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Odfjell Technology

Quarterly Report Nov 7, 2025

9908_rns_2025-11-07_1bd78dd0-6f57-431c-a939-c04b97a38043.pdf

Quarterly Report

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Report for the 3 rd quarter of

HIGHLIGHTS

Combining 50 years of industry experience with the technology of tomorrow, we develop solutions for the changing energy market.

Well Services

  • ✔ Tubular running
  • ✔ Rental services
  • ✔ Well intervention
  • ✔ Wired drillpipe
  • ✔ Casing drilling

Projects & Engineering

  • ✔ Project and Engineering
  • ✔ Modifications and upgrades
  • ✔ Construction and installation
  • ✔ Asset integrity & rig inspection
  • ✔ Marine & subsea services

Operations

  • ✔ Platform drilling contracts for 16 installations in Norway and the UK
  • ✔ Management of MOUs and jack-ups
  • ✔ Contract lead for providing integrated service solutions for P&A market
  • ✔ Drilling and maintenance crews
  • ✔ Equipment maintenance and recertification

KEY FINANCIALS Q 3 202 5

NOK 1,434m 1.28 NOK 202m

Q3 revenue Leverage ratio EBITDA

NOK 459m NOK 12.4b 2.0X

Cash and cash equivalents Revenue Backlog EBITDA backlog vs NIBD

Key figures for the Group

All
figures
in
NOK
million
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Operating
revenue
1,434 1,334 4,138 3,977 5,427
EBITDA 202 201 587 634 825
EBIT 134 119 382 381 491
Net
profit
(loss)
102 39 262 178 253
EBITDA
margin
14% 15% 14% 16% 15%
Total
assets
4,240 3,863 4,177
Net
interest
bearing
debt
931 570 509
Equity 1,233 1,248 1,375
Equity
ratio
29% 32% 33%
  • Operating revenue of NOK 1,434 million compared to NOK 1,334 million in Q3 2024.
  • EBITDA of NOK 202 million compared to NOK 201 million in Q3 2024.
  • EBITDA margin of 14% compared to an EBITDA margin of 15% in Q3 2024.
  • The Group's contract backlog is NOK 12.4 billion, whereof NOK 7.6 billion is firm backlog.

Key figures Segments

Well Services

  • Operating revenue of NOK 462 million compared to NOK 462 million in Q3 2024.
  • EBITDA of NOK 148 million compared to NOK 146 million in Q3 2024.
  • EBITDA margin of 32% compared to an EBITDA margin of 32% in Q3 2024.

Operations

  • Operating revenue of NOK 758 million compared to NOK 644 million in Q3 2024.
  • EBITDA of NOK 62 million compared to NOK 50 million in Q3 2024.
  • EBITDA margin of 8% compared to an EBITDA margin of 8% in Q3 2024.

Projects & Engineering

  • Operating revenue of NOK 159 million compared to NOK 161 million in Q3 2024.
  • EBITDA of NOK 10 million compared to NOK 14 million in Q3 2024.
  • EBITDA margin of 6% compared to an EBITDA margin of 9% in Q3 2024.

Highlights 2025

Dividend

6 November 2025, the Board of Directors approved a dividend distribution of NOK 60 million equating to 1.52 NOK per share with a payment date of 27 November 2025.

Improvement programme

The improvement programme initiated in 2024 is progressing as planned, and is seeing positive contributions. Q3 EBITDA includes restructuring expenses related to the programme totalling NOK 2.4 million bringing the total for the year to NOK 18 million.

Investment

Odfjell Technology has made a strategic equity investment for a 10% stake in Reelwell for NOK 40 million. In addition, the cooperation agreement with Reelwell AS has been extended to five years, with options for five additional one‑year extensions.

This move underscores Odfjell Technology's confidence in Reelwell's DualLink digital pipe technology, which enhances drilling efficiency, thereby reducing emissions. DualLink provides realtime telemetry and reliable downhole power, delivering advanced operational control, while supporting more sustainable drilling practices. This represents a significant step forward in combining efficiency with environmental responsibility.

Contracts

Dragon Oil (Turkmenistan) Ltd. has exercised a three-year extension for the provision of tubular running, fishing, and drilling rental tool services in Turkmenistan. The exercised option extends the contract until 31 July 2028 and represents a material addition to the Group's firm backlog. Under the terms of the agreement, a further extension option of up to four years remains available at the discretion of the client.

In Q1 Well Services signed a new contract with ConocoPhillips Skandinavia AS (ConocoPhillips) for the provision of Tubular Running Services (TRS). The contract has a firm duration of 3 years, with options for an additional 3+3 years.

Additionally, ConocoPhillips Skandinavia AS exercised a three-year extension for the provision of platform drilling operation and maintenance services in Norway.

The exercised option means that the contract is extended until 1 July 2028 and represents a significant addition to the Group's firm backlog. A further 3-year option remains valid under the contract.

Listing of bond

On the 11 April 2025, Odfjell Technology Ltd listed the bond OTL02 on the Euronext Oslo Børs.

Termination of contract

On 15 May 2025 Brunei Shell Petroleum Company Sendirian Berhad (the "Client", "BSP") terminated the contract for provision of a mobile workover awarded 27 August 2024. The Client reiterates that the termination is not related to the performance of Odfjell Technology and the two parties remain open to working together on future potential projects. Odfjell Technology will close out the contract in accordance with terms and conditions of the contract. Expenses will be reimbursed by the client and there will be limited financial effect in 2025.

Group financials

(Comparable figures for last comparable period in brackets.)

Profit Q3 2025

Operating revenue for Q3 2025 was NOK 1,434 million (NOK 1,334 million), an increase of NOK 100 million. There is an increased revenue in the Operations segment related to changes in contract portfolio, partly offset by decreased revenue in Corporate/GBS.

Other gains and losses in Q3 2025 were NOK 9 million (NOK 4 million), related to net gain on disposal of fixed assets in the Well Services segment.

EBITDA in Q3 2025 was NOK 202 million (NOK 201 million), an increase of NOK 1 million. Q3 2025 EBITDA includes restructuring expenses of NOK 2 million related to the improvement programme initiated in 2024. The EBITDA margin in Q3 2025 was 14% (15%).

Depreciation and amortisation amounted to NOK 68 million in Q3 2025 (NOK 82 million), a decrease of NOK 14 million mainly related to Well Services equipment.

Share of loss from associated companies amounted to NOK 6 million (share of profit NOK 1 million).

Net financial expenses in Q3 2025 amounted to NOK 29 million (NOK 72 million), a decrease of NOK 43 million. The 2024 financial expenses include NOK 43.5 million related to the refinancing process finalised in September 2024.

Profit before tax in Q3 2025 was NOK 99 million (NOK 49 million).

Income tax expense in Q3 2025 was positive NOK 2 million (expense of NOK 10 million). The Q3 2025 income tax was affected by a NOK 7 million positive adjustment related to 2024 taxable profits in Saudi Arabia.

Net profit was NOK 102 million (NOK 39 million).

Profit YTD 2025

Operating revenue YTD 2025 was NOK 4,138 million (NOK 3,977 million), an increase of NOK 161 million. There is an increased revenue in the Operations segment related to changes in contract portfolio, partly offset by decreased revenue in Corporate/GBS.

Other gains and losses YTD 2025 was NOK 27 million (NOK 29 million). The 2025 amount relates to net gain on disposal of fixed assets in the Well Services segment, while the 2024 figure also includes a gain of NOK 10 million related to reduced owning interest in Odfjell Oceanwind AS.

EBITDA YTD 2025 was NOK 587 million (NOK 634 million), a decrease of NOK 47 million. YTD 2025 EBITDA includes restructuring expenses of NOK 18 million related to the improvement programme initiated in 2024. The EBITDA margin YTD 2025 was 14% (16%).

Depreciation and amortisation YTD 2025 amounted to NOK 205 million (NOK 253 million), a decrease of NOK 48 million mainly related to Well Services equipment.

Share of loss from associated companies amounted to NOK 13 million (NOK 2 million). Refer to Note 16 for further information.

Net financial expenses YTD 2025 amounted to NOK 86 million (NOK 162 million), a decrease of NOK 76 million. As explained above, the 2024 financial expenses include NOK 43.5 million related to last year's refinancing process. There is also a reduction in net interest expenses of NOK 18 million, and a positive variance in net currency losses of NOK 14 million.

Profit before tax YTD 2025 was NOK 284 million (NOK 216 million).

Income tax expense YTD 2025 was NOK 21 million (NOK 38 million). The YTD 2025 income tax expenses was affected by a NOK 7 million positive adjustment related to 2024 taxable profits in Saudi Arabia.

Net profit was NOK 262 million (NOK 178 million).

Balance sheet

Total assets as at 30 September 2025 amounted to NOK 4,240 million (NOK 4,177 million at 31 December 2024), an increase of NOK 63 million.

Total equity as at 30 September 2025 amounted to NOK 1,233 million (NOK 1,375 million at 31 December 2024), a decrease of NOK 142 million. The equity ratio was 29% at 30 September 2025 (33% at 31 December 2024).

Net interest-bearing debt as at 30 September 2025 amounted to NOK 931 million (NOK 509 million as at 31 December 2024), an increase of NOK 422 million, mainly related to the USD 30 million drawn on the Revolving Credit Facility (RCF).

At 30 September 2025, cash amounted to NOK 459 million (NOK 576 million at 31 December 2024), a decrease of NOK 117 million.

Cash flow Q3 2025

Net cash flow from operating activities in Q3 2025 was positive NOK 103 million (NOK 134 million). This includes net interest payments of NOK 28 million (NOK 43 million), and income taxes payments of NOK 38 million (NOK 9 million).

Net cash outflow from investing activities in Q3 2025 was NOK 130 million (NOK 104 million). The cash outflow in 2025 is mainly due to purchase of Well Services equipment.

Net cash flow from financing activities in Q3 2025 was NOK 69 million (cash outflow NOK 102 million). In Q3 2025, the Group paid dividends of NOK 60 million (NOK 45 million), and had NOK 9 million (NOK 8 million) in instalments on leases.

Cash flow YTD 2025

Net cash flow from operating activities YTD 2025 was positive NOK 199 million (NOK 289 million). This includes net interest payments of NOK 74 million (NOK 101 million), and income taxes payments of NOK 85 million (NOK 56 million).

Net cash outflow from investing activities YTD 2025 was NOK 376 million (NOK 269 million). The cash outflow in 2025 is mainly due to purchase of Well Services equipment, in addition to the NOK 42 million equity investment for a 10% stake in Reelwell AS.

Net cash flow from financing activities YTD 2025 was NOK 104 million (cash outflow NOK 186 million). NOK 312 million was drawn on the RCF, and a fee of NOK 4 million was paid. In addition, the Group paid dividends of NOK 180 million (NOK 105 million), and had NOK 25 million (NOK 31 million) in instalments on leases.

Segments

(Comparable figures for last comparable period in brackets.)

Well Services

All
figures
in
NOK
million
Q3
25
Q3
24*
YTD
25
YTD
24*
FY
24
Operating
revenue
462 462 1,397 1,390 1,891
EBITDA 148 146 429 481 628
EBIT 94 73 263 256 340
EBITDA
margin
32% 32% 31% 35% 33%

*EBITDA and EBIT restated, refer to information in Note 2

Q3 2025

Operating revenue for the Well Services segment in Q3 2025 was NOK 462 million (NOK 462 million). Norway has increased, whereas every other region has decreased. Soft market conditions in Europe and UK, and in Middle East & Asia, improvements in Kuwait and Thailand were offset by a lower activity in Malaysia and Saudi Arabia.

EBITDA for the Well Services segment in Q3 2025 was NOK 148 million (NOK 146 million), an increase of NOK 2 million, influenced by a short campaign in Nigeria, additional rental activity in Norway, and good results from cost focused activities. Startup costs in strategic geographic regions are also impacting the figures.

The EBITDA margin for the Well Service segment in Q3 2025 was 32% (32%). The margin for the quarter is improving from the first half of the year, yet re-chargable costs are having a dilution effect. The TRS product line has seen an improvement compared to Q3 2024, as has Wellbore cleaning. Drilling tools remains at the same profitability, but contributes more to the total. Geomarket expansions and new product lines are ramping up and are bringing the quarter's profitability down.

EBIT for the Well Services segment in Q3 2025 was NOK 94 million (NOK 73 million).

YTD 2025

Operating revenue for the Well Services segment in YTD 2025 was NOK 1,397 million (NOK 1,390 million), an increase of NOK 7 million, where the largest improvements are seen in Norway, Kuwait and the Netherlands, while the revenue in Malaysia, Namibia, Saudi Arabia and the UK are lower.

EBITDA for the Well Services segment in YTD 2025 was NOK 429 million (NOK 481 million), a decrease of NOK 52 million, affected by a short campaign in Nigeria, higher activity levels in Kuwait and Thailand, but reduced by lower activity in Namibia and the UK, and a decrease of activity in Saudi Arabia and Malaysia.

Startup costs in strategic geographic regions are also impacting the figures.

The EBITDA margin for the Well Service segment YTD 2025 was 31% (35%). The decrease is driven by a shift in the portion of revenue coming from lower-margin product lines, particularly in the first half of the year. Improvements are seen on product lines such as TRS and Wellbore cleaning.

EBIT for the Well Services segment in YTD 2025 was NOK 263 million (NOK 256 million).

Operations

All
figures
in
NOK
million
Q3
25
Q3
24*
YTD
25
YTD
24*
FY
24
Operating
revenue
758 644 2,053 1,882 2,605
EBITDA 62 50 150 109 146
EBIT 61 49 147 105 143
EBITDA
margin
8% 8% 7% 6% 6%

*EBITDA and EBIT restated, refer to information in Note 2

Q3 2025

Operating revenue for the Operations segment in Q3 2025 was NOK 758 million (NOK 644 million), an increase of NOK 114 million from Q3 2024. There is a different mix of contracts, but Equinor portfolio contributes with a volume increase.

EBITDA for the Operations segment in Q3 2025 was NOK 62 million (NOK 50 million), an increase of NOK 12 million driven by bonus achievements.

The EBITDA margin for the Operations segment in Q3 2025 was 8% (8%).

YTD 2025

Operating revenue for the Operations segment in YTD 2025 was NOK 2,053 million (NOK 1,882 million), an increase of NOK 171 million from YTD 2024. This is mainly explained by different mix of contracts where Equinor portfolio contributes with a volume increase.

EBITDA for the Operations segment in YTD 2025 was NOK 150 million (NOK 109 million), an increase of NOK 41 million due to bonus achievements in both UK and Norway, and additional personnel sales.

The EBITDA margin for the Operations segment in YTD 2025 was 7% (6%).

Projects & Engineering

All
figures
in
NOK
million
Q3
25
Q3
24*
YTD
25
YTD
24*
FY
24
Operating
revenue
159 161 520 507 662
EBITDA 10 14 69 70 90
EBIT 8 12 65 64 84
EBITDA
margin
6% 9% 13% 14% 14%

*EBITDA and EBIT restated, refer to information in Note 2

Q3 2025

Operating revenue for the Projects & Engineering segment in Q3 2025 was NOK 159 million (NOK 161 million), a decrease of NOK 2 million. Activity in Q3 is seasonally driven and highly impacted by the vacation period. Highest workload related to close-out work on the Odfjell Drilling Ltd (ODL) Special Periodic Survey (SPS) projects, the modification & upgrade project on Heidrun B, and the 5-yearly major inspection & maintenance on the Mariner.

EBITDA for the segment in Q3 2025 was NOK 10 million (NOK 14 million).

The EBITDA margin for the segment in Q3 2025 was 6% (9%).

YTD 2025

Operating revenue for the Projects & Engineering segment in YTD 2025 was NOK 520 million (NOK 507 million), an increase of NOK 13 million. Activity in YTD 2025 is mainly driven by SPS activities in ODL's portfolio, with yard-stays on Deepsea Stavanger, Deepsea Aberdeen and Deepsea Bollsta. In addition there has been strong activity on Heidrun B and the Mariner. There has been high utilisation of resources all year.

EBITDA for the segment in YTD 2025 was NOK 69 million (NOK 70 million), a decrease of NOK 1 million.

The EBITDA margin for the segment in YTD 2025 was 13% (14%).

Sustainability Key Figures

The sustainability impacts from Odfjell Technology's business operations are included in Odfjell Technology's integrated Annual Report for 2024, as this describes the Group as of 31 December 2024. The report can be found at: www.odfjelltechnology.com/investor.

Environmental Q3
25
YTD
25
Climate
Change
Scope
1
(tCO2e)*
103.61 182.80
Scope
2
(tCO2e)*
133 393
Pollution
Number
of
spills
to
sea
1 3
Number
of
chemicals
removed/substituted
5 5

* Scope 1 and Scope 2 figures have been updated based on revised data. Values remain indicative as some location data and invoices are still being processed

Governance Q3
25
YTD
25
Registered
cases
in
the
Whistleblowing
Portal
4 13
>
related
to
corruption
or
bribery
- -
>
related
to
harassment
and
discrimination
- 5
>
related
to
severe
human
rights
incidents
to
own
workforce
- -
Social 30.09.2025
Headcount
(employees)
2,390
FTEs
(non-employees)
237
Turnover
(%)
7.2
Sick
leave
(%)
3.9
Diversity
and
inclusion
Women
in
workforce
(%)
14.5
Health
&
Safety
Q3
Total
recordable
injuries
employees
in
own
workforce
5
Total
recordable
injuries
non-employees
in
own
workforce
-
Total
lost
time
injuries
own
workforce
3
Total
lost
time
injuries
non-employees
-
Fatalities -

Outlook

The oil services market has experienced positive development in recent years. However, recent fluctuations in oil prices and supply imbalances have led to a levelling off in market growth.

The focus on alternative energy sources and the future energy mix remains strong. While the transition to greener energy sources is expected to shape the energy market in the coming decades, the continued need for oil and gas exploration and production remains evident.

The global oil services industry is expected to remain robust. Although the emphasis on alternative energy will persist, oil and gas will continue to play a critical role in the energy mix for years to come. Meeting the demands of global economic growth and rising energy consumption will require continued investment in the oil and gas sector to ensure a stable supply.

Odfjell Technology has successfully expanded its backlog, leveraging its strong operational track record, solid client relationships, and healthy balance sheet.

Well Services operates in a competitive market; however, demand for our products is expected to remain strong over the long term. With favourable market fundamentals, Well Services is well positioned to pursue growth opportunities that deliver strong cash flow and sustainable margins.

The market for our Operations services has remained stable over the past decade. We have built a strong presence in the North Sea, underpinned by efficient operations and solid client relationships, which we intend to further capitalise on. Additionally, we see opportunities to expand our Operations activities into new regions.

The Projects & Engineering market is improving, both in traditional service areas and green initiatives. We are well positioned to grow our existing service offerings while expanding our portfolio of sustainable solutions.

Risks and uncertainties

In the Group's view, factors that could cause actual results to differ materially from the outlook contained in this report are the following: volatile oil and gas prices, global political changes regarding energy composition, competition within the oil and gas services industry, changes in clients spending budgets and developments in the financial and fiscal markets.

Total liquidity position continues to be monitored. The Group has, in recent years, implemented cost reduction and efficiency improvement programmes, and continues its focus on capital discipline in order to improve its competitiveness in this challenging market.

London, United Kingdom

6 November 2025

Board of Directors of Odfjell Technology Ltd.

Helene Odfjell, Chair Harald Thorstein, Director

Alasdair Shiach, Director Victor Vadaneaux, Director

Condensed Consolidated Income Statement

NOK
million
Note Q3
25
Q3
24
YTD
25
YTD
24
FY
24
OPERATING
REVENUE
2,
3
1,434.4 1,334.3 4,137.7 3,976.6 5,426.9
Other
gains
and
losses
9.2 3.8 26.6 29.4 32.3
Personnel
expenses
(899.1) (835.6) (2,563.3) (2,480.6) (3,388.3)
Other
operating
expenses
(343.1) (301.4) (1,013.8) (891.3) (1,245.9)
EBITDA 201.5 201.2 587.3 634.1 825.1
Depreciation
and
amortisation
5,
6
(67.8) (82.4) (205.0) (252.9) (334.3)
OPERATING
PROFIT
(EBIT)
133.7 118.8 382.3 381.2 490.7
Share
of
profit
(loss)
from
associates
16 (5.6) 1.4 (12.5) (2.2) 2.2
Net
financial
items
4 (29.0) (71.6) (86.0) (162.4) (197.7)
Profit
before
tax
99.1 48.6 283.8 216.5 295.2
Income
tax
expense
2.4 (10.0) (21.5) (38.0) (42.0)
NET
PROFIT
101.6 38.6 262.3 178.5 253.2
Profit
attributable
to:
Owners
of
the
parent
101.6 38.6 262.3 178.5 253.2
Earnings
per
share
(NOK)
Basic
earnings
per
share
15 2.57 0.98 6.65 4.52 6.42
Diluted
earnings
per
share
15 2.53 0.95 6.54 4.40 6.24

Condensed Consolidated Statement of Comprehensive Income

NOK
million
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
NET
PROFIT
101.6 38.6 262.3 178.5 253.2
Items
that
will
not
be
reclassified
to
profit
or
loss:
Actuarial
gain
(loss)
on
post
employment
benefit
obligations
- - - - (4.0)
Items
that
are
or
may
be
reclassified
to
profit
or
loss:
Cash
flow
hedges,
net
of
taxes
(1.4) (3.1) (4.4) (2.2) (2.1)
Currency
translation
differences
(27.3) (2.8) (199.4) 96.0 210.5
OTHER
COMPREHENSIVE
INCOME,
NET
OF
TAXES
(28.7) (5.8) (203.8) 93.8 204.4
TOTAL
COMPREHENSIVE
INCOME
72.9 32.8 58.5 272.3 457.6
Total
comprehensive
income
attributable
to:
Owners
of
the
parent
72.9 32.8 58.5 272.3 457.6

Condensed Consolidated Statement of Financial Position

NOK
million
Note 30.09.2025 30.09.2024 31.12.2024
ASSETS
Property,
plant
and
equipment
5 1,269.3 1,097.0 1,211.7
Intangible
assets
6 320.1 340.0 339.6
Deferred
tax
asset
158.4 121.8 126.1
Non-current
tax
asset
10 307.2 307.2 307.2
Investments
in
associates
16 116.6 82.7 87.1
Other
non-current
assets
73.6 58.5 72.5
TOTAL
NON-CURRENT
ASSETS
2,245.1 2,007.2 2,144.1
Trade
receivables
1,210.3 1,092.1 1,203.8
Other
current
receivables
and
assets
326.5 249.7 252.8
Cash
and
cash
equivalents
458.5 513.9 576.2
TOTAL
CURRENT
ASSETS
1,995.2 1,855.7 2,032.8
TOTAL
ASSETS
4,240.4 3,862.9 4,176.9
NOK
million
Note 30.09.2025 30.09.2024 31.12.2024
EQUITY
AND
LIABILITIES
Paid-in
capital
14 1,093.8 1,093.8 1,093.8
Other
equity
138.8 154.5 281.2
TOTAL
EQUITY
1,232.6 1,248.3 1,375.1
Non-current
interest-bearing
borrowings
7 1,384.2 1,081.0 1,082.1
Non-current
lease
liabilities
8 142.6 142.4 139.6
Liability
repayment
to
Odfjell
Drilling
Ltd
10 307.2 307.2 307.2
Other
non-current
liabilities
89.4 71.8 97.1
TOTAL
NON-CURRENT
LIABILITIES
1,923.4 1,602.4 1,626.0
Current
interest-bearing
borrowings
7 5.3 2.7 3.1
Current
lease
liabilities
8 60.8 42.5 48.7
Trade
payables
338.9 341.5 361.4
Current
income
tax
53.4 70.9 83.3
Other
current
liabilities
625.9 554.4 679.5
TOTAL
CURRENT
LIABILITIES
1,084.3 1,012.1 1,175.9
TOTAL
LIABILITIES
3,007.7 2,614.6 2,801.8
TOTAL
EQUITY
AND
LIABILITIES
4,240.4 3,862.9 4,176.9

Condensed Consolidated Statement of Changes in Equity

NOK
million
Note Paid-in
capital
Other
equity
Total
equity
BALANCE
AT
1
JANUARY
2024
1,093.8 (17.3) 1,076.6
Profit/(loss)
for
the
period
- 178.5 178.5
Other
comprehensive
income
for
the
period
- 93.8 93.8
Total
comprehensive
income
for
the
period
- 272.3 272.3
Dividends
paid
to
shareholders
- (105.1) (105.1)
Cost
of
share-based
option
plan
- 4.5 4.5
Transactions
with
owners
- (100.6) (100.6)
BALANCE
AT
30
SEPTEMBER
2024
1,093.8 154.5 1,248.3
Total
comprehensive
income
for
the
period
Q4
185.2 185.2
Transactions
with
owners
for
the
period
Q4
(58.5) (58.5)
BALANCE
AT
31
DECEMBER
2024
1,093.8 281.2 1,375.1
Profit/(loss)
for
the
period
- 262.3 262.3
Other
comprehensive
income
for
the
period
- (203.8) (203.8)
Total
comprehensive
income
for
the
period
- 58.5 58.5
Dividends
paid
to
shareholders
14 - (180.0) (180.0)
Cost
of
share-based
option
plan
- 3.2 3.2
Exercised
share-based
option
plans
- (24.2) (24.2)
Transactions
with
owners
- (200.9) (200.9)
BALANCE
AT
30
SEPTEMBER
2025
1,093.8 138.8 1,232.6

Condensed Consolidated Statement of Cash Flows

NOK
million
Note Q3
25
Q3
24
YTD
25
YTD
24
FY
24
CASH
FLOWS
FROM
OPERATING
ACTIVITIES:
Profit
before
tax
99.1 48.6 283.8 216.5 295.2
Adjustment
for
provisions
and
other
non
cash
elements
91.0 152.7 279.4 392.9 494.5
Changes
in
working
capital
(21.1) (14.9) (205.2) (164.1) (83.0)
Cash
generated
from
operations
169.1 186.4 358.0 445.2 706.8
Net
interest
paid
(28.3) (42.8) (73.7) (100.6) (117.8)
Net
income
tax
paid
(38.1) (9.4) (84.8) (55.8) (69.3)
NET
CASH
FLOW
FROM
OPERATING
ACTIVITIES
102.7 134.2 199.5 288.8 519.7
CASH
FLOWS
FROM
INVESTING
ACTIVITIES:
Purchase
of
property,
plant
and
equipment
and
intangible
assets
(140.1) (110.8) (364.3) (258.7) (364.5)
Proceeds
from
sale
of
property,
plant
and
equipment
9.6 3.8 27.3 20.8 23.9
Other
non-current
receivables
0.5 0.5 2.6 1.5 2.0
Cash
used
in
obtaining
control
of
subsidiaries
- 2.1 - (32.4) (36.5)
Cash
payments
to
acquire
interests
in
associated
companies
16 - - (42.0) - -
NET
CASH
FLOW
FROM
INVESTING
ACTIVITIES
(130.0) (104.4) (376.3) (268.8) (375.2)
NOK
million
Note Q3
25
Q3
24
YTD
25
YTD
24
FY
24
CASH
FLOWS
FROM
FINANCING
ACTIVITIES:
Proceeds
from
borrowings
7 - 875.8 308.8 875.8 875.8
Repayment
of
borrowings
- (925.0) - (925.0) (925.0)
Repayment
of
lease
liabilities
8 (8.6) (7.9) (24.8) (31.3) (39.3)
Dividends
paid
to
shareholders
14 (60.0) (45.0) (180.0) (105.1) (165.1)
NET
CASH
FLOW
FROM
FINANCING
ACTIVITIES
(68.6) (102.1) 104.1 (185.6) (253.6)
Effects
of
exchange
rate
changes
on
cash
and
cash
equivalents
(10.3) 7.8 (44.9) 20.7 26.4
NET
CHANGE
IN
CASH
AND
CASH
EQUIVALENTS
(106.2) (64.5) (117.6) (144.9) (82.6)
Cash
and
cash
equivalents
at
beginning
of
period
564.7 578.4 576.2 658.8 658.8
CASH
AND
CASH
EQUIVALENTS
AT
PERIOD
END
458.5 513.9 458.5 513.9 576.2

NOTE 1 Accounting Principles

General information

Odfjell Technology Ltd. ('the Company') and its subsidiaries (together 'the Group') provide well services, drilling operations and projects & engineering services.

Odfjell Technology Ltd., is incorporated in Bermuda with registered address at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda and is tax resident in the United Kingdom with its head office at Prime View, Prime Four Business Park, Kingswells, Aberdeen, AB15 8PU.

These condensed interim financial statements were approved by the Board of Directors on 6 November 2025 and have not been audited.

Basis for preparation

These condensed interim financial statements for the nine months period ended 30 September 2025 have been prepared in accordance with IAS 34, 'Interim financial reporting'. These condensed consolidated interim financial statements do not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual report for the year ended 31 December 2024.

Accounting principles

The accounting principles adopted are consistent with those of the previous financial year.

Use of estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. These estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as interest rates, foreign exchange rates and other factors which are outside the Group's control. The resulting estimates will, by definition, seldom equal the related actual results.

In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those that applied to the consolidated financial statements for the year ended 31 December 2024.

There will always be uncertainty related to judgement and assumptions related to accounting estimates.

NOTE 2 Operating and geographic segment summary

Operating segment reporting

Management has determined the operating segments based on the information reviewed by the Board for the purposes of allocating resources and assessing performance.

Well Services, Operations and Project & Engineering have been determined as the operating segments.

Restated figures

As described in the Annual report for the year ended 31 December 2024, expenses related to facilities held by Corporate / GBS were previously allocated to the segments applying local GAAP. As of Q4 2024 this was changed to an allocation based on expenses applying IFRS. Comparing periods have been restated accordingly.

Well Services

The segment provides casing and tubular running services (both automated and conventional), drilling tool and tubular rental services, specialist well intervention products and services for exploration wells and for production purposes.

Operations

The main service offering of the segment is production drilling and well completion on client's rigs. Other types of services offered are slot recovery, plug and abandonment, work-overs and maintenance activities, as well as rig installation services. In this segment, the Group offers platform drilling services on both fixed production platforms and on floating production platforms with subsea blowout preventers ("BOP") along with the management of and performance of the same services on jack-up rigs.

Projects & Engineering

The segment offers engineering and integrity services, ranging from design and engineering to building supervision, project management and operational support for units in operation, newbuild projects, Renewal Survey/Special Periodical Surveys recertification projects and yard stays.

Well
Services
Operations Projects
&
Engineering Corporate
/
GBS
Consolidated
NOK
million
Q3
25
Q3
24*
Q3
25
Q3
24*
Q3
25
Q3
24*
Q3
25
Q3
24*
Q3
25
Q3
24*
External
segment
revenue
462.1 461.9 757.8 643.9 159.3 161.4 55.2 67.1 1,434.4 1,334.3
TOTAL
REVENUE
462.1 461.9 757.8 643.9 159.3 161.4 55.2 67.1 1,434.4 1,334.3
Other
gains
and
losses
9.2 3.8 - - - - 0.0 (0.0) 9.2 3.8
EBITDA 147.7 145.9 62.0 50.0 9.8 13.9 (17.9) (8.6) 201.5 201.2
Depreciation
and
amortisation
(54.0) (71.4) (1.0) (0.8) (1.5) (1.6) (11.3) (8.6) (67.8) (82.4)
EBIT 93.7 72.9 61.0 48.6 8.2 11.8 (29.2) (14.5) 133.7 118.8
Share
of
profit
(loss)
from
associates
(5.6) 1.4
Net
financial
items
(29.0) (71.6)
PROFIT
BEFORE
TAX
-
CONSOLIDATED
GROUP
99.1 48.6

*EBITDA and EBIT restated, refer to information above

Well
Services
Operations Projects &
Engineering
Corporate
/
GBS
Consolidated
NOK
million
YTD
25
YTD
24*
FY
24
YTD
25
YTD
24*
FY
24
YTD
25
YTD
24*
FY
24
YTD
25
YTD
24*
FY
24
YTD
25
YTD
24*
FY
24
External
segment
revenue
1,397.1 1,389.8 1,891.5 2,053.5 1,881.6 2,605.2 520.5 506.8 662.1 166.6 198.4 268.1 4,137.7 3,976.6 5,426.9
TOTAL
REVENUE
1,397.1 1,389.8 1,891.5 2,053.5 1,881.6 2,605.2 520.5 506.8 662.1 166.6 198.4 268.1 4,137.7 3,976.6 5,426.9
Other
gains
and
losses
26.6 19.4 22.3 - - - - - - (0.0) 10.0 10.0 26.6 29.4 32.3
EBITDA 429.4 480.9 628.3 150.5 109.0 146.1 69.3 70.5 89.9 (61.9) (26.3) (39.2) 587.3 634.1 825.1
Depreciation
and
amortisation
(166.7) (220.1) (288.8) (3.0) (2.4) (3.2) (4.4) (4.4) (6.0) (30.9) (26.1) (36.4) (205.0) (252.9) (334.3)
EBIT 262.7 256.2 339.5 147.5 105.0 142.9 64.9 64.5 83.9 (92.8) (44.5) (75.6) 382.3 381.2 490.7
Share
of
profit
(loss)
from
associates
(12.5) (2.2) 2.2
Net
financial
items
(86.0) (162.4) (197.7)
PROFIT
BEFORE
TAX
-
CONSOLIDATED
GROUP
283.8 216.5 295.2

*EBITDA and EBIT restated, refer to information above

Disaggregation of revenue by primary geographical markets

Well
Services
Operations Projects
&
Engineering Corporate
/
GBS Consolidated
NOK
million
Q3
25
Q3
24
Q3
25
Q3
24
Q3
25
Q3
24
Q3
25
Q3
24
Q3
25
Q3
24
Norway 239.1 213.8 529.8 422.9 132.5 134.9 54.4 66.7 955.9 838.4
UK 44.1 45.6 228.0 217.0 24.2 24.5 0.5 0.4 296.8 287.5
Europe
-
other
countries
57.5 68.0 - - - - - - 57.5 68.0
Kuwait 49.8 41.9 - - - - - - 49.8 41.9
Malaysia 16.5 28.3 - - - - - - 16.5 28.3
Asia
-
other
countries
46.0 49.3 - - 2.6 2.0 0.2 0.0 48.8 51.3
Other
geographical
markets
9.1 15.0 - 4.0 - - - - 9.1 18.9
TOTAL
OPERATING
REVENUE
462.1 461.9 757.8 643.9 159.3 161.4 55.2 67.1 1,434.4 1,334.3

Well Services Operations Projects &
Engineering
Corporate
/
GBS
Consolidated
NOK
million
YTD
25
YTD
24
FY
24
YTD
25
YTD
24
FY
24
YTD
25
YTD
24
FY
24
YTD
25
YTD
24
FY
24
YTD
25
YTD
24
FY
24
Norway 701.2 656.8 892.4 1,406.1 1,173.3 1,661.7 435.8 425.3 558.7 164.6 196.8 265.9 2,707.7 2,452.2 3,378.7
UK 136.5 155.0 205.1 633.9 666.8 898.6 77.5 77.1 97.1 1.5 1.2 1.7 849.4 900.1 1,202.5
Europe
-
other
countries
179.7 173.5 245.3 - - - - - - - - - 179.7 173.5 245.3
Kuwait 139.9 112.5 158.4 - - - - - - - - - 139.9 112.5 158.4
Malaysia 50.5 85.3 105.9 - - - - - - - - - 50.5 85.3 105.9
Asia
-
other
countries
146.5 145.4 200.8 13.5 - - 7.1 4.3 6.3 0.5 0.4 0.6 167.6 150.1 207.7
Other
geographical
markets
42.9 61.4 83.4 - 41.6 44.9 - - - - - - 42.9 103.0 128.4
TOTAL
OPERATING
REVENUE
1,397.1 1,389.8 1,891.5 2,053.5 1,881.6 2,605.2 520.5 506.8 662.1 166.6 198.4 268.1 4,137.7 3,976.6 5,426.9

NOTE 3 Revenue

NOK
million
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Revenue
from
contracts
with
customers
1,303.3 1,207.5 3,748.9 3,577.6 4,906.8
Lease
component
in
Well
Services
contracts
130.9 126.7 388.2 398.6 519.6
Other
operating
revenue
0.1 0.1 0.6 0.4 0.5
OPERATING
REVENUE
1,434.4 1,334.3 4,137.7 3,976.6 5,426.9

NOTE 4 Net financial expenses

NOK
million
Note Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Interest
income
3.5 4.6 10.4 14.0 21.3
Interest
expense
lease
liabilities
8 (4.3) (3.8) (12.3) (11.6) (15.9)
Other
interest
expenses
(27.5) (32.6) (75.0) (96.1) (119.6)
Other
borrowing
expenses
*
(1.1) (44.9) (3.3) (47.9) (49.0)
Net
currency
gain/(loss)
1.3 5.9 (4.5) (18.2) (31.0)
Other
financial
items
(0.8) (0.7) (1.4) (2.5) (3.5)
NET
FINANCIAL
ITEMS
(29.0) (71.6) (86.0) (162.4) (197.7)

* FY 24 figures include a total of NOK 43.5 million related to the refinancing process finalised in September 2024

NOTE 5 Property, plant and equipment

NOK
million
Operating
drilling
equipment
Other
fixed
assets
Right-of-use
assets
Total
fixed
assets
Net
book
value
as
at
1
January
2025
999.6 50.9 161.2 1,211.7
Additions 311.0 13.7 48.8 373.5
Disposals (0.7) (0.0) - (0.7)
Depreciation (133.6) (11.7) (28.9) (174.2)
Currency
translation
differences
(131.3) (2.4) (7.2) (140.9)
NET
BOOK
VALUE
AS
AT
30
SEPTEMBER
2025
1,045.0 50.5 173.8 1,269.3

All Right-of-use assets are related to properties.

Impairment of property, plant and equipment

Assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the recoverable amount. Assets impaired in previous periods, are assessed for reversal of the impairment whenever there are indicators that the impairment loss previously recognised no longer exists or has decreased.

The Group has not identified any impairment indicators as at 30 September 2025.

NOTE 6 Intangible assets

NOK
million
Goodwill Software
and
other
intangible
assets
Total
intangible
assets
Net
book
value
as
at
1
January
2025
156.7 182.9 339.6
Additions - 20.8 20.8
Amortisation - (30.7) (30.7)
Currency
translation
differences
(1.4) (8.2) (9.6)
NET
BOOK
VALUE
AS
AT
30
SEPTEMBER
2025
155.4 164.7 320.1

Impairment test for goodwill

Goodwill impairment reviews are undertaken annually, or more frequently, if events or changes in circumstances indicate a potential impairment.

The Group has conducted the annual impairment test as at 30 September 2025.

NOTE 7 Interest-bearing borrowings

NOK
million
30.09.2025 30.09.2024 31.12.2024
Non-current 1,384.2 1,081.0 1,082.1
Current 5.3 2.7 3.1
TOTAL 1,389.5 1,083.8 1,085.2

Movement in interest-bearing borrowings are analysed as follows:

NOK
million
Non-current Current Total
Carrying
amount
as
at
1
January
2025
1,082.1 3.1 1,085.2
Cash
flows:
New
borrowings
312.5 - 312.5
Paid
transaction
costs*
(3.6) - (3.6)
Non-cash
flows:
Reclassified* 3.6 - 3.6
Change
in
transaction
cost,
unamortised
3.3 - 3.3
Change
in
accrued
interest
cost
- 2.2 2.2
Change
due
to
currency
revaluation
(13.7) - (13.7)
CARRYING
AMOUNT
AS
AT
30
SEPTEMBER
2025
1,384.2 5.3 1,389.5

* Accrued fee relating to the refinancing in September 2024 that became payable upon drawing of the Revolving Credit Facility

Senior Secured Bonds

The NOK 1,100 million senior secured bonds mature in September 2028. There are no instalments before final maturity.

The Revolving Credit Facility (RCF)

USD 30 million, was drawn and is outstanding on the RCF as per 30 September 2025. The outstanding amount is revalued to NOK 299 million. The RCF is available until final maturity date of the facility which is in August 2028.

Available drawing facilities

The group has NOK 199 million (the remaining USD 20 million of the RCF) in available undrawn facilities as per 30 September 2025.

Covenants

The Group is compliant with all financial covenants as at 30 September 2025.

NOTE 8 Leases

The right-of-use assets are all related to property, and are included in the line item "Property, plant and equipment" in the balance sheet, refer to Note 5.

Lease liabilities:

NOK
million
30.09.2025 30.09.2024 31.12.2024
Non-current 142.6 142.4 139.6
Current 60.8 42.5 48.7
TOTAL 203.4 184.9 188.2

Movements in the lease liabilities are analysed as follows for 2025:

NOK
million
Non-current Current Total
Carrying
amount
as
at
1
January
2025
139.6 48.7 188.2
Cash
flows:
Payments
for
the
principal
portion
of
the
lease
liability
- (24.8) (24.8)
Payments
for
the
interest
portion
of
the
lease
liability
- (11.9) (11.9)
Non-cash
flows:
New
lease
liabilities
recognised
in
the
year
47.2 - 47.2
Interest
expense
on
lease
liabilities
12.3 - 12.3
Reclassified
to
current
portion
of
lease
liabilities
(51.1) 51.1 -
Currency
exchange
differences
(5.4) (2.4) (7.7)
CARRYING
AMOUNT
AS
AT
30
SEPTEMBER
2025
142.6 60.8 203.4

NOTE 9 Financial assets and liabilities

Valuation techniques used to derive Level 2 fair values

Level 2 derivatives held at fair value through profit or loss and hedging derivatives, comprise interest rate swaps. Interest rate swaps are fair valued using forward rates extracted from observable yield curves. Interest rate swaps are recognised according to mark-to-market reports from external financial institutions.

Set out below, is an overview of financial assets and liabilities held by the Group:

NOK
million
Level 30.09.2025 30.09.2024 31.12.2024
FINANCIAL
ASSETS
AT
FAIR
VALUE
THROUGH
PROFIT
OR
LOSS
Derivatives
designated
as
hedging
instruments
-
Interest
rate
swaps
-
Other
non-current
assets
2 3.0 8.8 8.9
OTHER
FINANCIAL
ASSETS
Other
non-current
receivables
69.5 49.2 63.1
Trade
and
other
current
receivables
1,295.4 1,151.5 1,257.5
Cash
and
cash
equivalents
458.5 513.9 576.2
TOTAL
FINANCIAL
ASSETS
1,826.4 1,723.4 1,905.6
NOK
million
Level 30.09.2025 30.09.2024 31.12.2024
OTHER
FINANCIAL
LIABILITIES
Non-current
interest-bearing
borrowings
1,384.2 1,081.0 1,082.1
Non-current
lease
liabilities
142.6 142.4 139.6
Other
non-current
payables
48.3 15.6 48.5
Current
interest-bearing
borrowings
5.3 2.7 3.1
Current
lease
liabilities
60.8 42.5 48.7
Trade
and
other
payables
715.2 666.0 735.9

The fair value of financial assets and liabilities at amortised cost is not materially different from their carrying amount.

NOTE 10 Uncertain tax position

As reported in Note 8 in the Annual report 2024, Odfjell Offshore Ltd (OFO) a company included in these financial statements, received a tax ruling from the Norwegian Tax Authorities in December 2022, where the tax loss of on the realisation of shares in 2017 was denied on the basis of the anti-avoidance rule developed as tax case law. The Hordaland District Court issued a judgment on 23 January 2025 in favour of the Norwegian Tax Authorities. The judgment was appealed to Gulating Court of Appeal, and the appeal is scheduled for March 2026.

Both the company and the Group is still of the opinion that the most likely outcome of a court case is that the anti-avoidance rule should not be applicable and the denial of the tax loss should be revoked.

The Group made an upfront payment 1 February 2023 of NOK 307 million in taxes and interest for the financial years 2017 through to 2021. As the Group is of the opinion that the most likely outcome is that the taxes will be repaid, the amount is recognised as a non-current tax asset.

The NOK 307 million upfront payment was financed and refunded from Odfjell Drilling Ltd., as it is covered by a letter of indemnity issued 1 March 2022 to Odfjell Technology Ltd. As the Group is of the opinion that the most likely outcome is that the taxes will be repaid, a liability of NOK 307 million has been recognised as a non-current payable to Odfjell Drilling Ltd.

Following the tax ruling in December 2022, the income taxes can no longer be offset by Odfjell Offshore's tax losses carried forward, and the Group has made income tax payments in 2023, 2024 and 2025. However, since the Group is still of the opinion that the most likely outcome of a court case is that the denial of the tax loss should be revoked, the Group has recognised a deferred tax asset equal to the expected tax refund. For the financial years 2022-2025 this accumulates to NOK 143 million which is presented as deferred tax asset at 30 September 2025.

NOTE 11 Related parties

The Group had the following material transactions with related parties:

NOK
million
Relation Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Odfjell
Oceanwind
AS
Associated
company
5.5 10.1 28.0 31.4 40.4
Companies
within
the
Odfjell
Drilling
Ltd.
Group
Related
to
main
shareholder
198.9 243.1 647.6 683.1 915.6
TOTAL
SALES
OF
SERVICES
TO
RELATED
PARTIES 204.5 253.1 675.6 714.4 955.9

Sales of services include casing and rental services, engineering services, personnel hire, administration services and business support.

NOK
million
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Well
Services
68.7 92.7 236.8 288.2 386.0
Operations 34.4 32.4 88.2 65.4 88.3
Projects
&
Engineering
45.3 61.1 185.7 162.8 214.9
Corporate
/
GBS
56.0 66.9 164.8 198.0 266.7
TOTAL
OPERATING
REVENUE
TO
RELATED
PARTIES
204.5 253.1 675.6 714.4 955.9
NOK
million
Relation Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Odfjell
Oceanwind
AS
Associated
company
0.0 - 0.3 0.3 0.4
Companies
within
the
Odfjell
Drilling
Ltd.
Group
Related
to
main
shareholder
9.0 7.9 26.1 23.8 31.1
TOTAL
OPERATING
EXPENSES
TO
RELATED
PARTIES
9.0 7.9 26.4 24.0 31.5

The Group had the following receivables and liabilities to related parties

Refer to Note 10 for information about the non-current liability to Odfjell Drilling Ltd.

As a part of the day-to-day running of the business, the group have the following receivables and liabilities towards companies in the Odfjell Drilling group. All receivables and liabilities have less than one year maturity, except for a prepayment of NOK 34 million which will be repaid in monthly instalments until December 2029. NOK 26 million of the repayment have been classified as other non-current payables.

NOK
million
30.09.2025 30.09.2024 31.12.2024
Trade
receivables
114.3 129.6 126.7
Other
current
receivables
3.0 2.1 2.8
Trade
payables
(2.0) (0.8) (2.6)
Other
current
payables
(57.7) (1.3) (10.0)
Other
non-current
payables
(26.0) - (32.0)
NET
RECEIVABLES
RELATED
PARTIES
31.6 129.6 85.0

Shareholdings by related parties

Chair of the Board, Helene Odfjell, controls Odfjell Technology Holding Ltd., which owns 60.37% of the common shares. Victor Vadaneaux (Director) controls 16,563 (0.04%) of the common shares in the company.

Simen Lieungh (CEO of Odfjell Technology AS) controls 50,025 (0.13%) of the common shares, and Jone Torstensen (CFO of Odfjell Technology AS) controls 5,000 (0.01%) of the common shares in the company as per 30 September 2025.

NOTE 12 Commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

NOK
million
30.09.2025 30.09.2024 31.12.2024
Well
Services
equipment
137.0 189.1 144.9
TOTAL 137.0 189.1 144.9

NOTE 13 Contingencies

As described in Note 27 in the Annual Report 2024, a Group subsidiary is subject to challenges by His Majesty's Revenue and Customs ("HMRC") on the historical application of National Insurance Contributions ("NICs") to workers in the UK Continental Shelf.

The decision in January 2025 in the First Tier Tribunal that ruled in favour of HMRC was appealed to the Upper Tribunal by the subsidiary Odfjell Technology (UK) Ltd (OT UK). The Upper Tribunal appeal is scheduled for July 2026. No payment has been made to HMRC pending the outcome of further appeals. In addition, OT UK has commenced a parallel Judicial Review of the original HMRC decision.

Management, taking into consideration advice from independent legal and tax specialists, believes that the most probable outcome is that no outflow of resources embodying economic benefits will be required to settle the obligation, and accordingly, no provision has been recognised. The potential exposure to OT UK in relation to NICs and interest should it be unsuccessful in defending its position is approximately NOK 356 million.

Refer to Note 10 regarding uncertain income tax treatment.

There are no other material contingencies to be disclosed as per 30 September 2025.

NOTE 14 Equity information

Listed
shares
No.
of
shares
Nominal
value
Share
capital
-
USD
thousand
Common
shares
issued
as
at
30
September
2025
39,463,867 USD
0.01
394.6

Authorised, not issued shares was 5,536,133 as at 30 September 2025. All issued shares are fully paid. No shares are held by entities in the Group.

13 February 2025, the Board of Directors approved a dividend distribution of NOK 1.52 per share, equal to NOK 60 million. The dividend was paid in March 2025.

15 May 2025, the Board of Directors approved a dividend distribution of NOK 1.52 per share, equal to NOK 60 million with a payment in June 2025.

20 August 2025, the Board of Directors approved a dividend distribution of NOK 1.52 per share, equal to NOK 60 million with a payment in September 2024.

Accumulated dividend distribution YTD 2025 amounts to NOK 4.56 per share, equal to NOK 180 million.

NOTE 15 Earnings per share

The Company has a long term share option plan for common shares, see further description in Note 34 in the Annual report 2024. A total of 770,000 options have been exercised YTD 2025. The Company elected to settle the exercised options in cash due to the small amount in context of a share capital increase process. For all outstanding options, the Company continues to have the right to settle in equity and intends to do so. The roll forward of the remaining 1,225,000 unexercised options granted in June 2022 were extended by two years and the expiry date was set to 4 July 2027, and represent the number of share options outstanding as at 30 September 2025. As shown in the tables below, the options affect the diluted number of shares in 2024 and 2025. Refer to Note 35 in the Annual report 2024 for description of accounting principle for calculating diluted effect.

NOK
million
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Profit
due
to
owners
of
the
parent
101.6 38.6 262.3 178.5 253.2
Diluted
profit
for
the
period
due
to
owners
of
the
parent
101.6 38.6 262.3 178.5 253.2
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Weighted
average
number
of
common
shares
in
issue
39,463,867 39,463,867 39,463,867 39,463,867 39,463,867
Effects
of
dilutive
potential
common
shares:

Share
option
plan
727,252 1,090,941 667,845 1,146,715 1,133,391
Diluted
average
number
of
shares
outstanding
40,191,119 40,554,808 40,131,712 40,610,582 40,597,258
Earnings
per
share
(NOK)
Q3
25
Q3
24
YTD
25
YTD
24
FY
24
Basic
earnings
per
share
2.57 0.98 6.65 4.52 6.42
Diluted
earnings
per
share
2.53 0.95 6.54 4.40 6.24

NOTE 16 Investments in associates

Voting
and
Voting
and
Company Acquisition/
formation
date
Principal
place
of
business
owning
interest
30.09.2025
owning
interest
31.12.2024
Odfjell
Oceanwind
AS
2020 Norway 18.8% 18.8%
Reelwell
AS
2025 Norway 10.0% N/A

21 March 2025, the Group made a strategic equity investment of NOK 40 million for a 10% shareholding in Reelwell AS. A further NOK 2 million was paid in direct transaction costs. Odfjell Technology have through board representation and a cooperation agreement a significant influence in Reelwell AS, and Reelwell AS is therefore considered to be an associate. As an investment in associate the Group will recognise the investment using the equity method.

The purchase price allocation of the NOK 42 million investment identified NOK 31 million (net of deferred tax) in excess values related to technology based intangible assets, and a goodwill of NOK 10 million.

Reelwell is a technology company specialising in well construction and intervention solutions. Its flagship product, the DualLink digital pipe system integrates real-time telemetry and wellbore power, providing improved operational control.

Movements in the book value of the investments:

NOK
million
Odfjell
Oceanwind
AS
Reelwell
AS
Total
Book
value
as
at
1
January
2025
87.1 - 87.1
Investments - 42.0 42.0
Share
of
profit
after
tax
(9.0) (1.9) (10.9)
Amortisation
excess
values
- (1.7) (1.7)
Book
value
as
at
30
September
2025
78.2 38.5 116.6

NOTE 17 Important events occurring after the reporting period

Dividends

6 November 2025, the Board of Directors approved a dividend distribution of 1.52 NOK per share, equal to NOK 60 million with a payment in Q4 2025.

There have been no other events after the balance sheet date which have a material effect on the interim financial statements ended 30 September 2025.

Appendix 1: Definitions of alternative performance measures

Contract backlog

The Company's fair estimation of revenue in firm contracts and relevant optional periods measured in NOK - subject to variations in currency exchange rates.

EBITDA backlog vs NIBD

Estimated EBITDA for illustrative purposes based on revenue backlog and normalised EBITDA margins (35%, 8% and 12% for Well Services, Operations and Projects & Engineering, respectively), excluding corporate overhead costs. This does not constitute an opinion of anticipated EBITDA and actual results may differ from the illustrative EBITDA backlog.

EBIT

Earnings before taxes, interest and other financial items. Equal to Operating profit.

EBIT margin

EBIT / Operating revenue.

EBITDA

Earnings before depreciation, amortisation and impairment, taxes, interest and other financial items.

EBITDA margin

EBITDA / Operating revenue.

Equity ratio

Total equity / total equity and liabilities.

Net interest-bearing debt

Non-current interest-bearing borrowings plus current interest-bearing borrowings less cash and cash equivalents. Interest-bearing borrowings do not include lease liabilities.

Net profit (loss)

Equal to profit (loss) for the period after taxes.

Leverage ratio

30.09.2025
Non-current
interest-bearing
borrowings
NOK 1,384.2 million
Current
interest-bearing
borrowings
NOK 5.3 million
Non-current
lease
liabilities
NOK 142.6 million
Current
lease
liabilities
NOK 60.8 million
Adjustment
for
operational
lease
contracts
NOK (203.3) million
A
Adjusted
financial
indebtedness
NOK 1,389.6 million
Cash
and
cash
equivalents
NOK 458.5 million
Adjustment
for
restricted
cash
and
other
cash
not
ready
available
NOK (51.0) million
B
Adjusted
cash
and
cash
equivalents
NOK 407.5 million
A-B=C
ADJUSTED
NET
INTEREST
BEARING
DEBT
NOK 982.1 MILLION
EBITDA
last
12
months
NOK 778.3 million
Adjustment
for
one
off,
non-recurring
items
<10%
of
EBITDA
NOK 31.8 million
Adjustment
for
operational
lease
contracts
NOK (48.7) million
Other
adjustments
NOK 4.7 million
D
ADJUSTED
EBITDA
NOK 766.0 MILLION
C/D=E
LEVERAGE
RATIO
(ADJ)
1.28

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