[Chapter] | [Section] 1
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
2025
Annual Report
[Chapter] | [Section] 2
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
2025 in review
Highlights from the year
3
Key gures
4
CEO letter
5
About Energy Holdings
Energy Holdings at a glance
6
Energy Drilling
8
SeaBird Exploration
9
Shareholder information
10
Governance
Executive management team
14
Board of Directors
15
Corporate governance report
18
Management Report
Management Report
26
The Board of Directors’
signatures on the Management
Report
34
Financials
Consolidated nancial
statements
36
Notes to the consolidated
nancial statements
43
Parent company nancial
statements
85
Notes to the parent company
nancial statements
91
Responsibility statement
104
Independent auditor’s report
105
Alternative performance
measures
115
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
2025 HIGHLIGHTS AND KEY FIGURES
2025 was a pivotal year for Energy Holdings, marked by strong operational execution and
strategic delivery, with high utilization supporting attractive and consistent shareholder returns.
• On 26 May 2025, SED Energy Holdings Plc emerged following the successful business combination between
SeaBird Exploration Plc and Energy Drilling Pte. Ltd.
• Total distributions for the year amounted to USD 82.5 million, representing approximately 20% of the pro-forma
market capitalization of the combined company at the time of the merger announcement.
• Maintained high technical utilization across the portfolio, reecting strong operational performance and reliability.
• Increased rm backlog through multiple contract awards across both business segments, with year-end backlog of
USD 466 million.
• Achieved full eet utilization for Energy Drilling, supported by the successful commencement of long-term
contracts for EDrill-2 and GHTH.
USD 212m
Operating revenue
USD 110m
Adj. EBITDA
USD 62m
Free cash ow to rm
USD 82.5m
Cash distribution
USD 466m
Firm revenue backlog
0.4x
Leverage ratio
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
2025 in review | Highlights from the year
3
2025 in review | CEO letter 4
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Key gures
Figures in USD thousands
2025
2024
Change
Revenue
212,453
133,735
59%
EBITDA
1
101,492
66,853
52%
Adj. EBITDA
1
110,470
67,453
64%
Operating prot
61,186
42,146
45%
Prot for the period
35,790
25,648
40%
Earnings per share (USD)
0.05
0.04
30%
Adj. EBITDA-margin (%)
1
52%
50%
2pp
Revenue backlog (USD m)
1
446
n.a.
Shareholder distribution
82,500
-
Distribution per share (NOK)
1.11
-
Total assets
468,133
399,346
17%
Cash and cash equivalents
35,243
31,867
11%
Net debt
1
46,076
32,367
42%
Net Debt/L Adj. EBITDA (x)
1
0.4x
0.5x
-13%
Equity
327,108
276,162
18%
Equity ratio (%)
1
70%
69%
1pp
The consolidated nancial statements of Energy Holdings reect a continuation of Energy Drilling’s nancials and include SeaBird
Exploration’s results from the transaction closing date, 26 May 2025.
1
Alternative performance measures (APMs). For denitions and reconciliations, please refer to the APM section of this report.
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
2025 in review | Key gures
4
2025 in review | CEO letter 5
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Dear shareholders,
2025 was a transformative year for Energy Holdings.
Following the successful formation of the Group in the
rst half of the year, we have established a fully
operational platform with strong earnings visibility and a
clear framework for continued value creation. We close
the year with all assets operational and a business
positioned to deliver resilient and predictable cash
ows.
Throughout the year, both Energy Drilling and SeaBird
Exploration operated with high technical utilization,
supported by solid contract coverage across the
portfolio. SeaBird Exploration continued to deliver
reliable performance in the OBN source segment, with
sustained strength in demand for OBN services.
Furthermore, the transition to full eet utilization within
Energy Drilling marked an important milestone for the
Group, providing a stable foundation for predictable
long-term cash generation.
Alongside our operational progress, we have made
meaningful strides in capturing the nancial synergies of
the merger. Through the consolidation and amendment
of our debt facilities, we have materially reduced our
annual debt service obligations, unlocking greater
nancial exibility while maintaining a conservative
capital structure.
With strong cash conversion and limited capital
expenditure requirements we have maintained the
capability to return excess liquidity while preserving
nancial resilience. Total distributions for the full year
2025 amounted to USD 82.5 million.
a fully operational platform, with a clear
framework for continued value creation.
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Looking ahead, full eet utilization and strong earnings
visibility, combined with a materially improved debt
service prole, provide a solid basis for a substantial
increase in distributions in 2026.
While shareholder distributions remain a priority, we
continue to assess selective growth opportunities that
strengthen our industrial platform and enhance long-term
value. Our approach remains disciplined and focused on
opportunities that are accretive, operationally scalable,
and aligned with our existing competencies. The
optionality embedded in our platform, combined with a
strong nancial position, allows us to act decisively where
we see clear strategic and nancial merit.
As we reect on 2025, Energy Holdings stands on a solid
foundation. We have established a diversied portfolio of
resilient, cash-generative assets, with solid backlog
coverage and a sound capital structure. Market
fundamentals across our core segments remain
supportive, underpinned by sustained offshore energy
demand and a continued focus on production
maintenance and near-eld development.
We enter 2026 with condence in our strategy, our teams,
and our ability to continue delivering on our
commitments. Our priorities remain clear: operational
excellence, disciplined capital allocation, and consistent
shareholder returns.
Sincerely,
Kurt M. Waldeland
Chief Executive Ofcer
2025 was a transformative year for
Energy Holdings. We have established
a
About Energy Holdings | At a glance 6
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
ENERGY HOLDINGS AT A GLANCE
Energy Holdings is a disciplined industrial investor, committed to building leading companies in the energy sector and
creating sustainable value for shareholders. Emerged in May 2025 through the combination of SeaBird Exploration Plc
and Energy Drilling Pte Ltd, the company provides a scalable platform designed to deliver superior returns.
Energy Holdings operates a portfolio of resilient, cash-generative assets supported by a conservative capital structure
and robust long-term market fundamentals. Shareholder distributions are underpinned by a strong contract backlog,
efcient operations, and disciplined capital allocation.
With deep sector expertise and experienced operating teams, Energy Holdings actively supports its portfolio companies
in achieving operational excellence and growth, while pursuing selective, accretive opportunities within its existing
verticals and adjacent segments of the offshore oil and gas service industry. This approach positions the company to
deliver superior performance and sustained value creation.
Our investments
Energy Drilling
Founded in 2012, Energy Drilling is a leading provider
of tender-assisted drilling services and one of the
largest operators of tender rigs globally, controlling
approximately 38% of the actively marketed eet.
Headquartered in Singapore, the company primarily
operates in Southeast Asia, the world’s fastest-growing
region for natural gas.
Energy Drilling operates six fully contracted rigs and
specializes in browneld development and production
drilling. Combining a proven track record with cost-
efcient operations and a scalable organization, the
company is positioned as a high-performing offshore
drilling partner in key markets.
SeaBird Exploration
SeaBird Exploration is a global provider of marine
seismic acquisition services and integrated seismic
solutions for major oil companies. The company owns
and operates two Ocean Bottom Node (OBN) vessels,
out of only 13 active vessels worldwide, giving it a
unique position in the high-end seismic market with a
tight supply and a fragmented ownership structure.
The company’s global footprint enables strategic vessel
positioning, reducing mobilization costs and transit
times for contracts. With roots dating back to the early
2000s, SeaBird has built a proven track record and
delivered sustained growth and technological
innovation within its segment.
Our Mission
CREATE SUPERIOR
RETURNS IN THE
ENERGY INDUSTRY
About Energy Holdings | At a glance 7
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Our Values
Integrity - We act with transparency, accountability, and respect, maintaining the highest ethical standards
and honoring commitments to all stakeholders.
Performance - We deliver predictable results through disciplined capital allocation, operational excellence,
and strategic oversight to create long-term shareholder value.
Agility - We adapt quickly to evolving market conditions, leveraging our scale and expertise to capture
opportunities while managing risk effectively.
Why invest
Energy Holdings is committed to delivering sustainable shareholder returns through stable and
predictable cash ows supported by a strong contract backlog and efcient operations. The
company provides quarterly shareholder distributions while pursuing disciplined accretive growth
opportunities within existing and adjacent markets.
Energy Holdings benets from
solid cash ows supported by a
strong backlog and high eet
utilization. We continuously
optimize our capital structure and
prioritize a value-enhancing
maintenance capex, further
reinforcing free cash ows over
time.
Energy Holdings has exibility to
pursue accretive investment
opportunities within existing
portfolio and in attractive new
segments within the broader
energy industry, while
maintaining disciplined capital
allocation and strong free cash
ows.
Energy Holdings has a strong
commitment to distribute excess
free cash ow based on superior
cash conversion from efcient
operations, aiming to provide
regular and predictable
shareholder returns.
About Energy Holdings | At a glance 8
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Energy Drilling
USD 451m
Revenue backlog
10y
Avg. rig age
6x
Modern rigs
A global leading, high-performing
tender rig operator
• Specialized for browneld development and
production drilling, operating approximately 38% of
the global tender rig eet
• Primary activity in Southeast Asia, the world’s fastest
growing region for natural gas
• Fully contracted modern eet with cost-effective
operations
About Energy Holdings | Energy Drilling
8
1
Guo Hai Tai He is chartered in on bareboat basis
Vencedor
Type of rig: Semi-Tender Assist Rig
Year built: 2009
Technical utilization: 95%
Available: Q4 2027
T-16
Type of rig: Tender Assist Rig
Year built: 2013
Technical utilization: 98%
Available: Q4 2026
Guo Hai Tai He
1
Type of rig: Semi-Tender Assist Rig
Year built: 2021
Technical utilization: 95%
Available: Q3 2027
EDrill-2
Type of rig: Tender Assist Rig
Year built: 2014
Technical utilization: 99%
Available: Q4 2030
EDrill-1
Type of rig: Tender Assist Rig
Year built: 2014
Technical utilization: 100%
Available: Q4 2026
T-15
Type of rig: Tender Assist Rig
Year built: 2013
Technical utilization: 98%
Available: Q2 2027
Malaysia
Indonesia
Thailand
Vietnam
Brunei
2025 in review | CEO letter 9
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
SeaBird Exploration
USD 15m
Revenue backlog
16y
Avg. vessel age
2x
Vessels
Global provider of marine seismic acquisition services
to E&P- and integrated seismic companies
• Specialist in Ocean Bottom Node (OBN) source acquisition
• Operates 2 out of 12 active OBN vessels globally
• Lean and cost-efcient organization, with strong nancial and performance track record
About Energy Holdings | SeaBird Exploration
9
Eagle Explorer
Type of Vessel: 2D/Source Vessel
Year built: 2009
Technical utilization: 95%
Available: Q2 2026
Fulmar Explorer
Type of Vessel: Source Vessel
Year built: 2009
Technical utilization: 94%
Available: Q2 2026
About Energy Holdings | Shareholder information 10
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
SHAREHOLDER INFORMATION
The shares of Energy Holdings are listed on Euronext
Oslo Børs under the ticker code “ENH”. The company
has two classes of shares: ordinary shares and Class B
shares. The ordinary shares are registered in Euronext
Securities Oslo under ISIN CY0101162119, while the
unlisted Class B shares are registered under a
separate ISIN CY0201210917.
As of December 31, 2025, the issued share capital was
USD 137.9 million, divided into 617,884,552 ordinary
shares and 108,100,000 Class B shares, each with a
nominal value of USD 0.19. Ordinary shares carry one
vote at general meetings, while Class B shares have no
voting rights. Both share classes carry equal rights to
shareholder distributions when declared.
Share price of Energy Holdings
The share price of Energy Holdings closed at NOK 8.18
at the end of 2025, corresponding to a market
capitalization of NOK 5,054 million based on the
outstanding A-shares. As the B-shares are not listed,
their value is not included in the stated market
capitalization.
Since the approval of the listing prospectus on 26
August 2025, the average daily trading volume on
Euronext Oslo Børs was 922,412 shares, equivalent to
0.15% per cent of total outstanding A-shares.
During 2025 the share traded between NOK 5.1 and
NOK 9.7. The share price opened at NOK 5.85 on 2
January 2025 and closed at NOK 8.18 on 31 December
2025, representing a return of 39.8% per cent
excluding shareholder distributions for the year.
Share price development from business
combination, May 26, 2025, vs. the OSEBX index
Indexed to 100
Financial calendar 2026
Event
Date
First quarter report
29 May 2026
Annual general meeting
23 June 2026
Half-yearly report
26 August 2026
Third quarter report
18 November 2026
Fourth quarter report
17 February 2027
Annual general meeting
27 May 2027
60
80
100
120
140
160
180
May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25
ENH Share Price OSEBX Index
10
About Energy Holdings | Shareholder information 11
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Shareholder distributions
The company targets to distribute all excess cash to
shareholders on a quarterly basis. For the 2025 nancial
year, Energy Holdings declared total shareholder
distributions of USD 82.5 million, of which USD 40
million was paid in the fourth quarter of 2025 and USD
20.0 million in February 2026. The remaining USD 22.5
million, relating to the fourth quarter of 2025, was
approved at an Extraordinary General Meeting in
February 2026 and is expected to be paid during May
2026.
Shareholder distributions per share
Period proposed
Total distribution
Distribution per
share (USD)
Distribution per
share (NOK)
Ex-date
Q1 2025
USD 40 million
0.055
0.55
Sep. 29, 2025
Q2 2025
Q3 2025
USD 20 million
0.028
0.26
Feb. 18, 2026
Q4 2025
USD 22.5 million
0.031
0.30
1
TBA
Total
USD 82.5 million
0.11
1.11
1
1
Fourth quarter 2025 NOK distribution per share based on USDNOK 9.73 and total shares ~731m as of 23 March 2026
Shareholders
As of December 31, 2025, Energy Holdings had 5,869
shareholders from 25 different countries. The top ten
largest shareholders held 85% of the total shares
outstanding.
Top 10 largest shareholders as of December 31, 2025
Name
A-shares
B-shares
Total shares
Ownership
Voting
Pioneer Logistics Holdings Pte. Lt
185,300,179
108,100,000
293,400,179
40.4%
30.0%
Hv Vi Invest Uraz Limited
181,761,484
-
181,761,484
25.0%
29.4%
Energy Ventures Iv Lp
51,564,312
-
51,564,312
7.1%
8.3%
Shs Holding Ltd
28,289,977
-
28,289,977
3.9%
4.6%
Euroclear Bank S.A./N.V.
20,173,365
-
20,173,365
2.8%
3.3%
Globalfund Capital Pte Ltd
14,643,051
-
14,643,051
2.0%
2.4%
MH Capital As
10,159,676
-
10,159,676
1.4%
1.6%
Marcus Siong Huat Chew
6,724,529
-
6,724,529
0.9%
1.1%
Anderson Invest As
6,098,626
-
6,098,626
0.8%
1.0%
Alden As
6,000,000
-
6,000,000
0.8%
1.0%
Total top 10
510,715,199
108,100,000
618,815,199
85.2%
82.7%
Total remaining shareholders
107,169,353
-
107,169,353
14.8%
17.3%
Total shares outstanding
617,884,552
108,100,000
725,984,552
100.00%
100.00%
2025 in review | CEO letter 12
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Analyst coverage
Energy Holdings is covered by six equity analysts from independent investment banks, providing
regular research coverage, market insights, and nancial forecasts for the company
Arctic Securities
Ole H. Berg
ole.berg@arctic.com
+47 93 69 78 89
Pareto Securities
Ole Martin Rødland
ole.martin.rodland@paretosec.com
+47 47 32 91 30
ABG Sundal Collier
John Olaisen
john.olaisen@abgsc.no
+47 48 01 61 87
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
About Energy Holdings | Shareholder information
12
13
GOVERNANCE
Executive management team
14
Board of Directors
15
Corporate governance report
18
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Governance | Executive management team 14
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
EXECUTIVE MANAGEMENT TEAM
Kurt M. Waldeland
Chief Executive Ofcer and Executive Director
Kurt Magne Waldeland joined the company as Chief Executive Ofcer in June 2025, and has extensive experience from energy
and maritime investments, capital markets and corporate development. He previously served as Partner at HitecVision, where he
worked with energy infrastructure, offshore wind and maritime investments. His professional background also includes roles at
Hayn Capital Management in London within the Hayn Maritime Funds, and at Breakwater Capital and Celsius Shipping, with a
focus on maritime investments, transaction execution and business development. Mr. Waldeland holds an MSc in Financial
Economics from the Norwegian School of Economics (NHH).
Sveinung Bergene Alvestad
Chief Financial Ofcer
Sveinung Bergene Alvestad joined SeaBird Exploration as Director M&A in May 2021 and was appointed Chief Financial Ofcer in
August 2022. In November 2025, he was appointed Group CFO of Energy Holdings. He has ~10 years of experience from
investment banking, with a particular focus on renewables, energy markets and energy-related companies. He holds an MSc in
Industrial Economics and Technology Management from the Norwegian University of Science and Technology (NTNU), with
specializations in electrical energy engineering and nance.
Viggo Pedersen
Chief Investment Ofcer
Viggo Pedersen has more than 19 years of experience in nancing offshore drilling rigs globally and has served as Chief Financial
Ofcer of Energy Drilling since 2022. Prior to joining Energy Drilling, Mr. Pedersen worked at OMP Capital AS, where he served as
Managing Director and Head of Portfolio Management. Mr. Pedersen’s background also includes senior roles at Clifford Capital
Pte. Ltd., as well as experience as a corporate and investment banker at DNB ASA in New York and Singapore, advising energy and
transportation clients. Viggo holds an MSc in Finance from the University of Aarhus and a BCom from the University of Auckland.
From left: Viggo Pedersen, Kurt Magne Waldeland, and Sveinung Bergene Alvestad
Governance | Board of Directors 15
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
BOARD OF DIRECTORS
1
As of 31 December 2025
Alf Christian Thorkildsen
Chair | Born 1956 | Norwegian
Appointed
May 2025
Committees
President of remuneration committee
Experience
Alf Christian Thorkildsen brings extensive leadership experience from the energy and
offshore drilling sectors. Previous roles include more than 10 years as partner at the
Norwegian investment company, HitecVision, CEO and CFO of Seadrill, and CFO of
Smedvig ASA. Mr. Thorkildsen began his career at Larsen and Hagen Shipping and then
spent two decades in senior roles at Shell. He holds a business degree from
Handelsakademiet and an MBA from Arizona State University.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Zhao Beijia
Director | Born 1979 | Chinese
Appointed
May 2025
Committees
Member of remuneration committee
Experience
Zhao Beijia joined Pioneer Logistics Holdings Pte. Ltd. in 2023, having previously served
as Chief Risk Controller at Hong Kong ChaoShang Group Ltd. (2021–2023) and Chief
Risk Ofcer at FAW International (Hong Kong) Co. Ltd. (2019–2020). She began her
career in 2006 at China Shougang Int’l Trade & Engineering Corp. and has since held
various roles in shipping companies. Ms. Beijia holds a bachelor’s degree in Maritime
Law from Dalian Maritime University and completed part-time postgraduate studies in
Economic Law at Renmin University of China.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Pantelakis Evangelou
Director | Born 1960 | Cypriot
Appointed
May 2025
Committees
President of Audit & risk committee
Experience
Pantelakis Evangelou has extensive experience with more than 34 years as a partner at
PwC where he held several leadership roles, including head of the Tax and Reporting
Strategy division in Cyprus as well as head of PwC’s Paphos ofce. He has also been a
member of the Cyprus Association of Directors and served on the board of Directors of
the Cyprus Chamber of Commerce and Industry.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Governance | Board of Directors 16
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
1
As of 31 December 2025
Savvas Savvides
Director | Born 1978 | Cypriot
Appointed
May 2025
Committees
-
Experience
Savvas Savvides is currently a director with the accounting and audit rm CC&A Ltd in
Cyprus. Prior to this, he served as a CFO within the hospitality industry and spent 10
years with PwC in Cyprus, where he held the position as Manager within Corporate
Compliances Services. Mr. Savvides holds a degree from Northumbria University and is
a certied accountant.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Lefki Savvidou
Director | Born 1972 | Cypriot
Appointed
May 2025
Committees
-
Experience
Lefki Savvidou joined SeaBird Exploration as a Finance controller in 2012. At SeaBird, she
is the appointed Company Secretary for all Cyprus entities and has a wide range of
responsibilities. This includes corporate tax lings, compliance lings and reconciliation
of vendor statements and balances. Prior to joining SeaBird, Mrs. Savvidou worked in the
Tax & Legal Department of PwC Cyprus.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Marcus Chew Siong Huat
Director | Born 1960 | Singaporean
Appointed
May 2025
Committees
-
Experience
Marcus Chew is the Executive Chairman of Energy Drilling Pte Ltd. He has over 25 years
of experience in the offshore and rig building industry. In 1997, he joined Smedvig (now
Seadrill) before founding Energy Drilling in 2012. Mr. Chew began his career with Keppel
FELS, where he served in several senior roles. He holds a Diplôme d’Ingénieur from École
Centrale de Nantes in France and has completed a postgraduate PMD program at
Harvard Business School.
Shareholding
1
6,724,529
Options
1
5,268,421
Meetings attended
Attended all board meetings in 2025
Governance | Board of Directors 17
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
1
As of 31 December 2025
Tan Ching Chin
Director | Born 1983 | Malaysian
Appointed
May 2025
Committees
Member of Audit & risk committee
Experience
Tan Ching Chin is the CFO of Pioneer Logistics Holdings Pte. Ltd., which he joined in
2019 from the position Executive Assistant to the CEO of Glory Wealth Group Pte Ltd.
Prior to this, he was an Associate Director of NTan Corporate Advisory Pte Ltd, and has
over 10 years of experience in the shipping industry. Me. Tan has a Bachelor of
Commerce from the University of Melbourne and CPA Australia.
Shareholding
11
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Kjell Erik Jacobsen
Director | Born 1956 | Norwegian
Appointed
May 2025
Committees
Member of remuneration committee
Experience
Kjell Erik Jacobsen has more than 30 years of cross-sector industry expertise and broad
experience in building and scaling companies across the energy sector. He currently
serves as Senior Partner and Chairman at EV Private Equity, which he joined in 2008. He
has previously served as President and CEO of Smedvig ASA and Seadrill Management
AS. He holds an MBA from the Norwegian School of Economics.
Shareholding
1
Nil
Options
1
Nil
Meetings attended
Attended all board meetings in 2025
Kurt Magne Waldeland
Executive Director | Born 1987 | Norwegian
Appointed
May 2025
Committees
-
Experience
Kurt Waldeland is the CEO of SED Energy Holdings Plc. He has experience from a range
of roles across the nancial and investment industry and most recently served as a
partner at HitecVision. Previous experience includes roles at Hayn Capital Management
in London and Breakwater Capital/Celsius Shipping in Copenhagen and Monaco. Mr.
Waldeland holds an MSc in Financial Economics from the Norwegian School of
Economics (NHH).
Shareholding
1
Nil
Options
1
3,951,316
Meetings attended
Attended all board meetings in 2025
Governance | Corporate governance report 18
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CORPORATE GOVERNANCE REPORT
This corporate governance report sets out the Company’s main principles for governance and the
framework regulating the relationship between shareholders, the Board of Directors (the “Board”),
and executive management. The Company’s governance principles have been developed in
accordance with the Norwegian Accounting Act §3-3b and are based on the Norwegian Code of
Practice for Corporate Governance (the “Code”).
On 28 March 2025, SeaBird Exploration Plc (“SeaBird
Exploration”) and Energy Drilling Pte Ltd (“Energy
Drilling”) entered into a transaction agreement to
combine their businesses through a share-for-share
acquisition, whereby shareholders of Energy Drilling
were issued 537,408,281 ordinary shares and
108,100,000 non-voting Class B shares in SeaBird
Exploration. The transaction was completed on 26 May
2025, following which SeaBird Exploration was
renamed SED Energy Holdings Plc (“Energy Holdings”
or the “company”). Following the transaction, Energy
Holdings has a total of 617,884,552 ordinary shares and
108,100,000 Class B Shares, each with a nominal value
of USD 0.19 as of 31 December 2025. The business
combination established Energy Holdings as a stronger
and more diversied industrial investor, enhancing
scale and improving access to the capital markets.
Implementation and reporting on
corporate governance
Good corporate governance is important for building
trust between shareholders, the Board, and executive
management, as well as other stakeholders with interest
in the company, and for supporting long-term value
creation. The Board has overall responsibility for
ensuring that Energy Holdings maintains high standards
of corporate governance. The Board has adopted and
implemented a corporate governance policy governing
the interaction between shareholders, the Board, and
management. This policy is reviewed regularly and
updated as necessary.
As it is listed on Euronext Oslo Børs, the company
adheres to the Norwegian Code of Practice for
Corporate Governance (NUES). The Board ensures
compliance with all sections of this code or provides
explanations for any deviations and the alternative
solutions adopted in the following sections of this
corporate governance report.
Business
Energy Holdings is a holding company structured to be
a disciplined industrial investor and holding company
committed to building leading companies in the energy
sector. The company invests with a clear ambition to
generate stable cash ows and sustained shareholder
distributions, support portfolio companies in delivering
operational excellence and growth, and evaluate
accretive growth opportunities to support long-term
value creation.
The Board holds ultimate responsibility for setting the
company’s strategic direction and ensuring robust
oversight of risk management and nancial controls.
Clear objectives, strategies, and risk proles have been
established for the company’s business activities, and
these are evaluated regularly and at least on an annual
basis. In carrying out this work, the Board considers
nancial, social, and environmental factors to ensure
sustainable value creation over time.
Deviations from the Code: The company’s Articles of
Association do not include a description of the business
purpose, pursuant to Cypriot company law. The Articles
of Association are focused on governance and
ownership provisions, while the nature of the business
and strategic priorities is communicated through public
reporting and market disclosures. The company has
clear denitions of its business purpose and is consistent
in communicating this to the market on an ongoing
basis.
Equity and dividends
The Board is responsible for ensuring that Energy
Holdings maintains a capital structure that is
appropriate to the company’s objectives, strategy, and
risk prole. The company’s capital structure is designed
to support its investment approach and strategic
direction, provide nancial exibility, and enable
quarterly shareholder distributions. The Board regularly
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SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
evaluates the capital structure to ensure it remains
aligned with the company’s long-term strategic
priorities.
Share capital
Energy Holdings has two classes of shares: Ordinary
Shares and Class B Shares. The Ordinary Shares are
listed on Euronext Oslo and registered in Euronext
Securities Oslo (the "VPS") under the Ordinary ISIN
CY0101162119, while Class B Shares are registered
under ISIN CY0201210917 and remain unlisted.
As of 31 December 2025, the issued share capital was
USD 137,937,064.88, divided into 617,884,552
Ordinary Shares and 108,100,000 Class B Shares, each
with a nominal value of USD 0.19.
• Voting rights: Ordinary Shares carry one vote at
general meetings, while Class B Shares have no
voting rights.
• Dividend rights: Both share classes rank pari passu
and carry equal rights to dividends when declared.
• Conversion rights: Holders of Class B Shares may
request conversion into Ordinary Shares on a one-
for-one basis, subject to conditions set out in the
Articles of Association and approval by the Board.
• Other rights: Both share classes confer equal rights
to repayment of capital and participation in surplus
assets upon winding up.
Changes to the capital structure in 2025
On 26 May 2025, the Board of Directors resolved to
issue 537,408,281 new Ordinary Shares and
108,100,000 Class B Shares in connection with the
business combination between Energy Drilling and
SeaBird Exploration in May 2025. To facilitate these
issuances, the Extraordinary General Meeting approved
an increase in the company’s authorized share capital
on 25 April 2025. The Ordinary Shares were listed on
Euronext Oslo Børs on 27 August 2025 under the ticker
ENH following approval of the company’s listing
prospectus by the Financial Supervisory Authority of
Norway. The Class B Shares are registered under a
separate ISIN as unlisted shares of a separate class.
Capital structure
The Board of Directors is responsible for ensuring that
SED Energy Holdings Plc maintains a capital structure
that supports the company’s objectives, strategy, and
risk prole. The company’s nancial framework is
designed to provide stability and exibility, enabling
disciplined capital allocation and sustainable
shareholder returns. Strategic priorities include
continuously optimizing capital structure and
preserving a robust nancial position.
As of 31 December 2025, the company’s total
consolidated equity of USD 327.1 millions,
corresponding to an equity ratio of 70 per cent. The
Board considers the company’s nancial position to be
solid and sufcient to support its long-term objectives
and risk prole.
Shareholder distribution policy
The company aims to provide regular and predictable
returns to its shareholders. The company’s primary
objective is to distribute available excess liquidity on a
quarterly basis while maintaining a strong nancial
position.
Distributions are proposed by the Board and approved
by the shareholders in accordance with the Articles of
Association. Before recommending a distribution, the
Board evaluates that the company’s assets exceed its
liabilities and that it can meet its obligations as they fall
due. The amount distributed will depend on factors
such as operational performance, investment needs,
and market conditions.
Other mandates
The company may also seek shareholder approval for
mandates related to share buybacks or share capital
increases.
According to the Articles of Association and applicable
law, share buybacks require approval by a Special
Resolution at the General Meeting, with authorization
limited to a maximum of 10% of the company’s issued
shares and valid for up to 12 months. Shares acquired
by the company may be cancelled or held as treasury
shares, and no voting rights may be exercised for shares
held by the company or its subsidiaries.
In accordance with Cypriot company law, the Board has
been authorized to issue and allot new shares up to the
company’s authorized share capital, and to disapply
pre-emption rights in connection with such share
issuance and allotment. The authorization has a ve-
year duration.
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SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Deviations from the Code: The Board’s authorization to
issue and allot new shares has a duration of ve years
and is not limited to specic purposes. This is a deviation
from the Code which recommends that such mandates
have a dened purpose and be limited in time until the
next annual general meeting. In the company’s view, it is
benecial for the Board to have wider authorization than
the Code recommends, enabling the board to among
other things execute on accretive growth opportunities
if and when they arise.
Equal treatment of shareholders
SED Energy Holdings Plc is committed to ensuring that
all shareholders are treated fairly and have access to the
information and tools needed to exercise their rights
effectively. Ordinary Shares carry one vote at general
meetings, while Class B Shares have no voting rights.
Both share classes rank pari passu with respect to
dividend rights and participation in surplus assets upon
winding up.
The Articles of Association do not grant statutory pre-
emptive rights; however, such rights may apply under
Cypriot law when new shares are issued for cash
consideration. Any proposal to waive pre-emptive rights
in connection with a share capital increase will include a
clear justication explaining how equal treatment of
shareholders is safeguarded and will be disclosed in the
stock exchange announcement.
Transactions in the company’s own shares will be carried
out through the Oslo Stock Exchange or at prevailing
market prices if carried out in any other way to ensure
equal treatment of all shareholders.
Deviations from the Code: none
Shares and negotiability
The company’s ordinary shares are listed on Euronext
Oslo Børs under the ticker code ENH and registered in
Euronext Securities Oslo under ISIN CY0101162119.
They are freely transferable, with no restrictions on
ownership and trading, and each ordinary share carries
one vote at general meetings. Class B shares, registered
under ISIN CY0201210917, remain unlisted and carry
no voting rights, as set out in the Articles of Association.
Deviations from the Code: none
General meetings
The general meeting of shareholders is the company’s
supreme governing body and an effective forum for
interaction between shareholders, the Board of
Directors, and management. In accordance with the
Cyprus Companies’ Law and the Articles of Association,
Energy Holdings holds at least one Annual General
Meeting (AGM) each year, with no more than 15 months
between AGMs. Extraordinary General Meetings may
be convened by the Board or upon written requests
from shareholders representing at least 10% of the
paid-up share capital with voting rights.
Notice of meeting
Notice of the AGM is sent no later than 21 days prior to
the meeting and species the place, date, time and
agenda. The Board ensures that resolutions are
accompanied by comprehensive supporting
information, including rational and relevant
documentation, enabling shareholders to make
informed decisions. All meeting documents and
supporting materials are made available on the
company’s website from the time of notice until the day
of the meeting.
Registration, proxy, meeting chair and voting
Shareholders who wish to attend the general meeting
must register their participation within the deadline
specied in the notice. The deadline is set as close to
the meeting date as practicable, ensuring that
shareholders have sufcient time to respond while
allowing the company to organise the meeting
efciently.
Shareholders who are unable to attend may vote by
proxy. The company provides a proxy form together
with the notice, enabling shareholders to issue separate
voting instructions for each agenda item and for each
candidate nominated for election. A proxy must be an
individual but does not need to be a shareholder.
Shareholders are also entitled to bring an advisor to the
meeting, who is permitted to speak. In line with the
Articles of Association, the chairperson may at their
discretion accept alternative proxy formats, provided
they clearly reect the shareholder’s intention.
The company encourages all board directors to attend
general meetings to support transparency, shareholder
dialogue, and sound governance. If the Chairman of the
Governance | Corporate governance report 21
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Board is unavailable or unwilling to act, the Board may
elect another director to chair the meeting, in line with
the Articles. If no director is available, the shareholders
present may elect a chairperson.
All matters on the agenda are decided by poll voting, as
required under the Articles of Association. Each
proposal is voted on separately, including individual
candidates in elections. Resolutions are passed by a
simple majority of votes cast unless a higher threshold
is required by law or the Articles. Blank or invalid votes
are not counted, and in the event of a tie, the proposal
is deemed rejected.
Minutes
Minutes of the general meeting are published as soon
as possible via Euronext Oslo’s publication channel and
on the company’s website. The minutes are prepared
and signed in accordance with the Articles of
Association and constitute conclusive evidence of the
proceedings.
Deviations from the Code: The Code recommends that
all board members attend the general meeting. As an
international Cyprus-incorporated company, full
attendance is not always practical. The Articles provide
that the Chair or another Director presides at general
meetings, but, in the absence of any Director at the
meeting, the shareholders may elect one of their
number to preside. The Company ensures effective
shareholder dialogue through comprehensive
disclosures, proxy mechanisms, and availability of key
representatives.
Nomination committee
The company is incorporated in Cyprus and has chosen
a governance structure without a nomination
committee. To safeguard shareholder inuence and
transparency, the Board publishes complete proposals
and supporting information within the statutory notice
period for the AGM. At the AGM, shareholders may vote
separately on each agenda item and on each individual
board candidate.
Deviations from the Code: The Company has not
established a nomination committee. This reects the
governance structure under Cyprus law and the Articles
of Association, which do not provide for such a
committee. Instead, the Company publishes complete
proposals for board composition in advance of the AGM
and allows separate voting on each candidate. This
arrangement replaces the function of a nomination
committee and constitutes a deviation from the Code.
Board of directors: composition and
independence
In accordance with the Articles of Association, the Board
of Directors shall consist of not fewer than two and not
more than ten members, elected by the shareholders at
the general meeting. Proposed candidates are
expected to demonstrate the necessary expertise,
industry experience, capacity and diversity to safeguard
the common interests of all shareholders and to ensure
the Board can function effectively as a collegial body.
Each Director shall hold ofce until the expiration of
their term and until a successor has been elected.
As of December 31, 2025, the Board comprised the
following individuals:
• Chairman: Alf Christian Thorkildsen
• Independent Director: Kjell Erik Jacobsen
• Director: Marcus Chew Siong Huat
• Director: Lefki Savvidou
• Independent Director: Pantelakis Evangelou
• Independent Director: Tan Ching Chin
• Independent Director: Savvas Savvides
• Independent Director: Zhao Beijia
• Executive Director: Kurt Magne Waldeland
Appointments to the Board are communicated in the
notice of the general meeting, and members are
elected by the shareholders. All current members of the
Board were elected at the extraordinary general
meeting of SeaBird Exploration held on 25 April 2025
for a term of one year from the date of closing of the
business combination with Energy Drilling, completed
on 26 May 2025.
At least half of the Board (50%) members must be
individuals who are neither executive ofcers of, nor
employed by, nor directors of business partners of the
company. At least two of the members of the board
elected by shareholders should be independent of the
company’s main shareholders.
Since the Board consists of nine members, the presence
of executive directors does not compromise decision-
making, as no individual or partner can control the
outcome of Board resolutions. The company therefore
Governance | Corporate governance report 22
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
considers this arrangement appropriate and without
disadvantage to shareholders.
Deviations from the Code: Under the Articles of
Association and in accordance with the general
principles of the Cyprus Companies Law, the board
chairman is appointed by the board of directors and not
by the general meeting. Under the Articles of
Association, board directors may be elected for a term
of more than two years. Each director serves until the
expiration of their term and until a successor is elected.
In accordance with Cyprus law, shareholders may
remove any director before the end of their term by
ordinary resolution with special notice. Furthermore, The
Board of Directors includes one member of executive
management, Kurt Magne Waldeland, who serves as
Executive Director and Chief Executive Ofcer.
The work of the board of directors
The duties of the Board
The Board is responsible for ensuring proper
organization of the company’s activities, supervising
day-to-day management, and approving plans and
budgets. Its primary responsibilities include
contributing to the development and approval of the
company’s strategy, monitoring performance and risk
exposure, and acting as an advisory body to executive
management.
Instructions for the Board
The Board has adopted instructions for its own work and
for the CEO’s responsibilities in relation to the Board
clarifying the internal allocation of duties and
responsibilities and setting principles for handling
agreements with related parties.
Agreements with related parties
Transactions with related parties must be conducted on
normal commercial terms and in accordance with the
arm’s length principle. A presentation of transactions
and balances with related parties is available in the
notes to the annual consolidated nancial statements.
Conicts of interest and disqualication
Directors have a duty to declare any material interest in
matters considered by the Board and abstain from
voting on such items. They are not counted in quorum
for decisions where a conict of interest exists.
Instructions for the executive management
A clear division of responsibilities and tasks has been
established between the Board and executive
management. The CEO, appointed by the Board, has a
particular responsibility to ensure that the Board
receives accurate, relevant, and timely information that
is sufcient to allow the Board to carry out its duties.
Financial reporting and sustainability reporting
The Board receives periodic reports on the Company’s
nancial status. In relation to the annual nancial
statements, the Board may ask management to conrm
that the accounts have been prepared in accordance
with EU IFRS, that all the information included is in
accordance with the actual situation of the Company,
and that nothing of material importance has been
omitted.
Chairman of the board
The principal duty of the chairman of the Board is to
ensure that the board of directors operates well and
carries out its duties in accordance with applicable laws
and the Articles of Association. In addition, the chairman
of the board also has certain specic duties during
board meetings. Matters to be considered by the board
are prepared by the CEO in collaboration with the
chairman, who chairs the board meetings.
When the Board considers matters of a material nature
in which the chairman has, or has had, an active
involvement, another director chairs the discussion to
ensure independence.
Board committees
The Board has established an audit & risk committee
(ARC) and a remuneration committee. These
committees operate under specic instructions
adopted by the Board and assist in preparing matters
related to nancial reporting, internal control and risk
management, and executive remuneration.
Membership of these committees is restricted to
directors who are independent of the company’s
executive personnel and a majority of the members
shall be independent.
The board of directors’ evaluation of its own work
The Board evaluates its own performance and expertise
annually.
Governance | Corporate governance report 23
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Deviations from the Code: Each operational vertical
prepares its own sustainability report based on
relevant regulatory and industry standards. The parent
company reviews and assesses these vertical-level
reports but does not prepare a standalone
consolidated sustainability report beyond the
sustainability-related disclosures included in the
management statement of the annual report. This
represents a deviation from the Code’s
recommendation for a comprehensive group-level
sustainability report.
Audit & risk committee
The audit & risk committee (ARC) shall act as a
preparatory and advisory body and support the Board
in its responsibilities related to nancial- and ESG
reporting, internal control, and risk management.
Furthermore, the ARC shall review and discuss with the
Company’s management and statutory auditor the
Company’s annual and quarterly nancial statements
and annual sustainability reporting, and assess and
monitor the independence of the statutory auditor.
The ARC shall meet at least ve times per year and at
such other times as the chairman of the committee
deems appropriate. In 2025, following the completion
of the business combination between Energy Drilling
and SeaBird Exploration on 26 May 2025, the ARC met
two times. All meetings were fully attended by the
respective committee members.
As of December 31, 2025, the audit & risk committee
comprised the following individuals:
• Pantelakis Evangelou (President)
• Tan Ching Chin
Deviations from the Code: none
Remuneration committee
The Remuneration Committee shall act as a preparatory
and advisory body and assist the Board in its work in
relation to the Company’s remuneration policies and
terms of employment for executive personnel.
As of December 31, 2025, the Remuneration
Committee comprised the following individuals:
• Alf Christian Thorkildsen (President)
• Kjell Erik Jacobsen
• Zhao Beijia
Deviations from the Code: none
Risk management and internal control
The Board ensures that the company maintains sound
internal control and risk management systems
appropriate to the nature and scope of its business
activities. These systems encompass nancial reporting
integrity, compliance with laws and regulations, and
adherence to the company’s corporate values and
ethical standards.
The Board conducts an annual review of the company’s
most signicant risk exposures and internal control
arrangements. To strengthen governance, the audit &
risk committee, operating under instructions adopted
by the Board, assists in preparing matters related to
nancial reporting and risk management, ensuring
robust oversight and alignment with best practices.
Deviations from the Code: none
Remuneration of the board of
directors
The remuneration of directors reects their
responsibilities, expertise, time commitment, and the
complexity of the company’s activities.
Remuneration for the Board is approved by the annual
general meeting. For the nancial year 2025 the total
remuneration of the Directors is maximum USD 500,000
annually. The remuneration for 2025 was approved by
the general meeting on 25 April 2025.
Directors’ fees are not linked to company performance
and the company does not grant share options to board
directors, with the exception of executive directors who
are granted options as part of their remuneration as
executive personnel.
As of 31 December 2025, the Group CEO, Kurt M.
Waldeland, and the CEO of Energy Drilling, Marcus
Chew, who also serves as directors on the Board, have
outstanding options as part of their executive roles:
• Kurt Magne Waldeland (Group CEO) – 3,951,316
share options
• Marcus Chew Siong Huat (CEO Energy Drilling) –
5,268,421 share options and 6,724,529 ordinary
shares (0.93% ownership)
Governance | Corporate governance report 24
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
The Board may grant special remuneration to any
Director, who shall perform any special or extra services
at the request of the Company. Such special
remuneration may be made payable to such Director in
addition to or in substitution for his ordinary
remuneration as a Director, and may be made payable
by way of salary, commission or participation in prots
or otherwise as may be agreed.
The Articles of Association also entitle directors to
reimbursement of reasonable expenses incurred in
connection with their duties.
The complete overview of remuneration of directors for
2025 is presented in the notes to the annual
consolidated nancial statements.
Deviations from the Code: The Company does not
disclose remuneration for directors and executive
management at the level of detail recommended by the
Code. As a Cyprus-incorporated issuer, remuneration
reporting follows applicable Cyprus and EU
requirements, which differ from NUES. The Company
provides clear principles and overall gures but deviates
from the Code’s detailed disclosure expectations.
Salary and other remuneration for
executive personnel
The Board has established guidelines for the
remuneration of the CEO and other executive
personnel, pursuant to the Norwegian Public Limited
Liabilities Companies Act. These guidelines are
designed to support the company’s commercial
strategy, long-term interests, and nancial sustainability,
while ensuring alignment of interests between
executives and shareholders.
Remuneration is based on measurable criteria that
executives can inuence. Performance-related
elements, where applicable, are subject to absolute
limits and linked to value creation for shareholders.
Such arrangements aim to drive performance through
nancial, operational, and other quantiable objectives.
Information on the remuneration of executive personnel
for 2025 is provided in the notes to the annual
consolidated nancial statements.
Deviations from the Code: The Company does not
disclose remuneration for directors and executive
management at the level of detail recommended by the
Code. As a Cyprus-incorporated issuer, remuneration
reporting follows applicable Cyprus and EU
requirements, which differ from NUES. The Company
provides clear principles and overall gures but deviates
from the Code’s detailed disclosure expectations.
Information and communications
The company is committed to transparent and timely
disclosure of nancial and other relevant information,
ensuring equal treatment of all stakeholders in the
securities market. Information is published through
Euronext Oslo Børs’ NewsWeb and made available on
the company’s website (www.energyholdings.cy) as
soon as it is disclosed. The company also publishes an
annual nancial calendar, providing an overview of
important events such as the Annual General Meeting
and publication of nancial reports.
The Board has established guidelines for investor
relations, including principles for communication with
shareholders in addition to communication in general
meetings. These guidelines ensure that all contact
complies with applicable laws and recommendations.
Deviations from the Code: none
Takeovers
The Board has established guidelines for how it will act
in the event of a takeover bid. The Board will ensure
equal treatment of all shareholders and seek to avoid
unnecessary disruption to business activities.
Shareholders will receive sufcient information and time
to evaluate any offer.
The Board will not obstruct a takeover unless it believes
this is in the best interests of the company and
shareholders. If a bid is made, the Board will issue a
recommendation on whether to accept or reject the
offer, stating whether its view is unanimous and
explaining any reservations. An independent valuation
will be obtained and published with the Board’s
statement.
Mandatory takeover rules apply partly under the
Norwegian Securities Trading Act and partly under the
Cyprus Public Takeover Bids Law. Under Cyprus law, a
mandatory bid obligation is triggered when a
shareholder, directly or indirectly, acquires 30% or more
of the voting rights in the company. In such cases, the
shareholder must make an unconditional offer for the
Governance | Corporate governance report 25
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
remaining shares. The bid process, including pricing,
documentation, and disclosure, is governed by
Norwegian law and supervised by the Norwegian FSA.
All shares must be treated equally, and the offer must
include a cash alternative.
The Articles of Association supplement these provisions
and require prompt notication to the Norwegian
Financial Supervisory Authority, the Oslo Stock
Exchange and to the company when the threshold is
reached, and that the mandatory offer must be
unconditional.
Deviations from the Code: none
Auditor
The external auditor is elected by the general meeting
and must be independent of the company. RSM Cyprus
Ltd was appointed as auditor of Energy Holdings at the
annual general meeting held on 26 June 2025.
The auditor presents the main features of the audit plan
to the audit & risk committee annually and provides
written conrmation of independence. The auditor
participates in all meetings of the audit & risk committee
and in the board meeting that deals with the approval
of the annual nancial statements and sustainability
reporting. At this meeting, the chief executive ofcer
reviews any material changes in accounting policies, key
accounting estimates, and, where applicable, matters
related to sustainability reporting. The auditor
comments on this review and accounts for key aspects
of the audit, including any material matters where there
has been disagreement with management. There have
been no such disagreements regarding the nancial
accounts for 2025.
Once a year, the board reviews the company’s internal
control and risk management systems related to
nancial reporting and sustainability reporting together
Deviations from the Code: none
26
MANAGEMENT
REPORT
This Management Report is prepared for SED Energy
Holdings Plc (“Energy Holdings”, the “Company” or the
“Group”). On 26 May 2025, SeaBird Exploration Plc
(“SeaBird Exploration”) and Energy Drilling Pte. Ltd.
(“Energy Drilling”) completed a transaction to combine
their businesses through a share-for-share acquisition,
following which SeaBird Exploration was renamed SED
Energy Holdings Plc. The business combination was
undertaken with the aim of establishing Energy
Holdings as a stronger and more diversied industrial
investor. The transaction sought to enhance scale,
reduce single-asset risk, and improve access to the
capital markets.
The Group has two main verticals, notably Energy
Drilling and Seabird Exploration, which also forms the
basis of the reporting segments.
Energy Drilling provides tender-assisted drilling
services, primarily in Southeast Asia. Seabird
Exploration provides marine seismic data acquisition
services and source vessel operations for the oil and
gas industry.
The transaction has been accounted for as a reverse
acquisition in accordance with IFRS 3 Business
Combinations, whereby SED Energy Holdings PLC is
the legal parent and Energy Drilling Pte Ltd is the
accounting acquirer. Accordingly, the consolidated
nancial statements represent a continuation of Energy
Drilling’s nancial statements, while SED Energy
Holdings PLC (ex. Seabird Exploration Plc) and its
subsidiaries of are included in the consolidated
nancial statements from the acquisition date.
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Management Report 27
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Operating activities
2025 was a year of high operational activity across the
Group, with all assets contributing to strong utilization
and solid operational performance.
For Energy Drilling, the eet of drilling rigs achieved full
utilization during the year, supported by the successful
commencement of long-term contracts for EDrill-2 and
GHTH. These redeployments were executed safely, on
schedule and within budget, reecting the Group’s
strong operational capabilities. The remaining drilling
units operated continuously throughout the year,
delivering stable performance and high technical
uptime across key markets.
SeaBird Exploration maintained high activity levels, with
both Eagle Explorer and Fulmar Explorer operating at
strong utilization throughout the year. Both vessels
remained on contracts for the majority of the year,
providing consistent contribution to the Group’s
earnings.
Overall, the Group’s operations in 2025 were
characterized by high utilization, reliable execution, and
a strong focus on safety and efciency, supporting
predictable cash generation across both business
segments.
Market outlook
The offshore oil and gas services market showed
continued improvement during the fourth quarter of
2025, supported by solid underlying energy demand
and a steady ow of new project activity. While
sentiment has improved, the market remains
competitive, with selective pricing pressure in certain
segments and regions. Oil companies continue to
prioritise capital discipline, focusing primarily on
projects tied to production from existing elds,
particularly across Asia‑Pacic, where activity levels
remain robust.
In the drilling segment, offshore activity in Southeast
Asia continues to be supported by a strong pipeline of
development projects and new partnerships between
international oil companies and national oil companies,
notably in Indonesia and Thailand. The tender rig
market operates close to full capacity, and utilisation of
modern assets is expected to improve further into 2026
as previously idle rigs return to service. While dayrates
were under pressure during most of 2025, increasing
utilisation is expected to support improved market
balance going forward. Against this backdrop, Energy
Drilling is well positioned with a young, efcient eet
and longstanding customer relationships supporting
stable utilisation and high earnings visibility.
In the seismic segment, market activity continues to be
driven by the ocean‑bottom node (OBN) segment,
which remains the strongest area within the seismic
industry. Demand is supported by infrastructure‑led
exploration and enhanced recovery programmes, as
well as near‑eld development projects. OBN
deployment is gradually expanding into more
conventional exploration, broadening the addressable
market. With high‑quality vessels and experienced
operational teams, SeaBird Exploration is well
positioned to maintain solid utilisation in a market
characterised by limited vessel supply and improving
contract discipline.
Quality, Health, Safety, and
Environment
Energy Holdings conducts its business with a strong
focus on safety, environmental responsibility and ethical
business conduct. High ESG standards are considered
fundamental to the Group’s licence to operate within
the offshore energy sector and to long‑term value
creation. ESG oversight is exercised at Group level,
while operational responsibility is retained within the
operating subsidiaries, Energy Drilling and SeaBird
Exploration.
Across the Group, operations are managed with the
objective of zero injuries, minimal environmental impact
and high operational integrity. Established QHSE
management systems, disciplined operational
processes and continuous risk management form the
foundation for safe and efcient operations.
Environmental considerations are embedded in
day‑to‑day activities, including energy‑efcient
operations, controlled use of chemicals and preventive
measures to protect the marine environment.
Social matters are addressed through a strong
emphasis on health and safety, competence
development and responsible supply‑chain
management. The Group maintains high safety
standards supported by training programmes, safety
leadership initiatives and a strong safety culture across
a multinational workforce. Measures are also in place to
Management Report 28
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
mitigate risks related to human rights, labour standards
and ethical conduct in the supply chain.
Energy Holdings is currently not subject to mandatory
sustainability reporting requirements under the EU
Corporate Sustainability Reporting Directive (CSRD) for
the reporting year 2025. The Group nevertheless
monitors regulatory developments closely and
continues to strengthen its ESG frameworks, data
collection processes and internal controls to ensure
preparedness for future reporting obligations. Separate
Environmental, Social and Governance reports are
available for each of the Energy Drilling and Seabird
Exploration verticals on their respective web pages.
Corporate governance
Governance principles and ethical standards support
consistent decision-making, compliance and risk
management across the Group. As Energy Holdings is
listed on Euronext Oslo Børs, the Company’s corporate
governance framework is based on the Norwegian
Code of Practice for Corporate Governance (NUES) and
the requirements of the Norwegian Accounting Act
§3-3b. The Company’s corporate governance
arrangements, including Board responsibilities and
governance structures, are described in a separate
Corporate Governance Report in this report and are
also available on the Company’s webpage.
Transparency Act
The Norwegian subsidiaries in Energy Holdings comply
with the Norwegian Transparency Act, which entered
into force on 1 July 2022. Measures are in place to
identify, assess and address risks related to human
rights and decent working conditions across operations
and the supply chain. Due diligence processes include
supplier assessments, follow-up measures and
corrective actions where necessary. Further information
is provided in a separate Transparency Act report
available on the SeaBird Exploration vertical’s website.
Shareholders’ table
The Company has issued 617,884,552 ordinary shares
and 108,100,000 B-shares, totalling 725,984,552
shares. The Class B Shares rank in all respects pari passu
with and confer to their holders the same rights as
ordinary shares, except voting rights. The 20 largest
shareholders as of 31 December 2025:
Shareholder
No. of shares
% of total
Pioneer Logistics Holdings
Pte. Lt*
293,400,179
40.41%
Hv Vi Invest Uraz Limited
181,761,484
25.04%
Energy Ventures Iv Lp
51,564,312
7.10%
Shs Holding Ltd
28,289,977
3.90%
Euroclear Bank S.A./N.V.
20,173,365
2.78%
Globalfund Capital Pte Ltd
14,643,051
2.02%
Mh Capital As
10,159,676
1.40%
Marcus Siong Huat Chew
6,724,529
0.93%
Anderson Invest As
6,098,626
0.84%
Alden As
6,000,000
0.83%
Verdipapirfondet Dnb Smb
5,769,530
0.79%
Argentum Fondsinvesteringer
As
5,293,098
0.73%
Dnb Carnegie Investment
Bank Ab
5,177,434
0.71%
Grunnfjellet As
5,100,000
0.70%
Nordnet Bank Ab
3,166,875
0.44%
Morgan Stanley & Co.
International
2,608,558
0.36%
The Bank Of New York Mellon
2,450,000
0.34%
Citigroup Global Markets Ltd
2,428,686
0.33%
The Bank Of New York Mellon
2,421,314
0.33%
Ståle Rød
2,146,238
0.30%
Number owned by top 20
655,376,932
90.3%
Total remaining shareholders
70,607,620
9.7%
Total number of shares
725,984,552
*) Pioneer Logistics Holdings Pte. Lt holds 185,300,179
ordinary shares and 108,100,000 B-share in the Company, or
40.4% of outstanding shares and 30.0% of voting shares.
Financial review
The consolidated nancial statements for SED Energy
Holdings Plc as well as the separate nancial statement
for the parent Company are presented in accordance
with International Financial Reporting Standards as
adopted by the European Union. SeaBird Exploration
Plc and Energy Drilling Pte Ltd completed a business
combination on 26 May 2025, resulting in the
establishment of SED Energy Holdings Plc. In keeping
with IFRS 3 Business Combinations, Energy Drilling Pte
Ltd is identied as the accounting acquirer and SeaBird
Exploration Plc as the legal acquirer. As a result of the
Management Report 29
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
reverse acquisition, the nancial information presented
for periods prior to the transaction reects the
operations, nancial position, and cash ows of Energy
Drilling Pte Ltd only. The operations of SeaBird
Exploration Plc prior to the acquisition are not included
in the nancial information for periods prior to 26 May
2025.
Please see Note 10 in the consolidated nancial
statement for further details on the business
combination and its accounting implications. Certain
nancial measures are dened as alternative
performance measures (APMs). For denitions and
reconciliations, please refer to the APM section of this
report.
Prot and loss
For the full year 2025, the Group generated revenues of
USD 212.5 million, compared to USD 133.7 million in
2024. The increase was driven by higher activity levels
and improved dayrates for Energy Drilling, as well as the
consolidation of SeaBird Exploration from 26 May 2025.
Selling, general and administrative expenses amounted
to USD 22.5 million, compared with USD 6.7 million in
the previous year. The increase mainly reects
non‑recurring legal and advisory costs related to the
merger and non‑cash costs related to the Company’s
long‑term incentive plan. Underlying SG&A for the year
2025 was USD 14.7 million (2024: USD 6.1 million).
EBITDA for the year amounted to USD 101.5 million,
compared to USD 66.9 million in 2024. The
improvement reects a higher number of rigs on
contract and the inclusion of SeaBird Exploration, partly
offset by merger‑related costs. Excluding such costs,
adjusted EBITDA amounted to USD 110.5 million,
compared with USD 67.5 million in 2024.
Net prot for the year amounted to USD 35.8 million,
compared to USD 25.6 million in 2024. The increase
reects more rigs in operation at higher day-rates,
somewhat offset by merger‑related costs and higher tax
cost. Excluding one‑off items, net prot for the year
amounted to USD 44.7 million (2024: USD 27.3 million),
with the underlying improvement driven by higher
activity levels and strong operational uptime.
Balance sheet
Total assets as at 31 December 2025 amounted to USD
468.1 million, compared with USD 399.3 million at 31
December 2024. The increase mainly reects the
consolidation of SeaBird Exploration and higher activity
levels across the Group.
Total liabilities amounted to USD 141.0 million,
compared with USD 123.2 million in the prior year.
Interest‑bearing liabilities amounted to USD 81.3
million, up from USD 64.2 million at year‑end 2024,
reecting the higher lease commitments following the
commencement of the new contract for GHTH.
Net interest‑bearing debt amounted to USD 46.1
million at year‑end, compared with USD 32.4 million in
2024. Total equity amounted to USD 327.1 million,
corresponding to an equity ratio of 70%, compared with
69% at the end of the previous year.
Cash ow
Cash ow from operating activities amounted to USD
69.3 million in 2025, compared with USD 74.2 million in
the prior year. Capital expenditure totalled USD 9.4
million, signicantly lower than USD 52.1 million in
2024. The sharp reduction stems from the completion
of reactivation projects and completion of special
periodic surveys in 2024.
Cash ow from nancing activities was negative USD
59.0 million, primarily reecting the renancing of
Energy Drilling’s bank facility, lease payments related to
GHTH and the USD 40 million shareholder distribution
completed within the year. At 31 December 2025,
unrestricted cash and cash equivalents amounted to
USD 21.0 million, compared with USD 18.4 million at
year‑end 2024.
Segment reporting
Energy Drilling
Energy Drilling delivered strong operational
performance in 2025, supported by high utilisation
levels and the commencement of new contracts for
GHTH and EDrill‑2. Mobilisations were completed on
time and on budget, contributing to improved
economic utilisation and earnings visibility. Firm
revenue backlog at year‑end amounted to USD 451
million.
Revenues for the year amounted to USD 193.0 million
(2024: USD 133.7 million), reecting a full year of
operations from the T16 and ED Vencedor and
improved dayrates for GHTH. EBITDA for the year
Management Report 30
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
amounted to USD 98.4 million (2024: USD 66.9 million),
representing a signicant increase compared to 2024,
driven by higher revenues and efcient operational
execution.
SeaBird Exploration
SeaBird Exploration contributed to Group earnings
from the completion of the merger on 26 May 2025.
Operational performance during the period was
impacted by some off‑hire between contracts, but both
vessels were on contracts as per 31 December 2025.
The Fulmar Explorer is operating on an OBN source
contract in the U.S. Gulf of Americas until mid‑June
2026, while the Eagle Explorer is operating until
mid‑May 2026. Firm revenue backlog at 31 December
2025, including post‑year‑end contract extensions,
amounted to USD 15 million.
From the completion of the merger to 31 December
2025, SeaBird Exploration generated revenues of USD
19.7 million and EBITDA of USD 5.3 million.
Shareholder distributions
No dividend was distributed for the year ended 31
December 2025 (2024: USD nil).
In September 2025, the Company completed a cash
distribution of USD 0.055 per share (USD 40 million) to
its shareholders in the form of repayment of paid-in-
capital. In December 2025, the shareholders approved
an additional distribution of paid-in-capital of USD
0.028 per share (USD 20 million), which was paid in
February 2026. On 23 February 2026 the Board
resolved to propose a distribution of paid-in capital of
USD 0.031 per share, corresponding to a total of USD
22.5 million for the fourth quarter of 2025. This
distribution was approved by shareholders on 23 March
2026 and is scheduled to be paid in May 2026.
For further information please see Note 25 to the
consolidated nancial statement.
Reconciliation of Q4 2025 results
The Group's annual consolidated nancial statement
has been adjusted compared to the unaudited quarterly
results announced on 24 February 2026. The total effect
is an increased net prot of USD 7.9 million in the
Company’s consolidated statement of income and USD
2.0 million in increase in net assets for 2025.
Signicant events during the year
On 3 February 2025, SeaBird Exploration Plc
announced that it had signed a letter of intent (LOI) to
combine with Energy Drilling Pte Ltd in a share-for-share
transaction.
On 28 March 2025, SeaBird Exploration Plc announced
that the nal transaction agreement for the combination
with Energy Drilling Pte Ltd had been signed, subject to
approval by an Extraordinary General Meeting and
customary closing conditions.
On 26 May 2025, the Company announced that the
combination of SeaBird Exploration Plc and Energy
Drilling Pte Ltd had been successfully completed. As
resolved by the Extraordinary General Meeting held on
25 April 2025, the Company subsequently changed its
name to SED Energy Holdings Plc.
On 28 May 2025, SED Energy Holdings Plc announced
its results for the rst quarter of 2025 and that the Board
of Directors had proposed a cash distribution of USD 40
million to shareholders, to be effected as a return of
paid-in capital, subject to shareholder approval.
On 19 June 2025, the Company announced that the
name change to SED Energy Holdings Plc and the new
ticker symbol “ENH” became effective on Euronext Oslo
Børs.
On 26 June 2025, the Company announced that the
Annual General Meeting had been held and that all
resolutions on the agenda were approved.
On 26 August 2025, the Company announced that the
prospectus relating to the listing of ordinary shares
issued as consideration in the combination with Energy
Drilling Pte Ltd had been approved by the Norwegian
Financial Supervisory Authority, and that the shares
were listed and tradable on Euronext Oslo Børs.
On 17 September 2025, the Company announced key
information relating to the cash distribution of USD 40
Management Report 31
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
million for the rst half of 2025, including record date,
ex-date and payment date.
On 26 November 2025, the Company announced that
the Board of Directors had proposed a cash distribution
of USD 20 million to shareholders for the third quarter
of 2025, to be effected as a return of paid-in capital and
subject to shareholder approval.
Subsequent events
The most signicant events occurred after the date of
the statement of the nancial position include:
On 24 February 2026, the Company announced its
results for the fourth quarter and full year 2025 and that
the Board of Directors had proposed a cash distribution
of USD 22.5 million to shareholders for the fourth
quarter of 2025. The proposed distribution is to be
effected as a return of paid-in capital. The distribution
was approved by shareholders on 23 March 2026 and is
scheduled to be paid in May 2026.
In February 2026, the Company announced
amendments to its existing debt facility, signicantly
reducing annual mandatory repayments. The
amendment followed the successful integration of
Energy Drilling and SeaBird Exploration and reects
improved scale, cash ow visibility and nancial
exibility.
On 2 February 2026, the Company announced that
SeaBird Exploration had signed a contract extension for
the vessel Eagle Explorer, extending rm commitments
into mid-May 2026 on unchanged commercial terms.
On 23 February 2026, the Company announced that
SeaBird Exploration had signed a contract extension for
the vessel Fulmar Explorer, extending rm
commitments into mid-June 2026 on unchanged
commercial terms.
For the full list of subsequent events please refer to
Note 33 of the consolidated nancial statements.
Going concern
The Company’s accounts have been prepared on a
going concern basis. Please refer to Note 2.1 in
the consolidated nancial statements.
Financial calendar
The table below presents Energy Holdings’ nancial
calendar, including reporting dates and the annual
general meeting.
Event
Date
First quarter report
29 May 2026
Annual general meeting
23 June 2026
Half-yearly report
26 August 2026
Third quarter report
18 November 2026
Fourth quarter report
17 February 2027
Annual general meeting
27 May 2027
Risk factors and management
Energy Holding’s activities are exposed to a variety of
nancial risks such as market risk (including currency
risk, interest rate risk and price risk), credit risk and
liquidity risk. The Group’s overall risk management
focuses on the unpredictability of nancial markets and
monitors and controls risks with a potential signicant
negative effect for the Group and evaluates to minimize
the risks if the cost of doing so is acceptable. For further
information please see Note 3 and 32 in the
consolidated nancial statement.
Share capital
Energy Holdings has two classes of shares: Ordinary
Shares and Class B Shares. Ordinary Shares are listed on
Euronext Oslo Børs and carry one vote at general
meetings, while Class B shares have no voting rights.
Both classes ranki pari passu with equal rights to
dividends when declared, as well as equal rights to
capital repayment and participation in surplus assets
upon winding up. Holders of Class B Shares may
request conversion into Ordinary Shares on a one-for-
one basis, subject to conditions set out in the Articles of
Association and Board approval.
Please see Note 24 in the annual consolidated nancial
statements for further information on the share capital
structure.
Management Report 32
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Group composition
With reference to Note 9 in the annual consolidated
nancial statements, Energy Holdings, as the parent
company, has ownership in the entities listed below.
Company
Shareholding
and voting rights
Edrill 1 Pte Ltd
100%
Edrill 2 Pte Ltd
100%
Edrill 3 Pte Ltd
100%
Edrill T15 Pte Ltd
100%
Edrill T16 Pte Ltd
100%
Edrill Vencedor Pte Ltd
100%
Energy Drilling Management Pte Ltd
100%
Energy Drilling Pte Ltd
100%
GeoBird Management AS
100%
Harrier Navigation Company Limited*
100%
Sana Navigation Company Limited*
100%
Seabed Navigation Company Limited*
100%
SeaBird Crewing Mexico S. DE R.L. DE C.V.
100%
SeaBird Exploration Americas Inc.
100%
Seabird Exploration AS
100%
SeaBird Exploration Asia Pacic PTE. Ltd.*
100%
SeaBird Exploration Crewing Limited
100%
SeaBird Exploration Cyprus Limited
100%
SeaBird Exploration Finance Limited*
100%
SeaBird Exploration FZ-LLC
100%
SeaBird Exploration Multi-Client Limited*
100%
SeaBird Exploration Norway AS
100%
SeaBird Exploration Private Limited
26%
SeaBird Exploration Vessels Limited
100%
SeaBird Seismic Mexico S. DE R.L. DE C.V.
100%
*) These subsidiaries have led for voluntary liquidation.
A liquidator has been appointed, resulting in a loss of
control in accordance with IFRS 10 Consolidated
Financial Statements. Accordingly, these entities have
been deconsolidated.
Board of Directors
The Board of Directors consists of Alf Christian
Thorkildsen (Chairman of the board), Kjell Erik
Jacobsen (Independent Director), Lefki Savvidou
(Director), Pantelakis Evangelou (Independent Director),
Savvas Savvides (Independent Director), Zhao Beijia
(Independent Director) and Tan Ching Chin
(Independent Director), Marcus Chew Siong Huat
(Director), and Kurt Magne Waldeland (Executive
Director).
All current members of the Board were elected at the
extraordinary general meeting of SeaBird Exploration
held on 25 April 2025 for a term of one year from the
date of closing of the business combination with Energy
Drilling, completed on 26 May 2025. In accordance with
the Company’s Articles of Association, all Directors shall
hold ofce until the expiration of their term and until a
successor shall have been elected.
The Board shall attend to the common interests of all
shareholders, and its members shall meet the
Company’s need for expertise, capacity and diversity.
Attention should be paid to the fact that the Board of
Directors can function effectively as a collegiate body.
The Board will consider all aspects on diversity when
reviewing the composition and balance of the Board
and when conducting the annual Board effectiveness
review. The Board of Directors expect to progress on the
Board members and senior management diversity in
the near future.
Please be referred to Note 31 to the consolidated
nancial statements for further information.
Committees
The Audit & Risk Committee acts as a preparatory and
advisory body to the Board and oversees its
responsibilities related to nancial- and ESG reporting,
internal control, and risk management. The committee
reviews and discusses the Company’s annual and
quarterly nancial statements and annual sustainability
reporting with management and the statutory auditor,
while monitoring the auditor’s independence. The
Company’s audit committee consists of:
• Pantelakis Evangelou (President)
• Tan Ching Chin
The Remuneration Committee acts as a preparatory and
advisory body and assists the Board in its work in
relation to the Company’s remuneration policies and
terms of employment for executive personnel. The
committee consists of:
Management Report 33
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
• Alf Christian Thorkildsen (President)
• Kjell Erik Jacobsen
• Zhao Beijia
Internal control
The Group operates an internal control system and
procedures, the adequacy of which is evaluated by the
Board of Directors and by an independent Audit & Risk
Committee which was established by the Board of
Directors. The operation of the internal control system is
intended to manage the risks of not achieving
business objectives and ensure to a reasonable extent
the proper management of the risks of its nancial and
operational systems Group. The internal control system
includes procedures aimed at detection and prevention
of errors, omissions and/or fraud which they could
cause material inaccuracies in the preparation of the
Group's nancial statements. The adequacy of the
internal control system ensures the validity of nancial
data and protection against material errors in
the presentation of the Group's results.
The Company, through internal controls implemented
by management and supervised by the Audit & Risk
Committee, implemented effective procedures for the
composition and preparation of nancial statements
and periodic information, as provided by the Laws and
Regulations of listed companies. In addition to the
above, the main features of these procedures, are as
follows:
• The nancial statements of the Group companies
and the consolidated nancial statements are
prepared with the responsibility of the Chief
Financial Ofcer and reviewed by the Audit & Risk
Committee.
• The nancial statements and the
periodic announcements are approved by the
Board of Directors prior to their publication.
Furthermore, the Group performs annual internal audit;
Internal audit to control compliance towards
requirements in; ISO 9001, ISO 14001, ISO 45001,
ISM code, ISPS code, MLC and requirements of the
Management System.
Independent Auditors
The independent auditors RSM Cyprus Ltd have
expressed their willingness to continue in ofce as
the Company’s auditors. A resolution authorizing the
Board of Directors to appoint and x remuneration will
be proposed at the next AGM.
Resolution
The nancial statements for the Company have been
prepared in accordance with International Financial
Reporting Standards, as adopted by the European
Union (EU). They have been prepared under the
historical cost convention. Also, the Financial
Statements have been prepared on a going concern
basis.
The Company’s net prot for 2025 is USD 35.8 million.
The prot for the year will be transferred to the Group’s
reserves.
Management Report | The Board of Directors’ signatures on the management report 34
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Limassol, Cyprus – 30 April 2026
The Board of Directors and Management of
SED Energy Holdings Plc
Alf Christian Thorkilsen
Chairman
Kurt Magne Waldeland
Director & Chief Executive Ofcer
Kjell Erik Jacobsen
Director
Marcus Chew Siong Huat
Director
Lefki Savvidou
Director
Pantelakis Evangelou
Director
Tan Ching Chin
Director
Savvas Savvides
Director
Zhao Beijia
Director
35
FINANCIALS
Consolidated nancial statements
36
Notes to the consolidated nancial statements
43
Parent company nancial statements
85
Notes to the parent company nancial statements
91
Responsibility statement
104
Independent auditor’s report
105
Alternative performance measures
115
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Financials | Consolidated financial statements 36
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL ACCOUNTS
Consolidated statement of profit and loss ...................................................................................................................................................................... 37
Consolidated statement of financial position ................................................................................................................................................................. 38
Consolidated statement of financial position ................................................................................................................................................................. 39
Consolidated statement of changes in equity ............................................................................................................................................................... 41
Consolidated statement of cash flow ............................................................................................................................................................................... 42
Notes to the consolidated financial statements ............................................................................................................................................................. 43
Note 1 General information .................................................................................................................................................. 43
Note 2 Material accounting policy information .................................................................................................................. 43
Note 3 Risk factors and financial risk management ........................................................................................................... 55
Note 4 Significant accounting judgements, estimates and assumptions ........................................................................ 58
Note 5 Prior year restatement............................................................................................................................................... 59
Note 6 Revenue ..................................................................................................................................................................... 62
Note 7 Segment information ................................................................................................................................................ 63
Note 8 Capital management ................................................................................................................................................ 64
Note 9 Group information .................................................................................................................................................... 64
Note 10 Business Combination .............................................................................................................................................. 66
Note 11 Cost of sales ............................................................................................................................................................... 68
Note 12 Selling, general and administrative expenses ........................................................................................................ 68
Note 13 Other income and expenses .................................................................................................................................... 68
Note 14 Financial income and expenses............................................................................................................................... 69
Note 15 Income tax ................................................................................................................................................................. 69
Note 16 Earnings per share (EPS) .......................................................................................................................................... 70
Note 17 Property, plant and equipment ................................................................................................................................ 71
Note 18 Goodwill ..................................................................................................................................................................... 72
Note 19 Financial liabilities - Interest-bearing loans and borrowings ................................................................................ 74
Note 20 Inventories ................................................................................................................................................................. 75
Note 21 Trade receivables ...................................................................................................................................................... 75
Note 22 Other current assets .................................................................................................................................................. 75
Note 23 Cash and bank balances .......................................................................................................................................... 75
Note 24 Issued capital and reserves ...................................................................................................................................... 76
Note 25 Dividends and distributions ..................................................................................................................................... 78
Note 26 Contract liabilities ..................................................................................................................................................... 78
Note 27 Other non-current liabilities ..................................................................................................................................... 78
Note 28 Trade and other payables ........................................................................................................................................ 79
Note 29 Lease liabilities .......................................................................................................................................................... 79
Note 30 Commitments and contingencies ........................................................................................................................... 79
Note 31 Related-party transactions ........................................................................................................................................ 80
Note 32 Financial instruments ................................................................................................................................................ 81
Note 33 Subsequent events ................................................................................................................................................... 84
Financials | Consolidated financial statements 37
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
For the year ended 31 December 2025
Year ended 31 December
All figures in USD 000's
Note
2025
2024
Restated
Revenues
6, 7
Cost of sales
11
-87,239
-60,198
Selling, general and administrative expenses
12
-22,470
-6,684
Other income (expenses), net
13
-1,252
EBITDA
1
Depreciation
17
-40,306
-24,707
Operating profit
Finance income
14
Finance expense
14
-9,490
-8,414
Gain on sale of property, plant and equipment
17
Other financial items, net
14
-1,513
-125
Profit before income tax
Income tax
15
-15,035
-8,267
Profit for the period
Other comprehensive income, net of tax
Total comprehensive profit for the period
Earnings per share
Basic
16
Diluted
16
Financials | Consolidated financial statements 38
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Restated
All figures in USD 000's
Note
31.12.2025
31.12.2024
01.01.2024
ASSETS
Non-current assets
Goodwill
10, 18
Property, plant and equipment
17
Right of use assets
17
Total non-current assets
Current assets
Inventories
20
Trade receivables
21
Other current assets
22
Restricted cash
23
Cash and cash equivalents
23
Total current assets
TOTAL ASSETS
Financials | Consolidated financial statements 39
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Restated
All figures in USD 000's
Note
31.12.2025
31.12.2024
01.01.2024
EQUITY
Shareholders' equity
Paid in capital
24
Share options granted
24
Retained earnings
-28,843
-54,491
Other equity
-100
-100
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Non-current borrowings
19
Non-current lease
29
Non-current contract liabilities
26
Other non-current liabilities
27
Total non-current liabilities
Current liabilities
Current borrowings
19
Current lease
29
Current contract liability
26
Trade payables
28
Other payables
28
Tax liabilities
15
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Financials | Consolidated financial statements 40
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
On 30 April 2026, the Board of Directors of SED Energy Holdings Plc authorized these consolidated financial
statements for issue.
Limassol, Cyprus – 30 April 2026
The Board of Directors and Management of
SED Energy Holdings Plc
Alf Christian Thorkilsen
Chairman
Kurt Magne Waldeland
Director & Chief Executive
Ofcer
Kjell Erik Jacobsen
Director
Marcus Chew Siong Huat
Director
Lefki Savvidou
Director
Pantelakis Evangelou
Director
Tan Ching Chin
Director
Savvas Savvides
Director
Zhao Beijia
Director
Financials | Consolidated financial statements 41
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
All figures in USD 000's
Note
Paid-in
capital
Share
options
Retained
earnings
Other
reserves
Total
equity
Equity as of 1 January, 2024
-51,451
-100
Restatements
5
-3,040
-3,040
Equity as of 1 January 2024, as restated
-54,491
-100
Total income and comprehensive income for
the year
-
Restatements
5
-3,520
-3,520
Total income and comprehensive income
for the year, as restated
Net share options movement
24
Equity as of 31 December 2024
-28,843
-100
All figures in USD 000's
Note
Paid-in
capital
Share
options
Retained
earnings
Other
reserves
Total
equity
Equity as of 1 January 2025
-28,843
-100
Total income and comprehensive income
for the year
Treasure shares issued
24
Business combination (26.05.2025)
10
Share premium reduction
24, 25
-1,223
Capital distribution
24, 25
-40,000
-40,000
Net share options movement
24
Other equity movements
24
-2,990
-500
-500
Equity as of 31 December 2025
Financials | Consolidated financial statements 42
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2025
Year ended 31 December
All figures in USD 000's
Note
2025
2024
Restated
Cash flows from operating activities
Profit/(loss) before income tax
Adjustments for
Depreciation and amortization
17
Employee share option expense
24
Loss /(gain) from disposal of fixed assets
17
-89
Financial income
14
-553
-308
Financial expenses
14
Other items
-107
Net paid income tax
15
-15,251
-8,749
(Increase)/decrease in inventories
20
-2,002
-7,039
(Increase)/decrease in trade receivables and other current assets
21, 22
-11,086
Increase/(decrease) in trade payables, contract liability and other
payables
26, 27, 28
-7,010
Net cash used in operating activities
Cash flows from investing activities
Capital expenditures
17
-9,350
-52,137
Proceeds from disposal of PPE
17
Proceeds from disposal of shares
Cash acquired through business combination
10
Net cash used in investing activities
-7,634
-52,137
Cash flows from financing activities
Proceeds from issuance of treasury shares
24
Receipts from borrowings
19
Repayment of borrowings
19
-83,130
-64,300
Loan arrangements expenses
19
-297
-1,089
Interest paid
19
-5,403
-7,325
Interest received
14
Repayment of lease liability
29
-4,360
-8,451
Capital distribution
24,25
-40,000
Change in restricted cash
23
-653
-5,826
Net cash from financing activities
-58,988
-11,683
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the period, unrestricted
23
Cash and cash equivalents at end of the period, unrestricted
23
Financials | Notes to the consolidated financial statements 43
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P914#y1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
All figures in USD 1.000, if not stated otherwise. The consolidated financial statements and the separate financial
statements are an integral part of the annual financial statements and should be read in conjunction with each other.
Financials | Notes to the consolidated financial statements 44
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P929#y1
Financials | Notes to the consolidated financial statements 45
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P957#y1
Financials | Notes to the consolidated financial statements 46
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P965#y1
Financials | Notes to the consolidated financial statements 47
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P980#y1
Financials | Notes to the consolidated financial statements 48
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P991#y1
Financials | Notes to the consolidated financial statements 49
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1005#y1
Financials | Notes to the consolidated financial statements 50
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1023#y1
Financials | Notes to the consolidated financial statements 51
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1023#y1
Financials | Notes to the consolidated financial statements 52
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1048#y1
Financials | Notes to the consolidated financial statements 53
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1069#y1
Financials | Notes to the consolidated financial statements 54
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1070#y1
Financials | Notes to the consolidated financial statements 55
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1070#y1
Financials | Notes to the consolidated financial statements 56
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1102#y1
Financials | Notes to the consolidated financial statements 57
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1118#y1
Financials | Notes to the consolidated financial statements 58
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1136#y1
Financials | Notes to the consolidated financial statements 59
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1153#y1
Financials | Notes to the consolidated financial statements 60
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1070#y1
Financials | Notes to the consolidated financial statements 61
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1164#y1
P1221#y1
P1163#y1
Financials | Notes to the consolidated financial statements 62
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1465#y1
P1483#y1
P1309#y1
P1443#y1
P1308#y1
Financials | Notes to the consolidated financial statements 63
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1499#y1
P1529#y1
P1308#y1
Financials | Notes to the consolidated financial statements 64
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1665#y1
P1693#y1
P1597#y1
P1688C17T18#y1
Financials | Notes to the consolidated financial statements 65
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1743C18T20#y1
P1840#y1
P1308#y1
Financials | Notes to the consolidated financial statements 66
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1910#y1
P1877C12T22#y1
Financials | Notes to the consolidated financial statements 67
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P1934#y1
P1998#y1
P2014#y1
P1999#y1
Financials | Notes to the consolidated financial statements 68
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2044#y1
P2044#y2
P2081#y1
P2095#y1
P2016#y1
Financials | Notes to the consolidated financial statements 69
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2111#y1
P2151#y1
P2174#y1
P2192#y1
P2125#y1
P2044#y1
Financials | Notes to the consolidated financial statements 70
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2221#y1
P2244#y1
P2254#y1
P2221#y1
Financials | Notes to the consolidated financial statements 71
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2449#y1
P2296#y1
P2293C29T37#y1
P2315#y1
Financials | Notes to the consolidated financial statements 72
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2454#y1
Financials | Notes to the consolidated financial statements 73
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2481#y1
P2
Financials | Notes to the consolidated financial statements 74
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2491#y1
P2610#y1
P2607#y1
Financials | Notes to the consolidated financial statements 75
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2616#y1
P2640#y1
P2660#y1
P2680#y1
P2640#y2
Financials | Notes to the consolidated financial statements 76
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2718#y1
P2699#y1
P2719#y1
P2745#y1
Note 24 Issued capital and reserves
Authorized shares
All figures in 000's
2025
2024
Ordinary shares
800,000
91,000
B-shares
200,000
-
Total authorized shares
1,000,000
91,000
The business combination between SeaBird Exploration Plc and Energy Drilling Pte. Ltd. in 2025 has been accounted
for as a reverse acquisition in accordance with IFRS 3 – more info available in Note 10 Business Combination – and
consequently Energy Drilling (legal subsidiary) is identified as the accounting acquirer and Seabird Exploration Plc
(legal parent) as the accounting acquiree. Accordingly, the comparative information presented above reflect the legal
authorized capital of SED Energy Holdings Plc.
The Class B Shares rank in all respects pari passu with and confer to their holders the same rights as ordinary shares,
except voting rights.
Issued shares
All figures in 000's
2025
2024
Total number of shares issued at 1 January
80,476
80,476
Conversion
443
-
New shares issued in relation to reverse acquisition
645,065
Total number of shares as per 31 December
725,985
80,476
During 2025, Energy Drilling sold 443,034 shares held in treasury, which resulted in a conversion from treasury shares
to issued shares.
In relation with the business combination between SeaBird Exploration Plc and Energy Drilling Pte Ltd in 2025, as
described in Note 10 Business Combination, shareholders of Energy Drilling were issued 537,408,281 ordinary shares
and 108,100,000 non-voting Class B shares in SeaBird Exploration. Following the transaction, the Company has a total
of 617,884,552 ordinary shares and 108,100,000 Class B Shares issued.
The share movements presented above reflect the legal share capital of SED Energy Holdings Plc.
The Class B Shares rank in all respects pari passu with and confer to their holders the same rights as ordinary shares,
except voting rights.
Paid-in share capital
All figures in USD 000's
2025
2024
Paid-in capital at 1 January
304,400
304,400
Business combination
50,472
-
Share premium reduction
-1,223
-
Capital distribution
-40,000
-
Foreign exchange impact on redenomination of share
capital from EUR to USD
-2,990
-
Paid-in capital as per 31 December
310,659
304,400
Financials | Notes to the consolidated financial statements 77
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2780#y1
P2827#y1
P2780#y2
In relation to the business combination between SeaBird Exploration Plc and Energy Drilling Pte Ltd in 2025, please
see Note 10 Business Combination for more information.
During June 2025, the Group reduced the share premium by USD 1.2 million for the purpose of writing down losses.
On 3 October 2025 the parent Company completed a USD 40.0 million repayment of paid in capital.
The redenomination of the legal parent’s share capital from Euro to US Dollars resulted in a USD 2.99 million foreign
exchange impact which has been reclassified within equity.
Employee Share Option Plans
The employee share option program consists of 23.4 million options as of 31 December 2025. All share-based
payment arrangements are classified as equity-settled.
The Group operates multiple share option programs with differing vesting conditions and exercise prices. All options
are exercisable within 60 months from the respective vesting dates.
All figures in 000's
2025
2024
Total number of options at 1 January
2,914
2,914
Options of SeaBird Exploration recognized on acquisition
1,153
-
Forfeited during the year
-2,914
-
Granted during the year
23,049
-
Exercised in year
-807
-
Total number of options at 31 December
23,396
2,914
of which is vested
13,518
2,914
of which is non-vested
9,878
-
Total options
23,396
2,914
During the period, 0.1 million vested options were paid out in cash on the Company’s discretion.
Movement in share-based payment reserve
All figures in USD 000's
2025
2024
Opening book amount as of 1 January
705
-
Options of SeaBird Exploration recognized on acquisition
258
-
Share-based payments expensed during the year
4,945
705
Other transactions
-119
-
Closing book amount as of 31 December
5,789
705
The total value of share options granted is calculated using the Black-Scholes model. Their fair value is determined at
the grant date and is expensed over the vesting period less expected number of forfeited options. The calculation is
based on:
• Trailing 252 days logarithmic return volatility: 30% to 85%
• Given exercise price at the grant date. The exercise prices range from NOK 2.88 to NOK 7.98
• Time to maturity. The expected life ranges from 2 to 8 years.
• Assume no dividends
• A risk-free interest rate; 3.9% - 4.7%.
Financials | Notes to the consolidated financial statements 78
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2863#y1
P2917#y1
P2900#y1
P2882#y1
The weighted average exercise price of options outstanding at 31 December 2025 was NOK 3.97.
Financials | Notes to the consolidated financial statements 79
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2920#y1
P2947#y1
P2946#y1
P2964#y1
Financials | Notes to the consolidated financial statements 80
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P2996#y1
P2997#y1
P3056C24T59#y1
Financials | Notes to the consolidated financial statements 81
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P3116#y1
P3111#y1
Financials | Notes to the consolidated financial statements 82
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P3171#y1
P3220#y1
P3168#y1
Financials | Notes to the consolidated financial statements 83
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P3354#y1
P3292#y1
P3296#y1
Financials | Notes to the consolidated financial statements 84
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
P3355#y1
P3406#y1
Financials | Parent company nancial statements 85
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
PARENT FINANCIAL STATEMENTS
Statement of comprehensive income .............................................................................................................................................................................. 86
Statement of financial position ........................................................................................................................................................................................... 87
Statement of cash flows ....................................................................................................................................................................................................... 89
Statement of changes in equity ......................................................................................................................................................................................... 90
Notes to the financial statements ...................................................................................................................................................................................... 91
Note 1 General information .................................................................................................................................................. 91
Note 2 Material accounting policy information .................................................................................................................. 92
Note 3 Income tax expense .................................................................................................................................................. 92
Note 4 Trade receivables and other current assets ............................................................................................................ 93
Note 5 Cash and cash equivalents ....................................................................................................................................... 93
Note 6 Share capital and share options .............................................................................................................................. 93
Note 7 Trade payables and other payables ........................................................................................................................ 95
Note 8 Other nancial items, net ......................................................................................................................................... 96
Note 9 Expenses by nature ................................................................................................................................................... 96
Note 10 Finance income and expenses ................................................................................................................................ 96
Note 11 Dividends and distributions ..................................................................................................................................... 97
Note 12 Shares in subsidiaries and associates ..................................................................................................................... 97
Note 13 Commitments and contingencies ........................................................................................................................... 99
Note 14 Related-Party transactions ........................................................................................................................................ 99
Note 15 Financial Instruments .............................................................................................................................................. 101
Note 16 Audit fees ................................................................................................................................................................. 103
Note 17 Subsequent events ................................................................................................................................................. 103
Financials | Parent company nancial statements 86
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December
All figures in USD 000's
Note
2025
2024
Revenues
14
859
-
Selling, general and administrative expenses
9
-3,737
-1,296
Other income (expenses), net
-
3
Net gain on debt forgiveness and liquidation of subsidiaries
14
1,824
3,918
Write down on group payables
14
-
4
Impairment on investments in subsidiaries, net of reversals
12
-
-1,378
Earnings before interest and taxes (EBIT)
-1,054
1,251
Finance expense
10
-1,080
-905
Finance income
10
132
162
Share of net income/(loss) of associates
12
-
-16
Fair value adjustments through profit and loss
12
-29
-132
Profit on sale of shares
12
28
-
Dividends received
11
900
-
Other financial items, net
8
-11
-125
Profit/(loss) before income tax
-1,114
235
Income tax
3
-
-108
Profit/(loss) for the period
-1,114
127
Other comprehensive income, net of tax
-
-
Total comprehensive profit for the period
-1,114
127
Financials | Parent company nancial statements 87
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
STATEMENT OF FINANCIAL POSITION
As of 31 December
All figures in USD 000's
Note
2025
2024
ASSETS
Non-current assets
Investments in subsidiaries
12
386,416
31,020
Financial assets at fair value through profit and loss
12
-
130
Total non-current assets
386,416
31,150
Current assets
Trade receivables and other current assets
4
97
3
Due from related parties
14
35
5,887
Restricted cash
5
-
16
Cash and cash equivalents
5
209
1,573
Total current assets
341
7,479
TOTAL ASSETS
386,757
38,629
EQUITY
Shareholders' equity
-
Paid in capital
6
373,202
21,058
Revaluation reserve
6
3,002
12
Share options granted
6
5,789
258
Retained earnings
6
-440
-548
TOTAL EQUITY
381,553
20,780
LIABILITIES
Non-current liabilities
Total non-current liabilities
-
-
Current liabilities
Trade payables and other payables
7
1,576
339
Due to related parties
14
3,628
17,503
Tax liabilities
-
7
Total current liabilities
5,204
17,849
-
TOTAL LIABILITIES
5,204
17,849
-
TOTAL EQUITY AND LIABILITIES
386,757
38,629
Financials | Parent company nancial statements 88
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
On 30 April 2026, the board of directors of SED Energy Holdings Plc authorized these Financial Statements for issue.
Limassol, Cyprus – 30 April 2026
The Board of Directors and Management of
SED Energy Holdings Plc
Alf Christian Thorkilsen
Chairman
Kurt Magne Waldeland
Director & Chief Executive Ofcer
Kjell Erik Jacobsen
Director
Marcus Chew Siong Huat
Director
Lefki Savvidou
Director
Pantelakis Evangelou
Director
Tan Ching Chin
Director
Savvas Savvides
Director
Zhao Beijia
Director
Financials | Parent company nancial statements 89
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
STATEMENT OF CASH FLOWS
Year ended 31 December
All figures in USD 000's
Note
2025
2024
Cash flows from operating activities
Profit/(loss) before income tax
-1,114
235
Adjustments for
Employee share option expense
6
416
106
Impairment on investments in subsidiary
12
-
1,378
Net gain on debt forgiveness and liquidation of subsidiaries
14
-1,824
-3,918
Interest income
10
-132
-162
Interest expense
10
1,080
905
Net (profit)/loss impact of investments held at FVTPL and associates
12
1
148
Dividend received
14
-900
-
Other items
6
-210
79
Paid income tax
3
-
-103
(Increase)/decrease in trade and other receivables and restricted cash
4
-77
-11
Increase/(decrease) in trade and other payables
7
1,229
121
Net movement of related parties balances
14
1,954
6,251
Net cash used in operating activities
423
5,029
Cash flows from investing activities
Payment for investment in subsidiaries
12
-3
-
Proceeds from disposal of shares
12
129
-
Net cash used in investing activities
126
-
Cash flows from financing activities
Dividend and capital distribution received
12, 14
40,900
45
Distribution to shareholders
6
-42,827
-3,694
Receipt of bank interest
10
14
57
Net cash from financing activities
-1,913
-3,592
Net decrease in cash and cash equivalents
-1,364
1,437
Cash and cash equivalents at beginning of the period, unrestricted
1,573
136
Cash and cash equivalents at end of the period, unrestricted
209
1,573
Financials | Parent company nancial statements 90
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
STATEMENT OF CHANGES IN EQUITY
All figures in USD 000's
Note
Paid in
capital
Revaluation
reserve
Share
options
granted
Retained
earnings
Total
equity
Balance as of 1 January, 2024
36,944
12
153
-12,867
24,242
Profit/(Loss) for the year
-
-
-
127
127
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income for the
year
-
-
-
127
127
Share premium reduction
6
-12,192
-
-
12,192
-
Capital distribution
6
-3,694
-
-
-
-3,694
Net share options movement
-
-
105
-
105
Other equity transactions
-
-
-
-
-
Total contributions by and distributions
to owners
-15,886
-
105
12,192
-3,589
Balance as of 31 December 2024
21,058
12
258
-548
20,780
Profit/(Loss) for the year
-
-
-
-1,114
-1,114
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income for the
year
-
-
-
-1,114
-1,114
Share issue
6
399,185
-
-
-
399,185
Share premium reduction - write off losses
6
-1,223
-
-
1,223
-
Capital distribution
6
-42,827
-
-
-
-42,827
Change nominal value from EUR to USD
-2,990
2,990
-
-
-
Net share options movement
6
-
-
5,531
-
5,531
Total contributions by and distributions
to owners
352,144
2,990
5,531
1,223
361,887
Balance as of 31 December 2025
373,202
3,002
5,789
-440
381,553
Financials | Notes to the parent company nancial statements 91
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
NOTES TO THE FINANCIAL STATEMENTS
All gures in USD 1.000, if not stated otherwise.
The separate nancial statements are an integral part of the annual nancial statements and should be read in
conjunction with the consolidated nancial statements.
Note 1 General information
The accompanying separate nancial statements represent the activities of SED Energy Holdings PLC (the “Company”)
for the year ended 31 December 2025 (the “Period”). The nancial statements were authorized for issue by the board
of directors on 30 April 2026. These nancial statements are the separate nancial statements.
Country of incorporation
The company was incorporated in the British Virgin Islands as a limited liability company in 2000. The company was re-
domiciled to Cyprus on 18 December 2009. The company is listed on Euronext Oslo Børs with ticker ENH. The
company’s registered address is at 16 Panteli Katelari Street, Diagoras House, 7th Floor, 1097 Nicosia, Cyprus. The
Group main ofce is in Cyprus and the Company is tax resident in Cyprus.
Principal activities
The Company is a holding company. Following the completion of the business combination between SeaBird
Exploration and Energy Drilling on 26 May 2025, described in Note 10 Business Combination in the consolidated
nancial statement, the Company’s principal activity is the ownership and active stewardship of subsidiaries operating
within the offshore energy services sector.
Basis of preparation
These nancial statements have been prepared in accordance with International Financial Reporting Standards. (IFRS)
as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113.
The nancial statements have been prepared under the historical cost convention. The preparation of the nancial
statements also requires the use of assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the nancial statements and the reported amounts of
revenues and expenses during the reporting period. Although these estimates are based on management’s best
knowledge of current events and actions, actual results may ultimately differ from those estimates. The areas involving
a higher degree of judgment or complexity, or areas where assumptions and estimates are signicant to the
consolidated nancial statements are disclosed in Note 4 Signicant accounting judgements, estimates and
assumptions in the consolidated nancial statement.
The Consolidated Financial Statement are presented in United States Dollars (USD) and all values are rounded to the
nearest thousand (USD 1,000), except when otherwise stated.
Going concern
As at 31 December 2025, the Company had net current liabilities of USD 4.9 million and incurred a net loss for the
year of USD 1.1 million. Notwithstanding this, the Company had net assets of USD 381.6 million at the reporting date.
The Company is a holding entity and its ability to meet its obligations as they fall due is dependent on cash ows
generated by its subsidiaries and the availability of upstream distributions, intra-group funding and external nancing
at Group level.
The Directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve
months from the date of approval of these nancial statements. This assessment included consideration of:
Financials | Notes to the parent company nancial statements 92
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
• the nancial position and performance of the Group;
• forecast cash ows and liquidity of the Group;
• the Group’s borrowing arrangements, including compliance with nancial covenants and related obligations;
• the Company’s obligations under nancial guarantee arrangements provided in respect of Group nancing.
The Group reported a prot of USD 35.8 million for the year ended 31 December 2025 and maintains a positive
liquidity position, including net current assets and sufcient headroom under its nancing arrangements.
Based on this, the Directors expect that the Group will generate sufcient cash ows and have adequate access to
funding to enable distributions or other nancial support to the Company, as required.
While the Company is reliant on the performance and cash ows of its subsidiaries, the Directors have a reasonable
expectation that adequate resources exist within the Group to support the Company in meeting its obligations as they
fall due for the foreseeable future.
Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in the preparation
of these nancial statements.
Based on the assessment, the Group will be in the position to repay its short-term obligations as they fall due. For this
reason, management considers it reasonable to use the assumption of going concern in the preparation of the
audited nancial statements of the Company.
Note 2 Material accounting policy information
The accounting policies that are material to the Company are set out below. These policies have been consistently
applied to all years presented in these separate nancial statements unless otherwise stated. SED Energy Holdings Plc
has prepared its nancial statements in accordance with International Financial Reporting Standards as adopted by the
European Union. The accounting policies are consistent with those applied in the consolidated nancial statements.
For the discussion of risk factors, nancial risk management, and critical accounting estimates and judgments; refer to
Note 3 Risk factors and nancial risk management and Note 4 Signicant accounting judgements, estimates and
assumptions of the Consolidated Financial Statements.
Shares in subsidiaries (see Note 12 Shares in subsidiaries and associates) are stated at cost less any provision for
impairment. The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators
of impairment are present. Indicators of impairment include such items as declines in protability, negative balance
between the subsidiary's equity position and the carrying value of the investment, or external macro-economic factors
that may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that
investment in subsidiaries may be impaired, the estimated future cash ows associated with these subsidiaries are
compared to their carrying amounts to determine if a write-down to fair value is necessary.
The other material accounting policies applied by the Company are those described in Note 2 Material accounting
policy information to the Consolidated Financial Statement.
Note 3 Income tax expense
SED Energy Holdings Plc is subject to taxation in Cyprus which impose corporation tax at the rate of 12.5%.
All figures in USD 000's
2025
2024
Current period
-
-
Adjustment for prior periods
-
108
Total current tax
-
108
Financials | Notes to the parent company nancial statements 93
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
All figures in USD 000's
2025
2024
Continuing operations profit/(loss) before income tax
-1,114
236
Tax arising at the rate of 12.5%
-139
52
Effect of tax adjustments in arriving at taxable profit and
tax losses
139
-52
Corporation tax current year
-
-
Corporation tax prior years
-
108
Total tax expense/(reversal) attributable to
continuing operations
-
108
Note 4 Trade receivables and other current assets
Trade receivables
All figures in USD 000's
2025
2024
Trade receivables gross
-
2,060
Less allowance for expected credit losses
-
-2,060
Total trade receivables
-
-
Other current assets
All figures in USD 000's
2025
2024
Prepaid expenses and deposits
13
3
Other current assets
84
-
Total other current assets
97
3
Note 5 Cash and cash equivalents
All figures in USD 000's
2025
2024
Restricted cash
-
16
Cash and cash equivalents
209
1,573
Cash and bank balances
209
1,589
Note 6 Share capital and share options
Authorized shares
All figures in 000's
2025
2024
Number of ordinary shares
800,000
91,000
Number of B-shares
200,000
-
Total number of authorized shares
1,000,000
91,000
Financials | Notes to the parent company nancial statements 94
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Issued shares
All figures in 000's
2025
2024
Total number of shares issued at 1 January
80,476
80,476
Ordinary shares issued
537,408
-
B-shares issued
108,100
-
Total number of shares as per 31 December
725,985
80,476
The new shares issued relate to the business combination between SeaBird Exploration Plc and Energy Drilling Pte Ltd
which took in May 2025, as described in Note 10 Business Combination in the consolidated nancial statement. The
shareholders of Energy Drilling were issued 537,408,281 ordinary shares and 108,100,000 non-voting Class B shares
in SeaBird Exploration. Following the transaction, the Company has a total of 617,884,552 ordinary shares and
108,100,000 Class B Shares issued. The Class B Shares rank in all respects pari passu with and confer to their holders
the same rights as ordinary shares, except voting rights.
Nominal value of fully paid shares
All figures in USD 000's
2025
2024
Nominal value at 1 January
16,036
16,036
New shares issued
124,891
-
Nominal value changes from EUR to USD
-2,990
-
Nominal value as per 31 December
137,937
16,036
Share premium
All figures in USD 000's
2025
2024
Share premium at 1 January
5,022
20,908
New shares issued
274,294
-
Share premium reduction - capital distribution
-42,827
-3,694
Share premium reduction - write off losses
-1,223
-12,191
Share premium as per 31 December
235,265
5,022
In 2024, the Company completed two cash distributions to its shareholders in the form of repayment of paid in capital
totalling USD 3.7 million; USD 1.9 million on 24 June 2024 and USD 1.8 million on 8 November 2024. To facilitate this
the Company reduced the share premium fund by USD 12.2 million for the purpose of writing down losses.
In 2025, the Company completed two cash distributions to its shareholders in the form of repayment of paid in capital;
USD 2.8 million on 7 February 2025 and USD 40.0 million on 3 October 2025. To facilitate this the Group reduced the
share premium fund by USD 1.2 million for the purpose of writing down losses.
In relation with the business combination between SeaBird Exploration Plc and Energy Drilling Pte Ltd completed 26
May 2025, as described in Note 10 Business Combination in the consolidated nancial statement, the Company issued
537,408,281 ordinary shares and 108,100,000 non-voting Class B shares that increased the share premium fund by
USD 274.3 million.
Employee Share Option Plans
The employee share option program consists of 23.4 million options as of 31 December 2025. All share-based
payment arrangements are classied as equity-settled.
Financials | Notes to the parent company nancial statements 95
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
The Company operates multiple share option programs with differing vesting conditions and exercise prices. All
options are exercisable within 60 months from the respective vesting dates.
2025
2024
Total number of options at 1 January
1,153
2,320
Granted during the year
23,049
-
Exercised in year
-807
-347
Expired in year
-
-820
Total number of options at 31 December
23,396
1,153
of which is vested
13,518
1,153
of which is non-vested
9,878
-
Total options
23,396
1,153
During the Period, 0.1 million vested options were paid out in cash on the Company’s discretion.
2025
2024
Opening book amount as of 1 January
258
153
Share-based payments expensed during the year
5,741
106
Other transactions
-210
-
Closing book amount as of 31 December
5,789
258
The total value of share options granted is calculated using the Black-Scholes model. The fair value determined at the
grant date is expensed over the vesting period of the options for the options granted less expected number of
forfeited options. The calculation is based on:
• Trailing 252 days logarithmic return volatility: 30% to 85%
• Exercise price at grant date. The exercise prices range from NOK 2.88 to NOK 7.98.
• Time to maturity. Expected life ranges from 2 to 8 years.
• Assume no dividends.
• A risk-free interest rate; 3.9% - 4.7%.
The weighted average exercise price of options outstanding at 31 December 2025 was NOK 3.97.
Note 7 Trade payables and other payables
All figures in USD 000's
2025
2024
Trade payables
160
70
Accrued expenses and other payables
1,415
269
Total trade and other payables
1,575
339
Financials | Notes to the parent company nancial statements 96
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Note 8 Other nancial items, net
All figures in USD 000's
2025
2024
Net foreign exchange gain/(loss)
-7
-15
Other financial income/(expense)
-4
-110
Total other financial items, net
-11
-125
Note 9 Expenses by nature
All figures in USD 000's
Note
2025
2024
Salary cost for staff
14
871
-
Directors’ remuneration
14
202
121
Nomination committee remuneration
-
11
Legal and professional
138
475
Reverse acquisition costs
1,147
-
Management fees
14
498
-
Other expenses SG&A
881
689
Selling, general and administrative
expenses
3,736
1,296
The reverse acquisition costs incurred in connection with the business combination completed within the year, as
described in Note 10 Business Combination of the consolidated nancial statements.
Note 10 Finance income and expenses
Financial income
All figures in USD 000's
2025
2024
Interest income on intercompany borrowings
117
105
Interest income on cash and cash Equivalents
15
57
Interest income
132
162
Financial expenses
All figures in USD 000's
2025
2024
Interest on tax liabilities
-
4
Interest expense on intercompany borrowings
1,080
901
Interest expense
1,080
905
Please see Note Note 14 Related-Party transactions for more information on Interest expense and interest income on
intercompany borrowings.
Financials | Notes to the parent company nancial statements 97
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Note 11 Dividends and distributions
No dividend was distributed for the year ended 31 December 2025 (2024: USD nil).
The Company received USD 900,000 in dividend from a wholly owned subsidiary for the year ended 31 December
2025 (2024: USD nil).
In 2025, the Group completed two additional cash distributions to its shareholders in the form of repayment of paid in
capital; to facilitate this the Group reduced the share premium fund by USD 1.2 million for the purpose of writing
down losses. On 7 February 2025 the parent company completed a USD 2.8 million repayment of paid in capital and
on 3 October 2025 the parent company completed a USD 40.0 million repayment of paid in capital.
On 26 November 2025, the Board of Directors proposed a USD 20.0 million repayment of paid-in capital. This was
approved at an extraordinary general meeting on 29 December 2025. Final court approval was obtained in 2026, and
the distribution was paid in February 2026.
On 24 February 2026, the Board of Directors proposed a USD 22.5 million repayment of paid-in capital. This was
approved at an extraordinary general meeting on 23 March 2026 and is expected to be paid in May 2026.
Note 12 Shares in subsidiaries and associates
The nancial statement of the Company includes the following companies within the categories subsidiaries,
associated companies and companies under liquidation:
Subsidiaries:
Company
Country of
incorporation
Shareholding and
voting rights
Investments in
subsidiaries (USD000's)
2025
2024
2025
2024
Seabird Exploration AS
Norway
100%
-
21,998
-
GeoBird Management AS
Norway
-
100%
-
1,742
SeaBird Exploration Vessels Limited
Cyprus
-
100%
-
27,665
SeaBird Exploration Crewing Limited
Cyprus
-
100%
-
-
SeaBird Exploration Cyprus Limited
Cyprus
-
100%
-
-
SeaBird Exploration Norway AS
Norway
-
100%
-
1,613
Energy Drilling Pte Ltd
Singapore
100%
-
364,418
-
SeaBird Exploration Americas Inc.
USA
100%
100%
-
-
SeaBird Exploration FZ-LLC
UAE
100%
100%
-
-
Total investment in subsidiaries
386,416
31,020
Financials | Notes to the parent company nancial statements 98
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
The investments in subsidiaries are carried at cost less any provision for impairment.
All figures in USD 000's
2025
2024
Opening book amount as of 1 January
31,020
49,869
Acquisition
399,188
11,402
Capital reduction
-40,000
-28,793
Internal reorganisation
-9,117
Impairments
-
-1,378
Equity contribution to subsidiary
5,325
-
Deconsolidation of subsidiaries
-
-80
Closing book amount as of 31 December
386,416
31,020
The acquisition in 2025 relates to the purchase of Energy Drilling Energy Drilling Pte Ltd and Seabird Exploration AS.
The acquisition in years 2024 relates to debt conversions to equity in a wholly owned Norwegian subsidiary (Seabird
Exploration Norway AS). The capital reduction forms part of an optimization of the Group’s corporate structure.
The amount of USD 40.0 million presented as capital reduction represents return of investment from a subsidiary and
has been recognised as a reduction in the carrying amount of that investment.
The amount of USD 9.1 million relates to an internal reorganization took place during the year, whereby the Company
transferred its investments and certain intercompany balances to Seabird Exploration AS as a contribution in kind. The
new investment has been recognised at the net book value of the assets and liabilities transferred, resulting in a
reduction compared to the previously recognised gross investment balances. The investments relate to Geobird
Management AS, Seabird Exploration Vessels Limited and Seabird Exploration Norway AS, as presented above.
The amount of USD 5.3 million represents the fair value of share-based payments granted by the Company within the
year to employees of a subsidiary and is accounted for as an equity contribution, with a corresponding increase in the
investment in the subsidiary.
Associates:
Seabird Exploration Private Limited is recognised using the equity accounting principle.
Company
Country of
incorporation
Shareholding and
voting rights
2025
2024
SeaBird Exploration Private Limited*
India
26%
26%
Investment in shares in associates as of 31 December 2025 was nil (2024: nil).
All figures in USD 000's
2025
2024
Opening book amount as of 1 January
-
65
Dividends received
-
-45
Impairments
-
-4
Share of profit/(loss)
-
-16
Closing book amount as of 31 December
-
-
Financials | Notes to the parent company nancial statements 99
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Liquidation of subsidiaries:
Company
Country of
incorporation
Shareholding and
voting rights
Investments in
subsidiaries (USD000's)
2025
2024
2025
2024
Harrier Navigation Company Limited*
Cyprus
100%
100%
-
-
Sana Navigation Company Limited*
Cyprus
100%
100%
-
-
Seabed Navigation Company Limited*
Cyprus
100%
100%
-
-
SeaBird Exploration Asia Pacific PTE.
Ltd.*
Singapore
100%
100%
-
-
SeaBird Exploration Finance Limited*
Cyprus
100%
100%
-
-
SeaBird Exploration Multi-Client
Limited*
Cyprus
100%
100%
-
-
Biliria Marine Company Limited**
Cyprus
-
100%
-
-
Hawk Navigation Company Limited**
Cyprus
-
100%
-
-
Munin Navigation Company Limited**
Cyprus
-
100%
-
-
Oreo Navigation Company Limited**
Cyprus
-
100%
-
-
Raven Navigation Company Limited**
Cyprus
-
100%
-
-
(*) These subsidiaries have led for voluntary liquidation. A liquidator has been appointed, resulting in a loss of control
in accordance with IFRS 10 Consolidated Financial Statements. Accordingly, these entities have been deconsolidated.
(**) These subsidiaries have been liquidated within the year 2025.
Financial assets at fair value through prot and loss:
All figures in USD 000's
2025
2024
Opening book amount as of 1 January
130
262
Fair value loss in the period
-29
-132
Proceeds from disposal of shares
-129
-
Profit on disposal of shares
28
-
Closing book amount as of 31 December
-
130
The shares held in the investment held at fair value though prot or loss were fully disposed within the year.
Note 13 Commitments and contingencies
The company's commitments and contingencies as per 31 December 2025 relate to the nancial guarantees as
described in Note 14 Related-Party transactions.
Note 14 Related-Party transactions
i) Provision of services to subsidiaries
Provision of services to subsidiaries amounting to USD 0.9 million were provided during the year (2024: USD nil).
ii) Provision of services and charge of interest from group companies
Services amounting to USD 0.5m were received from a subsidiary (2024: USD 0.5m).
Financials | Notes to the parent company nancial statements 100
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Interest expense of USD 0.4 million was charged from a subsidiary. Within the year, a loan was provided to the
Company for the amount of USD 40 million, bearing interest of 250bps plus 3m SOFR. The loan was fully repaid within
the year.
iii) Key management personnel compensation
The compensation of the key management amounts to USD 0.9m million (2024: nil). The remuneration of the
company's directors amounts to USD 0.2 million (2024: 0.1 million)
iv) Due from related parties
Loans to companies within Energy Holdings group:
All figures in USD 000's
2025
2024
Opening net book amount as of 1 January
5,887
7,544
Net movement
-3,741
5,722
Conversion of loans to equity in subsidiaries - internal
reorganisation
-2,228
-11,402
Interest charged
117
105
Reversal of impairment on group receivables
-
3,918
Net book amount as of 31 December
35
5,887
Please see Note 12 Shares in subsidiaries and associates for more information on conversion of loans to equity in
subsidiaries.
The above loans were provided at 5.2 % weighted average interest rate (5.9% in 2024) and are repayable on demand.
The loans are unsecured.
v) Due to related parties
Loans from companies within Energy Holdings group:
All figures in USD 000's
2025
2024
Opening net book amount as of 1 January
17,503
33,426
Net movement
-1,787
11,973
Conversion of loans to equity in subsidiaries – internal
reorganisation
-11,344
-28,793
Interest charged
1,080
901
Net gain on debt forgiveness and liquidation of
subsidiaries
-1,824
-4
Net book amount as of 31 December
3,628
17,503
Please see Note 12 Shares in subsidiaries and associates for more information on capital reduction in subsidiaries.
The above loans were provided at 5.2 % weighted average interest rate (5.9% in 2024) and are repayable on demand.
vi) Dividends
The Company received dividends from its subsidiaries of USD 900,000 in 2025 (nil in 2024).
vii) Shareholding
Management and the board of directors, as of 31 December 2025 held the following shares on own account:
Financials | Notes to the parent company nancial statements 101
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Name
Title
Ordinary
shares
% of total
shares
Number
of
options*
Alf Christian Thorkildsen
Chairman
-
-
-
Kjell Erik Jacobsen
Board Member
-
-
-
Kurt Magne Waldeland
Board Member / Group
CEO
-
-
3,951,316
Marcus Chew Siong
Huat
Board Member
6,724,529
0.93%
5,268,421
Zhao Beijia
Board Member
-
-
-
Tan Ching Chin
Board Member
-
-
-
Pantelakis Evangelou
Board Member
-
-
-
Savvas Savvides
Board Member
-
-
-
Lefki Savvidou
Board Member
-
-
-
Sveinung Bergene
Alvestad
Group CFO
44,843
0.01%
3,096,820
Viggo Pedersen
Group CIO
443,034
0.06%
3,951,316
*) See Note 6 Share capital and share options for further information of the company's share option program.
viii) Financial guarantees
The Company is exposed to credit risk in relation to nancial guarantees given to a bank consortium related to a credit
facility provided to Energy Drilling. The Company is equally liable for the repayment of the facility. However, the
management has considered the substance of the agreement and concluded that the obligation is in substance a
nancial guarantee. The Company's maximum exposure in respect of these guarantees is USD 64.3 million,
irrespective of the likelihood of being exercised. Please see Note 15 Financial Instruments for more information.
Note 15 Financial Instruments
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in nancial loss to
the company.
The company has the following types of nancial assets that are subject to the expected credit loss model:
• Amounts due from related parties
• Cash and bank balances (including restricted cash)
• Financial guarantees
The table below details the company's maximum exposure to credit risk as at year end:
All figures in USD 000's
Note
2025
2024
Amounts due from related parties
14
35
5,887
Financial guarantees
14
64,302
10,745
Restricted cash
5
-
16
Cash and cash equivalents
5
209
1,573
Total
64,546
18,221
Financials | Notes to the parent company nancial statements 102
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
The cash and cash equivalents represent cash at bank which are held with bank institutions with investment grade
ratings ranging from Baa1 to Aa3.
The amount of nancial guarantee contracts presented in the table above reects the company’s maximum exposure
with regards to the guarantees described Note 14 Related-Party transactions and is not an amount recognized on the
statement of nancial position.
With regards to cash and cash equivalents, the Company measures its expected credit loss by reference to the banks’
external credit ratings and relevant published default and loss rates
Liquidity Risk
Ultimate responsibility for risk management rests with the board of directors, which has established an appropriate
liquidity risk management framework for the management of the company’s short-, medium- and long-term funding
and liquidity requirements. The company manages liquidity risk by continuously monitoring forecast and actual cash
ows on a group level and ensuring the availability of funding through an adequate amount of available debt or
equity.
The table below summarizes the maturity prole of the company’s nancial liabilities at 31 December 2025 on
contractual undiscounted payments.
The amounts included for nancial guarantee contracts are the maximum amount the Company could be forced to
settle under the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the
guarantee (see Note 14 Related-Party transactions) and is not an amount recognized on the statement of nancial
position.
All figures in USD 000's
On
Demand
Less
Than
12
Months
1 to 5
Years
Total
Due to related parties
17,606
-
-
17,606
Financial guarantee contracts
-
4,677
11,689
16,366
Total financial liabilities as of 31 December
2024
17,606
4,677
11,689
33,972
Due to related parties
3,628
-
-
3,628
Financial guarantee contracts
-
19,330
44,973
64,302
Total financial liabilities as of 31 December
2025
3,628
19,330
44,973
67,930
Currency risk
The Company’s exposure to foreign currency risk was as follows per 31 December 2024 and 31 December 2025
All figures in USD 000's
Total
NOK
EUR
Assets
985
985
-
Liabilities
-16
-16
-
Net position as of 31 December 2024
970
970
-
Sensitivity 10%
97
97
-
Financials | Notes to the parent company nancial statements 103
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
All figures in USD 000's
Total
NOK
EUR
Assets
122
4
117
Liabilities
-221
-19
-203
Net position as of 31 December 2025
-100
-14
-86
Sensitivity 10%
-10
-1
-9
The following signicant exchange rates applied during the year:
Average rate
Year end
USD per :
2025
2024
2025
2024
EUR
1.1275
1.0824
1.1750
1.0389
NOK
0.0962
0.0931
0.0992
0.0881
Note 16 Audit fees
All figures in USD 000's
2025
2024
Statutory audit
254
189
Non-audit services provided by RSM Cyprus amounted to USD 13,000 (2024: nil), relating to assurance services in
connection with the EEA prospectus.
Note 17 Subsequent events
Note 33 Subsequent events to the Consolidated Financial Statements describes the signicant events that occurred
subsequent to the end of the reporting period that impact the company and its subsidiaries. There were no other
signicant events concerning the parent company alone.
Financials | Responsibility statement 104
SED ENERGY HOLDINGS PLC ANNUAL REPORT 2025
Declaration of the members of the board of directors and the ofcials
responsible for the preparation of the nancial statements
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated
Markets) Law 2007 (''the Law'') we, the members of the Board of Directors and the Company ofcial responsible for
the nancial statements of SED Energy Holdings Plc for the year ended 31 December 2025, on the basis of our
knowledge, declare that:
A. The annual consolidated and separate nancial statements which are presented on pages 36 to 103:
i. have been prepared in accordance with the applicable International Financial Reporting Standards as adopted
by the European Union and the provisions of Article 9, section (4) of the law
ii. provide a true and fair view of the particulars of assets and liabilities, the nancial position and prot or loss of
the SED Energy Holdings Plc and the entities included in the consolidated nancial statements as a whole
B. The management report provides a fair view of the developments and the performance as well as the nancial
position of SED Energy Holdings Plc as a whole, together with a description of the main risks and uncertainties
which they face.
Limassol, Cyprus – 30 April 2026
The Board of Directors and Management of SED Energy Holdings Plc
Alf Christian Thorkilsen
Chairman
Kurt Magne Waldeland
Director & Chief Executive Ofcer
Kjell Erik Jacobsen
Director
Marcus Chew Siong Huat
Director
Lefki Savvidou
Director
Pantelakis Evangelou
Director
Tan Ching Chin
Director
Savvas Savvides
Director
Zhao Beijia
Director
Responsive for drafting the nancial statements:
Sveinung B. Alvestad
Chief Financial Ofcer
