2025 Financial Results
Summary by AI BETAClose X
13 April 2026
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
2025 Financial Results
Gulf Marine Services PLC ("GMS" or the "Company"), a leading provider of self‐propelled, self‐elevating support vessels to the offshore energy industry, is pleased to announce its full year financial results for the year to 31 December 2025.
2025 Overview
|
|
2023 US$m |
2024 US$m |
2025 US$m |
2025 versus 2024 change |
|
Revenue |
151.6 |
167.5 |
188.1 |
+12% |
|
Adjusted EBITDA |
87.5 |
100.4 |
112.9 |
+12% |
|
Adjusted net profit for the year |
9.8 |
32.2 |
41.8 |
+30% |
|
Net profit for the year |
42.1 |
38.3 |
19.5 |
-49% |
|
Average fleet utilisation |
94% |
92% |
87% |
-5% |
|
Net leverage ratio |
3.05:1 |
2.0:1 |
1.39:1 |
-31% |
|
Net bank debt |
267.3 |
201.2 |
156.6 |
-22% |
2025 Financial Highlights
|
· |
Revenue increased by 12% to US$ 188.1m (2024: US$ 167.5 million), mainly driven by the operation of an additional leased large vessel for 8 months and improvement in fleet average day rates by 11%, which offset the impact of lower average fleet utilisation. |
|
· |
Adjusted EBITDA increased by 12% to US$ 112.9 million (2024: US$ 100.4 million) driven by the increase in revenue. Adjusted EBITDA margin is maintained at 60% (2024: 60%). |
|
· |
Net leverage ratio further improved to 1.39x (2024: 2.0x) due to lower net bank debt of US$ 156.6 million (2024: US$ 201.2 million) and an increase in the adjusted EBITDA. |
|
· |
Finance expenses reduced by 36% to US$ 15.0 million (2024: US$ 23.5 million), reflecting the full year impact of the successful December 2024 refinancing, which secured a more favourable interest margin, reduction of gross debt and a softening in market interest rates. |
|
· |
Net impairment charges of US$ 10.1 million (2024:US$ 9.2 million net reversal) on non-financial assets. |
|
· |
Tax expense is US$ 16.3 million (2024: US$ 4.9 million). The Board currently expects the 2025 tax charge associated with the tax ruling, which was announced on 14 May 2025, to be non-recurring in nature. |
|
· |
Adjusted net profit increased to US$ 41.8 million (2024: US$ 32.2 million). The Board has decided not to declare dividend at this time pending further assessment of the geopolitical situation, while reaffirming the capital allocation policy. |
|
· |
The Group reported a net profit of US$ 19.5 million (2024: US$ 38.3 million), while the basic earnings per share is US$ 1.67 cents (2024: US$ 3.61 cents). |
|
· |
Average utilisation decreased to 87% (2024: 92%), reflecting commercial downtime to prepare the vessels for the next contracts, drydocking activities, planned maintenance and geopolitical disruption in the Gulf during June 2025. |
|
· |
The ongoing geopolitical situation in the Gulf region has escalated since early January 2026, resulting in increased volatility in oil and gas markets and some disruptions to the Group's offshore operations, including the contractual declaration of force majeure by one of its customers. As the situation is fast evolving and fluid, the effect of the escalations is subject to significant levels of uncertainty, with the full range of possible effects unknown. Management is closely evaluating the impact of these developments on its operations, liquidity and financial outlook. |
2025 Operational Highlights
|
· |
Leased vessel operational from second quarter of 2025. |
|
· |
New charters and extensions secured during the year totalled 15.4 (2024: 23.8) years. |
|
· |
Average day rates increased to US$ 36.6k (2024: US$ 33.1k) with improvements across all vessel classes. Newly obtained day rates in the Middle East started to stabilise. |
|
· |
Backlog at 31 December 2025 of US$ 606 million (2024: US$ 480 million). |
|
· |
Consistent low operational downtime of 1% (2024: 1%). |
|
· |
Lost Time Injury Rate (LTIR) and Total Recordable Injury Rate (TRIR) for 2025 remain at zero (2024: 0). |
2026 Strategic Progress and Outlook
|
· |
Previously issued adjusted EBITDA guidance between US$ 105 million to US$ 115 million for 2026 is currently being assessed due to the ongoing geopolitical situation in the Gulf region. |
|
· |
Anticipate continued improvement on average day rates as the legacy contracts are being renewed at higher day rates. |
|
· |
Recently announced the acquisition of a brand-new mid-class vessel to support the Group's ambitious target of doubling the 2024 adjusted EBITDA by 2030. |
|
· |
Average secured day rates are 8% higher than 2025 actual levels. |
See Glossary.
1 Adjusted EBITDA - Represents operating profit after adding back depreciation, amortisation, non-operational items and impairment charges or deducting reversal of impairment. This measure provides additional information in assessing the Group's underlying performance that management can more directly influence in the short term and is comparable from year to year. A reconciliation of this measure is provided in Note 30 to the consolidated financial statements.
2 Net bank debt - Represents total bank borrowings (excluding unamortised issue costs) less cash.
3 Net leverage ratio - Represents the ratio of net bank debt to adjusted EBITDA.
4 Underlying G&A expenses - Represents general and administrative costs excluding depreciation, amortisation and other exceptional costs. A reconciliation of this measure is provided in Note 30 to the consolidated financial statements.
5 Adjusted EBITDA margin - Represents adjusted EBITDA divided by revenue.
6 Average fleet utilisation - Represents the percentage of available days in a relevant period during which the fleet of Self Elevating Support Vessels (SESVs) is under contract and in respect of which a customer is paying a day rate for the charter of the SESVs.
7 Lost time injury rate - Represents the lost time injury rate per 200,000 man hours which is a measure of the frequency of injuries requiring employee absence from work for a period of one or more days.
8 Total recordable injury rate - Represents the frequency of recordable injuries per 200,000 man hours and includes all our onshore and offshore personnel and subcontracted personnel.
Chairman's Review
Enhancing resilience and pursuing growth ambitions amidst regional volatility
Resilience is the cornerstone of our strategy. Our disciplined approach in maintaining optimal leverage and setting achievable targets, paired with our focus on execution, ensures we are strategically placed to capture market opportunities. These actions reinforce our promise to shareholders: consistent delivery and a strengthened financial performance that fuels future returns.
Group performance
We have achieved five consecutive years of double-digit growth in revenue and adjusted EBITDA. In 2025, our top line and adjusted EBITDA increased by 12% to US$ 188.1 million and US$ 112.9 million, respectively. Notably, our adjusted EBITDA exceeded our upgraded guidance of US$ 101.0 million to US$ 109.0 million.
These results were made possible by the integration of an additional large vessel leased into our fleet and improvement of average day rates to US$ 36.6k. These offset the average fleet utilisation softening to 87%, which reflects the commercial downtime to prepare the vessels for the next contracts, drydocking activities, planned maintenance and geopolitical disruption in the Gulf during June 2025.
Our net bank debt reduced to US$ 156.6 million and achieved a net leverage ratio of 1.39x as of 31 December 2025. This steady reduction in debt and leverage over the past couple of years strengthens our resilience and agility to navigate the ongoing geopolitical situation in the Gulf region, while remaining ready to pursue new market opportunities.
Growth and Business Development
The Group secured 4 new contracts and extended 4 existing ones, totalling 15.4 years in aggregate, during 2025. As a result of these contract wins and extensions, the Group achieved a backlog of US$ 606 million at 31 December 2025 (which increased to US$ 660 million at 1 April 2026). This backlog provides earnings visibility and sets the path towards generating future value for the shareholders.
On top of our owned fleet of 13 vessels, GMS welcomed the operation of an additional large vessel leased during the second quarter of 2025. We recently announced the acquisition of a brand-new mid-class vessel, which represents the first acquisition in almost a decade. The addition of these two vessels to the existing fleet supports the Group's growth ambitions. While we are scaling our capacity, we maintain a vigilant outlook supported by our risk management to carefully navigate the current geopolitical headwinds in the Gulf.
Shareholder distribution
Our shareholder distribution policy is to allocate 20%-30% of the annual adjusted net profit distributions to shareholders through a dividend and/or potential share buybacks, provided all bank covenants are met and other plans permit. While rewarding our shareholders remains a priority, the ongoing geopolitical situation in the Gulf region has already impacted our operations. As the duration of this situation remains unknown, the total extent of this disruption cannot yet be fully quantified. The Board has decided not to declare dividend at this time pending further assessment of the geopolitical situation, while reaffirming the capital allocation policy.
Governance
There are no changes in the composition of the Board during the year. During the Annual General Meeting held on 29 May 2025, all the Directors received an overwhelming support from the shareholders for re-appointment. Also, our Nomination Committee believes that the current Board structure and membership provide the appropriate Directors in the relevant positions with the necessary mix of skills and experience for the Group's ongoing strategy.
As a Board, we were able to set ambitious targets following the successful deleveraging and capitalising on strong foundation built over the past years. Our vision is to focus on growing shareholders value by delivering medium and long-term sustainable growth of the business and capitalising on new opportunities.
Our Audit and Risk Committee has focused on the proactive mitigation and management of internal and external risks as well as internal audit, ensuring full accountability and transparency.
Within the Group, we continue to regularly review our policies and procedures on transparent and ethical business practices, including a Code of Conduct review for employees and stakeholders. This includes a regular review of our ESG (Environmental, Social, and Governance) policies including sustainability practices and community engagement.
Taxation
While the Group continues to operate in full compliance with tax regulations, as supported by technical opinions by our tax advisors, this year's results were impacted by a one-off tax ruling as previously announced on 14 May 2025. The Board currently expects the 2025 tax charge associated with the ruling to be non-recurring in nature.
Preparation for the 2024 UK Corporate Governance Code
The Group responded to the 2024 UK Corporate Governance Code Provision 29 by initiating a project aimed at enhancing the documentation of controls, and identifying those controls considered to be material to the Group, building on the existing robust risk management process.
A Group-wide extensive exercise was undertaken, and an external consultancy firm was engaged to provide feedback on this work and to provide advice on the documentation of controls, including the methodology used by the Group to determine which controls are material, to validate the identified material controls and mitigations and to test their effectiveness.
The Audit and Risk Committee is pleased with the progress made in 2025 in enhancing the control environment and to put in place robust arrangements to enable the monitoring and review of the effectiveness of material controls during 2026.
Safety Standards, employee engagement and operational excellence
I am pleased to report for three consecutive years, the Group has achieved a Lost Time Injury Rate (LTIR) of zero, with no cases requiring medical treatment or restricted work duties. Total Recordable Injury Rate (TRIR) remain at zero in 2024 and 2025. Notably, eight of our owned vessels achieved no LTI between 10 and 21 years. In recognition of this performance, the Group received multiple client commendations as we continue to demonstrate full compliance with all applicable safety standards and codes.
During these recent geopolitical situation in the Gulf region, our absolute top priority has been the safety of our people. We have had instances where we were requested to evacuate personnel on board from certain vessels. Those instructions were followed promptly and without hesitation.
Our Management Systems, which govern all activities and operations, remain voluntarily certified to ISO 9001, ISO 14001 and ISO 45001. This is in addition to the full compliance of all vessels with the International Safety Management (ISM) Code. The Group remains committed to continuous improvement in its management systems, operational processes, and workforce engagement, ensuring that offshore operations consistently meet the highest safety standards and the expectations of our stakeholders.
GMS also received Great Place to WorkTM Certification for the period November 2025 to November 2026. This is a testament of trust, respect and pride of our employees towards the organisation.
Our operational reliability remains a cornerstone of our value proposition. While our utilisation rate for the year was down to 87%, this reflects the commercial downtime to prepare the vessels for the next contracts, drydocking activities, planned maintenance and geopolitical disruption in the Gulf during June 2025. We maintained a low operational downtime of 1%, proving our ability to provide uninterrupted service to our clients, reinforcing our market position as a partner of choice that consistently prioritises quality and reliability.
Task Force on Climate-Related Financial Disclosures
Climate-related risks are increasingly recognised as some of the most significant threats to the global economy this century. Reporting on both the actual and potential impacts of these risks and opportunities, along with the related risk management approaches, is essential for assessing a business's resilience. Such issues can influence a wide range of an organisation's key financial outcomes and overall position, both in the near and long term.
Over the past year, GMS has continued to deepen its understanding of the climate-related risk and opportunity landscape and integrate relevant insights into its strategy formulation processes. We have complied with all UKLR 6.6.6R(8) and Companies Regulations 2022 disclosure requirements.
As part of our commitment to robust governance, a dedicated climate-related risks and opportunities workshop is held and attended by myself and other members of Senior Management team to continue to upskill leadership in these areas and ensure alignment on risk and opportunity assessments.
Outlook
At the start of 2025, we established an ambitious target to double our 2024 EBITDA by 2030. This goal is underpinned by the robust foundation built over recent years and a positive market outlook. We immediately executed our growth strategy by adding a new leased large vessel during 2025 and most recently, the acquisition of a brand-new mid-class vessel.
As we look towards 2026, our primary focus is navigating the downside risks associated with the ongoing geopolitical situation in the Gulf region. We are currently assessing the impact of these events on our performance and will provide an update to our previously issued adjusted EBITDA guidance of US$ 105 million to US$ 115 million when the situation becomes clearer.
We are proactively exploring opportunities and diversifying our geographical footprint to partially offset the challenges posed by the ongoing geopolitical situation in the Gulf region.
We thank our shareholders for their ongoing support.
Mansour Al Alami
Executive Chairman
13 April 2026
Financial Review
|
|
2025 US$m |
2024 US$m |
2023 US$m |
|
Revenue |
188.1 |
167.5 |
151.6 |
|
Gross profit |
70.1 |
89.6 |
102.8 |
|
Adjusted EBITDA |
112.9 |
100.4 |
87.5 |
|
Adjusted net profit |
41.8 |
32.2 |
9.8 |
|
(Net impairment)/ reversal on non-financial assets |
(10.1) |
9.2 |
33.4 |
|
Net profit for the year |
19.5 |
38.3 |
42.1 |
Revenue and Segmental Profit/Loss
The Group continued its five-year double-digit growth in 2025, with revenue increasing by 12% to US$ 188.1 million (up from US$ 167.5 million in 2024). This performance was primarily due to the integration of an additional leased large class vessel, contributing eight months of operational revenue, alongside an increase in average day rates. These offset the impact of lower fleet average utilisation.
Underpinning the revenue growth was an 11% increase in average day rates, which reached US$ 36.6k (compared to US$ 33.1k in 2024). This increase was observed across all vessel classes. We expect continued improvement in 2026 as legacy contracts are being renewed at higher day rates.
The average fleet utilisation softened to 87% (down from 92% in 2024), reflecting the commercial downtime to prepare the vessels for the next contracts, drydocking activities, planned maintenance and geopolitical disruption in the Gulf during June 2025.
The Group's geographical footprint remains concentrated in the Middle East, with Qatar, UAE, and Saudi Arabia collectively contributing 90% of total revenue, while the rest remained in the European renewables market. Looking ahead, we will deploy an additional vessel to Europe in 2026 that will strengthen our footprint in the offshore wind sector, while maintaining our exposure to the traditional oil and gas industry. We also continue to explore strategic entries into new territories to strengthen our geographic diversification.
The table below shows the contribution to revenue and gross profit by each vessel class during the year.
|
|
Revenue US$'000 |
Gross profit before depreciation, amortisation and impairment charges US$'000 |
||
|
Vessel Class |
2025 |
2024 |
2025 |
2024 |
|
E-Class vessels |
87,381 |
71,799 |
61,973 |
52,269 |
|
S-Class vessels |
46,053 |
42,286 |
35,325 |
30,141 |
|
K-Class vessels |
54,684 |
53,409 |
29,218* |
31,381 |
|
Total |
188,118 |
167,494 |
126,516 |
113,791 |
* K-Class vessels reduced due to commercial downtime to prepare the vessels for the next contracts and drydocking activities.
We recently announced the acquisition of a brand-new mid-class vessel to support our growth. However, the ongoing geopolitical situation in the Gulf region has already impacted our operations for 2026. As the duration of this conflict remains unknown, the full impact of this disruption cannot yet be fully quantified.
Cost of Sales, Impairment and Administrative Expenses
Cost of sales for the year increased to US$ 108.3 million (2024: US$ 85.1 million), mainly driven by the operational overhead of our new leased vessel, alongside increases in staff costs and costs for meeting client specifications.
The Group recorded a net impairment loss on non-financial assets of US$ 10.1 million compared to the net reversal of US$ 9.2 million in the prior year. Refer to Notes 5 and 7 in the consolidated financial statements for further details.
General and administrative expenses improved to US$ 15.4 million (2024: US$ 17.0 million).
Adjusted EBITDA
Our Adjusted EBITDA increased by 12% reaching US$ 112.9 million (2024: US$ 100.4 million), highlighted by the improvement in revenue but offset by the increase in the total underlying expenses. This performance exceeded our revised upward guidance of US$ 101-109 million. Despite the inflationary environment, we maintained our Adjusted EBITDA margin at 60%, consistent with the prior year.
Subsequent to year end, there is renewed geopolitical conflict in the Gulf region. As the situation is fluid and ongoing, we are currently assessing the impact of these events on our performance and will provide an update to our previously issued adjusted EBITDA guidance for 2026 of US$ 105 million to US$ 115 million when the situation becomes clearer. The recent acquisition of a brand-new mid-class vessel, which has already been earmarked for a number of identified commercial opportunities, as well as the proactive approach on geographical diversification, will partially offset the challenges in the Gulf region.
Please refer to Note 30 for further details.
Finance Expense and Derivatives
Finance expense decreased by 36% to US$ 15.0 million (2024: US$ 23.5 million). This significant saving was primarily driven by the full-year impact of our successful December 2024 refinancing, which secured a more favourable interest margin, combined with our proactive gross debt reduction and a softening of market interest rates.
During 2025, we entered an interest rate swap to partially mitigate variable rate exposure. The portion of gross debt hedged by interest rate swaps rose from US$ 32.7 million at year-end to US$ 89.7 million by January 2026. Further, forward foreign exchange contracts were executed to fully neutralise the USD/AED fluctuations associated with our term loan repayments. GMS recognised a cost of US$ 0.6 million related to these new instruments.
Following the exercise and subsequent expiry of all remaining warrants obligation on 30 June 2025, its impact on the profit or loss narrowed to US$ 4.2 million (2024: US$ 5.3 million).
Earnings
The Group posted a net profit of US$ 19.5 million (2024: US$ 38.3 million). In 2025, our adjusted EBITDA rose to US$ 112.9 million (2024: US$ 100.4 million) while finance expense decreased to US$ 15.0 million (2024: US$ 23.5 million). Despite these gains, our net profit was impacted by the combined impact of net impairment loss on non-financial assets of US$ 10.1 million (2024: US$ 9.2 million reversal of impairment), higher depreciation and amortisation charges of US$ 48.1 million (2024: US$ 36.2 million) and higher tax expenses of US$ 16.3 million (2024: US$ 4.9 million) primarily due to the one-time impact of the tax ruling received which was announced on 14 May 2025.
Capital Expenditure
Capital expenditure increased to US$ 30.0 million (2024: US$ 8.8 million), of which US$ 3.1 million (2024: US$ 2.8 million) is the spending to capital work in progress for property and equipment. The spending was largely attributable to drydocking activities and strategic non-recurring upgrades to remain competitive and to meet clients' demand for both new and existing contracts.
Subsequent to year end, GMS acquired a brand-new mid-class vessel which has already been earmarked for a number of identified commercial opportunities. This acquisition supports the Group's strategic objective of doubling its 2024 adjusted EBITDA by 2030.
Cash Flow and Liquidity
The Group continues to deliver positive net operating cash flows of US$ 88.4 million (2024: US$ 103.6 million). The year-on-year variance primarily reflects an increase in trade receivables and accrued income in line with the improvement in revenue during the last quarter of the year as well as due to higher tax settlements. Additionally, cash flows were impacted by payments of advances to suppliers and mobilisation costs, which are needed to prepare the vessels for the next contracts and for various upgrades. We remain focused on working capital efficiency to ensure our operational success results in strong cash flow.
Due to spending on drydock activities as well as on strategic non-recurring upgrades to remain competitive and to meet clients' requirements for both new and existing contracts, net cash outflow on investing activities rose to US$ 25.3 million (2024: US$ 8.8 million).
Net cash used in financing activities amounted to US$ 75.4 million (2024: US$ 63.5 million). This reflects our disciplined approach to deleveraging, with US$ 56.8 million (2024: US$ 39.9 million) allocated to debt repayments and refinancing transaction costs. Notably, our interest payments related to bank borrowings significantly decreased to US$ 12.6 million (2024: US$ 21.6 million), while the payments related to principal and interest elements of leases increased to US$ 11.4 million (2024: US$ 4.9 million). These outflows were partially offset by US$ 6.1 million (2024: US$ 3.8 million) in net proceeds from the exercise of warrants.
Balance Sheet
Assets: Total non-current assets increased to US$ 620.8 million (2024: US$ 608.3 million) as of 31 December 2025. This expansion was primarily driven by right-of-use (ROU) assets of US$ 30.2 million, mainly related to our new leased vessel. While our capital expenditure increased to US$ 30.0 million, the net carrying value was offset by depreciation and amortisation charges of US$ 36.0 million. Furthermore, the Group recorded a net impairment loss on non-financial assets of US$ 10.1 million, compared to the net reversal of US$ 9.2 million in the prior year.
Our current asset position increased to US$ 79.1 million (2024: US$ 74.8 million). This growth reflects an increase in trade receivables and accrued revenue, which reached a combined US$ 39.8 million (2024: US$ 29.8 million), in line with the increase in revenue during the last quarter of the year. Additionally, our advances to suppliers and prepaid mobilisation costs increased for the upcoming contract commitments as well as for various upgrades. Further, cash and cash equivalents decreased to US$ 27.8 million (2024: US$ 40.0 million) due to repayment of bank borrowings, capital expenditure as well as higher payment of taxes.
Liabilities: Total liabilities reduced by US$ 22.7 million to US$ 277.7 million (2024: US$ 300.4 million). This improvement was primarily driven by a US$ 55.8 million reduction in bank borrowings (net of unamortised costs), and a US$ 8.6 million decrease in derivative financial instruments following the exercise and expiry of our warrant obligations on 30 June 2025. These reductions were partially offset by a US$ 30.0 million increase in lease liabilities mainly related to our new leased vessel, a US$ 7.0 million rise in tax liabilities primarily due to the one-time impact of the tax ruling received which was announced on 14 May 2025, and a US$ 5.0 million increase in trade payables in line with our higher operational and capital expenditure activities.
As of 31 December 2025, the Group maintained a net current liability position of US$ 35.8 million (2024: US$ 25.7 million). Management continues to rigorously monitor the liquidity profile, with a specific focus on short-term cash flow forecasting. This disciplined oversight ensures we maintain the necessary liquidity to meet all current obligations, especially the principal repayments of our bank borrowings due within the next 12 months.
Equity: The Group's equity position strengthened in 2025, primarily driven by the retention of net profit achieved during the year. Furthermore, our share capital and share premium accounts saw a combined increase of US$ 19.4 million, resulting from the exercise of the warrants.
Net Bank Debt and Leverage
Net bank debt reduced to US$ 156.6 million (2024: US$ 201.2 million), highlighted by the voluntary settlement of US$ 56.8 million in bank borrowings ahead of their contractual maturity. This reflects our disciplined approach in maintaining an optimal net leverage ratio, which is down to 1.39x (2024: 2.0x), enhancing our credit profile and financial flexibility.
The full-year impact of our December 2024 refinancing significantly contributed to a 36% reduction in finance expenses to US$ 15.0 million (2024: US$ 23.5 million). Beyond direct interest savings, the improved terms provided the necessary capital agility to support our capital expenditure program and our shareholder distribution policy, effectively aligning our capital structure with our long-term growth objectives.
Subsequent to year end, GMS obtained a bridge loan amounting to US$ 37.4 million to acquire a new mid-class vessel. Following this acquisition, the Group's net leverage remains below 2.0x, excluding any adjusted EBITDA contribution from this vessel.
Going Concern
The Directors have assessed the Group's financial position through to June 2027 and hold a reasonable expectation of its ability to continue as a going concern for the foreseeable future.
The ongoing geopolitical situation in the Gulf region has escalated since early January 2026, resulting in increased volatility in oil and gas markets and some disruptions to the Group's offshore operations, including the contractual declaration of force majeure by one of its customers. Recent announcements indicate that a temporary ceasefire of two weeks has been agreed, however, the extent to which this arrangement will translate into a sustained de-escalation is uncertain. Management is actively assessing the ongoing impact of these developments on the Group's operations, liquidity and financial outlook.
For further details please refer to the Going Concern disclosure in Note 3 of the consolidated financial statements.
Related Party Transactions
Apart from the remuneration of Directors and other key management personnel, there are no material related party transactions that happened during the year.
Total transactions with related parties decreased to US$ 46k (2024: US$ 541k) with affiliates of MZI Holding Limited, the Group's largest shareholder (22.71%).
All related party transactions have been conducted at arm's length. This process ensures that the terms and conditions of such transactions are fair, reasonable, and comparable to those that would be available in similar transactions with unrelated third parties.
Further details can be found on Note 23 of the consolidated financial statements.
Adjusting Items
The Group presents adjusted results, in addition to the statutory results, as the Directors consider that they provide a useful indication of performance. A reconciliation between the adjusted non-GAAP and statutory results is provided in Note 30 of the consolidated financial statements with further information provided in the Glossary.
Evolving Geopolitical Developments
The ongoing geopolitical situation in the Gulf region has already impacted our operations for 2026. As the duration of this conflict remains unknown and the impact cannot yet be fully quantified at this time, the Board has decided not to declare a dividend at this time pending further assessment of the geopolitical situation, while reaffirming the capital allocation policy.
Our disciplined approach towards achieving an optimal net leverage ratio over the past recent years enhanced our credit profile and financial flexibility. As our net leverage ratio as of 31 December 2025 is now down to 1.39x, from as high as 8.06x 5 years ago, this gives us the necessary resilience and agility to navigate these geopolitical headwinds.
Alex Aclimandos
Chief Financial Officer
13 April 2026
|
|
Notes |
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
Revenue |
29,32 |
188,118 |
|
167,494 |
|
|
|
|
|
|
|
Cost of sales |
|
(108,292) |
|
(85,079) |
|
Impairment loss on non-financial assets |
5,7,29 |
(22,082) |
|
(9,394) |
|
Reversal of impairment on non-financial assets |
5,29 |
12,009 |
|
18,621 |
|
Impact of expected credit losses |
9 |
319 |
|
(2,006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
70,072 |
|
89,636 |
|
|
|
|
|
|
|
General and administrative expenses |
|
(15,382) |
|
(17,028) |
|
|
|
|
|
|
|
Operating profit |
|
54,690 |
|
72,608 |
|
|
|
|
|
|
|
Finance income |
33 |
8 |
|
89 |
|
Impact of change in fair value of derivatives |
11 |
(4,793) |
|
(5,348) |
|
Finance expense |
34 |
(14,962) |
|
(23,517) |
|
Foreign exchange loss, net |
35 |
(637) |
|
(674) |
|
Other income |
|
1,450 |
|
23 |
|
|
|
|
|
|
|
Profit for the year before taxation |
|
35,756 |
|
43,181 |
|
|
|
|
|
|
|
Taxation charge for the year |
8 |
(16,297) |
|
(4,921) |
|
|
|
|
|
|
|
Net profit for the year |
|
19,459 |
|
38,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income - items that may be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
Net exchange gain / (loss) on translation of foreign operations |
|
357 |
|
(90) |
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
19,816 |
|
38,170 |
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
18,895 |
|
37,976 |
|
Non-controlling interest |
18 |
564 |
|
284 |
|
|
|
|
|
|
|
|
|
19,459 |
|
38,260 |
|
|
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
19,252 |
|
37,886 |
|
Non-controlling interest |
18 |
564 |
|
284 |
|
|
|
|
|
|
|
|
|
19,816 |
|
38,170 |
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
Basic (cents per share) |
31 |
1.67 |
|
3.61 |
|
Diluted (cents per share) |
31 |
1.64 |
|
3.39 |
|
|
|
|
|
|
All results are derived from continuing operations each year. There are no discontinued operations in either year.
The attached notes 1 to 37 form an integral part of these consolidated financial statements.
|
|
Notes |
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property and equipment |
5 |
575,032 |
|
592,233 |
|
Dry docking expenditure |
6 |
15,577 |
|
11,867 |
|
Right-of-use assets |
7 |
30,235 |
|
4,225 |
|
|
|
|
|
|
|
Total non-current assets |
|
620,844 |
|
608,325 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade receivables |
9 |
33,929 |
|
25,575 |
|
Prepayments, advances and other receivables |
10 |
17,399 |
|
9,229 |
|
Cash and cash equivalents |
12 |
27,755 |
|
40,007 |
|
|
|
|
|
|
|
Total current assets |
|
79,083 |
|
74,811 |
|
|
|
|
|
|
|
Total assets |
|
699,927 |
|
683,136 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
Share capital - Ordinary |
13 |
33,584 |
|
31,472 |
|
Capital redemption reserve |
13 |
46,445 |
|
46,445 |
|
Share premium account |
13 |
129,299 |
|
111,995 |
|
Restricted reserve |
14 |
272 |
|
272 |
|
Group restructuring reserve |
15 |
(49,710) |
|
(49,710) |
|
Capital contribution |
16 |
9,177 |
|
9,177 |
|
Translation reserve |
17 |
(2,275) |
|
(2,632) |
|
Share based payment reserve |
28 |
337 |
|
- |
|
Retained earnings |
17 |
251,574 |
|
232,679 |
|
|
|
|
|
|
|
Attributable to the owners of the Company |
|
418,703 |
|
379,698 |
|
Non-controlling interest |
18 |
3,562 |
|
2,998 |
|
|
|
|
|
|
|
Total equity |
|
422,265 |
|
382,696 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
20 |
42,771 |
|
37,795 |
|
Current tax liability |
|
17,438 |
|
10,430 |
|
Bank borrowings - scheduled repayments within one year |
21 |
37,997 |
|
39,597 |
|
Lease liabilities |
22 |
16,494 |
|
3,503 |
|
Derivative financial instruments |
11 |
144 |
|
9,192 |
|
|
|
|
|
|
|
Total current liabilities |
|
114,844 |
|
100,517 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Provision for employees' end of service benefits |
19 |
2,264 |
|
2,640 |
|
Bank borrowings - scheduled repayments more than one year |
21 |
142,224 |
|
196,425 |
|
Lease liabilities |
22 |
17,833 |
|
858 |
|
Derivative financial instruments |
11 |
497 |
|
- |
|
Total non-current liabilities |
|
162,818 |
|
199,923 |
|
|
|
|
|
|
|
Total liabilities |
|
277,662 |
|
300,440 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
699,927 |
|
683,136 |
The consolidated financial statements were approved by the Board of Directors and authorised for issue on
13 April 2026. Registered Company 08860816. They were signed on its behalf by:
|
|
|
|
|
|
|
|
|
Mansour Al Alami |
|
|
|
Executive Chairman |
|
|
The attached notes 1 to 37 form an integral part of these consolidated financial statements.
|
|
Share capital - Ordinary |
Capital redemption reserve |
Share premium account |
Restricted reserve |
Group restructuring reserve |
Share based payment reserve |
Capital contribution |
Translation reserve |
Retained earnings |
Attributable to the owners of the Company |
Non-controlling interest |
Total equity |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
30,117 |
46,445 |
99,105 |
272 |
(49,710) |
− |
9,177 |
(2,542) |
194,703 |
327,567 |
2,714 |
330,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
− |
− |
− |
− |
− |
− |
− |
− |
37,976 |
37,976 |
284 |
38,260 |
|
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on foreign operations |
− |
− |
− |
− |
− |
− |
− |
(90) |
− |
(90) |
− |
(90) |
|
Total comprehensive income for the year |
− |
− |
− |
− |
− |
− |
− |
(90) |
37,976 |
37,886 |
284 |
38,170 |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
1,355 |
− |
12,973* |
− |
− |
− |
− |
− |
− |
14,328 |
− |
14,328 |
|
Share issuance costs |
− |
− |
(83) |
− |
− |
− |
− |
− |
− |
(83) |
− |
(83) |
|
Total transactions with owners of the Company |
1,355 |
− |
12,890 |
− |
− |
− |
− |
− |
− |
14,245 |
− |
14,245 |
|
At 31 December 2024 |
31,472 |
46,445 |
111,995 |
272 |
(49,710) |
− |
9,177 |
(2,632) |
232,679 |
379,698 |
2,998 |
382,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
− |
− |
− |
− |
− |
− |
− |
− |
18,895 |
18,895 |
564 |
19,459 |
|
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on foreign operations |
− |
− |
− |
− |
− |
− |
− |
357 |
− |
357 |
− |
357 |
|
Total comprehensive income for the year |
− |
− |
− |
− |
− |
− |
− |
357 |
18,895 |
19,252 |
564 |
19,816 |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
2,112 |
− |
17,304 |
− |
− |
− |
− |
− |
− |
19,416 |
− |
19,416 |
|
Share based payment charge |
− |
− |
− |
− |
− |
337 |
− |
− |
− |
337 |
− |
337 |
|
Total transactions with owners of the Company |
2,112 |
− |
17,304 |
− |
− |
337 |
− |
− |
− |
19,753 |
− |
19,753 |
|
At 31 December 2025 |
33,584 |
46,445 |
129,299 |
272 |
(49,710) |
337 |
9,177 |
(2,275) |
251,574 |
418,703 |
3,562 |
422,265 |
*Addition to share premium amount reflects cash proceeds US$ 4.0m (2024: US$ 2.5m) and release of warrants liability of US$ 13.3 (2024: US$ 10.4m) upon exercise of warrants.
Refer to Notes 13 to 17 for description of each reserve.
The attached notes 1 to 37 form an integral part of these consolidated financial statements.
|
|
Notes |
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
Operating activities |
|
|
|
|
|
Profit for the year |
|
19,459 |
|
38,260 |
|
Adjustments for: |
|
|
|
|
|
Depreciation of property and equipment |
5 |
27,837 |
|
26,194 |
|
Finance expenses |
|
13,925 |
|
23,511 |
|
Impact of change in fair value of derivatives |
11 |
4,793 |
|
5,348 |
|
Amortisation of dry-docking expenditure |
6 |
8,149 |
|
5,324 |
|
Depreciation of right-of-use assets |
7 |
12,129 |
|
4,641 |
|
Amortisation of borrowings issue cost |
21 |
1,037 |
|
6 |
|
Income tax expense |
8 |
16,297 |
|
4,921 |
|
Net charge of expected credit losses |
9 |
(319) |
|
2,006 |
|
End of service benefits charge |
19 |
416 |
|
525 |
|
Impairment loss on non-financial assets |
5,7 |
22,082 |
|
9,394 |
|
Reversal of impairment on non-financial assets |
5 |
(12,009) |
|
(18,621) |
|
End of service benefits paid |
19 |
(792) |
|
(280) |
|
Share based payment charge |
28 |
337 |
|
- |
|
Interest income |
33 |
(8) |
|
(89) |
|
Other income |
|
(1,450) |
|
(23) |
|
|
|
|
|
|
|
Cash flows from operating activities before movement in working capital |
|
111,883 |
|
101,117 |
|
Changes in: |
|
|
|
|
|
- trade and other receivables |
|
(16,205) |
|
1,893 |
|
- trade and other payables |
|
1,175 |
|
2,949 |
|
Cash generated from operations |
|
96,853 |
|
105,959 |
|
|
|
|
|
|
|
Taxation paid |
|
(8,413) |
|
(2,399) |
|
|
|
|
|
|
|
Net cash generated from operating activities |
|
88,440 |
|
103,560 |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Payments for additions of property and equipment |
|
(14,454) |
|
(2,788) |
|
Dry docking spend excluding drydock accruals |
|
(10,810) |
|
(6,070) |
|
Interest received |
|
8 |
|
89 |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(25,256) |
|
(8,769) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from issue of share capital on exercise of warrants |
|
6,072 |
|
3,897 |
|
Share issuance cost |
|
- |
|
(83) |
|
Proceeds from bank borrowings |
36 |
- |
|
241,189 |
|
Payment of borrowings issue cost |
36 |
- |
|
(5,173) |
|
Repayment of bank borrowings |
36 |
(56,838) |
|
(275,939) |
|
Interest paid on bank borrowings |
36 |
(12,604) |
|
(21,612) |
|
Principal elements of lease payments |
36 |
(10,745) |
|
(4,478) |
|
Other finance expenses paid |
|
(684) |
|
(790) |
|
Interest paid on leases |
36 |
(637) |
|
(461) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
(75,436) |
|
(63,450) |
|
|
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
|
(12,252) |
|
31,341 |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
40,007 |
|
8,666 |
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
12 |
27,755 |
|
40,007 |
|
Non-cash transactions |
|
|
|
|
|
Recognition of right-of-use assets |
|
41,111 |
|
5,519 |
|
Addition to capital accruals |
|
3,660 |
|
- |
|
Addition / (reversal) to drydock accruals |
|
1,049 |
|
(83) |
|
Release of derivative liability |
|
(13,344) |
|
(10,431) |
The attached notes 1 to 37 form an integral part of these consolidated financial statements.
1 General information
Gulf Marine Services PLC ("GMS" or "the Company") is a company which is limited by shares and is registered and incorporated in England and Wales on 24 January 2014. The Company is a public limited company with operations mainly in the Middle East and Europe. The address of the registered office of the Company is 107 Hammersmith Road, London, United Kingdom, W14 0QH. The registered number of the Company is 08860816. The shareholder pattern of the Group is disclosed in the annual report.
The principal activities of GMS and its subsidiaries (together referred to as "the Group") are chartering and operating a fleet of specially designed and built vessels. All information in the notes relate to the Group, not the Company unless otherwise stated.
The Company and its subsidiaries are engaged in providing self-propelled, self-elevating support vessels, which provide a stable platform for delivery of a wide range of services throughout the total lifecycle of offshore oil, gas and renewable energy activities and which are capable of operations in the Middle East, Europe and other regions.
The financial information for the year ended 31 December 2024 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The independent auditor's report on the full consolidated financial statements for the year ended 31 December 2024 was unqualified, did not draw attention to any matters by way of emphasis and did not include a statement under Section 498 (2) or (3) of the 2006 Companies Act.
The preliminary announcement does not constitute the Group's statutory accounts for the year ended 31 December 2025 but is derived from those accounts. Statutory accounts for the year ended 31 December 2025 were approved by the Directors on 13 April 2026 and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The independent auditor's report on those consolidated financial statements was unqualified including emphasis of matter paragraph on going concern and did not include a statement under Section 498 (2) or (3) of the 2006 Companies Act.
The 2025 Annual Report will be posted to shareholders in advance of the Annual General Meeting.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRSs"), this announcement does not itself contain sufficient information to comply with the disclosure aspects of IFRSs.
The consolidated preliminary announcement of the Group has been prepared in accordance with IFRSs, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRSs. The consolidated financial information has been prepared under the historical cost convention, as modified by the revaluation of derivative financial instruments at fair value.
2 Adoption of new and revised International Financial Reporting Standards (IFRS)
The accounting policies and methods of computation adopted in the preparation of these consolidated financial statements are consistent with those followed in the preparation of the Group's consolidated annual financial statements for the year ended 31 December 2024, except for the adoption of new standards and interpretations effective as at 1 January 2025.
The following new and revised IFRSs have been adopted in these consolidated financial statements. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements.
|
|
Effective for annual periods beginning on or after |
|
Amendments to IAS 21 Lack of Exchangeability |
1 January 2025 |
New and revised IFRSs in issue but not yet effective
At the date of authorisation of these consolidated financial statements, the following new and revised IFRSs were in issue but not yet effective:
|
|
Effective for annual periods beginning on or after |
|
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments and Contracts Referencing Nature-dependent Electricity |
1 January 2026 |
|
Annual improvements to IFRS Accounting Standards - Volume 11 |
1 January 2026 |
|
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 for reporting periods commencing on or after 1 January 2027. The following key changes will apply;
1. Operating profit will be defined as a residual capturing all income and expenses not classified as investing or financing items. 2. The operating profit line will be the start of the cash flow statement. 3. Additional disclosures will be included in the accounts on management defined performance measures. 4. Enhanced guidance is provided on how to group items in the primary financial statements and the notes.
The Group is still assessing the impact of the new standard with respect to the structure of the consolidated statement of profit or loss and other comprehensive income and how information is grouped in the consolidated financial statements including items labeled as other. |
1 January 2027 |
|
IFRS 19 Subsidiaries without Public Accountability Disclosures |
1 January 2027 |
|
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
Optional |
Management anticipates that these new standards, interpretations and amendments will be adopted in the Group's consolidated financial statements as and when they are applicable and the impact of adoption of these new standards, interpretations and amendments is currently being assessed on the consolidated financial statements of the Group before the period of initial application.
3 Material accounting policies
The Group's material accounting policies adopted in the preparation of these consolidated financial statements are set out below. Except as noted in Note 2, these policies have been consistently applied to each of the years presented.
Statement of compliance
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments that are measured at fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
|
· |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
|
· |
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
|
· |
Level 3 inputs are unobservable inputs for the asset or liability. |
The principal accounting policies adopted are set out below.
Going concern
The Directors have assessed the Group's financial position through to June 2027 and hold a reasonable expectation of its ability to continue as a going concern for the foreseeable future.
In December 2024, the Group completed the refinancing of a US$ 300.0 million (AED 1,101.5 million) loan facility (comprising a US$ 250.0 million (AED 924.0 million) term loan amortised over five years and a US$ 50.0 million (AED 177.5 million) working capital facility), denominated in United Arab Emirates Dirhams (AED) with a syndicate of three banks.
The working capital facility includes a cash commitment of US$ 20.0 million, but if no cash is drawn, the full facility remains available for performance bonds and guarantees. The working capital facility expires alongside the main debt facility in December 2029. The three banks, have an equal participation in the term loan and in the working capital facility.
The refinancing was secured at a more favourable interest rate, which is based on EIBOR plus a margin. The margin is determined by a ratchet depending on leverage levels. This has lowered the financing costs and will provide the Group with increased flexibility in capital allocation.
As described in note 37, the ongoing geopolitical situation in the Gulf region has escalated since early January 2026, resulting in increased volatility in oil and gas markets and some disruptions to the Group's offshore operations, including the contractual declaration of force majeure by one of its customers. As the situation is fast evolving and fluid, the effect of the escalations is subject to significant levels of uncertainty, with the full range of possible effects unknown. Recent announcements indicate that a temporary ceasefire of two weeks has been agreed however, the extent to which this arrangement will translate into a sustained de-escalation is uncertain.
Management is actively assessing the potential impact of these developments on personnel safety, customer engagement, operations, financial position and cash flows. Proactive measures are being implemented to address any immediate effects, while contingency plans are being developed to respond to more prolonged scenarios, should the conflict persist. In the event of a sustained or escalating situation, management will reassess the potential implications and implement appropriate mitigating actions, including engagement with lenders where necessary.
While elevated oil and gas prices, driven by the ongoing geopolitical situation, are expected over time to reinforce the focus on production resilience and capacity maintenance, in the near term the operational disruptions are expected to weigh on activity levels and utilisation. Accordingly, the overall impact remains dependent on the duration and severity of the ongoing situation.
The forecast used for going concern reflects management's key assumptions including those around vessel utilisation and day rates, on a vessel-by-vessel basis in light of the ongoing geopolitical situation in the Gulf region. Specifically, these assumptions are:
|
· |
Operations in one of the jurisdictions in the Middle East region remain suspended until mid-June 2026, due to the ongoing geopolitical situation in the Gulf region. |
|
· |
The utilisation for the 18-month period to 30 Jun 2027 is forecasted at 87%. |
|
· |
Pipeline of tenders and opportunities for new contracts that would commence during the forecast period, subject to the timing of resolution of the ongoing geopolitical situation. |
A downside case was prepared using the following assumptions:
|
· |
The geopolitical situation is assumed to persist for an extended period, resulting in operational disruption until 31 Aug 2026 and affecting vessels operating across the Gulf region. |
|
· |
The forecast utilisation for the 18-month period to 30 June 2027 falls to 63%, compared to an average of 87% assumed in the base case cash flow forecasts for this period. |
Based on the above scenario, the Group would not be in breach of its current term loan facility. The downside case is considered to be severe, but it would still leave the Group with sufficient liquidity and in compliance with the covenants under the Group's banking facilities throughout the assessment period.
In addition to the above downside sensitivity, a reverse stress test is also performed by incorporating additional stress to the scenario above to demonstrate a scenario to identify how much revenue and EBITDA would need to be lost to indicate a breach of covenants.
The additional stress assumes a further extension of the offhire period for the Group's vessels in the Middle East from 31 Aug 2026 to 30 Sep 2026. Under this scenario, the Group would breach its covenants, as the Debt Service Cover Ratio and Senior Net Leverage Ratio exceed the permitted level at 31 December 2026. Liquidity headroom is expected to reduce significantly in November 2026, followed by a liquidity shortfall in December 2026.
The results of the reverse stress testing highlight that a prolonged period of geopolitical situation in the Gulf region, resulting in a significant reduction in utilisation levels, constitutes the most severe risk to the Group's ability to maintain adequate liquidity and comply with it banking covenants. The Directors believe that the reversed stress test scenario is only possible in a severe escalation of the geopolitical situation.
The Group acknowledges the uncertainties stemming from the duration and the severity of the geopolitical situation and its impact on the Group's operations, as described above. Under certain circumstances they could result in the Group being in the above reverse stress tested scenario. After a careful consideration of all the factors available to the Group at this time, including information from its clients and their plans, management has concluded that the likelihood of the reverse stress scenario is sufficiently low to not result in a material uncertainty.
Should circumstances arise that differ from the Group's projections, the Directors believe that a number of mitigating actions can be successfully executed in the necessary timeframe to meet debt repayment obligations as they become due and in order to maintain liquidity. Potential mitigating actions include the vessels off hire for prolonged periods be cold stacked to minimise the operating costs on these vessels which has been factored into the downside case. Additional mitigations could be considered including but not limited to reduction in overhead costs, seeking relaxation/waiver from covenant compliance and rescheduling of repayments with lenders.
Management is aware of the broader operating context and acknowledges the potential impact of climate change on the Group's consolidated financial statements. However, it is anticipated that climate change will have limited effect during the going concern assessment period.
After considering reasonable risks and potential downsides in light of the ongoing geopolitical situation in the Gulf region, the Group's forecasts suggest that its bank facilities, combined with secured backlog and a pipeline of near-term opportunities for additional work, subject to the timing of resolution of the geopolitical situation, will provide sufficient liquidity to meet its needs in the foreseeable future. Accordingly, the consolidated financial statements for the Group for the year ended 31 December 2025 have been prepared on a going concern basis.
Basis of consolidation
These consolidated financial statements incorporate the financial statements of GMS and subsidiaries controlled by GMS. The Group has assessed the control which GMS has over its subsidiaries in accordance with IFRS 10 Consolidated Financial Statements, which provides that an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Details of GMS's subsidiaries at 31 December 2025 and 2024 are as follows:
|
|
|
|
Proportion of Ownership Interest |
|
||||
|
Name |
Place of Registration |
Registered Address |
2025 |
2024 |
Type of Activity |
|||
|
|
|
|
|
|
|
|||
|
Gulf Marine Services W.L.L. |
United Arab Emirates |
Office 403, International Tower, 24th Karama Street, P.O. Box 46046, Abu Dhabi, United Arab Emirates |
100% |
100% |
Marine Contractor |
|||
|
Gulf Marine Services W.L.L. - Qatar Branch |
Qatar |
22 Floor, Office 22, Tornado Tower, Majilis Al Tawoon Street, P.O. Box 27774, Doha, Qatar |
100% |
100% |
Marine Contractor |
|||
|
GMS Global Commercial Invt LLC |
United Arab Emirates |
Office 403, International Tower, 24th Karama Street, P.O. Box 46046, Abu Dhabi, United Arab Emirates |
100% |
100% |
General Investment |
|||
|
Gulf Marine Middle East FZE |
United Arab Emirates |
ELOB, Office No. E-16F-04, P.O. Box 53944, Hamriyah Free Zone, Sharjah |
100% |
100% |
Operator of offshore barges |
|||
|
Gulf Marine Saudi Arabia Co. Limited |
Saudi Arabia |
King Fahad Road, Al Khobar, Eastern Province , P.O. Box 31411 Kingdom Saudi Arabia |
75% |
75% |
Operator of offshore barges |
|||
|
Gulf Marine Services LLC |
Qatar |
41 Floor, Tornado Tower, West Bay, Doha, Qatar, POB 6689 |
100% |
100% |
Marine Contractor |
|||
|
Gulf Marine Services (UK) Limited |
United Kingdom |
c/o MacKinnon's, 14 Carden Place, Aberdeen, AB10 1UR |
100% |
100% |
Operator of offshore barges |
|||
|
GMS Jersey Holdco. 1* Limited |
Jersey |
12 Castle Street, St. Helier, Jersey, JE2 3RT |
100% |
100% |
General Investment |
|||
|
GMS Jersey Holdco. 2 Limited |
Jersey |
12 Castle Street, St. Helier, Jersey, JE2 3RT |
100% |
100% |
General Investment |
|||
|
Offshore Holding Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Holding Company |
|||
|
Offshore Logistics Invt SA** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
N/A |
100% |
Dormant |
|||
|
Offshore Accommodation Invt SA** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
N/A |
100% |
Dormant |
|||
|
Offshore Jack-up Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Kamikaze" |
|||
|
Offshore Structure Invt SA |
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Kikuyu" |
|||
|
Offshore Craft Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "GMS Endeavour" |
|||
|
Offshore Maritime Invt SA** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
N/A |
100% |
Dormant |
|||
|
Offshore Tugboat Invt SA** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
N/A |
100% |
Dormant |
|||
|
Offshore Boat Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Kawawa" |
|||
|
Offshore Kudeta Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Kudeta" |
|||
|
GMS Endurance Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Endurance" |
|||
|
GMS Enterprise Investment SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Enterprise" |
|||
|
GMS Sharqi Investment SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Sharqi" |
|||
|
GMS Scirocco Investment SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Scirocco" |
|||
|
GMS Shamal Investment SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Shamal" |
|||
|
GMS Keloa Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Keloa" |
|||
|
GMS Pepper Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Pepper" |
|||
|
GMS Evolution Invt SA |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
100% |
Owner of Barge "Evolution" |
|||
|
GMS Phoenix Investment SA** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
N/A |
100% |
Dormant |
|||
|
Gulf Marine Services (Asia) Pte. Limited |
Singapore |
1 Scotts Road, #21-07, Shaw Centre, Singapore, 228208 |
100% |
100% |
Operator of offshore barges |
|||
|
Gulf Marine Services (Asia) Pte. Limited - Qatar branch |
Qatar |
22 Floor, Office 22, Tornado Tower, Majilis Al Tawoon Street, P.O. Box 27774, Doha, Qatar |
100% |
100% |
Operator of offshore barges |
|||
|
GMS Overseas FZE*** |
United Arab Emirates |
P1-ELOB, Office No. E2-117F-61, Hamriyah Free Zone, Sharjah |
100% |
N/A |
Operator of offshore barges |
|||
|
GMS V15 Investment S.A*** |
Panama |
Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic of Panama |
100% |
N/A |
Owner of Barge |
|||
* Held directly by Gulf Marine Services PLC.
** These dormant subsidiaries wound up on 29 January 2025.
*** GMS Overseas FZE formed on 19 August 2025 & GMS V15 Investment S.A formed on 19 December 2025.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the results of subsidiaries to bring their accounting policies in line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. The interests of non-controlling shareholders are initially measured either at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's interests in subsidiaries 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 to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Group. Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. Fair value is determined as the amount for which an asset could be exchanged, or a liability transferred, between knowledgeable, willing parties in an arm's length transaction.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008) are recognised at their fair value at the acquisition date.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
Revenue recognition
The Group recognises revenue from contracts with customers as follows:
· Charter revenue;
· Lease income;
· Revenue from messing and accommodation services;
· Manpower income;
· Maintenance income;
· Contract mobilisation revenue;
· Contract demobilisation revenue; and
· Sundry income.
Revenue is measured as the fair value of the consideration received or receivable for the provision of services in the ordinary course of business, net of trade discounts, volume rebates, and sales taxes excluding amounts collected on behalf of third parties. Revenue is recognised when control of the services is transferred to the customer.
Consequently, revenue for the provision of services is recognised either:
|
· |
Over time during the period that control incrementally transfers to the customer and the customer simultaneously receives and consumes the benefits. The Group has applied the practical expedient and recognises revenue over time in accordance with IFRS 15 i.e. the amount at which the Group has the right to invoice clients. |
|
· |
Wholly at a single point in time when GMS has completed its performance obligation. |
Revenue recognised over time
The Group's activities that require revenue recognition over time includes the following performance obligation:
Performance obligation 1 - Charter revenue, contract mobilisation revenue, revenue from messing and accommodation services, and manpower income
Chartering of vessels, mobilisations, messing and accommodation services and manpower income are considered to be a combined performance obligation as they are not separately identifiable and the Group's clients cannot benefit from these services on their own or together with other readily available resources. This performance obligation, being the service element of client contracts, is separate from the underlying lease component contained within client contracts which is recognised separately.
Revenue is recognised for certain mobilisation related reimbursable costs. Each reimbursable item and amount is stipulated in the Group's contract with the customer. Reimbursable costs are included in the performance obligation and are recognised as part of the transaction price, because the Group is the primary obligor in the arrangement, has discretion in supplier selection and is involved in determining product or service specifications.
Performance obligation 2 - Sundry income
Sundry income that relates only specifically to additional billable requirements of charter hire contracts are recognised over the duration of the contract. For the component of sundry income that is not recognised over time, the performance obligation is explained below.
Revenue recognised at a point in time
The Group's activities that require revenue recognition at a point in time include the following performance obligations.
Performance obligation 1 - Contract demobilisation revenue
Lump-sum fees received for equipment moves (and related costs) as part of demobilisations are recognised when the demobilisation has occurred at a point in time.
Performance obligation 2 - Sundry income
Sundry Income includes handling charges, which are applied to costs incurred by the Group and subsequently billed to the customer. Revenue is recognised when it is billed to the customer, as this is when the performance obligation is fulfilled, and control has passed to the customer.
Deferred and accrued revenue
Clients are typically billed on the last day of specific periods that are contractually agreed upon. Where there is delay in billing, accrued revenue is recognised in trade and other receivables for any services rendered where clients have not yet been billed (see Note 9).
As noted above, lump sum payments are sometimes received at the outset of a contract for equipment moves or modifications. These lump sum payments give rise to deferred revenue in trade and other payables (see Note 20).
Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for certain short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets.
Low value assets have a low value purchase price when new, typically $5,000 or less, and include items such as tablets and personal computers, small items of office furniture and telephones. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Leases of operating equipment linked to commercial contracts are recognised to match the length of the contract even where the contract term is less than 12 months.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. This is the rate that would be available on a loan with similar conditions to obtain an asset of a similar value.
Lease payments included in the measurement of the lease liability comprise:
|
· |
Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; |
|
· |
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; |
|
· |
The amount expected to be payable by the lessee under residual value guarantees; |
|
· |
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and |
|
· |
Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease. |
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
|
· |
The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
|
· |
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
|
· |
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
Refer note 7 and 22 for the remeasurements made during the year (2024: nil).
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property and Equipment' policy.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.
The Group as a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand‑ alone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub‑lease separately. It assesses the lease classification of a sub‑lease with reference to the right‑of‑use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short‑term lease to which the Group applies the exemption described above, then it classifies the sub‑lease as an operating lease.
The Group's contracts with clients contain an underlying lease component separate to the service element. These leases are classified as operating leases and the income is recognised on a straight line basis over the term of the lease.
The Group applies IFRS 15 to allocate consideration under each component based on its standalone selling price. The standalone selling price of the lease component is estimated using a market assessment approach by taking the market rate, being the contract day rate and deducting all other identifiable components, creating a residual amount deemed to be the lease element.
Property and equipment
Property and equipment is stated at cost which includes capitalised borrowing costs less accumulated depreciation and accumulated impairment losses (if any). The cost of property and equipment is their purchase cost together with any incidental expenses of acquisition. Subsequent expenditure incurred on vessels is capitalised where the expenditure gives rise to future economic benefits in excess of the originally assessed standard of performance of the existing assets.
The costs of contractual equipment modifications or upgrades to vessels that are permanent in nature are capitalised and depreciated in accordance with the Group's fixed asset capitalisation policy. The costs of moving equipment while not under contract are expensed as incurred.
Depreciation is recognised so as to write-off the cost of property and equipment less their estimated residual values over their useful lives, using the straight-line method. The estimated residual values of vessels and related equipment are determined taking into consideration the expected scrap value of the vessel, which is calculated based on the weight and the market rate of steel at the time of asset purchase.
If the price per unit of steel at the consolidated statement of financial position date varies significantly from that on date of purchase, the residual value is reassessed to reflect changes in market value.
The estimated useful lives used for this purpose are:
|
Vessels* |
35 years |
|
Vessel spares, fittings and other equipment* |
3 - 20 years |
|
Others** |
3 - 5 years |
Taking into consideration independent professional advice, management considers the principal estimated useful lives of vessels for the purpose of calculating depreciation to be 35 years from the date of construction of the vessel.
*Depreciation of these assets is charged to cost of sales.
** Depreciation of these assets is charged to general and administrative expenses.
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.
The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised within administrative expenses in the profit or loss. The depreciation charge for the year is allocated between cost of sales and administrative expenses, depending on the usage of the respective assets.
Dry docking
Dry docking costs are costs of repairs and maintenance incurred on a vessel to ensure compliance with applicable regulations and to maintain certification for vessels. The cost incurred for periodical dry docking or major overhauls of the vessels are identified as a separate inherent component of the vessels. These costs depreciate on a straight-line basis over the period to the next anticipated dry docking being approximately 30 months. Costs incurred outside of the dry docking period which relate to major works, overhaul / services, that would normally be carried out during the dry docking, as well as surveys, inspections and third party maintenance (which are part of the dry docking) of the vessels are initially treated as capital work-in-progress ("CWIP") of the specific vessel. Following the transfer of these balances to property and equipment, depreciation commences at the date of completion of the survey. Costs associated with equipment failure are recognised in the profit and loss as incurred.
Capital work-in-progress
Properties and vessels under the course of construction, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Impairment of tangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss or impairment reversal.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The Group also has separately identifiable equipment (corporate assets) which are typically interchangeable across vessels and where costs can be measured reliably. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate. The discount rate reflects risk free rates of returns as well as specific adjustments for country risk in the countries the Group operates in, adjusted for a Company specific risk premium, to determine an appropriate discount rate.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Employees' end of service benefits
In accordance with Labour Laws of some of the countries in which we operate, the Group is required to provide for End of Service Benefits for certain employees.
The only obligation of the Group with respect to end of service benefits is to make the specified lump-sum payments to employees, which become payable when they leave the Group for reasons other than gross misconduct but may be paid earlier at the discretion of the Group. The amount payable is calculated as a multiple of a pre-defined fraction of basic salary based on the number of full years of service.
To meet the requirement of the laws of the countries in which we operate, a provision is made for the full amount of end of service benefits payable to qualifying employees up to the end of the reporting period. The provision relating to end of service benefits is disclosed as a non-current liability. The provision has not been subject to a full actuarial valuation or discounted as the impact would not be material.
The actual payment is typically made in the year of cessation of employment of a qualifying employee but may be pre-paid. If the payment is made in the year of cessation of employment, the payment for end of service benefit will be made as a lump-sum along with the full and final settlement of liability to the employee.
The total expense recognised in profit or loss of US$ 0.4 million (2024: US$ 0.5 million) (Note 19) represents the current period cost for the end of service benefit provision made for employees in accordance with the labour laws of companies where we operate.
Foreign currencies
The Group's consolidated financial statements are presented in US Dollars (US$), which is also the functional currency of the Company. All amounts have been rounded to the nearest thousand, unless otherwise stated. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise, except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
For the purpose of presenting consolidated financial information, the assets and liabilities of the Group's subsidiaries are expressed in US$ using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).
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, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified 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.
Adjusting items
Adjusting items are significant items of income or expense in cost of sales, general and administrative expenses, and net finance costs, which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group's underlying financial performance because of their size, nature or incidence. Adjusting items together with an explanation as to why management consider them appropriate to adjust are disclosed separately in Note 30. The Group believes that these items are useful to users of the Group's consolidated financial statements in helping them to understand the underlying business performance through alternate performance measures that are used to derive the Group's principal non-GAAP measures of adjusted Earnings Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA"), adjusted EBITDA margin, adjusted gross profit/(loss), adjusted operating profit/(loss), adjusted net profit/(loss) and adjusted diluted earnings/(loss) per share, all of which are before the impact of adjusting items and which are reconciled from operating profit/(loss), profit/(loss) before taxation and diluted earnings/(loss) per share. Adjusting items include but are not limited to reversal of impairment credits/(impairment charges), restructuring costs, exceptional legal & tax costs, and non-operational finance related costs.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for each subsidiary based on the jurisdiction in which it operates. Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of the assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the profit or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
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.
Share based payments
Long term incentive plans
The fair value of an equity instrument is determined at the grant date based on market prices if available, taking into account the terms and conditions upon which those equity instruments were granted. If market prices are not available for share awards, the fair value of the equity instruments is estimated using a valuation technique to derive an estimate of what the price of those equity instruments would have been at the relevant measurement date in an arm's length transaction between knowledgeable, willing parties.
Equity-settled share-based payments to employees are measured at the fair value of the instruments, using a binomial model together with Monte-Carlo simulations as at the grant date, and is expensed over the vesting period. The value of the expense is dependent upon certain key assumptions including the expected future volatility of the Group's share price at the date of grant. The fair value measurement reflects all market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Financial assets
Financial assets including derivatives are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss.
The Group has the following financial assets: cash and cash equivalents and trade and other receivables (excluding prepayments and advances to suppliers). These financial assets are classified at amortised cost.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income ("OCI"), it needs to give rise to cash flows that are solely payments of principal and interest ("SPPI") on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e. the date that the Group commits to purchase or sell the asset.
The Group measures financial assets at amortised cost if both of the following conditions are met:
|
· |
the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and |
|
· |
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
As the business model of the Group is to hold financial assets to collect contractual cashflows, they are held at amortised cost.
Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Cash and cash equivalents
Cash and cash equivalents include balances held with banks with original maturities of three months or less and cash on hand.
Trade receivables
Trade receivables represent the Group's right to an amount of consideration that is unconditional (i.e. only the passage of time is required before the payment of the consideration is due).
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all financial assets that are measured at amortised cost or debt instruments measured at fair value through other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the EIR.
For trade and other receivables and accrued revenue, the Group applies a simplified approach. For trade receivables and accrued revenue, the Group recognises loss allowances based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The provision rates are grouped together based on days due for various customer segments that have similar loss patterns (geography, customer type and rating and coverage by letters of credit and other forms of credit insurance).
The Group had an expected credit loss provision of US$ 3.9 million as at 31 December 2025 (31 December 2024: US$ 4.2 million), refer to Note 9 for further details.
The Group considers a financial asset to move into stage 3 and be in default when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Evidence that a financial asset is credit impaired includes the following observable data:
|
· |
significant financial difficulty of the issuer or counterparty; or |
|
· |
default or delinquency in interest or principal payments; or |
|
· |
it becoming probable that the borrower will enter bankruptcy or financial reorganisation. |
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
The Group's financial liabilities include trade and other payables, derivatives, lease liabilities and bank borrowings. All financial liabilities are classified at amortised cost unless they can be designate as at Fair Value Through Profit or Loss ("FVTPL").
Derivatives are not designated as hedging instruments and they are classified as financial liabilities and are held at FVTPL. Derivatives held at FVTPL are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period with the resulting gain or loss recognised in profit or loss immediately.
Trade and other payables, bank borrowings, lease liabilities, amounts due to related parties and contract liabilities are classified at amortised cost and are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the EIR method, with interest expense recognised based on its effective interest rate, except for short-term payables or when the recognition of interest would be immaterial.
The EIR method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The EIR is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.
The Group's loan facility is a floating rate financial liability. The Group treats the loan as a floating rate financial liability and performs periodic estimations to reflect movements in market interest rates and alters the effective interest rate accordingly.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statement of profit or loss.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid is recognised in the consolidated statement of profit or loss and other comprehensive income.
When an existing financial liability is replaced by another on terms which are not substantially modified, the exchange is deemed to be a continuation of the existing liability and the financial liability is not derecognised.
Derivative financial instruments
The Group uses derivative financial instruments, such as interest rate swaps and forward foreign exchange contract to hedge its interest rate risks and foreign exchange risk, respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. All gains and losses arising from changes in fair value are recognised immediately in profit or loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative for the Group.
Warrants
The Group measures the warrants issued at fair value with changes in fair value recognised in the profit or loss.
4 Key sources of estimation uncertainty and critical accounting judgements
In the application of the Group's accounting policies, which are described in Note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In applying the Group's accounting policies during the year, one critical accounting judgement (i.e., relating to a subsidiary of the Group that received a tax assessment from the Saudi tax authorities (ZATCA) regarding the transfer pricing of our inter-group bareboat agreement) is removed because a final assessment has been made and amount settled in May 2025 - refer to Note 8.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are outlined below:
Impairment and reversal of previous impairment of property and equipment
The Group obtained an independent valuation of its vessels as at 31 December 2025 for the purpose of its banking covenant compliance requirements. However, consistent with prior years, management does not consider these valuations to represent a reliable estimate of the fair value for the purpose of assessing the recoverable value of the Group's vessels, noting that there have been limited, if any, "willing buyer and willing seller" transactions of similar vessels in the current offshore vessel market on which such values could reliably be based. Due to these inherent limitations, management concluded that recoverable amount should be based on value in use.
Management carried out an impairment assessment of property and equipment for year ended 31 December 2025. Following this assessment, management determined that the recoverable amounts of the cash generating units to which items of property and equipment were allocated, being vessels and related assets, were most sensitive to future day rates, vessel utilisation and discount rate. It is reasonably possible that changes to these assumptions within the next financial year could require a material adjustment of the carrying amount of the Group's vessels.
Management does not expect an assumption change of more than 10% in aggregate for the entire fleet within the next financial year, and accordingly, believes that a 10% sensitivity to day rates and utilisation is appropriate. Further, for discount rate, management does not expect an assumption change of more than 1% and accordingly, believes that a 1% sensitivity to discount rate is appropriate.
As at 31 December 2025, the total carrying amount of the property and equipment, drydocking expenditure, and right of use assets subject to estimation uncertainty was US$ 620.8 million (2024: US$ 608.3 million). Refer to Note 5 for further details including sensitivity analysis.
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all financial assets that are measured at amortised cost or debt instruments measured at fair value through other comprehensive income. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the EIR.
Management carried out an impairment assessment of trade receivables and contract assets for the year ended
31 December 2025. Following this assessment, management considered the following criteria for impairment:
Evidence that a financial asset is credit impaired includes the following observable data:
|
· |
significant financial difficulty of the issuer or counterparty; or |
|
· |
default or delinquency in interest or principal payments; or |
|
· |
it becoming probable that the borrower will enter bankruptcy or financial reorganisation. |
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Management concluded that the Group had an expected credit loss reversal of US$ 0.3 million
(2024: net charge of US$ 2.0 million), refer to Notes 9 for further details.
Tax provision
In determining the amount of tax provisions recognised, management is required to exercise judgement in interpreting applicable tax legislation and applying it to the Group's arrangements. This includes assessing exposures arising from prior positions taken and determining the appropriate amount to provide based on management's best estimate at the reporting date.
The provision recognised reflects management's assessment of the likely outcome based on the information available at the reporting date.
5 Property and equipment
|
|
Vessels |
|
Capital work-in-progress |
|
Vessel spares, fitting and other equipment |
|
Others |
|
Total |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
898,200 |
|
10,569 |
|
60,757 |
|
2,250 |
|
971,776 |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
− |
|
2,788 |
|
− |
|
− |
|
2,788 |
|
Transfers |
− |
|
(3,502) |
|
3,502 |
|
− |
|
− |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
898,200 |
|
9,855 |
|
64,259 |
|
2,250 |
|
974,564 |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
11,365 |
|
3,149 |
|
3,378 |
|
222 |
|
18,114 |
|
Transfers |
3,189 |
|
(3,817) |
|
628 |
|
− |
|
− |
|
Disposals |
− |
|
− |
|
− |
|
(5) |
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
912,754 |
|
9,187 |
|
68,265 |
|
2,467 |
|
992,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels |
|
Capital work-in-progress |
|
Vessel spares, fitting and other equipment |
|
Others |
|
Total |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
335,987 |
|
2,845 |
|
24,471 |
|
2,061 |
|
365,364 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense (Note 35) |
22,379 |
|
− |
|
3,673 |
|
142 |
|
26,194 |
|
Impairment charge |
9,394 |
|
− |
|
− |
|
− |
|
9,394 |
|
Reversal of impairment |
(18,621) |
|
− |
|
− |
|
− |
|
(18,621) |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
349,139 |
|
2,845 |
|
28,144 |
|
2,203 |
|
382,331 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense (Note 35) |
23,549 |
|
− |
|
4,210 |
|
78 |
|
27,837 |
|
Disposals |
− |
|
− |
|
− |
|
(5) |
|
(5) |
|
Impairment charge |
19,487 |
|
− |
|
− |
|
− |
|
19,487 |
|
Reversal of impairment |
(12,009) |
|
− |
|
− |
|
− |
|
(12,009) |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
380,166 |
|
2,845 |
|
32,354 |
|
2,276 |
|
417,641 |
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
532,588 |
|
6,342 |
|
35,911 |
|
191 |
|
575,032 |
|
At 31 December 2024 |
549,061 |
|
7,010 |
|
36,115 |
|
47 |
|
592,233 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation amounting to US$ 27.8 million (2024: US$ 26.2 million) has been charged to the consolidated statement of profit or loss and other comprehensive income, of which US$ 27.7 million (2024: US$ 26.1 million) was allocated to cost of sales. The remaining balance of the depreciation charge is included in general and administrative expenses.
Vessels with a total net book value of US$ 532.6 million (2024: US$ 549.1 million), have been mortgaged as security for the loans extended by the Group's banking syndicate (Note 21).
Impairment
In accordance with the requirements of IAS 36 - Impairment of Assets, the Group assesses at each reporting period if there is any indication an additional impairment would need to be recognised for its vessels and related assets, or if the impairment loss recognised in prior periods no longer exists or had decreased in quantum. Such indicators can be from either internal or external sources. In circumstances in which any indicators of impairment or impairment reversal are identified, the Group performs a formal impairment assessment to evaluate the carrying amounts of the Group's vessels and their related assets, by comparing against the recoverable amount to identify any impairments or reversals. The recoverable amount is the higher of the vessels and related assets' fair value less costs to sell and value in use.
The Group's fleet was subject to impairment assessments during fiscal years 2019 to 2024. Based on the impairment assessment reviews conducted in previous years, management recognised impairment losses and partial reversal of those impairment losses.
As at 31 December 2025, and in line with IAS 36 requirements, management concluded that a formal impairment assessment was required. Factors considered by management included favourable indicators, such as improvement in utilisation, day rates for some of the Group's vessels and decrease in interest rate, and unfavourable indicators including the market capitalisation of the Group remaining below the book value of the Group's equity.
The Group obtained an independent valuation of its vessels as at 31 December 2025 for the purpose of its banking covenant compliance requirements. However, consistent with prior years, management does not consider these valuations to represent a reliable estimate of the fair value for the purpose of assessing the recoverable value of the Group's vessels, noting that there have been limited, if any, "willing buyer and willing seller" transactions of similar vessels in the current offshore vessel market on which such values could reliably be based. Due to these inherent limitations, management has again concluded that recoverable amount should be based on value in use.
The impairment review was performed for each cash-generating unit, by identifying the value in use of each vessel and of spares fittings, capitalised dry-docking expenditure, capital work in progress and right-of-use assets relating to operating equipment used on the fleet, based on management's projections of future utilisation, day rates and associated cash flows.
The projection of cash flows related to vessels and their related assets is complex and requires the use of a number of estimates, the primary ones being future day rates, vessel utilisation and discount rate.
In estimating the value in use, management estimated the future cash inflows and outflows to be derived from continuing use of each vessel and its related assets for the next four years based on its latest forecasts. The terminal value cash flows (i.e., those beyond the 4-year period) were estimated based on historic mid-cycle day rates and utilisation levels calculated by looking back as far as 2014, when the market was at the top of the cycle through to 2022 levels as the industry starts to emerge out of the bottom of the cycle, adjusted for anomalies. The terminal value cash flow assumptions are applied until the end of the estimated useful economic life of each vessel, which is consistent with the prior year. Such long-term forecasts also take account of the outlook for each vessel having regard to their specifications relative to expected customer requirements and about broader long-term trends including climate change.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate. The discount rate of 10.85% (2024: 11.98%) is computed on the basis of the Group's weighted average cost of capital. The cost of equity incorporated in the computation of the discount rate is based on the industry sector average betas, risk-free rate of return as well as Group specific risk premium reflecting any additional risk factors relevant to the Group. The cost of debt is based on the Group's actual cost of debt and the effective cost of debt reported by the peer group as at 31 December 2025. The weighted average is computed based on the industry capital structure.
The impairment review led to the recognition of a net impairment of US$ 7.5 million (2024: net impairment reversal of US$ 9.2 million). The key reason for the net impairment reflects a combination of a decrease in projected future cash flows, partially offset by improvements in the discount rate from 11.98% to 10.85% predominantly driven by reductions in the cost of debt and equity of the Group.
In accordance with the Companies Act 2006, section 841(4), the following has been considered:
|
a) |
the Directors have considered the value of some/all of the fixed assets of the Group without revaluing them; and |
|
b) |
the Directors are satisfied that the aggregate value of those assets are not less than the aggregate amount at which they were stated in the Group's accounts. |
Details of the impairment / impairment reversal by cash-generating unit, along with the associated recoverable amount reflecting its value in use, are provided below:
|
Cash Generating Unit (CGUs) |
Impairment reversal / (Impairment) 2025 US$'000 |
Recoverable amount 2025 US$'000 |
Impairment reversal / (Impairment) 2024 US$'000 |
Recoverable amount 2024 US$'000 |
|
E-Class -1 |
- |
87,135 |
- |
89,296 |
|
E-Class -2 |
9,857 |
66,622 |
404 |
59,257 |
|
E-Class -3 |
- |
92,484 |
- |
88,128 |
|
E-Class -4 |
1,567 |
108,726 |
14,099 |
98,435 |
|
E-class |
11,424 |
354,967 |
14,503 |
335,116 |
|
S-Class -1 |
- |
66,029 |
- |
61,870 |
|
S-Class -2 |
- |
71,038 |
- |
64,196 |
|
S-Class -3 |
- |
68,340 |
- |
65,065 |
|
S-class |
- |
205,407 |
- |
191,131 |
|
K-Class -1 |
(7,861) |
10,969 |
(1,168) |
14,750 |
|
K-Class -2 |
(5,030) |
14,434 |
3,287 |
18,859 |
|
K-Class -3 |
(3,170) |
10,630 |
(4,402) |
14,018 |
|
K-Class -4 |
585 |
14,694 |
(1,168) |
14,992 |
|
K-Class -5 |
(3,426) |
14,671 |
(2,656) |
18,361 |
|
K-Class -6 |
- |
50,725 |
831 |
50,190 |
|
K-class |
(18,902) |
116,123 |
(5,276) |
131,170 |
|
Total |
(7,478) |
676,497 |
9,227 |
657,417 |
The impairment assessment has been conducted without incorporating the impact of the ongoing geopolitical situation in the Gulf region, which has been treated as a non-adjusting subsequent event, as disclosed in note 37. Given the fast-evolving and fluid nature of the situation, the financial impact remains highly uncertain, with the full range of potential effects unknown. Nevertheless, had the geopolitical developments been reflected in the forecast assumptions used in the going concern base case subsequent to the reporting date, the value in use would have decreased by approximately US$ 28.6 million, resulting in an increase in the impairment loss of approximately US$ 18.2 million.
The table below compares the long-term day rate and utilization assumptions used to project future cash flows from 2030 onward (the terminal value) with the day rates for 2026:
|
Vessels class |
Day rate change % on 2026 levels |
Utilisation change % on 2026 levels |
|
E-Class CGUs |
-3% |
-8% |
|
S-Class CGUs |
-5% |
-4% |
|
K-Class CGUs |
-23% |
-18% |
The table below compares the long-term day rate and utilisation assumptions used to forecast future cash flows during the year ended 31 December 2025 against the Group's long-term assumptions in the impairment assessment performed as at 31 December 2024:
|
Vessels class |
Day rate change % on 2025 levels |
Utilisation change % on 2025 levels |
|
E-Class CGUs |
0.0% |
0.0% |
|
S-Class CGUs |
0.0% |
0.0% |
|
K-Class CGUs |
0.0% |
0.0% |
The impairment reversal recognised on E-Class vessels reflect further increases in short-term assumptions on day rates and utilisation relative to the Group's previous forecasts.
The net impairment recognised on the Group's K-Class vessels primarily reflects the changes in short-term forecast day rates and utilisation. When reviewing the longer-term assumptions, the Group has continued to assume a lower day rate and utilisation for terminal values to reflect higher competition in the market for smaller vessels.
Key assumption sensitivities
The Group has conducted an analysis of the sensitivity of the impairment test to reasonable possible changes in the key assumptions (long-term day rates, utilisation and pre-tax discount rates) used to determine the recoverable amount for each vessel as follows:
Day rates
|
|
Day rates higher by 10% |
Day rates lower by 10% |
||
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
24.1 |
1.0 |
(8.2) |
2.0 |
|
S-Class CGUs |
- |
- |
(2.6) |
1.0 |
|
K-Class CGUs |
1.8 |
5.0 |
(47.9) |
6.0 |
|
Total fleet |
25.9 |
6.0 |
(58.7) |
9.0 |
*This reversal of impairment / (impairment charge) is calculated on carrying values before the adjustment for impairment reversals in 2025.
There would be incremental impairment reversal of US$ 33.4 million and impairment charge of US$ 51.2 million for the 10% increase and decrease in day rates assumption respectively. There would be no additional effect of impairment charge on corporate assets under the day rates sensitivity.
The total recoverable amounts of the Group's vessels as at 31 December 2025 would have been US$ 797.3 million under the increased day rates sensitivity and US$ 555.7 million for the reduced day rate sensitivity.
Utilisation
|
|
Utilisation higher by 10% |
Utilisation lower by 10% |
||
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
21.2 |
1.0 |
(8.2) |
2.0 |
|
S-Class CGUs |
- |
- |
(2.6) |
1.0 |
|
K-Class CGUs |
- |
5.0 |
(47.9) |
6.0 |
|
Total fleet |
21.2 |
6.0 |
(58.7) |
9.0 |
*This reversal of impairment / (impairment charge) is calculated on carrying values before the adjustment for impairment reversals in 2025.
There would be incremental impairment reversal of US$ 28.6 million and impairment charge of US$ 51.2 million for the 10% increase and decrease in utilisation assumption respectively. There would be no additional effect of impairment charge on corporate assets under the utilisation sensitivity.
The total recoverable amounts of the Group's vessels as at 31 December 2025 would have been US$ 760.4 million under the increased utilisation sensitivity and US$ 555.7 million for the reduced utilisation sensitivity.
Management would not expect an assumption change of more than 10% across all vessels within the next financial year, and accordingly, believes that a 10% sensitivity to day rates and utilisation is appropriate.
Discount rate
An additional sensitivity analysis was conducted by adjusting the pre-tax discount rate upwards and downwards by 100 basis points (1%). Given that the change in the discount rate from the previous year is less than 100 basis points, such sensitivity was deemed appropriate for this analysis.
|
|
Discount rate higher by 1% |
Discount rate lower by 1% |
||
|
|
|
|
|
|
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
7.3 |
1.0 |
16.0 |
1.0 |
|
S-Class CGUs |
- |
- |
- |
- |
|
K-Class CGUs |
(24.5) |
6.0 |
(16.2) |
5.0 |
|
Total fleet |
(17.2) |
7.0 |
(0.2) |
6.0 |
*This (impairment charge) / impairment reversal is calculated on carrying values before the adjustment for impairment reversals in 2025.
There would be incremental impairment charge of US$ 9.7 million and impairment reversal of US$ 7.3 million for the 10% increase and decrease in pre-tax discount rate assumption respectively.
The total recoverable amounts of the vessels as at 31 December 2025 would have been US$ 723.2 million under the reduced discount rate sensitivity and US$ 635.0 million for the increased discount rate sensitivity.
6 Dry docking expenditure
The movement in dry docking expenditure is summarised as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 1 January |
11,867 |
|
11,204 |
|
Expenditure incurred during the year |
11,859 |
|
5,987 |
|
Amortised during the year (Note 35) |
(8,149) |
|
(5,324) |
|
At 31 December |
15,577 |
|
11,867 |
7 Right-of-use assets
|
|
Buildings |
|
Communications equipment |
|
Operating equipment |
|
Total |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 1 January 2024 |
2,967 |
|
1,145 |
|
11,747 |
|
15,859 |
|
Additions |
240 |
|
1,233 |
|
4,046 |
|
5,519 |
|
Derecognition |
(2,020) |
|
- |
|
(10,885) |
|
(12,905) |
|
At 31 December 2024 |
1,187 |
|
2,378 |
|
4,908 |
|
8,473 |
|
|
|
|
|
|
|
|
|
|
Remeasurement |
- |
|
208 |
|
29,132 |
|
29,340 |
|
Additions |
1,353 |
|
- |
|
10,418 |
|
11,771 |
|
Derecognition |
(19) |
|
- |
|
(1,759) |
|
(1,778) |
|
At 31 December 2025 |
2,521 |
|
2,586 |
|
42,699 |
|
47,806 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
At 1 January 2024 |
2,441 |
|
357 |
|
9,714 |
|
12,512 |
|
Depreciation for the year |
475 |
|
721 |
|
3,445 |
|
4,641 |
|
Derecognition |
(2,020) |
|
- |
|
(10,885) |
|
(12,905) |
|
At 31 December 2024 |
896 |
|
1,078 |
|
2,274 |
|
4,248 |
|
|
|
|
|
|
|
|
|
|
Depreciation for the year |
498 |
|
829 |
|
10,802 |
|
12,129 |
|
Derecognition |
(10) |
|
- |
|
(1,391) |
|
(1,401) |
|
Impairment charge |
- |
|
- |
|
2,595 |
|
2,595 |
|
At 31 December 2025 |
1,384 |
|
1,907 |
|
14,280 |
|
17,571 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
At 31 December 2025 |
1,137 |
|
679 |
|
28,419 |
|
30,235 |
|
At 31 December 2024 |
291 |
|
1,300 |
|
2,634 |
|
4,225 |
As disclosed in note 5, management has undertaken a comprehensive impairment assessment of its non-financial assets. As a result, an impairment of US$ 2.6 million is recognised on right of use assets.
The consolidated statement of profit or loss and other comprehensive income includes the following amounts relating to leases.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Depreciation of right of use assets (Note 35) |
12,129 |
|
4,641 |
|
Expense relating to short term leases or leases of low value assets (Note 35) |
554 |
|
260 |
|
Lease charges included in operating activities |
12,683 |
|
4,901 |
|
Interest on lease liabilities (Note 34) |
637 |
|
461 |
|
Lease charges included in profit before tax |
13,320 |
|
5,362 |
|
|
|
|
|
The total cash outflow for leases amounted to US$ 11.9 million for the year ended 31 December 2025 (2024: US$ 5.2 million).
8 Taxation charge for the year
Tax is calculated at the rates prevailing in the respective jurisdictions in which the Group operates. The overall effective rate is the aggregate of taxes paid in jurisdictions where income is subject to tax (being principally Qatar, the United Kingdom, Saudi Arabia and United Arab Emirates), divided by the Group's profit.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Profit for the year before tax |
35,756 |
|
43,181 |
|
|
|
|
|
|
Tax at the UK corporation tax rate of 25% (2024: 25%) |
8,939 |
|
10,795 |
|
Effect of different tax rates in overseas jurisdictions |
(1,509) |
|
(849) |
|
Expense not deductible for tax purposes |
25,003 |
|
7,323 |
|
Overseas taxes |
3,166 |
|
1,698 |
|
Increase in unrecognised deferred tax |
1,777 |
|
1,764 |
|
Change in estimates of tax provisions |
11,726 |
|
2,236 |
|
Income not taxable for tax purposes |
(32,805) |
|
(18,046) |
|
|
|
|
|
|
Total tax charge |
16,297 |
|
4,921 |
During the year, the tax rates on profits were 10% in Qatar (2024: 10%), 25% in the United Kingdom (2024: 25%), 20% in Saudi Arabia (2024: 20%) and 9% in United Arab Emirates (2024: 9%) applicable to the portion of profits generated from respective jurisdictions. The Group also incurred 2.5% Zakat tax (an obligatory tax to donate 2.5% of retained earnings each year) on the portion of profits generated in Saudi Arabia (2024: 2.5%).
The Group incurs 5% withholding tax on remittances from Saudi Arabia (2024: 5%). The withholding tax included in the current tax charge amounted to US$ 1.7 million (2024: US$ 1.9 million).
The Group expects the overall effective tax rate in the future to vary according to local tax law changes in jurisdictions which incur taxes, as well as any changes to the share of Group's profits or losses which arise in tax paying jurisdictions.
At the consolidated statement of financial position date, the Group has unused tax losses of US$ 42.9 million (2024: US$ 38.2 million), arising from UK operations, available for offset against future profits with an indefinite expiry period. Only one E-class vessel operates in UK with one more expected to operate from 2026. Based on the projections, there are insufficient future taxable profits to justify the recognition of a deferred tax asset. On this basis no deferred tax asset has been recognised in the current or prior year. The unrecognised deferred tax asset calculated at the substantively enacted rate in the UK of 25% amounts to US$ 10.7 million as at 31 December 2025 (2024: US$ 9.5 million).
Any changes to estimates relating to prior periods are presented in the "change in estimates of tax provisions" above.
Factors affecting current and future tax charges
United Kingdom (UK)
In the Spring Budget 2021, the UK Government announced that from 01 April 2023 the corporation tax rate would increase to 25%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates as disclosed in these consolidated financial statements.
The future effective tax rate of the Group could be impacted by changes in tax law, primarily increasing corporation tax rates and increasing withholding taxes applicable to the Group.
United Arab Emirates (UAE)
On 9 December 2022, the UAE Ministry of Finance released Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (Corporate Tax Law or the Law) to enact a Federal Corporate Tax regime in the UAE. This Law has become effective for accounting periods beginning on or after 1 June 2023.
The Group's UAE operations are subject to a 9% corporation tax rate with effect from 01 January 2024 for income exceeding AED 375,000 (US$ 102,000).
GMS has considered deferred tax implications in the preparation of these consolidated financial statements in respect of property and equipment and potential timing differences that could give rise to a deferred tax liability. There are currently no UAE tax laws that would result in such a timing difference. Hence, management has concluded that no adjustments to these consolidated financial statements are necessary.
Kingdom of Saudi Arabia
A subsidiary of the Group received a tax assessment from the Saudi tax authorities (ZATCA) for an amount of US$ 9.2 million (including delay fines) related to the transfer pricing of inter-group bareboat agreement, for the period from 2017 to 2019. On 12 May 2025, the Tax Violations and Disputes Appellate Committee (TVDAC) delivered its unfavourable judgment and, consequently, the Group has paid a total of US$ 5.7 million with respect to this assessment. The Group has obtained a waiver of penalties from ZATCA during the year.
9 Trade receivables
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Trade receivables (gross of allowances) |
37,842 |
|
29,807 |
|
Less: Allowance for expected credit losses |
(3,913) |
|
(4,232) |
|
|
|
|
|
|
Trade receivables |
33,929 |
|
25,575 |
|
|
|
|
|
Gross trade receivables, amounting to US$ 37.8 million (2024: US$ 29.8 million), have been assigned as security against the loans extended by the Group's banking syndicate (Note 21).
Trade receivables disclosed above are measured at amortised cost. Credit periods are granted on a client by client basis. The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal right of offset against any amounts owed by the Group to the counterparty. For details of the calculation of expected credit losses, refer to Note 3.
Impairment has been considered for accrued revenue but is not considered material.
The movement in the allowance for ECL and bad and doubtful receivables during the year was as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 1 January |
4,232 |
|
2,226 |
|
|
|
|
|
|
Net charge of expected credit losses (Note 35) |
(319) |
|
2,006 |
|
|
|
|
|
|
At 31 December |
3,913 |
|
4,232 |
Trade receivables are considered past due once they have passed their contracted due date. The net reversal of expected credit loss provision during the year was US$ 0.3 million (2024: net charge of US$ 2.0 million).
Management carried out an impairment assessment of trade receivables for the year ended 31 December 2025 and concluded that the Group had an expected credit loss provision of US$ 3.9 million as at 31 December 2025
(31 December 2024: US$ 4.2 million).
During January 2023, a customer entered administration. The Group traded with this customer in the past and accordingly, recorded an allowance for 100% of the balance receivable in the previous year. During the year, the Group reassessed the recoverability and accordingly, a reversal of US$ 0.6 million has been recognised.
Included in the Group's trade receivables balance are receivables with a gross amount of US$ 5.2 million
(2024: US$ 4.4 million) which are past due for 30 days or more at the reporting date. At 31 December, the analysis of Trade receivables is as follows:
|
|
|
Number of days past due |
|
|
|||||||||
|
|
Current |
|
< 30 days |
|
31-60 days |
|
61-90 days |
|
91-120 days |
|
> 120 days |
|
Total |
|
|
US$'000 |
|
US'000 |
|
US'000 |
|
US'000 |
|
US'000 |
|
US'000 |
|
US'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
29,872 |
|
2,810 |
|
34 |
|
14 |
|
69 |
|
5,043 |
|
37,842 |
|
Less: Allowance for expected credit losses |
(75) |
|
(8) |
|
- |
|
- |
|
(1) |
|
(3,829) |
|
(3,913) |
|
Net trade receivables 2025 |
29,797 |
|
2,802 |
|
34 |
|
14 |
|
68 |
|
1,214 |
|
33,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
23,933 |
|
1,513 |
|
- |
|
- |
|
- |
|
4,361 |
|
29,807 |
|
Less: Allowance for expected credit losses |
(97) |
|
(5) |
|
- |
|
- |
|
- |
|
(4,130) |
|
(4,232) |
|
Net trade receivables 2024 |
23,836 |
|
1,508 |
|
- |
|
- |
|
- |
|
231 |
|
25,575 |
Seven customers (2024: six) account for 99% (2024: 99%) of the total trade receivables balance (see revenue by segment information in Note 28). When assessing credit risk, ongoing assessments of customer credit and liquidity positions are performed.
10 Prepayments, advances and other receivables
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Accrued revenue |
5,919 |
|
4,237 |
|
Prepayments |
4,451 |
|
2,073 |
|
Deposits* |
213 |
|
95 |
|
Advances to suppliers |
6,816 |
|
2,824 |
|
|
|
|
|
|
At 31 December |
17,399 |
|
9,229 |
* Deposits include bank guarantee deposits of US$ 182K (2024: US$ 39K).
11 Derivative financial instruments
Warrants
Under the terms of the Group's old loan facility, the Group was required to issue warrants to its previous lenders as GMS had not raised US$ 50.0 million of equity by 31 December 2022.
On 2 January 2023, as the US$ 50.0 million equity raise did not take place, therefore 87,621,947 warrants were issued to the previous lenders. Based on the final report prepared by a Calculation Agent, the warrants give right to their holders to acquire 137,075,773 shares at an exercise price of 5.75 pence per share for a total consideration of GBP £7.9 million. Warrant holders will have the right to exercise their warrants up to the end of the term of the loan facility, being 30 June 2025.
During the year, 52,556,697 (2024: 34,218,700) warrants were exercised by the holders resulting in issuance of 82,219,697 (2024: 53,531,734) new ordinary shares with a nominal value of 2p per share and share premium of 3.75p per share. The fair value of the warrants that were exercised was recalculated at the time of exercise. The fair value of warrant exercised was calculated at US$ 13.3 million (2024: US$ 10.4 million). This fair value is added to the actual cash raised of US$ 6.1 million (2024: US$ 3.9 million), in line with Companies Act 2006 to give a total increase in share capital and share premium of US$ 19.4 million (2024: US$ 14.3 million). Issue costs of nil (2024: US$83k) have been reduced from the share premium account. Shares issued as a result of the exercise of warrants were ordinary shares with identical rights and privileges as the existing shares of the Group.
On the expiry date of the warrants i.e., 30 June 2025, 846,550 warrants remained unexercised. These were derecognised and the related fair value of US$ 0.1 million was recognised in the profit or loss during the year.
Interest Rate Swap (IRS)
The Group entered into an IRS during the year to partially hedge its variable interest risk exposure. The notional amount under the IRS is AED 120.0 million (US$ 32.7 million) (31 December 2024: nil) reducing over the term of the IRS on a quarterly basis, maturing on 31 December 2027. The fair value of the IRS as at 31 December 2025 was a liability of US$ 0.1 million (31 December 2024: nil). The unrealised loss for the year is US$ 0.1 million (2024: nil) accordingly, recognised in the consolidated statement of profit or loss and other comprehensive income.
Forward Foreign Exchange Contracts (FX contracts)
The Group entered into FX contracts during the year to hedge its exposure for USD to AED fluctuations for the repayment of its Dirham based term loan. The notional amount of FX contracts is AED 681.8 million (US$ 186.3) million, reducing on a quarterly basis in line with the quarterly principle repayments due on the term loan, maturing on 31 December 2029. The fair value of the contract as at 31 December 2025 was a liability of US$ 0.5 million (31 December 2024: nil). The unrealised loss for the year is US$ 0.5 million (2024: nil) accordingly recognised in the consolidated statement of profit or loss and other comprehensive income.
IFRS 13 fair value hierarchy
The Group has IRS and FX contracts as financial instruments that are classified as Level 2 in the fair value hierarchy. Their fair values are determined by reference to quoted market prices. There have been no transfers of assets or liabilities between levels of the fair value hierarchy. There are no non-recurring fair value measurements.
Derivative financial instruments are made up as follows:
|
|
FX contracts |
|
IRS |
|
Warrants |
|
Total |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
|
|
|
At 1 January 2025 |
- |
|
- |
|
(9,192) |
|
(9,192) |
|
Impact of change in fair value of derivatives |
(510) |
|
(131) |
|
- |
|
(641) |
|
Impact of change in fair value of warrants exercised |
- |
|
- |
|
(4,298) |
|
(4,298) |
|
Derecognition of unexercised warrants |
- |
|
- |
|
146 |
|
146 |
|
Impact on consolidated profit or loss |
(510) |
|
(131) |
|
(4,152) |
|
(4,793) |
|
|
|
|
|
|
|
|
|
|
Derecognition of warrants exercised |
- |
|
- |
|
13,344 |
|
13,344 |
|
|
|
|
|
|
|
|
|
|
As at 31 December 2025 |
(510) |
|
(131) |
|
- |
|
(641) |
|
At 1 January 2024 |
- |
|
- |
|
(14,275) |
|
(14,275) |
|
Derecognition of warrants exercised |
- |
|
- |
|
10,431 |
|
10,431 |
|
Impact of change in fair value of warrants |
- |
|
- |
|
(5,348) |
|
(5,348) |
|
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
- |
|
- |
|
(9,192) |
|
(9,192) |
Derivative financial instruments are presented in the consolidated statement of financial position as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Non-current portion |
|
|
|
|
IRS |
131 |
|
- |
|
FX contracts |
366 |
|
- |
|
|
497 |
|
|
|
Current portion |
|
|
|
|
FX contracts |
144 |
|
- |
|
Warrants |
- |
|
9,192 |
|
|
144 |
|
9,192 |
12 Cash and cash equivalents
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Interest bearing |
|
|
|
|
Held in UAE banks |
3 |
|
1,901 |
|
|
|
|
|
|
Non-interest bearing |
|
|
|
|
Held in UAE banks |
22,113 |
|
36,486 |
|
Held in banks outside UAE |
5,639 |
|
1,620 |
|
|
|
|
|
|
Total cash and cash equivalents |
27,755 |
|
40,007 |
|
|
|
|
|
13 Share capital and other reserves
Ordinary shares at £0.02 per share
|
|
Number of ordinary shares |
|
Ordinary shares |
|
|
(Thousands) |
|
US$'000 |
|
At 1 January 2025 |
1,069,946 |
|
31,472 |
|
|
|
|
|
|
Issue of share capital (Note 11) |
82,220 |
|
2,112 |
|
|
|
|
|
|
As at 31 December 2025 |
1,152,166 |
|
33,584 |
|
|
Number of ordinary shares |
|
Ordinary shares |
|
|
(Thousands) |
|
US$'000 |
|
At 1 January 2024 |
1,016,415 |
|
30,117 |
|
Issue of share capital (Note 11) |
53,531 |
|
1,355 |
|
|
|
|
|
|
As at 31 December 2024 |
1,069,946 |
|
31,472 |
Capital redemption reserve
|
|
Number of ordinary shares |
|
Capital redemption reserve |
|
|
(Thousands) |
|
US$'000 |
|
At 1 January 2024, 2025 |
350,488 |
|
46,445 |
|
|
|
|
|
|
As at 31 December 2024, 2025 |
350,488 |
|
46,445 |
Share premium
|
|
Number of ordinary shares |
|
Share premium account |
|
|
(Thousands) |
|
US$'000 |
|
At 1 January 2025 |
1,069,946 |
|
111,995 |
|
Issue of share capital (Note 11) |
82,220 |
|
17,304 |
|
As at 31 December 2025 |
1,152,166 |
|
129,299 |
|
|
Number of ordinary shares |
|
Share premium account |
|
|
(Thousands) |
|
US$'000 |
|
At 1 January 2024 |
1,016,415 |
|
99,105 |
|
Issue of share capital (Note 11) |
53,531 |
|
12,973 |
|
Share issue cost |
- |
|
(83) |
|
|
|
|
|
|
As at 31 December 2024 |
1,069,946 |
|
111,995 |
Prior to an equity raise on 28 June 2021 the Group underwent a capital reorganisation where all existing ordinary shares with a nominal value of 10 pence per share were subdivided and re-designated into 1 ordinary share with a nominal value of 2 pence and 1 deferred share with a nominal value of 8 pence each. The previously recognised share capital balance relating to the old 10p ordinary shares was allocated pro rata to the new subdivided 2p ordinary shares and 8p deferred shares. The deferred shares had no voting rights and no right to the profits generated by the Group. On winding-up or other return of capital, the holders of deferred shares had extremely limited rights, if any. The Group had the right but not the obligation to buyback all of the deferred shares for an amount not exceeding £1.00 in aggregate, which with the shareholders approval, was completed on 30 June 2022. Accordingly, 350,487,787 deferred shares were cancelled. Following the cancellation of the Deferred shares on 30 June 2022, a transfer of $46.4 million was made from Share capital - Deferred to a Capital redemption reserve. There was no dilution to the shares ownership as a result of the share reorganisation.
Under the Companies Act, a share buy‑back by a public company can only be financed through distributable reserves or the proceeds of a fresh issue of shares made for the purpose of financing a share buyback. The Company had sufficient reserves to purchase the Deferred shares for £1.00.
The Group has issued ordinary share capital on the exercise of previously issued warrants to its lenders which has resulted in issuance of ordinary shares of 82,219,697 (2024: 53,531,734) on 03 March 2025 and 25 June 2025 (refer Note 11).
14 Restricted reserve
The restricted reserve of US$ 0.3 million (2024: US$ 0.3 million) represents the statutory reserves of certain subsidiaries. As required by the Commercial Companies Law in the countries where those entities are established, 10% of profit for the year is transferred to the statutory reserve until the reserve equals 50% of the share capital. Following a recent change to the Regulations of Companies in Kingdom of Saudi Arabia, apportions can cease when the reserve equals 30% instead of 50% of the share capital, although the subsidiary continues to maintain this at 50%. This reserve is not available for distribution. No amounts were transferred to this reserve during the year ended 31 December 2025 (2024: US$ nil).
15 Group restructuring reserve
The Group restructuring reserve arose on consolidation under the pooling of interests (merger accounting) method used for the Group restructuring. Under this method, the Group was treated as a continuation of GMS Global Commercial Investments LLC (the predecessor parent Company) and its subsidiaries. At the date the Company became the new parent company of the Group via a share-for-share exchange, the difference between the share capital of GMS Global Commercial Investments LLC and the Company, amounting to US$ 49.7 million
(2024: US $49.7 million), was recorded in the books of Gulf Marine Services PLC as a Group restructuring reserve. This reserve is non-distributable.
16 Capital contribution
The capital contribution reserve is as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 31 December |
9,177 |
|
9,177 |
During 2013, US$ 7.8 million was transferred from share appreciation rights payable to capital contribution as, effective 1 January 2013, the shareholders have assumed the obligation to settle the share appreciation rights. An additional charge in respect of this scheme of US$ 1.4 million was made in 2014. The total balance of US$ 9.2 million is not available for distribution.
17 Translation reserve and retained earnings
Foreign currency translation reserve represents differences on foreign currency net investments arising from the re-translation of the net investments in overseas subsidiaries.
Retained earnings include the accumulated realised and certain unrealised gains and losses made by the Group.
18 Non-controlling interest
The movement in non-controlling interest is summarised as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 1 January |
2,998 |
|
2,714 |
|
Share of profit for the year |
564 |
|
284 |
|
At 31 December |
3,562 |
|
2,998 |
The following table summarises the information relating to the subsidiary that has material non -controlling interest, before any intra‑group eliminations.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Statement of financial position information: |
|
|
|
|
Non-current assets |
342 |
|
340 |
|
Current assets |
19,132 |
|
18,750 |
|
Non-current liabilities |
(29) |
|
(24) |
|
Current liabilities |
(20,133) |
|
(10,346) |
|
Net (liabilities) / assets |
(688) |
|
8,720 |
|
|
|
|
|
|
Net assets attributable to non-controlling interests |
3,562 |
|
2,998 |
|
|
|||
|
Statement of profit or loss and other comprehensive income information: |
|||
|
Revenue |
53,710 |
|
41,900 |
|
Loss after tax and zakat |
(6,481) |
|
(842) |
|
Total loss |
(6,481) |
|
(842) |
|
|
|
|
|
|
Profit allocated to non-controlling interests |
564 |
|
284 |
|
|
|
|
|
|
Statement of cashflow information: |
|
|
|
|
Cash flows from operating activities |
2,520 |
|
(4,203) |
|
Cash flows from financing activities (dividends: nil) |
(999) |
|
(842) |
|
Net increase / (decrease) in cash and cash equivalents |
1,521 |
|
(5,045) |
19 Provision for employees' end of service benefits
In accordance with Labour Laws of some of the countries where the Group operates, it is required to provide for end of service benefits for certain employees. The movement in the provision for employees' end of service benefits during the year was as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 1 January |
2,640 |
|
2,395 |
|
Provided during the year |
416 |
|
525 |
|
Paid during the year |
(792) |
|
(280) |
|
At 31 December |
2,264 |
|
2,640 |
20 Trade and other payables
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Trade payables |
19,162 |
|
18,767 |
|
Due to related parties (Note 23) |
788 |
|
531 |
|
Accrued expenses |
16,987 |
|
14,916 |
|
Deferred revenue |
2,547 |
|
2,856 |
|
VAT payable |
478 |
|
295 |
|
Other payables |
2,809 |
|
430 |
|
|
42,771 |
|
37,795 |
No interest is payable on the outstanding balances. Trade and other payables are all current liabilities.
21 Bank borrowings
Secured borrowings at amortised cost are as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Term loans |
184,351 |
|
241,189 |
|
Less: Unamortised issue costs |
(4,130) |
|
(5,167) |
|
|
180,221 |
|
236,022 |
The movement of the bank borrowings during the year are as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
At 1 January |
241,189 |
|
275,939 |
|
Repayment of bank borrowings |
(56,838) |
|
(275,939) |
|
Additional bank borrowings |
- |
|
241,189 |
|
Unamortised issue costs |
(5,167) |
|
(5,173) |
|
Amortisation of issue costs |
1,037 |
|
6 |
|
At 31 December |
180,221 |
|
236,022 |
Bank borrowings are presented in the consolidated statement of financial position as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Non-current portion |
|
|
|
|
Bank borrowings |
142,224 |
|
196,425 |
|
Current portion |
|
|
|
|
Bank borrowings - scheduled repayments within one year |
37,997 |
|
39,597 |
|
|
180,221 |
|
236,022 |
On 30 December 2024, the Group completed refinancing of its bank borrowings. The purpose of the refinancing was primarily to settle in full all the amounts outstanding under the previous debt facility (which was scheduled to mature on 30 June 2025) as well as to fund the fees and expenses in relation to this transaction.
The principal terms of the new debt facility are as follows:
|
· |
The facility is denominated in UAE Dirhams (AED) and will consist of a term loan of AED 924.0 million (US$ 250.0 million) and revolving credit facility of AED 177.5 million (US$ 50.0 million). |
|
· |
The term loan will have a tenor of five years, where 80% of the term loan is payable in 19 equal quarterly instalments and the remaining 20% is payable on maturity. |
|
· |
The term loan carries floating rate linked to Emirates Interbank Offered Rate (EIBOR) plus a margin based on a ratchet depending on the Group's leverage level. |
|
· |
The facility is secured by mortgage of 13 vessels owned by the Group with a net book value of US$ 532.6 million (Note 5), including the assignment of trade receivables amounting to US$ 37.8 million (Note 9), bank balance amounting to US$ 27.8 million (Note 12) and insurance proceeds. |
|
· |
The facility is subject to certain financial covenants such as Interest Cover, Debt Service Cover, Gearing Ratio and Senior Net Leverage which are to be tested every six months. The financial covenant related to Security Cover is tested annually. All applicable financial covenants under the Group's debt facility were met as of 31 December 2025 and are expected to be compliant in the next 12 months. |
|
|
Outstanding amount |
|
|
|
|
||||
|
|
Current |
|
Non-current |
|
Total |
|
Security |
|
Maturity |
|
31 December 2025: |
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
|
Term loan - scheduled repayments within one year |
39,032 |
|
- |
|
39,032 |
|
Secured |
|
December 2029 |
|
Term loan - scheduled repayments within more than one year |
- |
|
145,319 |
|
145,319 |
|
Secured |
|
December 2029 |
|
Unamortised issue costs |
(1,035) |
|
(3,095) |
|
(4,130) |
|
Secured |
|
December 2029 |
|
|
37,997 |
|
142,224 |
|
180,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2024: |
|
|
|
|
|
|
|
|
|
|
Term loan - scheduled repayments within one year |
40,632 |
|
- |
|
40,632 |
|
Secured |
|
December 2029 |
|
Term loan - scheduled repayments within more than one year |
- |
|
200,557 |
|
200,557 |
|
Secured |
|
December 2029 |
|
Unamortised issue costs |
(1,035) |
|
(4,132) |
|
(5,167) |
|
Secured |
|
December 2029 |
|
|
39,597 |
|
196,425 |
|
236,022 |
|
|
|
|
22 Lease liabilities
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
As at 1 January |
4,361 |
|
3,356 |
|
Recognition of new lease liability additions |
11,771 |
|
5,512 |
|
Remeasurement of lease liability |
29,340 |
|
- |
|
Interest on lease liabilities (Note 34) |
637 |
|
461 |
|
Principal element of lease payments |
(10,745) |
|
(4,478) |
|
Derecognition of lease liability |
(400) |
|
(29) |
|
Interest paid |
(637) |
|
(461) |
|
As at 31 December |
34,327 |
|
4,361 |
|
|
2025 |
|
2024 |
|
Maturity analysis: |
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Year 1 |
16,494 |
|
3,503 |
|
Year 2 |
15,970 |
|
858 |
|
Year 3 - 5 |
1,863 |
|
- |
|
|
|
|
|
|
|
34,327 |
|
4,361 |
|
|
|
|
|
|
Split between: |
|
|
|
|
Current |
16,494 |
|
3,503 |
|
Non - current |
17,833 |
|
858 |
|
|
|
|
|
|
|
34,327 |
|
4,361 |
23 Related party transactions
Related parties comprise the Group's major shareholders, Directors and entities related to them, companies under common ownership and/or common management and control, their partners and key management personnel. Pricing policies and terms of related party transactions are approved by the Group's Board.
Balances and transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Key management personnel:
As at 31 December 2025, there were 2.7 million shares held by Directors (31 December 2024: 2.6 million).
Related parties
The Group's principal subsidiaries are outlined in Note 3. The related parties comprising of the Group's major shareholders are outlined in the Directors Report in the annual report. The other related parties during the year were:
|
|
|
|
|
|
|
Partner in relation to UAE Operations |
Relationship |
|
|
|
|
National Catering Company Limited WLL |
Affiliate of a significant shareholder of the Company |
|
Sigma Enterprise Company LLC |
Affiliate of a significant shareholder of the Company |
|
Aman Integrated Solutions LLC |
Affiliate of a significant shareholder of the Company |
|
Emirates Insurance Company |
Affiliate of a significant shareholder of the Company |
The amounts outstanding to National Catering Company Limited WLL as at 31 December 2025 was US$ 5k
(2024: nil) included in trade and other payables (Note 20).
The amount outstanding to Sigma Enterprise Company LLC as at 31 December 2025 was US$ 0.8 million (2024: US$ 0.5 million) included in trade and other payables (Note 20).
The amounts outstanding to Aman Integrated Solutions LLC as at 31 December 2025 was US$ 4k (2024: US$ 18k) included in trade and other payables (Note 20).
During 2025, there were no transactions with Seafox international or any of its subsidiaries (2024: nil).
Significant transactions with the related party during the year:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
National Catering Company Limited WLL - Catering services |
5 |
|
86 |
|
Sigma Enterprise Company LLC - Vessel maintenance and overhaul services |
2 |
|
440 |
|
Aman Integrated Solutions LLC - Laboratory services |
14 |
|
15 |
|
Emirates Insurance Company |
25 |
|
- |
Compensation of key management personnel
The remuneration of Directors and other members of key management personnel during the year were as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Short-term benefits |
1,325 |
|
1,192 |
|
End of service benefits |
29 |
|
26 |
|
Share based payment charge (LTIPs) |
131 |
|
- |
|
Deferred share bonus plan |
76 |
|
- |
|
|
1,561 |
|
1,218 |
Compensation of key management personnel represents the charge to the profit or loss in respect of the remuneration of the executive and non-executive Directors. At 31 December 2025, there were five executive and non-executive Directors (2024: four). Further details of remuneration of the Board and key management personnel relating to 2025 are contained in the Directors' Remuneration Report in the annual report.
24 Contingent liabilities
At 31 December 2025, the banks acting for Gulf Marine Middle East FZE, one of the subsidiaries of the Group, had issued performance bonds amounting to US$ 25.7 million (31 December 2024: US$ 31.1 million), all of which were counter-indemnified by other subsidiaries of the Group.
25 Commitments
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Capital commitments |
16,043 |
|
6,678 |
Capital commitments comprise mainly capital expenditure, which has been contractually agreed with suppliers for future periods for equipment or the upgrade of existing vessels.
26 Financial instruments
Categories of financial instruments
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Financial assets: |
|
|
|
|
Current assets at amortised cost: |
|
|
|
|
Cash and cash equivalents (Note 12) |
27,755 |
|
40,007 |
|
Trade receivables and other receivables (Note 9,10)* |
40,061 |
|
29,907 |
|
|
|
|
|
|
Total financial assets |
67,816 |
|
69,914 |
*Trade and other receivables exclude prepayments and advances to suppliers.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Financial liabilities: |
|
|
|
|
Derivatives recorded at FVTPL: |
|
|
|
|
Derivatives (Note 11) |
641 |
|
9,192 |
|
|
|
|
|
|
Financial liabilities recorded at amortised cost: |
|
|
|
|
Trade and other payables (Note 20)* |
39,746 |
|
34,644 |
|
Lease liabilities (Note 22) |
34,327 |
|
4,361 |
|
Current bank borrowings - scheduled repayments within one year (Note 21) |
37,997 |
|
39,597 |
|
Non-current bank borrowings - scheduled repayments more than one year (Note 21) |
142,224 |
|
196,425 |
|
|
|
|
|
|
Total financial liabilities |
254,935 |
|
284,219 |
* Trade and other payables excludes amounts of deferred revenue and VAT payable.
The following table combines information about the following;
|
· |
Fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and |
|
· |
Fair value hierarchy levels of financial liabilities for which fair value was disclosed. |
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
Recognised at level 2 of the fair value hierarchy: |
|
|
|
|
Derivatives (Note 11) |
641 |
|
- |
|
|
|
|
|
|
Recognised at level 3 of the fair value hierarchy: |
|
|
|
|
Derivatives (Note 11) |
- |
|
9,192 |
The following table provides information about the valuation techniques and significant unobservable inputs:
|
Description |
Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
|
Interest rate swaps |
Swap models: The fair value is calculated as the present value of estimated future cash flows. Estimates of future floating rate cash flows are based on quoted swap rates, future prices and interbank borrowing rates. Estimated cashflows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. |
Not applicable |
Not applicable |
|
Forward foreign currency contract |
Forward pricing: The fair value is determined using quoted foreign exchange rates at the reporting date and present value calculations based on high credit quality yield curves in the respective currencies. |
Not applicable |
Not applicable |
The fair value of financial instruments classified as level 3 are, in certain circumstances, measured using valuation techniques that incorporate assumptions that are not evidenced by the prices from observable current market transactions in the same instrument and are not based on observable market data.
The fair value of the Group's derivatives as at 31 December 2025 has been arrived at on the basis of a valuation carried out by independent counterparty banks.
Favourable and unfavourable changes in the value of financial instruments are determined on the basis of changes in the value of the instruments as a result of varying the levels of the unobservable parameters, quantification of which is judgmental. There have been no transfers between Level 2 and Level 3 during the years ended 31 December 2025 and 31 December 2024.
Capital risk management
The Group manages its capital to support its ability to continue as a going concern while maximising the return on equity. The Group does not have a formalised optimal target capital structure or target ratios in connection with its capital risk management objectives. The capital structure of the Group consists of net bank debt and total equity. The Group continues to take measures to de-leverage the Group and intends to continue to do so in the coming years.
Material accounting policies
Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 3 to the consolidated financial statements.
Financial risk management objectives
The Group is exposed to the following risks related to financial instruments - credit risk, liquidity risk, interest rate risk and foreign currency risk. Management actively monitors and manages these financial risks relating to the Group.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and arises principally from the Group's trade and other receivables and cash and cash equivalents.
The Group has adopted a policy of dealing when possible, with creditworthy counterparties while keen to maximize utilization for its vessels.
Cash balances held with banks are assessed to have low credit risk of default since these banks are highly regulated by the central banks of the respective countries. At the year-end, cash at bank and in hand totaled US$ 27.8 million
(2024: US$ 40.0 million), deposited with banks with Fitch short-term ratings of F2 to F1+ (Refer to Note 12).
Concentration of credit risk arises when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration of credit risk indicates the relative sensitivity of the Group's performance to developments affecting a particular industry or geographic location. During the year, vessels were chartered to 6 companies in the Middle East and 1 company in Europe, including NOCs and engineering, procurement and construction ("EPC") contractors.
At 31 December 2025, 7 companies in specific regions accounted for 99% (2024: 6 companies in specific regions accounted for 99%) of the outstanding trade receivables.
The credit risk on liquid funds is limited because the funds are held by banks with high credit ratings assigned by international agencies.
The amount that best represents maximum credit risk exposure on financial assets at the end of the reporting period, in the event counterparties failing to perform their obligations generally approximates their carrying value.
The Group considers cash and cash equivalents and trade and other receivables which are neither past due nor impaired to have a low credit risk and an internal rating of 'performing'. Performing is defined as a counterparty that has a stable financial position and which there are no past due amounts.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by seeking to maintain sufficient facilities to ensure availability of funds for forecast and actual cash flow requirements.
The table below summarises the maturity profile of the Group's financial liabilities. The contractual maturities of the Group's financial liabilities have been determined on the basis of the remaining period at the end of the reporting period to the contractual maturity date. The maturity profile is monitored by management to assist in ensuring adequate liquidity is maintained. Refer to Going Concern in Note 3. The maturity profile of the assets and liabilities at the end of the reporting period based on contractual repayment arrangements was as follows:
|
|
|
|
Contractual cash flows |
|||
|
|
Interest rate |
Carrying amount |
Total |
1 to 3 months |
4 to 12 months |
2 to 5 years |
|
31 December 2025 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Non-interest bearing financial liabilities |
|
|
|
|
|
|
|
Trade and other payables* |
|
39,746 |
39,746 |
39,746 |
- |
- |
|
Interest rate swap |
|
131 |
131 |
- |
- |
131 |
|
Forward foreign exchange contracts |
|
510 |
510 |
- |
- |
510 |
|
Interest bearing financial liabilities |
5.9%-6.8% |
|
|
|
|
|
|
Bank borrowings- principal |
|
180,221 |
184,351 |
8,499 |
30,533 |
145,319 |
|
Interest on bank borrowings |
|
- |
25,543 |
2,390 |
7,339 |
15,814 |
|
Lease liabilities |
|
34,327 |
36,180 |
7,678 |
11,999 |
16,503 |
|
Interest on lease liabilities |
|
- |
1,853 |
403 |
920 |
530 |
|
|
|
|
|
|
|
|
|
|
|
254,935 |
288,314 |
58,716 |
50,791 |
178,807 |
|
|
Interest rate |
Carrying amount |
Total |
1 to 3 Months |
4 to 12 months |
2 to 5 Years |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
31 December 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing financial liabilities |
|
|
|
|
|
|
|
Trade and other payables* |
|
34,644 |
34,644 |
34,644 |
- |
- |
|
Interest bearing financial liabilities |
7.87%-8.6% |
|
|
|
|
|
|
Bank borrowings- principal |
|
236,022 |
241,189 |
10,158 |
30,474 |
200,557 |
|
Interest on bank borrowings |
|
- |
41,138 |
4,016 |
10,548 |
26,574 |
|
Lease liabilities |
|
4,361 |
4,631 |
991 |
2,753 |
887 |
|
Interest on lease liabilities |
|
- |
221 |
73 |
119 |
29 |
|
|
|
|
|
|
|
|
|
|
|
275,027 |
321,823 |
49,882 |
43,894 |
228,047 |
*Trade and other payables excludes amounts of deferred revenue and VAT payable.
In addition to above table, capital commitments are expected to be settled in next twelve months.
Interest rate risk management
The Group is exposed to cash flow interest rate risk on its bank borrowings. The Group enters into floating interest rate instruments for the same. Further, the Group has entered into an IRS to partially hedge its exposure. The IRS hedges the risk of variability in interest payments by converting a floating rate liability to a fixed rate liability. The fair value of the IRS as at 31 December 2025 was a liability value of US$ 0.1 million (2024: nil), (see Note 11 for more details).
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
|
|
Profit or loss |
|
|
|
100 bp increase |
100 bp decrease |
|
|
US$'000 |
US$'000 |
|
31 December 2025 |
|
|
|
Bank borrowings |
(1,886) |
1,886 |
|
Interest rate swaps |
13 |
(13) |
|
Cashflow sensitivity (net) |
(1,873) |
1,873 |
|
|
|
|
|
31 December 2024 |
|
|
|
Bank borrowings |
(2,688) |
2,688 |
|
Cashflow sensitivity |
(2,688) |
2,688 |
Foreign currency risk management
The majority of the Group's transactions are denominated in US Dollars, UAE Dirhams, Euros and Pound Sterling. As the UAE Dirham, Saudi Riyal and Qatari Riyal are pegged to the US Dollar, balances in UAE Dirham, Saudi Riyal and Qatari Riyal are not considered to represent significant currency risk.
Since, the Group's debt facility is denominated in UAE Dirhams, a significant exchange rate volatility is not expected however, a potential risk exists if AED's pegging against USD is discontinued. To mitigate this risk, GMS has entered into forward foreign exchange contracts with banks. These contracts lock in AED amounts to be received in exchange for USD payments on the scheduled repayment dates, effectively hedging the GMS's foreign exchange exposure. Transactions in other foreign currencies entered into by the Group are short-term in nature and therefore management considers that the currency risk associated with these transactions is limited.
The carrying amounts of the Group's significant foreign currency denominated monetary assets include cash and cash equivalents and trade receivables and liabilities include trade payables. The amounts at the reporting date are as follows:
|
|
Assets |
|
Liabilities |
||||
|
|
31 December |
|
31 December |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
|
|
|
US Dollars |
45,611 |
|
46,218 |
|
13,701 |
|
9,025 |
|
UAE Dirhams |
389 |
|
9,402 |
|
187,568* |
|
239,278* |
|
Saudi Riyals |
2,245 |
|
2,065 |
|
1,474 |
|
1,037 |
|
Pound Sterling |
1,239 |
|
381 |
|
1,072 |
|
1,077 |
|
Euros |
8,326 |
|
7,210 |
|
- |
|
- |
|
Qatari Riyals |
7,774 |
|
4,371 |
|
486 |
|
455 |
|
|
|
|
|
|
|
|
|
|
|
65,584 |
|
69,647 |
|
204,301 |
|
250,872 |
*Includes bank borrowings.
At 31 December 2025, if the exchange rate of the currencies other than the UAE Dirham, Saudi Riyal and Qatari Riyal had increased/decreased by 10% against the US Dollar, with all other variables held constant, the Group's profit for the year would have been higher/lower by US$ 0.8 million (2024: higher/lower by US$ 0.7 million) mainly as a result of foreign exchange loss or gain on translation of Euro and Pound Sterling denominated balances.
27 Dividends
There was no dividend declared or paid in 2025 (2024: nil). No final dividend in respect of the year ended
31 December 2025 is expected to be proposed at the 2025 AGM. Our future dividend policy allocating 20%-30% of the annual adjusted net profit for distributions to shareholders, through a dividend and /or potential share buybacks, provided other plans permit and that loan covenants are fully met, was announced during the last year.
28 Share based payment reserve
Long term incentive plans (LTIPs)
On 11 June 2025, the Group granted LTIPs to senior management. The LTIP awards will generally vest three years from the grant date, subject to the achievement of market vesting conditions aligned with shareholder interests. The maximum number of Company's shares under this LTIP is 6,595,292.
LTIP awards are not subject to a post-vesting holding period, except for those granted to the Executive Chairman, which have a two-year post-vesting holding period.
Equity-settled share-based payments were measured at fair value at the date of grant. The fair value was determined, using the Monte Carlo simulation method, at the grant date of equity-settled share-based payments, is expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will ultimately vest. The fair value of each award was determined by taking into account the performance conditions, the term of the award, the share price at grant date, the expected price volatility of the underlying share, post-vesting period and the risk-free interest rate for the term of the award.
Deferred share bonus plan (DSBP)
On the same day LTIPs were granted to senior management, the Group also granted its Executive Chairman a DSBP award. This award, which is equivalent to 271,403 shares of the Company, pertains to the relevant proportion of the 2024 annual bonus deferred under the terms of the shareholder-approved Directors' Remuneration Policy. These shares will generally vest after two years from 1 January 2025.The DSBP award is not subject to any market-based performance or service conditions, the fair value of the award is considered to be the closing share price as at the date of grant.
The number of share awards granted by the Group during the year is given in the table below:
|
|
2025 |
|
2024 |
|
Granted in the period |
6,866,695 |
|
- |
|
At the end of the year |
6,866,695 |
|
- |
The total expense recognised during the year with respect to LTIPs and DSBP amounted to US$ 337k (2024: nil).
|
|
LTIP |
|
DSBP |
|
Grant date |
11 June 2025 |
|
11 June 2025 |
|
Share price at grant date |
£0.21 |
|
£0.21 |
|
Exercise price |
£0.00 |
|
£0.00 |
|
Performance measurement period |
1 January 2025 to 31 December 2027 |
|
- |
|
Vesting date |
11 June 2028 |
|
1 January 2027 |
|
Dividend yield |
0.0% |
|
- |
|
Risk-free rate |
3.8% |
|
- |
|
Fair value |
£1,064,561 |
|
£56,316 |
The future share prices of the Company and each of the companies in the peer group were projected by taking into account (1) the expected volatility of the share prices over the simulation period, (2) expected correlation of the share prices each of the companies in the peer group with the share price of the Company over the simulation period and (3) discount rate of 3.8% based on the 3-year UK Government bond yields. A 10% discount for lack of marketability was applied to reflect lower liquidity compared to if the awards were not subject to a holding period.
29 Segment reporting
The Group has identified that the Directors and senior management team are the chief operating decision makers in accordance with the requirements of IFRS 8 'Operating Segments'. Segment performance is assessed based upon adjusted gross profit/(loss), which represents gross profit/(loss) before depreciation and amortisation and loss on impairment of assets. The reportable segments have been identified by Directors and senior management based on the size and type of asset in operation.
The operating and reportable segments of the Group are six K-Class vessels, three S-Class vessels and five E-Class vessels.
All of these operating segments earn revenue related to the hiring of vessels and related services including charter hire income, messing and accommodation services, personnel hire and hire of equipment. The accounting policies of the operating segments are the same as the Group's accounting policies described in Note 3.
|
|
Revenue |
|
Gross profit before adjustments for depreciation, amortisation and impairment charges |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
E-Class vessels |
87,381 |
|
71,799 |
|
61,973 |
|
52,269 |
|
S-Class vessels |
46,053 |
|
42,286 |
|
35,325 |
|
30,141 |
|
K-Class vessels |
54,684 |
|
53,409 |
|
29,218 |
|
31,381 |
|
|
188,118 |
|
167,494 |
|
126,516 |
|
113,791 |
|
|
|
|
|
|
|
|
|
|
Depreciation charged to cost of sales |
|
|
|
|
(38,541) |
|
(26,052) |
|
Amortisation charged to cost of sales |
|
|
|
|
(8,149) |
|
(5,324) |
|
Expected credit losses |
|
|
|
|
319 |
|
(2,006) |
|
Adjusted gross profit |
|
|
|
|
80,145 |
|
80,409 |
|
|
|
|
|
|
|
|
|
|
Impairment loss on non-financial assets |
|
|
|
|
(22,082) |
|
(9,394) |
|
Reversal of impairment on non-financial assets |
|
|
|
|
12,009 |
|
18,621 |
|
Gross profit |
|
|
|
|
70,072 |
|
89,636 |
|
|
|
|
|
|
|
|
|
|
Finance expense |
|
|
|
|
(14,962) |
|
(23,517) |
|
Impact of change in fair value of derivatives |
|
|
|
|
(4,793) |
|
(5,348) |
|
Other general and administrative expenses |
|
|
|
|
(15,382) |
|
(17,028) |
|
Foreign exchange loss, net |
|
|
|
|
(637) |
|
(674) |
|
Other income |
|
|
|
|
1,450 |
|
23 |
|
Finance income |
|
|
|
|
8 |
|
89 |
|
Profit for the year before taxation |
|
|
|
|
35,756 |
|
43,181 |
Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the years.
Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets (other than vessels), are not reported to the key decision makers on a segmental basis and are therefore, not disclosed.
Information about major customers
During the year, five customers (2024: five) individually accounted for more than 10% of the Group's revenues. The related revenue figures for these major customers, the identity of which may vary by year, was US$ 53.7 million, US$ 46.6 million, US$ 34.1 million, US$ 25.3 million and 19.3 US$ million (2024: US$ 41.9 million, US$ 39.1 million, US$ 36.4 million, US$ 26.1 million and US$ 18.4 million).
Geographical segments
Revenue by geographical segment is based on the geographical location of the customer as shown below.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
United Arab Emirates |
46,556 |
|
44,684 |
|
Saudi Arabia |
53,710 |
|
41,900 |
|
Qatar |
68,567 |
|
62,492 |
|
Total - Middle East |
168,833 |
|
149,076 |
|
|
|
|
|
|
Total - Europe |
19,285 |
|
18,418 |
|
|
|
|
|
|
Worldwide Total |
188,118 |
|
167,494 |
Type of work
The Group operates in both the oil and gas and renewables sector. Revenues are driven from both client's operating and capital expenditure. Details are shown below.
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Oil and Gas |
168,833 |
|
149,076 |
|
Renewables |
19,285 |
|
18,418 |
|
Total |
188,118 |
|
167,494 |
Reversal of impairment of US$ 11.4 million and impairment charge of US$ 18.9 million was recognised in respect of property and equipment (Note 5) (2024: Reversal of impairment of US$ 14.5 million and impairment charge of US $ 5.3 million) and impairment charge of US$ 2.5 million was recognised in respect of right of use asset (Note 7) (2024: nil) attributable to the following reportable segments:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
E-Class vessels |
(11,424) |
|
(14,503) |
|
K-Class vessels |
18,902 |
|
5,276 |
|
Right of use asset |
2,595 |
|
- |
|
|
10,073 |
|
(9,227) |
|
|
E-Class vessels |
S-Class vessels |
K-Class vessels |
Total
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
2025 |
|
|
|
|
|
Depreciation charged to cost of sales |
23,298 |
6,582 |
8,808 |
38,688 |
|
Amortisation charged to cost of sales |
2,672 |
2,954 |
2,523 |
8,149 |
|
(Reversal of impairment charge) / impairment charge - net |
(11,424) |
- |
18,902 |
7,478 |
|
Right of use asset |
2,595 |
- |
- |
2,595 |
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
Depreciation charged to cost of sales |
13,881 |
5,834 |
6,337 |
26,052 |
|
Amortisation charged to cost of sales |
1,848 |
1,810 |
1,666 |
5,324 |
|
(Reversal of impairment charge) / impairment charge - net |
(14,503) |
- |
5,276 |
(9,227) |
30 Presentation of adjusted non-GAAP results
The following table provides a reconciliation between the Group's adjusted non-GAAP and statutory financial results:
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Revenue |
188,118 |
- |
188,118 |
167,494 |
- |
167,494 |
|
Cost of sales |
|
|
|
|
|
|
|
- Vessel operating expenses before depreciation, amortisation and impairment |
(61,602) |
- |
(61,602) |
(53,703) |
- |
(53,703) |
|
- Depreciation and amortisation |
(46,690) |
- |
(46,690) |
(31,376) |
- |
(31,376) |
|
Expected credit losses |
319 |
- |
319 |
(2,006) |
- |
(2,006) |
|
Net (impairment) / reversal of impairment* |
- |
(10,073) |
(10,073) |
- |
9,227 |
9,227 |
|
Gross profit |
80,145 |
(10,073) |
70,072 |
80,409 |
9,227 |
89,636 |
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
- Amortisation |
(1,348) |
- |
(1,348) |
(4,641) |
- |
(4,641) |
|
- Depreciation |
(79) |
- |
(79) |
(145) |
- |
(145) |
|
- Other administrative costs |
(13,955) |
- |
(13,955) |
(11,366) |
- |
(11,366) |
|
- Exceptional items / legal costs** |
- |
- |
- |
- |
(876) |
(876) |
|
Operating profit |
64,763 |
(10,073) |
54,690 |
64,257 |
8,351 |
72,608 |
|
|
|
|
|
|
|
|
|
Finance income |
8 |
- |
8 |
89 |
- |
89 |
|
Finance expense |
(14,962) |
- |
(14,962) |
(23,517) |
- |
(23,517) |
|
Impact of change in fair value of derivatives |
(4,793) |
- |
(4,793) |
(5,348) |
- |
(5,348) |
|
Other income |
41 |
1,409** |
1,450 |
23 |
- |
23 |
|
Foreign exchange loss, net |
(637) |
- |
(637) |
(674) |
- |
(674) |
|
Profit before taxation |
44,420 |
(8,664) |
35,756 |
34,830 |
8,351 |
43,181 |
|
|
|
|
|
|
|
|
|
Taxation charge |
|
|
|
|
|
|
|
- Taxation charge |
(2,665) |
- |
(2,665) |
(2,613) |
- |
(2,613) |
|
- Exceptional tax expense*** |
- |
(13,632) |
(13,632) |
- |
(2,308) |
(2,308) |
|
Profit for the year |
41,755 |
(22,296) |
19,459 |
32,217 |
6,043 |
38,260 |
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
41,191 |
(22,296) |
18,895 |
31,933 |
6,043 |
37,976 |
|
Non-controlling interests |
564 |
- |
564 |
284 |
- |
284 |
|
|
|
|
|
|
|
|
|
Earnings per share (basic) |
3.64 |
(1.97) |
1.67 |
3.04 |
0.58 |
3.61 |
|
Earnings per share (diluted) |
3.58 |
(1.94) |
1.64 |
2.85 |
0.54 |
3.39 |
|
|
|
|
|
|
|
|
|
Supplementary non statutory information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
64,763 |
(10,073) |
54,690 |
64,257 |
8,351 |
72,608 |
|
Add: Depreciation and amortisation |
48,117 |
- |
48,117 |
36,162 |
- |
36,162 |
|
Adjusted EBITDA |
112,880 |
(10,073) |
102,807 |
100,419 |
8,351 |
108,770 |
* The reversal of impairment / impairment charge on certain vessels have been added back to gross profit to arrive at adjusted gross profit for the year ended 31 December 2025 and 2024 (refer to Note 5 and 7 for further details). Management has adjusted this due to the nature of the transaction which it believes is not directly related to operations, management are able to influence. This measure provides additional information on the core profitability of the Group.
**These exceptional items relate to the reversal of legal and exceptional tax penalty provisions recognised in the prior years..
*** These exceptional tax expense relates to expected tax outcomes.
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Cashflow reconciliation: |
|
|
|
|
|
|
|
Profit for the year |
41,755 |
(22,296) |
19,459 |
32,217 |
6,043 |
38,260 |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
Net impairment / (reversal of impairment) * |
- |
10,073 |
10,073 |
- |
(9,227) |
(9,227) |
|
Amortisation of borrowings issue cost |
1,037 |
- |
1,037 |
6 |
- |
6 |
|
Finance expenses |
13,925 |
- |
13,925 |
23,511 |
- |
23,511 |
|
Impact of change in fair value of derivatives |
4,793 |
- |
4,793 |
5,348 |
- |
5,348 |
|
Other adjustments *** |
50,373 |
12,223 |
62,596 |
40,035 |
3,184 |
43,219 |
|
Cash flow from operating activities before movement in working capital |
111,883 |
- |
111,883 |
101,117 |
- |
101,117 |
|
|
|
|
|
|
|
|
|
Change in trade and other receivables |
(16,205) |
- |
(16,205) |
1,893 |
- |
1,893 |
|
Change in trade and other payables |
1,175 |
- |
1,175 |
2,949 |
- |
2,949 |
|
Cash generated from operations |
96,853 |
- |
96,853 |
105,959 |
- |
105,959 |
|
|
|
|
|
|
|
|
|
Income tax paid |
(2,535) |
(5,878) |
(8,413) |
(2,399) |
- |
(2,399) |
|
Net cash flows from operating activities |
94,318 |
(5,878) |
88,440 |
103,560 |
- |
103,560 |
|
|
|
|
|
|
|
|
|
Net cash flows used in investing activities |
(25,256) |
- |
(25,256) |
(8,769) |
- |
(8,769) |
|
|
|
|
|
|
|
|
|
Other finance expenses paid |
(684) |
- |
(684) |
(790) |
- |
(790) |
|
Payment of borrowings issue cost |
- |
- |
- |
(5,173) |
- |
(5,173) |
|
Other cash flows used in financing activities |
(74,752) |
- |
(74,752) |
(57,487) |
- |
(57,487) |
|
Net cash flows used in financing activities |
(75,436) |
- |
(75,436) |
(63,450) |
- |
(63,450) |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
(6,374) |
(5,878) |
(12,252) |
31,341 |
- |
31,341 |
*The reversal of impairment / impairment charge on certain vessels and related assets have been added back to cash flow from operating activities before movement in working capital for the year ended 31 December 2025 and 2024 (refer to Note 5 and 7 for further details).
**These exceptional items relate to the reversal of legal and exceptional tax penalty provisions recognised in the prior years..
*** These exceptional tax expense relates to expected tax outcomes.
31 Earnings per share
|
|
2025 |
|
2024 |
|
|
|
|
|
|
Profit for the purpose of basic and diluted earnings per share being profit for the year attributable to Owners of the Company (US$'000) |
18,895 |
|
37,976 |
|
|
|
|
|
|
Profit for the purpose of adjusted basic and diluted earnings per share (US$'000) (Note 30) |
41,191 |
|
31,933 |
|
|
|
|
|
|
Weighted average number of shares ('000) |
1,131,485 |
|
1,050,932 |
|
|
|
|
|
|
Weighted average diluted number of shares in issue ('000) |
1,150,061 |
|
1,120,919 |
|
|
|
|
|
|
Basic earnings per share (cents) |
1.67 |
|
3.61 |
|
Diluted earnings per share (cents) |
1.64 |
|
3.39 |
|
Adjusted earnings per share (cents) |
3.64 |
|
3.04 |
|
Adjusted diluted earnings per share (cents) |
3.58 |
|
2.85 |
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company (as disclosed in the statement of comprehensive income) by the weighted average number of ordinary shares in issue during the year.
Adjusted earnings per share is calculated on the same basis but uses the profit for the purpose of basic earnings per share (shown above) adjusted by adding back the non-operational items, which were recognised in the consolidated statement of profit or loss and other comprehensive income (Note 30). The adjusted earnings per share is presented as the Directors consider it provides an additional indication of the underlying performance of the Group.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, adjusted for the weighted average effect of outstanding warrants, long term incentive plan and deferred share bonus plan outstanding during the period.
Adjusted diluted earnings per share is calculated on the same basis but uses adjusted profit (Note 30) attributable to equity holders of the Group.
The following table shows a reconciliation between the basic and diluted weighted average number of shares:
|
|
2025 |
|
2024 |
|
|
'000s |
|
'000s |
|
|
|
|
|
|
Weighted average basic number of shares in issue |
1,131,485 |
|
1,050,932 |
|
Weighted average effect of warrants |
14,619 |
|
69,987 |
|
Weighted average effect of DSBP |
271 |
|
- |
|
Weighted average effect of LTIP's |
3,686 |
|
- |
|
Weighted average diluted number of shares in issue |
1,150,061 |
|
1,120,919 |
32 Revenue
|
All revenue in the above table is in scope of IFRS 15 with the exception of lease income which is in scope of IFRS 16. |
|||
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Charter hire |
84,892 |
|
75,902 |
|
Lease income |
73,924 |
|
67,857 |
|
Messing and accommodation |
16,922 |
|
12,755 |
|
Manpower income |
7,763 |
|
6,673 |
|
Mobilisation and demobilisation |
4,186 |
|
3,712 |
|
Sundry income |
431 |
|
595 |
|
|
|
|
|
|
|
188,118 |
|
167,494 |
|
|
|
|
|
|
Revenue recognised - over time |
187,539 |
|
166,816 |
|
Revenue recognised - point in time |
579 |
|
678 |
|
- |
|
|
|
|
|
188,118 |
|
167,494 |
Included in mobilisation and demobilisation income is an amount of US$ 2.9 million (2024: US$ 3.5 million) that was included as deferred revenue at the beginning of the financial year.
Lease income:
The table below represents the minimum lease receivables over the next 5 years:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
Maturity analysis: |
|
|
|
|
Year 1 |
96,899 |
|
87,739 |
|
Year 2 |
49,186 |
|
61,892 |
|
Year 3 |
25,697 |
|
54,545 |
|
Year 4 |
2,195 |
|
34,650 |
|
Year 5 |
630 |
|
11,693 |
|
|
174,607 |
|
250,519 |
Further descriptions on the above types of revenue have been provided in Note 3.
33 Finance income
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Bank interest |
8 |
|
89 |
34 Finance expense
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Interest on bank borrowings |
12,604 |
|
21,612 |
|
Interest on lease liabilities (Note 22) |
637 |
|
461 |
|
Other finance expenses |
684 |
|
1,438 |
|
Amortisation of borrowings issue cost |
1,037 |
|
6 |
|
|
|
|
|
|
|
14,962 |
|
23,517 |
35 Profit for the year
The profit for the year is stated after charging/(crediting):
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Total staff costs (see below) |
38,794 |
|
33,643 |
|
Depreciation of property and equipment (Note 5) |
27,837 |
|
26,194 |
|
Amortisation of dry-docking expenditure (Note 6) |
8,149 |
|
5,324 |
|
Depreciation of right-of-use assets (Note 7) |
12,129 |
|
4,641 |
|
Net charge of expected credit losses (Note 9) |
(319) |
|
2,006 |
|
Auditor's remuneration (see below) |
980 |
|
960 |
|
Foreign exchange loss - net |
637 |
|
674 |
|
Other income |
(1,450) |
|
(23) |
|
Expense relating to short term leases or leases of low value assets (Note 7) |
554 |
|
260 |
|
Impairment / (reversal of impairment) loss - net (Note 5,7) |
10,073 |
|
(9,227) |
The average number of full time equivalent employees (excluding non-executive Directors) by geographic area was:
|
|
2025 |
|
2024 |
|
|
Number |
|
Number |
|
|
|
|
|
|
Middle East |
716 |
|
659 |
|
Rest of the world |
29 |
|
30 |
|
|
|
|
|
|
|
745 |
|
689 |
The total number of full-time equivalent employees (including executive Directors) as at 31 December 2025 was 746 (31 December 2024: 727). The number of full-time employees increased in the year due to an increase in offshore headcount from the second half of the year.
Their aggregate remuneration comprised:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Wages and salaries |
37,790 |
|
33,071 |
|
End of service benefit (Note 19) |
416 |
|
525 |
|
Share based payment charge |
337 |
|
- |
|
Employment taxes* |
251 |
|
47 |
|
|
38,794 |
|
33,643 |
The analysis of the auditor's remuneration is as follows:
|
|
2025 |
|
2024 |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Group audit fees |
730 |
|
710 |
|
Subsidiary audit fees |
100 |
|
100 |
|
Total audit fees |
830 |
|
810 |
|
|
|
|
|
|
Audit-related assurance services |
150 |
|
150 |
|
|
|
|
|
|
Total fees |
980 |
|
960 |
36 Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities.
|
|
Derivatives (Note 11) |
|
Lease liabilities (Note 22) |
|
Bank borrowings (Note 21) |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
At 1 January 2024 |
14,275 |
|
3,356 |
|
275,939 |
|
Financing cash flows |
|
|
|
|
|
|
Repayment of bank borrowings |
- |
|
- |
|
(275,939) |
|
Proceeds from bank borrowings |
- |
|
- |
|
241,189 |
|
Payment of borrowings issue costs |
- |
|
- |
|
(5,173) |
|
Principal elements of lease payments |
- |
|
(4,478) |
|
- |
|
Interest paid |
- |
|
(461) |
|
(21,612) |
|
Total financing cashflows |
- |
|
(4,939) |
|
(61,535) |
|
|
|
|
|
|
|
|
Non-cash changes: |
|
|
|
|
|
|
Recognition of new lease liability additions |
- |
|
5,512 |
|
- |
|
Derecognition of lease liability |
- |
|
(29) |
|
- |
|
Interest on lease liabilities (Note 34) |
- |
|
461 |
|
- |
|
Interest on bank borrowings (Note 34) |
- |
|
- |
|
21,612 |
|
Amortisation of borrowings issue costs |
- |
|
- |
|
6 |
|
Derecognition of warrants exercised (Note 11) |
(10,431) |
|
- |
|
- |
|
Impact of change in fair value of warrants (Note 11) |
5,348 |
|
- |
|
- |
|
Total non-cash changes |
(5,083) |
|
5,944 |
|
21,618 |
|
At 31 December 2024 |
9,192 |
|
4,361 |
|
236,022 |
|
|
|
|
|
|
|
|
Financing cash flows |
|
|
|
|
|
|
Repayment of bank borrowings |
- |
|
- |
|
(56,838) |
|
Principal elements of lease payments |
- |
|
(10,745) |
|
- |
|
Interest paid |
- |
|
(637) |
|
(12,604) |
|
Total financing cashflows |
- |
|
(11,382) |
|
(69,442) |
|
|
|
|
|
|
|
|
Non-cash changes: |
|
|
|
|
|
|
Recognition of new lease liability additions |
- |
|
41,111 |
|
- |
|
Derecognition of lease liability |
- |
|
(400) |
|
- |
|
Interest on lease liabilities (Note 34) |
- |
|
637 |
|
- |
|
Interest on bank borrowings (Note 34) |
- |
|
- |
|
12,604 |
|
Amortisation of borrowings issue costs |
- |
|
- |
|
1,037 |
|
Impact of change in fair value of warrants exercised |
4,298 |
|
- |
|
- |
|
Derecognition of unexercised warrants |
(146) |
|
- |
|
- |
|
Derecognition of warrants exercised (Note 11) |
(13,344) |
|
- |
|
- |
|
Impact of change in fair value of derivatives (Note 11) |
641 |
|
- |
|
- |
|
Total non-cash changes |
(8,551) |
|
41,348 |
|
13,641 |
|
At 31 December 2025 |
641 |
|
34,327 |
|
180,221 |
37 Events after the reporting period
Subsequent to the end of the period, the Group:
|
· |
Has acquired a new mid-class vessel. |
|
· |
For the acquisition of the above mentioned vessel, has obtained a bridge loan of USD 37.4 million. |
|
· |
Has also entered into a derivative agreement with Banks to further hedge its interest rate risk. |
· The recent regional military escalations have triggered a high-risk conflict environment across the Gulf. The situation is still very fluid, and scenarios can shift very quickly. The escalations have brought about additional uncertainties in the Group's operating environment, including Group's operations in United Arab Emirates, Qatar and Kingdom of Saudi Arabia. With respect to the consolidated financial statements for the year ended 31 December 2025, the potential financial reporting effects of the conflict are considered to be non-adjusting in nature.
The Group is closely monitoring the impact of the developments on the Group's businesses.
As far as the Group's businesses are concerned, these escalations majorly halted Group's operations in one of the jurisdictions in the Middle East. As the situation is fast evolving and fluid, the effect of the escalations is subject to significant levels of uncertainty, with the full range of possible effects unknown. Management continues to monitor developments closely. In the event that the conflict persists for a prolonged period or escalates beyond current situation, management would reassess the potential implications and implement appropriate mitigating actions, including but not limited to engagement with lenders, if required.
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