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
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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
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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
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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.
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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.
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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;
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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.
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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.
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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.
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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
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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:
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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.
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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.
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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