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ADS Maritime Holding
Annual Report • Mar 26, 2025
8170_10-k_2025-03-26_955add02-52b7-447f-a280-72e94962c3ae.pdf
Annual Report
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Annual Report
| ADS Maritime Holding PLC 2024 Annual Report
Contents
| ADS Maritime Holding PLC 2024 Annual Report 2
| Board of directors | 3 |
|---|---|
| Directors` Report | 5 |
| Consolidated statement of | |
| – comprehensive income | 10 |
| – financial position | 11 |
| – cash flow | 12 |
| – changes in equity | 13 |
| Notes to the consolidated financial statements | 14 |
| Parent Company unconsolidated statement of | |
| – comprehensive income | 30 |
| – financial position | 31 |
| – cash flow | 32 |
| – changes in equity | 33 |
| Notes to the Parent Company financial statements | 34 |
| Independent auditor`s report | 43 |
| Contacts | 48 |
Board of directors
Bjørn Tore Larsen
Chairman
Major shareholder of ADS Maritime Holding Plc, OSM Thome, OSM Aviation Academy Group and Norse Atlantic ASA. Mr. Larsen is a Norwegian citizen and resides in Norway.
Björn Tore Larsen was appointed Chairman of the Board of Directors on 10 August 2018. As at 31 December 2024, he held 53,398,573 shares in the Company, equivalent to 75.20% of the outstanding shares in the Company, through controlling ownership of BT Larsen & Co Ltd and affiliated companies.
Mario Demetriades
Director and Deputy Chairman
Marios Demetriades is an experienced Financial Services professional with significant experience as a Non-Executive Director in various listed and private companies in the Banking, Infrastructure and Shipping industries. He previously served as the Minister of Transport, Communications and Works for the Republic of Cyprus from 2014 to 2018 and held various positions in the Accounting, Investment and Banking sectors. He is a qualified Chartered Accountant and Chartered Financial Analyst holder and a member of the CFA Institute, the Institute of Chartered Accountants in England and Wales and the Institute of Certified Public Accountants of Cyprus (ICPAC). Mr. Demetriades is a Cypriot citizen and resides in Cyprus.
Mr. Demetriades was appointed to the Board of Directors on 10 August 2018. As at 31 December 2024 he owns no shares in the Company.
Sofi Mylona
Director
Sofi Mylona is a Partner in the Shipping Department of the law firm Scordis, Papapetrou & Co. LLC in Cyprus and has over 20 years of experience as an advocate focusing on Shipping, International Trade and Banking. She studied law at the University of Leicester and the Bar Vocational Course at Holborn College, in the United Kingdom. She is a member of Lincoln's Inn, Inns of Court (Barrister at Law), the Cyprus Bar Association, WISTA Cyprus and WISTA International. Mrs. Mylona has served as member of the board of directors of various Cyprus registered shipping and other companies. Mrs. Mylona is a Cypriot citizen and resides in Cyprus.
Mrs. Mylona was appointed to the Board of Directors on 21 August 2019. As of 31 December 2024, she owns no shares in the Company.
DIRECTORS' REPORT
1. Operations and market
ADS Maritime Holding Plc is a shipping investment company established in 2018 and listed on the Euronext Growth Oslo Stock Exchange. The Company's strategy is to make counter-cyclical investments in quality ships bought at prices discounted to new building parity, as well as projects with long-term secured cashflow, low residual risk, and solid returns on equity. Since incorporation of the Company in 2018 a total of USD 69.8 million has been paid to shareholders, including dividends of USD 18.8 million and return of capital of USD 51 million.
The principal activities of ADS Maritime Holding Plc (the "Parent Company") and its wholly owned subsidiaries (together, the "Company") during the period from 2018 to 2020 were operating three VLCC tankers, predominantly in the Middle East Gulf to Far East Asia spot market. During the latter part of 2020 the Company sold all three vessels, locking in a significant gain for shareholders compared to the vessel purchase prices.
Main developments during 2024.
In March 2023, the Company acquired a 10% shareholding for USD 4 425k in ParDive Subsea, the owner of the Dive Support Vessel "Southern Star" (built 2017) and acts as Commercial Manager with primary responsibility for following up the shipowning company's activities related to the vessel and its employment. The Company has during 2024 received approx. USD 745k repayment of capital.
In June 2022, the Company acquired a 5% shareholding in AET Sea Shuttle AS and AET Sea Shuttle II AS, the owners of 4 modern shuttle tankers (of which two are built in 2015 and two in 2019) operating in the North Sea, mainly on long term charters to Equinor.
The purchase of the shares in 2022 was financed by an interest free sellers' credit with no interest and instalments for the first 2 years. The loan has been refinanced in June 2024 with a USD 6 million downpayment with the remaining amount to continue with no instalments for the next 2 years, interest on the loan will be SOFR + 4% margin payable quarterly. In Q4 the Company decided to do a full repayment on the loan related to the investment including interest to avoid the interest cost on the loan going forward. During 2024, the Company has not received dividend from the AET investment.
In October 2022, ADS acquired a 10% shareholding in UOP, which owns the MR tanker vessels "UOG Oslo" (built 2010) and "UOG Sparta" (built 2009). In addition to the ownership of the vessels, the Company is also acting as Disponent Owner for the project. UOP decided to sell UOG Sparta and MOA (Memorandum of Agreement) was signed in Q1 2024. The vessel has been successfully delivered to the new owner in May 2024. A repayment of capital to the shareholders has been decided and ADS received USD 1 400k repayment of capital in July 2024. The Company has received a further repayment of capital in October 2024 of USD 250k.
The Company continues to evaluate investment opportunities in a range of vessel types and segments. The Company has a cash balance of USD 3,6 million at the end of 2024.
Management structure.
From July 2022 all corporate and management functions have been transferred to ADSMH Management AS, a 100% owned subsidiary of ADS Maritime Holding Plc
2. Financial review
| (In thousands of USD) | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 |
|---|---|---|---|---|---|---|
| Revenue | 207 | 1 358 | 150 | - | 57 160 | 42 226 |
| Net revenue | 207 | 1 358 | 150 | - | 42 978 | 20 047 |
| Vessel operating days | - | - | - | 776 | 885 | |
| TCE per day (in USD) | n/a | n/a | n/a | n/a | 55 362 | 22 653 |
| Gain on vessel sales | - | - | - | - | 5 763 | - |
| Operating profit/(loss) | (874) | 96 | (703) | (233) | 23 088 | 1 674 |
| Net profit/(loss) | 1 664 | 3 700 | 1 957 | (214) | 19 554 | (948) |
| EPS (in USD per share) | 0,02 | 0,05 | 0,03 | (0,01) | 0,84 | (0,04) |
| Dividend (in USD per share) | - | - | - | - | 0,48 | 0,15 |
| Total capital paid to shareholders | - | - | - | 51 000 | 15 250 | 3 500 |
| Cash flow from operations | 1 390 | (776) | (446) | 56 | 41 240 | 2 380 |
| Net cash flow | (6 297) | (2 043) | 7 273 | (50 990) | 50 373 | (8 381) |
| Cash and cash equivalents | 3 626 | 9 923 | 11 966 | 4 693 | 55 682 | 5 309 |
| Equity ratio | 96% | 63% | 59% | 98% | 98% | 52 % |
2.1 Income statement
The Main source of income has in 2024 been dividend received from investments and profit related to the Profit Share Agreement (PLSA) with two Navigate Pools. Total operating costs in 2024 were USD 1,081 million (2023: USD 1,262 million). The Company had a net financial income of USD 2,504 million in 2024 (2023: USD 3,604 million), mainly related to changes in fair value on financial assets. The Company recorded a net profit of USD 1,664 million during 2024 (2023: USD 3,7 million).
2.2 Balance sheet
The Company had gross assets of USD 22,4 million at 31 December 2024 (2023: USD 32,0 million), consisting mainly of investments in financial assets of USD 17,2 million (2023: USD 20,2 million) and cash equivalents of USD 3,6 million (2023: USD 9,9 million).
The book value of equity at the yearend was USD 21,6 million, an
increase of USD 1,5 million from USD 20,1 million at the end of 2023. Noncurrent liabilities decreased to USD 0,2 million (2023: increase of USD 11,4 million).
2.3 Cash flow
Net cash flow from operations was USD 1.4 million inflow (2023: USD 0,8 million outflow). Cash from investing activities was USD 4,2 million inflow in 2024 (2023: USD 1,6 million outflow). Cash flow from financing activities was a net outflow in 2024 of USD 11,3 million (2023: USD 0,4 million inflow) Cash and cash equivalents held at 31 December 2024 totaled USD 3,6 million (2023: USD 9,9 million).
2.4 Dividends and allocation of net profits
The Board proposes that the net profit of USD 1,7 million recorded in the consolidated statement of comprehensive income in 2024 is transferred to retained earnings and that no dividend is declared in 2024.
2.5 Dividends and capital repayment
| Financial period |
Total capital payment dividend/ |
Dividend /capital payment per share¹ |
Announced Ex-div date |
Payment date | ||
|---|---|---|---|---|---|---|
| 2021 | USD 51.0m | USD 2.18 (NOK 18.48) | 10 Dec 2020 | 22 Feb 2021 | 1 Mar 2021 | |
| Q3 2020 | USD 4.0m | USD 0.17 (NOK 1.54) | 18 Nov 2020 | 23 Nov 2020 | 3 Dec 2020 | |
| Q2 2020 | USD 4.3m | USD 0.18 (NOK 1.60) | 28 Aug 2020 | 1 Sep 2020 | 11 Sep 2020 | |
| Q1 2020 | USD 7.0m | USD 0.30 (NOK 2.86) | 28 May 2020 | 4 Jun 2020 | 16 Jun 2020 | |
| Q4 2019 | USD 2.0m | USD 0.09 (NOK 0.79) | 27 Feb 2020 | 10 Mar 2020 | 18 Mar 2020 | |
| Q2 2019 | USD 0.5m | USD 0.02 (NOK 0.19) | 22 Aug 2019 | 4 Sep 2019 | 16 Sep 2019 | |
| Q1 2019 | USD 1.0m | USD 0.04 (NOK 0.37) | 29 May 2019 | 12 Jun 2019 | 26 Jun 2019 | |
| USD 69.8m | USD 2.98 (NOK )25.83) |
The Company has declared the following dividends and capital payments since incorporation in 2018:
¹ADS Maritime Holding Plc's functional and presentational currency is USD and all dividends announced by the Company are initially announced in total USD and estimated USD equivalents per share. As a result of the Company's shares being traded on Euronext Growth Oslo Stock Exchange all dividend payments are made in NOK based on an exchange rate secured by the Company between the date of announcing a dividend and the ex-div date.
2.6 Going concern
These financial statements have been prepared based on the assumption of going concern.
2.7 Parent Company's unconsolidated financial statements
The Parent Company recorded a net profit of USD 1,0 million for the year (2023: USD 3,3 million net profit). General and administrative costs were USD 1,0 million (2023: USD 1,3 million), while net financial items were profit USD 1,8 million in 2024 (2023: USD 3,2 million).
The Board of Directors propose to transfer the net profit of USD 1,0 million to retained earnings. The Parent Company had gross assets at 31 December 2024 totaling USD 22,4 million (2023: USD 31,9 million), of which USD 16,1 million (2023: USD 18,2 million) are noncurrent assets and USD 6,2 million (2023: USD 13,7 million) current assets. Non-current liabilities decreased by USD 11.1m due to full repayment of the long-term loan. The Parent Company's book equity was at yearend 2024 USD 20,8 million (2023: USD 19,8 million).
3. Financial risks
The Company's primary financial risks relate to market risk, credit risk and liquidity risk. The Company's principal financial liabilities are trade and other payables. The Company's principal financial assets are investments in shares, financial instruments and cash.
The table below shows the carrying value of the Company's financial assets and liabilities.
| (In thousands of USD) | ||
|---|---|---|
| 31-Dec-24 | 31-Dec-23 | |
| Financial assets | ||
| Non-current financial assets | ||
| Financial assets at fair value through profit or loss | 17 163 | 18 562 |
| Other non-current financial assets | - | 549 |
| Current financial assets | ||
| Financial assets at fair value through profit or loss - current portion | 29 | 1 679 |
| Other current assets | 1 230 | 958 |
| Cash and cash equivalents | 3 626 | 9 923 |
| Total financial assets | 22 048 | 31 671 |
| Financial liabilities | ||
| Non-current liabilities | ||
| Lease liability | 211 | 288 |
| Long term-loan | - | 11 120 |
| Current liabilities | ||
| Lease lability - current | 52 | 51 |
| Other current liabilities | 468 | 339 |
| Trade payables | 102 | 104 |
| Total financial liabilities | 833 | 11 902 |
| Net current financial assets/(liabilities) | 3 688 | 12 066 |
| Net current and non-current financial assets/(liabilities) | 21 215 | 19 769 |
3.1 Interest rate risk
The Company has no interest-bearing liabilities and is not exposed to interest rate risk.
3.2 Foreign exchange risk
The Company operates in the global shipping industry, for which the majority of transactions are denominated in US dollars, the Company's functional and presentational currency. The majority of the Company's administration costs are denominated in Norwegian kroner.
As at 31 December 2024 the Company had cash and cash equivalents denominated in
Norwegian kroner that had a carrying value of USD 1,1 million (2023: USD 0,4 million). Material portion of the Company`s personnel expenses and G&A expenses are denominated in NOK.
Financial assets and liabilities of the Company at 31 December 2024 are denominated in US dollars and, hence, the Company's maximum exposure to foreign exchange risk is limited to the above expenses.
3.3 Credit risk
Credit risk is the risk that a counterparty defaults on its contractual obligations, resulting in a financial loss to the Company. The Company is exposed to credit risk primarily from receivables from customers and cash held at banks. The Company manages its credit risk related to customers by aiming to provide services only to reputable customers. The Company had other receivables related to investments at 31 December 2024 of USD 1,1 million (2023: USD 1,5 million).
The Company aims to manage its counterparty risk relating to cash held at bank by only holding deposits at recognizable international banks. As at 31 December 2024 all of the Company's cash and cash equivalents and restricted cash was held with Nordea Bank.
3.4 Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial obligations as they fall due.
The Company manages its risk of a shortage of funds by continuously monitoring maturity of its financial assets and liabilities and using a cash flow forecasting tool that makes projections about future cash flows from operating activities and required for investing activities.
4. People and the organization
The Company's registered office is in Cyprus and its Norwegian subsidiaries are based in Norway. The Company's operational perspective is the global shipping market. The Company has employees both in Cyprus and Norway. From 1 July 2022 management has been employed by the Company. The Company has 2 fulltime and 1 part time employees. One of the current three members of the Board of Directors are female.
5. Outlook
The Company's strategy is to make countercyclical investments in quality ships bought at prices discounted to new building parity as well as projects with long-term secured cashflow, low residual risk, and solid returns on equity. The Company continues to evaluate investment opportunities in a range of vessel types and segments. The Company has a cash balance of USD 3,6 million at the end of 2024.
Limassol, 26 March 2025
Bjørn Tore Larsen Chairman
Marios Demetriades Deputy Chairman
Sofi Mylona
Consolidated statement of comprehensive income
| (In thousands of USD) | Note | 2024 | 2023 |
|---|---|---|---|
| Revenue | |||
| Other income | 2,14 | 207 | 1 358 |
| Total revenue | 207 | 1 358 | |
| Operating expenses | |||
| Personnel cost | 5,14 | (505) | (707) |
| General & administrative costs | 6,14 | (519) | (500) |
| Depreciation | 11 | (56) | (55) |
| Total operating expenses | (1 081) | (1 262) | |
| Operating (loss)/profit | (874) | 96 | |
| Net gain/(loss) on financial instruments | 10 | 2 604 | 3 582 |
| Finance income Finance cost |
9 9 |
721 (822) |
635 (614) |
| (Loss)/Profit before tax | 1 630 | 3 700 | |
| Income tax | 35 | - | |
| Profit/(Loss) after tax and total comprehensive income | 1 664 | 3 700 | |
| (In USD) | |||
| Earnings per share attributable to equity holders | |||
| - Basic and diluted | 7 | 0,02 | 0,05 |
Consolidated statement of financial position
| (In thousands of USD) | Note | 2024 | 2023 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Deferred tax assets | 139 | ||
| Right-of-use assets | 11 | 248 | 329 |
| Financial assets at fair value through profit or loss | 8,10 | 17 163 | 18 562 |
| Other non-current assets | 8 | - | 549 |
| Total non-current assets | 17 550 | 19 441 | |
| Current assets | |||
| Financial assets at fair value through profit or loss – current | 8,10 | 29 | 1 679 |
| Other current assets | 8 | 1 230 | 958 |
| Cash and cash equivalents | 3,8 | 3 626 | 9 923 |
| Total current assets | 4 884 | 12 559 | |
| Total assets | 22 434 | 32 001 | |
| Equity and liabilities | |||
| Equity | |||
| Issued share capital | 14 202 | 14 202 | |
| Share premium | 207 | 207 | |
| Other issued share capital | 410 | 410 | |
| Retained earnings | 6 784 | 5 280 | |
| Total equity | 21 602 | 20 098 | |
| Non-current liabilities | |||
| Lease liability | 8,11 | 211 | 288 |
| Long term loan | 8,12 | - | 11 120 |
| Total non-current liabilities | 211 | 11 409 | |
| Current liabilities | |||
| Lease liability | 8,11 | 52 | 51 |
| Other current liabilities | 8 | 468 | 339 |
| Trade payables | 8,13 | 102 | 104 |
| Total current liabilities | 621 | 493 | |
| Total liabilities | 832 | 11 902 | |
| Total equity and liabilities | 22 434 | 32 001 |
Consolidated statement of cash flows
| (In thousands of USD) | Note | 2024 | 2023 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit for the period | 1 664 | 3 700 | |
| Adjustment for non-operating cash flow items | |||
| Depreciation | 11 | 56 | 55 |
| Impairment | - | - | |
| Fair value adjustment | 10 | (1 058) | (3 582) |
| Unrealized foreign currency exchange gain(-)/loss | 274 | ||
| Dividend received | (51) | (1 160) | |
| Interest expense | 9 | 548 | 581 |
| Interest income | 9 | (448) | (467) |
| Operating cash flow before working capital items | 986 | (874) | |
| Tax paid | (44) | ||
| Working capital movements | 448 | 98 | |
| Total operating cash flow | 1 390 | (776) | |
| Cash flow from investing activities | |||
| Investment in Financial assets at fair value | 10 | - | (7 520) |
| Sale of investments in financial assets at fair value | 10 | 1 711 | 2 358 |
| Repayment of capital | 10 | 2 396 | 2 449 |
| Dividend and capital received | 51 | 1 160 | |
| Total cash flows from investing activities | 4 158 | (1 553) | |
| Cash flow from financing activities | |||
| Proceeds from share issue | - | - | |
| Repayment on loan | (11 400) | ||
| Lease payments | 11 | (68) | (67) |
| Interest paid | (251) | - | |
| Interest received | 388 | 467 | |
| Total cash flow used in financing activities | (11 331) | 400 | |
| Effect of foreign currency revaluation on cash | (514) | (115) | |
| Net increase in cash and cash equivalents | (6 297) | (2 044) | |
| Cash and cash equivalents at beginning of period | 9 923 | 11 966 | |
| Cash and cash equivalents at end of period | 3 | 3 626 | 9 923 |
Consolidated statement of changes in equity
| (In thousands of USD apart from number of shares) |
Number of shares |
Issued share capital |
Share premium |
Otherissued share capital |
Retaine d earnings |
Total equity |
|---|---|---|---|---|---|---|
| Balance at 1 January 2023 | 71 009 348 | 14 202 | 207 | 410 | 1 696 | 16 514 |
| Total comprehensive income for the period Currency translation and other effects |
- | - | 3 700 (116) |
3 700 (116) |
||
| Balance at 31 December 2023 | 71009348 | 14 202 | 207 | 410 | 5 280 | 20 098 |
| Total comprehensive income for the period | 1 664 | 1 664 | ||||
| Currency translation and other effects | (161) | (161) | ||||
| Balance at 31 December 2024 | 71009348 | 14 202 | 207 | 410 | 6 783 | 21 602 |
At 31 December 2024 the nominal value of the Company's authorized share capital is USD 1,000 million, consisting of 1,000,000,000 shares of par value USD 0.20 each, of which the Company has issued 71 009 348 shares with total share capital USD 14.2 million.
Notes to the consolidated financial statements
1. General information
These consolidated financial statements of ADS Maritime Holding Plc ("ADS Maritime Holding" or the "Company") were authorized for issue in accordance with a resolution of the Board of Directors passed on 26 March 2025. ADS Maritime Holding Plc is a public limited company listed on the Euronext Growth at the Oslo Stock Exchange. The Company is incorporated in Cyprus and the address of its registered office is OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus. The Company is domiciled in Cyprus and has a Norwegian subsidiary based in Arendal, Norway. The principal activities of the Company are shipping investments.
2. Material accounting policy information 2.1 Basis of preparation
These financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the EU.
2.2 Going concern
These financial statements have been prepared based on the assumption of going concern.
2.3 Revenue recognition
Revenue is recognized when a contractual performance obligation is satisfied by transferring a promised good or service to a customer.
2.4 Leasing
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-ofuse ("ROU") asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for shortterm leases (defined as leases with a lease term of 12 months or less) and leases of low
value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is presented as a separate line in the consolidated statement of financial position. All variable lease payments, that are payable based on actual utilization of the underlying asset, are excluded from the calculation of lease liability. All variable lease payments are expensed to the statement of comprehensive income during the period to which such variable payments relate to.
The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Company applies IAS 36 to determine whether a ROU is impaired and accounts for any
identified impairment loss in its consolidated statement of comprehensive income.
2.5 Financial instruments
Financial assets and liabilities are recognized when the Company becomes party to the contractual obligations of the instrument and are initially recognized at fair value, except trade receivables that are measured at transaction price if the trade receivables do not contain a significant financing component. At 31 December 2024, the Company holds financial instruments measured at amortized cost and financial assets at fair value through profit and loss. The classification depends on the characteristics of the financial assets and financial liabilities and the purpose for which they were acquired. The Management determines the classification of its financial instruments at initial recognition. Debt instruments are subsequently measured at amortized cost. Subsequent to initial measurement, financial assets and liabilities are classified as per below.
Financial assets and liabilities measured at amortized cost
This category is the most relevant for the Company and includes lease liabilities, borrowings, trade payables and other financial assets and liabilities with fixed or determinable payments that are not quoted in an active market. Financial assets and liabilities in this category are initially recognized at fair value, net of directly attributable transaction costs. After initial measurement financial assets and liabilities in this category are subsequently carried at amortized cost using the effective interest rate (EIR) method, less any allowance for impairment. The EIR amortization is included in finance income for receivables and finance cost for borrowings. Losses arising from impairment of accounts receivable are recognized in operating expenses.
The Company derecognizes a financial liability only when the Company's obligations are discharged, cancelled or expire.
Loan fees
Expenses that are directly attributable to the inception of a loan are capitalized and amortized over the term of the relevant loan using the effective interest rate method. Amortization of loan costs are included as finance costs in the income statement. The capitalized but unamortized amount of such loan costs are recorded net of the loan liability in the statement of financial position. On derecognition of a loan as a financial liability any previously unamortized loan fees are expensed in full.
Financial assets and liabilities measured at fair value through profit or loss
This includes the financial assets and liabilities measured at fair value upon initial recognition with change in fair value recognized through the consolidated income statement. Subsequent to initial recognition, financial assets and liabilities in this category are measured at fair value at the end of each reporting period with unrealized gains and losses being recognized through profit or loss. As at 31 December 2024 the Company have forward contracts and equity instruments that are measured at fair value through profit or loss.
Derivative financial instruments
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Forward contracts are initially recognized at fair value on the transaction date and subsequently measured at their fair value.
Forward contracts are classified within the category 'financial assets at fair value through profit or loss' as long as the derivatives are not designated as hedging instruments for accounting purposes.
2.6 Impairment of financial assets
The consolidated entity recognizes a loss allowance for expected credit losses on financial assets which are either measured at amortized cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
2.7 Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For nonfinancial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available
or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
2.8 Consolidation
The consolidated financial statements comprise the financial statements of ADS Maritime Holding Plc (the "Parent Company") and its subsidiaries (together, the "Company"). All of the subsidiaries in the group are 100% owned by the Parent Company and, thus, there are no minority ownership interests.
Subsidiaries are all those entities over which the Parent Company has control. The Parent Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Parent Company. They are de-consolidated from the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using the same accounting policies. All intercompany transactions and balances are eliminated upon consolidation of the financial statements.
2.9 Foreign currency translation
The functional and presentational currency of the Company is US dollar. The functional and presentational currency of the Parent Company and all subsidiaries is US dollar.
Income and expenses denominated in foreign currencies are translated into US dollar at the exchange rates prevailing at the dates of the transactions. Exchange gains and losses resulting from settlement of such transactions as well as from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as finance income and finance costs.
2.10 Cash and cash equivalents
The Company has cash and cash equivalents as at 31 December 2024 USD 3,626 million (2023: 9,923 million) of which restricted cash amounts to USD 18k (2023: USD 21k).
2.11 Share capital
Shares are classified as equity. Incremental costs directly attributable to the issue of new shares are recorded in equity as a reduction from the gross share issue proceeds.
2.12 Earnings per share
Basic earnings per share is calculated based on the net profit attributable to ordinary shareholders for the period divided by the weighted average number of shares in issue. The Company has no potentially dilutive equity instruments in issue.
2.13 Consolidated statement of cash flows
The Company's statement of cash flows is prepared using the indirect method. Cash flows are divided into cash flows attributable to either operating activities, investing activities
or financing activities. In the cash flow statement, net profit for the period is adjusted for non-cash items recorded in the income statement, such as depreciation, as well as for non-cash movements in working capital. Any cash flows that have been recorded initially in the income statement as part of net profit, but which are investing or financing in nature are removed from operating cash flows and presented as part of investing of financing cash flows. All amounts presented in the investing activities and financing activities sections are pure cash flows only.
2.14 Dividends
Dividends payable or paid to shareholders are recognized when declared during the financial year and are no longer at the discretion of the Company.
2.15 Income tax
The Parent Company is subject to income tax in Cyprus and the subsidiaries are subject to income tax in Norway. In 2024 income tax related to the Parent Company in Cyprus is USD 35k (2022: USD nil) The Norwegian subsidiaries have accumulated taxable deficit in Norway as at 31 December 2024 USD 139k that has been recognized as deferred tax asset in the balance sheet.
2.16 Changes in accounting policies
There were no changes to accounting standards and amendments that the Company has applied for 2024 for the first time and which had any significant effect on the Company's financial statements. Certain new standards, amendments and interpretations of existing standards have been published that are mandatory for the Company's accounting periods beginning 1 January 2024 or later.
None of the new standards, amendments and interpretations relevant for the Company are expected to have a significant impact on the Company's financial statements.
2.17 Critical accounting estimates and judgments
The preparation of the Company's consolidated financial statements requires management and the board to make estimates, judgments and assumptions that affect the reported amount of revenue, expenses, assets and liabilities, as well as the accompanying disclosures. Uncertainty about these estimates, judgments and assumptions could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities in future periods. For the 2024 financial statements there have been accounting estimates or judgments that may impact the financial statements as described below:
Fair value offinancial assets
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date.
3. Financial risk management
The Company's primary financial risks relate to market risk, credit risk and liquidity risk. Market risk is the risk that the fair value of future cash flows of a financial asset or liability will fluctuate because of changes in market prices, such as foreign exchange and interest rates. The Company's financial risk exposure is monitored by Management and its Board of Directors oversee the management of these risks.
After repayment in full of the Company's non-current loans, the Company's principal financial liabilities are trade and other payables. The Company's principal financial assets are customer receivables, other assets, financial assets at fair value through profit and loss and cash deposits at banks.
The table below shows the carrying value of the Company's financial assets and liabilities.
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Financial assets | ||
| Non-current financial assets | ||
| Financial assets at fair value through profit or loss | 17 192 | 18 562 |
| Other non-current financial assets | - | 549 |
| Current financial assets | ||
| Financial assets at fair value through profit or loss - current portion | 556 | 1 679 |
| Other current assets | 674 | 958 |
| Cash and cash equivalents | 3 626 | 9 923 |
| Total financial assets | 22 048 | 31 671 |
| Financial liabilities | ||
| Non-current liabilities | ||
| Lease liability | 211 | 288 |
| Long term-loan | - | 11 120 |
| Current liabilities | ||
| Lease lability - current | 52 | 51 |
| Other current liabilities | 469 | 339 |
| Trade payables | 102 | 104 |
| Total financial liabilities | 834 | 11 902 |
| Net current financial assets/(liabilities) | 4 233 | 12 066 |
| Net current and non-current financial assets/(liabilities) | 21 214 | 19 769 |
3.1 Interest rate risk
The Company has no interest-bearing liabilities and is not exposed to interest rate risk.
3.2 Foreign exchange risk
The Company operates in the global shipping industry, for which the majority of transactions are denominated in US dollars, the Company's functional and presentational currency. The majority of the Company's operating costs are denominated in US dollars and Norwegian kroner.
As at 31 December 2024 the Company had cash and cash equivalents denominated in Norwegian kroner that had value of USD 1,1 million (2023: USD 0,4 million). Material portion of the Companys personnel expenses and G&A expenses are dominated in NOK. Financial assets and liabilities of the Company at 31 December 2024 are denominated in USD, hence the Companys maximum exposure to foreign exchange risk is limited to the above expenses.
3.3 Credit risk
Credit risk is the risk that a counterparty defaults on its contractual obligations, resulting in a financial loss to the Company. The Company is exposed to credit risk primarily from receivables from customers and cash held at banks. The Company manages its credit risk related to customers by aiming to provide services only to reputable customers. The Company has other receivables related to investments at 31 December 2024 of USD 1,1 million (2023: USD 1,5 million).
The Company aims to manage its counterparty risk relating to cash held at bank by only holding deposits at recognizable international banks. As at 31 December 2024 all of the Company's cash and cash equivalents and restricted cash was held with Nordea Bank which has an external credit rating of Aa3. The expected credit loss calculated is not material to the consolidated financial statements.
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Cash and cash equivalents | 3 608 | 9 902 |
| Restricted cash | 18 | 21 |
| Total cash and cash equivalents | 3 626 | 9 923 |
3.4 Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial obligations as they fall due. The Company manages its risk of a shortage of funds by continuously monitoring maturity of its financial assets and liabilities and using a cash flow forecasting tool that makes projections about future cash flows from operating activities and required for investing activities. The Company had long-term debt that matured in full on 23 June 2024 with USD 11,4 million payable. The loan has been fully paid during 2024.
3.5 Capital management
The Company's objectives when managing capital are to maximize the return to shareholders through its investments, aiming to have an optimal capital structure whereby it safeguards the Company's ability to continue as a going concern but while returning excess liquidity to shareholders in the form of regular dividends. The management of the capital structure involves active monitoring and adjustments in light of changes in economic conditions and risk characteristics of the Company's investments.
4. Segment reporting
The chief operating decision maker currently reviews the Company's activities on a consolidated basis as one operating segment.
5. Employee benefits expenses
The Company's registered office is in Cyprus and its Norwegian subsidiaries are based in Norway. The Company's operational perspective is the global shipping market. The Company has employees both in Cyprus and Norway. The Company has 2 full time and 1 part time employees. From 1 July 2023 the Company CFO employment has been transferred to Shiphold Management AS and will be charged a retainer fee for his services.
5.1 Wages and other personnel expenses.
| 2024 | 2023 | |
|---|---|---|
| (In thousands of USD) | ||
| Wages, salaries | (365) | (509) |
| Social security expenses | (70) | (91) |
| Pension-defined contribution plan | (29) | (43) |
| Other personnel expenses | (55) | (64) |
| Total salaries and personnel expenses | (505) | (707) |
| Average number of employees during the period | 2 | 2 |
5.2 Pensions
From July 1, 2022, the Company operates defined pension contribution plans in Norway. The defined pension contribution plans require the Company to pay premiums to a private administrative pension plan on a mandatory basis. The Company has no further obligations once these premiums are paid. The premiums are accounted for as personnel expenses as soon as they are incurred. Defined contribution plan in Norway complies with local Pension legislation.
6. General and administrative expenses
| Specification general admin. expenses | ||
|---|---|---|
| 2024 | 2023 | |
| (In thousands of USD) | ||
| Office accommodation | (31) | (33) |
| Repair and maintenance | - | (4) |
| Travel cost | (106) | (130) |
| Consultancy fee and external personnel | (187) | (149) |
| Listing cost | (41) | (37) |
| Insurance | (61) | (104) |
| Other operational cost | (93) | (44) |
| Total | (519) | (500) |
The statutory audit fee for the 2024 audit of ADS Maritime Holding Plc and subsidiaries to RSM Cyprus Ltd and RSM Norway AS is approx. USD 55k plus VAT (2023: USD 41k plus VAT). The audit fee in 2024, includes a USD 5k under provision of previous year.
7. Earnings per share
The Company has no dilutive or potential dilutive shares.
| (In thousands of USD) | 2024 | 2023 |
|---|---|---|
| Profit/(loss) for the period Weighted average shares outstanding |
1 664 71 009 348 |
3 700 71 009 348 |
| Basic and diluted EPS (USD per share) | 0.02 | 0,05 |
8. Financial assets and liabilities
All of the Company's financial assets and financial liabilities are measured at amortized cost or at fair value through profit or loss. The Company's financial assets and liabilities are summarized by category in the table below.
| 2024 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Financial assets at amortized cost |
Financial assets at fair value through profit and loss |
Total | |
| Assets as per balance sheet | ||||
| Investments in financial assets at fair value through profit and loss - non-current |
17 163 | 17 163 | ||
| Other non-current assets | - | - | ||
| Investments in financial assets at fair value through profit and loss - current |
29 | 29 | ||
| Other current assets | 1 230 | 1 230 | ||
| Cash and cash equivalents | 3 626 | 3 626 | ||
| Total | 4 856 | 17 192 | 22 048 |
| 2024 | ||||
|---|---|---|---|---|
| Financial liabilities at amortized cost |
Financial liabilities at fair value through profit and |
|||
| (In thousands of USD) | loss | Total | ||
| Liability as per balance sheet | ||||
| Borrowings | - | - | - | |
| Lease liabilities | 263 | - | 263 | |
| Trade and other payables | 570 | - | 570 | |
| Total | 833 | - | 833 |
| 2023 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Financial assets at amortized cost |
Financial assets at fair value through profit and loss |
Total | |
| Assets as per balance sheet | ||||
| Investments in financial assets at fair value through profit and loss - non-current |
18 562 | 18 562 | ||
| Other non-current assets | 549 | 549 | ||
| Investments in financial assets at fair value through profit and loss - current |
1 679 | 1 679 | ||
| Other current assets | 958 | 958 | ||
| Cash and cash equivalents | 9 923 | 9 923 | ||
| Total | 11 430 | 20 241 | 31 671 |
| 2023 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Financial liabilities at amortized cost |
Financial liabilities at fair value through profit and loss |
Total | |
| Liability as per balance sheet | ||||
| Borrowings | 11 120 | - | 11 120 | |
| Lease liabilities | 339 | - | 339 | |
| Trade and other payables | 443 | - | 433 | |
| Total | 11 902 | - | 11 902 |
| (In thousands of USD) | 2024 | 2023 | ||
|---|---|---|---|---|
| Financial assets | Carrying value |
Fair value | Carrying value |
Fair value |
| Non-current financial assets | ||||
| Financial assets at fair value through profit or loss | 17 163 | 17 163 | 18 562 | 18 562 |
| Other non-current financial assets | - | - | 549 | 549 |
| Current financial assets | ||||
| Financial assets at fair value through profit or loss - | ||||
| current portion | 29 | 29 | 1 679 | 1 679 |
| Other current assets | 1 230 | 1 230 | 958 | 958 |
| Cash and cash equivalents | 3 626 | 3 626 | 9 923 | 9 923 |
| Total financial assets | 22 048 | 22 048 | 31 671 | 31 671 |
| (In thousands of USD) | 2024 | 2023 | ||
|---|---|---|---|---|
| Financial liabilities | Carrying value |
Fair value |
Carrying value |
Fair value |
| Non-current liabilities | ||||
| Lease liability | 211 | 211 | 288 | 288 |
| Long term-loan | - | - | 11 120 | 11 120 |
| Current liabilities | ||||
| Lease liability - current | 52 | 52 | 51 | 51 |
| Other current liabilities | 468 | 468 | 339 | 339 |
| Trade payables | 102 | 102 | 104 | 104 |
| Total financial liabilities | 833 | 833 | 11 902 | 11 902 |
The fair values of receivables from customers, other current assets, restricted cash and cash and cash equivalents, other current liabilities and trade payables approximate their carrying values largely due to their short-term maturities. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques and makes assumptions that are based on market conditions existing at the reporting date. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted and unadjusted prices in active markets for identical assets or liabilities.
Level 2: other techniques for which inputs which have a significant impact on the fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
| Total |
|---|
| 17162 |
| 29 |
| 17 191 |
| 2023 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss | ||||
| Unlisted equity securities | 18 022 | 18 022 | ||
| Listed equity securities | 1 258 | 1 258 | ||
| Forward TC contracts | 961 | 961 | ||
| Total | 1 258 | 18 983 | 20 941 |
9. Finance income and finance cost
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Financial income | ||
| Interest income | 448 | 467 |
| Realized forex exchange gain | 40 | 40 |
| Unrealized forex exchange gain | - | 128 |
| Other financial income | 233 | - |
| Total financial income | 721 | 635 |
| Financial cost | ||
| Interest expenses | (548) | (581) |
| Realized forex exchange loss | (191) | (1) |
| Unrealized forex exchange loss | (83) | (32) |
| Other financial cost | - | - |
| Total financial cost | (822) | (614) |
10. Financial assets at fair value through profit and loss
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Balance at 1 January | 20 241 | 13 946 |
| Additions | 7 520 | |
| Sale | (1 711) | (2 358) |
| Repayments | (2 396) | (2 449) |
| Change in fair value | 1 058 | 3 582 |
| Balance at 31 December | 17 192 | 20 241 |
| Less non-current portion | 17 163 | 18 562 |
| Current portion | 29 | 1 679 |
Financial assets at fair value through profit or loss relate to unlisted minority shareholding securities and Forward Time Charter contracts. Net gain/(loss) on financial instruments in the consolidated statement of comprehensive income, includes USD 1 056k of unrealized fair value gains and 1 547k of realized gains on derivatives.
In performing the fair value assessment for financial assets not traded in active markets, management used the discounted cash flow model and other techniques with the following inputs for each investment:
ParDive Subsea AS Investment
- 20% discount rate
- Future cash inflows
- Sale value of vessels in future period
Sensitivity:
- If the discount rate would be 10% higher/lower to 22% or 18%, then the value would be USD 165k lower and USD 176k higher
- If the Hire income would be 10% higher/lower, then the value would be USD 189k higher/lower.
- If the value of the vessel to be sold would be 10% lower, the value would be USD 261k lower.
AET Sea Shuttle AS and AET Sea Shuttle II AS investments
Management assessed the fair value of the investments by applying the shareholding % to the estimated carrying value of net assets as at 31 December 2024 of AET Sea Shuttle AS and AET Sea Shuttle II AS. The carrying value of the net assets as at 31 December 2024 was based on the audited 2023 financial statements and the 10-month period from January to October unaudited results. These were the only available information that management could obtain and considered adequate to assess the fair value. In addition to the above, a 20% minority discount was applied upon sale of the investments to reflect the minority nature of the investment.
Sensitivity:
• If the minority discount percentage on sale would be 15%/25%, then the value of the investments would be USD 828k higher/574k lower in total.
United Overseas Product AS Investment
- Future cash inflows
- Sale value of vessels in future period
Sensitivity:
• If the value of the vessel to be sold would be 10% lower, then the value would be USD 256k lower.
Any changes to the other assumptions would not materially impact the value of the financial assets not traded in active markets.
In March 2023, the Company acquired a 10% shareholding in ParDive Subsea AS, the owner of the Dive Support Vessel "Southern Star" (built 2017) and acts as Commercial Manager with primary responsibility for following up the shipowning company's activities related to the vessel and its employment. The Company has during 2024 received USD 745k repayment of capital.
On 6 June 2023, the Company acquired 130.000 shares in Golden Ocean Group (ticker "GOGL" on Oslo Stock Exchange) at market terms of NOK 84,222 per share. The Company has received dividend of USD 26k in 2023. During 2024 the Company sold all its shares and realized a gain on disposal of USD 453k
In the cash flow statement financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss and other comprehensive income, changes in fair value of financial assets through profit or loss are recorded in finance income.
11. Leasing
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use ("ROU") asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
| Right of use assets | Office premises | |
|---|---|---|
| (In thousands of USD) | 2024 | 2023 |
| Balance as at 01-01 | 329 | 376 |
| Right of use assets at lease commencement and additions | 6 | 14 |
| Currency effect | (31) | (6) |
| Depreciation | (56) | (55) |
| Balance as at 31-12 | 248 | 329 |
The right-of-use asset relates to rented head office for ADSMH Management AS at Sandvigveien 19 in Arendal, Norway. The rental contract expires on 31 July 2029, and the RoU Asset is depreciated on a straight-line basis until the expiration date of the lease.
| Lease liabilities | ||
|---|---|---|
| (In thousands of USD) | 31-Dec-2024 | 31-Dec-2023 |
| Balance as at 1-Jan | 339 | 376 |
| Initial measurement | ||
| Lease payment during the period | (68) | (67) |
| Interest accrued | - | |
| Interest paid | 17 | 21 |
| Currency effects | (26) | 9 |
| Balance as at 31-Dec | 262 | 339 |
| Of which: | ||
| Due Within 12 months | 51 | 51 |
| Due within 36 months | 211 | 288 |
The interest rate used to calculate the lease obligation is 6,5% which is considered to be the alternative cost of financing for the Company.
12. Long term debt
The Company received a seller credit on the purchase of a 5% shareholding in AET Sea Shuttle AS and AET Sea Shuttle II AS in June 2022 from ADS Shipping Ltd. A total of USD 11,4 million is payable within two years from the acquisition. The seller credit is at zero interest rate and without collateral. The loan has been fully repaid in 2024. Interest recognized in 2024 is USD 530k (2023 560k).
13. Largest shareholders
| Name | Number of shares | Ownership |
|---|---|---|
| B T LARSEN & CO LIMITED | 46791839 | 65,9 % |
| RISØY, ARNE | 4503387 | 6,3 % |
| ADS Shipping Ltd | 4181800 | 5,9 % |
| AR VEKST AS | 2130612 | 3,0 % |
| ADS SHIPPING LIMITED | 2021754 | 2,8 % |
| NORDNET LIVSFORSIKRING AS | 768925 | 1,1 % |
| AR FONDS AS | 754067 | 1,1 % |
| ASL HOLDING AS | 575000 | 0,8 % |
| MCE HOLDING AS | 473516 | 0,7 % |
| HMH INVEST AS | 467853 | 0,7 % |
| MTB EIENDOMSUTVIKLING AS | 438729 | 0,6 % |
| Avanza Bank AB | 421296 | 0,6 % |
| SKIPS AS TUDOR | 403180 | 0,6 % |
| SHIPHOLD LTD | 403180 | 0,6 % |
| ABRAHAMSEN, ESPEN | 402000 | 0,6 % |
| RISØY, SIGURD | 279486 | 0,4 % |
| AR OBLIGASJON AS | 275269 | 0,4 % |
| KRISTIAN FALNES AS | 241701 | 0,3 % |
| PROFOND AS | 230511 | 0,3 % |
| UTMOST PANEUROPE DAC - GP11940006 | 220000 | 0,3 % |
| OTHER SHAREHOLDERS | 5025237 | 7,1 % |
14. Related parties
14.1 Board of Directors
| Director | Remuneration | |||
|---|---|---|---|---|
| (In thousands of USD) | Since | To | 2024 | 2023 |
| Payments to Board of Directors | ||||
| Bjørn Tore Larsen (Chairman) | 10-Aug-18 | 15,6 | 16,5 | |
| Marios Demetriades (Deputy Chairman) | 10-Aug-18 | 10,4 | 13 | |
| Sofi Mylona | 21-Aug-19 | 7,8 | 9,6 | |
| Lia Papaiacovou | 21-Aug-19 | 01-Sep-23 | ||
| Total Board of Director fees | 33,8 | 39,1 |
Non-executive independent board members are entitled to Board fees at the rate of EUR 7.5k per annum, while the Deputy Chairman position receives an additional EUR 2.5k per annum.
MD Mindset Capital Ltd, a company controlled by Deputy Chairman Marios Demetriades, received fees for director services totaling EUR 10k in 2024 (2023: EUR 10k) and for consulting services of EUR 20k in 2024 (2023: EUR 20k).
fees for director and secretary services totaling EUR 7,5k in 2024 (2023: EUR 7,5k) and for corporate secretary and other legal services of EUR 13k in 2024 (2023: EUR 3,5k)
Bjørn Tore Larsen received EUR 15k for director services in 2024 (2023: EUR 15k) and for consulting services of EUR 20k in 2024 (2023: EUR 20k).
14.2 Key management personnel
The Company employs 2 permanent personnel in Norway and one part time personnel in Cyprus.
From 1. July 2023 the Company CFO employment was transferred from ADSMH Management AS to Shiphold Management Services AS, a company within the same group. Shiphold Management Services AS charge a retainer fee for the CFO services.
14.3 Other related parties
The Company has invoiced related party companies for services provided from 1 January 2024 to 31 December 2024 an amount of USD 48k (2023: USD 104k). As of 31 December 2024, the Company has payables towards Arendals Dampskibsselskab AS of USD 40k (2023: USD 40k).
On 1 July 2022 the Company entered into an agreement for the lease of offices at Sandvigveien 19, Arendal. The lease contract was previously leased to Arendals Dampskibsselskab AS. The lease term is approximately 7 years from inception of the lease which is also the commencement date. There are no lease deposits or redelivery costs according to the lease contract.
15. Operating environment
The economic environment in 2024 and over the medium term is subject to a high degree of uncertainty, with the continuation of the war in Ukraine, Israel-Gaza conflict, rising tensions in US China relations, high interest rates and the early phases of a global trade war threatening a significant slowdown in the global economy.
Management believes that it is not significantly impacted from the above as its operations are not affected by the situations, therefore are reasonably well positioned to withstand volatility and economic uncertainties that may arise from the geopolitical and global economic environment.
16. Events after the reporting period
There have been no events after the reporting period.
Limassol, 26 March 2025
The Board of Directors
Bjørn Tore Larsen Chairman
Marios Demetriades Deputy Chairman
Sofi Mylona
Parent Company unconsolidated statement of comprehensive income
| (In thousands of USD) | Note | 2024 | 2023 |
|---|---|---|---|
| Revenue | 190 | 1 341 | |
| Operating expenses | |||
| Personnel expenses | (26) | (13) | |
| General & administrative costs | (984) | (1 239) | |
| Total operating expenses | (1 010) | (1 253) | |
| Operating profit | (820) | 89 | |
| Net gain/(loss) on financial instruments Finance income |
7 6 |
1 807 658 |
3 020 723 |
| Finance cost | 6 | (625) | (592) |
| Profit/(Loss) before tax | 1 020 | 3 257 | |
| Income tax | (44) | - | |
| Profit/(Loss) after tax and total comprehensive income | 976 | 3 257 |
Parent Company unconsolidated statement of financial position
| (In thousands of USD) Note |
31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Investments in subsidiaries 5 |
3 531 | 3 531 |
| Financial assets at fair value through profit or loss 4,7 |
12 663 | 14 115 |
| Other non-current assets 3,4 |
545 | |
| Total non-current assets | 16 194 | 18 191 |
| Current assets | ||
| Financial assets at fair value through profit or loss - current portion | 29 | 1 679 |
| 4,7 | ||
| Other current assets 4,3 |
4 839 | 4 636 |
| Cash and cash equivalents 3,4 Total current assets |
1 311 6 179 |
7 402 13 716 |
| Total assets | 22 374 | 31 907 |
| Equity and liabilities | ||
| Equity | ||
| Issued share capital | 14 202 | 14 202 |
| Share premium | 1 255 | 1 255 |
| Other issued share capital | 410 | 410 |
| Retained earnings | 4 941 | 3 965 |
| Total equity | 20 807 | 19 831 |
| Non-current liabilities | ||
| Loan 4,8 |
- | 11 120 |
| Total non-current liabilities | - | 11 120 |
| Current liabilities | ||
| Trade payables 4 |
794 | 48 |
| Other current liabilities 4 |
773 | 908 |
| Total current liabilities | 1 567 | 956 |
| Total liabilities | 1 567 | 12 076 |
| Total equity and liabilities | 22 374 | 31 907 |
Parent Company unconsolidated statement of cash flows
| 2024 | 2023 | |
|---|---|---|
| Note (In thousands of USD) |
||
| Cash flows from operating activities | ||
| Profit for the period | 976 | 3 257 |
| Adjustment for items not affecting operating cash flows: | ||
| Fair value gain/(loss) on financial assets | (259) | (3 020) |
| Unrealized foreign currency exchange gain (-)/loss | (55) | |
| Dividend received | (51) | (1 160) |
| Interest expenses 6 |
530 | 575 |
| Interest income 6 |
(619) | (572) |
| Net operating cash flow before working capital movements | 522 | (920) |
| Tax paid | (44) | |
| Working capital movements | 451 | (3 125) |
| Total operating cash flow | 929 | (4 045) |
| Cash flows from investing activities | ||
| Investment in subsidiaries | (3) | |
| Purchase of Investment in financial assets at fair value | (3 070) | |
| 7 Sale of investments in financial assets at fair value |
1 711 | 2 358 |
| 7 Repayment of capital |
1 650 | 1 885 |
| Dividends received | 51 | 1 160 |
| Total cash flows from investing activities | 3 412 | 2 330 |
| Cash flows from financing activities | ||
| Proceeds from loan | 746 | |
| 8 Repayment of loan |
(11 400) | - |
| Interest paid | (251) | |
| Interest received | 322 | 322 |
| Total cash flows used in financing activities | (10 584) | 322 |
| Effect of foreign currency revaluation on cash | 152 | (37) |
| Net increase / (decrease) in cash and cash equivalents | (6 091) | (1 431) |
| Cash and cash equivalents at the beginning of the period | 7 402 | 8 832 |
| Cash and cash equivalents at the end of the period | 1 311 | 7 402 |
Parent Company unconsolidated statement of changes in equity
| (In thousands of USD apart from number of shares) |
Number of shares |
Issuedshare capital |
Share premium |
Other issued share capital |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|
| Balance 1 January 2023 | 71 009 348 | 14 202 | 1 255 | 410 | 704 | 16 571 |
| Total comprehensive income for the period | - | - | 3 259 | 3 259 | ||
| Balance at 31 December 2023 Total comprehensive income for the period |
71 009348 | 14 202 | 1 255 | 410 | 3 965 976 |
19 831 976 |
| Balance at 31 December 2024 | 71 009348 | 14 202 | 1 255 | 410 | 4 941 | 20 807 |
At 31 December 2024 the nominal value of the Company's authorized share capital is USD 1,000 million, consisting of 1,000,000,000 shares of par value USD 0.20 each, of which the Company has issued 71,009,348 shares with total share capital USD 14.2 million.
Notes to the Parent Company unconsolidated financial statements
1. General information
ADS Maritime Holding Plc (the "Parent Company") is a holding company. The Parent Company's activities are investing in subsidiaries, including ownership of shares in subsidiaries and provision of intercompany financing and direct investment in shipping projects.
2. Significant accounting policies
2.1 Basis of preparation
These financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the EU.
The Parent Company's accounting principles are consistent with the accounting principles of the Company, as described in Note 2 of the consolidated financial statements, apart from as described below. Note disclosures that are similar to the information available in the consolidated financial statements are not repeated in these unconsolidated financial statements.
2.2 Investments in subsidiaries
Investments in subsidiaries are presented at cost, less any impairment. To assess for impairment, the estimated recoverable amount is compared to the carrying value of investments in subsidiaries. The recoverable amount is calculated as the discounted estimated future cash flows.
2.3 Critical accounting estimates and judgments
Impairment of investment in subsidiaries
The Parent Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associate with these subsidiaries would be compared to their carrying amounts to determine if a write-down is necessary.
Impairment of financial assets
The loss allowance for financial assets is based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, by considering supportive forward-looking information. The main financial assets that are subject to the expected credit loss model relate to receivables from related parties, including loans receivable.
3. Financial risk management
The Parent Company's primary financial risks are consistent with the financial risks of the Company, as described in Note 3 of the consolidated financial statements, apart from as described on the next page.
The table below shows the carrying value of the Parent Company`s financial assets and liabilities.
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Financial assets | ||
| Non-current financial assets | ||
| Financial assets at fair value through profit or loss | 12 663 | 14 115 |
| Other non-current financial assets | - | 545 |
| Current financial assets | ||
| Financial assets at fair value through profit or loss - current portion | 29 | 1 679 |
| Other current assets | 4 839 | 4 636 |
| Cash and cash equivalents | 1 311 | 7 402 |
| Total financial assets | 18 842 | 28 377 |
| Financial liabilities | ||
| Non-current liabilities | ||
| Long term-loan | - | 11 120 |
| Current liabilities | ||
| Other current liabilities | 773 | 908 |
| Trade payables | 794 | 48 |
| Total financial liabilities | 1 567 | 12 076 |
| Net current financial assets/(liabilities) | 4 612 | 12 760 |
| Net current and non-current financial assets/(liabilities) | 17 275 | 16 300 |
Credit risk
Credit risk is the risk that a counterparty defaults on its contractual obligations, resulting in a financial loss to the Company. The Company is exposed to credit risk primarily from receivables from customers and cash held at banks. The Company manages its credit risk related to customers by aiming to provide services only to reputable customers.
As at 31 December 2024 the Company has no customer receivables. The Company aims to manage its counterparty risk relating to cash held at bank by only holding deposits at recognizable international banks. As at 31 December 2024 all the Company's cash and cash equivalents and restricted cash was held with Nordea Bank which has an external credit rating of Aa3. The expected credit loss calculated is not material to the financial statements.
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Cash and cash equivalents | 1 311 | 7 402 |
| Restricted cash | - | - |
| Total cash and cash equivalents | 1 311 | 7 402 |
4. Financial assets and liabilities
All of the Company's financial assets and financial liabilities are measured at amortized cost or fair value. The Company's financial assets and liabilities are summarized by category in the table below.
| 2024 | ||||
|---|---|---|---|---|
| Financial assets at amortized |
Financial assets at fair value through |
|||
| (In thousands of USD) | cost | profit and loss | Total | |
| Assets as per balance sheet | ||||
| Investments in subsidiaries | 3 531 | - | 3531 | |
| Financial assets at fair value through profit and loss non-current |
12 663 | 12 663 | ||
| Other non-current assets | - | - | ||
| Financial assets at fair value through profit and loss current |
29 | 29 | ||
| Other non-current financial assets | 4 839 | 4 839 | ||
| Cash and cash equivalents | 1 311 | 1 311 | ||
| Total | 9 681 | 12 692 | 22 373 |
| 2024 | ||||
|---|---|---|---|---|
| Financial liabilities at |
Financial liabilities at fair value through profit |
|||
| (In thousands of USD) | amortized cost | and loss | Total | |
| Liability as per balance sheet | ||||
| Borrowings | - | - | ||
| Trade and other payables | 1 567 | 1 567 | ||
| Total | 1 567 | 1 567 |
| 2023 | ||||
|---|---|---|---|---|
| Financial assets at amortized |
Financial assets at fair value through |
|||
| (In thousands of USD) | cost | profit and loss | Total | |
| Assets as per balance sheet | ||||
| Investments in financial assets | 3531 | 3 531 | ||
| Financial assets at fair value through profit and loss non-current |
14 115 | 14 115 | ||
| Other non-current assets | 545 | 545 | ||
| Financial assets at fair value through profit and loss current |
1 679 | 1 679 | ||
| Other non-current financial assets | 4 636 | 4 636 | ||
| Cash and cash equivalents | 7402 | 7 402 | ||
| Total | 16 114 | 15 794 | 31 907 |
| 2023 | |||||
|---|---|---|---|---|---|
| (In thousands of USD) | Financial liabilities at amortized cost |
Financial liabilities at fair value through profit and loss |
Total | ||
| Liability as per balance sheet | |||||
| Borrowings | 11 120 | - | 11 120 | ||
| Trade and other payables | 956 | - | 956 | ||
| Total | 12 076 | - | 12076 |
The fair values of receivables from subsidiaries, cash and cash and cash equivalents, other current liabilities and trade payables approximate their carrying values largely due to their short-term maturities.
| (In thousands of USD) | 2024 | 2023 | ||
|---|---|---|---|---|
| Financial assets | Carrying value Fair value |
Carrying value |
Fair value | |
| Non-current financial assets | ||||
| Financial assets at fair value through profit or loss | 12 663 | 12 663 | 14 115 | 14 115 |
| Other non-current financial assets | - - |
545 | 545 | |
| Current financial assets | ||||
| Financial assets at fair value through profit or loss - | ||||
| current portion | - | - | 1 679 | 1 679 |
| Other current assets | 4 839 | 4 839 | 4 636 | 4 636 |
| Cash and cash equivalents | 1 311 | 1 311 | 7 402 | 7 402 |
| Total financial assets | 18 813 | 18 813 | 28 377 | 28 377 |
| (In thousands of USD) | 2024 | 2023 | ||
|---|---|---|---|---|
| Financial liabilities | Carrying value |
Fair value |
Carrying value |
Fair value |
| Non-current liabilities | ||||
| Long term-loan | - | - | 11 120 | 11 120 |
| Current liabilities | ||||
| Other current liabilities | 773 | 773 | 908 | 908 |
| Trade payables | 794 | 794 | 48 | 48 |
| Total financial liabilities | 1 567 | 1 567 | 12 076 | 12 076 |
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted and unadjusted prices in active markets for identical assets or liabilities.
Level 2: other techniques for which inputs which have a significant impact on the fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
| 31-Dec-24 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss | ||||
| Unlisted equity securities | 12 663 | 12 663 | ||
| Listed equity securities | ||||
| Forward TC contracts | 28 | 28 | ||
| Total | 12 691 | 12 691 | ||
| 31-Dec-23 | ||||
|---|---|---|---|---|
| (In thousands of USD) | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss | ||||
| Unlisted equity securities | 13 576 | 13 576 | ||
| Listed equity securities | 1 258 | 1 258 | ||
| Forward TC contracts | 961 | 961 | ||
| Total | 1 258 | 14 536 | 15 794 | |
5. Investment in subsidiaries
The table below shows all subsidiaries the Parent Company owns directly and indirectly.
| Country of incorpor ation |
Equity interest | Voting power | Carrying value | ||||
|---|---|---|---|---|---|---|---|
| (In thousands of USD) | 2024 | 2023 | 2024 | 2023 | 31-Dec-24 | 31-Dec-23 | |
| Name of subsidiary ADSMH Management AS ADSMH Shipowning I AS ADSMH Shipowning II AS ADSMH Bulk I AS |
Norway Norway Norway Norway |
100% 100% 100% 100% |
100% 100% 100% 100% |
100% 100% 100% 100% |
100% 100% 100% 100% |
3 528 3 |
3 528 3 |
| Total | 3 531 | 3 531 |
The table below shows the movement in the carrying value of the Parent Company's investments in subsidiaries during the Period.
| (In thousands of USD) | 2024 | 2023 |
|---|---|---|
| Carrying value | ||
| Investments at start of period | 3 531 | 3 528 |
| New investment | - | 3 |
| Dividend from subsidiary | - | - |
| Impairment | - | - |
| Total at end of period | 3 531 | 3 531 |
6. Finance income and finance cost
| (In thousands of USD) | 2024 | 2023 |
|---|---|---|
| Financial income | ||
| Interest income | 619 | 572 |
| Realized forex exchange gain | 39 | 151 |
| Total financial income | 658 | 723 |
| Financial cost | ||
| Interest expenses | (530) | (576) |
| Realized forex exchange loss | (95) | - |
| Total financial cost | (625) | (576) |
7. Financial assets at fair value through profit and loss
| (In thousands of USD) | 31-Dec-24 | 31-Dec-23 |
|---|---|---|
| Balance at 1 January | 15 794 | 13 946 |
| Additions | 3 070 | |
| Sale | (1 711) | (2 358) |
| Repayments | (1 650) | (100) |
| Change in fair value | 259 | 1 235 |
| Balance at 31 December | 12 692 | 15 794 |
| Less non-current portion | 12 663 | 14 115 |
| Current portion | 29 | 1 679 |
Financial assets at fair value through profit or loss relate to unlisted minority shareholding securities and Forward Time Charter contracts. Net gain/(loss) on financial instruments in the consolidated statement of comprehensive income, includes USD 259k of unrealized fair value gains and 1 547k of realized gains on derivatives.
In performing the fair value assessment for financial assets not traded in active markets, management used the discounted cash flow model and other techniques with the following inputs for each investment:
AET Sea Shuttle AS and AET Sea Shuttle II AS investments
Management assessed the fair value of the investments by applying the shareholding % to the estimated carrying value of net assets as at 31 December 2024 of AET Sea Shuttle AS and AET Sea Shuttle II AS. The carrying value of the net assets as at 31 December 2024 was based on the audited 2023 financial statements and the 10-month period from January to October unaudited results. These were the only available information that management could obtain and considered adequate to assess the fair value. In addition to the above, a 20% minority discount was applied upon sale of the investments to reflect the minority nature of the investment.
Sensitivity:
• If the minority discount percentage on sale would be 15%/25% then the value of the investments would be USD 828k higher/574k lower in total.
United Overseas Product AS Investment
- Future cash inflows
- Sale value of vessels in future period
Sensitivity:
• If the value of the vessel to be sold would be 10% lower then the value would be USD 256k lower.
Any changes to the other assumptions would not materially impact the value of the financial assets
not traded in active markets.
On 6 June 2023, the Company acquired 130.000 shares in Golden Ocean Group (ticker "GOGL" on Oslo Stock Exchange) at market terms of NOK 84,222 per share. The Company has received dividend of USD 26k in 2023. During 2024 the Company sold all its shares and realized a gain on disposal of USD 453k
In the cash flow statement financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss and other comprehensive income, changes in fair value of financial assets through profit or loss are recorded in finance income.
8. Long term debt
The Company received a seller credit on the purchase of a 5% shareholding in AET Sea Shuttle AS and AET Sea Shuttle II AS in June 2022 from ADS Shipping Ltd. A total of USD 11,4 million is payable within two years from the acquisition. The seller credit is at zero interest rate and without collateral. The loan has been fully repaid in 2024. Interest recognized in 2024 is USD 530k (2023 560k).
9. Largest shareholders
| Name | Number of shares | Ownership |
|---|---|---|
| B T LARSEN & CO LIMITED | 46791839 | 65,9 % |
| RISØY, ARNE | 4503387 | 6,3 % |
| ADS Shipping Ltd | 4181800 | 5,9 % |
| AR VEKST AS | 2130612 | 3,0 % |
| ADS SHIPPING LIMITED | 2021754 | 2,8 % |
| NORDNET LIVSFORSIKRING AS | 768925 | 1,1 % |
| AR FONDS AS | 754067 | 1,1 % |
| ASL HOLDING AS | 575000 | 0,8 % |
| MCE HOLDING AS | 473516 | 0,7 % |
| HMH INVEST AS | 467853 | 0,7 % |
| MTB EIENDOMSUTVIKLING AS | 438729 | 0,6 % |
| Avanza Bank AB | 421296 | 0,6 % |
| SKIPS AS TUDOR | 403180 | 0,6 % |
| SHIPHOLD LTD | 403180 | 0,6 % |
| ABRAHAMSEN, ESPEN | 402000 | 0,6 % |
| RISØY, SIGURD | 279486 | 0,4 % |
| AR OBLIGASJON AS | 275269 | 0,4 % |
| KRISTIAN FALNES AS | 241701 | 0,3 % |
| PROFOND AS | 230511 | 0,3 % |
| UTMOST PANEUROPE DAC - GP11940006 | 220000 | 0,3 % |
| Other shareholders | 5025237 | 7,1 % |
The statutory audit fee for the 2024 audit of ADS Maritime Holding Plc to RSM Cyprus Ltd and RSM Norway AS is approx. USD 32k plus VAT (2023: USD 24k plus VAT).
11. Other related parties
The Company has a short-term loan receivable from ADSMH Shipowning I AS. The loan is payable on demand and bears interest at 2% + 3-month LIBOR. As pr. 31 December 2024 the loan balance was USD 3,7 million. The loan is recorded in other current assets. The interest income charged was USD 297k.
As at 31 December 2024 the Company has a short term payable balance of USD 1.2 million with its 100% direct subsidiary ADSMH Management AS.
During 2024 the Company received services from its 100% direct subsidiary ADSMH Management AS in the total amount of USD661k. These expenses are included in general and administrative costs.
12. Operating environment
The economic environment in 2024 and over the medium term is subject to a high degree of uncertainty, with the continuation of the war in Ukraine, Israel-Gaza conflict, rising tensions in US China relations, high interest rates and the early phases of a global trade war threatening a significant slowdown in the global economy.
Management believes that it is not significantly impacted from the above as its operations are not affected by the situations, therefore are reasonably well positioned to withstand volatility and economic uncertainties that may arise from the geopolitical and global economic environment.
13. Events after the reporting period
There have been no events after the reporting date.
Limassol, 26 March 2025
The Board of Directors
Bjørn Tore Larsen Chairman
Marios Demetriades Deputy Chairman
Sofi Mylona
| Key Audit Matter | How the matter was addressed in our audit |
|---|---|
| Fair value assessment of Financial Assets | |
| The carrying value of the financial assets at fair value through profit or loss ("FVTPL) not traded in an active market is \$17.2m, representing 77% of total assets. Management determines the fair value of those instruments by using various valuation techniques and makes assumptions based on market conditions at the reporting date. They are classified under Level 3 in the Fair Value Hierarchy based on the requirements of IFRS 13. We refer to Note 10 of the consolidated financial statements. The Group's accounting policies for financial assets at FVTPL are disclosed in Note 2,5 and Note 2.7. Note 2.17 "Critical accounting estimates and judgments" and Note 10 provide further information on the uncertainties surrounding the estimations used. In performing the fair value assessment management used the discounted cash flow model and other techniques with inputs that are not based on observable market data, such as: Discount rate for private companies. - Minority discount percentage l Future cash inflows of private companies l Sale value of vessels in a future period. l Estimated carrying value of net assets |
Our procedures in relation to the fair value assessment of financial assets at FVTPL, not traded in active markets, included among others: Testing the mathematical accuracy of the discounted cash flow models and the relevance of the input data used. Assessing whether other valuation techniques, such as estimated carrying value of net assets are appropriate methodologies to calculate the fair value. Comparing the discount rate to other listed entities within the same sector and assessing the reasonableness of the additional data used for private and smaller entities. Assessing the reasonableness of the minority discount percentage Tracing the future cash inflows to third party project reports, where applicable. Tracing the sale value of vessels and other data to external reliable reports from third party advisors. Performing sensitivity analysis and considering the potential impact of downside changes in the key assumptions. Reviewing the disclosures in the consolidated financial statements Note 2.5, 2.7, 2.17, 8 and Note 10 in connection with the IFRS requirements. |
| Significant management judgment must be applied to develop these assumptions, and there is high estimation uncertainty. Considering the significance of the carrying value of these assets to the consolidated financial statements, we have identified the fair value assessment of financial assets at FVTPL not traded in active markets to he a kev audit matter |
All the above procedures were completed in a satisfactory manner. |
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| ADS Maritime Holding PLC 2024 Annual Report 47
Cyprus
ADS Maritime Holding Plc OSM House, 22 Amathountos 4532 Agios Tychonas Limassol, Cyprus Tel +357 25335501
Norway
ADSMH Management AS PO Box 198 4802 Arendal, Norway Tel: +47 41 49 40 00
Visiting Address Norway Sandvigveien 19
4816 Kolbjørnsvik Norway
Email: [email protected]