Momentum
Annual Report 2025
Directors' Statement
and Financial Statements Year ended December 31, 2025
Keppel Infrastructure Fund Management Pte. Ltd.
Registration No. 200803959H
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FINANCIAL STATEMENTS | |
Directors' Statement | 2 |
Independent Auditor's Report | 3 |
Balance Sheet | 5 |
Statement of Comprehensive Income | 6 |
Statement of Changes in Equity | 7 |
Statement of Cash Flows | 8 |
Notes to Financial Statements | 9 |
The directors present their statement together with the audited financial statements of the Company for the financial year ended 31 December 2025.
In the opinion of the directors,
the financial statements as set out on pages 5 to 21 are drawn up so as to give a true and fair view of the financial position of the Company as at 31 December 2025, and the financial performance, changes in equity and cash flows of the Company for the financial year covered by the financial statements; and
at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
The directors of the Company in office at the date of this statement are:
Daniel Cuthbert Ee Hock Huat Susan Chong Suk Shien Adrian Chan Pengee Christina Tan Hua Mui
Ng Kin Sze Khor Poh Hwa
Eng Chin Chin (Appointed on 20 February 2025)
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURESNeither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures, of the Company or any other body corporate.
DIRECTORS' INTERESTS IN SHARES AND DEBENTURESThe sole member of the Company has consented to this Statement not containing any information of interest in shares or debentures of the Company or its related corporations held by the directors holding office at the end of the financial year.
SHARE OPTIONSThere were no options granted during the financial year to subscribe for unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares of the Company.
There were no unissued shares of the Company under option as at the end of the financial year.
INDEPENDENT AUDITORThe independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
On behalf of the Board
DANIEL CUTHBERT EE HOCK HUAT
Chairman
13 March 2026
CHRISTINA TAN HUA MUI
Director
Independent Auditor's Report to the Member of Keppel Infrastructure Fund Management Pte. Ltd. REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our OpinionIn our opinion, the accompanying financial statements of Keppel Infrastructure Fund Management Pte. Ltd. (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 financial position of the Company as at 31 December 2025 and of the financial performance, changes in equity and cash flows of the Company for the financial year ended on that date.
What we have audited
The financial statements of the Company comprise:
the balance sheet as at 31 December 2025;
the statement of comprehensive income for the financial year ended 31 December 2025;
the statement of changes in equity for the financial year then ended;
the statement of cash flows for the financial year then ended; and
the notes to the financial statements, including material accounting policy information.
Basis for OpinionWe 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 Company in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities ("ACRA Code") together with the ethical requirements that
are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code.
Other InformationManagement 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.
Our opinion on the financial statements does not cover the other information and we do 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 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, 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.
Responsibilities of Management and Directors for the Financial StatementsManagement 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The directors' responsibilities include overseeing the Company's financial reporting process.
Independent Auditor's Report to the Member of Keppel Infrastructure Fund Management Pte. Ltd. Auditor's Responsibilities for the Audit of the Financial StatementsOur 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 Company'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 Company'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 Company 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.
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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn our opinion, the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.
PRICEWATERHOUSECOOPERS LLP
Public Accountants and Chartered Accountants
Singapore
13 March 2026
Balance SheetAs at 31 December 2025
Note | 2025 $'000 | 2024 $'000 | |
Share capital | 4 | 1,000 | 1,000 |
Revenue reserves | 19,592 | 51,323 | |
Total equity | 20,592 | 52,323 | |
Represented by: | |||
Non-current assets | |||
Deferred tax assets | 5 | 164 | 422 |
Total non-current assets | 164 | 422 | |
Current assets | |||
Cash and cash equivalents | 6 | 8,976 | 5,942 |
Trade and other receivables | 7 | 18,020 | 64,084 |
Amounts due from related companies | 8 | 11 | 5 |
Total current assets | 27,007 | 70,031 | |
Current liabilities | |||
Other payables | 9 | 2,778 | 4,813 |
Amounts due to related companies | 8 | 2,054 | 8,224 |
Taxation | 10 | 943 | 4,273 |
Total current liabilities | 5,775 | 17,310 | |
Net current assets | 21,232 | 52,721 | |
Non-current liabilities | |||
Other payables | 9 | 804 | 820 |
Total non-current liabilities | 804 | 820 | |
Net assets | 20,592 | 52,323 |
Year ended 31 December 2025
Note | 2025 $'000 | 2024 $'000 | |
Revenue | 11 | 32,591 | 52,880 |
Interest income | 207 | 104 | |
Staff costs | 12 | (3,397) | (5,659) |
Other operating expenses - net | 14 | (20,065) | (11,773) |
Profit before taxation | 9,336 | 35,552 | |
Taxation | 10 | (1,067) | (3,737) |
Profit for the year, representing total comprehensive income for the year | 8,269 | 31,815 |
Year ended 31 December 2025
Note | Share capital $'000 | Revenue reserves $'000 | Total $'000 | |||
2025 As at 1 January | 1,000 | 51,323 | 52,323 | |||
Profit for the year, representing total comprehensive income for the year | - | 8,269 | 8,269 | |||
Dividends | 15 | - | (40,000) | (40,000) | ||
As at 31 December | 1,000 | 19,592 | 20,592 | |||
2024 As at 1 January | 1,000 | 31,508 | 32,508 | |||
Profit for the year, representing total comprehensive income for the year | - | 31,815 | 31,815 | |||
Dividends | 15 | - | (12,000) | (12,000) | ||
As at 31 December | 1,000 | 51,323 | 52,323 |
Year ended 31 December 2025
Note | 2025 $'000 | 2024 $'000 | |
Operating activities | |||
Profit before taxation | 9,336 | 35,552 | |
Adjustments: | |||
Interest income | (207) | (104) | |
Unit and share plans expenses | 631 | 841 | |
Operating cash flows before changes in working capital | 9,760 | 36,289 | |
Working capital changes: | |||
Amounts due from related companies | (6) | (5) | |
Trade and other receivables | 46,065 | (21,528) | |
Other payables | (2,683) | (1,452) | |
Amounts due to related companies | (6,170) | 6,215 | |
Cash generated from operations | 46,966 | 19,519 | |
Interest received | 207 | 104 | |
Income taxes paid | 10 | (4,139) | (4,036) |
Net cash generated from operating activities | 43,034 | 15,587 | |
Financing activity | |||
Dividend paid, representing net cash used in financing activity | 15 | (40,000) | (12,000) |
Net increase in cash and cash equivalents | 3,034 | 3,587 | |
Cash and cash equivalents at beginning of the year | 6 | 5,942 | 2,355 |
Cash and cash equivalents at end of the year | 6 | 8,976 | 5,942 |
Year ended 31 December 2025
-
GENERAL
The Company is incorporated and domiciled in Singapore. The address of the Company's registered office is 1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632.
The principal activity of the Company is that of trust management.
The Company is the Trustee-Manager of Keppel Infrastructure Trust ("KIT" or the "Trust"), which was formerly known as CitySpring Infrastructure Trust, from May 18, 2015 onwards. The Trustee-Manager is responsible for safeguarding the interests of unitholders and for carrying out KIT's investments and financing strategies, asset acquisitions and disposal policies and for the overall management of KIT's assets.
The financial statements of the Company for the year ended 31 December 2025 were authorised for issue by the Board of Directors of the Company on 13 March 2026.
-
MATERIAL ACCOUNTING POLICY INFORMATION
-
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.
The financial statements are expressed in Singapore Dollars, which is the Company's functional and presentation currency, except when otherwise indicated.
The preparation of these financial statements in conformity with SFRS(I)s requires management to exercise its judgement in the process of applying the Company's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. There are no areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements.
-
Adoption of new and revised standards
The Company has 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.
The adoption of these new or amended SFRS(I)s, SFRS(I) Interpretations and amendments to SFRS(I)s did not result in changes to the accounting policies of the Company and had no material impact on the amounts reported for the current or prior years.
2. MATERIAL ACCOUNTING POLICY INFORMATION (continued) -
Financial assets
Financial assets include cash and cash equivalents, amounts due from related companies, and trade and other receivables.
The Company classifies its financial assets in the measurement category "Amortised cost". The classification of debt instruments depends on the Company's business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.
The Company reclassifies its debt instruments when and only when its business model for managing those assets changes.
At initial recognition, the Company measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.
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 subsequent to initial recognition.
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 profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is recognised using the effective interest rate method.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss.
-
Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit losses associated with its debt financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Company applied the simplified approach permitted by SFRS(I) 9, which requires lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, the Company considers historical payment patterns and credit characteristics of each debtor and adjusts for forward looking information.
Receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.
For cash and cash equivalents, amounts due to related companies, and debtors, the general 3 stage approach is applied. Credit loss allowance is based on 12-month expected credit loss if there is no significant increase in credit risk since initial recognition of the assets. If there is a significant increase in credit risk since initial recognition, lifetime expected credit loss will be calculated and recognised.
-
Financial liabilities
Financial liabilities comprise trade and other payables and amount due to related companies. They are initially recognised at fair value, and are subsequently measured at amortised cost, using the effective interest method except for short-term balances when the recognition of interest would be immaterial.
-
Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
-
Revenue recognition
Revenue is recognised at the fair value of the consideration received or receivable.
Base Fee
A base fee at a rate equal to 10% per annum of KIT Group's distributable income, before accounting for the base fee and performance fee for the relevant period.
Performance Fee
Performance fee is charge at a rate equal to 25% per annum of the increase (if any) in Distribution Per Unit (DPU) as declared by the Trustee-Manager in respect of a financial year as compared with the DPU in respect of the preceding financial year, multiplied by the weighted average number of units in issue for such financial year.
Other fees
In addition to the Base Fee and the Performance Fee, the Trustee-Manager (in its personal capacity) is also entitled to receive an Acquisition Fee in respect of any investment acquired by the Trust or such other special purpose vehicles holding or constituted to hold the Trust's investment and a Divestment Fee in respect of any investment sold or divested by the Trust or its special purpose vehicles. The Acquisition Fee and Divestment Fee are charged at 1% (or 0.5% for an acquisition from its sponsor group) on the enterprise value of the investment acquired and 0.5% for investment divested respectively.
Interest income
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable using the effective interest method.
-
Employee benefits
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for leave as a result of services rendered by employees up to the balance sheet date.
Defined contribution plan
Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into separate entities such as The Central Provident Fund on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid.
Share-based compensation
The Company has cash settled share-based and unit-based compensation plans. The fair value of the employee services received in exchange for the grant of share and units is recognised as an expense in the profit or loss account with
a corresponding increase in the provision for employee share and unit plan over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair values of the share and units granted on the respective dates of grant.
At each balance sheet date, the Company revises its estimates of the number of share and units that are expected to become exercisable as well as share and unit 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 provision for employee share and unit plan over the remaining vesting period.
No expense is recognised for share and unit plan awards that do not ultimately vest.
2. MATERIAL ACCOUNTING POLICY INFORMATION (continued) -
Taxation
Current income tax is recognised at the amount 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 arises from 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 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 Company 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 Company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred income taxes are recognised as an expense or income in 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.
The Company has applied the mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The Company accounts for Pillar Two income taxes as current tax when it
is incurred.
-
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents comprise short-term placements with a related company which functions as the central treasury of the Keppel group of companies. The Company assessed that the short-term placements with the central treasury, which has sound financial strength, are subject to an insignificant risk of changes in value. The nature of the placement is disclosed in Note 6.
-
Currency translation
Transactions in foreign currency during the period are translated at the exchange rates prevailing at transaction dates. Currency exchange differences resulting from the translation of monetary assets and liabilities denominated in foreign currencies at closing rate at the balance sheet date are recognised in profit or loss.
-
Share capital
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.
-
Basis of preparation
-
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
-
Critical judgements in applying the Company's accounting policies
In the process of applying the Company's accounting policies, the management is of the opinion that there are no instances of application of judgements which are expected to have a significant effect on the amounts recognised in the financial statements.
-
Key sources of estimation uncertainty
Management is of the opinion that there are no key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
-
Critical judgements in applying the Company's accounting policies
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SHARE CAPITAL
Number of ordinary shares
2025
'000
2024
'000
2025
$'000
2024
$'000
Issued and paid up:
At beginning and end of year
1,000
1,000
1,000
1,000
The ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the Company.
-
DEFERRED TAX ASSETS
2025
$'000
2024
$'000
Deferred tax assets
164
422
The movement in the net deferred income tax account is as follows:
Provisions2025
$'000
2024
$'000
Beginning of financial year
422
-
Tax (charged)/credited to profit or loss (Note 10)
(258)
422
End of financial year
164
422
-
CASH AND CASH EQUIVALENTS
2025
$'000
2024
$'000
Short-term placement with a related company
8,976
5,942
Short-term placement with a related company bears interest ranging from 0.33% to 2.19% (2024: 1.22% to 1.50%) per annum and is repayable on demand. Short-term placement with a related company, which functions as the central treasury of the Keppel group of companies, is subject to an arrangement with a bank where bank balances above or below a preset amount are transferred to/from a bank account of the related company daily.
-
TRADE AND OTHER RECEIVABLES
2025
$'000
2024
$'000
Trade receivables - from Trust
16,192
63,177
Other receivables:
Goods and services tax receivable
1,571
653
Trust and its group of companies (non-trade)
215
113
Prepayments
42
141
1,828
907
Total
18,020
64,084
For the financial year ended 31 December 2025 and 2024, all trade receivables are neither past due nor impaired. Other receivables due from Trust and its group of companies are unsecured, interest-free and repayable on demand. As at 1 January 2024, trade receivables amounted to $32,186,000 (non-current) and $9,662,000 (current).
-
AMOUNTS DUE FROM/TO RELATED COMPANIES
The Company's immediate holding company is Keppel Capital Holdings Pte. Ltd. ("KCH"). The Company's ultimate holding company is Keppel Ltd. ("Keppel"). Keppel and KCH are incorporated in Singapore. Related companies in these financial statements refer to members of the ultimate holding company's group of companies.
2025
$'000
2024
$'000
Amounts due from related companies
Trade
1
-
Other receivables
10
5
11
5
Amounts due to related companies
Trade
1,655
7,933
Non-trade
399
291
2,054
8,224
Amounts due from/to related companies are unsecured, interest-free and repayable on demand.
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OTHER PAYABLES
2025
$'000
2024
$'000
Current
Accrued expenses
2,543
4,499
Provisions for employee unit and share plans
221
306
Other creditors
14
8
2,778
4,813
Non-current
Provisions for employee unit and share plans
804
820
804
820
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TAXATION
-
Income tax expense
2025
$'000
2024
$'000
Current year tax
936
4,258
Over provision of current tax in prior year
(127)
(99)
Deferred tax assets (Note 5)
258
(422)
Income tax expense recognised in profit or loss
1,067
3,737
The income tax differs from the amount of income tax that would arise by applying the Singapore standard rate of income tax due to the following:
2025
$'000
2024
$'000
Profit before taxation
9,336
35,552
Tax calculated at a tax rate of 17% (2024: 17%)
1,587
6,044
Over provision of current tax in prior year
(127)
(99)
Tax-exempt income
(17)
(17)
Tax incentive
(376)
(2,191)
Net
1,067
3,737
The Company received the Financial Sector Incentive Scheme ("FSI") award from 1 January 2022 until 31 December 2032. Under the FSI Scheme, fees derived from fund management or investment advisory services of qualifying funds will be taxed at a concessionary tax rate of 10% whilst fees from non-qualifying funds will be taxed at the Singapore income tax rate applicable for the relevant year of assessment.
- Movement in current income tax liabilities
2025
$'000
2024
$'000
Beginning of financial year
4,273
4,150
Income tax paid
(4,139)
(4,036)
Tax expense
936
4,258
Adjustment for prior year's tax
(127)
(99)
End of financial year
943
4,273
Pillar Two income taxes
The Base Erosion and Profit Shifting (BEPS) Pillar Two model rules is applicable to the Company as the Company is part of a multinational enterprise group with consolidated revenue in excess of EUR 750 million. Singapore, where the Company's ultimate holding company is incorporated, has implemented the Domestic Top-up Tax and Income Inclusion Rule under Pillar Two model rules for in-scope businesses from financial year beginning on or after 1 January 2025.
As at the balance sheet date, the Pillar Two legislation has been enacted or substantively enacted in Singapore where the Company is incorporated.
Under the Pillar Two 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 at 31 December 2025, Singapore has met the tests under TCSH. Accordingly, no Pillar Two top-up tax has been recognised for the financial year ended 31 December 2025.
-
Income tax expense
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REVENUE
Revenue consists of the following fee income from the Trust and its group of companies:
2025
$'000
2024
$'000
Trust and its group of companies
Management fee income
27,724
23,728
Performance fee income
-
12,984
Acquisition fees income
2,600
16,168
Divestment fees income
2,267
-
Total
32,591
52,880
Revenue
At a point in time
4,867
16,168
Over time
27,724
36,712
Total
32,591
52,880
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STAFF COSTS
2025
$'000
2024
$'000
Salaries, bonus and short-term benefits
2,420
4,418
Employer's contribution to Central Provident Fund
346
400
Share-based payments recharged by related company
631
841
Total
3,397
5,659
- EMPLOYEE SHARE PLAN EXPENSE
The KIFM RUP and KIFM PUP were approved and administered by the Nominating and Remuneration Committee of the Company.
The Company is the trustee-manager of KIT. The awards granted by the Company will be settled in KIT Units. Details of the KIFM RUP and KIFM PUP are as follows:
KIFM RUP
KIFM PUP
Plan Description
Award of fully-paid KIT Units, conditional on fulfilment of service requirements
Award of fully-paid KIT Units, conditional on achievement of pre-determined targets over a three-year performance period
Performance Conditions
Nil
Final Award
100% of the contingent award granted, subject to fulfilment of service requirements
0% to 150% of the contingent awards granted, depending on achievement of pre-determined targets
Vesting Condition and Schedule
Awards will vest equally over three years subject to fulfilment of service requirements
If pre-determined targets are achieved, awards will vest at the end of the three-year performance period subject to fulfilment of service requirements
Asset under Management Growth
Absolute Total Unitholder's Return
Distribution per Unit
For Year 2024, the Company granted contingent deferred awards of 656,974 KIT Units under KIFM RUP on 25 February 2025, to be vested equally over 3 years from 25 February 2025 onwards provided the employees remain in employment.
For Year 2025, the contingent deferred units will be granted in 2026 after taking into consideration KIT's and individual performance. Subject to the fulfilment of service conditions at vesting, the contingent deferred units will vest equally over three years from February 2026 onwards.
On 30 April 2025, the Company granted contingent awards of 1,440,000 KIT Units under KIFM PUP. The estimated fair value of the KIT Units granted under KIFM PUP is $0.23. The fair values of the contingent awards 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. The significant inputs into the model are as follows:
2025
202
4
RUP
PUP
RUP
PUP
Date of grant
25.02.25
30.04.25
15.02.24
30.04.24
Prevailing unit price at date of grant
$0.440
$0.400
$0.500
$0.475
Expected volatility
Keppel Infrastructure Trust
13.061%
18.635%
12.203%
16.577%
Expected term
0 - 2.00 years
2.88 years
0 - 2.00 years
2.83 years
Risk-free rate
N/A - 2.756%
2.077%
N/A - 3.519%
3.395%
The expected volatilities are based on the historical volatilities of KIT's unit price and the FSTREI Index 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.
As at 31 December 2025, the Company has updated the fair value of the KIT Units for the award granted but not yet vested using the market rate as at 11 December 2025 of $0.47.
The CEO and senior management of the Company, who are eligible for KIFM PUP, are required to hold a portion of the KIT Units released to them under a share ownership guideline which requires them to maintain a beneficial ownership stake in KIT thus further aligning their interests with the unitholders.
Movements in the number of KIT Units under KIFM RUP and KIFM PUP are as follows:
2025 | 202 | 4 | |||
RUP | PUP | RUP | PUP | ||
At 1 January | 656,824 | 1,998,000 | 695,754 | 1,280,000 | |
Released | 656,974 | 32,045 | 715,500 | - | |
Vested | (668,067) | (612,045) | (668,242) | - | |
Contingent awards granted | - | 1,440,000 | - | 925,000 | |
Cancelled/Forfeited | (131,266) | (327,300) | (86,188) | (207,000) | |
At 31 December | 514,465 | 2,530,700 | 656,824 | 1,998,000 |
Under KIFM RUP, there were 514,465 (2024: 656,824) restricted KIT Units that were released but not vested as at 31 December 2025.
Under KIFM PUP, there were 2,530,700 (2024: 1,998,000) contingent awards of performance KIT Units that were granted but not released as at 31 December 2025. Depending on the achievement of pre-determined performance targets, the actual number of performance KIT Units to be released can range from 0% to 150% of the contingent awards granted.
-
EMPLOYEE SHARE PLAN EXPENSE (continued)
Keppel Share Plans
The Keppel Performance Share Plan ("Keppel PSP") and Keppel Restricted Share Plan ("Keppel RSP") were approved by Keppel's shareholders at the Extraordinary General Meeting of Keppel 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 Keppel'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.
Information on Keppel RSP 2020 - Deferred Shares, Keppel PSP 2020 and Keppel PSP 2020 Transformation Incentive Plan ("Keppel PSP 2020 TIP") are as follows.
-
Keppel RSP 2020 - Deferred Shares
Award of fully-paid ordinary shares of Keppel which will vest equally over three years subject to fulfilment of service requirements.
-
Keppel PSP 2020
Award of fully-paid ordinary shares of Keppel, conditional on achievement of pre-determined targets over a three-year performance period. The pre-determined targets for awards granted from Year 2020 to Year 2021 are absolute total shareholder's return, return on capital employed and net profit. The predetermined targets for awards granted from Year 2022 onwards are reduction in carbon emission, net profit, return on equity and absolute total shareholder's return. If the 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 2020-TIP
Award of fully-paid ordinary shares of the Keppel, conditional on the employee achieving the pre-determined individual performance target and Keppel Group achieving the pre-determined targets of absolute total shareholder's return, asset monetisation and cross-BU revenue targets and certain financial and non-financial measures over
a five-year performance period. 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.
The fair value of the contingent award of shares for the above plans 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, eligible employees were granted awards of 15,364 shares under the Keppel RSP 2020-Deferred Shares and the estimated fair values of the shares granted was $6.45.
The significant inputs into the model are as follows:
Keppel RSP 2020 - Deferred Shares
2025
2024
Date of grant
25.02.2025
15.02.2024
Prevailing share price at date of grant
$6.78
$7.37
Expected volatility of Keppel
17.97%
17.47%
Expected term
0.00 - 2.00 years
0.00 - 2.00 years
Risk free rate
2.67% - 2.76%
3.22% - 3.52%
Expected dividend yield
*
*
* Expected dividend yield is based on management's forecast for Keppel group.
The expected volatilities are based on the historical volatilities of Keppel'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.
-
Keppel RSP 2020 - Deferred Shares
-
OTHER OPERATING EXPENSES - NET
2025
$'000
2024
$'000
Directors' fees
653
510
General office support, corporate and outsourcing services (Note 17)
19,144
10,866
Professional fees
113
71
Auditor's remuneration
8
7
Others
147
319
Total
20,065
11,773
-
DIVIDENDS
2025
$'000
2024
$'000
Interim tax exempt one-tier dividend payable in respect of the
financial year of $40.00 (2024: $12.00) per share
40,000
12,000
- FINANCIAL RISKS MANAGEMENT
-
Categories of Financial Instruments
The following table sets out the financial instruments as at the end of the financial year:
2025
$'000
2024
$'000
Financial assets, at amortised cost
25,394
69,237
Financial liabilities, at amortised cost
5,636
13,857
The carrying amounts of these financial assets and liabilities carried at amortised cost approximate their fair values.
-
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Company. The maximum exposure to credit risk is the carrying amount of financial assets which are amounts due from related companies and cash and cash equivalents.
As at 31 December 2025 and 31 December 2024, there is a significant concentration of credit risks with KIT, for the duration of the Trust Deed entered into. The Company has assessed that KIT has strong financial capacity to meet the contractual cash flow obligations in the near future and hence, does not expect significant credit losses arising from the obligations.
The related companies have sound financial strength and bank balances and deposits are place with or entered into with reputable financial institutions. The directors of the Company have considered the financial standing of these counterparties and are of the opinion that the Company has no significant exposure to credit risk.
- FINANCIAL RISKS MANAGEMENT (continued)
-
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The directors of the Company are of the view that liquidity risk is minimal.
-
Currency risk
The Company's cash flows and financial assets and liabilities are mainly denominated in Singapore Dollars, its functional currency, and hence has no significant exposure to foreign currency risk.
-
Interest rate risk
The Company is exposed to interest rate risk on short-term placements with a related company. No sensitivity analysis is prepared as the Company does not expect any material effect on profit or loss arising from the effects of fluctuations in interest rates on short-term placements with a related company.
- Capital risk
The directors of the Company review its capital structure at least annually to ensure that the Company will be able to continue as a going concern. The capital structure of the Company comprises of share capital and revenue reserves. The Company's overall strategy remains unchanged from prior year.
-
SIGNIFICANT RELATED PARTY TRANSACTIONS
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions took place between the Company and its related parties during the financial year.
Significant related party transactions are as follows:
2025
$'000
2024
$'000
General office support, corporate and outsourcing services
(19,144)
(10,866)
Interest income from a related company
207
104
Compensation of directors and key management personnel:
2025
$'000
2024
$'000
Short-term employee benefits
(1,443)
(1,509)
Employer's contribution to Central Provident Fund
(53)
(61)
Share-based payments
(508)
(232)
Directors' fees
(717)
(656)
During the year, the Company has elected to receive the management fee from KIT by a combination of both cash and issue of units. The units received of 1,646,787 (2024: 933,242) were used to settle the unit-based compensation plans for employees of 1,273,987 (2024: 668,242) and 30% (2024: 30%) of the total Directors' fees paid to the independent directors of 372,800
(2024: 265,000).
- NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Company. These standards are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
SFRS (I) 18 Presentation and Disclosure in Financial Statements (effective for annual period 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.
Management is currently assessing the impact of the adoption of the above amendment on the primary financial statements and notes to the financial statements.
Amendments to 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).
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.
Management anticipates that the adoption of the above amendments in future periods will not have a material impact on the financial statements of the Company in the period of their initial adoption.
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