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at exchange

rates approximating those ruling at that date. Exchange differences arising from translation of monetary assets and

liabilities are taken to the profit or loss account. Non-monetary items carried at fair value that are denominated in foreign

currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items

that are measured in terms of historical cost in a foreign currency are not retranslated.

Foreign currency translation

For inclusion in the Group’s financial statements, the assets and liabilities of foreign subsidiaries, associated companies

and joint ventures that are in functional currencies other than Singapore Dollars are translated into Singapore Dollars at

the exchange rates ruling at the balance sheet date. Profit or loss of foreign subsidiaries, associated companies and joint

ventures are translated into Singapore Dollars using the average exchange rates for the financial year. Goodwill and fair

value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign subsidiaries,

associated companies and joint ventures. Exchange differences due to such currency translation are recognised in other

comprehensive income and accumulated in Foreign Exchange Translation Account until disposal.

Disposal or partial disposal of a foreign operation

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal

involving loss of control over a subsidiary that includes a foreign operation, or loss of joint control over a jointly controlled

entity that includes a foreign operation, or loss of significant influence over an associated company that includes a foreign

operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified

from equity to profit or loss. Any exchange differences that have previously been attributed to non-controlling interests are

derecognised, but they are not reclassified to profit or loss.

In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate

share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or

loss. For all other partial disposals (i.e. of associated companies or jointly controlled entities that do not result in the Group

losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified

to profit or loss.

154

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

2.23 Share capital and perpetual securities

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are

deducted against the share capital account. Dividends to the Company’s shareholders are recognised when the dividends

are approved for payment.

Treasury shares

When shares are reacquired by the Company, the amount of consideration paid and any directly attributable transaction

cost is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction from

total equity. When treasury shares are subsequently sold or reissued, the cost of treasury shares is reversed from the treasury

shares account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction

costs, is recognised in non-distributable capital reserve. Voting rights related to treasury shares are nullified for the Group

and no dividends are allocated to them respectively.

Perpetual securities

Perpetual securities which do not result in the Group having a contractual obligation to deliver cash or another financial

asset, or to exchange financial assets or financial liabilities with the holder under conditions that are potentially unfavourable

to the Group, are classified as equity. Distributions arising from such instruments are recognised in equity as there is no

contractual obligation to pay distributions on these instruments. Incremental external costs directly attributable to the

issuance of such instruments are accounted for as a deduction from equity.

Distribution of non-cash assets to owners of the Company

The Group measures a liability to distribute non-cash assets as a dividend to owners of the Company at fair value of the

assets to be distributed. The carrying amount of the dividend is remeasured at each reporting date and at the settlement

date, with any changes recognised directly in equity as adjustments to the amount of distribution. On settlement of the

transaction, the Group recognises the difference, if any, between the carrying amount of the assets distributed and the

carrying amount of the liability in profit or loss.

2.24 Segment reporting

The Group is organised in a simplified horizontally integrated model with five reportable segments, namely Infrastructure,

Real Estate, Connectivity, Corporate Activities and Non-Core Portfolio for Divestment. Management monitors the results of

each of the main segments for the purpose of making decisions on resource allocation and performance assessment.

155

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.25 Critical accounting judgments and estimates

a.

Critical judgments in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, there is no instance of application of judgments which is

expected to have a significant effect on the amounts recognised in the financial statements, apart from those

involving estimations and as follows:

i.

Control over Keppel REIT

The Group has approximately 37% (2024: approximately 37%) gross ownership interest of units in Keppel REIT as

at 31 December 2025. Keppel REIT is managed by Keppel REIT Management Limited (“KRML”), a wholly-owned

subsidiary of the Group. The Group has provided an undertaking to the trustee of Keppel REIT to grant the other

unitholders the right to endorse or re-endorse the appointment of directors of KRML at the annual general

meetings of Keppel REIT. The Group has determined that it does not have control over Keppel REIT but continues

to have significant influence over the investment.

b.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet 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 as follows:

i.

Impairment of non-financial assets

Determining whether the carrying value of a non-financial asset is impaired requires an estimation of the value

in use of the cash-generating units (“CGU”s). This requires the Group to estimate the future cash flows expected

from the CGUs and an appropriate discount rate in order to calculate the present value of the future cash flows.

Management performed impairment tests on fixed assets (Note 7), investments in subsidiaries (Note 11), investments

in associated companies and joint ventures (Note 12), and intangibles (Note 10) as at 31 December 2025.

Management has also performed impairment assessments of rigs held by Rigco Holding Pte. Ltd. (“Rigco”) and

goodwill arising from acquisition of M1 Limited. Details of the impairment testing are disclosed in Note 2.25(b)(vii)

and Note 10 respectively.

ii.

Revenue recognition and contract cost

The Group recognises contract revenue over time for long term construction contracts by reference to the

proportion of contract costs incurred to-date to the estimated total contract costs. The stage of completion is

measured in accordance with the accounting policy stated in Note 2.18. When it is probable that the total

contract costs will exceed the total contract revenue, the expected loss is recognised as an expense

immediately. Revenue from construction contracts is disclosed in Note 26.

Significant assumptions are required in determining the stage of completion and significant judgment is

required in the estimation of the proportion of the contract work completed for the contracts; and the estimation

of total costs on the contracts, including contingencies that could arise from variations to original contract

terms and claims. In making the assumption, the Group evaluates by relying on past experience, the work of

engineers as well as quotations and references from other projects. These estimations are also made with due

consideration of the circumstances and relevant events that were known to management at the date of these

financial statements.

The above assessment had been made with the following key assumptions:

i.

estimation of the expected completion dates of each project, including expectations of any potential delays;

ii.

additional costs that will be required to complete the projects; and

iii.

impact of potential cost escalations.

As at 31 December 2025, management has assessed that for some projects, total contract costs for each project

would exceed the total contract sum, resulting in the recognition of expected loss as an expense immediately.

Costs yet to be incurred for these projects as at 31 December 2025 and 2024 have been included in provision for

onerous contracts as detailed in Note 24.

156

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

iii.

Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant assumptions are required in

determining the provision for income taxes. There are certain transactions and computations for which the

ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities

for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome

of these matters is different from the amounts that were initially recognised, such differences will impact the

income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts

of taxation and deferred taxation are disclosed in the balance sheet.

iv.

Valuation of investment properties

The Group carries its investment properties at fair value with changes in fair value being recognised in the profit

or loss account, determined annually by independent professional valuers on the highest and best use basis

except for significant investment properties which are revalued on a half-yearly basis.

For the purpose of the financial statements for the year ended 31 December 2025, valuations were obtained

from the valuers for the Group’s investment properties, and the resultant fair value changes were recognised in

the profit or loss account.

In determining the fair values, the valuers have used valuation techniques which involve certain estimates. The

key assumptions to determine the fair value of investment properties include market-corroborated capitalisation

rate, price of comparable plots and properties, estimated construction costs to complete and discount rate.

In relying on the valuation reports, management has exercised its judgment to ensure that the valuation methods

and estimates are reflective of current market conditions. The carrying amount of investment properties and the

key assumptions used to determine the fair value of the investment properties are disclosed in Notes 8 and 36.

v.

Valuation of properties held for sale

For properties held for sale, the allowance for foreseeable losses is estimated taking into account the net

realisable values and estimated total construction costs. The net realisable values are based on recent selling

prices for the development project or comparable projects or independent valuation and the prevailing market

conditions less costs to be incurred in selling the property. Market conditions may change and affect future

selling prices which may affect the carrying values of properties held for sale in future periods. The estimated

total construction costs include contracted amounts plus estimated costs to be incurred taking into consideration

relevant data and trend. The allowance is progressively reversed for those residential units sold above their

carrying amounts.

vi.

Fair value measurement of unquoted investments

In determining the fair value of unquoted investment funds, the Group relies on the net asset values as reported

in the latest available capital account statements provided by third-party fund managers.

The fund managers measure the fair value of underlying investments of the funds based on:

i.

Last quoted bid price for all quoted investments; and

ii.

Valuation techniques for unquoted investments where there is no active market.

Valuation techniques used by the third-party fund managers include using recent arm’s length transactions

between knowledgeable, willing parties (if available), reference to the current fair value of other instruments

that are substantially the same, comparable company approach, discounted cash flow analyses, option pricing

models, and latest round of fund raising.

For other unquoted investments, the Group uses various valuation techniques including the income and market

approaches to determine the fair value. The availability of observable inputs can vary from investment to investment.

For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on

models or inputs that are less observable or unobservable in the market and the determination of the fair

values requires significant judgement. Those estimated values do not necessarily represent the amounts that

may be ultimately realised due to the occurrence of future events which could not be reasonably determined as

at the balance sheet date.

These unobservable inputs that require significant judgement have been disclosed in Note 36.

157

ANNUAL REPORT 2025

2.

MATERIAL ACCOUNTING POLICY INFORMATION (continued)

2.25 Critical accounting judgments and estimates (continued)

b.

Key sources of estimation uncertainty (continued)

vii.

Carrying amount of rigs

Arising from the completion of a selective capital reduction (“SCR”) undertaken by Rigco Holding Pte. Ltd.

(“Rigco”), Rigco became a wholly owned subsidiary of the Group on 31 December 2024. The transaction is a

business combination and accounted for using the acquisition method under SFRS(I) 3 Business Combination.

Accordingly, the identifiable assets acquired and the liabilities assumed are measured at their fair values at the

acquisition date. Note 39 sets out the fair values of the identifiable assets acquired and liabilities assumed.

As of 31 December 2025, rigs comprising fixed assets and stocks under work-in-progress amounted to

approximately $3,119 million (2024: $3,283 million) and $49 million (2024: $53 million) respectively.

For the financial year ended 31 December 2025, the Group recognised an impairment of fixed assets of

approximately $25 million and provision for stocks of $1 million.

In assessing the recoverable amount of the rigs classified as fixed asset and net realisable value (“NRV”) of the rigs

classified as stocks, management assessed that the most likely outcome for the Group is to complete the construction

of the rigs and charter them out to work with an operator over its useful life. Accordingly, the recoverable amount (for

fixed assets) and NRV (for stocks) were based on the value-in-use (“VIU”) of each rig. The VIU was determined by

estimating the discounted cash flows (“DCF”) expected to be generated from chartering each rig over its useful life.

Management has engaged an independent professional firm to assist in determination of the VIU of the rigs as

at 31 December 2025. In addition to the independent professional firm responsible for calculation of the VIU,

management has also engaged a separate industry expert to provide a view of the market outlook, assumptions

and industry parameters which are used as inputs to the VIU calculation. Key inputs into the estimation of the

VIU include dayrates, cost assumptions, utilisation rates, discount rates and estimated commencement of

deployment of the rigs. These inputs are subject to risk and uncertainty. The VIU of the rigs would decrease if

the expected income from operating the rigs decline, or discount rates were higher, or the estimated

commencement of deployment were delayed.

The VIU of the rigs based on the DCF calculations was most sensitive to discount rates, dayrates and the delay in

estimated commencement of deployment. With all other variables held constant, the following demonstrates the

sensitivity to a reasonably possible change in discount rates, dayrates and delay in estimated commencement of

deployment on the VIU of rigs:

•

Discount rates of 9.3% as computed by the independent professional advisor was used in the VIU

calculation as at 31 December 2025. A 1% increase in discount rate would lead to an additional impairment

of approximately $257 million.

•

A decrease in dayrates of US$5,000 per day across the entire assets’ remaining useful life would lead to

an additional impairment of approximately $58 million.

•

A delay in commencement of deployment of 12 months would lead to an additional impairment of

approximately $198 million.

Stocks

There are two Drilling Rig Units (“DRUs”) that were built for Sete Brasil (“Sete”) (which had filed for bankruptcy

protection in 2016). Following the termination of engineering, procurement and construction (“EPC”) contracts in

2021, the asset title of the two DRUs were split between a subsidiary of Rigco (previously under Keppel Offshore

& Marine) and Sete. Rigco is currently working with Sete for Rigco’s subsidiary to obtain full title of these assets

and to procure the release of the mortgage on these assets.

In assessing the NRV of the two encumbered DRUs, management had considered possible outcomes, which

included the option of repossessing the units, complete the construction and charter out to extract value from

the uncompleted units and the option of abandonment.

The NRV of the DRUs was assessed with the following key assumptions, taking into consideration the likelihood

and expected financial impact of the possible outcomes:

i.

Regain clean title of the units, complete the construction and charter them out to another operator;

ii.

The future cost of construction of the units is not materially different from management’s current estimation; and

iii.

In the case of abandonment, the costs of settling committed purchases are not materially different from

management’s current estimation.

158

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

3.

SHARE CAPITAL

GROUP AND COMPANY

Number of Ordinary Shares (“Shares”)

Issued Share Capital

Treasury Shares

2025

2024

2025

2024

Balance at 1 January

1,820,557,767

1,820,557,767

(14,453,554)

(58,263,601)

Treasury shares transferred pursuant to share plans

–

–

8,775,614

12,461,954

Treasury shares purchased

–

–

(13,220,000)

–

Treasury shares transferred pursuant to acquisition (Note 12)

–

–

–

31,348,093

Balance at 31 December

1,820,557,767

1,820,557,767

(18,897,940)

(14,453,554)

Amount ($’000)

Issued Share Capital

Treasury Shares

2025

2024

2025

2024

Balance at 1 January

1,305,668

1,305,668

(96,082)

(387,316)

Treasury shares transferred pursuant to share plans

–

–

58,384

82,843

Treasury shares purchased

–

–

(115,995)

–

Treasury shares transferred pursuant to acquisition (Note 12)

–

–

–

208,391

Balance at 31 December

1,305,668

1,305,668

(153,693)

(96,082)

Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends declared by

the Company.

During the financial year, the Company transferred 8,775,614 (2024: 12,461,954) treasury shares to employees upon vesting

of Shares released under the Keppel Share Plans. In 2024, the Company also transferred 31,348,093 treasury shares for an

acquisition of a real estate asset manager (Note 12). There were 13,220,000 treasury shares purchased (31 December 2024: Nil)

during the year ended 31 December 2025. Except for the transfers as mentioned, there was no other sale, disposal, cancellation

and/or use of treasury shares during the year ended 31 December 2025.

Keppel Share Plans

The Keppel Performance Share Plan (“Keppel PSP”) and Keppel Restricted Share Plan (“Keppel RSP”) were approved by the

Company’s shareholders at the Extraordinary General Meeting of the Company on 23 April 2010. The Keppel Performance

Share Plan 2020 (“Keppel PSP 2020”) and Keppel Restricted Share Plan 2020 (“Keppel RSP 2020”) were approved by the

Company’s shareholders at the Annual General Meeting held on 2 June 2020, replacing the Keppel PSP and Keppel RSP

respectively with effect from 2 June 2020. The Keppel PSP and Keppel RSP were terminated on the same day.

The share plans are administered by the Remuneration Committee whose members are:

Penny Goh (Chairman)

Danny Teoh

Piyush Gupta (appointed on 1 July 2025)

Shirish Moreshwar Apte

Executive Directors who are eligible for the Keppel Share Plans are required to hold a minimum number of Shares under

the share ownership guideline which requires them to maintain a beneficial ownership stake in the Company, thus further

aligning their interests with shareholders.

159

ANNUAL REPORT 2025

3.

SHARE CAPITAL (continued)

Keppel Share Plans (continued)

During the financial year, the following were vested:

•

5,465,020 (2024: 6,665,444) Shares under the Keppel Restricted Share Plan 2020 – Deferred Shares (“Keppel RSP

2020-Deferred Shares”);

•

Nil (2024: 2,958,026) Shares under the Keppel Performance Share Plan (“Keppel PSP”);

•

3,174,173 (2024: 2,838,484) Shares under the Keppel Performance Share Plan 2020 (“Keppel PSP 2020”); and

•

136,421 (2024: Nil) Shares under the Keppel PSP – M1 Transformation Incentive Plan (“Keppel PSP-M1 TIP”)

Details of the Keppel RSP 2020-Deferred Shares, Keppel PSP 2020, Keppel PSP – M1 Transformation Incentive Plan

(“Keppel PSP-M1 TIP”) and the Keppel PSP 2020 – Transformation Incentive Plan (“Keppel PSP 2020-TIP”) are as follows:

Plan

Description

Performance

Conditions

Final Award

Vesting Condition

and Schedule

Keppel RSP

2020-Deferred

Shares

Award of fully-paid

ordinary shares of

the Company

–

100% of the

awards granted

Awards will vest equally

over three years subject

to fulfilment of service

requirements

Keppel PSP 2020

Award of fully-paid

ordinary shares of the

Company, conditional

on achievement of

pre-determined targets

over a three-year

performance period

PSP awards from Year 2021

a.

Absolute Total Shareholder’s Return

b.

Return on Capital Employed

c.

Net Profit

PSP awards from Year 2022 onwards

a.

Reduction in Carbon Emission

b.

Net Profit

c.

Return on Equity

d.

Absolute Total Shareholder’s Return

0% to 150% of

the contingent

award granted,

depending on

achievement of

pre-determined

targets

If pre-determined

targets are achieved,

awards will vest at the

end of the three-year

performance period

subject to fulfilment of

service requirements

Keppel

PSP-M1 TIP

Award of fully-paid

ordinary shares of the

Company, conditional

on achievement

of pre-determined

targets over a six-year

performance period

a.

Net Profit

b.

Corporate Scorecard Achievement

comprising pre-determined

stretched financial and non-financial

targets for the Group

c.

Net Promoter Score

d.

Individual Performance Achievement

0% to 150% of

the contingent

award granted,

depending on

achievement of

pre-determined

targets

If pre-determined

targets are achieved,

the awards will vest at

the end of the six-year

performance period

subject to fulfilment of

service requirements

Keppel

PSP 2020-TIP

Award of fully-paid

ordinary shares of the

Company, conditional

on achievement of

pre-determined targets

over a five-year

performance period

a.

Absolute Total Shareholder’s Return

b.

Corporate Scorecard Achievement

comprising pre-determined

stretched financial and non-financial

targets for the Group

c.

Individual Performance Achievement

d.

Asset Monetisation and Cross-BU

Revenue targets

0% to 150% of

the contingent

award granted,

depending on

achievement of

pre-determined

targets

If pre-determined

targets are achieved,

awards will vest at the

end of the five-year

performance period

subject to fulfilment of

service requirements.

Performance conditions

may be subject to

re-testing at the end

of the five-year

performance period

160

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Movements in the number of shares under the Keppel RSP 2020-Deferred Shares, Keppel PSP, Keppel PSP-M1 TIP, Keppel

PSP 2020 and the Keppel PSP 2020-TIP are as follows:

Keppel RSP

2020-Deferred

Shares

Keppel

PSP

Keppel

PSP-M1 TIP

Keppel

PSP 2020

Keppel PSP

2020-TIP

2025

Contingent awards/Awards

(Keppel RSP 2020-Deferred Shares)

Balance at 1 January

–

–

349,349

5,677,720

12,806,451

Granted

4,361,498

–

–

1,860,000

–

Adjustments upon released

-

–

(212,928)

1,058,059

–

Released

(4,361,498)

–

(136,421)

(3,174,173)

–

Cancelled

–

–

–

(120,000)

(400,400)

Balance at 31 December

–

–

–

5,301,606

12,406,051

2024

Contingent awards /Awards

(Keppel RSP 2020-Deferred Shares)

Balance at 1 January

–

1,972,017

378,664

5,934,617

13,106,751

Granted

5,159,276

–

–

1,850,000

–

Adjustments upon released

–

986,009

–

946,162

–

Released

(5,159,276)

(2,958,026)

–

(2,838,484)

–

Cancelled

–

–

(29,315)

(214,575)

(300,300)

Balance at 31 December

–

–

349,349

5,677,720

12,806,451

At the end of the financial year, the number of contingent award of Shares granted but not released was:

•

Nil (2024: Nil) under the Keppel PSP;

•

Nil (2024: 349,349) under the Keppel PSP-M1 TIP;

•

5,301,606 (2024: 5,677,720) under the Keppel PSP 2020; and

•

12,406,051 (2024: 12,806,451) under the Keppel PSP 2020-TIP.

Depending on the achievement of pre-determined performance targets, the actual number of Shares to be released could

range from zero to a maximum of 7,952,409 under the Keppel PSP 2020, and zero to a maximum of 18,609,077 under the

Keppel PSP 2020-TIP.

2025

2024

Keppel RSP

2020-Deferred

Shares

Keppel RSP

2020-Deferred

Shares

Awards released but not vested:

Balance at 1 January

5,617,240

7,350,026

Released

4,361,498

5,159,276

Vested

(5,465,020)

(6,665,444)

Cancelled

(244,036)

(226,618)

Balance at 31 December

4,269,682

5,617,240

As at 31 December 2025, there were 4,269,682 (2024: 5,617,240) Shares under the Keppel RSP 2020-Deferred Shares that were

released but not vested.

161

ANNUAL REPORT 2025

3.

SHARE CAPITAL (continued)

Keppel Share Plans (continued)

The fair values of the contingent award of Shares under the Keppel RSP 2020-Deferred Shares, Keppel PSP-M1 TIP, Keppel PSP

2020 and the Keppel PSP 2020-TIP are determined at the grant date using Monte Carlo simulation method which involves

projection of future outcomes using statistical distributions of key random variables including share price and volatility.

On 25 February 2025, the Company granted total awards of 4,361,498 Shares under the Keppel RSP 2020-Deferred Shares

and the estimated fair value of the Shares granted were $6.45. On 30 April 2025, the Company granted contingent awards of

1,860,000 Shares under the Keppel PSP 2020 and the estimated fair value of the Shares granted was $4.67.

In the prior year, on 15 February 2024, the Company granted total awards of 5,159,276 Shares under the Keppel RSP

2020-Deferred Shares and the estimated fair value of the Shares granted were $7.04. On 30 April 2024, the Company granted

contingent awards of 1,850,000 Shares under the Keppel PSP 2020 and the estimated fair value of the Shares granted was $5.04.

The significant inputs into the model are as follows:

Keppel RSP

2020-Deferred

Shares

Keppel PSP

2020

2025

Date of grant

25.02.2025

30.04.2025

Prevailing share price at date of grant

$6.78

$6.56

Expected volatility of the Company

17.97%

20.51%

Expected term

0.00 – 2.00 years

2.88 years

Risk free rate

2.7% – 2.8%

2.1%

Expected dividend yield

*

*

2024

Date of grant

15.02.2024

30.04.2024

Prevailing share price at date of grant

$7.37

$6.88

Expected volatility of the Company

17.47%

20.97%

Expected term

0.00 – 2.00 years

2.83 years

Risk free rate

3.2% – 3.5%

3.4%

Expected dividend yield

*

*

* Expected dividend yield is based on management’s forecast.

The expected volatilities are based on the historical volatilities of the Company’s share price over the previous 36 months

immediately preceding the grant date. The expected term used in the model is based on the grant date and the expected

vesting dates.

162

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

4.

RESERVES

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Capital reserves

Share option and share plans reserve

207,110

206,380

207,110

206,379

Fair value reserve

(313,061)

(332,337)

20,211

17,483

Hedging reserve

(131,406)

37,048

–

–

Bonus issue by subsidiaries

40,000

40,000

–

–

Statutory reserves

164,667

160,377

–

–

Others

(93,054)

(66,465)

(77,187)

(61,567)

(125,744)

45,003

150,134

162,295

Revenue reserves

10,497,439

10,337,915

6,242,192

6,284,721

Foreign exchange translation account

(1,061,078)

(838,307)

–

–

9,310,617

9,544,611

6,392,326

6,447,016

Exchange differences arise from the translation of financial statements of foreign operations whose functional currencies

are different from that of the Group’s presentation currency as well as from the translation of foreign currency loans that

form part of the Group’s net investment in foreign operations. The translation loss for 2025 arose largely from the

weakening of foreign currencies, such as United States Dollar, Renminbi, Indonesian Rupiah and Vietnamese Dong against

Singapore dollar. In 2024, the translation loss arose largely from the weakening of foreign currencies, such as Vietnamese

Dong and Renminbi against Singapore dollar.

Movements in the Group’s and the Company’s reserves are set out in the respective Statements of Changes in Equity.

Movements in hedging reserve by risk categories are as follows:

Foreign

exchange risk

$’000

Interest

rate risk

$’000

Price risk

$’000

Total

$’000

GROUP

2025

As at 1 January

(1,553)

76,539

(37,938)

37,048

Fair value changes arising during the year, net of tax

(12,599)

(159,523)

(47,921)

(220,043)

Realised and transferred to profit or loss account

– Materials, subcontract and other costs

8,092

–

6,037

14,129

– Other operating loss – net

(10,350)

–

–

(10,350)

– Interest expenses

–

69,171

–

69,171

– Other gains and losses

–

580

–

580

Share of associated companies and joint ventures’ fair value changes

(88)

(21,853)

–

(21,941)

As at 31 December

(16,498)

(35,086)

(79,822)

(131,406)

2024

As at 1 January

(12,431)

96,994

(26,835)

57,728

Fair value changes arising during the year, net of tax

71,764

31,277

(13,101)

89,940

Realised and transferred to profit or loss account

– Materials, subcontract and other costs

23,332

–

1,998

25,330

– Other operating loss – net

(84,065)

–

–

(84,065)

– Interest expenses

–

(38,503)

–

(38,503)

– Other gains and losses

–

12,434

–

12,434

Share of associated companies and joint ventures’ fair value changes

(153)

(25,663)

–

(25,816)

As at 31 December

(1,553)

76,539

(37,938)

37,048

The changes in fair value of the hedging instruments approximate the changes in fair value of the hedged items, which

resulted in minimal hedge ineffectiveness recognised in profit or loss.

163

ANNUAL REPORT 2025

5.

PERPETUAL SECURITIES

On 16 September 2021, the Company issued subordinated perpetual securities with an aggregate principal amount of

$400,000,000 and an initial distribution rate of 2.9% per annum. The distribution will be payable semi-annually in arrear

unless deferred at the discretion of the Company and will be cumulative in accordance with the terms and conditions of the

perpetual securities. The perpetual securities have no fixed redemption date and are redeemable in whole at the Company’s

option on 16 September 2024 or any subsequent semi-annual distribution payment dates thereafter, at their principal

amount, together with any accrued, unpaid or deferred distributions.

Subject to the relevant terms and conditions of the perpetual securities, the Company can elect to defer distributions on these

perpetual securities and is not subject to any limits as to the number of times a distribution can be deferred, unless it has:

i.

paid or declared discretionary dividends, distributions or other discretionary payment in respect of its ordinary

shares; or

ii.

redeemed, cancelled, bought back or otherwise acquired ordinary shares (except in connection with any share

scheme shares/options), during the six months ending on the day before the relevant distribution payment date.

If on any distribution payment date, payment of all distribution payments is not made in full, the Company shall not (i) pay

or declare any dividends, distributions or other discretionary payment on its ordinary shares or (ii) redeem, reduce, cancel,

buy-back or acquire ordinary shares (except in connection with any share scheme shares/options) until the Company has

satisfied in full all outstanding arrears of distribution on these perpetual securities or is permitted to do so by an

extraordinary resolution by the holders of the perpetual securities.

As the perpetual securities have no fixed redemption date and the payment of distributions is at the discretion of the Company,

the perpetual securities do not meet the definition for classification as a financial liability under SFRS(I) 1-32 Financial

Instruments: Presentation. The whole instrument is presented within equity, and distributions are treated as dividends.

As at 31 December 2025, the perpetual securities of $401,521,000 (2024: $401,521,000) recognised within equity include the

accrued distributions for the perpetual securities and distributions paid to perpetual securities holders for the year.

164

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

6.

NON-CONTROLLING INTERESTS

The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:

NCI percentage of ownership

interest and voting interest

Carrying amount of NCI

Profit/(loss) after tax

allocated to NCI

2025

2024

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Konnectivity Pte. Ltd.

20%

20%

251,805

291,555

(43,463)

13,645

Other subsidiaries with immaterial NCI

70,262

(21,612)

(15,191)

8,849

Total

322,067

269,943

(58,654)

22,494

Summarised financial information before inter-group elimination

Konnectivity Pte. Ltd.

2025

$’000

2024

$’000

Non-current assets

330,238

2,029,370

Current assets

2,265,099

551,610

Non-current liabilities

9,795

361,153

Current liabilities

1,005,342

406,000

Net assets

1,580,200

1,813,827

Less: NCI

(321,175)

(356,050)

1,259,025

1,457,777

Revenue

748,019

408,506

Profit for the year

14,981

14,772

Profit for the year – discontinued operations

(257,288)

52,739

Total comprehensive income

(242,307)

67,511

Net cash generated from operations

129,899

82,185

Net cash used in investing activities

(203,392)

(164,610)

Net cash from financing activities

107,950

63,649

Total comprehensive income allocated to NCI

(42,202)

14,375

Dividends paid to NCI

–

7,532

The following summarises the effect of the change in the Group’s ownership interest on the equity attributable to owners of

the Company:

2025

$’000

2024

$’000

Amounts paid on changes in ownership interest in subsidiaries

(429)

–

Non-controlling interest acquired

(12,454)

–

Total amount recognised in equity reserves

(12,883)

–

165

ANNUAL REPORT 2025

7.

FIXED ASSETS

Freehold Land

& Buildings

$’000

Buildings on

Leasehold

Land

$’000

Networks &

Related

Application

Systems

$’000

Plant,

Machinery,

Equipment &

Others1

$’000

Rigs

$’000

Capital

Work-in-

Progress

$’000

Total

$’000

GROUP

2025

Cost

At 1 January

44,678

412,842

282,949

1,110,992

1,409,838

1,968,017

5,229,316

Additions

227

1,562

26,013

125,763

–

100,362

253,927

Disposals

(666)

(22,095)

(2,251)

(41,314)

–

(15,715)

(82,041)

Write-off

–

–

–

(9)

–

–

(9)

Subsidiaries acquired

6,370

606

570

232,402

–

13,798

253,746

Subsidiaries disposed

(11,616)

(24)

–

(34,649)

–

(105)

(46,394)

Reclassification

– Other fixed assets

categories

(104)

312

–

19,892

–

(20,100)

–

– Investment properties

(Note 8)

(180)

–

–

–

–

–

(180)

– Right-of-use assets

(Note 9)

–

–

–

23,682

–

–

23,682

– Disposal group and

assets classified as

held for sale (Note 38)

(4,962)

(88,000)

(307,281)

(1,019,077)

–

(10,384)

(1,429,704)

Exchange differences

(596)

(5,115)

–

(6,171)

(54,943)

(74,085)

(140,910)

At 31 December

33,151

300,088

–

411,511

1,354,895

1,961,788

4,061,433

Accumulated

depreciation and

impairment losses

At 1 January

32,630

208,007

95,717

636,631

–

20,236

993,221

Depreciation charge

– from continuing

operations

375

9,817

–

56,902

64,705

23

131,822

– from discontinued

operations

–

1,671

17,168

23,303

–

–

42,142

Disposals

(654)

(22,071)

(2,222)

(40,631)

–

–

(65,578)

Impairment

–

–

–

–

–

25,356

25,356

Write-off

–

–

–

(9)

–

–

(9)

Subsidiaries disposed

(7,810)

(2)

–

(30,524)

–

–

(38,336)

Reclassification

– Other fixed assets

categories

(105)

–

–

105

–

–

–

– Disposal group and

assets classified as

held for sale (Note 38)

(108)

(60,981)

(110,663)

(527,305)

–

–

(699,057)

Exchange differences

(699)

(2,554)

–

(4,533)

(704)

(368)

(8,858)

At 31 December

23,629

133,887

–

113,939

64,001

45,247

380,703

Net Book Value

9,522

166,201

–

297,572

1,290,894

1,916,541

3,680,730

1 Others comprise furniture, fittings, office equipment and vessels.

Included in freehold land & buildings are freehold land amounting to $2,107,000 (2024: $2,619,000).

Certain fixed assets with carrying amount of $32,210,000 (2024: $36,062,000) are mortgaged to banks to secure banking

facilities (Note 25). There was no interest capitalised during the financial years 2025 and 2024.

166

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Freehold Land

& Buildings

$’000

Buildings on

Leasehold

Land

$’000

Networks &

Related

Application

Systems

$’000

Plant,

Machinery,

Equipment &

Others1

$’000

Rigs

$’000

Capital

Work-in-

Progress

$’000

Total

$’000

GROUP

2024

Cost

At 1 January

45,168

412,472

219,726

1,022,901

–

66,996

1,767,263

Additions

241

4,260

63,756

113,236

–

73,181

254,674

Disposals

(501)

(3,276)

(533)

(24,428)

–

(26,678)

(55,416)

Write-off

–

–

–

(757)

–

–

(757)

Subsidiary acquired

(Note 39)

–

–

–

–

1,409,838

1,873,170

3,283,008

Subsidiaries disposed

–

–

–

(483)

–

(15,908)

(16,391)

Reclassification

55

–

–

2,007

–

(2,062)

–

Exchange differences

(285)

(614)

–

(1,484)

–

(682)

(3,065)

At 31 December

44,678

412,842

282,949

1,110,992

1,409,838

1,968,017

5,229,316

Accumulated

depreciation and

impairment losses

At 1 January

32,444

171,491

68,384

572,507

–

20,288

865,114

Depreciation charge

– from continuing

operations

876

10,077

–

46,225

–

–

57,178

– from discontinued

operations

–

2,597

27,645

38,436

–

–

68,678

Disposals

(501)

(1,081)

(312)

(19,231)

–

–

(21,125)

Impairment

–

25,032

–

–

–

–

25,032

Write-off

–

–

–

(757)

–

–

(757)

Subsidiaries disposed

–

–

–

(374)

–

–

(374)

Exchange differences

(189)

(109)

–

(175)

–

(52)

(525)

At 31 December

32,630

208,007

95,717

636,631

–

20,236

993,221

Net Book Value

12,048

204,835

187,232

474,361

1,409,838

1,947,781

4,236,095

1 Others comprise furniture, fittings and office equipment.

167

ANNUAL REPORT 2025

7.

FIXED ASSETS (continued)

Freehold

Land &

Buildings

$’000

Plant,

Machinery,

Equipment &

Others2

$’000

Total

$’000

COMPANY

2025

Cost

At 1 January

732

21,392

22,124

Additions

–

23

23

Disposals

(5)

(93)

(98)

At 31 December

727

21,322

22,049

Accumulated depreciation and impairment losses

At 1 January

732

19,613

20,345

Depreciation charge

–

878

878

Disposals

(5)

(93)

(98)

At 31 December

727

20,398

21,125

Net Book Value

–

924

924

2024

Cost

At 1 January

1,233

21,885

23,118

Disposals

(501)

(493)

(994)

At 31 December

732

21,392

22,124

Accumulated depreciation and impairment losses

At 1 January

1,233

19,032

20,265

Depreciation charge

–

1,010

1,010

Disposals

(501)

(429)

(930)

At 31 December

732

19,613

20,345

Net Book Value

–

1,779

1,779

2 Others comprise furniture, fittings and office equipment.

168

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

8.

INVESTMENT PROPERTIES

GROUP

2025

$’000

2024

$’000

At 1 January

5,331,793

4,665,064

Development expenditure

79,591

259,980

Fair value gain (Note 28)

(30,264)

342,344

Subsidiaries acquired

133,441

345,590

Subsidiaries disposed

(368,739)

(264,075)

Reclassification

– Fixed assets (Note 7)

180

–

Assets held for sale

(145,000)

–

Exchange differences

(132,373)

(17,110)

At 31 December

4,868,629

5,331,793

The Group revalues its investment property portfolio on an annual basis except for significant investment properties which

are revalued on a half-yearly basis. The fair value of investment properties is determined by external, independent professional

valuers which have appropriate recognised professional qualifications and experience in the location and category of

property being valued. Management reviews the appropriateness of the valuation methodologies and assumptions adopted,

and the reliability of the inputs used in the valuations.

The Group’s investment properties (including integral plant and machinery) are stated at management’s assessments based

on the following valuations (open market value basis) by independent professional valuers as at 31 December 2025:

•

Cushman & Wakefield VHS Pte Ltd and Knight Frank Pte Ltd for properties in Singapore;

•

PA International Property Consultants (KL) Sdn Bhd. for a property in Malaysia;

•

Cushman & Wakefield Limited and Colliers Appraisal & Advisory Services Co., Ltd for properties in China;

•

KJPP Willson & Rekan (an affiliate of Knight Frank) for properties in Indonesia;

•

Cushman & Wakefield Vietnam Ltd and VAS Valuation Co., Ltd (in association with CBRE (Vietnam) Co., Ltd) for

properties in Vietnam;

•

Cushman & Wakefield India Private Limited and Jones Lang LaSalle Property Consultants India Private Limited for

properties in India;

•

Savills Valuations Pty Ltd for properties in Australia; and

•

Savills (UK) Limited for a property in the Netherlands.

Based on valuations performed by the independent professional valuers, management has analysed the appropriateness of

the fair value changes.

Interest capitalised within development expenditure during the financial year amounted to $7,940,000 (2024: $59,104,000).

The Group has mortgaged certain investment properties of carrying value amounting to $2,000,778,000 as at 31 December

2025 (2024: $2,471,681,000) to banks for loan facilities (Note 25).

169

ANNUAL REPORT 2025

9.

RIGHT-OF-USE ASSETS (LEASES)

Leases

The Group as lessee

Leasehold land & buildings

The Group leases several lands, offices and retail stores for use in its operations.

Plant, machinery, equipment & others

The Group leases equipment and vehicles for office and operation use, mainly in the Connectivity and Infrastructure segments.

Base station sites

The Group leases base station sites to facilitate transmission of telecommunication services.

There are no externally imposed covenants on these lease arrangements.

Right-of-use assets

Leasehold

Land &

Buildings

$’000

Plant,

Machinery,

Equipment &

Others1

$’000

Base

Station

Sites

$’000

Total

$’000

GROUP

2025

Net Book Value

At 1 January

166,678

32,698

16,347

215,723

Additions

52,680

751

391

53,822

Depreciation

– from continuing operations

(27,660)

(6,848)

–

(34,508)

– from discontinued operations

(2,984)

–

(1,821)

(4,805)

Disposals

(2,172)

(4)

–

(2,176)

Remeasurement

1,939

–

–

1,939

Subsidiary acquired

874

–

–

874

Reclassification

– Fixed assets (Note 7)

–

(23,682)

–

(23,682)

– Disposal group and assets held for sale (Note 38)

(18,536)

(252)

(14,038)

(32,826)

Exchange differences

(2,006)

1,169

(879)

(1,716)

At 31 December

168,813

3,832

–

172,645

2024

Net Book Value

At 1 January

189,244

4,147

20,339

213,730

Additions

14,673

30,229

888

45,790

Depreciation

– from continuing operations

(23,382)

(1,601)

(461)

(25,444)

– from discontinued operations

(4,485)

(25)

(4,419)

(8,929)

Disposals

(5,076)

–

–

(5,076)

Exchange differences

(4,296)

(52)

–

(4,348)

At 31 December

166,678

32,698

16,347

215,723

1 Others comprise furniture, fittings, office equipment and motor vehicles.

Total cash outflow for all the leases was $73,933,000 (2024: $55,216,000) for the Group.

170

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Leasehold

Land &

Buildings

$’000

Plant,

Machinery,

Equipment &

Others2

$’000

Total

$’000

COMPANY

2025

Net Book Value

At 1 January

4,922

1

4,923

Depreciation

(3,446)

(1)

(3,447)

Disposal

(41)

–

(41)

At 31 December

1,435

–

1,435

2024

Net Book Value

At 1 January

7,908

15

7,923

Additions

799

–

799

Depreciation

(3,785)

(14)

(3,799)

At 31 December

4,922

1

4,923

2 Others comprise office equipment.

Total cash outflow for all the leases was $4,069,000 (2024: $4,222,000) for the Company.

GROUP

2025

$’000

2024

$’000

Lease expense not capitalised in lease liabilities

Short-term leases

12,137

7,850

Low-value leases

50

11

Variable lease payments which do not depend on an index or rate

415

395

As at 31 December 2025, future cash outflows to which the Group is potentially exposed that are not reflected in the measurement

of lease liabilities include variable lease payments, $25,395,000 (2024: $24,796,000) for extension options and $55,243,000

(2024: $92,688,000) for committed leases which have yet to commence.

The following table details the liquidity analysis for lease liabilities of the Group and the Company based on contractual

undiscounted cash flows.

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Within one year

18,860

42,379

1,030

4,061

Within one to two years

23,780

30,440

34

1,093

Within two to five years

27,722

38,881

–

35

After five years

92,396

88,476

–

–

Total

162,758

200,176

1,064

5,189

171

ANNUAL REPORT 2025

9.

RIGHT-OF-USE ASSETS (LEASES) (continued)

The Group as lessor

The Group leases out properties, pipe service corridor racks, wayleaves facilities and rigs to non-related parties under

non-cancellable operating leases. At the end of the reporting period, the Group’s undiscounted future minimum lease

receivables under non-cancellable operating leases contracted for at the end of the reporting period but not recognised as

receivables are as follows:

GROUP

2025

$’000

2024

$’000

Within one year

158,481

131,050

In the second year

128,640

107,398

In the third year

70,067

92,889

In the fourth year

39,843

51,376

In the fifth year

23,154

23,014

After the fifth year

67,416

57,883

Total

487,601

463,610

The Group entered into leasing arrangement with customers for certain equipment as a manufacturer lessor and built-to-suit

data centre for a customer. The lease is classified as finance lease as the customers have an option to purchase the underlying

asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable for it

to be reasonably certain, at the inception date, that the option will be exercised.

The assets relating to the finance lease is derecognised and the net investment in the lease is recognised under lease

receivables (Note 17).

The following table shows the maturity analysis of the undiscounted lease payments to be received:

GROUP

2025

$’000

2024

$’000

Within one year

16,916

15,097

In the second year

17,048

78,478

In the third year

17,140

5,462

In the fourth year

17,210

5,457

In the fifth year

17,280

5,450

After the fifth year

143,318

41,565

Total

228,912

151,509

As at 31 December 2025, the undiscounted lease payments to be received has increased as the Group had reassessed the

lease term for the built-to-suit data centre by extending another 11 years and has also entered into new finance lease

arrangements for certain equipment.

172

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

10.

INTANGIBLES

Goodwill

$’000

Development

Expenditure

$’000

Brand

$’000

Spectrum

Rights

$’000

Customer

Contracts and

Relationships

$’000

Others

$’000

Total

$’000

GROUP

2025

At 1 January

1,060,671

5,212

223,593

121,359

66,567

24,168

1,501,570

Additions

–

795

–

94,016

301

–

95,112

Acquisition of subsidiaries

159,208

–

21,698

–

201,725

–

382,631

Amortisation

– from continuing operations

–

(57)

–

685

(4,100)

(686)

(4,158)

– from discontinued operations

–

285

(5,397)

(10,845)

(10,921)

–

(26,878)

Impairment

– from discontinued operations

(309,406)

–

–

–

–

–

(309,406)

Reclassification

– Disposal group and assets

classified as held for sale

(569,260)

–

(227,877)

(205,215)

(222,423)

(6,729)

(1,231,504)

Exchange differences

–

1,006

–

–

39

5

1,050

At 31 December

341,213

7,241

12,017

–

31,188

16,758

408,417

Cost

341,213

14,662

12,017

–

98,514

16,758

483,164

Accumulated amortisation

–

(7,421)

–

–

(67,326)

–

(74,747)

341,213

7,241

12,017

–

31,188

16,758

408,417

2024

At 1 January

1,060,671

5,100

232,845

127,056

87,150

21,480

1,534,302

Additions

–

436

–

10,336

–

3,365

14,137

Amortisation

– from continuing operations

–

(317)

–

–

(1,601)

(679)

(2,597)

– from discontinued operations

–

–

(9,252)

(16,033)

(19,405)

–

(44,690)

Exchange differences

–

(7)

–

–

423

2

418

At 31 December

1,060,671

5,212

223,593

121,359

66,567

24,168

1,501,570

Cost

1,060,671

13,414

277,563

194,123

210,485

25,942

1,782,198

Accumulated amortisation

–

(8,202)

(53,970)

(72,764)

(143,918)

(1,774)

(280,628)

1,060,671

5,212

223,593

121,359

66,567

24,168

1,501,570

173

ANNUAL REPORT 2025

10.

INTANGIBLES (continued)

Impairment testing of goodwill

During the privatisation of M1 Limited in 2019, the Group recognised a goodwill of $988 million, which was allocated to M1

Limited as a single cash-generating unit (“CGU”). Following the classification of the M1’s Telco business as a “Disposal group

classified as held for sale” (Note 38), goodwill was allocated between M1 Telco and the Technology Solutions & Services

business (formerly known as information and communications technology (ICT) business) which the Group will retain, based

on their relative fair values. The relative fair values were determined using a market based valuation approach with reference

to market multiples. Accordingly, goodwill of $790 million was allocated to the Telco business and included in the carrying

amount of the disposal group, while goodwill of $198 million was retained by the Technology Solutions & Services business.

As at 31 December 2025, total goodwill attributable to Technology Solutions & Services business as a CGU amounted to

$215 million, which included goodwill arising from the acquisition of a subsidiary within the Technology Solutions & Services

business during the year. The recoverable amount of the Technology Solutions & Services business as a CGU was determined

based on its value-in-use (“VIU”) using a discounted cash flow model based on probability weighted cash flow projections

by management covering a 5-year period, and cash flows beyond the 5-year period were extrapolated using a terminal

growth rate of 2.0% premised on the estimated long term growth rate for the country where the CGU operates. Cash flows

were discounted using a discount rate of 9.8% per annum. The recoverable amount was estimated to be higher than the

carrying value of the CGU. Accordingly, no impairment of goodwill was recognised in 2025.

The assessment of the VIU of the Technology Solutions & Services business as a CGU required significant judgment in

estimating the cash flow projections, terminal growth rate and discount rate. The calculation of VIU for the CGU is sensitive

to the terminal growth rate and discount rate applied:

•

If the terminal growth rate were to decrease by 0.5% and holding all other variables constant, the recoverable amount

would decrease, but would not result in impairment for the financial year ended 31 December 2025.

•

If the discount rate were to increase by 1% and holding all other variables constant, the recoverable amount would

decrease, but would not result in impairment for the financial year ended 31 December 2025.

11.

SUBSIDIARIES

COMPANY

2025

$’000

2024

$’000

Quoted shares, at cost

Market value: $1,740,000 (2024: $8,692,000)

493

493

Unquoted shares, at cost

8,008,686

8,363,578

8,009,179

8,364,071

Provision for impairment

(430,274)

(430,274)

7,578,905

7,933,797

Movements in the provision for impairment of subsidiaries are as follows:

COMPANY

2025

$’000

2024

$’000

At 1 January

430,274

447,128

Charge to profit or loss

–

1,561

Disposal

–

(18,415)

At 31 December

430,274

430,274

During the financial year, the Company undertook the following transactions on 1 July 2025 as part of its restructuring exercise:

•

Keppel Infrastructure Holdings Pte. Ltd. (“KIH”), a wholly-owned subsidiary of the Company, was transferred by the

Company to Keppel Management Ltd. (“KML”) (the “transfer”); and

•

Keppel Telecommunications & Transportation Ltd. (“KTT”), a wholly-owned subsidiary of the Company, and KML amalgamated

to continue as one company (the “amalgamation”) pursuant to Section 215A and Section 215D of the Companies Act 1967

of Singapore, with KML as the amalgamated company. Consequentially, all the shares of KTT were cancelled without

payment or other consideration pursuant to the amalgamation.

174

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Accordingly, an amount of $445,892,000 in Keppel Infrastructure Holdings Pte. Ltd. was transferred from the Company to

KML. In addition, the Company also subscribed to additional amounts of ordinary shares in a subsidiary amounting to

$91,000,000.

Information relating to significant subsidiaries consolidated in the financial statements is given in Note 41.

12.

ASSOCIATED COMPANIES AND JOINT VENTURES

GROUP

2025

$’000

2024

$’000

Quoted shares, at cost

Market value: $2,515,518,000 (2024: $2,045,815,000)

2,207,954

1,997,947

Unquoted shares, at cost

4,166,107

4,163,163

6,374,061

6,161,110

Provision for impairment

(148,236)

(111,125)

6,225,825

6,049,985

Share of reserves post acquisition

139,136

207,600

6,364,961

6,257,585

Unquoted shares, at fair value through profit or loss

762,199

439,803

Notes issued by and long-term receivable from an associated company

232,947

240,268

Advances to associated companies and joint ventures

245,015

176,488

7,605,122

7,114,144

Notes issued by and long-term receivable from an associated company amounted to $232,947,000 (2024: $240,268,000).

The notes issued are unsecured and will mature in 2040. Interest is charged at 17.5% (2024: 17.5%) per annum. The long-term

receivable are non-interest bearing and not repayable on demand. Including share of net liabilities and other adjustments,

the carrying amount of the associated company amounted to approximately $5,243,000 (2024: $Nil).

Advances to associated companies and joint ventures are unsecured and are not repayable within the next 12 months.

Interest is charged at 3.0% to 6.8% (2024: 3.0% to 11.0%) per annum on interest-bearing advances.

In 2024, the Group paid the purchase consideration for Phase 1 acquisition of Aermont Capital S.à r.l, comprising cash of

$161 million (equivalent to €110 million) and issued 31,348,093 of treasury shares at fair value of $214 million (equivalent to

€154 million). The balance consideration, based on maximum consideration payable for Phase 1, of approximately $87 million

(equivalent to €62 million) was recorded under Creditors (Note 23) in the consolidated financial statements as at 31 December

2024 and was subsequently paid in 2025.

Maximum consideration payable for Phase 2 of €575 million is expected to be paid on the completion of Phase 2 in 2028 and

is disclosed in Note 33 as a capital commitment.

Movements in the provision for impairment of associated companies and joint ventures are as follows:

GROUP

2025

$’000

2024

$’000

At 1 January

111,125

94,159

Impairment loss

37,119

17,970

Disposal and liquidation

–

(1,050)

Exchange differences

(8)

46

At 31 December

148,236

111,125

Impairment loss made mainly relates to the shortfall between the carrying amount of the costs of investment and the

recoverable amount of associated companies and joint ventures.

175

ANNUAL REPORT 2025

12.

ASSOCIATED COMPANIES AND JOINT VENTURES (continued)

The carrying amount of the Group’s material associated companies and joint venture, all of which are equity accounted for,

are as follows:

2025

$’000

2024

$’000

Keppel REIT

a

1,667,309

1,602,735

Keppel DC REIT

b

837,703

594,991

Sino-Singapore Tianjin Eco-City Investment and Development Co., Limited

c

663,082

671,428

Aermont Capital S.à r.l

d

533,142

533,633

Other associated companies and joint ventures

3,903,886

3,711,357

7,605,122

7,114,144

The summarised financial information of the material associated companies and joint venture, not adjusted for the

Group’s proportionate share, based on its SFRS(I) financial statements and a reconciliation with the carrying amount of the

investment in the consolidated financial statements are as follows:

a.

Keppel REIT

2025

$’000

2024

$’000

Current assets

154,416

105,770

Non-current assets

9,824,531

8,351,873

Total assets

9,978,947

8,457,643

Current liabilities

1,441,744

757,132

Non-current liabilities

2,530,372

2,059,296

Total liabilities

3,972,116

2,816,428

Net assets

6,006,831

5,641,215

Less: Non-controlling interests

(883,132)

(750,158)

5,123,699

4,891,057

Proportion of the Group’s ownership

37%

37%

Group’s share of net assets

1,885,521

1,833,608

Other adjustments^

(218,212)

(230,873)

Carrying amount of equity interest

1,667,309

1,602,735

Revenue

274,478

261,580

Profit after tax

504,035

129,729

Other comprehensive loss

(93,547)

(52,256)

Total comprehensive income

410,488

77,473

Fair value of ownership interest (if listed)**

1,440,047

1,253,737

Dividends received

104,756

80,823

** Based on the quoted market price as at 31 December 2025 and 2024 (Level 1 in the fair value hierarchy).

^ Mainly relates to unrealised profits from transactions with associated company.

As at 31 December 2025 and 31 December 2024, the fair value of Keppel REIT was below the carrying amount of the

Group’s effective ownership interest. Management is of the view that no impairment is required as it is held for long

term and its recoverable amount approximates the carrying amount.

176

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

b.

Keppel DC REIT

2025

$’000

2024

$’000

Current assets

649,021

447,728

Non-current assets

6,232,161

5,095,505

Total assets

6,881,182

5,543,233

Current liabilities

458,409

386,757

Non-current liabilities

2,192,657

1,729,528

Total liabilities

2,651,066

2,116,285

Net assets

4,230,116

3,426,948

Less: Non-controlling interests

(61,661)

(54,932)

4,168,455

3,372,016

Proportion of the Group’s ownership

19%

17%

Group’s share of net assets

799,601

593,890

Other adjustments

38,102

1,101

Carrying amount of equity interest

837,703

594,991

Revenue

441,362

310,287

Profit after tax

434,682

313,978

Other comprehensive loss

(1,721)

(12,516)

Total comprehensive income

432,961

301,462

Fair value of ownership interest (if listed)**

1,053,431

771,614

Dividends received

19,266

36,609

** Based on the quoted market price as at 31 December 2025 and 2024 (Level 1 in the fair value hierarchy).

c.

Sino-Singapore Tianjin Eco-City Investment and Development Co., Limited

2025

$’000

2024

$’000

Current assets

1,126,138

1,191,130

Non-current assets

480,806

488,688

Total assets

1,606,944

1,679,818

Current liabilities

269,237

319,952

Non-current liabilities

1,290

1,293

Total liabilities

270,527

321,245

Net assets

1,336,417

1,358,573

Proportion of the Group’s ownership

50%

50%

Group’s share of net assets

668,209

679,287

Other adjustments

(5,127)

(7,859)

Carrying amount of equity interest

663,082

671,428

Revenue

185,695

308,442

Profit after tax

36,563

56,366

Other comprehensive income

–

–

Total comprehensive income

36,563

56,366

Dividends received

17,801

18,780

177

ANNUAL REPORT 2025

12.

ASSOCIATED COMPANIES AND JOINT VENTURES (continued)

d.

Aermont Capital S.à r.l

2025

$’000

2024

$’000

Current assets1

88,486

103,920

Non-current assets

62,442

35,558

Total assets

150,928

139,478

Current liabilities2

40,231

42,554

Non-current liabilities3

19,829

1,327

Total liabilities

60,060

43,881

Net assets

90,868

95,597

Less: Non-controlling interests

(42,162)

(45,659)

48,706

49,938

Proportion of the Group’s ownership

50%

50%

Group’s share of net assets

24,353

24,969

Other adjustments^

508,789

508,664

Carrying amount of equity interest

533,142

533,633

Revenue

144,409

88,319

Profit after tax4

73,203

56,401

Other comprehensive loss

–

(3)

Total comprehensive income

73,203

56,398

Dividends received

39,063

–

1 Includes cash and cash equivalents

38,891

44,006

2 Includes current financial liabilities (excluding trade and other payables and provision)

1,245

1,082

3 Includes non-current financial liabilities (excluding trade and other payables and provision)

19,829

1,327

4 Includes:

– Depreciation and amortisation

(2,150)

(1,094)

– Interest income

836

836

– Interest expense

(457)

(165)

– Tax expense

(13,323)

(8,578)

^ Mainly relates to goodwill and other intangible assets.

e.

Other associated companies and joint ventures

Aggregate information about the Group’s investments in other associated companies and joint ventures are as follows:

2025

$’000

2024*

$’000

Share of results – continuing operations

155,901

17,946

Share of other comprehensive loss

(98,976)

(38,980)

Share of total comprehensive income/(loss)

56,925

(21,034)

* Comparative information has been re-presented due to a discontinued operation (Note 38).

Information relating to significant associated companies and joint ventures, including information on principal activities,

country of operation/incorporation and proportion of ownership interest, and whose results are included in the

financial statements is set out in Note 41.

178

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

13.

INVESTMENTS

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Investments at fair value through other comprehensive income (“OCI”):

– Quoted equity units in a public infrastructure trust managed

by a related company

542,670

498,370

–

–

– Quoted equity shares in other industries

575

1,875

–

–

– Unquoted equity shares in real estate industry

67,894

49,520

20,211

17,483

– Unquoted equity shares and funds in other industries

110,023

120,052

–

–

– Unquoted funds managed by a related company

88,228

82,568

–

–

Total investments at fair value through OCI

809,390

752,385

20,211

17,483

Investments at fair value through profit or loss:

– Quoted equity shares

139,740

72,853

–

–

– Unquoted equity shares and funds

751,503

872,165

–

–

– Unquoted bonds and debentures

37,591

47,484

–

–

Total investments at fair value through profit or loss

928,834

992,502

–

–

Total investments

1,738,224

1,744,887

20,211

17,483

Unquoted investments at fair value through profit or loss included compulsorily convertible debentures amounting to $37,591,000

(2024: $45,149,000). The compulsorily convertible debentures bear interest at 10.0% per annum which is maturing in 2040.

14.

DEFERRED TAXATION

GROUP

2025

$’000

2024

$’000

Deferred tax liabilities

323,529

419,607

Deferred tax assets

(89,059)

(85,219)

Net deferred tax liabilities

234,470

334,388

Net deferred tax liabilities are determined by offsetting deferred tax assets against deferred tax liabilities of the same entities

arising from same tax jurisdiction. Deferred tax assets are recognised for unutilised tax benefits carried forward to the extent

that realisation of the related tax benefits through future taxable profits is probable.

The Group has unrecognised deferred tax liabilities of $11,624,000 (2024: $9,132,000) for taxes that would be payable on the

undistributed earnings of certain subsidiaries as these earnings would not be distributed in the foreseeable future and the

Group is in a position to control the timing of the reversal of the temporary differences.

The Group has unrecognised deferred tax liabilities of $13,398,000 (2024: $14,077,000) for taxes that would be payable on the

undistributed earnings of certain associated companies and joint ventures as these earnings would not be distributed in the

foreseeable future.

The Group has unutilised tax losses and capital allowances of $1,690,491,000 (2024: $1,052,644,000) for which no deferred tax

benefit is recognised in the balance sheet. These tax losses and capital allowances can be carried forward and used to offset

against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax

losses and capital allowances in their respective countries of incorporation. Tax losses amounting to $686,957,000 (2024:

$527,866,000) can be carried forward for a period of three to nine years (2024: one to nine years) subsequent to the year of the

loss, while the remaining tax losses have no expiry date.

179

ANNUAL REPORT 2025

14.

DEFERRED TAXATION (continued)

Movements in deferred tax liabilities and assets are as follows:

At

1 January

$’000

Charged/

(credited)

to profit or

loss

$’000

Charged/

(credited)

to other

com-

prehensive

income

$’000

Net

subsidiaries

acquired/

disposed

$’000

Disposal

group and

assets

classified

as held

for sale

$’000

Exchange

Differences

$’000

At

31 December

$’000

GROUP

2025

Deferred Tax Liabilities

Accelerated tax depreciation

160,920

4,617

–

5,049

(123,519)

834

47,901

Investment properties valuation

190,835

6,151

–

(21,061)

(3,726)

(7,667)

164,532

Offshore income & others

59,127

37,025

(2,485)

(2)

–

(1,294)

92,371

Total

410,882

47,793

(2,485)

(16,014)

(127,245)

(8,127)

304,804

Deferred Tax Assets

Other provisions

(29,113)

2,576

–

(3,013)

–

3,586

(25,964)

Unutilised tax benefits

(51,613)

655

–

–

–

2,342

(48,616)

Lease liabilities

4,232

(266)

–

–

–

280

4,246

Total

(76,494)

2,965

–

(3,013)

–

6,208

(70,334)

Net Deferred Tax Liabilities

334,388

50,758

(2,485)

(19,027)

(127,245)

(1,919)

234,470

2024

Deferred Tax Liabilities

Accelerated tax depreciation

142,497

18,714

–

–

–

(291)

160,920

Investment properties valuation

204,217

36,267

–

(47,590)

–

(2,059)

190,835

Offshore income & others

59,465

(727)

229

–

–

160

59,127

Total

406,179

54,254

229

(47,590)

–

(2,190)

410,882

Deferred Tax Assets

Other provisions

(18,378)

(11,467)

–

1,547

–

(815)

(29,113)

Unutilised tax benefits

(57,387)

5,577

–

–

–

197

(51,613)

Lease liabilities

2,881

860

–

–

–

491

4,232

Total

(72,884)

(5,030)

–

1,547

–

(127)

(76,494)

Net Deferred Tax Liabilities

333,295

49,224

229

(46,043)

–

(2,317)

334,388

180

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

15.

CONTRACT ASSETS/LIABILITIES

GROUP

31 December

1 January

2025

$’000

2024

$’000

2024

$’000

Non-current

1,623

17,030

18,674

Current

238,614

349,126

405,715

Contract assets

240,237

366,156

424,389

Contract liabilities

83,652

49,821

165,494

Contract assets relate to the construction of facilities and fabrication of equipment, and the right to consideration for

handset and equipment delivered and accepted by customers but not yet billed at the reporting date.

Contract liabilities included proceeds received from sale of properties of $31,724,000 (2024: $36,199,000). Remaining contract

liabilities of $51,928,000 (2024: $13,622,000) are recorded when receipts from customers exceed the value of work transferred

where the customer is invoiced on a milestone payment schedule.

Revenue recognised during the financial year ended 31 December 2025 in relation to the contract liabilities balance at

1 January 2025 was $66,429,000 (2024: $185,588,000).

The aggregate amount of the transaction price allocated to the remaining performance obligations is $657,564,000 (2024:

$1,023,946,000) and the Group expects to recognise this revenue over the next 1 to 5 years (2024: 1 to 5 years).

16.

NOTES RECEIVABLES

On 31 December 2024, arising from the completion of a selective capital reduction (“SCR”) undertaken by Rigco Holding Pte.

Ltd. (“Rigco”), the issuer of the notes receivables, Rigco became a wholly owned subsidiary of the Group. Upon consolidation

of Rigco, the Group derecognised the notes receivables and recognised the assets acquired and liabilities assumed of Rigco

at their fair values as at 31 December 2024 (Notes 2.25(b)(vii) and 39).

Movements in the notes receivables for the full year ended 31 December 2024 are as follows:

Fair

value

$’000

Deferred

loss

$’000

Carrying

value

$’000

At 1 January 2024

3,178,853

1,107,501

4,286,354

Amortisation to profit or loss1

–

(158,127)

(158,127)

Fair value remeasurement, including interest income2

1,093,054

(954,089)

138,965

Repayment received

(71,288)

–

(71,288)

Exchange differences3

17,868

4,715

22,583

Derecognised (Note 39)

(4,218,487)

–

(4,218,487)

At 31 December 2024

–

–

–

1 The amortisation of the deferred loss is recognised in the profit or loss and presented as “fair value (gain)/loss – Notes receivables” in Note 28.

2 The fair value of the notes receivables becomes observable when the notes receivables is deemed to be the purchase consideration for the business combination

(Note 39). The fair value of the notes receivables (including deferred loss) is remeasured to approximate the fair value of net identifiable assets of Rigco as at date

of acquisition, 31 December 2024.

3 The foreign exchange gain arising from the USD denominated notes receivables and the USD denominated unamortised deferred loss are recognised in the profit

or loss and presented as “foreign exchange (gain)/loss” in Note 28.

181

ANNUAL REPORT 2025

17.

LONG TERM ASSETS

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Call option

268,655

249,403

–

–

Finance lease receivables

122,153

122,218

–

–

Other receivables

324,979

327,338

131,830

182,100

715,787

698,959

131,830

182,100

The call option granted to the Group is in connection with the disposal of its 87.51% equity interest in Ocean Properties LLP

(formerly known as Ocean Properties Private Limited) to Keppel REIT in 2011. The Group has an option to acquire the same

shares exercisable at the price of $1 upon the expiry of 99 years from 14 December 2011 under the share purchase agreement.

The call option may be exercised earlier upon the occurrence of certain specified events as stipulated in the call option

deed. As at 31 December 2025, the fair value was determined by reference to the difference in valuations obtained from an

independent professional valuer for the underlying investment property based on the remaining 836-year leasehold and

85-year leasehold (2024: based on the remaining 837-year leasehold and 86-year leasehold). Based on these valuations,

a fair value gain of $19,252,000 (2024: $45,505,000) was taken to profit or loss account (Note 28). The details of the valuation

techniques and inputs used for the call option are disclosed in Note 36.

Included in other receivables are as follows:

•

Claim receivable due from Seatrium Limited (“Seatrium”) of $68.4 million (2024: $76.1 million). Pursuant to the Deed

of Indemnity (“DOI”) and the Combination Framework Agreement in connection with the Proposed Combination which

was completed on 28 February 2023, it was agreed that Seatrium would indemnify the Company from or against all

losses (as defined under the Combination Framework Agreement) incurred or suffered by Seatrium arising from

the Operation Car Wash investigations. On 26 February 2024, Seatrium announced that it has reached in-principle

settlement agreements with and agreed to make settlement payments to the Brazilian authorities in relation to the

Operation Car Wash investigations. In December 2024, the Company issued a notice of claim to Seatrium for the

indemnity under the DOI. On 20 February 2025, Seatrium claimed in its FY 2024 interim financial statements that the

indemnity expires on 28 February 2025 and stated that it will be contesting the claim.

On 26 August 2025, the Company updated that a notice of arbitration has been issued to commence arbitration

proceedings against Seatrium in respect of the Company’s indemnity claim of approximately $68,400,000. As a result,

the Company wrote down an amount of approximately $7,600,000 during the year (Note 38). While Seatrium is

contesting the claim, the Group, supported by external legal advice, believes it has strong grounds for the claim and

will pursue this claim.

•

A secured loan receivable due from KrisEnergy Asia Limited (“KAL”), a company under receivership. The Company had

provided a guarantee, which was in relation to a bilateral agreement between the Company and a bank, on a revolving

credit facility (“RCF”) granted to KAL. KAL defaulted on the repayment of the RCF on 30 June 2021, upon which the

Company had made payment to the bank and recorded a loan receivable (net of impairment provision) from KAL.

In addition, the Company had extended a short term interest free bridging facility to KAL (in receivership) for the

purpose of its cash flow requirements and receivership expenses. As at 31 December 2025, the loan receivable and

the advances amounted to $100,127,000 (31 December 2024: $112,857,000) of which the current portion amounting to

$36,697,000 (31 December 2024: $6,757,000) is included under Debtors (Note 20).

The Group had a comprehensive first ranking security package over the assets of the KrisEnergy Limited group

(“KrisEnergy”) through the RCF. With KrisEnergy Limited in liquidation, the Group has implemented detailed recovery

plans which were developed in consultation with its financial advisor, AlixPartners, and legal advisor to preserve

KrisEnergy’s assets and to maximise recoveries for the Group. The Group had appointed AlixPartners in 2025

(Kroll from 2021 to 2025) as receiver over the assets of a number of members of the KrisEnergy Limited group

under the security package.

182

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

In assessing expected credit loss, management reviewed the cash flow projections prepared by AlixPartners, based on

the estimated amount of cash available from producing assets to be held over the remaining lives of the concession

period of 4.5 to 8 years (2024: 5.5 to 9 years) and expected proceeds from assets to be sold, taking into account the

rights to these cash flows from the secured assets on a receivership basis. The cash flow estimates from producing

assets were based on forecasted production volumes and oil prices, determined by taking reference from external

information sources, ranging from US$59 to US$73 per barrel for 2026 to 2032 (2024: US$72 to US$75 per barrel for 2025

to 2032).

Based on the assessment, expected credit loss provision of $8,292,000 was made for the year ended 31 December 2025

(31 December 2024: $Nil).

The timing of cash flows, estimated production volumes, oil prices and discount rates used in assessing recoverable

amounts are subject to risk and uncertainty. Management reviewed the cash flow projections prepared by AlixPartners

and determined that the cash flow projections were sensitive to discount rate and oil prices for the financial year

ended 31 December 2025. The headroom in the recoverable amount over the carrying amount would be eliminated,

holding other variables constant, if the discount rate were to increase by 1.4% , or if oil prices were to decrease by

8.0% (2024: 1.5%) across the forecasted period of 2026 to 2032, and any further increase in discount rate or any

further decline in oil prices would result in an additional expected credit loss provision for the financial year ended

31 December 2025.

•

In connection with the partial divestment of 30% of its equity interests in Tianjin Fulong, the Group has a loan

receivable from Tianjin Fulong amounting to $72,196,000 and Tianjin Fulong has extended an interest-bearing loan

to the buyer. The loan receivable bears an annual interest of 3.5%, based on China’s 5-year prime lending rate.

The loan receivable is a debt instrument that is classified as financial assets carried at fair value through profit or

loss. The loan receivable is required to be measured at fair value on initial recognition. Management has performed a

valuation using probability weighted range of scenarios based on Tianjin Fulong’s business plan and loan repayment

forecasts, and the fair value of the loan on inception was assessed to be $53,278,000, lower than the loan principal

amount. As this fair value was derived using unobservable inputs that are subject to significant estimates and judgement,

the difference of $18,918,000 between the fair value at initial recognition and the transaction price was accounted as

a deferred loss as required under SFRS(I) 9, paragraph B5.1.2A(b). The deferred loss is amortised using a straight-line

method over the loan tenure of 19 years. As the fair value is determined based on a combination of adjusted appraised

net asset value method and discounted cash flow method, the loan receivable is categorised within Level 3 of the fair

value hierarchy (Note 36).

As at 31 December 2025, the carrying value of the loan receivable was $74,181,000, which included an unamortised

deferred loss amounting to $18,768,000. Amortisation of the deferred loss this year amounted to $566,000.

•

Included in other receivables are claims receivable which represent claims from customer for long term contracts.

During the year, the Group has written back $2,313,000 (2024: recognised $2,160,000) of allowance for expected credit

loss on claims receivable arising from the discounting effects due to changes in the expected timing of receipt.

Other than as disclosed above, the carrying amount of the long term assets approximates their fair value.

183

ANNUAL REPORT 2025

18.

STOCKS

GROUP

2025

$’000

2024

$’000

Consumable materials and supplies (net of provision)

25,809

24,077

Finished products for sale (net of provision)

55,022

51,076

Work-in-progress

49,390

52,673

Properties held for sale

a

968,396

1,795,836

1,098,617

1,923,662

The provision for consumable materials and supplies and finished products for sale to write down its carrying value to its

net realisable value at the end of the financial year was $8,950,000 (2024: $13,244,000).

As at 31 December 2025, work-in-progress amounted to $49,390,000 (2024: $52,673,000), for which the Group is working to

obtain full title of these assets and to procure the release of the mortgage on these assets (Note 2.25(b)(vii)).

a.

Properties held for sale

GROUP

2025

$’000

2024

$’000

Properties under development

Land cost

268,685

545,554

Development cost incurred to date

61,729

227,749

Related overhead expenditure

57,341

214,015

387,755

987,318

Completed properties held for sale

633,048

834,944

1,020,803

1,822,262

Provision for properties held for sale

(52,407)

(26,426)

968,396

1,795,836

Movements in the provision for properties held for sale are as follows:

At 1 January

26,426

19,209

Charge to profit or loss account

27,981

8,883

Exchange differences

(1,305)

(136)

Amount written off

(695)

(1,530)

At 31 December

52,407

26,426

See Note 2.25(b)(v) for further disclosures on estimating the net realisable values of the Group’s properties held for sale.

Interest capitalised during the financial year amounted to $11,264,000 (2024: $13,285,000) at rates ranging from 6.51% to 7.50%

(2024: 3.10% to 7.17%) per annum for overseas properties. There was no interest capitalised in 2025 and 2024 for

Singapore properties.

184

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

19.

AMOUNTS DUE FROM/TO

COMPANY

2025

$’000

2024

$’000

Subsidiaries

Amounts due from

– trade

14

–

– advances

11,164,859

9,744,346

11,164,873

9,744,346

Allowance for expected credit loss

(675,552)

(675,552)

10,489,321

9,068,794

Amounts due to

– trade

833

170

– non-trade

222,860

95,093

– advances

17,778

88,747

241,471

184,010

Movements in the allowance for expected credit loss are as follows:

At 1 January

675,552

830,324

Charge to profit or loss account

–

88,769

Write-off

–

(140,428)

Write-back

–

(103,113)

At 31 December

675,552

675,552

185

ANNUAL REPORT 2025

19.

AMOUNTS DUE FROM/TO (continued)

In 2024, the Company recognised allowances for expected credit loss based on the lifetime expected credit loss as certain

amounts due from subsidiaries have been determined to be credit impaired due to a significant increase in credit risk of

the subsidiaries. The Company also written back an amount of $103,113,000 due to repayments received from subsidiaries

and wrote off amounts of $140,428,000 arising from the liquidation and a disposal following a capital reduction exercise of

subsidiaries (Note 11).

There were no movements in the allowance for expected credit loss in 2025.

Advances to and from subsidiaries are unsecured and are repayable on demand. Interest is charged at rates up to 5.35%

(2024: up to 5.74%) per annum on interest-bearing advances.

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Associated Companies and Joint Ventures

Amounts due from

– trade

125,175

134,085

–

–

– non-trade

150

80

150

80

– advances

357,687

144,914

–

–

483,012

279,079

150

80

Allowance for expected credit loss

(19,188)

(20,562)

–

–

463,824

258,517

150

80

Amounts due to

– trade

97,420

37,997

–

–

– non-trade

2,237

472

2,237

472

– advances

69,925

56,530

–

–

169,582

94,999

2,237

472

Movements in the allowance for expected credit loss are as follows:

At 1 January

20,562

25,883

–

–

Write-back

(612)

–

–

–

Exchange differences

(762)

–

–

–

Reclassified to Debtors (Note 20)

–

(5,321)

–

–

At 31 December

19,188

20,562

–

–

Advances to and from associated companies and joint ventures are unsecured and are repayable on demand. Interest is charged

at rates ranging from 0.1% to 12.00% (2024: 7.00% to 12.00%) per annum on interest-bearing advances. As at 1 January 2024,

the Group’s amount due from associated companies and joint ventures relating to trade amounted to $143,703,000.

186

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

20.

DEBTORS

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Trade debtors

927,913

765,969

–

–

Allowance for expected credit loss

(22,519)

(29,267)

–

–

905,394

736,702

–

–

Sundry debtors

83,381

157,274

408

2,307

Prepayments

41,593

83,875

178

52

Tax recoverable

3,903

1,702

–

–

Value Added Tax receivable

67,721

117,469

1,013

–

Interest receivable

6,918

1,712

–

1,478

Deposits paid

38,512

42,391

1,190

1,190

Recoverable accounts

89,346

66,227

42,805

23,334

Accrued receivables

111,961

355,262

1,709

–

Advances to subcontractors

13,248

22,321

–

–

Advances to non-controlling shareholders of subsidiaries

3,854

6,518

–

–

Deferred consideration in relation to divestment

117,095

41,213

–

–

577,532

895,964

47,303

28,361

Allowance for expected credit loss

(9,460)

(7,939)

–

–

568,072

888,025

47,303

28,361

Total

1,473,466

1,624,727

47,303

28,361

Movements in the allowance for expected credit loss are as follows:

At 1 January

37,206

166,150

–

–

Charge to profit or loss account

3,681

11,907

–

–

Amount written off

(113)

(123,769)

–

–

Subsidiaries acquired

–

15

–

–

Subsidiaries disposed

(183)

–

–

–

Exchange differences

1,409

(987)

–

–

Reclassified to provision for long-term receivables

–

(21,431)

–

–

Reclassified from amounts due from/to (Note 19)

–

5,321

–

–

Reclassified to disposal group and assets classified as held for sale

(10,021)

–

–

–

Total

31,979

37,206

–

–

As at 31 December 2025, the amount written off was based on assessment that there is no reasonable expectation of recovery.

As at 1 January 2024, the Group’s net trade debtors amounted to $789,054,000.

187

ANNUAL REPORT 2025

21.

SHORT TERM INVESTMENTS

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Investments at fair value through other comprehensive income:

Quoted equity shares

–

1,674

–

–

Investments at fair value through profit or loss:

Quoted equity shares

106,527

143,515

88,560

142,002

Unquoted equity shares

5,599

5,893

5,599

5,893

Total investments at fair value through profit or loss

112,126

149,408

94,159

147,895

Total short term investments

112,126

151,082

94,159

147,895

Arising from the completion of the Combination of Keppel Offshore & Marine Ltd (“KOM”) and Seatrium (“Seatrium” and

formerly, Sembcorp Marine Ltd) on 28 February 2023, the Group received Seatrium Limited shares as Retained Consideration

Shares. The cash proceeds arising from the sale of these Retained Consideration Shares are placed in the segregated

account, together with the remaining Retained Consideration Shares, for a duration not exceeding 48 months from 28

February 2023 for the purpose of satisfying identified contingent liabilities which Seatrium may have against the Company in

connection with the Combination.

As at 31 December 2024, the remaining Retained Consideration Shares amounted to approximately $142,002,000. On 11 April

2025, the Company announced there is no further liability in respect of the identified contingent liabilities, and that the

Company and Seatrium have agreed that the segregated account arrangement shall terminate. As at 31 December 2025, the

segregated account arrangement has been terminated.

22.

BANK BALANCES, DEPOSITS & CASH

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Bank balances and cash

1,604,251

1,716,654

6,138

80

Fixed deposits with banks

694,474

547,045

–

274,751

Amounts held under escrow accounts for overseas acquisition of land,

payment of construction cost, claims and other liabilities

452

10,524

–

–

Amounts held under project accounts, withdrawals from which are

restricted to payments for expenditures incurred on projects

10,230

27,310

–

–

2,309,407

2,301,533

6,138

274,831

Included within bank balances and cash, and fixed deposits with banks as at 31 December 2025 are cash balances

amounting to $1,071,280,000 (2024: $1,070,039,000) held by Rigco Holding Pte. Ltd. which will be used for construction of the

uncompleted rigs and for operating expenses of Rigco.

As at 31 December 2024, fixed deposits with banks and bank balances and cash includes related cash held under a segregated

account in relation to proceeds from sale of the Retained Consideration Shares amounting to $274,751,000 and $3,000

respectively. As at 31 December 2025, the segregated account arrangement has been terminated as agreed with Seatrium.

Fixed deposits with banks by the Group mature on varying periods, substantially between 5 days to 1 year (2024: 2 days to

1 year). These comprise Singapore Dollars fixed deposits of $167,001,000 (2024: $358,335,000) at interest rates substantially

ranging from 0.48% to 1.58% (2024: 1.68% to 2.90%) per annum, and foreign currency fixed deposits of $527,473,000 (2024:

$188,710,000) at interest rates substantially ranging from 0.05% to 7.8% (2024: 0.80% to 6.13%) per annum.

In 2024, fixed deposits with a bank by the Company comprise Singapore Dollars fixed deposits and mature on varying

periods between 1 month to 2 months. These fixed deposits were at interest rates ranging from 2.50% to 2.65% per annum.

Cash and cash equivalents of $182,372,000 (2024: $185,141,000) held in the People’s Republic of China are subject to local

exchange control regulations. These regulations place restriction on the amount of currency being exported other than

through dividends and capital repatriation upon liquidations.

188

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

23.

CREDITORS AND OTHER NON-CURRENT LIABILITIES

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Trade creditors

389,348

360,360

2,560

3,177

Customers’ advances and deposits

72,665

77,947

–

–

Sundry creditors

313,456

238,441

6,682

4,638

Accrued expenses

1,326,051

1,752,124

52,122

49,534

Advances from non-controlling shareholders

138,208

136,888

–

–

Retention monies

99,182

111,993

–

–

Interest payables

44,917

52,488

33,691

38,165

2,383,827

2,730,241

95,055

95,514

Other non-current liabilities:

Accrued expenses and other payables

100,542

117,626

28,156

28,156

Advances from non-controlling shareholders

20,426

215,193

–

–

120,968

332,819

28,156

28,156

Advances from non-controlling shareholders of $138,208,000 (2024: $136,888,000) are unsecured and are repayable on demand.

Advances from non-controlling shareholders of $20,426,000 (2024: $215,193,000) are unsecured and are not repayable within

12 months from the balance sheet date.

Interest is charged at rates ranging from 5.48% to 7.21% (2024: 6.26% to 7.21%) per annum on interest-bearing advances.

The carrying amount of the non-current liabilities approximates their fair value.

24.

PROVISIONS

GROUP

2025

2024

Warranties

$’000

Onerous

Contracts

$’000

Total

$’000

Warranties

$’000

Onerous

Contracts

$’000

Total

$’000

At 1 January

3,829

134,591

138,420

4,212

46,585

50,797

Acquisition of subsidiary (Note 39)

–

–

–

–

100,903

100,903

Write-back to profit or loss account

(3,995)

–

(3,995)

(251)

(4,300)

(4,551)

Amount utilised

–

(10,775)

(10,775)

–

(8,322)

(8,322)

Exchange differences

166

(3,642)

(3,476)

(132)

(275)

(407)

At 31 December

–

120,174

120,174

3,829

134,591

138,420

189

ANNUAL REPORT 2025

25.

TERM LOANS

2025

2024

Due within

one year

$’000

Due after

one year

$’000

Due within

one year

$’000

Due after

one year

$’000

GROUP

Keppel Medium Term Notes

a

200,000

1,021,697

726,109

1,220,111

Keppel Management Ltd. Medium Term Notes

b

279,963

–

–

279,873

Bank and other loans

– secured

c

31,737

817,610

230,902

801,865

– unsecured

d

1,394,767

7,569,729

431,993

8,207,152

1,906,467

9,409,036

1,389,004

10,509,001

COMPANY

Keppel Medium Term Notes

a

200,000

1,021,697

726,109

1,220,111

Unsecured bank loans

d

1,257,963

7,471,931

372,364

6,941,789

1,457,963

8,493,628

1,098,473

8,161,900

a.

At the end of the financial year, notes issued under the US$5,000,000,000 Multi-Currency Medium Term Note Programme

by the Company amounted to $1,221,697,000 (2024: $1,946,220,000). The notes denominated in Singapore Dollars, Euro,

United States Dollars and Japanese Yen, are unsecured and comprised both variable and fixed rate notes due from 2026

to 2042 (2024: from 2025 to 2042) with interest rates ranging from 0.99% to 4.00% (2024: 0.88% to 4.00%) per annum.

b.

At the end of the financial year, notes issued under the US$3,000,000,000 Multi-Currency Medium Term Note Programme

by Keppel Management Ltd. and its wholly-owned subsidiary, Keppel Land Financial Services Pte. Ltd. amounted to

$279,963,000 (2024: $279,873,000). The notes denominated in Singapore Dollars, are unsecured and comprised fixed

rate notes due in 2026 (2024: 2026), with interest rates of 2.00% (2024: 2.00%) per annum.

c.

The secured bank loans consist of:

•

A term loan of $697,836,000 drawn down by a subsidiary. The term loan is repayable in 2035 and is secured on

certain assets of the subsidiary and bear interest at rate of 3.16% to 3.86% per annum.

•

A term loan of $89,010,000 drawn down by a subsidiary. The term loan is repayable in 2029 and is secured on

certain assets of the subsidiary and bear interest at rate of 3.70% to 3.80% per annum.

•

A term loan of $28,555,000 drawn down by a subsidiary. The term loan is repayable in 2033 and is secured on

certain assets of the subsidiary and bear interest at rates of 2.80% to 2.90% per annum.

•

Other secured bank loans totaling $33,946,000 (2024: $40,154,000) are foreign currency denominated loans,

repayable within one to three years (2024: one to two years) and are secured on certain properties and assets of

the subsidiaries. Interest on these loans ranges from 4.14% to 10.36% (2024: 2.90% to 10.35%) per annum.

d.

The unsecured bank loans of the Group totaling $8,964,496,000 (2024: $8,639,145,000) comprised $4,220,196,000

(2024: $3,961,455,000) of loans denominated in Singapore Dollars and $4,744,300,000 (2024: $4,677,690,000) of foreign

currency loans. They are repayable within one to six years (2024: one to six years). Interest on loans denominated in

Singapore Dollars ranges from 1.33% to 3.72% (2024: 2.75% to 4.23%) per annum. Interest on foreign currency loans

ranges from 1.15% to 9.80% (2024: 0.37% to 9.80%) per annum.

The unsecured bank loans of the Company totaling $8,729,894,000 (2024: $7,314,153,000) comprised $4,200,197,000

(2024: $2,859,400,000) of loans denominated in Singapore Dollars and $4,529,697,000 (2024: $4,454,753,000) of foreign

currency loans. They are repayable within one to six years (2024: one to six years). Interest on loans denominated in

Singapore Dollars ranges from 1.33% to 3.72% (2024: 2.75% to 3.88%) per annum. Interest on foreign currency loans

ranges from 1.15% to 5.50% (2024: 0.37% to 5.70%) per annum.

190

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

The Group has mortgaged certain properties and assets of up to an aggregate amount of $2,032,988,000 (2024: $2,503,669,000)

to banks for loan facilities.

The fair values of term loans for the Group and Company are $11,303,513,000 (2024: $11,742,993,000) and $9,939,870,000 (2024:

$9,108,705,000) respectively. These fair values, under Level 2 of the fair value hierarchy, are computed on the discounted cash

flow method using discount rates based upon the borrowing rates which the Group expect would be available as at the

balance sheet date.

Loans due after one year are estimated to be repayable as follows:

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Years after year-end:

After one but within two years

1,923,305

2,588,776

1,817,757

1,798,370

After two but within five years

6,231,918

6,676,399

6,070,598

5,764,739

After five years

1,253,813

1,243,826

605,273

598,791

9,409,036

10,509,001

8,493,628

8,161,900

As at 31 December 2025, the Group and Company have non-current term loans amounting to $9,409,036,000 (2024:

$10,509,001,000) and $8,493,628,000 (2024: $8,161,900,000) respectively where a significant portion of the loan portfolio held

by the Group and the Company are required to comply with the following key covenants:

1.

gearing ratios must not exceed 3.0 times; or

2.

loan-to-value ratios and debt service coverage ratios which are customary to project finance loans1.

The Group and Company have complied with these covenants throughout the reporting period.

26.

REVENUE

GROUP

2025

$’000

2024*

$’000

Revenue from contracts with customers

Sale of electricity, utilities and gases

3,344,682

3,698,403

Sale of goods

638,895

278,367

Revenue from construction contracts

359,103

621,980

Sale of property

495,194

383,921

Revenue from other services rendered

648,869

459,581

Revenue from asset management services

250,305

226,318

Revenue from charter of rigs and vessels

109,860

–

5,846,908

5,668,570

Other sources of revenue

Rental income from investment properties

136,079

115,488

5,982,987

5,784,058

27.

STAFF COSTS

GROUP

2025

$’000

2024*

$’000

Wages and salaries

500,377

449,880

Employer’s contribution to Central Provident Fund

43,600

38,774

Share plans granted to Director and employees

42,144

50,494

Other staff benefits

43,111

53,722

629,232

592,870

* Comparative information has been re-presented due to a discontinued operation (Note 38).

1 Loan-to-value ratios and debt service coverage ratios are not applicable to the Company as there are no project finance loans.

191

ANNUAL REPORT 2025

28.

OPERATING PROFIT

Operating profit from continuing operations is arrived at after charging/(crediting) the following:

GROUP

2025

$’000

2024*

$’000

Included in materials and subcontract costs:

Cost of stocks

917,728

530,019

Direct operating expenses

– investment properties that generated rental income

69,409

51,400

Included in staff costs:

Key management’s emoluments (including executive directors’ remuneration)

– short-term employee benefits

15,377

14,178

– post-employment benefits

80

84

– share plans granted

13,943

13,271

Included in expected credit loss on debtors & receivables, contract assets and financial guarantee:

Expected credit loss on debtors and receivables (Note 17, 19 & 20)

10,533

7,476

Bad debts written-off

569

686

Included in other operating income – net:

Impairment of joint ventures (Note 12)

37,119

17,970

Impairment/write-off of fixed assets

25,375

25,032

Provision for stocks

26,832

8,754

Fair value (gain)/loss on investment properties (Note 8)

30,264

(342,344)

Fair value (gain)/loss on

– investments, associated companies and joint ventures

(45,198)

(58,383)

– notes receivables (Note 16), comprising of:

–

19,162

a. Fair value remeasurement including interest income

–

(138,965)

b. Amortisation of deferred loss

–

158,127

– financial derivatives

(12,901)

–

– call option (Note 17)

(19,252)

(45,505)

(Gain)/loss on differences in foreign exchange

5,965

(5,452)

Gain on sale of fixed assets and investment properties

(896)

(7,937)

Gain on disposal of subsidiaries

(140,959)

(8,352)

Gain on disposal of associated companies and joint ventures

(84,608)

(1,251)

Gain on sale of interests in associated companies and joint ventures

(32,201)

(443)

Gain from change in interest in associated companies

(6,149)

(37,604)

Gain from reclassification of an associated company to investment carried at fair value through

profit or loss

–

(12,711)

Fair value gain on remeasurement of previously held interest upon acquisition of a subsidiary

(6,629)

–

Fair value (gain)/loss on remeasurement of remaining interest in a joint venture

(169,180)

17,430

Remeasurement loss on assets held for sale

26,005

–

Fees and other remuneration to Directors of the Company

2,282

2,439

Auditors’ remuneration^

– auditors of the Company

3,119

2,692

– other auditors of subsidiaries

2,983

2,525

Non-audit fees paid to^

– auditors of the Company

84

220

– other auditors of subsidiaries

413

319

^ Including the discontinued operations, the Group’s total auditors’ remuneration and non-audit fees paid amounts to $6,411,000 (2024: $5,548,000) and $522,000

(2024: $563,000) respectively.

* Comparative information has been re-presented due to a discontinued operation (Note 38).

192

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

29.

INVESTMENT INCOME, INTEREST INCOME AND INTEREST EXPENSES

GROUP

2025

$’000

2024*

$’000

Investment income from:

Shares – quoted

37,763

44,478

Shares/funds – unquoted

2,971

16,159

40,734

60,637

Interest income from:

Bonds, debentures, deposits and others

77,856

38,324

Associated companies and joint ventures

39,476

29,866

Service concession arrangement

–

13,699

117,332

81,889

Interest expenses on notes, loans and overdrafts

(412,212)

(397,105)

Interest expenses on lease liabilities

(8,607)

(5,283)

(420,819)

(402,388)

* Comparative information has been re-presented due to a discontinued operation (Note 38).

193

ANNUAL REPORT 2025

30.

TAXATION

a.

Income tax expense

GROUP

2025

$’000

2024*

$’000

Tax expense comprised:

Current tax – continuing operations

263,608

198,691

Adjustment for prior year’s tax

(26,286)

(42,138)

Others

(116)

16,301

237,206

172,854

Deferred tax (Note 14):

Current deferred tax – continuing operations

52,560

49,224

Adjustment for prior year’s tax

(1,802)

–

50,758

49,224

Land appreciation tax:

Current year

14,221

8,960

Pillar Two and qualifying domestic top-up taxes

3,502

–

Taxation – continuing operations

305,687

231,038

Taxation – discontinued operations (Note 38(i)(a))

4,975

13,066

310,662

244,104

The income tax expense on the results of the Group differs from the amount of income tax expense determined by

applying the Singapore standard rate of income tax to profit before tax due to the following:

GROUP

2025

$’000

2024*

$’000

Profit before tax – continuing operations

1,317,288

1,044,407

Profit before tax – discontinued operations

(265,172)

173,911

Share of results of associated companies and joint ventures, net of tax – continuing operations

(457,520)

(158,621)

Share of results of associated companies and joint ventures, net of tax – discontinued operations

(2,351)

(3,246)

Profit before tax and share of results of associated companies and joint ventures

592,245

1,056,451

Tax calculated at tax rate of 17% (2024: 17%)

100,682

179,597

Income not subject to tax

(35,943)

(78,382)

Expenses not deductible for tax purposes

228,468

154,602

Unrecognised tax benefits

13,801

30,691

Effect of different tax rates in other countries

17,309

(6,986)

Adjustment for prior year’s tax

(28,088)

(42,138)

Land appreciation tax

14,221

8,960

Pillar Two and qualifying domestic top-up taxes

3,502

–

Tax effect of land appreciation tax

(3,290)

(2,240)

310,662

244,104

Income tax expense – continuing operations

305,687

231,038

Income tax expense – discontinued operations (Note 38(i)(a))

4,975

13,066

310,662

244,104

* Comparative information has been re-presented due to a discontinued operation (Note 38).

194

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Pillar Two income taxes

The Base Erosion and Profit Shifting (BEPS) Pillar Two model rules is applicable to the Group as the Group’s consolidated

revenues is in excess of EUR 750 million. Singapore, where the Company’s ultimate holding company is incorporated,

implemented the Qualifying Domestic Minimum Top-Up-Tax (QDMTT) and Income Inclusion Rule (IIR) under Pillar Two

model rules with effect from 1 January 2025.

Under the Pillar Two model rules, the Pillar Two effective tax rate (“ETR”) is assessed on a jurisdictional basis and Pillar Two

top up tax is payable if the jurisdictional ETR is below 15%. Transitional Country-by-Country Safe Harbour rules (“TCSH”)

have also been developed to provide temporary relief from compliance obligations during the initial implementation

period. Under the TCSH, the Pillar Two top up tax for such jurisdiction is deemed to be zero if certain tests can be met for

the selected jurisdiction.

As of 31 December 2025, the Group recognised an estimated Pillar Two top up tax amounting to $3,502,000 arising from

jurisdictions that the Group operates in.

The Group continues to monitor legislative developments and refine its calculations as more definitive guidance

becomes available.

b.

Movement in current income tax liabilities

GROUP

COMPANY

2025

$’000

2024

$’000

205

$’000

2024

$’000

At 1 January

266,093

377,474

9,900

52,762

Exchange differences

(1,926)

(109)

–

–

Tax expense

263,608

211,757

1,700

8,422

Adjustment for prior year’s tax

(26,286)

(42,138)

(3,752)

(23,131)

Land appreciation tax

14,221

8,960

–

–

Net income taxes paid

(272,439)

(317,918)

(5,516)

(28,153)

Subsidiaries acquired

16

23,441

–

–

Subsidiaries disposed

(733)

(74)

–

–

Pillar Two and qualifying domestic top-up taxes

3,502

–

–

–

Reclassification

– tax recoverable and others

4,947

4,700

2,025

–

– liabilities directly associated with assets classified

as held for sale

(8,112)

–

–

–

At 31 December

242,891

266,093

4,357

9,900

195

ANNUAL REPORT 2025

31.

EARNINGS PER ORDINARY SHARE

GROUP

2025

$’000

2024*

$’000

Basic

Diluted

Basic

Diluted

Profit for the year from continuing operations

1,016,287

1,016,287

787,818

787,818

Profit for the year from discontinued operations

(227,779)

(227,779)

152,334

152,334

Net profit attributable to shareholders of the company

788,508

788,508

940,152

940,152

Number of Shares

’000

Number of Shares

’000

Weighted average number of ordinary shares (excluding treasury shares)

1,813,396

1,813,396

1,797,186

1,797,186

Adjustment for dilutive potential ordinary shares

–

15,548

–

20,066

Weighted average number of ordinary shares used to compute earnings

per share (excluding treasury shares)

1,813,396

1,828,944

1,797,186

1,817,252

Earnings per ordinary share – continuing operations

56.0 cts

55.6 cts

43.8 cts

43.4 cts

Earnings per ordinary share – discontinued operations

(12.5) cts

(12.5) cts

8.5 cts

8.3 cts

Earnings per ordinary share

43.5 cts

43.1 cts

52.3 cts

51.7 cts

* Comparatives for earnings per ordinary shares and the weighted number of shares on a basic and fully diluted basis have been restated to align with the

current year’s computation.

32.

DIVIDENDS

A final cash dividend of 19 cents per share tax exempt one-tier (2024: final cash dividend of 19 cents per share tax exempt

one-tier), special cash dividend of 2 cents per share and dividend in-specie of 1 Keppel REIT unit for every 9 shares in the

Company equivalent to approximately 11 cents per share in respect of the financial year ended 31 December 2025 has been

proposed for approval by shareholders at the next Annual General Meeting to be convened.

Together with the interim cash dividend of 15 cents per share tax exempt one-tier (2024: interim cash dividend of 15 cents

per share tax exempt one-tier), total distributions paid and proposed in respect of the financial year ended 31 December

2025 will be equivalent to approximately 47 cents per share (2024: 34 cents per share).

During the financial year, the following distributions were made:

2025

$’000

2024

$’000

Cash dividends paid

A final cash dividend of 19 cents per share tax exempt one-tier (2024: 19 cents per share tax exempt

one-tier) on the issued and fully paid ordinary shares in respect of the previous financial year

344,819

337,185

An interim cash dividend of 15 cents per share tax exempt one-tier (2024: 15 cents per share tax exempt

one-tier) on the issued and fully paid ordinary shares in respect of the current financial year

272,135

270,907

616,954

608,092

196

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

33.

COMMITMENTS

a.

Capital and investment commitments

GROUP

2025

2024

Continuing

Operations

$’000

Discontinued

Operations

$’000

$’000

Capital and investment commitments not provided for in the financial statements:

In respect of contracts placed or agreements entered:

– for purchase and construction of investment properties

24,163

–

32,788

– for construction and upgrading of fixed assets and stocks

408,043

36,143

503,353

– for purchase/subscription of shares

248,078

–

210,257

– for commitments to associated companies and joint ventures

1,522,271

–

1,322,387

– for commitments to private funds

13,079

–

15,337

– for acquisition of a real estate asset manager

864,743

–

811,498

Amounts approved by Directors in addition to contracts placed:

– for purchase and construction of investment properties

159,767

–

320,987

– for purchase and upgrading of fixed assets and stocks

26,065

–

281,295

– for purchase/subscription of shares mainly in property development companies

30,110

–

18,472

3,296,319

36,143

3,516,374

Less: Non-controlling shareholders’ share

(13,238)

(5,833)

(45,401)

3,283,081

30,310

3,470,973

Included within commitments to associated companies and joint ventures is an amount of approximately $330,184,000

in relation to irrevocable undertaking to accept, subscribe and pay in full for, new Units to be issued pursuant to

Keppel REIT’s Preferential Offering launched on 11 December 2025 for its acquisition of an additional one-third interest

in Marina Bay Financial Centre (MBFC) Tower 3. This was subsequently subscribed by the Group in January 2026.

There was no significant future capital expenditure/commitment for the Company.

b.

Lessee’s lease commitments

Under the SFRS(I) 16 Leases, an asset (the right to use the leased item) and a financial liability to pay rentals are

recognised on balance sheet. The right-of-use assets and lease liabilities are disclosed in Note 9.

197

ANNUAL REPORT 2025

34.

CONTINGENT LIABILITIES AND GUARANTEES

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Continuing Operations

Guarantees in respect of banks and other loans granted to subsidiaries,

associated companies and joint ventures

780,471

662,775

326,723

285,562

Bank guarantees

248,977

308,898

–

–

Share of lease rental guarantees granted by associated companies

and joint ventures

–

81,218

–

–

Guarantees in respect of performance on a contract by a related party

granted to a third party, and related guarantees in respect of a

bank loan granted to a related party and payment of contract sum

to third parties (Note 34(i))

194,505

524,922

–

–

Guarantee in favour of a third party in respect to performance by a

related party (Note 34(ii))

328,855

342,048

–

–

Payment undertakings in favour of related and third parties (Note 34(iii))

166,743

–

–

–

1,719,551

1,919,861

326,723

285,562

i.

The Group has entered into a separate indemnification contract with a related party at the point the guarantees were

entered. The Group will be fully indemnified for losses which may be incurred in relation to the guarantees amounting

to $194,505,000 (2024: $524,922,000).

ii.

The Group has entered into a separate indemnification contract with a related party, which the Group has an effective

equity interest of 21% at the point the guarantees were entered. The Group will be fully indemnified for losses which

may be incurred in relation to the guarantees amounting to $328,855,000 (2024: $342,048,000).

iii.

In relation to a proposed extension of lease tenure for a data centre, the Group has provided a payment undertaking

and entered into side agreements for the extension consideration and capped costs up to $166,743,000, contingent on

certain performance obligations.

The financial effects of SFRS(I) 9 relating to financial guarantee contracts issued by the Group and Company are not

material to the financial statements of the Group and Company and therefore are not recognised.

198

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

35.

SIGNIFICANT RELATED PARTY TRANSACTIONS

In addition to the related party information disclosed elsewhere in the financial statements, the Group has significant

related party transactions as follows:

GROUP

2025

$’000

2024

$’000

Sales of goods, services and/or fixed assets to

– associated companies

269,983

506,666

– joint ventures

90,995

85,391

– other related parties

60,253

68,084

421,231

660,141

Purchase of goods and/or services from

– associated companies

280,953

266,792

– joint ventures

232,164

119,191

– other related parties

277,736

343,320

790,853

729,303

Treasury transactions with

– associated companies

32,961

41,078

– joint ventures

12,610

5,237

45,571

46,315

199

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT

The Group operates internationally and is exposed to various financial risks, comprising market risk (including currency

risk, interest rate risk and price risk), credit risk and liquidity risk. The Keppel Central Finance Committee has oversight of

financial risk management which is carried out by the Keppel Treasury department in accordance with established Keppel

policies and guidelines that are updated from time to time to take into account changes in the operating environment.

The Keppel Central Finance committee is chaired by the Chief Financial Officer of the Company and includes senior finance

management personnel and support function specialists.

a.

Market risk

i.

Derivative financial instruments

GROUP

Contract

notional amount

$’000

Fair Value

Asset

$’000

Liability

$’000

2025

Cashflow hedges

– Forward foreign currency contracts

1,021,921

14,971

14,783

– Cross currency swaps

985,940

2,631

70,236

– Interest rate swaps

6,386,756

29,749

51,353

– Dated Brent forward contracts

367,762

1,985

37,773

– ICE Brent Crude forward contracts

194,343

–

21,438

49,336

195,583

Net Investment Hedge

– Forward foreign currency contracts

561,748

–

4,012

Total

49,336

199,595

2024

Cashflow hedges

– Forward foreign currency contracts

623,620

6,261

5,896

– Cross currency swaps

1,512,694

7,740

87,925

– Interest rate swaps

5,150,098

86,971

15,754

– HSFO forward contracts

17,487

–

514

– Dated Brent forward contracts

416,503

2,169

16,895

– ICE Brent Crude forward contracts

131,165

1,146

1,263

104,287

128,247

Net Investment Hedge

– Forward foreign currency contracts

49,113

–

298

Total

104,287

128,545

The fair value of forward foreign currency contracts is determined using forward exchange market rates at the

balance sheet date and are expected to occur at various dates within 67 months (2024: 71 months). The fair value

of High Sulphur Fuel Oil (“HSFO”) and Dated Brent forward contracts is determined using forward HSFO and

Dated Brent prices provided by the Group’s key counterparties and are expected to occur at various dates within

5 months as at 31 December 2024 and within 66 months (2024: 67 months) respectively. The fair value of ICE Brent

Crude forward contracts is determined using Intercontinental Exchange Brent Crude prices provided by the

Group’s key counterparties and are expected to occur at various dates within 58 months (2024: 70 months). The

fair value of financial derivatives instruments, including cross currency swap agreements and interest rate swap

agreements is based on valuations provided by the Group’s respective bank counterparties which the financial

derivatives instruments are entered against, and have maturity dates from March 2027 to December 2028 (2024:

June 2025 to December 2028) and January 2026 to March 2031 (2024: June 2025 to June 2029) respectively.

Included in derivative liabilities is a put option liability pursuant to the subscription agreement entered by MJR

Investment Pte. Ltd (“MJRI”) and Saigon Centre Investment Limited (a wholly-owned subsidiary of the Group) to

subscribe for ordinary shares in Omodaka VNSC3 Pte Ltd (“Omodaka”) at the proportion of 43.5% and 56.5%

respectively. MJRI is granted options that allow them to put their shares in Omodaka back at cost if project

milestones are not met, or 3 years after the completion of the hotel component (“Put Option”). The Group has

assessed that these options are protective in nature and does not grant additional voting rights. Independent

valuer has performed a valuation and determined that the fair value of the Put Option at initial recognition was

$2,726,000. As of 31 December 2025, the fair value of the Put Option based on independent valuer report is

$2,866,000. The details of the valuation techniques and inputs used for the put option are disclosed in Note 36(e).

200

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

ii.

Currency risk

The Group has receivables and payables denominated in foreign currencies via United States Dollars, Renminbi,

Euro and other currencies. The Group’s foreign currency exposures arise mainly from the exchange rate movement

of these foreign currencies against the functional currencies of the respective Group entities. To hedge against

the volatility of future cash flows caused by changes in foreign currency rates, the Group utilises forward foreign

currency contracts and cross currency swap agreements to hedge the Group’s exposure to specific currency

risks relating to investments, receivables, payables and other commitments. The Group monitors its current and

projected foreign currency cash flows and aims to reduce the exposure of the net position in each foreign

currency by borrowing in the respective foreign currency where practicable.

As at the end of the financial year, the Group has outstanding forward foreign exchange contracts. See Note 36(a)(i)

for further details pertaining to the notional amounts and fair value of the forward foreign exchange contracts.

These fair value amounts are recognised as derivative assets and derivative liabilities. As at the end of the

financial year, the Company has outstanding forward foreign exchange contracts with notional amounts totaling

$1,295,985,000 (2024: $671,923,000). The net negative fair value of forward foreign exchange contracts is $16,609,000

(2024: net fair value of $67,000) comprising assets of $2,186,000 (2024: $6,261,000) and liabilities of $18,795,000

(2024: $6,194,000). These fair value amounts are recognised as derivative assets and derivative liabilities.

As at the end of the financial year, the Group has outstanding cross currency swap agreements with weighted

average forex rate of USD:SGD 1.346 (2024: 1.370), EUR:SGD 1.478 (2024: 1.478) and JPY:SGD 0.012 (2024: 0.013). See

Note 36(a)(i) for further details pertaining to the notional amounts and fair value of the cross currency swap

agreements. These fair value amounts are recognised as derivative assets and derivative liabilities.

Other than the above forward foreign exchange contracts and cross currency swap agreements, the unhedged

currency exposure of financial assets and financial liabilities denominated in currencies other than the

respective entities’ functional currencies are as follows:

2025

2024

USD

$’000

RMB

$’000

EUR

$’000

Others

$’000

USD

$’000

RMB

$’000

EUR

$’000

Others

$’000

GROUP

Financial Assets

Debtors

161,145

1,232

2,803

15,305

145,234

1,148

1,504

12,563

Investments

741,982

–

102,146

182,912

912,384

–

110,669

130,239

Bank balances,

deposits & cash

23,753

2,583

2,096

101,246

6,868

2,103

774

98,298

926,880

3,815

107,045

299,463

1,064,486

3,251

112,947

241,100

Financial Liabilities

Creditors

45,205

2,421

7,164

48,972

102,327

778

90,198

108,840

Term loans

637,177

753

105,429

16,366

592,180

–

150,756

10,681

Lease liabilities

–

–

–

–

–

316

–

–

682,382

3,174

112,593

65,338

694,507

1,094

240,954

119,521

COMPANY

Financial Assets

Amounts due from

subsidiaries

598,518

780

107,200

16,431

608,127

–

152,342

10,763

Debtors

37,136

678

95

30

12,466

512

1,068

5,964

Bank balances,

deposits & cash

–

44

–

5

5

346

–

3

635,654

1,502

107,295

16,466

620,598

858

153,410

16,730

Financial Liabilities

Amounts due to

subsidiaries

1,894

175

–

–

–

–

–

–

Creditors

8,539

–

1,967

543

20,721

–

1,671

92

Term loans

637,177

753

105,429

16,366

592,180

–

150,756

10,681

Lease liabilities

–

–

–

–

–

316

–

–

647,610

928

107,396

16,909

612,901

316

152,427

10,773

201

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

a.

Market risk (continued)

ii.

Currency risk (continued)

Sensitivity analysis for currency risk

If the relevant foreign currency changes against SGD by 5% (2024: 5%) with all other variables held constant, the

effects will be as follows:

Profit before tax

Fair value reserve

2025

$’000

2024

$’000

2025

$’000

2024

$’000

GROUP

USD against SGD

– Strengthened

6,604

12,742

5,707

5,822

– Weakened

(6,604)

(12,742)

(5,707)

(5,822)

RMB against SGD

– Strengthened

32

107

–

–

– Weakened

(32)

(107)

–

–

EUR against SGD

– Strengthened

(5,378)

(11,957)

5,101

5,544

– Weakened

5,378

11,957

(5,101)

(5,544)

COMPANY

USD against SGD

– Strengthened

(602)

387

–

–

– Weakened

602

(387)

–

–

RMB against SGD

– Strengthened

27

26

–

–

– Weakened

(27)

(26)

–

–

EUR against SGD

– Strengthened

(6)

48

–

–

– Weakened

6

(48)

–

–

202

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

iii.

Interest rate risk

The Group is exposed to interest rate risk which arises primarily from its debt obligations and investment in

financial products which comprise mainly fixed deposits placed with reputable financial institutions. To

minimise net interest cost and reduce volatility, the Group maintains a prudent mix of fixed and variable rate

debt instruments with varying maturities and employs derivative financial instruments to hedge interest rate

risk where necessary.

The Group has entered into interest rate swap agreements to hedge the interest rate risk arising from its

Singapore dollar, United States dollar and Euro variable rate term loans (Note 25). See Note 36(a)(i) for further

details pertaining to the notional amounts and fair value of the interest rate swap agreements for the Group as

at the end of the financial year. These fair value amounts are recognised as derivative assets and

derivative liabilities.

The Group receives variable rates equal to Singapore Overnight Rate Average (“SORA”), United States Dollar

Secured Overnight Financing Rate (“USD SOFR”) and Euro Interbank Offered Rate (“EURIBOR”) and pays fixed

rates of between 0.89% and 3.49% (2024: 0.22% and 3.49%) on the notional amounts. These interest rate swap

agreements are held for hedging interest rate risk arising from variable rate borrowings, with interest rates

based on SORA, USD SOFR and EURIBOR. This amounts to 41% (2024: 41%) of the Group’s total amount of

borrowings excluding notional amounts of $1,650,000,000 (2024: $234,930,000) relating to highly probable

future borrowings.

Sensitivity analysis for interest rate risk

If interest rates increase/decrease by 0.5% (2024: 0.5%) with all other variables held constant, the Group’s profit

before tax would have been lower/higher by $25,072,000 (2024: $21,757,000) as a result of higher/lower interest

expense on variable rate loans.

iv.

Price risk

The Group hedges against fluctuations arising on the purchase of natural gas that affect cost. Exposure to price

fluctuations is managed via fuel oil forward contracts, whereby the price of natural gas is indexed to benchmark

fuel price indices, HSFO, Dated Brent and ICE Brent Crude. As at the end of the financial year, the Group has

outstanding Dated Brent and ICE Brent Crude forward contracts. See Note 36(a)(i) for further details pertaining

to the notional amounts and fair value of the Dated Brent and ICE Brent Crude forward contracts for the Group.

These fair value amounts are recognised as derivative assets and derivative liabilities.

The Group is exposed to equity securities price risk arising from equity investments classified as investments

at fair value through profit or loss and investments at fair value through other comprehensive income. The

performance of these investments is monitored regularly, together with an assessment of their relevance to

the Group’s strategic plans.

Sensitivity analysis for price risk

If prices for Dated Brent and ICE Brent Crude contracts increase/decrease by 5% (2024: 5%) with all other

variables held constant, the Group’s hedging reserve in equity would have been higher/lower by $16,521,000

(2024: $20,093,000) and $8,645,000 (2024: $6,552,000) respectively as a result of fair value changes on cash

flow hedges.

If prices for HSFO increase/decrease by 5% as at 31 December 2024 with all other variables held constant, the

Group’s hedging reserve in equity would have been lower/higher by $900,000 as at 31 December 2024 as a result

of fair value changes on cash flow hedges.

If prices for quoted investments increase/decrease by 5% (2024: 5%) with all other variables held constant, the

Group’s profit before tax would have been higher/lower by $12,313,000 (2024: $10,819,000) as a result of higher/

lower fair value gains on investments at fair value through profit or loss, and the Group’s fair value reserve in

other comprehensive income would have been higher/lower by $27,162,000 (2024: $25,096,000) as a result of

higher/lower fair value gains on investments at fair value through other comprehensive income.

The various sensitivity rates used in the sensitivity analysis for currency, interest rate and price risks represent

rates generally used internally by management when assessing the various risks.

203

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

b.

Credit risk

Credit risk refers to the risk that debtors will default on their obligation to repay the amount owing to the Group. A

substantial portion of the Group’s revenue is on credit terms that are consistent with market practice. The Group

adopts stringent procedures on extending credit terms to customers and on the monitoring of credit risk. The credit

policy spells out clearly the guidelines on extending credit terms to customers, including monitoring the process and

using related industry’s practices as reference. This includes assessment and valuation of customers’ credit reliability

and periodic review of their financial status to determine the credit limits to be granted. Customers are also assessed

based on their historical payment records. Where necessary, customers may also be requested to provide security or

advance payment before services are rendered. The Group’s policy does not permit non-secured credit risk to be

significantly centralised in one customer or a group of customers.

The Group assesses on a forward-looking basis the expected credit losses (“ECLs”) associated with its financial assets

which are mainly debtors, amounts due from associated companies and joint ventures and bank balances, deposits

and cash.

ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash

shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash

flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each balance sheet date, the Group assesses whether financial assets carried at amortised cost and at FVOCI are

credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on

the estimated future cash flows of the financial asset have occurred. These events include probability of insolvency,

significant financial difficulties of the debtor and default or significant delay in payments.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and

when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available

without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the

Group’s historical experience and informed credit assessment and includes forward-looking information.

The Group uses a provision matrix to measure the ECLs. In measuring the ECLs, assets are grouped based on shared

credit risk characteristics and days past due. In calculating the expected credit loss rates, the Group considers historical

loss rates for each category of customers and adjusts to reflect current and forward-looking macroeconomic factors

affecting the ability of the customers to settle the receivables.

204

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

The Group’s credit risk exposure in relation to debtors under SFRS(I) 9 as at 31 December 2025 and 2024 that have not

been assessed on a contract-by-contract basis are set out in the provision matrix as follows:

Trade receivables

Contract

assets

$’000

Current

$’000

1 to 3 months

$’000

3 to 6 months

$’000

> 6 months

$’000

Total

$’000

2025

Infrastructure

Expected loss rate

–

0.8%

5.3%

7.0%

66.9%

Gross carrying amount

–

326,513

17,746

1,455

2,108

347,822

Loss allowance

–

2,451

933

102

1,410

4,896

Connectivity

Expected loss rate

1.5%

0.2%

0.9%

2.4%

15.5%

Gross carrying amount

86,999

284,686

102,269

27,912

83,847

585,713

Loss allowance

1,303

660

944

675

12,963

16,545

2024

Infrastructure

Expected loss rate

–

0.8%

11.2%

12.0%

62.4%

Gross carrying amount

–

340,266

9,916

1,738

1,986

353,906

Loss allowance

–

2,876

1,106

208

1,240

5,430

Connectivity

Expected loss rate

1.9%

0.3%

1.2%

1.9%

13.0%

Gross carrying amount

69,424

215,512

71,051

30,583

72,937

459,507

Loss allowance

1,303

569

830

593

9,464

12,759

For the remaining subsidiaries which transact with low volume of customers and customers are monitored individually

for credit loss assessment, the receivables (including concession service receivable and contract assets) are assessed

individually for lifetime expected credit losses at each reporting date. In calculating the expected credit loss, the Group

uses a probability-weighted amount that is determined by evaluating a range of possible outcomes. The possible

outcomes include an unbiased estimate of the possibility that a credit loss occurs and the possibility that no credit

loss occurs even if the most likely outcome is no credit loss.

205

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

b.

Credit risk (continued)

Individual customer will be evaluated periodically for its credit risk and the credit risk assessment is based on

historical, current and forward-looking information such as:

•

Historical financial and default rate of the customer

•

Any publicly available information on the customer

•

Any macroeconomic or geopolitical information relevant to the customer

•

Any other objectively supportable information on the quality and abilities of the customer’s management

relevant for its performance

Customers from the Fund Management & Investment Platforms which comprise of pension funds, sovereign wealth

funds, financial institutions and endowments in Europe, Asia Pacific and North America are also reputable and

creditworthy parties.

For investment properties, the Group manages credit risks arising from tenants defaulting on their rental by requiring

the tenants to furnish cash deposits, and/or banker’s guarantees. The Group also has a policy of regular review of

debt collection and rental contracts are entered into with customers with an appropriate credit history.

For trading properties, the Group generally has the following recourse:

•

Forfeiture of instalments paid; and

•

Re-sale of the re-possessed properties and claim against the purchasers for any shortfall from the resale.

Trade receivables and contract assets are written off when there is no reasonable expectation of recovery, such as

a debtor failing to engage in a repayment plan with the Group. Amounts due from associated companies and joint

ventures that are neither past due nor impaired are substantially companies with good collection track record with

the Group or have strong financial capacity. It is also the Group’s policy to enter into financial instrument contracts

with a diversity of prime financial institutions and creditworthy parties. As at 31 December 2025 and 2024, there are

no significant financial assets that are past due and/or impaired.

The Group minimises credit risk by dealing with companies with good payment track record and by placing cash

balances with financial institutions. As at 31 December 2025 and 2024, there was no significant concentration of

credit risks.

206

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

c.

Liquidity risk

The Group actively manages its debt term-out profile, operating cash flows and availability of funding resources to

ensure that all its financial obligations and future funding needs are met. Funding resources include money market

facilities, committed revolving credit facilities as well as commercial paper and debt capital market programmes. The

Group maintains funding flexibility with adequate cash reserves and undrawn credit facilities to ensure it can support

its operating and investing activities.

Information relating to the maturity profile of loans is given in Note 25. The following table details the liquidity

analysis for derivative financial instruments and borrowings of the Group and the Company based on contractual

undiscounted cash inflows/(outflows).

Within

one year

$’000

Within

one to

two years

$’000

Within

two to

five years

$’000

After

five years

$’000

GROUP

2025

Gross-settled forward foreign exchange contracts

– Receipts

990,547

153,183

369,802

109,638

– Payments

(995,311)

(148,945)

(351,806)

(87,607)

Gross-settled cross currency swaps

– Receipts

37,717

25,629

9,709

–

– Payments

(28,247)

(21,922)

(7,714)

–

Net-settled interest rate swaps

– Receipts

9,606

3,077

21,588

2,710

– Payments

(28,754)

(16,981)

(8,193)

–

Net-settled Dated Brent forward contracts

– Receipts

1,665

5

236

79

– Payments

(18,762)

(9,035)

(9,976)

–

Net-settled ICE Brent Crude forward

– Receipts

–

–

–

–

– Payments

(10,571)

(8,830)

(2,037)

–

Term loans

(2,698,658)

(2,199,749)

(6,630,280)

(1,506,660)

Financial guarantees

(1,029,448)

–

–

–

2024

Gross-settled forward foreign exchange contracts

– Receipts

423,829

104,668

139,027

13,476

– Payments

(422,998)

(102,018)

(132,587)

(12,694)

Gross-settled cross currency swaps

– Receipts

50,324

42,593

40,241

–

– Payments

(38,267)

(31,151)

(33,140)

–

Net-settled interest rate swaps

– Receipts

44,354

23,616

34,392

–

– Payments

(5,308)

(5,769)

(4,980)

–

Net-settled HSFO forward contracts

– Receipts

–

–

–

–

– Payments

(514)

–

–

–

Net-settled Dated Brent forward contracts

– Receipts

2,098

71

–

–

– Payments

(7,701)

(5,160)

(3,629)

(405)

Net-settled ICE Brent Crude forward

– Receipts

694

452

–

–

– Payments

(26)

(427)

(641)

(169)

Term loans

(1,869,539)

(3,005,230)

(7,172,014)

(1,492,404)

Financial guarantees

(1,080,967)

–

–

–

207

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

c.

Liquidity risk (continued)

Within

one year

$’000

Within

one to

two years

$’000

Within

two to

five years

$’000

After

five years

$’000

COMPANY

2025

Gross-settled forward foreign exchange contracts

– Receipts

968,324

126,898

194,200

7,544

– Payments

(974,412)

(124,483)

(189,924)

(7,167)

Gross-settled cross currency swaps

– Receipts

37,717

25,629

9,709

–

– Payments

(28,247)

(21,922)

(7,714)

–

Net-settled interest rate swaps

– Receipts

9,183

3,077

21,588

2,710

– Payments

(24,676)

(15,662)

(8,193)

–

Term loans

(1,768,185)

(2,062,020)

(6,386,973)

(748,168)

Financial guarantees

(326,723)

–

–

–

2024

Gross-settled forward foreign exchange contracts

– Receipts

423,019

104,668

139,027

13,476

– Payments

(422,190)

(102,018)

(132,587)

(12,694)

Gross-settled cross currency swaps

– Receipts

50,324

42,593

40,241

–

– Payments

(38,267)

(31,151)

(33,140)

–

Net-settled interest rate swaps

– Receipts

38,169

19,885

33,475

–

– Payments

(4,810)

(4,883)

(4,635)

–

Term loans

(1,471,114)

(2,135,117)

(6,160,283)

(759,306)

Financial guarantees

(285,562)

–

–

–

In addition to the above, creditors (Note 23) of the Group and the Company have a maturity profile of within one year

from the balance sheet date.

d.

Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and

to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an

optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue

new shares, obtain new borrowings or sell assets to reduce borrowings. The Group’s current strategy remains

unchanged from the previous financial year. The Group and the Company are in compliance with externally imposed

capital undertakings for the financial year ended 31 December 2025. Externally imposed capital undertakings are

mainly debt covenants included in certain loans of the Group and the Company requiring the Group or certain

subsidiaries of the Company to maintain gearing ratios not exceeding 3.00 times.

Management monitors capital risk based on the Group’s net gearing. Net gearing is calculated as net debt divided by

total equity. Net debt is calculated as total term loans (Note 25) and total lease liabilities (Note 9) less bank balances,

deposits & cash (Note 22).

GROUP

2025

$’000

2024

$’000

Net debt

9,126,554

9,770,615

Total equity

11,186,180

11,425,661

Net gearing ratio

0.82x

0.86x

208

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

e.

Fair value of financial instruments, investment properties, associated companies and joint ventures

The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs

used in making the measurement. The fair value hierarchy has the following levels:

•

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•

Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table presents the assets and liabilities measured at fair value.

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

GROUP

2025

Financial assets

Derivative financial instruments

–

49,336

–

49,336

Call option

–

–

268,655

268,655

Loan receivable measured at fair value through profit or loss

–

–

74,181

74,181

Investments

– Investments at fair value through other comprehensive income

543,245

1,767

264,378

809,390

– Investments at fair value through profit or loss

139,740

–

789,094

928,834

– Investments at fair value through profit or loss, under assets

classified as held for sale

–

6,111

–

6,111

Short term investments

– Investments at fair value through profit or loss

106,527

–

5,599

112,126

789,512

57,214

1,401,907

2,248,633

Financial liabilities

Derivative financial instruments

–

199,595

–

199,595

Put option

–

–

2,866

2,866

–

199,595

2,866

202,461

Non-financial assets

Investment Properties

– Commercial, completed

–

–

4,611,132

4,611,132

– Commercial, completed, under assets classified as held for sale

–

–

145,000

145,000

– Commercial, under construction

–

–

257,497

257,497

Associated companies and joint ventures at fair value through

profit or loss

–

–

762,199

762,199

–

–

5,775,828

5,775,828

209

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

e.

Fair value of financial instruments, investment properties, associated companies and joint ventures (continued)

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

GROUP

2024

Financial assets

Derivative financial instruments

–

104,287

–

104,287

Call option

–

–

249,403

249,403

Investments

– Investments at fair value through other comprehensive income

500,245

1,955

250,185

752,385

– Investments at fair value through profit or loss

72,853

–

919,649

992,502

Short term investments

–

– Investments at fair value through other comprehensive income

1,674

–

–

1,674

– Investments at fair value through profit or loss

143,515

–

5,893

149,408

718,287

106,242

1,425,130

2,249,659

Financial liabilities

Derivative financial instruments

–

128,545

–

128,545

Non-financial assets

Investment Properties

– Commercial, completed

–

–

3,484,712

3,484,712

– Commercial, under construction

–

–

1,847,081

1,847,081

Associates and joint venture at fair value through profit or loss

–

–

439,803

439,803

–

–

5,771,596

5,771,596

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

COMPANY

2025

Financial assets

Derivative financial instruments

–

35,165

–

35,165

Investments

– Investments at fair value through other comprehensive income

–

–

20,211

20,211

Short term investments

– Investments at fair value through profit or loss

88,560

–

5,599

94,159

88,560

35,165

25,810

149,535

Financial liabilities

Derivative financial instruments

–

135,592

–

135,592

2024

Financial assets

Derivative financial instruments

–

84,094

–

84,094

Investments

– Investments at fair value through other comprehensive income

–

–

17,483

17,483

Short term investments

– Investments at fair value through profit or loss

142,002

–

5,893

147,895

142,002

84,094

23,376

249,472

Financial liabilities

Derivative financial instruments

–

102,287

–

102,287

210

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

The following table presents the reconciliation of financial instruments measured at fair value based on significant

unobservable inputs (Level 3).

GROUP

COMPANY

2025

$’000

2024

$’000

2025

$’000

2024

$’000

At 1 January

1,425,130

5,579,067

23,376

23,641

Additions/Capital call

43,348

46,581

–

–

Redemption/Return of capital

(26,954)

(6,078)

–

–

Notes receivables (Note 16)

– Amortisation to profit of loss

–

(158,127)

–

–

– Fair value gain remeasurement, including interest income

–

138,965

–

–

– Repayment received

–

(71,288)

–

–

– Exchange differences

–

22,583

–

–

– Derecognised

–

(4,218,487)

–

–

Loan receivable measured at fair value through profit or loss

74,181

–

–

–

Put option

(2,866)

–

–

–

Subsidiary acquired

362

–

–

–

Fair value loss/(gain) recognised in other comprehensive income

(24,600)

(41,708)

2,728

(530)

Fair value loss/(gain) recognised in profit or loss

(8,553)

137,915

(294)

265

Reclassification from/(to)

– Debtors

29,151

–

–

–

– Long term assets

3,014

(5,000)

–

–

– Investments at fair value through profit or loss (Level 1)

(97,777)

–

–

–

– Assets classified as held for sale (Note 38)

(6,111)

–

–

–

Exchange differences

(9,284)

707

–

–

At 31 December

1,399,041

1,425,130

25,810

23,376

The following table presents the reconciliation of investment properties measured at fair value based on significant

unobservable inputs (Level 3).

GROUP

2025

$’000

2024

$’000

At 1 January

5,331,793

4,665,064

Development expenditure

79,591

259,980

Fair value loss/(gain)

(30,264)

342,344

Subsidiary acquired

133,441

345,590

Subsidiary disposed

(368,739)

(264,075)

Reclassification from/(to)

– Fixed assets (Note 7)

180

–

– Assets classified as held for sale (Note 38)

(145,000)

–

Exchange differences

(132,373)

(17,110)

At 31 December

4,868,629

5,331,793

The following table presents the reconciliation of associated companies and joint ventures measured at fair value

based on significant unobservable inputs (Level 3).

GROUP

2025

$’000

2024

$’000

At 1 January

439,803

398,268

Additions/Capital call

367,358

80,614

Redemption/ Return of capital

(40,962)

(33,430)

Fair value gain recognised in profit or loss

19,377

(9,775)

Exchange differences

(23,377)

4,126

At 31 December

762,199

439,803

211

ANNUAL REPORT 2025

36.

FINANCIAL RISK MANAGEMENT (continued)

e.

Fair value of financial instruments, investment properties, associated companies and joint ventures (continued)

The fair value of financial instruments categorised under Level 1 of the fair value hierarchy is based on published

market bid prices at the balance sheet date.

The fair value of financial instruments categorised under Level 2 of the fair value hierarchy are fair valued under

valuation techniques with market observable inputs. These include forward pricing and swap models utilising present

value calculations using inputs such as observable foreign exchange rates (forward and spot rates), interest rate

curves and forward rate curves and discount rates that reflect the credit risks of various counterparties.

The following table presents the valuation techniques and key inputs that were used to determine the fair value of

financial instruments, investment properties, associated companies and joint ventures categorised under Level 3 of

the fair value hierarchy.

Description

Fair value as at

31 December 2025

$’000

Valuation Techniques

Unobservable Inputs

Range of

Unobservable Inputs

Investments

1,059,071

Net asset value,

discounted cash flow,

option pricing method

and probability-

weighted expected

return method

Net asset value*

Discount rate

Terminal growth rate

Discount for lack of control

Discount for lack of marketability

Not applicable

6.10% to 19.20%

1.50% to 2.20%

15.00%

10.30% to 29.80%

Call option

268,655

Discounted

cash flow method

Transacted price of comparable properties (psf)

Capitalisation rate

Discount rate

$2,822 to $3,230

3.20% to 3.35%

6.75%

Put option

2,866

Black-Scholes

Merton method

Risk-free rate

Discount for lack of marketability

Discount for lack of control

3.65%

10.00% to 20.00%

15.50%

Loan receivable

measured at fair value

through profit or loss

74,181

Adjusted appraised

net asset value and

discounted cash

flow method

Transacted price of comparable properties (psf)

Discount rate

$262 to $710

7.70%

Associated companies

and joint ventures at

fair value through

profit or loss

762,199

Net asset value

and discounted

cash flow method

Net asset value

Discount rate

Not applicable

10.21% to 16.45%

Investment properties

– Commercial,

completed

4,611,132

Discounted cash

flow method, direct

comparison method

and/or income

capitalisation method

Discount rate

Capitalisation rate

Offering price of comparable land plots (psm)

Transacted price of comparable properties in

different geographies/cities (psf)

6.10% to 14.50%

2.80% to 10.50%

$3,625 to $4,543

$125 to $21,233

– Commercial,

completed, under

assets classified as

held for sale

145,000

Discounted cash

flow method

Discount rate

Capitalisation rate

12.60%

8.00%

– Commercial, under

construction

257,497

Discounted cash

flow method, direct

comparison method

and/or residual

value method

Discount rate

Capitalisation rate

Offering price of comparable land plots (psm)

Gross development value ($’million)

11.50% to 17.00%

8.50%

$8,049 to $11,130

$182

212

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Description

Fair value as at

31 December 2024

$’000

Valuation Techniques

Unobservable Inputs

Range of

Unobservable Inputs

Investments

1,175,727

Net asset value,

discounted cash flow,

binomial option

pricing method and

probability-weighted

expected return

method

Net asset value*

Discount rate

Growth rate

Discount for lack of control

Discount for lack of marketability

Not applicable

16.81% to 19.90%

4.00%

15.00% to 26.00%

10.50% to 10.90%

Call option

249,403

Discounted cash

flow method

Transacted price of comparable properties (psf)

Capitalisation rate

Discount rate

$2,978 to $3,617

3.20% to 3.35%

6.75%

Associates and joint

venture at fair value

through profit or loss

439,803

Net asset value

Net asset value

Not applicable

Investment properties

– Commercial,

completed

3,484,712

Discounted cash

flow method,

direct comparison

method and income

capitalisation method

Discount rate

Capitalisation rate

Offering price of comparable land plots (psm)

Transacted price of comparable properties in

different geographies/cities (psf)

5.75% to 14.50%

4.00% to 8.50%

$4,642 to $6,330

$109 to $3,352

– Commercial, under

construction

1,847,081

Discounted cash

flow method, direct

comparison method

residual method and

income capitalisation

method1

Discount rate

Capitalisation rate

Offering price of comparable land plots (psm)

Transacted price of comparable properties (psf)

Gross development value ($’million)

6.50% to 17.00%

2.80% to 8.50%

$10,972 to $12,660

$2,978 to $3,230

$192

* Fair value of unquoted equity instruments is determined by reference to the underlying assets value of the investee companies, which comprise mainly

investment properties stated at fair value or assets measured using valuation techniques that take into account key inputs such as revenue multiples,

long term growth rate and discount rate (see further details in Note 2.25(b)(vi)).

Note:

1

As at 31 December 2024, the independent property valuer has applied the discounted cash flow method, direct comparison method and income

capitalisation method instead of the direct comparison and residual methods used previously for one of the investment properties as it was assessed

to be more appropriate.

The financial instruments, investment properties, associated companies and joint ventures categorised under Level 3

of the fair value hierarchy are generally sensitive to the various unobservable inputs tabled above. A significant

movement of each input would result in significant change to the fair value of the respective asset. The significant

unobservable inputs used in the fair value measurement of investment properties are discount rate, capitalisation

rate, offering price of comparable land plots, transacted price of comparable properties and gross development value.

An increase in discount rate and capitalisation rate would result in a lower fair value and an increase in offering price

of comparable land plots, transacted price of comparable properties and gross development value would result in a

higher fair value.

As at 31 December 2025, the total fair value on investments of $1,059,071,000 (2024: $1,175,727,000) mainly comprises

$375,215,000 (2024: $431,802,000 valued based on net asset value) attributable to an unquoted investment fund which

primarily invests in high-performance batteries for electric vehicles and energy storage systems business valued

based on hybrid techniques including option pricing model, net asset value method and discounted cash flow

method, and $445,466,000 (2024: $996,070,000) valued based on net asset value.

With all other variables held constant, the following demonstrates the sensitivity to a reasonably possible change in

the key inputs to the valuation of these investments:

•

When the discount rate used in the valuation of unquoted investment fund which primarily invests in high-

performance batteries for electric vehicles and energy storage systems business increases by 1%, this would

lead to a $82,989,000 decrease in fair value.

•

When the net asset value of investments increase/decrease by 5%, this would lead to a $22,273,000 (2024:

$49,803,000) increase/decrease in fair value.

Other than as disclosed above, the fair values of current financial assets and liabilities carried at amortised cost

approximate their carrying amounts.

Valuation process of investment properties is described in Note 8.

213

ANNUAL REPORT 2025

37.

SEGMENT ANALYSIS

The Group is organised in a simplified horizontally integrated model with five reportable segments, namely Infrastructure, Real

Estate, Connectivity, Corporate Activities and Non-Core Portfolio for Divestment. As a global asset manager and operator, the

principal activities of Infrastructure, Real Estate and Connectivity segments include that of Fund Management, Investment and

Operating platforms.

With a sharpened business focus and an asset-light model under Vision 2030, Keppel has identified a portfolio of non-core

assets which are not aligned with its strategy and will be divested over time. A taskforce was formed during the year to

optimise the speed of divestment and exit value of the non-core assets. This Non-Core Portfolio for Divestment is being

reported separately to provide greater clarity on Keppel’s financial performance as an asset-light global asset manager

and operator.

i.

Infrastructure

The Infrastructure segment provides power sales and trading renewables, clean energy generation and

decarbonisation solutions and environmental services that are essential for sustainable development. Its principal

activities include infrastructure asset management, commercial power generation, sales & trading, renewables,

environmental technology solutions, design & engineering, and infrastructure operation and maintenance. The

operating segment has operations in Asia, Singapore, Europe, and other countries.

ii.

Real Estate

The Real Estate segment focuses on providing real estate-as-a-service solutions such as sustainable urban renewal,

senior living and consultancy services for large-scale developments. Its principal activities include real estate asset

management, investments in sustainable urban renewal, senior living and master development. The segment has

operations in China, India, Singapore, Vietnam and other countries.

iii.

Connectivity

The Connectivity segment provides digital infrastructure and services for the digital economy. Its principal activities

include data centre asset management, the development and operation of data centres, provision of telecommunications

services, sales of telecommunications and information technology equipment and provision of system integration

solutions and services. The segment has operations in China, Singapore and other countries.

iv.

Corporate Activities

The Corporate Activities segment consists mainly treasury operations, research & development, investment holdings,

provision of management and support services.

v.

Non-Core Portfolio for Divestment

This segment comprises a portfolio of assets identified for divestment. These include legacy offshore & marine assets,

residential landbank, selected property developments and investment properties, hospitality and logistics assets,

associated cash and receivables and other non-core investments that are not aligned with Keppel’s strategic focus as

an asset-light global asset manager and operator.

Management monitors the results of each of the above segments for the purpose of making decisions about resource

allocation and performance assessment. Segment performance is evaluated based on net profit or loss. Information

regarding the Group’s reportable operating segments is presented in the following table, with the segment information for

the prior year ended 31 December 2024 restated to reflect the change in the reportable segments.

214

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Infrastructure

$’000

Real Estate

$’000

Connectivity

$’000

Corporate

Activities

$’000

Non-Core

Portfolio for

Divestment

$’000

Elimination

$’000

Total

$’000

2025

Revenue

External sales

4,132,434

215,775

933,987

1,072

699,719

–

5,982,987

Inter-segment sales

21,435

5,323

18,884

98,195

5,444

(149,281)

–

Total

4,153,869

221,098

952,871

99,267

705,163

(149,281)

5,982,987

Segment Results

Operating profit

792,046

126,476

110,121

(130,682)

220,222

4,338

1,122,521

Investment income

35,661

1,048

177

362

3,486

–

40,734

Interest income

71,384

24,839

9,961

743,542

52,176

(784,570)

117,332

Interest expenses

(65,615)

(92,085)

(27,871)

(748,927)

(266,553)

780,232

(420,819)

Share of results of associated

companies and joint ventures

91,948

269,568

113,947

–

(17,943)

–

457,520

Profit/(loss) before tax

925,424

329,846

206,335

(135,705)

(8,612)

–

1,317,288

Taxation

(128,923)

(55,649)

(26,631)

(4,157)

(90,327)

–

(305,687)

Profit/(loss) from continuing

operations for the year

796,501

274,197

179,704

(139,862)

(98,939)

–

1,011,601

Attributable to:

Shareholders of Company

803,099

272,868

175,082

(151,462)

(83,300)

–

1,016,287

Perpetual securities holders

–

–

–

11,600

–

–

11,600

Non-controlling interests

(6,598)

1,329

4,622

–

(15,639)

–

(16,286)

796,501

274,197

179,704

(139,862)

(98,939)

–

1,011,601

Profit from discontinued operations,

net of tax and NCI

(227,779)

Profit for the year attributable to

shareholders of the Company

788,508

External revenue from contracts

with customers

– At a point in time

220,361

20,993

622,365

–

357,080

–

1,220,799

– Over time

3,912,073

148,012

306,838

1,072

258,114

–

4,626,109

4,132,434

169,005

929,203

1,072

615,194

–

5,846,908

Other sources of revenue

–

46,770

4,784

–

84,525

–

136,079

Total

4,132,434

215,775

933,987

1,072

699,719

–

5,982,987

Other Information

Segment assets*

4,951,637

5,384,544

4,954,258

12,516,762

14,695,794

(15,415,178)

27,087,817

Segment liabilities*

2,562,674

2,455,178

3,507,805

12,258,132

10,533,026

(15,415,178)

15,901,637

Net assets*

2,388,963

2,929,366

1,446,453

258,630

4,162,768

–

11,186,180

Investment in associated companies

and joint ventures

1,354,872

4,067,236

1,050,255

–

1,132,759

–

7,605,122

Additions to non-current assets

284,937

119,859

549,356

11,575

150,024

–

1,115,751

Depreciation and amortisation

45,288

11,991

18,434

9,517

85,253

–

170,483

Impairment loss/(write-back) on

non-financial assets

(2,390)

37,119

1

19

54,577

–

89,326

Allowance for expected credit loss

and bad debt written-off

(68)

1,419

3,904

–

5,847

–

11,102

* Inclusive of disposal group classified as held for sale

Geographical information

Singapore

$’000

China/

Hong Kong

$’000

Other Far East

& ASEAN

Countries

$’000

Other

Countries

$’000

Elimination

$’000

Total

$’000

External sales

5,276,375

340,787

300,275

65,550

–

5,982,987

Non-current assets

10,021,960

3,572,837

1,835,228

1,305,518

–

16,735,543

Other than Singapore, no single country accounted for 10% or more of the Group’s revenue for the year ended 31 December 2025.

Information about a major customer

Revenue of $1,178,022,000 is derived from a single external customer and is attributable to the Infrastructure segment for

the year ended 31 December 2025.

Note: Pricing of inter-segment goods and services is at fair market value.

215

ANNUAL REPORT 2025

37.

SEGMENT ANALYSIS (continued)

Infrastructure

$’000

Real Estate

$’000

Connectivity

$’000

Corporate

Activities

$’000

Non-Core

Portfolio for

Divestment

$’000

Elimination

$’000

Total

$’000

2024*

Revenue

External sales

4,576,347

142,108

528,277

1,447

535,879

–

5,784,058

Inter-segment sales

19,666

2,236

19,828

105,969

5,080

(152,779)

–

Total

4,596,013

144,344

548,105

107,416

540,959

(152,779)

5,784,058

Segment Results

Operating profit

744,285

211,338

118,512

(130,079)

205,499

(3,907)

1,145,648

Investment income

36,979

2,014

371

722

20,551

–

60,637

Interest income

73,855

3,690

13,207

794,696

85,107

(888,666)

81,889

Interest expenses

(55,951)

(106,297)

(28,288)

(799,750)

(304,675)

892,573

(402,388)

Share of results of associated

companies and joint ventures

(7,236)

82,798

65,562

–

17,497

–

158,621

Profit/(loss) before tax

791,932

193,543

169,364

(134,411)

23,979

–

1,044,407

Taxation

(119,888)

(60,203)

(16,704)

5,358

(39,601)

–

(231,038)

Profit/(loss) from continuing

operations for the year

672,044

133,340

152,660

(129,053)

(15,622)

–

813,369

Attributable to:

Shareholders of Company

677,783

107,278

149,315

(140,663)

(5,895)

–

787,818

Perpetual securities holders

–

–

–

11,568

–

–

11,568

Non-controlling interests

(5,739)

26,062

3,345

42

(9,727)

–

13,983

672,044

133,340

152,660

(129,053)

(15,622)

–

813,369

Profit from discontinued operations,

net of tax and NCI

152,334

Profit for the year attributable to

shareholders of the Company

940,152

External revenue from contracts

with customers

– At a point in time

28,683

1,440

289,284

–

162,186

–

481,593

– Over time

4,547,664

88,805

235,398

1,447

313,663

–

5,186,977

4,576,347

90,245

524,682

1,447

475,849

–

5,668,570

Other sources of revenue

–

51,863

3,595

–

60,030

–

115,488

Total

4,576,347

142,108

528,277

1,447

535,879

–

5,784,058

Other Information

Segment assets

4,826,844

5,337,598

4,560,815

11,437,013

16,873,778

(15,377,694)

27,658,354

Segment liabilities

2,748,398

2,745,711

3,018,354

11,309,129

11,788,795

(15,377,694)

16,232,693

Net assets

2,078,446

2,591,887

1,542,461

127,884

5,084,983

–

11,425,661

Investment in associated companies

and joint ventures

1,147,496

4,096,865

850,132

–

1,019,651

–

7,114,144

Additions to non-current assets

149,912

227,121

288,955

324

260,142

–

926,454

Depreciation and amortisation

37,285

6,132

7,162

8,619

26,022

–

85,220

Impairment loss on non-financial assets

–

4,410

(140)

–

47,486

–

51,756

Allowance for expected credit loss and

bad debt written-off

5,156

23

(275)

–

3,258

–

8,162

* Comparative information has been re-presented due to a discontinued operation (Note 38).

216

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

Geographical information

Singapore

$’000

China/

Hong Kong

$’000

Other Far East

& ASEAN

Countries

$’000

Other

Countries

$’000

Elimination

$’000

Total

$’000

External sales*

5,270,608

298,310

167,249

47,891

–

5,784,058

Non-current assets

11,258,134

3,544,764

2,227,298

1,369,129

–

18,399,325

* Comparative information has been re-presented due to a discontinued operation (Note 38).

Other than Singapore, no single country accounted for 10% or more of the Group’s revenue for the year ended 31 December 2024.

Information about a major customer

Revenue of $1,436,172,000 is derived from a single external customer and is attributable to the Infrastructure segment for

the year ended 31 December 2024.

Note: Pricing of inter-segment goods and services is at fair market value.

38.

DISCONTINUED OPERATIONS AND ASSETS CLASSIFIED AS HELD FOR SALE AND LIABILITIES DIRECTLY ASSOCIATED

WITH DISPOSAL GROUP AND ASSETS CLASSIFIED AS HELD FOR SALE

i.

Discontinued operations and disposal group held for sale and liabilities directly associated with disposal group

classified as held for sale

Keppel Offshore & Marine Ltd (“Keppel O&M”)

The net profit from discontinued operations in 2024 of $108,106,000 pertains to the write-back of certain cost

provisions made in 2023, pursuant to the Proposed Combination that was completed on 28 February 2023, related to

the reimbursement by the Company to Keppel O&M (now known as Seatrium Offshore & Marine Limited) for certain

expenditures incurred by Keppel O&M before the completion of the Proposed Combination, as well as the recognition

of an indemnity claim against Seatrium Limited (Note 17).

In 2025, the Company wrote down an amount of approximately $7,600,000 relating to the Seatrium claim receivables

(Note 17).

M1 Limited (“M1”)

On 11 August 2025, the Company announced that it has, through its subsidiaries, entered into a share purchase

agreement to divest M1 Limited and its subsidiaries, excluding Technology Solutions & Services business (formerly

known as information and communications technology (ICT) business) and other carved out assets (“M1 Telco”) to

Simba Telecom Pte. Ltd. (“Simba”) (“Proposed Transaction”). The Proposed Transaction is subject to regulatory

approval and other conditions as set out in the Company’s announcement on 11 August 2025.

As part of the Proposed Transaction, M1’s Technology Solutions & Services business and other carved out assets comprise:

•

the entire issued share capital of AsiaPac Technology Holding Pte. Ltd. (“AsiaPac Tech Holding”) which is held by

M1. AsiaPac Tech Holding and its subsidiaries currently carry out Technology Services and Solutions business;

•

the entire issued share capital of M1 Telinet Pte. Ltd. (“M1 Telinet”), a holding vehicle for investment

securities; and

•

M1’s leasehold interest in MiWorld located at 9 International Business Park Singapore 609915, which is intended

to be transferred to M1 Telinet.

Accordingly, the assets and liabilities related to M1 Telco for the Proposed Transaction, had been presented in the

balance sheet as “Disposal group classified as held for sale” and “Liabilities directly associated with disposal group

classified as held for sale” and its results were presented separately on the consolidated statement of comprehensive

income as “Discontinued operations” for the financial year ended 31 December 2025, with comparative information

re-presented accordingly. M1 in its entirety was previously presented under the “Connectivity” reportable segment of

the Group (Note 37).

217

ANNUAL REPORT 2025

38.

DISCONTINUED OPERATIONS AND ASSETS CLASSIFIED AS HELD FOR SALE AND LIABILITIES DIRECTLY ASSOCIATED

WITH DISPOSAL GROUP AND ASSETS CLASSIFIED AS HELD FOR SALE (continued)

i.

Discontinued operations and disposal group held for sale and liabilities directly associated with disposal group

classified as held for sale (continued)

a.

The results of the discontinued operations are as follows:

2025

$’000

2024

$’000

Revenue

768,567

817,100

Expenses*

(704,662)

(751,295)

Profit before tax from discontinued operations

63,905

65,805

Taxation

(4,975)

(13,066)

Non-controlling interests

(9,512)

(8,511)

Profit from discontinued operations, net of tax and non-controlling interests

49,418

44,228

Loss on remeasurement of disposal group

(321,477)

–

Non-controlling interests

51,880

–

Loss on remeasurement of disposal group, net of non-controlling interests

(269,597)

–

Write(down)/back of cost provisions and claim receivables

(7,600)

108,106

(Loss)/Profit from discontinued operations

(227,779)

152,334

* In accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, following the classification as disposal group

classified as held for sale in August 2025, the Group has ceased depreciation, amortisation and equity accounting for the relevant assets

classified under disposal group held for sale amounting to $46,730,000.

Following the classification as disposal group held-for-sale and liabilities directly associated with disposal group

classified as held-for-sale, a loss on remeasurement of disposal group to their fair value less costs to sell attributable

to shareholders of the Company, amounting to approximately $270 million was recognised within discontinued

operations in the consolidated profit or loss account.

Including the ceased depreciation, amortisation and equity accounting for the relevant assets classified under

disposal group held for sale, estimated loss arising from the Proposed Transaction, subject to post-completion

adjustments, and the carrying value of Keppel’s effective interest in M1 Telco at the date of completion, for the

financial year ended 31 December 2025 was approximately $222 million.

b.

The cash flows attributable to the discontinued operations are as follows:

2025

$’000

2024

$’000

Operating cash flow

98,364

110,824

Investing cash flow

(199,798)

(164,915)

Financing cash flow

96,041

53,400

Net cash outflows

(5,393)

(691)

218

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

ii.

Assets classified as held for sale and liabilities directly associated with assets classified as held for sale

Pune Kharadi Tower Pvt. Ltd. (“PKTPL”), and its subsidiary (collectively “TenSteps”)

On 12 December 2025, Paraiba Pte Ltd (the “Seller”), a wholly owned subsidiary of the Group, entered into a Securities

Subscription Agreement and a Shareholders’ Agreement with an investor to subscribe to equity and convertible

securities of PKTPL, resulting in the dilution of the Group’s ownership in PKTPL from 100% to 49%. The transaction is

subject to customary closing conditions, as well as compliance with applicable regulatory requirements. This was

subsequently completed in January 2026.

Keppel DC Singapore 3 (“KDC SGP 3”) and Keppel DC Singapore 4 (“KDC SGP 4”)

On 16 December 2025, Keppel Data Centres Holding Pte Ltd, a wholly owned subsidiary of the Company, entered into a

sale and purchase agreement to divest its 10% interest in KDC SGP 3 and 1% interest in KDC SGP 4. This was subsequently

completed in February 2026.

In accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities

of the above transactions have been presented separately as “assets classified as held for sale” and “liabilities

directly associated with assets classified as held for sale” in the condensed consolidated balance sheet as at

31 December 2025.

Details of the disposal group and assets classified as held for sale and liabilities directly associated with disposal

group and assets classified as held for sale are as follows:

Disposal

Group

$’000

Assets

Classified as

Held for Sale

$’000

Total

$’000

GROUP

2025

Disposal group and assets classified as held for sale

Fixed assets

567,476

2

567,478

Investment properties

–

145,000

145,000

Right-of-use assets

34,136

–

34,136

Intangibles

945,371

–

945,371

Associated companies and joint ventures

23,793

44,680

68,473

Non-current contract assets

20,428

–

20,428

Long term investments

–

6,111

6,111

Stocks

20,099

–

20,099

Current contract assets

61,285

–

61,285

Debtors

184,944

921

185,865

Bank balances, deposits & cash

2,028

5,917

7,945

1,859,560

202,631

2,062,191

Liabilities directly associated with disposal group and assets classified

as held for sale

Creditors

207,412

6,299

213,711

Contract liabilities

105

–

105

Current term loans

298,000

45,748

343,748

Current lease liabilities

10,312

–

10,312

Taxation

8,113

–

8,113

Non-current term loans

–

93,380

93,380

Non-current lease liabilities

25,627

–

25,627

Deferred tax liabilities

119,870

3,726

123,596

669,439

149,153

818,592

219

ANNUAL REPORT 2025

39.

BUSINESS COMBINATION

On 31 December 2024, arising from the completion of a selective capital reduction (“SCR”) undertaken by Rigco Holding

Pte Ltd (“Rigco”), Rigco became a wholly owned subsidiary of the Group. The net assets of Rigco acquired at fair values were

as follows:

31.12.2024

$’000

Fixed assets

3,283,008

Stocks (work-in-progress)

52,673

Debtors and other assets

11,929

Bank balances and cash

1,070,039

Creditors and other liabilities

(72,675)

Provisions

(100,903)

Current and deferred taxation

(25,584)

Total identifiable net assets at fair value acquired

4,218,487

Goodwill on consolidation

–

Total purchase consideration

4,218,487

Less: Non-cash purchase consideration (Note 16)

(4,218,487)

Less: Bank balances and cash acquired

(1,070,039)

Cash inflow on acquisition

(1,070,039)

Valuation of fixed assets and stocks

SFRS(I) 13 Fair Value Measurement requires fair value of a non-financial asset to be measured based on its highest and best

use from market participants’ perspective. Under this premise, an income approach was adopted to measure the fair values

of the rigs (fixed assets and stocks), through estimating the net present value of cash flows from chartering the rigs out to

work with an operator. Management has engaged an independent professional firm to assist in determination of the fair

values as at 31 December 2024 based on the Discounted Cash Flow (“DCF”) calculations that cover each class of rig assets.

In addition to the independent professional firm responsible for calculation of the fair values, management has also

engaged a separate industry expert to provide a view of the market outlook, assumptions and industry parameters which

are used as inputs to the DCF model. Key inputs into the estimation of the fair values include dayrates, cost assumptions,

utilisation rates, discount rates and estimated commencement of deployment of the assets.

Fair value of purchase consideration

In determining the fair value of purchase consideration, management considered that the fair value of the notes receivables

(Note 16) to be the deemed fair value of the purchase consideration. The notes receivables is a deemed purchase consideration

as the notes receivables held by Keppel will be eliminated upon acquisition of Rigco. Effectively the notes receivables are

derecognised in exchange of the net assets of Rigco. The deemed fair value is determined by the recoverability of the notes

receivables, which approximates the fair value of net identifiable assets of Rigco.

As the SCR undertaken by Rigco was completed on 31 December 2024, there was no consolidation of revenues and net profit

of Rigco for the financial year ended 31 December 2024. Had Rigco been acquired from 1 January 2024, the Group’s revenue

and net profit attributable to shareholders of the Company for the year ended 31 December 2024 would have been $7,100,459,000

and $892,689,000 respectively.

Other acquisitions in 2024 are disclosed in Note A of the notes to the consolidated statement of cash flows.

220

KEPPEL LTD.

Notes to the Financial Statements

For the financial year ended 31 December 2025

FINANCIAL REPORT

40.

NEW ACCOUNTING STANDARDS

At the date of authorisation of these financial statements, the following new SFRS(I) and amendments to SFRS(I)s that are

relevant to the Group and the Company were issued but not effective:

•

SFRS (I) 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after

1 January 2027)

SFRS (I) 18 will replace SFRS (I) 1-1 Presentation of financial statements, introducing new requirements that will help

to achieve comparability of the financial performance of similar entities and provide more relevant information and

transparency to users. Even though SFRS (I) 18 will not impact on the recognition or measurement of items in the

financial statements, its impact on presentation and disclosure are expected to be pervasive, in particular those

related to the statement of financial performance and providing management-defined performance measures within

the financial statements.

The management is currently assessing the impact of the adoption of the new SFRS (I) on the primary financial

statements and notes to the financial statements.

•

Amendments to SFRS (I) 9 and SFRS (I) 7: Amendments to the Classification and Measurement of Financial Instruments

(effective for annual periods beginning on or after 1 January 2026)

The amendments to SFRS (I) 9 and SFRS (I) 7 to respond to recent questions arising in practice, and to include new

requirements not only for financial institutions but also for corporate entities. These amendments:

–

clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception

for some financial liabilities settled through an electronic cash transfer system;

–

clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal

and interest (SPPI) criterion;

–

add new disclosures for certain instruments with contractual terms that can change cashflows (such as some

financial instruments with features linked to the achievement of environment, social and governance targets); and

–

update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

The management anticipates that the adoption of the above new amendments in future periods will not have a

material impact on the financial statements of the Group and of the Company in the period of their initial adoption.

•

SFRS (I) 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after

1 January 2027)

This new standard works alongside other SFRS (I) Accounting Standards. An eligible subsidiary applies the requirements

in other SFRS (I) Accounting Standards except for the disclosure requirements and instead applies the reduced

disclosure requirements in SFRS (I) 19. SFRS (I) 19’s reduced disclosure requirements balance the information needs of

the users of eligible subsidiaries’ financial statements with cost savings for preparers. SFRS (I) 19 is a voluntary standard

for eligible subsidiaries.

A subsidiary is eligible if:

–

it does not have public accountability; and

–

it has an ultimate or intermediate parent that produces consolidated financial statements available for public

use that comply with IFRS Accounting Standards.

The management anticipates that the adoption of the above new SFRS (I) in future periods will not have a material

impact on the financial statements of the Group and of the Company in the period of their initial adoption.

41.

SIGNIFICANT SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES

Information relating to significant subsidiaries consolidated in these financial statements and significant associated

companies and joint ventures whose results are equity accounted for is given in the following pages.

221

ANNUAL REPORT 2025

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

INFRASTRUCTURE

Subsidiaries

Keppel Infrastructure Holdings Pte Ltd*

100

100

100

Singapore

Investment holding

Keppel Energy Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Electric Pte Ltd

100

100

100

Singapore

Electricity, energy and power supply

and general wholesale trade

Keppel Gas Pte Ltd

100

100

100

Singapore

Purchase and sale of gaseous fuels

Keppel DHCS Pte Ltd

100

100

100

Singapore

Development of district heating and

cooling system for the purpose of

air cooling and other utility services

Keppel Seghers Pte Ltd

100

100

100

Singapore

Provision of environmental,

technologies, engineering works &

construction activities

Keppel Seghers Holdings BV 3

100

100

100

Netherlands

Investment holding

Keppel Seghers Belgium NV 1

100

100

100

Belgium

Provider of services and solutions to

the environmental industry related to

solid waste treatment

Keppel Seghers Engineering Singapore

Pte Ltd

100

100

100

Singapore

Engineering works, construction and

O&M of plants and facilities

Keppel Integrated Engineering Ltd

100

100

100

Singapore

Investment holding

Keppel EnServices Investment Pte. Ltd.

100

100

100

Singapore

Investment holding

Keppel Renewable Investments Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Energy Switzerland Holding AG 3

100

100

100

Switzerland

Investment holding

Keppel Renewables Switzerland

Holding AG3

100

100

100

Switzerland

Investment holding

Keppel Core Infrastructure Fund, LP2

91

91

91

Singapore

Investment holding

Keppel Infrastructure Fund, LP2

68

68

87

Singapore

Investment holding

Cloud Alpha Pte Ltd

–

–

60

Singapore

Investment holding

222

KEPPEL LTD.

Significant Subsidiaries, Associated Companies

and Joint Ventures

FINANCIAL REPORT

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

Associated Companies

and Joint Ventures

Keppel Merlimau Cogen Pte Ltd 2

49

46

49

Singapore

Commercial power generation

MET Holding AG 1

10

10

10

Switzerland

Integrated energy company

Tianjin Eco-City Energy Investment &

Construction Co Ltd 2

20

20

20

China

Investment and implementation of

energy and utilities related infrastructure

Harmony Holdco Pte Ltd1

32

40

40

Singapore

Integrated environmental

solutions provider

Keppel MET Renewables AG 3

50

50

50

Switzerland

Renewable energy generation

Keppel Sakra Cogen Pte. Ltd.

30

43

43

Singapore

Commercial power generator

One Eco. Co. Ltd. 2

18

32

32

South Korea

Investment holding

Keppel-Pierfront Private Credit Fund LP 2

22

22

23

Singapore

Investment holding

Keppel Asia Infrastructure Fund LP2

19

19

19

Singapore

Investment holding

Cloud Alpha Pte Ltd

60

60

–

Singapore

Investment holding

REAL ESTATE

Subsidiaries

Keppel Real Estate (China) Ltd

(formerly known as

Keppel Land China Ltd)

100

100

100

Singapore

Investment holding

Keppel Land Estate Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Bay Pte Ltd

100

100

100

Singapore

Property development

Changzhou Fushi Housing Development

Pte Ltd 1

100

100

100

China

Property development

Corredance Pte Ltd

100

100

100

Singapore

Investment holding

Domenico Pte Ltd

100

100

100

Singapore

Investment holding

Estella JV Co Ltd 1

98

98

98

Vietnam

Property investment and development

Keppel Point Pte Ltd

100+

100+

100+

Singapore

Investment holding

Jencity Ltd 3

100

100

100

BVI

Investment holding

K-Commercial Pte Ltd

100

100

100

Singapore

Property investment

Katong Retail Trust

100

100

100

Singapore

Investment trust

Keppel Hong Da (Tianjin Eco-City)

Property Development Co Ltd 1

100

100

100

China

Property development

Keppel Hong Yuan (Tianjin Eco-City)

Property Development Co Ltd 1

100

100

100

China

Property development

Wuxi Waterfront Property

Development Co Ltd1

(formerly known as Keppel Lakefront

(Wuxi) Property Development Co Ltd)

100

100

100

China

Property development

223

ANNUAL REPORT 2025

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

Keppel Land (Saigon Centre) Ltd 1

100

100

100

HK

Investment holding

Keppel Real Estate (Singapore) Pte Ltd

(formerly known as Keppel Land

(Singapore) Pte Ltd)

100

100

100

Singapore

Investment holding and

management services

Keppel Land Financial Services Pte Ltd

100

100

100

Singapore

Financial services

Keppel Seasons Residences Property

Development (Wuxi) Co., Ltd 1

100

100

100

China

Property development

Krystal Investments Pte Ltd

100

100

100

Singapore

Investment holding

Merryfield Investment Pte Ltd

100

100

100

Singapore

Investment holding

OIL (Asia) Pte Ltd

100

100

100

Singapore

Investment holding

Parksville Development Pte Ltd

100

100

100

Singapore

Property development

Pasir Panjang Realty Pte Ltd

100

100

100

Singapore

Investment holding

Peplamo Pte Ltd

100

100

100

Singapore

Investment holding

PT Kepland Investama 1

100

100

100

Indonesia

Property investment

Riviera Point LLC 1

100

100

100

Vietnam

Property development

Saigon Centre Investment Ltd 3

100

100

100

BVI

Investment holding

Saigon Sports City Ltd  1^

–

–

100

Vietnam

Property development

Beijing Changsheng Business

Consulting Co Ltd1

(formerly known as Beijing

Changsheng Consultant Co Ltd)

100

100

100

China

Property investment

Beijing Changsheng

Property Management Co Ltd 1

100

100

100

China

Property investment

Shanghai Floraville Land Co Ltd 1

99

99

99

China

Property investment

Shanghai Ji Lu Land Co Ltd 1

99

99

99

China

Property investment

Shanghai Ji Xiang Land Co Ltd 1

100

100

100

China

Property development

Shanghai Merryfield Land Co Ltd 1

99

99

99

China

Property development

Spring City Golf & Lake Resort Co Ltd 1

72

72

72

China

Golf club operations and development

and property development

Straits Property Investments

Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Group Eco-City Investments

Pte Ltd

100+

100+

100+

Singapore

Investment holding

224

KEPPEL LTD.

Significant Subsidiaries, Associated Companies

and Joint Ventures

FINANCIAL REPORT

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

Tianjin Fulong Property Development

Co Ltd 1^

–

–

100

China

Property development

Bangalore Tower Pvt Ltd 2

100

100

100

India

Property investment

Space Solutions India Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Land Vietnam Properties Pte Ltd

100

100

100

Singapore/

Vietnam

Investment holding

Aintree Assets Ltd 3

100

100

100

BVI

Investment holding

Keppel Pacific Oak US REIT 2

7

7

7

Singapore

Real estate investment trust

Keppel REIT Investment Pte Ltd

100

100

100

Singapore

Investment holding

Watermark Retirement Communities, LLC#

100

100

–

USA

Management company

DC REIT Holdings Pte Ltd

100

100

100

Singapore

Investment holding

Lipalton Pte. Ltd.

100

100

100

Singapore

Investment holding

Monestine Pte. Ltd.

100

100

100

Singapore

Investment holding

Denton Investment Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Smart City (Tianjin) Data

Technology Co Ltd1

100

100

100

China

Business consultancy

Keppel Capital Pte Ltd1

100

100

100

Singapore/

USA

Investment holding

Keppel Yong Xiang Corporate

Management (Shanghai) Company Ltd1

100

100

100

China

Business consultancy

Silverio Developers Private Limitedn,2

100

100

–

India

Property investment and development

Associated Companies

and Joint Ventures

City Square Office Co Ltd 2

40

40

40

Myanmar

Property development

Empire City LLC 1

40

40

40

Vietnam

Property development

EM Services Pte Ltd

25

25

25

Singapore

Property management

Kapstone Construction Private Limited 1

49

49

49

India

Real estate construction

and development

Keppel Land Watco I Co Ltd 1

68

45

45

Vietnam

Property investment and development

Keppel Land Watco II Co Ltd 1

68

45

45

Vietnam

Property investment and development

Nam Long Investment Corporation 2

–

–

8

Vietnam

Trading of development properties

225

ANNUAL REPORT 2025

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

Nanjing Zhijun Property Development

Co Ltd 2

25

25

25

China

Property development

North Bund Pte Ltd 2

30

30

30

Singapore

Investment holding

Raffles Quay Asset Management Pte Ltd 2

33

33

33

Singapore

Property management

Renown Property Holdings (M) Sdn Bhd 1

40

40

40

Malaysia

Property investment

Sino-Singapore Tianjin Eco-City

Investment and Development Co., Ltd 1

50

45

45

China

Property development

South Rach Chiec LLC 1

–

–

42

Vietnam

Property development

Vision (III) Pte Ltd 2

30

30

30

Singapore

Investment holding

Win Up Investment Ltd 2

30

30

30

China

Investment holding

Tianjin Fushi Property Development

Co Ltd 1

49

49

49

China

Property development

New Binh Trung Real Estate

Company Limited 1

45

45

45

Vietnam

Property development

Phu Loc Real Estate Investment JSC 1

60

60

60

Vietnam

Property development

Keppel REIT

37+

37+

37+

Singapore

Real estate investment trust

Watermark Retirement Communities, LLC #

–

–

50

USA

Management company

Keppel Land Watco IV 1

45

45

68

Vietnam

Property development

Keppel Land Watco V 1

45

45

68

Vietnam

Property development

VN Prosperity Pte Ltd 1

50

50

50

Vietnam

Investment holding

Saigon Sports City Ltd^

30

30

–

Vietnam

Property development

Doan Nguyen House Trading Investment

Company Limited 1

45

45

45

Vietnam

Real estate trading

Bellenden Investments Limited 3

54

54

54

BVI

Investment holding

Gaenari (IV) Pte Ltd 2

56

56

56

Singapore

Property management

Tianjin Fulong Property Development

Co Ltd1^

70

70

–

China

Property development

226

KEPPEL LTD.

Significant Subsidiaries, Associated Companies

and Joint Ventures

FINANCIAL REPORT

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

CONNECTIVITY

Data Centres & Networks Division

Subsidiaries

Keppel Telecommunications &

Transportation Ltd*

–

–

100

Singapore

Investment, management

and holding company

Keppel Data Centres Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Data Centres Holding Pte Ltd

100

100

100

Singapore

Investment holding and

management services

Keppel Communications Pte Ltd

100

100

100

Singapore

Trading and provision of communications

systems and accessories

Keppel Telecoms Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Almere Pte Ltd

100

100

100

Singapore

Investment holding

Apsilon Ventures Pte Ltd

100

100

100

Singapore

Investment holding

Keppel DC Investment Holdings Pte Ltd

100

100

100

Singapore

Investment holding

Keppel DC Malaysia 1 Sdn Bhd1

100

100

100

Malaysia

Lease, operation and management

of data centres

Associated Companies

and Joint Ventures

Computer Generated Solutions Inc 2

–

–

21

USA

IT consulting and outsourcing provider

Keppel Midgard Holdings Pte Ltd 

40

40

40

Singapore

Telecommunications network operation

Memphis 1 Pte Ltd 2

–

–

51

Singapore

Data centre facilities and

colocation services

Keppel DC REIT

19

19

17

Singapore

Real estate investment trust – Data centre

facilities and colocation services

Keppel Data Centre Fund II LP 2

41

41

41

Singapore

Investment holding and

fund management

Alpha DC Fund Private Limited 2

65

65

65

Singapore

Investment holding and

fund management

227

ANNUAL REPORT 2025

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

M1 Division

(All entities within M1 Division are part of the disposal group held for sale, other than those under Technology Solutions & Services business

(formerly known as Information and Communications Technology business) and other carved out assets (“M1 Telco”) (Note 38).

Subsidiaries

Keppel Konnect Pte Ltd

100

100

100

Singapore

Investment holding

Konnectivity Pte Ltd

80

80

80

Singapore

Investment holding

M1 Limited

100+

84+

84+

Singapore

Telecommunications services

M1 Net Ltd

100+

84+

84+

Singapore

Provision of fixed and other related

telecommunication services

M1 Shop Pte Ltd

100

84+

84+

Singapore

Retail sales of telecommunication

equipment and accessories

AsiaPac Technology Pte. Ltd.

100+

84+

84+

Singapore

ICT Solutions Provider

Glocomp Systems (M) Sdn. Bhd. 1

70+

59+

59+

Malaysia

ICT Solutions Provider

GCIS Sdn. Bhd. 1

70+

59+

59+

Malaysia

ICT Solutions Provider

M1 Digital Labs Sdn Bhd 1

(formerly known as Global Computing

Solutions Sdn. Bhd)

70+

59+

59+

Malaysia

ICT Solutions Provider

ADG National Investment and

Technology Development Corporation1

70+

59+

–

Vietnam

Trading of technology products and

provision of information service

Associated Companies

and Joint Ventures

M1 Network Private Limited

50+

42+

42+

Singapore

Telecommunications services

Antina Pte Ltd 2

50+

50+

50+

Singapore

Mobile cellular and other wireless

telecommunication network operation

228

KEPPEL LTD.

Significant Subsidiaries, Associated Companies

and Joint Ventures

FINANCIAL REPORT

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

FUND MANAGEMENT

& INVESTMENT

Subsidiaries

Keppel Capital Holdings Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Capital International

Pte Ltd

100

100

100

Singapore

Provision of management services

Keppel Capital Investment Holdings

Pte Ltd

100

100

100

Singapore

Investment holding

Keppel Fund Management Limited

100

100

100

Singapore

Fund management

Keppel DC REIT Management

Pte Ltd

100

100

100

Singapore

Real Estate Investment Trust (“REIT”)

management and investment holding

Keppel Capital Three Pte Ltd

100

100

100

Singapore

Investment holding

Keppel REIT Management Ltd

100

100

100

Singapore

Investment advisory services and

property fund management

Keppel Infrastructure Fund Management

Pte Ltd

100

100

100

Singapore

Trust Management

Associated Companies

and Joint Ventures

Keppel Pacific Oak US REIT Management

Pte. Ltd. 2

50

50

50

Singapore

Property management

Prime US Reit Management Pte Ltd2

(formerly known as KBS US Prime

Property Management Pte. Ltd)

30

30

30

Singapore

Property management

Aermont Capital S.à r.l.2

50

50

50

Luxembourg

Real estate fund management,

provision of management services

and investment holding

229

ANNUAL REPORT 2025

Gross Interest

Effective Equity Interest

Country of

Incorporation/

Operation

Principal Activities

31 December

2025

%

2025

%

2024

%

CORPORATE ACTIVITIES

Subsidiaries

Kephinance Investment Pte Ltd

100

100

100

Singapore

Investment holding and

central finance administrator

Kepinvest Holdings Pte Ltd

100

100

100

Singapore

Investment holding

Kepventure Pte Ltd

100

100

100

Singapore

Investment holding

Rigco Holding Pte Ltd

100

100

100

Singapore

Asset owning and chartering

of rig drilling assets

FELS Asset Co 1 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

FELS Asset Co 2 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

FELS Asset Co 3 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

FELS Asset Co 4 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

FELS Asset Co 5 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

FELS Asset Co 6 Pte Ltd

100

100

100

Singapore

Chartering of rigs, ships, barges and boats

Keppel Management Ltd.

100

100

100

Singapore

Holding, management and investment

company

Associated Companies

and Joint Ventures

Floatel International Ltd 1

50

50

50

Bermuda

Operating accommodation and

construction support vessels (floatels) for

the offshore oil and gas industry

Notes:

i.

All the companies are audited by PricewaterhouseCoopers LLP, Singapore except for the following:

1 Audited by PricewaterhouseCoopers firms outside Singapore;

2 Audited by other firms of auditors; and

3 Not required to be audited by law in the country of incorporation or companies disposed, liquidated and struck off.

In accordance to Rule 716 of The Singapore Exchange Securities Trading Limited – Listing Rules, the Audit Committee and Board of Directors of the Company

confirmed that they are satisfied that the appointment of different auditors for its subsidiaries and significant associated companies and joint ventures does not

compromise the standard and effectiveness of the audit of the Company.

ii.

+ The shareholdings of these companies are held jointly with other subsidiaries.

iii.

n These companies were incorporated/acquired during the financial year.

iv.

* During the year ended 31 December 2025, Keppel Infrastructure Holdings Pte. Ltd. and Keppel Telecommunications & Transportation Ltd. were transferred and

amalgamated to Keppel Management Ltd. respectively (Note 11).

v.

^ During the year ended 31 December 2025, the shareholding interest in subsidiary was diluted and the investment in subsidiary was reclassified as a joint venture

vi.

# During the year ended 31 December 2025, the shareholding interest in associates and joint ventures was increased and the investment in associates and joint

ventures was reclassified as a subsidiary.

vii.

The subsidiaries’ place of business is the same as its country of incorporation, unless otherwise specified.

viii.

Abbreviations:

British Virgin Islands (BVI)

Hong Kong (HK)

United Arab Emirates (UAE)

United States of America (USA)

ix.

The Company has 159 significant subsidiaries, associated companies and joint ventures as at 31 December 2025. Subsidiaries, associated companies and joint

ventures are considered as significant (a) in accordance to Rule 718 of The Singapore Exchange Securities Trading Limited – Listing Rules, or (b) by reference to the

significance of their economic activities.

230

KEPPEL LTD.

Significant Subsidiaries, Associated Companies

and Joint Ventures

FINANCIAL REPORT

The Group has obtained a general mandate from shareholders of the Company for interested person transactions in the

Annual General Meeting held on 21 April 2025. During the financial year, the following interested person transactions were

entered into by the Group:

Name of Interested Person

Nature of Relationship

Aggregate value of

all interested person

transactions during the

financial year under review

(excluding transactions less

than $100,000 and transactions

conducted under shareholders’

mandate pursuant to Rule 920)

Aggregate value of

all interested person

transactions conducted under

a shareholders’ mandate

pursuant to Rule 920 of the

SGX Listing Manual

(excluding transactions

less than $100,000)

2025

$’000

2025

$’000

Transaction for the Sale of Goods and Services

Temasek Holdings Group (other than the below)

Temasek Holdings (Private)

Limited is a controlling

shareholder of the Company.

The other named interested

persons are its associates.

5,980

1,689

CapitaLand Group

1,333

85,141

CLA Real Estate Holdings Pte Ltd

–

33,665

Keppel Infrastructure Trust Group

32,241

71,681

Mediacorp Pte Ltd

–

173,513

PSA International Group

23,450

6,790

Sembcorp Industries Group

15,709

9,000

Singapore Airlines Group

2,200

–

Singapore Power Ltd

6,066

–

Singapore Technologies Engineering Group

2,588

–

Singapore Telecommunications Group

13,349

–

StarHub Group

86,045

–

Transaction for the Purchase of Goods and Services

Temasek Holdings Group (other than the below)

Temasek Holdings (Private)

Limited is a controlling

shareholder of the Company.

The other named interested

persons are its associates.

5,907

1,528

Certis CISCO Security Pte Ltd

2,015

1,106

Sembcorp Industries Ltd

10,536

–

Singapore Technologies Engineering Group

64

7,583

Singapore Telecommunications Group

4

22,558

Singapore Technologies Telemedia Pte Ltd

2,935

1,898

StarHub Group

63

90,621

Treasury Transactions

Temasek Holdings Group (other than the below)

Temasek Holdings (Private)

Limited is a controlling

shareholder of the Company.

The other named interested

persons are its associates.

915

–

Clifford Capital Group

29,118

–

Divestment

Keppel Infrastructure Trust Group

Temasek Holdings (Private)

Limited is a controlling

shareholder of the Company.

The other named interested

persons are its associates.

130,929

–

Seatrium Group

24,600

–

Investment

Keppel Infrastructure Trust Group

Temasek Holdings (Private)

Limited is a controlling

shareholder of the Company.

The other named interested

persons are its associates.

14,774

–

Total Interested Person Transactions

410,821

506,773

Save for the interested person transactions disclosed above, there were no other material contracts entered into by the Company

and its subsidiaries involving the interests of its chief executive officer, directors or controlling shareholders, which are either still

subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year.

231

ANNUAL REPORT 2025

Interested Person Transactions

OTHER INFORMATION

Christina Tan Hua Mui, 60

Bachelor of Accountancy (Honours), National University of Singapore; CFA® charterholder

Ms Christina Tan is Chief Executive Officer, Fund Management and Chief Investment Officer of Keppel Ltd. She is also Chairman of

Keppel DC REIT Management Pte Ltd (the Manager of Keppel DC REIT) and Deputy Chairman of Keppel Fund Management Ltd (KFM).

Ms Tan has more than 30 years of experience and expertise in investing and fund management across the United States, Europe

and Asia. She previously served as the Chief Financial Officer of GRA (Singapore) Private Limited, the Asian real estate fund

management arm of the Prudential Insurance Company of America. Prior to that, she was the Treasury Manager with Chartered

Industries of Singapore, managing the group’s cash positions and investments. Ms Tan started her career with Ernst & Young

before joining the Government of Singapore Investment Corporation.

Ms Tan’s principal directorships include Keppel Capital, Keppel REIT Management Limited (the Manager of Keppel REIT),

and Keppel Infrastructure Fund Management Pte Ltd (the Trustee-Manager of Keppel Infrastructure Trust). She also sits on

the Investment Committees for the private funds managed by KFM.

Kevin Chng, 53

Bachelor of Commerce (Merit) in Accounting and Information Systems, University of New South Wales; Member of Chartered

Accountants, Australia and New Zealand

Mr Chng is the Chief Financial Officer of Keppel Ltd.

Mr Chng joined Keppel in 2016 and has held various leadership positions in the Company, first as the General Manager of Group

Risk and Compliance at Keppel, before being appointed Chief Financial Officer of Keppel’s former offshore & marine business

from January 2020 to February 2023. In March 2023, Mr Chng was appointed Deputy Chief Financial Officer of Keppel and oversaw

Keppel’s Risk and Compliance, Tax and Treasury functions.

Prior to joining Keppel, Mr Chng had held senior positions at Credit Suisse Group in Singapore and Hong Kong, PricewaterhouseCoopers

and Ord Minnett Group in Australia.

Louis Lim, 53

Master and Bachelor of Economics (Sigma Xi), Massachusetts Institute of Technology; MBA, INSEAD

Mr Lim is the Chief Executive Officer, Real Estate at Keppel Ltd.

Mr Lim was previously Director of Group Strategy & Development where he was responsible for Keppel’s corporate strategy and

worked with Keppel’s business units on their strategic priorities. He was concurrently Managing Director of Keppel Technology and

Innovation, a change agent and innovation catalyst which aims to transform how Keppel harnesses technology and innovation to

create value for stakeholders.

Prior to joining Keppel in 2016, Mr Lim was a Partner with Bain & Company where he led the firm’s Consumer Products & Retail

as well as Change Management and Organisation practices in Southeast Asia. He began his career with the firm in 1997,

working across Bain’s Southeast Asia, as well as Melbourne, San Francisco and Tokyo offices, on projects that spanned from

Papua New Guinea to Nigeria. Mr Lim’s leadership roles at Bain included heading Human Resources and Recruiting for

Southeast Asia.

Mr Lim is currently a member of the INSEAD Facilities Committee.

232

KEPPEL LTD.

Key Executives

OTHER INFORMATION

Cindy Lim, 48

Bachelor of Engineering (Mechanical & Production) (Second Upper Honours), Nanyang Technological University;

Executive MBA, Singapore Management University; Fellow of The Institution of Engineers Singapore (IES)

Ms Lim joined Keppel in 2001. She was appointed Chief Executive Officer of Keppel Infrastructure Holdings Pte Ltd

(now the Infrastructure Division, Keppel Ltd.) in February 2021.

In her over 20 years of service with Keppel, Ms Lim has held various leadership positions. She was Director of Group Corporate

Development (GCD) of Keppel Corporation Limited and concurrently the founding Managing Director of Keppel Urban Solutions

Pte Ltd (KUS). As Director of GCD, Ms Lim focused on identifying and extracting synergies across the operating business units

within the Keppel Group, as well as harnessing internal and external collaboration to create economic value. As the founding

Managing Director of KUS, an end-to-end master developer of integrated smart and sustainable precincts and townships in the

Asia-Pacific region, she led the unit to develop and capture business opportunities arising from rapid urbanisation and the

increasing global focus on liveability and sustainability.

Prior to these roles, Ms Lim was Executive Director of Keppel Infrastructure Services, where she was responsible for the P&L of

the operations and maintenance business, covering energy and environmental infrastructure, from combined-cycle gas turbine

power plants to waste-to-energy plants, water treatment facilities, and district cooling systems. She brings extensive end-to-end

experience across development, execution, operations, and innovation, delivering enduring and profitable solutions for complex,

large-scale projects and investments through multi-stakeholder partnerships.

Her principal directorships include various Keppel operating subsidiaries, MET Holding AG, the Agency for Science, Technology and

Research (A*STAR), the Ammonia Energy Association, Enterprise Singapore, the Pro-Enterprise Panel under the Ministry of Trade

and Industry, the College Advisory Board of Nanyang Technological University, College of Engineering, and Rigco Holding Pte Ltd.

Manjot Singh Mann, 60

Master of Management Studies (Marketing and Sales Management), University of Bombay; Bachelor of Engineering

(Mechanical Engineering), University of Jabalpur

Mr Mann is Chief Executive Officer, Connectivity of Keppel Ltd. and Chief Executive Officer of M1. He was appointed as

Chief Executive Officer, Connectivity in June 2024 and Chief Executive Officer, M1 in December 2018. Mr Mann is also the

Chief Digital Officer of Keppel Ltd., appointed with effect from March 2022, and joined M1’s Board as a Director in June 2019.

Mr Mann has about 30 years of operational leadership experience across diverse geographical markets and a unique blend of

insights and perspectives in the rapidly evolving telecommunications industry.

Prior to joining M1, Mr Mann served as CEO at Pareteum Asia, a leading cloud software platform company, where he was appointed

to expand NASDAQ-listed Pareteum Corporation’s footprint in Asia. He was previously Global CEO (Communications and Convergence)

of Lebara Mobile (UK), one of the largest multinational, Pan-European mobile virtual network operators in the world. He was also

the former CEO of Hutchison Telecommunication in Jakarta, Indonesia.

Mr Mann currently holds directorships in several subsidiaries of M1 Limited, as well as Keppel’s enterprise services and

digital arms.

Jopy Chiang, 41

Master of Finance, University of Cambridge; Bachelor of Business Administration, National University of Singapore;

CFA® Charterholder

Mr Jopy Chiang was appointed Deputy Chief Investment Officer, Keppel Ltd. on 1 January 2025 and Chief Investment Officer,

Infrastructure, Keppel Ltd. in October 2023. Prior to that, he was CEO of Keppel Infrastructure Fund Management, the Trustee

Manager of Keppel Infrastructure Trust from August 2021 to September 2023.

Mr Chiang has over 15 years of experience across infrastructure private equity and investment banking, with more than

US$10 billion of transaction and advisory experience in developed and emerging markets of Asia Pacific, Europe, Middle East

and North America. Mr Chiang’s investment experience spans the infrastructure spectrum across renewables, regulated utilities,

conventional energy, distribution and transmission, transportation, water, waste and digital infrastructure, with a track record of

successful returns to investors.

Prior to joining Keppel, Mr Chiang worked at Partners Group, Arcapita and Barclays Capital, and was based in Hong Kong, London

and Singapore over the tenure of his career.

233

ANNUAL REPORT 2025

Bridget Lee Siow Pei, 54

Master of Management, JL Kellogg Graduate School of Management, Northwestern University; Bachelor of Accountancy,

Nanyang Technological University

Ms Lee is the Chief Investment Officer, Real Estate, Keppel Ltd. Ms Lee oversees all investments and divestments in the

real estate sector, including alternatives such as education and living sectors. Ms Lee is also a Non-Executive Director of

KORE US REIT Management Pte. Ltd. (the Manager of KORE US REIT, formerly known as Keppel Pacific Oak US REIT), with effect

from October 2021.

Ms Lee has more than 26 years of experience in investment, corporate finance and mergers and acquisitions with various

financial institutions in Asia and the United States. Her track record in transactions ranges from private equity, joint ventures,

capital market transactions, as well as listed companies’ merger and acquisitions, to funds and real assets investments.

Prior to joining Keppel, Ms Lee was with Mapletree Investments as Senior Vice President of Investment overseeing the China

market. She was also with other global financial organisations including Temasek Holdings.

Lee Hui Fang, 40

Bachelor of Science (Economics)(First Class Honours), London School of Economics; Master in Finance, Princeton University

Ms Lee has more than 15 years of experience in mergers and acquisitions. She joined Keppel in 2022 as Director in Keppel’s

Group Mergers & Acquisitions team where she was involved in the landmark divestment of Keppel Offshore & Marine Ltd. and

acquisition of Aermont Capital, the leading independent real estate manager in Europe. Ms Lee was subsequently appointed

Deputy Chief Investment Officer, Data Centres at Keppel in 2023 where she oversees Keppel’s data centre investments and

asset management across various investment platforms and mandates.

Prior to joining Keppel, Ms Lee spent 10 years at JP Morgan where she was an Executive Director in the investment banking

team. At JP Morgan, Ms Lee worked on over $20 billion of global M&A and capital raising transactions across various real estate

sub-sectors, industrials, infrastructure and healthcare. Aside from JP Morgan, Ms Lee also worked in the investments teams at

KV Asia Private Equity and Singapore Power.

Ang Sock Cheng, 53

Bachelor of Accountancy, Nanyang Technological University of Singapore

Ms Ang is the Chief Operating Officer, Fund Management of Keppel Ltd. Ms Ang has more than 25 years of experience in real estate

and infrastructure fund management business, leading financial and corporate reporting, investor relations, compliance and risk

management, fund raising in the capital and debt market as well as transaction advisory in tax structuring, financial and tax due

diligence for investments globally. She joined Keppel in June 2004.

Prior to joining Keppel, Ms Ang was Finance Manager of GRA (Singapore) Private Limited. She was responsible for system operation

integration for new office outfits, financial reporting, local operational management and controls, raising project financing and

treasury management for real estate investments in China. Having held auditor positions in international accounting firms in

Singapore and China, she had regional exposure to different accounting and finance environments for real estate clients and is

well-versed in internal audit, financial and tax due diligence in relation to mergers and acquisitions.

234

KEPPEL LTD.

Key Executives

OTHER INFORMATION

Chua Hsien Yang, 48

Master of Business Administration, University of Western Australia; Bachelor of Engineering (Civil), University of Canterbury

Mr Chua was appointed Chief Executive Officer of Keppel REIT Management Limited (the Manager of Keppel REIT) with effect from

1 January 2025.

Mr Chua has extensive experience in the real estate fund management and hospitality industries, including mergers and

acquisitions, real estate investments, business development and asset management globally.

Prior to his appointment, Mr Chua was the Managing Director & Head (Mergers & Acquisitions) at Keppel Ltd. since February 2021.

Prior to that, he served as the Chief Executive Officer of Keppel DC REIT Management from the listing of Keppel DC REIT in 2014 to

14 February 2021.

Prior to joining the manager of Keppel DC REIT, Mr Chua was Senior Vice President of Keppel REIT Management Limited where he

headed the investment team.

From 2006 to 2008, Mr Chua was Director of Business Development and Asset Management at Ascott Residence Trust Management

Limited (the manager of Ascott Residence Trust) and before that, he was with Hotel Plaza Limited (now known as Pan Pacific

Hotels Group Limited) as Assistant Vice President of Asset Management, where he was responsible for the business development

and asset management activities of the group-owned properties.

Mr Chua was appointed the President of REIT Association of Singapore (REITAS) with effect from 1 January 2025.

Loh Hwee Long, 49

Bachelor of Science (Real Estate)(First Class Honours), National University of Singapore

Mr Loh has more than 24 years of experience in real asset investment, asset, and fund management across major global markets

in Asia Pacific, Europe, Middle East and North America. He was appointed Chief Executive Officer of Keppel DC REIT Management

Pte. Ltd. (the Manager of Keppel DC REIT) in July 2023.

Prior to joining the Manager, Mr Loh was the Chief Investment Officer, Data Centres, at Keppel Capital, overseeing its data centre

strategies across various investment platforms and mandates. Before joining Keppel, he held senior positions with the Government

of Singapore Investment Corporation (GIC) Real Estate and Mapletree Investments, where he was responsible for investments

across multiple real estate sectors as well as spearheading entry into new markets. Mr Loh received a scholarship from Keppel

in 1997 and began his career with Keppel Land in 2001.

Kevin Neo, 45

Bachelor of Business Administration, National University of Singapore; CFA® charterholder

Mr Neo was appointed Chief Executive Officer of Keppel Infrastructure Fund Management Pte Ltd (the Trustee-Manager of

Keppel Infrastructure Trust) on 1 October 2023.

Mr Neo joined the Trustee-Manager in 2016 and was a senior member of the Trustee-Manager’s investment team, leading

several major investments (such as the acquisition of Ixom) and managing them thereafter, before he was appointed

Deputy Chief  Executive Officer of the Trustee-Manager in June 2023.

He has over 19 years of principal infrastructure and private equity investment, and corporate finance experience. He has

invested across a wide range of infrastructure asset classes with over $10 billion of transaction and advisory experience in

developed and emerging markets across Asia Pacific, Europe and the Middle East.

Before joining Keppel, he held M&A advisory and investment positions in Samena Capital, PwC Corporate Finance and

Singapore Power respectively.

Mr Neo’s principal directorships include City Energy Pte Ltd (Chairman), Keppel Merlimau Cogen Pte Ltd (Chairman),

One Eco Co., Ltd. (Chairman), Ventura Motors Pty Ltd (Chairman) and Ixom Holdings Pty Ltd.

235

ANNUAL REPORT 2025

David Eric Snyder, 55

Bachelor of Science in Business Administration, Biola University

Mr Snyder was part of the management team that led the successful listing of KORE US REIT (formerly known as Keppel Pacific

Oak US REIT) and has been the Chief Executive Officer and Chief Investment Officer since its listing on 9 November 2017.

Prior to his current appointment, Mr Snyder was a consultant to KBS Capital Advisors where he managed the AFRT portfolio.

From 2008 to 2015, Mr Snyder was the Chief Financial Officer (CFO) of KBS Capital Advisors and five of its non-traded REITs.

In addition to his CFO responsibilities, he led the negotiation for the transfer of the AFRT portfolio comprised of over 800

properties valued at over US$1.7 billion. He subsequently managed that portfolio for KBS Real Estate Investment Trust.

From 1998 to 2008, Mr Snyder was the Financial Controller for Nationwide Health Properties, a publicly-traded healthcare REIT.

Prior to that he was the Director of Financial Reporting for Regency Health Services.

Mr Snyder started his career as an auditor at Arthur Andersen LLP after graduating from Biola University.

Carina Lim, 52

Bachelor of Science (Estate Management)(Second Class Honours, Upper Division), National University of Singapore;

Master of Management (Financial Management), Macquarie Graduate School of Management, Sydney

Ms Carina Lim is the Chief Executive Officer of Keppel Education Asset Fund and Managing Director of Keppel Fund Management

Limited (KFM). She has more than 25 years of experience in the real estate industry holding positions in investment,

asset management, leasing, sales and marketing prior to assuming her current role in January 2019.

Ms Lim joined KFM in 2008 as Senior Manager and later assumed the role of Head of Asset Management in 2013, where she

oversaw asset management in Asia Pacific for a series of private closed-end funds across different risk spectrums (including core,

core-plus and value-add) and across different asset types. In KFM, she led the implementation of various asset strategies including

asset optimisation, development, refurbishment, ESG and other value-add initiatives for the funds and was instrumental in the

successful divestment of the funds’ assets. To date, she has been involved in more than $8 billion worth of transactions across

key cities in Asia Pacific.

Prior to joining KFM, she worked in the government sector as well as with large private developers in the areas of policies, leasing,

marketing, investment and asset management of office, business park and industrial sectors.

Yang Qianru, 43

Bachelor of Laws, London School of Economics (Upper Second Class Honours)

Ms Yang is the Chief Executive Officer of Keppel Data Centre Funds, and she manages Keppel’s flagship Data Centre Funds, overseeing

capital allocation, portfolio management, as well as serving on the investment committee of Keppel Data Centre Fund III, LP.

Ms Yang has more than 17 years’ experience in all aspects of private equity fund management, including investments, asset

management, portfolio management, product development, and capital raising. Prior to joining Keppel in 2010, Ms Yang

was in Macquarie Capital Advisors’ real estate investment banking division. She started her career as a corporate lawyer in

Allen & Gledhill LLP in Singapore.

Ms Yang holds a Bachelor of Laws degree from the London School of Economics.

236

KEPPEL LTD.

Key Executives

OTHER INFORMATION

Stephane Delatte, 56

Bachelor of Science, Corporate Finance, Kedge Business School, Master of Financial Engineering, Emlyon Business School

Mr Stephane Delatte is Chief Executive Officer and Chief Investment Officer of Keppel Credit. He is a director of Keppel Credit Fund

Management Pte. Ltd. (the manager of all Keppel private credit funds), where he provides the strategic leadership and vision for

Keppel’s private credit business. He has been with Keppel Credit since its inception in 2016 and is directly responsible for the

day-to-day running of the firm. Mr Delatte has 30 years of experience in private credit, private equity and project financing,

including over 25 years of experience in Asia.

Prior to Keppel Credit, Mr Delatte served as Managing Director in Asia for CLSA Capital Partners for 12 years where he was in

charge of Private Credit investments. He also previously served as Vice President for Dresdner Kleinwort Capital, Vice President of

the Asian Mezzanine Infrastructure Fund, and prior to that as Vice President in the project finance division of Credit Lyonnais.

Karsten Simpson, 54

Bachelor of Science (Honours), Estate Management, University of Northumbria, Professional Fellow of the Royal Institute of

Chartered Surveyors

Mr Karsten Simpson is the Head of Keppel, Australia, and is a director of Alpha Investment Partners Australia Pty Limited.

Mr Simpson joined Keppel in 2023 and brings with him over 25 years of experience in the real estate and investment sectors,

covering structuring, funding and investment management. He has a wealth of experience in capital transactions and partnering

with a strong focus on long term collaborative relationships in commercial projects.

Prior to joining Keppel, he served as the Group Executive of Capital Transactions and New Business at the Industry Superannuation

Property Trust (ISPT), where he was responsible for driving investment and divestment objectives of the ISPT funds and co-investment

capital. Before that, Mr Simpson was General Manager, Capital Partnering with Mirvac, overseeing major office development projects

and capital partnering activities. He also served as the Fund Manager for the Mirvac Wholesale Residential Development Partnership,

where he structured and launched the fund, and was responsible for the management of business operations and led

fund acquisitions.

Kenichi Negishi, 57

Bachelor of Arts in Law, Waseda University, Japan

Mr Negishi is the Representative Director of Keppel Japan and joined the Keppel Group in April 2023. He has over 35 years of

experience in real estate investment, capital markets, and structured finance in Japan, with extensive exposure to both domestic

and international investors.

Prior to joining Keppel, Mr Negishi served as Executive Officer and Head of Capital Markets at Jones Lang LaSalle (JLL) Japan, where

he led the firm’s capital markets business and oversaw significant growth in both team size and transaction activity. In this role,

he was actively involved in market outreach and thought leadership, including participation in industry conferences, panels, and

media engagements promoting the Japanese real estate market to global investors.

Before JLL, Mr Negishi held senior roles in real estate finance at DekaBank Deutsche Girozentrale, Merrill Lynch Japan Securities,

and J.P. Morgan Securities Japan, where he led non-recourse real estate lending, structured finance, and capital markets transactions

across multiple market cycles.

Mr Negishi began his career at Nomura Real Estate Development, where he was engaged in the development and leasing of office,

residential, and hospitality assets in Japan and overseas.

237

ANNUAL REPORT 2025

Held By

Effective

Group

Interest

Location

Description and

Approximate

Land Area

Tenure

Usage

COMPLETED PROPERTIES

Keppel REIT

37%

Ocean Financial Centre

Collyer Quay,

Singapore

Land area: 6,109 sqm

43-storey office tower with

ancillary retail space

999 years

leasehold

Commercial office building with

rentable area of 80,926 sqm

One Raffles Quay,

Singapore

Land area: 15,497 sqm

Two office towers of

50-storey and 29-storey

99 years

leasehold

Commercial office building with

rentable area of 123,318 sqm

Marina Bay Financial

Centre Towers 1 and 2,

and Marina Bay

Link Mall

Marina Boulevard,

Singapore

Land area: 33,220 sqm

Two office towers of

33-storey and 50-storey

with ancillary retail space

99 years

leasehold

Commercial office buildings with

rentable area of 159,393 sqm

Marina Bay Financial

Centre Tower 3

Marina Boulevard,

Singapore

Land area: 9,710 sqm

46-storey office tower

with retail podium

99 years

leasehold

Commercial office building with

rentable area of 123,878 sqm

Keppel Bay Tower

HarbourFront Avenue,

Singapore

Land area: 7,370 sqm

18-storey office tower

with a 6-storey podium

99 years

leasehold

Commercial office building with

rentable area of 35,881 sqm

8 Exhibition Street

Melbourne,

Australia

Land area: 4,330 sqm

35-storey office tower

with ancillary retail space

Freehold

Commercial office building with

rentable area of 45,021 sqm

8 Chifley Square

Sydney,

Australia

Land area: 1,581 sqm

30-storey office tower

99 years

leasehold

Commercial office building with

rentable area of 19,394 sqm

David Malcolm

Justice Centre

Perth,

Australia

Land area: 2,947 sqm

33-storey office tower

99 years

leasehold

Commercial office building with

rentable area of 31,175 sqm

Victoria Police Centre

Melbourne,

Australia

Land area: 5,136 sqm

40-storey office tower

Freehold

Commercial office building with

rentable area of 67,666 sqm

Pinnacle Office Park

Sydney,

Australia

Land area: 22,040 sqm

Three office towers of

8-storey, 7-storey and

4-storey

Freehold

Commercial office building with

rentable area of 34,639 sqm

2 Blue Street

Sydney,

Australia

Land area: 2,312 sqm

10-storey office tower

Freehold

Commercial office building with

rentable area of 14,133 sqm

255 George Street

Sydney,

Australia

Land area: 3,849 sqm

29-storey office tower

Freehold

Commercial office building with

rentable area of 38,996 sqm

Top Ryde City

Shopping Centre

Sydney,

Australia

Land area: 34,240 sqm

Regional shopping centre

Freehold

Commercial shopping centre

with rentable area of 77,739 sqm

T Tower

Seoul,

South Korea

Land area: 5,346 sqm

28-storey office tower

Freehold

Commercial office building with

rentable area of 21,216 sqm

KR Ginza II

Tokyo,

Japan

Land area: 805 sqm

8-storey office tower

Freehold

Commercial office building with

rentable area of 3,594 sqm

Keppel DC REIT

19%

Keppel DC Singapore 1

Serangoon,

Singapore

Land area: 7,333 sqm

6-storey data centre

Leasehold

Expiring

30 September 2055

Data centre with rentable area

of 10,193 sqm

Keppel DC Singapore 2

Tampines,

Singapore

Land area: 5,000 sqm

5-storey data centre

Leasehold

Expiring

31 July 2051

Data centre with rentable area

of 3,575 sqm

Keppel DC Singapore 3

Tampines,

Singapore

Land area: 5,000 sqm

5-storey data centre

Leasehold

Expiring

31 January 2052

Data centre with rentable area

of 4,592 sqm

238

KEPPEL LTD.

Major Properties

OTHER INFORMATION

Held By

Effective

Group

Interest

Location

Description and

Approximate

Land Area

Tenure

Usage

Keppel DC Singapore 4

Tampines,

Singapore

Land area: 6,805 sqm

5-storey data centre

Leasehold

Expiring

30 June 2050

Data centre with rentable area

of 7,776 sqm

Keppel DC Singapore 5

Jurong,

Singapore

Land area: 7,742 sqm

5-storey data centre

Leasehold

Expiring

31 August 2050,

including further

term of 9 years

Data centre with rentable area

of 8,727 sqm

Keppel DC Singapore 7

Genting Lane,

Singapore

Land area: 24,892 sqm

7-storey data centre

Leasehold

Expiring

15 July 2050,

including further

term of 10 years

Data centre with rentable area

of 7,156 sqm

Keppel DC Singapore 8

Genting Lane,

Singapore

Land area: 24,892 sqm

6-storey data centre

Leasehold

Expiring

15 July 2050,

including further

term of 10 years

Data centre with rentable area

of 7,266 sqm

DC1

Riverside Road,

Singapore

Land area: 8,538 sqm

5-storey data centre

Leasehold

Expiring

31 July 2044

Data centre with rentable area

of 19,864 sqm

Gore Hill Data Centre

Sydney,

Australia

Land area: 6,692 sqm

4-storey data centre

Freehold

Data centre with rentable area

of 8,450 sqm

Tokyo Data Centre 1

Tokyo,

Japan

Land area: 8,936 sqm

3-storey data centre

Freehold

Data centre with rentable area

of 17,397 sqm

Tokyo Data Centre 3

Tokyo,

Japan

Land area: 8,747 sqm

5-storey data centre

Freehold

Data centre with rentable area

of 6,812 sqm

Almere Data Centre

Almere,

Netherlands

Land area: 7,930 sqm

3-storey data centre

Freehold

Data centre with rentable area

of 11,000 sqm

Keppel DC Dublin 1

Dublin,

Ireland

Land area: 20,275 sqm

2-storey data centre

Leasehold

Expiring

31 December 2998

Data centre with rentable area

of 6,143 sqm

Keppel DC Dublin 2

Dublin,

Ireland

Land area: 13,900 sqm

Single-storey data centre

Leasehold

Expiring

31 December 2997

Data centre with rentable area

of 2,646 sqm

maincubes Data Centre

Offenbach am Main,

Germany

Land area: 5,596 sqm

4-storey data centre

Freehold

Data centre with rentable area

of 9,016 sqm

Guangdong

Data Centre 1

Guangdong,

China

Land area: 78,021 sqm

7-storey data centre

Leasehold

Expiring

17 January 2067

Data centre with rentable area

of 20,596 sqm

Guangdong

Data Centre 2

Guangdong,

China

Land area: 78,021 sqm

7-storey data centre

Leasehold

Expiring

17 January 2067

Data centre with rentable area

of 20,310 sqm

Keppel Pacific Oak US REIT

7%

The Plaza Buildings

8th Street, Bellevue,

Washington,

USA

Land area: 16,295 sqm

16- and 10-storey

multi-tenanted office

buildings

Freehold

Commercial office building with

rentable area of 45,231 sqm

Bellevue Technology

Center

24th Street, Bellevue,

Washington,

USA

Land area: 188,588 sqm

Office campus featuring

9 multi-tenanted office

buildings

Freehold

Commercial office buildings

with rentable area of 31,060 sqm

The Westpark Portfolio

8200-8644 154th

Avenue Ne Redmond,

Washington,

USA

Land area: 167,082 sqm

Business campus

comprising 19 office

buildings and 2 flex

buildings which are

multi-tenanted

Freehold

Commercial office and flex

buildings with rentable area

of 73,194 sqm

239

ANNUAL REPORT 2025

Held By

Effective

Group

Interest

Location

Description and

Approximate

Land Area

Tenure

Usage

Westmoor Center

Westmoor Drive,

Colorado,

USA

Land area: 176,954 sqm

Business campus

featuring 6 multi-tenanted

office buildings

Freehold

Commercial office building with

rentable area of 56,939 sqm

1800 West Loop South

Houston,

USA

Land area: 7,627 sqm

A 21-storey high rise

office multi-tenanted

property

Freehold

Commercial office building with

rentable area of 37,987 sqm

Maitland Promenade

I & II

485 & 495

N Keller Road,

Florida,

USA

Land area: 77,460 sqm

Office campus featuring

2 multi-tenanted office

buildings

Freehold

Commercial office buildings

with rentable area of 43,373 sqm

One Twenty Five

125 East John Carpenter

Freeway,

Texas,

USA

Land area: 25,593sqm

Office complex comprising

2 office buildings and a

7-storey parking garage

which are multi-tenanted

Freehold

Commercial office building with

rentable area of 43,707 sqm

Parksville Development

Pte Ltd

100%

19 Nassim

Nassim Hill,

Singapore

Land area: 5,785 sqm

99 years

leasehold

A 101-unit condominium

development

Katong Retail Trust

100%

I12 Katong

East Coast Road,

Singapore

Land area: 7,261 sqm

99 years

leasehold

A 6-storey shopping mall with

rentable area of 19,690 sqm

Beijing Changsheng Property

Management Co Ltd

100%

Linglong Tiandi

Beijing,

China

Land area: 3,546 sqm

50 years lease

(office)

40 years lease

(retail)

A 11-storey office tower

with ancillary retail space in

Haidian District

China The9 Interactive

(Shanghai) Ltd, The9

Computer Technology

Consulting (Shanghai) Ltd

and Shanghai Kai E

Information Technology

Co Ltd

100%

The Kube

Shanghai,

China

Land area: 3,686 sqm

50 years lease

A 4-storey office building at

the core area of Zhangjiang

Hi-Tech Park

Win Up Investment Ltd

30%

Westmin Plaza

Guangzhou,

China

Land area: 9,278 sqm

50 years lease

(office)

40 years lease

(retail)

A 17-storey office tower

with ancillary retail space in

Liwan District

Spring City Golf & Lake Resort

Co Ltd.

72%

Spring City Golf

& Lake Resort

Kunming,

China

Land area: 2,507,653 sqm

Two 18-hole golf courses,

73 guest rooms and

527 resort homes

70 years lease

(residential)

50 years lease

(golf course)

Integrated resort comprising

golf courses, resort homes and

resort facilities

North Bund Pte Ltd

30%

International Bund

Gateway Shanghai,

China

Land area: 13,373 sqm

50 years lease

(office)

40 years lease

(retail)

A mixed-use development in

Hongkou District

Vision (III) Pte Ltd

30%

Trinity Tower

Shanghai,

China

Land area: 16,427 sqm

50 years lease

(office)

40 years lease

(retail)

A mixed-use development in

Hongkou District

PT Kepland Investama

100%

International Financial

Centre (Tower 2)

Jakarta,

Indonesia

Land area: 10,428 sqm

20 years lease

with option for

another 20 years

A Grade A office development

in Jakarta CBD with rentable

area of 50,200 sqm

Tanah Sutera Development

Sdn Bhd

18%

Taman Sutera and

Taman Sutera Utama

Johor Bahru,

Malaysia

Land area: 2,088,745 sqm

Freehold

A township comprising

residential units, commercial

space and recreational

facilities in Skudai

City Square Office Co Ltd

40%

Junction City Tower

(Phase 1)

Yangon,

Myanmar

Land area: 26,406 sqm

50 years Build-

Operate-Transfer

with option for

another two

10-years

A mixed-use development

in CBD

240

KEPPEL LTD.

Major Properties

OTHER INFORMATION

Held By

Effective

Group

Interest

Location

Description and

Approximate

Land Area

Tenure

Usage

Keppel Land Watco I Co Ltd

45%

Saigon Centre

(Phase 1)

Ho Chi Minh City,

Vietnam

Land area: 2,730 sqm

25-storey office, retail

cum serviced apartments

development

50 years

leasehold

Commercial building with

rentable area of 12,049 sqm

office and 10,099 sqm of

serviced apartments

Keppel Land Watco II Co Ltd

and Keppel Land Watco III

Co Ltd

45%

Saigon Centre

(Phase 2)

Ho Chi Minh City,

Vietnam

Land area: 8,355 sqm

50 years

leasehold

Commercial building with

rentable area of 38,000 sqm

retail, 34,000 sqm office and

195 units of serviced apartments

Alpha DC Fund

65%

Huizhou Data Centre

Guangdong,

China

Land area: 41,487 sqm

4-storey internet data

centre block

50 years

leasehold

Data centre with rentable area

of 12,648 sqm

Keppel Heights (Wuxi)

Property Development

Co Ltd

100%

Park Avenue Heights

Wuxi,

China

Land area: 66,010 sqm

70 years lease

(residential)

40 years lease

(commercial)

A mixed-use development

with 1,281 residential units

with commercial facilities in

Liangxi District

Nanjing Zhijun Property

Development Co Ltd

25%

Noblesse IX

Nanjing,

China

Land area: 38,285 sqm

70 years lease

(residential)

40 years lease

(commercial)

A mixed-use development

with about 181 residential units

and 417 commercial units in

Xuanwu District

Keppel Hong Yuan

(Tianjin Eco-City) Property

Development Co Ltd, Keppel

Hong Tai (Tianjin Eco-City)

Property Development Co Ltd

and Keppel Hong Teng

(Tianjin Eco-City) Property

Development Co Ltd

100%

Seasons City in

Sino-Singapore

Tianjin Eco-City

Tianjin,

China

Land area: 31,041 sqm

40 years

leasehold

A commercial sub-centre

comprising of retail mall and

an office tower

Keppel Seasons Residences

Property Development (Wuxi)

Co Ltd

100%

Seasons Residences

Wuxi,

China

Land area: 180,258 sqm

70 years lease

(residential)

40 years lease

(commercial)

A 2,904-unit residential

development with integrated

facilities in Xinwu District

Keppel Lakefront (Wuxi)

Property Development

Co Ltd

100%

Waterfront Residences

Wuxi,

China

Land area: 215,230 sqm

70 years lease

(residential)

40 years lease

(commercial)

A 1,401-unit residential

development with commercial

and SOHO facilities in

Binhu District

Keppel Hong Yuan

(Tianjin Eco-City) Property

Development Co Ltd.

100%

Waterfront Residences II

in Sino-Singapore

Tianjin Eco-City

Tianjin,

China

Land area: 109,687 sqm

70 years lease

A 572-unit residential

development within

Sino-Tianjin Eco-City

Shanghai Floraville Land

Co Ltd

99%

Park Avenue Central

Shanghai,

China

Land area: 27,958 sqm

40 years lease

(retail)

50 years lease

(office)

An office and retail

development

Gaenari IV Pte Ltd

56%

Inno88 Tower

(formerly known as

Samhwan Building)

Seoul,

South Korea

Land area: 5,082 sqm

Freehold

A 15-storey office building with

rentable area of 22,372 sqm

Keppel DC Fund II

40%

Huailai Data Centre

Hebei,

China

Land area: 33,248 sqm

50 years

leasehold

Data centre with rentable area

of 63,305 sqm

Greater Shanghai

Data Centre

Shanghai,

China

Land area: 22,226 sqm

5-storey internet

data centre block

50 years

leasehold

Data centre with rentable area

of 29,801 sqm

K-Commercial Pte Ltd

100%

Keppel South Central

(formerly known as

Keppel Towers)

Hoe Chiang Road,

Singapore

Land area: 7,947 sqm

Freehold

Commercial office building with

rentable area of 48,500 sqm

Silverio Developers

Private Limited

100%

TenSteps,

Pune,

India

Land area: 12,547 sqm

Freehold

A Grade A office building with

rentable area of 101,439 sqm

241

ANNUAL REPORT 2025

Held By

Effective

Group

Interest

Location

Description and

Approximate

Land Area

Tenure

Usage

PROPERTIES UNDER DEVELOPMENT

Keppel Bay Pte Ltd

100%

Keppel Bay Plot 6

Singapore

Land area: 43,701 sqm

99 years

leasehold

A proposed 84-unit waterfront

condominium development

Keppel Hong Tai (Tianjin

Eco-City) Property Development

Co Ltd and Keppel Hong Teng

(Tianjin Eco-City) Property

Development Co Ltd

100%

Seasons City in

Sino-Singapore

Tianjin Eco-City

Tianjin,

China

Land area: 5,291 sqm

40 years

leasehold

A commercial sub-centre

office tower

Keppel Hong Teng

(Tianjin Eco-City) Property

Development Co Ltd

100%

Seasons City in

Sino-Singapore

Tianjin Eco-City

Tianjin,

China

Land area: 4,120 sqm

40 years

leasehold

A commercial sub-centre

office tower

Tianjin Fushi Property

Development Co Ltd

49%

North Island

mixed-use development

Tianjin,

China

Land area: 286,539 sqm

70 years lease

(residential)

40 years lease

(commercial)

A mixed-use development

in North Island within

Sino-Singapore Tianjin Eco-City

*(2026-2029)

Tianjin Fulong Property

Development Co Ltd

70%

North Island

mixed-use development

Tianjin,

China

Land area: 716,167 sqm

70 years lease

(residential)

40 years lease

(commercial)

A mixed-use development

in North Island within

Sino-Singapore Tianjin Eco-City

*(2029-2043)

PT Kepland Investama

100%

International Financial

Centre (Tower 1)

Jakarta,

Indonesia

Land area: 10,428 sqm

20 years lease

with option for

another 20 years

A prime office development

with rentable area of 70,000 sqm

PT Harapan Global Niaga

100%

West Vista at Puri

Jakarta,

Indonesia

Land area: 27,567 sqm

30 years lease

with option for

another 20 years

A 2,855-unit residential

development with ancillary

shop houses

Tanah Sutera Development

Sdn Bhd

18%

Taman Sutera and

Taman Sutera Utama

Johor Bahru,

Malaysia

Land area: 2,780,420 sqm

Freehold

A township comprising residential

units, commercial space and

recreational facilities in Skudai

*(2026-2027)

City Square Tower Co Ltd

40%

Junction City Tower

(Phase 2)

Yangon,

Myanmar

Land area: 26,406 sqm

50 years Build-

Operate-Transfer

with option for

another two 10-years

A 23-storey Grade A office

building within a mixed use

development in CBD

Saigon Sports City Ltd

30%

Saigon Sports City

Ho Chi Minh City,

Vietnam

Land area: 638,737 sqm

50 years

leasehold

A township with about

4,900 apartments,

commercial complexes and

public sports facilities

*(2030-2038)

Empire City LLC

40%

Empire City

Ho Chi Minh City,

Vietnam

Land area: 146,000 sqm

50 years

leasehold

A residential development

with about 2,350 units and

commercial space

Doan Nguyen House Trading

Investment Company Limited

and New Binh Trung Real

Estate Company Limited

45%

Thu Duc City

Ho Chi Minh City,

Vietnam

Land area: 118,432 sqm

50 years

leasehold

A residential development with

close to 230 landed houses and

more than 610 apartments

*(2027)

Kapstone Construction

Private Limited

49%

Urbania Township

Mumbai,

India

Land area: 60,349 sqm

Freehold

A 5,498 residential units

integrated township development

located in Thane

*(2026-2031)

Bangalore Tower Pvt Ltd

100%

Bangalore Tower

(formerly known

as KPDL Grade-A

Office Tower)

Bangalore,

India

Land area: 27,680 sqm

Freehold

A Grade A office development

located in the prime commercial

hub of Yeshwanthpur

Keppel Data Centre Almere

B.V.

100%

Almere Data Centre 2,

Almere,

Netherlands

Land area: 9,300 sqm

Freehold

Data centre with rentable area

Keppel Land Watco IV Co Ltd

and Keppel Land Watco V

Co Ltd

45%

Saigon Centre (Phase 3)

Ho Chi Minh City,

Vietnam

Land area: 8,623 sqm

50 years

leasehold

Commercial building with

rentable area of 69,075 sqm

Keppel DC Fund II

40%

Taoyuan Data Centre,

Taoyuan City, Taiwan

Land area: 22,034 sqm

Freehold

Data centre with rentable area

of 20,516 sqm

* Expected year of completion

242

KEPPEL LTD.

Major Properties

OTHER INFORMATION

2021#

2022#

2023#

2024#*

2025*

Selected Profit or Loss Account Data

($ million)

Revenue

6,611^

6,620^

6,967^

5,784^

5,983^

Operating profit

1,129^

565^

1,076^

1,145^

1,122^

Profit before tax

1,611^

1,095^

1,213^

1,044^

1,316^

Net profit from Continuing Operations

1,248

839

885

787

1,016

Net profit from Discontinued Operations

(225)

88

3,182

153

(227)

Net profit attributable to shareholders of the Company

1,023

927

4,067

940

789

Selected Balance Sheet Data

($ million)

Fixed assets, investment properties & right-of-use assets

6,830

5,501

5,781

9,784

8,723

Associated companies, joint ventures and investments

7,525

8,324

8,474

9,010

9,455

Notes receivables, stocks, debtors, cash,

long term assets & other assets

15,851

6,146

10,687

7,362

6,440

Disposal group and assets classified as held for sale

528

9,530

362

–

2,062

Intangibles

1,589

1,564

1,534

1,502

408

Total assets

32,323

31,065

26,838

27,658

27,088

Less:

Creditors and other current liabilities

7,049

3,522

3,372

3,344

3,041

Liabilities directly associated with disposal group

and assets classified as held for sale

38

4,224

307

–

819

Term loans & lease liabilities

12,017

10,380

11,139

12,072

11,436

Other non-current liabilities

778

1,026

1,003

816

606

Net assets

12,441

11,913

11,017

11,426

11,186

Share capital & reserves

11,655

11,178

10,307

10,754

10,463

Perpetual securities

401

401

402

402

402

Non-controlling interests

385

334

308

270

321

Total equity

12,441

11,913

11,017

11,426

11,186

Per Share

Earnings (cents) (Note 1)

56

52

228

52

44

Total distribution (cents)

33

33

270~

34

47~

Net assets ($)

6.41

6.38

5.85

5.95

5.81

Net tangible assets ($)

5.53

5.49

4.98

5.12

5.58

Financial Ratios

Return on shareholders’ funds (%) (Note 2) – continuing operations

11.1

7.3

8.2

7.5

9.6

Return on shareholders’ funds (%) (Note 2)

9.1

8.1

37.9

8.9

7.4

Dividend cover (times)

1.7

1.6

0.9

1.5

0.9

# On 27 February 2023 and 28 February 2023, the Asset Co Transaction and the Proposed Combination (Note 38 of FY 2024 audited financial statements) were completed

respectively. Consequent to the completion, in accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations, the performance of Keppel

O&M, as a separate reportable operating segment, excluding certain out-of-scope assets, for the period from 1 January to 28 February 2023 and the gain arising from

the Proposed Combination, and the comparative financial year ended 31 December 2022 and 31 December 2021, were reported as discontinued operations.

* Following the share purchase agreement announced on 11 August 2025 (Note 38) and in accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued

Operations, the performance of M1 and its subsidiaries, excluding the technology solutions & services business and other carved out assets (“M1 Telco”), are presented

as discontinued operations for the financial year ended 31 December 2025 and comparative period 31 December 2024. There is no re-presentation of comparatives for

financial years prior to FY 2024. In addition, FY 2025’s net profit from discontinued operations includes write-down of the Seatrium indemnity claim receivable and

FY 2024’s net profit from discontinued operations includes the write-back of certain cost provisions made in 2023 pursuant to the Proposed Combination, as well as the

recognition of claim against Seatrium Limited in respect of certain liabilities pursuant to an agreement in connection with the Proposed Combination respectively.

^ Numbers are for continuing operations.

~ FY 2023 includes the dividend in-specie of Seatrium shares and Keppel REIT units which are equivalent to approximately 236 cents. FY 2025 includes the dividend

in-specie of one Keppel REIT unit for every nine Keppel shares held is equivalent to approximately $0.11 per Keppel share based on Keppel’s issued share capital of

1,801,659,827 shares (excluding treasury shares) as at 31 December 2025 and Keppel REIT’s closing market price of $0.98 per unit on 3 February 2026.

Notes:

1. Earnings per share are calculated based on the Group net profit for the year and the weighted average number of shares in issue during the year.

2. In calculating return on shareholders' funds, average shareholders' funds has been used.

243

ANNUAL REPORT 2025

Group Five-Year Performance

OTHER INFORMATION

2021#

2022#

2023#

2024#

2025#

($ million)

Value added from:

Revenue earned

8,625

9,419

7,597

6,601

6,752

Less: purchases of materials and services

(6,603)

(7,527)

(5,491)

(4,737)

(4,683)

Gross value added from operation

2,022

1,892

2,106

1,864

2,069

Interest and investment income

221

225

153

143

158

Share of results of associated companies and joint ventures

467

540

323

162

460

Other operating income/(expenses)^

398

221

3,189

378

(227)

Total value added

3,108

2,878

5,771

2,547

2,460

Distribution of Group’s value added:

To employees in wages, salaries and benefits

1,116

1,133

800

712

731

To government in taxation

325

278

277

244

311

To providers of capital on:

Interest on borrowings

251

293

367

409

431

Distributions to our Perpetual Securities holders

–

12

12

12

12

Dividends to our partners in subsidiaries

11

33

16

26

19

Dividends to our shareholders

346

643

4,721

608

617

608

981

5,116

1,055

1,079

Total Distribution

2,049

2,392

6,193

2,011

2,121

Balance retained in the business:

Depreciation & amortisation

406

242

221

208

244

Perpetual Securities holders

3

–

–

–

–

Non-controlling interests share of profits in subsidiaries

(27)

(38)

11

(4)

(77)

Retained profit for the year

677

282

(654)

332

172

1,059

486

(422)

536

339

3,108

2,878

5,771

2,547

2,460

Average headcount (number)

16,393

17,238*

12,245*

5,249

4,964

Productivity data:

Value added per employee ($’000)

190

167*

471*

485

496

Value added per dollar employment cost ($)

2.78

2.54

7.21

3.58

3.37

Value added per dollar sales ($)

0.36

0.31

0.76

0.39

0.36

# Value-added includes the results of the Discontinued Operations. On 27 February 2023 and 28 February 2023, the Asset Co Transaction and the Proposed Combination

(Note 38 of FY 2024 audited financial statements) were completed respectively. Consequent to the completion, in accordance with SFRS(I) 5 Non-current Assets Held for

Sale and Discontinued Operations, the performance of Keppel O&M, as a separate reportable operating segment, excluding certain out-of-scope assets, for the period from

1 January to 28 February 2023 and the gain arising from the Proposed Combination, and the comparative financial year ended 31 December 2022 and 31 December 2021,

were reported as discontinued operations. Following the share purchase agreement announced on 11 August 2025 (Note 38), the performance of M1 and its subsidiaries,

excluding the technology solutions & services business and other carved out assets (“M1 Telco”), are presented as discontinued operations for the financial year ended

31 December 2025 and comparative period 31 December 2024. There is no re-presentation of comparatives for financial years prior to FY 2024. In addition, FY 2025’s

net profit from discontinued operations includes write-down of the Seatrium indemnity claim receivable and FY 2024’s net profit from discontinued operations

includes the write-back of certain cost provisions made in 2023 pursuant to the Proposed Combination, as well as the recognition of claim against Seatrium Limited in

respect of certain liabilities pursuant to an agreement in connection with the Proposed Combination respectively.

^ FY 2023 and FY 2025 include about $3.3 billion of gains from divestment of the offshore and marine (O&M) business and $321 million loss on remeasurement of M1 Telco as

disposal group.

* Excluding discontinued operations, FY 2023’s average headcount and value added per employee were 5,455 and $452,000 respectively & FY 2022’s average headcount

and value added per employee were 5,678 and $373,000 respectively.

6,000

4,500

3,000

1,500

0

-1,500

($ million)

2021#

3,108

2,878

5,771

2,547

2,460

Depreciation & Retained Profit

Interest Expenses & Dividends

Taxation

Wages, Salaries & Benefits

2022#

2023#

2024#

2025#

1,059

608

325

1,116

486

981

278

1,133

(422)

5,116

277

800

536

1,055

244

712

339

1,079

311

731

244

KEPPEL LTD.

Value-Added Statements

OTHER INFORMATION

2021

2022

2023

2024

2025

Share Price ($)*

Last transacted (Note 3)

5.12

7.26

7.07

6.84

10.35

High

5.76

7.72

7.27

7.45

10.38

Low

4.81

5.06

4.45

5.76

5.61

Volume weighted average (Note 2)

5.30

6.64

6.02

6.69

7.90

Per Share

Earnings (cents) (Note 1)

56.2

52.1

227.6

52.3

43.5

Earnings – Continuing operations (cents) (Note 1)

–

47.2

49.5

43.8

56.0

Total distribution (cents)

33

33

270

34

47

Distribution yield (%) (Note 2)

6.2

5.0

44.8

5.1

5.9

Price earnings ratio (Note 2)

9.4

14.1^

12.2^

15.3^

14.1^

Net tangible assets (NTA) backing ($)

5.53

5.49

4.98

5.12

5.58

At Year End

Share price ($)

5.12

7.26

7.07

6.84

10.35

Distribution yield (%) (Note 3)

6.4

4.5

38.1

5.0

4.5

Price earnings ratio (Note 3)

9.1

15.4^

14.3^

15.6^

18.5^

Price to NTA ratio (Note 3)

0.9

1.3

1.4

1.3

1.9

Notes:

1. Earnings per share are calculated based on the Group net profit for the year and the weighted average number of shares in issue during the year.

2. Volume weighted average share price is used in calculating distribution yield and price earnings ratio.

3. Last transacted share price is used in calculating distribution yield, price earnings ratio and price to NTA ratio.

* Historical share prices are not adjusted for special dividends, capital distribution and dividend in-specie.

^ For FY 2025, FY 2024, FY 2023 and FY 2022, Price earnings ratio is computed using Price over Earnings per Share from Continuing Operations.

200

180

160

140

120

100

80

60

40

20

0

Volume

(million)

20

18

16

14

12

10

8

6

4

2

0

Share Prices

($)

Volume

High and Low Prices

2021

2022

2023

2024

2025

245

ANNUAL REPORT 2025

Share Performance

OTHER INFORMATION

Issued and Fully paid-up capital (including Treasury Shares) : $1,305,667,320.62

Issued and Fully paid-up capital (excluding Treasury Shares) : $1,124,162,270.60

Number of Issued Shares (including Treasury Shares)

: 1,820,557,767

Number of Issued Shares (excluding Treasury Shares)

: 1,799,449,427

Number/Percentage of Treasury Shares

: 21,108,340 (1.17%)

Number/Percentage of Subsidiary Holdings1

: 0 (0%)

Class of Shares

: Ordinary Shares

Voting Rights (excluding Treasury Shares)

: One Vote Per Share

The Company cannot exercise any voting rights in respect of treasury shares. Subject to the Companies Act 1967, subsidiaries

cannot exercise any voting rights in respect of shares held by them as subsidiary holdings.

Size of Shareholdings

No. of Shareholders

%

No. of Shares

%

1 – 99

484

0.79

20,553

0.00

100 – 1,000

14,941

24.43

11,414,687

0.64

1,001 – 10,000

36,995

60.50

147,439,502

8.19

10,001 – 1,000,000

8,702

14.23

286,983,682

15.95

1,000,001 & Above

31

0.05

1,353,591,003

75.22

TOTAL

61,153

100.00

1,799,449,427

100.00

TWENTY LARGEST SHAREHOLDERS (as shown in the Register of Members and Depository Register)

No. of Shares

%

Temasek Holdings (Private) Ltd

371,408,292

20.64

Citibank Nominees Singapore Pte Ltd

321,367,357

17.86

HSBC (Singapore) Nominees Pte Ltd

143,769,433

7.99

DBS Nominees (Private) Limited

134,937,803

7.50

DBSN Services Pte. Ltd.

119,792,245

6.66

Raffles Nominees (Pte.) Limited

86,938,296

4.83

United Overseas Bank Nominees (Private) Limited

45,855,134

2.55

BPSS Nominees Singapore (Pte.) Ltd.

38,699,263

2.15

OCBC Securities Private Limited

15,705,471

0.87

OCBC Nominees Singapore Private Limited

13,455,201

0.75

Phillip Securities Pte Ltd

10,429,925

0.58

Shanwood Development Pte Ltd

7,040,000

0.39

IFAST Financial Pte. Ltd.

5,342,853

0.30

UOB Kay Hian Private Limited

4,681,997

0.26

Chen Chun Nan Mrs Chen King Her nee Chow

4,300,000

0.24

Moomoo Financial Singapore Pte. Ltd.

3,956,980

0.22

DB Nominees (Singapore) Pte Ltd

2,737,923

0.15

Maybank Securities Pte. Ltd.

2,670,127

0.15

BNP Paribas Nominees Singapore Pte. Ltd.

2,514,115

0.14

CGS International Securities Singapore Pte. Ltd.

2,178,951

0.12

1,337,781,366

74.35

SUBSTANTIAL SHAREHOLDERS (as shown in the Register of Substantial Shareholders)

Direct Interest

Deemed Interest

Total Interest

No. of Shares

%

No. of Shares

%

No. of Shares

%

Temasek Holdings (Private) Limited2

371,408,292

20.64

14,877,868

0.82

386,286,160

21.46

BlackRock, Inc3

–

–

97,572,755

5.42

97,572,755

5.42

Notes

1 “Subsidiary holdings” is defined in the Listing Manual to mean shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act 1967.

2 Temasek Holdings (Private) Limited is deemed to have an interest in the shares in which its subsidiaries and associated companies have or are deemed to have an

interest, by virtue of section 4 of the Securities and Futures Act 2001 (“SFA”).

3 BlackRock, Inc is deemed to have an interest in the shares in which its subsidiaries and associated companies have or are deemed to have an interest, by virtue of

section 4 of the SFA.

PUBLIC SHAREHOLDERS

Based on the information available to the Company as at 2 March 2026, approximately 72% of the issued shares of the Company

is held by the public and therefore, pursuant to Rules 723 and 1207 of the Listing Manual of the Singapore Exchange Securities

Trading Limited, it is confirmed that at least 10% of the ordinary shares of the Company is at all times held by the public.

246

KEPPEL LTD.

Shareholding Statistics

As at 2 March 2026

OTHER INFORMATION

NOTICE IS HEREBY GIVEN that the 58th Annual General Meeting (“AGM”) of Keppel Ltd. (the “Company”) will be convened and held on

Friday, 17 April 2026 at 10.30 a.m. at Marina Bay Sands Expo and Convention Centre, Level 3, Begonia Main Ballroom, 10 Bayfront

Avenue, Singapore 018956 to transact the following business:

ORDINARY BUSINESS

1.

To receive and adopt the Directors’ Statement and Audited Financial Statements for the year ended

31 December 2025.

Ordinary

Resolution 1

2.

To declare a one-tier tax exempt final dividend of 19 cents per ordinary share for the year ended 31 December 2025

(2024: final dividend of 19 cents per ordinary share, one-tier tax exempt).

Ordinary

Resolution 2

3.

To re-elect Mr Piyush Gupta who, being appointed by the board of directors of the Company after the last

annual general meeting of the Company, will retire in accordance with Regulation 82(a) of the constitution

of the Company (“Constitution”) and being eligible, offers himself for re-election.

Ordinary

Resolution 3

4.

To re-elect Mr Jimmy Ng, who will be retiring by rotation pursuant to Regulation 83 of the Constitution and

being eligible, offers himself for re-election pursuant to Regulation 84 of the Constitution.

Ordinary

Resolution 4

5.

To re-elect Mr Olivier Blum, who will be retiring by rotation pursuant to Regulation 83 of the Constitution

and being eligible, offers himself for re-election pursuant to Regulation 84 of the Constitution.

Ordinary

Resolution 5

6.

To approve the sum of up to S$2,750,000 as directors’ fees for the year ending 31 December 2026

(2025: S$2,750,000).

Ordinary

Resolution 6

7.

To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company, and authorise the Directors to

fix their remuneration.

Ordinary

Resolution 7

SPECIAL BUSINESS

To consider and, if thought fit, approve with or without any modifications, the following ordinary resolutions:

8.

That pursuant to Section 161 of the Companies Act 1967 (the “Companies Act”), authority be and is hereby

given to the Directors to:

Ordinary

Resolution 8

(1)

(a)

issue shares in the capital of the Company (“Shares”), whether by way of rights, bonus or otherwise,

and including any capitalisation of any sum for the time being standing to the credit of any of

the Company’s reserve accounts or any sum standing to the credit of the profit and loss account

or otherwise available for distribution; and/or

(b)

make or grant offers, agreements or options that might or would require Shares to be issued

(including but not limited to the creation and issue of (as well as adjustments to) warrants,

debentures or other instruments convertible into Shares) (collectively “Instruments”),

at any time and upon such terms and conditions and for such purposes and to such persons as the

Directors may in their absolute discretion deem fit; and

(2)

(notwithstanding that the authority so conferred by this Resolution may have ceased to be in force)

issue Shares in pursuance of any Instrument made or granted by the Directors while the authority was

in force;

Keppel Ltd.

UEN 196800351N

(Incorporated in the Republic of Singapore)

247

ANNUAL REPORT 2025

Notice of Annual General Meeting and Closure of Books

OTHER INFORMATION

provided that:

(i)

the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued

in pursuance of Instruments made or granted pursuant to this Resolution and any adjustment

effected under any relevant Instrument) shall not exceed fifty (50) per cent. of the total number of

issued Shares (excluding treasury Shares and subsidiary holdings) (as calculated in accordance with

sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a pro

rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments

made or granted pursuant to this Resolution and any adjustment effected under any relevant Instrument)

shall not exceed five (5) per cent. of the total number of issued Shares (excluding treasury Shares and

subsidiary holdings) (as calculated in accordance with sub-paragraph (ii) below);

(ii)

(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities

Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of Shares that may

be issued under sub-paragraph (i) above, the percentage of issued Shares shall be calculated based

on the total number of issued Shares (excluding treasury Shares and subsidiary holdings) at the time

this Resolution is passed, after adjusting for:

(a)

new Shares arising from the conversion or exercise of convertible securities or share options or

vesting of share awards which are outstanding or subsisting as at the time this Resolution is

passed; and

(b)

any subsequent bonus issue, consolidation or sub-division of Shares;

and in sub-paragraph (i) above and this sub-paragraph (ii), “subsidiary holdings” has the meaning

given to it in the listing manual of the SGX-ST (“Listing Manual”);

(iii)

in exercising the authority conferred by this Resolution, the Company shall comply with the provisions

of the Companies Act, the Listing Manual (unless such compliance has been waived by the SGX-ST)

and the Constitution for the time being in force; and

(iv)

(unless revoked or varied by the Company in a general meeting) the authority conferred by this

Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by

which the next AGM is required by law to be held, whichever is the earlier.

9.

That:

Ordinary

Resolution 9

(1)

for the purposes of the Companies Act, the exercise by the Directors of all the powers of the Company

to purchase or otherwise acquire Shares not exceeding in aggregate the Maximum Limit (as hereafter

defined), at such price(s) as may be determined by the Directors from time to time up to the

Maximum Price (as hereafter defined), whether by way of:

(a)

market purchase(s) (each a “Market Purchase”) on the SGX-ST; and/or

(b)

off-market purchase(s) (each an “Off-Market Purchase”) in accordance with any equal access

scheme(s) as may be determined or formulated by the Directors as they consider fit, which

scheme(s) shall satisfy all the conditions prescribed by the Companies Act;

and otherwise in accordance with all other laws and regulations, including but not limited to,

the provisions of the Companies Act and listing rules of the SGX-ST as may for the time being

be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share

Purchase Mandate”);

(2)

(unless varied or revoked by the members of the Company in a general meeting) the authority conferred

on the Directors pursuant to the Share Purchase Mandate may be exercised by the Directors at any

time and from time to time during the period (“Relevant Period”) commencing from the date of the

passing of this Resolution and expiring on the earliest of:

(a)

the date on which the next AGM of the Company is held;

248

KEPPEL LTD.

Notice of Annual General Meeting and Closure of Books

OTHER INFORMATION

(b)

the date on which the next AGM of the Company is required by law to be held; or

(c)

the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share

Purchase Mandate are carried out to the full extent mandated;

(3)

in this Resolution:

“Average Closing Price” means the average of the closing market prices of a Share over the last five

(5) Market Days (a “Market Day” being a day on which the SGX-ST is open for trading in securities), on

which transactions in the Shares were recorded, in the case of Market Purchases, before the day on

which the purchases or acquisitions of Shares are made and deemed to be adjusted for any corporate

action that occurs during the relevant five-day period and the day on which the purchases or acquisitions

are made, or in the case of Off-Market Purchases, the date on which the Company makes an offer for

the purchase or acquisition of Shares from holders of Shares, stating therein the relevant terms of the

equal access scheme for effecting the Off-Market Purchase;

“Maximum Limit” means that number of issued Shares representing five (5) per cent. of the total

number of issued Shares as at the date of the passing of this Resolution, unless the Company has at

any time during the Relevant Period reduced its share capital by a special resolution under Section 78C

of the Companies Act, or the court has, at any time during the Relevant Period, made an order under

Section 78I of the Companies Act confirming the reduction of share capital of the Company, in which

event the total number of issued Shares shall be taken to be the total number of issued Shares as

altered by the special resolution of the Company or the order of the court, as the case may be.

Any Shares which are held as treasury Shares and any subsidiary holdings will be disregarded for

purposes of computing the five (5) per cent. limit;

“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price

(excluding brokerage, stamp duties, commission, applicable goods and services tax and other related

expenses) which shall not exceed, whether pursuant to a Market Purchase or an Off-Market Purchase,

105 per cent. of the Average Closing Price;

“subsidiary holdings” has the meaning given to it in the Listing Manual; and

(4)

the Directors and/or any of them be and are hereby authorised to complete and do all such acts and

things (including without limitation, executing such documents as may be required) as they, he or she

may consider necessary, expedient, incidental or in the interests of the Company to give effect to the

transactions contemplated and/or authorised by this Resolution.

10.

That:

Ordinary

Resolution 10

(1)

approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual, for the Company,

its subsidiaries and target associated companies (as defined in Appendix 2 to this Notice of AGM

(“Appendix 2”)), or any of them, to enter into any of the transactions falling within the types of Interested

Person Transactions described in Appendix 2, with any person who falls within the classes of Interested

Persons described in Appendix 2, provided that such transactions are made on normal commercial

terms and in accordance with the review procedures for Interested Person Transactions as set out in

Appendix 2 (the “IPT Mandate”);

(2)

the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force

until the date that the next AGM is held or is required by law to be held, whichever is the earlier;

(3)

the Audit Committee of the Company be and is hereby authorised to take such action as it deems

proper in respect of such procedures and/or to modify or implement such procedures as may be

necessary to take into consideration any amendment to Chapter 9 of the Listing Manual which may be

prescribed by the SGX-ST from time to time; and

(4)

the Directors and/or any of them be and are hereby authorised to complete and do all such acts and

things (including, without limitation, executing such documents as may be required) as they, he or she

may consider necessary, expedient, incidental or in the interests of the Company to give effect to the

IPT Mandate and/or this Resolution.

249

ANNUAL REPORT 2025

11.

That:

Ordinary

Resolution 11

(1)

approval be and is hereby given for the Company to make a distribution of (i) S$0.02 per Share in cash

(the “Cash Component”) and (ii) one (1) unit in Keppel REIT (the “KREIT Unit”) for every nine (9) Shares,

fractional entitlements to be disregarded (the “DIS Component”, and collectively with the Cash

Component, the “Proposed Special Dividend”), to shareholders of the Company (the “Shareholders”

and each a “Shareholder”), by way of a special dividend in cash in respect of the Cash Component and

a special dividend in specie in respect of the DIS Component, on the basis of the Shares held by

Shareholders as at a time and date to be determined by the Directors for the purposes of determining

the entitlement of the Shareholders to the Proposed Special Dividend (the "Record Date”, and such

Shareholders who hold Shares as at the Record Date, the “Entitled Shareholders”), on and subject to

the terms set out in Appendix 3 to this Notice of AGM, except that for practical reasons and in order

to avoid violating applicable securities laws outside Singapore, or where the Directors are of the view

that such distribution may infringe any foreign law or may necessitate compliance with conditions or

requirements which the Directors, in their absolute discretion, regard as onerous or impracticable by

reason of costs, delay or otherwise, the Directors reserve the discretion not to distribute the KREIT

Units to any Entitled Shareholder whose registered address as at the Record Date (as appearing in the

Register of Members of the Company or in the Depository Register maintained by The Central Depository

(Pte) Limited) is outside Singapore (the “Overseas Shareholder”) and to deal with such KREIT Units in

the manner set out in paragraph (2) below;

(2)

where the Directors decide not to distribute the KREIT Units to any Overseas Shareholder, arrangements

be made for the KREIT Units which would otherwise be distributed to such Overseas Shareholders

pursuant to the Proposed Special Dividend to be sold by such person(s) as may be appointed by the

Directors and thereafter the net proceeds of such sale, after deducting for all dealings and other

expenses in connection therewith, shall be distributed proportionately among such Overseas

Shareholders according to their respective entitlements to the KREIT Units as at the Record Date in

full satisfaction of their rights to the KREIT Units which they would otherwise have become entitled to

under the Proposed Special Dividend;

(3)

the Directors and/or any of them be and are hereby authorised to determine the amount to be

appropriated out of the retained earnings and/or distributable reserves of the Company to meet the

Cash Component and the value of the KREIT Units to be distributed to the Shareholders; and

(4)

the Directors and/or any one of them be and are hereby authorised to do all acts and things and to

execute all such documents (including, but not limited to, any transfer form(s) for and on behalf of

any Shareholder for the purposes of effecting the Proposed Special Dividend) as they, he or she may

consider necessary or expedient to give effect to the transactions contemplated and/or authorised by

this resolution.

To transact such other business which can be transacted at this AGM.

NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Books and the Register of Members of the Company will

be closed on 28 April 2026 at 5.00 p.m. for the preparation of dividend warrants. Duly completed transfers of

Shares received by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at

1 HarbourFront Avenue, Keppel Bay Tower #14-07, Singapore 098632 up to 5.00 p.m. on 28 April 2026 will be registered

to determine shareholders’ entitlement to the proposed final dividend and special dividend. Shareholders whose

securities accounts with The Central Depository (Pte) Limited are credited with Shares as at 5.00 p.m. on 28 April

2026 will be entitled to the proposed final dividend and special dividend. The proposed final dividend and special

dividend (subject to the arrangements in respect of Overseas Shareholders as described in Resolution 11 above)

if approved at this AGM will be paid on 8 May 2026.

BY ORDER OF THE BOARD

Karen Teo/Samantha Teong

Company Secretaries

Singapore

26 March 2026

250

KEPPEL LTD.

Notice of Annual General Meeting and Closure of Books

OTHER INFORMATION

Notes:

Format of Meeting

1.

The AGM will be held in a wholly physical format at Marina Bay Sands Expo and Convention Centre, Level 3, Begonia Main Ballroom, 10 Bayfront Avenue, Singapore 018956

on Friday, 17 April 2026 at 10.30 a.m. There will be no option for Shareholders to participate virtually.

2.

Printed copies of this Notice of AGM and the accompanying Proxy Form will be sent by post to members. These documents will also be published on the Company’s

website at https://www.keppel.com/investor-relations/agm-egm and the SGXNet.

Appointment of Proxy(ies)

3.

(a) A member who is not a Relevant Intermediary is entitled to appoint one or two proxies to attend, speak and vote instead of him/her/it. Where a member appoints

two proxies, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the Proxy Form. If no percentage is specified, the first

named proxy shall be deemed to represent 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the first named proxy.

(b) A member who is a Relevant Intermediary is entitled to appoint more than two proxies to attend and vote at a meeting of the Company, but each proxy must be

appointed to exercise the rights attached to a different Share or Shares held by such member. Where more than one proxy is appointed, the number and class of

Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form. In relation to a Relevant Intermediary who wishes to appoint more

than two proxies, it should annex to the Proxy Form the list of proxies, setting out, in respect of each proxy, the name, address, email address, NRIC/Passport

Number and proportion of shareholding (number of Shares, class of Shares and percentage) in relation to which the proxy has been appointed.

(c) “Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act.

4.

A proxy need not be a member of the Company. A member may appoint the Chairman of the meeting as his/her/its proxy.

5.

A member who wishes to appoint a proxy(ies) must submit a Proxy Form for the appointment of such proxy(ies) before submitting it in the manner set out below:

(i)

by post to the office of the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 1 HarbourFront Avenue, Keppel Bay Tower #14-07, Singapore 098632; or

(ii) by email to srs.proxy@boardroomlimited.com (enclosing a clear scanned completed and signed Proxy Form in PDF),

in either case to be received by 10.30 a.m. on 14 April 2026, being 72 hours before the time appointed for the holding of the AGM.

6.

A printed copy of the Proxy Form has been sent to shareholders. If required, a copy of the Proxy Form can also be downloaded from the Company's website at

https://www.keppel.com/investor-relations/agm-egm or the SGXNet.

7.

In the case of Shareholders whose shares in the Company are entered against their names in the Depository Register, the Company may reject any Proxy Form submitted

if such Shareholders are not shown to have shares in the Company entered against their names in the Depository Register (as defined in Part 3AA of the Securities and

Futures Act 2001) as at 72 hours before the time appointed for holding the AGM, as certified by the CDP to the Company.

8.

The Proxy Form is not valid for use by investors holding shares of the Company through Relevant Intermediaries and shall be ineffective for all intents and purposes if

used or purported to be used by them.

9.

CPF and SRS investors:

(i)

may attend, speak and vote at the AGM in person if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their

respective CPF Agent Banks or SRS Operators as soon as practicable if they have any queries regarding their appointment as proxies; or

(ii) may appoint the Chairman of the meeting as proxy to vote on their behalf at the AGM, in which case they should approach their respective CPF Agent Banks or SRS

Operators to submit their votes by 5.00 p.m. on 8 April 2026, being seven working days before the date of the AGM. For avoidance of doubt, CPF Members and SRS

Investors will not be able to appoint third party proxy(ies) (i.e. persons other than the Chairman of the meeting) to vote at the AGM on their behalf.

Investors other than CPF/SRS investors who wish to vote at the AGM should approach their respective relevant intermediaries as soon as possible to specify their voting

instructions or make the necessary arrangements to be appointed as proxy.

Submission of Questions

10. Shareholders, including CPF/SRS Investors, may submit substantial and relevant questions relating to the business of the AGM in advance of the AGM:

(i)

by email to investor.relations@keppel.com; or

(ii) by post addressed to the Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 HarbourFront Avenue, Keppel Bay Tower #14-07, Singapore 098632.

When sending in questions, Shareholders should provide their full name, address, telephone number and email address, and the manner in which such Shareholder

holds shares in the Company (e.g. if you hold shares of the Company directly, please provide your CDP account number; otherwise, please state if you hold shares of

the Company through CPF or SRS).

All questions submitted in advance must be received by 10.30 a.m. on 6 April 2026 (“Q&A Submission Deadline”).

11.

The Company will address all substantial and relevant questions relating to the business of the AGM received from Shareholders:

(i)

prior to the Q&A Submission Deadline, through publication on the SGXNet and the Company’s corporate website at https://www.keppel.com/investor-relations/agm-egm

by 10.30 a.m. on 11 April 2026, being at least 48 hours prior to the closing date and time for the lodgement/receipt of instruments appointing a proxy(ies); and

(ii) after the Q&A Submission Deadline or at the AGM, during the AGM.

Where substantially similar questions are received, the Company will consolidate such questions and consequently, not all questions may be individually addressed.

Access to Documents

12.

All documents (including the Annual Report 2025, Proxy Form, this Notice of AGM and appendices to this Notice of AGM) and information relating to the business of this

AGM have been, or will be, published on SGXNet and/or the Company’s website at https://www.keppel.com/investor-relations/agm-egm.

13. Any reference to a time of day is made by reference to Singapore time.

251

ANNUAL REPORT 2025

Explanatory Notes:

ORDINARY BUSINESS

Ordinary Resolution 2: Declaration of final dividend

14. Resolution 2 is to approve the declaration of a final dividend of 19 cents per ordinary share.

Ordinary Resolutions 3, 4 and 5: Re-election of Directors retiring under Regulation 82(a) and 83 of the Constitution

15. Resolutions 3, 4 and 5 relate to the re-election of Mr Piyush Gupta, Mr Jimmy Ng, and Mr Olivier Blum as a Director. Detailed information on these directors can be found

in the “Board of Directors” section of the Annual Report 2025.

Mr Piyush Gupta will, upon his re-election, serve as Chairman of the Company, and will also continue to serve as a non-executive and independent Director and a member of the

Nominating, Remuneration and Board Sustainability and Safety Committees. Mr Gupta was previously CEO of DBS Group from November 2009 until his retirement in March 2025,

during which he drove DBS’s transformation into a global financial powerhouse. Before joining DBS, Mr Gupta had 27 years of international banking experience and was Citi’s CEO

for South East Asia, Australia and New Zealand. Mr Gupta is currently the Chairman of the Board of Trustees of Singapore Management University, Chairman of Mandai Park Holdings,

an advisor and non-executive Chairman (India) to Temasek International Advisors and an alternate member on the Council of Presidential Advisers, among other appointments.

Mr Jimmy Ng will, upon his re-election, continue to serve as a non-executive and independent Director, and as a member of the Audit and Board Risk Committees. Mr Ng currently

serves on the boards of FFMC Holdings and its subsidiary Fullerton Fund Management Company as well as NTUC FairPrice Co-operative Limited. He is also Chairperson of the

Institute of Bank and Finance Singapore’s Technology and Operations Workgroup. He possesses more than 30 years of regional and global experience in both wholesale banking

and consumer banking businesses with DBS Bank, RBS, ABN Amro Bank and J.P. Morgan. At DBS Bank, Mr Ng held various key roles including Senior Advisor for artificial intelligence

efforts, Group Chief Information Officer, Head of Group Technology & Operations, and Group Head of Operations and Regional Technology and Operations. He was also previously

the bank’s Chief Audit Executive and the Head of Consumer Banking Operations, where he spearheaded the transformation of the Audit function and the Consumer Banking

Operations using advanced data analytics and machine learning techniques. He has ceased to hold any advisory or executive role in DBS since July and December 2025 respectively.

Mr Olivier Blum will, upon his re-election, continue to serve as a non-executive and independent Director, and as Chairman of the Board Sustainability and Safety Committee

and member of the Nominating Committee. Mr Blum is the Chief Executive Officer of Schneider Electric, effective since 4 November 2024, having been a member of the Executive

Committee since 2014. His most recent role involved successfully leading the company's Energy Management business across all end markets, including data centres. Prior to

that, he served as Chief Strategy & Sustainability Officer from 2020 to 2022, where he led corporate strategy development, mergers and acquisitions, sustainability, and quality

assurance. From 2014 to 2020, Mr Blum held the position of Chief Human Resources Officer at Schneider Electric, driving the company’s people strategy and earning recognition

as France’s Chief Human Resources Officer of the Year in 2019 by Cadremploi, Morgan Phillips Hudson, Le Figaro Décideurs, and Fyte for his transformative leadership and

cultural impact. Mr Blum began his career at Schneider Electric in 1993 in his home country of France. He is currently based in Dubai. He previously served as a non-executive

Director on the Boards of AVEVA Group PLC and Delta Dore.

Mr Danny Teoh will be retiring by rotation pursuant to Regulation 83 of the Constitution, and although eligible, is not seeking re-election pursuant to Regulation 84 of

the Constitution.

Ordinary Resolution 6: Fees of non-executive Directors for FY 2026

16. Resolution 6 is to approve the payment of Directors’ fees for the non-executive Directors of the Company (“NED”) during FY 2026. The amount of fees has been computed taking

into consideration the number of board committee representations by the NEDs and also caters for additional fees (if any) which may be payable due to the formation of additional

Board Committees or additional Board or Board Committee members being appointed in FY 2026. In the event that the amount proposed is insufficient, approval will be sought at

the next AGM in the financial year ending 31 December 2027 (“2027 AGM”) before any payments are made to NEDs for the shortfall. If approved, each of the NEDs (including the

Chairman) will receive 70% of his/her total Directors’ fees in cash (“Cash Component”) and 30% in the form of Shares (“Remuneration Shares”) (both amounts subject to adjustment

as described below). The Cash Component is intended to be paid half-yearly in arrears. The Remuneration Shares are intended to be paid after the 2027 AGM has been held. The

actual number of Remuneration Shares to be purchased from the market for delivery to the respective NEDs will be determined based on the volume- weighted average price of

a share on the SGX-ST over the 10 trading days from (and including) the day on which the shares are first quoted ex- dividend after the date of the AGM or, if the final dividend

resolution is not passed, over the 10 trading days immediately following the date of the AGM (such applicable period, the “VWAP Period”). The actual number of Remuneration

Shares will be rounded down to the nearest hundred and any residual balance will be paid in cash. The Remuneration Shares will be purchased from the market as soon as

practicable on a date following the VWAP Period. In the event such purchase date falls within a restricted period of trading, the Remuneration Shares will be purchased on the first

trading day immediately after the end of the restricted period of trading. The Remuneration Shares will rank pari passu with the then existing issued Shares. A NED who steps down

before the payment of the Remuneration Shares will receive all of his/her directors’ fees for FY 2026 (calculated on a pro-rated basis, where applicable) in cash.

Details of the Directors’ remuneration for FY 2025 are set out on page 85 of the Annual Report 2025. The NEDs will abstain from voting, and will procure that their

respective associates abstain from voting, in respect of Resolution 6.

SPECIAL BUSINESS

Ordinary Resolution 8: Authority to issue shares and convertible instruments

17.

Resolution 8 is to empower the Directors from the date of this AGM until the date of the next AGM to issue Shares and Instruments in the Company, up to a number not exceeding

50 per cent. of the total number of Shares (excluding treasury Shares and subsidiary holdings) (with a sub-limit of 5 per cent. of the total number of Shares (excluding treasury

Shares and subsidiary holdings) in respect of Shares to be issued other than on a pro rata basis to shareholders). The 5 per cent. sub-limit for non-pro rata issues is lower than

the 20 per cent. sub-limit allowed under the Listing Manual. For the purpose of determining the total number of Shares (excluding treasury Shares and subsidiary holdings)

that may be issued, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury Shares and subsidiary holdings) at the time

that this Resolution is passed, after adjusting for new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards

which were issued and are outstanding or subsisting at the time that Resolution 8 is passed, and any subsequent bonus issue, consolidation or sub-division of Shares.

Ordinary Resolution 9: Renewal of share purchase mandate

18. Resolution 9 relates to the renewal of the Share Purchase Mandate which was originally approved by Shareholders on 18 February 2000 and was last renewed at the

AGM of the Company on 21 April 2025. At this AGM, the Company is seeking a “Maximum Limit” of 5 per cent. of the total number of issued Shares, which is lower than

the 10 per cent. limit allowed under the Listing Manual. Please refer to Appendix 1 to this Notice of AGM for more details.

Ordinary Resolution 10: Renewal of shareholders' mandate for interested person transactions

19. Resolution 10 relates to the renewal of a mandate given by Shareholders on 22 May 2003 allowing the Company, its subsidiaries and target associated companies to

enter into transactions with interested persons as defined in Chapter 9 of the Listing Manual. Please refer to Appendix 2 to this Notice of AGM for more details.

Ordinary Resolution 11: Declaration of special dividend

20. Resolution 11 relates to the distribution of (i) S$0.02 per Share in cash and (ii) one (1) unit in Keppel REIT for every nine (9) Shares, fractional entitlements to be

disregarded, to Entitled Shareholders (as defined in Appendix 3 to this Notice of AGM), on and subject to the terms set out in Appendix 3 to this Notice of AGM. Please

refer to Appendix 3 to this Notice of AGM for more details.

Personal Data Privacy:

By submitting an instrument appointing proxy(ies), and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a Shareholder (i) consents to

the collection, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and

analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof), and the preparation and

compilation of the attendance lists, minutes and record of questions asked and other documents relating to the AGM (including any adjournment thereof), and in order for the

Company (or its agents or service providers) to comply with any applicable laws, listing rules, takeover rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) represents

and warrants that he/she/it has obtained the prior consent of the individuals appointed as proxy(ies) and/or representatives for the collection, use and disclosure by the Company

(or its agents or service providers) of the personal data of such individuals by the Company (or its agents or service providers) for the Purposes, and (iii) agrees to provide the

Company with written evidence of such prior consent upon reasonable request.

252

KEPPEL LTD.

Notice of Annual General Meeting and Closure of Books

OTHER INFORMATION

BOARD OF DIRECTORS

Danny Teoh

Chairman

Piyush Gupta

Deputy Chairman

Loh Chin Hua

Chief Executive Officer

Shirish Apte

Lead Independent Director

Tham Sai Choy

Penny Goh

Olivier Blum

Jimmy Ng

Ang Wan Ching

AUDIT COMMITTEE

Tham Sai Choy

Chairman

Penny Goh

Jimmy Ng

Ang Wan Ching

REMUNERATION COMMITTEE

Penny Goh

Chairman

Danny Teoh

Piyush Gupta

Shirish Apte

NOMINATING COMMITTEE

Shirish Apte

Chairman

Danny Teoh

Piyush Gupta

Tham Sai Choy

Olivier Blum

BOARD RISK COMMITTEE

Shirish Apte

Chairman

Tham Sai Choy

Penny Goh

Jimmy Ng

Ang Wan Ching

BOARD SUSTAINABILITY

AND SAFETY COMMITTEE

Olivier Blum

Chairman

Danny Teoh

Piyush Gupta

Loh Chin Hua

COMPANY SECRETARIES

Karen Teo

Samantha Teong

REGISTERED OFFICE

1 HarbourFront Avenue

#18-01 Keppel Bay Tower

Singapore 098632

Telephone: (65) 6270 6666

Facsimile No.: (65) 6413 6391

Email: contactus@keppel.com

Website: www.keppel.com

SHARE REGISTRAR

Boardroom Corporate &

Advisory Services Pte. Ltd.

1 HarbourFront Avenue

#14-07 Keppel Bay Tower

Singapore 098632

AUDITORS

PricewaterhouseCoopers LLP

Public Accountants and

Chartered Accountants

7 Straits View

Marina One East Tower

Level 12

Singapore 018936

Audit Partner: Lam Hock Choon

Year appointed: 2021

253

ANNUAL REPORT 2025

Corporate Information

OTHER INFORMATION

FY 2025

Financial year-end

31 December 2025

Announcement of 2025 1Q Business Updates

24 April 2025

Announcement of 2025 half year results

31 July 2025

Announcement of 2025 3Q Business Updates

30 October 2025

Announcement of 2025 full year results

5 February 2026

Despatch of Annual Report to Shareholders

26 March 2026

Annual General Meeting

17 April 2026

2025 Proposed final dividend

Books closure date

5.00 p.m., 28 April 2026

Payment date

8 May 2026

FY 2026

Financial year-end

31 December 2026

Announcement of 2026 1Q Business Updates

23 April 2026

Announcement of 2026 half year results

30 July 2026

Announcement of 2026 3Q Business Updates

29 October 2026

Announcement of 2026 full year results

4 February 2027

254

KEPPEL LTD.

Financial Calendar

OTHER INFORMATION

ANNUAL GENERAL MEETING

I/We

(Name(s))

(NRIC/Passport/UEN) of

(Address)

being a member or members of KEPPEL LTD. (the “Company”) hereby appoint

Name

Address

NRIC/

Passport Number

Proportion of Shareholdings

(Ordinary Shares)

No. of Shares

%

and/or (delete as appropriate)

Name

Address

NRIC/

Passport Number

Proportion of Shareholdings

(Ordinary Shares)

No. of Shares

%

or failing him/her, or if no persons are named above, the Chairman of the Annual General Meeting (“Chairman”), as my/our proxy or

proxies to attend, speak and vote on my/our behalf at the 58th Annual General Meeting of the Company (“AGM”) to be held on Friday,

17 April 2026 at 10.30 a.m. at Marina Bay Sands Expo and Convention Centre, Level 3, Begonia Main Ballroom, 10 Bayfront Avenue,

Singapore 018956 and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be

proposed at the meeting as indicated hereunder. If no specific instructions as to voting is given, the proxy/proxies will vote or

abstain from voting at his/their discretion, as he/they will on any other matter arising at the meeting and at any adjournment thereof.

No.

Resolutions

For*

Against*

Abstain*

Ordinary Business

1.

Adoption of Directors’ Statement and Audited Financial Statements

2.

Declaration of Final Dividend

3.

Re-election of Mr Piyush Gupta as Director

4.

Re-election of Mr Jimmy Ng as Director

5.

Re-election of Mr Olivier Blum as Director

6.

Approval of Fees of Non-Executive Directors for FY 2026

7.

Re-appointment of Auditors

Special Business

8.

Authority to Issue Shares and Convertible Instruments

9.

Renewal of Share Purchase Mandate

10.

Renewal of Shareholders’ Mandate for Interested Person Transactions

11.

Declaration of Special Dividend

* You may tick () within the relevant box to vote for or against, or abstain from voting, in respect of all your Shares for each resolution. Alternatively, you may indicate

the number of Shares that you wish to vote for or against, and/or abstain from voting, for each resolution in the relevant box.

Dated this

day of

2026

IMPORTANT: Please read the notes overleaf before completing this Proxy Form

IMPORTANT:

1. The AGM (as defined below) will be held in a wholly physical format at Marina Bay Sands Expo and Convention Centre, Level 3, Begonia Main Ballroom, 10 Bayfront Avenue, Singapore 018956 on

Friday, 17 April 2026 at 10.30 a.m. There will be no option for Shareholders to participate virtually. Printed copies of the Notice of AGM and this Proxy Form will be sent by post to shareholders of

the Company (as defined below) (“Shareholders”). These documents will also be published on the Company’s website at https://www.keppel.com/investor-relations/agm-egm and the SGXNet.

2. Arrangements relating to attendance at the AGM by Shareholders, including investors who hold shares of the Company (“Shares”) through the Central Provident Fund (“CPF”) or the Supplementary

Retirement Scheme (“SRS” and such investors, “CPF/SRS Investors”), submission of questions by Shareholders, including CPF/SRS Investors, in advance of or at the AGM, and addressing of substantial

and relevant questions in advance of or at the AGM, and voting at the AGM by Shareholders, including CPF/SRS Investors, or (where applicable) their duly appointed proxy(ies), are set out in the

accompanying announcement of the Company dated 26 March 2026. This announcement may be accessed at the Company’s website at https://www.keppel.com/investor-relations/agm-egm and

the SGXNet.

3. This Proxy Form is not valid for use by investors holding Shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967) (including CPF/SRS Investors) (“Investors”) and

shall be ineffective for all intents and purposes if used or purported to be used by them. An Investor other than a CPF/SRS Investor who wishes to vote should refer to the instructions set out in the

Notice of AGM and the announcement by the Company dated 26 March 2026.

4. Personal Data Privacy: By submitting this Proxy Form, a Shareholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM.

5. Please read the notes overleaf which contain instructions on, inter alia, the appointment of proxies to vote on his/her/its behalf at the AGM.

Total Number of Shares Held

Signature(s) or Common Seal of Member(s)

Proxy Form

Fold and glue all sides firmly

Fold and glue all sides firmly

Fold and glue all sides firmly

Keppel Ltd.

UEN 196800351N

(Incorporated in the Republic of Singapore)

Affix

Postage

Stamp

Fold along this line (1)

Fold along this line (2)

Notes:

1.

A member of the Company should insert the total number of Shares held in the Proxy Form. If a member only has Shares entered against his/her/its name in the

Depository Register (as defined in Part 3AA of the Securities and Futures Act 2001), he/she/it should insert that number of Shares. If he/she/it only has Shares registered

in his/her/its name in the Register of Members, he/she/it should insert that number of Shares. However, if he/she/it has Shares entered against his/her/its name in

the Depository Register and Shares registered in his/her/its name in the Register of Members, he/she/it should insert the aggregate number of Shares entered against

his/her/its name in the Depository Register and registered in his/her/its name in the Register of Members. If no number is inserted, the Proxy Form shall be deemed

to relate to all the Shares held by the member (in both the Register of Members and the Depository Register).

2.

a.

A member entitled to attend, speak and vote at a meeting of the Company, and who is not a Relevant Intermediary, is entitled to appoint one or two proxies to

attend, speak and vote instead of him/her/it. Where a member appoints two proxies, the proportion of the shareholding concerned to be represented by each

proxy shall be specified in the Proxy Form. If no percentage is specified, the first named proxy shall be deemed to represent 100 per cent of the shareholding and

the second named proxy shall be deemed to be an alternate to the first named proxy.

b.

A member who is a Relevant Intermediary is entitled to appoint more than two proxies to attend and vote at a meeting of the Company, but each proxy must be

appointed to exercise the rights attached to a different Share or Shares held by such member. Where more than one proxy is appointed, the number and class

of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form. In relation to a Relevant Intermediary who wishes to appoint

more than two proxies, it should annex to the Proxy Form the list of proxies setting out, in respect of each proxy, the name, address, email address, NRIC/passport

number and proportion of shareholding (number of Shares, class of Shares and percentage) in relation to which the proxy has been appointed. For the avoidance

of doubt, agent banks/SRS operators who intend to appoint CPF/SRS Investors as its proxies shall comply with this Note.

c.

“Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967 (“Companies Act”).

3.

Completion and return of the Proxy Form shall not preclude a member from attending and voting in person at the meeting. Any appointment of a proxy or proxies will

be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under

the Proxy Form, to the meeting.

4.

The Proxy Form must be submitted to the Company in the following manner:

a.

if submitted by post, be lodged with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 HarbourFront Avenue, Keppel Bay Tower

#14-07, Singapore 098632; or

b.

if submitted electronically, be submitted via email to srs.proxy@boardroomlimited.com,

in either case to be received no later than 10.30 a.m. on 14 April 2026, being 72 hours before the time appointed for the holding of the AGM.

A Shareholder who wishes to submit the Proxy Form must first complete and sign the Proxy Form before submitting it by post to the address provided above or before

scanning and sending it by email to the email address provided above.

5.

The Proxy Form must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must

be executed either under its seal or under the hand of an officer or attorney duly authorised in writing. Where a Proxy Form is signed on behalf of the appointor by

an attorney, the power of attorney or other authority or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the

Proxy Form, failing which the Proxy Form may be treated as invalid.

6.

A corporation which is a member of the Company may authorise, by resolution of its directors or other governing body, such person as it thinks fit to act as its

representative at the AGM, in accordance with Section 179 of the Companies Act.

7.

The Company shall be entitled to reject the Proxy Form if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not

ascertainable from the instructions of the appointor specified in the Proxy Form. In addition, in the case of members whose Shares are entered against their names

in the Depository Register, the Company shall be entitled to reject any Proxy Form lodged if such members are not shown to have Shares entered against their names

in the Depository Register as at 72 hours before the time appointed for holding the AGM as certified by The Central Depository (Pte) Limited to the Company.

8.

Any reference to a time of day is made by reference to Singapore time.

Keppel Ltd.

c/o Boardroom Corporate & Advisory Services Pte. Ltd.

1 HarbourFront Avenue

#14-07 Keppel Bay Tower

Singapore 098632

Keppel Ltd.

(Incorporated in the Republic of Singapore)

1 HarbourFront Avenue

Level 2 Keppel Bay Tower

Singapore 098632

Tel: (65) 6270 6666

Email: contactus@keppel.com

keppel.com

UEN 196800351N

原件由船舶海工视界存档,仅供在线阅读与引用核对。