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Seabird Explorat
Quarterly Report • Nov 26, 2025
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Quarterly Report
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2025 third quarter results
CREATING SUPERIOR RETURNS IN THE ENERGY INDUSTRY
SED Energy Holdings Plc ("Energy Holdings", the "Company" or the "Group") is a strong industrial partner, established to deliver superior, sustainable distributions to shareholders by building a scalable platform of leading energy companies.
Energy Holdings operates a portfolio of resilient, cash-generative assets, supported by a conservative capital structure and attractive long-term market fundamentals.
Current holdings
Energy Drilling – a global leader in tender assisted drilling, controlling approximately 38% of the world's actively marketed tender rigs, strategically positioned to address Southeast Asia's growing demand for natural gas.
SeaBird Exploration – a market leader in source vessel solutions for the oil and gas industry.
Strategic rationale
Energy Holdings is committed to delivering shareholder value by generating stable, predictable cash flows through long-term contracts and operational efficiency. The combination of SeaBird Exploration and Energy Drilling, completed in May 2025, has expanded operational scale, reduced single asset risk, and improved access to capital markets.
Distributions to shareholders are supported by a robust contract backlog with high revenue visibility, efficient operations that ensure strong cash conversion, and a capital structure designed to support quarterly payouts of excess liquidity.
With deep sector expertise and disciplined capital allocation, Energy Holdings is well positioned to deliver attractive returns while selectively pursuing accretive growth opportunities, building a scalable platform for sustained value creation.
Value proposition
- ✓ Strong leadership with industrial expertise
- ✓ Exposure to resilient offshore energy markets with a focus on brownfield development
- ✓ High cash conversion and strong earnings visibility
- ✓ Scalable platform with proven operational execution
- ✓ Clear commitment to shareholder value through distributions and disciplined growth
TABLE OF CONTENTS
| Letter from the CEO | 4 |
|---|---|
| Third quarter 2025 results highlights | 5 |
| Key figures | 6 |
| Interim management statement | 7 |
| Financial review | 7 |
| Energy Drilling | 9 |
| SeaBird Exploration | 10 |
| Market and outlook | 11 |
| Risk and uncertainties | 12 |
| Responsibility statement | 13 |
| Condensed consolidated financial statements | 14 |
| Condensed consolidated statement of comprehensive income | 15 |
| Condensed consolidated statement of financial position | 16 |
| Condensed consolidated statement of cash flows | 17 |
| Condensed consolidated statement of changes in equity | 18 |
| Notes to the financial statements | 19 |
| Alternative performance measures | 21 |
STRONG OPERATIONAL EXECUTION AND STRATEGIC DELIVERY
Building on the momentum from the first half of the year, the third quarter marked another period of consistent operational delivery and strong financial performance. Both Energy Drilling and SeaBird Exploration continued to operate with high technical utilization, supporting cash flow generation.
All assets on contract and delivering results
During the quarter, EDrill-2 and GHTH were performing the final yard work in preparation for new long-term contracts, both of which commenced in the fourth quarter. The yard stays were completed safely, on time and within budget, demonstrating the capability and discipline of our teams. With its entire rig fleet now operational, Energy Drilling provides full revenue visibility for the quarters ahead. Importantly, no major capital expenditure is scheduled over the coming years, supporting continued strong cash conversion.
SeaBird Exploration also delivered solid performance, with both vessels on contract. Recently, Fulmar Explorer secured a contract extension until mid-March, with further options available through mid-2026. This level of coverage across our portfolio ensures high utilization and underpins our ability to deliver consistent returns.
Shareholder distributions remain a core priority
Since the launch of Energy Holdings, our key objective has been to deliver strong cash distributions to our shareholders. Following the first distribution of USD 40 million in October, we are pleased to announce that the board of directors has proposed a further USD 20 million for the third quarter.
Our strong cash generation, a conservative balance sheet, and a solid contract backlog, provide flexibility to continue returning capital to shareholders.
For 2025, we expect total shareholder returns to be in the range USD 80-85 million, and with full fleet utilization and high earnings visibility into 2026, we see potential for a substantial increase next year.
Disciplined approach to growth
We continue to evaluate accretive growth opportunities that strengthen our industrial platform and expand exposure to attractive market segments. Our focus remains firmly on opportunities that are consistent with our strategy and disciplined capital allocation framework. This is exemplified by the recent agreement with RigCo Holding, giving us the option to market and operate two premium jackup rigs.
Continuing to deliver on our promises
Energy Holdings is delivering on what we set out to achieve: operating a portfolio of resilient, cashgenerative assets that provide visibility, flexibility, and consistent returns. With all assets in operation, strong operational execution, and no significant capex ahead, we are well positioned for the future.
Looking ahead, market fundamentals remain favorable, supported by sustained demand for offshore drilling and seismic services. We remain committed to building backlog, allocating free cash flow effectively, and pursuing value-accretive opportunities aligned with our long-term strategy.
Sincerely, Kurt M. Waldeland Chief Executive Officer Energy Holdings
THIRD QUARTER 2025 RESULTS HIGHLIGHTS
The consolidated financial statements of Energy Holdings reflect a continuation of Energy Drilling's financials and include SeaBird Exploration's results from the transaction closing date, 26 May 2025.
Energy Holdings delivered solid third-quarter results, supported by high technical utilization and strong operational execution. Revenue and EBITDA1 increased year-over-year, reflecting more active rigs at higher day rates, while two rigs completed yard work and commenced operations on new long-term contracts in the fourth quarter. With the fleet fully utilized and secured on contracts, Energy Holdings enters the coming quarters with strong earnings visibility. The Board has proposed a USD 20 million distribution for the third quarter and updated full-year guidance to total distributions of USD 80-85 million.
Robust operational performance and financial position
- Strong revenue and EBITDA1 growth year-on-year driven by solid operational execution and continued high fleet utilization at improved day rates.
- Continued capital discipline with leverage maintained at a low 0.2x last twelve months adjusted EBITDA1 .
- SeaBird Exploration secured new OBN source contracts for Fulmar Explorer and Eagle Explorer.
Successful contract commencements post-quarter and solid firm revenue backlog
- EDrill-2 and GHTH both completed yard work and commenced new long-term contracts in the fourth quarter.
- Solid firm backlog1 of USD 521 million, including post-quarter contract extension for the Fulmar Explorer.
Third quarter shareholder distribution proposed and updated full-year guidance
- Shareholder distribution of USD 40 million (NOK 0.55 per share) paid October 3, 2025.
- Proposed third quarter 2025 distribution of USD 20 million to be paid in the first quarter of 2026.
- Updated full-year distribution guidance in the range of USD 80-85 million.
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
KEY FIGURES
Consolidated financials for SED Energy Holdings Plc consist of full-period results for Energy Drilling and results for SeaBird Exploration from the closing date of the business combination of SeaBird Exploration and Energy Drilling on 26 May 2025.
| Third Quarter | Nine Months Ended | |||||
|---|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Change | Sep 30, 2025 |
Sep 30, 2024 |
Change |
| Revenue | 50,687 | 29,450 | 72% | 151,297 | 92,514 | 64% |
| EBITDA1 | 23,398 | 13,443 | 74% | 72,406 | 45,412 | 59% |
| Adj. EBITDA1 | 23,967 | 13,587 | 76% | 80,487 | 45,863 | 75% |
| Operating profit | 13,172 | 8,824 | 49% | 42,631 | 29,445 | 45% |
| Profit for the period | 7,760 | 5,312 | 46% | 15,342 | 18,603 | -18% |
| Earnings per share (USD) | 0.01 | 0.01 | 30% | 0.02 | 0.03 | -22% |
| Adj. EBITDA-margin (%)1 | 47% | 46% | 1pp | 53% | 50% | 4pp |
| Revenue backlog (USD m)1 |
521 | na | nm | 521 | na | nm |
| Total assets | 487,947 | 388,002 | 26% | |||
| Cash and cash equivalents | 65,821 | 27,386 | 140% | |||
| Net debt1 | 23,431 | 48,656 | -52% | |||
| Net Debt/LTM Adj. EBITDA (x)1 | 0.2x | 0.8x | -72% | |||
| Equity | 353,333 | 270,853 | 30% | |||
| Equity ratio (%)1 | 72% | 70% | 3pp |
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
INTERIM MANAGEMENT STATEMENT
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.
These interim financial statements are presented in accordance with a reverse acquisition under IFRS 3 Business Combinations, where Energy Drilling Pte Ltd is identified as the accounting acquirer and SeaBird Exploration Plc ("SeaBird Exploration") as the accounting acquiree. As a result of the reverse acquisition, the financial information presented for periods prior to the transaction reflects the operations, financial position, and cash flows Energy Drilling Pte Ltd only. The historical operations of SeaBird Exploration Plc prior to the acquisition are not included in the financial information for periods before 26 May 2025. Please see Note 15 – Business combination for further details on the business combination and its accounting implications.
Certain financial measures presented in this section are defined as alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
Financial review
Profit and loss
During the third quarter of 2025, the Group generated revenues totaling USD 50.7 million, a notable increase from USD 29.5 million reported in the same period of 2024. For the first nine months of the year, revenues amounted to USD 151.3 million, up from USD 92.5 million in the corresponding period of the prior year. The increase in revenue is primarily due to more rigs in operation for Energy Drilling at comparatively higher day rates, and the consolidation of SeaBird Exploration from 26 May 2025.
Selling, general, and administrative (SG&A) expenses for the third quarter of 2025 were USD 6.8 million and USD 17.9 million for the first nine months. This compares to USD 1.4 million and USD 4.1 million in the corresponding periods in the prior year. The increase is mainly due to non-recurring legal and advisory costs related to the merger, timing effects from periodization, and non-cash cost related to the Company's long-term incentive plan. Underlying SG&A was USD 6.2 million in the quarter and USD 9.8 million for the first nine months of 2025.
EBITDA1 for the third quarter of 2025 was USD 23.4 million, up from USD 13.4 million in the third quarter of 2024. For the first nine months of 2025, EBITDA amounted to USD 72.4 million, compared to USD 45.4 million in the prior year. The year-over-year increase is attributable to the increased rig count in Energy Drilling and the inclusion of SeaBird Exploration from 26 May 2025, although hampered by the
The Group reported a net profit of USD 7.8 million for the third quarter of 2025, compared to a net profit of USD 5.3 million during the same period in 2024. For the first nine months of the year, net profit was USD 15.3 million, down from USD 18.6 million in the first nine months of 2024. The decline is due to mergerrelated costs and a tax provision made in the second quarter of 2025. Net profit for the first nine months excluding one-off costs was USD 34.5 million, where the underlying profitability growth is attributable to more rigs on contract and high operational leverage.
Cash flow
Cash flow from operations was USD 46.3 million in the first nine months of 2025, compared to USD 46.8 million in the prior year period. Capital expenditure for the first nine months of 2025 was USD 4.6 million, down substantially from USD 44.6 million in the same period in 2024 due to less upgrade and maintenance work on the rigs. Cash flow from financing activity was negative USD 7.7 million in the first nine months of 2025, reflecting refinancing of the bank facility in Energy Drilling, lease payments on GHTH and the inclusion of SeaBird Exploration from 26 May 2025. Financial cash flow for the same period in 2024 was
aforementioned merger-related costs. Accounting for merger related costs, adjusted EBITDA1 for the third quarter and first nine months was USD 24.0 million and 80.5 million, respectively, compared to USD 13.6 million and 45.9 million in previous periods in 2024.
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
USD 9.5 million, mainly reflecting a refinancing of bank debt in the period.
As of 30 September 2025, the Group's cash and cash equivalents stood at USD 65.8 million, up from USD 27.4 million at the end of the third quarter of 2024.
Balance sheet
Total assets for the period ending 30 September 2025 were USD 487.9 million, of which USD 359.8 million were non-current and USD 128.2 current. This is an increase from USD 399.9 million, 310.0 million and USD 90.0 million, respectively from the period ending 31 December 2024. The increase is mainly due to the inclusion of SeaBird Exploration and increased activity.
Total liabilities for the period ending 30 September 2025 were USD 134.6 million, whereof USD 64.5 million were non-current and USD 70.1 million were current. The interest-bearing liabilities for the period amounted to USD 89.3 million. For the comparable period ending 31 December 2024, total liabilities were USD 117.2 million, whereof USD 33.2 million noncurrent and USD 84.0 million current, and total interestbearing liabilities were USD 64.2 million. The increase from the comparable period is due to the inclusion of SeaBird Exploration, higher activity and higher lease commitments.
As of 30 September 2025, the Group's net interestbearing debt1 amounted to USD 23.4 million, down from USD 32.4 million in the period ending 31 December 2024.
The Company's equity as of 30 September 2025 was USD 353.3 million, up from USD 282.7m as of 31 December 2024. The corresponding equity ratio1 was 72%, up from 71% as of 31 December 2024.
Subsequent events
On 3 October 2025, the Company paid out the previous announced and approved cash distribution of USD 40 million for the first half of 2025.
On 19 October 2025, the EDrill-2 commenced operations under its previously announced five-year contract with PTT Exploration and Production Public Company Limited. The mobilization was completed on time and budget.
On 18 November 2025, the GHTH commenced operations under its previously announced 21-month contract with PTT Exploration and Production Public Company Limited. The mobilization was completed on time and budget.
For further details, see Note 16 - Events after the reporting period.
Related party transactions
There were no party transactions related in the period. For further details, see Note 13 – Related party disclosures.
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
Energy Drilling
Energy Drilling is a leading provider of tender assisted drilling services. Headquartered in Singapore, Energy Drilling controls approximately 38% of the world's actively marketed tender rigs, strategically positioned to address Southeast Asia's growing demand for natural gas.
| Third Quarter | Nine Months Ended | |||||
|---|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Change | Sep 30, 2025 |
Sep 30, 2024 |
Change |
| Revenue | 41,948 | 29,450 | 42% | 139,456 | 92,514 | 51% |
| OPEX1 | 15,971 | 14,595 | 9% | 54,860 | 42,990 | 28% |
| EBITDA1 | 20,572 | 13,443 | 53% | 68,462 | 45,412 | 51% |
| Adj. EBITDA1 | 20,822 | 13,587 | 53% | 75,994 | 45,863 | 66% |
| Operating profit | 12,585 | 8,824 | 43% | 41,684 | 29,445 | 42% |
| m)1 Backlog (USD |
507 | na | nm | 507 | na | nm |
| Technical utilization (%)1 | 97 | 95 | 165pp | 97 | 96 | 139pp |
| Economic utilization (%)1 | 66 | 96 | -2,980pp | 78 | 96 | -1,800pp |
Operating performance
Energy Drilling delivered solid performance during the quarter with high technical utilization of 97.1% across active rigs. This represents an increase from 95.5% in the third quarter of 2024, driven by strong operational performance. As of 30 September 2025, the firm revenue backlog1 was USD 507 million.
During the third quarter of 2025, Energy Drilling had four out of six active rigs in operation, resulting in an economic utilization of 66%. Both the EDrill-2 and the GHTH were at a planned yard stays in Singapore as they were undergoing regular maintenance and contract preparations. Both yard stays were completed on time and on budget in the third quarter.
Financial results
Revenues were USD 41.9 million in the second quarter, up 42% year-on-year, primarily driven by the ED Vencedor and the T16 in full operations on higher comparable day rates. During the quarter both the EDrill-2 and the GHTH remained idle in Singapore. From August onwards both rigs had almost full crew on board engaged in preventive maintenance and contract preparations, which resulted in higher operating expenses towards the end of the quarter.
Reported EBITDA was USD 20.6 million in the third quarter and USD 68.5 million for the first nine months, a sequential increase of 53% and 51%, respectively.
Market
Offshore oil and gas activity in Asia Pacific remains healthy with several large offshore oil and gas projects expected to be sanctioned in the near term. Indonesia, Malaysia and Australia have several large projects waiting for final investment decisions.
Rig count in the region remained stable with around 70 rigs operating at the end of the third quarter of 2025. Shallow water utilization in Asia Pacific remains high, with 93% utilization for premium jackups compared to the global average of 86%. There are 23 tenders ongoing with another 19 prospects and 29 projects in pre-tender phase for Southeast Asia. This is up 3 projects quarter-on-quarter despite several awards intra quarter. 12 known new drilling campaigns are set to start from Q4 2025 onwards. During the quarter several multi-year contracts were tendered across the region with a notable uptick in activity in Indonesia.
Day rates for shallow water units remained under pressure in the quarter, driven by continued high rig availability primarily in the Middle East and strong competition for long-term contracts. However, towards the end of the quarter, increased interest from oil and gas companies suggests a potential uptick in activity. Continued strong energy demand supports the need for sustained drilling activity, particularly to maintain output from ageing gas fields, reinforcing demand for Energy Drilling's services.
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
SeaBird Exploration
SeaBird Exploration is a leading global provider of marine source vessel services to the Oil & Gas industry. Headquartered in Bergen, Norway, SeaBird Exploration owns and operates two high-end source vessels positioned to address the growing demand for OBN services in the Western Hemisphere.
SeaBird Exploration's results are included in the consolidated financial statements from 26 May 2025.
| Third Quarter | Nine Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Change | Sep 30, 2025 |
Sep 30, 2024 |
Change | |
| Revenue | 8,740 | - | nm | 11,841 | - | nm | |
| OPEX1 | 4,551 | - | nm | 6,106 | - | nm | |
| EBITDA1 | 3,444 | - | nm | 4,810 | - | nm | |
| Adj. EBITDA1 | 3,444 | - | nm | 4,811 | - | nm | |
| Operating profit | 1,551 | - | nm | 2,274 | - | nm | |
| m)1 Backlog (USD |
14 | - | nm | 14 | - | nm | |
| Technical utilization (%)1 | 93 | - | nm | 93 | - | nm | |
| Economic utilization (%)1 | 68 | - | nm | 74 | - | nm |
Operating performance
SeaBird Exploration delivered technical utilization of 93.5% in the third quarter. This was somewhat lower than expected due to start up delays on the Fulmar Explorer and challenging weather conditions for Eagle Explorer. The economic utilization of 68% represents off-hire days on both vessels between contracts. As per 1 November, both vessels were active on contracts.
The Fulmar Explorer is operating on a OBN source contract in the U.S. Gulf of Americas, which extends until mid-March 2026. In addition, the client has three months of options which could extend the firm contract period until mid-June 2026.
Eagle Explorer is currently on an OBN source contract in the U.S. Gulf of Americas until mid-February 2026. The vessel is marketed for new work in the Western Hemisphere upon completion of her current contract.
Total firm revenue backlog1 as of 30 September 2025, including post-quarter contract extensions, was USD 14 million.
Financial results
Revenues and EBITDA were USD 8.7 million and USD 3.4 million in the third quarter respectively, with positive contribution from demobilization fees from both vessels. In the period from the completion of the merger with Energy Drilling on 26 May to 30
September 2025, SeaBird Exploration generated revenues of USD 11.8 million and EBITDA of USD 4.8 million.
Market
OBN seismic stands out as the strongest segment in the seismic industry driven by strong growth in infrastructure-led exploration (ILX) over the last few years, and contract duration and pricing have increased over the past couple of years. Focus on increased oil recovery and near field developments will continue to be an important demand driver for OBN source services. OBN source is expected to be SeaBird's primary seismic offering going forward.
Rates are expected to stabilize at current levels in the short term and later improve as oil companies continue to deploy OBN, also in more conventional exploration. With quality tonnage, SeaBird is in a good position to secure consistent high utilization.
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
Market and outlook
General Outlook
The offshore oil and gas services market continued to show signs of gradual improvement through the third quarter, supported by firm underlying energy demand and a steady flow of new project activity. While sentiment is improving, the overall market remains characterized by selective competition and moderate pricing pressure in several sub-segments.
Oil companies remain disciplined in capital spending but seem to continue to prioritize projects tied to production maintenance. Activity levels have been sustained across key offshore regions, particularly in Asia-Pacific, and the pipeline of new opportunities remains solid into 2026.
Drilling market summary
Offshore oil and gas activity in Asia-Pacific remains robust, underpinned by sustained energy demand and a solid pipeline of large development projects. During 2025, new partnerships between Supermajors and local national oil companies have been announced which is expected to accelerate development particularly in Indonesia and Malaysia.
The tender rig market continues to operate close to full capacity, supported by sustained activity in Thailand and Indonesia. Malaysia continues to lag in activity, with overall contract awards below historical trends. However, several developments are nearing final investment decisions, supporting increased activity in Malaysia going forward.
Day rates for shallow-water units have faced some pressure due to the high availability of rigs in the Middle East and strong competition for long-term work. However, recent operator interest in new multiyear campaigns suggest a more active tendering outlook.
With a young and efficient fleet, Energy Drilling is well positioned to capture new opportunities as regional activity remains high. The company continues to benefit from long-term customer relationships and operational reliability, supporting steady utilization and earnings visibility despite a competitive market backdrop.
Seismic market summary
The seismic market remains driven by activity in the ocean-bottom node (OBN) segment, which continues to outperform the broader industry. OBN acquisition has established itself as the preferred technology for infrastructure-led exploration (ILX) and enhanced recovery programs, implying strong long term fundamentals for SeaBird's services.
Oil companies' focus on optimizing production from existing assets and developing near-field prospects continues to support demand for high-end source services. At the same time, OBN deployment is gradually expanding into more conventional exploration programs, broadening the addressable market.
For SeaBird Exploration, OBN source operations are expected to remain the core business going forward. With high-quality vessels and an experienced operational team, the company is well positioned to maintain strong utilization in a market characterized by limited vessel supply and improving contract discipline.
Risk and uncertainties
Following the business combination of SeaBird Exploration and Energy Drilling in 2025, the Group has a broader operational scope with a more complex risk landscape, including operational, financial, geopolitical, and compliance-related exposures.
Energy Holdings is committed to active and structured risk management. The Group applies mitigating measures including contractual risk assessments, comprehensive insurance, preventative maintenance and asset integrity programs, and compliance monitoring.
These measures are designed to reduce exposure and maintain resilience across market cycles, regulatory environments, and operational challenges.
Operational risks
The Group's operations face risks that can affect asset utilization, safety, and business continuity. Offshore drilling involves high-risk activities such as blowouts, well control incidents, equipment failures, and environmental hazards. Additionally, mobilization and demobilization, especially across regions, require complex logistics, regulatory compliance, and heavylift operations, which may cause injuries, asset damage, or extended downtime. In the Group's seismic operations, additional risks include capsizing, grounding, and collisions.
Cybersecurity threats have increased alongside ongoing digitalization. Successful attacks could disrupt operational control systems, offshore activities, and result in safety incidents or financial losses.
The Group's reliance on third-party suppliers and skilled offshore personnel further exposes it to potential delays, cost increases, and reduced efficiency due to supplier shortages and high industry demand.
Although the Group maintains comprehensive insurance, coverage may not fully protect against catastrophic events. Environmental incidents involving hazardous substances, such as fuel or drilling fluids, risk regulatory penalties, reputational damage, and cleanup liabilities.
Macroeconomic and industry risks
The Group's performance is closely tied to global oil and gas activity, which is influenced by commodity prices, geopolitical developments, regulatory changes, and the energy transition. Prolonged price downturns or reduced exploration spending may lower demand and impact utilization and day rates. Prolonged low demand increases rig idleness could significantly affect operations.
Geopolitical and regulatory risks
The Group operates in regions with elevated political and regulatory risks. Instability, conflict, or regulatory changes may disrupt operations or increase costs. Exposure to sanctioned jurisdictions or counterparties could lead to reputational damage, contract loss, or legal penalties.
Operations in jurisdictions with elevated corruption and compliance risks may lead to fines or reputational damage. Ongoing tax audits and complex crossborder tax regulations may also lead to additional liabilities or disputes. The Group is also exposed to currency and tax risks from multi-jurisdictional operations
Financial risks
Failure to secure financing on acceptable terms could materially impact liquidity, debt servicing, operational flexibility, and overall financial health. As of the date of this report, the Group's financial position is considered to be strong, and liquidity risk is considered low
Environmental, social and governance (ESG)
Sustainability is a core consideration in Group's operations. Through its seismic services, the Group enables more efficient exploration, helping clients lower their environmental footprint. The Group also works to minimize its own impact by renewing its fleet, optimizing transit speeds, and investing in modern equipment. In its rig operations, it maintains a young and capable fleet, providing high-quality assets that meet international standards while supporting safe, efficient, and responsible offshore activities.
Across all operations, the Group is committed to practices that strengthen both environmental and social performance, from maintaining safe working environments to driving continuous efficiency improvements. Energy Holdings recognizes the importance of aligning with global sustainability goals and continues to explore opportunities to further reduce its footprint and contribute to the energy transition.
Responsibility statement
Declaration of the members of the board of directors and the officials responsible for the preparation of the interim condensed financial statements.
In accordance with Article 10, subsections (3) (c) and (7) of the Cyprus Transparency Requirements (Securities for Trading on Regulated Market) Law of 2007 (the "Law") we, the members of the Board of Directors and the Company official responsible for the drafting of the condensed consolidated interim financial statements of SED Energy Holdings Plc for the period 1 January 2025 to 30 September 2025, to the best of our knowledge, declare that:
- The condensed consolidated interim financial statements for the period 1 January to 30 September 2025, that are presented on pages 14 to 33:
- i. have been prepared in accordance with the applicable International Financial Reporting Standard IAS 34 "Interim Financial Reporting" as adopted by the European Union and the provisions of Article 10, subsection (4), of the Law
- ii. provide a true and fair view of the assets and liabilities, the financial position and the profit or losses of SED Energy Holdings Plc and the entities included in the consolidated financial statements as a whole.
- The Interim Management Report includes a fair review of the information required by subsection (6) of Article 10 of the Law.
Limassol, Cyprus – 25 November 2025 The Board of Directors and Management of SED Energy Holdings Plc
Alf Christian Thorkilsen Chairman
Kurt Magne Waldeland
Director & Chief Executive Officer
Kjell Erik Jacobsen
Director
Marcus Chew Siong Huat
Director
Lefki Savvidou
Director
Pantelis Evangelou
Director
Tan Ching Chin
Director
Savvas Savvides
Director
Zhao Beijia
Director
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Third Quarter | Nine Months Ended | ||||
|---|---|---|---|---|---|
| All figures in USD '000 | Note | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 |
| Contract revenues | 3 | 49,053 | 27,462 | 145,625 | 86,808 |
| Other revenues | 3 | 1,634 | 1,988 | 5,671 | 5,706 |
| Total revenues | 3 | 50,687 | 29,450 | 151,297 | 92,514 |
| Cost of sales | 4 | -20,522 | -14,595 | -60,967 | -42,990 |
| Selling, general and administrative expenses |
-6,768 | -1,413 | -17,925 | -4,113 | |
| Other net expenses | 1 | - | 1 | - | |
| EBITDA1 | 23,398 | 13,443 | 72,406 | 45,412 | |
| Depreciation | 7 | -10,226 | -4,619 | -29,775 | -15,967 |
| Operating profit | 13,172 | 8,824 | 42,631 | 29,445 | |
| Finance Income | 47 | 84 | 88 | 191 | |
| Finance expense | -3,337 | -1,703 | -8,842 | -5,952 | |
| Other financial items, net | 1,028 | -898 | -1,056 | -1,435 | |
| Profit before income tax | 10,911 | 6,306 | 32,822 | 22,249 | |
| Income tax | 6 | -3,151 | -995 | -17,480 | -3,646 |
| Profit/(loss) for the period | 7,760 | 5,312 | 15,342 | 18,603 | |
| Other comprehensive income, net of tax | - | - | - | - | |
| Total comprehensive profit for the period | 7,760 | 5,312 | 15,342 | 18,603 | |
| Average earnings per share - in USD |
|||||
| Basic | 11 | 0.01 | 0.01 | 0.02 | 0.03 |
| Diluted | 11 | 0.01 | 0.01 | 0.02 | 0.03 |
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Figures in USD '000 | Note | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|---|
| ASSETS | ||||
| Property, plant and equipment | 7 | 336,296 | 304,630 | 308,802 |
| Right-of-Use asset | 7 | 9,575 | 4,823 | 1,177 |
| Goodwill | 13,857 | - | - | |
| Non-current investments | 28 | - | - | |
| Total non-current assets | 359,756 | 309,453 | 309,979 | |
| Inventories | 8 | 23,787 | 21,579 | 21,663 |
| Trade receivables | 28,402 | 27,896 | 25,368 | |
| Other current assets | 10,181 | 1,688 | 11,060 | |
| Restricted cash | 10 | 12,263 | 17,766 | 13,509 |
| Cash and cash equivalents | 10 | 53,558 | 9,620 | 18,358 |
| Total current assets | 128,191 | 78,549 | 89,958 | |
| Total assets | 487,947 | 388,002 | 399,937 | |
| EQUITY AND LIABILITIES | ||||
| Nominal value | 11 | 137,937 | 16,036 | 16,036 |
| Share premium | 11 | 276,488 | 7,086 | 5,022 |
| Other Equity | -61,093 | 247,731 | 261,664 | |
| Total Equity | 353,333 | 270,853 | 282,722 | |
| Non-current borrowings | 9 | 51,630 | 44,100 | 24,400 |
| Non-current lease | 9 | 7,778 | - | 185 |
| Non-current contract liabilities | 3,311 | 4,698 | 7,059 | |
| Other non-current liabilities | 1,815 | 1,320 | 1,604 | |
| Total non-current liabilities | 64,534 | 50,118 | 33,248 | |
| Current borrowings | 9 | 20,066 | 26,900 | 38,600 |
| Current lease | 9 | 9,778 | 5,042 | 1,050 |
| Current contract liabilities | 5,166 | - | 5,982 | |
| Trade payables | 6,751 | 7,908 | 14,235 | |
| Other payables | 24,221 | 26,536 | 23,899 | |
| Provisions and other liabilities | 624 | - | - | |
| Tax payable | 6 | 3,474 | 645 | 201 |
| Total current liabilities | 70,080 | 67,031 | 83,967 | |
| Total liabilities | 134,614 | 117,149 | 117,215 | |
| Total equity and liabilities | 487,947 | 388,002 | 399,937 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Nine Months Ended | ||||
|---|---|---|---|---|
| All figures in USD '000 | Note | Sep 30, 2025 | Sep 30, 2024 | |
| Profit / (loss) before income tax | 32,822 | 22,249 | ||
| Adjustments for: | ||||
| Depreciation, amortization and impairment | 7 | 29,775 | 15,967 | |
| Interest expense on financial liabilities | 8,825 | 5,952 | ||
| Other items | 897 | 3,000 | ||
| Paid income tax | 6 | -15,609 | -3,646 | |
| (Increase)/decrease in inventories | 8 | -1,701 | -5,234 | |
| (Increase)/decrease in trade and other receivables | 7,101 | 10,346 | ||
| Increase/(decrease) in trade and other payables | -15,811 | -1,800 | ||
| Net cash from operating activities | 46,297 | 46,834 | ||
| Capital expenditures | 7 | -4,612 | -44,630 | |
| Net cash used in investing activities | -4,612 | -44,630 | ||
| Proceeds from issuance of ordinary shares | 100 | - | ||
| Receipts from borrowings | 9 | 75,000 | 75,000 | |
| Repayment of borrowings | 9 | -78,180 | -56,300 | |
| Interest paid | -4,212 | -5,952 | ||
| Lease payments | -1,836 | -3,276 | ||
| Other | 1,397 | - | ||
| Net cash from financing activities | -7,732 | 9,472 | ||
| Cash and cash equivalents at beginning of the period | 10 | 31,867 | 15,710 | |
| Net (decrease)/increase in cash and cash equivalents | 33,954 | 11,676 | ||
| Cash and cash equivalents at end of the period | 10 | 65,821 | 27,386 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Figures in USD 000's | Note | Nominal value | Share premium |
Other Equity | Total equity |
|---|---|---|---|---|---|
| Equity as of 1 January, 2024 | 16,036 | 20,908 | 215,905 | 252,849 | |
| Profit/(Loss) | - | - | 18,603 | 18,603 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income | - | - | 18,603 | 18,603 | |
| Capital distribution | - | -13,822 | 12,191 | -1,630 | |
| Other equity transactions | - | - | 1,032 | 1,032 | |
| Equity as of 30 September 2024 | 16,036 | 7,086 | 247,731 | 270,853 | |
| Equity as of 1 January, 2025 | 16,036 | 5,022 | 261,664 | 282,722 | |
| Profit/(Loss) | - | - | 15,342 | 15,342 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income | - | - | 15,342 | 15,342 | |
| Private placement | 121,901 | 274,294 | - | 396,195 | |
| Capital distribution | - | -2,827 | - | -2,827 | |
| Other equity transactions | - | - | -338,098 | -338,098 | |
| Equity as of 30 September 2025 | 137,937 | 276,488 | -61,093 | 353,333 |
NOTES TO THE 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.
Note 1 | General information
SED Energy Holdings Plc ("Energy Holdings", the "Company" or the "Group") consists of SED Energy Holdings Plc (previously SeaBird Exploration Plc) and its subsidiaries. The parent company's registered address is Panteli Katelari 16, DIAGORAS HOUSE, 7th floor, 1097, Nicosia, Cyprus. The Company is listed on the Oslo Stock Exchange under the ticker symbol "ENH". The principal activity of the Group is to invest in and operate assets within tender assisted drilling and the seismic acquisition shipping segment.
Note 2 | Basis of preparation and changes to the Group's accounting policies
The condensed interim consolidated financial statements for the period ended 30 September 2025, have been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting" (IAS 34).
For all periods up to and including the year ended 31 December 2024, the Group prepared its financial statements in accordance with Financial Reporting Standards in Singapore. The Financial Reporting Standards in Singapore are in all material respect in compliance with International Financial Reporting Standards (IFRS) as adopted by EU, and no material differences have been identified. Accordingly, the accounting policies used in preparing the condensed interim consolidated financial statements are consistent with those used in consolidated financial statements of Energy Drilling PTE. Ltd. for the year ended 31 December 2024 unless otherwise stated.
The condensed interim consolidated financial statements do not include all information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements of Energy Drilling PTE. Ltd. for the year ended 31 December 2024, available on www.energyholdings.cy. The financial statements for the first nine months, as approved by the board of directors on 25 November 2025, are unaudited.
Note 3 | Revenue
The company has no outstanding performance obligations as of 30 June 2025.
Revenue split on type of contract
| Third Quarter | Nine Months Ended | ||||
|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | |
| Time-charter revenue | 49,053 | 27,462 | 145,625 | 86,808 | |
| Other revenue | 1,634 | 1,988 | 5,671 | 5,706 | |
| Total revenues | 50,687 | 29,450 | 151,297 | 92,514 |
The amount of revenue as presented above represents the revenue net of discounts.
Time of revenue recognition
| Figures in USD '000 | Third Quarter | Nine Months Ended | |||
|---|---|---|---|---|---|
| Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | ||
| At a point in time | - | - | - | - | |
| Over time | 50,687 | 29,450 | 151,297 | 92,514 | |
| Total revenues | 50,687 | 29,450 | 151,297 | 92,514 |
Set out below is the amount of revenue recognized from
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Amounts included in contract liabilities at the beginning of the period |
13,041 | - | - |
| Amounts included in contract liabilities at the end of the period | 8,477 | 4,698 | 13,041 |
Revenue split on geography
| Figures in USD '000 | Third Quarter | Nine Months Ended | |||
|---|---|---|---|---|---|
| Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | ||
| Myanmar | - | 5,523 | 5,148 | 17,412 | |
| Thailand | 30,176 | 23,916 | 99,548 | 75,091 | |
| Maylasia | 11,669 | - | 34,759 | ||
| Other | 8,842 | 11 | 11,841 | 11 | |
| Total revenues | 50,687 | 29,450 | 151,297 | 92,514 |
Note 4 | Cost of goods sold
| Third Quarter | Nine Months Ended | ||||
|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | |
| Repair and Maintenance | 5,786 | 5,329 | 17,765 | 15,425 | |
| Seismic and maritime expenses | 2,267 | - | 2,874 | - | |
| Personnel and related cost | 7,289 | 6,997 | 34,339 | 20,731 | |
| Other operating expenses | 5,180 | 2,269 | 5,989 | 6,834 | |
| Total cost of goods sold | 20,522 | 14,595 | 60,967 | 42,990 |
Note 5 | Segment information
SED Energy Holdings Plc. is a holding company focused on the energy space. The company has two main verticals, notably Energy Drilling and SeaBird Exploration, which also forms the basis of the reporting segments.
Energy Drilling is a leading provider of tender assisted drilling services. Headquartered in Singapore, Energy Drilling controls approximately 38% of the world's actively marketed tender rigs, strategically positioned to address Southeast Asia's growing demand for natural gas.
SeaBird Exploration is a leading global provider of marine source vessel services to the Oil & Gas industry. Headquartered in Bergen, Norway, SeaBird Exploration owns and operates two high-end source vessels positioned to address the growing demand for OBN services in the Western Hemisphere.
| Nine Months Ended 2025 | ||||||
|---|---|---|---|---|---|---|
| Figures in USD '000 | Energy Drilling |
SeaBird Exploration |
Other and elimination |
Total | ||
| Total revenues | 139,456 | 11,841 | 0 | 151,297 | ||
| Cost of sales | -54,860 | -6,106 | -1 | -60,967 | ||
| Selling, general and administrative expenses | -16,134 | -925 | -865 | -17,925 | ||
| EBITDA1 | 68,462 | 4,810 | -866 | 72,406 | ||
| Depreciation | -26,778 | -2,536 | -461 | -29,775 | ||
| Operating profit | 41,684 | 2,274 | -1,326 | 42,631 |
| Third Quarter 2025 | |||||
|---|---|---|---|---|---|
| Figures in USD '000 | Energy Drilling |
SeaBird Exploration |
Other and elimination |
Total | |
| Total revenues | 41,948 | 8,740 | 0 | 50,687 | |
| Cost of sales | -15,971 | -4,551 | - | -20,522 | |
| Selling, general and administrative expenses | -5,404 | -746 | -618 | -6,768 | |
| EBITDA1 | 20,572 | 3,444 | -618 | 23,398 | |
| Depreciation | -7,987 | -1,893 | -345 | -10,226 | |
| Operating profit | 12,585 | 1,551 | -963 | 13,172 |
| Nine Months Ended 2024 | |||||
|---|---|---|---|---|---|
| Figures in USD '000 | Energy Drilling |
SeaBird Exploration |
Other and elimination |
Total | |
| Total revenues | 92,514 | - | - | 92,514 | |
| Cost of sales | -42,990 | - | - | -42,990 | |
| Selling, general and administrative expenses | -4,113 | - | - | -4,113 | |
| EBITDA1 | 45,412 | - | - | 45,412 | |
| Depreciation | -15,967 | - | - | -15,967 | |
| Operating profit | 29,445 | - | - | 29,445 |
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report
| Third Quarter 2024 | |||||
|---|---|---|---|---|---|
| Figures in USD '000 | Energy Drilling |
SeaBird Exploration |
Other and elimination |
Total | |
| Total revenues | 29,450 | - | - | 29,450 | |
| Cost of sales | -14,595 | - | - | -14,595 | |
| Selling, general and administrative expenses | -1,413 | - | - | -1,413 | |
| EBITDA1 | 13,443 | - | - | 13,443 | |
| Depreciation | -4,619 | - | - | -4,619 | |
| Operating profit | 8,824 | - | - | 8,824 |
Note 6 | Income tax
For Energy Drilling, the current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where Energy Drilling operates and generates taxable income.
In 2024 Energy Drilling and its subsidiaries was awarded Maritime Sector Incentive - Approved International Shipping Enterprise (MSI-AIS) Scheme by the Maritime Port Authority in Singapore. The main benefit of the scheme is a corporate tax exemption on qualifying income and covers a broad range of income derived from shipping activities that include offshore drilling rigs and other offshore oil & gas assets. The exemption also extends to qualifying dividends from approved subsidiaries and associated shipping companies. The exemption is for a 10-year period and is subject to a five-yearly review and can be extended for further ten-year periods upon re-application.
For SeaBird Exploration, the current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where SeaBird operates and generates taxable income.
The Group has been subject to a tax audit by the Thai Revenue Department regarding withholding tax obligations on payments under certain intra-group bareboat agreements for the period September 2022–June 2025. In the third quarter of 2025, the Company settled and paid a withholding tax amount of USD 9.9 million for the said period. The amount was provided for in the second quarter of 2025.
| Third Quarter | Nine Months Ended | ||||
|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | |
| Current period | 3,151 | 995 | 7,540 | 3,646 | |
| Adjustment for prior periods | - | - | 9,940 | - | |
| Total current tax | 3,151 | 995 | 17,480 | 3,646 |
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Current tax liabilities | 3,474 | 645 | 201 |
| Non-current tax liabilities | - | - | - |
| Total tax liabilities | 3,474 | 645 | 201 |
1 Alternative performance measures (APMs). For definitions and reconciliations, please refer to the APM section of this report.
Note 7 | Property, plant and equipment
| Figures in USD 000's | Vessels and equipment |
Rigs and equipment |
Right of use assets |
Total |
|---|---|---|---|---|
| Net book amount as of 1 January, 2024 | - | 271,368 | 98 | 271,466 |
| Additions | - | 44,906 | 9,047 | 53,954 |
| Sale of assets | - | - | - | |
| Depreciation | - | -11,645 | -4,322 | -15,967 |
| Impairment | - | - | ||
| Net book amount as of 30 September 2024 |
- | 304,630 | 4,823 | 309,453 |
| Cost | - | 421,505 | 9,324 | 430,828 |
| Accumulated depreciation and impairment |
- | -116,875 | -4,500 | -121,376 |
| Net book amount as of 30 September 2024 |
- | 304,630 | 4,823 | 309,453 |
| Net book amount as of 1 January, 2025 | - | 308,802 | 1,177 | 309,979 |
| Inclution of SeaBird Exploration |
45,874 | 45,874 | ||
| Additions | 677 | 4,110 | 15,005 | 19,793 |
| Sale of assets | - | |||
| Depreciation | -2,997 | -20,170 | -6,607 | -29,775 |
| Impairment | - | |||
| Net book amount as of 30 September 2025 |
43,554 | 292,742 | 9,575 | 345,871 |
| Cost | 75,459 | 434,549 | 24,505 | 534,513 |
| Accumulated depreciation and impairment |
-31,905 | -141,807 | -15,299 | -189,011 |
| Net book amount as of 30 September 2025 |
43,554 | 292,742 | 9,575 | 345,871 |
Depreciation on property, plant and equipment is calculated on a straight-line basis (historical cost less residual value) over their estimated useful lives, as follows:
• Vessels, equipment and conversion expenditures: Up to 27 years
• Rigs, equipment and conversion expenditures: Up to 30 years
• Movable equipment: 3 to 10 years
• Office equipment: 3 years
Note 8 | Inventories
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Marine gas oil | 282 | - | - |
| Lube oil | 303 | - | - |
| Spare parts | 23,202 | 21,579 | 21,663 |
| Total inventories | 23,787 | 21,579 | 21,663 |
Note 9 | Interest-bearing liabilities
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Bank loan | 70,050 | 71,000 | 63,000 |
| Current | 19,800 | 26,900 | 38,600 |
| Non-current | 50,250 | 44,100 | 24,400 |
| Other financing | 1,646 | - | - |
| Current | 266 | - | - |
| Non-current | 1,380 | - | - |
| Lease liabilities | 17,556 | 5,042 | 1,235 |
| Current | 9,778 | 5,042 | 1,050 |
| Non-current | 7,778 | - | 185 |
| Total | 89,252 | 76,042 | 64,235 |
The Group has one senior secured term loan facility of USD 75 million secured by two of the Group's rigs. The term loan facility has a tenor of 33 months from drawdown and is facilitated by a group of international banks. The borrowers are two rig owning subsidiaries and is guaranteed by the Company.
The loan agreement of the Company includes the following covenants, which the company is in compliance with as of 30 September 2025:
- The Company's book equity ratio shall be above 40% of Total Assets.
- The Company's minimum net worth is above USD 100 million; and
- The Borrowers shall have minimum cash of at least USD 3 million on a consolidated basis (DSRA).
As per 30 September 2025, SeaBird Exploration have one loan facility of USD 1,6 million that relates to equipment provided in the conversion of the "Fulmar Explorer".
Note 10 | Cash and short-term deposits
The restricted cash is mainly related to cash deposits to support issuance of performance bonds, bid-bonds and other bank guarantees required in the ordinary course of business as well as DSRA and retention funds related to the Bank loan
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Restricted cash | 12,263 | 17,766 | 13,509 |
| Cash and cash equivalents | 53,558 | 9,620 | 18,358 |
| Cash and bank balances | 65,821 | 27,386 | 31,867 |
Note 11 | Shares and share capital
| Sep 30, 2025 |
Jun 30, 2024 | Dec 31, 2024 | |
|---|---|---|---|
| Number of authorized ordinary shares | 800,000,000 | 658,681,918 | 658,681,918 |
| Number of authorized B-shares | 200,000,000 | ||
| Total number of authorized shares | 1,000,000,000 | 658,681,918 | 658,681,918 |
| Number of issued ordinary shares | 617,884,552 | 645,065,247 | 645,065,247 |
| Number of issued B-shares | 108,100,000 | ||
| Total number of issued shares | 725,984,552 | 645,065,247 | 645,065,247 |
| Nominal value per share | USD 0.19 |
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.
| Third Quarter | Nine Months Ended | Full year | |||
|---|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
| Weighted number of issued shares |
725,984,552 | 645,065,247 | 683,127,147 | 645,065,247 | 645,065,247 |
| Weighted number of fully diluted issued shares |
744,140,254 | 645,065,247 | 701,282,849 | 645,065,247 | 645,065,247 |
The weighted average number of shares outstanding in the current interim period has been determined based on the actual number of the Company shares outstanding during the period. This includes 80.4 million shares outstanding prior to the reverse acquisition transaction, plus 645.5 million shares issued as consideration to the former shareholders of Energy Drilling PTE. Ltd. The weighted average reflects the timing of the share issue on 26 May 2025.
For the comparative interim period, the weighted average number of shares has been restated to reflect the capital structure of the legal parent as if the reverse acquisition had occurred at the beginning of the earliest period presented. This is calculated by multiplying the number of ordinary shares of Energy Drilling PTE. Ltd. outstanding during the comparative period by the exchange ratio defined in the transaction, with the resulting weighted average reflecting the movements in Energy Drilling PTE. Ltd.'s share capital during that period.
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Note 12 | Share-based payments
The employee share option program consists of 18.2 million options as of 30 September 2025. The options will vest over a given period from the grant date (ranging nil to three years) and are exercisable at any time within the predefined exercise period (ranging one year to five years). The options have an average exercise price of NOK 3.04.
Estimated value of the share options granted, reduced for services not rendered, as of 30 September 2025, is presented in equity as share options granted.
| Sep 30, 2025 | Sep 30, 2024 | |
|---|---|---|
| Total number of options at 1 January | 2,973,503 | 2,973,503 |
| Inclusion of SeaBird Exploration |
1,033,333 | - |
| Granted during the year | 17,122,369 | - |
| Forfeited during the year | -2,973,503 | - |
| Exercised in year | - | - |
| Expired in year | - | - |
| Total number of options at 30 September | 18,155,702 | 2,973,503 |
| of which is vested | 13,857,720 | 2,973,503 |
| of which is non-vested | 4,297,983 | - |
| Total options | 18,155,702 | 2,973,503 |
The total value of share options granted is calculated using the Black-Scholes model, assuming that all the options will be exercised. 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
- Given exercise price for the given option trance the given year at grant date
- Time to maturity for the given option tranches
- Assume no dividends
- A risk-free interest rate
Note 13 | Related party disclosures
No related party transactions have occurred during the period
Shareholding
Management and the board of directors, as of 30 September 2025 held the following shares on own account:
| Name | Title | Ordinary shares | % ownership total outstanding shares |
Outstanding options* |
|---|---|---|---|---|
| Alf Christian Thorkildsen | Chairman | - | - | - |
| Kjell Erik Jacobsen | Board Member | - | - | - |
| Kurt Magne Waldeland | Board Member / CEO |
- | - | 3,951,316 |
| Marcus Chew Siong Huat | Board Member / CEO Energy Drilling |
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 | - | - | - |
| Viggo Pedersen | CFO Energy Drilling |
443,034 | 0.06% | 3,951,316 |
| Finn Atle Hamre | CEO SeaBird Exploration |
15,125 | 0.00% | 453,333 |
| Sveinung Bergene Alvestad | CFO SeaBird Exploration |
44,843 | 0.01% | 366,667 |
*Please see Note 12 for further information of the company's share option program.
On 11 March 2025, Mr. Viggo Pedersen, CFO of Energy Drilling, exercised an option to purchase 100,000 shares in Energy Drilling at a purchase price of USD 1 per share. The shares were held in treasury by Energy Drilling.
Note 14 | 20 largest shareholders
20 largest shareholders as of 30 September 2025
| Name | A-shares | B-shares | Total | % 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% |
| ADVOKATFIRMAET CLP DA | 83,157,067 | - | 83,157,067 | 11.5% | 13.5% |
| GLOBALFUND CAPITAL PTE LTD | 47,514,382 | - | 47,514,382 | 6.5% | 7.7% |
| SHS Holding ltd | 28,289,977 | - | 28,289,977 | 3.9% | 4.6% |
| MH CAPITAL AS | 10,159,676 | - | 10,159,676 | 1.4% | 1.6% |
| Chew | 6,724,529 | - | 6,724,529 | 0.9% | 1.1% |
| ALDEN AS | 6,545,288 | - | 6,545,288 | 0.9% | 1.1% |
| ANDERSON INVEST AS | 6,098,626 | - | 6,098,626 | 0.8% | 1.0% |
| GRUNNFJELLET AS | 5,100,000 | - | 5,100,000 | 0.7% | 0.8% |
| UBS AG | 2,631,213 | - | 2,631,213 | 0.4% | 0.4% |
| DNB Carnegie Investment Bank AB | 2,489,416 | - | 2,489,416 | 0.3% | 0.4% |
| RØD | 2,341,116 | - | 2,341,116 | 0.3% | 0.4% |
| Nordnet Bank AB | 2,187,334 | - | 2,187,334 | 0.3% | 0.4% |
| SIGSTAD | 1,700,000 | - | 1,700,000 | 0.2% | 0.3% |
| NORDNET LIVSFORSIKRING AS | 1,416,847 | - | 1,416,847 | 0.2% | 0.2% |
| HUBRIS INDUSTRIER AS | 1,308,333 | - | 1,308,333 | 0.2% | 0.2% |
| KFS AS | 1,060,000 | - | 1,060,000 | 0.1% | 0.2% |
| Avanza Bank AB | 953,245 | - | 953,245 | 0.1% | 0.2% |
| F STORM AS | 953,122 | - | 953,122 | 0.1% | 0.2% |
| Total top 20 | 577,691,834 | 108,100,000 | 685,791,834 | 94.5% | 93.5% |
| Total remaining shareholders | 40,192,718 | - | 40,192,718 | 5.5% | 6.5% |
| Total shares outstanding | 617,884,552 | 108,100,000 | 725,984,552 | 100.0% | 100.0% |
Note 15 | Business Combination
Background
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.
The business combination was undertaken with the aim of establishing Energy Holdings as a stronger and more diversified industrial investor. The transaction sought to enhance scale, reduce single-asset risk, and improve access to the capital markets.
Accounting treatment
In accordance with IFRS 3 Business Combinations, the transaction is accounted for as a reverse acquisition, where Energy Drilling is identified as the accounting acquirer and SeaBird Exploration as the legal acquirer. Consequently, the consolidated financial statements reflect a continuation of Energy Drilling's financial statements, with the following implications:
- The assets and liabilities of Energy Drilling (the accounting acquirer) are recognized at their pre-combination carrying amounts.
- The identifiable assets and liabilities of SeaBird Exploration are recognized at fair value.
- The equity structure presented in the consolidated financial statements reflects that of SeaBird Exploration, the legal acquirer.
The acquisition date is determined to be 26 May 2025. The fair value of the consideration transferred, including the newly issued shares, amounted to USD 399.2 million, based on a share price of NOK 6.24. Transaction costs and other directly attributable expenses related to the issuance of the Consideration Shares, amounting to approximately USD 1 million, are included in other operating expenses.
Preliminary purchase price allocation
The identifiable assets and liabilities of SeaBird Exploration have been adjusted to reflect their estimated fair value at the acquisition date. Fair value of the consideration applicable to SeaBird Exploration is USD 49.8 million.
Fair value of assets and liabilities recognized as a result of the business combination are:
| Figures in USD '000s | Fair value |
|---|---|
| Property, plant and equipment | 45,874 |
| Non-current investments | 101 |
| Inventories | 424 |
| Trade receivables | 4,170 |
| Contract assets | 117 |
| Other current assets | 3,676 |
| Restricted cash | 45 |
| Cash and cash equivalents | 1,397 |
| Total assets | 55,803 |
| Non-current borrowings | 8,764 |
| Current borrowings | 3,147 |
| Trade payables | 4,210 |
| Current contract liabilities | 120 |
| Other payables | 1,626 |
| Provisions and other liabilities | 624 |
| Tax payable | 1,402 |
| Total liabilities | 19,893 |
| Net identifiable assets acquired | 35,910 |
| Goodwill | 13,857 |
| Net assets acquired | 49,767 |
Goodwill has been recognized as the residual value and represents the future economic benefits from assets that cannot be individually identified, including workforce expertise and synergies.
Pro forma financial information
Had the business combination with Energy Drilling occurred on 1 January 2025, the Group would have reported consolidated pro forma revenue of USD 164.2 million and a consolidated pro forma profit of USD 25.2 million for the nine months period ended 30 September 2025. The consolidated pro forma results have been adjusted for transaction costs and additional depreciation that would have been charged from 1 January 2025. This information is illustrative and not indicative of actual and future results.
Note 16 | Events after the reporting period
On 18 November 2025, the Company announce that the semi-submersible tender-assist drilling rig GHTH, owned by its wholly owned subsidiary Energy Drilling, has successfully commenced operations under its previously disclosed 21 month contract with PTT Exploration and Production Public Company Limited ("PTTEP"). The rig began operations following the timely and on-budget completion of preparatory work in Singapore.
On 12 November 2025, the Company announce that its wholly owned subsidiary, SeaBird Exploration, has signed a three-month contract extension for OBN source work for the Fulmar Explorer in the Western Hemisphere. The contract extension brings the firm contract period to mid-March 2026 and the client has additional options to further extend the contract to mid-June 2026. Commercial terms are the same as the initial contract.
On 20 October 2025, the Company announced that the tender-assist drilling rig EDrill-2, owned by its wholly owned subsidiary Energy Drilling, has successfully commenced operations under its previously announced five-year contract with PTT Exploration and Production Public Company Limited ("PTTEP"). EDrill-2 mobilized to the Gulf of Thailand, where it began operations following the timely and on-budget completion of preparatory work in Singapore.
On 3 October 2025, The Company completed the USD 40m cash distribution for first half as approved at the Annual General Meeting 26 June 2026.
ALTERNATIVE PERFORMANCE MEASURES
In addition to the financial figures prepared in accordance with International Financial Reporting Standards (IFRS), the Group presents certain Alternative Performance Measures (APMs) that are used by management to monitor the company's financial performance, financial position, cash flows, and operational development. The APMs are not standardized financial measures under IFRS and may therefore not be comparable with similar measures used by other companies.
The Group's APMs should not be viewed in isolation or as a substitute for the IFRS financial measures, but rather as a complement to better understand the company's development and financial health.
Profit Measures
EBITDA
Earnings before interest, taxes, depreciation and amortization, calculated by adding back depreciation and amortization to the operating profit (EBIT).
EBIT
Earnings before interest and taxes (EBIT) corresponds to "operating income" in the consolidated income statement in the report.
Margins
EBITDA margin and EBIT margin are used to compare relative profit between periods. EBITDA margin and EBIT margin are calculated as EBITDA or EBIT divided by total revenue.
Special items
Special items may not be indicative of the recurring operating results or cash flows of the company. Profit measures excluding special items are presented as alternative measures to improve comparability of the underlying business performance between the periods.
| Third Quarter | Nine Months Ended | |||
|---|---|---|---|---|
| Figures in USD '000 | Q3 2025 | Q3 2024 | Sep 30, 2025 | Sep 30, 2024 |
| Total revenue | 50,687 | 29,450 | 151,297 | 92,514 |
| Adj. total revenue | 50,687 | 29,450 | 151,297 | 92,514 |
| SG&A | 6,768 | 1,413 | 17,925 | 4,113 |
| Special items excluded from SG&A | 569 | 144 | 8,081 | 451 |
| Adj. SG&A | 6,199 | 1,268 | 9,844 | 3,662 |
| EBITDA | 23,398 | 13,443 | 72,406 | 45,412 |
| Special items excluded from EBITDA | 569 | 144 | 8,081 | 451 |
| Adj. EBITDA | 23,967 | 13,587 | 80,487 | 45,863 |
| EBITDA margin | 46% | 46% | 48% | 49% |
| Adj. EBITDA margin | 47% | 46% | 53% | 50% |
| EBIT | 13,172 | 8,824 | 42,631 | 29,445 |
|---|---|---|---|---|
| Special items excluded from EBITDA | 569 | 144 | 8,081 | 451 |
| Adj. EBIT | 13,742 | 8,968 | 50,712 | 29,896 |
| EBIT margin | 26% | 30% | 28% | 32% |
| Adj. EBIT margin | 27% | 30% | 34% | 32% |
| Net profit | 7,760 | 5,312 | 15,342 | 18,603 |
| Special items excluded from EBIT | 569 | 144 | 8,081 | 451 |
| Special items excluded from financing items | - | - | 1,101 | 1,078 |
| Special items excluded from tax items | - | - | 9,940 | - |
| Adj. Net profit | 8,329 | 5,456 | 34,464 | 20,132 |
| Weighted number of shares | 725,984,552 | 645,065,247 | 683,127,147 | 645,065,247 |
| Weighted number of fully diluted shares | 744,140,254 | 645,065,247 | 701,282,849 | 645,065,247 |
| Average earnings per share - in USD |
||||
| Basic | 0.01 | 0.01 | 0.02 | 0.03 |
| Diluted | 0.01 | 0.01 | 0.02 | 0.03 |
| Average Adj .earnings per share - in USD |
||||
| Basic | 0.01 | 0.01 | 0.05 | 0.03 |
| Diluted | 0.01 | 0.01 | 0.05 | 0.03 |
Balance sheet measures
Net interest-bearing debt (NIBD)
Net interest-bearing debt (NIBD) consists of total interest-bearing debt, including lease liabilities, less cash and cash equivalents
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Current borrowings | 20,066 | 26,900 | 38,600 |
| Current lease | 9,778 | 5,042 | 1,050 |
| Current interest-bearing debt | 29,844 | 31,942 | 39,650 |
| Non-current borrowings | 51,630 | 44,100 | 24,400 |
| Non-current lease | 7,778 | - | 185 |
| Non-current interest-bearing debt | 59,409 | 44,100 | 24,585 |
| Restricted cash | 12,263 | 17,766 | 13,509 |
| Cash and cash equivalents | 53,558 | 9,620 | 18,358 |
| Cash and cash equivalents | 65,821 | 27,386 | 31,867 |
| Net interest-bearing debt | 23,431 | 48,656 | 32,367 |
NIBD/LTM EBITDA
NIBD/LTM EBITDA is derived by dividing net-interest bearing debt by EBITDA for the last twelve months (LTM).
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Net interest-bearing debt | 23,431 | 48,656 | 32,367 |
| Adj. EBITDA (Last twelve months) | 103,323 | 60,539 | 68,699 |
| NIBD/LTM Adj. EBITDA (x) | 0.2x | 0.8x | 0.5x |
Equity ratio
Equity ratio is derived by dividing total equity by total assets.
| Figures in USD '000 | Sep 30, 2025 | Sep 30, 2024 | Dec 31, 2024 |
|---|---|---|---|
| Total assets | 487,947 | 388,002 | 399,937 |
| Total Equity | 353,333 | 270,853 | 282,722 |
| Equity ratio (%) | 72% | 70% | 71% |
Order backlog and operational measures
Revenue backlog
Represents the sum of estimated future undiscounted revenue from secured customer contracts, including contracts signed after the balance sheet date, but excluding contract options that may be exercised after the initial contract term. Revenue backlog may be subject to price indexation or other factors that could delay or impact revenue realization.
Economic utilization
Economical utilization is calculated based on actual paid operating days divided by available days for all rigs and vessels.
Technical utilization
Technical is calculated based on actual paid operating days divided by number of contracted days for rigs and vessels excluding yard-stays, transit or idle time between contracts.
