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1
OKEANIS ECO TANKERS CORP.
(Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382)
Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm
2
Index to financial statements
Pages
Report of Independent Registered Public Accounting Firm
3
Consolidated Statements of Profit or Loss and Other Comprehensive Income, for the years ended December 31, 2025, 2024
and 2023
5
Consolidated Statements of Financial Position, as of December 31, 2025 and 2024
6
Consolidated Statements of Changes in Equity, for the years ended December 31, 2025, 2024 and 2023
7
Consolidated Statements of Cash Flows, for the years ended December 31, 2025, 2024 and 2023
8
Notes to the Consolidated Financial Statements
9
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Okeanis Eco Tankers Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Okeanis Eco Tankers Corp. and
subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and
other comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December
31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity
with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Other Legal and Regulatory Requirements - European Single Electronic Format
As part of our assessment as to whether the financial statements are prepared, in all material respects, in accordance with
the requirements set forth in the Commission Delegated EU Regulation 2019/815 as amended by EU Regulation 2020/189
(“ESEF Regulation”) and the interpretative communication no. 2020/C 379/01 of the European Commission dated November
10, 2020 that are relevant to the Company, we have examined the digital file of the Company prepared in accordance with
European Single Electronic Format (“ESEF”), defined by the ESEF Regulation, which includes the financial statements of the
Company for the year ended December 31,2025, in eXtensibleHyperText Markup Language (XHTML) format as well as the
XBRL file (213800U35RCYXTKVEM65-2025-12-31-1-en.xbri) with the appropriate tagging on these financial statements.
4
In connection with the Company’s listing requirements with the Oslo Børs, management is responsible for the preparation
and submission of the financial statements of the Company in compliance with the requirements set forth in ESEF Regulation
and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
financial statements being prepared using XHTML format and iXBRL tagging of the financial statements.
In our opinion, the financial statements of the Company for the year ended December 31, 2025 prepared in XHTML format as
well as the XBRL file (213800U35RCYXTKVEM65-2025-12-31-1-en.xbri) with the appropriate tagging on these financial
statements, are prepared in all material respects in accordance with the requirements of ESEF Regulation.
/
s
/
Deloitte Certified Public Accountants S.A.
Athens, Greece
March 20, 2026
We have served as the Company’s auditor since 2018.
5
Consolidated statements of profit or loss and other comprehensive income for the years ended
December 31, 2025, 2024 and 2023
(amounts expressed in U.S. Dollars, except for number of shares)
NOTES
2025
2024
2023
Revenue
20,23
391,548,819
393,229,831
413,096,606
Operating expenses
Commissions
(4,262,645)
(3,997,596)
(5,757,159)
Voyage expenses
10
(121,870,584)
(127,196,305)
(109,559,239)
Vessel operating expenses
9
(45,240,447)
(42,434,258)
(41,742,285)
Management fees - related party
13
(4,599,000)
(4,611,600)
(4,599,000)
Depreciation and amortization
7
(41,440,551)
(41,134,237)
(40,382,628)
General and administrative expenses (including $4,995,071,
$4,810,180 and $3,588,185, respectively, to related party)
11
(11,604,900)
(10,910,862)
(9,933,373)
Total operating expenses
(229,018,127)
(230,284,858)
(211,973,684)
Operating profit
162,530,692
162,944,973
201,122,922
Other income / (expenses)
Interest income
21
2,191,740
3,445,203
4,104,564
Interest expense and other finance costs (including nil, $413,952
and $1,198,168, respectively, to related parties)
21
(44,240,513)
(57,052,680)
(61,179,066)
Unrealized gain/ (loss), net on derivatives
22
1,653,464
(291,873)
229,373
Realized gain/ (loss), net on derivatives
22
1,327,397
(1,264,750)
300,262
Gain from modification of loans
12
—
1,828,959
—
Loss on debt extinguishment
12
(1,383,768)
—
—
Foreign exchange gain/ (loss)
872,531
(746,562)
672,969
Total other expenses
(39,579,149)
(54,081,703)
(55,871,898)
Profit for the year
122,951,543
108,863,270
145,251,024
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement of post-employment benefit obligations
1,010
(6,005)
(1,302)
Total comprehensive income for the year
122,952,553
108,857,265
145,249,722
Earnings per share – basic & diluted
17
3.77
3.38
4.51
Weighted average no. of shares – basic & diluted
17
32,575,740
32,194,108
32,194,108
The accompanying notes are an integral part of these consolidated financial statements.
6
Consolidated statements of financial position as of December 31, 2025 and 2024
(amounts expressed in U.S. Dollars)
NOTES
2025
2024
ASSETS
Non-current assets
Vessels, net
7
922,117,179
958,597,520
Advances for acquisition of vessels
7
38,894,251
—
Other fixed assets
7
58,332
80,206
Derivative financial instruments
22
120,638
—
Restricted cash
4,510,000
4,510,000
Total non-current assets
965,700,400
963,187,726
Current assets
Inventories
6
17,273,715
24,341,665
Trade and other receivables
85,091,040
39,755,029
Claims receivable
18
320,097
242,576
Prepaid expenses and other current assets
6,466,709
4,794,022
Current accounts due from related parties
13
6,286,469
—
Derivative financial instruments
22
1,470,326
—
Current portion of restricted cash
1,399,243
434,927
Cash & cash equivalents
116,636,741
49,343,664
Total current assets
234,944,340
118,911,883
TOTAL ASSETS
1,200,644,740
1,082,099,609
SHAREHOLDERS’ EQUITY & LIABILITIES
Shareholders’ equity
Share capital
14
36,129
32,890
Additional paid-in capital
14
124,891,132
14,501,517
Treasury shares
14
(4,583,929)
(4,583,929)
Other reserves
(34,903)
(35,913)
Retained earnings
452,782,809
400,512,351
Total shareholders’ equity
573,091,238
410,426,916
Non-current liabilities
Long-term borrowings, net of current portion
12
470,583,980
598,957,333
Retirement benefit obligations
61,629
44,795
Total non-current liabilities
470,645,609
599,002,128
Current liabilities
Trade payables
13,748,183
19,479,005
Accrued expenses and other current liabilities
8
8,643,793
5,909,316
Derivative financial instruments
22
—
62,500
Current accounts due to related parties
13
—
530,030
Current portion of long-term borrowings
12
134,515,917
46,689,714
Total current liabilities
156,907,893
72,670,565
TOTAL LIABILITIES
627,553,502
671,672,693
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES
1,200,644,740
1,082,099,609
The accompanying notes are an integral part of these consolidated financial statements.
7
Consolidated statements of changes in equity for the years ended December 31, 2025, 2024 and 2023
(amounts expressed in U.S. Dollars, except for number of shares)
ADDITIONAL
PAID IN
NUMBER OF
SHARE
CAPITAL
TREASURY
OTHER
RETAINED
Notes
SHARES
CAPITAL
(NOTE 15)
SHARES
RESERVES
EARNINGS
TOTAL
Balance – January 1, 2023
32,194,108
32,890
280,424,849
(4,583,929)
(28,606)
146,398,057
422,243,261
Profit for the year
—
—
—
—
—
145,251,024
145,251,024
Capital distribution ($4.95 per share)
15
—
—
(159,360,835)
—
—
—
(159,360,835)
Other comprehensive loss for the year
—
—
—
—
(1,302)
—
(1,302)
Balance – December 31, 2023
32,194,108
32,890
121,064,014
(4,583,929)
(29,908)
291,649,081
408,132,148
Profit for the year
15
—
—
—
—
—
108,863,270
108,863,270
Capital distribution ($3.31 per share)
—
—
(106,562,497)
—
—
—
(106,562,497)
Other comprehensive loss for the year
15
—
—
—
—
(6,005)
—
(6,005)
Balance – December 31, 2024
32,194,108
32,890
14,501,517
(4,583,929)
(35,913)
400,512,351
410,426,916
Profit for the year
—
—
—
—
—
122,951,543
122,951,543
Dividends declared ($2.12 per share)
15
—
—
—
—
—
(70,681,085)
(70,681,085)
Other comprehensive income for the year
—
—
—
—
1,010
—
1,010
Common share issuance, net of offering
expenses
3,239,436
3,239
110,389,615
—
—
—
110,392,854
Balance – December 31, 2025
35,433,544
36,129
124,891,132
(4,583,929)
(34,903)
452,782,809
573,091,238
The accompanying notes are an integral part of these consolidated financial statements.
8
Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023
(all amounts expressed in U.S. Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Notes
2025
2024
2023
Profit for the year
122,951,543
108,863,270
145,251,024
Adjustments to reconcile profit to net cash provided by operating
activities:
Depreciation and amortization
7
41,440,551
41,134,237
40,382,628
Interest expense
21
42,153,588
53,628,356
58,680,985
Amortization of loan financing fees and modification gain
12
1,246,265
2,263,416
1,994,191
Unrealized (gain)/ loss, net on derivatives
22
(1,653,464)
291,873
(20,135)
Interest income
21
(2,191,740)
(3,445,203)
(4,104,564)
Other non-cash items
1,010
(6,005)
(43,323)
Loss on debt extinguishment
12
1,383,768
—
—
Gain from modification of loans
12
—
(1,828,959)
—
Unrealized foreign exchange (gain)/ loss
(1,834,591)
907,110
(712,765)
Total reconciliation adjustments
80,545,387
92,944,825
96,177,017
Changes in working capital:
Trade and other receivables
(45,321,044)
17,674,147
(5,853,175)
Prepaid expenses and other current assets and non - current assets
(1,672,687)
(1,902,362)
(824,682)
Inventories
7,067,950
1,012,352
(8,343,486)
Trade payables
(5,973,333)
(4,470,575)
10,958,162
Accrued expenses and other current liabilities
2,782,144
2,398,299
(530,625)
Deferred revenue
—
—
(4,255,500)
Claims receivable
(77,521)
(127,048)
(7,137)
Due to related parties
13
(530,030)
(129,944)
659,974
Due from related parties
13
(6,286,469)
—
449,629
Total changes in working capital
(50,010,990)
14,454,869
(7,746,840)
Interest paid
(42,184,422)
(53,444,573)
(59,649,091)
Net cash provided by operating activities
111,301,518
162,818,391
174,032,110
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in restricted cash
—
1,449,925
2,032,927
Increase in restricted cash
(964,316)
(1,500,000)
—
Payments for special survey and drydocking costs
(3,416,523)
(11,189,402)
(3,306,052)
Payments for vessels and advances for acquisition of vessels
(40,193,651)
—
—
Interest received
2,154,731
3,299,288
2,233,711
Net cash (used in)/ provided by investing activities
(42,419,759)
(7,940,189)
960,586
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
12
195,000,000
199,260,000
197,000,000
Repayments of long-term borrowings
12
(236,857,084)
(246,117,877)
(243,355,165)
Capital distribution
14
—
(106,562,497)
(159,360,835)
Dividends paid
14
(70,681,085)
—
—
Payment of long-term borrowing fees
12
(1,300,000)
(1,259,319)
(1,350,000)
Net proceeds from common share issuance
14
110,392,854
—
—
Net cash used in financing activities
(3,445,315)
(154,679,693)
(207,066,000)
Effects of exchange rate changes of cash held in foreign currency
1,856,633
(847,236)
719,818
Net change in cash and cash equivalents
65,436,444
198,509
(32,073,304)
Cash and cash equivalents at beginning of year
49,343,664
49,992,391
81,345,877
Cash and cash equivalents at end of year
116,636,741
49,343,664
49,992,391
Supplemental cash flow information
Capital expenditures included in trade payables
2,005,728
1,242,578
803,751
The accompanying notes are an integral part of these consolidated financial statements.
9
Notes to the Consolidated Financial Statements
1.
Incorporation and General Information
Okeanis Eco Tankers Corp. (“OET,” the “Company” or “Okeanis Eco Tankers” and together with its wholly owned subsidiaries,
the “Group”) was incorporated on April 30, 2018 as a corporation under the laws of the Republic of the Marshall Islands having its
registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960.
Glafki Marine Corp. (“Glafki”), owned by Messrs. Ioannis and Themistoklis Alafouzos, were the controlling shareholders of OET
until June 2022. In June 2022, the voting interests of Mr. Themistoklis Alafouzos were transferred to Hospitality Assets Corp.
(“Hospitality”) and as of June 2022, Glafki and Hospitality, each owned by Messrs. Ioannis and Themistoklis Alafouzos, respectively,
collectively hold a controlling interest in OET.
Glafki and Hospitality, as of December 31, 2025, own 31.1% and 18.8% of the Company’s outstanding common shares,
respectively.
The Group, as of December 31,2025, owns or bareboat charters-in under a finance lease fourteen vessels and had entered into
memoranda of agreement for two additional vessels under construction. The principal activity of its subsidiaries is to own, charter-out
and operate tanker vessels in the international shipping market.
The consolidated financial statements comprise the financial statements of the Group.
The Company traded on the Euronext Growth Oslo (ex-Merkur Market) from July 3, 2018 until March 8, 2019, when it was then
admitted for trading on the Euronext Expand (ex-Oslo Axess). On January 29, 2021, the Company transferred its listing from
Euronext Expand to Euronext Oslo Børs.
On December 11, 2023, the Company’s common shares began trading on the New York Stock Exchange (“NYSE”),
simultaneously with their trading on the Oslo Børs, which is currently considered as the Company’s secondary listing.
As at December 31, 2025 the Group comprises the following companies:
   
 
Date of
   
 
Acquisition of
   
 
Interest by
   
Company name
OET
Incorporated
Interest held by OET
Therassia Marine Corp.
28-Jun-18
Liberia
100
%
Milos Marine Corp.
28-Jun-18
Liberia
100
%
Ios Maritime Corp.
28-Jun-18
Liberia
100
%
Omega One Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Two Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Three Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Four Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Five Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Six Marine Corp.
9-Oct-19
Marshall Islands
100
%
Omega Seven Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Nine Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Ten Marine Corp.
9-Oct-19
Marshall Islands
100
%
Omega Eleven Marine Corp.
28-Jun-18
Marshall Islands
100
%
Omega Twelve Marine Corp.
25-Nov-25
Marshall Islands
100
%
Omega Fourteen Marine Corp.
25-Nov-25
Marshall Islands
100
%
Nellmare Marine Ltd
28-Jun-18
Marshall Islands
100
%
Anassa Navigation S.A.
28-Jun-18
Marshall Islands
100
%
Arethusa Shipping Ltd.
28-Jun-18
Marshall Islands
100
%
Moonsprite Shipping Corp.
28-Jun-18
Marshall Islands
100
%
Theta Navigation Ltd
15-Jun-21
Marshall Islands
100
%
Ark Marine S.A.
15-Jun-21
Marshall Islands
100
%
OET Chartering Inc.
28-Jun-18
Marshall Islands
100
%
Okeanis Eco Tankers Corp.
—
Marshall Islands
—
10
2.
Basis of Preparation and statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements are presented in United States Dollars ($) since this is the currency in which the majority of
the Group’s transactions are denominated, thus the United States Dollar is the Group’s functional and presentation currency.
The consolidated financial statements have been prepared on the historical cost basis, except for derivatives measured at their fair
value.
The consolidated financial statements have been prepared on a going concern basis as the directors have, at the time of approving
the financial statements, reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future.
The Group’s annual consolidated financial statements were approved and authorized for issue by the Board of Directors on March
20, 2026.
3.
Basis of Consolidation
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statements of profit or loss and other comprehensive income from the date the Company gains control until the date it
ceases to control the subsidiary.
Control is achieved when the Company:
•
has power over the investee;
•
is exposed, or has rights, to variable returns from its involvement with the investee; and
•
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above.
4.
Summary of Material Accounting Policies
Use of estimates
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of
the consolidated financial statements, and the stated amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Vessel revenue recognition
Revenues are generated from time charter and voyage charter agreements.
Under a voyage charter agreement, the vessel transports a specific agreed-upon cargo for a single voyage which may include
multiple load and discharge ports. The consideration is determined on the basis of a freight rate per metric ton of cargo carried, or on a
lump sum basis. The voyage charter agreement generally has a minimum amount of cargo. The charterer is liable for any short loading
of cargo or “dead” freight. The voyage charter agreement generally has standard payment terms, where freight is paid within certain
days after the completion of discharge. The voyage charter agreement generally has a “demurrage” or “despatch” clause. The
considerations received under the demurrage and despatch clauses are considered variable consideration and are recognized at contract
inception and the estimates of initial recognition are updated throughout the period of the voyage charter agreement.
11
The consideration received under the demurrage clause represents damages paid to the shipowner for exceeded laytime (i.e., the
charterer exceeds the amount of time specified in the contract for loading or discharging the cargo from the vessel, or both).
Conversely, the shipowner may be required to pay despatch fees to the charterer as incentive for loading or discharging cargo in
less time (i.e., for reducing the time a vessel must spend in port loading or discharging cargo). The consideration received/paid under
the demurrage and despatch clauses is calculated based on the number of days the charterer exceeds/reduces the loading/discharging
time multiplied by the daily rate which is based on specific terms of the voyage charter agreement.
Management makes a detailed assessment of demurrage and despatch amount expected to be received/ paid which is included in
revenue only to the extent that it is highly probable that the amount will be collectible and not be subject to a significant reversal.
In a voyage charter agreement, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The
Group determined that its voyage charter agreements consist of a single performance obligation of transporting the cargo within a
specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and as a result revenue is
recognized on a straight-line basis over the voyage days.
The voyage charter agreements are considered service contracts which fall under the provisions of IFRS 15, because the Group as
shipowner retains control over the operations of the vessel, such as directing the routes taken or the vessel’s speed.
Under a voyage charter agreement, the Group bears all voyage related costs such as fuel costs, port charges and canal tolls, as
applicable.
Under a time charter agreement, the vessel is hired by the charterer for a specified period of time in exchange for consideration
which is usually based on a daily hire rate. In addition, certain of the Group’s time charter arrangements may, from time to time,
include profit-sharing clauses, arising from the sharing of earnings together with third parties and the allocation to the Group of such
earnings based on a predefined methodology. Subject to any restrictions in the time charter agreement, the charterer has the full
discretion over the ports visited, shipping routes and vessel speed. The time charter agreement generally provides typical warranties
regarding the speed and performance of the vessel. The time charter agreement generally has some owner- protective restrictions such
that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carries only
lawful or non-hazardous cargo. In a time charter agreement, the Group is responsible for all the costs incurred for running the vessel
such as crew costs, vessel insurance, repairs and maintenance and lubricants. The charterer bears the voyage-related costs such as
bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in advance of the
upcoming period of the agreement. Under a time charter agreement, the hire rate per the charter agreement has two components: the
lease component and the service component relating to the vessel operating costs. Each component is accounted for in accordance
with the applicable accounting standard. The revenue in relation to the lease component of the agreements is accounted for under
IFRS 16
Leases
. The revenue in relation to the service component relates to vessel operating expenses, which include expenses that
are paid by the vessel owner such as management fees, crew wages, provisions and stores, technical maintenance and insurance
expenses. These costs are essential to operating a charter and the charterers receive the benefit of these when the vessel is used during
the contracted time and, therefore, these costs are accounted for in accordance with the requirements of IFRS 15
Revenue from
Contracts with Customers
. This revenue is recognized “over time” as the customer (i.e., the charterer) is simultaneously receiving and
consuming the benefits of the service. Revenue from time charter agreements is recognized on a straight-line basis over the duration of
the time charter agreement. The lease period begins when the vessel is delivered to the charterer and continues until it is redelivered to
the Group. In case of a time charter agreement with contractual changes in rates throughout the term of the agreement, any differences
between the actual and the straight-line revenue in a reporting period is recognized as a straight-line asset or liability and reflected
under current assets or current liabilities, respectively, in the consolidated statement of financial position.
Address commissions are discounts provided to charterers under time and voyage charter agreements. Brokerage commissions are
commissions payable to third-party chartering brokers for commercial services rendered. Both address and brokerage commissions are
recognized on a straight-line basis over the duration of the voyage or the time charter period, and are reflected under Revenue and
Commissions, respectively, in the consolidated statements of profit or loss and other comprehensive income.
Deferred revenue represents revenue collected in advance of being earned. The portion of deferred revenue, which is recognized
in the next twelve months from the consolidated statements of financial position date, is classified under current liabilities in the
consolidated statements of financial position.
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Voyage expenses
Voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to a
particular voyage, and are recognized as incurred. Under time charter arrangements, voyage expenses are paid by charterers, except
when off-hire.
Management believes that mobilization of a vessel from a previous port of discharge to a subsequent port of loading does not
result in a separate benefit for charterers and that the activity is thus incapable of being distinct. This activity is considered to be a
required set-up activity to fulfill the contract. Consequently, positioning and repositioning fees and associated expenses should be
recognized over the period of the contract to match the recognition of the respective hire revenues realized, and not at a certain point
in time following the adoption of IFRS 15 Revenue from Contracts with Customers. All other voyage expenses are expensed as
incurred, with the exception of commissions, which are also recognized on a pro-rata basis over the duration of the period of the time
and voyage charter. Bunkers’ consumption included in voyage expenses include bunkers consumed during vessels’ unemployment
and off - hire days.
Vessel operating expenses
Vessel operating expenses comprise all expenses relating to the operation of the vessel under time and voyage charter agreements,
including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables and miscellaneous expenses. Vessel
operating expenses are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses.
The majority of the Group’s operating expenses (such as crew costs, spares, stores, insurances, repairs, surveys,
telecommunication and various other expenses) are paid on behalf of the vessels by Kyklades Maritime Corporation (“KMC”).
Trade and other receivables
Trade receivables include estimated recoveries from hire and freight billings to charterers, net of any provision for doubtful
accounts, as well as interest receivable from time deposits. Trade receivables are written off when there is no reasonable expectation
of recovery, such as in cases of bankruptcy or protracted default, after all reasonable recovery efforts have been exhausted.
At each statement of financial position date, the Group assesses its potential expected credit losses (“ECLs”) in accordance with
IFRS 9. The simplified approach is applied to trade and other receivables and the Group recognizes ECLs on trade receivables. Under
the simplified approach, the loss allowance is always equal to ECLs. As of December 31, 2025 and 2024, the Group performed the
respective exercise and concluded that the expected credit losses calculated were immaterial.
As of December 31, 2025, trade and other receivables’ fair value approximates their carrying amount.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as non-current liabilities.
Deferred financing costs
Fees incurred for obtaining new borrowings or refinancing existing facilities such as arrangement, structuring, legal and agency
fees are deferred and classified against long-term borrowings in the consolidated statements of financial position. Any fees incurred
for borrowing facilities not yet advanced, but it is considered certain that they will be drawn down, are deferred and classified under
non-current assets in the consolidated statements of financial position. These fees are classified against long-term borrowings on the
loan drawdown date.
Deferred financing costs are deferred and amortized over the term of the relevant borrowing using the effective interest method,
with the amortization expense reflected under interest and finance costs in the consolidated statements of profit or loss and other
comprehensive income. Any unamortized deferred financing costs related to borrowings which are either fully repaid before their
scheduled maturities or related to borrowings extinguished are written-off in the consolidated statements of profit or loss and other
comprehensive income.
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Vessels and depreciation
Vessels are stated at cost, which comprises vessels’ contract price, major improvements, and direct delivery and acquisition
expenses less accumulated depreciation and any impairment. Depreciation is calculated on a straight-line basis over the estimated
useful life of the vessels, after considering their estimated residual value. Each vessel’s residual value is equal to the product of its
lightweight tonnage and its estimated scrap rate. The scrap rate is estimated to be approximately $400 per ton of lightweight steel. The
Group currently estimates the useful life of each vessel to be 25 years from the date of original construction.
Special survey and drydocking costs
At the time of a vessel’s delivery from the shipyard, the estimated cost of the first special survey/drydocking is identified and
capitalized as a separate component of the vessel’s cost. This component is depreciated over the period to the next scheduled special
survey, which is generally five years. Subsequent special survey and drydocking costs are capitalized as a separate component of
vessel cost. These costs are capitalized when incurred and depreciated over the estimated period to the next scheduled special
survey/drydocking. The Group’s vessels are required to undergo special survey/drydocking approximately every 5 years, until a vessel
reaches 10 years of age, after which a vessel is required to be specially surveyed/drydocked approximately every
2.5 years. If a special
survey or drydocking is performed prior to the scheduled date, any remaining balances are written-off and reflected in depreciation
and amortization in the statements of profit or loss and other comprehensive income.
Impairment of vessels, vessels under construction and right-of-use assets
The Group assesses at each reporting date whether there are any indications that the carrying amounts of the vessels, vessels
under construction and right-of-use assets may not be recoverable. If such an indication exists, and where the carrying amount exceeds
the estimated recoverable amount, the vessels, vessels under construction and right-of-use assets, are written down to their recoverable
amount. The recoverable amount is the greater of fair value less costs to sell and value-in-use. The fair value less costs to sell is the
amount obtainable from the sale of a vessel in an arm’s length transaction, less any associated costs of disposal. In assessing value-in-
use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments
of the time value of money and the risks specific to the vessels.
Advances for vessels under construction
Advances for vessels under construction comprise the cumulative amount of instalments paid to shipyards for vessels under
construction, other pre-delivery expenses directly related to the construction of the vessel and capitalized interest at the statements of
financial position date. On delivery of a vessel, the balance is transferred to vessels, net, in the consolidated statements of financial
position.
Vessels held for sale and discontinued operations
Vessels are classified as current assets in the statements of financial position when their carrying amount will be recovered
through a sale transaction rather than continuing use. A vessel is classified as held for sale when it is available for immediate sale in its
present condition and the sale is highly probable.
A highly probable sale implies that, management is committed to a plan to sell the vessel and the plan has been initiated and,
further, that the Company is actively seeking to locate a buyer. The vessel must be actively marketed for sale at a reasonable price and
the sale is expected to be completed within one year from the date of classification as held for sale.
Vessels classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.
A discontinued operation is a component of the Company’s business that represents a separate major line of business or
geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to
resale. Classification as a discontinued operation occurs upon disposal. When an operation is classified as a discontinued operation,
the comparative statements of profit or loss and other comprehensive income is presented as if the operation had been discontinued
from the start of the comparative period.
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Foreign currency translations
The functional currency of the Company and its subsidiaries is the U.S. dollar because the vessels operate in international
shipping markets, which primarily transact business in U.S. dollars. Transactions denominated in foreign currencies are converted into
U.S. dollars and are recorded at the exchange rate in effect at the date of the transactions. For the purposes of presenting these
consolidated financial statements, monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the
rate of exchange prevailing at the consolidated statement of financial position date. Any resulting foreign exchange differences are
reflected under foreign exchange gain/(loss) in the consolidated statement of profit or loss and other comprehensive income. The
Company presents its consolidated financial statements in U.S. dollars.
Interest-bearing borrowings
Borrowings are initially recognized at fair value, being the fair value of the consideration received net of issue costs associated
with the borrowing. After initial recognition, interest-bearing borrowings are subsequently measured at amortized cost using the
effective interest method and classified as current and non-current based on their repayment profile. The Company derecognizes a
borrowing when it is repaid or refinanced (in case of the latter, when its terms are modified and the cash flows of the modified
borrowing liability are substantially different, the new liability is being recognized based on the modified terms and is recognized at
fair value).
Vessels with an aggregate carrying amount of $922,117,179 as of December 31, 2025 (December 31, 2024: $702,526,997) have
been pledged as collateral under the terms of the Group’s credit facilities (Note 12).
Cash and cash equivalents
The Group considers highly liquid investments such as time deposits and certificates of deposit with original maturities of three
months or less to be cash equivalents. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist
of cash and cash equivalents as defined above.
Restricted cash
Restricted cash represents pledged cash deposits or minimum liquidity to be maintained with certain banks under the Group’s
borrowing arrangements. In the event that the borrowing relating to such deposits is expected to be terminated within the next
twelve months from the statements of financial position date, they are classified under current assets otherwise they are classified as
non-current assets on the statements of financial position. The Group classifies restricted cash separately from cash and cash
equivalents in the consolidated statements of financial position. Restricted cash does not include general minimum liquidity
requirement.
Segment Information
The Group evaluates its vessels’ operations and financial results, principally by assessing their revenue generation, and not by the
type of vessel, employment, customer or type of charter. Among others, Earnings before Interest, Tax, Depreciation and Amortization
(“EBITDA”), Operating expenses (“Opex”) and Gross profit (or otherwise referred to as “Time Charter Equivalent”), are used as key
performance indicators. The CEO, who is the chief operating decision maker, reviews these performance metrics of the fleet in
aggregate, and thus, the Group has determined that it operates under one reportable segment, that of operating tanker vessels
transporting crude oil. Furthermore, due to the international nature of oil transportation, the vessels’ employability is on a worldwide
scale, subject to restrictions as per the charter agreement, and, as a result, the Company discloses the revenue generated per continent,
based on the Company’s customers’ headquarters.
Inventories
Inventories consist of bunkers, lubricating oils, urea and other items including stock provisions remaining on board and are owned
by the Group at the end of each reporting period. Inventories are stated at the lower of cost and net realizable value. Cost is determined
using the first-in, first-out method. For an analysis of inventories as of December 31, 2025 and 2024, refer to Note 6.
Cash flow statement policy
The Group uses the indirect method to report cash flows from operating activities.
15
Earnings per share
Basic earnings per share is calculated by dividing profit attributable to common stock holders by the weighted average number of
common shares outstanding. Diluted earnings per share is calculated by adjusting profit attributable to common stock holders and the
weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive
shares. Such dilutive common shares are excluded when the effect would be to reduce a loss per share or increase earnings per share.
The Group applies the if-converted method when determining diluted earnings per share.
This requires the assumption that all securities or contracts to issue common shares have been exercised or converted into
common shares at the beginning of the period or, if not in existence at the beginning of the period, the date of the issue of the financial
instrument or the granting of the rights by which they are granted. Under this method, once potential common shares are converted
into common shares during the period, the dividends, interest and other expense associated with those securities or contracts to issue
common shares will no longer be incurred. The effect of conversion, therefore, is to increase income attributable to common
shareholders as well as the number of shares issued. Conversion will not be assumed for purposes of computing diluted earnings per
share if the effect would be anti-dilutive. Common shares held in treasury are not deemed outstanding.
Employee compensation — personnel
Employee compensation is recognized as an expense, unless the cost qualifies to be capitalized as an asset. Defined contribution
plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory,
contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s
contributions are recognized as employee compensation expenses when they are due.
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated
liability of annual leave as a result of services rendered by employees up to the consolidated statements of financial position date.
Termination benefits are those benefits which are payable when employment is terminated before the normal retirement date, or
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when
it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits
falling due more than 12 months after the statement of financial position date are discounted to present value.
Pension and retirement benefit obligations — crew
Crew on board is employed under short-term contracts (usually up to nine months) and, accordingly, the Group is not liable for
any pension or other retirement benefits.
Taxation
A non-U.S. corporation such as the Company and its subsidiaries generally is subject to a 2% U.S. federal income tax (the
“freight tax”) in respect of gross shipping income earned from voyages to or from the U.S. However, a corporation that qualifies for
the benefits of Section 883 of the U.S. Internal Revenue Code (which depends, in part, on the ownership of the corporation) is exempt
from this tax. The Group intends to take the position that it qualified for the Section 883 exemption in 2025, and therefore, that the
freight tax should not be owed for such year. However, the freight tax could be owed in future years due to a change in circumstances.
All companies comprising the Group are not subject to any other tax on international shipping income since their countries of
incorporation do not impose such taxes. The Group’s vessels are subject to registration and tonnage taxes, which are included under
vessel operating expenses in the consolidated statements of profit or loss and other comprehensive income.
Equity
The Company has one class of common stock outstanding. All the shares rank in parity with one another. Each common share
carries the right to one vote in a meeting of the shareholders and all common shares are otherwise equal in all respects.
The Company’s share capital consists of 500,000,000 common shares, par value $0.001 per share, and 100,000,000 preferred
shares, par value of $0.001 per share. The Company’s issued and outstanding share capital is represented by 35,433,544 common
shares, par value $0.001 per share as of December 31, 2025. In addition, as of December 31, 2025 and as of the date of this report, OET
holds 695,892 common shares in treasury (which are not deemed outstanding) amounting to $4,583,929, measured at cost.
16
Dividends and capital distributions to shareholders are recognized in shareholder’s equity in the period when they are authorized.
Share buybacks are recognized when they occur.
Treasury shares
Common share repurchases are recorded at cost based on the settlement date of the transaction. These shares are classified as
treasury shares, which is a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but
excluded from outstanding shares.
Provisions and contingencies
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is
probable that an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate of
the amount of the obligation can be made.
Provisions are reviewed at each consolidated statement of financial position date and adjusted to reflect the present value of the
expenditure expected to be required to settle the obligation. Contingent liabilities are not recognized in the consolidated financial
statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent
assets are not recognized in the consolidated financial statements but are disclosed when an inflow of economic benefits is probable.
Long-term Borrowings
Long-term borrowings are initially recognized at fair value, net of transaction costs. Subsequently, they are measured at amortized
cost using the effective interest rate (EIR) method. Any difference between the proceeds (net of transaction costs) and the settlement
of the borrowings is recognized in the consolidated statement of profit or loss over the term of the borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting period. Long-term borrowings also include arrangements such as sale and leaseback transactions
with an option or obligation to repurchase the asset. In such cases, the Group continues to recognize the asset and a financial liability
for the amount of the consideration received from the customer.
Modification of Long-term Borrowings
The Group accounts for modifications of financial liabilities in accordance with IFRS 9 “Financial Instruments”. A financial
liability is considered modified when the contractual terms of the loan are renegotiated or amended without leading to derecognition.
Non-substantial Modification
If the modification of a financial liability is non-substantial (i.e., does not result in a significant change in contractual terms), the
liability is not derecognized. Instead:
•
The carrying amount of the liability is adjusted to the present value of the modified future cash flows, discounted at the
original effective interest rate (EIR).
•
Any difference between the carrying amount before modification and the remeasured liability is recognized as a modification
gain or loss in profit or loss.
•
Any costs or fees incurred are adjusted against the carrying amount of the liability and amortized over the remaining term.
A modification is considered non-substantial when the discounted present value of the revised cash flows does not differ by more
than 10% from the carrying amount of the original liability.
Substantial Modification
A modification is deemed substantial if:
•
The revised contractual terms result in a significant change in the liability’s terms, or
17
•
The 10% test (quantitative assessment) indicates a significant difference.
If a substantial modification occurs:
•
The original financial liability is derecognized, and a new financial liability is recognized at fair value.
•
The difference between the carrying amount of the original liability and the fair value of the new liability is recognized in
profit or loss.
•
Any costs or fees incurred in the modification are included in the calculation of the gain or loss upon derecognition.
Fair value of financial assets and liabilities
The definitions of the levels, provided by IFRS 13 Fair Value Measurement, are based on the degree to which the fair value is
observable.
•
Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.
•
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
•
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
are not based on observable market data (unobservable inputs).
Cash and cash equivalents and restricted cash are considered Level 1 financial instruments. Variable rate long-term borrowings
and derivative financial instruments are considered Level 2 financial instruments. There are no financial instruments in Level 3, nor
any transfers between fair value hierarchy levels during the periods presented.
The carrying amounts reflected in the consolidated statements of financial position for cash and cash equivalents, restricted cash,
trade and other receivables, claims receivable, current accounts due from related parties and other current liabilities, approximate their
respective fair values due to the relatively short-term maturity of these financial instruments.
The fair value of variable rate long-term borrowings approximates their recorded value, due to their variable interest being the
U.S. dollar SOFR (that substituted LIBOR from July 1, 2023 onwards) and due to the fact that financing institutions have the ability to
pass on their funding cost to the Group under certain circumstances, which reflects their current assessed risk. The terms of the
Group’s long-term borrowings are similar to those that could be procured as of December 31, 2025. SOFR rates are observable at
commonly quoted intervals for the full term of the loans and hence variable rate long-term borrowings are considered Level 2
financial instruments.
Sale and leaseback transactions
If a vessel is sold and subsequently leased back by the Group, pursuant to a memorandum of agreement (MoA) and a bareboat
charter agreement, the Group determines when a performance obligation is satisfied in IFRS 15, to determine whether the transfer of a
vessel is accounted for as a sale. If the transfer of a vessel satisfies the requirements of IFRS 15 to be accounted for as a sale, the
Group measures the right-of- use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that
relates to the right of use retained and recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-
lessor. If the transfer of a vessel does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the Group continues to
recognize the transferred vessel and shall recognize a financial liability equal to the transfer proceeds. All of the Group lease financing
agreements as of December 31, 2025 and 2024 were of this type. Please refer to Note 12 for the description of the nature of these sale
and leaseback arrangements, general terms, covenants included, any variable payments, if any, as well as the purchase options and/or
obligations they provide for.
Leases
The Group as a Lessee
The Group is a lessee, pursuant to contracts for the lease of office space and a Company car.
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The Group assesses whether a contract is, or contains a lease, at inception of the contract applying the provisions of IFRS 16, and
recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,
except for instances where the Group makes use of the available practical expedients included in IFRS 16. These expedients relate to
short-term leases (defined as leases with a lease term of twelve months or less) or leases of low value assets. For these leases, the
Group continues to recognize the lease payments as an operating expense on a straight-line basis over the term of the lease, unless
another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing
rate.
The Group as a lessor
The Group enters into lease agreements as a lessor with respect to chartering out its vessels.
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are
classified as operating leases. Lease classification is made at the inception date and is reassessed only if there is a lease modification.
Changes in estimates (for example, changes in estimates of the economic life or of the residual value of the underlying asset), or
changes in circumstances (for example, default by the lessee), do not give rise to a new classification of a lease.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the asset and recognized on a straight-line
basis over the lease term. Amounts due from leases under finance leases are recognized as receivables at the amount of the Group’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return
on the Group’s net investment outstanding in respect of the leases.
When a lease agreement includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under
the agreement to each component.
The Group has determined that the lease component is the lease of a vessel and that the non-lease component comprises vessel
operating services provided in connection with the operation of the vessel, including technical management and related operating
services. The consideration in the contract is allocated to each separate lease and non-lease component based on the relative stand-
alone price of each component, in accordance with IFRS 15.
These components are accounted for as follows:
•
All fixed lease revenue earned under these lease agreements is recognized on a straight-line basis over the term of the lease
under IFRS 16.
•
The non-lease component is accounted for as services revenue under IFRS 15. This revenue is recognized “over time” as the
customer (i.e., the charterer) is simultaneously receiving and consuming the benefits of the service.
Derivative financial instruments — Interest rate swaps
The Group uses, from time-to time, interest rate swaps to economically hedge its exposure to interest rate risk arising from its
variable rate borrowings. Interest rate swaps are initially recognized at fair value on the consolidated statements of financial position
on the date the derivative contracts are entered into and are subsequently remeasured to their fair value at each reporting date. The fair
value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in fair value are
recognized in the consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and
other comprehensive income depends on the nature of the hedge relationship. Derivatives are presented as current or non-current
assets when their valuation is favourable to the Group and as current or non-current liabilities when unfavourable to the Group. Cash
outflows and inflows resulting from derivative contracts are presented as cash flows from operations in the consolidated statements of
cash flows. The Company has selected not to apply hedge accounting and records the effect from its interest rate swaps movement in
its consolidated statement of profit or loss.
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Derivative financial instruments — Forward Freight Agreements (FFAs)
The Group enters into FFAs to economically hedge its trading exposure in the spot market. FFAs are derivative financial
instruments initially recognized at fair value on the consolidated statements of financial position on the date the FFAs are entered into
and are subsequently remeasured to their fair value at each reporting date. Upon settlement, if the contracted charter rate is less than
the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to
pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate,
multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the
settlement rate, the buyer is required to pay the seller the settlement sum. The resulting changes in fair value are recognized in the
consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and effective as a
hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and other
comprehensive income depends on the nature of the hedge relationship. FFA derivatives are presented as current or non-current assets
when their valuation is favourable to the Group and as current or non- current liabilities when unfavourable to the Group.
Classification as current or non-current is determined based on the FFA’s maturities. Cash outflows and inflows resulting from
the FFAs are presented as cash flows from operations in the consolidated statements of cash flows. FFA derivatives are considered to
be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value Measurement. FFAs do not qualify for
hedge accounting and therefore unrealized gains or losses are recognized under Unrealized/realized gain/(loss), net on derivatives in
the consolidated statements of profit or loss and other comprehensive income.
Derivative financial instruments — Foreign Exchange Forward Swaps (FXSs)
The Group enters into FXSs to economically hedge its exposure to floating foreign exchange rates arising from the Group’s
exposure to Euro versus USD fluctuations. FXSs are initially recognized at fair value on the consolidated statement of financial
position on the date the derivative contracts are entered into and are subsequently re-measured to their fair value at each reporting
date. The fair value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in
fair value are recognized in the consolidated statements of profit or loss and other comprehensive income. FXSs are presented as
assets when their valuation is favorable to the Group and as liabilities when unfavorable to the Group. Cash outflows and inflows
resulting from FXSs derivative contracts are presented as cash flows from operations in the consolidated statement of cash flows.
Foreign exchange forward swap agreements are considered Level 2 financial instruments.
Interest income and finance cost
Interest income comprise interest receivable from available bank balances and short-term deposits. Financing costs comprise
interest payable on borrowings, various banks charges and bank related fees. Interest income and finance costs are recognized in the
consolidated statements of profit or loss and other comprehensive income, using the effective interest rate method, as they accrue.
Adoption of new and revised IFRS
Standards and interpretations effective in the current year
There are no IFRS standards and amendments effective in the current year that are expected to have a material effect on the
Group’s financial statements.
Standards and amendments in issue not yet effective
At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the
Group were in issue but not yet effective:
In April 2024, the IASB issued the new standard
IFRS 18 — Presentation and Disclosure in Financial Statements
, with the aim to
give investors more transparent and comparable information about companies’ financial performance through the introduction of three
sets of new requirements: improved comparability in the income statement; enhanced transparency of management-defined
performance measures; more useful grouping of information in the financial statements. The new standard will affect all companies
using IFRS Accounting Standards and will replace
IAS 1 — Presentation of Financial Statements
(while some of its requirements will
be carried forward in
IFRS 18
). The standard is effective on or after January 1, 2027 but early adoption is possible. Management is
currently assessing the impact this standard will have on its consolidated financial statements.
20
In May 2024, the IASB issued amendments to
IFRS 9 — Financial Instruments
and
IFRS 7 — Financial Instruments-Disclosure
,
to clarify the requirements for the timing of recognition and derecognition of certain financial assets and financial liabilities, including
a new exception for some financial liabilities settled through an electronic cash transfer system, and to assess contractual cash flow
characteristics of financial assets, including those with ESG-linked features. They also amended disclosure requirements relating to
investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for
financial instruments with contingent features that do not relate directly to basic lending risks and costs. The amendments are effective
for annual reporting periods beginning on or after January 1, 2026, but early adoption is possible. Management anticipates that this
amendment will not have a material impact on the Group’s financial statements.
In July 2024, the IASB published ‘
Annual Improvements to IFRS Accounting Standards — Volume 11’
. It contains amendments
to five standards as result of the IASB’s annual improvements project (
IFRS 1 — First-time Adoption of International Financial
Reporting Standards, IFRS 7 — Financial Instruments: Disclosures, IFRS 9 — Financial Instruments, IFRS 10 — Consolidated
Financial Statements, IAS 7 — Statement of Cash Flows
). The amendments are effective for annual reporting periods beginning on or
after January 1, 2026, with earlier application permitted. The Group is currently assessing the impacts from the adoption of those five
standards.
There are no other IFRS standards and amendments issued by but not yet effective that are expected to have a material effect on
the Group’s financial statements.
5.
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated
financial statements, and the stated amounts of revenues and expenses during the reporting period. Management evaluates whether
estimates should be in use on an ongoing basis by utilizing historical experience, consultancy with experts, and other methods it
considers reasonable in the particular circumstances. However, uncertainty about these assumptions and estimates could result in
outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future.
The key sources of estimation uncertainty are as follows:
Classification of lease contracts
The classification of the leaseback element of a sale and leaseback transaction as either an operating or a finance leaseback
requires judgment. The Group follows a formalized process to determine whether a sale of the vessel has taken place, in accordance
with the criteria established in IFRS 15. In this determination, an assessment of the nature of any repurchase options is made. The
outcome of the transaction (at option exercise dates in particular) may differ from the original assessment made at inception of the
lease contract.
Vessel lives and residual values
The carrying value of the vessels represents their original cost at the time of purchase, less accumulated depreciation and any
impairment. Vessels are depreciated to their residual values on a straight-line basis over their estimated useful lives. The estimated
useful life of 25 years is management’s best estimate, that remains unchanged compared to prior year. The residual value is estimated
as the lightweight tonnage of the vessel multiplied by a forecast scrap value per ton. The scrap value per ton is estimated using market
scrap prices, assuming a vessel is already of age, and its condition is as expected at the end of its useful life at the statement of
financial position date. The scrap rate is estimated to be approximately $400 per ton of lightweight steel.
An increase in the estimated useful life of a vessel or in its scrap value would have the effect of decreasing the annual
depreciation charge. A decrease in the useful life of a vessel or in its scrap value would have the effect of increasing the annual
depreciation charge.
When regulations place significant limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is
adjusted to end at the date such regulations become effective. The estimated salvage value of the vessel may not represent the fair
market value at any one time since market prices of scrap values tend to fluctuate.
21
Impairment of vessels
The Company evaluates the carrying amounts of the Group’s vessels to determine whether there is any indication that they have
suffered an impairment loss by considering both internal and external sources of information. If any such indication exists, their
recoverable amounts are estimated in order to determine the extent of the impairment loss, if any.
Likewise, if there is an indication that an impairment loss recognized in prior periods no longer exists or may have decreased, the
need for recognizing an impairment reversal is assessed by comparing the carrying amount of the vessels to the latest estimate of
recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in use. As part of this evaluation, the Company
considers both internal and external indicators of potential impairment, in accordance with IAS 36. Indicators of possible impairment
may include, but are not limited to, comparing the carrying amount of net assets to market capitalization, changes in interest rates,
changes in the technological, market, economic, or legal environments in which the Group operates, changes in forecasted charter
rates, and movements in external broker valuations. The Company also assesses whether any evidence suggests the obsolescence or
physical damage of the Group’s assets, whether the Group has any plans to dispose of an asset before the end of this estimated useful
life.
In assessing value-in- use, the estimated future cash flows are discounted to their present value, using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted. As part of the process of assessing the fair value less cost to sell for a vessel, the Group obtains valuations
from independent ship brokers on a quarterly basis or when there is an indication that an asset or assets may be impaired. If an
indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of
the vessel to the higher of the fair value less cost to sell and the value-in-use.
As of December 31, 2025 and 2024, the carrying amount of the vessels owned by the Group was lower than their respective fair
values, as estimated by management with consideration to independent brokers’ valuations. As a result, there were no events or
circumstances triggering the existence of potential impairment or reversal of impairment of its vessels.
Deferred drydocking costs
The Group recognizes drydocking costs as a separate component from the vessels’ carrying amounts and depreciates them on a
straight-line basis over the estimated period until the next drydocking of the vessels. If a vessel is disposed of before the next
scheduled drydocking, the remaining balance is written-off and forms part of the gain or loss recognized upon disposal of vessels in
the period when contracted. Vessels are estimated to undergo drydocking every 5 years after their initial delivery from the shipyard,
until a vessel reaches 10 years of age, and thereafter every 2.5 years to undergo special or intermediate surveys, for major repairs and
maintenance that cannot be performed while in operation. However, this estimate might be revised in the future. Management
estimates costs capitalized as part of the drydocking component at the time of a vessel’s delivery from the shipyard as costs to be
incurred during the first drydocking at the drydock yard for a special survey and parts and supplies used in making such repairs that
meet the recognition criteria, based on historical experience with similar types of vessels.
Climate and environmental risk factors
The Group might incur increased operating and maintenance costs to maintain the operational performance and superiority of its
vessels. These cost factors are taken into consideration when an indication of impairment arises, and included in the Group’s
discounted cash flows calculations. Management adjusts its cash flows, accordingly with the following:
•
an increase in its operating costs both for inflation, as well as extra operating costs associated with the vessels operating
effectiveness;
•
an increase associated with the vessels’ special surveys and future Drydock costs; and
•
an adjustment of its weighted average cost of capital calculation.
Management has concluded that its vessels’ carrying values, as well as their useful lives, have not been impaired.
22
6.
Inventories
Inventories are analyzed as follows:
   
As of December 31,
2025
2024
Bunkers
14,322,920
21,007,217
Lubricants
2,693,840
3,049,006
Provisions
256,955
285,442
Total
17,273,715
24,341,665
Inventories’ carrying values approximate their fair values as at the reporting date.
7.
Vessels, Net
Vessels, net are analyzed as follows:
   
   
Drydocking and
 
 
Vessels’ cost
special survey costs
Total
Cost
     
Balance – January 1, 2024
1,138,221,805
16,215,323
1,154,437,128
Fully amortized Drydock component
—
(6,000,000)
(6,000,000)
Additions
—
11,628,230
11,628,230
Balance - December 31, 2024
1,138,221,805
21,843,553
1,160,065,358
Fully amortized Drydock component
—
(1,600,000)
(1,600,000)
Additions
1,720,000
3,218,335
4,938,335
Balance - December 31, 2025
1,139,941,805
23,461,888
1,163,403,693
Accumulated Depreciation
     
Balance – January 1, 2024
(158,183,343)
(8,185,605)
(166,368,948)
Fully amortized Drydock component
—
6,000,000
6,000,000
Depreciation charge for the year
(37,494,282)
(3,604,608)
(41,098,890)
Balance - December 31, 2024
(195,677,625)
(5,790,213)
(201,467,838)
Fully amortized Drydock component
—
1,600,000
1,600,000
Depreciation charge for the year
(37,111,815)
(4,306,861)
(41,418,676)
Balance - December 31, 2025
(232,789,440)
(8,497,074)
(241,286,514)
Net Book Value – December 31, 2024
942,544,180
16,053,340
958,597,520
Net Book Value – December 31, 2025
907,152,365
14,964,814
922,117,179
Vessels with an aggregate carrying amount of $922,117,179 as of December 31, 2025 (December 31, 2024: $702,526,997) have
been secured under the Group’s credit facilities through, among other things, first priority mortgages.
In the year ended December 31, 2025, the Group drydocked its Suezmax vessels,
Nissos Sifnos
and
Nissos Sikinos
, for their first
five-year scheduled special survey. The drydock cost amounted to $1.5 million for each of the
Nissos Sifnos
and
Nissos
Sikinos
,
respectively. In addition, during the same drydockings, each vessel was fitted with a shaft generator at a cost of $0.9 million per
vessel.
In the year ended December 31, 2024, the Group drydocked its VLCC vessels, for their first five-year scheduled special survey.
The drydock cost amounted to $2.1 million for
Nissos Despotiko
, $2.0 million for
Nissos Donoussa
, $1.8 million for
Nissos Kythnos
,
and $1.9 million for each of
Nissos Rhenia
,
Nissos Keros
and
Nissos Anafi
.
Depreciation and amortization for the years ended December 31, 2025, 2024 and 2023 amounted to $41,418,676, $41,098,890
and $40,337,658, respectively.
Other Fixed Assets
   
As of December 31,
2025
2024
Right-of-Use assets
58,332
80,206
Total
58,332
80,206
23
The Group has recognized Right-of-Use assets, pursuant to contracts for the lease of office space and a Company car. For the year
ended December 31, 2025, 2024 and 2023, the Group recorded an amount of $21,874, $35,347 and $44,970, respectively as
depreciation expense with regards to Right-of-Use assets recognized.
Advances for acquisition of vessels
Advances for acquisition of vessels are analyzed as follows:
   
Balance – January 1, 2025
—
Additions during the period
38,894,251
Balance – December 31, 2025
38,894,251
On November 7, 2025 the Company agreed to acquire from an unaffiliated third party, the Hull No. H5102 and the Hull No.
H5103 which were named
Nissos Piperi
and
Nissos Serifopoula
upon their respective deliveries, for a purchase price of $97.0 million
each and that were delivered to the Company on January 8, 2026 and January 14, 2026 respectively. Part of the purchase price of the
vessels amounting to $38.8 million and additional predelivery expenses were already paid in 2025 and presented as of December 31,
2025 in advances for acquisition of vessels in the accompanying consolidated statement of financial position. The Company incurred
$94,251 of additional predelivery expenses. The subsidiaries that own these vessels are wholly owned by OET.
8.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities are analyzed as follows:
   
As of December 31,
2025
2024
Accrued payroll related taxes
11,138
15,176
Accrued voyage expenses
91,710
1,869,834
Accrued loan interest
1,788,128
1,818,963
Accrued social insurance contributions
201,383
184,341
Accrued operating expenses
1,486,172
2,001,847
Accrued EU ETS liabilities
5,053,220
—
Other accrued expenses
12,042
19,155
Total
8,643,793
5,909,316
9.
Vessel Operating Expenses
Vessel operating expenses are analyzed as follows:
   
For the year ended December 31,
2025
2024
2023
Crew costs
26,130,171
23,963,712
25,824,142
Insurances
3,269,961
3,213,131
3,273,552
Stores
3,753,532
3,798,246
1,874,962
Spares
3,765,560
3,139,300
2,556,623
Repairs and surveys
1,983,375
1,964,837
2,188,650
Flag expenses
1,057,825
875,347
643,661
Lubricants
2,881,776
3,225,877
3,250,710
Telecommunication expenses
574,140
397,166
450,040
Miscellaneous expenses
1,824,107
1,856,642
1,679,945
Total
45,240,447
42,434,258
41,742,285
10. Voyage Expenses
Voyage expenses are analyzed as follows:
   
For the year ended December 31,
2025
2024
2023
Port expenses
32,112,985
34,691,410
30,385,334
Bunkers
81,441,896
88,717,067
76,215,708
Other voyage expenses
8,315,703
3,787,828
2,958,197
Total
121,870,584
127,196,305
109,559,239
24
11. General and Administrative expenses
General and administrative expenses are analyzed as follows:
   
For the year ended December 31,
2025
2024
2023
Employee costs
8,466,935
7,665,227
5,816,591
Directors’ fees and expenses
1,029,845
1,200,219
906,598
Professional fees
1,909,549
1,625,369
2,032,332
Other expenses
198,571
420,047
1,177,852
Total
11,604,900
10,910,862
9,933,373
Insurance cover, for certain directors and executives of the Group, in respect to their potential liability towards the Group and
third parties for the years ended December 31, 2025, 2024 and 2023, amounted to $483,547, $481,696 and $387,864, respectively.
12. Long-Term Borrowings
The Group has entered into borrowing agreements which are analyzed as follows:
   
   
Outstanding
     
   
Loan
   
Applicable
   
Balance as of
Unamortized
 
Interest Rate
   
December 31,
Deferred
Financing
Outstanding Net of
(SOFR(S)+
Loan Facility
Vessel
2025
Fees
Loan Financing Fees
Margin)
$34.7 Million Secured Term Loan
         
Facility
Milos
29,625,000
120,023
29,504,977
S+1.75
%
$31.1 Million Secured Term Loan
         
Facility
Poliegos
26,443,500
216,741
26,226,759
S+1.60
%
$113.0 Million Secured Term Loan
         
Facility
Kimolos
26,900,000
95,269
26,804,731
S+1.90
%
 
Folegandros
26,900,000
95,269
26,804,731
S+1.90
%
 
Nissos Keros
37,200,000
131,755
37,068,245
S+1.90
%
$84.0 Million Secured Term Loan
         
Facility
Nissos Sikinos
34,912,500
197,352
34,715,148
S+1.85
%
 
Nissos Sifnos
34,912,500
198,713
34,713,787
S+1.85
%
$167.5 Million Secured Term Loan
         
Facility
Nissos Rhenia
48,299,711
724,754
47,574,957
S+5.49
%
 
Nissos Despotiko
48,687,254
738,571
47,948,683
S+5.49
%
$125.7 Million Secured Term Loan
         
Facility
Nissos Donoussa
51,735,000
874,247
50,860,753
S+1.65
%
$60.0 Million Secured Term Loan
         
Facility
Nissos Kythnos
53,755,938
171,444
53,584,494
S+1.40
%
$130.0 Million Secured Term Loan
         
Facility
Nissos Nikouria
64,200,000
378,989
63,821,011
S+1.40
%
 
Nissos Anafi
63,000,000
380,512
62,619,488
S+1.40
%
$65.0 Million Secured Term Loan
         
Facility
Nissos Kea
63,200,000
408,607
62,791,393
S+1.35
%
 
Total
609,771,403
4,732,246
605,039,157
S+2.22
%
 
Other lease
       
 
liabilities
   
60,740
 
 
Total
   
605,099,897
 
*
Post the transition from LIBOR to SOFR as the base rate, these financings include an applicable Credit Adjustment Spread
(“CAS”) on top of the SOFR base rate. Relates to the applicable margin as of December 31, 2025.
**
Please refer to paragraph $60.0 Million Secured Term Loan Facility for more information
25
Transition from LIBOR to SOFR
While the Group’s loan arrangements previously used LIBOR, including during the fiscal year ended December 31, 2023, in 2023
the Company amended those loan agreements to transition from LIBOR to SOFR. As a result, from July 1, 2023, none of the Group’s
financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.
Description of Group borrowing and other financing arrangements
$125.7 Million Secured Term Loan Facility -Nissos Kythnos and Nissos Donoussa
On May 23, 2022, Anassa Navigation S.A. and Nellmare Marine Ltd. entered into an approximately $125.7 million secured term
loan facility with the National Bank of Greece to refinance the then-existing indebtedness on the vessels
Nissos Kythnos
and
Nissos
Donoussa
, which agreement was amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from
LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR. The facility
has a final maturity date of May 25, 2029 and bears interest at SOFR (previously LIBOR) plus a margin of 2.50% per annum. The
margin may be increased following discussions between the lender and the borrowers if it is determined that, pursuant to the
sustainability certificate provided by the borrowers to the lender annually, (1) the weighted average of the efficiency ratio of all fleet
vessels (using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit
grams of CO
2
per ton per mile) for that calendar year, as certified by an approved classification society, is equal to or above the target
set for the relevant year and (2) the weighted average percentage of the total waste incinerated on board for all fleet vessels in that
calendar year (calculated in line with Class Approved Plans & Record Books, MARPOL Annex I — “Oil Record Book” (endorsed by
Flag Administration) & “Fuel Management Plan” (approved by class) and MARPOL Annex V — “Garbage Record Book” &
“Garbage Management Plan” (approved by class)) is equal to or above the target set for the relevant year. The amount of any increase
in the margin will be based on discussions between the lender and the borrowers. Other than as set out above, there will be no other
assessment of the information contained in any sustainability certificate and the sustainability certificates themselves will not be made
publicly available unless the Company deemed them to be material. Each of the two tranches of the facility is repayable in 28
quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of
$39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the
Nissos Donoussa
and
is guaranteed by the Company. The tranche relating to the
Nissos Kythnos
was repaid by Anassa Navigation S.A. on May 24, 2024.
On May 21, 2024, Nellmare Marine Ltd. entered into a supplemental agreement to the existing senior secured credit facility
financing the VLCC vessel
Nissos Donoussa
. The supplemental agreement provides for a reduction of the margin to 165 basis points
over the applicable Term SOFR, through the duration of the facility.
$113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros
On June 27, 2023, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp. entered into a $113.0
million senior secured credit facility with ABN AMRO Bank N.V. to refinance the then-existing indebtedness on the vessels
Kimolos
,
Folegandros
and
Nissos Keros
. The facility bears interest at Term SOFR, subject to a mandatory switch mechanism to Compounded
SOFR, plus a margin of 1.90% per annum and has a final maturity date of June 30, 2028. The facility is repayable in 20 equal
consecutive quarterly installments of $2,200,000, with a balloon payment of $69,000,000 due upon maturity. This facility is secured
by, among other things, a first priority mortgage on each of
Kimolos
,
Folegandros
and
Nissos Keros
and is guaranteed by the
Company.
$84.0 Million Secured Term Loan Facility – Nissos Sikinos and Nissos Sifnos
On September 8, 2023, Omega Six Marine Corp. and Omega Ten Marine Corp. entered into an $84.0 million senior secured
credit facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) to refinance the then-existing indebtedness on the
vessels
Nissos Sikinos
and
Nissos Sifnos
. The facility bears interest at Term SOFR, plus a margin of 1.85% per annum, and has a final
maturity date in September 2029. Each of the two tranches is repayable in 24 equal consecutive quarterly installments of $787,500,
with a balloon payment of $23,100,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on
each of
Nissos Sikinos
and
Nissos Sifnos
and is guaranteed by the Company.
$34.7 Million Secured Term Loan Facility - Milos
On January 31, 2024, Omega One Marine Corp. entered into a $34.7 million senior secured term loan facility with Kexim Asia
Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on the vessel
Milos
. The facility bears interest at
the applicable Term SOFR, plus a margin of 1.75% per annum, and has a final maturity date in February 2030. The facility is
26
repayable in 24 equal consecutive quarterly installments of $725,000, with a balloon payment of $17,300,000 due upon maturity. This
facility is secured by, among other things, a first priority mortgage on
Milos
and is guaranteed by the Company.
$31.1 Million Secured Term Loan Facility - Poliegos
On June 20, 2024, Omega Two Marine Corp. entered into a new $31.11 million senior secured credit facility to finance the option
to purchase back the Suezmax vessel
Poliegos
from its sale and leaseback financier, Ocean Yield (the “Poliegos New Facility”). The
Poliegos New Facility is provided by Bank SinoPac Co., Ltd, and the transaction closed on July 1, 2024. The Poliegos New Facility
contains an interest rate of Term SOFR plus 160 basis points, matures in six years, and will be repaid in quarterly instalments of
approximately $0.78 million each, together with a balloon instalment of approximately $12.44 million payable at maturity. The
Poliegos New Facility is secured by, among other things, security (mortgage) over the Poliegos and a pledge of the shares of the
borrower, and is guaranteed by the Company.
$167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko
On February 10, 2018, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into approximate $150.52 million sale
and leaseback agreements with Ocean Yield with respect to the vessels
Nissos Rhenia
and
Nissos Despotiko
.
The charter period for each of the
Nissos Rhenia
and
Nissos Despotiko
is 180 months from respective delivery and the charter hire
for each such ship is paid monthly, in advance, in a cash amount equal to $18,600 per day per ship for the first five years from the
delivery date and $18,350 per day per ship from year six until the end of the charter period, subsequently amended to $18,600 per day
per ship for the first two years, $25,200 per day for
Nissos Rhenia
and $23,336 for
Nissos Despotiko
for years three and four and
$17,200 per day per ship for year five until the end of the charter, plus a non-cash amount of $1,734 per day per ship (which is set off
against the $9.5 million prepaid hire that Omega Five Marine Corp. and Omega Seven Marine Corp. made for each ship, respectively).
On April 27, 2023, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into an addendum to each bareboat charter to
amend the provisions of such bareboat charters in relation to the calculation of charter hire from LIBOR to Term SOFR. The charter
hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month
periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is
guaranteed by us, and Omega Five Marine Corp. and Omega Seven Marine Corp. permitted a mortgage to be filed regarding the
finance lease. Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts.
Additionally, the Company, Omega Five Marine Corp. and Omega Seven Marine Corp., as applicable, have entered into assignment
of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of the bareboat charterer,
a manager’s undertaking and a time charter general assignment. Omega Five Marine Corp. and Omega Seven Marine Corp. also have
the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to
$14.2 million. The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. The Company
declared the options to purchase the Nissos Rhenia on May 4, 2026 for $47.1 million and the Nissos Despotiko on June 10, 2026 for
$47.1 million.
27
$194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria
On March 21, 2022, Ark Marine S.A. and Theta Navigation Ltd entered into an approximate $145.5 million sale and leaseback
agreement with CMB Financial Leasing Co., Ltd. (“CMBFL”), with respect to the vessels
Nissos Kea
and
Nissos Nikouria
. On June
29, 2023 and on January 26, 2024, respectively, Ark Marine S.A. and Theta Navigation Ltd entered into amendment and restatement
agreements of each bareboat charter to amend certain provisions of the bareboat charters. The charter period for each of the vessels is
84 months from December 31, 2023 (with respect to
Nissos Kea
) and March 3, 2024 (with respect to
Nissos Nikouria
) and charter hire
is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to
Nissos Kea
) and March 3, 2024 (with respect to the
Nissos Nikouria
), a fixed amount equal to $909,375 plus a variable amount priced
at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following
December 31, 2023, with respect to
Nissos Kea
, and March 3, 2024, with respect to the
Nissos Nikouria
, a fixed amount equal to
$909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR. The first part of the sale and
leaseback relating to the delivery of
Nissos Kea
was drawn on March 31, 2022 and matures on the date falling 84 months from
December 31, 2023 and the second part of the sale and leaseback relating to the delivery of
Nissos Nikouria
was drawn on June 3,
2022 and matures on the date falling 84 months from March 3, 2024. According to each bareboat charter, the Company has a purchase
option that it can exercise annually as from December 31, 2024 (with respect to
Nissos Kea
) and March 3, 2025 (with respect to
Nissos Nikouria
). If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with
respect to
Nissos Kea
) and March 3, 2024 (with respect to
Nissos Nikouria
), the purchase option price for the relevant vessel is an
amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charter hire
paid (the “owner’s costs”), plus (a) accrued but unpaid charter hire, (b) break funding costs including any swap costs, (c) legal and
other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback
documentation. If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to
Nissos Kea
) and
March 3, 2024 (with respect to
Nissos Nikouria
), the purchase option price for the relevant vessel is an amount equal to $40,921,875
(the “amended owner’s costs”), plus (a) accrued but unpaid charter hire, (b) and other documented costs of the owner to sell the
relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation. Each charter is guaranteed by
the Company. Ark Marine S.A. and Theta Navigation Ltd, as applicable, permitted a mortgage to be filed regarding the finance lease
as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties
assignment, and a manager’s undertaking. Ark Marine S.A. and Theta Navigation Ltd repurchased the
Nissos Kea
and
Nissos
Nikouria, respectively, in June 2025, and therefore these sale and leaseback arrangements are no longer in effect.
$73.5 Million Sale and Leaseback Agreement — Nissos Anafi
On January 29, 2024, Moonsprite Shipping Corp. entered into an approximately $73.5 million sale and leaseback agreements with
CMBFL, with respect to the vessel
Nissos Anafi
. The charter period is 84 months from the vessel’s delivery date and charter hire is
payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the
applicable three-month Term SOFR. Moonsprite Shipping Corp. has the option to repurchase the vessel, such option being exercisable
quarterly following the one-year anniversary of the vessel’s delivery. If the purchase option date falls prior to the seventh anniversary
of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000
(being 65% of the purchase price) minus the fixed amount of charter hire paid on the purchase date (the “owners’ costs”), plus (a)
accrued but unpaid charter hire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and
(d) any other additional amounts due under the sale and leaseback documentation. The charter is guaranteed by the Company, and
Moonsprite Shipping Corp. has permitted a mortgage to be filed regarding the finance lease and Moonsprite Shipping Corp. has also
entered into an account charge and the Company has pledged the shares of the bareboat charterer. Moonsprite Shipping Corp.
repurchased the
Nissos Anafi
in August 2025, and therefore this sale and leaseback arrangement is no longer in effect.
$35.1 Million Unsecured Sponsor Loan
On April 18, 2022, the Company (on behalf of two of the Company’s subsidiaries, Ark Marine S.A. and Theta Navigation Ltd),
entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos (on behalf
of its subsidiaries Felton Enterprises S.A. and Sandre Enterprises S.A.), relating to the acquisition of the vessels
Nissos Kea
and
Nissos Nikouria
. Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of
3.5% per annum and was repayable at the Company’s sole discretion without penalty, up to the maturity date of two years from the
relevant vessel’s delivery. During the years ended December 31, 2024 and December 31, 2023 respectively, the Company incurred
interest expense amounting to $413,952 and $1,198,168 in respect of loan obtained from an entity controlled by Mr. Ioannis
Alafouzos. The Company repaid this facility in March and May 2024.
28
$65.0 Million Secured Term Loan Facility - Nissos Kea
On June 17, 2025, Ark Marine S.A. entered into a new $65.0 million senior secured credit facility to finance the option to
purchase back the VLCC vessel
Nissos Kea
. The Nissos Kea Facility is provided by a syndicate of banks, led and arranged by E.SUN
Commercial Bank, Ltd. The Nissos Kea Facility is priced at 135 basis points over the applicable Term SOFR, matures in seven years,
and will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million each, together with a balloon
instalment of approximately $39.8 million payable at maturity. The Nissos Kea New Facility is secured by, among other things,
security over the
Nissos Kea
, and is guaranteed by the Company. The Nissos Kea Facility was drawn on June 26, 2025.
$130.0 Million Secured Term Loan Facility – Nissos Nikouria and Nissos Anafi
On May 8, 2025, Theta Navigation Ltd. and Moonsprite Shipping Corp. entered into a new $130 million senior secured credit
facility with Alpha Bank S.A. to finance the option to purchase back the VLCC vessels
Nissos Nikouria
and
Nissos Anafi
(“Nikouria
and Anafi Facility”). The Nikouria and Anafi Facility consists of two Advances, Advance A of $66.0 million for the vessel
Nissos
Nikouria
and Advance B of $64.0 million for the vessel
Nissos Anafi
. The Nikouria and Anafi Facility is priced at 140 basis points
over the applicable Term SOFR (or 60 basis points for any outstanding part of the loan in respect of which an amount of at least $1
million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account) and matures in seven
years. Advance A and Advance B will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million and $1.0
million, respectively, together with a balloon instalment of approximately $40.8 million and $36.0 million, respectively, payable at
maturity. Advance A was drawn on May 29, 2025, and Advance B was drawn on July 31, 2025. The Nikouria and Anafi Facility is
secured by, among other things, security over the
Nissos Nikouria
and
Nissos Anafi
, and is guaranteed by the Company.
$60.0 Million Secured Term Loan Facility -Nissos Kythnos
On May 21, 2024, Anassa Navigation S.A. entered into a new
$60.0 million senior secured credit facility for the VLCC vessel
Nissos Kythnos
with Danish Ship Finance A/S (“Nissos Kythnos New Facility”) to refinance the Group’s existing facility and for
general corporate purposes. The Nissos Kythnos New Facility is priced at 140 basis points over the applicable Term SOFR, until
December 2026. Thereafter, a new applicable margin will be mutually agreed between the parties, for the remaining duration of the
facility, which matures in six years. If the parties do not agree to a new applicable margin, Anassa Navigation S.A. will have the
ability to prepay the facility at no additional cost. The facility will be repaid in quarterly instalments of approximately $1.041 million
each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things,
security (mortgage) over the
Nissos Kythnos
, and is guaranteed by the Company. The facility also includes a sustainability linked
margin adjustment provision, starting in 2025, whereby the applicable margin may decrease or increase by 5 basis points per year,
subject to the Group meeting certain sustainability linked targets.
$45.0 Million Secured Term Loan Facility – Nissos Piperi
On December 19, 2025, Omega Twelve Marine Corp. entered into a $45.0 million facility agreement, to finance a portion of the
acquisition price of the
Nissos Piperi
, with Alpha Bank S.A. The Nissos Piperi Facility is priced at 130 basis points over the
applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1.0 million
has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and
will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured
by, among other things, a mortgage over the
Nissos Piperi
, and is guaranteed by the Company. The Nissos Piperi Facility was drawn
on January 5, 2026.
$45.0 Million Secured Term Loan Facility – Nissos Serifopoula
On December 19, 2025, Omega Fourteen Marine Corp. entered into a $45.0 million facility agreement, to finance a portion of the
acquisition price of the
Nissos Serifopoula
, with the National Bank of Greece S.A. The Nissos Serifopoula Facility is priced at 130
basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which the equivalent
amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight
years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It
is secured by, among other things, a mortgage over the
Nissos Serifopoula
, and is guaranteed by the Company. The Nissos Serifopoula
Facility was drawn on January 12, 2026.
29
According to IFRS 9 “Financial Instruments”, the CMBFL lease amendment for vessel
Nissos Kea
and vessel
Nissos Nikouria
, as
well as the National Bank of Greece supplemental agreement for vessel
Nissos Donoussa
, were assessed as modifications of existing
financial liabilities. The carrying amount of the modified financial liabilities before the modification was $191.3 million. The
remeasurement of the financial liabilities resulted in a modification gain of $1.8 million, which has been recognized as Gain from
modification of loans in the statement of profit or loss and other comprehensive income for the year ended December 31, 2024.
The modification gain was calculated based on the present value of the revised future cash flows discounted at the original
effective interest rate (EIR).
The sale and leaseback agreements with CMBFL relating to the Nissos Kea, Nissos Nikouria and Nissos Anafi have been
refinanced and as a result the unamortized balance of modification gain of $1.1 million relating to Nissos Kea and Nissos Nikouria
and the unamortized financing fees of $0.3 million relating to Nissos Anafi were written off and included in Loss on debt
extinguishment in the statement of profit or loss and other comprehensive income.
OET is the corporate guarantor for all bank loans as at December 31, 2025.
Lease liabilities connected to Right-of-Use assets
OET Chartering Inc. leases office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an
entity owned by Themistoklis Alafouzos. On August 1, 2018, OET Chartering Inc. entered into a lease agreement for 165.28 square
meters of office space for the Company’s operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a
monthly rate of Euro 890. The lease initially was to expire on July 31, 2024 and on July 1, 2024 OET Chartering Inc. entered into an
amendment to such lease to extend the term until July 31, 2028. The total expense recognized in the consolidated statements of profit
or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 amounted to $28,908, $23,151 and
$22,040, respectively.
The Group has recognized the following lease liabilities with respect to the Right-of-Use assets:
   
As of December 31,
2025
2024
Office space
60,740
80,838
Total
60,740
80,838
The maturities of lease liabilities are the following:
   
For the year ended December 31,
2025
2024
No later than one year
24,965
24,965
Later than one year and not later than five years
41,607
66,573
Total undiscounted cash flows
66,572
91,538
Less: Imputed interest
(5,832)
(10,700)
Carrying value of operating lease liabilities
60,740
80,838
Long-term borrowings net of current portion and current portion of long-term borrowings are analyzed as follows:
   
 
Long-term borrowings,
Current portion of
 
As of December 31, 2024
net of current portion
long-term borrowings
Total
Outstanding loan balance
603,686,403
47,942,084
651,628,487
Financing fees
(4,789,810)
(1,272,468)
(6,062,278)
Total
598,896,593
46,669,616
645,566,209
   
 
Long-term borrowings,
Current portion of
 
As of December 31, 2025
net of current portion
long-term borrowings
Total
Outstanding loan balance
472,910,730
136,860,673
609,771,403
Financing fees
(2,365,986)
(2,366,260)
(4,732,246)
Total
470,544,744
134,494,413
605,039,157
30
The borrowings are repayable as follows:
   
As of December 31,
2025
2024
No later than one year
136,860,673
47,942,084
Later than one year and not later than five years
338,510,730
335,178,782
Thereafter
134,400,000
268,507,621
Total
609,771,403
651,628,487
Less: Amounts due for settlement within 12 months
(136,860,673)
(47,942,084)
Long-term borrowings, net of current portion
472,910,730
603,686,403
Cash flow reconciliation of liabilities arising from financing activities
A reconciliation of the Group’s financing activities for the years ended December 31, 2025, 2024 and 2023 are presented in the
tables below:
   
Long-term borrowings – January 1, 2023
739,035,681
Cash flows – drawdowns
197,000,000
Cash flows – repayments
(243,355,165)
Loan financing fees
(1,350,000)
Other lease liabilities
(42,021)
Non-cash flows – amortization of loan financing fees
1,994,191
Long-term borrowings – December 31, 2023
693,282,686
Cash flows – drawdowns
199,260,000
Cash flows – repayments
(246,117,877)
Loan financing fees
(1,259,319)
Other lease liabilities
47,100
Non-cash flows – amortization of loan financing fees
2,263,416
Non-cash flows – gain from modification of loans
(1,828,959)
Long-term borrowings – December 31, 2024
645,647,047
Cash flows – drawdowns
195,000,000
Cash flows – repayments
(236,857,084)
Loan financing fees
(1,300,000)
Other lease liabilities
(20,099)
Non-cash flows – amortization of loan financing fees and modification gain
1,246,265
Non-cash flows – loss on debt extinguishment
1,383,768
Long-term borrowings – December 31, 2025
605,099,897
All borrowings are secured by first preferred mortgages of the Companies’ vessels and assignment of earnings and insurances.
The borrowing agreements include several covenants, including restrictions as to changes in management and ownership of the
vessels, payment of dividends in the event of default, further incurring indebtedness, mortgaging of vessels without the bank’s prior
consent and several financial covenants including:
•
minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and
unencumbered cash and cash equivalents;
•
a consolidated net worth of more than $100,000,000;
•
a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more
than 75%;and
•
the listed status of the Company’s common shares on an exchange operated by the Oslo Børs, the NYSE or on such other
acceptable stock exchange.
31
A number of the Group’s financing agreements require that the Company maintain a minimum fair value of the collateral for each
credit facility, so that the aggregate fair value of the vessels collateralizing the credit facility is at least between
120% and 170% —
depending on the credit facility — of the aggregate principal amount outstanding under such credit facility. Alternatively, if the
relevant borrower does not meet these thresholds, the relevant borrower must prepay a portion of the loan or provide additional
security to eliminate the shortfall.
A number of the financing agreements limit the Company’s ability to declare, make or pay any dividends or other distributions
(whether in cash or in kind) or repay or distribute any dividend or share premium reserve following the occurrence of an event of
default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the
relevant financing agreement.
All of the Group’s facility agreements require that the Alafouzos family maintain a minimum 35% ownership interest in the
Group’s, except for one instance whereby the change in the Group’s ultimate beneficial ownership (i.e., a private individual acquires
legal or beneficial ownership of 35% or more of the Group’s share capital or power to cast or control 35% or more of the Group’s
voting power or gains effective control over us) is a prepayment event. Some of the Group’s facility agreements provide that a breach
of the agreement will occur if Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to control the Group (with control being
defined as holding at least 35% of the Group’s voting power or the power to appoint or remove a majority of the Group’s directors or
officers or the power to give directions regarding the Group’s financial policies or holding at least 35% of our issued share capital),
in
two instances if Mr. Ioannis Alafouzos, solely or together with any members of the Alafouzos family, ceases to be our major
shareholder or ceases to control us (with control being defined as holding at least 35% of the Group’s voting power or the power to
appoint or remove a majority of the Group’s directors or officers), and in four instances, if Mr. Ioannis Alafouzos (or a member of the
Alafouzos family in three of the four instances) ceases to be the Group’s chairman. Two of the Group’s facility agreements provide
that the acquisition by a person or group of persons acting in concert (directly or indirectly) of more than 34.9% of the ultimate legal
or beneficial ownership is an event of default under such facility agreements. Finally, the Group’s bareboat charters and the guarantees
on the Group’s bareboat charters provide that we may not permit a new party or parties acting in concert to become owners of, or
control, more than 50% of our shares and/or voting rights.
As at December 31, 2025 and 2024, the Group was in compliance with its covenants.
13. Transactions and Balances with Related Parties
The Group has entered into technical management agreements with Kyklades Maritime Corporation (“Kyklades,” “KMC” or the
“Management Company”) as technical manager. Kyklades provides the vessels with a wide range of shipping services such as
technical support, maintenance and insurance consulting in exchange for a daily fee of $900 per vessel, which is reflected under
management fees in the consolidated statements of profit or loss and other comprehensive income.
Related party balances’ analysis
The below table presents the Group’s outstanding balances due from/(to) related parties:
   
As of December 31,
2025
2024
Kyklades Maritime Corporation
6,286,469
(530,030)
Total
6,286,469
(530,030)
Amounts due from the Management Company as of December 31, 2025 of $6,286,469 as compared to amounts due to the
Management Company as of December 31, 2024 of $530,030 represent advances from the Company to the Management Company
/expenses paid by the Management Company on behalf of the Company, per the terms of the respective vessel technical management
agreements.
All balances noted above are unsecured, interest-free, with no fixed terms of payment and repayable on demand.
32
Related party transactions’ analysis
The below table presents the Group’s transactions with its related parties:
   
For the years ended December 31,
2025
2024
2023
Kyklades Maritime Corporation- management fees
4,599,000
4,611,600
4,599,000
Total
4,599,000
4,611,600
4,599,000
KMC solely administers the transactions on behalf of OET’s subsidiaries, without recharging any expenditure back to the ship
owning companies. All operating expenses are being incurred and charged directly to OET’s subsidiary companies.
On March 1, 2024, each of the Company’s vessel owning subsidiaries entered into an ETS Services Agreement with KMC, which
agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the
EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely
manner to enable compliance with any emission scheme(s) applicable to the vessel. No additional fee is payable under these
agreements as the services are part of the technical management fee under the existing technical management agreements. These
agreements may be terminated by either party (i) for cause, immediately upon written notice or (ii) for any other reason, upon two
months’ written notice. These agreements shall also be deemed automatically terminated on the date of termination of the relevant
technical management agreements.
The below table presents an analysis of all payments executed by KMC on behalf of the Group:
   
For the years ended December 31,
2025
2024
2023
Crew wages
22,843,744
21,231,570
21,043,047
Other crew expenses
3,320,488
3,043,288
3,639,086
Stores
3,782,244
4,433,689
3,864,683
Technical expenses
7,902,869
9,641,650
8,647,728
Insurance
3,103,266
2,969,841
2,717,938
Health, Safety, Quality, Environmental (HSQE) expenses
652,236
614,855
592,246
Other
1,790,057
1,550,392
801,196
Total
43,394,904
43,485,285
41,305,924
Key management and Directors’ remuneration (included in General and administrative expenses)
As of June 1, 2025, the Company introduced a revised compensation policy for the members of its Board of Directors, following
a review of the existing structure. Under the new policy, effective June 1, 2025, the annual base fee per director was adjusted from
$75,000 to $45,000. In addition, effective June 1, 2025, directors who serve as committee chairs or members of a committee receive
annual fees of $15,000 and $10,000 per committee, respectively. The Chairman of the Board does not receive any compensation. In
addition, each director is entitled to reimbursement for travelling and other minor out-of-pocket expenses.
Furthermore, OET Chartering Inc. and OET provide compensation to members of key management personnel, which currently
comprise of its Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer. The remuneration expenses comprise
salaries, bonuses, directors and officers liability insurance cover, telecommunications, travel and other expenses. For the years ended
December 31, 2025, 2024 and 2023, key management personnel remuneration, covering all the above amounted to $4,955,071,
$4,810,180 and $3,588,185. There was no amount payable related to key management remuneration as of December 31, 2025, 2024
and 2023.
None of the members of the administrative, management or supervisory bodies of the Group have any service contracts with
Okeanis Eco Tankers Corp. or any of its subsidiaries in the Group providing for benefits upon termination of employment.
33
Amendments to management agreements
Technical Management agreements
On November 1, 2023, the Company amended and restated its technical management agreements with KMC. The amended and
restated technical management agreements, among others, retain the right to terminate for convenience, subject to a 36-month advance
written notice, in addition to either party being able to terminate for cause. Furthermore, KMC has the right to terminate each technical
management agreement, subject to 30-days advance written notice, in the event of a change of control of the relevant shipowning
entity without KMC’s consent. In each case, unless the cause for termination is KMC’s failure to meet its obligations under the
relevant technical management agreement, the Company is required to continue payment of the management fees thereunder for 36
months from the termination date (or, if a notice of termination for convenience has preceded such for cause termination, 36 months
from the date of such notice). If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
Shared Services Agreement
On November 1, 2023, OET Chartering Inc. entered into a shared services agreement with KMC to document the mutual
exchange of business support in respect of the management of the Group’s vessels by way of corporate, accounting, financial and
other operational and administrative services. The shared services agreement does not provide for any additional fee payable. The
agreement may be terminated by either party thereto (i) for cause, immediately upon written notice or (ii) for any other reason, upon
two months’ written notice.
14. Share Capital and Additional Paid-in Capital
In March 2023, the Company distributed approximately $40.2 million or $1.25 per share via a dividend that was classified as a
return of paid-in-capital.
In June 2023, the Company distributed approximately $51.5 million or $1.60 per share via a dividend that was classified as a
return of paid-in-capital.
In September 2023, the Company distributed an amount of approximately $48.3 million or $1.50 per share via a dividend that was
classified as a return of paid-in-capital.
In November 2023, the Company paid approximately $19.3 million or $0.60 per share via a dividend that was classified as a
return of paid-in-capital.
In March 2024, the Company paid approximately $21.3 million or $0.66 per share via a dividend that was classified as a return of
paid-in-capital.
In June 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of
paid-in-capital.
In September 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a
return of paid-in-capital.
In December 2024, the Company paid approximately $14.5 million or $0.45 per share via a dividend that was classified as a
return of paid-in-capital.
In March 2025, the Company paid a dividend of approximately $11.3 million or $0.35 per share.
In June 2025, the Company paid a dividend of approximately $10.3 million or $0.32 per share.
In September 2025, the Company paid a dividend of approximately $22.5 million or $0.70 per share.
In November, 2025, the Company completed a registered direct offering of 3,239,436 new common shares, at a gross price of
$35.50 per share, raising net proceeds of approximately $110.4 million.
In December 2025, the Company paid a dividend of approximately $26.6 million or $0.75 per share.
34
As of December 31, 2025, the Company had 35,433,544 common shares outstanding (such amount does not include 695,892
treasury shares).
Neither the Company nor any of its subsidiaries have issued any restricted shares, share options, warrants, convertible loans or
other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries.
Neither the Company nor any of its subsidiaries have issued subordinated debt or transferable securities other than the shares in the
Company and the shares in the Company’s subsidiaries which are held directly or indirectly by the Company.
15. Financial Risk Management
The Group’s principal financial instruments comprise long-term borrowings, forward freight agreements, foreign exchange
forward swaps, cash and cash equivalents and restricted cash. The main purpose of these financial instruments is to finance the
Group’s operations and mitigate its exposure to market and foreign exchange fluctuations. The Group has various other financial
assets and liabilities such as trade receivables, current accounts with related parties and payables which arise directly from its
operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk, market risk
and liquidity risk. The Group’s policies for addressing these risks are set out below:
•
Foreign currency risk
The Group’s vessels operate in international shipping markets, which utilize the U.S. dollar as the functional currency.
Although certain operating expenses are incurred in foreign currencies, the Group does not consider the risk to be significant.
The Group has no hedging mechanisms in place, however, when opportunity arises, it converts significant cash balances from
U.S. dollars to Euros, to hedge against adverse fluctuations.
•
Interest rate risk
The Group is exposed to the impact of interest rate changes primarily through its floating-rate borrowings that require the
Group to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating
margins, results of operations and ability to service debt. From time to time, the Group uses interest rate swaps to reduce its
exposure to market risk from changes in interest rates. The principal objective of these interest rate swaps is to manage the
risks and costs associated with its floating-rate borrowings.
As an indication of the sensitivity from changes in interest rates, an increase by 100 basis points in interest rates would
increase interest expense for the year ended December 31, 2025 by $6,435,330 (2024: $6,704,025 and 2023: $6,894,010)
assuming all other variables held constant. As of December 31, 2024, and December 31, 2025, the Group has not
economically hedged its variable rate interest exposure relating to its existing credit facilities and sale and leasebacks.
•
Credit risk
The Group only trades with charterers who have been subject to satisfactory credit screening procedures. Furthermore,
outstanding balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
significant.
With respect to the credit risk arising from the Group’s cash and cash equivalents and restricted cash, the Group’s
exposure arises from default by the counterparties, with a maximum exposure equivalent to the carrying amount of these
instruments. The Group mitigates such risks by dealing only with high credit quality financial institutions.
35
•
Market risk
The tanker shipping industry is cyclical with high volatility in charter rates and profitability. The Group charters its
vessels principally in the spot market, being exposed to various unpredictable factors such as: supply and demand of energy
resources, global economic and political conditions, natural or other disasters, disruptions in international trade,
environmental and other legal regulatory developments and so on. During 2024 and 2025, the Group entered into FFAs in
order to minimize losses from charter rate fluctuations and manage any adverse effect charter rate fluctuations may have in
the Group’s operating cash flows and dividend distributions.
•
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position
potentially enhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining
sufficient cash and cash equivalents.
The following table details the Group’s expected cash outflows for its financial liabilities. The table has been drawn up
based on the undiscounted cash flows of financial liabilities, on the earliest date on which the Group would be required to pay
to settle. The table includes both interest and principal cash flows. Variable future interest payments were determined based
on the one-month SOFR, as of December 31, 2025, of 3.76% (2024: 3.97%), plus the margin applicable to the Group’s loans
at the end of the year presented.
   
 
Weighted
           
 
average
           
 
effective
Less
         
 
interest
than
1 – 3
3 – 12
1 – 5
   
 
rate
1 month
months
months
years
5+ years
Total
December 31, 2025
             
Non-Derivative Liabilities
             
Trade payables
 
—
—
13,748,183
—
—
13,748,183
Accrued expenses and other current
             
liabilities
 
—
—
8,643,793
—
—
8,643,793
Variable interest borrowings
4.51
%
2,202,299
14,373,054
49,726,607
406,363,585
144,192,540
616,858,085
Variable interest for debt financing (Sale
             
and Leaseback Agreements)
8.84
%
989,692
1,918,194
95,688,125
—
—
98,596,011
Total
 
3,191,991
16,291,248
167,806,708
406,363,585
144,192,540
737,846,072
   
 
Weighted
           
 
average
           
 
effective
Less
         
 
interest
than
1 – 3
3 – 12
1 – 5
   
 
rate
1 month
months
months
years
5+ years
Total
December 31, 2024
             
Non-Derivative Liabilities
             
Trade payables
 
—
—
19,479,005
—
—
19,479,005
Accrued expenses and other current
             
liabilities
 
—
—
5,909,316
—
—
5,909,316
Current accounts due to related parties
 
—
—
530,030
—
—
530,030
Variable interest borrowings
4.86
%
2,541,609
15,250,870
53,374,498
391,940,693
216,343,324
679,450,994
Variable interest for debt financing (Sale
             
and Leaseback Agreements)
9.12
%
1,358,910
2,660,316
12,428,837
63,359,366
77,158,586
156,966,015
Total
 
3,900,519
17,911,186
91,721,686
455,300,059
293,501,910
862,335,360
16. Commitments and Contingencies
Commitments under time charter agreements (Lessor)
As of December 31, 2025, future minimum contractual time charter revenue, based on the Group’s vessels’ committed, non-
cancellable time charter agreements, net of address commissions were nil.
Vessel acquisition commitments
As of December 31, 2025, the Company had total obligations under Memorandum of Agreements (Note 7) amounting to
$155.2million.
36
As of December 31, 2025 and December 31, 2024, the Company did not have any material capital expenditure commitments,
except as described below.
As of December 31, 2025, the Company had exercised purchase options for two VLCC tankers, the
Nissos Rhenia
and
Nissos
Despotiko
, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be
delivered during the second quarter of 2026, for an aggregate consideration of $94.2 million. In addition, the Company had agreed to
purchase the
Nissos Piperi
and
Nissos Serifopoula
, which were delivered in January 2026.
17. Earnings per Share
The profit/(loss) and weighted average number of common shares used in the calculation of basic and diluted earnings/(loss) per
share are as follows:
   
As of December 31,
2025
2024
2023
Profit attributable to the owners of the Group
122,951,543
108,863,270
145,251,024
Weighted average number of shares outstanding in the
     
period
32,575,740
32,194,108
32,194,108
Earnings per share, basic and diluted
3.77
3.38
4.51
During the years ended December 31, 2025, 2024 and 2023, there were no potentially dilutive instruments affecting weighted
average number of shares, and hence diluted earnings per share equals basic earnings per share for the years presented.
18. Claims Receivable
As of December 31, 2025, the Group has recognized and presented under “Claims receivable” in the consolidated statements of
financial position, receivable amounts from vessels’ insurers totaling $320,097 (2024: $242,576) regarding various claims. The
respective receivable claims were recognized in the consolidated statements of financial position since the Group has an unconditional
right to receive the claimable amounts from the insurers.
19. Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, ensure that it
maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.
The Group monitors capital using gearing ratio, defined as total debt (gross) divided by total equity plus total debt, and its
calculation is presented below:
   
As of December 31,
2025
2024
Total borrowings
609,771,403
651,628,487
Total shareholders’ equity
573,091,238
410,426,916
Gearing ratio
52
%
61
%
20. Lease and Non-Lease Components of Revenue
IFRS 16 requires the identification of lease and non-lease components of revenue and account for each component in accordance
with the applicable accounting standard. Regarding time charter arrangements, the Company has concluded that the direct lease
component concerns the vessel and indirectly, the non-lease component comprises vessel operating services provided in connection
with the operation of the vessel.
As the contracts do not separately specify the consideration for the lease and non-lease components, the consideration is allocated
based on the relative stand-alone price of each component. The stand-alone price of the non-lease component is estimated using a
cost-plus margin approach, based on the vessel operating expenses incurred during the period.
37
The below table analyses revenue generated under time charter arrangements:
   
December 31,
2025
2024
2023
Lease component
6,060,914
16,551,871
30,584,686
Non-lease component
1,533,701
2,090,148
8,817,934
Total
7,594,615
18,642,019
39,402,620
21. Interest income, Interest expense and Other Finance Costs
Interest and finance related costs are presented below:
   
For the years ended December 31,
2025
2024
2023
Interest expense
42,153,588
53,628,356
58,680,985
Amortization of loan financing and modification gain
1,246,265
2,263,416
1,994,191
Bank charges and loan commitment fees
365,000
364,929
33,939
Other finance costs
475,660
795,979
469,951
Total
44,240,513
57,052,680
61,179,066
Interest income is presented below:
   
For the years ended December 31,
2025
2024
2023
Interest income from time deposits
1,733,064
2,575,741
3,428,321
Other interest income
458,676
869,462
676,243
Total
2,191,740
3,445,203
4,104,564
22. Derivative Financial Instruments
Forward freight agreements and Foreign Exchange Forward Swaps
The fair value of the Group’s derivative financial (liabilities)/ assets as of December 31, 2025 and 2024 related to FFAs and FXSs
are presented below:
   
Derivatives’ Fair values
2025
2024
FXSs
1,590,964
(62,500)
Total
1,590,964
(62,500)
FFAs and FXSs are considered to be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value
Measurement.
Effect on the Consolidated Statements of Profit or Loss and Other Comprehensive Income
   
For the year ended December 31,
2025
2024
2023
Unrealized gain/ (loss), net on derivatives
1,653,464
(291,873)
229,373
Total unrealized gain/ (loss), net on derivatives
1,653,464
(291,873)
229,373
   
For the year ended December 31,
2025
2024
2023
Realized gain/ (loss), net on derivatives
1,327,397
(1,264,750)
300,262
Total realized gain/ (loss), net on derivatives
1,327,397
(1,264,750)
300,262
38
23. Revenue
The table below presents an analysis of revenue generated from voyage and time charter agreements:
   
For the years ended December 31,
2025
2024
2023
Voyage Charter
383,954,204
374,587,812
373,693,986
Time Charter (see Note 20)
7,594,615
18,642,019
39,402,620
Total
391,548,819
393,229,831
413,096,606
IFRS 15 Revenue from Contracts with Customers
As of December 31, 2025, 2024 and 2023, the undelivered performance obligation relating to the Group’s voyage charters
amounted to $50,939,047, $14,416,473 and $5,590,403 and will be/was recognized in the first quarter of 2026, 2025 and 2024,
respectively
Further, as of December 31, 2025 and 2024, capitalized contract fulfilment costs amounted to $2,345,580 and $3,065,772,
respectively, and are presented within prepaid expenses and other current assets in the consolidated statement of financial position.
The table below presents an analysis of earned revenue under voyage charters:
   
For the years ended December 31,
2025
2024
2023
Freight
346,743,651
336,057,387
338,979,059
Demurrages
37,210,553
38,530,425
34,714,927
Total
383,954,204
374,587,812
373,693,986
As at December 31, 2025 and 2024, the Group’s trade receivables amounted to $83,032,373 and $38,202,231, respectively and
related to unbilled revenue from charter agreements relating to voyages in progress at year - end where payment right is conditional.
Charterers, whose outstanding balance, exceed 10% of the total trade receivable amount are presented below:
   
Customer
2025
2024
Charterer A
22
%
20
%
Charterer B
17
%
19
%
Charterer C
10
%
12
%
Charterer D
10
%
10
%
Charterer E
10
%
—
Credit concentration
Customers individually accounting for more than 10% of the Group’s revenues during the years ended December 31, 2025, 2024
and 2023 were:
   
Customer
2025
2024
2023
A
12
%
14
%
—
%
B
10
%
13
%
—
%
Total
22
%
27
%
—
%
Revenue by continent
The below table presents revenue generated per continent, based on the Company’s customers’ headquarters, for the years ended
December 31, 2025, 2024 and 2023:
   
Continent
2025
2024
2023
Europe
246,832,835
172,520,562
167,047,840
Asia
110,909,708
162,109,986
156,744,760
South America
9,605,921
19,159,005
40,515,310
North America
24,200,355
37,989,863
48,788,696
Africa
—
1,450,415
—
Total
391,548,819
393,229,831
413,096,606
39
All of the revenues above are reported under
the Group’s
single segment, the crude oil tanker segment.
24. Subsequent Events
In March 2026, the Company paid an amount of approximately $60.5 million, or $1.55 per share, via a dividend.
In January 2026, the Company entered into two memoranda of agreement to purchase two newbuilding Suezmax vessels (approx.
157,000 dwt) from unrelated third-party sellers for $99.3 million each. Both vessels are expected to be delivered to the Company in
the second quarter of 2026.
On January 21, 2026, the Company successfully priced an offering of 3,611,111 new shares of the Company’s common stock, par
value $0.001 per share, at a price of $36.00 per share, raising gross proceeds of approximately $130.0 million.
On February 28, 2026, the security situation in the Middle East escalated significantly following the commencement of a military
conflict involving the United States, Israel, and Iran. The Company continues to monitor developments in the region and potential
impacts on its operations. It is possible that such tensions and hostilities could disrupt global crude transportation routes, destabilize
the global economy, and adversely affect the Company's business, financial condition, results of operations, and cash flows.
40
Appendix
The information below is also disclosed in Note 1 general information.
Mandatory information with respect to European Single Electronic Format requirements:
Name of reporting entity or other means of identification
Okeanis Eco Tankers
Domicile of entity
Republic of Marshall Islands
Legal form of entity
Corporation
Country of incorporation
Republic of Marshall Islands
Address of entity’s registered office
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands
Principal place of business
International
Description of nature of entity’s operations and principal
activities
Own, Charter out and operate tanker vessels
Name of parent entity
Okeanis Eco Tankers Corp.
Name of ultimate parent of group
Glafki Marine Corp.