First quarter 2025

Interim financial statements for the three months ended 31 March 2025

15 May 2025

Content

▪	Highlights of the quarter ………………….	3
▪	Key figures ………………………………………………	3
▪	CEO letter ……………………………	4
▪	Financial review ……………………………………	5
▪	Operational review by segment ……	6
▪	Corporate events ……………………	7
▪	Risks and uncertainties …………………….	8
▪	Outlook ………………	9
▪	Financial statements ………………………….	10

Highlights:

Revenue of NOK 2,9 billion compared to NOK 2,45 billion in Q4, representing a 18% increase
Adjusted EBITDA of NOK 428 million, up from NOK 128 million in Q4, reflecting high activity levels across the business and phasing of profit recognition in major projects
Solid order backlog of NOK 8.1 billion, with high ongoing bid activity across all companies
Strong balance sheet with a cash balance of NOK 924 million at the end of the quarter, giving a leverage ratio of 0.3x
Refinancing completed with the placement of USD 130 million bond with a 5 year-tenure
Ocean Installer, a subsidiary of Moreld AS, extended the charter of the construction support vessel North Sea Giant until Q1 2027, including a new 18-month option through Q4 2029
Moreld continues to advance the uplisting process to Euronext Oslo Børs, as communicated during the IPO
Dividend of NOK 0.42 per share proposed for the quarter, pending final approval in AGM
The next quarterly dividend expected to remain at the same level and is scheduled for August, in line with the company's distribution policy
EBITDA guidance range for 2025 is increased to NOK 0.95 to 1.2 billion

Key figures:

(NOK million)	Q1 2025	Q4 2024	Proforma Q1 20241	Proforma FY 20241
Revenue	2,903	2,450	1,594	9,151
EBITDA	900	472	282	2,322
Adjusted EBITDA excl. IFRS 16 (Less one-off transaction cost)	428	128	136	1,075
EBITDA excl. IFRS 16	418	98	136	1,002
Order backlog2 (Contracted order backlog excl. options)	8,318	9,941	10,935	9,941
Cash balance	924	1,500	n.a.	1,500
Available liquidity (Cash and unused credit facilities)	1,115	1,697	n.a.	1,697
Net interest-bearing debt (Excl. IFRS 16 lease liabilities)	448	146	n.a.	146
Leverage ratio (NIBD / LTM proforma EBITDA excl. IFRS 16)	0.3x	0.1x	n.a.	0.1x

¹ Ocean Installer included from January 1st on a proforma basis. The acquisition of Ocean Installer closed June 28th , 2024, pro forma balance figures are not calculated for Q1 2024 as the capital structure is not comparable ² See note 4 for breakdown per segment

CEO Letter

Moreld kicks off 2025 with a solid performance, maintaining momentum across our operations

In the first quarter, Moreld's revenue reached NOK 2.9 billion, and adjusted EBITDA excl. IFRS 16 amounted to NOK 428 million, up from NOK 136 million in the corresponding period in the prior year. In addition to the high activity levels there was an additional positive effect on EBITDA in the quarter due to profit recognition from subsea projects in West Africa that started in Q4.

Strong operational momentum

The first quarter saw high activity levels, with the group nearly fully booked. This resulted in strong personnel and vessel utilization, demonstrating our capacity to effectively manage increased demand across multiple projects.

By the end of Q1, Moreld employed a workforce of almost 3,000 people. This robust workforce was key in driving our performance and delivering on client expectations, further strengthening our position in the market.

On 12 February 2025 Ocean Installer exercised a charter extension option for the North Sea Giant, providing access to the vessel until Q4 2029. This provides the company with the capacity to take on more subsea installation scopes globally in the coming years.

During the quarter Ocean Installer also concluded the flagship Castberg project for Equinor. After seven years of work, this successful conclusion underscores our ability to execute complex, long-term projects with precision and expertise.

Safeguarding our employees

Ensuring the safety of our employees is our license to operate. As activity levels rise, the risk of safety incidents increases, and management is actively engaged through regular site visits and continuous dialogue with suppliers and customers to address safety concerns and reinforce best practices. This proactive approach helps us mitigate risks and maintain a strong safety culture as we expand our operations.

Securing the future in an uncertain macro environment

During the first quarter of 2025, global markets have experienced significant volatility, driven by rising tariffs, inflation, and fluctuations in currency rates and energy prices. Geopolitical shifts create an unpredictable macroeconomic environment for businesses worldwide. To overcome these challenges, we remain committed to what we do best: delivering high-quality services and solutions in our core areas.

On 21 February we completed the refinancing of the group's debt with the placement of USD 130 million bond with a 5 year-tenure. With a solid balance sheet in place, Moreld is set for the future.

On the back of the strong Q1 results, Moreld increases the EBITDA guidance for 2025 from NOK 0.9 - 1.1 billion to NOK 0.95 - 1.2 billion.

Sincerely,

Geir Austigard

Chief Executive Officer

Financial review

Profit and loss

In the first quarter, Moreld delivered revenue of NOK 2,903 million and an EBITDA of NOK 900 million. Adjusted EBITDA excl. IFRS 16 ended at NOK 428 million. The operating result ended at NOK 373 million.

Net profit was NOK 40 million, a result of the refinancing concluded in February. As part of the refinancing, the group incurred financial expenses of NOK 318 million. This includes a make-whole premium of NOK 200 million and expense of NOK 118 million in financing fees that had been amortized on the bond that was repaid.

A significant portion of Moreld's operations consists of large-scale projects, where revenue and margins may fluctuate from quarter to quarter depending on project phase and the scope of purchased goods. Due to the phasing of profit recognition there was a steep incline in the margin compared to the previous quarter. Historically Q1 and Q4 are quarters with lower seasonal activity for the group subsidiaries.

Financial position and liquidity

Gross interest-bearing debt excl. lease liabilities at the end of the first quarter was NOK 1,372 million, consisting of the USD 130 million bond that was raised in February 2025.

In addition to the cash balance of NOK 924 million, Moreld has unused credit facilities of NOK 191 million.

This gives a net interest-bearing debt excl. lease liabilities at the end of the fourth quarter of NOK 448 million.

Cash flow

Cash flow from operations in the first quarter ended at positive NOK 240 million. Cash flow from investing activities ended at negative NOK 14 million. Cash flow from financing activities ended at negative NOK 801 million. The cash flow from financing activities is mainly impacted by lease payments which under IFRS 16 is considered as financing activities and the repayment premiums incurred as part of the refinancing concluded in February.

The cash balance includes NOK 291 million in prepayments from customers which will be used to fund ongoing projects.

The revolving credit facility of NOK 191 million in place with SR-Bank is untapped as of end of March 2025.

Operational review

Moreld is organized in three segments; Moreld Apply, Ocean Installer and Global Maritime.

Moreld Apply

Moreld Apply continued the positive trend from last quarter, reaching revenue of NOK 1.1 billion, while the EBITDA margin increased to 8.5 per cent. Compared to Q1 2024, revenue was up 48 per cent, representing a substantial step-up in activity year over year.

Moreld Apply has experienced significant growth over the last two quarters, reflecting increasing activity in the Draupner high activity period (several projects) as well as installation work at the Boliden Odda Zinc plant upgrade project. The increase in EBITDA margin compared to the previous quarter was mainly driven by a lower share of pass-through revenue from materials.

The order backlog declined from NOK 4.9 billion to approximately NOK 4.2 billion during the quarter, as project activity outpaced new order intake. Securing its future backlog remains a key priority in Moreld Apply. During the first quarter, substantial investments have been made in sales and tender activities, and these efforts are set to continue into Q2.

As a response to high activity levels, the company further strengthened its emphasis on safety, implementing several extraordinary campaigns, conducting safety timeouts, and increasing the frequency of management site visits.

Ocean Installer

Ocean Installer delivered extraordinarily strong results in the quarter, this was partly driven by the degree of completion of major projects and profit recognition of work conducted in the fourth quarter.

* Ocean Installer included from January 1st on a proforma basis

Revenue for the first quarter amounted to almost NOK 1.6 billion, while EBITDA reached NOK 329 million. This represents a significant increase compared to Q4 when two key vessels were in long intercontinental transits, combined with the initiation of several projects.

During the quarter the company had two vessels deployed in Angola to undertake significant subsea projects for Total Energies and Baker Hughes. Additionally, the company was engaged in projects for Equinor in the Barents Sea and on the Åsgård field in the Norwegian Sea.

Ocean Installer reached a significant milestone in the quarter with the successful completion of the Johan Castberg project, which involved the installation of moorings, tow-out, and hook-up of the FPSO in the Barents Sea. This complex project began in 2018 and marks a major achievement for the company.

Order intake for the quarter reached NOK 0.8 billion, while the order backlog at the end of the quarter declined to NOK 3.6 billion.

Global Maritime

Global Maritime maintained activity levels comparable to the previous quarter, with a noticeable increase in momentum as the quarter progressed.

The company delivered revenue of NOK 206 million and an EBITDA of NOK 5 million. Revenue increased by 7 per cent compared to the first quarter of 2024, while EBITDA was considerably lower. This is mainly due to the Hywind Scotland main component exchange project which started during Q1 2024 and was a key contributor to the high profitability levels in the comparable quarter last year.

Activity levels within the company are generally lowest in the first and last quarters of the year, primarily due to reduced demand for marine operations services in the North Sea. However, the company's global business lines, Marine Services and Marine Warranty, continued to experience growth during the quarter. Combined, these two business lines had a revenue growth of more than 23 per cent compared to the first quarter of 2024.

During the quarter the contracted backlog decreased from the record level of NOK 536 million at the year-end to NOK 466 million at the end of March. The company has a high level of ongoing bid activity and is continuing to collaborate with Ocean Installer to build a robust project pipeline, particularly focused on marine operations and securing new frame agreements for marine services and engineering.

Corporate events

Refinancing and issuance of USD 130 million senior secured bond

On January 24, 2025, Moreld AS placed a USD 130 million senior secured bond with a maturity of 5 years. The bonds will pay a semi-annual coupon of 9.875% per annum. An application will be made for the bond to be listed on the Oslo Stock Exchange. The net proceeds from the bond issue were used to refinance the remainder of the USD 225 million senior secured notes that Aurora Group Plc, a wholly owned subsidiary of Moreld AS, issued in June 2024.

Extension of charter party for North Sea Giant

Ocean Installer AS, a wholly owned subsidiary of Moreld AS, has exercised an option to extend the charter party of the vessel "North Sea Giant" with the vessel's shipowner North Sea Shipping AS until the end of the first quarter of 2027. In addition to an existing one-year extension option, Ocean Installer and North Sea Shipping AS have agreed to a new 18 month extension option, which allows Ocean Installer to extend the charter party until the fourth quarter of 2029

Risks and uncertainties

Moreld is exposed to various risk factors, including, but not limited to, operational, market and financial risks.

Demand for the Group's products and services depends on market sentiment in the oil and gas sector and the willingness of oil and gas companies to invest. In accordance with industry practice, several of the contracts in the current order backlog are subject to changes in the scope of services to be provided and adjustments to the activity level relating to the contracts. For example, many of the contracts entered into by the Group are framework agreements where the scope and size of call-off orders placed by the customers are uncertain.

Recent global tariff tensions and the potential for increased oil production from OPEC nations have introduced renewed volatility in oil prices. A sustained decline in oil prices resulting from these factors may lead operators to reduce capital expenditures or defer planned construction and maintenance activities.

Such reductions in upstream investment directly impacts demand for Moreld's services, posing a risk to the company's order backlog, revenue stability, and long-term growth prospects. The company remains vigilant in monitoring market dynamics and maintaining operational flexibility to navigate these uncertainties.

To reach its financial targets the Group is dependent on its ability to renew and extend existing contracts, and to win new contracts. The Group has certain long-term contracts with a limited number of companies, the largest of which is Equinor Energy AS. The limited number of customers increases the Group's financial risk if one of its customers chooses a competitor of the Group.

The Group relies on third-party chartering of vessels to provide services to its customers. The market for offshore vessels is cyclical, and market fluctuations could therefore lead to changes in charter rates and vessel availability going forward.

Order backlog

Moreld's backlog declined to NOK 8.3 billion during the first quarter, compared to NOK 9.9 billion in the previous quarter. Due to the nature of the projects and frame agreements the company targets, backlog growth is typically non-linear, with significant increases following major contract awards, and periods of stability or gradual decline as work progresses.

During the quarter, Moreld had a combined order intake of NOK 1 280 million. There is currently high tender activity in all three subsidiaries and decisions will be taken on key contract awards in the remainder of 2025.

Outlook

Progressing into the second quarter, activity levels are expected to remain high. To keep up the momentum in the longer term the group currently invests heavily in sales and tender activities with the aim of strengthening the group's Maintenance & Modification and SURF backlog in particular.

While macroeconomic and geopolitical uncertainty has increased over recent months, the group has not yet seen any direct material impact on its business. Following the refinancing, the group is also equipped to handle a change in risk appetite in the market that could potentially lead to project postponements or a drop in margin levels.

On the back of the strong Q1 results and activity level heading into Q2, Moreld increases the EBITDA guidance for 2025 from NOK 0.9 - 1.1 billion to NOK 0.95 - 1.2 billion.

Financial statements

Condensed consolidated statement of profit and loss

For the quarter ended 31 March 2025		2025	2024	2024
Amounts in NOK thousand	Note	Q1	Q11	Full year1
Revenue from contracts with customers		2 900 357	938 861	7 124 588
Other operating income		2 861	2 581	11 791
Revenue and income		2 903 218	941 442	7 136 379
Cost of sales		(1 292 322)	(436 406)	(3 085 902)
Salaries and personnel expenses		(594 769)	(356 043)	(2 111 317)
Other operating expenses		(116 504)	(58 119)	(415 898)
EBITDA		899 623	90 873	1 523 262
Depreciation, amortization and impairment losses	5, 6, 7	(526 917)	(41 018)	(1 068 694)
Share of profit in associates		-	-	(7 920)
Operating result (EBIT)		373 426	49 856	446 648
Interest income		189	9 414	44 263
Interest expenses	9	(112 813)	(66 685)	(410 372)
Other financial expenses	10	(324 454)	(1 985)	(398 445)
Changes in fair value of financial instruments		-	-	(439 680)
Net foreign exchange gains (losses)		135 374	(57 875)	(188 011)
Net financial expense		(301 703)	(117 131)	(1 392 244)

Net profit / (-loss) before tax from continuing operations		71 723	(67 276)	(945 556)
Income tax expense	12	(31 061)	14 801	70 607
Net profit / (-loss) for the period after tax from continuing operations		40 662	(52 475)	(874 989)
Net profit / (-loss) for the period after tax from discontinuing operations		-	7 390	172 000
Profit of the period		40 662	(45 085)	(702 989)
Attributable to: Equity holders of the parent company Non-controlling interests		40 662 -	(47 324) 2 240	(711 288) 8 299
Total Attributable		40 662	(45 085)	(702 989)
Earnings per share: Basic and diluted, profit of the period attributable to equity holders of the parent		0,23	(0,27)	(4,05)
Earnings per share from continuing operations Basic and diluted, profit from continuing operations attributable to equity holders of the parent		0,23	(0,31)	(5,02)

¹Ocean Installer included from 28 June 2024. Ross Offshore and Capnor is presented as discontinued operations.

Condensed consolidated statement of comprehensive income

	2025	2024	2024
Amounts in NOK thousand	Q1	Q1	Full year
Profit of the period	40 662	(45 085)	(702 989)
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign operations	20 677	3 487	(23 296)
Other comprehensive income / (-loss) for the period	20 677	3 487	(23 296)
Total comprehensive income / (-loss) for the period	61 339	(41 597)	(726 285)
Attributable to:
Equity holders of the parent company	61 339	(43 837)	(734 584)
Non-controlling interests	-	2 240	8 299
Total attributable	61 339	(41 597)	(726 285)

Condensed consolidated statement of financial position

Amounts in NOK thousand	Notes	31.03.25	31.12.24

Assets
Property, plant and equipment	7	182 481	195 714
Goodwill	6	885 132	885 132
Intangible assets	6	455 090	483 406
Right of use assets	5	1 860 654	2 073 710
Other non-current assets		2 710	2 894
Deferred tax assets		230 742	225 000
Total non-current assets		3 616 807	3 865 855

Inventories		38 504	39 863
Trade and other receivables		966 108	1 110 561
Contract assets		1 111 232	498 691
Other current assets		155 559	172 795
Cash and short-term deposits		924 104	1 500 144
Total current assets		3 195 507	3 322 053
Total assets		6 812 314	7 187 909

Condensed consolidated statement of financial position

Amounts in NOK thousand	Notes	31.03.25	31.12.24
Equity and Liabilities
Paid in capital
Retained earnings		945 407 (142 408)	902 301 (203 747)
Equity attributable to the equity holders		802 999	698 554
Non-controlling interests		(622)	(622)
Total equity		802 377	697 932

Interest bearing loans and borrowings	8	1 337 503	1 527 708
Other non-current financial liabilities		9 500	10 041
Lease liabilities		998 442	1 230 913
Net employee defined benefit liabilities		9 656	7 537
Deferred tax liabilities		268 948	253 169
Total non-current liabilities		2 624 049	3 029 369

Lease liabilities		749 844	796 873
Trade and other payables		706 785	754 988
Contract liabilities		649 877	805 354
Income tax payables		19 539	51 103
Other current liabilities		1 260 842	1 052 290
Total current liabilities		3 385 888	3 460 608

Total liabilities		6 009 937	6 489 976
Total equity and liabilities		6 812 314	7 187 909
	Stavanger, 15 May 2025
Julian McIntyre	Venkat Siva	Mark Dickinson
Chair of the Board	Director		Director
Neil Hartley	Trond Rosnes		Ole Slorer
Director	Director		Director
	Geir Austigard Chief Executive Officer

Condensed consolidated statement of cash flow

	Notes	2025	2024	2024
Amounts in NOK thousand		Q1	Q1	Full year
Cash flow from operating activities
Profit of the period		40 662	(45 085)	(702 989)
Non-cash change in fair value on financial instruments		-	-	439 680
Non-cash effect from warrants recognized as financial			-
liabilities		-		69 019
Refinancing expenses classified as financing cashflows		200 289	-	161 839
Depreciation, amortization and impairment losses	5, 6, 7	526 197	41 018	1 068 694
Net foreign exchange differences		(82 810)	(11 719)	233 237
Interest received		(189)	(9 414)	(44 263)
Interest paid		36 848	66 685	221 643
Change in inventories		1 359	(2 724)	(2 846)
Change in trade and other receivables		(468 088)	81 245	2 424
Change in trade and other payables		(204 680)	(103 185)	(32 102)
Change in other current liabilities		258 758	(25 006)	125 819
Cash flows from operating activities		308 346	(8 184)	1 540 155
Interest received
Interest paid		189	9 414	44 263
Taxes paid		(36 848)	(66 685)	(221 643)
		(31 654)	(7 750)	(12 033)
Net cash flows from operating activities		240 122	(73 205)	1 350 742
Cash flow from investing activities
Purchase of property, plant and equipment	7	(2 426)	(3 266)	(28 767)
Purchase of intangible assets	6	(11 883)	(3 681)	(34 743)
Cash outflow from acquisitions		-	-	(494 298)
Cash inflow from divestments		-	-	258 430
Net cash flows from investing activities		(14 309)	(6 948)	(299 377)
Cash flows from financing activities
Proceeds from interest bearing loans and borrowings	8	1 457 586	-	2 287 559
Repayment of interest-bearing loans and borrowings	8, 9	(1 828 921)	-	(2 136 246)
Payment of lease liabilities	5	(481 892)	(9 476)	(802 534)
New equity received		51 992	-	874 175
Dividend paid to non-controlling interests			(4 950)
Change in other non-current liabilities		-	(519)	(8 774)
Net cash flows from financing activities		(511) (801 745)	(14 945)	7 425 221 605

Net change in cash and cash equivalents		(575 932)	(95 098)	1 272 970
Cash and cash equivalents at beginning of period		1 500 144	185 710	185 710
Effects of exchange rate changes		(108)	570	41 464
Cash and cash equivalents at end of period		924 104	91 182	1 500 144

Condensed consolidated statement of changes in equity

NOK thousand	Paid in capital	Retained earnings	Foreign currency reserve	Equity attributable to the Equity Holders	Non controlling interests	Total Equity
Balance at 31 December 2024		902 301 (180 452)	(23 296)	698 553		(622) 697 932
Capital contribution greenshoe option	51 992	-	-	51 992	-	51 992
Transaction cost deducted from equity	(8 886)	-	-	(8 886)	-	(8 886)
Comprehensive income
Net income / (-loss) for the period	-	40 662	-	40 662	-	40 662
Other comprehensive income / (-loss) for the period	-	-	20 677	20 677	-	20 677
Total comprehensive income	-	40 662	20 677	61 339	-	61 339
Balance at 31 March 2025		945 407 (139 780)	(2 619)	802 998		(622) 802 377

The stabilisation period following the IPO ended 17 January 2025. At the same time, Pareto Securities AS acting as stabilisation manager exercised its option to require Moreld to issue new shares at a price of NOK 13.95 per share. On this basis, the board of directors of Moreld resolved on 20 January 2025 to increase Moreld's share capital by NOK 372,702.30, by the issuance of 3,727,023 new shares to the stabilisation manager. The new share capital of Moreld will be NOK 17,955,511.90, divided into 179,555,119 shares, each with a par value of NOK 0.10. The net proceeds received from the greenshoe option following the IPO was NOK 51.992 million.

NOK thousand	Paid in capital	Retained earnings	Foreign currency reserve	Equity attributable to the Equity Holders	Non controlling interests	Total Equity
Balance at 31 December 2023	618	(21 158)	-	(20 540)	23 820	3 280
Comprehensive income Net income / (-loss) for the period Other comprehensive income / (-loss) for the	-	(47 324)	-	(47 324)	2 240	45 085
period Total comprehensive income	- -	- (47 324)	3 487 3 487	3 487 (43 837)	- 2 240	3 487 (41 597)
Balance at 31 March 2024	618	(68 482)	3 487	(54 377)		26 060 (38 317)

Notes

Note 1 – General information

The condensed consolidated financial statement for the first quarter of 2025 covers Moreld AS, its subsidiaries and shares in associated companies accounted for in accordance with the equity method.

The Moreld Group offers comprehensive services to the offshore energy, renewable and onshore markets.

Note 2 – Basis for preparation

Interim financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting) and in accordance with IFRS® Accounting Standards as adopted by the EU. Interim financial statements do not include the same amount of information as the full financial statements and should be read in conjunction with the consolidated financial statements for 2024. The consolidated financial statements for 2024 were prepared in compliance with the Norwegian Accounting Act and IFRS® Accounting Standards as adopted by the EU. The accounting principles used in the quarterly report are the same as those applied to the consolidated financial statements for 2024.

The interim financial statements have been subject to a review in accordance with the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Company.

Note 3 – Judgement, estimates and assumptions

The preparation of the company's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Use of available information and application of judgement are inherent in the formation of estimates.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Actual results in the future could differ from such estimates, and the differences may be material to the consolidated financial statements. These estimates are reviewed regularly, and if a change is needed, it is accounted for in the period the change becomes known.

The group based its assumptions and estimates on parameters available when the consolidated financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The key considerations in connection with the application of the group's accounting principles and the major sources of uncertainty remain the same as when the 2024 consolidated financial statements were compiled.

Note 4 – Operating segments

Operating segments are identified based on the Group's internal management and reporting structure. The Group's chief operating decision maker (CODM), who is responsible for the allocation of resources and assessment of performance in the different operating segments, is defined as the Group CEO. The main indicator of financial performance used by the CODM is EBITDA excl. IFRS 16, and this is therefore used as the basis for the segment reporting. Recognition and measurement applied to segment reporting are consistent with the accounting principles applied when preparing the financial statements.