REG - Gulf Marine Services - 2025 Financial Results
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RNS Number : 3578A Gulf Marine Services PLC 14 April 2026
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 2024 2025 2025 versus 2024 change
US$m US$m US$m
Revenue 151.6 167.5 188.1 +12%
Adjusted EBITDA 87.5 100.4 112.9 +12%
Adjusted net profit for the year 9.8 32.2 41.8 +30%
Net profit for the year 42.1 38.3 19.5 -49%
Average fleet utilisation 94% 92% 87% -5%
Net leverage ratio 3.05:1 2.0:1 1.39:1 -31%
Net bank debt 267.3 201.2 156.6 -22%
2025 Financial Highlights
· Revenue increased by 12% to US$ 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 2024 2023
US$m US$m 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 Gross profit before depreciation, amortisation and impairment charges
US$'000 US$'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 Restricted reserve Group restructuring reserve Share based payment reserve Capital contribution Translation Retained earnings Attributable to the owners of the Company Non-controlling interest Total equity
account reserve
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 1 January 2026
Instruments and Contracts Referencing Nature-dependent Electricity
Annual improvements to IFRS Accounting Standards - Volume 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
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.
IFRS 19 Subsidiaries without Public Accountability Disclosures 1 January 2027
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Optional
Investor and its Associate or Joint Venture
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, 24(th) Karama Street, P.O. Box 46046, Abu 100% 100% Marine Contractor
Dhabi, United Arab Emirates
Gulf Marine Services W.L.L. - Qatar Branch Qatar 22 Floor, Office 22, Tornado Tower, Majilis Al Tawoon Street, P.O. Box 27774, 100% 100% Marine Contractor
Doha, Qatar
GMS Global Commercial Invt LLC United Arab Emirates Office 403, International Tower, 24(th) Karama Street, P.O. Box 46046, Abu 100% 100% General Investment
Dhabi, United Arab Emirates
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, 75% 75% Operator of offshore barges
Eastern Province , P.O. Box 31411 Kingdom Saudi Arabia
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 100% 100% Holding Company
of Panama
Offshore Logistics Invt SA** Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, N/A 100% Dormant
Republic of Panama
Offshore Accommodation Invt SA** Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic N/A 100% Dormant
of Panama
Offshore Jack-up Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Kamikaze"
of Panama
Offshore Structure Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Kikuyu"
of Panama
Offshore Craft Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "GMS Endeavour"
of Panama
Offshore Maritime Invt SA** Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic N/A 100% Dormant
of Panama
Offshore Tugboat Invt SA** Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic N/A 100% Dormant
of Panama
Offshore Boat Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Kawawa"
of Panama
Offshore Kudeta Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Kudeta"
of Panama
GMS Endurance Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Endurance"
of Panama
GMS Enterprise Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Enterprise"
of Panama
GMS Sharqi Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Sharqi"
Republic of Panama
GMS Scirocco Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Scirocco"
Republic of Panama
GMS Shamal Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Shamal"
Republic of Panama
GMS Keloa Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Keloa"
Republic of Panama
GMS Pepper Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Pepper"
Republic of Panama
GMS Evolution Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Evolution"
Republic of Panama
GMS Phoenix Investment SA** Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic N/A 100% Dormant
of Panama
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, 100% 100% Operator of offshore barges
Doha, Qatar
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, 100% N/A Owner of Barge
Republic of Panama
* 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:
Impairment Impairment
reversal / (Impairment) Recoverable reversal / (Impairment) Recoverable
Cash Generating Unit (CGUs) 2025 amount 2024 amount
US$'000 2025 US$'000 2024
US$'000 US$'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:
Day rate change % on 2026 levels Utilisation change %
Vessels class 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:
Day rate change % on 2025 levels Utilisation change %
Vessels class 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 196,425
(Note 21) 142,224
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:
Inter-relationship between significant unobservable inputs and fair value
measurement
Significant unobservable inputs
Description Valuation technique
Interest rate swaps Swap models: The fair value is calculated as the present value of estimated Not applicable Not applicable
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.
Forward foreign currency contract Forward pricing: The fair value is determined using quoted foreign exchange Not applicable Not applicable
rates at the reporting date and present value calculations based on high
credit quality yield curves in the respective currencies.
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 Total 1 to 3 4 to 12 months 2 to 5
Carrying amount months years
31 December 2025 US$'000 US$'000 US$'000
US$'000 US$'000
Non-interest bearing financial liabilities
Trade and other payables* 39,746 39,746 39,746 - -
Interest rate swap 131 131 - - 131
Forward foreign exchange contracts - - 510
510 510
Interest bearing financial liabilities 5.9%-6.8%
Bank borrowings- principal 180,221 184,351 8,499 30,533 145,319
Interest on bank borrowings - 25,543 2,390 7,339 15,814
Lease liabilities 34,327 36,180 7,678 11,999 16,503
Interest on lease liabilities - 1,853 403 920 530
254,935 288,314 58,716 50,791 178,807
Interest rate Total 4 to 12 2 to 5
Carrying amount 1 to 3 months Years
Months
US$'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 18,895 37,976
for the year attributable to Owners of the Company (US$'000)
Profit for the purpose of adjusted basic and diluted earnings per share 41,191 31,933
(US$'000) (Note 30)
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.
Bank borrowings
Derivatives Lease liabilities (Note 21)
(Note 11) (Note 22)
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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