Oslo, 28 April 2025
Reuben Segal
CEO
Yvonne L. Sandvold
Board Member
Glen Ole R\u00f8dland
Chair of the Board
David Wells
Board Member
Rune Eng
Board Member
Hege Marie Norheim
Board Member
Synne Syrrist
Board Member
Note 2. Basis of preparation
2.1\tStatement of Compliance
The Group\u2019s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS\u00ae) and interpretations from International Financial Reporting Interpretations Committee (IFRIC\u00ae) as adopted by the EU and further requirements in Norwegian Accounting Law (Regnskapsloven). The consolidated financial statements for the full year 2024 were authorised for issue in accordance with a resolution by the Board of Directors on 28 April 2025.
2.2\tBasis of measurement
The consolidated financial statements have been prepared on the historical cost basis unless stated otherwise. Income and expenses are accounted for on an accrual basis.
Reference is made to the material accounting policies as included in the relevant notes for more detailed information on the measurement basis. These policies have consistently been applied by the Group.
2.3\tGoing concern
The financial statements of the Group and the Company have been prepared on a going concern basis. In reaching this conclusion, Management has reviewed detailed budgets, which reflect, where applicable, the current economic conditions, with regard to the level of\u00a0demand for the Group\u2019s services and trading forecasts for at least the next\u00a0twelve\u00a0months.
2.4\tBasis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries as listed in note 24.
Control
The Company controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to vary its returns. The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. All relevant facts and circumstances are considered in assessing whether the Company\u2019s voting and share rights in an investee are sufficient to give it power.
Non-controlling interest
Non-controlling interests in subsidiaries are identified separately from the Company\u2019s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition-by acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisitions, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests\u2019 share of subsequent changes in equity.
Consolidation process
Consolidation of a subsidiary begins when control over the subsidiary is obtained and ceases when control over the subsidiary is lost. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income or loss ('OCI') from the date the Company gains control until the date when the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the accounting policies of the Group. All intra-group assets and liabilities, equity, income and expenses, including any unrealised income and expenses, relating to transactions between members of the Group are eliminated in full upon consolidation.
Profit or loss and each component of OCI are attributed to the shareholders of the Company and to the non-controlling interests. Total comprehensive income or loss of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
2.5\tForeign currencies
Functional and presentation currency
These consolidated financial statements are presented in US Dollars (USD). All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
Foreign currency transactions
In preparing the financial statements of each subsidiary, transactions in currencies other than the subsidiary\u2019s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in OCI and reclassified from equity to profit or loss on repayment of the monetary items.
Foreign operations
The assets and liabilities of the Group\u2019s foreign operations, including goodwill and fair value adjustments arising on acquisitions, are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in OCI and accumulated in a foreign currency translation reserve as part of shareholders\u2019 equity.
2.6\tNew and amended standards
The following standards and amendments were applied for the first time in 2024:
Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants
Amendments to IFRS\u00ae 16: Lease Liability in Sale and Leaseback
Amendments to IAS 7 and IFRS\u00ae 7: Supplier Finance Arrangements
The above mentioned amendments do not have a material impact on the disclosures in the notes or on the amounts reported in these consolidated financial statements.
New and amended standards and interpretations not yet effective:
Certain new accounting standards and interpretations have been issued but are not yet effective for the year ended 31 December 2024 and have not been early adopted:
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of exchangeabilityThe amendments to IAS 21 regarding lack of exchangeability are effective for periods beginning on or after 1 January 2025. The amendments address situations where exchangeability between two currencies is not possible, requiring entities to use an alternative exchange rate that reflects the best available evidence of the foreign currency\u2019s value.Whilst the amendments do not currently apply, the Group is assessing their potential impact on the consolidated financial statements in the subsequent reporting periods. Specifically, the Group is evaluating any scenarios where lack of exchangeability may arise for subsidiaries with functional currencies impacted by these changes. These amendments could affect the translation of foreign operations and the measurement of foreign currency transactions, potentially leading to different exchange rates being used for certain foreign currency balances. The Group will adopt the amended guidance in 2025 and will monitor its application as part of its ongoing foreign currency risk management strategy.
Amendments to the Classification and Measurement of Financial Instruments \u2013 Amendments to IFRS\u00ae 9 and IFRS\u00ae 7
IFRS\u00ae 18 Presentation and Disclosure in Financial StatementsOn 9 April 2024, the International Accounting Standards Board (IASB) issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group has not elected to early adopt IFRS 18.
IFRS 18 introduces significant changes to the presentation of the statement of profit or loss by requiring entities to classify income and expenses into standardised categories: Operating, Investing, and Financing. Additionally, IFRS 18 mandates new disclosures, including the presentation of Operating Profit as a required subtotal, enhanced disaggregation requirements, and transparency around management-defined performance measures (MPMs).
The Group is currently assessing the impact of IFRS 18 on its financial statement presentation. Based on a preliminary analysis, the key potential effects include:
Reclassification of certain income and expenses: Items currently presented under \u2018Finance income\u2019, \u2018Finance expenses\u2019 and \u2018Net foreign exchange loss\u2019 may need to be reclassified under the \u2018Investing\u2019, \u2018Financing\u2019 and \u2018Operating\u2019 categories, respectively.
Presentation of Operating Profit: The Group will be required to present an operating profit subtotal, which may impact how financial performance is analysed and compared to industry peers.
Additional disclosures: As the Group presents expenses by function, it will be required to provide information on the nature of specific expenses, along with reconciliations for management-defined performance measures, where applicable.
Potential systems and process updates: The Group may need to update its reporting systems to align with the new categorisation and disclosure requirements.
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The Group\u2019s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS\u00ae) and interpretations from International Financial Reporting Interpretations Committee (IFRIC\u00ae) as adopted by the EU and further requirements in Norwegian Accounting Law (Regnskapsloven). The consolidated financial statements for the full year 2024 were authorised for issue in accordance with a resolution by the Board of Directors on 28 April 2025.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__16": { "value": "2.4\tBasis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries as listed in note 24.
Control
The Company controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to vary its returns. The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. All relevant facts and circumstances are considered in assessing whether the Company\u2019s voting and share rights in an investee are sufficient to give it power.
Non-controlling interest
Non-controlling interests in subsidiaries are identified separately from the Company\u2019s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition-by acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisitions, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests\u2019 share of subsequent changes in equity.
Consolidation process
Consolidation of a subsidiary begins when control over the subsidiary is obtained and ceases when control over the subsidiary is lost. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income or loss ('OCI') from the date the Company gains control until the date when the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the accounting policies of the Group. All intra-group assets and liabilities, equity, income and expenses, including any unrealised income and expenses, relating to transactions between members of the Group are eliminated in full upon consolidation.
Profit or loss and each component of OCI are attributed to the shareholders of the Company and to the non-controlling interests. Total comprehensive income or loss of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__17": { "value": "2.5\tForeign currencies
Functional and presentation currency
These consolidated financial statements are presented in US Dollars (USD). All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
Foreign currency transactions
In preparing the financial statements of each subsidiary, transactions in currencies other than the subsidiary\u2019s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in OCI and reclassified from equity to profit or loss on repayment of the monetary items.
Foreign operations
The assets and liabilities of the Group\u2019s foreign operations, including goodwill and fair value adjustments arising on acquisitions, are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in OCI and accumulated in a foreign currency translation reserve as part of shareholders\u2019 equity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__18": { "value": "Note 3. Significant accounting estimates and judgements
Material accounting policies are provided in the respective notes throughout the consolidated financial statements. In applying the Group\u2019s accounting policies, which are described in more detail in the notes to the financial statements, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
3.1\tCritical judgements in applying the Group\u2019s accounting policies
The following are the critical judgements, apart from those involving estimations (which are presented below separately), that management have made in the process of applying the Group\u2019s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.
Principal vs agent considerations
The Group exercised judgement in determining whether it acts as a principal or an agent in recognising revenue from marine operations under IFRS 15. The Group determined that it acts as a principal as it controls the service before it is transferred to the customer. This assessment is based on the criteria set out in IFRS 15. As a result, revenue from marine operations is presented on a gross basis, with corresponding expenses recorded separately in the consolidated income statement. The Group assesses vessel arrangements on a contract-by-contract basis to ensure compliance with IFRS 15.
Control over subsidiaries
Note 25 describes that certain subsidiaries in UAE, Qatar, Thailand and Malaysia are subsidiaries of the Group even though the Group has only 49% ownership interest. The remaining ownership interests are held by local sponsors in accordance with statutory regulations of those countries.
The Directors of the Company assessed whether the Group has control over those subsidiaries based on whether the
Group has the practical ability to direct the relevant activities of subsidiaries unilaterally. In making their judgement, the directors considered the Group\u2019s absolute size of holding in those subsidiaries and the relative size and dispersion of the shareholdings owned by the other shareholders.
Through trust agreements with local sponsors, the Group has assessed that it exercises full control over the financial and ownership rights of these entities. Despite legal ownership requirements, the Group judges that it retains 100% economic interest, including rights to all assets, dividends, and proceeds from any sale. Based on this assessment, the entities are fully consolidated in these financial statements in accordance with IFRS 10.
After assessment, the Directors concluded that the Group has full power of the investee, is fully exposed to variable returns from its involvement with the investee and could use its power over the investee to affect the amount of the investor's returns, those entities have been fully consolidated in the consolidated financial statements of the Group, and the 51% owned by the local sponsors have not been treated as a non-controlling interest.
Impairment of financial assets
At each reporting date, the Group assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment.
Evidence of impairment may include indications that the debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments; the probability that they will enter bankruptcy or other financial reorganisation, and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or general changes in the economic conditions that correlate with defaults.
The Group measures the loss allowance on amounts due from customers at an amount equal to lifetime expected credit losses (ECL). When measuring ECL, the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. Further details of the key assumptions applied in the impairment assessment are given in Note 13 to the consolidated financial statements.
3.2\tKey sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
Impairment of non-financial assets
An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm\u2019s length transaction of similar assets or observable market prices less incremental costs for disposing the asset. The value in use for calculation is based on a discounted cash flow model. The cash flows are derived from the forecast for the next three years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset\u2019s performance of the cash-generating unit being tested.
The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the
expected future cash inflows and the growth rate used for extrapolation purposes.
Further details of the key assumptions applied in the impairment assessment of goodwill are given in Note 13 to the consolidated financial statements.
Employee compensation plans
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 16 to the consolidated financial statements.
Income taxes
The Group is subject to income tax in several jurisdictions and significant judgement is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due. The Group believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment of many factors including experience and interpretations of tax law. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. Judgments mainly relate to transfer pricing, including inter-company financing and expenditure deductible for tax purposes.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
Note 4. Revenue from contracts with customers
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the Group has an enforceable right to receive payment for time performance completed to date. Completion is determined based on the actual labour hours spent relative to the total expected labour hours.
Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
The Group derives revenue from contracts with customers for the consultancy services over time provided to the energy, shipping and insurance industries and includes reimbursement of expenses and related services. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS\u00ae 8 (note 5). It excludes dividends, interest income and intra-group transactions.
Revenue from marine operations relates to the hiring vessels to customers, typically for short-term durations. Revenue is recognised in the period in which the service is provided. The Group has determined that, in accordance with the principal-agent considerations set out in IFRS 15, that it is appropriate to present gross revenue in the consolidated income statement, with the related costs recognised separately.
Amounts in USD thousands | 2024 | 2023 |
Revenue from contracts with customers | ||
Consultancy services | 273,128 | 240,967 |
Marine operations | 17,212 | - |
Reimbursement of expenses | 11,802 | 8,709 |
Other | 7,482 | 1,557 |
Total revenue from contracts with customers | 309,624 | 251,233 |
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers.
Amounts in USD thousands | 2024 | 2023 |
Contract assets | ||
Contract assets related to contracts with customers | 21,987 | 22,238 |
Loss allowance | (34) | (53) |
Total contract assets | 21,953 | 22,185 |
Contract liabilities | ||
Contract liabilities related to contracts with customers | 2,367 | 1,978 |
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The Group also recognised a loss allowance for contract assets in accordance with IFRS\u00ae 9, refer note 23 for further information. The contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers, for which revenue is recognised over time.
The vast majority of the Group\u2019s consulting service contracts are billed based on the time incurred. As all contracts have an original expected duration of one year or less, the Group applies the practical expedient under IFRS\u00ae 15 (paragraph 121) and does not disclose the transaction price allocated to unsatisfied performance obligations.
Whilst the Group incurs costs that are necessary to facilitate a sale, those costs would have been incurred even if the customer decided not to execute the contract and therefore have not been capitalised.
Note 4. Revenue from contracts with customers
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the Group has an enforceable right to receive payment for time performance completed to date. Completion is determined based on the actual labour hours spent relative to the total expected labour hours.
Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
The Group derives revenue from contracts with customers for the consultancy services over time provided to the energy, shipping and insurance industries and includes reimbursement of expenses and related services. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS\u00ae 8 (note 5). It excludes dividends, interest income and intra-group transactions.
Revenue from marine operations relates to the hiring vessels to customers, typically for short-term durations. Revenue is recognised in the period in which the service is provided. The Group has determined that, in accordance with the principal-agent considerations set out in IFRS 15, that it is appropriate to present gross revenue in the consolidated income statement, with the related costs recognised separately.
Amounts in USD thousands | 2024 | 2023 |
Revenue from contracts with customers | ||
Consultancy services | 273,128 | 240,967 |
Marine operations | 17,212 | - |
Reimbursement of expenses | 11,802 | 8,709 |
Other | 7,482 | 1,557 |
Total revenue from contracts with customers | 309,624 | 251,233 |
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers.
Amounts in USD thousands | 2024 | 2023 |
Contract assets | ||
Contract assets related to contracts with customers | 21,987 | 22,238 |
Loss allowance | (34) | (53) |
Total contract assets | 21,953 | 22,185 |
Contract liabilities | ||
Contract liabilities related to contracts with customers | 2,367 | 1,978 |
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The Group also recognised a loss allowance for contract assets in accordance with IFRS\u00ae 9, refer note 23 for further information. The contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers, for which revenue is recognised over time.
The vast majority of the Group\u2019s consulting service contracts are billed based on the time incurred. As all contracts have an original expected duration of one year or less, the Group applies the practical expedient under IFRS\u00ae 15 (paragraph 121) and does not disclose the transaction price allocated to unsatisfied performance obligations.
Whilst the Group incurs costs that are necessary to facilitate a sale, those costs would have been incurred even if the customer decided not to execute the contract and therefore have not been capitalised.
Note 4. Revenue from contracts with customers
Rendering of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the Group has an enforceable right to receive payment for time performance completed to date. Completion is determined based on the actual labour hours spent relative to the total expected labour hours.
Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
The Group derives revenue from contracts with customers for the consultancy services over time provided to the energy, shipping and insurance industries and includes reimbursement of expenses and related services. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS\u00ae 8 (note 5). It excludes dividends, interest income and intra-group transactions.
Revenue from marine operations relates to the hiring vessels to customers, typically for short-term durations. Revenue is recognised in the period in which the service is provided. The Group has determined that, in accordance with the principal-agent considerations set out in IFRS 15, that it is appropriate to present gross revenue in the consolidated income statement, with the related costs recognised separately.
Amounts in USD thousands | 2024 | 2023 |
Revenue from contracts with customers | ||
Consultancy services | 273,128 | 240,967 |
Marine operations | 17,212 | - |
Reimbursement of expenses | 11,802 | 8,709 |
Other | 7,482 | 1,557 |
Total revenue from contracts with customers | 309,624 | 251,233 |
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers.
Amounts in USD thousands | 2024 | 2023 |
Contract assets | ||
Contract assets related to contracts with customers | 21,987 | 22,238 |
Loss allowance | (34) | (53) |
Total contract assets | 21,953 | 22,185 |
Contract liabilities | ||
Contract liabilities related to contracts with customers | 2,367 | 1,978 |
The contract assets primarily relate to the Group\u2019s rights to consideration for work completed but not billed at the reporting date. The Group also recognised a loss allowance for contract assets in accordance with IFRS\u00ae 9, refer note 23 for further information. The contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers, for which revenue is recognised over time.
The vast majority of the Group\u2019s consulting service contracts are billed based on the time incurred. As all contracts have an original expected duration of one year or less, the Group applies the practical expedient under IFRS\u00ae 15 (paragraph 121) and does not disclose the transaction price allocated to unsatisfied performance obligations.
Whilst the Group incurs costs that are necessary to facilitate a sale, those costs would have been incurred even if the customer decided not to execute the contract and therefore have not been capitalised.
Note 5. Segment information
The Group is managed by four distinct business lines under the brands ABL (\u201cThe Energy and Marine Consultants\u201d), AGR (\u201cThe Energy and Software Consultants\u201d), OWC (\u201cThe Renewable Energy Consultants\u201d), and Longitude (\u201cThe Engineering Consultants\u201d). These business lines will also form the basis for the four reportable segments of the Group. The internal management reports provided by management to the Group's Board of Directors, which is the Group\u2019s Chief Operating Decision Maker (\"CODM\"), is in accordance with this structure. No operating segments have been aggregated to form the above four reporting segments.
Management has considered the organisational structure, service offerings of each business unit and performance of certain activities in determining the reportable segments as described above. The main measures of performance for each segment are revenue, operating profit and working capital metrics (trade debtor and unbilled revenue days outstanding).
The AGR segment includes certain Add Energy entities acquired on 11 July 2022, the AGR business acquired on 17 April 2023 and the Ross Offshore business acquired on 17 June 2024 (note 8). Financials for the AGR segment prior to Q2 2023 relates solely to those Add Energy entities. Eliminations reflects the elimination of intra-segment revenue to the extent that these arise within the ABL, OWC, Longitude and AGR.
The segmental information, as provided to the CODM on a monthly basis, is as follows:\t
Amounts in USD thousands | ABL | AGR | OWC | Longitude | Eliminations / Corporate | Total |
Year ended 31 December 2024 | ||||||
Segmental revenue | 142,911 | 120,890 | 34,220 | 13,010 | (1,407) | 309,624 |
Operating profit | 24,484 | 6,017 | (35) | 2,814 | (22,837) | 10,443 |
Finance income | 366 | |||||
Finance expenses | (2,218) | |||||
Net foreign exchange loss | (996) | |||||
Profit before income tax | 7,595 | |||||
Income tax expenses | (2,985) | |||||
Profit after tax | 4,610 | |||||
Amounts in USD thousands | ABL | AGR | OWC | Longitude | Eliminations / Corporate | Total |
Year ended 31 December 2023 | ||||||
Segmental revenue | 138,786 | 66,224 | 41,615 | 12,385 | (7,777) | 251,233 |
Operating profit | 31,896 | 3,119 | 4,200 | 3,014 | (25,699) | 16,530 |
Finance income | 423 | |||||
Finance expenses | (1,666) | |||||
Net foreign exchange loss | (2,842) |
Profit before income tax | 12,445 |
Income tax expenses | (3,768) |
Profit after tax | 8,677 |
The following segment asset information is provided to the CODM for reportable segments:
Amounts in USD thousands | ABL | AGR | OWC | Longitude | Total |
At 31 December 2024 | |||||
Trade receivables | 26,259 | 16,379 | 4,549 | 3,163 | 50,350 |
Contract assets | 12,615 | 5,631 | 2,563 | 1,144 | 21,953 |
Amounts in USD thousands | ABL | AGR | OWC | Longitude | Total |
At 31 December 2023 | |||||
Trade receivables | 28,290 | 11,749 | 5,904 | 1,532 | 47,475 |
Contract assets | 11,402 | 6,028 | 3,645 | 1,110 | 22,185 |
Information about other segment assets and liabilities is not reported to or used by the CODM and, accordingly, no measures of other segment assets and liabilities are reported.
Geographical information
The Group's revenue from external customers and information about its segment assets (non-current assets excluding financial instruments, deferred tax assets and other financial assets) by geographical location are detailed below:
Amounts in USD thousands | 2024 | 2023 |
Revenue from external customers | ||
Norway | 112,096 | 46,524 |
United Kingdom | 78,509 | 82,701 |
Australia | 34,449 | 29,696 |
United Arab Emirates | 25,050 | 23,097 |
United States | 20,653 | 19,510 |
Singapore | 16,732 | 19,598 |
France | 12,600 | 10,202 |
Rest of the World | 9,535 | 19,905 |
Total revenue from external customers | 309,624 | 251,233 |
Amounts in USD thousands | 2024 | 2023 |
Non-current assets (excluding deferred tax assets) | ||
Norway | 33,122 | 30,004 |
United Kingdom | 20,936 | 21,964 |
Singapore | 7,119 | 6,226 |
United Arab Emirates | 6,067 | 6,017 |
Rest of the World | 8,564 | 3,262 |
Total non-current assets | 75,808 | 67,473 |
Non-current assets (excluding deferred tax) is mainly comprised of goodwill, other acquisition related intangibles recognised under IFRS 3 Business Combinations, property, plant and equipment including right-of-use assets and capitalised internally generated software.
The Group does not have any single customer that represents 10% or more of the total revenue for the year. The revenue is derived from a diverse customer base, and the Group is not dependent on any individual customer for a significant portion of its total revenue.
Note 6. Staff Costs
Employee Benefits
Pension obligations
The Group currently operates both defined contribution and defined benefit plans. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The Group's pension obligations primarily relate to defined contribution plans. The Group meets the Norwegian requirements for mandatory occupational pension (\"obligatorisk tjenestepensjon\"). Refer to note 18 for further information regarding other employee's end of service benefits.
Other employees\u2019 benefit obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled in full within 12 months after the end of the period in which the employees render the related services are recognised in respect of employees\u2019 services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. These liabilities are presented as a current liability and included in trade and other payables.
In some countries, the Group also has liabilities for end of service benefits that are not expected to be settled in full within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the income statement. The provision relating to end of service benefits is disclosed as a non-current liability.
Bonus plans
The Group recognises a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company\u2019s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Share-based payments
Share-based compensation benefits are provided to employees via the employee option plan. Information relating to these schemes is set out in note 16.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__24": { "value": "Note 6. Staff Costs
Employee Benefits
Pension obligations
The Group currently operates both defined contribution and defined benefit plans. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The Group's pension obligations primarily relate to defined contribution plans. The Group meets the Norwegian requirements for mandatory occupational pension (\"obligatorisk tjenestepensjon\"). Refer to note 18 for further information regarding other employee's end of service benefits.
Other employees\u2019 benefit obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled in full within 12 months after the end of the period in which the employees render the related services are recognised in respect of employees\u2019 services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. These liabilities are presented as a current liability and included in trade and other payables.
In some countries, the Group also has liabilities for end of service benefits that are not expected to be settled in full within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the income statement. The provision relating to end of service benefits is disclosed as a non-current liability.
Bonus plans
The Group recognises a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company\u2019s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Share-based payments
Share-based compensation benefits are provided to employees via the employee option plan. Information relating to these schemes is set out in note 16.
Amounts in USD thousands | 2024 | 2023 |
Staff Costs | ||
Salaries and wages | 112,633 | 96,628 |
Payroll and social security costs | 13,354 | 11,844 |
Employee's end of service and pension benefits | 5,871 | 4,791 |
Share-based payments | 477 | 1,439 |
Other personnel costs | 17,632 | 10,671 |
Total staff costs | 149,967 | 125,373 |
Average number of employees | 1,687 | 1,089 |
Note 6. Staff Costs
Employee Benefits
Pension obligations
The Group currently operates both defined contribution and defined benefit plans. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The Group's pension obligations primarily relate to defined contribution plans. The Group meets the Norwegian requirements for mandatory occupational pension (\"obligatorisk tjenestepensjon\"). Refer to note 18 for further information regarding other employee's end of service benefits.
Other employees\u2019 benefit obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled in full within 12 months after the end of the period in which the employees render the related services are recognised in respect of employees\u2019 services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. These liabilities are presented as a current liability and included in trade and other payables.
In some countries, the Group also has liabilities for end of service benefits that are not expected to be settled in full within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the income statement. The provision relating to end of service benefits is disclosed as a non-current liability.
Bonus plans
The Group recognises a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company\u2019s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Share-based payments
Share-based compensation benefits are provided to employees via the employee option plan. Information relating to these schemes is set out in note 16.
Amounts in USD thousands | 2024 | 2023 |
Staff Costs | ||
Salaries and wages | 112,633 | 96,628 |
Payroll and social security costs | 13,354 | 11,844 |
Employee's end of service and pension benefits | 5,871 | 4,791 |
Share-based payments | 477 | 1,439 |
Other personnel costs | 17,632 | 10,671 |
Total staff costs | 149,967 | 125,373 |
Average number of employees | 1,687 | 1,089 |
Note 7. Other operating expenses
Amounts in USD thousands | 2024 | 2023 |
Subcontractor costs | 104,062 | 72,202 |
Office lease and maintenance expenses | 684 | 2,603 |
Insurance costs | 3,926 | 3,372 |
Cost of recharged expenses | 8,094 | 7,267 |
Transaction costs related to acquisitions | 315 | 720 |
Expenses relating to short-term or low value leases | 2,224 | 1,541 |
General and administrative expenses | 23,823 | 16,324 |
Total other operating expenses | 143,128 | 104,029 |
Remuneration to auditors1 | ||
Audit fees | 1,251 | 1,094 |
Other assurance services | 150 | 114 |
Other services | 62 | 158 |
Total renumeration to auditors | 1,463 | 1,366 |
1All fees are exclusive of VAT
Operating expenses are recognised on an accrual basis in the period in which they are incurred and include all costs associated with the day-to-day operations of the Group. These expenses are recognised when the related goods or services are received.
Note 12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Fixtures and office equipment: 2- 5 years
Vehicles: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
Right-of-use assets
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Rental contracts, typically for office premises, are often entered into for fixed periods of 6 months to 10 years and may have extension options.
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for a right-of-use asset is equal to the corresponding lease term. If there is evidence that the remaining useful life of the underlying asset is lower than the lease term, then the useful life is used.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group applies the short-term lease recognition exemption to its short-term leases. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease terms.
The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if the Group is reasonably certain that they will be exercised.
Amounts in USD thousands | Right-of-use buildings | Fixturesand officeequipment | Vehicles | Total |
Cost at 1 January 2023 | 11,947 | 5,058 | 88 | 17,093 |
Additions | 98 | 968 | - | 1,066 |
Acquired through business combinations | 1,157 | 279 | - | 1,436 |
Disposals | (106) | (303) | (5) | (414) |
Exchange differences | 666 | 234 | 8 | 908 |
Cost at 31 December 2023 | 13,762 | 6,236 | 91 | 20,089 |
Accumulated depreciation at 1 January 2023 | 4,045 | 2,967 | 78 | 7,090 |
Charge for the year | 2,390 | 944 | 7 | 3,341 |
Disposals | (106) | (301) | (22) | (429) |
Exchange differences | (715) | 166 | 23 | (526) |
Accumulated depreciation at 31 December 2023 | 5,614 | 3,776 | 86 | 9,476 |
Cost at 1 January 2024 | 13,762 | 6,236 | 91 | 20,089 |
Additions | 2,136 | 1,281 | 45 | 3,462 |
Acquired through business combinations | 146 | 5 | 112 | 263 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 321 | (284) | 113 | 150 |
Cost at 31 December 2024 | 13,413 | 6,770 | 361 | 20,544 |
Accumulated depreciation at 1 January 2024 | 5,614 | 3,776 | 86 | 9,476 |
Charge for the year | 2,443 | 1,172 | 44 | 3,659 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 41 | 440 | 119 | 600 |
Accumulated depreciation at 31 December 2024 | 5,146 | 4,920 | 249 | 10,315 |
Carrying amount at 31 December 2024 | 8,267 | 1,850 | 112 | 10,229 |
Carrying amount at 31 December 2023 | 8,148 | 2,460 | 5 | 10,613 |
See note 17 for further information on the lease liabilities relating to the above right-of-use assets.
Note 7. Other operating expenses
Amounts in USD thousands | 2024 | 2023 |
Subcontractor costs | 104,062 | 72,202 |
Office lease and maintenance expenses | 684 | 2,603 |
Insurance costs | 3,926 | 3,372 |
Cost of recharged expenses | 8,094 | 7,267 |
Transaction costs related to acquisitions | 315 | 720 |
Expenses relating to short-term or low value leases | 2,224 | 1,541 |
General and administrative expenses | 23,823 | 16,324 |
Total other operating expenses | 143,128 | 104,029 |
Remuneration to auditors1 | ||
Audit fees | 1,251 | 1,094 |
Other assurance services | 150 | 114 |
Other services | 62 | 158 |
Total renumeration to auditors | 1,463 | 1,366 |
1All fees are exclusive of VAT
Operating expenses are recognised on an accrual basis in the period in which they are incurred and include all costs associated with the day-to-day operations of the Group. These expenses are recognised when the related goods or services are received.
Note 7. Other operating expenses
Amounts in USD thousands | 2024 | 2023 |
Subcontractor costs | 104,062 | 72,202 |
Office lease and maintenance expenses | 684 | 2,603 |
Insurance costs | 3,926 | 3,372 |
Cost of recharged expenses | 8,094 | 7,267 |
Transaction costs related to acquisitions | 315 | 720 |
Expenses relating to short-term or low value leases | 2,224 | 1,541 |
General and administrative expenses | 23,823 | 16,324 |
Total other operating expenses | 143,128 | 104,029 |
Remuneration to auditors1 | ||
Audit fees | 1,251 | 1,094 |
Other assurance services | 150 | 114 |
Other services | 62 | 158 |
Total renumeration to auditors | 1,463 | 1,366 |
1All fees are exclusive of VAT
Operating expenses are recognised on an accrual basis in the period in which they are incurred and include all costs associated with the day-to-day operations of the Group. These expenses are recognised when the related goods or services are received.
Note 7. Other operating expenses
Amounts in USD thousands | 2024 | 2023 |
Subcontractor costs | 104,062 | 72,202 |
Office lease and maintenance expenses | 684 | 2,603 |
Insurance costs | 3,926 | 3,372 |
Cost of recharged expenses | 8,094 | 7,267 |
Transaction costs related to acquisitions | 315 | 720 |
Expenses relating to short-term or low value leases | 2,224 | 1,541 |
General and administrative expenses | 23,823 | 16,324 |
Total other operating expenses | 143,128 | 104,029 |
Remuneration to auditors1 | ||
Audit fees | 1,251 | 1,094 |
Other assurance services | 150 | 114 |
Other services | 62 | 158 |
Total renumeration to auditors | 1,463 | 1,366 |
1All fees are exclusive of VAT
Operating expenses are recognised on an accrual basis in the period in which they are incurred and include all costs associated with the day-to-day operations of the Group. These expenses are recognised when the related goods or services are received.
Note 8. Business combinations
The acquisition method of accounting is used to account for all business combinations in accordance with IFRS\u00ae 3, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
fair values of the assets transferred
liabilities incurred to the former owners of the acquired business
equity interests issued by the Group
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity\u2019s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability is subsequently remeasured to fair value, with changes in fair value recognised in the income statement.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer\u2019s previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period ends as soon as the Group receives the necessary information about the facts and circumstances that existed as of the acquisition date or learns that the information is not obtainable. However, the measurement period cannot exceed one year from the acquisition date.
Business combinations during 2024
Acquisition of Ross Offshore
On 17 June 2024, the Group acquired 100% of the share capital of the specialist energy consultancy Ross Offshore AS and its subsidiaries (\"Ross Offshore\") for a total consideration of NOK 101.4 million, equating to approximately USD 9.5 million at the exchange rate on the date of completion. Ross Offshore will be reported under the AGR segment and will expand and further strengthen the Group\u2019s service offerings in wells, reservoir operations and other consultancy services.
The purchase price allocation is based on Management's best estimate of the fair value of the identifiable assets acquired and liabilities assumed.
Management considers that the assumptions used in the purchase price allocation are appropriate as at 31 December 2024. Goodwill arises from the value of the assembled workforce and the strong market position held by Ross Offshore in its operating markets and is not deductible for tax purposes.
The Group identified USD 2.2 million in value which was attributed to customer relations, together with an associated deferred tax liability of USD 0.7 million. The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Ross Offshore was consolidated on 30 June 2024 with results of the acquired business being included in the Group income statement from 1 July 2024. From the date control was obtained, the revenues and operating profit for 2024 of Ross Offshore amounted to USD 34.4 million and USD 0.7 million respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 343.6 million and USD 10.6 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 0.2 million.
Acquisition of Hidromod
On 1 October 2024, the Group acquired 100 percent of the share capital of Hidromod - Modela\u00e7\u00e3o em Engenharia, Lda (\"Hidromod\"), a specialist in water management, coastal dynamics and urban hydraulics for a cash consideration of USD 0.8 million and up to a further USD 0.4 million in contingent consideration dependant on Hidromod\u2019s performance in the years ending 2025 to 2027. The acquisition enhances the Group\u2019s offerings in ports and harbours consultancy, climate change risk assessment and adaptation.
The fair value of the contingent consideration as of 31 December 2024 is USD 0.4 million.
Goodwill arises from the value of the assembled workforce and the strong market position held by Hidromod in its operating markets and is not deductible for tax purposes.
The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Hidromod was consolidated on 1 October 2024 with results of the acquired business being included in the Group income statement from that date. From the date control was obtained, the revenues and operating profit for 2024 of Hidromod amounted to USD 0.4 million and nil respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 310.6 million and USD 10.7 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 15,000.
Details of the purchase consideration, provisional net assets and goodwill acquired are as follows:
Amounts in USD thousands | Ross Offshore | Hidromod | |
Purchase consideration | |||
Cash consideration | 9,459 | 756 | |
Contingent consideration | - | 396 | |
Total purchase consideration | 9,459 | 1,152 | |
Amounts in USD thousands | Ross Offshore | Hidromod | |
Fair value of net assets acquired | |||
Property, plant and equipment including right of use assets | 400 | 267 | |
Intangible assets - Customer relations | 2,153 | - | |
Deferred tax assets | 25 | - | |
Investments in associated companies | 136 | - | |
Trade and other receivables | 9,700 | 412 | |
Contract assets | 1,621 | 246 | |
Other current assets | 124 | 39 | |
Cash and bank deposits | 4,031 | 415 | |
Non-current lease liabilities | (219) | (123) | |
Deferred tax liabilities | (705) | - | |
Trade and other payables | (11,796) | (239) | |
Contract liabilities | (4,408) | - | |
Current lease liabilities | (121) | (31) | |
Net identifiable assets acquired | 941 | 986 | |
Goodwill | 8,518 | 166 | |
Net assets acquired | 9,459 | 1,152 | |
Amounts in USD thousands | Other | Ross Offshore | Hidromod |
Net cash flow on acquisition of subsidiaries | |||
Cash consideration | - | 9,459 | 756 |
Cash acquired on acquisition | - | (4,031) | (415) |
Cash paid to owners of previously acquired business1 | 170 | - | - |
Net cash flow - investing activities | 170 | 5,428 | 341 |
1The amount of USD 170,000 in Other relates to cash payments of contingent consideration to the previous ownersof East Point Geo Limited.
Note 8. Business combinations
The acquisition method of accounting is used to account for all business combinations in accordance with IFRS\u00ae 3, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
fair values of the assets transferred
liabilities incurred to the former owners of the acquired business
equity interests issued by the Group
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity\u2019s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability is subsequently remeasured to fair value, with changes in fair value recognised in the income statement.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer\u2019s previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period ends as soon as the Group receives the necessary information about the facts and circumstances that existed as of the acquisition date or learns that the information is not obtainable. However, the measurement period cannot exceed one year from the acquisition date.
Business combinations during 2024
Acquisition of Ross Offshore
On 17 June 2024, the Group acquired 100% of the share capital of the specialist energy consultancy Ross Offshore AS and its subsidiaries (\"Ross Offshore\") for a total consideration of NOK 101.4 million, equating to approximately USD 9.5 million at the exchange rate on the date of completion. Ross Offshore will be reported under the AGR segment and will expand and further strengthen the Group\u2019s service offerings in wells, reservoir operations and other consultancy services.
The purchase price allocation is based on Management's best estimate of the fair value of the identifiable assets acquired and liabilities assumed.
Management considers that the assumptions used in the purchase price allocation are appropriate as at 31 December 2024. Goodwill arises from the value of the assembled workforce and the strong market position held by Ross Offshore in its operating markets and is not deductible for tax purposes.
The Group identified USD 2.2 million in value which was attributed to customer relations, together with an associated deferred tax liability of USD 0.7 million. The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Ross Offshore was consolidated on 30 June 2024 with results of the acquired business being included in the Group income statement from 1 July 2024. From the date control was obtained, the revenues and operating profit for 2024 of Ross Offshore amounted to USD 34.4 million and USD 0.7 million respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 343.6 million and USD 10.6 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 0.2 million.
Acquisition of Hidromod
On 1 October 2024, the Group acquired 100 percent of the share capital of Hidromod - Modela\u00e7\u00e3o em Engenharia, Lda (\"Hidromod\"), a specialist in water management, coastal dynamics and urban hydraulics for a cash consideration of USD 0.8 million and up to a further USD 0.4 million in contingent consideration dependant on Hidromod\u2019s performance in the years ending 2025 to 2027. The acquisition enhances the Group\u2019s offerings in ports and harbours consultancy, climate change risk assessment and adaptation.
The fair value of the contingent consideration as of 31 December 2024 is USD 0.4 million.
Goodwill arises from the value of the assembled workforce and the strong market position held by Hidromod in its operating markets and is not deductible for tax purposes.
The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Hidromod was consolidated on 1 October 2024 with results of the acquired business being included in the Group income statement from that date. From the date control was obtained, the revenues and operating profit for 2024 of Hidromod amounted to USD 0.4 million and nil respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 310.6 million and USD 10.7 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 15,000.
Details of the purchase consideration, provisional net assets and goodwill acquired are as follows:
Amounts in USD thousands | Ross Offshore | Hidromod | |
Purchase consideration | |||
Cash consideration | 9,459 | 756 | |
Contingent consideration | - | 396 | |
Total purchase consideration | 9,459 | 1,152 | |
Amounts in USD thousands | Ross Offshore | Hidromod | |
Fair value of net assets acquired | |||
Property, plant and equipment including right of use assets | 400 | 267 | |
Intangible assets - Customer relations | 2,153 | - | |
Deferred tax assets | 25 | - | |
Investments in associated companies | 136 | - | |
Trade and other receivables | 9,700 | 412 | |
Contract assets | 1,621 | 246 | |
Other current assets | 124 | 39 | |
Cash and bank deposits | 4,031 | 415 | |
Non-current lease liabilities | (219) | (123) | |
Deferred tax liabilities | (705) | - | |
Trade and other payables | (11,796) | (239) | |
Contract liabilities | (4,408) | - | |
Current lease liabilities | (121) | (31) | |
Net identifiable assets acquired | 941 | 986 | |
Goodwill | 8,518 | 166 | |
Net assets acquired | 9,459 | 1,152 | |
Amounts in USD thousands | Other | Ross Offshore | Hidromod |
Net cash flow on acquisition of subsidiaries | |||
Cash consideration | - | 9,459 | 756 |
Cash acquired on acquisition | - | (4,031) | (415) |
Cash paid to owners of previously acquired business1 | 170 | - | - |
Net cash flow - investing activities | 170 | 5,428 | 341 |
1The amount of USD 170,000 in Other relates to cash payments of contingent consideration to the previous ownersof East Point Geo Limited.
Note 8. Business combinations
The acquisition method of accounting is used to account for all business combinations in accordance with IFRS\u00ae 3, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
fair values of the assets transferred
liabilities incurred to the former owners of the acquired business
equity interests issued by the Group
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest\u2019s proportionate share of the acquired entity\u2019s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity\u2019s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability is subsequently remeasured to fair value, with changes in fair value recognised in the income statement.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer\u2019s previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period ends as soon as the Group receives the necessary information about the facts and circumstances that existed as of the acquisition date or learns that the information is not obtainable. However, the measurement period cannot exceed one year from the acquisition date.
Business combinations during 2024
Acquisition of Ross Offshore
On 17 June 2024, the Group acquired 100% of the share capital of the specialist energy consultancy Ross Offshore AS and its subsidiaries (\"Ross Offshore\") for a total consideration of NOK 101.4 million, equating to approximately USD 9.5 million at the exchange rate on the date of completion. Ross Offshore will be reported under the AGR segment and will expand and further strengthen the Group\u2019s service offerings in wells, reservoir operations and other consultancy services.
The purchase price allocation is based on Management's best estimate of the fair value of the identifiable assets acquired and liabilities assumed.
Management considers that the assumptions used in the purchase price allocation are appropriate as at 31 December 2024. Goodwill arises from the value of the assembled workforce and the strong market position held by Ross Offshore in its operating markets and is not deductible for tax purposes.
The Group identified USD 2.2 million in value which was attributed to customer relations, together with an associated deferred tax liability of USD 0.7 million. The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Ross Offshore was consolidated on 30 June 2024 with results of the acquired business being included in the Group income statement from 1 July 2024. From the date control was obtained, the revenues and operating profit for 2024 of Ross Offshore amounted to USD 34.4 million and USD 0.7 million respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 343.6 million and USD 10.6 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 0.2 million.
Acquisition of Hidromod
On 1 October 2024, the Group acquired 100 percent of the share capital of Hidromod - Modela\u00e7\u00e3o em Engenharia, Lda (\"Hidromod\"), a specialist in water management, coastal dynamics and urban hydraulics for a cash consideration of USD 0.8 million and up to a further USD 0.4 million in contingent consideration dependant on Hidromod\u2019s performance in the years ending 2025 to 2027. The acquisition enhances the Group\u2019s offerings in ports and harbours consultancy, climate change risk assessment and adaptation.
The fair value of the contingent consideration as of 31 December 2024 is USD 0.4 million.
Goodwill arises from the value of the assembled workforce and the strong market position held by Hidromod in its operating markets and is not deductible for tax purposes.
The fair value of acquired trade receivables was equal to its book value, with no expected credit losses.
Hidromod was consolidated on 1 October 2024 with results of the acquired business being included in the Group income statement from that date. From the date control was obtained, the revenues and operating profit for 2024 of Hidromod amounted to USD 0.4 million and nil respectively. The combined revenue and earnings for 2024 for the Group and the acquired businesses would have amounted to USD 310.6 million and USD 10.7 million, respectively, if control had been obtained on 1 January 2024.
Acquisition costs included in other operating expenses amounted to USD 15,000.
Details of the purchase consideration, provisional net assets and goodwill acquired are as follows:
Amounts in USD thousands | Ross Offshore | Hidromod | |
Purchase consideration | |||
Cash consideration | 9,459 | 756 | |
Contingent consideration | - | 396 | |
Total purchase consideration | 9,459 | 1,152 | |
Amounts in USD thousands | Ross Offshore | Hidromod | |
Fair value of net assets acquired | |||
Property, plant and equipment including right of use assets | 400 | 267 | |
Intangible assets - Customer relations | 2,153 | - | |
Deferred tax assets | 25 | - | |
Investments in associated companies | 136 | - | |
Trade and other receivables | 9,700 | 412 | |
Contract assets | 1,621 | 246 | |
Other current assets | 124 | 39 | |
Cash and bank deposits | 4,031 | 415 | |
Non-current lease liabilities | (219) | (123) | |
Deferred tax liabilities | (705) | - | |
Trade and other payables | (11,796) | (239) | |
Contract liabilities | (4,408) | - | |
Current lease liabilities | (121) | (31) | |
Net identifiable assets acquired | 941 | 986 | |
Goodwill | 8,518 | 166 | |
Net assets acquired | 9,459 | 1,152 | |
Amounts in USD thousands | Other | Ross Offshore | Hidromod |
Net cash flow on acquisition of subsidiaries | |||
Cash consideration | - | 9,459 | 756 |
Cash acquired on acquisition | - | (4,031) | (415) |
Cash paid to owners of previously acquired business1 | 170 | - | - |
Net cash flow - investing activities | 170 | 5,428 | 341 |
1The amount of USD 170,000 in Other relates to cash payments of contingent consideration to the previous ownersof East Point Geo Limited.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 9. Financial items
Amounts in USD thousands | 2024 | 2023 |
Finance income | ||
Interest income | 71 | 167 |
Other finance income | 295 | 256 |
Total finance income | 366 | 423 |
Finance expenses | ||
Interest on obligations under finance leases | 291 | 404 |
Interest expenses | 1,296 | 888 |
Other finance expenses | 631 | 374 |
Total finance expenses | 2,218 | 1,666 |
Foreign exchange loss | ||
Net foreign exchange loss | 996 | 2,842 |
Interest income
Interest income is earned on bank deposits and recognised in the consolidated income statement using the effective interest method.
Other finance income
Other finance income comprises non-operating, finance-related gains, which are recognised in profit or loss as they arise.
Interest expense on lease liabilities
Interest expense on lease liabilities is recognised using the effective interest method over the lease term, in accordance with IFRS 16.
Interest expense
Interest expense is recognised in the income statement using the effective interest method. This includes interest incurred on borrowings and other financial liabilities measured at amortised cost.
Other finance expenses
Other finance expenses include other non-operating finance-related costs. These are recognised in profit or loss as incurred.
Net foreign exchange loss
The net foreign exchange loss includes foreign currency loss related to bank accounts in the company and its subsidiaries, which have bank accounts in currencies other than their functional currencies.
Note 10. Income Tax
The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates 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, based on amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, 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.
Investment allowances and similar tax incentives
Companies within the Group may be entitled to claim special tax deductions for investments in qualifying assets or in relation to qualifying expenditure (e.g. the Research and Development Tax Incentive regime or other investment allowances). The group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current tax expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets.
Amounts in USD thousands | 2024 | 2023 |
Income tax expenses on pre-tax profit | ||
Income tax charge | 3,077 | 2,447 |
Withholding taxes | 321 | 1,388 |
Deferred tax (credit) / charge | (413) | (68) |
Total income tax expenses on pre-tax profit | 2,985 | 3,767 |
Income tax expenses on other comprehensive income | (388) | (793) |
Total income tax expenses on other comprehensive income | (388) | (793) |
Income Tax | ||
Current year income tax | 2,174 | 2,361 |
Changes in estimates relating to prior years | 903 | 86 |
Total income tax charge | 3,077 | 2,447 |
Deferred tax assets | ||
Deferred tax on temporary differences | 4,400 | 5,308 |
Total deferred tax assets | 4,400 | 5,308 |
Movement in the deferred tax assets | ||
At 1 January | 5,308 | 1,744 |
Income statement charge | (33) | (33) |
Reversal of temporary timing differences | (900) | - |
Increase as a result of a business combinations | 25 | 3,597 |
At 31 December | 4,400 | 5,308 |
Deferred tax liabilities | ||
Deferred tax on temporary differences | 4,100 | 4,687 |
Total deferred tax liabilities | 4,100 | 4,687 |
Movement in deferred tax liabilities | ||
At 1 January | 4,687 | 2,516 |
Income statement (credit) / charge | (446) | (240) |
Increase as a result of a business combinations | 705 | 2,410 |
Reversal of temporary timing differences | (843) | - |
Exchange differences | (3) | 1 |
At 31 December | 4,100 | 4,687 |
Reconciliation of the effective tax rate:
Profit before income tax | 7,595 | 12,445 |
Income tax using the Group\u2019s domestic tax rate of 22% (2023 - 22%) | 1,671 | 2,738 |
Effect of non-deductible expenses or non-taxable income | 443 | 85 |
Effect of tax incentives and exempt income | (77) | (48) |
Effect of tax rates in other countries | (333) | (548) |
Deferred tax assets not recognised | - | 66 |
Withholding taxes | 321 | 1,388 |
Reversal of temporary timing differences | 57 | - |
Income tax related to prior years | 903 | 86 |
Income tax expense recognised in profit or loss | 2,985 | 3,767 |
The Group has recognised deferred tax assets in respect of carry forward losses of its various subsidiaries as at 31 December 2024 and 2023. Management\u2019s projections of future taxable income and tax optimisation strategies support the assumption that it is probable that sufficient taxable income will be available to utilise these deferred tax assets.
Deferred tax assets on the tax losses relating to certain subsidiaries have not been recognised by the Group, due to uncertainty of its recoverability. The use of these tax losses is subject to the certain provisions of the tax legislation of the respective countries in which the companies operate. The deferred tax assets not recognised of USD 66,000 at 31 December 2024 (31 December 2023: USD 66,000) stated above is mainly related to tax losses carry forward.
Deferred taxes on unrealised foreign exchange gain or loss relating to long terms loans considered as net investment in subsidiaries are recognised in other comprehensive income and presented within equity in the foreign currency translation reserve. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the consolidated income statement.
Deferred tax asset and deferred tax liabilities are presented separately due to different tax regimes.
In certain countries, withholding taxes are deducted by clients on the invoices issued. Due to uncertainty of its recoverability, these are recognised in the consolidated income statement.
Goodwill is not deductible for tax purposes and are recognised in profit or loss as incurred.
Note 10. Income Tax
The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates 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, based on amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, 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.
Investment allowances and similar tax incentives
Companies within the Group may be entitled to claim special tax deductions for investments in qualifying assets or in relation to qualifying expenditure (e.g. the Research and Development Tax Incentive regime or other investment allowances). The group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current tax expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets.
Amounts in USD thousands | 2024 | 2023 |
Income tax expenses on pre-tax profit | ||
Income tax charge | 3,077 | 2,447 |
Withholding taxes | 321 | 1,388 |
Deferred tax (credit) / charge | (413) | (68) |
Total income tax expenses on pre-tax profit | 2,985 | 3,767 |
Income tax expenses on other comprehensive income | (388) | (793) |
Total income tax expenses on other comprehensive income | (388) | (793) |
Income Tax | ||
Current year income tax | 2,174 | 2,361 |
Changes in estimates relating to prior years | 903 | 86 |
Total income tax charge | 3,077 | 2,447 |
Deferred tax assets | ||
Deferred tax on temporary differences | 4,400 | 5,308 |
Total deferred tax assets | 4,400 | 5,308 |
Movement in the deferred tax assets | ||
At 1 January | 5,308 | 1,744 |
Income statement charge | (33) | (33) |
Reversal of temporary timing differences | (900) | - |
Increase as a result of a business combinations | 25 | 3,597 |
At 31 December | 4,400 | 5,308 |
Deferred tax liabilities | ||
Deferred tax on temporary differences | 4,100 | 4,687 |
Total deferred tax liabilities | 4,100 | 4,687 |
Movement in deferred tax liabilities | ||
At 1 January | 4,687 | 2,516 |
Income statement (credit) / charge | (446) | (240) |
Increase as a result of a business combinations | 705 | 2,410 |
Reversal of temporary timing differences | (843) | - |
Exchange differences | (3) | 1 |
At 31 December | 4,100 | 4,687 |
Reconciliation of the effective tax rate:
Profit before income tax | 7,595 | 12,445 |
Income tax using the Group\u2019s domestic tax rate of 22% (2023 - 22%) | 1,671 | 2,738 |
Effect of non-deductible expenses or non-taxable income | 443 | 85 |
Effect of tax incentives and exempt income | (77) | (48) |
Effect of tax rates in other countries | (333) | (548) |
Deferred tax assets not recognised | - | 66 |
Withholding taxes | 321 | 1,388 |
Reversal of temporary timing differences | 57 | - |
Income tax related to prior years | 903 | 86 |
Income tax expense recognised in profit or loss | 2,985 | 3,767 |
The Group has recognised deferred tax assets in respect of carry forward losses of its various subsidiaries as at 31 December 2024 and 2023. Management\u2019s projections of future taxable income and tax optimisation strategies support the assumption that it is probable that sufficient taxable income will be available to utilise these deferred tax assets.
Deferred tax assets on the tax losses relating to certain subsidiaries have not been recognised by the Group, due to uncertainty of its recoverability. The use of these tax losses is subject to the certain provisions of the tax legislation of the respective countries in which the companies operate. The deferred tax assets not recognised of USD 66,000 at 31 December 2024 (31 December 2023: USD 66,000) stated above is mainly related to tax losses carry forward.
Deferred taxes on unrealised foreign exchange gain or loss relating to long terms loans considered as net investment in subsidiaries are recognised in other comprehensive income and presented within equity in the foreign currency translation reserve. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the consolidated income statement.
Deferred tax asset and deferred tax liabilities are presented separately due to different tax regimes.
In certain countries, withholding taxes are deducted by clients on the invoices issued. Due to uncertainty of its recoverability, these are recognised in the consolidated income statement.
Goodwill is not deductible for tax purposes and are recognised in profit or loss as incurred.
Note 10. Income Tax
The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates 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, based on amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__43": { "value": "Note 11. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
Amounts in USD thousands | 2024 | 2023 |
Earnings for the calculation of basic and diluted earnings per share | ||
Profit attributable to shareholders of the parent company | 4,359 | 8,400 |
Number of shares (thousands) | ||
Weighted average number of ordinary shares for the calculation of basic earnings per share | 128,907 | 117,702 |
Effect of dilutive potential ordinary shares | 3,468 | 7,716 |
Weighted average number of ordinary shares for the calculation of diluted earnings per share | 132,375 | 125,418 |
Basic earnings per share (USD) | 0.03 | 0.07 |
Diluted earnings per share (USD) | 0.03 | 0.07 |
Total number of potentially dilutive and actual number of dilutive share options are show below:
Number of instruments (in thousands) | 2024 | 2023 |
Employee share options (note 16) | 4,948 | 10,023 |
Conditional warrants | - | 1,000 |
Consideration shares | 517 | 664 |
Total number of options and warrants | 5,465 | 11,687 |
Dilutive effect of the above instruments | ||
Employee share options (note 16) | 3,121 | 6,063 |
Conditional warrants | - | 993 |
Consideration shares | 287 | 660 |
Dilutive number of options and warrants | 3,468 | 7,716 |
Note 11. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__47": { "value": "Note 12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Fixtures and office equipment: 2- 5 years
Vehicles: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
Right-of-use assets
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Rental contracts, typically for office premises, are often entered into for fixed periods of 6 months to 10 years and may have extension options.
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for a right-of-use asset is equal to the corresponding lease term. If there is evidence that the remaining useful life of the underlying asset is lower than the lease term, then the useful life is used.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group applies the short-term lease recognition exemption to its short-term leases. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease terms.
The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if the Group is reasonably certain that they will be exercised.
Amounts in USD thousands | Right-of-use buildings | Fixturesand officeequipment | Vehicles | Total |
Cost at 1 January 2023 | 11,947 | 5,058 | 88 | 17,093 |
Additions | 98 | 968 | - | 1,066 |
Acquired through business combinations | 1,157 | 279 | - | 1,436 |
Disposals | (106) | (303) | (5) | (414) |
Exchange differences | 666 | 234 | 8 | 908 |
Cost at 31 December 2023 | 13,762 | 6,236 | 91 | 20,089 |
Accumulated depreciation at 1 January 2023 | 4,045 | 2,967 | 78 | 7,090 |
Charge for the year | 2,390 | 944 | 7 | 3,341 |
Disposals | (106) | (301) | (22) | (429) |
Exchange differences | (715) | 166 | 23 | (526) |
Accumulated depreciation at 31 December 2023 | 5,614 | 3,776 | 86 | 9,476 |
Cost at 1 January 2024 | 13,762 | 6,236 | 91 | 20,089 |
Additions | 2,136 | 1,281 | 45 | 3,462 |
Acquired through business combinations | 146 | 5 | 112 | 263 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 321 | (284) | 113 | 150 |
Cost at 31 December 2024 | 13,413 | 6,770 | 361 | 20,544 |
Accumulated depreciation at 1 January 2024 | 5,614 | 3,776 | 86 | 9,476 |
Charge for the year | 2,443 | 1,172 | 44 | 3,659 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 41 | 440 | 119 | 600 |
Accumulated depreciation at 31 December 2024 | 5,146 | 4,920 | 249 | 10,315 |
Carrying amount at 31 December 2024 | 8,267 | 1,850 | 112 | 10,229 |
Carrying amount at 31 December 2023 | 8,148 | 2,460 | 5 | 10,613 |
See note 17 for further information on the lease liabilities relating to the above right-of-use assets.
Note 12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Fixtures and office equipment: 2- 5 years
Vehicles: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
Right-of-use assets
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Rental contracts, typically for office premises, are often entered into for fixed periods of 6 months to 10 years and may have extension options.
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for a right-of-use asset is equal to the corresponding lease term. If there is evidence that the remaining useful life of the underlying asset is lower than the lease term, then the useful life is used.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group applies the short-term lease recognition exemption to its short-term leases. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease terms.
The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if the Group is reasonably certain that they will be exercised.
Amounts in USD thousands | Right-of-use buildings | Fixturesand officeequipment | Vehicles | Total |
Cost at 1 January 2023 | 11,947 | 5,058 | 88 | 17,093 |
Additions | 98 | 968 | - | 1,066 |
Acquired through business combinations | 1,157 | 279 | - | 1,436 |
Disposals | (106) | (303) | (5) | (414) |
Exchange differences | 666 | 234 | 8 | 908 |
Cost at 31 December 2023 | 13,762 | 6,236 | 91 | 20,089 |
Accumulated depreciation at 1 January 2023 | 4,045 | 2,967 | 78 | 7,090 |
Charge for the year | 2,390 | 944 | 7 | 3,341 |
Disposals | (106) | (301) | (22) | (429) |
Exchange differences | (715) | 166 | 23 | (526) |
Accumulated depreciation at 31 December 2023 | 5,614 | 3,776 | 86 | 9,476 |
Cost at 1 January 2024 | 13,762 | 6,236 | 91 | 20,089 |
Additions | 2,136 | 1,281 | 45 | 3,462 |
Acquired through business combinations | 146 | 5 | 112 | 263 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 321 | (284) | 113 | 150 |
Cost at 31 December 2024 | 13,413 | 6,770 | 361 | 20,544 |
Accumulated depreciation at 1 January 2024 | 5,614 | 3,776 | 86 | 9,476 |
Charge for the year | 2,443 | 1,172 | 44 | 3,659 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 41 | 440 | 119 | 600 |
Accumulated depreciation at 31 December 2024 | 5,146 | 4,920 | 249 | 10,315 |
Carrying amount at 31 December 2024 | 8,267 | 1,850 | 112 | 10,229 |
Carrying amount at 31 December 2023 | 8,148 | 2,460 | 5 | 10,613 |
See note 17 for further information on the lease liabilities relating to the above right-of-use assets.
Note 12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Fixtures and office equipment: 2- 5 years
Vehicles: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
Right-of-use assets
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Rental contracts, typically for office premises, are often entered into for fixed periods of 6 months to 10 years and may have extension options.
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for a right-of-use asset is equal to the corresponding lease term. If there is evidence that the remaining useful life of the underlying asset is lower than the lease term, then the useful life is used.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group applies the short-term lease recognition exemption to its short-term leases. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease terms.
The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if the Group is reasonably certain that they will be exercised.
Amounts in USD thousands | Right-of-use buildings | Fixturesand officeequipment | Vehicles | Total |
Cost at 1 January 2023 | 11,947 | 5,058 | 88 | 17,093 |
Additions | 98 | 968 | - | 1,066 |
Acquired through business combinations | 1,157 | 279 | - | 1,436 |
Disposals | (106) | (303) | (5) | (414) |
Exchange differences | 666 | 234 | 8 | 908 |
Cost at 31 December 2023 | 13,762 | 6,236 | 91 | 20,089 |
Accumulated depreciation at 1 January 2023 | 4,045 | 2,967 | 78 | 7,090 |
Charge for the year | 2,390 | 944 | 7 | 3,341 |
Disposals | (106) | (301) | (22) | (429) |
Exchange differences | (715) | 166 | 23 | (526) |
Accumulated depreciation at 31 December 2023 | 5,614 | 3,776 | 86 | 9,476 |
Cost at 1 January 2024 | 13,762 | 6,236 | 91 | 20,089 |
Additions | 2,136 | 1,281 | 45 | 3,462 |
Acquired through business combinations | 146 | 5 | 112 | 263 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 321 | (284) | 113 | 150 |
Cost at 31 December 2024 | 13,413 | 6,770 | 361 | 20,544 |
Accumulated depreciation at 1 January 2024 | 5,614 | 3,776 | 86 | 9,476 |
Charge for the year | 2,443 | 1,172 | 44 | 3,659 |
Disposals | (2,952) | (468) | - | (3,420) |
Exchange differences | 41 | 440 | 119 | 600 |
Accumulated depreciation at 31 December 2024 | 5,146 | 4,920 | 249 | 10,315 |
Carrying amount at 31 December 2024 | 8,267 | 1,850 | 112 | 10,229 |
Carrying amount at 31 December 2023 | 8,148 | 2,460 | 5 | 10,613 |
See note 17 for further information on the lease liabilities relating to the above right-of-use assets.
Note 12. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Fixtures and office equipment: 2- 5 years
Vehicles: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__45": { "value": "Right-of-use assets
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Rental contracts, typically for office premises, are often entered into for fixed periods of 6 months to 10 years and may have extension options.
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for a right-of-use asset is equal to the corresponding lease term. If there is evidence that the remaining useful life of the underlying asset is lower than the lease term, then the useful life is used.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group applies the short-term lease recognition exemption to its short-term leases. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease terms.
The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if the Group is reasonably certain that they will be exercised.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__52": { "value": "Note 13. Goodwill and intangible assets
Goodwill
Goodwill is measured as described in note 8. Goodwill has an indefinite useful life and is therefore not amortised. Instead, it is tested for impairment at least annually or whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (\u2018CGUs\u2019) expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata, on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Customer relations
The customer contracts were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line, based on the timing of projected cash flows of the contracts over their estimated useful lives of 5-15 years.
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internally generatedsoftware | Total |
Cost at 1 January 2023 | 29,218 | 4,275 | 1,386 | 502 | 35,382 |
Acquired through business combinations | 14,764 | 6,736 | 3,284 | 2,478 | 27,262 |
Additions | - | - | - | 1,454 | 1,454 |
Effect of movements in exchange rates | 290 | 126 | 66 | 48 | 529 |
Cost at 31 December 2023 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Accumulated amortisation and impairment at 1 January 2023 | 5,141 | 740 | 46 | 72 | 5,999 |
Amortisation charge | - | 1,087 | 92 | 782 | 1,961 |
Effect of movements in exchange rates | (154) | (6) | - | - | (160) |
Acumulated amortisation and impair-ment at 31 December 2023 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Cost at 1 January 2024 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Acquired through business combinations | 8,684 | 2,153 | - | - | 10,837 |
Additions | - | - | - | 2,001 | 2,001 |
Effect of movements in exchange rates | (2,691) | 840 | (79) | (843) | (2,773) |
Cost at 31 December 2024 | 50,265 | 14,130 | 4,657 | 5,641 | 74,692 |
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internallygenerated software | Total |
Accumulated amortisation and impairment at 1 January 2024 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Amortisation charge | - | 1,479 | 92 | 855 | 2,426 |
Effect of movements in exchange rates | (476) | (210) | 1 | (271) | (956) |
Acumulated amortisation and impair-ment at 31 December 2024 | 4,510 | 3,090 | 231 | 1,438 | 9,269 |
Net book value at 31 December 2024 | 45,755 | 11,040 | 4,426 | 4,203 | 65,423 |
Net book value at 31 December 2023 | 39,284 | 9,317 | 4,597 | 3,629 | 56,828 |
Useful life | Tested for impairment | 5-15 years | 15 years | 5-10 years | |
All goodwill is allocated to CGUs. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Goodwill denominated in foreign currencies is revalued at the balance sheet date.The allocation of goodwill to CGUs is as follows: | |||||
Amounts in USD thousands | 2024 | 2023 | |||
Cash generating units (CGU\u2019s) | |||||
ABL | 19,929 | 19,972 | |||
AGR | 20,095 | 13,467 | |||
OWC | 4,132 | 4,246 | |||
Longitude | 1,599 | 1,599 | |||
Total goodwill | 45,755 | 39,284 |
Goodwill is tested for impairment at least annually, or when there are indications of impairment. Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculations requires the directors to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculated present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
The Group has completed an annual assessment of impairment indicators and performed an impairment test on assets and cash generating units (CGUs). The following assumptions were used:
Cash flow projections and assumptions:
A three year forecast of discounted cash flows plus a terminal value was used to determine net present value of each CGU. Discounted cash flows were calculated before tax.
Estimated future cash flows for the different CGUs are estimated based on budgets and long-term estimates. The estimated cash flows for year 2025 is based on budget. The estimated cash flows in the years 2026-2027 are based on current 3-year forecasts for each CGU. The projected cash flows are based on the expected development in the total overall market, the CGUs performance and that the Group over time will reach a margin level in line with what other businesses within the industry historically have achieved.
Cash flows have been used over a period of three years as management believes this reflects a reasonable time horizon for management to monitor the trends in the business. After three years, a terminal growth rate has been set to 1.5% for the Oil & Gas and Maritime businesses and 1.7% for the Renewable businesses. This is somewhat below OECD market forecasts for growth in energy demand and markets until 2040. While Oil & Gas activities are not assumed to have infinite lives, the Group's core competence is applicable across multiple energy markets, and it is assumed that in the long term Oil & Gas clients will be replaced by customers with similar demands from energy transition activities and other industries.
The estimated terminal long-term growth is mainly dependent on overall market growth for demand for the Group's services and the CGUs ability to recruit the right personnel and its ability to create revenue growth through the proper utilisation of human resources.
Discount rate:
The WACC is determined based on a target capital structure of 80% equity (2023: 80%), where cost of equity is determined using a capital asset pricing model. The WACC is based on the post-tax cost of equity and post-tax cost of debt using CGU-specific inputs where possible for key inputs including risk-free interest rate, the beta factor, country risk premium, market risk premium, additional risk premium, and country specific tax rates.
Key inputs in determining the WACC:
Risk free interest rate: 10-year government yield
Asset beta: Based on selected peer group consisting of companies with statistical data for the last 5 years: 1.30 (2023: 0.94)
Capital structure: Equity ratio of 80%
The cash flows were discounted using WACC of 13.6% (2023: 11.1%)
The Group applies a single WACC for impairment testing across all cash-generating units, despite operating in multiple regions with varying risk profiles. This approach reflects the Group\u2019s centralised capital allocation, funding structure, and strategic decision-making, which are managed at the corporate level. Regional risks are considered within cash flow projections rather than through region-specific discount rates, ensuring a consistent and comparable valuation methodology. This aligns with industry practice for multinational corporations and provides a more coherent assessment of recoverable amounts.
Impairment test results and conclusion:
Overall the test performed indicated the value-in-use exceeds the carrying amounts for all CGUs. As a result of the above, no impairment has been recorded during the year.
Sensitivity to impairment:
Sensitivity calculations are done for all CGUs that are tested for impairment. To test the sensitivity of the results of the impairment review, the calculations have been re-performed using the following assumptions:
An increase in discount rate of 1.5%
A reduction in EBITDA of 15.0% in the forecast period
A reduction in terminal growth rate to 0.75% points
The above scenarios combined did not result in an impairment charge. The Directors do not believe that there are any reasonably possible changes to the key assumptions that would result in a material impairment of goodwill.
Note 13. Goodwill and intangible assets
Goodwill
Goodwill is measured as described in note 8. Goodwill has an indefinite useful life and is therefore not amortised. Instead, it is tested for impairment at least annually or whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (\u2018CGUs\u2019) expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata, on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Customer relations
The customer contracts were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line, based on the timing of projected cash flows of the contracts over their estimated useful lives of 5-15 years.
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internally generatedsoftware | Total |
Cost at 1 January 2023 | 29,218 | 4,275 | 1,386 | 502 | 35,382 |
Acquired through business combinations | 14,764 | 6,736 | 3,284 | 2,478 | 27,262 |
Additions | - | - | - | 1,454 | 1,454 |
Effect of movements in exchange rates | 290 | 126 | 66 | 48 | 529 |
Cost at 31 December 2023 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Accumulated amortisation and impairment at 1 January 2023 | 5,141 | 740 | 46 | 72 | 5,999 |
Amortisation charge | - | 1,087 | 92 | 782 | 1,961 |
Effect of movements in exchange rates | (154) | (6) | - | - | (160) |
Acumulated amortisation and impair-ment at 31 December 2023 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Cost at 1 January 2024 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Acquired through business combinations | 8,684 | 2,153 | - | - | 10,837 |
Additions | - | - | - | 2,001 | 2,001 |
Effect of movements in exchange rates | (2,691) | 840 | (79) | (843) | (2,773) |
Cost at 31 December 2024 | 50,265 | 14,130 | 4,657 | 5,641 | 74,692 |
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internallygenerated software | Total |
Accumulated amortisation and impairment at 1 January 2024 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Amortisation charge | - | 1,479 | 92 | 855 | 2,426 |
Effect of movements in exchange rates | (476) | (210) | 1 | (271) | (956) |
Acumulated amortisation and impair-ment at 31 December 2024 | 4,510 | 3,090 | 231 | 1,438 | 9,269 |
Net book value at 31 December 2024 | 45,755 | 11,040 | 4,426 | 4,203 | 65,423 |
Net book value at 31 December 2023 | 39,284 | 9,317 | 4,597 | 3,629 | 56,828 |
Useful life | Tested for impairment | 5-15 years | 15 years | 5-10 years | |
All goodwill is allocated to CGUs. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Goodwill denominated in foreign currencies is revalued at the balance sheet date.The allocation of goodwill to CGUs is as follows: | |||||
Amounts in USD thousands | 2024 | 2023 | |||
Cash generating units (CGU\u2019s) | |||||
ABL | 19,929 | 19,972 | |||
AGR | 20,095 | 13,467 | |||
OWC | 4,132 | 4,246 | |||
Longitude | 1,599 | 1,599 | |||
Total goodwill | 45,755 | 39,284 |
Goodwill is tested for impairment at least annually, or when there are indications of impairment. Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculations requires the directors to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculated present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
The Group has completed an annual assessment of impairment indicators and performed an impairment test on assets and cash generating units (CGUs). The following assumptions were used:
Cash flow projections and assumptions:
A three year forecast of discounted cash flows plus a terminal value was used to determine net present value of each CGU. Discounted cash flows were calculated before tax.
Estimated future cash flows for the different CGUs are estimated based on budgets and long-term estimates. The estimated cash flows for year 2025 is based on budget. The estimated cash flows in the years 2026-2027 are based on current 3-year forecasts for each CGU. The projected cash flows are based on the expected development in the total overall market, the CGUs performance and that the Group over time will reach a margin level in line with what other businesses within the industry historically have achieved.
Cash flows have been used over a period of three years as management believes this reflects a reasonable time horizon for management to monitor the trends in the business. After three years, a terminal growth rate has been set to 1.5% for the Oil & Gas and Maritime businesses and 1.7% for the Renewable businesses. This is somewhat below OECD market forecasts for growth in energy demand and markets until 2040. While Oil & Gas activities are not assumed to have infinite lives, the Group's core competence is applicable across multiple energy markets, and it is assumed that in the long term Oil & Gas clients will be replaced by customers with similar demands from energy transition activities and other industries.
The estimated terminal long-term growth is mainly dependent on overall market growth for demand for the Group's services and the CGUs ability to recruit the right personnel and its ability to create revenue growth through the proper utilisation of human resources.
Discount rate:
The WACC is determined based on a target capital structure of 80% equity (2023: 80%), where cost of equity is determined using a capital asset pricing model. The WACC is based on the post-tax cost of equity and post-tax cost of debt using CGU-specific inputs where possible for key inputs including risk-free interest rate, the beta factor, country risk premium, market risk premium, additional risk premium, and country specific tax rates.
Key inputs in determining the WACC:
Risk free interest rate: 10-year government yield
Asset beta: Based on selected peer group consisting of companies with statistical data for the last 5 years: 1.30 (2023: 0.94)
Capital structure: Equity ratio of 80%
The cash flows were discounted using WACC of 13.6% (2023: 11.1%)
The Group applies a single WACC for impairment testing across all cash-generating units, despite operating in multiple regions with varying risk profiles. This approach reflects the Group\u2019s centralised capital allocation, funding structure, and strategic decision-making, which are managed at the corporate level. Regional risks are considered within cash flow projections rather than through region-specific discount rates, ensuring a consistent and comparable valuation methodology. This aligns with industry practice for multinational corporations and provides a more coherent assessment of recoverable amounts.
Impairment test results and conclusion:
Overall the test performed indicated the value-in-use exceeds the carrying amounts for all CGUs. As a result of the above, no impairment has been recorded during the year.
Sensitivity to impairment:
Sensitivity calculations are done for all CGUs that are tested for impairment. To test the sensitivity of the results of the impairment review, the calculations have been re-performed using the following assumptions:
An increase in discount rate of 1.5%
A reduction in EBITDA of 15.0% in the forecast period
A reduction in terminal growth rate to 0.75% points
The above scenarios combined did not result in an impairment charge. The Directors do not believe that there are any reasonably possible changes to the key assumptions that would result in a material impairment of goodwill.
Note 13. Goodwill and intangible assets
Goodwill
Goodwill is measured as described in note 8. Goodwill has an indefinite useful life and is therefore not amortised. Instead, it is tested for impairment at least annually or whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (\u2018CGUs\u2019) expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata, on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Customer relations
The customer contracts were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line, based on the timing of projected cash flows of the contracts over their estimated useful lives of 5-15 years.
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internally generatedsoftware | Total |
Cost at 1 January 2023 | 29,218 | 4,275 | 1,386 | 502 | 35,382 |
Acquired through business combinations | 14,764 | 6,736 | 3,284 | 2,478 | 27,262 |
Additions | - | - | - | 1,454 | 1,454 |
Effect of movements in exchange rates | 290 | 126 | 66 | 48 | 529 |
Cost at 31 December 2023 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Accumulated amortisation and impairment at 1 January 2023 | 5,141 | 740 | 46 | 72 | 5,999 |
Amortisation charge | - | 1,087 | 92 | 782 | 1,961 |
Effect of movements in exchange rates | (154) | (6) | - | - | (160) |
Acumulated amortisation and impair-ment at 31 December 2023 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Cost at 1 January 2024 | 44,272 | 11,137 | 4,736 | 4,483 | 64,627 |
Acquired through business combinations | 8,684 | 2,153 | - | - | 10,837 |
Additions | - | - | - | 2,001 | 2,001 |
Effect of movements in exchange rates | (2,691) | 840 | (79) | (843) | (2,773) |
Cost at 31 December 2024 | 50,265 | 14,130 | 4,657 | 5,641 | 74,692 |
Amounts in USD thousands | Goodwill | Customer relations | Patents | Internallygenerated software | Total |
Accumulated amortisation and impairment at 1 January 2024 | 4,987 | 1,820 | 139 | 854 | 7,800 |
Amortisation charge | - | 1,479 | 92 | 855 | 2,426 |
Effect of movements in exchange rates | (476) | (210) | 1 | (271) | (956) |
Acumulated amortisation and impair-ment at 31 December 2024 | 4,510 | 3,090 | 231 | 1,438 | 9,269 |
Net book value at 31 December 2024 | 45,755 | 11,040 | 4,426 | 4,203 | 65,423 |
Net book value at 31 December 2023 | 39,284 | 9,317 | 4,597 | 3,629 | 56,828 |
Useful life | Tested for impairment | 5-15 years | 15 years | 5-10 years | |
All goodwill is allocated to CGUs. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Goodwill denominated in foreign currencies is revalued at the balance sheet date.The allocation of goodwill to CGUs is as follows: | |||||
Amounts in USD thousands | 2024 | 2023 | |||
Cash generating units (CGU\u2019s) | |||||
ABL | 19,929 | 19,972 | |||
AGR | 20,095 | 13,467 | |||
OWC | 4,132 | 4,246 | |||
Longitude | 1,599 | 1,599 | |||
Total goodwill | 45,755 | 39,284 |
Goodwill is tested for impairment at least annually, or when there are indications of impairment. Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculations requires the directors to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculated present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
The Group has completed an annual assessment of impairment indicators and performed an impairment test on assets and cash generating units (CGUs). The following assumptions were used:
Cash flow projections and assumptions:
A three year forecast of discounted cash flows plus a terminal value was used to determine net present value of each CGU. Discounted cash flows were calculated before tax.
Estimated future cash flows for the different CGUs are estimated based on budgets and long-term estimates. The estimated cash flows for year 2025 is based on budget. The estimated cash flows in the years 2026-2027 are based on current 3-year forecasts for each CGU. The projected cash flows are based on the expected development in the total overall market, the CGUs performance and that the Group over time will reach a margin level in line with what other businesses within the industry historically have achieved.
Cash flows have been used over a period of three years as management believes this reflects a reasonable time horizon for management to monitor the trends in the business. After three years, a terminal growth rate has been set to 1.5% for the Oil & Gas and Maritime businesses and 1.7% for the Renewable businesses. This is somewhat below OECD market forecasts for growth in energy demand and markets until 2040. While Oil & Gas activities are not assumed to have infinite lives, the Group's core competence is applicable across multiple energy markets, and it is assumed that in the long term Oil & Gas clients will be replaced by customers with similar demands from energy transition activities and other industries.
The estimated terminal long-term growth is mainly dependent on overall market growth for demand for the Group's services and the CGUs ability to recruit the right personnel and its ability to create revenue growth through the proper utilisation of human resources.
Discount rate:
The WACC is determined based on a target capital structure of 80% equity (2023: 80%), where cost of equity is determined using a capital asset pricing model. The WACC is based on the post-tax cost of equity and post-tax cost of debt using CGU-specific inputs where possible for key inputs including risk-free interest rate, the beta factor, country risk premium, market risk premium, additional risk premium, and country specific tax rates.
Key inputs in determining the WACC:
Risk free interest rate: 10-year government yield
Asset beta: Based on selected peer group consisting of companies with statistical data for the last 5 years: 1.30 (2023: 0.94)
Capital structure: Equity ratio of 80%
The cash flows were discounted using WACC of 13.6% (2023: 11.1%)
The Group applies a single WACC for impairment testing across all cash-generating units, despite operating in multiple regions with varying risk profiles. This approach reflects the Group\u2019s centralised capital allocation, funding structure, and strategic decision-making, which are managed at the corporate level. Regional risks are considered within cash flow projections rather than through region-specific discount rates, ensuring a consistent and comparable valuation methodology. This aligns with industry practice for multinational corporations and provides a more coherent assessment of recoverable amounts.
Impairment test results and conclusion:
Overall the test performed indicated the value-in-use exceeds the carrying amounts for all CGUs. As a result of the above, no impairment has been recorded during the year.
Sensitivity to impairment:
Sensitivity calculations are done for all CGUs that are tested for impairment. To test the sensitivity of the results of the impairment review, the calculations have been re-performed using the following assumptions:
An increase in discount rate of 1.5%
A reduction in EBITDA of 15.0% in the forecast period
A reduction in terminal growth rate to 0.75% points
The above scenarios combined did not result in an impairment charge. The Directors do not believe that there are any reasonably possible changes to the key assumptions that would result in a material impairment of goodwill.
Note 13. Goodwill and intangible assets
Goodwill
Goodwill is measured as described in note 8. Goodwill has an indefinite useful life and is therefore not amortised. Instead, it is tested for impairment at least annually or whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (\u2018CGUs\u2019) expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata, on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__51": { "value": "Note 13. Goodwill and intangible assets
Goodwill
Goodwill is measured as described in note 8. Goodwill has an indefinite useful life and is therefore not amortised. Instead, it is tested for impairment at least annually or whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (\u2018CGUs\u2019) expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata, on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__54": { "value": "All goodwill is allocated to CGUs. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Goodwill denominated in foreign currencies is revalued at the balance sheet date.The allocation of goodwill to CGUs is as follows:
Amounts in USD thousands
2024
2023
Cash generating units (CGU\u2019s)
ABL
19,929
19,972
AGR
20,095
13,467
OWC
4,132
4,246
Longitude
1,599
1,599
Total goodwill
45,755
39,284
Goodwill is tested for impairment at least annually, or when there are indications of impairment. Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill has been allocated. The value-in-use calculations requires the directors to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculated present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
The Group has completed an annual assessment of impairment indicators and performed an impairment test on assets and cash generating units (CGUs). The following assumptions were used:
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__56": { "value": "Note 14. Trade and other receivables
Trade receivables are amounts receivable from customers for billing in the ordinary course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment losses. The Group measures the loss allowance for trade receivables based on the expected credit loss model using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor\u2019s current financial position, adjusted for factors that are specific to the debtors and general economic conditions of the industry in which the debtors operate. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or has entered bankruptcy proceedings. The amount of the provision is the difference between the asset\u2019s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate.
The carrying amount of the asset is reduced using an allowance account and the amount of the loss is recognised in the consolidated income statement within other operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the consolidated income statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__57": { "value": "Note 14. Trade and other receivables
Trade receivables are amounts receivable from customers for billing in the ordinary course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment losses. The Group measures the loss allowance for trade receivables based on the expected credit loss model using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor\u2019s current financial position, adjusted for factors that are specific to the debtors and general economic conditions of the industry in which the debtors operate. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or has entered bankruptcy proceedings. The amount of the provision is the difference between the asset\u2019s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate.
The carrying amount of the asset is reduced using an allowance account and the amount of the loss is recognised in the consolidated income statement within other operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the consolidated income statement.
Amounts in USD thousands | 2024 | 2023 |
Trade receivables | 50,780 | 48,087 |
Loss allowance | (430) | (612) |
Total trade receivables | 50,350 | 47,475 |
Prepayments | 5,225 | 4,465 |
Deposits | 1,412 | 1,675 |
Other receivables | 7,000 | 3,778 |
Total trade and other receivables | 63,987 | 57,392 |
Trade receivables are due for settlement within 30 to 90 days and are therefore all classified as current. Terms associated with the settlement vary across the Group. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the Group\u2019s impairment policies and the calculation of the loss allowance are provided in Note 22.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__59": { "value": "Note 15. Cash and cash equivalents
For the purpose of consolidated statement of cash flows, cash and cash equivalents comprise cash at banks and on hand and short-term deposits with original maturity of three months or less, which are subject to insignificant risk of changes in value.
Amounts in USD thousands | 2024 | 2023 |
Non-restricted cash | 18,800 | 28,048 |
Restricted cash | 674 | 109 |
Total cash and cash equivalents | 19,474 | 28,157 |
Cash at banks earns interest at floating rates based on daily bank deposit rates.
Cash and cash equivalents largely comprise bank balances denominated in US Dollars, Norwegian Krone, British Pound, and other currencies for the purpose of settling current liabilities.
Restricted cash is cash held in the bank accounts of certain entities where there is a requirement to hold a certain amount of cash to cover future obligations and are therefore not available for general use by the other entities within the Group.
Note 15. Cash and cash equivalents
For the purpose of consolidated statement of cash flows, cash and cash equivalents comprise cash at banks and on hand and short-term deposits with original maturity of three months or less, which are subject to insignificant risk of changes in value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__61": { "value": "Note 16. Equity
Equity\t
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company\u2019s equity instruments (treasury shares), for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.
Dividends
Provision is made for any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Amounts in USD thousands | Number of shares (thousands) | Share capital | Treasury shares | Share premium | Total |
At 1 January 2023 | 104,770 | 1,402 | - | 63,349 | 64,751 |
Shares isssued as consideration for business combination | 18,580 | 178 | - | 28,833 | 29,011 |
Dividends paid | - | - | - | (8,073) | (8,073) |
At 31 December 2023 | 123,350 | 1,580 | - | 84,109 | 85,689 |
At 1 January 2024 | 123,350 | 1,580 | - | 84,109 | 85,689 |
Cash-settled capital increase | 5,753 | 54 | 2,762 | 2,816 | |
Acquisition of treasury shares | - | - | (485) | - | (485) |
Reissuance of treasury shares | - | - | 148 | - | 148 |
Shares isssued as consideration for business combination | 1,000 | 10 | 75 | 889 | 974 |
Dividends paid | - | - | - | (9,702) | (9,702) |
At 31 December 2024 | 130,103 | 1,644 | (262) | 78,058 | 79,440 |
Each ordinary share has a par value of NOK 0.10 per share. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote.
The Company does not have a limited amount of authorised capital.
In 2024, 6,752,500 ordinary shares (2023: 18,580,505) were issued. The Company incurred USD 76,000 (2023: USD 43,000) in transaction costs that were directly attributable to the issuance of shares. The Company held 296,213 shares in treasury at 31 December 2024 (2023: nil).
Share-based compensation reserve
The share-based compensation reserve arises on the grant of share options to employees under the employee share option plans. Further information about share-based payments to employees is set out below.
Employee share option plan
The fair value of options granted under the employee option plan is recognised as an employee benefit expense, witha corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
including any market performance conditions (e.g., the entity\u2019s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g., the requirement for employees to save or hold shares fora specific period).
The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Share options to staff for shares issued under the Group's share options scheme are set out below:
In thousands of options | 2024 | 2023 | ||
Number of share options (thousands) | Weighted average exercise price NOK | Number of share options (thousands) | Weighted average exercise price NOK | |
At 1 January | 10,023 | 6.12 | 10,805 | 6.17 |
Granted during the year | 865 | - | - | - |
Exercised during the year | (5,773) | 5.08 | - | - |
Adjusted during the year | (22) | - | - | - |
Expired during the year | - | - | ||
Forfeited during the year | (145) | 11.83 | (782) | 6.80 |
At 31 December | 4,948 | 6.12 | 10,023 | 6.12 |
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date | Expiry date | Exercise priceNOK | 2024 | 2023 |
12/20/2019 | 3/11/2025 | 2.88 | 405 | 630 |
5/4/2021 | 9/14/2025 | 4.90 | 2,997 | 8,545 |
12/22/2022 | 4/11/2026 | 11.19 | 740 | 848 |
3/8/2024 | 9/1/2027 | - | 806 | - |
Options outstanding at year end (thousands) | 4,948 | 10,023 | ||
Weighted average remaining contractual life (years) of options outstanding at end of period | 0.19 | 0.81 |
During the year the Board of Directors extended the expiry date of the options granted on 4 May 2021 to 14 September 2025.
The Group recognised total share based payment expenses of USD 0.5 million in 2024 (2023: USD 1.4 million).
Note 16. Equity
Equity\t
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company\u2019s equity instruments (treasury shares), for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.
Dividends
Provision is made for any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Amounts in USD thousands | Number of shares (thousands) | Share capital | Treasury shares | Share premium | Total |
At 1 January 2023 | 104,770 | 1,402 | - | 63,349 | 64,751 |
Shares isssued as consideration for business combination | 18,580 | 178 | - | 28,833 | 29,011 |
Dividends paid | - | - | - | (8,073) | (8,073) |
At 31 December 2023 | 123,350 | 1,580 | - | 84,109 | 85,689 |
At 1 January 2024 | 123,350 | 1,580 | - | 84,109 | 85,689 |
Cash-settled capital increase | 5,753 | 54 | 2,762 | 2,816 | |
Acquisition of treasury shares | - | - | (485) | - | (485) |
Reissuance of treasury shares | - | - | 148 | - | 148 |
Shares isssued as consideration for business combination | 1,000 | 10 | 75 | 889 | 974 |
Dividends paid | - | - | - | (9,702) | (9,702) |
At 31 December 2024 | 130,103 | 1,644 | (262) | 78,058 | 79,440 |
Each ordinary share has a par value of NOK 0.10 per share. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote.
The Company does not have a limited amount of authorised capital.
In 2024, 6,752,500 ordinary shares (2023: 18,580,505) were issued. The Company incurred USD 76,000 (2023: USD 43,000) in transaction costs that were directly attributable to the issuance of shares. The Company held 296,213 shares in treasury at 31 December 2024 (2023: nil).
Share-based compensation reserve
The share-based compensation reserve arises on the grant of share options to employees under the employee share option plans. Further information about share-based payments to employees is set out below.
Employee share option plan
The fair value of options granted under the employee option plan is recognised as an employee benefit expense, witha corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
including any market performance conditions (e.g., the entity\u2019s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g., the requirement for employees to save or hold shares fora specific period).
The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Share options to staff for shares issued under the Group's share options scheme are set out below:
In thousands of options | 2024 | 2023 | ||
Number of share options (thousands) | Weighted average exercise price NOK | Number of share options (thousands) | Weighted average exercise price NOK | |
At 1 January | 10,023 | 6.12 | 10,805 | 6.17 |
Granted during the year | 865 | - | - | - |
Exercised during the year | (5,773) | 5.08 | - | - |
Adjusted during the year | (22) | - | - | - |
Expired during the year | - | - | ||
Forfeited during the year | (145) | 11.83 | (782) | 6.80 |
At 31 December | 4,948 | 6.12 | 10,023 | 6.12 |
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date | Expiry date | Exercise priceNOK | 2024 | 2023 |
12/20/2019 | 3/11/2025 | 2.88 | 405 | 630 |
5/4/2021 | 9/14/2025 | 4.90 | 2,997 | 8,545 |
12/22/2022 | 4/11/2026 | 11.19 | 740 | 848 |
3/8/2024 | 9/1/2027 | - | 806 | - |
Options outstanding at year end (thousands) | 4,948 | 10,023 | ||
Weighted average remaining contractual life (years) of options outstanding at end of period | 0.19 | 0.81 |
During the year the Board of Directors extended the expiry date of the options granted on 4 May 2021 to 14 September 2025.
The Group recognised total share based payment expenses of USD 0.5 million in 2024 (2023: USD 1.4 million).
Note 16. Equity
Equity\t
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company\u2019s equity instruments (treasury shares), for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.
Dividends
Provision is made for any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Amounts in USD thousands | Number of shares (thousands) | Share capital | Treasury shares | Share premium | Total |
At 1 January 2023 | 104,770 | 1,402 | - | 63,349 | 64,751 |
Shares isssued as consideration for business combination | 18,580 | 178 | - | 28,833 | 29,011 |
Dividends paid | - | - | - | (8,073) | (8,073) |
At 31 December 2023 | 123,350 | 1,580 | - | 84,109 | 85,689 |
At 1 January 2024 | 123,350 | 1,580 | - | 84,109 | 85,689 |
Cash-settled capital increase | 5,753 | 54 | 2,762 | 2,816 | |
Acquisition of treasury shares | - | - | (485) | - | (485) |
Reissuance of treasury shares | - | - | 148 | - | 148 |
Shares isssued as consideration for business combination | 1,000 | 10 | 75 | 889 | 974 |
Dividends paid | - | - | - | (9,702) | (9,702) |
At 31 December 2024 | 130,103 | 1,644 | (262) | 78,058 | 79,440 |
Each ordinary share has a par value of NOK 0.10 per share. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote.
The Company does not have a limited amount of authorised capital.
In 2024, 6,752,500 ordinary shares (2023: 18,580,505) were issued. The Company incurred USD 76,000 (2023: USD 43,000) in transaction costs that were directly attributable to the issuance of shares. The Company held 296,213 shares in treasury at 31 December 2024 (2023: nil).
Share-based compensation reserve
The share-based compensation reserve arises on the grant of share options to employees under the employee share option plans. Further information about share-based payments to employees is set out below.
Employee share option plan
The fair value of options granted under the employee option plan is recognised as an employee benefit expense, witha corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
including any market performance conditions (e.g., the entity\u2019s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g., the requirement for employees to save or hold shares fora specific period).
The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Share options to staff for shares issued under the Group's share options scheme are set out below:
In thousands of options | 2024 | 2023 | ||
Number of share options (thousands) | Weighted average exercise price NOK | Number of share options (thousands) | Weighted average exercise price NOK | |
At 1 January | 10,023 | 6.12 | 10,805 | 6.17 |
Granted during the year | 865 | - | - | - |
Exercised during the year | (5,773) | 5.08 | - | - |
Adjusted during the year | (22) | - | - | - |
Expired during the year | - | - | ||
Forfeited during the year | (145) | 11.83 | (782) | 6.80 |
At 31 December | 4,948 | 6.12 | 10,023 | 6.12 |
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date | Expiry date | Exercise priceNOK | 2024 | 2023 |
12/20/2019 | 3/11/2025 | 2.88 | 405 | 630 |
5/4/2021 | 9/14/2025 | 4.90 | 2,997 | 8,545 |
12/22/2022 | 4/11/2026 | 11.19 | 740 | 848 |
3/8/2024 | 9/1/2027 | - | 806 | - |
Options outstanding at year end (thousands) | 4,948 | 10,023 | ||
Weighted average remaining contractual life (years) of options outstanding at end of period | 0.19 | 0.81 |
During the year the Board of Directors extended the expiry date of the options granted on 4 May 2021 to 14 September 2025.
The Group recognised total share based payment expenses of USD 0.5 million in 2024 (2023: USD 1.4 million).
Note 16. Equity
Equity\t
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company\u2019s equity instruments (treasury shares), for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__64": { "value": "Note 17. Borrowings
Borrowings are carried at fair value when the disbursement of the loan takes place, less transaction costs. In subsequent periods, borrowings are stated at amortised cost calculated using the effective interest rate. The difference between the disbursed loan amount (net of transaction costs) and the redemption value is recognised over the term of the loan. Fees related to the creation of drawing rights are recorded in anticipation of borrowing taking place if it is likely that the loan will be drawn up. The fee is then recognised as part of the cost of the loan. If it is not likely that all or part of the loan will be drawn up, the fee is capitalised as prepaid cash services and charged over the period the right applies to.
The Group's current borrowing facility, entered into on 9 January 2024, consists of two parts, (i) a revolving credit facility of USD 30 million; and (ii) an accordion facility of USD 20 million. The facility terminates three years from inception with a one plus one year extension option.
The terms of the facility permits the Group to repayment within 12 months, therefore drawn down amounts are classified as current.
The agreement has the following covenants:
Interest cover not less than 4.00 : 1
Total net debt : Trailing twelve months adjusted EBITDA not to exceed 2.50 : 1
Financial covenants are measured on a quarterly basis.
The interest on the above facility is the relevant LIBOR for USD loans or similar rates for other loan currencies (SOFR, SONIA, ESTR, NIBOR - 1, 3 or 6 months at the borrower's discretion) plus a margin based on a ratchet of between 250 and 310 basis points, dependent on the prevailing adjusted leverage ranging from less than 1.00:1 to greater than 2.00:1.
For the current borrowings the fair value is the same as the carrying amounts, since the interest payable on this borrowing is either close to current market rates or the borrowing is of a short-term nature. The Group incurred total interest costs of USD 1.2 million during 2024. The interest costs arising from borrowings under this facility are included as finance expenses in the income statement.
Amounts in USD thousands | 2024 | 2023 |
Bank loans | ||
Current | 14,633 | 10,946 |
Total borrowings | 14,633 | 10,946 |
Reconciliation of change in carrying amount of borrowings throughout the year:
Amounts in USD thousands | 2024 | 2023 |
Carrying amount at 1 January | 10,946 | 13,337 |
Change in capitalised fees and expenses | (797) | 202 |
Draw-down of borrowings | 18,401 | 5,000 |
Repayment of borrowings | (13,917) | (7,592) |
Carrying amount at 31 December | 14,633 | 10,946 |
Amounts in USD thousands | 2024 | 2023 |
Net debt | ||
Cash and cash equivalents | 19,474 | 28,157 |
Borrowings (current) | (14,633) | (10,946) |
Lease liabilities - current | (2,204) | (1,818) |
Lease liabilities - non-current | (5,810) | (6,801) |
Net interest bearing debt | (3,173) | 8,592 |
Net debt reconciliation
Amounts in USD thousands | Borrowings | Lease liabilities | Sub total | Cash and cashequivalents | Total |
Net debt as at 1 January 2023 | (13,337) | (8,792) | (22,129) | 30,974 | 8,845 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (2,693) | (2,693) |
Principal elements of lease payments | - | 2,808 | 2,808 | - | 2,808 |
Repayment of borrowings | 7,391 | - | 7,391 | - | 7,391 |
Proceeds from loans and borrowings | (5,000) | - | (5,000) | - | (5,000) |
Non-cash movements | |||||
New leases | - | (2,635) | (2,635) | - | (2,635) |
Foreign exchange adjustments | - | - | - | (124) | (124) |
Net debt as at 31 December 2023 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Net debt as at 1 January 2024 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (7,351) | (7,351) |
Principal elements of lease payments | 2,817 | 2,817 | - | 2,817 | |
Repayment of borrowings | 13,917 | 13,917 | - | 13,917 | |
Proceeds from loans and borrowings | (18,401) | - | (18,401) | (18,401) | |
Non-cash movements | |||||
New leases | - | (2,135) | (2,135) | - | (2,135) |
Foreign exchange adjustments | - | (77) | (77) | (1,332) | (1,409) |
Other changes | 797 | - | 797 | - | 797 |
Net debt as at 31 December 2024 | (14,633) | (8,014) | (22,647) | 19,474 | (3,173) |
Note 17. Borrowings
Borrowings are carried at fair value when the disbursement of the loan takes place, less transaction costs. In subsequent periods, borrowings are stated at amortised cost calculated using the effective interest rate. The difference between the disbursed loan amount (net of transaction costs) and the redemption value is recognised over the term of the loan. Fees related to the creation of drawing rights are recorded in anticipation of borrowing taking place if it is likely that the loan will be drawn up. The fee is then recognised as part of the cost of the loan. If it is not likely that all or part of the loan will be drawn up, the fee is capitalised as prepaid cash services and charged over the period the right applies to.
The Group's current borrowing facility, entered into on 9 January 2024, consists of two parts, (i) a revolving credit facility of USD 30 million; and (ii) an accordion facility of USD 20 million. The facility terminates three years from inception with a one plus one year extension option.
The terms of the facility permits the Group to repayment within 12 months, therefore drawn down amounts are classified as current.
The agreement has the following covenants:
Interest cover not less than 4.00 : 1
Total net debt : Trailing twelve months adjusted EBITDA not to exceed 2.50 : 1
Financial covenants are measured on a quarterly basis.
The interest on the above facility is the relevant LIBOR for USD loans or similar rates for other loan currencies (SOFR, SONIA, ESTR, NIBOR - 1, 3 or 6 months at the borrower's discretion) plus a margin based on a ratchet of between 250 and 310 basis points, dependent on the prevailing adjusted leverage ranging from less than 1.00:1 to greater than 2.00:1.
For the current borrowings the fair value is the same as the carrying amounts, since the interest payable on this borrowing is either close to current market rates or the borrowing is of a short-term nature. The Group incurred total interest costs of USD 1.2 million during 2024. The interest costs arising from borrowings under this facility are included as finance expenses in the income statement.
Amounts in USD thousands | 2024 | 2023 |
Bank loans | ||
Current | 14,633 | 10,946 |
Total borrowings | 14,633 | 10,946 |
Reconciliation of change in carrying amount of borrowings throughout the year:
Amounts in USD thousands | 2024 | 2023 |
Carrying amount at 1 January | 10,946 | 13,337 |
Change in capitalised fees and expenses | (797) | 202 |
Draw-down of borrowings | 18,401 | 5,000 |
Repayment of borrowings | (13,917) | (7,592) |
Carrying amount at 31 December | 14,633 | 10,946 |
Amounts in USD thousands | 2024 | 2023 |
Net debt | ||
Cash and cash equivalents | 19,474 | 28,157 |
Borrowings (current) | (14,633) | (10,946) |
Lease liabilities - current | (2,204) | (1,818) |
Lease liabilities - non-current | (5,810) | (6,801) |
Net interest bearing debt | (3,173) | 8,592 |
Net debt reconciliation
Amounts in USD thousands | Borrowings | Lease liabilities | Sub total | Cash and cashequivalents | Total |
Net debt as at 1 January 2023 | (13,337) | (8,792) | (22,129) | 30,974 | 8,845 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (2,693) | (2,693) |
Principal elements of lease payments | - | 2,808 | 2,808 | - | 2,808 |
Repayment of borrowings | 7,391 | - | 7,391 | - | 7,391 |
Proceeds from loans and borrowings | (5,000) | - | (5,000) | - | (5,000) |
Non-cash movements | |||||
New leases | - | (2,635) | (2,635) | - | (2,635) |
Foreign exchange adjustments | - | - | - | (124) | (124) |
Net debt as at 31 December 2023 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Net debt as at 1 January 2024 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (7,351) | (7,351) |
Principal elements of lease payments | 2,817 | 2,817 | - | 2,817 | |
Repayment of borrowings | 13,917 | 13,917 | - | 13,917 | |
Proceeds from loans and borrowings | (18,401) | - | (18,401) | (18,401) | |
Non-cash movements | |||||
New leases | - | (2,135) | (2,135) | - | (2,135) |
Foreign exchange adjustments | - | (77) | (77) | (1,332) | (1,409) |
Other changes | 797 | - | 797 | - | 797 |
Net debt as at 31 December 2024 | (14,633) | (8,014) | (22,647) | 19,474 | (3,173) |
Note 17. Borrowings
Borrowings are carried at fair value when the disbursement of the loan takes place, less transaction costs. In subsequent periods, borrowings are stated at amortised cost calculated using the effective interest rate. The difference between the disbursed loan amount (net of transaction costs) and the redemption value is recognised over the term of the loan. Fees related to the creation of drawing rights are recorded in anticipation of borrowing taking place if it is likely that the loan will be drawn up. The fee is then recognised as part of the cost of the loan. If it is not likely that all or part of the loan will be drawn up, the fee is capitalised as prepaid cash services and charged over the period the right applies to.
The Group's current borrowing facility, entered into on 9 January 2024, consists of two parts, (i) a revolving credit facility of USD 30 million; and (ii) an accordion facility of USD 20 million. The facility terminates three years from inception with a one plus one year extension option.
The terms of the facility permits the Group to repayment within 12 months, therefore drawn down amounts are classified as current.
The agreement has the following covenants:
Interest cover not less than 4.00 : 1
Total net debt : Trailing twelve months adjusted EBITDA not to exceed 2.50 : 1
Financial covenants are measured on a quarterly basis.
The interest on the above facility is the relevant LIBOR for USD loans or similar rates for other loan currencies (SOFR, SONIA, ESTR, NIBOR - 1, 3 or 6 months at the borrower's discretion) plus a margin based on a ratchet of between 250 and 310 basis points, dependent on the prevailing adjusted leverage ranging from less than 1.00:1 to greater than 2.00:1.
For the current borrowings the fair value is the same as the carrying amounts, since the interest payable on this borrowing is either close to current market rates or the borrowing is of a short-term nature. The Group incurred total interest costs of USD 1.2 million during 2024. The interest costs arising from borrowings under this facility are included as finance expenses in the income statement.
Amounts in USD thousands | 2024 | 2023 |
Bank loans | ||
Current | 14,633 | 10,946 |
Total borrowings | 14,633 | 10,946 |
Reconciliation of change in carrying amount of borrowings throughout the year:
Amounts in USD thousands | 2024 | 2023 |
Carrying amount at 1 January | 10,946 | 13,337 |
Change in capitalised fees and expenses | (797) | 202 |
Draw-down of borrowings | 18,401 | 5,000 |
Repayment of borrowings | (13,917) | (7,592) |
Carrying amount at 31 December | 14,633 | 10,946 |
Amounts in USD thousands | 2024 | 2023 |
Net debt | ||
Cash and cash equivalents | 19,474 | 28,157 |
Borrowings (current) | (14,633) | (10,946) |
Lease liabilities - current | (2,204) | (1,818) |
Lease liabilities - non-current | (5,810) | (6,801) |
Net interest bearing debt | (3,173) | 8,592 |
Net debt reconciliation
Amounts in USD thousands | Borrowings | Lease liabilities | Sub total | Cash and cashequivalents | Total |
Net debt as at 1 January 2023 | (13,337) | (8,792) | (22,129) | 30,974 | 8,845 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (2,693) | (2,693) |
Principal elements of lease payments | - | 2,808 | 2,808 | - | 2,808 |
Repayment of borrowings | 7,391 | - | 7,391 | - | 7,391 |
Proceeds from loans and borrowings | (5,000) | - | (5,000) | - | (5,000) |
Non-cash movements | |||||
New leases | - | (2,635) | (2,635) | - | (2,635) |
Foreign exchange adjustments | - | - | - | (124) | (124) |
Net debt as at 31 December 2023 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Net debt as at 1 January 2024 | (10,946) | (8,619) | (19,565) | 28,157 | 8,592 |
Cash flow from financing activities | |||||
Net change in cash and cash equivalents | - | - | - | (7,351) | (7,351) |
Principal elements of lease payments | 2,817 | 2,817 | - | 2,817 | |
Repayment of borrowings | 13,917 | 13,917 | - | 13,917 | |
Proceeds from loans and borrowings | (18,401) | - | (18,401) | (18,401) | |
Non-cash movements | |||||
New leases | - | (2,135) | (2,135) | - | (2,135) |
Foreign exchange adjustments | - | (77) | (77) | (1,332) | (1,409) |
Other changes | 797 | - | 797 | - | 797 |
Net debt as at 31 December 2024 | (14,633) | (8,014) | (22,647) | 19,474 | (3,173) |
Amounts in USD thousands | 2024 | 2023 |
Bank loans | ||
Current | 14,633 | 10,946 |
Total borrowings | 14,633 | 10,946 |
Reconciliation of change in carrying amount of borrowings throughout the year:
Amounts in USD thousands | 2024 | 2023 |
Carrying amount at 1 January | 10,946 | 13,337 |
Change in capitalised fees and expenses | (797) | 202 |
Draw-down of borrowings | 18,401 | 5,000 |
Repayment of borrowings | (13,917) | (7,592) |
Carrying amount at 31 December | 14,633 | 10,946 |
Amounts in USD thousands | 2024 | 2023 |
Net debt | ||
Cash and cash equivalents | 19,474 | 28,157 |
Borrowings (current) | (14,633) | (10,946) |
Lease liabilities - current | (2,204) | (1,818) |
Lease liabilities - non-current | (5,810) | (6,801) |
Net interest bearing debt | (3,173) | 8,592 |
Note 18. Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Provision for employees\u2019 end of service benefits
In accordance with the provisions of IAS 19, management has carried out an exercise to assess the present value of its obligations at 31 December 2024 and 2023, using the projected unit credit method, in respect of employees\u2019 end of service benefits payable under the Labour Laws of the countries in which the Group operates, where applicable. Under this method, an assessment has been made of an employee\u2019s expected service life with the Group and the expected basic salary at the date of leaving the service. The obligation for end of service benefits is not funded. Refer to note 6 for further information regarding pension schemes.
Amounts in USD thousands | 2024 | 2023 |
Provision for employees\u2019 end of service benefits | ||
Non-current | 4,329 | 4,330 |
Total | 4,329 | 4,330 |
Amounts in USD thousands | 2024 | 2023 |
Reconciliation of change in the provsions during the year | ||
At 1 January | 4,330 | 3,848 |
Provisions made during the year | 202 | 769 |
Payments made during the year | (203) | (287) |
At 31 December | 4,329 | 4,330 |
Defined benefit pension
A member of the Group operates a defined benefit scheme with a life insurance provider. As of 31 December 2024, the defined benefit plan covered 5 (31 December 2023: 7) active members and 2 retired members (31 December 2023: 2). The scheme is closed to new entrants.
The pension funds are placed in a portfolio of investments by the insurance provider which manages all transactions related to the pension scheme. The estimated return of the pension fund is based on market prices at the reporting date and projected development the period in which the pension scheme is valid.
The calculation of pension liabilities is based on assumptions in line with the actuarial valuation conducted at the reporting date. Actuarial gains and losses are presented as part of other comprehensive income.
Note 18. Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__71": { "value": "Note 19. Trade and other payables
Trade payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Amounts in USD thousands | 2024 | 2023 |
Trade payables | 9,501 | 12,577 |
Accrued employee benefits | 10,771 | 10,186 |
Taxation and social security contributions | 12,722 | 10,654 |
Other accrued expenses and payables | 15,595 | 11,413 |
Total trade and other payables | 48,589 | 44,830 |
Trade payables are non-interest bearing.
Note 19. Trade and other payables
Trade payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Amounts in USD thousands | 2024 | 2023 |
Trade payables | 9,501 | 12,577 |
Accrued employee benefits | 10,771 | 10,186 |
Taxation and social security contributions | 12,722 | 10,654 |
Other accrued expenses and payables | 15,595 | 11,413 |
Total trade and other payables | 48,589 | 44,830 |
Trade payables are non-interest bearing.
Note 19. Trade and other payables
Trade payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Amounts in USD thousands | 2024 | 2023 |
Trade payables | 9,501 | 12,577 |
Accrued employee benefits | 10,771 | 10,186 |
Taxation and social security contributions | 12,722 | 10,654 |
Other accrued expenses and payables | 15,595 | 11,413 |
Total trade and other payables | 48,589 | 44,830 |
Trade payables are non-interest bearing.
Note 19. Trade and other payables
Trade payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__75": { "value": "Note 20. Fair values of financial assets and financial liabilities
Financial assets
The Group classifies its financial assets at amortised cost or fair value based on the entity\u2019s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
The Group applies the IFRS\u00ae 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
Amounts in USD thousands | Valuation model | Carrying amount and Fair value | |
2024 | 2023 | ||
Financial assets | |||
Trade and other receivables | Amortised cost | 54,497 | 55,717 |
Contract assets | Amortised cost | 21,953 | 22,185 |
Cash and cash equivalents | Amortised cost | 19,474 | 28,157 |
Total financial assets | 95,924 | 106,059 | |
Financial liabilities | |||
Trade and other payables | Amortised cost | 48,589 | 44,830 |
Contract liabilities | Amortised cost | 2,367 | 1,978 |
Bank borrowings | Amortised cost | 14,633 | 10,946 |
Total financial liabilities | 65,589 | 57,754 |
The financial assets principally consist of cash and cash equivalents and trade and other receivables arising directly from operations. The financial liabilities principally consist of trade and other payables and bank borrowings arising directly from operations.
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Cash and bank deposits, trade and other current receivables, trade and other current payables and bank borrowings approximate their carrying amounts due to the short-term maturities of these instruments.
Note 20. Fair values of financial assets and financial liabilities
Financial assets
The Group classifies its financial assets at amortised cost or fair value based on the entity\u2019s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__76": { "value": "Note 21. Related party
Related party relationships are those involving control, joint control or significant influence. Related parties are in a position to enter into transactions with the Group that would not be undertaken between unrelated parties. There have been no significant transactions with related parties in 2024.
Compensation to Board of Directors
Amounts in USD thousands | 2024 | 2023 |
Glen R\u00f8dland, Chairman | 56 | 61 |
Rune Eng | 27 | 24 |
Hege Marie Norheim1 | 25 | - |
Yvonne L. Sandvold | 25 | 26 |
Synne Syrrist | 28 | 28 |
David Wells | 26 | 24 |
Total | 187 | 163 |
Compensation to Executive Management
2024 Amounts in USD thousands | Salary | Bonus | Pension | Other | Total |
Reuben Segal, Chief Executive Officer | 370 | 19 | 39 | 136 | 564 |
Stuart Jackson, Chief Financial Officer | 347 | 5 | 21 | 127 | 500 |
Bader Diab, Chief Operating Officer 2 | 285 | 16 | 11 | 16 | 328 |
Ian Cummins, Chief Commercial Officer 3 | 112 | - | 11 | 8 | 131 |
Katherine Philips, Chief Transformation Officer | 262 | 4 | 26 | 2 | 294 |
RV Ahilan, Chief Energy Transition Officer | 249 | 11 | 25 | 19 | 304 |
Svein Staalen, General Counsel | 222 | 8 | 23 | 1 | 254 |
Total | 1,847 | 63 | 156 | 309 | 2,375 |
2023 Amounts in USD thousands | Salary | Bonus | Pension | Other | Total |
Reuben Segal, Chief Executive Officer | 359 | 18 | 30 | 128 | 535 |
Bader Diab, Chief Operating Officer | 326 | 18 | 13 | 35 | 392 |
Stuart Jackson, Chief Financial Officer | 317 | 363 | 19 | 110 | 809 |
RV Ahilan, Chief Energy Transition Officer | 230 | 12 | 12 | 6 | 260 |
Svein Staalen, General Counsel | 197 | 10 | 18 | 3 | 228 |
Katherine Phillips, Chief Transformation Officer | 86 | - | 9 | - | 95 |
Total | 1,515 | 421 | 101 | 282 | 2,319 |
At 31 December 2024 there are no loan or prepayments to the Board of Directors, Executive Management or any other related parties.
There are no additional options issued, except for the options mentioned in note 16.
Shares and options held by members of the Board of Directors and Executive Management at 31 December 2024
Number of options | Number of shares | |
Board of Directors | ||
Glen R\u00f8dland, Chairman4 | - | 15,140,351 |
Rune Eng5 | - | 198,407 |
Hege Marie Norheim | - | - |
Yvonne L. Sandvold | - | - |
Synne Syrrist6 | - | 20,000 |
David Wells7 | - | 1,208,051 |
Executive Management | ||
Reuben Segal, CEO8 | 80,347 | 2,003,003 |
Stuart Jackson, CFO | 75,234 | 195,000 |
Ian Cummins, Chief Commercial Officer | 18,265 | - |
Katherine Philips, Chief Transformation Officer | 45,326 | - |
RV Ahilan, Chief Energy Transition Officer9 | 143,029 | 887,705 |
Svein Staalen, Legal Counsel | 39,254 | 337,864 |
Total | 401,455 | 19,990,381 |
1 Appointed in May 2023.
2 Retired in September 2024
3 Appointed in August 2024
4 The shares are held through Gross Management AS
5The shares are held through Eng Invest AS
6The shares are held through Eiketangen AS
7The shares are held through Banque Pictet & Cie SA
8The shares are held through The Bank of New York Mellon on behalf of AnAm Marine
9The shares are held through Euroclear Bank S.A./N.V.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__77": { "value": "Note 21. Related party
Related party relationships are those involving control, joint control or significant influence. Related parties are in a position to enter into transactions with the Group that would not be undertaken between unrelated parties. There have been no significant transactions with related parties in 2024.
Compensation to Board of Directors
Amounts in USD thousands | 2024 | 2023 |
Glen R\u00f8dland, Chairman | 56 | 61 |
Rune Eng | 27 | 24 |
Hege Marie Norheim1 | 25 | - |
Yvonne L. Sandvold | 25 | 26 |
Synne Syrrist | 28 | 28 |
David Wells | 26 | 24 |
Total | 187 | 163 |
Compensation to Executive Management
2024 Amounts in USD thousands | Salary | Bonus | Pension | Other | Total |
Reuben Segal, Chief Executive Officer | 370 | 19 | 39 | 136 | 564 |
Stuart Jackson, Chief Financial Officer | 347 | 5 | 21 | 127 | 500 |
Bader Diab, Chief Operating Officer 2 | 285 | 16 | 11 | 16 | 328 |
Ian Cummins, Chief Commercial Officer 3 | 112 | - | 11 | 8 | 131 |
Katherine Philips, Chief Transformation Officer | 262 | 4 | 26 | 2 | 294 |
RV Ahilan, Chief Energy Transition Officer | 249 | 11 | 25 | 19 | 304 |
Svein Staalen, General Counsel | 222 | 8 | 23 | 1 | 254 |
Total | 1,847 | 63 | 156 | 309 | 2,375 |
2023 Amounts in USD thousands | Salary | Bonus | Pension | Other | Total |
Reuben Segal, Chief Executive Officer | 359 | 18 | 30 | 128 | 535 |
Bader Diab, Chief Operating Officer | 326 | 18 | 13 | 35 | 392 |
Stuart Jackson, Chief Financial Officer | 317 | 363 | 19 | 110 | 809 |
RV Ahilan, Chief Energy Transition Officer | 230 | 12 | 12 | 6 | 260 |
Svein Staalen, General Counsel | 197 | 10 | 18 | 3 | 228 |
Katherine Phillips, Chief Transformation Officer | 86 | - | 9 | - | 95 |
Total | 1,515 | 421 | 101 | 282 | 2,319 |
At 31 December 2024 there are no loan or prepayments to the Board of Directors, Executive Management or any other related parties.
There are no additional options issued, except for the options mentioned in note 16.
Shares and options held by members of the Board of Directors and Executive Management at 31 December 2024
Number of options | Number of shares | |
Board of Directors | ||
Glen R\u00f8dland, Chairman4 | - | 15,140,351 |
Rune Eng5 | - | 198,407 |
Hege Marie Norheim | - | - |
Yvonne L. Sandvold | - | - |
Synne Syrrist6 | - | 20,000 |
David Wells7 | - | 1,208,051 |
Executive Management | ||
Reuben Segal, CEO8 | 80,347 | 2,003,003 |
Stuart Jackson, CFO | 75,234 | 195,000 |
Ian Cummins, Chief Commercial Officer | 18,265 | - |
Katherine Philips, Chief Transformation Officer | 45,326 | - |
RV Ahilan, Chief Energy Transition Officer9 | 143,029 | 887,705 |
Svein Staalen, Legal Counsel | 39,254 | 337,864 |
Total | 401,455 | 19,990,381 |
1 Appointed in May 2023.
2 Retired in September 2024
3 Appointed in August 2024
4 The shares are held through Gross Management AS
5The shares are held through Eng Invest AS
6The shares are held through Eiketangen AS
7The shares are held through Banque Pictet & Cie SA
8The shares are held through The Bank of New York Mellon on behalf of AnAm Marine
9The shares are held through Euroclear Bank S.A./N.V.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__78": { "value": "Note 22. Financial instruments
The Group\u2019s activities expose it to a variety of financial risks: market risk (including foreign exchange and interest rate risk), liquidity risk and credit risk. These risks are evaluated by management on an ongoing basis to assess and manage critical exposures. The Group\u2019s liquidity and market risks are managed as part of the Group\u2019s treasury activities. Treasury operations are conducted within a framework of established policies and procedures.
Market risk \u2013 foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily the Group's operating activities (when revenue or expense is denominated in a different currency from the Group's presentation currency), the Group's net investments in foreign subsidiaries, and the Group's foreign currency denominated cash deposits. The operating revenue, and thus the trade receivables, of the Group is primarily denominated in USD, while operating expenses are generally denominated in the functional currency of the Group's entities.
The Group maintains bank accounts in currencies other than functional currencies, resulting in exposure to foreign currency risk. Changes in the USD exchange rate would have had the following effect on the profit and loss of the Group:
Changes in currency exchange rates | +5% changes in rates | -5% changes in rates |
31 December 2024 | (925) | 1,022 |
31 December 2023 | 423 | (423) |
Interest rate risk
The Group\u2019s exposure to the risk of changes in market interest rates relates primarily to the Group\u2019s cash and cash equivalents and the bank borrowings. Both risks are considered to have limited effect on the Group\u2019s financial statements.
Liquidity risk
Liquidity risk is the potential loss arising from the Group's inability to meet its contractual obligations when due. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group monitors its risk to a shortage of funds using cash flow forecasts. The Group is ina build phase and currently the strategy is to fund the growth of the business through existing cash reserves, borrowing facilities and from shareholder\u2019s equity.The Group had cash and cash equivalents of USD 19.5 million at 31 December 2024 (2023: USD 28.2 million). Based on the current cash position, the Group assesses the liquidity risk to be low.
The table below summarises the maturity profile of the Group\u2019s financial liabilities based on contractual undiscounted
payments:
Amounts in USD thousands | Carrying amount | Contractual cash flow | Less than 1 year | Between 1 to 5 years | Over 5 years |
31 December 2024 | |||||
Trade and other payables | 48,589 | 48,589 | 48,589 | - | - |
Bank borrowings | 15,401 | 15,401 | 15,401 | - | - |
Lease liabilities | 8,014 | 8,014 | 2,204 | 4,618 | 1,192 |
31 December 2023 | |||||
Trade and other payables | 44,830 | 44,830 | 44,830 | - | - |
Bank borrowings | 10,946 | 10,946 | 10,946 | - | - |
Lease liabilities | 8,619 | 10,169 | 3,084 | 5,884 | 1,201 |
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and contract assets) and from its financing activities, including deposits with banks. Credit risk is managed on a Group basis.
Credit risk with respect to trade receivables and contract assets is limited by the large base and geographic diversity of the customer base. Customer credit risk is managed by each subsidiary in the Group, subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed on an individual basis, considering its financial position, trading history with the group and existence of previous financial difficulties and outstanding customer receivables are regularly monitored.
The requirement for an impairment is analysed at each reporting date on an individual basis for major customers. The group applies the IFRS\u00ae 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due with reference to past default experience of the debtor, an analysis of the debtor\u2019s current financial position and general current and forecast economic conditions of the industry in which the debtors operate. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The expected loss rates are based on the days past due for grouping of various customer segments and the corresponding historical credit losses experienced. The historical loss rates are adjusted to reflect current and forward looking information including the default risk associated with the industry and country in which customers operate affecting the ability of the customers to settle the receivables.
Specific debts are provided for where recovery is deemed uncertain, which will be assessed on a case-by-case basis
whenever debts are older than the due date, but always when debts are older than usual for the industry in which each business in the Group operates.
The ageing profile of trade receivables and contract assets balance as at 31 December 2024 and 2023 is as follows:
Amounts in USD thousands | 2024 | 2023 |
Trade receivables | ||
Up to 3 months | 45,278 | 40,043 |
3 to 6 months | 2,971 | 4,716 |
6 to 12 months | 1,035 | 1,867 |
Over 12 months | 1,066 | 849 |
Total trade receivables | 50,350 | 47,475 |
Contract assets | 21,953 | 22,185 |
Total trade receivables and contract assets | 72,303 | 69,660 |
Distribution of expected loss provisions for trade receivables and contract assets:
Amounts inUSD thousands | Up to 3 months | 3 to 6 months | 6 to 12 months | Over 12 months | Total trade receivables | Contract assets | Total |
31 December 2024 | |||||||
Gross amount | 45,278 | 2,971 | 1,035 | 1,066 | 50,350 | 21,953 | 72,303 |
Expected loss rate | 0.5 % | 1.7 % | 4.2% | 10.4% | 0.9% | 0.2 % | 0.6% |
Loss allowance | 226 | 50 | 43 | 111 | 430 | 34 | 464 |
31 December 2023 | |||||||
Gross amount | 40,243 | 4,797 | 1,948 | 1,098 | 48,087 | 22,238 | 70,325 |
Expected loss rate | 0.5 % | 1.7 % | 4.2 % | 22.7 % | 1.2% | 0.2 % | 0.9 % |
Loss allowance | 201 | 81 | 82 | 249 | 612 | 53 | 665 |
Reconciliation of loss allowance in respect of trade receivables and contract assets during the year
Amounts in USD thousands | Trade receivables | Contract assets | ||
2024 | 2023 | 2024 | 2023 | |
At 1 January | 612 | 836 | 90 | 143 |
Net remeasurement of loss allowance | 811 | 210 | 18 | 14 |
Write-back for the year | (200) | (434) | (74) | (67) |
Amounts written-off | (793) | - | - | - |
At 31 December | 430 | 612 | 34 | 90 |
The credit risk on deposits with banks is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. At the end of the reporting period, there were no significant concentrations of credit risk. The maximum exposure to credit risk at the reporting date is the carrying value of cash deposits with banks of USD 19.5 million (2023: USD 28.2 million).
Capital management
The Group\u2019s objectives when managing capital are to:
safeguard the ability to continue as a going concern, so that the Group can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.
The Group manages its capital structure so as to maintain investor and market confidence and to provide returns to shareholders that will support the future development of the business. In order to maintain or adjust the capital structure if required in response to changes in economic conditions, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group considers its capital as consisting of ordinary shares and retained earnings.
The Board monitors underlying business performance to determine the ongoing use of capital, namely executive and staff incentive schemes (and whether to fund this through cash or share incentives), acquisition appraisals ahead of potential business combinations, investment in property, plant and equipment, and the level of dividends.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__79": { "value": "Note 22. Financial instruments
The Group\u2019s activities expose it to a variety of financial risks: market risk (including foreign exchange and interest rate risk), liquidity risk and credit risk. These risks are evaluated by management on an ongoing basis to assess and manage critical exposures. The Group\u2019s liquidity and market risks are managed as part of the Group\u2019s treasury activities. Treasury operations are conducted within a framework of established policies and procedures.
Market risk \u2013 foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily the Group's operating activities (when revenue or expense is denominated in a different currency from the Group's presentation currency), the Group's net investments in foreign subsidiaries, and the Group's foreign currency denominated cash deposits. The operating revenue, and thus the trade receivables, of the Group is primarily denominated in USD, while operating expenses are generally denominated in the functional currency of the Group's entities.
The Group maintains bank accounts in currencies other than functional currencies, resulting in exposure to foreign currency risk. Changes in the USD exchange rate would have had the following effect on the profit and loss of the Group:
Changes in currency exchange rates | +5% changes in rates | -5% changes in rates |
31 December 2024 | (925) | 1,022 |
31 December 2023 | 423 | (423) |
Interest rate risk
The Group\u2019s exposure to the risk of changes in market interest rates relates primarily to the Group\u2019s cash and cash equivalents and the bank borrowings. Both risks are considered to have limited effect on the Group\u2019s financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__80": { "value": "Market risk \u2013 foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily the Group's operating activities (when revenue or expense is denominated in a different currency from the Group's presentation currency), the Group's net investments in foreign subsidiaries, and the Group's foreign currency denominated cash deposits. The operating revenue, and thus the trade receivables, of the Group is primarily denominated in USD, while operating expenses are generally denominated in the functional currency of the Group's entities.
The Group maintains bank accounts in currencies other than functional currencies, resulting in exposure to foreign currency risk. Changes in the USD exchange rate would have had the following effect on the profit and loss of the Group:
Changes in currency exchange rates | +5% changes in rates | -5% changes in rates |
31 December 2024 | (925) | 1,022 |
31 December 2023 | 423 | (423) |
Liquidity risk
Liquidity risk is the potential loss arising from the Group's inability to meet its contractual obligations when due. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group monitors its risk to a shortage of funds using cash flow forecasts. The Group is ina build phase and currently the strategy is to fund the growth of the business through existing cash reserves, borrowing facilities and from shareholder\u2019s equity.The Group had cash and cash equivalents of USD 19.5 million at 31 December 2024 (2023: USD 28.2 million). Based on the current cash position, the Group assesses the liquidity risk to be low.
The table below summarises the maturity profile of the Group\u2019s financial liabilities based on contractual undiscounted
payments:
Amounts in USD thousands | Carrying amount | Contractual cash flow | Less than 1 year | Between 1 to 5 years | Over 5 years |
31 December 2024 | |||||
Trade and other payables | 48,589 | 48,589 | 48,589 | - | - |
Bank borrowings | 15,401 | 15,401 | 15,401 | - | - |
Lease liabilities | 8,014 | 8,014 | 2,204 | 4,618 | 1,192 |
31 December 2023 | |||||
Trade and other payables | 44,830 | 44,830 | 44,830 | - | - |
Bank borrowings | 10,946 | 10,946 | 10,946 | - | - |
Lease liabilities | 8,619 | 10,169 | 3,084 | 5,884 | 1,201 |
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and contract assets) and from its financing activities, including deposits with banks. Credit risk is managed on a Group basis.
Credit risk with respect to trade receivables and contract assets is limited by the large base and geographic diversity of the customer base. Customer credit risk is managed by each subsidiary in the Group, subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed on an individual basis, considering its financial position, trading history with the group and existence of previous financial difficulties and outstanding customer receivables are regularly monitored.
The requirement for an impairment is analysed at each reporting date on an individual basis for major customers. The group applies the IFRS\u00ae 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due with reference to past default experience of the debtor, an analysis of the debtor\u2019s current financial position and general current and forecast economic conditions of the industry in which the debtors operate. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The expected loss rates are based on the days past due for grouping of various customer segments and the corresponding historical credit losses experienced. The historical loss rates are adjusted to reflect current and forward looking information including the default risk associated with the industry and country in which customers operate affecting the ability of the customers to settle the receivables.
Specific debts are provided for where recovery is deemed uncertain, which will be assessed on a case-by-case basis
whenever debts are older than the due date, but always when debts are older than usual for the industry in which each business in the Group operates.
The ageing profile of trade receivables and contract assets balance as at 31 December 2024 and 2023 is as follows:
Amounts in USD thousands | 2024 | 2023 |
Trade receivables | ||
Up to 3 months | 45,278 | 40,043 |
3 to 6 months | 2,971 | 4,716 |
6 to 12 months | 1,035 | 1,867 |
Over 12 months | 1,066 | 849 |
Total trade receivables | 50,350 | 47,475 |
Contract assets | 21,953 | 22,185 |
Total trade receivables and contract assets | 72,303 | 69,660 |
Distribution of expected loss provisions for trade receivables and contract assets:
Amounts inUSD thousands | Up to 3 months | 3 to 6 months | 6 to 12 months | Over 12 months | Total trade receivables | Contract assets | Total |
31 December 2024 | |||||||
Gross amount | 45,278 | 2,971 | 1,035 | 1,066 | 50,350 | 21,953 | 72,303 |
Expected loss rate | 0.5 % | 1.7 % | 4.2% | 10.4% | 0.9% | 0.2 % | 0.6% |
Loss allowance | 226 | 50 | 43 | 111 | 430 | 34 | 464 |
31 December 2023 | |||||||
Gross amount | 40,243 | 4,797 | 1,948 | 1,098 | 48,087 | 22,238 | 70,325 |
Expected loss rate | 0.5 % | 1.7 % | 4.2 % | 22.7 % | 1.2% | 0.2 % | 0.9 % |
Loss allowance | 201 | 81 | 82 | 249 | 612 | 53 | 665 |
Reconciliation of loss allowance in respect of trade receivables and contract assets during the year
Amounts in USD thousands | Trade receivables | Contract assets | ||
2024 | 2023 | 2024 | 2023 | |
At 1 January | 612 | 836 | 90 | 143 |
Net remeasurement of loss allowance | 811 | 210 | 18 | 14 |
Write-back for the year | (200) | (434) | (74) | (67) |
Amounts written-off | (793) | - | - | - |
At 31 December | 430 | 612 | 34 | 90 |
The credit risk on deposits with banks is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. At the end of the reporting period, there were no significant concentrations of credit risk. The maximum exposure to credit risk at the reporting date is the carrying value of cash deposits with banks of USD 19.5 million (2023: USD 28.2 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__83": { "value": "Capital management
The Group\u2019s objectives when managing capital are to:
safeguard the ability to continue as a going concern, so that the Group can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.
The Group manages its capital structure so as to maintain investor and market confidence and to provide returns to shareholders that will support the future development of the business. In order to maintain or adjust the capital structure if required in response to changes in economic conditions, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group considers its capital as consisting of ordinary shares and retained earnings.
The Board monitors underlying business performance to determine the ongoing use of capital, namely executive and staff incentive schemes (and whether to fund this through cash or share incentives), acquisition appraisals ahead of potential business combinations, investment in property, plant and equipment, and the level of dividends.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__84": { "value": "Note 23. Contingencies
Bank guarantees\t
As at 31 December 2024, the Group had issued bank guarantees amounting to USD 1.3 million (31 December 2023: USD 1.3 million) and had outstanding letters of credit amounting to USD 3.6 million (31 December 2023: USD 2.8 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:5967007LIEEXZXH86O96", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__85": { "value": "Note 24. List of subsidiaries
The Group\u2019s principal subsidiaries at 31 December 2024 are set out below providing marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. Unless otherwise indicated, all shareholdings owned directly or indirectly by the Company represent 100% of the issued share capital of the subsidiary and the share capital is comprised of ordinary shares. All entities primarily operate in their country of incorporation.
Name of entity | Place of business/ country ofincorporation | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
A B L Marine Services LLC3 | United Arab Emirates (Abu Dhabi) | 95% | 95% | 49% | 49% |
A B L Marine Services LLC2 | United Arab Emirates (Dubai) | 49% | 49% | 49% | 49% |
ABL (Australasia) Pty Ltd | Australia | 100% | 100% | 100% | 100% |
ABL Aberdeen Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Adjusting Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Consultants (Thailand) Co Ltd | Thailand | 48% | 48% | 48% | 48% |
ABL Consultants Malaysia Sdn Bhd | Malaysia | 49% | 49% | 49% | 49% |
ABL Energy & Marine Consultants (Canada) Ltd | Canada | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Brasil Ltda | Brazil | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants India Private Limited | India | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants RO SRL | Romania | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants South Africa (Pty) Ltd | South Africa | 100% | 100% | 100% | 100% |
ABL Group Holding Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
ABL Group Korea Ltd | Republic of Korea | 100% | 100% | 100% | 100% |
ABL HK Limited | Hong Kong | 100% | 100% | 100% | 100% |
ABL London Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Marine Services Co Limited | Saudi Arabia | 60% | 60% | 60% | 60% |
ABL Marine Services LLC2 | Qatar | 49% | 49% | 49% | 49% |
ABL Norway AS | Norway | 100% | 100% | 100% | 100% |
ABL Shanghai Co Ltd | China | 100% | 100% | 100% | 100% |
ABL Technical Services Holdings Limited1 | United Kingdom | 100% | 100% | 100% | 100% |
ABL Technical Services Pte Ltd | Saint Kitts and Nevis | 100% | 100% | 100% | 100% |
ABL Teknik Servis Denizcilik Limited Sirketi | Turkey | 100% | 100% | 100% | 100% |
ABL Treasury AS 1 | Norway | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
ABL Vietnam Company Ltd | Vietnam | 100% | 100% | 100% | 100% |
Add Energy & Partners LLC | Oman | 50% | 50% | 50% | 50% |
Add Energy Asia Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
Add Energy Australasia Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add Energy Canada Ltd | Canada | 100% | 100% | 100% | 100% |
Add Energy Group AS1 | Norway | 100% | 100% | 100% | 100% |
Add Energy LLC | United States | 100% | 100% | 100% | 100% |
Add Energy North America Holding AS | Norway | 100% | 100% | 100% | 100% |
Add Energy North America Holding LLC | United States | 100% | 100% | 100% | 100% |
Add Energy Offshore LLC | United States | 100% | 100% | 100% | 100% |
Add Energy Scotland Ltd | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Add IPS Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add ISRM Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add Latent Limited | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Add Lucid Pty Ltd | Australia | 100% | 100% | 100% | 100% |
ABL Group Norway AS4 | Norway | 100% | 100% | 100% | 100% |
AGR (Australia) Pty Ltd | Australia | 100% | 100% | 100% | 100% |
AGR AS1 | Norway | 100% | 100% | 100% | 100% |
AGR Consultancy Services AS | Norway | 100% | 100% | 100% | 100% |
ABL Group Scotland Ltd5 | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
AGR Energy Services AS | Norway | 100% | 100% | 100% | 100% |
AGR Mexico Well Management S de Rl de CV | Mexico | 100% | 100% | 100% | 100% |
AGR Software AS | Norway | 91% | 91% | 91% | 91% |
Aqualis Offshore UK Limited | United Kingdom | 100% | 100% | 100% | 100% |
Delta Wind Partners ApS | Denmark | 100% | 100% | 100% | 100% |
DWP Group ApS1 | Denmark | 100% | 100% | 100% | 100% |
East Point Geo Ltd.1 | United Kingdom | 100% | 100% | 100% | 100% |
Innosea Limited | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Innosea SAS | France | 100% | 100% | 100% | 100% |
John LeBourhis & Associates | United States | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
LOC (Germany) GmbH | Germany | 100% | 100% | 100% | 100% |
LOC (Kazakhstan) LLP | Kazakhstan | 100% | 100% | 100% | 100% |
ABL Group (Thailand) Co Ltd 6 | Thailand | 100% | 100% | 100% | 100% |
LOC (Netherlands) BV | Netherlands | 100% | 100% | 100% | 100% |
LOC (Tianjin) Co Ltd | China | 100% | 100% | 100% | 100% |
LOC (Tianjin) Risk Technology Service Co Ltd | China | 100% | 100% | 100% | 100% |
LOC Group Limited | United Kingdom | 100% | 100% | 100% | 100% |
LOC JLA Inc | United States | 100% | 100% | 100% | 100% |
LOC Senegal SAS | Senegal | 100% | 100% | 100% | 100% |
London Offshore Consultants (France) SARL | France | 100% | 100% | 100% | 100% |
London Offshore Consultants (Guernsey) Limited | Guernsey | 99% | 100% | 100% | 100% |
London Offshore Consultants (Holdings) Limited | United Kingdom | 100% | 100% | 100% | 100% |
London Offshore Consultants (India) Pvt Ltd | India | 100% | 100% | 100% | 100% |
London Offshore Consultants (Korea) Limited | South Korea | 100% | 100% | 100% | 100% |
London Offshore Consultants (Malaysia) Sdn Bhd 2 | Malaysia | 49% | 49% | 49% | 49% |
London Offshore Consultants (Mexico) SA de CV | Mexico | 100% | 100% | 100% | 100% |
London Offshore Consultants (Nigeria) Limited | Nigeria | 100% | 100% | 100% | 100% |
London Offshore Consultants Brasil Ltda. | Brazil | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Ltd. | United Kingdom | 100% | 100% | 100% | 100% |
London Offshore Consultants Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
London Offshore Consultants WLL 2 | United Arab Emirates | 49% | 49% | 49% | 49% |
Longitude Consultancy Holdings Limited | United Kingdom | 100% | 100% | 100% | 100% |
Longitude Consultants Inc | United States | 100% | 100% | 100% | 100% |
Longitude Consulting Engineers Ltd | United Kingdom | 100% | 100% | 100% | 100% |
Longitude Engineering de Mexico SA de CV | Mexico | 100% | 100% | 100% | 100% |
Longitude Engineering Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
Lucid Unit Trust | Australia | 100% | 100% | 100% | 100% |
Neptune Bidco Limited | United Kingdom | 100% | 100% | 100% | 100% |
Neptune Midco 1 Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
Neptune Midco 2 Limited | United Kingdom | 100% | 100% | 100% | 100% |
Offshore Wind Consultants Ireland Limited | Ireland | 100% | 100% | 100% | 100% |
Offshore Wind Consultants Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
Offshore Wind Consultants Taiwan Co Ltd | Taiwan | 100% | 100% | 100% | 100% |
Oracle Services Pty Ltd | Australia | 100% | 100% | 100% | 100% |
OWC (Aqualis) GmbH | Germany | 100% | 100% | 100% | 100% |
OWC Japan Ltd Tokyo | Japan | 100% | 100% | 100% | 100% |
PT ABL Indonesia Offshore | Indonesia | 100% | 100% | 100% | 100% |
SpotOn Well Management Ltd | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Transitory Pty Ltd | Australia | 100% | 100% | 100% | 100% |
OWC Espana - ABL Group SL 8 | Spain | 100% | 100% | - | - |
Ross Offshore AS 7 | Norway | 100% | 100% | - | - |
Ross Offshore Consultants AS 7 | Norway | 100% | 100% | - | - |
Ross Offshore Well Management AS 7 | Norway | 100% | 100% | - | - |
ABL Energy & Marine Consultants Bulgaria Ltd 8 | Bulgaria | 100% | 100% | - | - |
Hidromod - Modela\u00e7\u00e3o em Engenharia, Lda 7 | Portugal | 100% | 100% | - | - |
ABL Group (NZ) Limited 8 | New Zealand | 100% | 100% | - | - |
1 Investments held directly by ABL Group ASA
2\tThe remaining legal ownership in each case is registered in the name of local sponsors in accordance with statutory regulations of those countries, who has assigned all the economic benefits attached to their shareholdings to the Group entity. The Group consolidates this entity under IFRS 10, retaining control through board majority, decision-making rights, and management agreements. As the Group is exposed to variable returns and can direct key activities, the entity is treated as a wholly owned subsidiary in these consolidated financial statements.
3 Shareholding increased to 95% in 2024
4Name changed from Add Wellflow AS to ABL Group Norway AS
5Name changed from AGR Consultancy Solutions Ltd to ABL Group Scotland Ltd
6Name changed from LOC (Laem Chabang) Co Ltd to ABL Group (Thailand) Co Ltd
7Newly acquired subsidiary in 2024
8Newly incorporated subsidiary in 2024
Note 24. List of subsidiaries
The Group\u2019s principal subsidiaries at 31 December 2024 are set out below providing marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. Unless otherwise indicated, all shareholdings owned directly or indirectly by the Company represent 100% of the issued share capital of the subsidiary and the share capital is comprised of ordinary shares. All entities primarily operate in their country of incorporation.
Name of entity | Place of business/ country ofincorporation | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
A B L Marine Services LLC3 | United Arab Emirates (Abu Dhabi) | 95% | 95% | 49% | 49% |
A B L Marine Services LLC2 | United Arab Emirates (Dubai) | 49% | 49% | 49% | 49% |
ABL (Australasia) Pty Ltd | Australia | 100% | 100% | 100% | 100% |
ABL Aberdeen Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Adjusting Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Consultants (Thailand) Co Ltd | Thailand | 48% | 48% | 48% | 48% |
ABL Consultants Malaysia Sdn Bhd | Malaysia | 49% | 49% | 49% | 49% |
ABL Energy & Marine Consultants (Canada) Ltd | Canada | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Brasil Ltda | Brazil | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants India Private Limited | India | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants RO SRL | Romania | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants South Africa (Pty) Ltd | South Africa | 100% | 100% | 100% | 100% |
ABL Group Holding Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
ABL Group Korea Ltd | Republic of Korea | 100% | 100% | 100% | 100% |
ABL HK Limited | Hong Kong | 100% | 100% | 100% | 100% |
ABL London Limited | United Kingdom | 100% | 100% | 100% | 100% |
ABL Marine Services Co Limited | Saudi Arabia | 60% | 60% | 60% | 60% |
ABL Marine Services LLC2 | Qatar | 49% | 49% | 49% | 49% |
ABL Norway AS | Norway | 100% | 100% | 100% | 100% |
ABL Shanghai Co Ltd | China | 100% | 100% | 100% | 100% |
ABL Technical Services Holdings Limited1 | United Kingdom | 100% | 100% | 100% | 100% |
ABL Technical Services Pte Ltd | Saint Kitts and Nevis | 100% | 100% | 100% | 100% |
ABL Teknik Servis Denizcilik Limited Sirketi | Turkey | 100% | 100% | 100% | 100% |
ABL Treasury AS 1 | Norway | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
ABL Vietnam Company Ltd | Vietnam | 100% | 100% | 100% | 100% |
Add Energy & Partners LLC | Oman | 50% | 50% | 50% | 50% |
Add Energy Asia Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
Add Energy Australasia Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add Energy Canada Ltd | Canada | 100% | 100% | 100% | 100% |
Add Energy Group AS1 | Norway | 100% | 100% | 100% | 100% |
Add Energy LLC | United States | 100% | 100% | 100% | 100% |
Add Energy North America Holding AS | Norway | 100% | 100% | 100% | 100% |
Add Energy North America Holding LLC | United States | 100% | 100% | 100% | 100% |
Add Energy Offshore LLC | United States | 100% | 100% | 100% | 100% |
Add Energy Scotland Ltd | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Add IPS Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add ISRM Pty Ltd | Australia | 100% | 100% | 100% | 100% |
Add Latent Limited | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Add Lucid Pty Ltd | Australia | 100% | 100% | 100% | 100% |
ABL Group Norway AS4 | Norway | 100% | 100% | 100% | 100% |
AGR (Australia) Pty Ltd | Australia | 100% | 100% | 100% | 100% |
AGR AS1 | Norway | 100% | 100% | 100% | 100% |
AGR Consultancy Services AS | Norway | 100% | 100% | 100% | 100% |
ABL Group Scotland Ltd5 | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
AGR Energy Services AS | Norway | 100% | 100% | 100% | 100% |
AGR Mexico Well Management S de Rl de CV | Mexico | 100% | 100% | 100% | 100% |
AGR Software AS | Norway | 91% | 91% | 91% | 91% |
Aqualis Offshore UK Limited | United Kingdom | 100% | 100% | 100% | 100% |
Delta Wind Partners ApS | Denmark | 100% | 100% | 100% | 100% |
DWP Group ApS1 | Denmark | 100% | 100% | 100% | 100% |
East Point Geo Ltd.1 | United Kingdom | 100% | 100% | 100% | 100% |
Innosea Limited | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Innosea SAS | France | 100% | 100% | 100% | 100% |
John LeBourhis & Associates | United States | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
LOC (Germany) GmbH | Germany | 100% | 100% | 100% | 100% |
LOC (Kazakhstan) LLP | Kazakhstan | 100% | 100% | 100% | 100% |
ABL Group (Thailand) Co Ltd 6 | Thailand | 100% | 100% | 100% | 100% |
LOC (Netherlands) BV | Netherlands | 100% | 100% | 100% | 100% |
LOC (Tianjin) Co Ltd | China | 100% | 100% | 100% | 100% |
LOC (Tianjin) Risk Technology Service Co Ltd | China | 100% | 100% | 100% | 100% |
LOC Group Limited | United Kingdom | 100% | 100% | 100% | 100% |
LOC JLA Inc | United States | 100% | 100% | 100% | 100% |
LOC Senegal SAS | Senegal | 100% | 100% | 100% | 100% |
London Offshore Consultants (France) SARL | France | 100% | 100% | 100% | 100% |
London Offshore Consultants (Guernsey) Limited | Guernsey | 99% | 100% | 100% | 100% |
London Offshore Consultants (Holdings) Limited | United Kingdom | 100% | 100% | 100% | 100% |
London Offshore Consultants (India) Pvt Ltd | India | 100% | 100% | 100% | 100% |
London Offshore Consultants (Korea) Limited | South Korea | 100% | 100% | 100% | 100% |
London Offshore Consultants (Malaysia) Sdn Bhd 2 | Malaysia | 49% | 49% | 49% | 49% |
London Offshore Consultants (Mexico) SA de CV | Mexico | 100% | 100% | 100% | 100% |
London Offshore Consultants (Nigeria) Limited | Nigeria | 100% | 100% | 100% | 100% |
London Offshore Consultants Brasil Ltda. | Brazil | 100% | 100% | 100% | 100% |
ABL Energy & Marine Consultants Ltd. | United Kingdom | 100% | 100% | 100% | 100% |
London Offshore Consultants Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
London Offshore Consultants WLL 2 | United Arab Emirates | 49% | 49% | 49% | 49% |
Longitude Consultancy Holdings Limited | United Kingdom | 100% | 100% | 100% | 100% |
Longitude Consultants Inc | United States | 100% | 100% | 100% | 100% |
Longitude Consulting Engineers Ltd | United Kingdom | 100% | 100% | 100% | 100% |
Longitude Engineering de Mexico SA de CV | Mexico | 100% | 100% | 100% | 100% |
Longitude Engineering Pte Ltd | Singapore | 100% | 100% | 100% | 100% |
Lucid Unit Trust | Australia | 100% | 100% | 100% | 100% |
Neptune Bidco Limited | United Kingdom | 100% | 100% | 100% | 100% |
Neptune Midco 1 Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
Neptune Midco 2 Limited | United Kingdom | 100% | 100% | 100% | 100% |
Offshore Wind Consultants Ireland Limited | Ireland | 100% | 100% | 100% | 100% |
Offshore Wind Consultants Limited 1 | United Kingdom | 100% | 100% | 100% | 100% |
Name of entity | Place of business/ country of incorpo-ration | 2024 | 2023 | ||
Ownership interest | Voting power | Ownership interest | Voting power | ||
Offshore Wind Consultants Taiwan Co Ltd | Taiwan | 100% | 100% | 100% | 100% |
Oracle Services Pty Ltd | Australia | 100% | 100% | 100% | 100% |
OWC (Aqualis) GmbH | Germany | 100% | 100% | 100% | 100% |
OWC Japan Ltd Tokyo | Japan | 100% | 100% | 100% | 100% |
PT ABL Indonesia Offshore | Indonesia | 100% | 100% | 100% | 100% |
SpotOn Well Management Ltd | United Kingdom (Scotland) | 100% | 100% | 100% | 100% |
Transitory Pty Ltd | Australia | 100% | 100% | 100% | 100% |
OWC Espana - ABL Group SL 8 | Spain | 100% | 100% | - | - |
Ross Offshore AS 7 | Norway | 100% | 100% | - | - |
Ross Offshore Consultants AS 7 | Norway | 100% | 100% | - | - |
Ross Offshore Well Management AS 7 | Norway | 100% | 100% | - | - |
ABL Energy & Marine Consultants Bulgaria Ltd 8 | Bulgaria | 100% | 100% | - | - |
Hidromod - Modela\u00e7\u00e3o em Engenharia, Lda 7 | Portugal | 100% | 100% | - | - |
ABL Group (NZ) Limited 8 | New Zealand | 100% | 100% | - | - |
1 Investments held directly by ABL Group ASA
2\tThe remaining legal ownership in each case is registered in the name of local sponsors in accordance with statutory regulations of those countries, who has assigned all the economic benefits attached to their shareholdings to the Group entity. The Group consolidates this entity under IFRS 10, retaining control through board majority, decision-making rights, and management agreements. As the Group is exposed to variable returns and can direct key activities, the entity is treated as a wholly owned subsidiary in these consolidated financial statements.
3 Shareholding increased to 95% in 2024
4Name changed from Add Wellflow AS to ABL Group Norway AS
5Name changed from AGR Consultancy Solutions Ltd to ABL Group Scotland Ltd
6Name changed from LOC (Laem Chabang) Co Ltd to ABL Group (Thailand) Co Ltd
7Newly acquired subsidiary in 2024
8Newly incorporated subsidiary in 2024
Note 25. Shareholder information
The list of top 20 shareholders below is based on the shareholder register as per 31 December 2024. Actual shareholding may deviate due to the use of nominee accounts.
Name of Shareholder | No. of shares | % ownership |
Gross Management As | 15,140,351 | 11.6 % |
Holmen Spesialfond | 9,879,674 | 7.6 % |
Dnb Bank Asa | 7,637,835 | 5.9 % |
Bj\u00f8rn Stray | 6,317,743 | 4.9 % |
Rga Energy Holdings As | 6,055,556 | 4.7 % |
Verdipapirfondet Holberg Norge | 5,276,626 | 4.1 % |
Melesio Invest As | 4,876,016 | 3.7 % |
Hausta Investor As | 4,603,643 | 3.5 % |
Vpf Fondsfinans Utbytte | 4,500,000 | 3.5 % |
Mp Pensjon Pk | 3,110,195 | 2.4 % |
Krb Capital As | 2,639,065 | 2.0 % |
Valorem As | 2,515,000 | 1.9 % |
The Bank of New York Mellon | 2,003,003 | 1.5 % |
Saxo Bank A/S | 1,791,577 | 1.4 % |
Intertrade Shipping As | 1,750,000 | 1.3 % |
Catilina Invest As | 1,735,339 | 1.3 % |
Trapesa As | 1,716,505 | 1.3 % |
Sbakkejord As | 1,666,667 | 1.3 % |
Badreddin Diab | 1,652,695 | 1.3 % |
Amphytron Invest As | 1,600,339 | 1.2 % |
Note 26. Events after the reporting date
Events after the balance sheet date
New information on the Group's positions at the balance sheet date is considered in the annual financial statements. Events after the balance sheet date that do not affect the Group's position at the balance sheet date, but which will affect the Group's position in the future, are disclosed if significant.
Subsequent to the balance sheet date the following material events have occurred.
Business combinations
Acquisition of Proper Marine Projetos, Consultoria e Servi\u00e7os de Engenharia(\"Proper Marine\")
On 13 January 2025, the Group acquired 100% of the share capital of Brazil-based naval architecture and engineering consultancy Proper Marine for a cash consideration of USD 2.0 million and up to 2,302,494 shares in the Company, subject to certain performance criteria. The acquisition will expand the Group\u2019s technical centre of excellence in design and engineering for maritime and offshore energy construction and operations. Proper Marine will be integrated into and reported under the Longitude segment. Due to the proximity of the date of completion and the publication of the annual report, no purchase price allocation is available.
Acquisition of Techconsult AS (\"Techconsult\")
On 12 February 2025, the Group announced its intention to purchase the entire share capital of Techconsult, a leading technical resourcing and recruitment company based in Norway, for an estimated cash consideration of USD 3.7 million.The transaction was completed on 1 April 2025. Techconsult will be reported under the Group\u2019s AGR segment and will expand the Group\u2019s resourcing offering. Due to the proximity of the date of completion and the publication of the annual report, no purchase price allocation is available.
Exercise of share options
Following an exercise window that closed on 20 January 2025, a total of 990,000 share options were exercised on that date resulting in an increase the share capital of the parent company of NOK 99,000.
Following the above option exercises there were 131,092,867 ordinary in issue.
Income statement
Amounts in NOK thousands | Note | 2024 | 2023 |
Revenues | 2 | 1,228 | 14,366 |
Total Revenues | 1,228 | 14,366 | |
Staff costs | 3 | (4,448) | (13,579) |
Other operating expenses | 4 | (59,016) | (16,870) |
Depreciation | 5 | (68) | (21) |
Operating profit/loss (EBIT) | (62,303) | (16,104) | |
Finance income | 6 | 34,776 | 37,235 |
Finance expenses | 6 | (1,673) | (22,836) |
Net foreign exchange gain/loss | 6 | 14,778 | 18,610 |
Profit / (loss) before income tax | (14,422) | 16,905 | |
Income tax expense | 7 | 3,172 | (3,622) |
Profit / (loss) for the year | (11,250) | 13,283 |
Statement of financial positionas at 31 December 2024
Amounts in NOK thousands | Note | 2024 | 2023 |
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 5 | 116 | 184 |
Investments in subsidiaries | 8 | 600,684 | 600,684 |
Non-current portion of receivables | 9 | 460,865 | 409,432 |
Total non-current assets | 1,061,665 | 1,010,300 | |
Current assets | |||
Trade and other receivables | 9, 10 | 38,595 | 29,651 |
Cash and cash equivalents | 11 | 193 | 2,475 |
Total current assets | 38,788 | 32,126 | |
Total assets | 1,100,453 | 1,042,426 | |
EQUITY AND LIABILITIES | |||
Equity | |||
Share capital | 12, 13 | 13,010 | 12,335 |
Consideration shares | 13 | 2,680 | 9,892 |
Retained earnings | 13 | 51,497 | 62,747 |
Other paid-in capital | 13 | 559,731 | 633,938 |
Total equity | 626,918 | 718,912 | |
Non-current liabilities | |||
Deferred tax liabilities | 7 | 5,381 | 8,553 |
Total non-current liabilities | 5,381 | 8,553 |
Amounts in NOK thousands | Note | 2024 | 2023 |
Current liabilities | |||
Trade and other payables | 14 | 468,153 | 203,755 |
Bank borrowings | 15 | - | 111,206 |
Total current liabilities | 468,153 | 314,961 | |
Total liabilities | 473,534 | 323,514 | |
Total equity and liabilities | 1,100,453 | 1,042,426 |
Oslo, 28 April 2025
Reuben Segal
CEO
Yvonne L. Sandvold
Board Member
Glen Ole R\u00f8dland
Chair of the Board
David Wells
Board Member
Rune Eng
Board Member
Hege Marie Norheim
Board Member
Synne Syrrist
Board Member
Statement of cash flows
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short term, highly liquid investments with maturities of three months or less. Deposits held by the bank against guarantees provided to the customers are classified and accounted for in other current assets.
Amounts in NOK thousands | Note | 2024 | 2023 |
Cash flow from operating activities | |||
Profit (loss) before income tax | (14,422) | 16,905 | |
Non-cash adjustments to reconcile profit before tax to cash flow: | |||
Depreciation | 5 | 68 | 21 |
Impairment of loan to subsidiary | 6 | - | 12,146 |
Changes in working capital: | |||
Changes in trade and other receivables | (84,702) | 4,067 | |
Changes in trade and other payables | 97,498 | 76,822 | |
Cash flow from operating activities | (1,558) | 109,961 | |
Cash flow from investing activities | |||
Property, plant and equipment | 5 | - | 25 |
Repayments of loans from subsidiaries | 9 | 24,325 | 1,849 |
New loans to subsidiaries | - | (3,716) | |
Investments in subsidiaries | 8 | - | (16,929) |
Cash flow from investing activities | 24,325 | (18,770) | |
Cash outflow from financing activities | |||
Change in cash pool | 55,044 | - | |
New loans from subsidiaries | 111,856 | - | |
Proceeds from issuance of shares (net of transaction costs) | 13 | 30,138 | - |
Repayments of bank borrowings | 15 | (111,205) | (26,869) |
Dividends paid | 13 | (110,882) | (94,448) |
Cash outflow from financing activities | (25,048) | (121,317) | |
Net change in cash and cash equivalents | (2,282) | (30,126) | |
Cash and cash equivalents at beginning of year | 2,475 | 32,601 | |
Cash and cash equivalents at end of year | 193 | 2,475 |
Notes to the Financial Statements
Note 1. Accounting principles
General Information
ABL Group ASA (\u201cthe Company\u201d) is a limited liability company incorporated on 13 June 2014 and domiciled in Norway with its registered office at Karenslyst All\u00e9 4, 0278 Oslo, Norway. The Company is listed on Oslo Stock Exchange.
The Company is principally an investment holding company. Its other activities include provision of management services to related companies.
The principal activities of the subsidiaries are disclosed in Note 24 to the ABL Group ASA\u2019s consolidated financial statements. Note 24 to the ABL Group ASA's consolidated financial statements also specifies all entities that form part of the Group.
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (NGAAP). The Group\u2019s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS\u00ae) and interpretations from International Financial Reporting Interpretations Committee (IFRIC\u00ae) as adopted by the EU and further requirements in Norwegian Accounting Law (Regnskapsloven). There are no material differences applied to the Company's financial statements when they are consolidated into the Group's financial statements.
Contingent consideration
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability is subsequently remeasured to fair value, with changes in fair value recognised in the income statement.
Balance sheet classification
Current assets and short-term liabilities consist of receivables and payables due within one year, and items related to the normal operating cycle. Other balance sheet items are classified as non-current.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognised at nominal value.
Other accounting principles
Other relevant accounting principles are presented in the individual notes for consistency and easy reference.
Note 2. Revenues
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, considering contractually defined terms of payment and excluding taxes or duty.
Amounts in NOK thousands | 2024 | 2023 |
Corporate group management fees | 1,228 | 14,336 |
Other revenue | - | 30 |
Total revenues | 1,228 | 14,366 |
Corporate group management fee is in its entirety charged to ABL Group Holding Ltd. and form part of the total Group charges that are distributed between operating entities within the Group.
The change in Corporate group management fees follows the transfer of all employees and several vendor contracts to ABL Treasury AS from of 1 January 2024.
Note 3. Staff costs
Amounts in NOK thousands | 2024 | 2023 |
Salaries | 4,141 | 10,478 |
Social security contributions | 264 | 1,767 |
Pension costs | - | 813 |
Other personnel costs | 43 | 522 |
Total staff costs | 4,448 | 13,579 |
At 31 December 2024 the Company had 0 employees (2023: 3 employees). Salaries includes compensation to the Members of the Board, Audit- and Remuneration committees. All employees of the Company and the corresponding pension scheme were transferred to ABL Treasury AS, effective 1 January 2024, hence no Pension scheme is in force for the Company by Year End. Please refer to Note 21 in the Group consolidated financial statements for further information regarding the remuneration to Board members and Executive management.\t
Note 4. Other operating expenses
Amounts in NOK thousands | 2024 | 2023 |
Professional fees | 12,929 | 9,767 |
Share of corporate costs | 44,062 | - |
Office rental cost | - | 908 |
Other costs | 2,025 | 6,195 |
Total other operating expenses | 59,016 | 16,870 |
Remuneration to the Auditors1
Amounts in NOK thousands | 2024 | 2023 |
Audit | 4,554 | 4,368 |
Other assurance services | 98 | 1,200 |
Other services | 164 | 1,672 |
Total remuneration to the Auditors | 4,816 | 7,240 |
1All fees are exclusive of VAT.
The major change in Share of corporate cost is due to a change in policy of distributing general costs throughout the Group. 20% of corporate cost is now considered as shareholder cost.
Note 5. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the asset\u2019s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to the income statement in the period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate the assets\u2019 cost to their residual values over their estimated useful lives as follows:
Office equipment: 5 years, i.e. depreciation rate 20%
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.
An asset\u2019s carrying amount is written down immediately to its recoverable amount if the asset\u2019s carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
Amounts in NOK thousands | Office equipment | Total |
Cost | ||
As at 1 January 2023 | 32 | 32 |
Additions | 203 | 203 |
Disposals | (32) | (32) |
As at 31 December 2023 | 203 | 203 |
Depreciation | ||
As at 1 January 2023 | 17 | 17 |
Depreciation charge for the year | 21 | 21 |
Disposals | (19) | (19) |
As at 31 December 2023 | 19 | 19 |
Net book value at 31 December 2023 | 184 | 184 |
Cost | ||
As at 1 January 2024 | 203 | 203 |
Additions | - | - |
Disposals | - | - |
As at 31 December 2024 | 203 | 203 |
Depreciation | As at 1 January 2024 | 19 | 19 |
Depreciation charge for the year | 68 | 68 | |
Disposals | - | - | |
As at 31 December 2024 | 86 | 86 | |
Net book value at 31 December 2024 | 116 | 116 |
Note 6. Financial items
Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into Norwegian Krone (\u201cNOK\u201d) using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognised in the income statement as they occur during the accounting period.\t
Amounts in NOK thousands | 2024 | 2023 |
Finance income | ||
Interest income on loans to related parties | 34,444 | 36,422 |
Interest income from bank deposits | 331 | 813 |
Total finance income | 34,776 | 37,235 |
Finance expenses | ||
Interest expenses | 434 | 10,686 |
Other finance expenses | 1,239 | 4 |
Write down on long-term financial assets | - | 12,146 |
Total finance expenses | 1,673 | 22,836 |
Net foreign exchange gain (loss) | ||
Net foreign exchange gain (loss) | 14,778 | 18,610 |
Total net foreign exchange gain (loss) | 14,778 | 18,610 |
Net foreign exchange gain includes unrealised foreign currency effects related to bank accounts other than NOK and unrealised foreign currency effects on long term loans to subsidiaries in the Company.
Note 7. Taxes
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated at applicable rate of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Amounts in NOK thousands | 2024 | 2023 |
Income tax expense recognised in profit or loss | ||
Tax payable | - | 4,756 |
Deferred tax expense | (3,172) | (1,135) |
Total income tax expense (income) | (3,172) | 3,622 |
Taxable income | ||
Profit before income tax | (14,422) | 16,905 |
Permanent differences | 3 | (443) |
Changes in temporary differences | (43,681) | 5,158 |
Group contribution | - | (21,620) |
Total taxable income | (58,100) | - |
Tax payable in the balance sheet | ||
Tax payable on this year\u2019s profit | - | 4,756 |
Tax payable on intra-group contribution | - | (4,756) |
Total tax payable in the balance sheet | - | - |
Temporary differences | ||
Short term receivables | - | (24,318) |
Long term receivables in foreign currency | 126,371 | 80,468 |
Other short term receivables | (25,098) | - |
Provisions | (18,698) | (17,292) |
Property, plant and equipment | (16) | 19 |
Total temporary differences | 82,559 | 38,878 |
Total temporary differences | 82,559 | 38,878 |
Accumulated tax losses carried forward | (58,100) | - |
Basis for deferred tax liability | 24,459 | 38,878 |
Deferred tax liabilities | 5,381 | 8,553 |
Total deferred tax liabilities | 5,381 | 8,553 |
The Norwegian corporation tax rate for 2024 was 22% (2023: 22%). Deferred tax liability as of 31 December 2024 has been calculated based on this rate.
Reconciliation of the effective tax rate:
Amounts in NOK thousands | 2024 | 2023 |
Profit (loss) before income tax | (14,422) | 16,905 |
Income tax using the Company\u2019s domestic tax rate | (3,173) | 3,719 |
Effect of permanent differences | 1 | (97) |
Income tax (income) expense recognised in the income statement | (3,172) | 3,622 |
Effective tax rate | 22.0 % | 21.4 % |
Note 8. Investments in subsidiaries
Investments in subsidiaries are valued at cost of the shares in the subsidiary less any impairment losses. An impairment loss is recognized if the impairment is not considered temporary. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as they are recognised in the financial statement of the provider. If dividends / group contribution exceeds withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the carrying value of the investment.
The subsidiaries directly owned by the Company at 31 December 2024 are set out below. Unless otherwise indicated, all shareholdings owned by the Company represent 100% of the issued share capital and 100% of the voting power of the subsidiary and the share capital comprise ordinary shares. Figures presented below are in functional currency thousands.
Name of subsidiary | Registered office | Functional currency | Share capital | Equity as of 31.12.2024 | Net profit for the year | Net carrying value NOK 1,000 |
ABL Group Holding Ltd. | UK | GBP | 4,462 | 755 | 5,217 | 118,678 |
ABL Technical Services Holdings Ltd. | UK | GBP | - | 10,251 | 1,232 | 60,720 |
ABL Treasury AS | Norway | USD | 3 | (1,383) | (1,406) | 273 |
Add Energy Group AS | Norway | NOK | 91,126 | 55,392 | (4,773) | 51,109 |
AGR AS | Norway | NOK | 25,075 | 167,738 | (7,202) | 308,751 |
DWP Group ApS | Denmark | DKK | 45 | 1,321 | - | 17,902 |
East Point Geo Ltd. | UK | GBP | - | 852 | 30 | 11,109 |
Neptune Midco 1 Ltd. | UK | GBP | 42,641 | 22,382 | (2,516) | 23,475 |
Offshore Wind Consultants Ltd. | UK | GBP | - | 1,403 | (150) | 8,668 |
Total book value of subsidiaries | 600,684 |
Note 9. Related party
For the purposes of the Company's financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
In addition to the related party information disclosed elsewhere in the Group consolidated financial statements, the Company's balances with the related parties included in the balance sheet are as follows:\t
Amounts in NOK thousands | 2024 | 2023 |
Non-Current assets/liabilities Loans to Group companies | ||
ABL Energy & Marine Consultants Brazil Ltda | 3,873 | 3,244 |
ABL Energy & Marine Consultants South Africa (Pty) Ltd | - | 547 |
ABL Group Korea Ltd | - | 1,825 |
ABL Norway AS | 3,682 | 3,116 |
ABL USA Inc. | 14,422 | 12,252 |
Add Energy Group AS | 4,396 | 22,467 |
Aqualis Offshore UK Ltd | 829 | - |
London Offshore Consultants (Mexico) SA de CV | 1,583 | 1,342 |
Neptune Midco 1 Ltd | 428,411 | 361,171 |
Offshore Wind Consultants Ireland Ltd | 1,532 | 1,475 |
OWC (Aqualis) GmbH | 663 | 758 |
OWC Japan Ltd | 1,476 | 1,235 |
Total loans to Group companies | 460,865 | 409,432 |
The loans to Group companies carry an annual interest rate of 10%. Loans to subsidiaries have a long term perspective and does not have a specific repayment date hence all loans are considered non-current.
Amounts in NOK thousands | 2024 | 2023 |
Due from related parties | ||
A B L Marine Services LLC | 2,072 | 547 |
ABL Aberdeen Ltd | 701 | 597 |
ABL Energy & Marine Consultants Pte Ltd | 664 | 531 |
ABL Group Holding Ltd. | 1,549 | - |
ABL London Ltd | 1,370 | 574 |
ABL Technical Services Holdings Ltd | 2,912 | - |
ABL USA Inc | 8,311 | 6,767 |
Add Latent Ltd | 1,367 | 739 |
Add Wellflow | 744 | 353 |
Innosea SAS | 951 | 938 |
LOC Group Ltd | 785 | 556 |
London Offshore Consultants (Mexico) SA de CV | 888 | 884 |
ABL Energy and Marine Consultants Ltd | 1,425 | 1,418 |
Longitude Consulting Engineers Ltd | 804 | 797 |
Offshore Wind Consultants Ltd | 7,549 | 6,931 |
OWC (Aqualis) GmbH | 559 | 132 |
Other Group entities | 4,775 | 4,457 |
Total due from related parties | 37,427 | 26,220 |
Due to related parties | ||
ABL Consultants Malaysia Sdn.Bhd | 1,376 | - |
ABL Energy and Marine Consultants Ltd | 3,838 | - |
ABL Energy and Marine Consultants Pte Ltd | 1,067 | - |
ABL Group Holding Ltd | 182,491 | 85,181 |
ABL Group Norway AS | 195 | - |
ABL Technical Services Holdings Ltd | 5,000 | 4,534 |
ABL Treasury AS | 184,118 | 315 |
Add Energy Group AS | - | 21,316 |
AGR AS | - | 5,000 |
Neptune Midco 1 Ltd | 6,750 | 9,600 |
Total due to related parties | 384,834 | 125,946 |
Amount due from and due to group companies are unsecured, non-interest bearing and are repayable on demand and are included in Trade and other receivables (note 10) and Trade and other payables respectively (note 14).
Amounts in NOK thousands | Note | 2024 | 2023 |
Transactions with related parties included in the income statement | |||
Corporate group management services | 2 | 1,228 | 14,336 |
Interest income on loans | 6 | 34,444 | 36,422 |
Share of central costs | 4 | 44,062 | - |
Total transactions with related parties | 79,735 | 50,758 |
Transactions with related parties are made at terms agreed between the parties.
Note 10. Trade and other receivables
Other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the receivables.
Amounts in NOK thousands | Note | 2024 | 2023 |
Due from related parties | 9 | 37,427 | 26,220 |
Other receivables | 1,168 | 3,432 | |
Total trade and other receivables | 38,595 | 29,651 |
Other receivables are non-interest bearing and are generally on terms of 30 to 45 days.\t
Note 11. Cash and cash equivalents
Amounts in NOK thousands | 2024 | 2023 |
Cash and bank balances | 193 | 2,475 |
Total cash and cash equivalents | 193 | 2,475 |
The Company has restricted cash at banks of NOK 0 thousand at 31 December 2024 (2023: NOK 366 thousand).
Amounts in thousands | 2024 | 2023 | ||
Distributed in the following currencies: | Currency | NOK | Currency | NOK |
Euro | - | 1 | - | 1 |
Norwegian Krone | 187 | 187 | 2,372 | 2,372 |
US Dollars | - | 5 | 10 | 103 |
Total | 193 | 2,475 |
The Company is also participating in the Group cash pool with Nordea. Net balance in the cash pool was NOK 24 thousand per year end 2024. The Company's balance of cash pool accounts amounted to NOK minus 55.0 million per year end 2024 and is included in Current liabilities to related parties (see note 9).
Note 12. Share capital
Amounts in NOK thousands | Number of shares | Share capital |
At 1 January 2023 | 104,769,862 | 10,477 |
Cash-settled capital increase (net of transaction costs) | 18,580,505 | 1,858 |
At 31 December 2023 | 123,350,367 | 12,335 |
At 1 January 2024 | 123,350,367 | 12,335 |
Cash-settled capital increase (net of transaction costs) | 6,752,500 | 675 |
At 31 December 2024 | 130,102,867 | 13,010 |
Each share has a par value of NOK 0.10 per share.
Share-based payments
The Company has established share option plans that entitle certain employees of the Group to purchase shares in the Company. Under these plans, holders of vested options are entitled to purchase shares at the market price of the shares at grant date. Each employee share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
In the consolidated financial statements, the transaction is treated as an equity-settled share-based payment under IFRS 2 Share-based Payment. An expense is recognised in the Group income statement for the grant date fair value of the share-based payment over the vesting period, and a credit is recognized in equity. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
For shares granted to employees of subsidiaries, ABL Group ASA recharges subsidiaries for the transaction. The parent entity recognised a receivable towards the subsidiary, with a corresponding increase in equity. In the subsidiaries' accounts, an expense for the grant date fair value of the award is recognised over the vesting period, with a corresponding increase in liabilities towards ABL Group ASA.
Refer to note 16 in the consolidated financial statements for more information.
Information on shares/options for the Board of Directors and senior executive officers are included in the consolidated financial statements, Note 21.
Refer to note 25 in the consolidated financial statements for information regarding the company's largest shareholders.
Note 13. Equity
Amounts in NOK thousands | Share capital | Treasury shares | Consideration shares | Other paid-in capital 1 | Retained earnings | Total equity |
At 1 January 2023 1 | 10,477 | - | 9,893 | 412,036 | 49,463 | 481,869 |
Shares issued as consideration for business combination | 1,858 | - | - | 301,960 | - | 303,818 |
Employee share program issue | - | - | - | 14,505 | - | 14,505 |
Dividends 1 | - | - | - | (94,564) | - | (94,564) |
Profit after taxes | - | - | - | - | 13,283 | 13,283 |
At 31 December 2023 1 | 12,335 | - | 9,893 | 633,938 | 62,747 | 718,912 |
At 1 January 2024 | 12,335 | - | 9,893 | 633,938 | 62,747 | 718,912 |
Shares issued as consideration for business combination | 100 | 885 | (7,213) | 5,212 | - | (1,016) |
Employee share program issue | 575 | - | - | 34,430 | - | 35,005 |
Share buy-back/Treasury shares | - | (3,850) | - | - | - | (3,850) |
Dividends | - | - | - | (110,882) | - | (110,882) |
Profit after taxes | - | - | - | - | (11,250) | (11,250) |
At 31 December 2024 | 13,010 | (2,965) | 2,680 | 562,696 | 51,497 | 626,918 |
1 The figures for Other paid-in capital are restated for 2023. The dividends for the year ended 2022 and 2023, announced after year end, is accrued for in the restated numbers. In the 2023 and 2022 financial statements, the dividends were not accounted for until the general assembly had approved the dividends in the subsequent year.
Total dividend paid in 2024 was NOK 0.80 per share. For tax purposes, the distribution of dividend was considered repayment of paid in capital. ABL Group has implemented a semi-annual dividend schedule.
The Company incurred NOK 170 thousands (2023: NOK 443 thousands) in transaction costs that were directly attributable to the issuance of shares.
Refer to note 8 and 16 in the ABL Group consolidated financial statements for further information regarding the issuance of new shares on acquisition.\t
Note 14. Trade and other payables
Amounts in NOK thousands | Note | 2024 | 2023 |
Trade payables | 20,542 | 4,198 | |
Due to related parties | 9 | 384,834 | 125,946 |
Accruals and other payables1 | 62,777 | 73,611 | |
Total trade and other payables | 468,153 | 203,755 |
1 The figures for Accruals and other payables are restated for 2023. The dividends for the year ended 2023, announced after year end, is accrued for in the restated numbers. In the 2023 financial statements, the dividends were not accounted for until the general assembly had approved the dividends in the subsequent year.
Trade payables are non-interest bearing and are normally settled on 30 days terms.
Note 15. Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of arrangement fees) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Amounts in NOK thousands | 2024 | 2023 |
Bank borrowings | ||
Current | - | 111,206 |
Non-current | - | - |
Total Bank borrowings | - | 111,206 |
In January 2024 the Company entered into a new financing facility with HSBC and the former borrowing facility was settled in full.
For practical reasons the subsidiary ABL Treasury AS is the borrower in fact of the new facility whilst the Company and certain material group companies are guarantors to the facility.
Further information relating to the borrowing facility is disclosed in Note 17 to the ABL Group ASA's consolidated financial statement.
Note 16. Subsequent events
Subsequent to the balance sheet date the following material events have occurred.\t
Exercise of employee share options\t
Following an exercise window that closed on 20 January 2025, a total of 990,000 options were exercised on that date resulting in an increase in the share capital of NOK 99,000.
These options were relating to share option programmes that were issued in 2019 and 2020 respectively.