All amounts are in USD millions unless otherwise stated
Note 1General information
Odfjell Drilling Ltd. and its subsidiaries (together 'the Group') operates mobile offshore drilling units.
Odfjell Drilling Ltd., is incorporated in Bermuda. The address of its registered office is Clarendon House, 2\u00a0Church Street, Hamilton HM11, Bermuda. Odfjell Drilling Ltd's head office is at Prime View, Prime Four Business Park, Kingswells, Aberdeen, Scotland, AB15 8PU, United Kingdom and the Company is tax resident in the United Kingdom.
The consolidated financial statements including notes for Odfjell Drilling Ltd. for the year 2025 were approved by the Board of Directors on 20\u00a0April 2026.
The consolidated financial statements including notes for Odfjell Drilling Ltd. for the year 2025 were approved by the Board of Directors on 20\u00a0April 2026.
Note 2Basis for preparing the consolidated financial statements
The consolidated financial statements of the Group for the year ended 31 December 2025 comply with IFRS\u00ae\u00a0Accounting Standards as endorsed by the European Union (EU).
The consolidated financial statements ended 31\u00a0December\u00a02025 comprise the income statement, statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity and note disclosures.
Factors that, in the Group\u2019s view, could cause actual results to differ materially from the outlook contained in this report are the following: volatile oil and gas prices, global political changes regarding energy composition and development in the renewables sector, competition within the oil and gas services industry, changes in clients\u2019 spending budgets, cost inflation, access to qualified resources and developments in the financial and fiscal markets.
The Group's refinancing risk is considered low given the full refinancing exercise undertaken in 2025. There are no final debt maturities until 2031, which is providing long-term financial stability and flexibility.
Taking all relevant risk factors and available options for financing into consideration, the Board has a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. Hence, the Group has adopted the going concern basis in preparing its consolidated financial statements.
The consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments, debt and equity financial assets, plan assets in defined benefit pension plans and contingent consideration that have been measured at fair value.
The preparation of financial statements in conformity with Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements are disclosed in each relevant note.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries.
Subsidiaries are listed in Note 29 Subsidiaries.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group\u2019s accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Items included in the separate financial statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The Consolidated Financial Statements are presented in USD (million), which is the Group\u2019s presentation currency.
Foreign currency transactions are translated into the functional currency using the monthly exchange rates for the month the transactions are recognised.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Foreign exchange gains and losses are presented in the income statement within \u2018other financial items\u2019.
The results and financial position of all the Group's entities that have a functional currency different from the presentation currency (USD) are translated into the presentation currency as follows:
\u2022Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
\u2022Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
\u2022All resulting exchange differences are recognised in other comprehensive income.
| \n \n | \n\n Average rate | \n\n Closing rate as at 31.12 | \n||
|---|---|---|---|---|
| \n \n | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n USD/NOK | \n\n 10.39810 | \n\n 10.74810 | \n\n 10.07910 | \n\n 11.35340 | \n
| \n GBP/USD | \n\n 1.31646 | \n\n 1.27820 | \n\n 1.34656 | \n\n 1.25292 | \n
| \n EUR/USD | \n\n 1.12757 | \n\n 1.08205 | \n\n 1.17501 | \n\n 1.03890 | \n
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The statement of cash flows is prepared under the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with maturity of less than three months at the date of purchase.
The cash flow statement represents the cash flows for the total Group, including both continuing and discontinued operations. The split between continuing and discontinued operations are presented as separate lines within each category of the cash flow statement.
The consolidated financial statements of the Group for the year ended 31 December 2025 comply with IFRS\u00ae\u00a0Accounting Standards as endorsed by the European Union (EU).
Factors that, in the Group\u2019s view, could cause actual results to differ materially from the outlook contained in this report are the following: volatile oil and gas prices, global political changes regarding energy composition and development in the renewables sector, competition within the oil and gas services industry, changes in clients\u2019 spending budgets, cost inflation, access to qualified resources and developments in the financial and fiscal markets.
The Group's refinancing risk is considered low given the full refinancing exercise undertaken in 2025. There are no final debt maturities until 2031, which is providing long-term financial stability and flexibility.
Taking all relevant risk factors and available options for financing into consideration, the Board has a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. Hence, the Group has adopted the going concern basis in preparing its consolidated financial statements.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group\u2019s accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Items included in the separate financial statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The Consolidated Financial Statements are presented in USD (million), which is the Group\u2019s presentation currency.
Foreign currency transactions are translated into the functional currency using the monthly exchange rates for the month the transactions are recognised.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Foreign exchange gains and losses are presented in the income statement within \u2018other financial items\u2019.
The results and financial position of all the Group's entities that have a functional currency different from the presentation currency (USD) are translated into the presentation currency as follows:
\u2022Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
\u2022Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
\u2022All resulting exchange differences are recognised in other comprehensive income.
| \n \n | \n\n Average rate | \n\n Closing rate as at 31.12 | \n||
|---|---|---|---|---|
| \n \n | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n USD/NOK | \n\n 10.39810 | \n\n 10.74810 | \n\n 10.07910 | \n\n 11.35340 | \n
| \n GBP/USD | \n\n 1.31646 | \n\n 1.27820 | \n\n 1.34656 | \n\n 1.25292 | \n
| \n EUR/USD | \n\n 1.12757 | \n\n 1.08205 | \n\n 1.17501 | \n\n 1.03890 | \n
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The statement of cash flows is prepared under the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with maturity of less than three months at the date of purchase.
The cash flow statement represents the cash flows for the total Group, including both continuing and discontinued operations. The split between continuing and discontinued operations are presented as separate lines within each category of the cash flow statement.
Operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board.
Revenue is measured based on the consideration specified in a contract with a client and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over rendered services to the client.
Sometimes, the Group receives short-term advances from clients. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the client and when the client pays for that good or service will be one year or less.
The Group has, as a practical expedient in IFRS 15, recognised the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognised is one year or less.
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. The Group has only operating leases as a lessor. Rental income and the lease component of drilling contracts is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. The lease term may vary from contract to contract, and only includes the non-cancellable period of the contract with the addition of optional renewable periods if the lessee is reasonably certain to extend. None of the existing contracts have optional periods included in the lease term. The lease term is reassessed when options to extend are exercised. Contingent rents are recognised as revenue in the period in which they are earned.
There is estimation uncertainty in the Group's revenue recognition related to bonus and other variable considerations. Most of the contracts include fees for variable or conditional service fee arrangements, such\u00a0as\u00a0bonuses for meeting or exceeding certain performance\u00a0targets.
The Group estimate these variable fees using a most likely amount approach on a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be received and the probability of success in each case. Variable consideration is included in revenue only to the extent that it is highly probable that the amount will not be subject to significant reversal when the uncertainty is resolved (generally upon completion of a well or drilling programme).
The revenue is primarily derived from drilling contracts with clients. The core promise in the contracts with the clients is to be available to provide drilling services over the operation period of a contract. Drilling services primarily consists of providing the mobile offshore drilling unit, crews, related equipment and services necessary to operate the rig. The contract rates include both a lease component and a service component. Services are provided as a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Therefore, the Group follow the series guidance in IFRS 15 and treat the series of distinct services as a single performance obligation.
Revenue is based on the transactions price in the contracts with the clients. The main part of the transaction price is day rates, which range from a full operating day rate to lower or zero rates for periods when drilling operations are interrupted. Payment of the day rate based transaction price is usually due on a monthly basis. Some of the rig contracts contain variable consideration in the form of performance incentives, including section based elements and total well delivery bonuses based on efficiency and operational performance.
Some contracts entitle the Group to receive compensation for mobilisation and demobilisation, contract preparation, customer-requested goods and services or capital upgrades. The compensations are either as fixed lump-sums or based on variable day rates. Lump-sums are usually paid up-front or when certain milestones are met. The payment terms do not contain any significant financing components.
Revenue from drilling contracts is generally recognised in the period from commencing a contract and until completion of the drilling programme (the drilling operation period). No revenue is recognised in the mobilisation and demobilisation period.
Since the clients continuously gain control over the drilling services, revenue is recognised over time, in line with transfer of control.
The likelihood of options being exercised, and thereby included in estimates for expected total revenue and the drilling operation period, is based on an assessment of whether a client option provides a material right for the client. If a contract includes an option that provides a material right for the client, a proportion of contract revenue will be allocated to the material right and recognised as revenue when the additional service is provided or when the option expires.
Day rate considerations in the drilling operation period are attributed to the period to which the drilling operations are performed and recognised as revenue in the same period. Other compensations, as described above, are allocated to the contract and recognised as revenue on a straight-line basis over the drilling operation period. Refer to Note 13 - Contract balances. Bonuses and other variable or conditional service fees are allocated to either the entire drilling operation period or to individual periods during the contract (using the series of services guidance in IFRS 15) depending on what the variable contract revenue relates to.
The costs to prepare the rig for contract and the cost for mobilisation of the rig to the drilling location, are capitalised as Assets from contract costs and expensed as operating cost over the drilling operations period. Refer to Note 13 - Contract balances. Demobilisation expenses are expensed as incurred.
Refer to Note 4 - Segment summary for a description of services provided by the segment. The transaction price is mainly day rate based management fees, usually payable on a monthly basis. Refer to Note 13 - Contract balances for payment terms related to the management agreement for Deepsea Yantai. The payment terms do not contain any significant financing components. In addition to the fixed daily management fee the Manager is entitled to incentive\u00a0fees, typically rig EBITDA based incentives, and\u00a0performance linked bonus elements including a share of any contractual performance incentives received under drilling contracts.
The Group generally recognise revenue over time because of the continuous transfer of control to the client. Variable or conditional service fee arrangements, such as bonuses, are treated according to principles described above. The\u00a0period for recognising revenue is generally equal to the contract period.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Property, plant and equipment comprise mainly of mobile offshore drilling units, periodic maintenance and machinery and equipment. Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes purchase price, any directly attributable costs of bringing the asset to working condition and borrowing costs.
Depreciation is calculated on a straight-line basis over the useful life of the asset or component. The depreciable amount equals historical cost less residual value. Items of property, plant and equipment with components that have substantially different useful lives are treated separately for depreciation purposes. The total expenditure on the rigs is therefore allocated into groups of components that have different expected useful lifetimes.
Subsequent costs for day-to-day repairs and maintenance are expensed as incurred.
The cost of modernisation and rebuilding projects is included in the asset\u2019s carrying amount when it is probable that the Group will derive future financial benefits and the cost of the item can be measured reliably. The carrying amount of the replaced part is written off. Modernisation and rebuilding projects are depreciated over the remaining useful life of the related assets.
The useful lives of assets and the depreciation methods are reviewed periodically in order to ensure that the method and period of depreciation are consistent with the expected pattern of financial benefits from the asset.
Residual values for mobile offshore drilling units are determined based on the estimated second hand prices less cost of disposal for mobile offshore drilling units after a 30 year useful lifetime. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Residual values for property, plant and equipment are estimated to be zero.
Rig and equipment are depreciated over a period from 5 to 30 years. Periodic maintenance is depreciated over the expected period until next docking, estimated as 5 years.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
A contract asset is the right to consideration in exchange for goods or services transferred to the client. If the Group performs by transferring goods or services to a client before the client pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
For costs to fulfil contracts where the Group operates as a lessor, the Group has chosen to apply the guidance in IFRS 15 by analogy.
A contract liability is the obligation to transfer goods or services to a client for which the Group has received consideration (or an amount of consideration is due) from the client. If a client pays consideration before the Group transfers goods or services to the client, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
This note relates to the Group as a lessee only.
The Group leases various offices, workshops and warehouses in addition to some equipment. Rental contracts are typically made for fixed periods of 6 months to 10 years, but may have extension or termination options. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The lease payments are discounted using the lessee\u2019s incremental borrowing rate. To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-free interest rate, adjusted for credit risk for leases held by the Group, and makes adjustments specific to the lease, e.g. term, country, currency, and security.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Right-of-use assets are measured at cost, consisting of the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and any restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset\u2019s useful life.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT\u2011equipment and smaller items of office equipment.
The Group has contractual pension agreement (CPA) schemes in Norway established in multi-employer plans. These multi-employer plans are defined benefit plans, but the Group does not have access to the necessary information for the accounting years 2024 and 2025 required to account for these plans as defined benefit plans, and the plans are therefore accounted for as defined contribution plans.
The Norwegian subsidiaries in the Group with employees are required to have a civil service pension scheme according to the Norwegian Act relating to mandatory occupational pensions. These subsidiaries have pension schemes in accordance with the requirements in this Act.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and Fair Value Through Other Comprehensive Income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
The basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent divided by the weighted average number of common shares outstanding.
When calculating the diluted earnings per share, the profit that is attributable to the common shareholders of the parent and the weighted average number of common shares outstanding are adjusted for all the dilution effects relating to warrants and share options.
Items included in the separate financial statements of each of the Group\u2019s entities are measured using the currency of the primary economic environment in which the entity operates (\u2018the functional currency\u2019). The Consolidated Financial Statements are presented in USD (million), which is the Group\u2019s presentation currency.
Foreign currency transactions are translated into the functional currency using the monthly exchange rates for the month the transactions are recognised.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Foreign exchange gains and losses are presented in the income statement within \u2018other financial items\u2019.
The results and financial position of all the Group's entities that have a functional currency different from the presentation currency (USD) are translated into the presentation currency as follows:
\u2022Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
\u2022Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
\u2022All resulting exchange differences are recognised in other comprehensive income.
| \n \n | \n\n Average rate | \n\n Closing rate as at 31.12 | \n||
|---|---|---|---|---|
| \n \n | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n USD/NOK | \n\n 10.39810 | \n\n 10.74810 | \n\n 10.07910 | \n\n 11.35340 | \n
| \n GBP/USD | \n\n 1.31646 | \n\n 1.27820 | \n\n 1.34656 | \n\n 1.25292 | \n
| \n EUR/USD | \n\n 1.12757 | \n\n 1.08205 | \n\n 1.17501 | \n\n 1.03890 | \n
The aggregate net foreign exchange gains/losses recognised in profit or loss were:
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Net currency gain / (loss) included in finance costs | \n\n (5.7) | \n\n 1.6 | \n
Foreign currency transactions are translated into the functional currency using the monthly exchange rates for the month the transactions are recognised.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Foreign exchange gains and losses are presented in the income statement within \u2018other financial items\u2019.
The results and financial position of all the Group's entities that have a functional currency different from the presentation currency (USD) are translated into the presentation currency as follows:
\u2022Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
\u2022Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
\u2022All resulting exchange differences are recognised in other comprehensive income.
| \n \n | \n\n Average rate | \n\n Closing rate as at 31.12 | \n||
|---|---|---|---|---|
| \n \n | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n USD/NOK | \n\n 10.39810 | \n\n 10.74810 | \n\n 10.07910 | \n\n 11.35340 | \n
| \n GBP/USD | \n\n 1.31646 | \n\n 1.27820 | \n\n 1.34656 | \n\n 1.25292 | \n
| \n EUR/USD | \n\n 1.12757 | \n\n 1.08205 | \n\n 1.17501 | \n\n 1.03890 | \n
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, when it is held primarily for the purpose of trading, when it is expected to be realised within twelve months after the reporting period, or when it is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, when it is held primarily for the purpose of trading, when it is due to be settled within twelve months after the reporting period, or when there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The statement of cash flows is prepared under the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with maturity of less than three months at the date of purchase.
The cash flow statement represents the cash flows for the total Group, including both continuing and discontinued operations. The split between continuing and discontinued operations are presented as separate lines within each category of the cash flow statement.
The statement of cash flows is prepared under the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with maturity of less than three months at the date of purchase.
The cash flow statement represents the cash flows for the total Group, including both continuing and discontinued operations. The split between continuing and discontinued operations are presented as separate lines within each category of the cash flow statement.
Note 3Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. These estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as interest rates, foreign exchange rates and other factors which are outside the Group\u2019s control. The resulting estimates will, by definition, seldom equal the related actual results.
The estimates and assumptions that have a significant amount of estimation uncertainty and use of judgement are listed\u00a0below.
\u2022Evaluation of indicators of impairment (Note 9 - Tangible fixed assets)
\u2022Provisions and contingent liabilities (Note 27 - Contingencies)
There is estimation uncertainty in the Group's revenue recognition related to bonus and other variable considerations. Most of the contracts include fees for variable or conditional service fee arrangements, such\u00a0as\u00a0bonuses for meeting or exceeding certain performance\u00a0targets.
The Group estimate these variable fees using a most likely amount approach on a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be received and the probability of success in each case. Variable consideration is included in revenue only to the extent that it is highly probable that the amount will not be subject to significant reversal when the uncertainty is resolved (generally upon completion of a well or drilling programme).
There is estimation uncertainty in the evaluation of useful lifetime of the mobile offshore drilling units. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Management evaluates both external and internal sources of information when assessing remaining useful lifetime, including estimated effects of climate change and the shift to renewable energy sources.
Management exercises significant judgement in determining whether there are any indicators of impairment. Management evaluates both external and internal sources of information in the indicator assessments. The assessments include estimated effects of climate change and the shift to renewable energy sources.
Odfjell Drilling has not identified any impairment indicators as at 31 December 2025.
Note 3Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. These estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as interest rates, foreign exchange rates and other factors which are outside the Group\u2019s control. The resulting estimates will, by definition, seldom equal the related actual results.
The estimates and assumptions that have a significant amount of estimation uncertainty and use of judgement are listed\u00a0below.
\u2022Evaluation of indicators of impairment (Note 9 - Tangible fixed assets)
\u2022Provisions and contingent liabilities (Note 27 - Contingencies)
The estimates and assumptions that have a significant amount of estimation uncertainty and use of judgement are listed\u00a0below.
\u2022Evaluation of indicators of impairment (Note 9 - Tangible fixed assets)
\u2022Provisions and contingent liabilities (Note 27 - Contingencies)
Note 4Operating and geographic segment information
Operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board.
The Group provides drilling and related services to oil and gas companies. Following the purchase of Deepsea Bollsta in December 2025, the Group owns five mobile offshore drilling units with similar services, revenues, clients and production processes. Own drilling units (Own Fleet) is therefore assessed as one operating segment. The same applies for rig management services provided to other owners of other drilling units (External Fleet).
The segment operates mobile offshore drilling units owned by Odfjell Drilling.
| \n \n | \n\n Own Fleet | \n\n External Fleet | \n\n Corporate / other | \n\n Consolidated | \n||||
|---|---|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n External segment revenue | \n\n 723.8 | \n\n 598.6 | \n\n 174.0 | \n\n 173.5 | \n\n 3.5 | \n\n 2.9 | \n\n 901.2 | \n\n 775.1 | \n
| \n Total revenue | \n\n 723.8 | \n\n 598.6 | \n\n 174.0 | \n\n 173.5 | \n\n 3.5 | \n\n 2.9 | \n\n 901.2 | \n\n 775.1 | \n
| \n EBITDA | \n\n 425.1 | \n\n 325.3 | \n\n 33.4 | \n\n 29.1 | \n\n (7.8) | \n\n (8.9) | \n\n 450.7 | \n\n 345.4 | \n
| \n Depreciation and amortisation | \n\n (177.4) | \n\n (191.5) | \n\n - | \n\n - | \n\n (3.7) | \n\n (3.5) | \n\n (181.1) | \n\n (195.0) | \n
| \n EBIT | \n\n 247.7 | \n\n 133.8 | \n\n 33.4 | \n\n 29.1 | \n\n (11.5) | \n\n (12.4) | \n\n 269.6 | \n\n 150.5 | \n
| \n Net financial items | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n (78.4) | \n\n (72.0) | \n
| \n Profit / (loss) before tax - Consolidated Group | \n\n \n | \n\n 191.2 | \n\n 78.5 | \n
| \n \n | \n\n Own Fleet | \n\n External Fleet | \n\n Corporate / Other | \n\n Consolidated | \n||||
|---|---|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n Norway | \n\n 723.8 | \n\n 598.6 | \n\n 125.7 | \n\n 55.9 | \n\n 3.5 | \n\n 2.9 | \n\n 852.9 | \n\n 657.4 | \n
| \n Namibia | \n\n - | \n\n - | \n\n 48.3 | \n\n 72.0 | \n\n - | \n\n - | \n\n 48.3 | \n\n 72.0 | \n
| \n Congo | \n\n - | \n\n - | \n\n - | \n\n 20.0 | \n\n - | \n\n - | \n\n - | \n\n 20.0 | \n
| \n Canada | \n\n - | \n\n - | \n\n - | \n\n 18.4 | \n\n - | \n\n \n | \n\n - | \n\n 18.4 | \n
| \n Ghana | \n\n - | \n\n - | \n\n - | \n\n 7.2 | \n\n - | \n\n - | \n\n - | \n\n 7.2 | \n
| \n Total operating revenue | \n\n 723.8 | \n\n 598.6 | \n\n 174.0 | \n\n 173.5 | \n\n 3.5 | \n\n 2.9 | \n\n 901.2 | \n\n 775.1 | \n
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n UK | \n\n - | \n\n - | \n
| \n Malta | \n\n 2,343.1 | \n\n 1,907.9 | \n
| \n Norway | \n\n 26.0 | \n\n 26.9 | \n
| \n Other | \n\n 11.8 | \n\n - | \n
| \n Total non-current operating assets * | \n\n 2,380.9 | \n\n 1,934.8 | \n
| \n\n | \n
Non-current operating assets in Malta mainly consist of the five (four in 2024) mobile drilling units included in the Own Fleet segment.
Operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board.
Note 5Revenue
Revenue is measured based on the consideration specified in a contract with a client and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over rendered services to the client.
Sometimes, the Group receives short-term advances from clients. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the client and when the client pays for that good or service will be one year or less.
The Group has, as a practical expedient in IFRS 15, recognised the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognised is one year or less.
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. The Group has only operating leases as a lessor. Rental income and the lease component of drilling contracts is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. The lease term may vary from contract to contract, and only includes the non-cancellable period of the contract with the addition of optional renewable periods if the lessee is reasonably certain to extend. None of the existing contracts have optional periods included in the lease term. The lease term is reassessed when options to extend are exercised. Contingent rents are recognised as revenue in the period in which they are earned.
There is estimation uncertainty in the Group's revenue recognition related to bonus and other variable considerations. Most of the contracts include fees for variable or conditional service fee arrangements, such\u00a0as\u00a0bonuses for meeting or exceeding certain performance\u00a0targets.
The Group estimate these variable fees using a most likely amount approach on a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be received and the probability of success in each case. Variable consideration is included in revenue only to the extent that it is highly probable that the amount will not be subject to significant reversal when the uncertainty is resolved (generally upon completion of a well or drilling programme).
The revenue is primarily derived from drilling contracts with clients. The core promise in the contracts with the clients is to be available to provide drilling services over the operation period of a contract. Drilling services primarily consists of providing the mobile offshore drilling unit, crews, related equipment and services necessary to operate the rig. The contract rates include both a lease component and a service component. Services are provided as a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Therefore, the Group follow the series guidance in IFRS 15 and treat the series of distinct services as a single performance obligation.
Revenue is based on the transactions price in the contracts with the clients. The main part of the transaction price is day rates, which range from a full operating day rate to lower or zero rates for periods when drilling operations are interrupted. Payment of the day rate based transaction price is usually due on a monthly basis. Some of the rig contracts contain variable consideration in the form of performance incentives, including section based elements and total well delivery bonuses based on efficiency and operational performance.
Some contracts entitle the Group to receive compensation for mobilisation and demobilisation, contract preparation, customer-requested goods and services or capital upgrades. The compensations are either as fixed lump-sums or based on variable day rates. Lump-sums are usually paid up-front or when certain milestones are met. The payment terms do not contain any significant financing components.
Revenue from drilling contracts is generally recognised in the period from commencing a contract and until completion of the drilling programme (the drilling operation period). No revenue is recognised in the mobilisation and demobilisation period.
Since the clients continuously gain control over the drilling services, revenue is recognised over time, in line with transfer of control.
The likelihood of options being exercised, and thereby included in estimates for expected total revenue and the drilling operation period, is based on an assessment of whether a client option provides a material right for the client. If a contract includes an option that provides a material right for the client, a proportion of contract revenue will be allocated to the material right and recognised as revenue when the additional service is provided or when the option expires.
Day rate considerations in the drilling operation period are attributed to the period to which the drilling operations are performed and recognised as revenue in the same period. Other compensations, as described above, are allocated to the contract and recognised as revenue on a straight-line basis over the drilling operation period. Refer to Note 13 - Contract balances. Bonuses and other variable or conditional service fees are allocated to either the entire drilling operation period or to individual periods during the contract (using the series of services guidance in IFRS 15) depending on what the variable contract revenue relates to.
The costs to prepare the rig for contract and the cost for mobilisation of the rig to the drilling location, are capitalised as Assets from contract costs and expensed as operating cost over the drilling operations period. Refer to Note 13 - Contract balances. Demobilisation expenses are expensed as incurred.
Refer to Note 4 - Segment summary for a description of services provided by the segment. The transaction price is mainly day rate based management fees, usually payable on a monthly basis. Refer to Note 13 - Contract balances for payment terms related to the management agreement for Deepsea Yantai. The payment terms do not contain any significant financing components. In addition to the fixed daily management fee the Manager is entitled to incentive\u00a0fees, typically rig EBITDA based incentives, and\u00a0performance linked bonus elements including a share of any contractual performance incentives received under drilling contracts.
The Group generally recognise revenue over time because of the continuous transfer of control to the client. Variable or conditional service fee arrangements, such as bonuses, are treated according to principles described above. The\u00a0period for recognising revenue is generally equal to the contract period.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Revenue from contracts with clients | \n\n 513.7 | \n\n 480.5 | \n
| \n Lease component in Own Fleet contracts | \n\n 387.3 | \n\n 294.3 | \n
| \n Other operating revenue | \n\n 0.2 | \n\n 0.2 | \n
| \n Operating revenue | \n\n 901.2 | \n\n 775.1 | \n
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Client 1 (Own Fleet) | \n\n 417.6 | \n\n 455.8 | \n
| \n Client 2 (Own Fleet) | \n\n 303.5 | \n\n 145.8 | \n
| \n Client 3 (External Fleet) | \n\n 107.1 | \n\n 88.0 | \n
Amounts allocated to performance obligations that are to be completed under existing client contracts are set out as service elements in the following table.
The firm contract backlog, refer to definition in Definitions Of Alternative Performance Measures, does not include variable consideration which is constrained. The services provided under these contracts will be billed based on time incurred and at day rates according to contract.
| \n USD million | \n\n Future minimum lease payments | \n\n Performance obligations | \n\n Total firm backlog | \n
|---|---|---|---|
| \n Within one year | \n\n 522 | \n\n 342 | \n\n 864 | \n
| \n Between one and two years | \n\n 451 | \n\n 303 | \n\n 754 | \n
| \n Between two and three years | \n\n 208 | \n\n 140 | \n\n 348 | \n
| \n Between three and four years | \n\n 114 | \n\n 80 | \n\n 195 | \n
| \n Between four and five years | \n\n 31 | \n\n 22 | \n\n 53 | \n
| \n After five years | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n 1,326 | \n\n 887 | \n\n 2,213 | \n
Note 13Contract balances
A contract asset is the right to consideration in exchange for goods or services transferred to the client. If the Group performs by transferring goods or services to a client before the client pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
For costs to fulfil contracts where the Group operates as a lessor, the Group has chosen to apply the guidance in IFRS 15 by analogy.
A contract liability is the obligation to transfer goods or services to a client for which the Group has received consideration (or an amount of consideration is due) from the client. If a client pays consideration before the Group transfers goods or services to the client, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Contract assets | \n\n 8.4 | \n\n 7.5 | \n
| \n Non-current contract liabilities | \n\n (33.2) | \n\n - | \n
| \n Current contract liabilities | \n\n (31.0) | \n\n (44.1) | \n
The contract assets as at 31 December 2025 and 31 December 2024 are related to the management agreement with CIMC Raffles regarding management and operation of the Deepsea Yantai. Accrued revenue for the services provided during transit and first mobilisation is payable at the expiry or the termination of the management agreement, or will be offset in the purchase price of the rig, should Odfjell Drilling purchase the unit.
Per 31 December 2025, contract liabilities that are expected to be recognised as revenue in 2026 are classified as current liabilities. All other contract liabilities are classified as non\u2011current liabilities. Of the contract liabilities per 31\u00a0December\u00a02024, about USD 14 million was expected to be recognised as revenue during the first twelve months, and consequently USD\u00a030\u00a0million would have been classified as non-current liability when applying the same classification as per 31\u00a0December\u00a02025. The change in classification do not affect revenue recognition, the cash flow statement or the statement of changes in equity.
In addition to the contract liabilities listed above, the Group have received prepayments from clients that have to be repaid if the drilling contract is not extended beyond the current fixed backlog. This prepayment amount to USD 5.3 million and is presented as other non-current liabilities.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Amounts included in contract liabilities at the beginning of the year | \n\n 13.9 | \n\n 7.6 | \n
| \n Performance obligations satisfied in the previous years | \n\n 2.3 | \n\n 4.2 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Asset recognised at 31 December from costs incurred to fulfil a contract | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Amortisation recognised as cost of providing services during the period | \n\n \n | \n\n 1.9 | \n\n 0.5 | \n
The Group has recognised assets for costs incurred to fulfil a contract with clients. The assets are presented within other current assets in the balance sheet. The asset is amortised on a straight-line basis over the term of the specific contract it relates to, consistent with the pattern of recognition of the associated revenue.
Note 5Revenue
Revenue is measured based on the consideration specified in a contract with a client and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over rendered services to the client.
Sometimes, the Group receives short-term advances from clients. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the client and when the client pays for that good or service will be one year or less.
The Group has, as a practical expedient in IFRS 15, recognised the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognised is one year or less.
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. The Group has only operating leases as a lessor. Rental income and the lease component of drilling contracts is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. The lease term may vary from contract to contract, and only includes the non-cancellable period of the contract with the addition of optional renewable periods if the lessee is reasonably certain to extend. None of the existing contracts have optional periods included in the lease term. The lease term is reassessed when options to extend are exercised. Contingent rents are recognised as revenue in the period in which they are earned.
There is estimation uncertainty in the Group's revenue recognition related to bonus and other variable considerations. Most of the contracts include fees for variable or conditional service fee arrangements, such\u00a0as\u00a0bonuses for meeting or exceeding certain performance\u00a0targets.
The Group estimate these variable fees using a most likely amount approach on a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be received and the probability of success in each case. Variable consideration is included in revenue only to the extent that it is highly probable that the amount will not be subject to significant reversal when the uncertainty is resolved (generally upon completion of a well or drilling programme).
The revenue is primarily derived from drilling contracts with clients. The core promise in the contracts with the clients is to be available to provide drilling services over the operation period of a contract. Drilling services primarily consists of providing the mobile offshore drilling unit, crews, related equipment and services necessary to operate the rig. The contract rates include both a lease component and a service component. Services are provided as a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Therefore, the Group follow the series guidance in IFRS 15 and treat the series of distinct services as a single performance obligation.
Revenue is based on the transactions price in the contracts with the clients. The main part of the transaction price is day rates, which range from a full operating day rate to lower or zero rates for periods when drilling operations are interrupted. Payment of the day rate based transaction price is usually due on a monthly basis. Some of the rig contracts contain variable consideration in the form of performance incentives, including section based elements and total well delivery bonuses based on efficiency and operational performance.
Some contracts entitle the Group to receive compensation for mobilisation and demobilisation, contract preparation, customer-requested goods and services or capital upgrades. The compensations are either as fixed lump-sums or based on variable day rates. Lump-sums are usually paid up-front or when certain milestones are met. The payment terms do not contain any significant financing components.
Revenue from drilling contracts is generally recognised in the period from commencing a contract and until completion of the drilling programme (the drilling operation period). No revenue is recognised in the mobilisation and demobilisation period.
Since the clients continuously gain control over the drilling services, revenue is recognised over time, in line with transfer of control.
The likelihood of options being exercised, and thereby included in estimates for expected total revenue and the drilling operation period, is based on an assessment of whether a client option provides a material right for the client. If a contract includes an option that provides a material right for the client, a proportion of contract revenue will be allocated to the material right and recognised as revenue when the additional service is provided or when the option expires.
Day rate considerations in the drilling operation period are attributed to the period to which the drilling operations are performed and recognised as revenue in the same period. Other compensations, as described above, are allocated to the contract and recognised as revenue on a straight-line basis over the drilling operation period. Refer to Note 13 - Contract balances. Bonuses and other variable or conditional service fees are allocated to either the entire drilling operation period or to individual periods during the contract (using the series of services guidance in IFRS 15) depending on what the variable contract revenue relates to.
The costs to prepare the rig for contract and the cost for mobilisation of the rig to the drilling location, are capitalised as Assets from contract costs and expensed as operating cost over the drilling operations period. Refer to Note 13 - Contract balances. Demobilisation expenses are expensed as incurred.
Refer to Note 4 - Segment summary for a description of services provided by the segment. The transaction price is mainly day rate based management fees, usually payable on a monthly basis. Refer to Note 13 - Contract balances for payment terms related to the management agreement for Deepsea Yantai. The payment terms do not contain any significant financing components. In addition to the fixed daily management fee the Manager is entitled to incentive\u00a0fees, typically rig EBITDA based incentives, and\u00a0performance linked bonus elements including a share of any contractual performance incentives received under drilling contracts.
The Group generally recognise revenue over time because of the continuous transfer of control to the client. Variable or conditional service fee arrangements, such as bonuses, are treated according to principles described above. The\u00a0period for recognising revenue is generally equal to the contract period.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Revenue from contracts with clients | \n\n 513.7 | \n\n 480.5 | \n
| \n Lease component in Own Fleet contracts | \n\n 387.3 | \n\n 294.3 | \n
| \n Other operating revenue | \n\n 0.2 | \n\n 0.2 | \n
| \n Operating revenue | \n\n 901.2 | \n\n 775.1 | \n
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Client 1 (Own Fleet) | \n\n 417.6 | \n\n 455.8 | \n
| \n Client 2 (Own Fleet) | \n\n 303.5 | \n\n 145.8 | \n
| \n Client 3 (External Fleet) | \n\n 107.1 | \n\n 88.0 | \n
Amounts allocated to performance obligations that are to be completed under existing client contracts are set out as service elements in the following table.
The firm contract backlog, refer to definition in Definitions Of Alternative Performance Measures, does not include variable consideration which is constrained. The services provided under these contracts will be billed based on time incurred and at day rates according to contract.
| \n USD million | \n\n Future minimum lease payments | \n\n Performance obligations | \n\n Total firm backlog | \n
|---|---|---|---|
| \n Within one year | \n\n 522 | \n\n 342 | \n\n 864 | \n
| \n Between one and two years | \n\n 451 | \n\n 303 | \n\n 754 | \n
| \n Between two and three years | \n\n 208 | \n\n 140 | \n\n 348 | \n
| \n Between three and four years | \n\n 114 | \n\n 80 | \n\n 195 | \n
| \n Between four and five years | \n\n 31 | \n\n 22 | \n\n 53 | \n
| \n After five years | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n 1,326 | \n\n 887 | \n\n 2,213 | \n
Note 13Contract balances
A contract asset is the right to consideration in exchange for goods or services transferred to the client. If the Group performs by transferring goods or services to a client before the client pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
For costs to fulfil contracts where the Group operates as a lessor, the Group has chosen to apply the guidance in IFRS 15 by analogy.
A contract liability is the obligation to transfer goods or services to a client for which the Group has received consideration (or an amount of consideration is due) from the client. If a client pays consideration before the Group transfers goods or services to the client, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Contract assets | \n\n 8.4 | \n\n 7.5 | \n
| \n Non-current contract liabilities | \n\n (33.2) | \n\n - | \n
| \n Current contract liabilities | \n\n (31.0) | \n\n (44.1) | \n
The contract assets as at 31 December 2025 and 31 December 2024 are related to the management agreement with CIMC Raffles regarding management and operation of the Deepsea Yantai. Accrued revenue for the services provided during transit and first mobilisation is payable at the expiry or the termination of the management agreement, or will be offset in the purchase price of the rig, should Odfjell Drilling purchase the unit.
Per 31 December 2025, contract liabilities that are expected to be recognised as revenue in 2026 are classified as current liabilities. All other contract liabilities are classified as non\u2011current liabilities. Of the contract liabilities per 31\u00a0December\u00a02024, about USD 14 million was expected to be recognised as revenue during the first twelve months, and consequently USD\u00a030\u00a0million would have been classified as non-current liability when applying the same classification as per 31\u00a0December\u00a02025. The change in classification do not affect revenue recognition, the cash flow statement or the statement of changes in equity.
In addition to the contract liabilities listed above, the Group have received prepayments from clients that have to be repaid if the drilling contract is not extended beyond the current fixed backlog. This prepayment amount to USD 5.3 million and is presented as other non-current liabilities.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Amounts included in contract liabilities at the beginning of the year | \n\n 13.9 | \n\n 7.6 | \n
| \n Performance obligations satisfied in the previous years | \n\n 2.3 | \n\n 4.2 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Asset recognised at 31 December from costs incurred to fulfil a contract | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Amortisation recognised as cost of providing services during the period | \n\n \n | \n\n 1.9 | \n\n 0.5 | \n
The Group has recognised assets for costs incurred to fulfil a contract with clients. The assets are presented within other current assets in the balance sheet. The asset is amortised on a straight-line basis over the term of the specific contract it relates to, consistent with the pattern of recognition of the associated revenue.
Revenue is measured based on the consideration specified in a contract with a client and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over rendered services to the client.
Sometimes, the Group receives short-term advances from clients. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the client and when the client pays for that good or service will be one year or less.
The Group has, as a practical expedient in IFRS 15, recognised the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognised is one year or less.
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. The Group has only operating leases as a lessor. Rental income and the lease component of drilling contracts is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. The lease term may vary from contract to contract, and only includes the non-cancellable period of the contract with the addition of optional renewable periods if the lessee is reasonably certain to extend. None of the existing contracts have optional periods included in the lease term. The lease term is reassessed when options to extend are exercised. Contingent rents are recognised as revenue in the period in which they are earned.
There is estimation uncertainty in the Group's revenue recognition related to bonus and other variable considerations. Most of the contracts include fees for variable or conditional service fee arrangements, such\u00a0as\u00a0bonuses for meeting or exceeding certain performance\u00a0targets.
The Group estimate these variable fees using a most likely amount approach on a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be received and the probability of success in each case. Variable consideration is included in revenue only to the extent that it is highly probable that the amount will not be subject to significant reversal when the uncertainty is resolved (generally upon completion of a well or drilling programme).
The revenue is primarily derived from drilling contracts with clients. The core promise in the contracts with the clients is to be available to provide drilling services over the operation period of a contract. Drilling services primarily consists of providing the mobile offshore drilling unit, crews, related equipment and services necessary to operate the rig. The contract rates include both a lease component and a service component. Services are provided as a series of distinct services that are substantially the same and have the same pattern of transfer to the client. Therefore, the Group follow the series guidance in IFRS 15 and treat the series of distinct services as a single performance obligation.
Revenue is based on the transactions price in the contracts with the clients. The main part of the transaction price is day rates, which range from a full operating day rate to lower or zero rates for periods when drilling operations are interrupted. Payment of the day rate based transaction price is usually due on a monthly basis. Some of the rig contracts contain variable consideration in the form of performance incentives, including section based elements and total well delivery bonuses based on efficiency and operational performance.
Some contracts entitle the Group to receive compensation for mobilisation and demobilisation, contract preparation, customer-requested goods and services or capital upgrades. The compensations are either as fixed lump-sums or based on variable day rates. Lump-sums are usually paid up-front or when certain milestones are met. The payment terms do not contain any significant financing components.
Revenue from drilling contracts is generally recognised in the period from commencing a contract and until completion of the drilling programme (the drilling operation period). No revenue is recognised in the mobilisation and demobilisation period.
Since the clients continuously gain control over the drilling services, revenue is recognised over time, in line with transfer of control.
The likelihood of options being exercised, and thereby included in estimates for expected total revenue and the drilling operation period, is based on an assessment of whether a client option provides a material right for the client. If a contract includes an option that provides a material right for the client, a proportion of contract revenue will be allocated to the material right and recognised as revenue when the additional service is provided or when the option expires.
Day rate considerations in the drilling operation period are attributed to the period to which the drilling operations are performed and recognised as revenue in the same period. Other compensations, as described above, are allocated to the contract and recognised as revenue on a straight-line basis over the drilling operation period. Refer to Note 13 - Contract balances. Bonuses and other variable or conditional service fees are allocated to either the entire drilling operation period or to individual periods during the contract (using the series of services guidance in IFRS 15) depending on what the variable contract revenue relates to.
The costs to prepare the rig for contract and the cost for mobilisation of the rig to the drilling location, are capitalised as Assets from contract costs and expensed as operating cost over the drilling operations period. Refer to Note 13 - Contract balances. Demobilisation expenses are expensed as incurred.
Refer to Note 4 - Segment summary for a description of services provided by the segment. The transaction price is mainly day rate based management fees, usually payable on a monthly basis. Refer to Note 13 - Contract balances for payment terms related to the management agreement for Deepsea Yantai. The payment terms do not contain any significant financing components. In addition to the fixed daily management fee the Manager is entitled to incentive\u00a0fees, typically rig EBITDA based incentives, and\u00a0performance linked bonus elements including a share of any contractual performance incentives received under drilling contracts.
The Group generally recognise revenue over time because of the continuous transfer of control to the client. Variable or conditional service fee arrangements, such as bonuses, are treated according to principles described above. The\u00a0period for recognising revenue is generally equal to the contract period.
A contract asset is the right to consideration in exchange for goods or services transferred to the client. If the Group performs by transferring goods or services to a client before the client pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
For costs to fulfil contracts where the Group operates as a lessor, the Group has chosen to apply the guidance in IFRS 15 by analogy.
A contract liability is the obligation to transfer goods or services to a client for which the Group has received consideration (or an amount of consideration is due) from the client. If a client pays consideration before the Group transfers goods or services to the client, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
Note 6Personnel Expenses
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Salaries and wages | \n\n \n | \n\n 229.9 | \n\n 213.4 | \n
| \n Employer`s national insurance contributions | \n\n \n | \n\n 34.0 | \n\n 33.7 | \n
| \n Pension expenses | \n\n\n | \n\n 19.8 | \n\n 17.0 | \n
| \n Cost of share-based option plan | \n\n\n | \n\n 0.6 | \n\n 0.4 | \n
| \n Other benefits and personnel expenses | \n\n \n | \n\n 4.9 | \n\n 13.7 | \n
| \n Hired personnel | \n\n \n | \n\n 22.6 | \n\n 14.4 | \n
| \n Capitalised personnel expenses | \n\n \n | \n\n (8.8) | \n\n (9.3) | \n
| \n Total personnel expenses | \n\n \n | \n\n 303.0 | \n\n 283.3 | \n
Note 18Post-employment benefits
The Group has occupational pension plans for employees. The pension plans are measured and presented according to IAS\u00a019.
The Group has funded defined benefit pension schemes in one Norwegian company covering a total of 11 active members and 20\u00a0pensioners as at 31 December 2025. The scheme entitles employees to defined future benefits. These are mainly dependent on the number of years of service, the salary level at pensionable age and the size of benefits paid by the national insurance. The liabilities are covered through an insurance company.
In addition to the pension obligations that arise from the funded defined benefit plans, the Group\u2019s Norwegian companies have unfunded defined benefit obligations related to pensions and early retirement pensions. The early retirement pensions entitle staff to benefits (about USD 13,000 a year) from the company from the age of 62 until they are eligible for a national insurance pension when reaching the age of 67, if they retire and meet requirement to receive CPA (see below).
The Group has contractual pension agreement (CPA) schemes in Norway established in multi-employer plans. These multi-employer plans are defined benefit plans, but the Group does not have access to the necessary information for the accounting years 2024 and 2025 required to account for these plans as defined benefit plans, and the plans are therefore accounted for as defined contribution plans.
The Norwegian subsidiaries in the Group with employees are required to have a civil service pension scheme according to the Norwegian Act relating to mandatory occupational pensions. These subsidiaries have pension schemes in accordance with the requirements in this Act.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Present value of funded obligations | \n\n 9.4 | \n\n 7.0 | \n
| \n Fair value of plan assets | \n\n 8.6 | \n\n 6.4 | \n
| \n Deficit of funded plans | \n\n 0.9 | \n\n 0.5 | \n
| \n Present value of unfunded obligations | \n\n - | \n\n - | \n
| \n Total deficit of defined benefit pension plans | \n\n 0.9 | \n\n 0.5 | \n
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Pension expenses (-net gain) from defined benefit scheme included in personnel expenses | \n\n 0.2 | \n\n 0.2 | \n
| \n Pension expenses from defined contribution schemes | \n\n 10.8 | \n\n 9.2 | \n
| \n Pension expenses from multi-employer plans accounted for as defined contribution schemes | \n\n 8.9 | \n\n 7.7 | \n
| \n Total pension expenses included in personnel expenses | \n\n 19.8 | \n\n 17.0 | \n
See Note 6 - Personnel expenses for further information regarding personnel expenses.
| \n \n | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n No. of employees (annual average) | \n\n \n | \n\n 1,623 | \n\n 1,546 | \n
| \n No. of employees at 31 December | \n\n \n | \n\n 1,643 | \n\n 1,547 | \n
Note 7Combined items, income statement
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Hired services | \n\n \n | \n\n 47.3 | \n\n 53.3 | \n
| \n Hired equipment | \n\n \n | \n\n 28.1 | \n\n 27.5 | \n
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Insurance | \n\n \n | \n\n 3.4 | \n\n 3.3 | \n
| \n Freight and transport | \n\n \n | \n\n 2.1 | \n\n 2.0 | \n
| \n Costs of premises | \n\n \n | \n\n 2.1 | \n\n 1.3 | \n
| \n Travel and course expenses | \n\n \n | \n\n 14.1 | \n\n 15.9 | \n
| \n Other operating and administrative expenses | \n\n \n | \n\n 4.4 | \n\n 5.3 | \n
| \n Amortised other operating contract cost | \n\n\n | \n\n 1.9 | \n\n 0.5 | \n
| \n Total other operating expenses | \n\n \n | \n\n 147.5 | \n\n 146.9 | \n
| \n USD million | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Expenses that do not meet EU-Taxonomy definition for OPEX | \n\n \n | \n\n (2.7) | \n\n (2.9) | \n
| \n Personnel expenses related to innovation | \n\n \n | \n\n 0.2 | \n\n - | \n
| \n OPEX used in EU-Taxonomy | \n\n \n | \n\n 41.6 | \n\n 34.8 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Net currency gain / (loss) | \n\n \n | \n\n (5.7) | \n\n 1.6 | \n
| \n Change in value of market-based derivatives * | \n\n\n | \n\n - | \n\n (11.7) | \n
| \n Other financial expenses | \n\n \n | \n\n (0.3) | \n\n 0.1 | \n
| \n Total other financial items | \n\n \n | \n\n (6.0) | \n\n (10.0) | \n
| \n\n | \n
Note 7Combined items, income statement
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Hired services | \n\n \n | \n\n 47.3 | \n\n 53.3 | \n
| \n Hired equipment | \n\n \n | \n\n 28.1 | \n\n 27.5 | \n
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Insurance | \n\n \n | \n\n 3.4 | \n\n 3.3 | \n
| \n Freight and transport | \n\n \n | \n\n 2.1 | \n\n 2.0 | \n
| \n Costs of premises | \n\n \n | \n\n 2.1 | \n\n 1.3 | \n
| \n Travel and course expenses | \n\n \n | \n\n 14.1 | \n\n 15.9 | \n
| \n Other operating and administrative expenses | \n\n \n | \n\n 4.4 | \n\n 5.3 | \n
| \n Amortised other operating contract cost | \n\n\n | \n\n 1.9 | \n\n 0.5 | \n
| \n Total other operating expenses | \n\n \n | \n\n 147.5 | \n\n 146.9 | \n
| \n USD million | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Expenses that do not meet EU-Taxonomy definition for OPEX | \n\n \n | \n\n (2.7) | \n\n (2.9) | \n
| \n Personnel expenses related to innovation | \n\n \n | \n\n 0.2 | \n\n - | \n
| \n OPEX used in EU-Taxonomy | \n\n \n | \n\n 41.6 | \n\n 34.8 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Net currency gain / (loss) | \n\n \n | \n\n (5.7) | \n\n 1.6 | \n
| \n Change in value of market-based derivatives * | \n\n\n | \n\n - | \n\n (11.7) | \n
| \n Other financial expenses | \n\n \n | \n\n (0.3) | \n\n 0.1 | \n
| \n Total other financial items | \n\n \n | \n\n (6.0) | \n\n (10.0) | \n
| \n\n | \n
Note 7Combined items, income statement
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Hired services | \n\n \n | \n\n 47.3 | \n\n 53.3 | \n
| \n Hired equipment | \n\n \n | \n\n 28.1 | \n\n 27.5 | \n
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Insurance | \n\n \n | \n\n 3.4 | \n\n 3.3 | \n
| \n Freight and transport | \n\n \n | \n\n 2.1 | \n\n 2.0 | \n
| \n Costs of premises | \n\n \n | \n\n 2.1 | \n\n 1.3 | \n
| \n Travel and course expenses | \n\n \n | \n\n 14.1 | \n\n 15.9 | \n
| \n Other operating and administrative expenses | \n\n \n | \n\n 4.4 | \n\n 5.3 | \n
| \n Amortised other operating contract cost | \n\n\n | \n\n 1.9 | \n\n 0.5 | \n
| \n Total other operating expenses | \n\n \n | \n\n 147.5 | \n\n 146.9 | \n
| \n USD million | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Expenses that do not meet EU-Taxonomy definition for OPEX | \n\n \n | \n\n (2.7) | \n\n (2.9) | \n
| \n Personnel expenses related to innovation | \n\n \n | \n\n 0.2 | \n\n - | \n
| \n OPEX used in EU-Taxonomy | \n\n \n | \n\n 41.6 | \n\n 34.8 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Hired services | \n\n \n | \n\n 47.3 | \n\n 53.3 | \n
| \n Hired equipment | \n\n \n | \n\n 28.1 | \n\n 27.5 | \n
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Insurance | \n\n \n | \n\n 3.4 | \n\n 3.3 | \n
| \n Freight and transport | \n\n \n | \n\n 2.1 | \n\n 2.0 | \n
| \n Costs of premises | \n\n \n | \n\n 2.1 | \n\n 1.3 | \n
| \n Travel and course expenses | \n\n \n | \n\n 14.1 | \n\n 15.9 | \n
| \n Other operating and administrative expenses | \n\n \n | \n\n 4.4 | \n\n 5.3 | \n
| \n Amortised other operating contract cost | \n\n\n | \n\n 1.9 | \n\n 0.5 | \n
| \n Total other operating expenses | \n\n \n | \n\n 147.5 | \n\n 146.9 | \n
| \n USD million | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Expenses that do not meet EU-Taxonomy definition for OPEX | \n\n \n | \n\n (2.7) | \n\n (2.9) | \n
| \n Personnel expenses related to innovation | \n\n \n | \n\n 0.2 | \n\n - | \n
| \n OPEX used in EU-Taxonomy | \n\n \n | \n\n 41.6 | \n\n 34.8 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Hired services | \n\n \n | \n\n 47.3 | \n\n 53.3 | \n
| \n Hired equipment | \n\n \n | \n\n 28.1 | \n\n 27.5 | \n
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Insurance | \n\n \n | \n\n 3.4 | \n\n 3.3 | \n
| \n Freight and transport | \n\n \n | \n\n 2.1 | \n\n 2.0 | \n
| \n Costs of premises | \n\n \n | \n\n 2.1 | \n\n 1.3 | \n
| \n Travel and course expenses | \n\n \n | \n\n 14.1 | \n\n 15.9 | \n
| \n Other operating and administrative expenses | \n\n \n | \n\n 4.4 | \n\n 5.3 | \n
| \n Amortised other operating contract cost | \n\n\n | \n\n 1.9 | \n\n 0.5 | \n
| \n Total other operating expenses | \n\n \n | \n\n 147.5 | \n\n 146.9 | \n
| \n USD million | \n\n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Repair and maintenance, inspection, tools, fixtures and fittings | \n\n \n | \n\n 44.1 | \n\n 37.7 | \n
| \n Expenses that do not meet EU-Taxonomy definition for OPEX | \n\n \n | \n\n (2.7) | \n\n (2.9) | \n
| \n Personnel expenses related to innovation | \n\n \n | \n\n 0.2 | \n\n - | \n
| \n OPEX used in EU-Taxonomy | \n\n \n | \n\n 41.6 | \n\n 34.8 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Net currency gain / (loss) | \n\n \n | \n\n (5.7) | \n\n 1.6 | \n
| \n Change in value of market-based derivatives * | \n\n\n | \n\n - | \n\n (11.7) | \n
| \n Other financial expenses | \n\n \n | \n\n (0.3) | \n\n 0.1 | \n
| \n Total other financial items | \n\n \n | \n\n (6.0) | \n\n (10.0) | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Net currency gain / (loss) | \n\n \n | \n\n (5.7) | \n\n 1.6 | \n
| \n Change in value of market-based derivatives * | \n\n\n | \n\n - | \n\n (11.7) | \n
| \n Other financial expenses | \n\n \n | \n\n (0.3) | \n\n 0.1 | \n
| \n Total other financial items | \n\n \n | \n\n (6.0) | \n\n (10.0) | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Interest expenses borrowings | \n\n \n | \n\n 50.7 | \n\n 58.3 | \n
| \n Amortised transaction costs borrowings * | \n\n\n | \n\n 20.6 | \n\n 2.5 | \n
| \n Interest expenses lease liabilities | \n\n\n | \n\n 2.8 | \n\n 3.6 | \n
| \n Other interest expenses | \n\n \n | \n\n 3.0 | \n\n 3.1 | \n
| \n Total interest expenses | \n\n \n | \n\n 77.0 | \n\n 67.4 | \n
| \n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Net currency gain / (loss) | \n\n \n | \n\n (5.7) | \n\n 1.6 | \n
| \n Change in value of market-based derivatives * | \n\n\n | \n\n - | \n\n (11.7) | \n
| \n Other financial expenses | \n\n \n | \n\n (0.3) | \n\n 0.1 | \n
| \n Total other financial items | \n\n \n | \n\n (6.0) | \n\n (10.0) | \n
| \n\n | \n
Note 8Income Taxes
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
The Group is within the scope of the OECD Pillar Two model rules, however the effects of the global minimum tax (GloBE) is not expected to come into effect with the current set-up for the Group until 2027 (with cash effect from 2029) due to the revenue thresholds in the rules. 2025 is the first year the Group obtained revenue above the threshold.
Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Under the legislation, the Group will be liable to pay a top-up tax for the difference between their GloBE effective tax rate per jurisdiction and the 15% minimum tax rate.
The Group continues to assess its exposure to the Pillar Two legislation for when it comes into effect. Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Payable taxes | \n\n (11.1) | \n\n (11.8) | \n
| \n Change in deferred tax | \n\n (13.1) | \n\n (2.0) | \n
| \n Total income tax expense | \n\n (24.2) | \n\n (13.8) | \n
| \n Effective tax rate | \n\n 12.7 % | \n\n 17.5 % | \n
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Profit before income tax | \n\n 191.2 | \n\n 78.5 | \n
| \n Tax calculated at domestic tax rates applicable to profits in respective countries * | \n\n (18.6) | \n\n (10.2) | \n
| \n Effect of adjustments recognised related to prior periods | \n\n (2.3) | \n\n (0.6) | \n
| \n Effect of net non-taxable income / (expenses) | \n\n (3.3) | \n\n (2.9) | \n
| \n Income tax expense | \n\n (24.2) | \n\n (13.8) | \n
| \n\n | \n
Adjustments recognised related to prior periods include USD 2.8 million due to the reversal of the tax assets in Malta sub-holding companies. In prior periods, deferred tax assets was calculated based on the assumption that the subholdings would have taxable income in Malta and thereby claim tax deduction for their expenses. However, this proved to be incorrect as they only earn income classified as passive for Malta taxation.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Net deferred tax assets/(deferred tax liabilities) at 01.01 | \n\n 6.7 | \n\n 8.5 | \n
| \n Income statement charge | \n\n (13.1) | \n\n (2.0) | \n
| \n Change in deferred tax on other comprehensive income | \n\n 0.2 | \n\n 0.2 | \n
| \n Currency translation differences | \n\n 0.1 | \n\n (0.1) | \n
| \n Net deferred tax assets/(deferred tax liabilities) at 31.12 | \n\n (6.2) | \n\n 6.7 | \n
The Group\u2019s recognised deferred tax assets are related to operations in Malta, Norway and the UK.
| \n USD million | \n\n Tax losses | \n\n Current assets | \n\n Net pension | \n\n Lease liabilities | \n\n Total | \n\n Deferred tax liabilities offset in deferred tax assets | \n\n Net book value of deferred tax asset | \n
|---|---|---|---|---|---|---|---|
| \n Opening balance 01.01.2024 | \n\n 10.2 | \n\n 0.3 | \n\n 0.2 | \n\n 10.6 | \n\n 21.3 | \n\n \n | \n\n \n | \n
| \n Income statement charge | \n\n 0.5 | \n\n (0.3) | \n\n (0.0) | \n\n (3.1) | \n\n (2.9) | \n\n \n | \n\n \n | \n
| \n Change in deferred tax on other comprehensive income | \n\n - | \n\n 0.2 | \n\n 0.0 | \n\n - | \n\n 0.2 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n - | \n\n (0.0) | \n\n (0.0) | \n\n (0.9) | \n\n (0.9) | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2024 | \n\n 10.7 | \n\n 0.2 | \n\n 0.1 | \n\n 6.7 | \n\n 17.8 | \n\n (11.0) | \n\n 6.7 | \n
| \n Income statement charge | \n\n (5.8) | \n\n 0.0 | \n\n (0.0) | \n\n (1.3) | \n\n (7.0) | \n\n \n | \n\n \n | \n
| \n Change in deferred tax on other comprehensive income | \n\n - | \n\n 0.1 | \n\n 0.1 | \n\n - | \n\n 0.2 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n - | \n\n 0.0 | \n\n 0.0 | \n\n 0.7 | \n\n 0.7 | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2025 | \n\n 4.9 | \n\n 0.3 | \n\n 0.2 | \n\n 6.2 | \n\n 11.6 | \n\n (8.7) | \n\n 2.9 | \n
| \n USD million | \n\n Deferred capital gains | \n\n Fixed assets | \n\n Right-of-use Assets | \n\n Total | \n\n Deferred tax assets offset in deferred tax liabilities | \n\n Net book value of deferred tax liability | \n
|---|---|---|---|---|---|---|
| \n Opening balance 01.01.2024 | \n\n (0.6) | \n\n (2.4) | \n\n (9.7) | \n\n (12.8) | \n\n \n | \n\n \n | \n
| \n Income statement charge | \n\n 0.1 | \n\n (2.2) | \n\n 3.0 | \n\n 0.9 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n 0.1 | \n\n 0.0 | \n\n 0.8 | \n\n 0.8 | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2024 | \n\n (0.5) | \n\n (4.6) | \n\n (6.0) | \n\n (11.0) | \n\n 11.0 | \n\n - | \n
| \n Income statement charge | \n\n 0.1 | \n\n (7.4) | \n\n 1.2 | \n\n (6.1) | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n (0.1) | \n\n (0.0) | \n\n (0.6) | \n\n (0.7) | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2025 | \n\n (0.4) | \n\n (12.0) | \n\n (5.4) | \n\n (17.8) | \n\n 8.7 | \n\n (9.1) | \n
The Group does not have any material tax losses for which no tax asset has been recognised.
Refer to Note 27 - Contingencies for information regarding letter of indemnity and payment made in 2023 in relation to the Odfjell Offshore Ltd tax case.
| \n \n | \n\n Before tax | \n\n Tax (charge)/ credit | \n\n After tax | \n\n Before tax | \n\n Tax (charge)/ credit | \n\n After tax | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Remeasurements of post employment benefit obligations | \n\n (0.3) | \n\n 0.1 | \n\n (0.3) | \n\n (0.1) | \n\n 0.0 | \n\n (0.1) | \n
| \n Cash flow hedges | \n\n 2.2 | \n\n 0.1 | \n\n 2.3 | \n\n (4.3) | \n\n 0.2 | \n\n (4.0) | \n
| \n Other comprehensive income | \n\n 1.9 | \n\n 0.2 | \n\n 2.1 | \n\n (4.3) | \n\n 0.2 | \n\n (4.1) | \n
| \n Deferred tax | \n\n \n | \n\n 0.2 | \n\n \n | \n\n \n | \n\n 0.2 | \n\n \n | \n
Note 8Income Taxes
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
The Group is within the scope of the OECD Pillar Two model rules, however the effects of the global minimum tax (GloBE) is not expected to come into effect with the current set-up for the Group until 2027 (with cash effect from 2029) due to the revenue thresholds in the rules. 2025 is the first year the Group obtained revenue above the threshold.
Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Under the legislation, the Group will be liable to pay a top-up tax for the difference between their GloBE effective tax rate per jurisdiction and the 15% minimum tax rate.
The Group continues to assess its exposure to the Pillar Two legislation for when it comes into effect. Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Payable taxes | \n\n (11.1) | \n\n (11.8) | \n
| \n Change in deferred tax | \n\n (13.1) | \n\n (2.0) | \n
| \n Total income tax expense | \n\n (24.2) | \n\n (13.8) | \n
| \n Effective tax rate | \n\n 12.7 % | \n\n 17.5 % | \n
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Profit before income tax | \n\n 191.2 | \n\n 78.5 | \n
| \n Tax calculated at domestic tax rates applicable to profits in respective countries * | \n\n (18.6) | \n\n (10.2) | \n
| \n Effect of adjustments recognised related to prior periods | \n\n (2.3) | \n\n (0.6) | \n
| \n Effect of net non-taxable income / (expenses) | \n\n (3.3) | \n\n (2.9) | \n
| \n Income tax expense | \n\n (24.2) | \n\n (13.8) | \n
| \n\n | \n
Adjustments recognised related to prior periods include USD 2.8 million due to the reversal of the tax assets in Malta sub-holding companies. In prior periods, deferred tax assets was calculated based on the assumption that the subholdings would have taxable income in Malta and thereby claim tax deduction for their expenses. However, this proved to be incorrect as they only earn income classified as passive for Malta taxation.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Net deferred tax assets/(deferred tax liabilities) at 01.01 | \n\n 6.7 | \n\n 8.5 | \n
| \n Income statement charge | \n\n (13.1) | \n\n (2.0) | \n
| \n Change in deferred tax on other comprehensive income | \n\n 0.2 | \n\n 0.2 | \n
| \n Currency translation differences | \n\n 0.1 | \n\n (0.1) | \n
| \n Net deferred tax assets/(deferred tax liabilities) at 31.12 | \n\n (6.2) | \n\n 6.7 | \n
The Group\u2019s recognised deferred tax assets are related to operations in Malta, Norway and the UK.
| \n USD million | \n\n Tax losses | \n\n Current assets | \n\n Net pension | \n\n Lease liabilities | \n\n Total | \n\n Deferred tax liabilities offset in deferred tax assets | \n\n Net book value of deferred tax asset | \n
|---|---|---|---|---|---|---|---|
| \n Opening balance 01.01.2024 | \n\n 10.2 | \n\n 0.3 | \n\n 0.2 | \n\n 10.6 | \n\n 21.3 | \n\n \n | \n\n \n | \n
| \n Income statement charge | \n\n 0.5 | \n\n (0.3) | \n\n (0.0) | \n\n (3.1) | \n\n (2.9) | \n\n \n | \n\n \n | \n
| \n Change in deferred tax on other comprehensive income | \n\n - | \n\n 0.2 | \n\n 0.0 | \n\n - | \n\n 0.2 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n - | \n\n (0.0) | \n\n (0.0) | \n\n (0.9) | \n\n (0.9) | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2024 | \n\n 10.7 | \n\n 0.2 | \n\n 0.1 | \n\n 6.7 | \n\n 17.8 | \n\n (11.0) | \n\n 6.7 | \n
| \n Income statement charge | \n\n (5.8) | \n\n 0.0 | \n\n (0.0) | \n\n (1.3) | \n\n (7.0) | \n\n \n | \n\n \n | \n
| \n Change in deferred tax on other comprehensive income | \n\n - | \n\n 0.1 | \n\n 0.1 | \n\n - | \n\n 0.2 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n - | \n\n 0.0 | \n\n 0.0 | \n\n 0.7 | \n\n 0.7 | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2025 | \n\n 4.9 | \n\n 0.3 | \n\n 0.2 | \n\n 6.2 | \n\n 11.6 | \n\n (8.7) | \n\n 2.9 | \n
| \n USD million | \n\n Deferred capital gains | \n\n Fixed assets | \n\n Right-of-use Assets | \n\n Total | \n\n Deferred tax assets offset in deferred tax liabilities | \n\n Net book value of deferred tax liability | \n
|---|---|---|---|---|---|---|
| \n Opening balance 01.01.2024 | \n\n (0.6) | \n\n (2.4) | \n\n (9.7) | \n\n (12.8) | \n\n \n | \n\n \n | \n
| \n Income statement charge | \n\n 0.1 | \n\n (2.2) | \n\n 3.0 | \n\n 0.9 | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n 0.1 | \n\n 0.0 | \n\n 0.8 | \n\n 0.8 | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2024 | \n\n (0.5) | \n\n (4.6) | \n\n (6.0) | \n\n (11.0) | \n\n 11.0 | \n\n - | \n
| \n Income statement charge | \n\n 0.1 | \n\n (7.4) | \n\n 1.2 | \n\n (6.1) | \n\n \n | \n\n \n | \n
| \n Currency translation differences | \n\n (0.1) | \n\n (0.0) | \n\n (0.6) | \n\n (0.7) | \n\n \n | \n\n \n | \n
| \n Closing balance 31.12.2025 | \n\n (0.4) | \n\n (12.0) | \n\n (5.4) | \n\n (17.8) | \n\n 8.7 | \n\n (9.1) | \n
The Group does not have any material tax losses for which no tax asset has been recognised.
Refer to Note 27 - Contingencies for information regarding letter of indemnity and payment made in 2023 in relation to the Odfjell Offshore Ltd tax case.
| \n \n | \n\n Before tax | \n\n Tax (charge)/ credit | \n\n After tax | \n\n Before tax | \n\n Tax (charge)/ credit | \n\n After tax | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Remeasurements of post employment benefit obligations | \n\n (0.3) | \n\n 0.1 | \n\n (0.3) | \n\n (0.1) | \n\n 0.0 | \n\n (0.1) | \n
| \n Cash flow hedges | \n\n 2.2 | \n\n 0.1 | \n\n 2.3 | \n\n (4.3) | \n\n 0.2 | \n\n (4.0) | \n
| \n Other comprehensive income | \n\n 1.9 | \n\n 0.2 | \n\n 2.1 | \n\n (4.3) | \n\n 0.2 | \n\n (4.1) | \n
| \n Deferred tax | \n\n \n | \n\n 0.2 | \n\n \n | \n\n \n | \n\n 0.2 | \n\n \n | \n
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Note 9Tangible fixed assets
Property, plant and equipment comprise mainly of mobile offshore drilling units, periodic maintenance and machinery and equipment. Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes purchase price, any directly attributable costs of bringing the asset to working condition and borrowing costs.
Depreciation is calculated on a straight-line basis over the useful life of the asset or component. The depreciable amount equals historical cost less residual value. Items of property, plant and equipment with components that have substantially different useful lives are treated separately for depreciation purposes. The total expenditure on the rigs is therefore allocated into groups of components that have different expected useful lifetimes.
Subsequent costs for day-to-day repairs and maintenance are expensed as incurred.
The cost of modernisation and rebuilding projects is included in the asset\u2019s carrying amount when it is probable that the Group will derive future financial benefits and the cost of the item can be measured reliably. The carrying amount of the replaced part is written off. Modernisation and rebuilding projects are depreciated over the remaining useful life of the related assets.
The useful lives of assets and the depreciation methods are reviewed periodically in order to ensure that the method and period of depreciation are consistent with the expected pattern of financial benefits from the asset.
Residual values for mobile offshore drilling units are determined based on the estimated second hand prices less cost of disposal for mobile offshore drilling units after a 30 year useful lifetime. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Residual values for property, plant and equipment are estimated to be zero.
Rig and equipment are depreciated over a period from 5 to 30 years. Periodic maintenance is depreciated over the expected period until next docking, estimated as 5 years.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
Mobile drilling units and Periodic maintenance contain assets used in contracts with clients that contain a lease component.
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Additions* | \n\n 508.5 | \n\n 100.7 | \n\n 0.0 | \n\n 14.4 | \n\n 623.6 | \n
| \n Disposal | \n\n (2.3) | \n\n (88.6) | \n\n - | \n\n - | \n\n (90.9) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.3 | \n\n 6.5 | \n\n 6.8 | \n
| \n Cost as at 31 December 2025 | \n\n 3,530.0 | \n\n 228.0 | \n\n 2.8 | \n\n 111.6 | \n\n 3,872.5 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Depreciation | \n\n (124.4) | \n\n (42.4) | \n\n (0.5) | \n\n (13.8) | \n\n (181.1) | \n
| \n Disposals | \n\n 2.2 | \n\n 88.6 | \n\n - | \n\n - | \n\n 90.7 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.2) | \n\n (3.6) | \n\n (3.7) | \n
| \n As at 31 December 2025 | \n\n (1,374.4) | \n\n (51.6) | \n\n (1.9) | \n\n (66.9) | \n\n (1,494.8) | \n
| \n Net book value at 31 December 2025 | \n\n 2,155.6 | \n\n 176.3 | \n\n 1.0 | \n\n 44.8 | \n\n 2,377.7 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n 3,006.0 | \n\n 237.0 | \n\n 2.7 | \n\n 111.5 | \n\n 3,357.2 | \n
| \n Additions | \n\n 42.9 | \n\n 73.5 | \n\n 0.2 | \n\n 6.3 | \n\n 122.9 | \n
| \n Disposal | \n\n (25.0) | \n\n (94.7) | \n\n (0.1) | \n\n (20.2) | \n\n (140.0) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.3) | \n\n (6.8) | \n\n (7.1) | \n
| \n Cost as at 31 December 2024 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n (1,138.4) | \n\n (153.1) | \n\n (0.9) | \n\n (51.8) | \n\n (1,344.2) | \n
| \n Depreciation | \n\n (138.8) | \n\n (39.4) | \n\n (0.5) | \n\n (16.2) | \n\n (194.9) | \n
| \n Disposals | \n\n 25.0 | \n\n 94.7 | \n\n 0.1 | \n\n 15.0 | \n\n 134.9 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.1 | \n\n 3.4 | \n\n 3.5 | \n
| \n As at 31 December 2024 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Net book value at 31 December 2024 | \n\n 1,771.7 | \n\n 118.0 | \n\n 1.3 | \n\n 41.2 | \n\n 1,932.3 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Additions fixed asset including right-of-use assets | \n\n\n | \n\n 623.6 | \n\n 122.9 | \n
| \n Additions intangible assets | \n\n\n | \n\n 0.3 | \n\n - | \n
| \n Total CAPEX in EU-Taxonomy reporting | \n\n \n | \n\n 623.9 | \n\n 122.9 | \n
There is estimation uncertainty in the evaluation of useful lifetime of the mobile offshore drilling units. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Management evaluates both external and internal sources of information when assessing remaining useful lifetime, including estimated effects of climate change and the shift to renewable energy sources.
Management exercises significant judgement in determining whether there are any indicators of impairment. Management evaluates both external and internal sources of information in the indicator assessments. The assessments include estimated effects of climate change and the shift to renewable energy sources.
Note 9Tangible fixed assets
Property, plant and equipment comprise mainly of mobile offshore drilling units, periodic maintenance and machinery and equipment. Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes purchase price, any directly attributable costs of bringing the asset to working condition and borrowing costs.
Depreciation is calculated on a straight-line basis over the useful life of the asset or component. The depreciable amount equals historical cost less residual value. Items of property, plant and equipment with components that have substantially different useful lives are treated separately for depreciation purposes. The total expenditure on the rigs is therefore allocated into groups of components that have different expected useful lifetimes.
Subsequent costs for day-to-day repairs and maintenance are expensed as incurred.
The cost of modernisation and rebuilding projects is included in the asset\u2019s carrying amount when it is probable that the Group will derive future financial benefits and the cost of the item can be measured reliably. The carrying amount of the replaced part is written off. Modernisation and rebuilding projects are depreciated over the remaining useful life of the related assets.
The useful lives of assets and the depreciation methods are reviewed periodically in order to ensure that the method and period of depreciation are consistent with the expected pattern of financial benefits from the asset.
Residual values for mobile offshore drilling units are determined based on the estimated second hand prices less cost of disposal for mobile offshore drilling units after a 30 year useful lifetime. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Residual values for property, plant and equipment are estimated to be zero.
Rig and equipment are depreciated over a period from 5 to 30 years. Periodic maintenance is depreciated over the expected period until next docking, estimated as 5 years.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
Mobile drilling units and Periodic maintenance contain assets used in contracts with clients that contain a lease component.
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Additions* | \n\n 508.5 | \n\n 100.7 | \n\n 0.0 | \n\n 14.4 | \n\n 623.6 | \n
| \n Disposal | \n\n (2.3) | \n\n (88.6) | \n\n - | \n\n - | \n\n (90.9) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.3 | \n\n 6.5 | \n\n 6.8 | \n
| \n Cost as at 31 December 2025 | \n\n 3,530.0 | \n\n 228.0 | \n\n 2.8 | \n\n 111.6 | \n\n 3,872.5 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Depreciation | \n\n (124.4) | \n\n (42.4) | \n\n (0.5) | \n\n (13.8) | \n\n (181.1) | \n
| \n Disposals | \n\n 2.2 | \n\n 88.6 | \n\n - | \n\n - | \n\n 90.7 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.2) | \n\n (3.6) | \n\n (3.7) | \n
| \n As at 31 December 2025 | \n\n (1,374.4) | \n\n (51.6) | \n\n (1.9) | \n\n (66.9) | \n\n (1,494.8) | \n
| \n Net book value at 31 December 2025 | \n\n 2,155.6 | \n\n 176.3 | \n\n 1.0 | \n\n 44.8 | \n\n 2,377.7 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n 3,006.0 | \n\n 237.0 | \n\n 2.7 | \n\n 111.5 | \n\n 3,357.2 | \n
| \n Additions | \n\n 42.9 | \n\n 73.5 | \n\n 0.2 | \n\n 6.3 | \n\n 122.9 | \n
| \n Disposal | \n\n (25.0) | \n\n (94.7) | \n\n (0.1) | \n\n (20.2) | \n\n (140.0) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.3) | \n\n (6.8) | \n\n (7.1) | \n
| \n Cost as at 31 December 2024 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n (1,138.4) | \n\n (153.1) | \n\n (0.9) | \n\n (51.8) | \n\n (1,344.2) | \n
| \n Depreciation | \n\n (138.8) | \n\n (39.4) | \n\n (0.5) | \n\n (16.2) | \n\n (194.9) | \n
| \n Disposals | \n\n 25.0 | \n\n 94.7 | \n\n 0.1 | \n\n 15.0 | \n\n 134.9 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.1 | \n\n 3.4 | \n\n 3.5 | \n
| \n As at 31 December 2024 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Net book value at 31 December 2024 | \n\n 1,771.7 | \n\n 118.0 | \n\n 1.3 | \n\n 41.2 | \n\n 1,932.3 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Additions fixed asset including right-of-use assets | \n\n\n | \n\n 623.6 | \n\n 122.9 | \n
| \n Additions intangible assets | \n\n\n | \n\n 0.3 | \n\n - | \n
| \n Total CAPEX in EU-Taxonomy reporting | \n\n \n | \n\n 623.9 | \n\n 122.9 | \n
There is estimation uncertainty in the evaluation of useful lifetime of the mobile offshore drilling units. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Management evaluates both external and internal sources of information when assessing remaining useful lifetime, including estimated effects of climate change and the shift to renewable energy sources.
Management exercises significant judgement in determining whether there are any indicators of impairment. Management evaluates both external and internal sources of information in the indicator assessments. The assessments include estimated effects of climate change and the shift to renewable energy sources.
Odfjell Drilling has not identified any impairment indicators as at 31 December 2025.
Note 10Intangible assets
| \n USD million | \n\n Goodwill | \n\n Software | \n\n Total intangible assets | \n
|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 2.6 | \n\n 0.6 | \n\n 3.2 | \n
| \n Additions | \n\n - | \n\n 0.3 | \n\n 0.3 | \n
| \n Currency translation differences | \n\n 0.3 | \n\n 0.1 | \n\n 0.4 | \n
| \n Cost as at 31 December 2025 | \n\n 2.9 | \n\n 1.0 | \n\n 3.9 | \n
| \n Accumulated amortisation and impairment | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n - | \n\n (0.6) | \n\n (0.6) | \n
| \n Amortisation | \n\n \n | \n\n (0.0) | \n\n (0.0) | \n
| \n Currency translation differences | \n\n - | \n\n (0.1) | \n\n (0.1) | \n
| \n As at 31 December 2025 | \n\n - | \n\n (0.7) | \n\n (0.7) | \n
| \n Net book value at 31 December 2025 | \n\n 2.9 | \n\n 0.3 | \n\n 3.2 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
The intangible assets are not material for the Group, and no further information is therefore disclose
Property, plant and equipment comprise mainly of mobile offshore drilling units, periodic maintenance and machinery and equipment. Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes purchase price, any directly attributable costs of bringing the asset to working condition and borrowing costs.
Depreciation is calculated on a straight-line basis over the useful life of the asset or component. The depreciable amount equals historical cost less residual value. Items of property, plant and equipment with components that have substantially different useful lives are treated separately for depreciation purposes. The total expenditure on the rigs is therefore allocated into groups of components that have different expected useful lifetimes.
Subsequent costs for day-to-day repairs and maintenance are expensed as incurred.
The cost of modernisation and rebuilding projects is included in the asset\u2019s carrying amount when it is probable that the Group will derive future financial benefits and the cost of the item can be measured reliably. The carrying amount of the replaced part is written off. Modernisation and rebuilding projects are depreciated over the remaining useful life of the related assets.
The useful lives of assets and the depreciation methods are reviewed periodically in order to ensure that the method and period of depreciation are consistent with the expected pattern of financial benefits from the asset.
Residual values for mobile offshore drilling units are determined based on the estimated second hand prices less cost of disposal for mobile offshore drilling units after a 30 year useful lifetime. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Residual values for property, plant and equipment are estimated to be zero.
Rig and equipment are depreciated over a period from 5 to 30 years. Periodic maintenance is depreciated over the expected period until next docking, estimated as 5 years.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
Depreciation is calculated on a straight-line basis over the useful life of the asset or component. The depreciable amount equals historical cost less residual value. Items of property, plant and equipment with components that have substantially different useful lives are treated separately for depreciation purposes. The total expenditure on the rigs is therefore allocated into groups of components that have different expected useful lifetimes.
The useful lives of assets and the depreciation methods are reviewed periodically in order to ensure that the method and period of depreciation are consistent with the expected pattern of financial benefits from the asset.
Residual values for mobile offshore drilling units are determined based on the estimated second hand prices less cost of disposal for mobile offshore drilling units after a 30 year useful lifetime. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Residual values for property, plant and equipment are estimated to be zero.
Rig and equipment are depreciated over a period from 5 to 30 years. Periodic maintenance is depreciated over the expected period until next docking, estimated as 5 years.
Subsequent costs for day-to-day repairs and maintenance are expensed as incurred.
The cost of modernisation and rebuilding projects is included in the asset\u2019s carrying amount when it is probable that the Group will derive future financial benefits and the cost of the item can be measured reliably. The carrying amount of the replaced part is written off. Modernisation and rebuilding projects are depreciated over the remaining useful life of the related assets.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
Government grants are recognised when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Investment grants are capitalised and recognised systematically over the asset\u2019s useful life. Investment grants are recognised as a deduction of the asset\u2019s carrying amount.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Additions* | \n\n 508.5 | \n\n 100.7 | \n\n 0.0 | \n\n 14.4 | \n\n 623.6 | \n
| \n Disposal | \n\n (2.3) | \n\n (88.6) | \n\n - | \n\n - | \n\n (90.9) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.3 | \n\n 6.5 | \n\n 6.8 | \n
| \n Cost as at 31 December 2025 | \n\n 3,530.0 | \n\n 228.0 | \n\n 2.8 | \n\n 111.6 | \n\n 3,872.5 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Depreciation | \n\n (124.4) | \n\n (42.4) | \n\n (0.5) | \n\n (13.8) | \n\n (181.1) | \n
| \n Disposals | \n\n 2.2 | \n\n 88.6 | \n\n - | \n\n - | \n\n 90.7 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.2) | \n\n (3.6) | \n\n (3.7) | \n
| \n As at 31 December 2025 | \n\n (1,374.4) | \n\n (51.6) | \n\n (1.9) | \n\n (66.9) | \n\n (1,494.8) | \n
| \n Net book value at 31 December 2025 | \n\n 2,155.6 | \n\n 176.3 | \n\n 1.0 | \n\n 44.8 | \n\n 2,377.7 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n
| \n USD million | \n\n Mobile drilling units | \n\n Periodic maintenance | \n\n Other fixed assets | \n\n Right-of-use assets | \n\n Total fixed assets | \n
|---|---|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n 3,006.0 | \n\n 237.0 | \n\n 2.7 | \n\n 111.5 | \n\n 3,357.2 | \n
| \n Additions | \n\n 42.9 | \n\n 73.5 | \n\n 0.2 | \n\n 6.3 | \n\n 122.9 | \n
| \n Disposal | \n\n (25.0) | \n\n (94.7) | \n\n (0.1) | \n\n (20.2) | \n\n (140.0) | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n (0.3) | \n\n (6.8) | \n\n (7.1) | \n
| \n Cost as at 31 December 2024 | \n\n 3,023.8 | \n\n 215.8 | \n\n 2.5 | \n\n 90.8 | \n\n 3,332.9 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2024 | \n\n (1,138.4) | \n\n (153.1) | \n\n (0.9) | \n\n (51.8) | \n\n (1,344.2) | \n
| \n Depreciation | \n\n (138.8) | \n\n (39.4) | \n\n (0.5) | \n\n (16.2) | \n\n (194.9) | \n
| \n Disposals | \n\n 25.0 | \n\n 94.7 | \n\n 0.1 | \n\n 15.0 | \n\n 134.9 | \n
| \n Currency translation differences | \n\n - | \n\n - | \n\n 0.1 | \n\n 3.4 | \n\n 3.5 | \n
| \n As at 31 December 2024 | \n\n (1,252.2) | \n\n (97.8) | \n\n (1.2) | \n\n (49.5) | \n\n (1,400.7) | \n
| \n Net book value at 31 December 2024 | \n\n 1,771.7 | \n\n 118.0 | \n\n 1.3 | \n\n 41.2 | \n\n 1,932.3 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Additions fixed asset including right-of-use assets | \n\n\n | \n\n 623.6 | \n\n 122.9 | \n
| \n Additions intangible assets | \n\n\n | \n\n 0.3 | \n\n - | \n
| \n Total CAPEX in EU-Taxonomy reporting | \n\n \n | \n\n 623.9 | \n\n 122.9 | \n
There is estimation uncertainty in the evaluation of useful lifetime of the mobile offshore drilling units. The estimated useful life of the rig could change, resulting in different depreciation amounts in the future. Management evaluates both external and internal sources of information when assessing remaining useful lifetime, including estimated effects of climate change and the shift to renewable energy sources.
Management exercises significant judgement in determining whether there are any indicators of impairment. Management evaluates both external and internal sources of information in the indicator assessments. The assessments include estimated effects of climate change and the shift to renewable energy sources.
Odfjell Drilling has not identified any impairment indicators as at 31 December 2025.
Note 10Intangible assets
| \n USD million | \n\n Goodwill | \n\n Software | \n\n Total intangible assets | \n
|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 2.6 | \n\n 0.6 | \n\n 3.2 | \n
| \n Additions | \n\n - | \n\n 0.3 | \n\n 0.3 | \n
| \n Currency translation differences | \n\n 0.3 | \n\n 0.1 | \n\n 0.4 | \n
| \n Cost as at 31 December 2025 | \n\n 2.9 | \n\n 1.0 | \n\n 3.9 | \n
| \n Accumulated amortisation and impairment | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n - | \n\n (0.6) | \n\n (0.6) | \n
| \n Amortisation | \n\n \n | \n\n (0.0) | \n\n (0.0) | \n
| \n Currency translation differences | \n\n - | \n\n (0.1) | \n\n (0.1) | \n
| \n As at 31 December 2025 | \n\n - | \n\n (0.7) | \n\n (0.7) | \n
| \n Net book value at 31 December 2025 | \n\n 2.9 | \n\n 0.3 | \n\n 3.2 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
The intangible assets are not material for the Group, and no further information is therefore disclose
All non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). For mobile offshore drilling units, each unit is deemed to be a CGU. Value in use represents the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Non-financial assets, other than goodwill, that have suffered an impairment, are reviewed for reversal of the impairment whenever events or changes in circumstances indicate that the impairment loss recognised in prior periods may no longer exist or may have decreased.
Note 10Intangible assets
| \n USD million | \n\n Goodwill | \n\n Software | \n\n Total intangible assets | \n
|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 2.6 | \n\n 0.6 | \n\n 3.2 | \n
| \n Additions | \n\n - | \n\n 0.3 | \n\n 0.3 | \n
| \n Currency translation differences | \n\n 0.3 | \n\n 0.1 | \n\n 0.4 | \n
| \n Cost as at 31 December 2025 | \n\n 2.9 | \n\n 1.0 | \n\n 3.9 | \n
| \n Accumulated amortisation and impairment | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n - | \n\n (0.6) | \n\n (0.6) | \n
| \n Amortisation | \n\n \n | \n\n (0.0) | \n\n (0.0) | \n
| \n Currency translation differences | \n\n - | \n\n (0.1) | \n\n (0.1) | \n
| \n As at 31 December 2025 | \n\n - | \n\n (0.7) | \n\n (0.7) | \n
| \n Net book value at 31 December 2025 | \n\n 2.9 | \n\n 0.3 | \n\n 3.2 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
The intangible assets are not material for the Group, and no further information is therefore disclose
Note 10Intangible assets
| \n USD million | \n\n Goodwill | \n\n Software | \n\n Total intangible assets | \n
|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 2.6 | \n\n 0.6 | \n\n 3.2 | \n
| \n Additions | \n\n - | \n\n 0.3 | \n\n 0.3 | \n
| \n Currency translation differences | \n\n 0.3 | \n\n 0.1 | \n\n 0.4 | \n
| \n Cost as at 31 December 2025 | \n\n 2.9 | \n\n 1.0 | \n\n 3.9 | \n
| \n Accumulated amortisation and impairment | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n - | \n\n (0.6) | \n\n (0.6) | \n
| \n Amortisation | \n\n \n | \n\n (0.0) | \n\n (0.0) | \n
| \n Currency translation differences | \n\n - | \n\n (0.1) | \n\n (0.1) | \n
| \n As at 31 December 2025 | \n\n - | \n\n (0.7) | \n\n (0.7) | \n
| \n Net book value at 31 December 2025 | \n\n 2.9 | \n\n 0.3 | \n\n 3.2 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
The intangible assets are not material for the Group, and no further information is therefore disclose
Note 10Intangible assets
| \n USD million | \n\n Goodwill | \n\n Software | \n\n Total intangible assets | \n
|---|---|---|---|
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n 2.6 | \n\n 0.6 | \n\n 3.2 | \n
| \n Additions | \n\n - | \n\n 0.3 | \n\n 0.3 | \n
| \n Currency translation differences | \n\n 0.3 | \n\n 0.1 | \n\n 0.4 | \n
| \n Cost as at 31 December 2025 | \n\n 2.9 | \n\n 1.0 | \n\n 3.9 | \n
| \n Accumulated amortisation and impairment | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January 2025 | \n\n - | \n\n (0.6) | \n\n (0.6) | \n
| \n Amortisation | \n\n \n | \n\n (0.0) | \n\n (0.0) | \n
| \n Currency translation differences | \n\n - | \n\n (0.1) | \n\n (0.1) | \n
| \n As at 31 December 2025 | \n\n - | \n\n (0.7) | \n\n (0.7) | \n
| \n Net book value at 31 December 2025 | \n\n 2.9 | \n\n 0.3 | \n\n 3.2 | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
| \n\n | \n\n\n | \n\n\n | \n\n\n | \n
The intangible assets are not material for the Group, and no further information is therefore disclose
Note 11Other assets
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Current derivative financial assets | \n\n\n | \n\n 0.1 | \n\n - | \n
| \n Prepaid expenses | \n\n \n | \n\n 11.0 | \n\n 10.6 | \n
| \n Assets from contract costs | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Income tax receivables | \n\n \n | \n\n 0.0 | \n\n 0.0 | \n
| \n VAT receivables | \n\n \n | \n\n 0.2 | \n\n 0.2 | \n
| \n Other current receivables | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Total other current assets | \n\n \n | \n\n 18.0 | \n\n 13.6 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Asset recognised at 31 December from costs incurred to fulfil a contract | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Amortisation recognised as cost of providing services during the period | \n\n \n | \n\n 1.9 | \n\n 0.5 | \n
Note 11Other assets
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Current derivative financial assets | \n\n\n | \n\n 0.1 | \n\n - | \n
| \n Prepaid expenses | \n\n \n | \n\n 11.0 | \n\n 10.6 | \n
| \n Assets from contract costs | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Income tax receivables | \n\n \n | \n\n 0.0 | \n\n 0.0 | \n
| \n VAT receivables | \n\n \n | \n\n 0.2 | \n\n 0.2 | \n
| \n Other current receivables | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Total other current assets | \n\n \n | \n\n 18.0 | \n\n 13.6 | \n
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Current derivative financial assets | \n\n\n | \n\n 0.1 | \n\n - | \n
| \n Prepaid expenses | \n\n \n | \n\n 11.0 | \n\n 10.6 | \n
| \n Assets from contract costs | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Income tax receivables | \n\n \n | \n\n 0.0 | \n\n 0.0 | \n
| \n VAT receivables | \n\n \n | \n\n 0.2 | \n\n 0.2 | \n
| \n Other current receivables | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Total other current assets | \n\n \n | \n\n 18.0 | \n\n 13.6 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Asset recognised at 31 December from costs incurred to fulfil a contract | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Amortisation recognised as cost of providing services during the period | \n\n \n | \n\n 1.9 | \n\n 0.5 | \n
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
Note 16Interest-bearing borrowings
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Borrowings | \n\n 931.7 | \n\n 88.3 | \n\n 1,020.0 | \n\n 534.1 | \n\n 89.1 | \n\n 623.3 | \n
| \n Transaction cost, unamortised | \n\n (12.7) | \n\n - | \n\n (12.7) | \n\n (6.8) | \n\n - | \n\n (6.8) | \n
| \n Accrued interest expenses | \n\n - | \n\n 4.4 | \n\n 4.4 | \n\n - | \n\n 5.9 | \n\n 5.9 | \n
| \n Carrying amounts interest-bearing borrowings | \n\n 919.0 | \n\n 92.8 | \n\n 1,011.7 | \n\n 527.3 | \n\n 94.99 | \n\n 622.3 | \n
Odfjell Drilling completed its planned refinancing in the last quarter of 2025 through the issuance of a new secured bond and by securing new bank facilities. The new bank facilities carry a floating average interest rate of Secured Overnight Financing Rate (SOFR) + 270-295 basis points.
The repaid bond and facilities were derecognised and a total of USD 18.2 million was expensed, including a call premium of USD 13.4 million related to the bond.
On the 8 December 2025, the Group issued a USD 650 million senior secured bond. The bond, with maturity in March 2031, has a fixed coupon of 7.25% p.a. and semi-annual instalments of USD 22.5 million, first time 9 months from the issue date. The bond is secured by standard first lien security related to the Deepsea Aberdeen, Deepsea Atlantic and Deepsea Nordkapp, as well as guaranteed by Odfjell Drilling Ltd and various subsidiaries.
A new USD 300 million senior secured bank facility on Deepsea Stavanger in Odfjell Invest Ltd, was entered into in the last quarter of 2025. The facility consists of a USD 150 million term loan maturing in June 2030 and a USD 150 million reducing revolving credit facility (\"RCF\") maturing in January 2031.
The term loan of USD 150 million was drawn in full 11 December 2025.
USD 150 million is available on the Odfjell Invest Ltd RCF facility at 31 December 2025.
A new USD 250 million senior secured bank facility on Deepsea Bollsta (renamed to Deepsea Bergen in March 2026) in Odfjell Drilling Malta Ltd was entered into in the last quarter of 2025. The facility, maturing in January 2031, consists of a USD 100 million term loan and a USD 150 million reducing revolving credit facility (\"RCF\").
The term loan of USD 100 million was drawn in full 14 December 2025, while a total of USD 120 million was drawn in the RCF in December 2025.
The USD 390 million secured bond maturing in May 2028 with an outstanding amount of USD 290 million was called and repaid in full 11 December 2025, in addition to a call premium of USD 13.4 million.
The outstanding amount of USD 128 million was repaid in full 9 December 2025.
The USD 86 million outstanding amount of the old term loan and the outstanding amount of USD 30 million on the RCF was repaid in full in the last quarter of 2025.
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Carrying amount as at 1 January | \n\n 527.3 | \n\n 95.0 | \n\n 622.3 | \n\n 561.8 | \n\n 149.6 | \n\n 711.4 | \n
| \n Cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Utilised borrowings | \n\n 1,014.6 | \n\n 50.0 | \n\n 1,064.6 | \n\n 91.7 | \n\n - | \n\n 91.7 | \n
| \n Paid transaction costs related to new borrowings | \n\n (13.0) | \n\n - | \n\n (13.0) | \n\n - | \n\n - | \n\n - | \n
| \n Repayment borrowings and revolving credit facility | \n\n (264.1) | \n\n (114.1) | \n\n (378.3) | \n\n - | \n\n (182.1) | \n\n (182.1) | \n
| \n Repayment called bond * | \n\n (289.6) | \n\n - | \n\n (289.6) | \n\n - | \n\n - | \n\n - | \n
| \n Paid premium called bond | \n\n (13.4) | \n\n - | \n\n (13.4) | \n\n - | \n\n - | \n\n - | \n
| \n Non-cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Reclassified from / (to) current borrowings | \n\n (63.3) | \n\n 63.3 | \n\n - | \n\n (128.8) | \n\n 128.8 | \n\n - | \n
| \n Change in transaction cost, unamortised | \n\n 20.6 | \n\n - | \n\n 20.6 | \n\n 2.5 | \n\n - | \n\n 2.5 | \n
| \n Change in accrued interest cost | \n\n - | \n\n (1.4) | \n\n (1.4) | \n\n - | \n\n (1.2) | \n\n (1.2) | \n
| \n Carrying amount as at 31 December | \n\n 919.0 | \n\n 92.8 | \n\n 1,011.7 | \n\n 527.3 | \n\n 95.0 | \n\n 622.3 | \n
| \n\n | \n
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Within 3 months | \n\n - | \n\n 33.3 | \n\n 33.3 | \n\n - | \n\n 23.0 | \n\n 23.0 | \n
| \n Between 3 and 6 months | \n\n - | \n\n 10.8 | \n\n 10.8 | \n\n - | \n\n 28.0 | \n\n 28.0 | \n
| \n Between 6 and 9 months | \n\n - | \n\n 33.3 | \n\n 33.3 | \n\n - | \n\n 9.0 | \n\n 9.0 | \n
| \n Between 9 months and 1 year | \n\n - | \n\n 10.8 | \n\n 10.8 | \n\n - | \n\n 29.0 | \n\n 29.0 | \n
| \n Between 1 and 2 years | \n\n 88.3 | \n\n - | \n\n 88.3 | \n\n 76.2 | \n\n - | \n\n 76.2 | \n
| \n Between 2 and 3 years | \n\n 88.3 | \n\n - | \n\n 88.3 | \n\n 93.3 | \n\n - | \n\n 93.3 | \n
| \n Between 3 and 4 years | \n\n 89.6 | \n\n - | \n\n 89.6 | \n\n 321.9 | \n\n - | \n\n 321.9 | \n
| \n Between 4 and 5 years | \n\n 86.7 | \n\n - | \n\n 86.7 | \n\n 42.8 | \n\n - | \n\n 42.8 | \n
| \n Beyond 5 years | \n\n 578.8 | \n\n - | \n\n 578.8 | \n\n - | \n\n - | \n\n - | \n
| \n Total contractual amounts | \n\n 931.7 | \n\n 88.3 | \n\n 1,020.0 | \n\n 534.1 | \n\n 89.1 | \n\n 623.3 | \n
The table above analyses Odfjell Drilling's financial liabilities into relevant groupings based on the remaining instalments and RCF payments due at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual cash flows. Refer to Note 21 and Note 22 for further information regarding liquidity risk and interest risk.
Odfjell Drilling has USD 150 million available on the Odfjell Invest Ltd RCF and USD 30 million available on the Odfjell Drilling Malta Ltd RCF as per 31 December 2025.
The main financial covenants are listed in the table below. The covenants are calculated based on Odfjell Drilling Ltd consolidated financial statements.
The Odfjell Drilling Group is compliant with all financial covenants as at 31 December 2025.
| \n Financial covenants | \n\n The Odfjell Rig III 2025/2031 senior secured bond | \n\n The Odfjell Invest Ltd senior secured bank facility | \n\n The Odfjell Drilling Malta Ltd senior secured bank facility | \n
|---|---|---|---|
| \n Equity | \n\n n/a | \n\n \u2265 USD 600m | \n\n \u2265 USD 600m | \n
| \n Equity ratio | \n\n \u2265 30% | \n\n \u2265 30% | \n\n \u2265 30% | \n
| \n Free liquidity (incl. undrawn RCF) | \n\n \u2265 USD 50m | \n\n \u2265 USD 50m | \n\n \u2265 USD 50m | \n
| \n Total cash (incl. undrawn RCF) | \n\n n/a | \n\n \u2265 7.5% of gross interest-bearing debt (incl. undrawn RCF) | \n\n \u2265 7.5% of gross interest-bearing debt (incl. undrawn RCF) | \n
| \n Current ratio | \n\n \u2265 1.0x | \n\n \u2265 1.0x | \n\n \u2265 1.0x | \n
| \n Leverage ratio * | \n\n n/a | \n\n \u2264 3.0x | \n\n \u2264 3.0x | \n
| \n\n | \n
The main distribution restrictions are listed in the table below.
| \n Distribution restrictions | \n\n The Odfjell Rig III 2025/2031 senior secured bond | \n\n The Odfjell Invest Ltd senior secured bank facility | \n\n The Odfjell Drilling Malta Ltd senior secured bank facility | \n
|---|---|---|---|
| \n Leverage ratio | \n\n \u2264 2.25 first 24 months and \u2264\u00a02.0\u00a0thereafter | \n\n \u2264 3.0x | \n\n \u2264 3.0x | \n
| \n Total liquidity (incl. undrawn RCF) | \n\n \u2265 100 million | \n\n n/a | \n\n n/a | \n
| \n Free liquidity (incl. undrawn RCF) | \n\n n/a | \n\n \u2265 75 million | \n\n \u2265 75 million | \n
Note 21Liquidity risk
The Group's policy regarding the management of the cash positions has three main objectives:
\u2022Matching of surplus funds against borrowing requirements
\u2022Secure a high level of liquidity in order to meet future plans of the Group, with a targeted minimum of two months' cash flow at all times
\u2022Limitation of credit risks
Investments may only be made in securities with a rating of Investment grade, BAA (Moodys) , BBB- (Standard and Poors and Fitch IBCA) or better. The Board can approve deviations on a case by case basis.
A list of counter-party exposure limits is reported to the Board of Odfjell Drilling on a yearly basis.
The following instruments are allowed for short-term placements;
\u2022Deposits in banks
\u2022Loans to companies/institutions/funds (like fixed or floating rate bonds, senior or subordinated debt)
\u2022Certificates
\u2022Money-market funds
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of credit facilities, and to have sufficient cash at any time to be able to finance its operations and investments in accordance with the Group's strategic plan.
With regular forecasts and liquidity analysis updates, the Group will ensure sufficient available liquidity to fulfil its duties at loan maturity, without unacceptable loss or risk of damaging the Group\u2019s reputation.
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through credit facilities, and the ability to close out market positions.
The Group\u2019s cash flow forecasting is performed by Group Finance. Group Finance monitors rolling forecasts of the Group\u2019s liquidity requirements, to ensure it has sufficient cash to meet operational needs at all times, so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group\u2019s debt financing plans and covenant compliance.
Odfjell Drilling held cash and cash equivalents amounting to USD 103 million in addition to available drawing facilities of USD 180 million at the end of 2025. This is deemed to be sufficient funding for the Group\u2019s current activity levels and committed capital expenditures during 2026.
The liquidity risk is connected with the market risk and the re-contracting risk for mobile offshore drilling units. The\u00a0management continuously focuses on securing new profitable contracts for the Group's mobile offshore drilling units to generate sufficient cash flow from operations, hence reducing the liquidity risk going forward.
The Group's refinancing risk is considered low given the full refinancing exercise undertaken in 2025. No final debt maturities until 2031, which is providing long-term financial stability and flexibility. See Note 16 - Interest-bearing borrowings for further information about maturity of contractual amounts.
The amounts disclosed in the table are the contractual non-discounted cash flows. The tables include estimated interest payments for drawn facilities at the balance sheet date, based on the remaining period at the end of the reporting period to the contractual maturity date. The estimated interest payments include payments based on forward rates for the interest rate swaps.
| \n USD million | \n\n Less than 6 months | \n\n 6 - 12 months | \n\n Between 1 and 2 years | \n\n Between 2 and 5 years | \n\n Over 5 years | \n\n Total contractual cash flows | \n\n Carrying amount | \n
|---|---|---|---|---|---|---|---|
| \n Interest-bearing borrowings | \n\n 68.5 | \n\n 79.4 | \n\n 153.6 | \n\n 422.7 | \n\n 597.0 | \n\n 1,321.3 | \n\n 1,011.7 | \n
| \n Lease liabilities | \n\n 8.1 | \n\n 8.2 | \n\n 15.4 | \n\n 23.6 | \n\n - | \n\n 55.3 | \n\n 49.0 | \n
| \n Trade payables | \n\n 27.6 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 27.6 | \n\n 27.6 | \n
| \n Other current payables | \n\n 40.2 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 40.2 | \n\n 40.2 | \n
| \n USD million | \n\n Less than 6 months | \n\n 6 - 12 months | \n\n Between 1 and 2 years | \n\n Between 2 and 5 years | \n\n Over 5 years | \n\n Total contractual cash flows | \n\n Carrying amount | \n
|---|---|---|---|---|---|---|---|
| \n Interest-bearing borrowings | \n\n 77.5 | \n\n 61.3 | \n\n 122.7 | \n\n 515.5 | \n\n - | \n\n 777.0 | \n\n 622.3 | \n
| \n Lease liabilities | \n\n 8.0 | \n\n 7.9 | \n\n 11.8 | \n\n 18.0 | \n\n 4.3 | \n\n 50.1 | \n\n 43.4 | \n
| \n Trade payables | \n\n 35.5 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 35.5 | \n\n 35.5 | \n
| \n Other current payables | \n\n 32.8 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 32.8 | \n\n 32.8 | \n
Note 22Market risk
Market risk is the risk of a change in market prices and demand, as well as changes in currency exchange rates and interest levels.
The re-contracting risk for the Group's wholly owned mobile offshore drilling units is minimal in 2025, as all units in the fleet have firm contracts extending at least until end 2026.
The Deepsea Atlantic\u00a0operated\u00a0for\u00a0Equinor\u00a0in the North Sea during 2025\u00a0and will continue to work for Equinor until the end of Q2 2027. Deepsea Atlantic started the Rosebank contract in 2025 but continued to work on the Norwegian Continental shelf. The rig will transit to the UK during Q1 2026. The current drilling contract consists of a USD element, a GBP element, and a NOK element, where the GBP and NOK elements combined covers the operating costs per day, which mainly is in NOK. The\u00a0Group has been hedging the GBP residual exposure in 2025 and will continue to do so in 2026.\u00a0
The Deepsea Stavanger worked\u00a0under the frame agreement\u00a0for\u00a0Equinor\u00a0until April 3. During\u00a0April\u00a0the rig completed the\u00a010\u2011year\u00a0SPS, and on April 27th\u00a0commenced\u00a0a\u00a0five-year\u00a0contract with Aker BP.\u00a0The Deepsea Stavanger has firm contract commitments with Aker BP until Q2 2030. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.
The Deepsea Aberdeen worked\u00a0under\u00a0the\u00a0Equinor\u00a0contract\u00a0for\u00a0the entire 2025. From\u00a0May\u00a021st\u00a0to\u00a0June\u00a015th\u00a0the rig underwent the\u00a010-year\u00a0SPS. In December\u00a02025\u00a0Equinor\u00a0extended the contract with\u00a0Deepsea Aberdeen\u00a0on the NCS, for use of the unit to drill an unspecified scope\u00a0in an interim period before moving to the Fram\u00a0S\u00f8r\u00a0project. The work will begin in Q4 2026, in direct continuation\u00a0of Deepsea Aberdeen\u2019s current contract with Equinor and is estimated to continue to Q1 2029. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.\u00a0
The Deepsea Nordkapp worked under the\u00a0Alliance agreement with Aker BP the entire year, an agreement which\u00a0commenced\u00a0on 10 May 2019.\u00a0The current firm contract runs\u00a0up to the end of 2027. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.\u00a0
The Deepsea\u00a0Bergen (renamed from the Deepsea Bollsta), the new addition to the ODL fleet, is currently on firm contract with Equinor ASA until Q1 2028, in addition to having\u00a05 x 1-year options. Deep Sea Bergen Ltd, an ODL company, completed the acquisition of\u00a0Deepsea\u00a0Bergen\u00a0from Northern Ocean Ltd\u00a0on December 15th 2025. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.
Following an assessment of climate risks and opportunities, both physical and transitional risks in the short, medium and long-term, were prioritised. The most significant transition risks, along with mitigating actions were:
\u2022Changes in fossil energy demand due to policies and consumer behaviour changes, leading to reduced demand for our assets and reduced revenue. This will be factored in to any asset growth decisions and alternative use of assets will be considered.
\u2022Cost of and access to capital may go up as banks move to low carbon portfolios, leading to increased interest costs. Consider debt structure and ensure carbon reducing initiatives understood by capital markets.
\u2022Cost increase from carbon pricing regimes, regulatory emission standards and potential rig retrofitting requirements. The Group works proactively to reduce its climate footprint in line with its transition plans and integrates regulatory developments into long-term planning.
The most significant physical risk identified, along with mitigating actions is:
\u2022Impact of extreme weather offshore on crew and equipment logistics could increase costs and result in downtime. Critical spares analysis and robust planning required as well as protection in commercial contracts.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Current assets | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n 0.1 | \n\n - | \n
| \n Total current derivative financial instruments asset | \n\n 0.1 | \n\n - | \n
| \n Non-current assets | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n - | \n\n 0.2 | \n
| \n Total non-current derivative financial instruments asset | \n\n - | \n\n 0.2 | \n
| \n Current liabilities | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n (1.3) | \n\n (4.1) | \n
| \n Total current derivative financial instruments liabilities | \n\n (1.3) | \n\n (4.1) | \n
| \n Non-current liabilities | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n (0.6) | \n\n (0.2) | \n
| \n Other Interest rate instruments - cash flow hedges under hedge accounting | \n\n (0.1) | \n\n (0.0) | \n
| \n Total non-current derivative financial instruments liabilities | \n\n (0.7) | \n\n (0.2) | \n
The Group's hedging reserves disclosed in Note 25 - Other reserves related to the following instruments.
| \n USD million | \n\n Currency forwards | \n\n Interest rate swaps | \n\n Total hedge reserves | \n
|---|---|---|---|
| \n Opening balance 1 January 2024 | \n\n 1.5 | \n\n (1.3) | \n\n 0.1 | \n
| \n Change in fair value of hedging instruments recognised in Other Comprehensive Income (OCI) | \n\n (6.1) | \n\n 2.0 | \n\n (4.1) | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.5 | \n\n (0.7) | \n\n (0.2) | \n
| \n Closing balance 31 December 2024 | \n\n (4.1) | \n\n (0.0) | \n\n (4.1) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n 2.8 | \n\n (0.4) | \n\n 2.4 | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.2 | \n\n (0.3) | \n\n (0.2) | \n
| \n Closing balance 31 December 2025 | \n\n (1.2) | \n\n (0.7) | \n\n (1.9) | \n
In addition to the amounts disclosed in the reconciliation of the hedging reserves above, the following amounts were recognised in profit or loss in relation to derivatives:
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Foreign exchange contracts - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n 0.0 | \n
| \n Warrant liability - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n (11.8) | \n
The consolidated material subsidiaries' reporting and functional currencies are USD and NOK.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD and NOK. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity\u2019s functional currency. The Group is exposed to risks due to fluctuations in exchange rates, especially as charter contracts are mainly priced in USD, while most of the operating expenses are in local currency. The Group seeks to minimise these risks through currency hedging via financial instruments or by off-setting local currency elements in charter contracts.
Quoted mark-to-market values from financial institutions have been used to determine the fair value of the foreign exchange contracts at the end of the year. The foreign exchange contracts are only used for economic hedging purposes and not as speculative investments.
| \n USD million | \n\n NOK | \n\n GBP | \n\n USD | \n
|---|---|---|---|
| \n Cash and cash equivalents | \n\n (10.8) | \n\n 2.2 | \n\n 20.7 | \n
| \n Trade receivables | \n\n (0.7) | \n\n 5.7 | \n\n 54.3 | \n
| \n Contract assets | \n\n - | \n\n - | \n\n 2.0 | \n
| \n Lease liabilities | \n\n (18.2) | \n\n - | \n\n (7.5) | \n
| \n Trade payables | \n\n (1.5) | \n\n (1.5) | \n\n (2.2) | \n
| \n Other current payables | \n\n (0.1) | \n\n (1.2) | \n\n (1.0) | \n
| \n Foreign currency contracts | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n 45.8 | \n\n - | \n\n 17.2 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n 2.2 | \n\n 62.1 | \n\n - | \n
| \n USD million | \n\n NOK | \n\n GBP | \n\n USD | \n
|---|---|---|---|
| \n Cash and cash equivalents | \n\n (0.1) | \n\n 0.6 | \n\n 28.3 | \n
| \n Trade receivables | \n\n 1.5 | \n\n 0.0 | \n\n 48.8 | \n
| \n Contract assets | \n\n - | \n\n - | \n\n 2.0 | \n
| \n Lease liabilities | \n\n (16.4) | \n\n - | \n\n (3.8) | \n
| \n Trade payables | \n\n (4.2) | \n\n (0.4) | \n\n (2.5) | \n
| \n Other current payables | \n\n (0.2) | \n\n (0.2) | \n\n (0.9) | \n
| \n Foreign currency contracts | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n 80.7 | \n\n - | \n\n - | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n 42.2 | \n\n 43.0 | \n\n - | \n
| \n Foreign currency contracts | \n\n Currency | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n|
|---|---|---|---|---|---|---|---|
| \n 31.12.2025 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 154.9 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n (0.9) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 12.0 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.28091 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 144.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.5 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 10.3 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.39465 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 9.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 7.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.26114 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 69.9 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.2 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.1 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35925 | \n\n (0.1) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 21.0 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.49979 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 22.1 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.05000 | \n\n (0.0) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 70.8 | \n\n 15.01.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.0 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.2 | \n\n 15.01.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35082 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 7.3 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.4) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.8 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.27533 | \n\n * | \n
| \n 31.12.2024 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 257.5 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (2.5) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 20.0 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.13415 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 80.3 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.70000 | \n\n (0.3) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 82.5 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.00000 | \n\n 0.0 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 210.9 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.54500 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 220.7 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.03725 | \n\n (0.9) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 165.4 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.50000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 175.7 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.15794 | \n\n 0.1 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 202.0 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (0.1) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 14.3 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.24409 | \n\n * | \n
| \n\n | \n
As shown in the table above, the Group is primarily exposed to changes in USD/NOK exchange rates.
| \n Sensitivity to changes in USD/NOK exchange rates | \n\n USD is strengthened by 20 % against NOK | \n\n USD is strengthened by 10 % against NOK | \n\n USD is weakened by 10 % against NOK | \n\n USD is weakened by 20 % against NOK | \n||||
|---|---|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n Cash and cash equivalents | \n\n 5.2 | \n\n 4.7 | \n\n 2.9 | \n\n 2.6 | \n\n (3.5) | \n\n (3.2) | \n\n (7.9) | \n\n (7.1) | \n
| \n Current receivables | \n\n 11.0 | \n\n 9.5 | \n\n 5.5 | \n\n 4.7 | \n\n (5.5) | \n\n (4.7) | \n\n (11.0) | \n\n (9.4) | \n
| \n Current liabilities | \n\n 1.5 | \n\n 2.3 | \n\n 0.8 | \n\n 1.2 | \n\n (1.0) | \n\n (1.5) | \n\n (2.3) | \n\n (3.4) | \n
| \n Net effect on profit before tax | \n\n 17.8 | \n\n 16.5 | \n\n 9.2 | \n\n 8.6 | \n\n (10.0) | \n\n (9.4) | \n\n (21.2) | \n\n (19.9) | \n
The aggregate net foreign exchange gains/losses recognised in profit or loss were:
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Net currency gain / (loss) included in finance costs | \n\n (5.7) | \n\n 1.6 | \n
The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations at floating interest rates. The Group evaluates the share of interest rate hedging based on assessment of the Group\u2019s total interest rate risk and currently has a combination of fixed and floating interest rates in order to limit exposure. The Board of Directors is on regular basis considering the interest payment hedging of the external financing and mandate administration to execute necessary changes.
The Group had interest rate swap agreements as well as interest Floor and Caps instruments at 31 December 2025. Quoted\u00a0mark-to-market values from financial institutions have been used to determine the fair value of the swap agreements at the end of the year. Some of the instruments used during 2025 and 2024 were documented as cash flow hedges and other as financial investments, and changes in fair value were recognised in other comprehensive income (cash flow hedging) and others recognised through profit and loss statement (financial investments not defined as cash flow hedges).
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged floating rate loans.
The swap contracts require settlement of net interest receivable or payable. The settlement dates coincide with the dates on which interest is payable on the underlying debt.
Average interest rate as of 31 December 2025 was 7.1%, including the effect of interest rate hedging.
Estimated fair value calculations from external financial institutions have been used to determine the fair value of the swap agreement at the end of the year.
The Group monitors its interest rate exposure on a dynamic basis. The Group calculates the impact on profit and loss of a defined interest rate shift.
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n 4.1620% | \n\n (0.6) | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.1) | \n
| \n\n | \n
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 126.4 | \n\n 2028 | \n\n 1:1 | \n\n 3.9799% | \n\n 0.0 | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 51.4 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.0) | \n
| \n\n | \n
Caps and Floors are financial instruments used to manage interest rate risk. A cap is a type of interest rate derivative that sets a maximum limit, or cap, on the interest rate that can be paid. The Group have entered into two cap contracts to protect the Group against interest rate increases beyond 5.5%. A floor is the opposite of a cap. It sets a minimum limit, or floor, on the interest rate that can be paid. The Group has entered into two floors instruments with an interest rate of 2.88% and 3.0125% respectively.
| \n USD million | \n\n 31.12.2025 | \n\n % of total loans | \n\n 31.12.2024 | \n\n % of total loans | \n
|---|---|---|---|---|
| \n Variable rate borrowings | \n\n 327.1 | \n\n 32% | \n\n 166.8 | \n\n 27% | \n
| \n Fixed rate borrowings - repricing or maturity dates: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Less than 1 year | \n\n - | \n\n 0% | \n\n - | \n\n 0% | \n
| \n 1-5 years | \n\n 692.9 | \n\n 68% | \n\n 456.4 | \n\n 73% | \n
| \n Later than 5 years | \n\n - | \n\n 0% | \n\n - | \n\n 0% | \n
| \n Total contractual amounts | \n\n 1,020.0 | \n\n 100% | \n\n 623.3 | \n\n 100% | \n
The table above do not include the Caps and Floors financial instruments. Including these instruments, the fixed-rate portion of the Group's interest-bearing debt is approximately 72% as at 31 December 2025.
The result of the calculation on sensitivities returns the following expected values (including interest rate swaps and options entered into as at 31 December 2025):
\u2022If interest rate is increased by 1.0 %, the effect would be an increase in financing costs of approximately USD 3.2 million for the next 12 months as at 31 December 2025.
The Company had previously issued warrants for up to 6,837,492 common shares. The warrant holder exercised the warrants in May 2024. The warrants were measured at a fair value of USD 16 million at the exercise date, and a change in fair value of USD 11.8 million was recognised as part of Other financial items in the profit or loss in 2024. On 31 May 2024 the warrant liability was converted to equity, and 3,023,886 new ordinary shares were issued to Akastor AS under the warrant agreement.
There are no further warrants outstanding at 31 December 2024, nor at 31 December 2025.
Note 23Credit risk
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and Fair Value Through Other Comprehensive Income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group operates in two segments: Own Fleet and External Fleet. The market for the Group\u2019s services is the offshore oil and gas industry, and the clients consist primarily of major integrated oil companies, independent oil and gas producers, and government owned oil companies. The Group performs ongoing credit evaluations of the clients and generally does not request material collateral.
With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, marketable securities, other receivables and certain derivatives instruments receivable amount, the Group\u2019s exposure to credit risk arises from default of the counter-party, with a maximum exposure equal to the carrying amount of these instruments. However, the Group believes this risk is limited as the counter-parties mainly have a high credit quality.
The maximum exposure regarding trade receivables is the carrying amount of USD 124\u00a0million.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The\u00a0contract assets relate to non-billed work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The\u00a0Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31\u00a0December\u00a02025 or 31 December 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the clients to settle the receivables
The Group has not recognised any impairment losses in 2025 or 2024, and the expected loss rate is set to 0.
No provision for impairment losses is recognised as at 31\u00a0December\u00a02025.
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n
| \n Not due | \n\n 0.0% | \n\n 122.3 | \n\n - | \n\n 122.3 | \n
| \n 0 to 3 months | \n\n 0.0% | \n\n 1.4 | \n\n - | \n\n 1.4 | \n
| \n 3 to 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Over 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n \n | \n\n 123.7 | \n\n - | \n\n 123.7 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n
| \n Not due | \n\n 0.0% | \n\n 8.4 | \n\n - | \n\n 8.4 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Not due | \n\n 0.0% | \n\n 104.3 | \n\n - | \n\n 104.3 | \n
| \n 0 to 3 months | \n\n 0.0% | \n\n 2.6 | \n\n - | \n\n 2.6 | \n
| \n 3 to 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Over 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n \n | \n\n 106.9 | \n\n - | \n\n 106.9 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Not due | \n\n 0.0% | \n\n 7.5 | \n\n - | \n\n 7.5 | \n
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Non-current liabilities - contractual amounts | \n\n 931.7 | \n\n 534.1 | \n
| \n Current liabilities | \n\n 92.8 | \n\n 95.0 | \n
| \n Total | \n\n 1,024.4 | \n\n 629.1 | \n
Note 32Share-based payments
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
That cost is recognised in personnel expenses together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. The\u00a0expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
On 27 June 2022 the Company implemented a share option plan and allocated options for a total of 1,450,000 common shares, at a strike price of NOK 23.37 per share to certain of its employees. In 2023 a further 400,000 options were allocated at a strike price of NOK 26.61 per share. In 2025 the number of outstanding options were adjusted in accordance with the terms of the plan, adding 23,625 share options to the plan. In addition, the new CFO, \u00d8rjan Lunde has been awarded 500,000 options in the company at a strike price of NOK 62.3 per share and with vesting periods of one to five years. Also, in a Special General Meeting held on 22 July 2025, the Company has granted 250,000 share options to the Chair of the Board, Simen Lieungh, at a strike price of NOK 72.6 per share and with vesting periods of one to three years.
The options can only be exercised in three/five equal tranches, with vesting periods of one to five years. The options may be exercised in the exercise period starting at vesting date and ending five working days after. Any options not exercised in the first tranches can be rolled forward to the next tranches. Any options not exercised by the expiry date will be terminated.
In July 2024 120,000 of the options granted in 2022 were exercised, and the Company decided to settle with a cash payment. 27 June 2025 a total of 605,364 options were exercised. The Company elected to settle the exercised options in cash. For outstanding options, the Company continues to have the right to settle in equity and have the intention to do so.
| \n Overview of outstanding options: | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Outstanding options 1.1 | \n\n 1,730,000 | \n\n 1,850,000 | \n
| \n Options granted | \n\n 773,625 | \n\n - | \n
| \n Options exercised | \n\n (605,364) | \n\n (120,000) | \n
| \n Outstanding options 31.12 | \n\n 1,898,261 | \n\n 1,730,000 | \n
| \n Of which exercisable | \n\n 317,790 | \n\n 540,000 | \n
The fair value of the options has been calculated using Black & Scholes option-pricing model. The total cost equals NOK 32 million (approximately USD 3 million) and is recognised over the period until June 2030.
| \n Grant date | \n\n 27.06.2022* | \n\n 01.02.2023* | \n\n 30.01.2025 | \n\n 22.07.2025 | \n
|---|---|---|---|---|
| \n Number of options granted | \n\n 1,468,517 | \n\n 405,108 | \n\n 500,000 | \n\n 250,000 | \n
| \n Share price on grant date | \n\n NOK 23.675 | \n\n NOK 26.375 | \n\n NOK 62.3 | \n\n NOK 72.55 | \n
| \n Strike price per option | \n\n NOK 23.37 | \n\n NOK 26.61 | \n\n NOK 62.3 | \n\n NOK 72.6 | \n
| \n Expected price volatility of the company's shares | \n\n 50% | \n\n 40% | \n\n 35% | \n\n 35% | \n
| \n Expected dividend yield | \n\n 0% | \n\n 0% | \n\n 5.10% | \n\n 11.20% | \n
| \n Risk-free interest rate | \n\n 3.67% | \n\n 2.938 % | \n\n 3.86% | \n\n 3.83% | \n
| \n Expiry date | \n\n 27.06.2027 | \n\n 01.02.2028 | \n\n 04.07.2030 | \n\n 28.07.2028 | \n
| \n Average fair value per option | \n\n NOK 11.36 | \n\n NOK 10.32 | \n\n NOK 16.40 | \n\n NOK 11.98 | \n
| \n\n | \n
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
Note 32Share-based payments
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
That cost is recognised in personnel expenses together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. The\u00a0expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
On 27 June 2022 the Company implemented a share option plan and allocated options for a total of 1,450,000 common shares, at a strike price of NOK 23.37 per share to certain of its employees. In 2023 a further 400,000 options were allocated at a strike price of NOK 26.61 per share. In 2025 the number of outstanding options were adjusted in accordance with the terms of the plan, adding 23,625 share options to the plan. In addition, the new CFO, \u00d8rjan Lunde has been awarded 500,000 options in the company at a strike price of NOK 62.3 per share and with vesting periods of one to five years. Also, in a Special General Meeting held on 22 July 2025, the Company has granted 250,000 share options to the Chair of the Board, Simen Lieungh, at a strike price of NOK 72.6 per share and with vesting periods of one to three years.
The options can only be exercised in three/five equal tranches, with vesting periods of one to five years. The options may be exercised in the exercise period starting at vesting date and ending five working days after. Any options not exercised in the first tranches can be rolled forward to the next tranches. Any options not exercised by the expiry date will be terminated.
In July 2024 120,000 of the options granted in 2022 were exercised, and the Company decided to settle with a cash payment. 27 June 2025 a total of 605,364 options were exercised. The Company elected to settle the exercised options in cash. For outstanding options, the Company continues to have the right to settle in equity and have the intention to do so.
| \n Overview of outstanding options: | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Outstanding options 1.1 | \n\n 1,730,000 | \n\n 1,850,000 | \n
| \n Options granted | \n\n 773,625 | \n\n - | \n
| \n Options exercised | \n\n (605,364) | \n\n (120,000) | \n
| \n Outstanding options 31.12 | \n\n 1,898,261 | \n\n 1,730,000 | \n
| \n Of which exercisable | \n\n 317,790 | \n\n 540,000 | \n
The fair value of the options has been calculated using Black & Scholes option-pricing model. The total cost equals NOK 32 million (approximately USD 3 million) and is recognised over the period until June 2030.
| \n Grant date | \n\n 27.06.2022* | \n\n 01.02.2023* | \n\n 30.01.2025 | \n\n 22.07.2025 | \n
|---|---|---|---|---|
| \n Number of options granted | \n\n 1,468,517 | \n\n 405,108 | \n\n 500,000 | \n\n 250,000 | \n
| \n Share price on grant date | \n\n NOK 23.675 | \n\n NOK 26.375 | \n\n NOK 62.3 | \n\n NOK 72.55 | \n
| \n Strike price per option | \n\n NOK 23.37 | \n\n NOK 26.61 | \n\n NOK 62.3 | \n\n NOK 72.6 | \n
| \n Expected price volatility of the company's shares | \n\n 50% | \n\n 40% | \n\n 35% | \n\n 35% | \n
| \n Expected dividend yield | \n\n 0% | \n\n 0% | \n\n 5.10% | \n\n 11.20% | \n
| \n Risk-free interest rate | \n\n 3.67% | \n\n 2.938 % | \n\n 3.86% | \n\n 3.83% | \n
| \n Expiry date | \n\n 27.06.2027 | \n\n 01.02.2028 | \n\n 04.07.2030 | \n\n 28.07.2028 | \n
| \n Average fair value per option | \n\n NOK 11.36 | \n\n NOK 10.32 | \n\n NOK 16.40 | \n\n NOK 11.98 | \n
| \n\n | \n
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Current assets | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n 0.1 | \n\n - | \n
| \n Total current derivative financial instruments asset | \n\n 0.1 | \n\n - | \n
| \n Non-current assets | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n - | \n\n 0.2 | \n
| \n Total non-current derivative financial instruments asset | \n\n - | \n\n 0.2 | \n
| \n Current liabilities | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n (1.3) | \n\n (4.1) | \n
| \n Total current derivative financial instruments liabilities | \n\n (1.3) | \n\n (4.1) | \n
| \n Non-current liabilities | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n (0.6) | \n\n (0.2) | \n
| \n Other Interest rate instruments - cash flow hedges under hedge accounting | \n\n (0.1) | \n\n (0.0) | \n
| \n Total non-current derivative financial instruments liabilities | \n\n (0.7) | \n\n (0.2) | \n
The Group's hedging reserves disclosed in Note 25 - Other reserves related to the following instruments.
| \n USD million | \n\n Currency forwards | \n\n Interest rate swaps | \n\n Total hedge reserves | \n
|---|---|---|---|
| \n Opening balance 1 January 2024 | \n\n 1.5 | \n\n (1.3) | \n\n 0.1 | \n
| \n Change in fair value of hedging instruments recognised in Other Comprehensive Income (OCI) | \n\n (6.1) | \n\n 2.0 | \n\n (4.1) | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.5 | \n\n (0.7) | \n\n (0.2) | \n
| \n Closing balance 31 December 2024 | \n\n (4.1) | \n\n (0.0) | \n\n (4.1) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n 2.8 | \n\n (0.4) | \n\n 2.4 | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.2 | \n\n (0.3) | \n\n (0.2) | \n
| \n Closing balance 31 December 2025 | \n\n (1.2) | \n\n (0.7) | \n\n (1.9) | \n
In addition to the amounts disclosed in the reconciliation of the hedging reserves above, the following amounts were recognised in profit or loss in relation to derivatives:
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Foreign exchange contracts - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n 0.0 | \n
| \n Warrant liability - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n (11.8) | \n
| \n Foreign currency contracts | \n\n Currency | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n|
|---|---|---|---|---|---|---|---|
| \n 31.12.2025 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 154.9 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n (0.9) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 12.0 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.28091 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 144.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.5 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 10.3 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.39465 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 9.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 7.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.26114 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 69.9 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.2 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.1 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35925 | \n\n (0.1) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 21.0 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.49979 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 22.1 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.05000 | \n\n (0.0) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 70.8 | \n\n 15.01.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.0 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.2 | \n\n 15.01.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35082 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 7.3 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.4) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.8 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.27533 | \n\n * | \n
| \n 31.12.2024 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 257.5 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (2.5) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 20.0 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.13415 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 80.3 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.70000 | \n\n (0.3) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 82.5 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.00000 | \n\n 0.0 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 210.9 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.54500 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 220.7 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.03725 | \n\n (0.9) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 165.4 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.50000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 175.7 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.15794 | \n\n 0.1 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 202.0 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (0.1) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 14.3 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.24409 | \n\n * | \n
| \n\n | \n
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n 4.1620% | \n\n (0.6) | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.1) | \n
| \n\n | \n
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 126.4 | \n\n 2028 | \n\n 1:1 | \n\n 3.9799% | \n\n 0.0 | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 51.4 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.0) | \n
| \n\n | \n
Caps and Floors are financial instruments used to manage interest rate risk. A cap is a type of interest rate derivative that sets a maximum limit, or cap, on the interest rate that can be paid. The Group have entered into two cap contracts to protect the Group against interest rate increases beyond 5.5%. A floor is the opposite of a cap. It sets a minimum limit, or floor, on the interest rate that can be paid. The Group has entered into two floors instruments with an interest rate of 2.88% and 3.0125% respectively.
The Company had previously issued warrants for up to 6,837,492 common shares. The warrant holder exercised the warrants in May 2024. The warrants were measured at a fair value of USD 16 million at the exercise date, and a change in fair value of USD 11.8 million was recognised as part of Other financial items in the profit or loss in 2024. On 31 May 2024 the warrant liability was converted to equity, and 3,023,886 new ordinary shares were issued to Akastor AS under the warrant agreement.
There are no further warrants outstanding at 31 December 2024, nor at 31 December 2025.
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
Note 32Share-based payments
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
That cost is recognised in personnel expenses together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. The\u00a0expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
On 27 June 2022 the Company implemented a share option plan and allocated options for a total of 1,450,000 common shares, at a strike price of NOK 23.37 per share to certain of its employees. In 2023 a further 400,000 options were allocated at a strike price of NOK 26.61 per share. In 2025 the number of outstanding options were adjusted in accordance with the terms of the plan, adding 23,625 share options to the plan. In addition, the new CFO, \u00d8rjan Lunde has been awarded 500,000 options in the company at a strike price of NOK 62.3 per share and with vesting periods of one to five years. Also, in a Special General Meeting held on 22 July 2025, the Company has granted 250,000 share options to the Chair of the Board, Simen Lieungh, at a strike price of NOK 72.6 per share and with vesting periods of one to three years.
The options can only be exercised in three/five equal tranches, with vesting periods of one to five years. The options may be exercised in the exercise period starting at vesting date and ending five working days after. Any options not exercised in the first tranches can be rolled forward to the next tranches. Any options not exercised by the expiry date will be terminated.
In July 2024 120,000 of the options granted in 2022 were exercised, and the Company decided to settle with a cash payment. 27 June 2025 a total of 605,364 options were exercised. The Company elected to settle the exercised options in cash. For outstanding options, the Company continues to have the right to settle in equity and have the intention to do so.
| \n Overview of outstanding options: | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Outstanding options 1.1 | \n\n 1,730,000 | \n\n 1,850,000 | \n
| \n Options granted | \n\n 773,625 | \n\n - | \n
| \n Options exercised | \n\n (605,364) | \n\n (120,000) | \n
| \n Outstanding options 31.12 | \n\n 1,898,261 | \n\n 1,730,000 | \n
| \n Of which exercisable | \n\n 317,790 | \n\n 540,000 | \n
The fair value of the options has been calculated using Black & Scholes option-pricing model. The total cost equals NOK 32 million (approximately USD 3 million) and is recognised over the period until June 2030.
| \n Grant date | \n\n 27.06.2022* | \n\n 01.02.2023* | \n\n 30.01.2025 | \n\n 22.07.2025 | \n
|---|---|---|---|---|
| \n Number of options granted | \n\n 1,468,517 | \n\n 405,108 | \n\n 500,000 | \n\n 250,000 | \n
| \n Share price on grant date | \n\n NOK 23.675 | \n\n NOK 26.375 | \n\n NOK 62.3 | \n\n NOK 72.55 | \n
| \n Strike price per option | \n\n NOK 23.37 | \n\n NOK 26.61 | \n\n NOK 62.3 | \n\n NOK 72.6 | \n
| \n Expected price volatility of the company's shares | \n\n 50% | \n\n 40% | \n\n 35% | \n\n 35% | \n
| \n Expected dividend yield | \n\n 0% | \n\n 0% | \n\n 5.10% | \n\n 11.20% | \n
| \n Risk-free interest rate | \n\n 3.67% | \n\n 2.938 % | \n\n 3.86% | \n\n 3.83% | \n
| \n Expiry date | \n\n 27.06.2027 | \n\n 01.02.2028 | \n\n 04.07.2030 | \n\n 28.07.2028 | \n
| \n Average fair value per option | \n\n NOK 11.36 | \n\n NOK 10.32 | \n\n NOK 16.40 | \n\n NOK 11.98 | \n
| \n\n | \n
Note 12Financial assets and liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
The tables below analyse financial instruments carried at fair value, by valuation method, based on the lowest level input that is significant to the fair value measurement as a whole. The different levels have been defined as follows:
\u2022Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
\u2022Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
\u2022Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For\u00a0short-term assets and liabilities at level 3, the value is approximately equal to the carrying amount. As the time horizon is due in short-term, future cash flows are not discounted.
Level 2 derivatives held at fair value through profit or loss and hedging derivatives comprise interest rate swaps and foreign exchange agreements. Interest rate swaps and foreign exchange agreements are fair valued using forward rates extracted from observable yield curves. Interest rate swaps and foreign exchange agreements are recognised according to mark-to-market reports from external financial institutions.
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
Derivatives are valued at fair value through profit or loss (FVPL) unless designated as hedges. The Group has applied the practical expedient under IFRS 9 and are measuring the initial recognition of trade receivables at the transaction price determined under IFRS 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Realised gains and losses arise from financial assets not designated for hedging, are recognised in the income statement as financial item in the period they occur.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
The Group\u2019s financial liabilities include trade and other payables, borrowings and derivative financial instruments. The Group's financial liabilities at fair value through profit or loss include derivative financial instruments not designated as hedging instruments in hedge relationship as defined by IFRS 9.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
When the contractual cash flows of financial liabilities such as borrowings are renegotiated or otherwise modified and the renegotiation or modification does not quality for derecognition, the gross carrying amount is recalculated and a\u00a0modification gain or loss is recognised in profit or loss. The gross carrying amount is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the original effective interest rate. Any costs or fees incurred adjust the carrying amount of the modified liability and are amortised over the remaining term of the modified\u00a0liability.
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
Note 16Interest-bearing borrowings
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Borrowings | \n\n 931.7 | \n\n 88.3 | \n\n 1,020.0 | \n\n 534.1 | \n\n 89.1 | \n\n 623.3 | \n
| \n Transaction cost, unamortised | \n\n (12.7) | \n\n - | \n\n (12.7) | \n\n (6.8) | \n\n - | \n\n (6.8) | \n
| \n Accrued interest expenses | \n\n - | \n\n 4.4 | \n\n 4.4 | \n\n - | \n\n 5.9 | \n\n 5.9 | \n
| \n Carrying amounts interest-bearing borrowings | \n\n 919.0 | \n\n 92.8 | \n\n 1,011.7 | \n\n 527.3 | \n\n 94.99 | \n\n 622.3 | \n
Odfjell Drilling completed its planned refinancing in the last quarter of 2025 through the issuance of a new secured bond and by securing new bank facilities. The new bank facilities carry a floating average interest rate of Secured Overnight Financing Rate (SOFR) + 270-295 basis points.
The repaid bond and facilities were derecognised and a total of USD 18.2 million was expensed, including a call premium of USD 13.4 million related to the bond.
On the 8 December 2025, the Group issued a USD 650 million senior secured bond. The bond, with maturity in March 2031, has a fixed coupon of 7.25% p.a. and semi-annual instalments of USD 22.5 million, first time 9 months from the issue date. The bond is secured by standard first lien security related to the Deepsea Aberdeen, Deepsea Atlantic and Deepsea Nordkapp, as well as guaranteed by Odfjell Drilling Ltd and various subsidiaries.
A new USD 300 million senior secured bank facility on Deepsea Stavanger in Odfjell Invest Ltd, was entered into in the last quarter of 2025. The facility consists of a USD 150 million term loan maturing in June 2030 and a USD 150 million reducing revolving credit facility (\"RCF\") maturing in January 2031.
The term loan of USD 150 million was drawn in full 11 December 2025.
USD 150 million is available on the Odfjell Invest Ltd RCF facility at 31 December 2025.
A new USD 250 million senior secured bank facility on Deepsea Bollsta (renamed to Deepsea Bergen in March 2026) in Odfjell Drilling Malta Ltd was entered into in the last quarter of 2025. The facility, maturing in January 2031, consists of a USD 100 million term loan and a USD 150 million reducing revolving credit facility (\"RCF\").
The term loan of USD 100 million was drawn in full 14 December 2025, while a total of USD 120 million was drawn in the RCF in December 2025.
The USD 390 million secured bond maturing in May 2028 with an outstanding amount of USD 290 million was called and repaid in full 11 December 2025, in addition to a call premium of USD 13.4 million.
The outstanding amount of USD 128 million was repaid in full 9 December 2025.
The USD 86 million outstanding amount of the old term loan and the outstanding amount of USD 30 million on the RCF was repaid in full in the last quarter of 2025.
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Carrying amount as at 1 January | \n\n 527.3 | \n\n 95.0 | \n\n 622.3 | \n\n 561.8 | \n\n 149.6 | \n\n 711.4 | \n
| \n Cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Utilised borrowings | \n\n 1,014.6 | \n\n 50.0 | \n\n 1,064.6 | \n\n 91.7 | \n\n - | \n\n 91.7 | \n
| \n Paid transaction costs related to new borrowings | \n\n (13.0) | \n\n - | \n\n (13.0) | \n\n - | \n\n - | \n\n - | \n
| \n Repayment borrowings and revolving credit facility | \n\n (264.1) | \n\n (114.1) | \n\n (378.3) | \n\n - | \n\n (182.1) | \n\n (182.1) | \n
| \n Repayment called bond * | \n\n (289.6) | \n\n - | \n\n (289.6) | \n\n - | \n\n - | \n\n - | \n
| \n Paid premium called bond | \n\n (13.4) | \n\n - | \n\n (13.4) | \n\n - | \n\n - | \n\n - | \n
| \n Non-cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Reclassified from / (to) current borrowings | \n\n (63.3) | \n\n 63.3 | \n\n - | \n\n (128.8) | \n\n 128.8 | \n\n - | \n
| \n Change in transaction cost, unamortised | \n\n 20.6 | \n\n - | \n\n 20.6 | \n\n 2.5 | \n\n - | \n\n 2.5 | \n
| \n Change in accrued interest cost | \n\n - | \n\n (1.4) | \n\n (1.4) | \n\n - | \n\n (1.2) | \n\n (1.2) | \n
| \n Carrying amount as at 31 December | \n\n 919.0 | \n\n 92.8 | \n\n 1,011.7 | \n\n 527.3 | \n\n 95.0 | \n\n 622.3 | \n
| \n\n | \n
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Within 3 months | \n\n - | \n\n 33.3 | \n\n 33.3 | \n\n - | \n\n 23.0 | \n\n 23.0 | \n
| \n Between 3 and 6 months | \n\n - | \n\n 10.8 | \n\n 10.8 | \n\n - | \n\n 28.0 | \n\n 28.0 | \n
| \n Between 6 and 9 months | \n\n - | \n\n 33.3 | \n\n 33.3 | \n\n - | \n\n 9.0 | \n\n 9.0 | \n
| \n Between 9 months and 1 year | \n\n - | \n\n 10.8 | \n\n 10.8 | \n\n - | \n\n 29.0 | \n\n 29.0 | \n
| \n Between 1 and 2 years | \n\n 88.3 | \n\n - | \n\n 88.3 | \n\n 76.2 | \n\n - | \n\n 76.2 | \n
| \n Between 2 and 3 years | \n\n 88.3 | \n\n - | \n\n 88.3 | \n\n 93.3 | \n\n - | \n\n 93.3 | \n
| \n Between 3 and 4 years | \n\n 89.6 | \n\n - | \n\n 89.6 | \n\n 321.9 | \n\n - | \n\n 321.9 | \n
| \n Between 4 and 5 years | \n\n 86.7 | \n\n - | \n\n 86.7 | \n\n 42.8 | \n\n - | \n\n 42.8 | \n
| \n Beyond 5 years | \n\n 578.8 | \n\n - | \n\n 578.8 | \n\n - | \n\n - | \n\n - | \n
| \n Total contractual amounts | \n\n 931.7 | \n\n 88.3 | \n\n 1,020.0 | \n\n 534.1 | \n\n 89.1 | \n\n 623.3 | \n
The table above analyses Odfjell Drilling's financial liabilities into relevant groupings based on the remaining instalments and RCF payments due at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual cash flows. Refer to Note 21 and Note 22 for further information regarding liquidity risk and interest risk.
Odfjell Drilling has USD 150 million available on the Odfjell Invest Ltd RCF and USD 30 million available on the Odfjell Drilling Malta Ltd RCF as per 31 December 2025.
The main financial covenants are listed in the table below. The covenants are calculated based on Odfjell Drilling Ltd consolidated financial statements.
The Odfjell Drilling Group is compliant with all financial covenants as at 31 December 2025.
| \n Financial covenants | \n\n The Odfjell Rig III 2025/2031 senior secured bond | \n\n The Odfjell Invest Ltd senior secured bank facility | \n\n The Odfjell Drilling Malta Ltd senior secured bank facility | \n
|---|---|---|---|
| \n Equity | \n\n n/a | \n\n \u2265 USD 600m | \n\n \u2265 USD 600m | \n
| \n Equity ratio | \n\n \u2265 30% | \n\n \u2265 30% | \n\n \u2265 30% | \n
| \n Free liquidity (incl. undrawn RCF) | \n\n \u2265 USD 50m | \n\n \u2265 USD 50m | \n\n \u2265 USD 50m | \n
| \n Total cash (incl. undrawn RCF) | \n\n n/a | \n\n \u2265 7.5% of gross interest-bearing debt (incl. undrawn RCF) | \n\n \u2265 7.5% of gross interest-bearing debt (incl. undrawn RCF) | \n
| \n Current ratio | \n\n \u2265 1.0x | \n\n \u2265 1.0x | \n\n \u2265 1.0x | \n
| \n Leverage ratio * | \n\n n/a | \n\n \u2264 3.0x | \n\n \u2264 3.0x | \n
| \n\n | \n
The main distribution restrictions are listed in the table below.
| \n Distribution restrictions | \n\n The Odfjell Rig III 2025/2031 senior secured bond | \n\n The Odfjell Invest Ltd senior secured bank facility | \n\n The Odfjell Drilling Malta Ltd senior secured bank facility | \n
|---|---|---|---|
| \n Leverage ratio | \n\n \u2264 2.25 first 24 months and \u2264\u00a02.0\u00a0thereafter | \n\n \u2264 3.0x | \n\n \u2264 3.0x | \n
| \n Total liquidity (incl. undrawn RCF) | \n\n \u2265 100 million | \n\n n/a | \n\n n/a | \n
| \n Free liquidity (incl. undrawn RCF) | \n\n n/a | \n\n \u2265 75 million | \n\n \u2265 75 million | \n
The loans and borrowings category is the most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. Refer to further information in Note 16 - Interest-bearing borrowings.
Borrowings are financial liabilities recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To\u00a0the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Fees related to revolving credit facilities are amortised on a straight-line basis over the period which the credit facility is available.
The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements, are categorised within the\u00a0fair value hierarchy, described below, based on the lowest level input that is significant to the fair value measurement as\u00a0a whole.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial assets at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - Non-current assets | \n\n\n | \n\n 2 | \n\n - | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current assets | \n\n\n | \n\n 2 | \n\n 0.1 | \n\n - | \n
| \n Financial assets at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Contract assets - Non-current and current | \n\n\n | \n\n \n | \n\n 8.4 | \n\n 7.5 | \n
| \n Trade receivables | \n\n\n | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
| \n Other current receivables | \n\n\n | \n\n \n | \n\n 3.7 | \n\n 1.1 | \n
| \n Cash and cash equivalents | \n\n\n | \n\n \n | \n\n 103.3 | \n\n 118.1 | \n
| \n Total assets as at 31.12 | \n\n \n | \n\n \n | \n\n 239.2 | \n\n 233.8 | \n
Note 14Trade receivables
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Trade receivables | \n\n \n | \n\n 102.3 | \n\n 83.7 | \n
| \n Earned, not yet invoiced operating revenues | \n\n \n | \n\n 21.3 | \n\n 23.1 | \n
| \n Loss allowance | \n\n\n | \n\n - | \n\n - | \n
| \n Trade receivables - net | \n\n \n | \n\n 123.7 | \n\n 106.9 | \n
As the receivables are due in the short-term, the fair value is approximately equal to the carrying amount, and the future cash flows are not discounted.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and Fair Value Through Other Comprehensive Income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
| \n USD million | \n\n Note | \n\n Level | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Financial liabilities at fair value through profit or loss | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Derivatives designated as hedging instruments | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate instruments - Non-current liabilities | \n\n\n | \n\n 2 | \n\n 0.7 | \n\n 0.2 | \n
| \n Foreign exchange forward contracts - Current liabilities | \n\n\n | \n\n 2 | \n\n 1.3 | \n\n 4.1 | \n
| \n Financial liabilities at amortised cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 919.0 | \n\n 527.3 | \n
| \n Current interest-bearing borrowings | \n\n\n | \n\n \n | \n\n 92.8 | \n\n 95.0 | \n
| \n Non-current lease liabilities | \n\n\n | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current lease liabilities | \n\n\n | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Other non-current liabilities | \n\n \n | \n\n \n | \n\n 5.3 | \n\n - | \n
| \n Trade payables | \n\n \n | \n\n \n | \n\n 27.6 | \n\n 35.5 | \n
| \n Other current liabilities | \n\n\n | \n\n \n | \n\n 40.2 | \n\n 32.8 | \n
| \n Total liabilities as at 31.12. | \n\n \n | \n\n \n | \n\n 1,135.8 | \n\n 738.3 | \n
Note 13Contract balances
A contract asset is the right to consideration in exchange for goods or services transferred to the client. If the Group performs by transferring goods or services to a client before the client pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
For costs to fulfil contracts where the Group operates as a lessor, the Group has chosen to apply the guidance in IFRS 15 by analogy.
A contract liability is the obligation to transfer goods or services to a client for which the Group has received consideration (or an amount of consideration is due) from the client. If a client pays consideration before the Group transfers goods or services to the client, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Contract assets | \n\n 8.4 | \n\n 7.5 | \n
| \n Non-current contract liabilities | \n\n (33.2) | \n\n - | \n
| \n Current contract liabilities | \n\n (31.0) | \n\n (44.1) | \n
The contract assets as at 31 December 2025 and 31 December 2024 are related to the management agreement with CIMC Raffles regarding management and operation of the Deepsea Yantai. Accrued revenue for the services provided during transit and first mobilisation is payable at the expiry or the termination of the management agreement, or will be offset in the purchase price of the rig, should Odfjell Drilling purchase the unit.
Per 31 December 2025, contract liabilities that are expected to be recognised as revenue in 2026 are classified as current liabilities. All other contract liabilities are classified as non\u2011current liabilities. Of the contract liabilities per 31\u00a0December\u00a02024, about USD 14 million was expected to be recognised as revenue during the first twelve months, and consequently USD\u00a030\u00a0million would have been classified as non-current liability when applying the same classification as per 31\u00a0December\u00a02025. The change in classification do not affect revenue recognition, the cash flow statement or the statement of changes in equity.
In addition to the contract liabilities listed above, the Group have received prepayments from clients that have to be repaid if the drilling contract is not extended beyond the current fixed backlog. This prepayment amount to USD 5.3 million and is presented as other non-current liabilities.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Amounts included in contract liabilities at the beginning of the year | \n\n 13.9 | \n\n 7.6 | \n
| \n Performance obligations satisfied in the previous years | \n\n 2.3 | \n\n 4.2 | \n
| \n USD million | \n\n Note | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Asset recognised at 31 December from costs incurred to fulfil a contract | \n\n\n | \n\n 3.0 | \n\n 1.7 | \n
| \n Amortisation recognised as cost of providing services during the period | \n\n \n | \n\n 1.9 | \n\n 0.5 | \n
The Group has recognised assets for costs incurred to fulfil a contract with clients. The assets are presented within other current assets in the balance sheet. The asset is amortised on a straight-line basis over the term of the specific contract it relates to, consistent with the pattern of recognition of the associated revenue.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and Fair Value Through Other Comprehensive Income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Note 15Cash and cash equivalents
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Cash in bank | \n\n 90.5 | \n\n 98.3 | \n
| \n Time deposits | \n\n 0.2 | \n\n 4.8 | \n
| \n Retention accounts | \n\n 0.0 | \n\n 4.8 | \n
| \n Restricted bank deposits * | \n\n 12.7 | \n\n 10.3 | \n
| \n Total cash and cash equivalents | \n\n 103.3 | \n\n 118.1 | \n
| \n * The restricted bank deposits are mainly related to tax withholdings for employees. | \n
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Cash in bank | \n\n 90.5 | \n\n 98.3 | \n
| \n Time deposits | \n\n 0.2 | \n\n 4.8 | \n
| \n Retention accounts | \n\n 0.0 | \n\n 4.8 | \n
| \n Restricted bank deposits * | \n\n 12.7 | \n\n 10.3 | \n
| \n Total cash and cash equivalents | \n\n 103.3 | \n\n 118.1 | \n
| \n * The restricted bank deposits are mainly related to tax withholdings for employees. | \n
Note 17Leases
This note relates to the Group as a lessee only.
The Group leases various offices, workshops and warehouses in addition to some equipment. Rental contracts are typically made for fixed periods of 6 months to 10 years, but may have extension or termination options. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The lease payments are discounted using the lessee\u2019s incremental borrowing rate. To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-free interest rate, adjusted for credit risk for leases held by the Group, and makes adjustments specific to the lease, e.g. term, country, currency, and security.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Right-of-use assets are measured at cost, consisting of the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and any restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset\u2019s useful life.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT\u2011equipment and smaller items of office equipment.
Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
Most extension options have not been included in the lease liability, because the Group could replace the asset without significant cost of business disruption, or because the Group is not certain it would need the asset in the option period.
As at 31 December 2025, potential future cash outflows of USD 54 million (not discounted) have not been included in the lease liability because it is not reasonably certain that these leases will be extended (or not terminated).
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Expenses relating to low value items and short-term leases | \n\n 14.9 | \n\n 15.0 | \n
As an amendment to the Global Business Service agreement with Odfjell Technology, the Group has committed to sub-lease offices with commencement date 1 January 2026. A disposal of right-of-use assets of about USD 11.7 million, a lease receivable of approximately USD million 13.6 million and a gain of approximately USD 1.9 million will be recognised in 2026.
| \n \n | \n\n Properties | \n\n Drilling equipment | \n\n Total Right-of-use assets | \n\n Properties | \n\n Other fixed assets | \n\n Total Right-of-use assets | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Cost | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January | \n\n 38.4 | \n\n 52.3 | \n\n 90.8 | \n\n 41.6 | \n\n 69.9 | \n\n 111.5 | \n
| \n Additions | \n\n 1.4 | \n\n 12.9 | \n\n 14.4 | \n\n 1.3 | \n\n 5.1 | \n\n 6.3 | \n
| \n Disposals | \n\n - | \n\n - | \n\n - | \n\n - | \n\n (20.2) | \n\n (20.2) | \n
| \n Currency translation differences | \n\n 4.9 | \n\n 1.6 | \n\n 6.5 | \n\n (4.4) | \n\n (2.4) | \n\n (6.8) | \n
| \n Cost as at 31 December | \n\n 44.8 | \n\n 66.9 | \n\n 111.6 | \n\n 38.4 | \n\n 52.3 | \n\n 90.8 | \n
| \n Accumulated depreciation and impairment | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n At 1 January | \n\n (18.3) | \n\n (31.3) | \n\n (49.5) | \n\n (16.4) | \n\n (35.3) | \n\n (51.8) | \n
| \n Depreciation from continuing operations | \n\n (4.0) | \n\n (9.8) | \n\n (13.8) | \n\n (3.8) | \n\n (12.4) | \n\n (16.2) | \n
| \n Disposals | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 15.0 | \n\n 15.0 | \n
| \n Currency translation differences | \n\n (2.4) | \n\n (1.1) | \n\n (3.6) | \n\n 1.9 | \n\n 1.5 | \n\n 3.4 | \n
| \n As at 31 December | \n\n (24.8) | \n\n (42.1) | \n\n (66.9) | \n\n (18.3) | \n\n (31.3) | \n\n (49.5) | \n
| \n Net book value at 31 December | \n\n 20.0 | \n\n 24.7 | \n\n 44.8 | \n\n 20.2 | \n\n 21.1 | \n\n 41.2 | \n
| \n USD million | \n\n \n | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Non-current | \n\n \n | \n\n 32.7 | \n\n 27.6 | \n
| \n Current | \n\n \n | \n\n 16.3 | \n\n 15.7 | \n
| \n Total | \n\n \n | \n\n 49.0 | \n\n 43.4 | \n
| \n \n | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2025 | \n\n 2025 | \n\n 2024 | \n\n 2024 | \n\n 2024 | \n
| \n Carrying amount as at 1 January | \n\n 27.6 | \n\n 15.7 | \n\n 43.4 | \n\n 38.4 | \n\n 24.9 | \n\n 63.3 | \n
| \n Cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Payments for the principal portion of the lease liability | \n\n - | \n\n (13.5) | \n\n (13.5) | \n\n - | \n\n (16.1) | \n\n (16.1) | \n
| \n Payments for the interest portion of the lease liability | \n\n - | \n\n (2.9) | \n\n (2.9) | \n\n - | \n\n (3.3) | \n\n (3.3) | \n
| \n Non-cash flows: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n New lease liabilities recognised in the year | \n\n 14.4 | \n\n - | \n\n 14.4 | \n\n 6.3 | \n\n - | \n\n 6.3 | \n
| \n Disposals | \n\n \n | \n\n - | \n\n - | \n\n (5.7) | \n\n - | \n\n (5.7) | \n
| \n Interest expense on lease liabilities | \n\n 2.8 | \n\n - | \n\n 2.8 | \n\n 3.6 | \n\n - | \n\n 3.6 | \n
| \n Reclassified to current portion of lease liabilities | \n\n (13.6) | \n\n 13.6 | \n\n - | \n\n (11.4) | \n\n 11.4 | \n\n - | \n
| \n Currency exchange differences | \n\n 1.5 | \n\n 3.4 | \n\n 4.9 | \n\n (3.6) | \n\n (1.1) | \n\n (4.7) | \n
| \n Carrying amount as at 31 December | \n\n 32.7 | \n\n 16.3 | \n\n 49.0 | \n\n 27.6 | \n\n 15.7 | \n\n 43.4 | \n
This note relates to the Group as a lessee only.
The Group leases various offices, workshops and warehouses in addition to some equipment. Rental contracts are typically made for fixed periods of 6 months to 10 years, but may have extension or termination options. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The lease payments are discounted using the lessee\u2019s incremental borrowing rate. To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-free interest rate, adjusted for credit risk for leases held by the Group, and makes adjustments specific to the lease, e.g. term, country, currency, and security.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Right-of-use assets are measured at cost, consisting of the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and any restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset\u2019s useful life.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT\u2011equipment and smaller items of office equipment.
The Group has contractual pension agreement (CPA) schemes in Norway established in multi-employer plans. These multi-employer plans are defined benefit plans, but the Group does not have access to the necessary information for the accounting years 2024 and 2025 required to account for these plans as defined benefit plans, and the plans are therefore accounted for as defined contribution plans.
The Norwegian subsidiaries in the Group with employees are required to have a civil service pension scheme according to the Norwegian Act relating to mandatory occupational pensions. These subsidiaries have pension schemes in accordance with the requirements in this Act.
Note 19Other liabilities
Other current liabilities specification
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Derivative financial instruments | \n\n\n | \n\n 1.3 | \n\n 4.1 | \n
| \n Social security and other taxes | \n\n \n | \n\n 24.7 | \n\n 18.8 | \n
| \n Accrued salaries, holiday pay and employee bonus provisions | \n\n \n | \n\n 21.5 | \n\n 16.9 | \n
| \n Other payables and financial liabilities | \n\n \n | \n\n 2.3 | \n\n 4.6 | \n
| \n Other accrued expenses | \n\n \n | \n\n 16.4 | \n\n 11.3 | \n
| \n Total other current liabilities | \n\n \n | \n\n 66.1 | \n\n 55.7 | \n
Refer to Note 27 - Contingencies for further information about accounting policy for provisions and accruals, as well as significant judgement applied and estimation uncertainty.
Note 19Other liabilities
Other current liabilities specification
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Derivative financial instruments | \n\n\n | \n\n 1.3 | \n\n 4.1 | \n
| \n Social security and other taxes | \n\n \n | \n\n 24.7 | \n\n 18.8 | \n
| \n Accrued salaries, holiday pay and employee bonus provisions | \n\n \n | \n\n 21.5 | \n\n 16.9 | \n
| \n Other payables and financial liabilities | \n\n \n | \n\n 2.3 | \n\n 4.6 | \n
| \n Other accrued expenses | \n\n \n | \n\n 16.4 | \n\n 11.3 | \n
| \n Total other current liabilities | \n\n \n | \n\n 66.1 | \n\n 55.7 | \n
Refer to Note 27 - Contingencies for further information about accounting policy for provisions and accruals, as well as significant judgement applied and estimation uncertainty.
Note 19Other liabilities
Other current liabilities specification
| \n USD million | \n\n Note | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|
| \n Derivative financial instruments | \n\n\n | \n\n 1.3 | \n\n 4.1 | \n
| \n Social security and other taxes | \n\n \n | \n\n 24.7 | \n\n 18.8 | \n
| \n Accrued salaries, holiday pay and employee bonus provisions | \n\n \n | \n\n 21.5 | \n\n 16.9 | \n
| \n Other payables and financial liabilities | \n\n \n | \n\n 2.3 | \n\n 4.6 | \n
| \n Other accrued expenses | \n\n \n | \n\n 16.4 | \n\n 11.3 | \n
| \n Total other current liabilities | \n\n \n | \n\n 66.1 | \n\n 55.7 | \n
Refer to Note 27 - Contingencies for further information about accounting policy for provisions and accruals, as well as significant judgement applied and estimation uncertainty.
Note 20Financial risk management
The primary objective of the Group's capital management is to ensure that it maintains required capital ratios and liquidity available to support the business. Capital management should be such that the capital structure is sufficiently robust to withstand prolonged adverse conditions in significant risk factors, such as long-term down-cycles in our markets and unfavourable conditions in financial markets.
Capital management also comprises securing the Group to be in compliance with covenants on interest bearing debt. Reference is made to Note 16 - Interest-bearing borrowings which discloses information about covenants on long-term interest-bearing liabilities.
The Group will manage the capital structure and adjust it, to maintain an optimal structure adapted to current economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments, buy treasury shares, return capital to shareholders, or issue new shares.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Equity | \n\n 1,422.3 | \n\n 1,403.1 | \n
| \n Total assets | \n\n 2,667.7 | \n\n 2,214.9 | \n
| \n Equity ratio | \n\n 53% | \n\n 63% | \n
| \n Cash and cash equivalents excl. restricted capital | \n\n 90.7 | \n\n 107.8 | \n
| \n Available drawing facilities | \n\n 180.0 | \n\n 99.0 | \n
| \n Total available liquidity | \n\n 270.7 | \n\n 206.8 | \n
The Group is exposed to a range of financial risks: liquidity risk, market risk (including currency risk, interest rate risk, and price risk), and credit risk. The financial risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group\u2019s financial performance. To some extent, the Group uses derivative financial instruments to reduce certain risk exposures.
Risk management is carried out on a Group level. The Group identifies, evaluates and hedges financial risks in close co-operation with the Group's operational units. The board of Odfjell Drilling Ltd. has established written principles for risk management of foreign exchange risk, interest rate risk and use of derivative financial instruments.
The primary objective of the Group's capital management is to ensure that it maintains required capital ratios and liquidity available to support the business. Capital management should be such that the capital structure is sufficiently robust to withstand prolonged adverse conditions in significant risk factors, such as long-term down-cycles in our markets and unfavourable conditions in financial markets.
Capital management also comprises securing the Group to be in compliance with covenants on interest bearing debt. Reference is made to Note 16 - Interest-bearing borrowings which discloses information about covenants on long-term interest-bearing liabilities.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Equity | \n\n 1,422.3 | \n\n 1,403.1 | \n
| \n Total assets | \n\n 2,667.7 | \n\n 2,214.9 | \n
| \n Equity ratio | \n\n 53% | \n\n 63% | \n
| \n Cash and cash equivalents excl. restricted capital | \n\n 90.7 | \n\n 107.8 | \n
| \n Available drawing facilities | \n\n 180.0 | \n\n 99.0 | \n
| \n Total available liquidity | \n\n 270.7 | \n\n 206.8 | \n
Note 21Liquidity risk
The Group's policy regarding the management of the cash positions has three main objectives:
\u2022Matching of surplus funds against borrowing requirements
\u2022Secure a high level of liquidity in order to meet future plans of the Group, with a targeted minimum of two months' cash flow at all times
\u2022Limitation of credit risks
Investments may only be made in securities with a rating of Investment grade, BAA (Moodys) , BBB- (Standard and Poors and Fitch IBCA) or better. The Board can approve deviations on a case by case basis.
A list of counter-party exposure limits is reported to the Board of Odfjell Drilling on a yearly basis.
The following instruments are allowed for short-term placements;
\u2022Deposits in banks
\u2022Loans to companies/institutions/funds (like fixed or floating rate bonds, senior or subordinated debt)
\u2022Certificates
\u2022Money-market funds
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of credit facilities, and to have sufficient cash at any time to be able to finance its operations and investments in accordance with the Group's strategic plan.
With regular forecasts and liquidity analysis updates, the Group will ensure sufficient available liquidity to fulfil its duties at loan maturity, without unacceptable loss or risk of damaging the Group\u2019s reputation.
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through credit facilities, and the ability to close out market positions.
The Group\u2019s cash flow forecasting is performed by Group Finance. Group Finance monitors rolling forecasts of the Group\u2019s liquidity requirements, to ensure it has sufficient cash to meet operational needs at all times, so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group\u2019s debt financing plans and covenant compliance.
Odfjell Drilling held cash and cash equivalents amounting to USD 103 million in addition to available drawing facilities of USD 180 million at the end of 2025. This is deemed to be sufficient funding for the Group\u2019s current activity levels and committed capital expenditures during 2026.
The liquidity risk is connected with the market risk and the re-contracting risk for mobile offshore drilling units. The\u00a0management continuously focuses on securing new profitable contracts for the Group's mobile offshore drilling units to generate sufficient cash flow from operations, hence reducing the liquidity risk going forward.
The Group's refinancing risk is considered low given the full refinancing exercise undertaken in 2025. No final debt maturities until 2031, which is providing long-term financial stability and flexibility. See Note 16 - Interest-bearing borrowings for further information about maturity of contractual amounts.
The amounts disclosed in the table are the contractual non-discounted cash flows. The tables include estimated interest payments for drawn facilities at the balance sheet date, based on the remaining period at the end of the reporting period to the contractual maturity date. The estimated interest payments include payments based on forward rates for the interest rate swaps.
| \n USD million | \n\n Less than 6 months | \n\n 6 - 12 months | \n\n Between 1 and 2 years | \n\n Between 2 and 5 years | \n\n Over 5 years | \n\n Total contractual cash flows | \n\n Carrying amount | \n
|---|---|---|---|---|---|---|---|
| \n Interest-bearing borrowings | \n\n 68.5 | \n\n 79.4 | \n\n 153.6 | \n\n 422.7 | \n\n 597.0 | \n\n 1,321.3 | \n\n 1,011.7 | \n
| \n Lease liabilities | \n\n 8.1 | \n\n 8.2 | \n\n 15.4 | \n\n 23.6 | \n\n - | \n\n 55.3 | \n\n 49.0 | \n
| \n Trade payables | \n\n 27.6 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 27.6 | \n\n 27.6 | \n
| \n Other current payables | \n\n 40.2 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 40.2 | \n\n 40.2 | \n
| \n USD million | \n\n Less than 6 months | \n\n 6 - 12 months | \n\n Between 1 and 2 years | \n\n Between 2 and 5 years | \n\n Over 5 years | \n\n Total contractual cash flows | \n\n Carrying amount | \n
|---|---|---|---|---|---|---|---|
| \n Interest-bearing borrowings | \n\n 77.5 | \n\n 61.3 | \n\n 122.7 | \n\n 515.5 | \n\n - | \n\n 777.0 | \n\n 622.3 | \n
| \n Lease liabilities | \n\n 8.0 | \n\n 7.9 | \n\n 11.8 | \n\n 18.0 | \n\n 4.3 | \n\n 50.1 | \n\n 43.4 | \n
| \n Trade payables | \n\n 35.5 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 35.5 | \n\n 35.5 | \n
| \n Other current payables | \n\n 32.8 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 32.8 | \n\n 32.8 | \n
Note 22Market risk
Market risk is the risk of a change in market prices and demand, as well as changes in currency exchange rates and interest levels.
The re-contracting risk for the Group's wholly owned mobile offshore drilling units is minimal in 2025, as all units in the fleet have firm contracts extending at least until end 2026.
The Deepsea Atlantic\u00a0operated\u00a0for\u00a0Equinor\u00a0in the North Sea during 2025\u00a0and will continue to work for Equinor until the end of Q2 2027. Deepsea Atlantic started the Rosebank contract in 2025 but continued to work on the Norwegian Continental shelf. The rig will transit to the UK during Q1 2026. The current drilling contract consists of a USD element, a GBP element, and a NOK element, where the GBP and NOK elements combined covers the operating costs per day, which mainly is in NOK. The\u00a0Group has been hedging the GBP residual exposure in 2025 and will continue to do so in 2026.\u00a0
The Deepsea Stavanger worked\u00a0under the frame agreement\u00a0for\u00a0Equinor\u00a0until April 3. During\u00a0April\u00a0the rig completed the\u00a010\u2011year\u00a0SPS, and on April 27th\u00a0commenced\u00a0a\u00a0five-year\u00a0contract with Aker BP.\u00a0The Deepsea Stavanger has firm contract commitments with Aker BP until Q2 2030. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.
The Deepsea Aberdeen worked\u00a0under\u00a0the\u00a0Equinor\u00a0contract\u00a0for\u00a0the entire 2025. From\u00a0May\u00a021st\u00a0to\u00a0June\u00a015th\u00a0the rig underwent the\u00a010-year\u00a0SPS. In December\u00a02025\u00a0Equinor\u00a0extended the contract with\u00a0Deepsea Aberdeen\u00a0on the NCS, for use of the unit to drill an unspecified scope\u00a0in an interim period before moving to the Fram\u00a0S\u00f8r\u00a0project. The work will begin in Q4 2026, in direct continuation\u00a0of Deepsea Aberdeen\u2019s current contract with Equinor and is estimated to continue to Q1 2029. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.\u00a0
The Deepsea Nordkapp worked under the\u00a0Alliance agreement with Aker BP the entire year, an agreement which\u00a0commenced\u00a0on 10 May 2019.\u00a0The current firm contract runs\u00a0up to the end of 2027. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.\u00a0
The Deepsea\u00a0Bergen (renamed from the Deepsea Bollsta), the new addition to the ODL fleet, is currently on firm contract with Equinor ASA until Q1 2028, in addition to having\u00a05 x 1-year options. Deep Sea Bergen Ltd, an ODL company, completed the acquisition of\u00a0Deepsea\u00a0Bergen\u00a0from Northern Ocean Ltd\u00a0on December 15th 2025. The day rate consists of a USD element and a NOK element, where the NOK element typically covers the NOK operating costs per day.
Following an assessment of climate risks and opportunities, both physical and transitional risks in the short, medium and long-term, were prioritised. The most significant transition risks, along with mitigating actions were:
\u2022Changes in fossil energy demand due to policies and consumer behaviour changes, leading to reduced demand for our assets and reduced revenue. This will be factored in to any asset growth decisions and alternative use of assets will be considered.
\u2022Cost of and access to capital may go up as banks move to low carbon portfolios, leading to increased interest costs. Consider debt structure and ensure carbon reducing initiatives understood by capital markets.
\u2022Cost increase from carbon pricing regimes, regulatory emission standards and potential rig retrofitting requirements. The Group works proactively to reduce its climate footprint in line with its transition plans and integrates regulatory developments into long-term planning.
The most significant physical risk identified, along with mitigating actions is:
\u2022Impact of extreme weather offshore on crew and equipment logistics could increase costs and result in downtime. Critical spares analysis and robust planning required as well as protection in commercial contracts.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Current assets | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n 0.1 | \n\n - | \n
| \n Total current derivative financial instruments asset | \n\n 0.1 | \n\n - | \n
| \n Non-current assets | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n - | \n\n 0.2 | \n
| \n Total non-current derivative financial instruments asset | \n\n - | \n\n 0.2 | \n
| \n Current liabilities | \n\n \n | \n\n \n | \n
| \n Foreign exchange contracts - cash flow hedges under hedge accounting | \n\n (1.3) | \n\n (4.1) | \n
| \n Total current derivative financial instruments liabilities | \n\n (1.3) | \n\n (4.1) | \n
| \n Non-current liabilities | \n\n \n | \n\n \n | \n
| \n Interest rate swaps - cash flow hedges under hedge accounting | \n\n (0.6) | \n\n (0.2) | \n
| \n Other Interest rate instruments - cash flow hedges under hedge accounting | \n\n (0.1) | \n\n (0.0) | \n
| \n Total non-current derivative financial instruments liabilities | \n\n (0.7) | \n\n (0.2) | \n
The Group's hedging reserves disclosed in Note 25 - Other reserves related to the following instruments.
| \n USD million | \n\n Currency forwards | \n\n Interest rate swaps | \n\n Total hedge reserves | \n
|---|---|---|---|
| \n Opening balance 1 January 2024 | \n\n 1.5 | \n\n (1.3) | \n\n 0.1 | \n
| \n Change in fair value of hedging instruments recognised in Other Comprehensive Income (OCI) | \n\n (6.1) | \n\n 2.0 | \n\n (4.1) | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.5 | \n\n (0.7) | \n\n (0.2) | \n
| \n Closing balance 31 December 2024 | \n\n (4.1) | \n\n (0.0) | \n\n (4.1) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n 2.8 | \n\n (0.4) | \n\n 2.4 | \n
| \n Reclassified from OCI to profit or loss | \n\n 0.2 | \n\n (0.3) | \n\n (0.2) | \n
| \n Closing balance 31 December 2025 | \n\n (1.2) | \n\n (0.7) | \n\n (1.9) | \n
In addition to the amounts disclosed in the reconciliation of the hedging reserves above, the following amounts were recognised in profit or loss in relation to derivatives:
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Foreign exchange contracts - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n 0.0 | \n
| \n Warrant liability - at fair value through profit or loss | \n\n \n | \n\n \n | \n
| \n Change in fair value | \n\n - | \n\n (11.8) | \n
The consolidated material subsidiaries' reporting and functional currencies are USD and NOK.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD and NOK. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity\u2019s functional currency. The Group is exposed to risks due to fluctuations in exchange rates, especially as charter contracts are mainly priced in USD, while most of the operating expenses are in local currency. The Group seeks to minimise these risks through currency hedging via financial instruments or by off-setting local currency elements in charter contracts.
Quoted mark-to-market values from financial institutions have been used to determine the fair value of the foreign exchange contracts at the end of the year. The foreign exchange contracts are only used for economic hedging purposes and not as speculative investments.
| \n USD million | \n\n NOK | \n\n GBP | \n\n USD | \n
|---|---|---|---|
| \n Cash and cash equivalents | \n\n (10.8) | \n\n 2.2 | \n\n 20.7 | \n
| \n Trade receivables | \n\n (0.7) | \n\n 5.7 | \n\n 54.3 | \n
| \n Contract assets | \n\n - | \n\n - | \n\n 2.0 | \n
| \n Lease liabilities | \n\n (18.2) | \n\n - | \n\n (7.5) | \n
| \n Trade payables | \n\n (1.5) | \n\n (1.5) | \n\n (2.2) | \n
| \n Other current payables | \n\n (0.1) | \n\n (1.2) | \n\n (1.0) | \n
| \n Foreign currency contracts | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n 45.8 | \n\n - | \n\n 17.2 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n 2.2 | \n\n 62.1 | \n\n - | \n
| \n USD million | \n\n NOK | \n\n GBP | \n\n USD | \n
|---|---|---|---|
| \n Cash and cash equivalents | \n\n (0.1) | \n\n 0.6 | \n\n 28.3 | \n
| \n Trade receivables | \n\n 1.5 | \n\n 0.0 | \n\n 48.8 | \n
| \n Contract assets | \n\n - | \n\n - | \n\n 2.0 | \n
| \n Lease liabilities | \n\n (16.4) | \n\n - | \n\n (3.8) | \n
| \n Trade payables | \n\n (4.2) | \n\n (0.4) | \n\n (2.5) | \n
| \n Other current payables | \n\n (0.2) | \n\n (0.2) | \n\n (0.9) | \n
| \n Foreign currency contracts | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n 80.7 | \n\n - | \n\n - | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n 42.2 | \n\n 43.0 | \n\n - | \n
| \n Foreign currency contracts | \n\n Currency | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n|
|---|---|---|---|---|---|---|---|
| \n 31.12.2025 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 154.9 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n (0.9) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 12.0 | \n\n 15.01.2026-15.01.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.28091 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 144.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.5 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 10.3 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.39465 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 9.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 7.8 | \n\n 15.05.2026-15.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.26114 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 69.9 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.2 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.1 | \n\n 17.09.2026-17.12.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35925 | \n\n (0.1) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 21.0 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.49979 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 22.1 | \n\n 22.01.2026 - 22.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.05000 | \n\n (0.0) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 70.8 | \n\n 15.01.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.07910 | \n\n 0.0 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.2 | \n\n 15.01.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.35082 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n USD | \n\n 7.3 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n \n | \n\n 1.00000 | \n\n (0.4) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 5.8 | \n\n 15.01.2026 - 18.05.2027 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.27533 | \n\n * | \n
| \n 31.12.2024 | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 257.5 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (2.5) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 20.0 | \n\n 16.06.2025-17.08.2026 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.13415 | \n\n * | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 80.3 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.70000 | \n\n (0.3) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 82.5 | \n\n 20.01.2025-20.05.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.00000 | \n\n 0.0 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 210.9 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.54500 | \n\n 0.1 | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 220.7 | \n\n 22.01.2025-29.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.03725 | \n\n (0.9) | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 165.4 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 10.50000 | \n\n (0.7) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 175.7 | \n\n 20.01.2025 - 20.04.2026 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.15794 | \n\n 0.1 | \n
| \n Buy foreign currency (cash flow hedges under hedge accounting) | \n\n NOK | \n\n 202.0 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n USD/NOK | \n\n 11.35340 | \n\n (0.1) | \n
| \n Sell foreign currency (cash flow hedges under hedge accounting) | \n\n GBP | \n\n 14.3 | \n\n 16.06.2025 - 23.12.2025 | \n\n 1:1 | \n\n GBP/USD | \n\n 1.24409 | \n\n * | \n
| \n\n | \n
As shown in the table above, the Group is primarily exposed to changes in USD/NOK exchange rates.
| \n Sensitivity to changes in USD/NOK exchange rates | \n\n USD is strengthened by 20 % against NOK | \n\n USD is strengthened by 10 % against NOK | \n\n USD is weakened by 10 % against NOK | \n\n USD is weakened by 20 % against NOK | \n||||
|---|---|---|---|---|---|---|---|---|
| \n USD million | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n\n 2025 | \n\n 2024 | \n
| \n Cash and cash equivalents | \n\n 5.2 | \n\n 4.7 | \n\n 2.9 | \n\n 2.6 | \n\n (3.5) | \n\n (3.2) | \n\n (7.9) | \n\n (7.1) | \n
| \n Current receivables | \n\n 11.0 | \n\n 9.5 | \n\n 5.5 | \n\n 4.7 | \n\n (5.5) | \n\n (4.7) | \n\n (11.0) | \n\n (9.4) | \n
| \n Current liabilities | \n\n 1.5 | \n\n 2.3 | \n\n 0.8 | \n\n 1.2 | \n\n (1.0) | \n\n (1.5) | \n\n (2.3) | \n\n (3.4) | \n
| \n Net effect on profit before tax | \n\n 17.8 | \n\n 16.5 | \n\n 9.2 | \n\n 8.6 | \n\n (10.0) | \n\n (9.4) | \n\n (21.2) | \n\n (19.9) | \n
The aggregate net foreign exchange gains/losses recognised in profit or loss were:
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Net currency gain / (loss) included in finance costs | \n\n (5.7) | \n\n 1.6 | \n
The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations at floating interest rates. The Group evaluates the share of interest rate hedging based on assessment of the Group\u2019s total interest rate risk and currently has a combination of fixed and floating interest rates in order to limit exposure. The Board of Directors is on regular basis considering the interest payment hedging of the external financing and mandate administration to execute necessary changes.
The Group had interest rate swap agreements as well as interest Floor and Caps instruments at 31 December 2025. Quoted\u00a0mark-to-market values from financial institutions have been used to determine the fair value of the swap agreements at the end of the year. Some of the instruments used during 2025 and 2024 were documented as cash flow hedges and other as financial investments, and changes in fair value were recognised in other comprehensive income (cash flow hedging) and others recognised through profit and loss statement (financial investments not defined as cash flow hedges).
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged floating rate loans.
The swap contracts require settlement of net interest receivable or payable. The settlement dates coincide with the dates on which interest is payable on the underlying debt.
Average interest rate as of 31 December 2025 was 7.1%, including the effect of interest rate hedging.
Estimated fair value calculations from external financial institutions have been used to determine the fair value of the swap agreement at the end of the year.
The Group monitors its interest rate exposure on a dynamic basis. The Group calculates the impact on profit and loss of a defined interest rate shift.
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n 4.1620% | \n\n (0.6) | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 42.9 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.1) | \n
| \n\n | \n
| \n \n | \n\n Notional amount | \n\n Maturity date | \n\n Hedge ratio | \n\n Weighted average hedged rate | \n\n Carrying amount | \n
|---|---|---|---|---|---|
| \n Interest rate swaps - Cash flow hedges under hedge accounting | \n\n 126.4 | \n\n 2028 | \n\n 1:1 | \n\n 3.9799% | \n\n 0.0 | \n
| \n Synthetic instruments - Cash flow hedges under hedge accounting | \n\n 51.4 | \n\n 2028 | \n\n 1:1 | \n\n * | \n\n (0.0) | \n
| \n\n | \n
Caps and Floors are financial instruments used to manage interest rate risk. A cap is a type of interest rate derivative that sets a maximum limit, or cap, on the interest rate that can be paid. The Group have entered into two cap contracts to protect the Group against interest rate increases beyond 5.5%. A floor is the opposite of a cap. It sets a minimum limit, or floor, on the interest rate that can be paid. The Group has entered into two floors instruments with an interest rate of 2.88% and 3.0125% respectively.
| \n USD million | \n\n 31.12.2025 | \n\n % of total loans | \n\n 31.12.2024 | \n\n % of total loans | \n
|---|---|---|---|---|
| \n Variable rate borrowings | \n\n 327.1 | \n\n 32% | \n\n 166.8 | \n\n 27% | \n
| \n Fixed rate borrowings - repricing or maturity dates: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Less than 1 year | \n\n - | \n\n 0% | \n\n - | \n\n 0% | \n
| \n 1-5 years | \n\n 692.9 | \n\n 68% | \n\n 456.4 | \n\n 73% | \n
| \n Later than 5 years | \n\n - | \n\n 0% | \n\n - | \n\n 0% | \n
| \n Total contractual amounts | \n\n 1,020.0 | \n\n 100% | \n\n 623.3 | \n\n 100% | \n
The table above do not include the Caps and Floors financial instruments. Including these instruments, the fixed-rate portion of the Group's interest-bearing debt is approximately 72% as at 31 December 2025.
The result of the calculation on sensitivities returns the following expected values (including interest rate swaps and options entered into as at 31 December 2025):
\u2022If interest rate is increased by 1.0 %, the effect would be an increase in financing costs of approximately USD 3.2 million for the next 12 months as at 31 December 2025.
The Company had previously issued warrants for up to 6,837,492 common shares. The warrant holder exercised the warrants in May 2024. The warrants were measured at a fair value of USD 16 million at the exercise date, and a change in fair value of USD 11.8 million was recognised as part of Other financial items in the profit or loss in 2024. On 31 May 2024 the warrant liability was converted to equity, and 3,023,886 new ordinary shares were issued to Akastor AS under the warrant agreement.
There are no further warrants outstanding at 31 December 2024, nor at 31 December 2025.
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.
Derivatives are recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured on a continuous basis at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of highly probable forecast transactions (cash-flow hedges). At the date of the hedging transaction, the Group's documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
\u2022There is \u2018an economic relationship\u2019 between the hedged item and the hedging instrument
\u2022The effect of credit risk does not \u2018dominate the value changes\u2019 that result from that economic relationship
\u2022The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
\u2022The effective portion of the gain or loss on the cash flow hedging instrument is recognised in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument, and the cumulative change in fair value of the hedged item
\u2022Amounts recognised directly in other comprehensive income are reclassified as income or expense in the income statement in the period when the hedged liability or planned transaction will affect the income statement
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any\u00a0cumulative gain or loss existing in equity at that time remains in equity, and is reclassified when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within financial income/expenses.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria,\u00a0or the Group has elected not to apply hedge accounting,\u00a0they are classified as \u2018held\u00a0for\u00a0trading\u2019 for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period, or they are expected to be settled in the normal operating cycle.
Note 23Credit risk
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and Fair Value Through Other Comprehensive Income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group operates in two segments: Own Fleet and External Fleet. The market for the Group\u2019s services is the offshore oil and gas industry, and the clients consist primarily of major integrated oil companies, independent oil and gas producers, and government owned oil companies. The Group performs ongoing credit evaluations of the clients and generally does not request material collateral.
With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, marketable securities, other receivables and certain derivatives instruments receivable amount, the Group\u2019s exposure to credit risk arises from default of the counter-party, with a maximum exposure equal to the carrying amount of these instruments. However, the Group believes this risk is limited as the counter-parties mainly have a high credit quality.
The maximum exposure regarding trade receivables is the carrying amount of USD 124\u00a0million.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The\u00a0contract assets relate to non-billed work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The\u00a0Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31\u00a0December\u00a02025 or 31 December 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the clients to settle the receivables
The Group has not recognised any impairment losses in 2025 or 2024, and the expected loss rate is set to 0.
No provision for impairment losses is recognised as at 31\u00a0December\u00a02025.
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n
| \n Not due | \n\n 0.0% | \n\n 122.3 | \n\n - | \n\n 122.3 | \n
| \n 0 to 3 months | \n\n 0.0% | \n\n 1.4 | \n\n - | \n\n 1.4 | \n
| \n 3 to 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Over 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n \n | \n\n 123.7 | \n\n - | \n\n 123.7 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2025 | \n\n 31.12.2025 | \n\n 31.12.2025 | \n
| \n Not due | \n\n 0.0% | \n\n 8.4 | \n\n - | \n\n 8.4 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Not due | \n\n 0.0% | \n\n 104.3 | \n\n - | \n\n 104.3 | \n
| \n 0 to 3 months | \n\n 0.0% | \n\n 2.6 | \n\n - | \n\n 2.6 | \n
| \n 3 to 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Over 6 months | \n\n 0.0% | \n\n - | \n\n - | \n\n - | \n
| \n Total | \n\n \n | \n\n 106.9 | \n\n - | \n\n 106.9 | \n
| \n \n | \n\n Expected loss rate | \n\n Gross amount | \n\n Loss allowance | \n\n Net amount | \n
|---|---|---|---|---|
| \n USD million | \n\n \n | \n\n 31.12.2024 | \n\n 31.12.2024 | \n\n 31.12.2024 | \n
| \n Not due | \n\n 0.0% | \n\n 7.5 | \n\n - | \n\n 7.5 | \n
Note 24Share capital and shareholder information
| \n \n | \n\n No.of shares | \n\n Nominal value | \n\n Share capital | \n
|---|---|---|---|
| \n \n | \n\n \n | \n\n \n | \n\n USD thousands | \n
| \n Common shares issued as at 1 January 2025 | \n\n 239,807,088 | \n\n USD 0.01 | \n\n 2,398 | \n
| \n Listed common shares issued as at 31 December 2025 | \n\n 239,807,088 | \n\n \n | \n\n 2,398 | \n
| \n Total share capital | \n\n \n | \n\n \n | \n\n 2,398 | \n
| \n Authorised, not issued shares | \n\n 60,192,912 | \n\n \n | \n\n \n | \n
All issued shares are fully paid.
The Group has not acquired any of its own common shares in 2025, and no common shares are held by entities in the\u00a0Group.
The Company has only one class of ordinary shares. Each common share in the Company carries one vote, and all common shares carry equal rights, including the right to participate in General Meetings. All shareholders are treated on an equal\u00a0basis.
The Company\u2019s common shares are freely transferable in Norway, provided\u00a0however, that the Bye-laws\u00a0include a right for the Board to decline to register a transfer of any share in the register of members, (or if\u00a0required, refuse to direct any registrar appointed by the Company to transfer any interest in a share) where such transfer would result in 50% or more of the Company's shares or votes being held, controlled or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway (or, alternatively, such shares or votes being effectively connected to a Norwegian business activity).
Following an exercise of warrants, 3,023,886 ordinary shares were issued to Akastor AS 31 May 2024. The shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The fair value of the warrant liability at the exercise date in 2024 of USD 16 million was converted to equity and classified as other paid in capital. No\u00a0further warrants outstanding as per 31 December 2024 and 31 December 2025.
| \n Largest common shareholders at 31 December 2025 | \n\n Account type | \n\n Holding | \n\n % of shares | \n
|---|---|---|---|
| \n Odfjell Partners Holding Ltd. | \n\n Ordinary | \n\n 119,552,381 | \n\n 49.85% | \n
| \n BofA Securities, Inc. | \n\n Nominee | \n\n 7,528,807 | \n\n 3.14% | \n
| \n Goldman Sachs International | \n\n Nominee | \n\n 4,999,372 | \n\n 2.08% | \n
| \n VERDIPAPIRFONDET STOREBRAND NORGE | \n\n Ordinary | \n\n 3,507,798 | \n\n 1.46% | \n
| \n VERDIPAPIRFONDET ALFRED BERG GAMBAK | \n\n Ordinary | \n\n 3,362,173 | \n\n 1.40% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 2,694,583 | \n\n 1.12% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 2,426,014 | \n\n 1.01% | \n
| \n Citibank, N.A. | \n\n Nominee | \n\n 1,919,859 | \n\n 0.80% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 1,767,042 | \n\n 0.74% | \n
| \n NORDNET LIVSFORSIKRING AS | \n\n Ordinary | \n\n 1,764,771 | \n\n 0.74% | \n
| \n VERDIPAPIRFONDET DNB NORGE | \n\n Ordinary | \n\n 1,748,959 | \n\n 0.73% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,708,402 | \n\n 0.71% | \n
| \n SKANDINAVISKA ENSKILDA BANKEN AB | \n\n Ordinary | \n\n 1,676,011 | \n\n 0.70% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,660,407 | \n\n 0.69% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,624,190 | \n\n 0.68% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,577,000 | \n\n 0.66% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,471,739 | \n\n 0.61% | \n
| \n BNP Paribas | \n\n Nominee | \n\n 1,304,031 | \n\n 0.54% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,300,000 | \n\n 0.54% | \n
| \n FOLKETRYGDFONDET | \n\n Ordinary | \n\n 1,295,738 | \n\n 0.54% | \n
| \n Total 20 largest common shareholders | \n\n \n | \n\n 164,889,277 | \n\n 68.76% | \n
| \n Other common shareholders | \n\n \n | \n\n 74,917,811 | \n\n 31.24% | \n
| \n Total common shareholders | \n\n \n | \n\n 239,807,088 | \n\n 100.00% | \n
12 February 2025, the Board of Directors approved a dividend distribution of USD 0.125 per share, equal to USD 30 million. 15 May 2025, a dividend distribution of USD 0.16 per share, equal to USD 38 million was approved. 18 August 2025, a\u00a0dividend distribution of USD 0.18 per share, equal to USD 43 million was approved, and in November a dividend distribution of USD 0.20 per share, equal to USD 48 million was approved.
Accumulated dividend distribution in 2025 amounts to USD 0.665 per share, equal to USD 159 million.
Note 25Other reserves
| \n USD million | \n\n Note | \n\n Cash flow hedges | \n\n Translation differences | \n\n Share-Option plan | \n\n Acquisition non-controlling interests | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n At 1 January 2024 | \n\n \n | \n\n 0.1 | \n\n (57.0) | \n\n 2.2 | \n\n (34.5) | \n\n (89.2) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n\n | \n\n (4.1) | \n\n - | \n\n - | \n\n - | \n\n (4.1) | \n
| \n Reclassified from OCI to profit or loss | \n\n\n | \n\n (0.2) | \n\n - | \n\n - | \n\n - | \n\n (0.2) | \n
| \n Deferred taxes cashflow hedges | \n\n \n | \n\n 0.2 | \n\n \n | \n\n \n | \n\n \n | \n\n 0.2 | \n
| \n Currency translation difference | \n\n \n | \n\n - | \n\n (10.4) | \n\n - | \n\n - | \n\n (10.4) | \n
| \n Exercised share-based options | \n\n\n | \n\n \n | \n\n - | \n\n (0.4) | \n\n - | \n\n (0.4) | \n
| \n Cost of share-based option plan | \n\n\n | \n\n - | \n\n - | \n\n 0.4 | \n\n - | \n\n 0.4 | \n
| \n At 31 December 2024 | \n\n \n | \n\n (3.9) | \n\n (67.4) | \n\n 2.2 | \n\n (34.5) | \n\n (103.6) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n\n | \n\n 2.4 | \n\n - | \n\n - | \n\n - | \n\n 2.4 | \n
| \n Reclassified from OCI to profit or loss | \n\n\n | \n\n (0.2) | \n\n - | \n\n - | \n\n - | \n\n (0.2) | \n
| \n Deferred taxes cashflow hedges | \n\n \n | \n\n 0.1 | \n\n \n | \n\n \n | \n\n \n | \n\n 0.1 | \n
| \n Currency translation difference | \n\n \n | \n\n - | \n\n 11.6 | \n\n - | \n\n - | \n\n 11.6 | \n
| \n Exercised share-based options | \n\n\n | \n\n \n | \n\n - | \n\n (2.6) | \n\n - | \n\n (2.6) | \n
| \n Cost of share-based option plan | \n\n\n | \n\n - | \n\n - | \n\n 0.6 | \n\n - | \n\n 0.6 | \n
| \n At 31 December 2025 | \n\n \n | \n\n (1.6) | \n\n (55.8) | \n\n 0.2 | \n\n (34.5) | \n\n (91.8) | \n
Note 24Share capital and shareholder information
| \n \n | \n\n No.of shares | \n\n Nominal value | \n\n Share capital | \n
|---|---|---|---|
| \n \n | \n\n \n | \n\n \n | \n\n USD thousands | \n
| \n Common shares issued as at 1 January 2025 | \n\n 239,807,088 | \n\n USD 0.01 | \n\n 2,398 | \n
| \n Listed common shares issued as at 31 December 2025 | \n\n 239,807,088 | \n\n \n | \n\n 2,398 | \n
| \n Total share capital | \n\n \n | \n\n \n | \n\n 2,398 | \n
| \n Authorised, not issued shares | \n\n 60,192,912 | \n\n \n | \n\n \n | \n
All issued shares are fully paid.
The Group has not acquired any of its own common shares in 2025, and no common shares are held by entities in the\u00a0Group.
The Company has only one class of ordinary shares. Each common share in the Company carries one vote, and all common shares carry equal rights, including the right to participate in General Meetings. All shareholders are treated on an equal\u00a0basis.
The Company\u2019s common shares are freely transferable in Norway, provided\u00a0however, that the Bye-laws\u00a0include a right for the Board to decline to register a transfer of any share in the register of members, (or if\u00a0required, refuse to direct any registrar appointed by the Company to transfer any interest in a share) where such transfer would result in 50% or more of the Company's shares or votes being held, controlled or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway (or, alternatively, such shares or votes being effectively connected to a Norwegian business activity).
Following an exercise of warrants, 3,023,886 ordinary shares were issued to Akastor AS 31 May 2024. The shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The fair value of the warrant liability at the exercise date in 2024 of USD 16 million was converted to equity and classified as other paid in capital. No\u00a0further warrants outstanding as per 31 December 2024 and 31 December 2025.
| \n Largest common shareholders at 31 December 2025 | \n\n Account type | \n\n Holding | \n\n % of shares | \n
|---|---|---|---|
| \n Odfjell Partners Holding Ltd. | \n\n Ordinary | \n\n 119,552,381 | \n\n 49.85% | \n
| \n BofA Securities, Inc. | \n\n Nominee | \n\n 7,528,807 | \n\n 3.14% | \n
| \n Goldman Sachs International | \n\n Nominee | \n\n 4,999,372 | \n\n 2.08% | \n
| \n VERDIPAPIRFONDET STOREBRAND NORGE | \n\n Ordinary | \n\n 3,507,798 | \n\n 1.46% | \n
| \n VERDIPAPIRFONDET ALFRED BERG GAMBAK | \n\n Ordinary | \n\n 3,362,173 | \n\n 1.40% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 2,694,583 | \n\n 1.12% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 2,426,014 | \n\n 1.01% | \n
| \n Citibank, N.A. | \n\n Nominee | \n\n 1,919,859 | \n\n 0.80% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 1,767,042 | \n\n 0.74% | \n
| \n NORDNET LIVSFORSIKRING AS | \n\n Ordinary | \n\n 1,764,771 | \n\n 0.74% | \n
| \n VERDIPAPIRFONDET DNB NORGE | \n\n Ordinary | \n\n 1,748,959 | \n\n 0.73% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,708,402 | \n\n 0.71% | \n
| \n SKANDINAVISKA ENSKILDA BANKEN AB | \n\n Ordinary | \n\n 1,676,011 | \n\n 0.70% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,660,407 | \n\n 0.69% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,624,190 | \n\n 0.68% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,577,000 | \n\n 0.66% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,471,739 | \n\n 0.61% | \n
| \n BNP Paribas | \n\n Nominee | \n\n 1,304,031 | \n\n 0.54% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,300,000 | \n\n 0.54% | \n
| \n FOLKETRYGDFONDET | \n\n Ordinary | \n\n 1,295,738 | \n\n 0.54% | \n
| \n Total 20 largest common shareholders | \n\n \n | \n\n 164,889,277 | \n\n 68.76% | \n
| \n Other common shareholders | \n\n \n | \n\n 74,917,811 | \n\n 31.24% | \n
| \n Total common shareholders | \n\n \n | \n\n 239,807,088 | \n\n 100.00% | \n
12 February 2025, the Board of Directors approved a dividend distribution of USD 0.125 per share, equal to USD 30 million. 15 May 2025, a dividend distribution of USD 0.16 per share, equal to USD 38 million was approved. 18 August 2025, a\u00a0dividend distribution of USD 0.18 per share, equal to USD 43 million was approved, and in November a dividend distribution of USD 0.20 per share, equal to USD 48 million was approved.
Accumulated dividend distribution in 2025 amounts to USD 0.665 per share, equal to USD 159 million.
Note 24Share capital and shareholder information
| \n \n | \n\n No.of shares | \n\n Nominal value | \n\n Share capital | \n
|---|---|---|---|
| \n \n | \n\n \n | \n\n \n | \n\n USD thousands | \n
| \n Common shares issued as at 1 January 2025 | \n\n 239,807,088 | \n\n USD 0.01 | \n\n 2,398 | \n
| \n Listed common shares issued as at 31 December 2025 | \n\n 239,807,088 | \n\n \n | \n\n 2,398 | \n
| \n Total share capital | \n\n \n | \n\n \n | \n\n 2,398 | \n
| \n Authorised, not issued shares | \n\n 60,192,912 | \n\n \n | \n\n \n | \n
All issued shares are fully paid.
The Group has not acquired any of its own common shares in 2025, and no common shares are held by entities in the\u00a0Group.
The Company has only one class of ordinary shares. Each common share in the Company carries one vote, and all common shares carry equal rights, including the right to participate in General Meetings. All shareholders are treated on an equal\u00a0basis.
The Company\u2019s common shares are freely transferable in Norway, provided\u00a0however, that the Bye-laws\u00a0include a right for the Board to decline to register a transfer of any share in the register of members, (or if\u00a0required, refuse to direct any registrar appointed by the Company to transfer any interest in a share) where such transfer would result in 50% or more of the Company's shares or votes being held, controlled or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway (or, alternatively, such shares or votes being effectively connected to a Norwegian business activity).
Following an exercise of warrants, 3,023,886 ordinary shares were issued to Akastor AS 31 May 2024. The shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The fair value of the warrant liability at the exercise date in 2024 of USD 16 million was converted to equity and classified as other paid in capital. No\u00a0further warrants outstanding as per 31 December 2024 and 31 December 2025.
| \n Largest common shareholders at 31 December 2025 | \n\n Account type | \n\n Holding | \n\n % of shares | \n
|---|---|---|---|
| \n Odfjell Partners Holding Ltd. | \n\n Ordinary | \n\n 119,552,381 | \n\n 49.85% | \n
| \n BofA Securities, Inc. | \n\n Nominee | \n\n 7,528,807 | \n\n 3.14% | \n
| \n Goldman Sachs International | \n\n Nominee | \n\n 4,999,372 | \n\n 2.08% | \n
| \n VERDIPAPIRFONDET STOREBRAND NORGE | \n\n Ordinary | \n\n 3,507,798 | \n\n 1.46% | \n
| \n VERDIPAPIRFONDET ALFRED BERG GAMBAK | \n\n Ordinary | \n\n 3,362,173 | \n\n 1.40% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 2,694,583 | \n\n 1.12% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 2,426,014 | \n\n 1.01% | \n
| \n Citibank, N.A. | \n\n Nominee | \n\n 1,919,859 | \n\n 0.80% | \n
| \n State Street Bank and Trust Comp | \n\n Nominee | \n\n 1,767,042 | \n\n 0.74% | \n
| \n NORDNET LIVSFORSIKRING AS | \n\n Ordinary | \n\n 1,764,771 | \n\n 0.74% | \n
| \n VERDIPAPIRFONDET DNB NORGE | \n\n Ordinary | \n\n 1,748,959 | \n\n 0.73% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,708,402 | \n\n 0.71% | \n
| \n SKANDINAVISKA ENSKILDA BANKEN AB | \n\n Ordinary | \n\n 1,676,011 | \n\n 0.70% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,660,407 | \n\n 0.69% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,624,190 | \n\n 0.68% | \n
| \n J.P. Morgan SE | \n\n Nominee | \n\n 1,577,000 | \n\n 0.66% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,471,739 | \n\n 0.61% | \n
| \n BNP Paribas | \n\n Nominee | \n\n 1,304,031 | \n\n 0.54% | \n
| \n The Bank of New York Mellon SA/NV | \n\n Nominee | \n\n 1,300,000 | \n\n 0.54% | \n
| \n FOLKETRYGDFONDET | \n\n Ordinary | \n\n 1,295,738 | \n\n 0.54% | \n
| \n Total 20 largest common shareholders | \n\n \n | \n\n 164,889,277 | \n\n 68.76% | \n
| \n Other common shareholders | \n\n \n | \n\n 74,917,811 | \n\n 31.24% | \n
| \n Total common shareholders | \n\n \n | \n\n 239,807,088 | \n\n 100.00% | \n
12 February 2025, the Board of Directors approved a dividend distribution of USD 0.125 per share, equal to USD 30 million. 15 May 2025, a dividend distribution of USD 0.16 per share, equal to USD 38 million was approved. 18 August 2025, a\u00a0dividend distribution of USD 0.18 per share, equal to USD 43 million was approved, and in November a dividend distribution of USD 0.20 per share, equal to USD 48 million was approved.
Accumulated dividend distribution in 2025 amounts to USD 0.665 per share, equal to USD 159 million.
12 February 2025, the Board of Directors approved a dividend distribution of USD 0.125 per share, equal to USD 30 million. 15 May 2025, a dividend distribution of USD 0.16 per share, equal to USD 38 million was approved. 18 August 2025, a\u00a0dividend distribution of USD 0.18 per share, equal to USD 43 million was approved, and in November a dividend distribution of USD 0.20 per share, equal to USD 48 million was approved.
Accumulated dividend distribution in 2025 amounts to USD 0.665 per share, equal to USD 159 million.
Note 25Other reserves
| \n USD million | \n\n Note | \n\n Cash flow hedges | \n\n Translation differences | \n\n Share-Option plan | \n\n Acquisition non-controlling interests | \n\n Total | \n
|---|---|---|---|---|---|---|
| \n At 1 January 2024 | \n\n \n | \n\n 0.1 | \n\n (57.0) | \n\n 2.2 | \n\n (34.5) | \n\n (89.2) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n\n | \n\n (4.1) | \n\n - | \n\n - | \n\n - | \n\n (4.1) | \n
| \n Reclassified from OCI to profit or loss | \n\n\n | \n\n (0.2) | \n\n - | \n\n - | \n\n - | \n\n (0.2) | \n
| \n Deferred taxes cashflow hedges | \n\n \n | \n\n 0.2 | \n\n \n | \n\n \n | \n\n \n | \n\n 0.2 | \n
| \n Currency translation difference | \n\n \n | \n\n - | \n\n (10.4) | \n\n - | \n\n - | \n\n (10.4) | \n
| \n Exercised share-based options | \n\n\n | \n\n \n | \n\n - | \n\n (0.4) | \n\n - | \n\n (0.4) | \n
| \n Cost of share-based option plan | \n\n\n | \n\n - | \n\n - | \n\n 0.4 | \n\n - | \n\n 0.4 | \n
| \n At 31 December 2024 | \n\n \n | \n\n (3.9) | \n\n (67.4) | \n\n 2.2 | \n\n (34.5) | \n\n (103.6) | \n
| \n Change in fair value of hedging instruments recognised in OCI | \n\n\n | \n\n 2.4 | \n\n - | \n\n - | \n\n - | \n\n 2.4 | \n
| \n Reclassified from OCI to profit or loss | \n\n\n | \n\n (0.2) | \n\n - | \n\n - | \n\n - | \n\n (0.2) | \n
| \n Deferred taxes cashflow hedges | \n\n \n | \n\n 0.1 | \n\n \n | \n\n \n | \n\n \n | \n\n 0.1 | \n
| \n Currency translation difference | \n\n \n | \n\n - | \n\n 11.6 | \n\n - | \n\n - | \n\n 11.6 | \n
| \n Exercised share-based options | \n\n\n | \n\n \n | \n\n - | \n\n (2.6) | \n\n - | \n\n (2.6) | \n
| \n Cost of share-based option plan | \n\n\n | \n\n - | \n\n - | \n\n 0.6 | \n\n - | \n\n 0.6 | \n
| \n At 31 December 2025 | \n\n \n | \n\n (1.6) | \n\n (55.8) | \n\n 0.2 | \n\n (34.5) | \n\n (91.8) | \n
Note 26Securities and mortgages
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Property, plant and equipment | \n\n 2,377.7 | \n\n 1,932.3 | \n
| \n Receivables and contract assets | \n\n 180.5 | \n\n 128.0 | \n
| \n Bank deposits | \n\n 103.3 | \n\n 118.1 | \n
| \n Total | \n\n 2,661.6 | \n\n 2,178.4 | \n
| \n \n | \n\n The Odfjell Rig III 2025/2031 senior secured bond | \n\n The Odfjell Invest Ltd senior secured bank facility | \n\n The Odfjell Drilling Malta Ltd senior secured bank facility | \n
|---|---|---|---|
| \n Guarantors | \n\n Odfjell Drilling Ltd, Odfjell Rig Owning Ltd, relevant rig owners and charter companies | \n\n Odfjell Drilling Ltd, Odfjell Rig Owning Ltd, Deep Sea Stavanger (UK) Ltd and Deep Sea Rig AS | \n\n Odfjell Drilling Ltd, Odfjell Rig Owning Ltd, Deep Sea Bergen Ltd and Deep Sea Bergen Drilling AS | \n
| \n Collateral Rigs | \n\n Deepsea Aberdeen, Deepsea Atlantic and Deepsea Nordkapp | \n\n Deepsea Stavanger | \n\n Deepsea Bergen | \n
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Non-current liabilities - contractual amounts | \n\n 931.7 | \n\n 534.1 | \n
| \n Current liabilities | \n\n 92.8 | \n\n 95.0 | \n
| \n Total | \n\n 1,024.4 | \n\n 629.1 | \n
Note 27Contingencies
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
The Group may from time to time be subject to various legal proceedings, disputes and claims including regulatory discussions related to the Group\u2019s business, investments etc., of which the outcomes are subject to significant uncertainty. Management applies significant judgement when evaluating the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated events or changes in these factors may require the Group to accrue for a matter that has not been previously accrued for because it was not considered probable, or a reasonable estimate could not be made, or increase or decrease an amount accrued for a matter in previous reporting periods.
Odfjell Offshore Ltd, a previous subsidiary of Odfjell Drilling Ltd., now a subsidiary of Odfjell Technology Ltd, was registered as a Norwegian Registered Foreign Company (NUF) on 8 March 2016 after migration of the company on 26 January 2016. As from this date the company has been taxable for income to Norway. In 2017, the company filed for a tax deduction, of approximately NOK 2.3 billion, on redemption of its 40% shares in Deep Sea Metro Ltd. A total of NOK 1.3 billion of this loss has been utilised through Group contributions received from other Norwegian entities within the Odfjell Drilling Ltd Group in the period 2017 to 2021.
Odfjell Drilling Ltd has on 1 March 2022 issued a letter of indemnity to Odfjell Technology Ltd (OTL) to hold OTL indemnified in respect of any liability that may occur in relation to the Odfjell Offshore Ltd tax case. This includes financing of any (pre-) payments to the Norwegian Tax Authorities, and funds for any legal proceedings.
On 21 December 2022 Odfjell Offshore Ltd received a tax ruling from the Norwegian Tax Authorities where the tax loss on the realisation of shares in 2017 was denied on the basis of the anti-avoidance rule developed as tax case law. Odfjell Offshore Ltd appealed the administrative tax ruling to Hordaland District Court, which was litigated at the beginning of December 2024. The court issued a verdict on 23 January 2025 in favour of the Norwegian Tax Authorities. The verdict was appealed to Gulating Court of Appeal and litigated the first week of March 2026.
On 17 April 2026, the Gulating Court of Appeal issued a verdict in favour of Odfjell Offshore Ltd. The Norwegian Tax Authority may appeal the ruling within one month, after which a ruling on whether the application to appeal is granted to the Supreme Court would be expected in around six to eight weeks.
Odfjell Offshore Ltd have made an upfront payment 1 February 2023 of NOK 307 million (USD 30.5 million) in taxes and interest for the financial years 2017 through to 2021, which the Odfjell Drilling Group have had to fund in accordance with the indemnity letter. Following the favourable verdict from the Gulating Court of Appeal, the Group\u2019s best judgement is that the tax case will ultimately be concluded in favour of Odfjell Offshore Ltd, even in the event of a further appeal. The Group has therefore not recognised a provision for the contingent indemnification liability. Consequently, the Group has recognised the upfront payment made as a non-current receivable, reflecting the expectation of repayment upon final conclusion of the tax case.
There are no other material contingencies to be disclosed as per 31 December 2025.
Note 27Contingencies
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
The Group may from time to time be subject to various legal proceedings, disputes and claims including regulatory discussions related to the Group\u2019s business, investments etc., of which the outcomes are subject to significant uncertainty. Management applies significant judgement when evaluating the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated events or changes in these factors may require the Group to accrue for a matter that has not been previously accrued for because it was not considered probable, or a reasonable estimate could not be made, or increase or decrease an amount accrued for a matter in previous reporting periods.
Odfjell Offshore Ltd, a previous subsidiary of Odfjell Drilling Ltd., now a subsidiary of Odfjell Technology Ltd, was registered as a Norwegian Registered Foreign Company (NUF) on 8 March 2016 after migration of the company on 26 January 2016. As from this date the company has been taxable for income to Norway. In 2017, the company filed for a tax deduction, of approximately NOK 2.3 billion, on redemption of its 40% shares in Deep Sea Metro Ltd. A total of NOK 1.3 billion of this loss has been utilised through Group contributions received from other Norwegian entities within the Odfjell Drilling Ltd Group in the period 2017 to 2021.
Odfjell Drilling Ltd has on 1 March 2022 issued a letter of indemnity to Odfjell Technology Ltd (OTL) to hold OTL indemnified in respect of any liability that may occur in relation to the Odfjell Offshore Ltd tax case. This includes financing of any (pre-) payments to the Norwegian Tax Authorities, and funds for any legal proceedings.
On 21 December 2022 Odfjell Offshore Ltd received a tax ruling from the Norwegian Tax Authorities where the tax loss on the realisation of shares in 2017 was denied on the basis of the anti-avoidance rule developed as tax case law. Odfjell Offshore Ltd appealed the administrative tax ruling to Hordaland District Court, which was litigated at the beginning of December 2024. The court issued a verdict on 23 January 2025 in favour of the Norwegian Tax Authorities. The verdict was appealed to Gulating Court of Appeal and litigated the first week of March 2026.
On 17 April 2026, the Gulating Court of Appeal issued a verdict in favour of Odfjell Offshore Ltd. The Norwegian Tax Authority may appeal the ruling within one month, after which a ruling on whether the application to appeal is granted to the Supreme Court would be expected in around six to eight weeks.
Odfjell Offshore Ltd have made an upfront payment 1 February 2023 of NOK 307 million (USD 30.5 million) in taxes and interest for the financial years 2017 through to 2021, which the Odfjell Drilling Group have had to fund in accordance with the indemnity letter. Following the favourable verdict from the Gulating Court of Appeal, the Group\u2019s best judgement is that the tax case will ultimately be concluded in favour of Odfjell Offshore Ltd, even in the event of a further appeal. The Group has therefore not recognised a provision for the contingent indemnification liability. Consequently, the Group has recognised the upfront payment made as a non-current receivable, reflecting the expectation of repayment upon final conclusion of the tax case.
There are no other material contingencies to be disclosed as per 31 December 2025.
Note 27Contingencies
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
The Group may from time to time be subject to various legal proceedings, disputes and claims including regulatory discussions related to the Group\u2019s business, investments etc., of which the outcomes are subject to significant uncertainty. Management applies significant judgement when evaluating the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated events or changes in these factors may require the Group to accrue for a matter that has not been previously accrued for because it was not considered probable, or a reasonable estimate could not be made, or increase or decrease an amount accrued for a matter in previous reporting periods.
Odfjell Offshore Ltd, a previous subsidiary of Odfjell Drilling Ltd., now a subsidiary of Odfjell Technology Ltd, was registered as a Norwegian Registered Foreign Company (NUF) on 8 March 2016 after migration of the company on 26 January 2016. As from this date the company has been taxable for income to Norway. In 2017, the company filed for a tax deduction, of approximately NOK 2.3 billion, on redemption of its 40% shares in Deep Sea Metro Ltd. A total of NOK 1.3 billion of this loss has been utilised through Group contributions received from other Norwegian entities within the Odfjell Drilling Ltd Group in the period 2017 to 2021.
Odfjell Drilling Ltd has on 1 March 2022 issued a letter of indemnity to Odfjell Technology Ltd (OTL) to hold OTL indemnified in respect of any liability that may occur in relation to the Odfjell Offshore Ltd tax case. This includes financing of any (pre-) payments to the Norwegian Tax Authorities, and funds for any legal proceedings.
On 21 December 2022 Odfjell Offshore Ltd received a tax ruling from the Norwegian Tax Authorities where the tax loss on the realisation of shares in 2017 was denied on the basis of the anti-avoidance rule developed as tax case law. Odfjell Offshore Ltd appealed the administrative tax ruling to Hordaland District Court, which was litigated at the beginning of December 2024. The court issued a verdict on 23 January 2025 in favour of the Norwegian Tax Authorities. The verdict was appealed to Gulating Court of Appeal and litigated the first week of March 2026.
On 17 April 2026, the Gulating Court of Appeal issued a verdict in favour of Odfjell Offshore Ltd. The Norwegian Tax Authority may appeal the ruling within one month, after which a ruling on whether the application to appeal is granted to the Supreme Court would be expected in around six to eight weeks.
Odfjell Offshore Ltd have made an upfront payment 1 February 2023 of NOK 307 million (USD 30.5 million) in taxes and interest for the financial years 2017 through to 2021, which the Odfjell Drilling Group have had to fund in accordance with the indemnity letter. Following the favourable verdict from the Gulating Court of Appeal, the Group\u2019s best judgement is that the tax case will ultimately be concluded in favour of Odfjell Offshore Ltd, even in the event of a further appeal. The Group has therefore not recognised a provision for the contingent indemnification liability. Consequently, the Group has recognised the upfront payment made as a non-current receivable, reflecting the expectation of repayment upon final conclusion of the tax case.
There are no other material contingencies to be disclosed as per 31 December 2025.
Note 28Commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Rig investments | \n\n 13.1 | \n\n 27.1 | \n
| \n Total | \n\n 13.1 | \n\n 27.1 | \n
The major part of committed capital expenditure as at 31 December 2025 is expected to be paid in the next 12 months.
Note 27Contingencies
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
The Group may from time to time be subject to various legal proceedings, disputes and claims including regulatory discussions related to the Group\u2019s business, investments etc., of which the outcomes are subject to significant uncertainty. Management applies significant judgement when evaluating the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated events or changes in these factors may require the Group to accrue for a matter that has not been previously accrued for because it was not considered probable, or a reasonable estimate could not be made, or increase or decrease an amount accrued for a matter in previous reporting periods.
Odfjell Offshore Ltd, a previous subsidiary of Odfjell Drilling Ltd., now a subsidiary of Odfjell Technology Ltd, was registered as a Norwegian Registered Foreign Company (NUF) on 8 March 2016 after migration of the company on 26 January 2016. As from this date the company has been taxable for income to Norway. In 2017, the company filed for a tax deduction, of approximately NOK 2.3 billion, on redemption of its 40% shares in Deep Sea Metro Ltd. A total of NOK 1.3 billion of this loss has been utilised through Group contributions received from other Norwegian entities within the Odfjell Drilling Ltd Group in the period 2017 to 2021.
Odfjell Drilling Ltd has on 1 March 2022 issued a letter of indemnity to Odfjell Technology Ltd (OTL) to hold OTL indemnified in respect of any liability that may occur in relation to the Odfjell Offshore Ltd tax case. This includes financing of any (pre-) payments to the Norwegian Tax Authorities, and funds for any legal proceedings.
On 21 December 2022 Odfjell Offshore Ltd received a tax ruling from the Norwegian Tax Authorities where the tax loss on the realisation of shares in 2017 was denied on the basis of the anti-avoidance rule developed as tax case law. Odfjell Offshore Ltd appealed the administrative tax ruling to Hordaland District Court, which was litigated at the beginning of December 2024. The court issued a verdict on 23 January 2025 in favour of the Norwegian Tax Authorities. The verdict was appealed to Gulating Court of Appeal and litigated the first week of March 2026.
On 17 April 2026, the Gulating Court of Appeal issued a verdict in favour of Odfjell Offshore Ltd. The Norwegian Tax Authority may appeal the ruling within one month, after which a ruling on whether the application to appeal is granted to the Supreme Court would be expected in around six to eight weeks.
Odfjell Offshore Ltd have made an upfront payment 1 February 2023 of NOK 307 million (USD 30.5 million) in taxes and interest for the financial years 2017 through to 2021, which the Odfjell Drilling Group have had to fund in accordance with the indemnity letter. Following the favourable verdict from the Gulating Court of Appeal, the Group\u2019s best judgement is that the tax case will ultimately be concluded in favour of Odfjell Offshore Ltd, even in the event of a further appeal. The Group has therefore not recognised a provision for the contingent indemnification liability. Consequently, the Group has recognised the upfront payment made as a non-current receivable, reflecting the expectation of repayment upon final conclusion of the tax case.
There are no other material contingencies to be disclosed as per 31 December 2025.
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
Note 28Commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
| \n USD million | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|
| \n Rig investments | \n\n 13.1 | \n\n 27.1 | \n
| \n Total | \n\n 13.1 | \n\n 27.1 | \n
The major part of committed capital expenditure as at 31 December 2025 is expected to be paid in the next 12 months.
Note 29Subsidiaries
| \n Name of entity | \n\n Country of incorporation | \n\n Principal place of business | \n\n Functional currency | \n\n Ownership 2025 | \n\n Ownership 2024 | \n\n Principal activities | \n
|---|---|---|---|---|---|---|
| \n Odfjell Rig Owning Ltd. | \n\n Bermuda | \n\n UK | \n\n USD | \n\n 100 | \n\n 100 | \n\n Holding company | \n
| \n Odfjell Invest Ltd. | \n\n Bermuda | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Holding company | \n
| \n Odfjell Rig III Ltd. | \n\n Bermuda | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Holding company | \n
| \n Odfjell Drilling Malta Ltd. | \n\n Malta | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Holding company | \n
| \n Odfjell Drilling Services Ltd. | \n\n Bermuda | \n\n UK | \n\n USD | \n\n 100 | \n\n 100 | \n\n Holding company | \n
| \n Odfjell Rig V Ltd. | \n\n England | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Rig owning | \n
| \n Odfjell Drilling Shetland Ltd. | \n\n Scotland | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Rig owning | \n
| \n Deep Sea Atlantic (UK) Ltd. | \n\n England | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Rig owning | \n
| \n Deep Sea Stavanger (UK) Ltd. | \n\n England | \n\n Malta | \n\n USD | \n\n 100 | \n\n 100 | \n\n Rig owning | \n
| \n Deep Sea Bergen Ltd. | \n\n Malta | \n\n Malta | \n\n USD | \n\n 100 | \n\n - | \n\n Rig owning | \n
| \n Deep Sea Rig (UK) Ltd. | \n\n England | \n\n UK | \n\n USD | \n\n 100 | \n\n 100 | \n\n No activity | \n
| \n Odfjell Drilling South Africa Ltd. | \n\n Scotland | \n\n Africa | \n\n USD | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Odfjell Invest AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Odfjell Invest II AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Deep Sea Drilling Company AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Deep Sea Drilling Company I AS | \n\n Norway | \n\n Norway / Canada | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Deep Sea Rig AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Drilling operations | \n
| \n Deep Sea Bergen Drilling AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n - | \n\n Drilling operations | \n
| \n Odfjell Drilling AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Management | \n
| \n Deep Sea Management AS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n Crewing | \n
| \n Deep Sea Management International AS | \n\n Norway | \n\n Norway | \n\n USD | \n\n 100 | \n\n 100 | \n\n Crewing | \n
The company's principal subsidiaries are set out in table above. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the company, and the proportion of ownership interests held equals the voting rights held by the company.
| \n Name of entity | \n\n Country of incorporation | \n\n Principal place of business | \n\n Functional currency | \n\n Ownership 2025 | \n\n Ownership 2024 | \n\n Principal activities | \n
|---|---|---|---|---|---|---|
| \n Deep Sea Drilling Company II KS | \n\n Norway | \n\n Norway | \n\n NOK | \n\n 100 | \n\n 100 | \n\n No activity | \n
| \n Odfjell Drilling Cooperatief UA | \n\n Netherlands | \n\n Netherlands | \n\n EUR | \n\n 100 | \n\n 100 | \n\n Holding - no activity | \n
| \n Odfjell Invest Holland BV | \n\n Netherlands | \n\n Netherlands | \n\n EUR | \n\n 100 | \n\n 100 | \n\n No activity | \n
| \n Odfjell Perfuracoes e Servicos Ltda | \n\n Brazil | \n\n Brazil | \n\n BRL | \n\n 100 | \n\n 100 | \n\n No activity | \n
| \n Odfjell Drilling Netherlands BV | \n\n Netherlands | \n\n Netherlands | \n\n EUR | \n\n 100 | \n\n 100 | \n\n Holding - no activity | \n
| \n Odfjell Drilling Brasil BV | \n\n Netherlands | \n\n Netherlands | \n\n EUR | \n\n 100 | \n\n 100 | \n\n Holding - no activity | \n
| \n Odfjell Drilling Brasil Ltda. | \n\n Brazil | \n\n Brazil | \n\n BRL | \n\n 100 | \n\n 100 | \n\n No activity | \n
| \n Odfjell Gestao de Perfurancoes do Brasil Ltda. | \n\n Brazil | \n\n Brazil | \n\n BRL | \n\n 100 | \n\n 100 | \n\n No activity | \n
Note 30Related parties - transactions, receivables, liabilities and commitments
| \n USD million | \n\n Relation | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Companies within the Odfjell Technology Ltd. Group | \n\n Related to main shareholder | \n\n 3.4 | \n\n 3.1 | \n
| \n Odfjell Oceanwind AS | \n\n Related to main shareholder | \n\n 0.2 | \n\n 0.2 | \n
| \n Odfjell Land AS | \n\n Related to main shareholder | \n\n 0.2 | \n\n 0.2 | \n
| \n Total sales of services to related parties | \n\n \n | \n\n 3.9 | \n\n 3.5 | \n
The revenues are related to administration services and are included in \"Corporate/Other\" column in the segment reporting.
| \n USD million | \n\n Relation | \n\n 2025 | \n\n 2024 | \n
|---|---|---|---|
| \n Companies within the Odfjell Technology Ltd. Group | \n\n Related to main shareholder | \n\n 70.7 | \n\n 69.6 | \n
| \n Total purchases from related parties | \n\n \n | \n\n 70.7 | \n\n 69.6 | \n
Purchases consist of services and rentals, as well as global business services, provided by well services, engineering and technology companies within the Odfjell Technology Group. All transactions have been carried out as part of the ordinary operations. Amounts listed in the table above do not include payment for rentals considered as leases, see table below.
As a part of the day-to-day running of the business, Odfjell Drilling have the following current receivables and liabilities towards companies in the Odfjell Technology Ltd. Group (the discontinued operations).
| \n USD million | \n\n Related party | \n\n Relation | \n\n 31.12.2025 | \n\n 31.12.2024 | \n
|---|---|---|---|---|
| \n Trade receivables | \n\n Companies in Odfjell Technology Ltd Group | \n\n Related to main shareholder | \n\n 0.4 | \n\n 0.3 | \n
| \n Other current receivables | \n\n Companies in Odfjell Technology Ltd Group | \n\n Related to main shareholder | \n\n 7.1 | \n\n 3.5 | \n
| \n Trade payables | \n\n Companies in Odfjell Technology Ltd Group | \n\n Related to main shareholder | \n\n (5.0) | \n\n (4.4) | \n
| \n Other current payables | \n\n Companies in Odfjell Technology Ltd Group | \n\n Related to main shareholder | \n\n (2.2) | \n\n (3.9) | \n
| \n Net current payables related parties | \n\n 0.3 | \n\n (4.5) | \n
| \n USD million | \n\n \n | \n\n Lease liability | \n\n Lease liability | \n\n Lease liability | \n\n Payments | \n\n Payments | \n
|---|---|---|---|---|---|---|
| \n Related party | \n\n Relation | \n\n Type of asset | \n\n 31.12.2025 | \n\n 31.12.2024 | \n\n 2025 | \n\n 2024 | \n
| \n Odfjell Land AS | \n\n Related to main shareholder | \n\n Properties | \n\n 21.4 | \n\n 21.7 | \n\n 4.7 | \n\n 3.4 | \n
| \n Companies within the Odfjell Technology Ltd Group | \n\n Related to main shareholder | \n\n Mooring and drilling equipment | \n\n 25.7 | \n\n 20.3 | \n\n 11.1 | \n\n 15.6 | \n
| \n Total | \n\n \n | \n\n \n | \n\n 47.1 | \n\n 42.0 | \n\n 15.8 | \n\n 19.0 | \n
Helene Odfjell (Director), controls Odfjell Partners Holding Ltd, which owns 49.85% of the common shares in the Company as per 31 December 2025.
Simen Lieungh (Director) owns 20.000 shares (0.01%), Kjetil Gjersdal (CEO of Odfjell Drilling AS) and his close associate owns 42.450 shares (0.02%), while \u00d8rjan Lunde (CFO of Odfjell Drilling AS) owns 1,000 shares (0.00%) in the Company as per\u00a031\u00a0December\u00a02025.
In November 2024, Odfjell Drilling Ltd. sold its holdings in Odfjell Rig III Ltd. bonds, with a nominal value of USD 6,730,770, and HMH Holding B.V. bonds, with a nominal value of USD 1,600,000, to Odfjell Partners Holding Ltd. at market price.
Key management includes directors (executive and non-executive). The compensation paid or payable to key management for employee services is shown in Note 31 - Remuneration to the Board of Directors, key executive management and Group\u00a0auditor.
Note 31Remuneration to the Board of Directors, key executive management and auditor
| \n USD thousands | \n\n \n | \n\n Salary | \n\n Bonus | \n\n Other remuneration | \n\n Pension premium | \n\n Expense share-based payments | \n\n Total | \n
|---|---|---|---|---|---|---|---|
| \n Kjetil Gjersdal | \n\n CEO - Odfjell Drilling AS | \n\n 539 | \n\n 399 | \n\n 28 | \n\n 18 | \n\n 171 | \n\n 1,155 | \n
| \n Frode Syslak (Period: 1 January 2025- 30 April 2025) | \n\n CFO - Odfjell Drilling AS | \n\n 80 | \n\n 202 | \n\n 6 | \n\n 6 | \n\n 30 | \n\n 325 | \n
| \n \u00d8rjan Lunde (Period: 1 May 2025 - 31\u00a0December 2025) | \n\n CFO - Odfjell Drilling AS | \n\n 172 | \n\n - | \n\n 13 | \n\n 17 | \n\n 101 | \n\n 302 | \n
| \n Diane Stephen | \n\n General Manager - Odfjell Drilling Ltd. | \n\n 119 | \n\n 18 | \n\n 6 | \n\n 5 | \n\n - | \n\n 149 | \n
| \n Total | \n\n \n | \n\n 910 | \n\n 619 | \n\n 54 | \n\n 46 | \n\n 302 | \n\n 1,931 | \n
| \n USD thousands | \n\n \n | \n\n Salary | \n\n Bonus | \n\n Other remuneration | \n\n Pension premium | \n\n Expense share-based payments | \n\n Total | \n
|---|---|---|---|---|---|---|---|
| \n Kjetil Gjersdal | \n\n CEO - Odfjell Drilling AS | \n\n 483 | \n\n 400 | \n\n 25 | \n\n 17 | \n\n 159 | \n\n 1,084 | \n
| \n Frode Syslak | \n\n CFO - Odfjell Drilling AS | \n\n 243 | \n\n 174 | \n\n 15 | \n\n 13 | \n\n 85 | \n\n 530 | \n
| \n Diane Stephen | \n\n General Manager - Odfjell Drilling Ltd. | \n\n 113 | \n\n 21 | \n\n 6 | \n\n 5 | \n\n - | \n\n 145 | \n
| \n Total | \n\n \n | \n\n 839 | \n\n 595 | \n\n 46 | \n\n 34 | \n\n 244 | \n\n 1,758 | \n
The amounts listed as Salary, Bonus, and Other remuneration in the table above represent cash payments in 2024 and 2025. Refer to the Executive Remuneration Report for bonuses earned in 2024 and 2025.
Amounts listed as Pension premium and Expense share-based payments relates to the expense accounted for as personnel expenses in 2024 and 2025.
In 2025 members of the Group management exercised options that the Company elected to settle in cash. As\u00a0a\u00a0consequence, Kjetil Gjersdal was paid the equivalent of USD 1,267 thousands and Frode Syslak was paid the equivalent of USD 1,026 thousands.
For more details regarding the current incentive share option programme, refer to Note 32 - Share-based payments.
| \n USD thousands | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Simen Lieungh | \n\n 76 | \n\n 70 | \n
| \n Helene Odfjell | \n\n 43 | \n\n 40 | \n
| \n Harald Thorstein | \n\n 48 | \n\n 44 | \n
| \n Knut J. Hatleskog | \n\n 38 | \n\n 35 | \n
| \n Alasdair Shiach | \n\n 30 | \n\n - | \n
| \n Total remuneration paid to Board of non-executive directors | \n\n 235 | \n\n 188 | \n
Note 31Remuneration to the Board of Directors, key executive management and auditor
| \n USD thousands | \n\n \n | \n\n Salary | \n\n Bonus | \n\n Other remuneration | \n\n Pension premium | \n\n Expense share-based payments | \n\n Total | \n
|---|---|---|---|---|---|---|---|
| \n Kjetil Gjersdal | \n\n CEO - Odfjell Drilling AS | \n\n 539 | \n\n 399 | \n\n 28 | \n\n 18 | \n\n 171 | \n\n 1,155 | \n
| \n Frode Syslak (Period: 1 January 2025- 30 April 2025) | \n\n CFO - Odfjell Drilling AS | \n\n 80 | \n\n 202 | \n\n 6 | \n\n 6 | \n\n 30 | \n\n 325 | \n
| \n \u00d8rjan Lunde (Period: 1 May 2025 - 31\u00a0December 2025) | \n\n CFO - Odfjell Drilling AS | \n\n 172 | \n\n - | \n\n 13 | \n\n 17 | \n\n 101 | \n\n 302 | \n
| \n Diane Stephen | \n\n General Manager - Odfjell Drilling Ltd. | \n\n 119 | \n\n 18 | \n\n 6 | \n\n 5 | \n\n - | \n\n 149 | \n
| \n Total | \n\n \n | \n\n 910 | \n\n 619 | \n\n 54 | \n\n 46 | \n\n 302 | \n\n 1,931 | \n
| \n USD thousands | \n\n \n | \n\n Salary | \n\n Bonus | \n\n Other remuneration | \n\n Pension premium | \n\n Expense share-based payments | \n\n Total | \n
|---|---|---|---|---|---|---|---|
| \n Kjetil Gjersdal | \n\n CEO - Odfjell Drilling AS | \n\n 483 | \n\n 400 | \n\n 25 | \n\n 17 | \n\n 159 | \n\n 1,084 | \n
| \n Frode Syslak | \n\n CFO - Odfjell Drilling AS | \n\n 243 | \n\n 174 | \n\n 15 | \n\n 13 | \n\n 85 | \n\n 530 | \n
| \n Diane Stephen | \n\n General Manager - Odfjell Drilling Ltd. | \n\n 113 | \n\n 21 | \n\n 6 | \n\n 5 | \n\n - | \n\n 145 | \n
| \n Total | \n\n \n | \n\n 839 | \n\n 595 | \n\n 46 | \n\n 34 | \n\n 244 | \n\n 1,758 | \n
The amounts listed as Salary, Bonus, and Other remuneration in the table above represent cash payments in 2024 and 2025. Refer to the Executive Remuneration Report for bonuses earned in 2024 and 2025.
Amounts listed as Pension premium and Expense share-based payments relates to the expense accounted for as personnel expenses in 2024 and 2025.
In 2025 members of the Group management exercised options that the Company elected to settle in cash. As\u00a0a\u00a0consequence, Kjetil Gjersdal was paid the equivalent of USD 1,267 thousands and Frode Syslak was paid the equivalent of USD 1,026 thousands.
For more details regarding the current incentive share option programme, refer to Note 32 - Share-based payments.
| \n USD thousands | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Simen Lieungh | \n\n 76 | \n\n 70 | \n
| \n Helene Odfjell | \n\n 43 | \n\n 40 | \n
| \n Harald Thorstein | \n\n 48 | \n\n 44 | \n
| \n Knut J. Hatleskog | \n\n 38 | \n\n 35 | \n
| \n Alasdair Shiach | \n\n 30 | \n\n - | \n
| \n Total remuneration paid to Board of non-executive directors | \n\n 235 | \n\n 188 | \n
| \n USD thousands | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Audit (incl. technical assistance with financial statements) | \n\n 289 | \n\n 276 | \n
| \n Other assurance services | \n\n 136 | \n\n 32 | \n
| \n Tax advisory fee (incl. technical assistance with tax returns) | \n\n 9 | \n\n - | \n
| \n Fees for other services | \n\n 8 | \n\n - | \n
| \n Total remuneration to the Group's auditor | \n\n 442 | \n\n 308 | \n
All listed fees are net of VAT.
Note 32Share-based payments
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
That cost is recognised in personnel expenses together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. The\u00a0expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
On 27 June 2022 the Company implemented a share option plan and allocated options for a total of 1,450,000 common shares, at a strike price of NOK 23.37 per share to certain of its employees. In 2023 a further 400,000 options were allocated at a strike price of NOK 26.61 per share. In 2025 the number of outstanding options were adjusted in accordance with the terms of the plan, adding 23,625 share options to the plan. In addition, the new CFO, \u00d8rjan Lunde has been awarded 500,000 options in the company at a strike price of NOK 62.3 per share and with vesting periods of one to five years. Also, in a Special General Meeting held on 22 July 2025, the Company has granted 250,000 share options to the Chair of the Board, Simen Lieungh, at a strike price of NOK 72.6 per share and with vesting periods of one to three years.
The options can only be exercised in three/five equal tranches, with vesting periods of one to five years. The options may be exercised in the exercise period starting at vesting date and ending five working days after. Any options not exercised in the first tranches can be rolled forward to the next tranches. Any options not exercised by the expiry date will be terminated.
In July 2024 120,000 of the options granted in 2022 were exercised, and the Company decided to settle with a cash payment. 27 June 2025 a total of 605,364 options were exercised. The Company elected to settle the exercised options in cash. For outstanding options, the Company continues to have the right to settle in equity and have the intention to do so.
| \n Overview of outstanding options: | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Outstanding options 1.1 | \n\n 1,730,000 | \n\n 1,850,000 | \n
| \n Options granted | \n\n 773,625 | \n\n - | \n
| \n Options exercised | \n\n (605,364) | \n\n (120,000) | \n
| \n Outstanding options 31.12 | \n\n 1,898,261 | \n\n 1,730,000 | \n
| \n Of which exercisable | \n\n 317,790 | \n\n 540,000 | \n
The fair value of the options has been calculated using Black & Scholes option-pricing model. The total cost equals NOK 32 million (approximately USD 3 million) and is recognised over the period until June 2030.
| \n Grant date | \n\n 27.06.2022* | \n\n 01.02.2023* | \n\n 30.01.2025 | \n\n 22.07.2025 | \n
|---|---|---|---|---|
| \n Number of options granted | \n\n 1,468,517 | \n\n 405,108 | \n\n 500,000 | \n\n 250,000 | \n
| \n Share price on grant date | \n\n NOK 23.675 | \n\n NOK 26.375 | \n\n NOK 62.3 | \n\n NOK 72.55 | \n
| \n Strike price per option | \n\n NOK 23.37 | \n\n NOK 26.61 | \n\n NOK 62.3 | \n\n NOK 72.6 | \n
| \n Expected price volatility of the company's shares | \n\n 50% | \n\n 40% | \n\n 35% | \n\n 35% | \n
| \n Expected dividend yield | \n\n 0% | \n\n 0% | \n\n 5.10% | \n\n 11.20% | \n
| \n Risk-free interest rate | \n\n 3.67% | \n\n 2.938 % | \n\n 3.86% | \n\n 3.83% | \n
| \n Expiry date | \n\n 27.06.2027 | \n\n 01.02.2028 | \n\n 04.07.2030 | \n\n 28.07.2028 | \n
| \n Average fair value per option | \n\n NOK 11.36 | \n\n NOK 10.32 | \n\n NOK 16.40 | \n\n NOK 11.98 | \n
| \n\n | \n
The Company has a long-term equity settled incentive share option programme in which the employee receives remuneration in the form of share-based payment for services rendered. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details below.
Note 33Earnings per share
The basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent divided by the weighted average number of common shares outstanding.
When calculating the diluted earnings per share, the profit that is attributable to the common shareholders of the parent and the weighted average number of common shares outstanding are adjusted for all the dilution effects relating to warrants and share options.
The Company has a share option plan for common shares, of which 1,898,261 are outstanding as at 31 December 2025, see further description in Note 32 - Share-based payments.
| \n USD million | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Profit due to owners of the parent | \n\n 167.0 | \n\n 64.7 | \n
| \n Adjustment related share option plan | \n\n - | \n\n - | \n
| \n Diluted profit for the period due to owners of the parent | \n\n 167.0 | \n\n 64.7 | \n
| \n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Weighted average number of common shares in issue | \n\n 239,807,088 | \n\n 238,552,674 | \n
| \n Effects of dilutive potential common shares: | \n\n \n | \n\n \n | \n
| \n \u2022Share option plan | \n\n 648,056 | \n\n 691,146 | \n
| \n Diluted average number of shares outstanding | \n\n 240,455,144 | \n\n 239,243,820 | \n
| \n \n | \n\n 2025 | \n\n 2024 | \n
|---|---|---|
| \n Basic earnings per share | \n\n 0.70 | \n\n 0.27 | \n
| \n Diluted earnings per share | \n\n 0.69 | \n\n 0.27 | \n
The basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent divided by the weighted average number of common shares outstanding.
When calculating the diluted earnings per share, the profit that is attributable to the common shareholders of the parent and the weighted average number of common shares outstanding are adjusted for all the dilution effects relating to warrants and share options.
Note 34Events after the reporting period
Refer to Note 27 - Contingencies for information about the judgment issued by the Gulating Court of Appeal on 17 April 2026 related to the Odfjell Offshore Ltd tax case.
26 February 2026, the Board of Directors approved a dividend distribution of USD 0.23 per share, equal to approximately USD 55 million, with payment in March 2026.
There have been no other events after the balance sheet date with material effect on the financial statements ended 31\u00a0December\u00a02025.