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These financial statements on pages 1 to 125 were approved by the Board of Directors and authorised for issue on 28 April 2026 and signed on its behalf by David S. O\u2019Connor (Chairman) and Olivier Bernard (Co-Chief Executive Officer) as per Directors\u2019 declaration on ESEF Annual Report submitted in conjunction with Annual Report 2025.
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"ifrs-full:BankOverdraftsClassifiedAsCashEquivalents", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2026-01-01T00:00:00", "unit": "iso4217:EUR" } }, "shtag_11998477": { "value": "2002344.0", "decimals": 0, "dimensions": { "concept": "ifrs-full:BankOverdraftsClassifiedAsCashEquivalents", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00", "unit": "iso4217:EUR" } }, "shtag_11998478": { "value": "19339347.0", "decimals": 0, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2026-01-01T00:00:00", "unit": "iso4217:EUR" } }, "shtag_11998479": { "value": "16950026.0", "decimals": 0, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00", "unit": "iso4217:EUR" } }, "v1-page89-cflshid_33957-tag11997955": { "value": "1Reporting company
MedservRegis p.l.c. (the \u201cCompany\u201d) is a public liability company domiciled and incorporated in Malta. The principal activity of the Company is that of a holding company (see note 20).
The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries (together referred to as \u2018the Group\u2019 and individually \u2018Group entities\u2019).
2Basis of preparation
2.4Functional and presentation currency
These financial statements are presented in euro (\u20ac), which is the Company\u2019s functional currency and the Group\u2019s presentation currency.
20Investment in subsidiaries
20.3List of subsidiaries and sub-subsidiaries
The subsidiaries and sub-subsidiaries consist of the following:
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries
Medserv International LimitedPort of Marsaxlokk BirzebbugiaMalta100.00100.00Logistical support and other services25
Medserv Eastern Mediterranean LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Holding company and rental of cargo carrying units20
Medserv Libya LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services20
Medserv M.E. LimitedPort of Marsaxlokk Birzebbugia Malta-100.00Holding company100
MedservOperations LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries (continued)
Regis Holdings LimitedC/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius. 100.00100.00Holding company100
METS ME Limited4319, Floor 43, Addax Office Tower, Tamouh, AL Reem Island, Abu Dhabi, UAE100.00100.00Holding company100
Sub-subsidiaries
Medserv (Cyprus) LimitedKaraiskakis StreetLimassol, Cyprus80.0080.00Logistical support and other services100
Medserv Energy TT Limited18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I.100.00100.00Logistical support and other services100
Medserv EgyptOil & Gas Services J.S.C51, Tanta StreetCairo, Egypt80.0080.00Logistical support and other services100
Middle East Tubular Services LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in U.A.E.100
Middle East Tubular Services LLC (FZC) (Oman)PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services (Iraq) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in Southern Iraq100
Middle East Tubular Services (Gulf) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00Holding company100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
Middle East Comprehensive Tubular Services (Duqm) L.L.C.PO Box 45PC102The Special Economic Zone of DuqmAl Duqm, Al WustaSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services Uganda SMC Limited BMK House 4th Floor RM 402 Plot 4-5 Nyabong Road, Kololo Kampala P.O. Box 27689, Kampala-100.00OCTG services in Uganda100
Medserv Mozambique Limitada Mozambique, Cidade de Maputo Distrito Kampfumo Bairro da Sommesrchield, Rua Frente de libertacao de Mozambique, n. 224100.00100.00Logistical support and other services 100
Regis Shipping Lda Estrada Nacional EN106, Muxara Pemba, Cabo Delgado Mozambique65.0065.00Logistical support and other services100
Regis Management Services Limited C/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius100.00100.00Logistical support and other services100
Regis Export Trading International Proprietary Limited 343 Kent Avenue, Randburg, Garden Mall, Ferndale, Randburg, Gauteng 2194100.00100.00Trading and Exportation activities100
MedservRegis ME LLC6841, Aamir Ibn Saad Ibn Al Hariath Street,Ash Shati Ash Sharqi Dist, PC - 32413Dammam, Kingdom of Saudi Arabia100.00100.00OCTG services in Kingdom of Saudi Arabia100
METS Tubular Services LLCEast 9, Safia Hamel Khadem Building, Shk. Zayed Bin Sultan Street, Al Danah, Abu Dhabi100.00100.00OCTG services in U.A.E.100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
MedservRegis Logistics and Trading Namibia (Proprietary) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Verger Investimentos, LdaRua Joaquim Kapango, Edif\u00edcio Kimpa Vita Atrium, 1\u00ba andar, escrit\u00f3rio 103, Distrito Urbano de Ingombota, Munic\u00edpio de Luanda, Angola100.00100.00Logistical support and other services100
Regis Mozambique LimitadaRua da Porto Nr. 94/4,Pemba, Cabo Delagado,Mozambique100.00100.00Logistical support and other services100
MedservRegis SWT Oil and Gas Services (PROPRIETARY) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Regis Uganda LimitedPlot 38,Elizabeth Avenue, Kololo,Kampala Uganda100.00100.00Logistical support and other services100
MedservRegis (Guyana) Inc.Lot 78 Hadfield Street,Werk-en-RustGeorgetownGuyana100.00100.00Logistical support and other services100
MedservRegis ME Heavy & Light Machinery & Equipment Rental LLC296, Dubai Financial Support, Bur Dubai, Dubai, United Arab Emirates 100.00100.00Holding Company100
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997961": { "value": "1Reporting companyThe Group is primarily involved in providing shore base logistics and engineering services to the offshore oil and gas industry and supply chain management for Oil Country Tubular Goods (OCTG) to support the onshore oil and gas industry. It also provides equipment, procurement, and specialised services to a wide range of customers, including national and international energy companies, drilling and mining companies, as well as product and equipment manufacturers and other heavy industry-related contractors across the globe, reaching the Mediterranean countries, Middle East, South America, sub-Saharan Africa including a number of emerging markets such as Mozambique, Uganda, and Angola.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33960-tag11997951": { "value": "MedservRegis p.l.c. ", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33960-tag11998107": { "value": "MedservRegis p.l.c. ", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33961-tag11998103": { "value": "MedservRegis p.l.c.", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33960-tag11997954": { "value": "public liability company ", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33974-tag11997952": { "value": "Malta", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33974-tag11997953": { "value": "Malta", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33974-tag11998098": { "value": "Malta", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997958": { "value": "
2Basis of preparation
2.1Statement of compliance
These consolidated and separate financial statements as at and for the year ended 31 December 2025 have been prepared in accordance with International Reporting Standards (IFRS) as adopted by the EU. All references in these financial statements to IAS, IFRS or SIC / IFRIC interpretations refer to those adopted by the EU. These financial statements have also been drawn up in accordance with the provisions of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the \u201cAct\u201d).
Article 4 of Regulation 1606/2002/EC requires that, for each financial year starting on or after 1 January 2005, companies governed by the law of an EU Member State shall prepare their consolidated financial statements in conformity with IFRS as adopted by the EU if, at their reporting date, their securities are admitted to trading on a regulated market of any EU Member State.
Details of the Group\u2019s material accounting policy information is included in Note 4.
2.2Going concern
The Group generated a profit after tax for the year amounting to \u20ac5.5 million (2024 profit: \u20ac2.1 million), it reported an adjusted EBITDA (note 6) of \u20ac22 million (2024: \u20ac16.1 million) and generated operating cash inflows of \u20ac14.8 million (2024: \u20ac17.4 million). The Group\u2019s net asset value amounted to \u20ac57.3 million (2024: \u20ac56.4 million) and positive working capital amounted to \u20ac24.4 million (2024: \u20ac24.4 million).
The Company, which primarily acts as a treasury vehicle for the Group, generated a profit for the year amounting to \u20ac5.2 million (2024: \u20ac4.8 million) and had a net asset value of \u20ac27.2 million (2024: \u20ac24.5 million). As at year end, the Company reported negative working capital of \u20ac10.6 million (2024: negative \u20ac5.4 million). However, this position arises primarily due to the balance of unsecured notes amounting to \u20ac13.6 million which were redeemed on 5 February 2026 (see note 35). In prior year, the negative working capital was primarily due to an amount of \u20ac7.8 million payable to its subsidiaries. Excluding these balances, the Company\u2019s adjusted working capital is positive. Given the nature of these balances and the Company's role within the Group, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, and has enough liquidity to honour its liabilities as and when they fall due.
The Group has \u20ac25.6 million of resources comprising cash and cash equivalents, unused credit lines and investments at FVTPL as at reporting date. The Group\u2019s cash and cash equivalents include an amount of \u20ac4.6 million held by a subsidiary and which are subject to exchange controls on remittance outside of the jurisdiction in which it operates (note 23).
With a strengthened operational and financial position, supported by a growing project pipeline and expanded geographic footprint, the Group continues to focus on capturing opportunities in both established and emerging energy markets. The Group and the Company are well positioned to participate in many of the largest energy projects scheduled over the next five years.
The directors have also considered the potential impact of ongoing geopolitical tensions in the Middle East on the Group\u2019s operations, financial performance and liquidity (see note 35). While the situation remains uncertain and may give rise to increased market volatility, inflationary pressures and potential supply chain disruptions, the Group\u2019s operations in the region have continued without material disruption to date. The Group benefits from a diversified geographic footprint, a strong and creditworthy customer base, stable and predictable cash inflows, and a solid liquidity position, which mitigate potential adverse impacts. Accordingly, the directors do not consider that the current situation gives rise to a material uncertainty that may cast significant doubt on the Group\u2019s ability to continue as a going concern.
Considering the factors and circumstances as described above, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
2.3Basis of measurement
The financial statements have been prepared on the historical cost basis, except for investments at FVTPL.
2.4Functional and presentation currency
These financial statements are presented in euro (\u20ac), which is the Company\u2019s functional currency and the Group\u2019s presentation currency.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997957": { "value": "
2Basis of preparation
2.1Statement of compliance
These consolidated and separate financial statements as at and for the year ended 31 December 2025 have been prepared in accordance with International Reporting Standards (IFRS) as adopted by the EU. All references in these financial statements to IAS, IFRS or SIC / IFRIC interpretations refer to those adopted by the EU. These financial statements have also been drawn up in accordance with the provisions of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the \u201cAct\u201d).
Article 4 of Regulation 1606/2002/EC requires that, for each financial year starting on or after 1 January 2005, companies governed by the law of an EU Member State shall prepare their consolidated financial statements in conformity with IFRS as adopted by the EU if, at their reporting date, their securities are admitted to trading on a regulated market of any EU Member State.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997960": { "value": "
2Basis of preparation
2.4Functional and presentation currency
These financial statements are presented in euro (\u20ac), which is the Company\u2019s functional currency and the Group\u2019s presentation currency.
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
24Capital and reserves
24.3Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in a foreign operation.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997959": { "value": "
2Basis of preparation
2.4Functional and presentation currency
These financial statements are presented in euro (\u20ac), which is the Company\u2019s functional currency and the Group\u2019s presentation currency.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page89-cflshid_33957-tag11997956": { "value": "
2Basis of preparation
2.2Going concern
The Group generated a profit after tax for the year amounting to \u20ac5.5 million (2024 profit: \u20ac2.1 million), it reported an adjusted EBITDA (note 6) of \u20ac22 million (2024: \u20ac16.1 million) and generated operating cash inflows of \u20ac14.8 million (2024: \u20ac17.4 million). The Group\u2019s net asset value amounted to \u20ac57.3 million (2024: \u20ac56.4 million) and positive working capital amounted to \u20ac24.4 million (2024: \u20ac24.4 million).
The Company, which primarily acts as a treasury vehicle for the Group, generated a profit for the year amounting to \u20ac5.2 million (2024: \u20ac4.8 million) and had a net asset value of \u20ac27.2 million (2024: \u20ac24.5 million). As at year end, the Company reported negative working capital of \u20ac10.6 million (2024: negative \u20ac5.4 million). However, this position arises primarily due to the balance of unsecured notes amounting to \u20ac13.6 million which were redeemed on 5 February 2026 (see note 35). In prior year, the negative working capital was primarily due to an amount of \u20ac7.8 million payable to its subsidiaries. Excluding these balances, the Company\u2019s adjusted working capital is positive. Given the nature of these balances and the Company's role within the Group, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, and has enough liquidity to honour its liabilities as and when they fall due.
The Group has \u20ac25.6 million of resources comprising cash and cash equivalents, unused credit lines and investments at FVTPL as at reporting date. The Group\u2019s cash and cash equivalents include an amount of \u20ac4.6 million held by a subsidiary and which are subject to exchange controls on remittance outside of the jurisdiction in which it operates (note 23).
With a strengthened operational and financial position, supported by a growing project pipeline and expanded geographic footprint, the Group continues to focus on capturing opportunities in both established and emerging energy markets. The Group and the Company are well positioned to participate in many of the largest energy projects scheduled over the next five years.
The directors have also considered the potential impact of ongoing geopolitical tensions in the Middle East on the Group\u2019s operations, financial performance and liquidity (see note 35). While the situation remains uncertain and may give rise to increased market volatility, inflationary pressures and potential supply chain disruptions, the Group\u2019s operations in the region have continued without material disruption to date. The Group benefits from a diversified geographic footprint, a strong and creditworthy customer base, stable and predictable cash inflows, and a solid liquidity position, which mitigate potential adverse impacts. Accordingly, the directors do not consider that the current situation gives rise to a material uncertainty that may cast significant doubt on the Group\u2019s ability to continue as a going concern.
Considering the factors and circumstances as described above, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
6Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)
The Directors have presented the performance measure adjusted EBITDA because they monitor this performance measure at a consolidated level and they believe this measure is relevant to an understanding of the Group\u2019s financial performance. Adjusted EBITDA is calculated by adjusting profit from continuing operations to exclude the impact of taxation, net finance income/(costs), depreciation, amortisation and impairment losses related to goodwill, intangible assets, and property, plant and equipment.
Adjusted EBITDA is not a defined performance measure in IFRS standards and as a result, the Group\u2019s definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.
Reconciliation of adjusted EBITDA to profit from continuing operations.
The Group
20252024
Notes\u20ac\u20ac
Profit for the year from continuing operations5,502,5002,095,453
Tax expense 132,015,9491,774,348
Profit before tax 7,518,4493,869,801
Adjustments for:
- Net finance costs124,639,5562,410,495
- Depreciation14, 328,437,8408,335,315
- Amortisation of intangible assets151,238,4141,238,413
- Impairment loss on remeasurement of assets held for sale14.566,786101,544
- Net impairment loss on property, plant and equipment14.694,944146,449
Adjusted EBITDA21,995,98916,102,017
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page90-cflshid_34479-tag11997964": { "value": "
3Use of judgements and estimates
In preparing these financial statements, management has made judgements and estimates that affect the application of Group\u2019s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and the Group based its assumptions and estimates on parameters available at the reporting date. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Group. Revisions to accounting estimates are recognised prospectively.
Information about areas involving a higher degree of judgements or complexity in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements and information about assumptions and estimation uncertainties at 31 December 2025 and 2024 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:
-Note 14 and 32 \u2013 impairment test of property, plant and equipment and right-of-use assets of the Group: key assumptions underlying recoverable amounts;
-Note 20 \u2013 impairment test of investments in subsidiaries: key assumptions underlying recoverable amounts;
\u00a0\u00a0
-Note 15 \u2013 impairment test of goodwill and intangible assets: key assumptions underlying recoverable amount;
-Note 16 \u2013 recognition of deferred tax assets: availability of future taxable profit against which investment tax credits can be utilised;
\u00a0\u00a0
-Note 31.4 \u2013 measurement of expected credit loss (ECL) allowance for trade receivables: key assumptions in determining the loss given default and macro-economic adjustments; and
-Note 32 \u2013 determining the lease term and the discount rate: Key assumptions in determining extension option and estimating the incremental borrowing rate.
4Material accounting policy information
4.3Financial instruments
4.3.3Impairment
4.3.3.2 Measurement of ECLs
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period ranging from 36 to 60 months before 1 January 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
14Property, plant and equipment
14.6Impairment test
The recoverable amounts of individual assets tested for impairment are determined using fair value less costs of disposal (FVLCD) or value in use (VIU) (depending on which assessment resulted in a higher recoverable amount) and are allocated to the Cash Generating Units (CGU) or groups of CGUs to which they form part.
As a result of the impairment assessments carried out by management on the respective CGU at a subsidiary level, the following impairment losses were recognised during 2025. The table below provides information on CGUs where the recoverable amount approximates the carrying amount of the CGU at the reporting date.
2025 BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvementsILSSLogistics hub12,994,575-12,994,57515,346,378FVLCD
Regis MozambiqueBuildings and plant and equipmentILSSMozambique Logistics2,947,891-2,947,8915,825,125FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics861,94994,944767,0051,038,135FVLCD
MR GuyanaPlant and equipmentILSSGuyana Logistics1,541,725-1,541,7251,541,725FVLCD
Total18,346,14094,94418,251,19623,751,363
\"\"
The following impairment losses were recognised in 2024:
2024BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvements and plant and equipmentILSSLogistics hub12,087,05287,37511,999,67711,999,677FVLCD
Regis MozambiqueBuildings and property improvements and plant and equipmentILSSMozambique Logistics3,986,909-3,986,9096,021,601FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics1,251,72759,0741,192,6531,430,456FVLCD
Medserv EgyptBuildings, base improvements, plant and equipment, motor vehiclesILSSEgypt logistics2,980,401-2,980,4013,533,385FVLCD
ILSSEgypt materials management694,046-694,046945,619FVLCD
Total21,000,135146,449 20,853,68623,930,738
\"\"
A total impairment loss of \u20ac94,944 (2024: \u20ac146,449) was recognised as per above table and recorded in \u2018cost of sales\u2019.
Fair value less cost of disposal (FVLCD)
The key inputs used by management in determining the recoverable amounts using FVLCD were:
-the economic useful life of the non-current assets;
-the inflation rate; and
-market prices for comparable assets.
The table below sets out the key assumptions used by management in determining the recoverable amount of the CGUs to which the assets were allocated where significant impairment was recognised or indicators of impairment were identified during 2025 and 2024.
2025CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub15,346,3786-50 years2.52%
Mozambique Logistics5,825,12510-50 yearsN/A
Uganda Logistics1,038,1353-50 yearsN/A
Guyana logistics1,541,72510 yearsN/A
2024CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub11,999,6776-50 years2.56%
Mozambique Logistics6,021,60110-50 yearsN/A
Uganda Logistics1,430,4563-50 yearsN/A
Egypt Logistics3,533,38515 yearsN/A
Egypt materials management945,61915 yearsN/A
The tables below provide a sensitivity of the recoverable amount of the CGUs using the FVLCD to possible shifts in key assumptions as at 31 December 2025 and 31 December 2024 for those CGUs where an impairment was recognised or indicators of impairment were identified.
CGU31 December 2025Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.9 mil- / + 1.53 mil- 3.7 / + 4 mil
Mozambique Logistics- / + 0.34 mil- / + 0.58 milN/A
Uganda Logistics- / + 0.06 mil- / + 0.1 milN/A
Guyana logistics - / + 0.09 mil - / + 0.15 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.71 mil- / + 1.2 mil- 4.5 / + 4.1 mil
Mozambique Logistics- / + 0.35 mil- / + 0.60 milN/A
Uganda Logistics- / + 0.08 mil- / + 0.14 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal (+/- 4 %)Depreciation rate (+/- 10 %)Inflation rate (+/- 0.5%)
\u20ac\u20ac\u20ac
Egypt Logistics- / + 0.15 mil- / + 0.35 milN/A
Egypt materials management- / + 0.04 mil- / + 0.09 milN/A
15Intangible assets and goodwill
15.3Impairment test
15.3.1Impairment test for goodwill and intangible assets arising from business combination
Goodwill and intangible assets allocated to CGUs within the Group\u2019s operating segments
Goodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.
Goodwill and intangible assets subject to impairment testing in 2025:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 206,2043,090,6853,296,889
7,750,1555,320,50213,070,657
Goodwill and intangible assets subject to impairment testing in 2024:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill 6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 248,7864,286,5174,535,303
7,792,7376,516,33414,309,071
15.3.2Valuation approaches
Value in use (\u2018VIU\u2019)
The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make.
The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments.
Key assumptions and inputs
The businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:
\u00a0
\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;
\u25aathe concentration risk due to dependency on a few customers; and
\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.
Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.
While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.
For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows.
For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062.
-Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.
-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.
-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.
-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period.
15.3.3Goodwill
In the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.
In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.
The key assumptions used in the estimation of VIU for the ILSS segment are as follows.
Goodwill2025ILSS segmentVIU
Discount rates, range 12% - 38.4%
Weighted average discount rates24.6%
Weighted average EBITDA margin21.3%
Extrapolation growth rate 2.0%
Weighted average annual revenue growth rate 3.95%
The probability weights for the applied scenarios are as follows:
Goodwill2025ILSS segmentVIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised.
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2025Change required
GoodwillCGUs underILSS segment
Discount rate+0.13%
EBITDA margin-0.06%
Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.
15.3.4Trademarks, tradenames and other related assets
The key assumptions used in the estimation of VIU are as follows.
2025
Trademark and Tradenames and other related assets ILSS segment VIU
Discount rates, range12.0% - 27.0%
Weighted average discount rates15.0%
Extrapolation growth rate 2.0%
The probability weights for the applied scenarios are as follows:
2025
Trademark and Tradenames and other related assetsILSS segment VIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amounts of the group of CGUs under the OCTG and ILSS segments with respect to the trademark and tradenames and other related assets was higher than their carrying amount in 2025 and prior year and thus no impairment loss was recognised.
15.3.5Customer contracts
The estimated recoverable amount of the customer contracts allocated to the group of CGUs under the ILSS and OCTG segments was not assessed for impairment, as no indicators of impairment were identified in 2025 or in the prior year.
15.3.6Comparative disclosures
In the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.
Key assumptions and inputs
2024
GoodwillILSS segment VIUOCTG segment VIU
Discount rates, range16.5% - 37%10.7% - 22.0%
Weighted average discount rates27.1%14.3%
Weighted average EBITDA margin30.1%37.0%
Extrapolation growth rate 2.0%2.0%
Weighted average annual revenue growth rate 7.96%1.6%
2024
Trademark and Tradenames and other related assets ILSS segment VIUOCTG segment VIU
Discount rates, range12.0% - 27.4%10.7% - 22.0%
Weighted average discount rates15.8%14.3%
Extrapolation growth rate 2.0%2.0%
The probability weights for the applied scenarios were as follows:
2024
Goodwill and Trademark and Tradenames and other related assetsILSS segment VIUOCTG segment VIU
Base case scenarios range60% - 80%60%
Base case scenarios average 60.8%60.0%
Upside scenarios range 10% - 20%20% - 30%
Upside scenarios average19.6%24.1%
Downside scenarios range 10% - 20%10% - 20%
Downside scenarios average19.6%15.9%
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2024Change required
GoodwillCGUs under ILSS segmentCGUs under OCTG segment
Discount rate+1.26%+23.38%
EBITDA margin-0.69%-10.07%
Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/A
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.
16Deferred tax assets and liabilities
16.4Recognition of deferred tax asset on investment tax credits
As at 31 December 2025, the Company\u2019s subsidiary, Medserv Operations Limited, recognised a deferred tax asset relating to investment tax credits amounting to \u20ac7,159,095 (2024: \u20ac8,548,770). During the year, the subsidiary utilised \u20ac1,389,675 (2024: \u20acnil) of these investment tax credits. In the prior year, the subsidiary derecognized \u20ac517,447 of this deferred tax asset following a reassessment of the recoverability of the underlying tax credits within the projection period.
The recognition of the deferred tax asset is based on detailed profit forecasts for the projection period. These forecasts reflect reasonable and supportable assumptions regarding expected business growth, including projected revenues from maintenance projects and the provision of logistics support services to the offshore oil and gas industry. The recoverability of the deferred tax asset depends on the availability of future taxable profits against which the investment tax credits can be utilised. Historical values and profitability, recent trading levels, and secured or anticipated project pipelines have been considered in determining the probability of utilisation of these investment tax credits within the projection period.
The extent of utilization of the investment tax credits assumed that the profit forecasts will be subject to the tax rate of 35%, being the enacted corporate tax rate in Malta. The investment tax credits were granted under regulation 5 of the BPRs and regulation 4 of the IARs in Malta. These tax credits do not have an expiry date.
16.5Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of:
-Unutilised tax losses and investment tax credits carried forward amounting to \u20ac8,486,500 (2024: \u20ac8,514,686) generated during prior years available to the Group subsidiaries. Certain countries allow tax losses to be carried forward for a maximum period of five years. The tax losses carried forward are available for offset against future tax profits as follows:
Financial year endingTax year ending2025\u20ac2024\u20ac
31 December 20252025/2026-569,233
31 December 20262026/2027--
31 December 20272027/2028--
31 December 20282028/2029425,371461,656
31 December 20292029/2030369,988345,271
No expiry7,691,1417,138,526
8,486,5008,514,686
No deferred tax asset has been recognized with respect to these tax losses since management are of the opinion that these subsidiaries will not be able to generate sufficient taxable profit against which these losses can be utilized.
31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.2 Trade receivables and contract assets
Through the Financial Risk Committee, the Group has an internal control system which identifies at an early stage any events of default. The Group\u2019s review includes external ratings, if they are available, financial statements, credit agency information and industry information. Most of the Group\u2019s customers have been transacting with the Group for a number of years, and losses rarely occur. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, aging profile, maturity, trade history with the Group and existence of previous financial difficulties.
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
32Leases
32.1As a lessee
32.1.3Critical judgements, estimates and assumptions with respect to lease
Some leases contain extension options exercisable by the Group up to one year before the end of the contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable by the Group and not by the lessors. The Group assesses at the lease commencement whether it is reasonably certain to exercise the extension options and subsequently reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The extension options provided to the Group were assessed by management and any extension options exercisable by the Group that were considered to be reasonably certain to be exercised were recognised.
The Group has estimated that the potential future cash outflows (undiscounted), should it exercise the extension options which have not been recognised would amount to approximately \u20ac15 million (2024: \u20ac15.7 million).
Incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities.
The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group \u2018would have to pay\u2019, which requires estimation when no observable rates are available (such as subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary\u2019s stand-alone credit rating).
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page90-cflshid_34479-tag11997963": { "value": "3Use of judgements and estimatesIn preparing these financial statements, management has made judgements and estimates that affect the application of Group\u2019s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and the Group based its assumptions and estimates on parameters available at the reporting date. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Group. Revisions to accounting estimates are recognised prospectively. Information about areas involving a higher degree of judgements or complexity in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements and information about assumptions and estimation uncertainties at 31 December 2025 and 2024 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:-Note 14 and 32 \u2013 impairment test of property, plant and equipment and right-of-use assets of the Group: key assumptions underlying recoverable amounts; -Note 20 \u2013 impairment test of investments in subsidiaries: key assumptions underlying recoverable amounts;\u00a0\u00a0-Note 15 \u2013 impairment test of goodwill and intangible assets: key assumptions underlying recoverable amount;-Note 16 \u2013 recognition of deferred tax assets: availability of future taxable profit against which investment tax credits can be utilised; \u00a0\u00a0-Note 31.4 \u2013 measurement of expected credit loss (ECL) allowance for trade receivables: key assumptions in determining the loss given default and macro-economic adjustments; and-Note 32 \u2013 determining the lease term and the discount rate: Key assumptions in determining extension option and estimating the incremental borrowing rate. 4Material accounting policy information4.3Financial instruments4.3.3Impairment4.3.3.2 Measurement of ECLsThe Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.The expected loss rates are based on the payment profiles of sales over a period ranging from 36 to 60 months before 1 January 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.14Property, plant and equipment 14.6Impairment testThe recoverable amounts of individual assets tested for impairment are determined using fair value less costs of disposal (FVLCD) or value in use (VIU) (depending on which assessment resulted in a higher recoverable amount) and are allocated to the Cash Generating Units (CGU) or groups of CGUs to which they form part.As a result of the impairment assessments carried out by management on the respective CGU at a subsidiary level, the following impairment losses were recognised during 2025. The table below provides information on CGUs where the recoverable amount approximates the carrying amount of the CGU at the reporting date.2025 BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology\u20ac\u20ac\u20ac\u20acMedserv OperationsBuildings and property improvementsILSSLogistics hub12,994,575-12,994,57515,346,378FVLCDRegis MozambiqueBuildings and plant and equipmentILSSMozambique Logistics2,947,891-2,947,8915,825,125FVLCDRegis UgandaPlant and equipmentILSSUganda Logistics861,94994,944767,0051,038,135FVLCDMR GuyanaPlant and equipmentILSSGuyana Logistics1,541,725-1,541,7251,541,725FVLCDTotal18,346,14094,94418,251,19623,751,363The following impairment losses were recognised in 2024:2024BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology\u20ac\u20ac\u20ac\u20acMedserv OperationsBuildings and property improvements and plant and equipmentILSSLogistics hub12,087,05287,37511,999,67711,999,677FVLCDRegis MozambiqueBuildings and property improvements and plant and equipmentILSSMozambique Logistics3,986,909-3,986,9096,021,601FVLCDRegis UgandaPlant and equipmentILSSUganda Logistics1,251,72759,0741,192,6531,430,456FVLCDMedserv EgyptBuildings, base improvements, plant and equipment, motor vehiclesILSSEgypt logistics2,980,401-2,980,4013,533,385FVLCDILSSEgypt materials management694,046-694,046945,619FVLCDTotal21,000,135146,449 20,853,68623,930,738A total impairment loss of \u20ac94,944 (2024: \u20ac146,449) was recognised as per above table and recorded in \u2018cost of sales\u2019.Fair value less cost of disposal (FVLCD)The key inputs used by management in determining the recoverable amounts using FVLCD were: -the economic useful life of the non-current assets; -the inflation rate; and-market prices for comparable assets.The table below sets out the key assumptions used by management in determining the recoverable amount of the CGUs to which the assets were allocated where significant impairment was recognised or indicators of impairment were identified during 2025 and 2024.2025CGURecoverable amount\u20acKey InputsEconomic Useful life on acquisitionAverage Inflation rateLogistics hub15,346,3786-50 years2.52%Mozambique Logistics5,825,12510-50 yearsN/AUganda Logistics1,038,1353-50 yearsN/AGuyana logistics1,541,72510 yearsN/A2024CGURecoverable amount\u20acKey InputsEconomic Useful life on acquisitionAverage Inflation rateLogistics hub11,999,6776-50 years2.56%Mozambique Logistics6,021,60110-50 yearsN/AUganda Logistics1,430,4563-50 yearsN/AEgypt Logistics3,533,38515 yearsN/AEgypt materials management945,61915 yearsN/AThe tables below provide a sensitivity of the recoverable amount of the CGUs using the FVLCD to possible shifts in key assumptions as at 31 December 2025 and 31 December 2024 for those CGUs where an impairment was recognised or indicators of impairment were identified. CGU31 December 2025Key InputsLess cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)\u20ac\u20ac\u20acLogistics hub- / + 0.9 mil- / + 1.53 mil- 3.7 / + 4 milMozambique Logistics- / + 0.34 mil- / + 0.58 milN/AUganda Logistics- / + 0.06 mil- / + 0.1 milN/AGuyana logistics - / + 0.09 mil - / + 0.15 milN/ACGU31 December 2024Key InputsLess cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)\u20ac\u20ac\u20acLogistics hub- / + 0.71 mil- / + 1.2 mil- 4.5 / + 4.1 milMozambique Logistics- / + 0.35 mil- / + 0.60 milN/AUganda Logistics- / + 0.08 mil- / + 0.14 milN/ACGU31 December 2024Key InputsLess cost of disposal (+/- 4 %)Depreciation rate (+/- 10 %)Inflation rate (+/- 0.5%)\u20ac\u20ac\u20acEgypt Logistics- / + 0.15 mil- / + 0.35 milN/AEgypt materials management- / + 0.04 mil- / + 0.09 milN/A15Intangible assets and goodwill 15.3Impairment test15.3.1Impairment test for goodwill and intangible assets arising from business combinationGoodwill and intangible assets allocated to CGUs within the Group\u2019s operating segmentsGoodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.Goodwill and intangible assets subject to impairment testing in 2025:ILSS segmentOCTG segmentTotal\u20ac\u20ac\u20acGoodwill6,954,3171,882,4498,836,766Trademarks, tradenames and related assets 589,634347,368937,002Customer contracts 206,2043,090,6853,296,8897,750,1555,320,50213,070,657Goodwill and intangible assets subject to impairment testing in 2024:ILSS segmentOCTG segmentTotal\u20ac\u20ac\u20acGoodwill 6,954,3171,882,4498,836,766Trademarks, tradenames and related assets 589,634347,368937,002Customer contracts 248,7864,286,5174,535,3037,792,7376,516,33414,309,07115.3.2Valuation approaches Value in use (\u2018VIU\u2019)The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make. The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments. Key assumptions and inputsThe businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:\u00a0\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;\u25aathe concentration risk due to dependency on a few customers; and\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows. For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062. -Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period. 15.3.3GoodwillIn the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.The key assumptions used in the estimation of VIU for the ILSS segment are as follows.Goodwill2025ILSS segmentVIUDiscount rates, range 12% - 38.4%Weighted average discount rates24.6%Weighted average EBITDA margin21.3%Extrapolation growth rate 2.0%Weighted average annual revenue growth rate 3.95%The probability weights for the applied scenarios are as follows:Goodwill2025ILSS segmentVIUBase case scenarios range60% - 80% Base case scenarios average60.7%Upside scenarios range10% - 20% Upside scenarios average19.6%Downside scenarios range10% - 20%Downside scenarios average19.6%Impairment lossesThe estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised. Sensitivity analysisThe following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.31 December 2025Change requiredGoodwillCGUs underILSS segmentDiscount rate+0.13%EBITDA margin-0.06%Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.15.3.4Trademarks, tradenames and other related assetsThe key assumptions used in the estimation of VIU are as follows.2025Trademark and Tradenames and other related assets ILSS segment VIUDiscount rates, range12.0% - 27.0%Weighted average discount rates15.0%Extrapolation growth rate 2.0%The probability weights for the applied scenarios are as follows:2025Trademark and Tradenames and other related assetsILSS segment VIUBase case scenarios range60% - 80%Base case scenarios average60.7%Upside scenarios range10% - 20%Upside scenarios average19.6%Downside scenarios range10% - 20%Downside scenarios average19.6%Impairment lossesThe estimated recoverable amounts of the group of CGUs under the OCTG and ILSS segments with respect to the trademark and tradenames and other related assets was higher than their carrying amount in 2025 and prior year and thus no impairment loss was recognised.15.3.5Customer contractsThe estimated recoverable amount of the customer contracts allocated to the group of CGUs under the ILSS and OCTG segments was not assessed for impairment, as no indicators of impairment were identified in 2025 or in the prior year.15.3.6Comparative disclosuresIn the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.Key assumptions and inputs 2024GoodwillILSS segment VIUOCTG segment VIUDiscount rates, range16.5% - 37%10.7% - 22.0%Weighted average discount rates27.1%14.3%Weighted average EBITDA margin30.1%37.0%Extrapolation growth rate 2.0%2.0%Weighted average annual revenue growth rate 7.96%1.6%2024Trademark and Tradenames and other related assets ILSS segment VIUOCTG segment VIUDiscount rates, range12.0% - 27.4%10.7% - 22.0%Weighted average discount rates15.8%14.3%Extrapolation growth rate 2.0%2.0%The probability weights for the applied scenarios were as follows:2024Goodwill and Trademark and Tradenames and other related assetsILSS segment VIUOCTG segment VIUBase case scenarios range60% - 80%60%Base case scenarios average 60.8%60.0%Upside scenarios range 10% - 20%20% - 30%Upside scenarios average19.6%24.1%Downside scenarios range 10% - 20%10% - 20%Downside scenarios average19.6%15.9%Sensitivity analysisThe following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.31 December 2024Change requiredGoodwillCGUs under ILSS segmentCGUs under OCTG segment Discount rate+1.26%+23.38%EBITDA margin-0.69%-10.07%Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/ATherefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.16Deferred tax assets and liabilities16.4Recognition of deferred tax asset on investment tax creditsAs at 31 December 2025, the Company\u2019s subsidiary, Medserv Operations Limited, recognised a deferred tax asset relating to investment tax credits amounting to \u20ac7,159,095 (2024: \u20ac8,548,770). During the year, the subsidiary utilised \u20ac1,389,675 (2024: \u20acnil) of these investment tax credits. In the prior year, the subsidiary derecognized \u20ac517,447 of this deferred tax asset following a reassessment of the recoverability of the underlying tax credits within the projection period.The recognition of the deferred tax asset is based on detailed profit forecasts for the projection period. These forecasts reflect reasonable and supportable assumptions regarding expected business growth, including projected revenues from maintenance projects and the provision of logistics support services to the offshore oil and gas industry. The recoverability of the deferred tax asset depends on the availability of future taxable profits against which the investment tax credits can be utilised. Historical values and profitability, recent trading levels, and secured or anticipated project pipelines have been considered in determining the probability of utilisation of these investment tax credits within the projection period.The extent of utilization of the investment tax credits assumed that the profit forecasts will be subject to the tax rate of 35%, being the enacted corporate tax rate in Malta. The investment tax credits were granted under regulation 5 of the BPRs and regulation 4 of the IARs in Malta. These tax credits do not have an expiry date.16.5Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of:-Unutilised tax losses and investment tax credits carried forward amounting to \u20ac8,486,500 (2024: \u20ac8,514,686) generated during prior years available to the Group subsidiaries. Certain countries allow tax losses to be carried forward for a maximum period of five years. The tax losses carried forward are available for offset against future tax profits as follows:Financial year endingTax year ending2025\u20ac2024\u20ac31 December 20252025/2026-569,23331 December 20262026/2027--31 December 20272027/2028--31 December 20282028/2029425,371461,65631 December 20292029/2030369,988345,271No expiry7,691,1417,138,5268,486,5008,514,686No deferred tax asset has been recognized with respect to these tax losses since management are of the opinion that these subsidiaries will not be able to generate sufficient taxable profit against which these losses can be utilized.31Financial instruments \u2013 Fair values and risk management31.4Credit risk 31.4.2 Trade receivables and contract assetsThrough the Financial Risk Committee, the Group has an internal control system which identifies at an early stage any events of default. The Group\u2019s review includes external ratings, if they are available, financial statements, credit agency information and industry information. Most of the Group\u2019s customers have been transacting with the Group for a number of years, and losses rarely occur. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, aging profile, maturity, trade history with the Group and existence of previous financial difficulties. Expected credit loss assessment for corporate customersThe Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:The Group31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotalExpected loss rate1.59%8.84%9.33%22.28%\u20ac\u20ac\u20ac\u20ac\u20acGross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652Gross carrying amount \u2013 contract assets6,111,983---6,111,983Loss allowance 319,912 658,852 310,231 978,565 2,278,245 The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.The Group31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotalExpected loss rate1.80%15.33%14.16%71.99%\u20ac\u20ac\u20ac\u20ac\u20acGross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199Gross carrying amount \u2013 contract assets730,874---730,874Loss allowance291,515153,98273,0991,498,3492,017,13932Leases32.1As a lessee32.1.3Critical judgements, estimates and assumptions with respect to leaseSome leases contain extension options exercisable by the Group up to one year before the end of the contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable by the Group and not by the lessors. The Group assesses at the lease commencement whether it is reasonably certain to exercise the extension options and subsequently reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The extension options provided to the Group were assessed by management and any extension options exercisable by the Group that were considered to be reasonably certain to be exercised were recognised.The Group has estimated that the potential future cash outflows (undiscounted), should it exercise the extension options which have not been recognised would amount to approximately \u20ac15 million (2024: \u20ac15.7 million).Incremental borrowing rateThe Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group \u2018would have to pay\u2019, which requires estimation when no observable rates are available (such as subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary\u2019s stand-alone credit rating).", "dimensions": { "concept": "ifrs-full:ExplanationOfAssumptionAboutFutureWithSignificantRiskOfResultingInMaterialAdjustments", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page90-cflshid_34479-tag11997962": { "value": "
3Use of judgements and estimates
-Note 14 and 32 \u2013 impairment test of property, plant and equipment and right-of-use assets of the Group: key assumptions underlying recoverable amounts;
14Property, plant and equipment
14.1Reconciliation of carrying amount
TotalBuildings and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehiclesEquipment for installation
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202450,893,79317,543,48327,464,3972,525,884683,349406,260212,5021,387,844670,074
Additions4,880,250795,4063,472,807--62,50454,893153,648340,992
Transfers-79,103648,506---(1,329)-(726,280)
Disposals(1,551,756)-(892,043)---(17,038)(642,675)-
Exchange differences1,940,684390,9331,403,446--10,19210,18071,16454,769
Balance at 31 December 202456,162,97118,808,92532,097,1132,525,884683,349478,956259,208969,981339,555
Balance at 1 January 202556,162,971 18,808,92532,097,1132,525,884683,349478,956259,208969,981339,555
Additions5,315,062 1,940,6473,165,012--87,83440,11339,70041,756
Transfers-45,930259,923-----(305,853)
Write-offs(9,500)----(9,500)---
Disposals(1,713,343)(16,291)(1,524,440)--(33,960)(2,799)(135,853)-
Exchange differences(3,911,500)(826,534)(2,920,333)--(17,768)(16,528)(95,058)(35,279)
Balance at 31 December 202555,843,690 19,952,67731,077,2752,525,884683,349505,562279,994778,77040,179
TotalBuilding and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehicles
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Depreciation and impairment losses
Balance at 1 January 202420,139,1255,118,76112,598,667447,728500,295143,131117,6941,212,849
Charge for the year3,914,762160,0213,214,789197,706165,77166,40947,43462,632
Impairment loss146,44967,81665,374--10,6982,561-
Disposals (1,232,764)-(608,179)---(17,231)(607,354)
Exchange differences1,007,338184,585753,549--5,2137,76956,222
Balance at 31 December 202423,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Balance at 1 January 202523,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Charge for the year3,741,777857,3972,503,871197,706-60,87247,60974,322
Impairment loss94,944-94,944-----
Write-offs(9,500)----(9,500)--
Disposals (1,155,773)(16,291)(999,786)--(33,960)(2,799)(102,937)
Exchange differences(1,922,555)(379,372)(1,445,907)--(10,253)(10,519)(76,504)
Balance at 31 December 202524,723,8035,992,91716,177,322843,140666,066232,610192,518619,230
TotalBuildings and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehiclesEquipment for installation
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Carrying amounts
At 1 January 202430,754,66812,424,72214,865,7302,078,156183,054263,12994,808174,995670,074
At 31 December 202432,188,06113,277,74216,072,9131,880,45017,283253,505100,981245,632339,555
At 31 December 202531,119,887 13,959,760 14,899,953 1,682,744 17,283 272,952 87,476 159,540 40,179
14.2Certain Group\u2019s buildings and base improvements having a carrying amount of \u20ac8,041,945 (2024: \u20ac8,498,406) are situated on land held under title of temporary emphyteusis (see note 32.1.1).
14.3Commitments
As at the reporting date, the Group had outstanding contractual commitments of \u20ac678,071 for the acquisition of plant and equipment.
14.4Security
The Group\u2019s emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 32) are subject to general and special hypothecs in relation to the bank borrowings by the Group (refer to note 27.3) and the Company\u2019s secured bonds (see note 27.4).
14.5Assets held for sale
As of 31 December 2024 and 2025, the Group has classified certain plant and equipment located in Egypt as held for sale. These assets were previously used in operations under a contract that has been scaled down, resulting in them becoming idle. Management has committed to a plan to dispose of these assets, and the sale is expected to be completed within the next twelve months.
The carrying amount of the assets classified as held for sale of \u20ac178,962 (2024: \u20ac304,631) is stated at fair value less costs to sell and is presented separately in the statement of financial position under \u2018Assets Held for Sale\u2019. An impairment loss of \u20ac66,786 (2024: \u20ac101,544) for the write-down to the lower of its carrying amount and its fair value less costs to sell has been included in \u2018cost of sales\u2019 under \u2018net impairment loss on assets held for sale\u2019 (see note 10.1).
Management continues to assess market conditions to facilitate the sale of these assets in a timely manner.
14.6Impairment test
At reporting date, indicators of impairment were identified on the property, plant and equipment pertaining to the operations of the following subsidiaries:
(i)Medserv Operations Limited (\u201cMedserv Operations\u201d)
(ii)Regis Mozambique Limitada (\u201cRegis Mozambique\u201d)
(iii)Regis Uganda Limited (\u201cRegis Uganda\u201d)
(iv)MedservRegis (Guyana) Inc. (\u201cMR Guyana\u201d)
These indicators include losses sustained in the current and/or comparative years as well as other risk factors, such as the global and regional political and economic uncertainties, particularly the increasing inflationary environment and the concentration risk due to the dependency on a few customers. The recoverable amounts of individual assets tested for impairment are determined using fair value less costs of disposal (FVLCD) or value in use (VIU) (depending on which assessment resulted in a higher recoverable amount) and are allocated to the Cash Generating Units (CGU) or groups of CGUs to which they form part.
The table below provides information about the CGUs and the subsidiaries to which the individual assets are allocated in determining the recoverable amounts.
\u00a0
SubsidiariesCGUDescriptions
Regis MozambiqueMozambique LogisticsBuildings, property improvements, plant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Mozambique
Regis UgandaUganda LogisticsPlant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Uganda
Medserv OperationsLogistics HubBuildings, property improvements, plant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Malta
MR Guyana Guyana LogisticsPlant and equipment comprising heavy lifting equipment in Guyana
As a result of the impairment assessments carried out by management on the respective CGU at a subsidiary level, the following impairment losses were recognised during 2025. The table below provides information on CGUs where the recoverable amount approximates the carrying amount of the CGU at the reporting date.
2025 BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvementsILSSLogistics hub12,994,575-12,994,57515,346,378FVLCD
Regis MozambiqueBuildings and plant and equipmentILSSMozambique Logistics2,947,891-2,947,8915,825,125FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics861,94994,944767,0051,038,135FVLCD
MR GuyanaPlant and equipmentILSSGuyana Logistics1,541,725-1,541,7251,541,725FVLCD
Total18,346,14094,94418,251,19623,751,363
\"\"
The following impairment losses were recognised in 2024:
2024BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvements and plant and equipmentILSSLogistics hub12,087,05287,37511,999,67711,999,677FVLCD
Regis MozambiqueBuildings and property improvements and plant and equipmentILSSMozambique Logistics3,986,909-3,986,9096,021,601FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics1,251,72759,0741,192,6531,430,456FVLCD
Medserv EgyptBuildings, base improvements, plant and equipment, motor vehiclesILSSEgypt logistics2,980,401-2,980,4013,533,385FVLCD
ILSSEgypt materials management694,046-694,046945,619FVLCD
Total21,000,135146,449 20,853,68623,930,738
\"\"
A total impairment loss of \u20ac94,944 (2024: \u20ac146,449) was recognised as per above table and recorded in \u2018cost of sales\u2019.
Fair value less cost of disposal (FVLCD)
In determining the FVLCD, the fair value of the individual assets was categorised as Level 2 for plant and equipment and Level 3 for buildings in the fair value hierarchy. For plant, equipment and buildings, management has estimated the recoverable amount of these assets by using the Depreciated Replacement Cost (DRC) valuation model. In addition, management has estimated the fair value for material plant and equipment with reference to market prices for comparable assets. The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
The key inputs used by management in determining the recoverable amounts using FVLCD were:
-the economic useful life of the non-current assets;
-the inflation rate; and
-market prices for comparable assets.
The table below sets out the key assumptions used by management in determining the recoverable amount of the CGUs to which the assets were allocated where significant impairment was recognised or indicators of impairment were identified during 2025 and 2024.
2025CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub15,346,3786-50 years2.52%
Mozambique Logistics5,825,12510-50 yearsN/A
Uganda Logistics1,038,1353-50 yearsN/A
Guyana logistics1,541,72510 yearsN/A
2024CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub11,999,6776-50 years2.56%
Mozambique Logistics6,021,60110-50 yearsN/A
Uganda Logistics1,430,4563-50 yearsN/A
Egypt Logistics3,533,38515 yearsN/A
Egypt materials management945,61915 yearsN/A
The tables below provide a sensitivity of the recoverable amount of the CGUs using the FVLCD to possible shifts in key assumptions as at 31 December 2025 and 31 December 2024 for those CGUs where an impairment was recognised or indicators of impairment were identified.
CGU31 December 2025Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.9 mil- / + 1.53 mil- 3.7 / + 4 mil
Mozambique Logistics- / + 0.34 mil- / + 0.58 milN/A
Uganda Logistics- / + 0.06 mil- / + 0.1 milN/A
Guyana logistics - / + 0.09 mil - / + 0.15 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.71 mil- / + 1.2 mil- 4.5 / + 4.1 mil
Mozambique Logistics- / + 0.35 mil- / + 0.60 milN/A
Uganda Logistics- / + 0.08 mil- / + 0.14 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal (+/- 4 %)Depreciation rate (+/- 10 %)Inflation rate (+/- 0.5%)
\u20ac\u20ac\u20ac
Egypt Logistics- / + 0.15 mil- / + 0.35 milN/A
Egypt materials management- / + 0.04 mil- / + 0.09 milN/A
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4Material accounting policy information
4.1Basis of consolidation
4.1.1Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (see note 4.1.2). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see note 4.3.3). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
4.1.2Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Investments in subsidiaries are shown in the statement of financial position of the Company at cost less any accumulated impairment losses. Cost includes directly attributable costs of the investment. Provisions are recorded when, in the opinion of the directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
4.1.3Non-controlling interests (NCI)
NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
4.1.4Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
4.1.5Interests in equity-accounted investees
The Group\u2019s interests in equity-accounted investees comprise interests in associates and a joint venture. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group\u2019s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases. Where the Group\u2019s share of loss in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
4.1.6Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group\u2019s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
4.2Foreign currency
4.2.1Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date.
The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
Foreign currency differences are generally recognised in profit or loss. However, foreign currency differences arising from the translation of financial liabilities denominated in a foreign currency and designated as a hedge of the net investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective and is accumulated in the translation reserve (see note 4.4)..
4.2.2Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the Group\u2019s presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Group\u2019s presentation currency at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the translations).
Foreign currency differences are recognised in OCI and presented within equity in the translation reserve, except to the extent that the translation difference is allocated to NCI. However, if the operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
4.2.3Foreign currency gains and losses
Foreign currency gains and losses relating to operating activities are recognised in profit or loss and reported on a net basis within \u201cNet Other income/(expenses)\u201d. Foreign currency gains and losses relating to investing activities and financing activities are recognised in profit or loss and are reported on a net basis within \u201cfinance income\u201d or \u201cfinance costs\u201d respectively. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges (see note 4.2.1) or are attributable to part of the net investment in a foreign operation.
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
Debt instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition. \u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin that is consistent with a basic lending arrangement.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
The Company\u2019s financial assets comprise cash and cash equivalents and trade and other receivables. The Group\u2019s financial assets comprise cash and cash equivalents, trade and other receivables and investments in equity and debt instruments.
For financial assets at amortised cost, these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses and expected credit losses are recognised in profit or loss.
For financial assets at FVTPL, these are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
4.3.2.3Financial liabilities \u2013 Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. The Group\u2019s financial liabilities which include loans, borrowings and trade and other payables, are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Where the Group designates a financial liability such as a loan in a hedging relationship for a net investment in a foreign operation, the effective portion of the exchange gains or losses are recognised in other comprehensive income (see note 4.2.2).
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
4.3.3.2 Measurement of ECLs
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses were measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expected to receive).
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period ranging from 36 to 60 months before 1 January 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
4.3.3.3 Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is \u2018credit-impaired\u2019 when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
-significant financial difficulty of the borrower or issuer;
-a breach of contract such as a default or being beyond the applicable threshold, as outlined above;
-the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or
-it is probable that the borrower will enter bankruptcy or other financial reorganisation.
4.3.3.4 Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables, including contract assets, are presented separately in the Statement of Profit or loss and OCI.
4.3.3.5 Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off on its financial assets based on whether there is a reasonable expectation of recovery and with reference to its historical experience of recoveries. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group\u2019s procedures for recovery of amounts due.
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.4.2 Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
4.4Hedge accounting \u2013 Net investment hedge
The Group\u2019s hedging activities consist of hedges of a net investment in a foreign operation. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedge item, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).
The Group uses a loan as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries, including a hedge of a monetary item that is accounted for as part of the net investment. Any gain or loss on the hedging instrument relating to the effective portion is recognised in other comprehensive income and accumulated in the translation reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance cost.
On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss.
4.5Property, plant and equipment
4.5.1Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (significant components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and is recognised net within \u201cNet other income/(expenses)\u201d in profit or loss.
4.5.2Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item, if it is probable that the future economic benefits embodied within the component will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
4.5.3Depreciation
Deprecation is based on the cost of an asset less its residual value. Significant components of individual assets having a useful life that is different from the remainder of that asset, are depreciated separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Property developed and related improvements made on leased land are depreciated over the shorter of the land\u2019s lease term and the useful lives of the building and improvements unless it is reasonably certain that the Group will obtain ownership of the land by the end of the lease term. Depreciation commences when the item is available for use.
The estimated useful lives for the current and comparative periods are as follows:
2025Years2024Years
-Buildings and base improvements*20 \u2013 50 20 \u2013 50
-Furniture and fittings1010
-Office equipment4-54-5
-Computer equipment55
-Plant and equipment10-1510-15
-Motor vehicles4-10 4-10
-Cargo carrying units1010
-Photovoltaic farm2020
*The useful life of buildings and base improvements on leased property is based on the lower of the useful life of the asset and lease term.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Depreciation of assets under construction commences when the assets are completed and available for their intended use.
4.6Intangible assets and goodwill
4.6.1Recognition and measurement
Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. Goodwill that arises upon the acquisition of subsidiaries represents the excess of the cost of the acquisition over the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative, it is recognised immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
Intangible assets include the trade names, trademarks and related assets, customer contracts and non-contractual customer relationships. Intangible assets acquired as part of a business combination are measured at fair value at the date of acquisition less accumulated amortisation and any accumulated impairment losses. Subsequent to initial recognition, these intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The tradenames, trademarks and related assets comprise the \u201cMedserv\u201d and the \u201cMETS\u201d brands. These are regarded as having an indefinite life, since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash inflows. The \u201cMedserv\u201d and \u201cMETS\u201d brands have existed for over 40 and 15 years respectively which is comparable to other brands in the oil and gas industry.
The customer contracts acquired by the Group have finite useful lives.
4.6.2Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
4.6.3Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Goodwill and the brands and trademarks having indefinite life are not amortised and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
The estimated useful lives for the current period are as follows:
-customer contracts2-9 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
4.7Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
4.7.1As a lessee
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
-fixed payments (including in-substance fixed payments), less any lease incentives receivable
-variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
-amounts expected to be payable by the group under residual value guarantees
-the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
-payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Right-of-use assets are measured at cost comprising the following:
-the amount of the initial measurement of lease liability
-any lease payments made at or before the commencement date less any lease incentives received
-any initial direct costs, and
-restoration costs.
Entity-specific details about the group\u2019s leasing policy are provided in note 32.
4.8Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The carrying amounts of the Group\u2019s other non-financial assets, with exception to deferred tax assets, inventories and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The Group\u2019s corporate assets such as office building and computer equipment do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
4.10Employee benefits
4.10.1Defined contribution plans
The Group contributes towards the State defined contribution plan in accordance with local legislation and to which it has no commitment beyond the payment of fixed contributions. Obligations for contributions to the defined contribution plan are recognised in profit or loss as incurred.
4.10.2Other long-term employee benefits
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on German Government Bonds that have maturity dates approximating the terms of the Group\u2019s obligations.
4.10.3Severance payments
Pursuant to United Arab Emirates (U.A.E.) and Sultanate of Oman labour regulations, severance payments have to be paid on termination of employment by the employer. The Group\u2019s net obligation in respect of this defined benefit obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and discounting that amount. The calculation of the liability is performed annually at each reporting date using the projected unit credit method. Re-measurement of the liability, which comprise actuarial gains and losses, are recognised immediately in OCI. The Group determines the interest expense on the liability for the period by applying the discount rate used to measure the obligation at the beginning of the annual period to the then-net liability, taking into account any changes in the liability during the period as a result of payments. Interest expense is recognised in profit or loss. The Group recognises gains and losses on the settlement of a liability when the settlement occurs.
4.11Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of discount is recognised as finance cost.
4.12Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a product or service to a customer.
4.12.1Performance obligations and revenue recognition policies
The following is a description of the principal activities \u2013 separated by reportable segments \u2013 from which the Group generates its revenue. For more detailed information about reportable segments, see note 7. The Group is engaged in providing integrated logistics support services (ILSS) to the offshore oil and gas industry and OCTG services to the onshore oil and gas market and as such is involved in providing support services that span over a term. Services and support provided to the offshore oil and gas industry consists of integrated offshore logistics, engineering and technical services, supply of goods and management services. OCTG services to the onshore oil and gas market consist of handling and storage, and machine shop services for premium threading, inspection and repair services for OCTG and other ancillary services. The Group also produces and supplies electricity through its photovoltaic plant.
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.
4.12.1.1Integrated Logistics Support Services (ILSS)
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Logistics support servicesThe Group performs and provides logistics services to international oil companies carrying out offshore drilling campaigns. The Group delivers fully integrated supply base services which connect all the elements of the clients\u2019 logistics and materials management activities. Logistics support services include provision of equipment, personnel, warehousing, quays and land in a certified facility aimed at supporting offshore oil and gas drilling activities. Invoices are issued on a monthly basis and are usually payable within 30 to 90 days. Uninvoiced amounts are presented as contract assets.Logistics support services provided are routine or recurring in nature and span over a period of time. These services have been identified as a series of distinct services transferred to the customer in the same pattern. The customer simultaneously receives the benefits provided as the services are being rendered. Revenue is recognised over time as the services are provided.
Engineering and technical servicesThe Group through its engineering division carries out a full range of essential, non-critical engineering and technical services for the offshore platforms and drilling rigs. Services range from fabric maintenance, corrosion protection, riser inspection services, rig repair, technical services and general fabrication and maintenance. Invoices are issued according to contractual terms and are usually payable within 30 to 60 days. Uninvoiced amounts are presented as contract assets.Engineering services have been identified as a bundle of distinct goods or services that form one single obligation.This creates or enhances an asset controlled by the customer in terms of repairs and maintenance.\u00a0Revenue is recognised over time as the services are provided. The stage of completion for determining the amount of revenue is assessed based on surveys of work performed.If the services are rendered in different reporting periods, then the consideration is allocated based on their relative stand-alone selling prices. The stand-alone selling price is determined based on customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Supply of goodsThe Group is involved in procuring various goods and supplies to its customers for use on the offshore rigs and their supply vessels. Clients obtain control of goods when the goods are delivered to and have been accepted at their specified location. Invoices are generated at that point in time. Invoices are usually payable within 30 - 90 days. Revenue from supply of goods is recognised when the goods are delivered as this is the point in time that the consideration is unconditional since only the passage of time is required before payment is due.Delivery occurs when the goods have been shipped to the specific location or loaded onto the client\u2019s vessel, the risks and rewards have been transferred to the customer, and either the customer has accepted the goods in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Generally, for such goods, the customer has no right of return.
4.12.1.2 Photovoltaic income
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Supply of electricityRevenue from the supply of electricity is generated from the Group\u2019s investment in the Photovoltaic farm. Invoices are issued on a monthly basis. Prices are based on the published Feed-in-Tariffs.Invoices are issued on receipt of the monthly statement issued by the counterparty and are payable within 15 days.Revenue is recognised over time based on the monthly readings of kWh of energy supplied as per monthly statements issued by the counterparty.
4.12.1.3 Oil Country Tubular Goods (OCTG)
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Storage and handlingThis includes the provision of yard storage and handling of OCTG.Invoices for storage and handling are issued on a monthly basis and are usually payable within 30 days. .Revenue is recognised over time as the services are provided. If the services are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Inspection This includes the provision of inspection services of OCTG.Invoices for inspection are issued on a monthly basis and are usually payable within 30 days. Revenue is recognised over time as the services are provided. If the services under a single arrangement which include both inspection and handling charges for inspection are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Repairs of pipesThis involves the provision of repairs of pipes using the Group\u2019s machine shops in UAE and Iraq.Invoices for repair of pipes are issued on a monthly basis and are usually payable within 30 days.Revenue is recognised over time as the services are provided. If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the group sells the services in separate transactions.
4.12.2Determining transaction price and allocation to performance obligations
The Group\u2019s amount of consideration which it expects to be entitled to in exchange for transferring of services to a customer is determined on a per-service usage basis and is payable in accordance with customary payment terms. Accordingly, a transaction price is determined separately for each performance obligation.
4.12.3Dividend income
Dividend income and management fees are recognised in profit or loss on the date on which the Company\u2019s right to receive payment is established.
4.12.4Management fees
The Company entered into transactions with related parties for the provision of management services to group companies. Management fees are established through a contract with the respective group company and considered fixed in nature. It is not expected that future reversals to management fee income will occur and its inclusion as the transaction price is earned as the services are being performed. The performance obligation is identified for the services provided to the customer and is satisfied upon rendering and completion of the service. The price is agreed with the customer in a written agreement and is allocated to the performance obligation accordingly. Prices are based on established prices for management services being provided.
4.13Finance income and finance costs
The Group\u2019s finance income and finance costs include:
-interest income recognised on financial assets;
-interest expense on borrowings; and
-exchange gains or losses arising from the Group\u2019s investing and financing activities.
Interest income or expense is recognised as it accrues in profit or loss, using the effective interest method.
The \u2018effective interest rate\u2019 is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-The gross carrying amount of the financial asset; or
-The amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
4.14Government grants
The Group recognises government grants that are related to assets as deferred income at fair value if there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant; they are then recognised in profit or loss as other income on a systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In that case, the grant is recognised when it becomes receivable.
Government assistance in the form of a guarantee from the government for loans from financial institutions is considered part of the unit of account in determining the fair value of the loan. The loan is recognised and measured in accordance with IFRS 9 Financial Instruments (see note 4.3). The benefit of the below-market rate of interest as a result of the guarantee from the government is measured as the difference between the initial carrying value of the loan determined in accordance with IFRS 9 and the proceeds received. The Group considers the conditions and obligations that have been, or must be, met when identifying the costs for which the benefit of the loan is intended to compensate.
4.15Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
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 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. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
4.16Earnings per share
The Group presents basic earnings per share (EPS) data for its ordinary shares. This EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. If the number of ordinary or potential ordinary shares outstanding increases as a result of a capitalisation, bonus issue or share split, the calculation of EPS for all periods presented shall be adjusted retrospectively.
4.17Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group\u2019s other components. All operating segments\u2019 operating results are reviewed regularly by the Board of Directors, the chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Board of Directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly the Company\u2019s assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire non-current assets other than financial instruments, deferred tax assets, net defined benefit assets and rights arising under insurance contracts.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997971": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.1Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (see note 4.1.2). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see note 4.3.3). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
4.1.2Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Investments in subsidiaries are shown in the statement of financial position of the Company at cost less any accumulated impairment losses. Cost includes directly attributable costs of the investment. Provisions are recorded when, in the opinion of the directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
4.1.3Non-controlling interests (NCI)
NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
4.1.4Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
4.1.5Interests in equity-accounted investees
The Group\u2019s interests in equity-accounted investees comprise interests in associates and a joint venture. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group\u2019s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases. Where the Group\u2019s share of loss in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
4.1.6Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group\u2019s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997972": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.1Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (see note 4.1.2). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see note 4.3.3). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997970": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.1Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (see note 4.1.2). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see note 4.3.3). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
4.6Intangible assets and goodwill
4.6.1Recognition and measurement
Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. Goodwill that arises upon the acquisition of subsidiaries represents the excess of the cost of the acquisition over the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative, it is recognised immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
4.6.2Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997969": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.5Interests in equity-accounted investees
The Group\u2019s interests in equity-accounted investees comprise interests in associates and a joint venture. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group\u2019s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases. Where the Group\u2019s share of loss in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997968": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.5Interests in equity-accounted investees
The Group\u2019s interests in equity-accounted investees comprise interests in associates and a joint venture. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group\u2019s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases. Where the Group\u2019s share of loss in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997967": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.3Non-controlling interests (NCI)
NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
4.1.4Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997966": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.2Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Investments in subsidiaries are shown in the statement of financial position of the Company at cost less any accumulated impairment losses. Cost includes directly attributable costs of the investment. Provisions are recorded when, in the opinion of the directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in the Company\u2019s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997965": { "value": "
4Material accounting policy information
4.1Basis of consolidation
4.1.5Interests in equity-accounted investees
The Group\u2019s interests in equity-accounted investees comprise interests in associates and a joint venture. Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group\u2019s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases. Where the Group\u2019s share of loss in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsInJointVentures", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998099": { "value": "
4Material accounting policy information
4.10Employee benefits
4.10.3Severance payments
Pursuant to United Arab Emirates (U.A.E.) and Sultanate of Oman labour regulations, severance payments have to be paid on termination of employment by the employer. The Group\u2019s net obligation in respect of this defined benefit obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and discounting that amount. The calculation of the liability is performed annually at each reporting date using the projected unit credit method. Re-measurement of the liability, which comprise actuarial gains and losses, are recognised immediately in OCI. The Group determines the interest expense on the liability for the period by applying the discount rate used to measure the obligation at the beginning of the annual period to the then-net liability, taking into account any changes in the liability during the period as a result of payments. Interest expense is recognised in profit or loss. The Group recognises gains and losses on the settlement of a liability when the settlement occurs.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTerminationBenefits", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998011": { "value": "
4Material accounting policy information
4.7Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
4.7.1As a lessee
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
-fixed payments (including in-substance fixed payments), less any lease incentives receivable
-variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
-amounts expected to be payable by the group under residual value guarantees
-the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
-payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Right-of-use assets are measured at cost comprising the following:
-the amount of the initial measurement of lease liability
-any lease payments made at or before the commencement date less any lease incentives received
-any initial direct costs, and
-restoration costs.
Entity-specific details about the group\u2019s leasing policy are provided in note 32.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998010": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
4.3.2 Classification and subsequent measurement
4.3.2.3Financial liabilities \u2013 Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. The Group\u2019s financial liabilities which include loans, borrowings and trade and other payables, are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Where the Group designates a financial liability such as a loan in a hedging relationship for a net investment in a foreign operation, the effective portion of the exchange gains or losses are recognised in other comprehensive income (see note 4.2.2).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998007": { "value": "
4Material accounting policy information
4.16Earnings per share
The Group presents basic earnings per share (EPS) data for its ordinary shares. This EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. If the number of ordinary or potential ordinary shares outstanding increases as a result of a capitalisation, bonus issue or share split, the calculation of EPS for all periods presented shall be adjusted retrospectively.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998006": { "value": "
4Material accounting policy information
4.17Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group\u2019s other components. All operating segments\u2019 operating results are reviewed regularly by the Board of Directors, the chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Board of Directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly the Company\u2019s assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire non-current assets other than financial instruments, deferred tax assets, net defined benefit assets and rights arising under insurance contracts.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998005": { "value": "
4Material accounting policy information
4.15Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
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 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. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998004": { "value": "
4Material accounting policy information
4.15Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998003": { "value": "
4Material accounting policy information
4.14Government grants
The Group recognises government grants that are related to assets as deferred income at fair value if there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant; they are then recognised in profit or loss as other income on a systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In that case, the grant is recognised when it becomes receivable.
Government assistance in the form of a guarantee from the government for loans from financial institutions is considered part of the unit of account in determining the fair value of the loan. The loan is recognised and measured in accordance with IFRS 9 Financial Instruments (see note 4.3). The benefit of the below-market rate of interest as a result of the guarantee from the government is measured as the difference between the initial carrying value of the loan determined in accordance with IFRS 9 and the proceeds received. The Group considers the conditions and obligations that have been, or must be, met when identifying the costs for which the benefit of the loan is intended to compensate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998002": { "value": "
4Material accounting policy information
4.5Property, plant and equipment
4.5.1Recognition and measurement
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use.
4.13Finance income and finance costs
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998001": { "value": "
4Material accounting policy information
4.9Impairment of non-financial assets
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
4.13Finance income and finance costs
The Group\u2019s finance income and finance costs include:
-interest income recognised on financial assets;
-interest expense on borrowings; and
-exchange gains or losses arising from the Group\u2019s investing and financing activities.
Interest income or expense is recognised as it accrues in profit or loss, using the effective interest method.
The \u2018effective interest rate\u2019 is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-The gross carrying amount of the financial asset; or
-The amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11998000": { "value": "
4Material accounting policy information
4.13Finance income and finance costs
The Group\u2019s finance income and finance costs include:
-interest income recognised on financial assets;
-interest expense on borrowings; and
-exchange gains or losses arising from the Group\u2019s investing and financing activities.
Interest income or expense is recognised as it accrues in profit or loss, using the effective interest method.
The \u2018effective interest rate\u2019 is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-The gross carrying amount of the financial asset; or
-The amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997999": { "value": "
4Material accounting policy information
4.13Finance income and finance costs
The Group\u2019s finance income and finance costs include:
-interest income recognised on financial assets;
-interest expense on borrowings; and
-exchange gains or losses arising from the Group\u2019s investing and financing activities.
Interest income or expense is recognised as it accrues in profit or loss, using the effective interest method.
The \u2018effective interest rate\u2019 is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-The gross carrying amount of the financial asset; or
-The amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997998": { "value": "
4Material accounting policy information
4.12Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a product or service to a customer.
4.12.1Performance obligations and revenue recognition policies
The following is a description of the principal activities \u2013 separated by reportable segments \u2013 from which the Group generates its revenue. For more detailed information about reportable segments, see note 7. The Group is engaged in providing integrated logistics support services (ILSS) to the offshore oil and gas industry and OCTG services to the onshore oil and gas market and as such is involved in providing support services that span over a term. Services and support provided to the offshore oil and gas industry consists of integrated offshore logistics, engineering and technical services, supply of goods and management services. OCTG services to the onshore oil and gas market consist of handling and storage, and machine shop services for premium threading, inspection and repair services for OCTG and other ancillary services. The Group also produces and supplies electricity through its photovoltaic plant.
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.
4.12.1.1Integrated Logistics Support Services (ILSS)
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Logistics support servicesThe Group performs and provides logistics services to international oil companies carrying out offshore drilling campaigns. The Group delivers fully integrated supply base services which connect all the elements of the clients\u2019 logistics and materials management activities. Logistics support services include provision of equipment, personnel, warehousing, quays and land in a certified facility aimed at supporting offshore oil and gas drilling activities. Invoices are issued on a monthly basis and are usually payable within 30 to 90 days. Uninvoiced amounts are presented as contract assets.Logistics support services provided are routine or recurring in nature and span over a period of time. These services have been identified as a series of distinct services transferred to the customer in the same pattern. The customer simultaneously receives the benefits provided as the services are being rendered. Revenue is recognised over time as the services are provided.
Engineering and technical servicesThe Group through its engineering division carries out a full range of essential, non-critical engineering and technical services for the offshore platforms and drilling rigs. Services range from fabric maintenance, corrosion protection, riser inspection services, rig repair, technical services and general fabrication and maintenance. Invoices are issued according to contractual terms and are usually payable within 30 to 60 days. Uninvoiced amounts are presented as contract assets.Engineering services have been identified as a bundle of distinct goods or services that form one single obligation.This creates or enhances an asset controlled by the customer in terms of repairs and maintenance.\u00a0Revenue is recognised over time as the services are provided. The stage of completion for determining the amount of revenue is assessed based on surveys of work performed.If the services are rendered in different reporting periods, then the consideration is allocated based on their relative stand-alone selling prices. The stand-alone selling price is determined based on customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Supply of goodsThe Group is involved in procuring various goods and supplies to its customers for use on the offshore rigs and their supply vessels. Clients obtain control of goods when the goods are delivered to and have been accepted at their specified location. Invoices are generated at that point in time. Invoices are usually payable within 30 - 90 days. Revenue from supply of goods is recognised when the goods are delivered as this is the point in time that the consideration is unconditional since only the passage of time is required before payment is due.Delivery occurs when the goods have been shipped to the specific location or loaded onto the client\u2019s vessel, the risks and rewards have been transferred to the customer, and either the customer has accepted the goods in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Generally, for such goods, the customer has no right of return.
4.12.1.2 Photovoltaic income
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Supply of electricityRevenue from the supply of electricity is generated from the Group\u2019s investment in the Photovoltaic farm. Invoices are issued on a monthly basis. Prices are based on the published Feed-in-Tariffs.Invoices are issued on receipt of the monthly statement issued by the counterparty and are payable within 15 days.Revenue is recognised over time based on the monthly readings of kWh of energy supplied as per monthly statements issued by the counterparty.
4.12.1.3 Oil Country Tubular Goods (OCTG)
Type of product/serviceNature and timing of satisfaction of performance obligations, including significant payment termsRevenue recognition policies
Storage and handlingThis includes the provision of yard storage and handling of OCTG.Invoices for storage and handling are issued on a monthly basis and are usually payable within 30 days. .Revenue is recognised over time as the services are provided. If the services are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Inspection This includes the provision of inspection services of OCTG.Invoices for inspection are issued on a monthly basis and are usually payable within 30 days. Revenue is recognised over time as the services are provided. If the services under a single arrangement which include both inspection and handling charges for inspection are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the Group sells the services in separate transactions.
Repairs of pipesThis involves the provision of repairs of pipes using the Group\u2019s machine shops in UAE and Iraq.Invoices for repair of pipes are issued on a monthly basis and are usually payable within 30 days.Revenue is recognised over time as the services are provided. If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated based on their relative standalone selling prices. The standalone selling prices are determined based on the agreed selling prices as per customer-specific contract or based on the list prices at which the group sells the services in separate transactions.
4.12.2Determining transaction price and allocation to performance obligations
The Group\u2019s amount of consideration which it expects to be entitled to in exchange for transferring of services to a customer is determined on a per-service usage basis and is payable in accordance with customary payment terms. Accordingly, a transaction price is determined separately for each performance obligation.
4.12.3Dividend income
Dividend income and management fees are recognised in profit or loss on the date on which the Company\u2019s right to receive payment is established.
4.12.4Management fees
The Company entered into transactions with related parties for the provision of management services to group companies. Management fees are established through a contract with the respective group company and considered fixed in nature. It is not expected that future reversals to management fee income will occur and its inclusion as the transaction price is earned as the services are being performed. The performance obligation is identified for the services provided to the customer and is satisfied upon rendering and completion of the service. The price is agreed with the customer in a written agreement and is allocated to the performance obligation accordingly. Prices are based on established prices for management services being provided.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997997": { "value": "
4Material accounting policy information
4.10Employee benefits
4.10.1Defined contribution plans
The Group contributes towards the State defined contribution plan in accordance with local legislation and to which it has no commitment beyond the payment of fixed contributions. Obligations for contributions to the defined contribution plan are recognised in profit or loss as incurred.
4.10.2Other long-term employee benefits
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on German Government Bonds that have maturity dates approximating the terms of the Group\u2019s obligations.
4.10.3Severance payments
Pursuant to United Arab Emirates (U.A.E.) and Sultanate of Oman labour regulations, severance payments have to be paid on termination of employment by the employer. The Group\u2019s net obligation in respect of this defined benefit obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and discounting that amount. The calculation of the liability is performed annually at each reporting date using the projected unit credit method. Re-measurement of the liability, which comprise actuarial gains and losses, are recognised immediately in OCI. The Group determines the interest expense on the liability for the period by applying the discount rate used to measure the obligation at the beginning of the annual period to the then-net liability, taking into account any changes in the liability during the period as a result of payments. Interest expense is recognised in profit or loss. The Group recognises gains and losses on the settlement of a liability when the settlement occurs.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997996": { "value": "
4Material accounting policy information
4.10Employee benefits
4.10.1Defined contribution plans
The Group contributes towards the State defined contribution plan in accordance with local legislation and to which it has no commitment beyond the payment of fixed contributions. Obligations for contributions to the defined contribution plan are recognised in profit or loss as incurred.
4.10.2Other long-term employee benefits
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on German Government Bonds that have maturity dates approximating the terms of the Group\u2019s obligations.
4.10.3Severance payments
Pursuant to United Arab Emirates (U.A.E.) and Sultanate of Oman labour regulations, severance payments have to be paid on termination of employment by the employer. The Group\u2019s net obligation in respect of this defined benefit obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and discounting that amount. The calculation of the liability is performed annually at each reporting date using the projected unit credit method. Re-measurement of the liability, which comprise actuarial gains and losses, are recognised immediately in OCI. The Group determines the interest expense on the liability for the period by applying the discount rate used to measure the obligation at the beginning of the annual period to the then-net liability, taking into account any changes in the liability during the period as a result of payments. Interest expense is recognised in profit or loss. The Group recognises gains and losses on the settlement of a liability when the settlement occurs.
4.11Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of discount is recognised as finance cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997995": { "value": "
4Material accounting policy information
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The carrying amounts of the Group\u2019s other non-financial assets, with exception to deferred tax assets, inventories and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The Group\u2019s corporate assets such as office building and computer equipment do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997994": { "value": "
4Material accounting policy information
4.6Intangible assets and goodwill
4.6.1Recognition and measurement
Intangible assets include the trade names, trademarks and related assets, customer contracts and non-contractual customer relationships. Intangible assets acquired as part of a business combination are measured at fair value at the date of acquisition less accumulated amortisation and any accumulated impairment losses. Subsequent to initial recognition, these intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The tradenames, trademarks and related assets comprise the \u201cMedserv\u201d and the \u201cMETS\u201d brands. These are regarded as having an indefinite life, since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash inflows. The \u201cMedserv\u201d and \u201cMETS\u201d brands have existed for over 40 and 15 years respectively which is comparable to other brands in the oil and gas industry.
The customer contracts acquired by the Group have finite useful lives.
4.6.2Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
4.6.3Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Goodwill and the brands and trademarks having indefinite life are not amortised and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
The estimated useful lives for the current period are as follows:
-customer contracts2-9 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997993": { "value": "
4Material accounting policy information
4.6Intangible assets and goodwill
4.6.1Recognition and measurement
Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. Goodwill that arises upon the acquisition of subsidiaries represents the excess of the cost of the acquisition over the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative, it is recognised immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
Intangible assets include the trade names, trademarks and related assets, customer contracts and non-contractual customer relationships. Intangible assets acquired as part of a business combination are measured at fair value at the date of acquisition less accumulated amortisation and any accumulated impairment losses. Subsequent to initial recognition, these intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The tradenames, trademarks and related assets comprise the \u201cMedserv\u201d and the \u201cMETS\u201d brands. These are regarded as having an indefinite life, since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash inflows. The \u201cMedserv\u201d and \u201cMETS\u201d brands have existed for over 40 and 15 years respectively which is comparable to other brands in the oil and gas industry.
The customer contracts acquired by the Group have finite useful lives.
4.6.2Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
4.6.3Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Goodwill and the brands and trademarks having indefinite life are not amortised and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
The estimated useful lives for the current period are as follows:
-customer contracts2-9 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997992": { "value": "
4Material accounting policy information
4.6Intangible assets and goodwill
4.6.1Recognition and measurement
Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. Goodwill that arises upon the acquisition of subsidiaries represents the excess of the cost of the acquisition over the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative, it is recognised immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.
4.6.3Amortisation
Goodwill and the brands and trademarks having indefinite life are not amortised and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The carrying amounts of the Group\u2019s other non-financial assets, with exception to deferred tax assets, inventories and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997991": { "value": "
4Material accounting policy information
4.5Property, plant and equipment
4.5.1Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (significant components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and is recognised net within \u201cNet other income/(expenses)\u201d in profit or loss.
4.5.2Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item, if it is probable that the future economic benefits embodied within the component will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
4.5.3Depreciation
Deprecation is based on the cost of an asset less its residual value. Significant components of individual assets having a useful life that is different from the remainder of that asset, are depreciated separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Property developed and related improvements made on leased land are depreciated over the shorter of the land\u2019s lease term and the useful lives of the building and improvements unless it is reasonably certain that the Group will obtain ownership of the land by the end of the lease term. Depreciation commences when the item is available for use.
The estimated useful lives for the current and comparative periods are as follows:
2025Years2024Years
-Buildings and base improvements*20 \u2013 50 20 \u2013 50
-Furniture and fittings1010
-Office equipment4-54-5
-Computer equipment55
-Plant and equipment10-1510-15
-Motor vehicles4-10 4-10
-Cargo carrying units1010
-Photovoltaic farm2020
*The useful life of buildings and base improvements on leased property is based on the lower of the useful life of the asset and lease term.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Depreciation of assets under construction commences when the assets are completed and available for their intended use.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997990": { "value": "
4Material accounting policy information
4.5Property, plant and equipment
4.5.3Depreciation
Deprecation is based on the cost of an asset less its residual value. Significant components of individual assets having a useful life that is different from the remainder of that asset, are depreciated separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Property developed and related improvements made on leased land are depreciated over the shorter of the land\u2019s lease term and the useful lives of the building and improvements unless it is reasonably certain that the Group will obtain ownership of the land by the end of the lease term. Depreciation commences when the item is available for use.
The estimated useful lives for the current and comparative periods are as follows:
2025Years2024Years
-Buildings and base improvements*20 \u2013 50 20 \u2013 50
-Furniture and fittings1010
-Office equipment4-54-5
-Computer equipment55
-Plant and equipment10-1510-15
-Motor vehicles4-10 4-10
-Cargo carrying units1010
-Photovoltaic farm2020
*The useful life of buildings and base improvements on leased property is based on the lower of the useful life of the asset and lease term.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Depreciation of assets under construction commences when the assets are completed and available for their intended use.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997989": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForReclassificationOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997988": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.4.2 Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997987": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997986": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.2 Classification and subsequent measurement
4.3.2.3Financial liabilities \u2013 Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. The Group\u2019s financial liabilities which include loans, borrowings and trade and other payables, are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Where the Group designates a financial liability such as a loan in a hedging relationship for a net investment in a foreign operation, the effective portion of the exchange gains or losses are recognised in other comprehensive income (see note 4.2.2).
4.3.4Derecognition
4.3.4.2 Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997985": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.3Financial liabilities \u2013 Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. The Group\u2019s financial liabilities which include loans, borrowings and trade and other payables, are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Where the Group designates a financial liability such as a loan in a hedging relationship for a net investment in a foreign operation, the effective portion of the exchange gains or losses are recognised in other comprehensive income (see note 4.2.2).
4.3.4Derecognition
4.3.4.2 Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
4.7Leases
4.7.1As a lessee
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
-fixed payments (including in-substance fixed payments), less any lease incentives receivable
-variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
-amounts expected to be payable by the group under residual value guarantees
-the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
-payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
4.9Impairment of non-financial assets
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997984": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The carrying amounts of the Group\u2019s other non-financial assets, with exception to deferred tax assets, inventories and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The Group\u2019s corporate assets such as office building and computer equipment do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997983": { "value": "
4Material accounting policy information
4.8Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997982": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997981": { "value": "
4Material accounting policy information
4.2Foreign currency
4.2.3Foreign currency gains and losses
Foreign currency gains and losses relating to operating activities are recognised in profit or loss and reported on a net basis within \u201cNet Other income/(expenses)\u201d. Foreign currency gains and losses relating to investing activities and financing activities are recognised in profit or loss and are reported on a net basis within \u201cfinance income\u201d or \u201cfinance costs\u201d respectively. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges (see note 4.2.1) or are attributable to part of the net investment in a foreign operation.
4.3Financial instruments
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
4.3.4Derecognition
4.3.4.2 Financial liabilities
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.4Hedge accounting \u2013 Net investment hedge
The Group uses a loan as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries, including a hedge of a monetary item that is accounted for as part of the net investment. Any gain or loss on the hedging instrument relating to the effective portion is recognised in other comprehensive income and accumulated in the translation reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance cost.
On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss.
4.5Property, plant and equipment
4.5.1Recognition and measurement
Any gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and is recognised net within \u201cNet other income/(expenses)\u201d in profit or loss.
4.5.2Subsequent costs
The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
4.5.3Depreciation
Deprecation is based on the cost of an asset less its residual value. Significant components of individual assets having a useful life that is different from the remainder of that asset, are depreciated separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Property developed and related improvements made on leased land are depreciated over the shorter of the land\u2019s lease term and the useful lives of the building and improvements unless it is reasonably certain that the Group will obtain ownership of the land by the end of the lease term. Depreciation commences when the item is available for use.
The estimated useful lives for the current and comparative periods are as follows:
2025Years2024Years
-Buildings and base improvements*20 \u2013 50 20 \u2013 50
-Furniture and fittings1010
-Office equipment4-54-5
-Computer equipment55
-Plant and equipment10-1510-15
-Motor vehicles4-10 4-10
-Cargo carrying units1010
-Photovoltaic farm2020
*The useful life of buildings and base improvements on leased property is based on the lower of the useful life of the asset and lease term.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Depreciation of assets under construction commences when the assets are completed and available for their intended use.
4.6Intangible assets and goodwill
4.6.2Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
4.6.3Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Goodwill and the brands and trademarks having indefinite life are not amortised and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired.
The estimated useful lives for the current period are as follows:
-customer contracts2-9 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
4.9Impairment of non-financial assets
Goodwill and intangible assets having an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. The carrying amounts of the Group\u2019s other non-financial assets, with exception to deferred tax assets, inventories and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets in which case the assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group\u2019s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to projected future cash flows after the fifth year.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by fair value indicators such as replacement cost.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The Group\u2019s corporate assets such as office building and computer equipment do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment loss recognised on a CGU or group of CGUs is first allocated to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to the other assets of the CGU or group of CGUs pro rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
4.10Employee benefits
4.10.1Defined contribution plans
The Group contributes towards the State defined contribution plan in accordance with local legislation and to which it has no commitment beyond the payment of fixed contributions. Obligations for contributions to the defined contribution plan are recognised in profit or loss as incurred.
4.10.2Other long-term employee benefits
The Group\u2019s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on German Government Bonds that have maturity dates approximating the terms of the Group\u2019s obligations.
4.10.3Severance payments
Pursuant to United Arab Emirates (U.A.E.) and Sultanate of Oman labour regulations, severance payments have to be paid on termination of employment by the employer. The Group\u2019s net obligation in respect of this defined benefit obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods and discounting that amount. The calculation of the liability is performed annually at each reporting date using the projected unit credit method. Re-measurement of the liability, which comprise actuarial gains and losses, are recognised immediately in OCI. The Group determines the interest expense on the liability for the period by applying the discount rate used to measure the obligation at the beginning of the annual period to the then-net liability, taking into account any changes in the liability during the period as a result of payments. Interest expense is recognised in profit or loss. The Group recognises gains and losses on the settlement of a liability when the settlement occurs.
4.11Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of discount is recognised as finance cost.
4.13Finance income and finance costs
The Group\u2019s finance income and finance costs include:
-interest income recognised on financial assets;
-interest expense on borrowings; and
-exchange gains or losses arising from the Group\u2019s investing and financing activities.
Interest income or expense is recognised as it accrues in profit or loss, using the effective interest method.
The \u2018effective interest rate\u2019 is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-The gross carrying amount of the financial asset; or
-The amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Borrowing costs that are not attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
4.15Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
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 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. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997980": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
Debt instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition. \u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin that is consistent with a basic lending arrangement.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
The Company\u2019s financial assets comprise cash and cash equivalents and trade and other receivables. The Group\u2019s financial assets comprise cash and cash equivalents, trade and other receivables and investments in equity and debt instruments.
For financial assets at amortised cost, these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses and expected credit losses are recognised in profit or loss.
For financial assets at FVTPL, these are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997979": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
Debt instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition. \u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin that is consistent with a basic lending arrangement.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
The Company\u2019s financial assets comprise cash and cash equivalents and trade and other receivables. The Group\u2019s financial assets comprise cash and cash equivalents, trade and other receivables and investments in equity and debt instruments.
For financial assets at amortised cost, these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses and expected credit losses are recognised in profit or loss.
For financial assets at FVTPL, these are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
4.3.2.3Financial liabilities \u2013 Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. The Group\u2019s financial liabilities which include loans, borrowings and trade and other payables, are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Where the Group designates a financial liability such as a loan in a hedging relationship for a net investment in a foreign operation, the effective portion of the exchange gains or losses are recognised in other comprehensive income (see note 4.2.2).
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
4.3.3.2 Measurement of ECLs
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses were measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expected to receive).
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period ranging from 36 to 60 months before 1 January 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
4.3.3.3 Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is \u2018credit-impaired\u2019 when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
-significant financial difficulty of the borrower or issuer;
-a breach of contract such as a default or being beyond the applicable threshold, as outlined above;
-the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or
-it is probable that the borrower will enter bankruptcy or other financial reorganisation.
4.3.3.4 Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables, including contract assets, are presented separately in the Statement of Profit or loss and OCI.
4.3.3.5 Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off on its financial assets based on whether there is a reasonable expectation of recovery and with reference to its historical experience of recoveries. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group\u2019s procedures for recovery of amounts due.
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.4.2 Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997978": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
Debt instruments
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
For financial assets at FVTPL, these are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997977": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
The Group\u2019s financial assets comprise cash and cash equivalents, trade and other receivables and investments in equity and debt instruments.
For financial assets at amortised cost, these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses and expected credit losses are recognised in profit or loss.
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
4.3.3.2 Measurement of ECLs
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses were measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expected to receive).
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period ranging from 36 to 60 months before 1 January 2025 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
4.3.3.3 Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is \u2018credit-impaired\u2019 when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
-significant financial difficulty of the borrower or issuer;
-a breach of contract such as a default or being beyond the applicable threshold, as outlined above;
-the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or
-it is probable that the borrower will enter bankruptcy or other financial reorganisation.
4.3.3.4 Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables, including contract assets, are presented separately in the Statement of Profit or loss and OCI.
4.3.3.5 Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off on its financial assets based on whether there is a reasonable expectation of recovery and with reference to its historical experience of recoveries. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group\u2019s procedures for recovery of amounts due.
4.3.4Derecognition
4.3.4.1Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
4.3.5Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a current legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997976": { "value": "
4Material accounting policy information
4.3Financial instruments
4.3.1 Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with an insignificant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs are directly attributable to its acquisition or issue. A trade receivable with an insignificant financing component is initially measured at the transaction price. Transaction costs of financial assets carried at FVTPL are expensed in profit and loss.
4.3.2 Classification and subsequent measurement
4.3.2.1Financial assets
On initial recognition, the Group\u2019s financial assets are classified as measured at: amortised cost; or at Fair Value Through Profit or Loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model
Debt instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition. \u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin that is consistent with a basic lending arrangement.
Equity instruments
The Group subsequently measures all equity investments at fair value. Dividends from such investments continue to be recognised in profit or loss as other income when the Group\u2019s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
4.3.2.2Financial assets \u2013 Subsequent measurement and gains and losses
The Company\u2019s financial assets comprise cash and cash equivalents and trade and other receivables. The Group\u2019s financial assets comprise cash and cash equivalents, trade and other receivables and investments in equity and debt instruments.
For financial assets at amortised cost, these assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses and expected credit losses are recognised in profit or loss.
For financial assets at FVTPL, these are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
4.3.3Impairment
4.3.3.1Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (ECLs) on financial assets at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:
-bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group measures loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group\u2019s historical experience and informed credit assessment and including forward-looking information.
The Group assesses whether the credit risk on a financial asset has increased significantly based on the number of days past due, with thresholds adjusted to reflect regional characteristics and operating conditions:
-In Mediterranean and Middle Eastern countries, a financial asset is considered to have experienced a significant increase in credit risk when it is 90 to 120 days past due, based on local market practices and payment behavior.
-In Sub-Saharan African and North African countries, the Group applies a longer threshold of up to 365 days past due, in recognition of administrative delays, longer invoicing processes, and settlement timelines in these regions.
The Group considers a financial asset to be in default when:
-the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as the realization of security (if any is held); or
-the financial asset is past due beyond the applicable threshold, as outlined above.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997975": { "value": "
4Material accounting policy information
4.4Hedge accounting \u2013 Net investment hedge
The Group\u2019s hedging activities consist of hedges of a net investment in a foreign operation. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedge item, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).
The Group uses a loan as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries, including a hedge of a monetary item that is accounted for as part of the net investment. Any gain or loss on the hedging instrument relating to the effective portion is recognised in other comprehensive income and accumulated in the translation reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance cost.
On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997974": { "value": "
4Material accounting policy information
4.4Hedge accounting \u2013 Net investment hedge
The Group\u2019s hedging activities consist of hedges of a net investment in a foreign operation. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedge item, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).
The Group uses a loan as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries, including a hedge of a monetary item that is accounted for as part of the net investment. Any gain or loss on the hedging instrument relating to the effective portion is recognised in other comprehensive income and accumulated in the translation reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance cost.
On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to the statement of profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForHedgingExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page91-cflshid_34914-tag11997973": { "value": "
4Material accounting policy information
4.2Foreign currency
4.2.1Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date.
The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
Foreign currency differences are generally recognised in profit or loss. However, foreign currency differences arising from the translation of financial liabilities denominated in a foreign currency and designated as a hedge of the net investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective and is accumulated in the translation reserve (see note 4.4)..
4.2.2Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the Group\u2019s presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Group\u2019s presentation currency at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the translations).
Foreign currency differences are recognised in OCI and presented within equity in the translation reserve, except to the extent that the translation difference is allocated to NCI. However, if the operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
4.2.3Foreign currency gains and losses
Foreign currency gains and losses relating to operating activities are recognised in profit or loss and reported on a net basis within \u201cNet Other income/(expenses)\u201d. Foreign currency gains and losses relating to investing activities and financing activities are recognised in profit or loss and are reported on a net basis within \u201cfinance income\u201d or \u201cfinance costs\u201d respectively. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges (see note 4.2.1) or are attributable to part of the net investment in a foreign operation.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page110-cflshid_42736-tag11998009": { "value": "
5New standards, amended standards and interpretations
5.1 New and amended standards and interpretations adopted by the Group
The Group and the Company have applied the following amendments for the first time for their annual reporting period commencing 1 January 2025:
\u25aaAmendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group\u2019s and Company\u2019s accounting policies impacting the financial performance and position.
5.2Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2025 and earlier application is permitted. However, the Group and the Company have not early adopted any of the forthcoming new or amended standards in preparing these financial statements. The following sets out the effective date and impact of forthcoming amendments to standards and new standards on the Group\u2019s financial statements:
EU effective date(financial period on or after)Impact assessment
Standards available for early adoption
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)1 January 2026No significant impact
Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 71 January 2026No significant impact
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency1 January 2027No significant impact
Annual Improvements Volume 111 January 2026No significant impact
Standards not yet endorsed by the EU
IFRS 19 Subsidiaries without Public Accountability: DisclosuresNot yet endorsedNo significant impact
Amendments to IFRS 19 Subsidiaries without Public Accountability: DisclosuresNot yet endorsedNo significant impact
The Directors are of the opinion that there are no requirements which will have a possible significant impact on the Group\u2019s and the Company\u2019s financial statements in the period of initial application, other than what is described below.
IFRS 18 \u2018Presentation and Disclosure in Financial Statements\u2019 (effective for annual periods beginning on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements. The Directors are still in the process of assessing the detailed implications of applying the new standard on the Group\u2019s and the Company\u2019s financial statements. The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page110-cflshid_42736-tag11998008": { "value": "
5New standards, amended standards and interpretations
5.1 New and amended standards and interpretations adopted by the Group
The Group and the Company have applied the following amendments for the first time for their annual reporting period commencing 1 January 2025:
\u25aaAmendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group\u2019s and Company\u2019s accounting policies impacting the financial performance and position.
5.2Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2025 and earlier application is permitted. However, the Group and the Company have not early adopted any of the forthcoming new or amended standards in preparing these financial statements. The following sets out the effective date and impact of forthcoming amendments to standards and new standards on the Group\u2019s financial statements:
EU effective date(financial period on or after)Impact assessment
Standards available for early adoption
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)1 January 2026No significant impact
Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 71 January 2026No significant impact
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency1 January 2027No significant impact
Annual Improvements Volume 111 January 2026No significant impact
Standards not yet endorsed by the EU
IFRS 19 Subsidiaries without Public Accountability: DisclosuresNot yet endorsedNo significant impact
Amendments to IFRS 19 Subsidiaries without Public Accountability: DisclosuresNot yet endorsedNo significant impact
The Directors are of the opinion that there are no requirements which will have a possible significant impact on the Group\u2019s and the Company\u2019s financial statements in the period of initial application, other than what is described below.
IFRS 18 \u2018Presentation and Disclosure in Financial Statements\u2019 (effective for annual periods beginning on or after 1 January 2027)
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026 and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance. IFRS 18 will also require the disclosure of management-defined performance measures within the financial statements. The Directors are still in the process of assessing the detailed implications of applying the new standard on the Group\u2019s and the Company\u2019s financial statements. The new standard will be applicable from its mandatory effective date of 1 January 2027, with retrospective application, meaning that comparative information will be restated to reflect the new presentation and disclosure requirements introduced.
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7Operating segments
7.1The Group has three (2024: three) reportable operating segments, as described below, which represent the Group\u2019s strategic divisions. These divisions offer different products and services and are managed separately because they require different resources and marketing strategies. For each of the strategic divisions, the Board of Directors, which is the chief operating decision maker, reviews internal management reports on a monthly basis.
The following summary describes the operations in each of the Group\u2019s reportable segments:
Integrated logistics support servicesIncludes the provision of comprehensive logistical support services to the offshore oil and gas industry from the Group\u2019s bases in Malta, Cyprus, Egypt, South America and Africa.
Oil country tubular goodsIncludes the provision of an integrated approach to OCTG handling, inspection, repairs and other ancillary services based in three Middle East locations, namely U.A.E., Southern Iraq and Sultanate of Oman.
Photovoltaic farmInvolves the generation of electricity which is sold into the national grid for a twenty-year period at a price secured under the tariff scheme regulated by subsidiary legislation S.L. 423.46 in Malta.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment adjusted as included in the internal management reports that are reviewed by the Board of Directors. Segment adjusted EBITDA is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
7.2Information about reportable segments
2025Integrated logistics support servicesOil country tubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
External revenue70,272,56233,868,245466,582 104,607,389
Segment revenue70,272,56233,868,245466,582 104,607,389
Reportable segment profit before tax1,910,714 5,512,328 95,4077,518,449
Net finance costs 2,759,433 1,706,654 173,469 4,639,556
Depreciation on property, plant and equipment2,472,111 1,071,960 197,706 3,741,777
Depreciation on right-of-use assets3,280,769 1,415,294 -4,696,063
Other material non-cash items:
Amortisation of intangible assets42,583 1,195,831 -1,238,414
Net impairment on property, plant and equipment94,944 --94,944
Impairment loss on remeasurement of Assets held for Sale66,786 --66,786
Adjusted EBITDA10,627,34010,902,067 466,58221,995,989
Reportable segment assets124,227,111 32,361,342 1,682,745 158,271,198
Capital expenditure during 20252,401,800 2,913,262 -5,315,062
Reportable segment liabilities88,824,603 8,342,738 2,655,00099,822,341
2024Integrated logistics support servicesOil country tubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
External revenue36,939,58432,599,241468,51070,007,335
Segment revenue36,939,58432,599,241468,51070,007,335
Reportable segment (loss)/profit before tax(2,085,247)5,846,724108,3243,869,801
Net finance costs 1,177,1441,070,871162,4802,410,495
Depreciation on property, plant and equipment1,881,0091,836,047197,7063,914,762
Depreciation on right-of-use assets3,081,0431,339,510-4,420,553
Other material non-cash items:
Amortisation of intangible assets42,582 1,195,831-1,238,413
Net impairment on property, plant and equipment146,449--146,449
Impairment loss on remeasurement of Assets held for Sale101,544--101,544
Adjusted EBITDA4,344,52411,288,983468,51016,102,017
Reportable segment assets114,190,45329,677,5871,880,451145,748,491
Capital expenditure during 20242,674,3352,205,915-4,880,250
Reportable segment liabilities76,251,9378,917,6432,970,00088,139,580
7.3Reconciliation of information on reportable segments to the amounts reported in the financial statements
20252024
\u20ac\u20ac
Revenues
Total revenues for reportable segments104,607,38970,007,335
Consolidated revenues104,607,38970,007,335
Profit or loss
Profit before income tax for reportable segments7,518,4493,869,801
Consolidated profit before income tax7,518,4493,869,801
Assets
Total assets for reportable segments158,271,198145,748,491
Consolidated total assets158,271,198145,748,491
Liabilities
Total liabilities for reportable segments99,822,341 88,139,580
Consolidated total liabilities99,822,34188,139,580
Adjusted EBITDA
Total adjusted EBITDA for reportable segments21,995,989 16,102,017
Consolidated adjusted EBITDA21,995,98916,102,017
7.4Geographical information
7.4.1The ILSS segment is managed from Malta with a satellite office in Mauritius and operates base facilities and/or offices in Malta, Cyprus, Egypt, Morocco, Suriname, Libya, Mozambique and Uganda. The OCTG segment is managed from U.A.E. and operates base facilities in U.A.E., Southern Iraq and Sultanate of Oman. The photovoltaic farm is managed and operated in Malta.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
RevenuesNon-current assets
\u20ac\u20ac
2025
Cyprus10,562,1055,983,291
Malta 42,218,08162,692,213
Libya1,728,79892,089
Egypt7,271,2632,795,635
Middle East34,336,27116,045,257
South America547,6441,541,725
Sub-Saharan Africa7,943,2275,323,831
104,607,38994,474,041
2024
Cyprus6,572,9676,269,731
Malta 13,226,25357,635,854
Egypt6,548,0193,710,644
Middle East35,190,01323,071,218
South America332,8931,920,096
Sub-Saharan Africa8,137,1909,875,209
70,007,335102,482,752
7.4.2Major customers
Revenues from four (2024: two) major external customers during the year amounted to approximately \u20ac47.2 million (2024: \u20ac24.7 million) of the Group\u2019s total revenues.
7.4.3 Situation in Mozambique and Libya
The Group has experienced a slowdown in its business activities in Mozambique due to the force majeure imposed by TotalEnergies in northern Mozambique. This has led to significant delays in the development of a major liquefied natural gas (LNG) project.
The political instability in Libya has caused delays in announcing the upcoming mega offshore energy projects. The Group services this market through its shore base in Malta, while the clients\u2019 operations are mainly offshore Libya, located 120 kilometres north of the Libyan coast.
The projects in Mozambique are expected to resume in the short to medium term following the lifting of the force majeure, while the projects in Libya have resumed during the year.
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8Revenue
8.1Disaggregation of revenue from contracts with customers
In the following table, revenue from contracts with customers is disaggregated by primary geographical market, major service lines and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group\u2019s reportable segments (see note 7).
The Group
2025Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
Malta41,751,499 -466,582 42,218,081
Middle East468,02633,868,245-34,336,271
Cyprus10,562,105 --10,562,105
Egypt7,271,263 --7,271,263
South America547,644 --547,644
Libya1,728,798 --1,728,798
Sub-Saharan Africa7,943,227 --7,943,227
70,272,56233,868,245466,582 104,607,389
The GroupThe Company
2025Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotalTotal
\u20ac\u20ac\u20ac\u20ac\u20ac
Major service lines
Logistic support services52,367,427 --52,367,427-
Supply of goods9,618,684 --9,618,684 -
Storage and handling8,286,451 19,439,070 -27,725,521 -
Inspection-2,976,067 -2,976,067 -
Repairs of pipes-11,453,108 -11,453,108 -
Supply of electricity--466,582 466,582 -
Management fees----3,690,000
Dividends----6,583,505
70,272,56233,868,245466,582 104,607,38910,273,505
Timing of revenue recognition
Transferred over time60,653,878 33,868,245466,582 94,988,705 3,690,000
Point in time9,618,684 --9,618,684 6,583,505
70,272,56233,868,245466,582 104,607,389 10,273,505
The Group
2024Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
Malta12,757,743-468,51013,226,253
Middle East2,590,77232,599,241-35,190,013
Cyprus6,572,967--6,572,967
Egypt6,548,019--6,548,019
South America332,893--332,893
Sub-Saharan Africa8,137,190--8,137,190
36,939,58432,599,241468,51070,007,335
The GroupThe Company
2024Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotalTotal
\u20ac\u20ac\u20ac\u20ac\u20ac
Major service lines
Logistic support services28,866,222--28,866,222-
Supply of goods1,307,326--1,307,326-
Storage and handling6,766,03619,668,727-26,434,763-
Inspection-2,879,179-2,879,179-
Repairs of pipes-10,051,335-10,051,335-
Supply of electricity--468,510468,510-
Management fees----1,825,000
Dividends----17,040,170
36,939,58432,599,241468,51070,007,33518,865,170
Timing of revenue recognition
Transferred over time35,632,25832,599,241468,51068,700,0091,825,000
Point in time1,307,326--1,307,32617,040,170
36,939,58432,599,241468,51070,007,33518,865,170
8.2Contract balances
The following table provides information about assets and liabilities from contracts with customers.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current contract assets relating to unbilled revenue, net of loss allowances6,111,983730,8741,020,0001,442,500
Current contract liabilities relating to payment made in advance by customers777,291218,459--
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional.
8.3Revenue recognized in relation to contract liabilities
The table below shows how much revenue recognized in the reporting period relates to carried-forward contract liabilities.
20252024
\u20ac\u20ac
Revenue recognized that was included in the contract liability balance at the beginning of the period218,459113,196
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page117-cflshid_45103-tag11998014": { "value": "
8Revenue
8.1Disaggregation of revenue from contracts with customers
In the following table, revenue from contracts with customers is disaggregated by primary geographical market, major service lines and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group\u2019s reportable segments (see note 7).
The Group
2025Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
Malta41,751,499 -466,582 42,218,081
Middle East468,02633,868,245-34,336,271
Cyprus10,562,105 --10,562,105
Egypt7,271,263 --7,271,263
South America547,644 --547,644
Libya1,728,798 --1,728,798
Sub-Saharan Africa7,943,227 --7,943,227
70,272,56233,868,245466,582 104,607,389
The GroupThe Company
2025Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotalTotal
\u20ac\u20ac\u20ac\u20ac\u20ac
Major service lines
Logistic support services52,367,427 --52,367,427-
Supply of goods9,618,684 --9,618,684 -
Storage and handling8,286,451 19,439,070 -27,725,521 -
Inspection-2,976,067 -2,976,067 -
Repairs of pipes-11,453,108 -11,453,108 -
Supply of electricity--466,582 466,582 -
Management fees----3,690,000
Dividends----6,583,505
70,272,56233,868,245466,582 104,607,38910,273,505
Timing of revenue recognition
Transferred over time60,653,878 33,868,245466,582 94,988,705 3,690,000
Point in time9,618,684 --9,618,684 6,583,505
70,272,56233,868,245466,582 104,607,389 10,273,505
The Group
2024Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotal
\u20ac\u20ac\u20ac\u20ac
Malta12,757,743-468,51013,226,253
Middle East2,590,77232,599,241-35,190,013
Cyprus6,572,967--6,572,967
Egypt6,548,019--6,548,019
South America332,893--332,893
Sub-Saharan Africa8,137,190--8,137,190
36,939,58432,599,241468,51070,007,335
The GroupThe Company
2024Integrated logistics support servicesOil countrytubular goodsPhotovoltaic farmTotalTotal
\u20ac\u20ac\u20ac\u20ac\u20ac
Major service lines
Logistic support services28,866,222--28,866,222-
Supply of goods1,307,326--1,307,326-
Storage and handling6,766,03619,668,727-26,434,763-
Inspection-2,879,179-2,879,179-
Repairs of pipes-10,051,335-10,051,335-
Supply of electricity--468,510468,510-
Management fees----1,825,000
Dividends----17,040,170
36,939,58432,599,241468,51070,007,33518,865,170
Timing of revenue recognition
Transferred over time35,632,25832,599,241468,51068,700,0091,825,000
Point in time1,307,326--1,307,32617,040,170
36,939,58432,599,241468,51070,007,33518,865,170
8.2Contract balances
The following table provides information about assets and liabilities from contracts with customers.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current contract assets relating to unbilled revenue, net of loss allowances6,111,983730,8741,020,0001,442,500
Current contract liabilities relating to payment made in advance by customers777,291218,459--
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional.
8.3Revenue recognized in relation to contract liabilities
The table below shows how much revenue recognized in the reporting period relates to carried-forward contract liabilities.
20252024
\u20ac\u20ac
Revenue recognized that was included in the contract liability balance at the beginning of the period218,459113,196
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page117-cflshid_45124-tag11998016": { "value": "8Revenue
8.2Contract balances
The following table provides information about assets and liabilities from contracts with customers.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current contract assets relating to unbilled revenue, net of loss allowances6,111,983730,8741,020,0001,442,500
Current contract liabilities relating to payment made in advance by customers777,291218,459--
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredIncomeExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998083": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
32Leases
32.1As a lessee
The Group has several parcels of leased land and buildings in Malta, Cyprus, Libya, Suriname, UAE, Oman, Iraq and Uganda. For certain leases, the Group is restricted from entering into any sub-lease arrangements.
Information about leases for which the Group is a lessee is presented below.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Balance at 1 January51,697,40152,349,165--
Additions1,923,5953,255,542279,300-
Depreciation (4,696,063)(4,420,553)(8,927)-
Modifications1,878,680217,380--
Effect of movement in exchange rates(522,115)295,867--
Balance at 31 December50,281,49851,697,401270,373-
32.1.1Right-of-use assets
The Group\u2019s leasing activities
Medserv Operations Limited, the Company\u2019s operating subsidiary in Malta, maintains lease agreements for key operational facilities. The subsidiary leases a quay, premises, and ancillary facilities at Malta Freeport, Kalafrana, as well as premises at the Hal Far Industrial Estate under separate lease arrangements.
The lease at Malta Freeport, Kalafrana, is held under a temporary emphyteusis title and extends for a period of 48 years, commencing on 5 December 2012. The leases at Hal Far Industrial Estate have an initial term of 13 years, starting from 20 October 2014, with an option for the subsidiary to extend the lease for up to three additional periods of 10 years each. In August 2024, the Company entered into a new lease agreement for additional premises in Hal Far, which will run for a period of 33 years.
Additionally, the subsidiary leases three electric light passenger vehicles under lease terms averaging five years.
Medserv (Cyprus) Limited, the Company\u2019s subsidiary in Cyprus, leases various yard facilities at the Port of Limassol under multiple agreements, as follows:
\u2022An open yard area of 21,900 sqm and a warehouse, leased since 2018, with a term expiring on 18 June 2028;
\u2022An open yard area of 10,000 sqm, leased for a two-year term expiring on 31 August 2027;
\u2022A land area of 2,000 sqm, leased for a two-year term expiring on 14 December 2027
\u2022A land area of 1,250 sqm, leased for a two-year term expiring on 14 July 2027.
Medserv Libya Limited leases a 6,500 sqm warehouse, quay of 107m, and a 1,500 sqm paved yard within the Misurata Free Zone port. This lease agreement remained in effect until 31 December 2025.
In 2025, MedservRegis p.l.c started leasing an office space in Malta of 310 sqm for a period of three years until 26 November 2028.
These agreements can be renewed depending on the clients\u2019 requirements.
As from 2025, in Suriname, the Company\u2019s subsidiary, Medserv International Limited, has the following lease arrangements at the reporting date:
\u2022Office premises of 570 sqm that is being used as the main office of the subsidiary in Suriname until December 2028;
\u2022A residential property being used as accommodation for the staff until October 2028.
In the Middle East, the Company\u2019s subsidiaries have the following lease arrangements at the reporting date:
\u2022Middle East Tubular Services Limited (Sharjah branch) holds right-of-use assets in the Hamriyah Free Zone under the following lease arrangements:
-A 43,196 sqm plot leased for a five-year term, renewable every five years, with the current lease valid until 2027.
-A 10,000 sqm plot and an associated 300 sqm warehouse, with a remaining lease term of three years, expiring in 2028, with the option for renewal.
-In 2024, the Company entered into a new lease agreement for a 26,000 sqm plot for an initial period of four years, with renewal subject to the subsidiary\u2019s request and the lessor\u2019s consent.
\u2022Sohar: Middle East Tubular Services LLC (FZC) leases a plot of land of 49,442 sqm in the Sohar Freezone until 31 August 2029.
\u2022Duqm: Middle East Comprehensive Tubular Services Limited leases multiple land plots within the Port of Duqm under the following agreements:
-Two plots of 57,500 sqm and 62,122 sqm, leased until 31 July 2027, with an option to extend or renew for up to three additional five-year periods, subject to mutual agreement with the lessor.
-A 25,060 sqm plot, with an initial term expiring in 2028, extendable for a further five-year period by mutual agreement.
-A 25,818 sqm plot, with an initial term expiring in 2029, also extendable for a further five-year period.
\u2022Iraq: Middle East Tubular Services (Iraq) Limited, the right-of-use asset comprises the following facilities in Khor Al Zubair Freezone:
-Plots of land with an area of 49,698 sqm for a period of 15 years until 2030, renewable at the request of the subsidiary and consent of the lessor.
32.1.2Lease liabilities
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Maturity analysis - contractual undiscounted cash flows
Less than one year(5,214,886)(4,410,819)(100,838)-
One to five years(10,043,625)(10,768,112)(146,894)-
Five years to ten years(3,341,514)(3,971,301)--
More than ten years(19,770,215)(19,770,215)--
Total undiscounted lease liabilities at 31 December(38,370,240)(38,920,447)(247,732)-
Current4,099,7883,364,42585,648-
Non-current15,931,89016,707,715136,772-
Lease liabilities included in the statement of financial position at 31 December20,031,67820,072,140222,420-
The table below provide a reconciliation of the Group\u2019s lease liabilities:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Balance at 1 January 20,072,14019,442,664--
Modifications2,101,385217,380--
New leases1,923,5953,255,542279,300-
Payments during the year(4,783,084)(4,382,821)(58,800)-
Interest charges during the year1,305,7351,217,4191,920-
Effect of movement in exchange rates(588,093)321,956--
Balance at 31 December20,031,67820,072,140222,420-
Amounts recognised in profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest on lease liabilities (included in finance cost)1,305,7351,217,4191,920-
Depreciation charge (included in cost of sales) 4,696,0634,420,5538,927-
Gain on lease modification15,619---
Low value and short-term lease (included in cost of sales)477,592259,163--
Low value and short-term lease (included in administrative)698,58421,296103-
Amounts recognised in the statement of cash flows
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Total cash outflow for leases4,783,0844,382,821--
32.1.3Critical judgements, estimates and assumptions with respect to lease
Some leases contain extension options exercisable by the Group up to one year before the end of the contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable by the Group and not by the lessors. The Group assesses at the lease commencement whether it is reasonably certain to exercise the extension options and subsequently reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The extension options provided to the Group were assessed by management and any extension options exercisable by the Group that were considered to be reasonably certain to be exercised were recognised.
The Group has estimated that the potential future cash outflows (undiscounted), should it exercise the extension options which have not been recognised would amount to approximately \u20ac15 million (2024: \u20ac15.7 million).
Incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities.
The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group \u2018would have to pay\u2019, which requires estimation when no observable rates are available (such as subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary\u2019s stand-alone credit rating).
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998024": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998023": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998022": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998021": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
31Financial instruments \u2013 Fair values and risk management
31.2Measurement of fair values
31.2.1Valuation techniques and significant unobservable inputs
The key financial instruments measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:
The Group
31 December 202531 December 2024
Carrying amountFair ValueLevelCarrying amountFair ValueLevel
\u20ac\u20ac\u20ac\u20ac
Assets
Financial assets measured at FVTPL
Investments in listed bonds1,138,8281,138,82811,352,7421,352,7421
Investments in listed equity securities1,676,7691,676,76911,591,4051,591,4051
Investments in alternative products764,107764,1071442,056442,0561
Financial assets measured at amortised cost
Fixed term deposits947,064947,06411,049,7611,049,7611
31.4Credit risk
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
31.6Market risk
31.6.4Other market price risk
The primary goal of the Group\u2019s investment in equity securities is to hold the investments for the long term for strategic purposes. Management is assisted by external advisors in this regard. Certain investments are designated at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The Group\u2019s equity investments are marketable or listed securities classified as FVTPL. The impact of a 5% increase in the market price at the reporting date would have resulted in an increase of \u20ac178,985 (2024: \u20ac169,310) on profit or loss. An equal change in the opposite direction would have decreased profit or loss by an equal but opposite effect.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998020": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
27Loans and borrowings
27.1This note provides information about the contractual terms of the Group\u2019s and Company\u2019s interest-bearing loans and borrowings. For more information about the Group\u2019s exposure to interest rate, foreign currency and liquidity risk, see note 31.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Non-current liabilities
Secured bank loans3,019,0303,509,038--
Loan from subsidiary--2,340,0002,655,000
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes21,663,53229,954,91521,663,53230,326,881
37,450,09446,176,95336,771,06445,694,881
Current liabilities
Secured bank loans2,989,3803,240,359--
Loan from subsidiaries--978,841990,623
Bank overdrafts480,2432,002,344--
Unsecured notes13,638,992-13,560,621-
17,108,6155,242,70314,539,462990,623
27.2 Terms and debt repayment schedule
The terms and conditions of outstanding loans are as follows:
The Group
Carrying amount
Original currency2025\u20ac2024\u20acNominal interest rateYear ofmaturity
Bank loanEUR2,655,0002,970,0006.00%2034
Bank loanEUR\u00a0854,033 1,942,029Bank\u2019s base rate + 3%2026
Bank loanEUR816,321 -Bank\u2019s base rate + 3.15%2030
Bank loanUSD1,654,0321,837,3684.99%2026
Bank loanRO29,024-8.00%2029
Unsecured notesEUR10,838,81322,060,9464.50%2026
Unsecured notesUSD2,800,1797,893,9695.75%2026
Secured notesEUR12,767,53212,713,0005.00%2029
Unsecured notesEUR16,728,956 -5.50%2036
Unsecured notesUSD4,934,576 -6.50%2036
The USD denominated debt is designated as a hedging instrument in a net investment hedge information on the Group\u2019s hedging activities are provided in Note 31.6.
27.4Issue of new unsecured notes due 2031-2036
The carrying amount of the new notes issue in Euro equivalent of \u20ac21.7 million (\u201cNew Notes\u201d) during the year by the Group and the Company is made up as follows:
\u20ac
Proceeds receivable from issue of notes6,535,650
Rollover amount from Unsecured Notes maturity 202615,578,252
Total 22,113,902
Transaction costs(498,028)
Net proceeds 21,615,874
Accreted interest 97,757
Exchange difference(50,099)
Carrying amount of liability at 31 December 202521,663,532
31Financial instruments \u2013 Fair values and risk management
31.6Market risk
31.6.4Other market price risk
The primary goal of the Group\u2019s investment in equity securities is to hold the investments for the long term for strategic purposes. Management is assisted by external advisors in this regard. Certain investments are designated at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The Group\u2019s equity investments are marketable or listed securities classified as FVTPL. The impact of a 5% increase in the market price at the reporting date would have resulted in an increase of \u20ac178,985 (2024: \u20ac169,310) on profit or loss. An equal change in the opposite direction would have decreased profit or loss by an equal but opposite effect.
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9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
19Bank term placements
The bank term placements as at 31 December 2025 and 2024 comprise of fixed-term deposits with banks in the Sultanate of Oman, Angola and Cyprus with credit ratings of BBB-.
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
23Cash and cash equivalents
The GroupThe Company
Note2025202420252024
\u20ac\u20ac\u20ac\u20ac
Cash in hand305,592239,633--
Bank balances19,513,99818,712,7373,557,827146,043
19,819,59018,952,3703,557,827146,043
Bank overdraft used for cash management purposes27(480,243)(2,002,344)--
Cash and cash equivalents as presented in cashflow statement19,339,34716,950,0263,557,827146,043
As of 31 December 2025, the Group\u2019s subsidiary, Verger Investimentos Lda, held cash at bank amounting to \u20ac4,594,027 (2024: \u20ac4,889,489) that is subject to exchange controls on remittance outside of the jurisdiction in which it operates, and thus may limit the Group\u2019s ability to access the cash for operations, investments or distributions. The Group performed an ECL test for the cash at bank balances which resulted in no movement during the year (2024: \u20acNil) (see note 31).
27Loans and borrowings
27.1This note provides information about the contractual terms of the Group\u2019s and Company\u2019s interest-bearing loans and borrowings. For more information about the Group\u2019s exposure to interest rate, foreign currency and liquidity risk, see note 31.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Non-current liabilities
Secured bank loans3,019,0303,509,038--
Loan from subsidiary--2,340,0002,655,000
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes21,663,53229,954,91521,663,53230,326,881
37,450,09446,176,95336,771,06445,694,881
Current liabilities
Secured bank loans2,989,3803,240,359--
Loan from subsidiaries--978,841990,623
Bank overdrafts480,2432,002,344--
Unsecured notes13,638,992-13,560,621-
17,108,6155,242,70314,539,462990,623
27.2 Terms and debt repayment schedule
The terms and conditions of outstanding loans are as follows:
The Group
Carrying amount
Original currency2025\u20ac2024\u20acNominal interest rateYear ofmaturity
Bank loanEUR2,655,0002,970,0006.00%2034
Bank loanEUR\u00a0854,033 1,942,029Bank\u2019s base rate + 3%2026
Bank loanEUR816,321 -Bank\u2019s base rate + 3.15%2030
Bank loanUSD1,654,0321,837,3684.99%2026
Bank loanRO29,024-8.00%2029
Unsecured notesEUR10,838,81322,060,9464.50%2026
Unsecured notesUSD2,800,1797,893,9695.75%2026
Secured notesEUR12,767,53212,713,0005.00%2029
Unsecured notesEUR16,728,956 -5.50%2036
Unsecured notesUSD4,934,576 -6.50%2036
The USD denominated debt is designated as a hedging instrument in a net investment hedge information on the Group\u2019s hedging activities are provided in Note 31.6.
27.3Security on bank loans and overdraft facilities
The Group\u2019s secured bank loan with the carrying amount of \u20ac854,033 as at 31 December 2025 and with maturity 2026 contains a covenant that states that the group entity\u2019s Debt Service Coverage Ratio (DSCR) should not fall below 1.4x. If the capped ratio is not respected, the group entity must demonstrate through adequate evidence, namely based on cash balances as per audited accounts at the beginning and / or the end of the fiscal year that it holds sufficient cash to cover its debt service after dividend for the concerned period. The group entity is expected to remain compliant with this covenant within the next twelve months after the reporting date.
The bank loans and overdraft facilities are secured by:
1.First general hypothec for \u20ac7,500,000 on overdraft basis over all present and future assets of Medserv Operations Limited;
2.First special hypothec for \u20ac7,500,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
3.Second general hypothec on bank loan for \u20ac3,600,000 by Medserv Operations Ltd over all present and future assets;
4.Second special hypothec on bank loan for \u20ac3,600,000 over temporary utile dominium of Medserv site and property of Malta Freeport;
5.Special Hypothecary guarantee for \u20ac6,000,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
6.General hypothecary guarantee for \u20ac6,000,000 on overdraft basis by Medserv Operations Ltd over all present and future assets;
7.First general hypothec for \u20ac6,000,000 on overdraft basis over all present and future assets of MedservRegis plc;
8.General hypothecary guarantee for \u20ac900,000 on loan basis by Medserv Operations Ltd over all present and future assets;
9.Special Hypothecary guarantee for \u20ac900,000 on loan basis over temporary utile dominium of Medserv site and property of Malta Freeport;
10.Company guarantees for \u20ac11,473,074 and \u20ac5,311,995 given to Medserv Operations Ltd and Middle East Comprehensive Tubular Services (Duqm) L.L.C. in favour of the bankers;
11.First pledge, second and third pledge over a combined business policy for \u20ac8,568,381;
12.A letter of undertaking by the Company whereby it undertakes not to declare dividends or pay shareholders\u2019 loans in Medserv Operations Limited without the bank\u2019s written consent and to maintain the present level control and interest in Medserv Operations Limited;
13.First and third general hypothec for MDB loan of \u20ac854,033 over all present and future assets of Medserv Operations Limited;
14.A pledge of receivables and bank account agreement in relation to all and any rights pertaining to Medserv Operations Limited under the agreement with Enemalta p.l.c. and Automated Revenue Management Services Limited (ARMS) in relation to the payment for units of electricity generated by the photovoltaic farm situated at the Malta Freeport;
15.A letter of undertaking by Medserv Operations Limited to ensure and procure that all and any payments received from Enemalta and/or ARMS in relation to the generation of electricity units by the photovoltaic farm are at all times paid into and/or directly credited in the pledged bank account.
16.Marginal fixed term deposit of \u20ac797,064 for a period of 24 months;
17.Letter of undertaking to route 100% of receivables of a significant customer through a particular bank of a group entity; and
18.Commercial mortgage of \u20ac2,656,881 in favour of a particular bank of a group entity.
27.4Issue of new unsecured notes due 2031-2036
The carrying amount of the new notes issue in Euro equivalent of \u20ac21.7 million (\u201cNew Notes\u201d) during the year by the Group and the Company is made up as follows:
\u20ac
Proceeds receivable from issue of notes6,535,650
Rollover amount from Unsecured Notes maturity 202615,578,252
Total 22,113,902
Transaction costs(498,028)
Net proceeds 21,615,874
Accreted interest 97,757
Exchange difference(50,099)
Carrying amount of liability at 31 December 202521,663,532
27.5Reconciliation of movements of loans and borrowings to cash flows arising from financing activities
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2025\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,002,34442,667,9156,749,3973,645,62343,039,881
Changes from financing cash flows
Proceeds from loans and borrowings-6,037,622931,954650,0006,037,622
Repayment of borrowings-(96,415)(1,489,603)(990,623)(96,415)
Total changes from financing cash flows -5,941,207(557,649)(340,623)5,941,207
Effect of changes in foreign exchange rates-(915,570)(196,161)-(885,529)
Total non-cash items-(915,570)(196,161)-(885,529)
Liability-related changes
Change in bank overdrafts(1,374,912)----
Interest expense (note 12)-2,609,522365,034190,4472,207,133
Interest paid (147,189)(2,233,018)(352,211)(176,606)(2,311,007)
Total liability\u2013related changes (1,522,101)376,50412,82313,841(103,874)
Balance at 31 December480,24348,070,0566,008,4103,318,84147,991,685
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2024\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,396,81142,705,1076,246,9403,285,00043,368,960
Changes from financing cash flows
Proceeds from loans and borrowings--1,755,4561,100,000-
Repayment of borrowings-(987,477)(1,350,930)(773,012)(987,477)
Total changes from financing cash flows -(987,477)404,526326,988(987,477)
Effect of changes in foreign exchange rates-523,43470,874-529,225
Total non-cash items-523,43470,874-529,225
Liability-related changes
Change in bank overdrafts(270,673)----
Interest expense (note 12)-2,546,687301,472230,1362,249,013
Interest paid (123,794)(2,119,836)(274,415)(196,501)(2,119,840)
Total liability\u2013related changes (394,467)426,85127,05733,635129,173
Balance at 31 December2,002,34442,667,9156,749,3973,645,62343,039,881
The New Notes were admitted to listing on the Official List of the Malta Stock Exchange on 3 December 2025 with the interest starting to accrue as from this date. These notes are unsecured and redeemable between 2031-2036.
The notes issued in 2016 with a carrying amount as at 31 December 2025 of \u20ac13,560,620 (2024: \u20ac30,326,881) are unsecured. The notes issued during 2022 are secured by the Company\u2019s subsidiary, Medserv Operations Limited, through a general hypothec and a special hypothec over its emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 14.4).
Furthermore, as at 31 December 2025 and 2024, the Group enjoyed the following credit facilities at the following terms and conditions:
Bank overdraftNominal Interest rate
\u20ac2,500,0005.15% (bank base rate + 3%)
\u20ac500,0005.15% (bank base rate + 3%)
Foreign exchange facility
\u20ac300,000n/a
At 31 December 2025, the Group had unutilised bank overdraft facilities of \u20ac2,519,757 (2024: \u20ac997,656) and unutilised foreign exchange facility of \u20ac300,000 (2024: \u20ac300,000) out of the facilities listed above.
At 31 December 2025, the Group enjoyed from bank guarantee facilities of \u20ac6,000,000 (2024: \u20ac1,500,000) of which \u20ac5,493,805 (2024: \u20ac214,800) were unutilised.
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
29.2Amounts due to subsidiaries and shareholders are unsecured, interest free and repayable on demand. Transactions with related parties are set out in note 34 to these financial statements.
29.3During the year, a group entity paid the amount of \u20ac214,837 (2024: \u20ac233,686) to the non-controlling interest.
29.4The Group\u2019s and Company\u2019s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 31.
30Contingencies and commitments
30.1At reporting date, the Group had the following contingent liabilities:
\u2022Letter of guarantees issued by Group\u2019s bankers in favour of third parties amounting to \u20ac3,919,553 (2024: \u20ac4,190,640);
The Company acts as a guarantor to certain banks in respect of credit facilities granted to two of its subsidiaries (see note 27.3).
31Financial instruments \u2013 Fair values and risk management
31.1Accounting classifications
The Group classifies non-derivative financial assets into the categories of \u2018amortised cost\u2019 or \u2018fair value through profit or loss (FVTPL)\u2019. The Group classifies non-derivative financial liabilities into the category of \u2018other financial liabilities\u2019. At reporting date, the Group\u2019s financial assets at amortised cost comprised cash and cash equivalents and trade and other receivables, and the Group\u2019s financial assets at FVTPL comprised equity and debt investments. The Company\u2019s financial assets at amortised cost comprised cash and cash equivalents and trade and other receivables. At reporting date, the Group\u2019s non-derivative financial liabilities comprised secured and unsecured notes, loans and borrowings, bank overdrafts and trade and other payables whereas the Company\u2019s non-derivative financial liabilities comprised secured and unsecured notes and trade and other payables.
31.3Financial risk management
31.3.1The Group has exposure to the following risks arising from financial instruments:
\u25aacredit risk
\u25aaliquidity risk
\u25aamarket risk
\u25aaoperational risk.
This note presents information about the Group\u2019s and Company\u2019s exposure to each of the above risks, the Group\u2019s and Company\u2019s objectives, policies and processes for measuring and managing risk, and the Group\u2019s and Company\u2019s capital management. The information presented in this note should be read in conjunction with the commentary in the Directors\u2019 Report under \u201cPrincipal risks and uncertainties\u201d.
31.3.2Risk management framework
The Company\u2019s Board of Directors has overall responsibility for the establishment and oversight of the Group\u2019s risk management framework. The Board of Directors has established the Financial Risk Committee, which is responsible for developing and monitoring the Group\u2019s risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Group\u2019s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group\u2019s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group\u2019s Audit Committee oversees how management monitors compliance with the Group\u2019s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
31.4Credit risk
31.4.1Credit risk is the risk of financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group\u2019s and Company\u2019s bank balances, trade and other receivables and contract assets.
The carrying amounts of financial assets represent the maximum credit exposure as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Financial assets at fair value through profit and loss
Investments in debt instruments1,138,8281,352,742--
Financial assets at amortised cost
Trade receivables and contract assets35,328,63519,808,0731,020,0001,442,500
Amounts due by subsidiaries--6,489,308647,125
Other receivables571,374846,5911,6911,938,764
Cash at bank20,320,01919,518,7583,557,827146,043
Bank term placements947,0641,049,761--
Gross exposure58,305,92042,575,92511,068,8264,174,432
Credit loss allowances(3,073,581)(2,822,966)--
Net exposure55,232,33939,752,95911,068,8264,174,432
Credit loss allowances on financial assets were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Impairment loss on:
- Trade receivables and contract assets(2,267,560)(2,016,945)--
- Cash at bank(806,021)(806,021)--
(3,073,581)(2,822,966)--
Impairment losses on financial assets recognised in the profit and loss were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Net remeasurement of loss allowance(626,533)417,046-15,443,485
Amounts written off---(22,431,874)
(626,533)417,046-(6,988,389)
31.4.2 Trade receivables and contract assets
The Group offers logistical and OCTG services to National and International Energy Companies (IECs), their subcontractors and other companies operating in the oil and gas industry. These customers operate huge budgets and historically have sufficient funds to meet their obligations towards the Group. The Group also services mining companies as well as product and equipment manufacturers and other heavy industry-related contractors. The Group\u2019s services include the provision of heavy machinery and lifting equipment, management services as well as contracting staff to clients and provide Technical Services Agreement (TSA) facilities.
The Group\u2019s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group\u2019s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Details of concentration of revenue are included in note 8.1.
Through the Financial Risk Committee, the Group has an internal control system which identifies at an early stage any events of default. The Group\u2019s review includes external ratings, if they are available, financial statements, credit agency information and industry information. Most of the Group\u2019s customers have been transacting with the Group for a number of years, and losses rarely occur. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, aging profile, maturity, trade history with the Group and existence of previous financial difficulties.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivables and contract assets for which no loss allowance is recognised because of collateral.
As at 31 December 2025, the Group\u2019s three (2024: two) most significant customers accounted for \u20ac18.8 million (2024: \u20ac6.1 million) of the trade receivables net of Expected Credit Loss.
Movements in the allowance for impairment in respect of trade receivables and contract assets
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
The Group
20252024
\u20ac\u20ac
Balance at 1 January2,016,9452,251,230
Net remeasurement of loss allowance626,533(417,046)
Effect of movement in foreign exchange rate(375,918)182,761
Balance at 31 December2,267,5602,016,945
The exposure to credit risk for trade receivables and contract assets by geographic region was as follows:
The Group
20252024
\u20ac\u20ac
Gross carrying amount
Domestic728,394431,529
Eurozone countries13,067,3424,178,167
Libya10,646,9764,004,967
Middle East7,769,5797,274,200
Angola860,5131,549,341
Mozambique650,400852,704
Uganda1,065,4421,257,384
Other regions539,989259,781
35,328,63519,808,073
The summary quantitative data about the Group\u2019s exposure to credit risk for trade receivables and contract assets is as follows.
The Group
20252024
\u20ac\u20ac
Not-credit impaired
External credit ratings at least Baa3 from Moody\u2019s or BBB- from Standard & Poor\u2019s12,577,5056,553,231
Other customers:
- Four or more years\u2019 trading history with the Group12,733,3678,047,380
- Less than four years\u2019 trading history with the Group4,818,8852,360,623
- Higher risk330,252288,302
Credit impaired
- Past due > 90 days4,391,4182,081,329
- Fully impaired477,208477,208
Total gross carrying amount35,328,63519,808,073
Credit loss allowances(2,267,560)(2,016,945)
Carrying amount33,061,07517,791,128
Other customers comprise reputable international energy companies and their subcontractors who have trading history with the Group.
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
31.4.3Cash at bank
As at 31 December 2025, the Group held cash at bank gross of ECL of \u20ac20,320,019 (2024: \u20ac19,518,758) while the Company had a bank balance of \u20ac3,557,827 (2024: \u20ac146,043). The Group\u2019s cash deposits are held with banks and financial institutions which are rated A+ to CCC/C, based on Standards & Poor\u2019s ratings.
Impairment on cash at bank has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash at bank has low credit risk based on the external credit ratings of the counterparties.
The Group
Gross carrying amountLoss allowanceGross carrying amountLoss allowance
2025202520242024
Rating \u20ac\u20ac\u20ac\u20ac
Externally rated
A+554,416-1,731,742-
A168,924-512,056-
A-4,551,365-1,105,049-
AA--1,197-
BBB-7,657,936-2,783,711-
BBB+857,963---
BBB226,244---
BB+69,253-6,443,021-
BB--1,898-
BB-514,554-708,876-
B+231,418-203,816-
B-673,753-1,095,170-
CCC/C4,814,193(806,021)4,932,222(806,021)
Total20,320,019(806,021)19,518,758(806,021)
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
31.4.5 Bank term placements
Bank term placements of \u20ac0.9 million (2024: \u20ac1 million) comprise of cash collaterals held with a reputable bank (see note 19). Management concludes internally that the expected credit loss on the amount is insignificant at the reporting date.
31.5Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group regularly reviews the expected cashflows through cash flow forecasts in its effort to monitor its cash flow requirements. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows to meet expected operational expenses over the next 60 days, including the servicing of financing and borrowing obligations. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
At 31 December 2025, the expected cash inflows from trade and other receivables and contract assets maturing within three months were \u20ac37.6 million. The expected cash outflows due within three months were \u20ac32.7 million comprising trade and other payables of \u20ac16.5 million, payment of the principal and the respective interest on the unsecured notes maturing on 5 February 2026 (see note 35) as well as interest on the other unsecured notes of \u20ac13.7 million and loan and interest repayments of \u20ac2.5 million.
The Group\u2019s liquidity risk is accordingly actively managed taking cognisance of the matching of operational cash inflows and outflows arising from expected maturities of financial instruments, attributable to the Group\u2019s different operations, together with the Group\u2019s committed bank borrowing facilities and other financing that it can access to meet liquidity needs.
In addition, the Group maintains the following other lines of credit, which remain undrawn at 31 December 2025:
-\u20ac2,519,757 bank overdraft facilities which bears interest at the Bank\u2019s Base Rate plus 3 per cent;
-Unutilised foreign exchange facility of \u20ac300,000;
-Unutilised bank guarantee facilities of \u20ac5,493,805.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. Trade and other payables and bank overdrafts which are due within 12 months equal their carrying balances as the impact of discounting is not significant.
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2025
Financial liabilities
Secured notes12,767,532(15,597,675)(650,000)(650,000)(14,297,675)--
Unsecured notes35,302,524(49,252,456)(14,448,214)(1,267,803)(3,803,411)(29,733,028)-
Secured bank loans6,008,410(6,814,189)(3,168,322)(647,294) (1,707,975) (1,290,598)-
Bank overdraft480,243(480,243)(480,243)----
Lease liabilities20,031,678(38,370,240)(5,214,886)(4,889,656)(5,153,969)(3,341,514)(19,770,215)
Trade and other payables16,509,718(16,509,718)(16,509,718)----
91,100,105(127,024,521)(40,471,383)(7,454,753)(24,963,030)(34,365,140)(19,770,215)
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2024
Financial liabilities
Secured notes12,713,000(16,247,675)(650,000)(650,000)(14,947,675)--
Unsecured notes29,954,915(31,956,889)(1,426,127)(30,530,762)---
Secured bank loans6,749,397(7,793,432)(3,486,711)(1,400,781)(1,240,788)(1,665,152)-
Bank overdraft2,002,344(2,002,344)(2,002,344)----
Lease liabilities20,072,140(38,920,447)(4,410,819)(3,997,173)(6,770,939)(3,971,301)(19,770,215)
Trade and other payables9,346,472 (9,346,472)(9,346,472)----
80,838,268(106,267,259)(21,322,473)(36,578,716)(22,959,402)(5,636,453)(19,770,215)
31.6Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group\u2019s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
31.6.1Currency risk
The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the Group companies. The functional currencies of Group companies are primarily the Euro (EUR) and US Dollar (USD). The currencies in which these transactions are primarily denominated are Euro (EUR), US Dollar (USD), Omani Rial (OMR), Egyptian Pounds (EGP), United Arab Emirates Dirham (AED), Mozambique New Metical (MZN), Mauritian Rupee (MUR), and Ugandan Shilling (UGX). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency which would be considered a foreign currency from the entity\u2019s perspective.
Exposure to currency risk
The Group\u2019s main currency note exposure reflecting the carrying amount of assets and liabilities denominated in foreign currencies at the end of the reporting period, analysed by the functional currency of the respective entity or entities, was as follows:
Functional CurrencyEURAEDOMRUSDEGPMZNUGX
31 December 2025USDUSDUSDEURUSDUSDUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables149,4913,049,0302,708,889640,20391,566-928,727
Trade payables(501,336)231,591511(16,803)-(13,791)(19,404)
Unsecured notes(7,734,755)------
Available funds in foreign currency486,485222,1914,262,074286,51518,283-214,834
Net statement of financial position exposure - Assets/(Liabilities)(7,600,115)3,502,8126,971,474909,915109,849(13,791)1,124,157
Functional CurrencyEURAEDOMRUSDUGX
31 December 2024USDUSDUSDEGPEURUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables28,3012,177,4763,751,606423,7391,090,9171,237,077
Trade payables(4,791)(69,604)-(560,320)(14,131)-
Unsecured notes(7,893,969)-----
Available funds in foreign currency159,120723,0975,361,9341,204,526492,385154,505
Net statement of financial position exposure - Assets/(Liabilities)(7,711,339)2,830,9699,113,5401,067,9451,569,1711,391,582
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2025202420252024
USD1.13031.08231.17471.0406
GBP0.87340.84680.87510.8269
OMR0.43460.41620.45170.4001
AED4.1513.97494.31393.8216
EGP55.473649.071156.044952.6192
MZN72.120269.061575.041566.4993
ZAR20.195119.830619.498819.5529
MUR51.710349.974254.087548.8849
UGX4,069.23924,065.98124,251.463,818.4254
TTD7.6506-7.9782-
AOK1,034.6038948.37251,078.22959.6837
SAR4.2386-4.405-
NAD20.1949-19.4988-
The table below provides a sensitivity analysis of a 10% strengthening or weakening in the currency rate on the Group\u2019s results and equity of the respective group entities\u2019 functional currency against the currencies in which their financial assets and/or financial liabilities are denominated at the reporting date. The analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. This analysis assumes that all variables remain constant. Currencies AED and OMR are pegged against USD therefore, not exposed to foreign currency risk arising from financial assets and liabilities denominated in USD.
Results and Equity
The Group
StrengtheningWeakening
31 December 2025\u20ac\u20ac
EUR against USD684,680(684,680)
USD against EGP(178)178
USD against EUR(82,720)82,720
UGX against USD(102,196)102,196
MZN against USD1,254(1,254)
31 December 2024
EUR against USD710,271(710,271)
USD against EGP(97,086)97,086
USD against EUR(142,652)142,652
UGX against USD(126,507)126,507
A sensitivity analysis of the impact on the Company\u2019s profit and total equity has not been provided since the Company was not significantly exposed to foreign currency risk at the reporting date as a result of the natural hedge of its financial assets and financial liabilities denominated in USD.
In addition, the Group also has significant amount of intra-group balances denominated in currencies other than the group entities functional currencies. Although these balances are eliminated on consolidation, the effect of movements in exchange rates are still recognised in the individual Company\u2019s and in the consolidated income statement. When the balances are considered to be part of the Group\u2019s net investment in the foreign operation, the foreign exchange differences arising on these balances are reclassified to other comprehensive income on consolidation as part of exchange differences on translating foreign operations. During the year an amount of \u20ac1,180,373 (2024: \u20ac447,886) relating to exchange differences on intra-group balances was recognised in the Group\u2019s finance income and finance cost and an amount of \u20acNil (2024: \u20ac517,031) was reclassified to other comprehensive income.
31.6.2Hedge of net investment in foreign entity
A foreign currency exposure arises from the Group\u2019s net investment in METS that has a USD functional currency. The risk arises from the fluctuation in spot exchange rates between the USD and the Euro, which causes the amount of the net investment to vary.
The hedged risk in the net investment hedge is the risk of a weakening USD against the Euro that will result in a reduction in the carrying amount of the Group\u2019s net investment in METS.
Part of the Group\u2019s net investment in METS is hedged by USD denominated bonds of \u20ac7,734,755 (2024: \u20ac7,893,969) which mitigates the foreign currency risk arising from the sub-Group\u2019s net assets. The bond is designated as hedging instrument for the changes in the value of the net investment that is attributable to changes in the EUR/USD spot rate.
To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged item by comparing changes in the carrying amount of the debts that is attributable to a change in the spot rate with changes in the investment in the foreign operation due to movements in the spot rate (the offset method). The Group\u2019s policy is to hedge the net investment only to the extent of the debt principal, denominated in USD and designated as hedging instrument.
There was no ineffectiveness to be recorded from net investment in foreign entity hedges.
The amounts related to items designated as hedging instruments were as follows:
The Group
Net investment in foreign operation20252024
Carrying amount (non-current borrowings)\u20ac7,734,755\u20ac7,893,969
USD carrying amount$9,085,721$8,214,374
Hedge ratio1:11:1
Change in carrying amount of USD denominated bond as a result of foreign currency movements since 1 January, recognised in OCI\u20ac(915,570)\u20ac523,343
Change in value of hedged item used to the extent of the debt principal to determine hedge effectiveness\u20ac915,570\u20ac(523,343)
Weighted average hedged rate for the yearUSD 1.17: EUR 1USD 1.08: EUR 1
31.6.3Interest rate risk
Interest rate risk is the risk that the value or cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of financial instrument will fluctuate because of changes in market interest rates. The Group is exposed to cash flow interest rates principally through bank loans which bear variable interest rates. The Group\u2019s secured and unsecured notes as well as its investment in debt instruments classified as financial assets at fair value through profit or loss bear interest at fixed rates and expose the Group to fair value interest rate risk.
Profile
At the reporting date the interest rate profile of the Group\u2019s and the Company\u2019s interest-bearing financial instruments was:
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Variable-rate instruments
Financial assets:
-Cash at bank19,819,59018,952,3703,557,827146,043
Financial liabilities:
-Bank loans(6,008,410)(6,749,397)--
-Loan from subsidiary--(3,318,841)(3,645,623)
-Bank overdraft(480,243)(2,002,344)--
\u00a0
Net exposure to cash flows interest rate risk13,330,93710,200,629238,986(3,499,580)
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Fixed-rate instruments
Financial assets:
-Investment in debt instruments at FVTPL1,138,8281,352,742--
-Bank term placements947,0641,049,761--
Financial liabilities:
-Secured notes(12,767,532)(12,713,000)(12,767,532)(12,713,000)
-Unsecured notes(35,302,524)(29,954,915)(35,224,153)(30,326,881)
(45,984,164)(40,265,412)(47,991,685)(43,039,881)
The Group manages its exposure to changes in cash flows in relation to interest rates on interest-bearing by entering into financial arrangements that are based on fixed rates on interest whenever practicable. The Group is exposed to fair value interest rate risk on its financial assets and liabilities bearing fixed rates of interest, but with the exception of the investments in bond securities which are measured at fair value, all the other instruments are measured at amortised cost and accordingly a shift in interest rates would not have an impact on profit or loss or total comprehensive income. Management does not consider a reasonable shift in interest to have a significant impact on the Group\u2019s equity and post-tax profit as a result of a change in the fair value of its investments in bond securities.
Cash flow sensitivity analysis for variable-rate instruments
The Group\u2019s interest rate risk principally arises from bank loans, bank overdraft and loan from related parties issued at variable rates which expose the Group to cash flow interest rate risk while the Company\u2019s interest rate risk principally arises on loans to subsidiaries. Floating interest rates on these instruments are linked to reference rates such as Euribor or the respective banker\u2019s base rate. While the cash at bank is also subject to interest rates which are linked to the risk-free rates, the interest on these balances is considered insignificant.
A reasonably possible change of 250 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.
Impact on profit and loss and equity
The GroupThe Company
\u20ac\u20ac
31 December 2025
(+) 250 basis points162,21658,500
(-) 250 basis points(162,216)(58,500)
31 December 2024
(+) 250 basis points218,79491,141
(-) 250 basis points(218,794)(91,141)
31.6.4Other market price risk
The primary goal of the Group\u2019s investment in equity securities is to hold the investments for the long term for strategic purposes. Management is assisted by external advisors in this regard. Certain investments are designated at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The Group\u2019s equity investments are marketable or listed securities classified as FVTPL. The impact of a 5% increase in the market price at the reporting date would have resulted in an increase of \u20ac178,985 (2024: \u20ac169,310) on profit or loss. An equal change in the opposite direction would have decreased profit or loss by an equal but opposite effect.
31.7Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group\u2019s processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks, such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group\u2019s operations.
The Group\u2019s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group\u2019s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative.
The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management.
This responsibility is supported by the development of overall Group standards for the management of operational risk in the following areas:
\u25aarequirements for appropriate segregation of duties, including the independent authorisation of transactions
\u25aarequirements for the reconciliation and monitoring of transactions
\u25aacompliance with regulatory and other legal requirements
\u25aadocumentation of controls and procedures
\u25aarequirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified
\u25aarequirements for the reporting of operational losses and proposed remedial action
\u25aadevelopment of contingency plans
\u25aatraining and professional development
\u25aaethical and business standards
\u25aarisk mitigation, including insurance where this is effective.
The management team is taking actions to ensure that its Group entities\u2019 operations remain ongoing, with the lowest possible disruptions, through its business continuity plan across all the jurisdictions in which the Group is present.
32Leases
32.1As a lessee
32.1.2Lease liabilities
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Maturity analysis - contractual undiscounted cash flows
Less than one year(5,214,886)(4,410,819)(100,838)-
One to five years(10,043,625)(10,768,112)(146,894)-
Five years to ten years(3,341,514)(3,971,301)--
More than ten years(19,770,215)(19,770,215)--
Total undiscounted lease liabilities at 31 December(38,370,240)(38,920,447)(247,732)-
Current4,099,7883,364,42585,648-
Non-current15,931,89016,707,715136,772-
Lease liabilities included in the statement of financial position at 31 December20,031,67820,072,140222,420-
The table below provide a reconciliation of the Group\u2019s lease liabilities:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Balance at 1 January 20,072,14019,442,664--
Modifications2,101,385217,380--
New leases1,923,5953,255,542279,300-
Payments during the year(4,783,084)(4,382,821)(58,800)-
Interest charges during the year1,305,7351,217,4191,920-
Effect of movement in exchange rates(588,093)321,956--
Balance at 31 December20,031,67820,072,140222,420-
Amounts recognised in profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest on lease liabilities (included in finance cost)1,305,7351,217,4191,920-
Depreciation charge (included in cost of sales) 4,696,0634,420,5538,927-
Gain on lease modification15,619---
Low value and short-term lease (included in cost of sales)477,592259,163--
Low value and short-term lease (included in administrative)698,58421,296103-
Amounts recognised in the statement of cash flows
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Total cash outflow for leases4,783,0844,382,821--
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9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page122-cflshid_46649-tag11998017": { "value": "
9Net other income
The GroupThe Company
2025202420252024
Notes\u20ac\u20ac\u20ac\u20ac
Release of translation reserve to profit and loss(291,694)(32,366)--
Exchange differences arising from operating activities874,235(326,655)269,503-
Net change in fair value of financial assets at fair value through profit or loss22172,903195,051--
(Loss)/profit on disposal of property, plant and equipment(55,375)138,268--
Cashback on credit card152,465119,463--
Gain on lease modification3215,619---
Income from investments at FVTPL30,33766,872--
Other income144,62966,600--
1,043,119227,233269,503-
*
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
10.2The total fees charged to the Group and the Company by the independent auditors and connected network firms during 2025 and 2024 can be analysed as follows:
2025The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 541,400164,900
541,400164,900
2024The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 560,599154,500
560,599154,500
11Employee benefit expense
Employee benefit expense incurred by the Group during the year are analysed as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Wages and salaries 15,953,02314,318,7981,458,099905,864
Social security contributions643,120527,921--
Maternity fund8,2606,694--
Other statutory contributions85,25562,805--
16,689,65814,916,2181,458,099905,864
Directors\u2019 emoluments:
Salaries1,521,9571,227,735565,500240,000
Fees215,000215,000215,000215,000
1,736,9571,442,735780,500455,000
18,426,61516,358,9532,238,5991,360,864
The monthly average number of persons employed by the Group during the year was as follows:
20252024
No.No.
Operating857774
Management and administration6760
924834
The Company had no employees during the current and comparative year. Employee benefits represent salaries recharged to the Company by one of its subsidiaries.
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
13Tax expense
13.1Recognised in the statement of profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current tax expense(897,097)(612,430)--
Deferred tax charge(1,118,852)(1,161,918)(16,784)-
Tax expense(2,015,949)(1,774,348)(16,784)-
13.2The tax expense for the year and the result of the accounting loss multiplied by the tax rate applicable in Malta, the Company\u2019s country of incorporation, are reconciled as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Profit before tax7,518,4493,869,8015,200,9704,776,667
Tax using the domestic tax rate(2,631,457)(1,354,430)(1,820,340)(1,671,833)
Tax effect of:
Non-deductible expenses(4,333,701)(2,947,361)(850,456)(4,190,338)
Difference in overseas tax rates3,805,2243,427,650--
Tax-exempt income1,344,762934,9782,729,1086,070,242
Utilised tax losses(148,615)(390,502)(58,312)-
Unrecognised deferred tax asset(52,163)(1,444,683)(16,784)(208,071)
Tax expense(2,015,949)(1,774,348)(16,784)-
13.3Recognised in the income statement
The applicable tax rate during the current year is the statutory local income tax rate of 35% for income generated in Malta.
The results from operations in Cyprus and Egypt are subject to the statutory local income tax of 12.5% and 22.5% respectively. The results from operations in Guyana are subject to the statutory local income tax of 25%.
The Company\u2019s subsidiary in the Sohar Free Zone in the Sultanate of Oman is exempt from income tax for a period of 5 years starting from 15 January 2022 and it is permissible to extend the exemption for consecutive periods of five years up to a maximum of twenty-five years until 2037 according to the procedures set in the concession agreement and subject to achieving the required Omanisation levels. Management is confident that it will be able to obtain and claim tax exemption for the aforementioned and following tax periods. Hence, no provision for income tax has been made in these financial statements.
The Company\u2019s subsidiary in the Special Economic Zone in Duqm in the Sultanate of Oman is exempt from income tax for a period of 30 years starting from 1 November 2017. The Company\u2019s subsidiaries in the U.A.E. and Southern Iraq are exempt from income tax.
The Company\u2019s subsidiary, Medserv Operations Limited is eligible to the incentives provided by regulations 5, 31 and 32 of the Business Promotion Regulations, 2001 (\u201cBPRs\u201d) and regulation 4 of the Investment Aid Regulations (\u201cIARs\u201d) in Malta (see note 16.4).
The results from operations in Mauritius, Mozambique, Uganda, Angola and South Africa are subject to income tax at the rates of 15%, 32%, 30%, 25% and 27% respectively.
14Property, plant and equipment
14.1Reconciliation of carrying amount
TotalBuilding and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehicles
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Depreciation and impairment losses
Balance at 1 January 202420,139,1255,118,76112,598,667447,728500,295143,131117,6941,212,849
Charge for the year3,914,762160,0213,214,789197,706165,77166,40947,43462,632
Impairment loss146,44967,81665,374--10,6982,561-
Disposals (1,232,764)-(608,179)---(17,231)(607,354)
Exchange differences1,007,338184,585753,549--5,2137,76956,222
Balance at 31 December 202423,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Balance at 1 January 202523,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Charge for the year3,741,777857,3972,503,871197,706-60,87247,60974,322
Impairment loss94,944-94,944-----
Write-offs(9,500)----(9,500)--
Disposals (1,155,773)(16,291)(999,786)--(33,960)(2,799)(102,937)
Exchange differences(1,922,555)(379,372)(1,445,907)--(10,253)(10,519)(76,504)
Balance at 31 December 202524,723,8035,992,91716,177,322843,140666,066232,610192,518619,230
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
28Employee benefits obligation \u2013 The Group
28.2Severance payments and retirement gratuities
28.2.1
The components of the movement in employee benefits recognised in profit or loss is as follows:
20252024
\u20ac\u20ac
Current service cost552,297334,372
Interest cost36,781103,408
589,078437,780
32Leases
32.1As a lessee
Information about leases for which the Group is a lessee is presented below.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Balance at 1 January51,697,40152,349,165--
Additions1,923,5953,255,542279,300-
Depreciation (4,696,063)(4,420,553)(8,927)-
Modifications1,878,680217,380--
Effect of movement in exchange rates(522,115)295,867--
Balance at 31 December50,281,49851,697,401270,373-
32.1.2Lease liabilities
Amounts recognised in profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest on lease liabilities (included in finance cost)1,305,7351,217,4191,920-
Depreciation charge (included in cost of sales) 4,696,0634,420,5538,927-
Gain on lease modification15,619---
Low value and short-term lease (included in cost of sales)477,592259,163--
Low value and short-term lease (included in administrative)698,58421,296103-
33 Provisions
20252024
\u20ac\u20ac
Current
Opening Balance115,582-
Provisions made during the year6,770113,343
Provisions used during the year-(1,564)
Effect of movement in exchange rates(12,972)3,803
Balance at 31 December109,380115,582
The Group\u2019s operating subsidiary in Mozambique has recognized a provision for potential liabilities relating to tax and regulatory matters. These provisions represent management\u2019s best estimate of the obligations as at the reporting date, based on ongoing discussions with the relevant authorities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998090": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
", "dimensions": { "concept": "ifrs-full:DisclosureOfCostOfSalesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998032": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
11Employee benefit expense
Employee benefit expense incurred by the Group during the year are analysed as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Wages and salaries 15,953,02314,318,7981,458,099905,864
Social security contributions643,120527,921--
Maternity fund8,2606,694--
Other statutory contributions85,25562,805--
16,689,65814,916,2181,458,099905,864
Directors\u2019 emoluments:
Salaries1,521,9571,227,735565,500240,000
Fees215,000215,000215,000215,000
1,736,9571,442,735780,500455,000
18,426,61516,358,9532,238,5991,360,864
Employee benefits represent salaries recharged to the Company by one of its subsidiaries.
28Employee benefits obligation \u2013 The Group
28.1
20252024
Notes\u20ac\u20ac
Liability for severance payments28.2.11,242,2191,458,731
Liability for retirement gratuities28.2.156,51846,102
\u00a01,298,7371,504,833
Non-current932,3701,445,466
Current366,36759,367
1,298,7371,504,833
28.2Severance payments and retirement gratuities
The Group operates defined benefit pension plans through its subsidiaries in Egypt, Sultanate of Oman, Mauritius and UAE. In most cases, the benefits value is set out in the labour regulations in the jurisdictions in which the respective subsidiary operates. In each case, a lump sum benefit for eligible employees based on specific requirements in the country in which the respective subsidiary operates is payable to the employee on termination or retirement. The subsidiaries recognise a liability for any projected shortfalls of benefits based on actuarial assumptions.
\u00a0\u00a0\u00a0
Benefit payments are generally from trustee-administrated funds and for unfunded plans, the subsidiary meets the benefit payment obligation as it falls due.
28.2.1The following table shows a reconciliation for the liability for severance payments.
20252024
\u20ac\u20ac
Balance at 1 January1,504,8331,418,105
Included in profit or loss:
Current service cost552,297334,372
Benefits paid(672,459)(167,158)
Interest cost36,781103,408
Included in OCI:
Actuarial (gains)/losses on economic assumptions(2,335)(46,193)
Actuarial gains on experience12,765(35,460)
Translation reserve(133,145)(102,241)
Balance at 31 December1,298,7371,504,833
The components of the movement in employee benefits recognised in profit or loss is as follows:
20252024
\u20ac\u20ac
Current service cost552,297334,372
Interest cost36,781103,408
589,078437,780
The components of the movement in employee benefits recognised in other comprehensive income is as
follows:
20252024
\u20ac\u20ac
Actuarial gains on economic assumptions(2,335)(46,193)
Actuarial losses/(gains) on experience12,765(35,460)
Translation difference6,2584,154
16,688(77,499)
28.2.2Actuarial assumptions
The main actuarial assumptions used for accounting purposes are as follows:
20252024
Discount rate2.63%9.05%
Inflation rate2.24%2.34%
Future salary growth rate3.33%8.98%
Net pre-retirement rate1.19%1.65%
In prior year, the liability for severance payments included a non-current balance arising from a group entity with a higher discount rate and future salary growth compared to the other group entities. As at 31 December 2025, this liability was classified as current given that it is expected to be settled within the next 12 months. As a result, the actuarial assumptions used for accounting purposes as at the reporting date are much lower compared to prior year.
28.2.3Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
20252024
MovementRevisedImpactMovementRevisedImpact
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Discount rate: +1%70,8851,228,3345.46%63,1631,441,6704.20%
Discount rate: -1%4,2361,294,9830.33%(59,735)1,564,569(3.97%)
Salary increase: +1%(122,695)1,421,914(9.44%)(203,539)1,708,372(13.53%)
Salary decrease: -1%192,3931,106,82614.81%200,9851,303,84913.36%
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998029": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
14Property, plant and equipment
14.1Reconciliation of carrying amount
TotalBuilding and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehicles
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Depreciation and impairment losses
Balance at 1 January 202420,139,1255,118,76112,598,667447,728500,295143,131117,6941,212,849
Charge for the year3,914,762160,0213,214,789197,706165,77166,40947,43462,632
Impairment loss146,44967,81665,374--10,6982,561-
Disposals (1,232,764)-(608,179)---(17,231)(607,354)
Exchange differences1,007,338184,585753,549--5,2137,76956,222
Balance at 31 December 202423,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Balance at 1 January 202523,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Charge for the year3,741,777857,3972,503,871197,706-60,87247,60974,322
Impairment loss94,944-94,944-----
Write-offs(9,500)----(9,500)--
Disposals (1,155,773)(16,291)(999,786)--(33,960)(2,799)(102,937)
Exchange differences(1,922,555)(379,372)(1,445,907)--(10,253)(10,519)(76,504)
Balance at 31 December 202524,723,8035,992,91716,177,322843,140666,066232,610192,518619,230
14.6Impairment test
At reporting date, indicators of impairment were identified on the property, plant and equipment pertaining to the operations of the following subsidiaries:
(i)Medserv Operations Limited (\u201cMedserv Operations\u201d)
(ii)Regis Mozambique Limitada (\u201cRegis Mozambique\u201d)
(iii)Regis Uganda Limited (\u201cRegis Uganda\u201d)
(iv)MedservRegis (Guyana) Inc. (\u201cMR Guyana\u201d)
These indicators include losses sustained in the current and/or comparative years as well as other risk factors, such as the global and regional political and economic uncertainties, particularly the increasing inflationary environment and the concentration risk due to the dependency on a few customers. The recoverable amounts of individual assets tested for impairment are determined using fair value less costs of disposal (FVLCD) or value in use (VIU) (depending on which assessment resulted in a higher recoverable amount) and are allocated to the Cash Generating Units (CGU) or groups of CGUs to which they form part.
The table below provides information about the CGUs and the subsidiaries to which the individual assets are allocated in determining the recoverable amounts.
\u00a0
SubsidiariesCGUDescriptions
Regis MozambiqueMozambique LogisticsBuildings, property improvements, plant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Mozambique
Regis UgandaUganda LogisticsPlant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Uganda
Medserv OperationsLogistics HubBuildings, property improvements, plant and equipment comprising heavy lifting equipment and transport vehicles for ILSS in Malta
MR Guyana Guyana LogisticsPlant and equipment comprising heavy lifting equipment in Guyana
As a result of the impairment assessments carried out by management on the respective CGU at a subsidiary level, the following impairment losses were recognised during 2025. The table below provides information on CGUs where the recoverable amount approximates the carrying amount of the CGU at the reporting date.
2025 BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvementsILSSLogistics hub12,994,575-12,994,57515,346,378FVLCD
Regis MozambiqueBuildings and plant and equipmentILSSMozambique Logistics2,947,891-2,947,8915,825,125FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics861,94994,944767,0051,038,135FVLCD
MR GuyanaPlant and equipmentILSSGuyana Logistics1,541,725-1,541,7251,541,725FVLCD
Total18,346,14094,94418,251,19623,751,363
\"\"
The following impairment losses were recognised in 2024:
2024BaseAssets class impairedOperating segmentCGUCarrying amount (gross of impairment)ImpairmentCarrying amount(net ofimpairment)Recoverable amountMethodology
\u20ac\u20ac\u20ac\u20ac
Medserv OperationsBuildings and property improvements and plant and equipmentILSSLogistics hub12,087,05287,37511,999,67711,999,677FVLCD
Regis MozambiqueBuildings and property improvements and plant and equipmentILSSMozambique Logistics3,986,909-3,986,9096,021,601FVLCD
Regis UgandaPlant and equipmentILSSUganda Logistics1,251,72759,0741,192,6531,430,456FVLCD
Medserv EgyptBuildings, base improvements, plant and equipment, motor vehiclesILSSEgypt logistics2,980,401-2,980,4013,533,385FVLCD
ILSSEgypt materials management694,046-694,046945,619FVLCD
Total21,000,135146,449 20,853,68623,930,738
\"\"
A total impairment loss of \u20ac94,944 (2024: \u20ac146,449) was recognised as per above table and recorded in \u2018cost of sales\u2019.
Fair value less cost of disposal (FVLCD)
In determining the FVLCD, the fair value of the individual assets was categorised as Level 2 for plant and equipment and Level 3 for buildings in the fair value hierarchy. For plant, equipment and buildings, management has estimated the recoverable amount of these assets by using the Depreciated Replacement Cost (DRC) valuation model. In addition, management has estimated the fair value for material plant and equipment with reference to market prices for comparable assets. The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
The key inputs used by management in determining the recoverable amounts using FVLCD were:
-the economic useful life of the non-current assets;
-the inflation rate; and
-market prices for comparable assets.
The table below sets out the key assumptions used by management in determining the recoverable amount of the CGUs to which the assets were allocated where significant impairment was recognised or indicators of impairment were identified during 2025 and 2024.
2025CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub15,346,3786-50 years2.52%
Mozambique Logistics5,825,12510-50 yearsN/A
Uganda Logistics1,038,1353-50 yearsN/A
Guyana logistics1,541,72510 yearsN/A
2024CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub11,999,6776-50 years2.56%
Mozambique Logistics6,021,60110-50 yearsN/A
Uganda Logistics1,430,4563-50 yearsN/A
Egypt Logistics3,533,38515 yearsN/A
Egypt materials management945,61915 yearsN/A
The tables below provide a sensitivity of the recoverable amount of the CGUs using the FVLCD to possible shifts in key assumptions as at 31 December 2025 and 31 December 2024 for those CGUs where an impairment was recognised or indicators of impairment were identified.
CGU31 December 2025Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.9 mil- / + 1.53 mil- 3.7 / + 4 mil
Mozambique Logistics- / + 0.34 mil- / + 0.58 milN/A
Uganda Logistics- / + 0.06 mil- / + 0.1 milN/A
Guyana logistics - / + 0.09 mil - / + 0.15 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.71 mil- / + 1.2 mil- 4.5 / + 4.1 mil
Mozambique Logistics- / + 0.35 mil- / + 0.60 milN/A
Uganda Logistics- / + 0.08 mil- / + 0.14 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal (+/- 4 %)Depreciation rate (+/- 10 %)Inflation rate (+/- 0.5%)
\u20ac\u20ac\u20ac
Egypt Logistics- / + 0.15 mil- / + 0.35 milN/A
Egypt materials management- / + 0.04 mil- / + 0.09 milN/A
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
\u20ac\u20ac\u20ac\u20ac
Carrying amounts
Balance at 1 January 202415,547,4848,836,766937,0025,773,716
Balance at 31 December 202414,309,0718,836,766937,0024,535,303
Balance at 31 December 202513,070,6578,836,766937,0023,296,889
15.3Impairment test
15.3.1Impairment test for goodwill and intangible assets arising from business combination
Goodwill and intangible assets allocated to CGUs within the Group\u2019s operating segments
Goodwill arising from the reverse acquisition of the Medserv group of companies (\u2018the Medserv subgroup\u2019) is mainly attributable to future customer contracts, the synergies expected to be achieved from combining the operations of the Medserv subgroup with the Regis group and the skills and technical talent of the Medserv subgroup\u2019s work force. Identifiable intangible assets also arising from the reverse acquisition comprise the Medserv and METS trademarks, tradenames and related assets with an indefinite useful life initially measured at a fair value of \u20ac1,138,936 and customer contracts initially measured at a fair value of \u20ac12,815,532 relating to the OCTG and ILSS segments of the Medserv subgroup. Management has determined trademarks, tradenames and related assets to have an indefinite useful life since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash flows. The customer contracts have finite useful lives and are amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
On the date of the reverse acquisition, the gross carrying amount of goodwill of \u20ac10,240,341 was allocated to the group of CGUs making up the OCTG and ILSS segments based on the fair value of the identified assets and liabilities on business combination since goodwill is monitored by management at the level of the operating segments. For the purposes of testing the impairment of goodwill and intangible assets, CGUs are grouped based on geographic area. Malta, Libya, Cyprus, Egypt and Suriname are grouped under the \u2018ILSS segment\u2019. Oman, Iraq and UAE are grouped under the \u2018OCTG segment\u2019.
Goodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.
The core goodwill subject to the impairment assessment includes goodwill amounting to \u20ac5,446,525 (2024: \u20ac5,446,525) resulting from the recognition of the deferred tax liabilities arising on the reverse acquisition relating to the ILSS segment.
Goodwill and intangible assets subject to impairment testing in 2025:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 206,2043,090,6853,296,889
7,750,1555,320,50213,070,657
Goodwill and intangible assets subject to impairment testing in 2024:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill 6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 248,7864,286,5174,535,303
7,792,7376,516,33414,309,071
15.3.2Valuation approaches
Value in use (\u2018VIU\u2019)
The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make.
The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments.
Key assumptions and inputs
The businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:
\u00a0
\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;
\u25aathe concentration risk due to dependency on a few customers; and
\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.
Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.
While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.
For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows.
For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062.
-Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.
-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.
-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.
-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period.
15.3.3Goodwill
In the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.
In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.
The key assumptions used in the estimation of VIU for the ILSS segment are as follows.
Goodwill2025ILSS segmentVIU
Discount rates, range 12% - 38.4%
Weighted average discount rates24.6%
Weighted average EBITDA margin21.3%
Extrapolation growth rate 2.0%
Weighted average annual revenue growth rate 3.95%
The probability weights for the applied scenarios are as follows:
Goodwill2025ILSS segmentVIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised.
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2025Change required
GoodwillCGUs underILSS segment
Discount rate+0.13%
EBITDA margin-0.06%
Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.
15.3.4Trademarks, tradenames and other related assets
The key assumptions used in the estimation of VIU are as follows.
2025
Trademark and Tradenames and other related assets ILSS segment VIU
Discount rates, range12.0% - 27.0%
Weighted average discount rates15.0%
Extrapolation growth rate 2.0%
The probability weights for the applied scenarios are as follows:
2025
Trademark and Tradenames and other related assetsILSS segment VIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amounts of the group of CGUs under the OCTG and ILSS segments with respect to the trademark and tradenames and other related assets was higher than their carrying amount in 2025 and prior year and thus no impairment loss was recognised.
15.3.5Customer contracts
The estimated recoverable amount of the customer contracts allocated to the group of CGUs under the ILSS and OCTG segments was not assessed for impairment, as no indicators of impairment were identified in 2025 or in the prior year.
15.3.6Comparative disclosures
In the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.
Key assumptions and inputs
2024
GoodwillILSS segment VIUOCTG segment VIU
Discount rates, range16.5% - 37%10.7% - 22.0%
Weighted average discount rates27.1%14.3%
Weighted average EBITDA margin30.1%37.0%
Extrapolation growth rate 2.0%2.0%
Weighted average annual revenue growth rate 7.96%1.6%
2024
Trademark and Tradenames and other related assets ILSS segment VIUOCTG segment VIU
Discount rates, range12.0% - 27.4%10.7% - 22.0%
Weighted average discount rates15.8%14.3%
Extrapolation growth rate 2.0%2.0%
The probability weights for the applied scenarios were as follows:
2024
Goodwill and Trademark and Tradenames and other related assetsILSS segment VIUOCTG segment VIU
Base case scenarios range60% - 80%60%
Base case scenarios average 60.8%60.0%
Upside scenarios range 10% - 20%20% - 30%
Upside scenarios average19.6%24.1%
Downside scenarios range 10% - 20%10% - 20%
Downside scenarios average19.6%15.9%
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2024Change required
GoodwillCGUs under ILSS segmentCGUs under OCTG segment
Discount rate+1.26%+23.38%
EBITDA margin-0.69%-10.07%
Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/A
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998028": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
10.2The total fees charged to the Group and the Company by the independent auditors and connected network firms during 2025 and 2024 can be analysed as follows:
2025The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 541,400164,900
541,400164,900
2024The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 560,599154,500
560,599154,500
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998027": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
14Property, plant and equipment
14.1Reconciliation of carrying amount
TotalBuilding and base improvementsPlant and equipmentPhotovoltaic farmCargo carrying unitsFurniture and fittingsOffice and computer equipmentMotor vehicles
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Depreciation and impairment losses
Balance at 1 January 202420,139,1255,118,76112,598,667447,728500,295143,131117,6941,212,849
Charge for the year3,914,762160,0213,214,789197,706165,77166,40947,43462,632
Impairment loss146,44967,81665,374--10,6982,561-
Disposals (1,232,764)-(608,179)---(17,231)(607,354)
Exchange differences1,007,338184,585753,549--5,2137,76956,222
Balance at 31 December 202423,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Balance at 1 January 202523,974,9105,531,18316,024,200645,434666,066225,451158,227724,349
Charge for the year3,741,777857,3972,503,871197,706-60,87247,60974,322
Impairment loss94,944-94,944-----
Write-offs(9,500)----(9,500)--
Disposals (1,155,773)(16,291)(999,786)--(33,960)(2,799)(102,937)
Exchange differences(1,922,555)(379,372)(1,445,907)--(10,253)(10,519)(76,504)
Balance at 31 December 202524,723,8035,992,91716,177,322843,140666,066232,610192,518619,230
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
32Leases
32.1As a lessee
Information about leases for which the Group is a lessee is presented below.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Balance at 1 January51,697,40152,349,165--
Additions1,923,5953,255,542279,300-
Depreciation (4,696,063)(4,420,553)(8,927)-
Modifications1,878,680217,380--
Effect of movement in exchange rates(522,115)295,867--
Balance at 31 December50,281,49851,697,401270,373-
32.1.2Lease liabilities
Amounts recognised in profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest on lease liabilities (included in finance cost)1,305,7351,217,4191,920-
Depreciation charge (included in cost of sales) 4,696,0634,420,5538,927-
Gain on lease modification15,619---
Low value and short-term lease (included in cost of sales)477,592259,163--
Low value and short-term lease (included in administrative)698,58421,296103-
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46948-tag11998025": { "value": "
10Expenses by nature
10.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Direct cost of services48,816,294 24,360,778--
Consumables2,008,829 2,068,792--
Employee benefits1118,426,615 16,358,9532,238,5991,360,864
Depreciation14, 328,437,840 8,335,3158,927-
Amortisation of intangible assets151,238,414 1,238,413--
Administration fees875,175 774,403240,419101,466
Professional fees2,836,491 2,658,4911,113,620787,459
Listing expenses65,142 57,22365,14256,442
Rental expense32.1.21,176,176 280,459103-
Travelling and telecommunications1,172,822 999,34181,49779,030
Impairment losses on investments in subsidiaries20 --1,2405,025,946
Reversal of impairment losses on amounts due by subsidiaries20 ---(3,019,179)
Net impairment loss on PPE1494,944 146,449--
Net impairment loss on assets held for sale14.566,786 101,544--
Bad debts30,895 101,029453-
Repairs and maintenance3,574,4872,788,9021,390760
Insurance1,359,153 1,272,91551,19226,717
Security services376,383383,279--
Staff welfare1,262,197 1,200,53219,371-
Other1,047,3271,244,5007,3564,961
Total cost of sales and
administrative expenses92,865,970 64,371,3183,829,3094,424,466
Categorised as follows:
Cost of sales74,427,99450,497,758--
Administrative expenses18,437,97613,873,5603,829,3094,424,466
Total cost of sales and
administrative expenses92,865,97064,371,3183,829,3094,424,466
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page123-cflshid_46969-tag11998026": { "value": "10Expenses by nature
10.2The total fees charged to the Group and the Company by the independent auditors and connected network firms during 2025 and 2024 can be analysed as follows:
2025The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 541,400164,900
541,400164,900
2024The GroupThe Company
\u20ac\u20ac
Auditors\u2019 remuneration 560,599154,500
560,599154,500
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page125-cflshid_47779-tag11998033": { "value": "11Employee benefit expense
Employee benefit expense incurred by the Group during the year are analysed as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Wages and salaries 15,953,02314,318,7981,458,099905,864
Social security contributions643,120527,921--
Maternity fund8,2606,694--
Other statutory contributions85,25562,805--
16,689,65814,916,2181,458,099905,864
Directors\u2019 emoluments:
Salaries1,521,9571,227,735565,500240,000
Fees215,000215,000215,000215,000
1,736,9571,442,735780,500455,000
18,426,61516,358,9532,238,5991,360,864
34Related parties
34.3Transactions with key management personnel
There were no loans to directors during the current and comparative year. Compensation for services provided to the Group by key management personnel during the year amounted to \u20ac3,175,300 (2024: \u20ac2,611,812). The total remuneration paid to directors during the year amounted to \u20ac1,736,957 (2024: \u20ac1,442,735). In addition to their salaries, the Company also provides non-cash benefits to directors and executive officers. Directors\u2019 remuneration is included in note 11.
A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over the financial or operating policies of these companies.
34.4Other related party transactions
The Group
20252024
\u20ac\u20ac
Other related parties
Services provided by28,53057,882
Associates and Joint ventures
Services provided by685,225493,610
Recharges (by)/to(14,882)49,776
Loans repayment from-30,894
Other related companies
Services provided to246,373234,579
Directors
Services provided to4,62117,713
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page125-cflshid_47779-tag11998031": { "value": "11Employee benefit expense
Employee benefit expense incurred by the Group during the year are analysed as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Wages and salaries 15,953,02314,318,7981,458,099905,864
Social security contributions643,120527,921--
Maternity fund8,2606,694--
Other statutory contributions85,25562,805--
16,689,65814,916,2181,458,099905,864
Directors\u2019 emoluments:
Salaries1,521,9571,227,735565,500240,000
Fees215,000215,000215,000215,000
1,736,9571,442,735780,500455,000
18,426,61516,358,9532,238,5991,360,864
20Investment in subsidiaries
20.3List of subsidiaries and sub-subsidiaries
The subsidiaries and sub-subsidiaries consist of the following:
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries
Medserv International LimitedPort of Marsaxlokk BirzebbugiaMalta100.00100.00Logistical support and other services25
Medserv Eastern Mediterranean LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Holding company and rental of cargo carrying units20
Medserv Libya LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services20
Medserv M.E. LimitedPort of Marsaxlokk Birzebbugia Malta-100.00Holding company100
MedservOperations LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries (continued)
Regis Holdings LimitedC/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius. 100.00100.00Holding company100
METS ME Limited4319, Floor 43, Addax Office Tower, Tamouh, AL Reem Island, Abu Dhabi, UAE100.00100.00Holding company100
Sub-subsidiaries
Medserv (Cyprus) LimitedKaraiskakis StreetLimassol, Cyprus80.0080.00Logistical support and other services100
Medserv Energy TT Limited18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I.100.00100.00Logistical support and other services100
Medserv EgyptOil & Gas Services J.S.C51, Tanta StreetCairo, Egypt80.0080.00Logistical support and other services100
Middle East Tubular Services LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in U.A.E.100
Middle East Tubular Services LLC (FZC) (Oman)PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services (Iraq) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in Southern Iraq100
Middle East Tubular Services (Gulf) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00Holding company100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
Middle East Comprehensive Tubular Services (Duqm) L.L.C.PO Box 45PC102The Special Economic Zone of DuqmAl Duqm, Al WustaSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services Uganda SMC Limited BMK House 4th Floor RM 402 Plot 4-5 Nyabong Road, Kololo Kampala P.O. Box 27689, Kampala-100.00OCTG services in Uganda100
Medserv Mozambique Limitada Mozambique, Cidade de Maputo Distrito Kampfumo Bairro da Sommesrchield, Rua Frente de libertacao de Mozambique, n. 224100.00100.00Logistical support and other services 100
Regis Shipping Lda Estrada Nacional EN106, Muxara Pemba, Cabo Delgado Mozambique65.0065.00Logistical support and other services100
Regis Management Services Limited C/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius100.00100.00Logistical support and other services100
Regis Export Trading International Proprietary Limited 343 Kent Avenue, Randburg, Garden Mall, Ferndale, Randburg, Gauteng 2194100.00100.00Trading and Exportation activities100
MedservRegis ME LLC6841, Aamir Ibn Saad Ibn Al Hariath Street,Ash Shati Ash Sharqi Dist, PC - 32413Dammam, Kingdom of Saudi Arabia100.00100.00OCTG services in Kingdom of Saudi Arabia100
METS Tubular Services LLCEast 9, Safia Hamel Khadem Building, Shk. Zayed Bin Sultan Street, Al Danah, Abu Dhabi100.00100.00OCTG services in U.A.E.100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
MedservRegis Logistics and Trading Namibia (Proprietary) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Verger Investimentos, LdaRua Joaquim Kapango, Edif\u00edcio Kimpa Vita Atrium, 1\u00ba andar, escrit\u00f3rio 103, Distrito Urbano de Ingombota, Munic\u00edpio de Luanda, Angola100.00100.00Logistical support and other services100
Regis Mozambique LimitadaRua da Porto Nr. 94/4,Pemba, Cabo Delagado,Mozambique100.00100.00Logistical support and other services100
MedservRegis SWT Oil and Gas Services (PROPRIETARY) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Regis Uganda LimitedPlot 38,Elizabeth Avenue, Kololo,Kampala Uganda100.00100.00Logistical support and other services100
MedservRegis (Guyana) Inc.Lot 78 Hadfield Street,Werk-en-RustGeorgetownGuyana100.00100.00Logistical support and other services100
MedservRegis ME Heavy & Light Machinery & Equipment Rental LLC296, Dubai Financial Support, Bur Dubai, Dubai, United Arab Emirates 100.00100.00Holding Company100
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
29.2Amounts due to subsidiaries and shareholders are unsecured, interest free and repayable on demand. Transactions with related parties are set out in note 34 to these financial statements.
29.3During the year, a group entity paid the amount of \u20ac214,837 (2024: \u20ac233,686) to the non-controlling interest.
34Related parties
34.1Significant shareholders
The Company is a public limited liability company incorporated in Malta and listed on the Malta Stock Exchange, with its registered office situated at Port of Marsaxlokk, Birzebbugia, Malta. Following the share-for-share exchange between the Company and Regis Holdings Limited, which was completed on 25 June 2021, 49.995% of the issued share capital of the Company was acquired by DOCOB Limited, a Mauritius company with its registered office at C/o ICAECAP (Mauritius) Limited, Block 1C, Uniciti Business Park, Cascavelle, Mauritius.
On 18 February 2025, DOCOB Limited, which was beneficially owned by the Siger Trust and the Renaissance Trust, transferred 50,813,816 ordinary shares held in the Company to these trusts. As a result of this transfer, DOCOB Limited no longer holds any shares in the Company.
The current shareholding structure of the Company is as follows:
\u2022The Siger Trust, a trust established under the laws of Seychelles, holds 28,500,738 (2024: 28,455,737) ordinary shares, representing 28.042% (2024: 27.997%) of the total issued share capital of the Company. The appointed beneficiary of the Siger Trust is Mr. David O\u2019Connor, Chairman and executive director of the Company, with the named beneficiaries being Mr. O\u2019Connor\u2019s spouse and descendants.
\u2022The Renaissance Trust, a trust established under the laws of Mauritius, holds 22,358,079 (2024: 22,358,079) ordinary shares, representing 21.998% (2024: 21.998%) of the total issued share capital of the Company. The appointed beneficiary of the Renaissance Trust is Mr. Olivier Bernard, Co-CEO and director of the Company, with the named beneficiaries being Mr. Bernard\u2019s descendants.
\u2022The remaining issued shares of the Company are publicly traded on the Malta Stock Exchange and are held by the general public, none of whom, to the best of the Directors\u2019 knowledge, holds a controlling interest.
34.2Identity of related parties
The Group has a related party relationship with its directors (\u201ckey management personnel\u201d), shareholders and an immediate relative of a director (\u201cother related parties\u201d). All transactions entered into with group companies have been eliminated in the preparation of these financial statements.
The Company has a related party relationship with its subsidiaries (see note 20), its directors and companies controlled by subsidiaries (\u201cother related companies\u201d).
34.3Transactions with key management personnel
There were no loans to directors during the current and comparative year. Compensation for services provided to the Group by key management personnel during the year amounted to \u20ac3,175,300 (2024: \u20ac2,611,812). The total remuneration paid to directors during the year amounted to \u20ac1,736,957 (2024: \u20ac1,442,735). In addition to their salaries, the Company also provides non-cash benefits to directors and executive officers. Directors\u2019 remuneration is included in note 11.
A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over the financial or operating policies of these companies.
34.5Related party balances
Information on amounts due from or payable to related parties are set out in notes 18, 20, 21, 27 and 29 to these financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page125-cflshid_47779-tag11998030": { "value": "11Employee benefit expense
The monthly average number of persons employed by the Group during the year was as follows:
20252024
No.No.
Operating857774
Management and administration6760
924834
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48177-tag11998037": { "value": "
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48177-tag11998035": { "value": "
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48177-tag11998034": { "value": "
12Finance income and finance costs
Note
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48198-tag11998040": { "value": "12Finance income and finance costs
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48198-tag11998039": { "value": "12Finance income and finance costs
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48198-tag11998038": { "value": "12Finance income and finance costs
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest receivable from banks685,966450,561--
Interest receivable from subsidiaries---115,753
Late payment interest income on
trade receivables184,662---
Foreign exchange gain on non-
operating activities-1,328,410886,771-
Finance income870,6281,778,971886,771115,753
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page126-cflshid_48198-tag11998036": { "value": "12Finance income and finance costs
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Interest payable on bank loans(365,034)(301,472)--
Other bank interest payable(147,189)(123,794)--
Interest payable to note holders(2,609,522)(2,546,781)(2,207,133)(2,249,013)
Interest payable to subsidiaries--(190,447)(230,136)
Interest on leases32(1,305,735)(1,217,419)(1,920)-
Foreign exchange loss on non-
operating activities(1,082,704)--(312,252)
Finance costs(5,510,184)(4,189,466)(2,399,500)(2,791,401)
Net finance costs (4,639,556)(2,410,495)(1,512,729)(2,675,648)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page127-cflshid_48596-tag11998042": { "value": "
13Tax expense
13.1Recognised in the statement of profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current tax expense(897,097)(612,430)--
Deferred tax charge(1,118,852)(1,161,918)(16,784)-
Tax expense(2,015,949)(1,774,348)(16,784)-
13.2The tax expense for the year and the result of the accounting loss multiplied by the tax rate applicable in Malta, the Company\u2019s country of incorporation, are reconciled as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Profit before tax7,518,4493,869,8015,200,9704,776,667
Tax using the domestic tax rate(2,631,457)(1,354,430)(1,820,340)(1,671,833)
Tax effect of:
Non-deductible expenses(4,333,701)(2,947,361)(850,456)(4,190,338)
Difference in overseas tax rates3,805,2243,427,650--
Tax-exempt income1,344,762934,9782,729,1086,070,242
Utilised tax losses(148,615)(390,502)(58,312)-
Unrecognised deferred tax asset(52,163)(1,444,683)(16,784)(208,071)
Tax expense(2,015,949)(1,774,348)(16,784)-
13.3Recognised in the income statement
The applicable tax rate during the current year is the statutory local income tax rate of 35% for income generated in Malta.
The results from operations in Cyprus and Egypt are subject to the statutory local income tax of 12.5% and 22.5% respectively. The results from operations in Guyana are subject to the statutory local income tax of 25%.
The Company\u2019s subsidiary in the Sohar Free Zone in the Sultanate of Oman is exempt from income tax for a period of 5 years starting from 15 January 2022 and it is permissible to extend the exemption for consecutive periods of five years up to a maximum of twenty-five years until 2037 according to the procedures set in the concession agreement and subject to achieving the required Omanisation levels. Management is confident that it will be able to obtain and claim tax exemption for the aforementioned and following tax periods. Hence, no provision for income tax has been made in these financial statements.
The Company\u2019s subsidiary in the Special Economic Zone in Duqm in the Sultanate of Oman is exempt from income tax for a period of 30 years starting from 1 November 2017. The Company\u2019s subsidiaries in the U.A.E. and Southern Iraq are exempt from income tax.
The Company\u2019s subsidiary, Medserv Operations Limited is eligible to the incentives provided by regulations 5, 31 and 32 of the Business Promotion Regulations, 2001 (\u201cBPRs\u201d) and regulation 4 of the Investment Aid Regulations (\u201cIARs\u201d) in Malta (see note 16.4).
The results from operations in Mauritius, Mozambique, Uganda, Angola and South Africa are subject to income tax at the rates of 15%, 32%, 30%, 25% and 27% respectively.
16Deferred tax assets and liabilities
16.1Deferred tax assets and liabilities are attributable to the following:
The GroupAssetsLiabilitiesNet
202520242025202420252024
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Property, plant and equipment--(2,233,447)(2,654,938)(2,233,447)(2,654,938)
Employee benefits99,570107,003--99,570107,003
Provision for exchange fluctuations --(579,525)(486,299)(579,525)(486,299)
Impairment loss on receivables498,881290,831--498,881290,831
Investment tax credits 7,159,0958,548,770--7,159,0958,548,770
Unabsorbed capital allowances and unutilised tax losses 4,042743,427--4,042743,427
Right-of-use assets --(15,077,076)(15,135,066)(15,077,076)(15,135,066)
Lease liabilities4,297,9503,889,519--4,297,9503,889,519
Intangible assets--(278,543)(293,448)(278,543)(293,448)
Tax assets/(liabilities)12,059,53813,579,550(18,168,591)(18,569,751)(6,109,053)(4,990,201)
Set-off of tax(12,059,538)(13,579,550)12,059,53813,579,550--
Net tax liabilities--(6,109,053)(4,990,201)(6,109,053)(4,990,201)
16.2Movement in temporary differences during the year - The Group
Balance01.01.25Recognised in profit and loss Balance 31.12.25
\u20ac\u20ac\u20ac
Property, plant and equipment(2,654,938)421,491 (2,233,447)
Employee benefits107,003(7,433)99,570
Provision for exchange fluctuations(486,299)(93,226)(579,525)
Impairment loss on receivables290,831208,050 498,881
Investment tax credits8,548,770(1,389,675)7,159,095
Unabsorbed capital allowances and unutilised tax losses743,427(739,385)4,042
Right-of-use assets(15,135,066)57,990 (15,077,076)
Lease liabilities3,889,519408,431 4,297,950
Intangible assets(293,448)14,905 (278,543)
(4,990,201)(1,118,852)(6,109,053)
Balance01.01.24Recognised in profit and loss Balance 31.12.24
\u20ac\u20ac\u20ac
Property, plant and equipment(1,967,538)(687,400)(2,654,938)
Employee benefits109,681(2,678)107,003
Provision for exchange fluctuations(450,054)(36,245)(486,299)
Impairment loss on receivables333,229(42,398)290,831
Investment tax credits9,066,217(517,447)8,548,770
Unabsorbed capital allowances and unutilised tax losses1,044,455(301,028)743,427
Right-of-use assets(15,108,881)(26,185)(15,135,066)
Lease liabilities3,441,952447,5673,889,519
Intangible assets(308,351)14,903(293,448)
Other11,008(11,008)-
(3,828,282)(1,161,918)(4,990,201)
16.3Set-off
In accordance with accounting policy 4.15, deferred tax assets and liabilities are offset only if certain criteria are met. The Group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
As a result, the tax effect of taxable temporary differences in the current year are being offset against deferred tax assets in the statement of financial position.
16.4Recognition of deferred tax asset on investment tax credits
As at 31 December 2025, the Company\u2019s subsidiary, Medserv Operations Limited, recognised a deferred tax asset relating to investment tax credits amounting to \u20ac7,159,095 (2024: \u20ac8,548,770). During the year, the subsidiary utilised \u20ac1,389,675 (2024: \u20acnil) of these investment tax credits. In the prior year, the subsidiary derecognized \u20ac517,447 of this deferred tax asset following a reassessment of the recoverability of the underlying tax credits within the projection period.
The recognition of the deferred tax asset is based on detailed profit forecasts for the projection period. These forecasts reflect reasonable and supportable assumptions regarding expected business growth, including projected revenues from maintenance projects and the provision of logistics support services to the offshore oil and gas industry. The recoverability of the deferred tax asset depends on the availability of future taxable profits against which the investment tax credits can be utilised. Historical values and profitability, recent trading levels, and secured or anticipated project pipelines have been considered in determining the probability of utilisation of these investment tax credits within the projection period.
The extent of utilization of the investment tax credits assumed that the profit forecasts will be subject to the tax rate of 35%, being the enacted corporate tax rate in Malta. The investment tax credits were granted under regulation 5 of the BPRs and regulation 4 of the IARs in Malta. These tax credits do not have an expiry date.
16.5Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of:
-Unutilised tax losses and investment tax credits carried forward amounting to \u20ac8,486,500 (2024: \u20ac8,514,686) generated during prior years available to the Group subsidiaries. Certain countries allow tax losses to be carried forward for a maximum period of five years. The tax losses carried forward are available for offset against future tax profits as follows:
Financial year endingTax year ending2025\u20ac2024\u20ac
31 December 20252025/2026-569,233
31 December 20262026/2027--
31 December 20272027/2028--
31 December 20282028/2029425,371461,656
31 December 20292029/2030369,988345,271
No expiry7,691,1417,138,526
8,486,5008,514,686
No deferred tax asset has been recognized with respect to these tax losses since management are of the opinion that these subsidiaries will not be able to generate sufficient taxable profit against which these losses can be utilized.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page127-cflshid_48596-tag11998041": { "value": "
13Tax expense
13.1Recognised in the statement of profit or loss
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current tax expense(897,097)(612,430)--
Deferred tax charge(1,118,852)(1,161,918)(16,784)-
Tax expense(2,015,949)(1,774,348)(16,784)-
13.2The tax expense for the year and the result of the accounting loss multiplied by the tax rate applicable in Malta, the Company\u2019s country of incorporation, are reconciled as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Profit before tax7,518,4493,869,8015,200,9704,776,667
Tax using the domestic tax rate(2,631,457)(1,354,430)(1,820,340)(1,671,833)
Tax effect of:
Non-deductible expenses(4,333,701)(2,947,361)(850,456)(4,190,338)
Difference in overseas tax rates3,805,2243,427,650--
Tax-exempt income1,344,762934,9782,729,1086,070,242
Utilised tax losses(148,615)(390,502)(58,312)-
Unrecognised deferred tax asset(52,163)(1,444,683)(16,784)(208,071)
Tax expense(2,015,949)(1,774,348)(16,784)-
13.3Recognised in the income statement
The applicable tax rate during the current year is the statutory local income tax rate of 35% for income generated in Malta.
The results from operations in Cyprus and Egypt are subject to the statutory local income tax of 12.5% and 22.5% respectively. The results from operations in Guyana are subject to the statutory local income tax of 25%.
The Company\u2019s subsidiary in the Sohar Free Zone in the Sultanate of Oman is exempt from income tax for a period of 5 years starting from 15 January 2022 and it is permissible to extend the exemption for consecutive periods of five years up to a maximum of twenty-five years until 2037 according to the procedures set in the concession agreement and subject to achieving the required Omanisation levels. Management is confident that it will be able to obtain and claim tax exemption for the aforementioned and following tax periods. Hence, no provision for income tax has been made in these financial statements.
The Company\u2019s subsidiary in the Special Economic Zone in Duqm in the Sultanate of Oman is exempt from income tax for a period of 30 years starting from 1 November 2017. The Company\u2019s subsidiaries in the U.A.E. and Southern Iraq are exempt from income tax.
The Company\u2019s subsidiary, Medserv Operations Limited is eligible to the incentives provided by regulations 5, 31 and 32 of the Business Promotion Regulations, 2001 (\u201cBPRs\u201d) and regulation 4 of the Investment Aid Regulations (\u201cIARs\u201d) in Malta (see note 16.4).
The results from operations in Mauritius, Mozambique, Uganda, Angola and South Africa are subject to income tax at the rates of 15%, 32%, 30%, 25% and 27% respectively.
16Deferred tax assets and liabilities
16.1Deferred tax assets and liabilities are attributable to the following:
The GroupAssetsLiabilitiesNet
202520242025202420252024
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Property, plant and equipment--(2,233,447)(2,654,938)(2,233,447)(2,654,938)
Employee benefits99,570107,003--99,570107,003
Provision for exchange fluctuations --(579,525)(486,299)(579,525)(486,299)
Impairment loss on receivables498,881290,831--498,881290,831
Investment tax credits 7,159,0958,548,770--7,159,0958,548,770
Unabsorbed capital allowances and unutilised tax losses 4,042743,427--4,042743,427
Right-of-use assets --(15,077,076)(15,135,066)(15,077,076)(15,135,066)
Lease liabilities4,297,9503,889,519--4,297,9503,889,519
Intangible assets--(278,543)(293,448)(278,543)(293,448)
Tax assets/(liabilities)12,059,53813,579,550(18,168,591)(18,569,751)(6,109,053)(4,990,201)
Set-off of tax(12,059,538)(13,579,550)12,059,53813,579,550--
Net tax liabilities--(6,109,053)(4,990,201)(6,109,053)(4,990,201)
16.2Movement in temporary differences during the year - The Group
Balance01.01.25Recognised in profit and loss Balance 31.12.25
\u20ac\u20ac\u20ac
Property, plant and equipment(2,654,938)421,491 (2,233,447)
Employee benefits107,003(7,433)99,570
Provision for exchange fluctuations(486,299)(93,226)(579,525)
Impairment loss on receivables290,831208,050 498,881
Investment tax credits8,548,770(1,389,675)7,159,095
Unabsorbed capital allowances and unutilised tax losses743,427(739,385)4,042
Right-of-use assets(15,135,066)57,990 (15,077,076)
Lease liabilities3,889,519408,431 4,297,950
Intangible assets(293,448)14,905 (278,543)
(4,990,201)(1,118,852)(6,109,053)
Balance01.01.24Recognised in profit and loss Balance 31.12.24
\u20ac\u20ac\u20ac
Property, plant and equipment(1,967,538)(687,400)(2,654,938)
Employee benefits109,681(2,678)107,003
Provision for exchange fluctuations(450,054)(36,245)(486,299)
Impairment loss on receivables333,229(42,398)290,831
Investment tax credits9,066,217(517,447)8,548,770
Unabsorbed capital allowances and unutilised tax losses1,044,455(301,028)743,427
Right-of-use assets(15,108,881)(26,185)(15,135,066)
Lease liabilities3,441,952447,5673,889,519
Intangible assets(308,351)14,903(293,448)
Other11,008(11,008)-
(3,828,282)(1,161,918)(4,990,201)
16.3Set-off
In accordance with accounting policy 4.15, deferred tax assets and liabilities are offset only if certain criteria are met. The Group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
As a result, the tax effect of taxable temporary differences in the current year are being offset against deferred tax assets in the statement of financial position.
16.4Recognition of deferred tax asset on investment tax credits
As at 31 December 2025, the Company\u2019s subsidiary, Medserv Operations Limited, recognised a deferred tax asset relating to investment tax credits amounting to \u20ac7,159,095 (2024: \u20ac8,548,770). During the year, the subsidiary utilised \u20ac1,389,675 (2024: \u20acnil) of these investment tax credits. In the prior year, the subsidiary derecognized \u20ac517,447 of this deferred tax asset following a reassessment of the recoverability of the underlying tax credits within the projection period.
The recognition of the deferred tax asset is based on detailed profit forecasts for the projection period. These forecasts reflect reasonable and supportable assumptions regarding expected business growth, including projected revenues from maintenance projects and the provision of logistics support services to the offshore oil and gas industry. The recoverability of the deferred tax asset depends on the availability of future taxable profits against which the investment tax credits can be utilised. Historical values and profitability, recent trading levels, and secured or anticipated project pipelines have been considered in determining the probability of utilisation of these investment tax credits within the projection period.
The extent of utilization of the investment tax credits assumed that the profit forecasts will be subject to the tax rate of 35%, being the enacted corporate tax rate in Malta. The investment tax credits were granted under regulation 5 of the BPRs and regulation 4 of the IARs in Malta. These tax credits do not have an expiry date.
16.5Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of:
-Unutilised tax losses and investment tax credits carried forward amounting to \u20ac8,486,500 (2024: \u20ac8,514,686) generated during prior years available to the Group subsidiaries. Certain countries allow tax losses to be carried forward for a maximum period of five years. The tax losses carried forward are available for offset against future tax profits as follows:
Financial year endingTax year ending2025\u20ac2024\u20ac
31 December 20252025/2026-569,233
31 December 20262026/2027--
31 December 20272027/2028--
31 December 20282028/2029425,371461,656
31 December 20292029/2030369,988345,271
No expiry7,691,1417,138,526
8,486,5008,514,686
No deferred tax asset has been recognized with respect to these tax losses since management are of the opinion that these subsidiaries will not be able to generate sufficient taxable profit against which these losses can be utilized.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page127-cflshid_48617-tag11998054": { "value": "13Tax expense
13.3Recognised in the income statement
The Company\u2019s subsidiary in the Sohar Free Zone in the Sultanate of Oman is exempt from income tax for a period of 5 years starting from 15 January 2022 and it is permissible to extend the exemption for consecutive periods of five years up to a maximum of twenty-five years until 2037 according to the procedures set in the concession agreement and subject to achieving the required Omanisation levels. Management is confident that it will be able to obtain and claim tax exemption for the aforementioned and following tax periods. Hence, no provision for income tax has been made in these financial statements.
The Company\u2019s subsidiary in the Special Economic Zone in Duqm in the Sultanate of Oman is exempt from income tax for a period of 30 years starting from 1 November 2017. The Company\u2019s subsidiaries in the U.A.E. and Southern Iraq are exempt from income tax.
The Company\u2019s subsidiary, Medserv Operations Limited is eligible to the incentives provided by regulations 5, 31 and 32 of the Business Promotion Regulations, 2001 (\u201cBPRs\u201d) and regulation 4 of the Investment Aid Regulations (\u201cIARs\u201d) in Malta (see note 16.4).
20Investment in subsidiaries
20.3List of subsidiaries and sub-subsidiaries
The subsidiaries and sub-subsidiaries consist of the following:
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries
Medserv International LimitedPort of Marsaxlokk BirzebbugiaMalta100.00100.00Logistical support and other services25
Medserv Eastern Mediterranean LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Holding company and rental of cargo carrying units20
Medserv Libya LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services20
Medserv M.E. LimitedPort of Marsaxlokk Birzebbugia Malta-100.00Holding company100
MedservOperations LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries (continued)
Regis Holdings LimitedC/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius. 100.00100.00Holding company100
METS ME Limited4319, Floor 43, Addax Office Tower, Tamouh, AL Reem Island, Abu Dhabi, UAE100.00100.00Holding company100
Sub-subsidiaries
Medserv (Cyprus) LimitedKaraiskakis StreetLimassol, Cyprus80.0080.00Logistical support and other services100
Medserv Energy TT Limited18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I.100.00100.00Logistical support and other services100
Medserv EgyptOil & Gas Services J.S.C51, Tanta StreetCairo, Egypt80.0080.00Logistical support and other services100
Middle East Tubular Services LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in U.A.E.100
Middle East Tubular Services LLC (FZC) (Oman)PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services (Iraq) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in Southern Iraq100
Middle East Tubular Services (Gulf) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00Holding company100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
Middle East Comprehensive Tubular Services (Duqm) L.L.C.PO Box 45PC102The Special Economic Zone of DuqmAl Duqm, Al WustaSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services Uganda SMC Limited BMK House 4th Floor RM 402 Plot 4-5 Nyabong Road, Kololo Kampala P.O. Box 27689, Kampala-100.00OCTG services in Uganda100
Medserv Mozambique Limitada Mozambique, Cidade de Maputo Distrito Kampfumo Bairro da Sommesrchield, Rua Frente de libertacao de Mozambique, n. 224100.00100.00Logistical support and other services 100
Regis Shipping Lda Estrada Nacional EN106, Muxara Pemba, Cabo Delgado Mozambique65.0065.00Logistical support and other services100
Regis Management Services Limited C/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius100.00100.00Logistical support and other services100
Regis Export Trading International Proprietary Limited 343 Kent Avenue, Randburg, Garden Mall, Ferndale, Randburg, Gauteng 2194100.00100.00Trading and Exportation activities100
MedservRegis ME LLC6841, Aamir Ibn Saad Ibn Al Hariath Street,Ash Shati Ash Sharqi Dist, PC - 32413Dammam, Kingdom of Saudi Arabia100.00100.00OCTG services in Kingdom of Saudi Arabia100
METS Tubular Services LLCEast 9, Safia Hamel Khadem Building, Shk. Zayed Bin Sultan Street, Al Danah, Abu Dhabi100.00100.00OCTG services in U.A.E.100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
MedservRegis Logistics and Trading Namibia (Proprietary) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Verger Investimentos, LdaRua Joaquim Kapango, Edif\u00edcio Kimpa Vita Atrium, 1\u00ba andar, escrit\u00f3rio 103, Distrito Urbano de Ingombota, Munic\u00edpio de Luanda, Angola100.00100.00Logistical support and other services100
Regis Mozambique LimitadaRua da Porto Nr. 94/4,Pemba, Cabo Delagado,Mozambique100.00100.00Logistical support and other services100
MedservRegis SWT Oil and Gas Services (PROPRIETARY) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Regis Uganda LimitedPlot 38,Elizabeth Avenue, Kololo,Kampala Uganda100.00100.00Logistical support and other services100
MedservRegis (Guyana) Inc.Lot 78 Hadfield Street,Werk-en-RustGeorgetownGuyana100.00100.00Logistical support and other services100
MedservRegis ME Heavy & Light Machinery & Equipment Rental LLC296, Dubai Financial Support, Bur Dubai, Dubai, United Arab Emirates 100.00100.00Holding Company100
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998094": { "value": "14Property, plant and equipment
14.5Assets held for sale
As of 31 December 2024 and 2025, the Group has classified certain plant and equipment located in Egypt as held for sale. These assets were previously used in operations under a contract that has been scaled down, resulting in them becoming idle. Management has committed to a plan to dispose of these assets, and the sale is expected to be completed within the next twelve months.
The carrying amount of the assets classified as held for sale of \u20ac178,962 (2024: \u20ac304,631) is stated at fair value less costs to sell and is presented separately in the statement of financial position under \u2018Assets Held for Sale\u2019. An impairment loss of \u20ac66,786 (2024: \u20ac101,544) for the write-down to the lower of its carrying amount and its fair value less costs to sell has been included in \u2018cost of sales\u2019 under \u2018net impairment loss on assets held for sale\u2019 (see note 10.1).
Management continues to assess market conditions to facilitate the sale of these assets in a timely manner.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998093": { "value": "14Property, plant and equipment
14.5Assets held for sale
As of 31 December 2024 and 2025, the Group has classified certain plant and equipment located in Egypt as held for sale. These assets were previously used in operations under a contract that has been scaled down, resulting in them becoming idle. Management has committed to a plan to dispose of these assets, and the sale is expected to be completed within the next twelve months.
The carrying amount of the assets classified as held for sale of \u20ac178,962 (2024: \u20ac304,631) is stated at fair value less costs to sell and is presented separately in the statement of financial position under \u2018Assets Held for Sale\u2019. An impairment loss of \u20ac66,786 (2024: \u20ac101,544) for the write-down to the lower of its carrying amount and its fair value less costs to sell has been included in \u2018cost of sales\u2019 under \u2018net impairment loss on assets held for sale\u2019 (see note 10.1).
Management continues to assess market conditions to facilitate the sale of these assets in a timely manner.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncurrentAssetsHeldForSaleAndDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998046": { "value": "14Property, plant and equipment
14.5Assets held for sale
The carrying amount of the assets classified as held for sale of \u20ac178,962 (2024: \u20ac304,631) is stated at fair value less costs to sell and is presented separately in the statement of financial position under \u2018Assets Held for Sale\u2019. An impairment loss of \u20ac66,786 (2024: \u20ac101,544) for the write-down to the lower of its carrying amount and its fair value less costs to sell has been included in \u2018cost of sales\u2019 under \u2018net impairment loss on assets held for sale\u2019 (see note 10.1).
14.6Impairment test
Fair value less cost of disposal (FVLCD)
In determining the FVLCD, the fair value of the individual assets was categorised as Level 2 for plant and equipment and Level 3 for buildings in the fair value hierarchy. For plant, equipment and buildings, management has estimated the recoverable amount of these assets by using the Depreciated Replacement Cost (DRC) valuation model. In addition, management has estimated the fair value for material plant and equipment with reference to market prices for comparable assets. The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
The key inputs used by management in determining the recoverable amounts using FVLCD were:
-the economic useful life of the non-current assets;
-the inflation rate; and
-market prices for comparable assets.
The table below sets out the key assumptions used by management in determining the recoverable amount of the CGUs to which the assets were allocated where significant impairment was recognised or indicators of impairment were identified during 2025 and 2024.
2025CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub15,346,3786-50 years2.52%
Mozambique Logistics5,825,12510-50 yearsN/A
Uganda Logistics1,038,1353-50 yearsN/A
Guyana logistics1,541,72510 yearsN/A
2024CGURecoverable amount\u20acKey Inputs
Economic Useful life on acquisitionAverage Inflation rate
Logistics hub11,999,6776-50 years2.56%
Mozambique Logistics6,021,60110-50 yearsN/A
Uganda Logistics1,430,4563-50 yearsN/A
Egypt Logistics3,533,38515 yearsN/A
Egypt materials management945,61915 yearsN/A
The tables below provide a sensitivity of the recoverable amount of the CGUs using the FVLCD to possible shifts in key assumptions as at 31 December 2025 and 31 December 2024 for those CGUs where an impairment was recognised or indicators of impairment were identified.
CGU31 December 2025Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.9 mil- / + 1.53 mil- 3.7 / + 4 mil
Mozambique Logistics- / + 0.34 mil- / + 0.58 milN/A
Uganda Logistics- / + 0.06 mil- / + 0.1 milN/A
Guyana logistics - / + 0.09 mil - / + 0.15 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal(+/- 5 %)Depreciation rate(+/- 10 %)Inflation rate(+/- 0.5%)
\u20ac\u20ac\u20ac
Logistics hub- / + 0.71 mil- / + 1.2 mil- 4.5 / + 4.1 mil
Mozambique Logistics- / + 0.35 mil- / + 0.60 milN/A
Uganda Logistics- / + 0.08 mil- / + 0.14 milN/A
CGU31 December 2024Key Inputs
Less cost of disposal (+/- 4 %)Depreciation rate (+/- 10 %)Inflation rate (+/- 0.5%)
\u20ac\u20ac\u20ac
Egypt Logistics- / + 0.15 mil- / + 0.35 milN/A
Egypt materials management- / + 0.04 mil- / + 0.09 milN/A
31Financial instruments \u2013 Fair values and risk management
31.2Measurement of fair values
The Group is required to provide information about the fair value of its financial instruments at the reporting date. The fair values of financial assets, that are traded in active markets and financial liabilities are based on quoted market price or dealer price quotations. For all other financial instruments, the Group determines fair value using other valuation techniques.
31.2.1Valuation techniques and significant unobservable inputs
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuations techniques as follows:
\u25aaLevel 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u25aaLevel 2: inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
\u25aaLevel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Management is of the opinion that the fair value of the Group\u2019s cash and cash equivalents and trade and other receivables and secured bank loans are not significantly different from their carrying amounts in view of the relatively short periods of maturity from the end of the reporting periods. The key financial instruments measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:
The Group
31 December 202531 December 2024
Carrying amountFair ValueLevelCarrying amountFair ValueLevel
\u20ac\u20ac\u20ac\u20ac
Assets
Financial assets measured at FVTPL
Investments in listed bonds1,138,8281,138,82811,352,7421,352,7421
Investments in listed equity securities1,676,7691,676,76911,591,4051,591,4051
Investments in alternative products764,107764,1071442,056442,0561
Financial assets measured at amortised cost
Fixed term deposits947,064947,06411,049,7611,049,7611
The table below provides information about fair values of the Group\u2019s financial instruments which are not measured at fair value and for which the fair values are significantly different from their carrying values.
31 December 202531 December 2024
Carrying amountFair ValueLevelCarrying amountFair ValueLevel
\u20ac\u20ac\u20ac\u20ac
Liabilities
Financial liabilities measured at amortised cost
Secured notes(12,767,532)(13,006,500)2(12,713,000)(13,518,088)2
Unsecured notes(35,302,524)(35,531,429)2(29,954,915)(29,665,688)2
The fair value of financial instruments not measured at fair value was determined as follows:
Secured and unsecured notes issued
This category of liabilities is carried at amortised cost. Its fair value has been determined by reference to the market price as at 31 December 2025 and classified as Level 2 in view of the infrequent activity in the market.
31.2.2Transfers between Level 2 and 3
There were no transfers from Level 2 to Level 3 and vice-versa in 2025 and 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998045": { "value": "14Property, plant and equipment
14.3Commitments
As at the reporting date, the Group had outstanding contractual commitments of \u20ac678,071 for the acquisition of plant and equipment.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998044": { "value": "14Property, plant and equipment
14.3Commitments
As at the reporting date, the Group had outstanding contractual commitments of \u20ac678,071 for the acquisition of plant and equipment.
30Contingencies and commitments
30.1At reporting date, the Group had the following contingent liabilities:
\u2022Letter of guarantees issued by Group\u2019s bankers in favour of third parties amounting to \u20ac3,919,553 (2024: \u20ac4,190,640);
The Company acts as a guarantor to certain banks in respect of credit facilities granted to two of its subsidiaries (see note 27.3).
30.2The Company has uncalled share capital on its investments in subsidiaries, namely Medserv International Limited, Medserv Libya Limited and Medserv Eastern Mediterranean Limited amounting to \u20ac36,861 (2024: \u20ac36,861) (see note 20).
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page129-cflshid_49275-tag11998043": { "value": "14Property, plant and equipment
14.4Security
The Group\u2019s emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 32) are subject to general and special hypothecs in relation to the bank borrowings by the Group (refer to note 27.3) and the Company\u2019s secured bonds (see note 27.4).
27Loans and borrowings
27.1This note provides information about the contractual terms of the Group\u2019s and Company\u2019s interest-bearing loans and borrowings. For more information about the Group\u2019s exposure to interest rate, foreign currency and liquidity risk, see note 31.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Non-current liabilities
Secured bank loans3,019,0303,509,038--
Loan from subsidiary--2,340,0002,655,000
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes21,663,53229,954,91521,663,53230,326,881
37,450,09446,176,95336,771,06445,694,881
Current liabilities
Secured bank loans2,989,3803,240,359--
Loan from subsidiaries--978,841990,623
Bank overdrafts480,2432,002,344--
Unsecured notes13,638,992-13,560,621-
17,108,6155,242,70314,539,462990,623
27.2 Terms and debt repayment schedule
The terms and conditions of outstanding loans are as follows:
The Group
Carrying amount
Original currency2025\u20ac2024\u20acNominal interest rateYear ofmaturity
Bank loanEUR2,655,0002,970,0006.00%2034
Bank loanEUR\u00a0854,033 1,942,029Bank\u2019s base rate + 3%2026
Bank loanEUR816,321 -Bank\u2019s base rate + 3.15%2030
Bank loanUSD1,654,0321,837,3684.99%2026
Bank loanRO29,024-8.00%2029
Unsecured notesEUR10,838,81322,060,9464.50%2026
Unsecured notesUSD2,800,1797,893,9695.75%2026
Secured notesEUR12,767,53212,713,0005.00%2029
Unsecured notesEUR16,728,956 -5.50%2036
Unsecured notesUSD4,934,576 -6.50%2036
The USD denominated debt is designated as a hedging instrument in a net investment hedge information on the Group\u2019s hedging activities are provided in Note 31.6.
27.3Security on bank loans and overdraft facilities
The Group\u2019s secured bank loan with the carrying amount of \u20ac854,033 as at 31 December 2025 and with maturity 2026 contains a covenant that states that the group entity\u2019s Debt Service Coverage Ratio (DSCR) should not fall below 1.4x. If the capped ratio is not respected, the group entity must demonstrate through adequate evidence, namely based on cash balances as per audited accounts at the beginning and / or the end of the fiscal year that it holds sufficient cash to cover its debt service after dividend for the concerned period. The group entity is expected to remain compliant with this covenant within the next twelve months after the reporting date.
The bank loans and overdraft facilities are secured by:
1.First general hypothec for \u20ac7,500,000 on overdraft basis over all present and future assets of Medserv Operations Limited;
2.First special hypothec for \u20ac7,500,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
3.Second general hypothec on bank loan for \u20ac3,600,000 by Medserv Operations Ltd over all present and future assets;
4.Second special hypothec on bank loan for \u20ac3,600,000 over temporary utile dominium of Medserv site and property of Malta Freeport;
5.Special Hypothecary guarantee for \u20ac6,000,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
6.General hypothecary guarantee for \u20ac6,000,000 on overdraft basis by Medserv Operations Ltd over all present and future assets;
7.First general hypothec for \u20ac6,000,000 on overdraft basis over all present and future assets of MedservRegis plc;
8.General hypothecary guarantee for \u20ac900,000 on loan basis by Medserv Operations Ltd over all present and future assets;
9.Special Hypothecary guarantee for \u20ac900,000 on loan basis over temporary utile dominium of Medserv site and property of Malta Freeport;
10.Company guarantees for \u20ac11,473,074 and \u20ac5,311,995 given to Medserv Operations Ltd and Middle East Comprehensive Tubular Services (Duqm) L.L.C. in favour of the bankers;
11.First pledge, second and third pledge over a combined business policy for \u20ac8,568,381;
12.A letter of undertaking by the Company whereby it undertakes not to declare dividends or pay shareholders\u2019 loans in Medserv Operations Limited without the bank\u2019s written consent and to maintain the present level control and interest in Medserv Operations Limited;
13.First and third general hypothec for MDB loan of \u20ac854,033 over all present and future assets of Medserv Operations Limited;
14.A pledge of receivables and bank account agreement in relation to all and any rights pertaining to Medserv Operations Limited under the agreement with Enemalta p.l.c. and Automated Revenue Management Services Limited (ARMS) in relation to the payment for units of electricity generated by the photovoltaic farm situated at the Malta Freeport;
15.A letter of undertaking by Medserv Operations Limited to ensure and procure that all and any payments received from Enemalta and/or ARMS in relation to the generation of electricity units by the photovoltaic farm are at all times paid into and/or directly credited in the pledged bank account.
16.Marginal fixed term deposit of \u20ac797,064 for a period of 24 months;
17.Letter of undertaking to route 100% of receivables of a significant customer through a particular bank of a group entity; and
18.Commercial mortgage of \u20ac2,656,881 in favour of a particular bank of a group entity.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCollateralExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page138-cflshid_52782-tag11998049": { "value": "
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
\u20ac\u20ac\u20ac\u20ac
Carrying amounts
Balance at 1 January 202415,547,4848,836,766937,0025,773,716
Balance at 31 December 202414,309,0718,836,766937,0024,535,303
Balance at 31 December 202513,070,6578,836,766937,0023,296,889
15.2Amortisation
The amortisation charge and impairment of intangible assets are included in \u2018cost of sales\u2019 in the statement of profit or loss and other comprehensive income.
15.3Impairment test
15.3.1Impairment test for goodwill and intangible assets arising from business combination
Goodwill and intangible assets allocated to CGUs within the Group\u2019s operating segments
Goodwill arising from the reverse acquisition of the Medserv group of companies (\u2018the Medserv subgroup\u2019) is mainly attributable to future customer contracts, the synergies expected to be achieved from combining the operations of the Medserv subgroup with the Regis group and the skills and technical talent of the Medserv subgroup\u2019s work force. Identifiable intangible assets also arising from the reverse acquisition comprise the Medserv and METS trademarks, tradenames and related assets with an indefinite useful life initially measured at a fair value of \u20ac1,138,936 and customer contracts initially measured at a fair value of \u20ac12,815,532 relating to the OCTG and ILSS segments of the Medserv subgroup. Management has determined trademarks, tradenames and related assets to have an indefinite useful life since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash flows. The customer contracts have finite useful lives and are amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
On the date of the reverse acquisition, the gross carrying amount of goodwill of \u20ac10,240,341 was allocated to the group of CGUs making up the OCTG and ILSS segments based on the fair value of the identified assets and liabilities on business combination since goodwill is monitored by management at the level of the operating segments. For the purposes of testing the impairment of goodwill and intangible assets, CGUs are grouped based on geographic area. Malta, Libya, Cyprus, Egypt and Suriname are grouped under the \u2018ILSS segment\u2019. Oman, Iraq and UAE are grouped under the \u2018OCTG segment\u2019.
Goodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.
The core goodwill subject to the impairment assessment includes goodwill amounting to \u20ac5,446,525 (2024: \u20ac5,446,525) resulting from the recognition of the deferred tax liabilities arising on the reverse acquisition relating to the ILSS segment.
Goodwill and intangible assets subject to impairment testing in 2025:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 206,2043,090,6853,296,889
7,750,1555,320,50213,070,657
Goodwill and intangible assets subject to impairment testing in 2024:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill 6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 248,7864,286,5174,535,303
7,792,7376,516,33414,309,071
15.3.2Valuation approaches
Value in use (\u2018VIU\u2019)
The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make.
The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments.
Key assumptions and inputs
The businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:
\u00a0
\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;
\u25aathe concentration risk due to dependency on a few customers; and
\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.
Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.
While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.
For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows.
For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062.
-Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.
-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.
-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.
-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period.
15.3.3Goodwill
In the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.
In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.
The key assumptions used in the estimation of VIU for the ILSS segment are as follows.
Goodwill2025ILSS segmentVIU
Discount rates, range 12% - 38.4%
Weighted average discount rates24.6%
Weighted average EBITDA margin21.3%
Extrapolation growth rate 2.0%
Weighted average annual revenue growth rate 3.95%
The probability weights for the applied scenarios are as follows:
Goodwill2025ILSS segmentVIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised.
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2025Change required
GoodwillCGUs underILSS segment
Discount rate+0.13%
EBITDA margin-0.06%
Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.
15.3.4Trademarks, tradenames and other related assets
The key assumptions used in the estimation of VIU are as follows.
2025
Trademark and Tradenames and other related assets ILSS segment VIU
Discount rates, range12.0% - 27.0%
Weighted average discount rates15.0%
Extrapolation growth rate 2.0%
The probability weights for the applied scenarios are as follows:
2025
Trademark and Tradenames and other related assetsILSS segment VIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amounts of the group of CGUs under the OCTG and ILSS segments with respect to the trademark and tradenames and other related assets was higher than their carrying amount in 2025 and prior year and thus no impairment loss was recognised.
15.3.5Customer contracts
The estimated recoverable amount of the customer contracts allocated to the group of CGUs under the ILSS and OCTG segments was not assessed for impairment, as no indicators of impairment were identified in 2025 or in the prior year.
15.3.6Comparative disclosures
In the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.
Key assumptions and inputs
2024
GoodwillILSS segment VIUOCTG segment VIU
Discount rates, range16.5% - 37%10.7% - 22.0%
Weighted average discount rates27.1%14.3%
Weighted average EBITDA margin30.1%37.0%
Extrapolation growth rate 2.0%2.0%
Weighted average annual revenue growth rate 7.96%1.6%
2024
Trademark and Tradenames and other related assets ILSS segment VIUOCTG segment VIU
Discount rates, range12.0% - 27.4%10.7% - 22.0%
Weighted average discount rates15.8%14.3%
Extrapolation growth rate 2.0%2.0%
The probability weights for the applied scenarios were as follows:
2024
Goodwill and Trademark and Tradenames and other related assetsILSS segment VIUOCTG segment VIU
Base case scenarios range60% - 80%60%
Base case scenarios average 60.8%60.0%
Upside scenarios range 10% - 20%20% - 30%
Upside scenarios average19.6%24.1%
Downside scenarios range 10% - 20%10% - 20%
Downside scenarios average19.6%15.9%
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2024Change required
GoodwillCGUs under ILSS segmentCGUs under OCTG segment
Discount rate+1.26%+23.38%
EBITDA margin-0.69%-10.07%
Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/A
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page138-cflshid_52782-tag11998048": { "value": "
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
\u20ac\u20ac\u20ac\u20ac
Carrying amounts
Balance at 1 January 202415,547,4848,836,766937,0025,773,716
Balance at 31 December 202414,309,0718,836,766937,0024,535,303
Balance at 31 December 202513,070,6578,836,766937,0023,296,889
15.2Amortisation
The amortisation charge and impairment of intangible assets are included in \u2018cost of sales\u2019 in the statement of profit or loss and other comprehensive income.
15.3Impairment test
15.3.1Impairment test for goodwill and intangible assets arising from business combination
Goodwill and intangible assets allocated to CGUs within the Group\u2019s operating segments
Goodwill arising from the reverse acquisition of the Medserv group of companies (\u2018the Medserv subgroup\u2019) is mainly attributable to future customer contracts, the synergies expected to be achieved from combining the operations of the Medserv subgroup with the Regis group and the skills and technical talent of the Medserv subgroup\u2019s work force. Identifiable intangible assets also arising from the reverse acquisition comprise the Medserv and METS trademarks, tradenames and related assets with an indefinite useful life initially measured at a fair value of \u20ac1,138,936 and customer contracts initially measured at a fair value of \u20ac12,815,532 relating to the OCTG and ILSS segments of the Medserv subgroup. Management has determined trademarks, tradenames and related assets to have an indefinite useful life since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash flows. The customer contracts have finite useful lives and are amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
On the date of the reverse acquisition, the gross carrying amount of goodwill of \u20ac10,240,341 was allocated to the group of CGUs making up the OCTG and ILSS segments based on the fair value of the identified assets and liabilities on business combination since goodwill is monitored by management at the level of the operating segments. For the purposes of testing the impairment of goodwill and intangible assets, CGUs are grouped based on geographic area. Malta, Libya, Cyprus, Egypt and Suriname are grouped under the \u2018ILSS segment\u2019. Oman, Iraq and UAE are grouped under the \u2018OCTG segment\u2019.
Goodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.
The core goodwill subject to the impairment assessment includes goodwill amounting to \u20ac5,446,525 (2024: \u20ac5,446,525) resulting from the recognition of the deferred tax liabilities arising on the reverse acquisition relating to the ILSS segment.
Goodwill and intangible assets subject to impairment testing in 2025:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 206,2043,090,6853,296,889
7,750,1555,320,50213,070,657
Goodwill and intangible assets subject to impairment testing in 2024:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill 6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 248,7864,286,5174,535,303
7,792,7376,516,33414,309,071
15.3.2Valuation approaches
Value in use (\u2018VIU\u2019)
The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make.
The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments.
Key assumptions and inputs
The businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:
\u00a0
\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;
\u25aathe concentration risk due to dependency on a few customers; and
\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.
Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.
While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.
For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows.
For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062.
-Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.
-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.
-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.
-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period.
15.3.3Goodwill
In the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.
In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.
The key assumptions used in the estimation of VIU for the ILSS segment are as follows.
Goodwill2025ILSS segmentVIU
Discount rates, range 12% - 38.4%
Weighted average discount rates24.6%
Weighted average EBITDA margin21.3%
Extrapolation growth rate 2.0%
Weighted average annual revenue growth rate 3.95%
The probability weights for the applied scenarios are as follows:
Goodwill2025ILSS segmentVIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised.
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2025Change required
GoodwillCGUs underILSS segment
Discount rate+0.13%
EBITDA margin-0.06%
Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.
15.3.4Trademarks, tradenames and other related assets
The key assumptions used in the estimation of VIU are as follows.
2025
Trademark and Tradenames and other related assets ILSS segment VIU
Discount rates, range12.0% - 27.0%
Weighted average discount rates15.0%
Extrapolation growth rate 2.0%
The probability weights for the applied scenarios are as follows:
2025
Trademark and Tradenames and other related assetsILSS segment VIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amounts of the group of CGUs under the OCTG and ILSS segments with respect to the trademark and tradenames and other related assets was higher than their carrying amount in 2025 and prior year and thus no impairment loss was recognised.
15.3.5Customer contracts
The estimated recoverable amount of the customer contracts allocated to the group of CGUs under the ILSS and OCTG segments was not assessed for impairment, as no indicators of impairment were identified in 2025 or in the prior year.
15.3.6Comparative disclosures
In the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.
Key assumptions and inputs
2024
GoodwillILSS segment VIUOCTG segment VIU
Discount rates, range16.5% - 37%10.7% - 22.0%
Weighted average discount rates27.1%14.3%
Weighted average EBITDA margin30.1%37.0%
Extrapolation growth rate 2.0%2.0%
Weighted average annual revenue growth rate 7.96%1.6%
2024
Trademark and Tradenames and other related assets ILSS segment VIUOCTG segment VIU
Discount rates, range12.0% - 27.4%10.7% - 22.0%
Weighted average discount rates15.8%14.3%
Extrapolation growth rate 2.0%2.0%
The probability weights for the applied scenarios were as follows:
2024
Goodwill and Trademark and Tradenames and other related assetsILSS segment VIUOCTG segment VIU
Base case scenarios range60% - 80%60%
Base case scenarios average 60.8%60.0%
Upside scenarios range 10% - 20%20% - 30%
Upside scenarios average19.6%24.1%
Downside scenarios range 10% - 20%10% - 20%
Downside scenarios average19.6%15.9%
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2024Change required
GoodwillCGUs under ILSS segmentCGUs under OCTG segment
Discount rate+1.26%+23.38%
EBITDA margin-0.69%-10.07%
Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/A
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page138-cflshid_52782-tag11998047": { "value": "
15Intangible assets and goodwill
15.1Reconciliation of carrying amount
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
Note\u20ac\u20ac\u20ac\u20ac
Cost
Balance at 1 January 202424,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202424,194,80910,240,3411,138,93612,815,532
Balance at 1 January 202524,194,80910,240,3411,138,93612,815,532
Balance at 31 December 202524,194,80910,240,3411,138,93612,815,532
Amortisation and impairment losses
Balance at 1 January 20248,647,3251,403,575201,9347,041,816
Amortisation 101,238,413--1,238,413
Balance at 31 December 20249,885,7381,403,575201,9348,280,229
Balance at 1 January 20259,885,7381,403,575201,9348,280,229
Amortisation 101,238,414--1,238,414
Balance at 31 December 202511,124,1521,403,575201,9349,518,643
TotalGoodwill Trademarks, Tradenames and related assetsCustomer contracts
\u20ac\u20ac\u20ac\u20ac
Carrying amounts
Balance at 1 January 202415,547,4848,836,766937,0025,773,716
Balance at 31 December 202414,309,0718,836,766937,0024,535,303
Balance at 31 December 202513,070,6578,836,766937,0023,296,889
15.3Impairment test
15.3.1Impairment test for goodwill and intangible assets arising from business combination
Goodwill and intangible assets allocated to CGUs within the Group\u2019s operating segments
Goodwill arising from the reverse acquisition of the Medserv group of companies (\u2018the Medserv subgroup\u2019) is mainly attributable to future customer contracts, the synergies expected to be achieved from combining the operations of the Medserv subgroup with the Regis group and the skills and technical talent of the Medserv subgroup\u2019s work force. Identifiable intangible assets also arising from the reverse acquisition comprise the Medserv and METS trademarks, tradenames and related assets with an indefinite useful life initially measured at a fair value of \u20ac1,138,936 and customer contracts initially measured at a fair value of \u20ac12,815,532 relating to the OCTG and ILSS segments of the Medserv subgroup. Management has determined trademarks, tradenames and related assets to have an indefinite useful life since based on all relevant factors, there is no foreseeable limit to the period over which the assets are expected to generate cash flows. The customer contracts have finite useful lives and are amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
On the date of the reverse acquisition, the gross carrying amount of goodwill of \u20ac10,240,341 was allocated to the group of CGUs making up the OCTG and ILSS segments based on the fair value of the identified assets and liabilities on business combination since goodwill is monitored by management at the level of the operating segments. For the purposes of testing the impairment of goodwill and intangible assets, CGUs are grouped based on geographic area. Malta, Libya, Cyprus, Egypt and Suriname are grouped under the \u2018ILSS segment\u2019. Oman, Iraq and UAE are grouped under the \u2018OCTG segment\u2019.
Goodwill has been capitalised as an intangible asset, and an impairment assessment is carried out at least annually for the core goodwill and the trademarks, tradenames and related assets with an indefinite useful life, and whenever there is an indicator of impairment on all intangibles including the customer contracts. For the purposes of impairment testing, a segment-level summary of the goodwill and the intangible assets allocation before any impairment during the year is presented as follows.
The core goodwill subject to the impairment assessment includes goodwill amounting to \u20ac5,446,525 (2024: \u20ac5,446,525) resulting from the recognition of the deferred tax liabilities arising on the reverse acquisition relating to the ILSS segment.
Goodwill and intangible assets subject to impairment testing in 2025:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 206,2043,090,6853,296,889
7,750,1555,320,50213,070,657
Goodwill and intangible assets subject to impairment testing in 2024:
ILSS segmentOCTG segmentTotal
\u20ac\u20ac\u20ac
Goodwill 6,954,3171,882,4498,836,766
Trademarks, tradenames and related assets 589,634347,368937,002
Customer contracts 248,7864,286,5174,535,303
7,792,7376,516,33414,309,071
15.3.2Valuation approaches
Value in use (\u2018VIU\u2019)
The Group tests whether goodwill has suffered any impairment on an annual basis. For both the current and comparative reporting periods, the recoverable amount of the ILSS and OCTG segments was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections that are based on financial budgets and business plans prepared by management and approved by the Board of Directors. The budgets and business plans are updated to reflect the most recent developments as at the reporting date. Management\u2019s expectations reflect performance to date and are based on its experience and consistent with the assumptions that a market participant would make.
The VIU is determined by discounting the expected future cash flows to be generated from the continuing use of the individual CGUs within the ILSS and OCTG segments.
Key assumptions and inputs
The businesses of the CGUs underlying the ILSS and OCTG segments are subject to the following risks:
\u00a0
\u25aaglobal and regional political and economic uncertainties, the current geopolitical situation, inflationary pressure, currency and interest rate volatility;
\u25aathe concentration risk due to dependency on a few customers; and
\u25aathe volatility in oil and gas prices and related demand for oil and gas and their impact on the customers\u2019 business activity.
Due to the increase in the level of uncertainty, the VIU was estimated using a discounted cash flow (DCF) analysis applying the expected cash flow approach. This approach uses multiple cash flow projections taking into consideration assumed probabilities of future events and/or scenarios instead of a single cash flow scenario.
While many scenarios and probabilities may exist, management believes that three scenarios (base case, upside and downside) generally reflect a representative sample of possible outcomes under the VIU approach.
For each scenario, management has assigned probability weights. The recoverable amount was estimated by calculating the present value of the probability-weighted expected cash flows.
For the base case, the cash flow projections for projects-related CGUs considered specific estimates for the expected duration of the projects. The other CGUs\u2019 cash flow projections included specific estimates up to 2062.
-Scenarios and probability weights: Management has subjectively assigned probability weights to each scenario based on its experience and its expectations for the economy. Management believes that the probability weight assignment presents a reasonable assessment of the likelihood of the scenarios, taking into account the potential of improved market conditions on the upside and an extended inflationary pressure, currency and interest rate volatility and reduced level of business activity assuming volatility in oil and gas prices and related demand for oil and gas, on the downside.
-Discount rates: The discount rates used are the weighted-average cost of capital (WACC). The discount rate does not reflect risks for which the estimated cashflow have been adjusted. The discount rate under the VIU is a pre-tax measure based on the CGU-specific, adjusted for currency and country risk relevant to the individual CGU. The discount rate under the FVLCD was a post-tax measure estimate based on the weighted-average cost of capital.
-Revenue growth rate: This was projected taking into account estimates of sales volumes and price growth for the duration of the projections including probability-weighted expectations for large accounts and uncontracted business.
-EBITDA margin: EBITDA margin was based on management\u2019s expectations of market developments and future outcomes, taking into account past performance. It was assumed that sales prices would increase in line with forecasted inflation over the projected period.
15.3.3Goodwill
In the current year, management performed an impairment assessment to assess whether the prior year\u2019s headroom in the OCTG segment has been eroded by adverse changes in the key assumptions or performance. The impairment test for the OCTG CGUs was performed based on the value in use calculation. Prior year\u2019s assessment determined that the recoverable amount exceeded the carrying amount by approximately \u20ac29.6 million, indicating significant headroom. Accordingly, no impairment loss was recognised in the prior year.
In performing the current year impairment test, management has considered whether any reasonably possible changes in key assumptions, market conditions or operating performance would indicate that this headroom may have been materially reduced. Based on this assessment, management concluded that the recoverable amount of the OCTG segment is not sensitive to any changes to the key assumptions. Accordingly, no sensitivity analysis has been presented for the OCTG segment for the current year. No impairment loss has been recognised in FY 2025.
The key assumptions used in the estimation of VIU for the ILSS segment are as follows.
Goodwill2025ILSS segmentVIU
Discount rates, range 12% - 38.4%
Weighted average discount rates24.6%
Weighted average EBITDA margin21.3%
Extrapolation growth rate 2.0%
Weighted average annual revenue growth rate 3.95%
The probability weights for the applied scenarios are as follows:
Goodwill2025ILSS segmentVIU
Base case scenarios range60% - 80%
Base case scenarios average60.7%
Upside scenarios range10% - 20%
Upside scenarios average19.6%
Downside scenarios range10% - 20%
Downside scenarios average19.6%
Impairment losses
The estimated recoverable amount of the group of CGUs under the ILSS segment exceeded their carrying amount by approximately \u20ac0.1 million (2024: \u20ac1.3 million) and thus no impairment loss was recognised.
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS segment for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2025Change required
GoodwillCGUs underILSS segment
Discount rate+0.13%
EBITDA margin-0.06%
Pessimistic scenario increase/ base scenario decrease+1.35%/-1.35%
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS segment.
15.3.6Comparative disclosures
In the prior year, the recoverable amount of the goodwill, trademark and tradenames and other related assets and customer contracts were assessed for impairment using VIU as follows.
Key assumptions and inputs
2024
GoodwillILSS segment VIUOCTG segment VIU
Discount rates, range16.5% - 37%10.7% - 22.0%
Weighted average discount rates27.1%14.3%
Weighted average EBITDA margin30.1%37.0%
Extrapolation growth rate 2.0%2.0%
Weighted average annual revenue growth rate 7.96%1.6%
Sensitivity analysis
The following table shows the amount by which these assumptions would need to change individually across the CGUs within the ILSS and OCTG segments for the estimated recoverable amount of those CGUs to be equal to the carrying amount.
31 December 2024Change required
GoodwillCGUs under ILSS segmentCGUs under OCTG segment
Discount rate+1.26%+23.38%
EBITDA margin-0.69%-10.07%
Pessimistic scenario increase/ base scenario decrease+15.73%/-15.73%N/A
Therefore, any further adverse movement in the above key assumptions would lead to impairment on the goodwill allocated to the CGUs under the ILSS and OCTG segments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page151-cflshid_57100-tag11998050": { "value": "17Inventories
20252024
\u20ac\u20ac
Spares and accessories693,021644,078
Work in progress-87,300
\u00a0Inventories693,021731,378
In 2025, inventories amounting to \u20ac2,846,035 (2024: \u20ac2,693,109) relating mainly to goods for resale and raw materials were recognised as an expense and included in \u2018cost of sales\u2019.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInventoriesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page151-cflshid_57100-tag11998052": { "value": "
18Trade and other receivables
18.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current assets
Trade receivables18.326,949,09217,060,254--
Amounts due by subsidiaries18.2--6,489,308647,125
Amounts due by associate18.2161,645234,387--
Other receivables18.3571,374846,5911,6911,938,764
Prepayments2,361,3982,417,835108,69974,927
VAT and other tax assets1,430,280884,17913,67242,228
Total trade and other receivables31,473,78921,443,2466,613,3702,703,044
18.2The amounts due by subsidiaries and associate at reporting date are unsecured, interest-free and repayable on demand. Transactions with related parties are set out in note 34 to these financial statements.
18.3The Group\u2019s and the Company\u2019s exposure to credit and currency risks and impairment losses relating to trade and other receivables are disclosed in note 31.
31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.2 Trade receivables and contract assets
Movements in the allowance for impairment in respect of trade receivables and contract assets
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
The Group
20252024
\u20ac\u20ac
Balance at 1 January2,016,9452,251,230
Net remeasurement of loss allowance626,533(417,046)
Effect of movement in foreign exchange rate(375,918)182,761
Balance at 31 December2,267,5602,016,945
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page151-cflshid_57100-tag11998053": { "value": "
18Trade and other receivables
18.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current assets
Trade receivables18.326,949,09217,060,254--
Amounts due by subsidiaries18.2--6,489,308647,125
Amounts due by associate18.2161,645234,387--
Other receivables18.3571,374846,5911,6911,938,764
Prepayments2,361,3982,417,835108,69974,927
VAT and other tax assets1,430,280884,17913,67242,228
Total trade and other receivables31,473,78921,443,2466,613,3702,703,044
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page151-cflshid_57100-tag11998051": { "value": "
18Trade and other receivables
18.1
The GroupThe Company
Notes2025202420252024
\u20ac\u20ac\u20ac\u20ac
Current assets
Trade receivables18.326,949,09217,060,254--
Amounts due by subsidiaries18.2--6,489,308647,125
Amounts due by associate18.2161,645234,387--
Other receivables18.3571,374846,5911,6911,938,764
Prepayments2,361,3982,417,835108,69974,927
VAT and other tax assets1,430,280884,17913,67242,228
Total trade and other receivables31,473,78921,443,2466,613,3702,703,044
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page152-cflshid_57518-tag11998069": { "value": "20Investment in subsidiaries
20.4Transactions with NCI
During the year, an interest-free shareholder\u2019s loan payable to a minority shareholder and considered as \u201cnon-controlling interest\u201d amounting to \u20ac360,000 was repaid in full.
In 2024, the Group acquired an additional 20% interest in Medserv Egypt Oil & Gas Services J.S.C, increasing its ownership from 60% to 80%. The carrying amount of the net assets of Medserv Egypt Oil & Gas Services J.S.C in the Group\u2019s consolidated financial statements on the date of acquisition was equivalent to \u20ac0.6 million.
\u20ac
Carrying amount of NCI acquired 14,254
Consideration paid to NCI598,646
A decrease in equity attributable to owners of the Company(584,392)
The decrease in equity attributable to owners of the Company in 2024, comprised of a decrease in retained earnings of \u20ac371,602 and an increase in the translation reserve of \u20ac212,790.
In January 2026, the Group decreased its ownership interest in Medserv Egypt Oil and Gas Services J.S.C. from 80% to 70% after selling 10% to the existing minority shareholder (see note 35).
26Non-controlling interest
The following table summarises the information relating to each of the Group\u2019s subsidiaries that has material NCI. The net assets attributable to NCI for Medserv Egypt Oil & Gas Services JSC as at year-end are based on a 20% shareholding, following the acquisition of an additional 20% equity interest in December 2024. However, the total comprehensive income and cash flows attributable to NCI for the year ended 31 December 2024 are based on a 40% shareholding, as the Group held a 60% ownership interest for the majority of the reporting period.
Medserv (Cyprus)LimitedMedserv Egypt Oil &Gas Services JSC
Country of registrationCyprusEgypt
Principal activityILSS*ILSS*
2025202420252024
NCI Percentage20%20%20%20%
\u20ac\u20ac\u20ac\u20ac
Non-current assets6,647,1296,479,1922,546,4423,710,644
Current assets1,501,7672,530,9374,263,7443,824,139
Non-current liabilities(3,328,191)(4,157,882)(827,078)(902,210)
Current liabilities(3,125,663)(2,326,808)(2,133,674)(3,094,924)
Net assets1,695,0422,525,4393,849,4343,537,649
Net assets attributable to NCI339,008505,088769,887707,530
\"\"
*Integrated Logistics Support Services
Medserv (Cyprus) LimitedMedserv Egypt Oil & Gas Services JSC
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Revenue10,633,1846,572,9677,271,2636,548,019
Profit969,607182,023626,448482,038
OCI--(314,670)(486,825)
Total comprehensive income969,607182,023311,778(4,787)
Profit allocated to NCI193,92136,405125,290192,815
OCI allocated to NCI--(62,934)(194,730)
Total comprehensive income allocated to NCI193,92136,40562,356(1,915)
Cash flows attributable to NCI
Cash flows from operating activities869,224487,135(137,226)229,091
Cash flows used in investing activities(87,922)(53,603)144,957191,809
Cash flows used in financing activities (798,478)(395,866)--
Net movement in cash and cash equivalents(17,176)37,6667,731420,900
\"\"
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
29.3During the year, a group entity paid the amount of \u20ac214,837 (2024: \u20ac233,686) to the non-controlling interest.
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20.3List of subsidiaries and sub-subsidiaries
The subsidiaries and sub-subsidiaries consist of the following:
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries
Medserv International LimitedPort of Marsaxlokk BirzebbugiaMalta100.00100.00Logistical support and other services25
Medserv Eastern Mediterranean LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Holding company and rental of cargo carrying units20
Medserv Libya LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services20
Medserv M.E. LimitedPort of Marsaxlokk Birzebbugia Malta-100.00Holding company100
MedservOperations LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries (continued)
Regis Holdings LimitedC/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius. 100.00100.00Holding company100
METS ME Limited4319, Floor 43, Addax Office Tower, Tamouh, AL Reem Island, Abu Dhabi, UAE100.00100.00Holding company100
Sub-subsidiaries
Medserv (Cyprus) LimitedKaraiskakis StreetLimassol, Cyprus80.0080.00Logistical support and other services100
Medserv Energy TT Limited18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I.100.00100.00Logistical support and other services100
Medserv EgyptOil & Gas Services J.S.C51, Tanta StreetCairo, Egypt80.0080.00Logistical support and other services100
Middle East Tubular Services LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in U.A.E.100
Middle East Tubular Services LLC (FZC) (Oman)PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services (Iraq) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in Southern Iraq100
Middle East Tubular Services (Gulf) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00Holding company100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
Middle East Comprehensive Tubular Services (Duqm) L.L.C.PO Box 45PC102The Special Economic Zone of DuqmAl Duqm, Al WustaSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services Uganda SMC Limited BMK House 4th Floor RM 402 Plot 4-5 Nyabong Road, Kololo Kampala P.O. Box 27689, Kampala-100.00OCTG services in Uganda100
Medserv Mozambique Limitada Mozambique, Cidade de Maputo Distrito Kampfumo Bairro da Sommesrchield, Rua Frente de libertacao de Mozambique, n. 224100.00100.00Logistical support and other services 100
Regis Shipping Lda Estrada Nacional EN106, Muxara Pemba, Cabo Delgado Mozambique65.0065.00Logistical support and other services100
Regis Management Services Limited C/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius100.00100.00Logistical support and other services100
Regis Export Trading International Proprietary Limited 343 Kent Avenue, Randburg, Garden Mall, Ferndale, Randburg, Gauteng 2194100.00100.00Trading and Exportation activities100
MedservRegis ME LLC6841, Aamir Ibn Saad Ibn Al Hariath Street,Ash Shati Ash Sharqi Dist, PC - 32413Dammam, Kingdom of Saudi Arabia100.00100.00OCTG services in Kingdom of Saudi Arabia100
METS Tubular Services LLCEast 9, Safia Hamel Khadem Building, Shk. Zayed Bin Sultan Street, Al Danah, Abu Dhabi100.00100.00OCTG services in U.A.E.100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
MedservRegis Logistics and Trading Namibia (Proprietary) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Verger Investimentos, LdaRua Joaquim Kapango, Edif\u00edcio Kimpa Vita Atrium, 1\u00ba andar, escrit\u00f3rio 103, Distrito Urbano de Ingombota, Munic\u00edpio de Luanda, Angola100.00100.00Logistical support and other services100
Regis Mozambique LimitadaRua da Porto Nr. 94/4,Pemba, Cabo Delagado,Mozambique100.00100.00Logistical support and other services100
MedservRegis SWT Oil and Gas Services (PROPRIETARY) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Regis Uganda LimitedPlot 38,Elizabeth Avenue, Kololo,Kampala Uganda100.00100.00Logistical support and other services100
MedservRegis (Guyana) Inc.Lot 78 Hadfield Street,Werk-en-RustGeorgetownGuyana100.00100.00Logistical support and other services100
MedservRegis ME Heavy & Light Machinery & Equipment Rental LLC296, Dubai Financial Support, Bur Dubai, Dubai, United Arab Emirates 100.00100.00Holding Company100
20.4Transactions with NCI
During the year, an interest-free shareholder\u2019s loan payable to a minority shareholder and considered as \u201cnon-controlling interest\u201d amounting to \u20ac360,000 was repaid in full.
In 2024, the Group acquired an additional 20% interest in Medserv Egypt Oil & Gas Services J.S.C, increasing its ownership from 60% to 80%. The carrying amount of the net assets of Medserv Egypt Oil & Gas Services J.S.C in the Group\u2019s consolidated financial statements on the date of acquisition was equivalent to \u20ac0.6 million.
\u20ac
Carrying amount of NCI acquired 14,254
Consideration paid to NCI598,646
A decrease in equity attributable to owners of the Company(584,392)
The decrease in equity attributable to owners of the Company in 2024, comprised of a decrease in retained earnings of \u20ac371,602 and an increase in the translation reserve of \u20ac212,790.
In January 2026, the Group decreased its ownership interest in Medserv Egypt Oil and Gas Services J.S.C. from 80% to 70% after selling 10% to the existing minority shareholder (see note 35).
21Equity-accounted investees
21.1Associates
21.1.1The Company
Investment in FES Libya Limited (hereafter \u201cFES\u201d)
The Company has a 25% interest in FES, a Maltese incorporated company which was registered on 28 August 2019 to act as a distributor of downhole tools and services in Libya. FES is still in the process of securing a long-term contract in Libya.
Summary of financial information for the associated entity is as follows:
20252024
\u20ac\u20ac
Non-current assets 422,380405,905
Current assets247,037252,778
Current liabilities (12,780)(1,155,124)
Non-current liabilities(1,261,787)-
Net liabilities (605,150)(496,441)
Company\u2019s share of net liabilities (25%)(151,288)(124,110)
Revenue38,53635,604
Loss for the period (100%)(175,715)(71,049)
Company\u2019s share of loss (25%)--
The Company\u2019s share of losses of the associate exceeds its interest in the associate and as a result, the Company has discontinued recognizing its share of further losses. As a result, the carrying amount of the associate amounting to \u20ac300 has been written down to \u20acNil in prior years.
21.1.2The Group
As at 31 December 2025, the Group has interests in the following associates:
i.49% in Avhold Limited (hereafter \u201cAvhold\u201d), and
ii.49% in NRG MedservRegis Inc (hereafter \u201cNRGMR\u201d).
Avhold, a company incorporated in Mauritius, holds investment in a licensed domestic flight operator in Mozambique which started operating in 2022. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Non-current assets \u00a0183,031206,614
Current assets631,520643,313
Current liabilities (290,253)(329,157)
Non-current liabilities(968,968)(1,044,633)
Net liabilities (100%)(444,670)(523,863)
Company\u2019s share of net asset (49%)(217,888) (256,693)
Loss from continuing operations (100%)(24,659)(35,311)
Total comprehensive income (100%)(24,659)(35,311)
Company\u2019s share of loss (49%)--
NRGMR, a private company incorporated in Guyana, started its operations in July 2024. It provides logistics support services in Guyana. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Current assets269,444233,812
Current liabilities (391,463)(245,615)
Net liabilities (100%)(122,019)(11,803)
Company\u2019s share of net asset (49%) (59,789) (5,783)
Revenue632,110339,687
Loss from continuing operations (100%)(115,943)(15,772)
Total comprehensive income (100%)(115,943)(15,772)
Company\u2019s share of loss (49%)-(7,728)
The carrying amount of the investment in this associate amounts to \u20ac1,999 (2024: \u20ac2,255).
26Non-controlling interest
The following table summarises the information relating to each of the Group\u2019s subsidiaries that has material NCI. The net assets attributable to NCI for Medserv Egypt Oil & Gas Services JSC as at year-end are based on a 20% shareholding, following the acquisition of an additional 20% equity interest in December 2024. However, the total comprehensive income and cash flows attributable to NCI for the year ended 31 December 2024 are based on a 40% shareholding, as the Group held a 60% ownership interest for the majority of the reporting period.
Medserv (Cyprus)LimitedMedserv Egypt Oil &Gas Services JSC
Country of registrationCyprusEgypt
Principal activityILSS*ILSS*
2025202420252024
NCI Percentage20%20%20%20%
\u20ac\u20ac\u20ac\u20ac
Non-current assets6,647,1296,479,1922,546,4423,710,644
Current assets1,501,7672,530,9374,263,7443,824,139
Non-current liabilities(3,328,191)(4,157,882)(827,078)(902,210)
Current liabilities(3,125,663)(2,326,808)(2,133,674)(3,094,924)
Net assets1,695,0422,525,4393,849,4343,537,649
Net assets attributable to NCI339,008505,088769,887707,530
\"\"
*Integrated Logistics Support Services
Medserv (Cyprus) LimitedMedserv Egypt Oil & Gas Services JSC
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Revenue10,633,1846,572,9677,271,2636,548,019
Profit969,607182,023626,448482,038
OCI--(314,670)(486,825)
Total comprehensive income969,607182,023311,778(4,787)
Profit allocated to NCI193,92136,405125,290192,815
OCI allocated to NCI--(62,934)(194,730)
Total comprehensive income allocated to NCI193,92136,40562,356(1,915)
Cash flows attributable to NCI
Cash flows from operating activities869,224487,135(137,226)229,091
Cash flows used in investing activities(87,922)(53,603)144,957191,809
Cash flows used in financing activities (798,478)(395,866)--
Net movement in cash and cash equivalents(17,176)37,6667,731420,900
\"\"
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page152-cflshid_57518-tag11998055": { "value": "20Investment in subsidiaries
20.3List of subsidiaries and sub-subsidiaries
The subsidiaries and sub-subsidiaries consist of the following:
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries
Medserv International LimitedPort of Marsaxlokk BirzebbugiaMalta100.00100.00Logistical support and other services25
Medserv Eastern Mediterranean LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Holding company and rental of cargo carrying units20
Medserv Libya LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services20
Medserv M.E. LimitedPort of Marsaxlokk Birzebbugia Malta-100.00Holding company100
MedservOperations LimitedPort of Marsaxlokk Birzebbugia Malta100.00100.00Logistical support and other services100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Subsidiaries (continued)
Regis Holdings LimitedC/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius. 100.00100.00Holding company100
METS ME Limited4319, Floor 43, Addax Office Tower, Tamouh, AL Reem Island, Abu Dhabi, UAE100.00100.00Holding company100
Sub-subsidiaries
Medserv (Cyprus) LimitedKaraiskakis StreetLimassol, Cyprus80.0080.00Logistical support and other services100
Medserv Energy TT Limited18, Scott Bushe Street Port of SpainTrinidad & Tobago, W.I.100.00100.00Logistical support and other services100
Medserv EgyptOil & Gas Services J.S.C51, Tanta StreetCairo, Egypt80.0080.00Logistical support and other services100
Middle East Tubular Services LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in U.A.E.100
Middle East Tubular Services LLC (FZC) (Oman)PO Box 561PC322Al Falaj-Al QabailSoharSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services (Iraq) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00OCTG services in Southern Iraq100
Middle East Tubular Services (Gulf) LimitedBelmont ChambersRoad TownTortola, British VirginIslands100.00100.00Holding company100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
Middle East Comprehensive Tubular Services (Duqm) L.L.C.PO Box 45PC102The Special Economic Zone of DuqmAl Duqm, Al WustaSultanate of Oman100.00100.00OCTG services in Sultanate of Oman100
Middle East Tubular Services Uganda SMC Limited BMK House 4th Floor RM 402 Plot 4-5 Nyabong Road, Kololo Kampala P.O. Box 27689, Kampala-100.00OCTG services in Uganda100
Medserv Mozambique Limitada Mozambique, Cidade de Maputo Distrito Kampfumo Bairro da Sommesrchield, Rua Frente de libertacao de Mozambique, n. 224100.00100.00Logistical support and other services 100
Regis Shipping Lda Estrada Nacional EN106, Muxara Pemba, Cabo Delgado Mozambique65.0065.00Logistical support and other services100
Regis Management Services Limited C/o ICECAP (Mauritius) Limited, Block 1C Cascavelle Business Park, Cascavelle, Mauritius100.00100.00Logistical support and other services100
Regis Export Trading International Proprietary Limited 343 Kent Avenue, Randburg, Garden Mall, Ferndale, Randburg, Gauteng 2194100.00100.00Trading and Exportation activities100
MedservRegis ME LLC6841, Aamir Ibn Saad Ibn Al Hariath Street,Ash Shati Ash Sharqi Dist, PC - 32413Dammam, Kingdom of Saudi Arabia100.00100.00OCTG services in Kingdom of Saudi Arabia100
METS Tubular Services LLCEast 9, Safia Hamel Khadem Building, Shk. Zayed Bin Sultan Street, Al Danah, Abu Dhabi100.00100.00OCTG services in U.A.E.100
Registered officeOwnership interest 31.12.25 31.12.24Nature of business Paid up
%%%
Sub-subsidiaries (continued)
MedservRegis Logistics and Trading Namibia (Proprietary) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Verger Investimentos, LdaRua Joaquim Kapango, Edif\u00edcio Kimpa Vita Atrium, 1\u00ba andar, escrit\u00f3rio 103, Distrito Urbano de Ingombota, Munic\u00edpio de Luanda, Angola100.00100.00Logistical support and other services100
Regis Mozambique LimitadaRua da Porto Nr. 94/4,Pemba, Cabo Delagado,Mozambique100.00100.00Logistical support and other services100
MedservRegis SWT Oil and Gas Services (PROPRIETARY) LimitedUnit 7, Trift Place, 19 Schinz Street, Ausspannplatz, Windhoek, Namibia100.00100.00Logistical support and other services100
Regis Uganda LimitedPlot 38,Elizabeth Avenue, Kololo,Kampala Uganda100.00100.00Logistical support and other services100
MedservRegis (Guyana) Inc.Lot 78 Hadfield Street,Werk-en-RustGeorgetownGuyana100.00100.00Logistical support and other services100
MedservRegis ME Heavy & Light Machinery & Equipment Rental LLC296, Dubai Financial Support, Bur Dubai, Dubai, United Arab Emirates 100.00100.00Holding Company100
21Equity-accounted investees
21.1Associates
21.1.1The Company
Investment in FES Libya Limited (hereafter \u201cFES\u201d)
The Company has a 25% interest in FES, a Maltese incorporated company which was registered on 28 August 2019 to act as a distributor of downhole tools and services in Libya. FES is still in the process of securing a long-term contract in Libya.
21.1.2The Group
As at 31 December 2025, the Group has interests in the following associates:
i.49% in Avhold Limited (hereafter \u201cAvhold\u201d), and
ii.49% in NRG MedservRegis Inc (hereafter \u201cNRGMR\u201d).
Avhold, a company incorporated in Mauritius, holds investment in a licensed domestic flight operator in Mozambique which started operating in 2022. NRGMR, a private company incorporated in Guyana, started its operations in July 2024. ", "dimensions": { "concept": "ifrs-full:DisclosureOfConsolidatedAndSeparateFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page158-cflshid_59434-tag11998057": { "value": "
21Equity-accounted investees
21.1Associates
21.1.1The Company
Investment in FES Libya Limited (hereafter \u201cFES\u201d)
The Company has a 25% interest in FES, a Maltese incorporated company which was registered on 28 August 2019 to act as a distributor of downhole tools and services in Libya. FES is still in the process of securing a long-term contract in Libya.
Summary of financial information for the associated entity is as follows:
20252024
\u20ac\u20ac
Non-current assets 422,380405,905
Current assets247,037252,778
Current liabilities (12,780)(1,155,124)
Non-current liabilities(1,261,787)-
Net liabilities (605,150)(496,441)
Company\u2019s share of net liabilities (25%)(151,288)(124,110)
Revenue38,53635,604
Loss for the period (100%)(175,715)(71,049)
Company\u2019s share of loss (25%)--
The Company\u2019s share of losses of the associate exceeds its interest in the associate and as a result, the Company has discontinued recognizing its share of further losses. As a result, the carrying amount of the associate amounting to \u20ac300 has been written down to \u20acNil in prior years.
21.1.2The Group
As at 31 December 2025, the Group has interests in the following associates:
i.49% in Avhold Limited (hereafter \u201cAvhold\u201d), and
ii.49% in NRG MedservRegis Inc (hereafter \u201cNRGMR\u201d).
Avhold, a company incorporated in Mauritius, holds investment in a licensed domestic flight operator in Mozambique which started operating in 2022. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Non-current assets \u00a0183,031206,614
Current assets631,520643,313
Current liabilities (290,253)(329,157)
Non-current liabilities(968,968)(1,044,633)
Net liabilities (100%)(444,670)(523,863)
Company\u2019s share of net asset (49%)(217,888) (256,693)
Loss from continuing operations (100%)(24,659)(35,311)
Total comprehensive income (100%)(24,659)(35,311)
Company\u2019s share of loss (49%)--
NRGMR, a private company incorporated in Guyana, started its operations in July 2024. It provides logistics support services in Guyana. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Current assets269,444233,812
Current liabilities (391,463)(245,615)
Net liabilities (100%)(122,019)(11,803)
Company\u2019s share of net asset (49%) (59,789) (5,783)
Revenue632,110339,687
Loss from continuing operations (100%)(115,943)(15,772)
Total comprehensive income (100%)(115,943)(15,772)
Company\u2019s share of loss (49%)-(7,728)
The carrying amount of the investment in this associate amounts to \u20ac1,999 (2024: \u20ac2,255).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page158-cflshid_59434-tag11998058": { "value": "
21Equity-accounted investees
21.1Associates
21.1.1The Company
Investment in FES Libya Limited (hereafter \u201cFES\u201d)
The Company has a 25% interest in FES, a Maltese incorporated company which was registered on 28 August 2019 to act as a distributor of downhole tools and services in Libya. FES is still in the process of securing a long-term contract in Libya.
The Company\u2019s share of losses of the associate exceeds its interest in the associate and as a result, the Company has discontinued recognizing its share of further losses. As a result, the carrying amount of the associate amounting to \u20ac300 has been written down to \u20acNil in prior years.
21.1.2The Group
As at 31 December 2025, the Group has interests in the following associates:
i.49% in Avhold Limited (hereafter \u201cAvhold\u201d), and
ii.49% in NRG MedservRegis Inc (hereafter \u201cNRGMR\u201d).
Avhold, a company incorporated in Mauritius, holds investment in a licensed domestic flight operator in Mozambique which started operating in 2022. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Non-current assets \u00a0183,031206,614
Current assets631,520643,313
Current liabilities (290,253)(329,157)
Non-current liabilities(968,968)(1,044,633)
Net liabilities (100%)(444,670)(523,863)
Company\u2019s share of net asset (49%)(217,888) (256,693)
Loss from continuing operations (100%)(24,659)(35,311)
Total comprehensive income (100%)(24,659)(35,311)
Company\u2019s share of loss (49%)--
NRGMR, a private company incorporated in Guyana, started its operations in July 2024. It provides logistics support services in Guyana. Summary of financial information for the associated entity as at 31 December 2025 and 31 December 2024 is as follows:
20252024
\u20ac\u20ac
Current assets269,444233,812
Current liabilities (391,463)(245,615)
Net liabilities (100%)(122,019)(11,803)
Company\u2019s share of net asset (49%) (59,789) (5,783)
Revenue632,110339,687
Loss from continuing operations (100%)(115,943)(15,772)
Total comprehensive income (100%)(115,943)(15,772)
Company\u2019s share of loss (49%)-(7,728)
The carrying amount of the investment in this associate amounts to \u20ac1,999 (2024: \u20ac2,255).
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page160-cflshid_60149-tag11998073": { "value": "
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
31Financial instruments \u2013 Fair values and risk management
31.2Measurement of fair values
The Group is required to provide information about the fair value of its financial instruments at the reporting date. The fair values of financial assets, that are traded in active markets and financial liabilities are based on quoted market price or dealer price quotations. For all other financial instruments, the Group determines fair value using other valuation techniques.
31.2.1Valuation techniques and significant unobservable inputs
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuations techniques as follows:
\u25aaLevel 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u25aaLevel 2: inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
\u25aaLevel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Management is of the opinion that the fair value of the Group\u2019s cash and cash equivalents and trade and other receivables and secured bank loans are not significantly different from their carrying amounts in view of the relatively short periods of maturity from the end of the reporting periods. The key financial instruments measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:
The Group
31 December 202531 December 2024
Carrying amountFair ValueLevelCarrying amountFair ValueLevel
\u20ac\u20ac\u20ac\u20ac
Assets
Financial assets measured at FVTPL
Investments in listed bonds1,138,8281,138,82811,352,7421,352,7421
Investments in listed equity securities1,676,7691,676,76911,591,4051,591,4051
Investments in alternative products764,107764,1071442,056442,0561
Financial assets measured at amortised cost
Fixed term deposits947,064947,06411,049,7611,049,7611
The table below provides information about fair values of the Group\u2019s financial instruments which are not measured at fair value and for which the fair values are significantly different from their carrying values.
31 December 202531 December 2024
Carrying amountFair ValueLevelCarrying amountFair ValueLevel
\u20ac\u20ac\u20ac\u20ac
Liabilities
Financial liabilities measured at amortised cost
Secured notes(12,767,532)(13,006,500)2(12,713,000)(13,518,088)2
Unsecured notes(35,302,524)(35,531,429)2(29,954,915)(29,665,688)2
The fair value of financial instruments not measured at fair value was determined as follows:
Secured and unsecured notes issued
This category of liabilities is carried at amortised cost. Its fair value has been determined by reference to the market price as at 31 December 2025 and classified as Level 2 in view of the infrequent activity in the market.
31.2.2Transfers between Level 2 and 3
There were no transfers from Level 2 to Level 3 and vice-versa in 2025 and 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page160-cflshid_60149-tag11998061": { "value": "
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsHeldForTradingExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page160-cflshid_60149-tag11998060": { "value": "
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page160-cflshid_60149-tag11998059": { "value": "
22Financial assets at fair value through profit or loss
Financial assets mandatorily measured at FVTPL include the following:
The Group20252024
\u20ac\u20ac
Investment in:
Listed bonds1,138,8281,352,742
Listed equity securities1,676,7691,591,405
Alternative products764,107442,056
Balance at 31 December3,579,7043,386,203
Income from investments at FVTPL and fair value gain and losses recognised during the year are disclosed in note 9.
Information about the Group\u2019s exposure to price risk and the methods and assumptions used in determining fair value are disclosed in note 31.
The GroupNote20252024
\u20ac\u20ac
Balance at 1 January3,386,2033,608,948
Additions 418,859157,095
Disposals (421,087)(651,017)
Fair value gains 9172,903195,051
Effect of movements in exchange rates22,82676,126
Balance at 31 December3,579,7043,386,203
The Group holds a portfolio of equity shares, bonds and other securities classified as financial assets at fair value through profit and loss as these are held for trading purposes. These investments represent marketable and listed instruments which are highly liquid, and the Group uses the market closing rates for the fair valuation of these instruments at each reporting date. The investments are classified under Level 1 as per the classification of IFRS 13 Fair Value Measurements (see note 31.2).
The financial assets at FVTPL are classified as current as at 31 December 2025, as these investments were liquidated after the end of the reporting period and used to part finance the 2015 bond redemption (see note 35). As at 31 December 2024, these financial assets were classified as non-current, since the Group intended to hold these investments beyond 12 months from the end of the reporting period to be used as collateral against future borrowings (see note 27.2).
31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsHeldForTradingExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998065": { "value": "23Cash and cash equivalents
The GroupThe Company
Note2025202420252024
\u20ac\u20ac\u20ac\u20ac
Cash in hand305,592239,633--
Bank balances19,513,99818,712,7373,557,827146,043
19,819,59018,952,3703,557,827146,043
Bank overdraft used for cash management purposes27(480,243)(2,002,344)--
Cash and cash equivalents as presented in cashflow statement19,339,34716,950,0263,557,827146,043
As of 31 December 2025, the Group\u2019s subsidiary, Verger Investimentos Lda, held cash at bank amounting to \u20ac4,594,027 (2024: \u20ac4,889,489) that is subject to exchange controls on remittance outside of the jurisdiction in which it operates, and thus may limit the Group\u2019s ability to access the cash for operations, investments or distributions. The Group performed an ECL test for the cash at bank balances which resulted in no movement during the year (2024: \u20acNil) (see note 31).
27Loans and borrowings
27.5Reconciliation of movements of loans and borrowings to cash flows arising from financing activities
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2025\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,002,34442,667,9156,749,3973,645,62343,039,881
Changes from financing cash flows
Proceeds from loans and borrowings-6,037,622931,954650,0006,037,622
Repayment of borrowings-(96,415)(1,489,603)(990,623)(96,415)
Total changes from financing cash flows -5,941,207(557,649)(340,623)5,941,207
Effect of changes in foreign exchange rates-(915,570)(196,161)-(885,529)
Total non-cash items-(915,570)(196,161)-(885,529)
Liability-related changes
Change in bank overdrafts(1,374,912)----
Interest expense (note 12)-2,609,522365,034190,4472,207,133
Interest paid (147,189)(2,233,018)(352,211)(176,606)(2,311,007)
Total liability\u2013related changes (1,522,101)376,50412,82313,841(103,874)
Balance at 31 December480,24348,070,0566,008,4103,318,84147,991,685
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2024\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,396,81142,705,1076,246,9403,285,00043,368,960
Changes from financing cash flows
Proceeds from loans and borrowings--1,755,4561,100,000-
Repayment of borrowings-(987,477)(1,350,930)(773,012)(987,477)
Total changes from financing cash flows -(987,477)404,526326,988(987,477)
Effect of changes in foreign exchange rates-523,43470,874-529,225
Total non-cash items-523,43470,874-529,225
Liability-related changes
Change in bank overdrafts(270,673)----
Interest expense (note 12)-2,546,687301,472230,1362,249,013
Interest paid (123,794)(2,119,836)(274,415)(196,501)(2,119,840)
Total liability\u2013related changes (394,467)426,85127,05733,635129,173
Balance at 31 December2,002,34442,667,9156,749,3973,645,62343,039,881
The New Notes were admitted to listing on the Official List of the Malta Stock Exchange on 3 December 2025 with the interest starting to accrue as from this date. These notes are unsecured and redeemable between 2031-2036.
The notes issued in 2016 with a carrying amount as at 31 December 2025 of \u20ac13,560,620 (2024: \u20ac30,326,881) are unsecured. The notes issued during 2022 are secured by the Company\u2019s subsidiary, Medserv Operations Limited, through a general hypothec and a special hypothec over its emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 14.4).
Furthermore, as at 31 December 2025 and 2024, the Group enjoyed the following credit facilities at the following terms and conditions:
Bank overdraftNominal Interest rate
\u20ac2,500,0005.15% (bank base rate + 3%)
\u20ac500,0005.15% (bank base rate + 3%)
Foreign exchange facility
\u20ac300,000n/a
At 31 December 2025, the Group had unutilised bank overdraft facilities of \u20ac2,519,757 (2024: \u20ac997,656) and unutilised foreign exchange facility of \u20ac300,000 (2024: \u20ac300,000) out of the facilities listed above.
At 31 December 2025, the Group enjoyed from bank guarantee facilities of \u20ac6,000,000 (2024: \u20ac1,500,000) of which \u20ac5,493,805 (2024: \u20ac214,800) were unutilised.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998064": { "value": "23Cash and cash equivalents
The GroupThe Company
Note2025202420252024
\u20ac\u20ac\u20ac\u20ac
Cash in hand305,592239,633--
Bank balances19,513,99818,712,7373,557,827146,043
19,819,59018,952,3703,557,827146,043
Bank overdraft used for cash management purposes27(480,243)(2,002,344)--
Cash and cash equivalents as presented in cashflow statement19,339,34716,950,0263,557,827146,043
As of 31 December 2025, the Group\u2019s subsidiary, Verger Investimentos Lda, held cash at bank amounting to \u20ac4,594,027 (2024: \u20ac4,889,489) that is subject to exchange controls on remittance outside of the jurisdiction in which it operates, and thus may limit the Group\u2019s ability to access the cash for operations, investments or distributions. The Group performed an ECL test for the cash at bank balances which resulted in no movement during the year (2024: \u20acNil) (see note 31).
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998067": { "value": "
24Capital and reserves
24.1Share capital
Ordinary shares
No.
In issue at 1 January 2024 with a nominal value of \u20ac0.10 each101,637,634
In issue at 31 December 2024 \u2013 fully paid with a nominal value of \u20ac0.10 each 101,637,634
In issue at 1 January 2025 with a nominal value of \u20ac0.10 each101,637,634
In issue at 31 December 2025 \u2013 fully paid with a nominal value of \u20ac0.10 each101,637,634
The Company\u2019s authorised share capital amounts to 120,000,000 ordinary shares of \u20ac0.10 each (2024: 120,000,000 ordinary shares of \u20ac0.10 each). The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company\u2019s residual assets.
24.2Share premium and loss offset reserve
The Company\u2019s share premium as at 31 December 2025 and 2024 amounting to \u20ac9,016,275 represents:
\u2022premium on issue of 8,744,399 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac1.50, net of transaction costs of \u20ac238,330 directly attributable to the issue of ordinary shares;
\u2022premium on issue of 47,893,229 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac0.68 each relating to the share for share exchange with Regis in 2021;
\u2022reduction by \u20ac28,634,512 on 16 November 2023 for the purpose of offsetting prior years\u2019 losses of the Company; and
\u2022a second reduction of \u20ac2,131,115 creating a new reserve called \u201cLoss Offset Reserve\u201d for the purpose of offsetting any eventual losses that may be incurred by the Company from time to time.
As at 31 December 2024 and 2025, the remaining balance of \u20ac1,536,596 under the Loss Offset Reserve is being retained for the offsetting of any eventual losses that the Company may incur in the future.
The Group
As a result of the reverse acquisition by Regis during 2021, the directors have determined that the Company\u2019s legal capital constitutes its share capital only and does not include the share premium. As a result, the existing share premium on the 8,744,399 shares were eliminated on business combination with Regis and the share premium in the consolidated financial statements amounting to \u20ac27,778,073 as at 31 December 2025 and 2024 relates only to the share premium for the share-for-share exchange with Regis as a result of the reverse acquisition. This represents the premium on issue of 47,893,229 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac0.68 each.
24.3Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in a foreign operation.
24.4Reverse acquisition reserve
The reverse acquisition reserve was created in accordance with IFRS 3 Business Combinations. Since the shareholders of Regis became the majority shareholders of the enlarged group, the acquisition is accounted for as though there is a continuation of the Regis financial statements in these consolidated financial statements.
24.5Dividends paid
On 30 June 2025, the Company paid a final gross and net dividend of \u20ac1,500,000 in respect of the financial year ended 31 December 2024. This is equivalent to a gross dividend of \u20ac0.014758 per share and a net dividend of \u20ac0.014221 per share for shareholders subject to a 15% withholding tax. A gross interim dividend of \u20ac1,000,000 was paid on 28 November 2025. This is equivalent to a gross dividend of \u20ac 0.009839 per share and a net dividend of \u20ac 0.008363 per share for shareholders subject to a 15% withholding tax. At the forthcoming annual general meeting, a final gross dividend of \u20ac1,500,000, representing \u20ac0.0147583 per share, in respect of the financial year ended 31 December 2025 is to be proposed. These financial statements do not reflect this proposed dividend which will be accounted for in shareholders\u2019 equity as an appropriation of retained earnings in the year ending 31 December 2025.
On 26 February 2024 a net interim dividend of \u20ac1,000,003, representing \u20ac0.0098389 per share, was paid out of tax-exempt profits.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998062": { "value": "
24Capital and reserves
24.1Share capital
Ordinary shares
No.
In issue at 1 January 2024 with a nominal value of \u20ac0.10 each101,637,634
In issue at 31 December 2024 \u2013 fully paid with a nominal value of \u20ac0.10 each 101,637,634
In issue at 1 January 2025 with a nominal value of \u20ac0.10 each101,637,634
In issue at 31 December 2025 \u2013 fully paid with a nominal value of \u20ac0.10 each101,637,634
The Company\u2019s authorised share capital amounts to 120,000,000 ordinary shares of \u20ac0.10 each (2024: 120,000,000 ordinary shares of \u20ac0.10 each). The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company\u2019s residual assets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998102": { "value": "
24Capital and reserves
24.5Dividends paid
At the forthcoming annual general meeting, a final gross dividend of \u20ac1,500,000, representing \u20ac0.0147583 per share, in respect of the financial year ended 31 December 2025 is to be proposed. These financial statements do not reflect this proposed dividend which will be accounted for in shareholders\u2019 equity as an appropriation of retained earnings in the year ending 31 December 2025.
35Subsequent events
On 5 February 2026, the Company redeemed in full the remaining balance of the 5.75% USD unsecured bonds bearing ISIN MT0000311242 and the 4.50% EURO unsecured bonds bearing ISIN MT0000311234 in issue pursuant to a prospectus dated 21 December 2015 (the \u201c2015 Bonds\u201d). The redemption was financed through a combination of funding sources consisting of (i) internal funds generated from Group subsidiaries, (ii) proceeds from a new secured bank loan amounting to \u20ac2,300,000, bearing interest at 4.50% per annum and repayable quarterly over a five-year term maturing in 2031, and (iii) net proceeds of \u20ac6 million from the issuance by the Company of up to the Euro equivalent of \u20ac25,000,000 in EUR and USD unsecured bonds due 2031 \u2013 2036 in terms of a prospectus dated 20 October 2025 (the \u201c2025 Bond Issue\u201d). The proceeds from the 2025 Bond Issue primarily comprised subscription amounts from existing holders of the 2015 Bonds who elected to participate in the exchange offer offered by the Company in terms of the 2025 Bond Issue and surrender the 2015 Bonds held by them in favour of the Company in exchange for new bonds issued pursuant to the 2025 Bond Issue of the same currency (EUR or USD, as applicable). The Company also received subscriptions from authorised financial intermediaries pursuant to the intermediaries\u2019 offer launched by the Company in connection with the 2025 Bond Issue for any new bonds issued pursuant to the 2025 Bond Issue not subscribed for by existing holders of the 2015 Bonds (see note 27.4).
Subsequent to the year end, hostilities escalated involving Iran, leading to heightened geopolitical tensions across the Middle East. These developments have contributed to volatility in energy markets, foreign exchange rates, and commodity prices, given the strategic importance of the region to global oil and gas supply, and may result in increased operating costs, supply chain disruptions, and broader inflationary pressures. The Group operates through subsidiaries in Iraq, Oman, the United Arab Emirates, and the Kingdom of Saudi Arabia and, through its METS division, has implemented immediate precautionary measures to protect its people and strategic assets. The Board of Directors are monitoring closely the situation and maintaining close contact with local authorities. However, as at the date of approval of these financial statements, operations have not been materially disrupted. Given the uncertainty surrounding the duration and potential outcomes of the conflict, it is not currently possible to reliably estimate any future financial impact on the Group.
In January 2026, the Group transferred 10% interest in Medserv Egypt Oil and Gas Services J.S.C. to the minority shareholder, decreasing its ownership from 80% to 70%.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998066": { "value": "
24Capital and reserves
24.5Dividends paid
On 30 June 2025, the Company paid a final gross and net dividend of \u20ac1,500,000 in respect of the financial year ended 31 December 2024. This is equivalent to a gross dividend of \u20ac0.014758 per share and a net dividend of \u20ac0.014221 per share for shareholders subject to a 15% withholding tax. A gross interim dividend of \u20ac1,000,000 was paid on 28 November 2025. This is equivalent to a gross dividend of \u20ac 0.009839 per share and a net dividend of \u20ac 0.008363 per share for shareholders subject to a 15% withholding tax. At the forthcoming annual general meeting, a final gross dividend of \u20ac1,500,000, representing \u20ac0.0147583 per share, in respect of the financial year ended 31 December 2025 is to be proposed. These financial statements do not reflect this proposed dividend which will be accounted for in shareholders\u2019 equity as an appropriation of retained earnings in the year ending 31 December 2025.
On 26 February 2024 a net interim dividend of \u20ac1,000,003, representing \u20ac0.0098389 per share, was paid out of tax-exempt profits.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page161-cflshid_60586-tag11998063": { "value": "
24Capital and reserves
24.2Share premium and loss offset reserve
The Company\u2019s share premium as at 31 December 2025 and 2024 amounting to \u20ac9,016,275 represents:
\u2022premium on issue of 8,744,399 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac1.50, net of transaction costs of \u20ac238,330 directly attributable to the issue of ordinary shares;
\u2022premium on issue of 47,893,229 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac0.68 each relating to the share for share exchange with Regis in 2021;
\u2022reduction by \u20ac28,634,512 on 16 November 2023 for the purpose of offsetting prior years\u2019 losses of the Company; and
\u2022a second reduction of \u20ac2,131,115 creating a new reserve called \u201cLoss Offset Reserve\u201d for the purpose of offsetting any eventual losses that may be incurred by the Company from time to time.
As at 31 December 2024 and 2025, the remaining balance of \u20ac1,536,596 under the Loss Offset Reserve is being retained for the offsetting of any eventual losses that the Company may incur in the future.
The Group
As a result of the reverse acquisition by Regis during 2021, the directors have determined that the Company\u2019s legal capital constitutes its share capital only and does not include the share premium. As a result, the existing share premium on the 8,744,399 shares were eliminated on business combination with Regis and the share premium in the consolidated financial statements amounting to \u20ac27,778,073 as at 31 December 2025 and 2024 relates only to the share premium for the share-for-share exchange with Regis as a result of the reverse acquisition. This represents the premium on issue of 47,893,229 ordinary shares of a nominal value of \u20ac0.10 each at a share price of \u20ac0.68 each.
24.3Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as the effective portion of any foreign currency differences arising from hedges of a net investment in a foreign operation.
24.4Reverse acquisition reserve
The reverse acquisition reserve was created in accordance with IFRS 3 Business Combinations. Since the shareholders of Regis became the majority shareholders of the enlarged group, the acquisition is accounted for as though there is a continuation of the Regis financial statements in these consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page162-cflshid_61360-tag11998105": { "value": "1500000.0", "decimals": 0, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwners", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00", "unit": "iso4217:EUR" } }, "v1-page162-cflshid_61379-tag11998106": { "value": "0.014758", "decimals": 6, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwnersPerShare", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00", "unit": "iso4217:EUR/xbrli:shares" } }, "v1-page162-cflshid_61450-tag11998091": { "value": "1500000.0", "decimals": 0, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwners", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:EUR" } }, "v1-page162-cflshid_61452-tag11998092": { "value": "0.0147583", "decimals": 7, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwnersPerShare", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:EUR/xbrli:shares" } }, "v1-page162-cflshid_61503-tag11998104": { "value": "0.0098389", "decimals": 7, "dimensions": { "concept": "ifrs-full:DividendsRecognisedAsDistributionsToOwnersPerShare", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:EUR/xbrli:shares" } }, "v1-page163-cflshid_61507-tag11998068": { "value": "
25Earnings per share
25.1Basic earnings per share
The calculation of basic EPS of the Group has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.
There were no dilutive potential ordinary shares during the current and comparative year.
Profit attributable to ordinary shareholders (basic)
The Group
20252024
\u20ac\u20ac
Profit for the year attributable to ordinary shareholders5,183,2891,866,233
Weighted-average no of ordinary shares (basic)
The Group
Note20252024
No.No.
Issued ordinary shares at 1 January24.1101,637,634101,637,634
Weighted-average number of ordinary shares at 31 December101,637,634101,637,634
Earnings per share of the Group for the year ended 31 December 2025 amounted to \u20ac0.0510 (2024: \u20ac0.0184).
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page166-cflshid_62437-tag11998088": { "value": "
27Loans and borrowings
27.1This note provides information about the contractual terms of the Group\u2019s and Company\u2019s interest-bearing loans and borrowings. For more information about the Group\u2019s exposure to interest rate, foreign currency and liquidity risk, see note 31.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Non-current liabilities
Secured bank loans3,019,0303,509,038--
Loan from subsidiary--2,340,0002,655,000
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes21,663,53229,954,91521,663,53230,326,881
37,450,09446,176,95336,771,06445,694,881
Current liabilities
Secured bank loans2,989,3803,240,359--
Loan from subsidiaries--978,841990,623
Bank overdrafts480,2432,002,344--
Unsecured notes13,638,992-13,560,621-
17,108,6155,242,70314,539,462990,623
27.2 Terms and debt repayment schedule
The terms and conditions of outstanding loans are as follows:
The Group
Carrying amount
Original currency2025\u20ac2024\u20acNominal interest rateYear ofmaturity
Bank loanEUR2,655,0002,970,0006.00%2034
Bank loanEUR\u00a0854,033 1,942,029Bank\u2019s base rate + 3%2026
Bank loanEUR816,321 -Bank\u2019s base rate + 3.15%2030
Bank loanUSD1,654,0321,837,3684.99%2026
Bank loanRO29,024-8.00%2029
Unsecured notesEUR10,838,81322,060,9464.50%2026
Unsecured notesUSD2,800,1797,893,9695.75%2026
Secured notesEUR12,767,53212,713,0005.00%2029
Unsecured notesEUR16,728,956 -5.50%2036
Unsecured notesUSD4,934,576 -6.50%2036
The USD denominated debt is designated as a hedging instrument in a net investment hedge information on the Group\u2019s hedging activities are provided in Note 31.6.
27.3Security on bank loans and overdraft facilities
The Group\u2019s secured bank loan with the carrying amount of \u20ac854,033 as at 31 December 2025 and with maturity 2026 contains a covenant that states that the group entity\u2019s Debt Service Coverage Ratio (DSCR) should not fall below 1.4x. If the capped ratio is not respected, the group entity must demonstrate through adequate evidence, namely based on cash balances as per audited accounts at the beginning and / or the end of the fiscal year that it holds sufficient cash to cover its debt service after dividend for the concerned period. The group entity is expected to remain compliant with this covenant within the next twelve months after the reporting date.
The bank loans and overdraft facilities are secured by:
1.First general hypothec for \u20ac7,500,000 on overdraft basis over all present and future assets of Medserv Operations Limited;
2.First special hypothec for \u20ac7,500,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
3.Second general hypothec on bank loan for \u20ac3,600,000 by Medserv Operations Ltd over all present and future assets;
4.Second special hypothec on bank loan for \u20ac3,600,000 over temporary utile dominium of Medserv site and property of Malta Freeport;
5.Special Hypothecary guarantee for \u20ac6,000,000 on overdraft basis over temporary utile dominium of Medserv site and property of Malta Freeport;
6.General hypothecary guarantee for \u20ac6,000,000 on overdraft basis by Medserv Operations Ltd over all present and future assets;
7.First general hypothec for \u20ac6,000,000 on overdraft basis over all present and future assets of MedservRegis plc;
8.General hypothecary guarantee for \u20ac900,000 on loan basis by Medserv Operations Ltd over all present and future assets;
9.Special Hypothecary guarantee for \u20ac900,000 on loan basis over temporary utile dominium of Medserv site and property of Malta Freeport;
10.Company guarantees for \u20ac11,473,074 and \u20ac5,311,995 given to Medserv Operations Ltd and Middle East Comprehensive Tubular Services (Duqm) L.L.C. in favour of the bankers;
11.First pledge, second and third pledge over a combined business policy for \u20ac8,568,381;
12.A letter of undertaking by the Company whereby it undertakes not to declare dividends or pay shareholders\u2019 loans in Medserv Operations Limited without the bank\u2019s written consent and to maintain the present level control and interest in Medserv Operations Limited;
13.First and third general hypothec for MDB loan of \u20ac854,033 over all present and future assets of Medserv Operations Limited;
14.A pledge of receivables and bank account agreement in relation to all and any rights pertaining to Medserv Operations Limited under the agreement with Enemalta p.l.c. and Automated Revenue Management Services Limited (ARMS) in relation to the payment for units of electricity generated by the photovoltaic farm situated at the Malta Freeport;
15.A letter of undertaking by Medserv Operations Limited to ensure and procure that all and any payments received from Enemalta and/or ARMS in relation to the generation of electricity units by the photovoltaic farm are at all times paid into and/or directly credited in the pledged bank account.
16.Marginal fixed term deposit of \u20ac797,064 for a period of 24 months;
17.Letter of undertaking to route 100% of receivables of a significant customer through a particular bank of a group entity; and
18.Commercial mortgage of \u20ac2,656,881 in favour of a particular bank of a group entity.
27.4Issue of new unsecured notes due 2031-2036
The carrying amount of the new notes issue in Euro equivalent of \u20ac21.7 million (\u201cNew Notes\u201d) during the year by the Group and the Company is made up as follows:
\u20ac
Proceeds receivable from issue of notes6,535,650
Rollover amount from Unsecured Notes maturity 202615,578,252
Total 22,113,902
Transaction costs(498,028)
Net proceeds 21,615,874
Accreted interest 97,757
Exchange difference(50,099)
Carrying amount of liability at 31 December 202521,663,532
27.5Reconciliation of movements of loans and borrowings to cash flows arising from financing activities
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2025\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,002,34442,667,9156,749,3973,645,62343,039,881
Changes from financing cash flows
Proceeds from loans and borrowings-6,037,622931,954650,0006,037,622
Repayment of borrowings-(96,415)(1,489,603)(990,623)(96,415)
Total changes from financing cash flows -5,941,207(557,649)(340,623)5,941,207
Effect of changes in foreign exchange rates-(915,570)(196,161)-(885,529)
Total non-cash items-(915,570)(196,161)-(885,529)
Liability-related changes
Change in bank overdrafts(1,374,912)----
Interest expense (note 12)-2,609,522365,034190,4472,207,133
Interest paid (147,189)(2,233,018)(352,211)(176,606)(2,311,007)
Total liability\u2013related changes (1,522,101)376,50412,82313,841(103,874)
Balance at 31 December480,24348,070,0566,008,4103,318,84147,991,685
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2024\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,396,81142,705,1076,246,9403,285,00043,368,960
Changes from financing cash flows
Proceeds from loans and borrowings--1,755,4561,100,000-
Repayment of borrowings-(987,477)(1,350,930)(773,012)(987,477)
Total changes from financing cash flows -(987,477)404,526326,988(987,477)
Effect of changes in foreign exchange rates-523,43470,874-529,225
Total non-cash items-523,43470,874-529,225
Liability-related changes
Change in bank overdrafts(270,673)----
Interest expense (note 12)-2,546,687301,472230,1362,249,013
Interest paid (123,794)(2,119,836)(274,415)(196,501)(2,119,840)
Total liability\u2013related changes (394,467)426,85127,05733,635129,173
Balance at 31 December2,002,34442,667,9156,749,3973,645,62343,039,881
The New Notes were admitted to listing on the Official List of the Malta Stock Exchange on 3 December 2025 with the interest starting to accrue as from this date. These notes are unsecured and redeemable between 2031-2036.
The notes issued in 2016 with a carrying amount as at 31 December 2025 of \u20ac13,560,620 (2024: \u20ac30,326,881) are unsecured. The notes issued during 2022 are secured by the Company\u2019s subsidiary, Medserv Operations Limited, through a general hypothec and a special hypothec over its emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 14.4).
Furthermore, as at 31 December 2025 and 2024, the Group enjoyed the following credit facilities at the following terms and conditions:
Bank overdraftNominal Interest rate
\u20ac2,500,0005.15% (bank base rate + 3%)
\u20ac500,0005.15% (bank base rate + 3%)
Foreign exchange facility
\u20ac300,000n/a
At 31 December 2025, the Group had unutilised bank overdraft facilities of \u20ac2,519,757 (2024: \u20ac997,656) and unutilised foreign exchange facility of \u20ac300,000 (2024: \u20ac300,000) out of the facilities listed above.
At 31 December 2025, the Group enjoyed from bank guarantee facilities of \u20ac6,000,000 (2024: \u20ac1,500,000) of which \u20ac5,493,805 (2024: \u20ac214,800) were unutilised.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page166-cflshid_62437-tag11998070": { "value": "
27Loans and borrowings
27.1This note provides information about the contractual terms of the Group\u2019s and Company\u2019s interest-bearing loans and borrowings. For more information about the Group\u2019s exposure to interest rate, foreign currency and liquidity risk, see note 31.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Non-current liabilities
Secured bank loans3,019,0303,509,038--
Loan from subsidiary--2,340,0002,655,000
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes21,663,53229,954,91521,663,53230,326,881
37,450,09446,176,95336,771,06445,694,881
Current liabilities
Secured bank loans2,989,3803,240,359--
Loan from subsidiaries--978,841990,623
Bank overdrafts480,2432,002,344--
Unsecured notes13,638,992-13,560,621-
17,108,6155,242,70314,539,462990,623
27.2 Terms and debt repayment schedule
The terms and conditions of outstanding loans are as follows:
The Group
Carrying amount
Original currency2025\u20ac2024\u20acNominal interest rateYear ofmaturity
Bank loanEUR2,655,0002,970,0006.00%2034
Bank loanEUR\u00a0854,033 1,942,029Bank\u2019s base rate + 3%2026
Bank loanEUR816,321 -Bank\u2019s base rate + 3.15%2030
Bank loanUSD1,654,0321,837,3684.99%2026
Bank loanRO29,024-8.00%2029
Unsecured notesEUR10,838,81322,060,9464.50%2026
Unsecured notesUSD2,800,1797,893,9695.75%2026
Secured notesEUR12,767,53212,713,0005.00%2029
Unsecured notesEUR16,728,956 -5.50%2036
Unsecured notesUSD4,934,576 -6.50%2036
The USD denominated debt is designated as a hedging instrument in a net investment hedge information on the Group\u2019s hedging activities are provided in Note 31.6.
27.4Issue of new unsecured notes due 2031-2036
The carrying amount of the new notes issue in Euro equivalent of \u20ac21.7 million (\u201cNew Notes\u201d) during the year by the Group and the Company is made up as follows:
\u20ac
Proceeds receivable from issue of notes6,535,650
Rollover amount from Unsecured Notes maturity 202615,578,252
Total 22,113,902
Transaction costs(498,028)
Net proceeds 21,615,874
Accreted interest 97,757
Exchange difference(50,099)
Carrying amount of liability at 31 December 202521,663,532
27.5Reconciliation of movements of loans and borrowings to cash flows arising from financing activities
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2025\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,002,34442,667,9156,749,3973,645,62343,039,881
Changes from financing cash flows
Proceeds from loans and borrowings-6,037,622931,954650,0006,037,622
Repayment of borrowings-(96,415)(1,489,603)(990,623)(96,415)
Total changes from financing cash flows -5,941,207(557,649)(340,623)5,941,207
Effect of changes in foreign exchange rates-(915,570)(196,161)-(885,529)
Total non-cash items-(915,570)(196,161)-(885,529)
Liability-related changes
Change in bank overdrafts(1,374,912)----
Interest expense (note 12)-2,609,522365,034190,4472,207,133
Interest paid (147,189)(2,233,018)(352,211)(176,606)(2,311,007)
Total liability\u2013related changes (1,522,101)376,50412,82313,841(103,874)
Balance at 31 December480,24348,070,0566,008,4103,318,84147,991,685
The GroupThe Company
Bank overdrafts used for cash management purposesSecured and unsecured notesBank loansLoan from subsidiariesSecured and unsecured notes
31 December 2024\u20ac\u20ac\u20ac\u20ac\u20ac
Balance at 1 January2,396,81142,705,1076,246,9403,285,00043,368,960
Changes from financing cash flows
Proceeds from loans and borrowings--1,755,4561,100,000-
Repayment of borrowings-(987,477)(1,350,930)(773,012)(987,477)
Total changes from financing cash flows -(987,477)404,526326,988(987,477)
Effect of changes in foreign exchange rates-523,43470,874-529,225
Total non-cash items-523,43470,874-529,225
Liability-related changes
Change in bank overdrafts(270,673)----
Interest expense (note 12)-2,546,687301,472230,1362,249,013
Interest paid (123,794)(2,119,836)(274,415)(196,501)(2,119,840)
Total liability\u2013related changes (394,467)426,85127,05733,635129,173
Balance at 31 December2,002,34442,667,9156,749,3973,645,62343,039,881
The New Notes were admitted to listing on the Official List of the Malta Stock Exchange on 3 December 2025 with the interest starting to accrue as from this date. These notes are unsecured and redeemable between 2031-2036.
The notes issued in 2016 with a carrying amount as at 31 December 2025 of \u20ac13,560,620 (2024: \u20ac30,326,881) are unsecured. The notes issued during 2022 are secured by the Company\u2019s subsidiary, Medserv Operations Limited, through a general hypothec and a special hypothec over its emphyteutical rights on the Medserv site at the Malta Freeport at the Port of Marsaxlokk (refer to note 14.4).
Furthermore, as at 31 December 2025 and 2024, the Group enjoyed the following credit facilities at the following terms and conditions:
Bank overdraftNominal Interest rate
\u20ac2,500,0005.15% (bank base rate + 3%)
\u20ac500,0005.15% (bank base rate + 3%)
Foreign exchange facility
\u20ac300,000n/a
At 31 December 2025, the Group had unutilised bank overdraft facilities of \u20ac2,519,757 (2024: \u20ac997,656) and unutilised foreign exchange facility of \u20ac300,000 (2024: \u20ac300,000) out of the facilities listed above.
At 31 December 2025, the Group enjoyed from bank guarantee facilities of \u20ac6,000,000 (2024: \u20ac1,500,000) of which \u20ac5,493,805 (2024: \u20ac214,800) were unutilised.
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
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28Employee benefits obligation \u2013 The Group
28.1
20252024
Notes\u20ac\u20ac
Liability for severance payments28.2.11,242,2191,458,731
Liability for retirement gratuities28.2.156,51846,102
\u00a01,298,7371,504,833
Non-current932,3701,445,466
Current366,36759,367
1,298,7371,504,833
28.2Severance payments and retirement gratuities
The Group operates defined benefit pension plans through its subsidiaries in Egypt, Sultanate of Oman, Mauritius and UAE. In most cases, the benefits value is set out in the labour regulations in the jurisdictions in which the respective subsidiary operates. In each case, a lump sum benefit for eligible employees based on specific requirements in the country in which the respective subsidiary operates is payable to the employee on termination or retirement. The subsidiaries recognise a liability for any projected shortfalls of benefits based on actuarial assumptions.
\u00a0\u00a0\u00a0
Benefit payments are generally from trustee-administrated funds and for unfunded plans, the subsidiary meets the benefit payment obligation as it falls due.
28.2.1The following table shows a reconciliation for the liability for severance payments.
20252024
\u20ac\u20ac
Balance at 1 January1,504,8331,418,105
Included in profit or loss:
Current service cost552,297334,372
Benefits paid(672,459)(167,158)
Interest cost36,781103,408
Included in OCI:
Actuarial (gains)/losses on economic assumptions(2,335)(46,193)
Actuarial gains on experience12,765(35,460)
Translation reserve(133,145)(102,241)
Balance at 31 December1,298,7371,504,833
The components of the movement in employee benefits recognised in profit or loss is as follows:
20252024
\u20ac\u20ac
Current service cost552,297334,372
Interest cost36,781103,408
589,078437,780
The components of the movement in employee benefits recognised in other comprehensive income is as
follows:
20252024
\u20ac\u20ac
Actuarial gains on economic assumptions(2,335)(46,193)
Actuarial losses/(gains) on experience12,765(35,460)
Translation difference6,2584,154
16,688(77,499)
28.2.2Actuarial assumptions
The main actuarial assumptions used for accounting purposes are as follows:
20252024
Discount rate2.63%9.05%
Inflation rate2.24%2.34%
Future salary growth rate3.33%8.98%
Net pre-retirement rate1.19%1.65%
In prior year, the liability for severance payments included a non-current balance arising from a group entity with a higher discount rate and future salary growth compared to the other group entities. As at 31 December 2025, this liability was classified as current given that it is expected to be settled within the next 12 months. As a result, the actuarial assumptions used for accounting purposes as at the reporting date are much lower compared to prior year.
28.2.3Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
20252024
MovementRevisedImpactMovementRevisedImpact
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Discount rate: +1%70,8851,228,3345.46%63,1631,441,6704.20%
Discount rate: -1%4,2361,294,9830.33%(59,735)1,564,569(3.97%)
Salary increase: +1%(122,695)1,421,914(9.44%)(203,539)1,708,372(13.53%)
Salary decrease: -1%192,3931,106,82614.81%200,9851,303,84913.36%
33 Provisions
20252024
\u20ac\u20ac
Current
Opening Balance115,582-
Provisions made during the year6,770113,343
Provisions used during the year-(1,564)
Effect of movement in exchange rates(12,972)3,803
Balance at 31 December109,380115,582
The Group\u2019s operating subsidiary in Mozambique has recognized a provision for potential liabilities relating to tax and regulatory matters. These provisions represent management\u2019s best estimate of the obligations as at the reporting date, based on ongoing discussions with the relevant authorities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page173-cflshid_65536-tag11998100": { "value": "
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
29.2Amounts due to subsidiaries and shareholders are unsecured, interest free and repayable on demand. Transactions with related parties are set out in note 34 to these financial statements.
29.3During the year, a group entity paid the amount of \u20ac214,837 (2024: \u20ac233,686) to the non-controlling interest.
29.4The Group\u2019s and Company\u2019s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 31.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page173-cflshid_65536-tag11998072": { "value": "
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
29.2Amounts due to subsidiaries and shareholders are unsecured, interest free and repayable on demand. Transactions with related parties are set out in note 34 to these financial statements.
29.3During the year, a group entity paid the amount of \u20ac214,837 (2024: \u20ac233,686) to the non-controlling interest.
29.4The Group\u2019s and Company\u2019s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 31.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page173-cflshid_65536-tag11998101": { "value": "
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page173-cflshid_65536-tag11998089": { "value": "
29Trade and other payables
29.1
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Trade payables7,287,8634,072,480219,406227,181
Amounts due to shareholders64,93861,85264,93861,852
Amounts due to note holders30,88064,82030,88064,820
Amounts due to subsidiaries--5,534,5977,779,736
Amounts due to non-controlling interest-214,837--
Indirect taxes payable610,359641,436--
Accrued expenses7,347,4214,027,8901,314,883595,553
Other payables1,168,257263,157--
16,509,7189,346,4727,164,7048,729,142
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page174-cflshid_66022-tag11998082": { "value": "
30Contingencies and commitments
30.1At reporting date, the Group had the following contingent liabilities:
\u2022Letter of guarantees issued by Group\u2019s bankers in favour of third parties amounting to \u20ac3,919,553 (2024: \u20ac4,190,640);
The Company acts as a guarantor to certain banks in respect of credit facilities granted to two of its subsidiaries (see note 27.3).
30.2The Company has uncalled share capital on its investments in subsidiaries, namely Medserv International Limited, Medserv Libya Limited and Medserv Eastern Mediterranean Limited amounting to \u20ac36,861 (2024: \u20ac36,861) (see note 20).
33 Provisions
20252024
\u20ac\u20ac
Current
Opening Balance115,582-
Provisions made during the year6,770113,343
Provisions used during the year-(1,564)
Effect of movement in exchange rates(12,972)3,803
Balance at 31 December109,380115,582
The Group\u2019s operating subsidiary in Mozambique has recognized a provision for potential liabilities relating to tax and regulatory matters. These provisions represent management\u2019s best estimate of the obligations as at the reporting date, based on ongoing discussions with the relevant authorities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page174-cflshid_66022-tag11998081": { "value": "
30Contingencies and commitments
30.1At reporting date, the Group had the following contingent liabilities:
\u2022Letter of guarantees issued by Group\u2019s bankers in favour of third parties amounting to \u20ac3,919,553 (2024: \u20ac4,190,640);
The Company acts as a guarantor to certain banks in respect of credit facilities granted to two of its subsidiaries (see note 27.3).
30.2The Company has uncalled share capital on its investments in subsidiaries, namely Medserv International Limited, Medserv Libya Limited and Medserv Eastern Mediterranean Limited amounting to \u20ac36,861 (2024: \u20ac36,861) (see note 20).
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31Financial instruments \u2013 Fair values and risk management
31.8Capital management
The Group defines capital as paid-in capital stock, additional paid-in capital and retained earnings, both appropriated and unappropriated. Other components of equity such as cumulative translation adjustments are excluded from capital for the purposes of capital management.
The Group\u2019s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as the result from operating activities divided by total shareholders\u2019 equity.
The table below provides information on the Group\u2019s equity and borrowings at the reporting date. The Group monitors the level of capital on the basis of the ratio of aggregated net debt to total capital. Net debt is calculated as total borrowings (as shown in the statement of financial position) less cash and cash equivalents. Total capital is calculated as equity, as shown in the respective statement of financial position, plus net debt.
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Bank loans6,008,4106,749,397--
Secured notes12,767,53212,713,00012,767,53212,713,000
Unsecured notes35,302,52429,954,91535,224,15330,326,881
Lease liabilities20,031,67820,072,140222,420-
Loan from subsidiary--3,318,8413,645,623
Less:
Cash and cash equivalents (Note 23)(19,339,347)(16,950,026)(3,557,827)(146,043)
Net debt54,770,79752,539,42647,975,11946,539,461
Total equity58,448,85757,608,91127,177,48524,493,299
Total capital113,219,654110,148,33775,152,60471,032,760
Net debt ratio48%48%64%66%
The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. In view of the nature of the Group\u2019s activities and the extent of borrowings or debt, the capital level as at the end of the reporting period is deemed adequate by the Board of Directors. There were no changes in the Group\u2019s approach to capital management during the year.
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31Financial instruments \u2013 Fair values and risk management
31.6Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group\u2019s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
31.6.1Currency risk
The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the Group companies. The functional currencies of Group companies are primarily the Euro (EUR) and US Dollar (USD). The currencies in which these transactions are primarily denominated are Euro (EUR), US Dollar (USD), Omani Rial (OMR), Egyptian Pounds (EGP), United Arab Emirates Dirham (AED), Mozambique New Metical (MZN), Mauritian Rupee (MUR), and Ugandan Shilling (UGX). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency which would be considered a foreign currency from the entity\u2019s perspective.
Exposure to currency risk
The Group\u2019s main currency note exposure reflecting the carrying amount of assets and liabilities denominated in foreign currencies at the end of the reporting period, analysed by the functional currency of the respective entity or entities, was as follows:
Functional CurrencyEURAEDOMRUSDEGPMZNUGX
31 December 2025USDUSDUSDEURUSDUSDUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables149,4913,049,0302,708,889640,20391,566-928,727
Trade payables(501,336)231,591511(16,803)-(13,791)(19,404)
Unsecured notes(7,734,755)------
Available funds in foreign currency486,485222,1914,262,074286,51518,283-214,834
Net statement of financial position exposure - Assets/(Liabilities)(7,600,115)3,502,8126,971,474909,915109,849(13,791)1,124,157
Functional CurrencyEURAEDOMRUSDUGX
31 December 2024USDUSDUSDEGPEURUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables28,3012,177,4763,751,606423,7391,090,9171,237,077
Trade payables(4,791)(69,604)-(560,320)(14,131)-
Unsecured notes(7,893,969)-----
Available funds in foreign currency159,120723,0975,361,9341,204,526492,385154,505
Net statement of financial position exposure - Assets/(Liabilities)(7,711,339)2,830,9699,113,5401,067,9451,569,1711,391,582
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2025202420252024
USD1.13031.08231.17471.0406
GBP0.87340.84680.87510.8269
OMR0.43460.41620.45170.4001
AED4.1513.97494.31393.8216
EGP55.473649.071156.044952.6192
MZN72.120269.061575.041566.4993
ZAR20.195119.830619.498819.5529
MUR51.710349.974254.087548.8849
UGX4,069.23924,065.98124,251.463,818.4254
TTD7.6506-7.9782-
AOK1,034.6038948.37251,078.22959.6837
SAR4.2386-4.405-
NAD20.1949-19.4988-
The table below provides a sensitivity analysis of a 10% strengthening or weakening in the currency rate on the Group\u2019s results and equity of the respective group entities\u2019 functional currency against the currencies in which their financial assets and/or financial liabilities are denominated at the reporting date. The analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. This analysis assumes that all variables remain constant. Currencies AED and OMR are pegged against USD therefore, not exposed to foreign currency risk arising from financial assets and liabilities denominated in USD.
Results and Equity
The Group
StrengtheningWeakening
31 December 2025\u20ac\u20ac
EUR against USD684,680(684,680)
USD against EGP(178)178
USD against EUR(82,720)82,720
UGX against USD(102,196)102,196
MZN against USD1,254(1,254)
31 December 2024
EUR against USD710,271(710,271)
USD against EGP(97,086)97,086
USD against EUR(142,652)142,652
UGX against USD(126,507)126,507
A sensitivity analysis of the impact on the Company\u2019s profit and total equity has not been provided since the Company was not significantly exposed to foreign currency risk at the reporting date as a result of the natural hedge of its financial assets and financial liabilities denominated in USD.
In addition, the Group also has significant amount of intra-group balances denominated in currencies other than the group entities functional currencies. Although these balances are eliminated on consolidation, the effect of movements in exchange rates are still recognised in the individual Company\u2019s and in the consolidated income statement. When the balances are considered to be part of the Group\u2019s net investment in the foreign operation, the foreign exchange differences arising on these balances are reclassified to other comprehensive income on consolidation as part of exchange differences on translating foreign operations. During the year an amount of \u20ac1,180,373 (2024: \u20ac447,886) relating to exchange differences on intra-group balances was recognised in the Group\u2019s finance income and finance cost and an amount of \u20acNil (2024: \u20ac517,031) was reclassified to other comprehensive income.
31.6.2Hedge of net investment in foreign entity
A foreign currency exposure arises from the Group\u2019s net investment in METS that has a USD functional currency. The risk arises from the fluctuation in spot exchange rates between the USD and the Euro, which causes the amount of the net investment to vary.
The hedged risk in the net investment hedge is the risk of a weakening USD against the Euro that will result in a reduction in the carrying amount of the Group\u2019s net investment in METS.
Part of the Group\u2019s net investment in METS is hedged by USD denominated bonds of \u20ac7,734,755 (2024: \u20ac7,893,969) which mitigates the foreign currency risk arising from the sub-Group\u2019s net assets. The bond is designated as hedging instrument for the changes in the value of the net investment that is attributable to changes in the EUR/USD spot rate.
To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged item by comparing changes in the carrying amount of the debts that is attributable to a change in the spot rate with changes in the investment in the foreign operation due to movements in the spot rate (the offset method). The Group\u2019s policy is to hedge the net investment only to the extent of the debt principal, denominated in USD and designated as hedging instrument.
There was no ineffectiveness to be recorded from net investment in foreign entity hedges.
The amounts related to items designated as hedging instruments were as follows:
The Group
Net investment in foreign operation20252024
Carrying amount (non-current borrowings)\u20ac7,734,755\u20ac7,893,969
USD carrying amount$9,085,721$8,214,374
Hedge ratio1:11:1
Change in carrying amount of USD denominated bond as a result of foreign currency movements since 1 January, recognised in OCI\u20ac(915,570)\u20ac523,343
Change in value of hedged item used to the extent of the debt principal to determine hedge effectiveness\u20ac915,570\u20ac(523,343)
Weighted average hedged rate for the yearUSD 1.17: EUR 1USD 1.08: EUR 1
31.6.3Interest rate risk
Interest rate risk is the risk that the value or cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of financial instrument will fluctuate because of changes in market interest rates. The Group is exposed to cash flow interest rates principally through bank loans which bear variable interest rates. The Group\u2019s secured and unsecured notes as well as its investment in debt instruments classified as financial assets at fair value through profit or loss bear interest at fixed rates and expose the Group to fair value interest rate risk.
Profile
At the reporting date the interest rate profile of the Group\u2019s and the Company\u2019s interest-bearing financial instruments was:
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Variable-rate instruments
Financial assets:
-Cash at bank19,819,59018,952,3703,557,827146,043
Financial liabilities:
-Bank loans(6,008,410)(6,749,397)--
-Loan from subsidiary--(3,318,841)(3,645,623)
-Bank overdraft(480,243)(2,002,344)--
\u00a0
Net exposure to cash flows interest rate risk13,330,93710,200,629238,986(3,499,580)
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Fixed-rate instruments
Financial assets:
-Investment in debt instruments at FVTPL1,138,8281,352,742--
-Bank term placements947,0641,049,761--
Financial liabilities:
-Secured notes(12,767,532)(12,713,000)(12,767,532)(12,713,000)
-Unsecured notes(35,302,524)(29,954,915)(35,224,153)(30,326,881)
(45,984,164)(40,265,412)(47,991,685)(43,039,881)
The Group manages its exposure to changes in cash flows in relation to interest rates on interest-bearing by entering into financial arrangements that are based on fixed rates on interest whenever practicable. The Group is exposed to fair value interest rate risk on its financial assets and liabilities bearing fixed rates of interest, but with the exception of the investments in bond securities which are measured at fair value, all the other instruments are measured at amortised cost and accordingly a shift in interest rates would not have an impact on profit or loss or total comprehensive income. Management does not consider a reasonable shift in interest to have a significant impact on the Group\u2019s equity and post-tax profit as a result of a change in the fair value of its investments in bond securities.
Cash flow sensitivity analysis for variable-rate instruments
The Group\u2019s interest rate risk principally arises from bank loans, bank overdraft and loan from related parties issued at variable rates which expose the Group to cash flow interest rate risk while the Company\u2019s interest rate risk principally arises on loans to subsidiaries. Floating interest rates on these instruments are linked to reference rates such as Euribor or the respective banker\u2019s base rate. While the cash at bank is also subject to interest rates which are linked to the risk-free rates, the interest on these balances is considered insignificant.
A reasonably possible change of 250 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.
Impact on profit and loss and equity
The GroupThe Company
\u20ac\u20ac
31 December 2025
(+) 250 basis points162,21658,500
(-) 250 basis points(162,216)(58,500)
31 December 2024
(+) 250 basis points218,79491,141
(-) 250 basis points(218,794)(91,141)
31.6.4Other market price risk
The primary goal of the Group\u2019s investment in equity securities is to hold the investments for the long term for strategic purposes. Management is assisted by external advisors in this regard. Certain investments are designated at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The Group\u2019s equity investments are marketable or listed securities classified as FVTPL. The impact of a 5% increase in the market price at the reporting date would have resulted in an increase of \u20ac178,985 (2024: \u20ac169,310) on profit or loss. An equal change in the opposite direction would have decreased profit or loss by an equal but opposite effect.
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31Financial instruments \u2013 Fair values and risk management
31.5Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group regularly reviews the expected cashflows through cash flow forecasts in its effort to monitor its cash flow requirements. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows to meet expected operational expenses over the next 60 days, including the servicing of financing and borrowing obligations. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
At 31 December 2025, the expected cash inflows from trade and other receivables and contract assets maturing within three months were \u20ac37.6 million. The expected cash outflows due within three months were \u20ac32.7 million comprising trade and other payables of \u20ac16.5 million, payment of the principal and the respective interest on the unsecured notes maturing on 5 February 2026 (see note 35) as well as interest on the other unsecured notes of \u20ac13.7 million and loan and interest repayments of \u20ac2.5 million.
The Group\u2019s liquidity risk is accordingly actively managed taking cognisance of the matching of operational cash inflows and outflows arising from expected maturities of financial instruments, attributable to the Group\u2019s different operations, together with the Group\u2019s committed bank borrowing facilities and other financing that it can access to meet liquidity needs.
In addition, the Group maintains the following other lines of credit, which remain undrawn at 31 December 2025:
-\u20ac2,519,757 bank overdraft facilities which bears interest at the Bank\u2019s Base Rate plus 3 per cent;
-Unutilised foreign exchange facility of \u20ac300,000;
-Unutilised bank guarantee facilities of \u20ac5,493,805.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. Trade and other payables and bank overdrafts which are due within 12 months equal their carrying balances as the impact of discounting is not significant.
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2025
Financial liabilities
Secured notes12,767,532(15,597,675)(650,000)(650,000)(14,297,675)--
Unsecured notes35,302,524(49,252,456)(14,448,214)(1,267,803)(3,803,411)(29,733,028)-
Secured bank loans6,008,410(6,814,189)(3,168,322)(647,294) (1,707,975) (1,290,598)-
Bank overdraft480,243(480,243)(480,243)----
Lease liabilities20,031,678(38,370,240)(5,214,886)(4,889,656)(5,153,969)(3,341,514)(19,770,215)
Trade and other payables16,509,718(16,509,718)(16,509,718)----
91,100,105(127,024,521)(40,471,383)(7,454,753)(24,963,030)(34,365,140)(19,770,215)
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2024
Financial liabilities
Secured notes12,713,000(16,247,675)(650,000)(650,000)(14,947,675)--
Unsecured notes29,954,915(31,956,889)(1,426,127)(30,530,762)---
Secured bank loans6,749,397(7,793,432)(3,486,711)(1,400,781)(1,240,788)(1,665,152)-
Bank overdraft2,002,344(2,002,344)(2,002,344)----
Lease liabilities20,072,140(38,920,447)(4,410,819)(3,997,173)(6,770,939)(3,971,301)(19,770,215)
Trade and other payables9,346,472 (9,346,472)(9,346,472)----
80,838,268(106,267,259)(21,322,473)(36,578,716)(22,959,402)(5,636,453)(19,770,215)
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31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.1Credit risk is the risk of financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group\u2019s and Company\u2019s bank balances, trade and other receivables and contract assets.
The carrying amounts of financial assets represent the maximum credit exposure as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Financial assets at fair value through profit and loss
Investments in debt instruments1,138,8281,352,742--
Financial assets at amortised cost
Trade receivables and contract assets35,328,63519,808,0731,020,0001,442,500
Amounts due by subsidiaries--6,489,308647,125
Other receivables571,374846,5911,6911,938,764
Cash at bank20,320,01919,518,7583,557,827146,043
Bank term placements947,0641,049,761--
Gross exposure58,305,92042,575,92511,068,8264,174,432
Credit loss allowances(3,073,581)(2,822,966)--
Net exposure55,232,33939,752,95911,068,8264,174,432
Credit loss allowances on financial assets were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Impairment loss on:
- Trade receivables and contract assets(2,267,560)(2,016,945)--
- Cash at bank(806,021)(806,021)--
(3,073,581)(2,822,966)--
Impairment losses on financial assets recognised in the profit and loss were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Net remeasurement of loss allowance(626,533)417,046-15,443,485
Amounts written off---(22,431,874)
(626,533)417,046-(6,988,389)
31.4.2 Trade receivables and contract assets
The Group offers logistical and OCTG services to National and International Energy Companies (IECs), their subcontractors and other companies operating in the oil and gas industry. These customers operate huge budgets and historically have sufficient funds to meet their obligations towards the Group. The Group also services mining companies as well as product and equipment manufacturers and other heavy industry-related contractors. The Group\u2019s services include the provision of heavy machinery and lifting equipment, management services as well as contracting staff to clients and provide Technical Services Agreement (TSA) facilities.
The Group\u2019s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group\u2019s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Details of concentration of revenue are included in note 8.1.
Through the Financial Risk Committee, the Group has an internal control system which identifies at an early stage any events of default. The Group\u2019s review includes external ratings, if they are available, financial statements, credit agency information and industry information. Most of the Group\u2019s customers have been transacting with the Group for a number of years, and losses rarely occur. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, aging profile, maturity, trade history with the Group and existence of previous financial difficulties.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivables and contract assets for which no loss allowance is recognised because of collateral.
As at 31 December 2025, the Group\u2019s three (2024: two) most significant customers accounted for \u20ac18.8 million (2024: \u20ac6.1 million) of the trade receivables net of Expected Credit Loss.
Movements in the allowance for impairment in respect of trade receivables and contract assets
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
The Group
20252024
\u20ac\u20ac
Balance at 1 January2,016,9452,251,230
Net remeasurement of loss allowance626,533(417,046)
Effect of movement in foreign exchange rate(375,918)182,761
Balance at 31 December2,267,5602,016,945
The exposure to credit risk for trade receivables and contract assets by geographic region was as follows:
The Group
20252024
\u20ac\u20ac
Gross carrying amount
Domestic728,394431,529
Eurozone countries13,067,3424,178,167
Libya10,646,9764,004,967
Middle East7,769,5797,274,200
Angola860,5131,549,341
Mozambique650,400852,704
Uganda1,065,4421,257,384
Other regions539,989259,781
35,328,63519,808,073
The summary quantitative data about the Group\u2019s exposure to credit risk for trade receivables and contract assets is as follows.
The Group
20252024
\u20ac\u20ac
Not-credit impaired
External credit ratings at least Baa3 from Moody\u2019s or BBB- from Standard & Poor\u2019s12,577,5056,553,231
Other customers:
- Four or more years\u2019 trading history with the Group12,733,3678,047,380
- Less than four years\u2019 trading history with the Group4,818,8852,360,623
- Higher risk330,252288,302
Credit impaired
- Past due > 90 days4,391,4182,081,329
- Fully impaired477,208477,208
Total gross carrying amount35,328,63519,808,073
Credit loss allowances(2,267,560)(2,016,945)
Carrying amount33,061,07517,791,128
Other customers comprise reputable international energy companies and their subcontractors who have trading history with the Group.
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
31.4.3Cash at bank
As at 31 December 2025, the Group held cash at bank gross of ECL of \u20ac20,320,019 (2024: \u20ac19,518,758) while the Company had a bank balance of \u20ac3,557,827 (2024: \u20ac146,043). The Group\u2019s cash deposits are held with banks and financial institutions which are rated A+ to CCC/C, based on Standards & Poor\u2019s ratings.
Impairment on cash at bank has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash at bank has low credit risk based on the external credit ratings of the counterparties.
The Group
Gross carrying amountLoss allowanceGross carrying amountLoss allowance
2025202520242024
Rating \u20ac\u20ac\u20ac\u20ac
Externally rated
A+554,416-1,731,742-
A168,924-512,056-
A-4,551,365-1,105,049-
AA--1,197-
BBB-7,657,936-2,783,711-
BBB+857,963---
BBB226,244---
BB+69,253-6,443,021-
BB--1,898-
BB-514,554-708,876-
B+231,418-203,816-
B-673,753-1,095,170-
CCC/C4,814,193(806,021)4,932,222(806,021)
Total20,320,019(806,021)19,518,758(806,021)
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
31.4.5 Bank term placements
Bank term placements of \u20ac0.9 million (2024: \u20ac1 million) comprise of cash collaterals held with a reputable bank (see note 19). Management concludes internally that the expected credit loss on the amount is insignificant at the reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:2138003WBERIMWQVKZ64", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "v1-page174-cflshid_66022-tag11998076": { "value": "
31Financial instruments \u2013 Fair values and risk management
31.3Financial risk management
31.3.1The Group has exposure to the following risks arising from financial instruments:
\u25aacredit risk
\u25aaliquidity risk
\u25aamarket risk
\u25aaoperational risk.
This note presents information about the Group\u2019s and Company\u2019s exposure to each of the above risks, the Group\u2019s and Company\u2019s objectives, policies and processes for measuring and managing risk, and the Group\u2019s and Company\u2019s capital management. The information presented in this note should be read in conjunction with the commentary in the Directors\u2019 Report under \u201cPrincipal risks and uncertainties\u201d.
31.3.2Risk management framework
The Company\u2019s Board of Directors has overall responsibility for the establishment and oversight of the Group\u2019s risk management framework. The Board of Directors has established the Financial Risk Committee, which is responsible for developing and monitoring the Group\u2019s risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Group\u2019s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group\u2019s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group\u2019s Audit Committee oversees how management monitors compliance with the Group\u2019s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
31.4Credit risk
31.4.1Credit risk is the risk of financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group\u2019s and Company\u2019s bank balances, trade and other receivables and contract assets.
The carrying amounts of financial assets represent the maximum credit exposure as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Financial assets at fair value through profit and loss
Investments in debt instruments1,138,8281,352,742--
Financial assets at amortised cost
Trade receivables and contract assets35,328,63519,808,0731,020,0001,442,500
Amounts due by subsidiaries--6,489,308647,125
Other receivables571,374846,5911,6911,938,764
Cash at bank20,320,01919,518,7583,557,827146,043
Bank term placements947,0641,049,761--
Gross exposure58,305,92042,575,92511,068,8264,174,432
Credit loss allowances(3,073,581)(2,822,966)--
Net exposure55,232,33939,752,95911,068,8264,174,432
Credit loss allowances on financial assets were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Impairment loss on:
- Trade receivables and contract assets(2,267,560)(2,016,945)--
- Cash at bank(806,021)(806,021)--
(3,073,581)(2,822,966)--
Impairment losses on financial assets recognised in the profit and loss were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Net remeasurement of loss allowance(626,533)417,046-15,443,485
Amounts written off---(22,431,874)
(626,533)417,046-(6,988,389)
31.4.2 Trade receivables and contract assets
The Group offers logistical and OCTG services to National and International Energy Companies (IECs), their subcontractors and other companies operating in the oil and gas industry. These customers operate huge budgets and historically have sufficient funds to meet their obligations towards the Group. The Group also services mining companies as well as product and equipment manufacturers and other heavy industry-related contractors. The Group\u2019s services include the provision of heavy machinery and lifting equipment, management services as well as contracting staff to clients and provide Technical Services Agreement (TSA) facilities.
The Group\u2019s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group\u2019s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Details of concentration of revenue are included in note 8.1.
Through the Financial Risk Committee, the Group has an internal control system which identifies at an early stage any events of default. The Group\u2019s review includes external ratings, if they are available, financial statements, credit agency information and industry information. Most of the Group\u2019s customers have been transacting with the Group for a number of years, and losses rarely occur. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including geographic location, aging profile, maturity, trade history with the Group and existence of previous financial difficulties.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivables and contract assets for which no loss allowance is recognised because of collateral.
As at 31 December 2025, the Group\u2019s three (2024: two) most significant customers accounted for \u20ac18.8 million (2024: \u20ac6.1 million) of the trade receivables net of Expected Credit Loss.
Movements in the allowance for impairment in respect of trade receivables and contract assets
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
The Group
20252024
\u20ac\u20ac
Balance at 1 January2,016,9452,251,230
Net remeasurement of loss allowance626,533(417,046)
Effect of movement in foreign exchange rate(375,918)182,761
Balance at 31 December2,267,5602,016,945
The exposure to credit risk for trade receivables and contract assets by geographic region was as follows:
The Group
20252024
\u20ac\u20ac
Gross carrying amount
Domestic728,394431,529
Eurozone countries13,067,3424,178,167
Libya10,646,9764,004,967
Middle East7,769,5797,274,200
Angola860,5131,549,341
Mozambique650,400852,704
Uganda1,065,4421,257,384
Other regions539,989259,781
35,328,63519,808,073
The summary quantitative data about the Group\u2019s exposure to credit risk for trade receivables and contract assets is as follows.
The Group
20252024
\u20ac\u20ac
Not-credit impaired
External credit ratings at least Baa3 from Moody\u2019s or BBB- from Standard & Poor\u2019s12,577,5056,553,231
Other customers:
- Four or more years\u2019 trading history with the Group12,733,3678,047,380
- Less than four years\u2019 trading history with the Group4,818,8852,360,623
- Higher risk330,252288,302
Credit impaired
- Past due > 90 days4,391,4182,081,329
- Fully impaired477,208477,208
Total gross carrying amount35,328,63519,808,073
Credit loss allowances(2,267,560)(2,016,945)
Carrying amount33,061,07517,791,128
Other customers comprise reputable international energy companies and their subcontractors who have trading history with the Group.
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
31.4.3Cash at bank
As at 31 December 2025, the Group held cash at bank gross of ECL of \u20ac20,320,019 (2024: \u20ac19,518,758) while the Company had a bank balance of \u20ac3,557,827 (2024: \u20ac146,043). The Group\u2019s cash deposits are held with banks and financial institutions which are rated A+ to CCC/C, based on Standards & Poor\u2019s ratings.
Impairment on cash at bank has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash at bank has low credit risk based on the external credit ratings of the counterparties.
The Group
Gross carrying amountLoss allowanceGross carrying amountLoss allowance
2025202520242024
Rating \u20ac\u20ac\u20ac\u20ac
Externally rated
A+554,416-1,731,742-
A168,924-512,056-
A-4,551,365-1,105,049-
AA--1,197-
BBB-7,657,936-2,783,711-
BBB+857,963---
BBB226,244---
BB+69,253-6,443,021-
BB--1,898-
BB-514,554-708,876-
B+231,418-203,816-
B-673,753-1,095,170-
CCC/C4,814,193(806,021)4,932,222(806,021)
Total20,320,019(806,021)19,518,758(806,021)
31.4.4 Investment in debt instruments
The Group\u2019s investments in debt instruments are not subject to IFRS 9 expected credit loss allowances since these are held for trading and are measured at fair values.
31.4.5 Bank term placements
Bank term placements of \u20ac0.9 million (2024: \u20ac1 million) comprise of cash collaterals held with a reputable bank (see note 19). Management concludes internally that the expected credit loss on the amount is insignificant at the reporting date.
31.5Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group regularly reviews the expected cashflows through cash flow forecasts in its effort to monitor its cash flow requirements. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows to meet expected operational expenses over the next 60 days, including the servicing of financing and borrowing obligations. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
At 31 December 2025, the expected cash inflows from trade and other receivables and contract assets maturing within three months were \u20ac37.6 million. The expected cash outflows due within three months were \u20ac32.7 million comprising trade and other payables of \u20ac16.5 million, payment of the principal and the respective interest on the unsecured notes maturing on 5 February 2026 (see note 35) as well as interest on the other unsecured notes of \u20ac13.7 million and loan and interest repayments of \u20ac2.5 million.
The Group\u2019s liquidity risk is accordingly actively managed taking cognisance of the matching of operational cash inflows and outflows arising from expected maturities of financial instruments, attributable to the Group\u2019s different operations, together with the Group\u2019s committed bank borrowing facilities and other financing that it can access to meet liquidity needs.
In addition, the Group maintains the following other lines of credit, which remain undrawn at 31 December 2025:
-\u20ac2,519,757 bank overdraft facilities which bears interest at the Bank\u2019s Base Rate plus 3 per cent;
-Unutilised foreign exchange facility of \u20ac300,000;
-Unutilised bank guarantee facilities of \u20ac5,493,805.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. Trade and other payables and bank overdrafts which are due within 12 months equal their carrying balances as the impact of discounting is not significant.
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2025
Financial liabilities
Secured notes12,767,532(15,597,675)(650,000)(650,000)(14,297,675)--
Unsecured notes35,302,524(49,252,456)(14,448,214)(1,267,803)(3,803,411)(29,733,028)-
Secured bank loans6,008,410(6,814,189)(3,168,322)(647,294) (1,707,975) (1,290,598)-
Bank overdraft480,243(480,243)(480,243)----
Lease liabilities20,031,678(38,370,240)(5,214,886)(4,889,656)(5,153,969)(3,341,514)(19,770,215)
Trade and other payables16,509,718(16,509,718)(16,509,718)----
91,100,105(127,024,521)(40,471,383)(7,454,753)(24,963,030)(34,365,140)(19,770,215)
The GroupCarrying amountContractual cash flowsLess than 1 year1 \u2013 2 years2 \u2013 5 years5 \u2013 10 yearsMore than 10 years
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
31 December 2024
Financial liabilities
Secured notes12,713,000(16,247,675)(650,000)(650,000)(14,947,675)--
Unsecured notes29,954,915(31,956,889)(1,426,127)(30,530,762)---
Secured bank loans6,749,397(7,793,432)(3,486,711)(1,400,781)(1,240,788)(1,665,152)-
Bank overdraft2,002,344(2,002,344)(2,002,344)----
Lease liabilities20,072,140(38,920,447)(4,410,819)(3,997,173)(6,770,939)(3,971,301)(19,770,215)
Trade and other payables9,346,472 (9,346,472)(9,346,472)----
80,838,268(106,267,259)(21,322,473)(36,578,716)(22,959,402)(5,636,453)(19,770,215)
31.6Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group\u2019s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
31.6.1Currency risk
The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the Group companies. The functional currencies of Group companies are primarily the Euro (EUR) and US Dollar (USD). The currencies in which these transactions are primarily denominated are Euro (EUR), US Dollar (USD), Omani Rial (OMR), Egyptian Pounds (EGP), United Arab Emirates Dirham (AED), Mozambique New Metical (MZN), Mauritian Rupee (MUR), and Ugandan Shilling (UGX). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity\u2019s functional currency which would be considered a foreign currency from the entity\u2019s perspective.
Exposure to currency risk
The Group\u2019s main currency note exposure reflecting the carrying amount of assets and liabilities denominated in foreign currencies at the end of the reporting period, analysed by the functional currency of the respective entity or entities, was as follows:
Functional CurrencyEURAEDOMRUSDEGPMZNUGX
31 December 2025USDUSDUSDEURUSDUSDUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables149,4913,049,0302,708,889640,20391,566-928,727
Trade payables(501,336)231,591511(16,803)-(13,791)(19,404)
Unsecured notes(7,734,755)------
Available funds in foreign currency486,485222,1914,262,074286,51518,283-214,834
Net statement of financial position exposure - Assets/(Liabilities)(7,600,115)3,502,8126,971,474909,915109,849(13,791)1,124,157
Functional CurrencyEURAEDOMRUSDUGX
31 December 2024USDUSDUSDEGPEURUSD
\u20ac\u20ac\u20ac\u20ac\u20ac\u20ac
Trade receivables28,3012,177,4763,751,606423,7391,090,9171,237,077
Trade payables(4,791)(69,604)-(560,320)(14,131)-
Unsecured notes(7,893,969)-----
Available funds in foreign currency159,120723,0975,361,9341,204,526492,385154,505
Net statement of financial position exposure - Assets/(Liabilities)(7,711,339)2,830,9699,113,5401,067,9451,569,1711,391,582
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2025202420252024
USD1.13031.08231.17471.0406
GBP0.87340.84680.87510.8269
OMR0.43460.41620.45170.4001
AED4.1513.97494.31393.8216
EGP55.473649.071156.044952.6192
MZN72.120269.061575.041566.4993
ZAR20.195119.830619.498819.5529
MUR51.710349.974254.087548.8849
UGX4,069.23924,065.98124,251.463,818.4254
TTD7.6506-7.9782-
AOK1,034.6038948.37251,078.22959.6837
SAR4.2386-4.405-
NAD20.1949-19.4988-
The table below provides a sensitivity analysis of a 10% strengthening or weakening in the currency rate on the Group\u2019s results and equity of the respective group entities\u2019 functional currency against the currencies in which their financial assets and/or financial liabilities are denominated at the reporting date. The analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. This analysis assumes that all variables remain constant. Currencies AED and OMR are pegged against USD therefore, not exposed to foreign currency risk arising from financial assets and liabilities denominated in USD.
Results and Equity
The Group
StrengtheningWeakening
31 December 2025\u20ac\u20ac
EUR against USD684,680(684,680)
USD against EGP(178)178
USD against EUR(82,720)82,720
UGX against USD(102,196)102,196
MZN against USD1,254(1,254)
31 December 2024
EUR against USD710,271(710,271)
USD against EGP(97,086)97,086
USD against EUR(142,652)142,652
UGX against USD(126,507)126,507
A sensitivity analysis of the impact on the Company\u2019s profit and total equity has not been provided since the Company was not significantly exposed to foreign currency risk at the reporting date as a result of the natural hedge of its financial assets and financial liabilities denominated in USD.
In addition, the Group also has significant amount of intra-group balances denominated in currencies other than the group entities functional currencies. Although these balances are eliminated on consolidation, the effect of movements in exchange rates are still recognised in the individual Company\u2019s and in the consolidated income statement. When the balances are considered to be part of the Group\u2019s net investment in the foreign operation, the foreign exchange differences arising on these balances are reclassified to other comprehensive income on consolidation as part of exchange differences on translating foreign operations. During the year an amount of \u20ac1,180,373 (2024: \u20ac447,886) relating to exchange differences on intra-group balances was recognised in the Group\u2019s finance income and finance cost and an amount of \u20acNil (2024: \u20ac517,031) was reclassified to other comprehensive income.
31.6.2Hedge of net investment in foreign entity
A foreign currency exposure arises from the Group\u2019s net investment in METS that has a USD functional currency. The risk arises from the fluctuation in spot exchange rates between the USD and the Euro, which causes the amount of the net investment to vary.
The hedged risk in the net investment hedge is the risk of a weakening USD against the Euro that will result in a reduction in the carrying amount of the Group\u2019s net investment in METS.
Part of the Group\u2019s net investment in METS is hedged by USD denominated bonds of \u20ac7,734,755 (2024: \u20ac7,893,969) which mitigates the foreign currency risk arising from the sub-Group\u2019s net assets. The bond is designated as hedging instrument for the changes in the value of the net investment that is attributable to changes in the EUR/USD spot rate.
To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged item by comparing changes in the carrying amount of the debts that is attributable to a change in the spot rate with changes in the investment in the foreign operation due to movements in the spot rate (the offset method). The Group\u2019s policy is to hedge the net investment only to the extent of the debt principal, denominated in USD and designated as hedging instrument.
There was no ineffectiveness to be recorded from net investment in foreign entity hedges.
The amounts related to items designated as hedging instruments were as follows:
The Group
Net investment in foreign operation20252024
Carrying amount (non-current borrowings)\u20ac7,734,755\u20ac7,893,969
USD carrying amount$9,085,721$8,214,374
Hedge ratio1:11:1
Change in carrying amount of USD denominated bond as a result of foreign currency movements since 1 January, recognised in OCI\u20ac(915,570)\u20ac523,343
Change in value of hedged item used to the extent of the debt principal to determine hedge effectiveness\u20ac915,570\u20ac(523,343)
Weighted average hedged rate for the yearUSD 1.17: EUR 1USD 1.08: EUR 1
31.6.3Interest rate risk
Interest rate risk is the risk that the value or cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of financial instrument will fluctuate because of changes in market interest rates. The Group is exposed to cash flow interest rates principally through bank loans which bear variable interest rates. The Group\u2019s secured and unsecured notes as well as its investment in debt instruments classified as financial assets at fair value through profit or loss bear interest at fixed rates and expose the Group to fair value interest rate risk.
Profile
At the reporting date the interest rate profile of the Group\u2019s and the Company\u2019s interest-bearing financial instruments was:
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Variable-rate instruments
Financial assets:
-Cash at bank19,819,59018,952,3703,557,827146,043
Financial liabilities:
-Bank loans(6,008,410)(6,749,397)--
-Loan from subsidiary--(3,318,841)(3,645,623)
-Bank overdraft(480,243)(2,002,344)--
\u00a0
Net exposure to cash flows interest rate risk13,330,93710,200,629238,986(3,499,580)
Carrying amount
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Fixed-rate instruments
Financial assets:
-Investment in debt instruments at FVTPL1,138,8281,352,742--
-Bank term placements947,0641,049,761--
Financial liabilities:
-Secured notes(12,767,532)(12,713,000)(12,767,532)(12,713,000)
-Unsecured notes(35,302,524)(29,954,915)(35,224,153)(30,326,881)
(45,984,164)(40,265,412)(47,991,685)(43,039,881)
The Group manages its exposure to changes in cash flows in relation to interest rates on interest-bearing by entering into financial arrangements that are based on fixed rates on interest whenever practicable. The Group is exposed to fair value interest rate risk on its financial assets and liabilities bearing fixed rates of interest, but with the exception of the investments in bond securities which are measured at fair value, all the other instruments are measured at amortised cost and accordingly a shift in interest rates would not have an impact on profit or loss or total comprehensive income. Management does not consider a reasonable shift in interest to have a significant impact on the Group\u2019s equity and post-tax profit as a result of a change in the fair value of its investments in bond securities.
Cash flow sensitivity analysis for variable-rate instruments
The Group\u2019s interest rate risk principally arises from bank loans, bank overdraft and loan from related parties issued at variable rates which expose the Group to cash flow interest rate risk while the Company\u2019s interest rate risk principally arises on loans to subsidiaries. Floating interest rates on these instruments are linked to reference rates such as Euribor or the respective banker\u2019s base rate. While the cash at bank is also subject to interest rates which are linked to the risk-free rates, the interest on these balances is considered insignificant.
A reasonably possible change of 250 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.
Impact on profit and loss and equity
The GroupThe Company
\u20ac\u20ac
31 December 2025
(+) 250 basis points162,21658,500
(-) 250 basis points(162,216)(58,500)
31 December 2024
(+) 250 basis points218,79491,141
(-) 250 basis points(218,794)(91,141)
31.6.4Other market price risk
The primary goal of the Group\u2019s investment in equity securities is to hold the investments for the long term for strategic purposes. Management is assisted by external advisors in this regard. Certain investments are designated at FVTPL because their performance is actively monitored and they are managed on a fair value basis. The Group\u2019s equity investments are marketable or listed securities classified as FVTPL. The impact of a 5% increase in the market price at the reporting date would have resulted in an increase of \u20ac178,985 (2024: \u20ac169,310) on profit or loss. An equal change in the opposite direction would have decreased profit or loss by an equal but opposite effect.
31.7Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group\u2019s processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks, such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group\u2019s operations.
The Group\u2019s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group\u2019s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative.
The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management.
This responsibility is supported by the development of overall Group standards for the management of operational risk in the following areas:
\u25aarequirements for appropriate segregation of duties, including the independent authorisation of transactions
\u25aarequirements for the reconciliation and monitoring of transactions
\u25aacompliance with regulatory and other legal requirements
\u25aadocumentation of controls and procedures
\u25aarequirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified
\u25aarequirements for the reporting of operational losses and proposed remedial action
\u25aadevelopment of contingency plans
\u25aatraining and professional development
\u25aaethical and business standards
\u25aarisk mitigation, including insurance where this is effective.
The management team is taking actions to ensure that its Group entities\u2019 operations remain ongoing, with the lowest possible disruptions, through its business continuity plan across all the jurisdictions in which the Group is present.
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31Financial instruments \u2013 Fair values and risk management
31.4Credit risk
31.4.1
Credit loss allowances on financial assets were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Impairment loss on:
- Trade receivables and contract assets(2,267,560)(2,016,945)--
- Cash at bank(806,021)(806,021)--
(3,073,581)(2,822,966)--
Impairment losses on financial assets recognised in the profit and loss were as follows:
The GroupThe Company
2025202420252024
\u20ac\u20ac\u20ac\u20ac
Net remeasurement of loss allowance(626,533)417,046-15,443,485
Amounts written off---(22,431,874)
(626,533)417,046-(6,988,389)
31.4.2 Trade receivables and contract assets
Movements in the allowance for impairment in respect of trade receivables and contract assets
The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
The Group
20252024
\u20ac\u20ac
Balance at 1 January2,016,9452,251,230
Net remeasurement of loss allowance626,533(417,046)
Effect of movement in foreign exchange rate(375,918)182,761
Balance at 31 December2,267,5602,016,945
Expected credit loss assessment for corporate customers
The Group loss allowance as at 31 December 2025 was determined as follows for both trade receivables and contract assets:
The Group
31 December 2025CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.59%8.84%9.33%22.28%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables14,046,3627,453,0723,325,0964,392,12229,216,652
Gross carrying amount \u2013 contract assets6,111,983---6,111,983
Loss allowance 319,912 658,852 310,231 978,565 2,278,245
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets for corporate customers as at 31 December 2024, calculated on the basis of the Group\u2019s new accounting policy as of 1 January 2024.
The Group
31 December 2024CurrentMore than 30 days past dueMore than 60 days past dueMore than 120 days past dueTotal
Expected loss rate1.80%15.33%14.16%71.99%
\u20ac\u20ac\u20ac\u20ac\u20ac
Gross carrying amount \u2013 trade receivables15,475,1871,004,449516,2332,081,33019,077,199
Gross carrying amount \u2013 contract assets730,874---730,874
Loss allowance291,515153,98273,0991,498,3492,017,139
31.4.3Cash at bank
As at 31 December 2025, the Group held cash at bank gross of ECL of \u20ac20,320,019 (2024: \u20ac19,518,758) while the Company had a bank balance of \u20ac3,557,827 (2024: \u20ac146,043). The Group\u2019s cash deposits are held with banks and financial institutions which are rated A+ to CCC/C, based on Standards & Poor\u2019s ratings.
Impairment on cash at bank has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash at bank has low credit risk based on the external credit ratings of the counterparties.
The Group
Gross carrying amountLoss allowanceGross carrying amountLoss allowance
2025202520242024
Rating \u20ac\u20ac\u20ac\u20ac
Externally rated
A+554,416-1,731,742-
A168,924-512,056-
A-4,551,365-1,105,049-
AA--1,197-
BBB-7,657,936-2,783,711-
BBB+857,963---
BBB226,244---
BB+69,253-6,443,021-
BB--1,898-
BB-514,554-708,876-
B+231,418-203,816-
B-673,753-1,095,170-
CCC/C4,814,193(806,021)4,932,222(806,021)
Total20,320,019(806,021)19,518,758(806,021)
31.4.5 Bank term placements
Bank term placements of \u20ac0.9 million (2024: \u20ac1 million) comprise of cash collaterals held with a reputable bank (see note 19). Management concludes internally that the expected credit loss on the amount is insignificant at the reporting date.
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31Financial instruments \u2013 Fair values and risk management
31.2Measurement of fair values
The Group is required to provide information about the fair value of its financial instruments at the reporting date. The fair values of financial assets, that are traded in active markets and financial liabilities are based on quoted market price or dealer price quotations. For all other financial instruments, the Group determines fair value using other valuation techniques.
31.2.1Valuation techniques and significant unobservable inputs
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuations techniques as follows:
\u25aaLevel 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u25aaLevel 2: inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
\u25aaLevel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
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