Annual report
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Contents About Moreld ................................................................................3 This is Moreld ....................................................................................................................... 3 Key figures 2024 ................................................................................................................4 Highlights 2024 ..................................................................................................................5 Letter from the CEO .......................................................................................................6 Busines overview ..............................................................................................................8 Executive management ..............................................................................................11 Board of directors ............................................................................................................12 Corporate governance report .............................................13 Recommendations and regulations on corporate governance .... 13 Governing bodies ............................................................................................................13 Internal control and risk management .......................................................... 14 Equality and diversity ...................................................................................................15 Board of directors’ report .....................................................16 Principal activities .......................................................................................................... 16 Business review ...............................................................................................................16 Health, safety and the environment ..................................................................17 Employees and organisation ................................................................................. 18 Financial performance ...............................................................................................19 Risk and risk management ....................................................................................20 Research and development ....................................................................................21 Outlook ..................................................................................................................................22 Sustainability statement ......................................................25 General disclosures .......................................................................................................25 Environmental disclosures .....................................................................................46 Social disclosures ..........................................................................................................60 Governance disclousures ..........................................................................................73 Financial statements .............................................................. 79 Contents – financial statements ........................................................................ 79 Consolidated financial statements .................................................................. 80 Notes to the consolidated financial statements .................................... 85 Financial statements – parent company .................................................... 120 Notes to the financial statements – parent company .......................124 Responsibility statement .......................................................................................129 Auditor’s report .............................................................................................................130 Contact information ..............................................................132 2Moreld AS | Annual report 2024 | Contents
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This is Moreld Moreld is a multi-disciplinary engineering group providing comprehensive services across offshore energy, marine and onshore industries. With over 40 years of experience on the Norwegian Continental Shelf (NCS), Moreld is a key player in the energy service sector, supported by long-term agree - ments with high-quality exploration and production (E&P) operators. Moreld’s core services include subsea installation, asset maintenance and modification, as well as marine operations and consultancy services. The group employs over 2 700 skilled professionals and contractors, including a large share of engineers. With a presence in 18 countries, Moreld combines global reach with deep industry knowledge to provide inno - vative, high-value solutions to clients worldwide. The group’s main segments (subsidiaries) are: Ocean Installer Moreld Apply Global Maritime Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 3Moreld AS | Annual report 2024 | About Moreld AS
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Key figures 2024 Proforma 20241) 2024 Financial metrics Revenue NOK million 9 151 7 125 EBITDA NOK million 2 322 1 523 Adjusted EBITDA excl. IFRS 16 NOK million 1 075 703 Adjusted EBITDA margin Per cent 11.7% 9.9% EBITDA excl. IFRS 16 NOK million 1 002 629 Order backlog NOK million 9 941 9 941 Cash balance NOK million 1 500 1 500 Available liquidity NOK million 1 697 1 697 Net interest-bearing debt NOK million 146 146 Leverage ratio 0.1x 0.1x Operational metrics Employees and contractors Number 2 765 Total manhours Thousand manhours 4 308 Lost time injury rate Per million hours worked 0.47 Total recordable injury rate Per million hours worked 1.41 1) Ocean Installer included from 1 January on a proforma basis. The acquisition of Ocean Installer closed 28 June and P&L figures are included from the third quarter onwards. See note 5 for more information. 1) Refer to Alternative Performance Measures section for definitions, explanations and reconciliations. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 4Moreld AS | Annual report 2024 | Key figures
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Key highlights 2024 Health, Safety and Environment Safety is at the core of Moreld’s operations. In 2024, we achieved strong perfor- mance with a reduction in Lost time incidents (LTI) frequency, despite a higher workload across multiple key projects in risk-intensive environments. Financials Revenue reached NOK 9.1 bil- lion, with an EBITDA margin of 11.7 per cent excluding special items. All three group subsidi- aries achieved record-breaking performance. Backlog Backlog at year-end stood at NOK 9.9 billion, dominated by projects under long-term maintenance and modifica- tion frame agreements with North-sea operators and sub- sea installation projects. Acquisitions and divestments In June 2024, Moreld acquired Ocean Installer, a high-quality marine construction company, marking our entry into the subsea market and expanding the group’s capabilities in this high-growth sector. Two subsidiaries, Ross Offshore and Capnor, were divested during the year. IPO and refinancing Moreld listed on Euronext Growth Oslo in December 2024, raising NOK 950 million in new equity. This was fol- lowed by refinancing through a new USD 130 million bond placement in January 2025, further strengthening the group’s financial position. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 5Moreld AS | Annual report 2024 | Highlights
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Letter from the CEO Dear shareholders I am pleased to write to all of you, now counting 1 700 shareholders, presenting Moreld's first annual report as a publicly listed company. It is an exciting moment for us, and I’m grateful for the trust you have placed in us. I look forward to sharing the progress we’ve made and our outlook for the coming years. A stable financial platform The offshore industry moves in cycles, there are peri - ods of strong demand and times of contraction. Success in this industry requires preparation, resil- ience, and discipline. Energy service companies must build strong foundations to weather downturns and be well-positioned for opportunities when mar- kets recover. At Moreld, we have spent the past year strengthening our financial position to ensure that we are a stable industrial platform for long-term growth. At the end of 2024, Moreld was in a particularly strong financial position, with available liquidity of almost NOK 1.7 billion and net debt of only NOK 146 million. This solid balance sheet provides us with the flexibility to navigate future challenges and capitalise on oppor- tunities. A transformational year 2024 was a year of significant progress for Moreld. The acquisition of Ocean Installer marked our entry into the subsea market, securing a strong foothold in an area where we see substantial long-term growth potential. The subsea sector plays a pivotal role in the future of offshore energy, particularly as operators focus on fur- ther developing existing fields and tying in new satel- lite fields close to existing installations. This acquisition ensures we can deliver a full range of services in this critical segment, positioning us for future opportuni- ties. At the same time, Moreld Apply and Global Maritime have continued to grow and strengthen their posi- tions, contributing to our expanding capabilities across maintenance and modification and marine consul- tancy services. This solid foundation of group com - panies enables us to diversify our offering, providing comprehensive solutions to clients across the offshore energy sector. In 2024, the group crossed NOK 7 billion in revenue, increasing to NOK 9.1 billion when including Ocean Installer for the full year. More importantly, we deliv- ered strong margins, with an adjusted EBITDA of approximately 10 per cent, and 11.7 per cent on a pro- forma adjusted basis. In parallel, our successful IPO on Euronext Growth Oslo allowed us to strengthen our balance sheet with new equity of NOK 950 million, reduce debt, and enhance our financial flexibility. Following this, the company refinanced its remaining debt in early 2025, through the completion of a USD 130 million bond placement, optimising our capital structure to support future growth while maintaining financial discipline. Avoiding the pitfalls The energy industry is shaped by geopolitical senti - ment, energy demand, and macroeconomic forces beyond any one company’s control. The recent geo- political turbulence, including trade tariffs, fluctuat- ing energy prices, and instability in key regions, has Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 6Moreld AS | Annual report 2024 | Letter from the CEO
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added layers of uncertainty to the global economy. The COVID-19 downturn was a stark reminder of how external factors can abruptly change market dynam- ics, with demand for energy collapsing almost over- night. However, today we find ourselves in a very different environment, one where activity levels are still relatively high, the subsea market is expanding, and margins are healthy. At the same time, we recognise the need to be adaptable in response to ongoing volatility, this only reinforces the importance of maintaining financial dis- cipline, a strong balance sheet, and a diversified busi- ness portfolio. While we remain optimistic about the future, we also remain disciplined. We do not chase growth at any cost. Our asset-light approach ensures that we remain agile, constantly monitoring our exposure to market fluctuations. We find inspiration in the thinking popu- larised by Charlie Munger: “Invert, always invert”. Rather than solely seeking success, we focus on avoiding fail - ure. Excessive leverage and speculative risk-taking may seem attractive when the markets are booming, but history has shown that these can be disastrous when conditions change. This disciplined mindset is reflected in our introduc- tion of a dividend policy, which signals our confidence in the business and our commitment to sharing value creation with our shareholders. Moreld is built for both resilience during downturns and consistent, long-term value creation. Our most important asset While financial strength is crucial, Moreld’s greatest asset is not found on a balance sheet, it is our people. Offshore engineering is a complex industry, and our ability to solve problems for our customers depends on the expertise, creativity, and dedication of our teams. Our people are at the heart of everything we do, and we believe that investing in talent is as essential as investing in technology or assets. We believe that a strong culture of collaboration, safety, and continuous learning is what drives long-term suc- cess, not just for Moreld, but for our customers and partners as well. Delivering consistently over time Long-term success is built on trust and reliability. Moreld takes a partnership-based approach, working closely with our customers to understand their chal- lenges and provide solutions that drive efficiency and performance, always setting safety first. We do not take a transactional approach to business; we focus on delivering consistently over time. By aligning with our customers’ needs and ensur- ing operational excellence, we build relationships that stand the test of time. This commitment to reliability is one of the key reasons Moreld has continued to grow and strengthen its position in the offshore market. Positioned for the future With a strong financial foundation, an asset-light model, a commitment to human capital, the highest level of HSE standards and a disciplined approach to growth, Moreld is well-positioned for the future. The offshore industry will continue to evolve, and while challenges remain, we are confident in our ability to navigate them successfully. Moreover, we see significant growth opportunities in the subsea market beyond Norway, particularly in regions like Africa and South America. These markets are ripe yet with untapped potential, and we are well- equipped to expand our presence and capitalise on these opportunities. By maintaining financial discipline, investing in people, and building strong partnerships, Moreld will continue to create long-term, sustainable value for our custom- ers, our employees, and our shareholders. Geir Austigard Chief executive officer Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 7Moreld AS | Annual report 2024 | Letter from the CEO
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A full scale offshore provider Moreld is a global engineering group providing comprehensive services across the offshore energy and marine industries. The group operates through three main segments: Moreld Apply, Ocean Installer, and Global Maritime. These segments offer a variety of engineering services covering the full life cycle of industrial assets, from early-phase studies to installation, maintenance, and decommissioning. Moreld Apply focuses primarily on offshore and onshore projects, delivering services from concept develop - ment through to project completion. The company has a strong presence on the Norwegian Continental Shelf (NCS), where its largest activity lies in maintenance and modification of existing assets, ensuring operational effi - ciency and safety across a variety of offshore installations. Ocean Installer specialises in subsea construction and inspection services, with key operations on the NCS, Western Europe, Mediterranean, and West Africa. The company plays a pivotal role in supporting operators as they develop existing fields and tie in new resources, contributing to the ongoing growth of the subsea sector. Global Maritime provides a wide array of engineering solutions within the marine and offshore sectors, particularly in renewables and oil & gas. The company is particularly active in marine operations, marine warranty services, and geosciences, offering expertise to ensure the safe, efficient, and sustainable development of pro - jects across the North Sea and Mediterranean regions. The group has over 2 700 employees and contractors world wide, supporting clients across major offshore energy markets. NOK 9.1 billion Revenue LTM2) MORELD LEGAL STRUCTURE NOK 1075 million Adjusted EBITDA excluding IFRS 16 LTM2) 1 976 employees 789 external consultans 32 offices 6% 28665 GLOBAL MARITIME Marine, offshore and engineering consultancy Share of EBITDA 2024 EBITDA 2024 (NOK million) Number of employees 2024 26% 1 341283 MORELD APPLY Maintenance & modification company Share of EBITDA 2024 EBITDA 2024 (NOK million) Number of employees 2024 68% 349730 OCEAN INSTALLER Subsea installation company Share of EBITDA 2024 EBITDA 2024 (NOK million) Number of employees 2024 Moreld AS Aurora Group PLC Global Maritime Group AS Moreld Apply AS Ocean Installer AS Moreld Aqua AS Moreld Holding AS Moreld Invest AS Moreld GroupAS 100% 100% 100% 100% 100% 100%100%100% Note: Aurora Group Plc was previously the parent company of the group. However, as part of the listing process on Euronext Growth Oslo, Moreld AS was established as the new top company. The U.K. entity now func - tions as an empty holding company. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 8Moreld AS | Annual report 2024 | Business overview
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Global presence – local expertise Moreld’s primary operations are centred around the North Sea, with our headquarter in Stavanger, and key office locations in Norway and the U.K. In addition, the group has a strong global presence, with offices in 18 countries. Ocean Installer, for example, has successfully executed subsea installation projects across Australia, West and Central Africa, Brazil, and the Mediterranean in recent years. Global Maritime’s international offices support Moreld’s global marine warranty and marine services business lines, which require a local presence, personnel, and resources to effec - tively deliver projects. In 2024, 75 per cent of our revenue was gen- erated from projects and contracts in Norway, with our second-largest market being West Africa, accounting for 15 per cent. Revenue dis- tribution varies year on year, depending on the subsea installation backlog and overall project portfolio. Moreld’s, strategic focus remains clear, strengthening its position as a leading global player in the energy markets. 75% 15% 6% 4% GEOGRAPHICAL SPLIT Revenue split 2024 ■ Norway ■ Africa ■ Europe excl. Norway ■ Other MORELD HQ Stavanger, Norway Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 9Moreld AS | Annual report 2024 | Business overview
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Strategy and objectives Moreld’s corporate strategy provides a holistic framework and direction for the development of the group. Moreld reviews its corporate strategy annually, considering performance trends, internal challenges, and external market factors to define key focus areas and objectives. The focus areas serve to guide the individual strategies of each subsidiary. VISION We will be the preferred partner for our customers in the transition towards a sustainable future. Strategic objectives: Build revenue visibility by securing long-term contracts, expanding our market share within maintenance and modification (M&M) and subsea installation, while maintaining strong HSE performance Drive cash generation through an asset-light business model, ensuring financial resilience and flexibility Strengthen our presence in international offshore markets, leveraging strong oil & gas market trends while continuing our diversification into renewables and other industries Enhance commercial and operational synergies across the group, optimising resources and delivering differentiated solutions to the market VALUES Moreld is guided by its core values of customer focus, industrial excellence, profitability, and sustainability. Long term opportunities While the group continues to experience high activity in offshore oil and gas services in the near term, an expectation that is set to persist for the foreseeable future, our long-term growth prospects remain strong. As government policies evolve with a growing focus on decarbonisation, the group is well-positioned to benefit from these changes. The group’s engineering services are highly transferable to related industries, enabling us to capitalise on emerging opportunities in offshore wind, CCS, onshore industries, and aquaculture. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 10Moreld AS | Annual report 2024 | Business overview
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Executive management Geir Austigard Chief executive officer Geir Austigard has served as the chief executive officer of Moreld since 2020. He has more than thirty years of industry experience, of which 20 years from Øglænd, a multinational indus- trial group where he held various management positions before taking over as CEO in 2008. Prior to Øglænd, Mr. Austigard worked as a petroleum engineer for Shell from 1992 to 1999. He holds a MSc in petroleum engi- neering from the University of Stavan- ger in Norway. Trond Rosnes Chief financial officer Trond Rosnes is chief financial officer (CFO) of the company. He became the CFO of Moreld Group in 2023, transi- tioning from his previous role as CFO at Moreld Apply. He also serves as a board director of the company. Mr. Rosnes has over 20 years of combined audit/consultancy and O&G industry experience where he has held various CFO positions. Prior to joining Moreld Apply, he served as CFO at Aarbakke. Previous experience includes MD and CFO positions within former Moreld Apply group entities. Mr. Rosnes started his career as an auditor in Deloitte and holds a BSc in audit & accounting from the University of Sta- vanger and an MBA from Herriot-Watt University. Karsten Andre Gudmundset CEO of Moreld Apply Karsten Gudmundset is CEO of Moreld Apply. Mr. Gudmundset com- menced his tenure as chief executive officer of Moreld Apply in Septem - ber 2016. Prior to assuming the role as CEO of Moreld Apply, Mr. Gudmund- set served as a member of the group management team at the German Kaefer Group, where he held the posi- tion of Managing Director for eight years. He has a wealth of experience from a range of management roles at Kvaerner and Aker Kvaerner compa- nies, both in Norway and internation- ally. Mr. Gudmundset holds degrees from the Norwegian University of Sci - ence and Technology (NTNU) and relo- cated from Trondheim to the region of Stavanger nearly 30 years ago to embark on his career as an engineer at Kværner Rosenberg. Kevin Murphy CEO of Ocean Installer Kevin Murphy is the CEO of Ocean Installer. Mr. Murphy has been with Ocean Installer since 2011 and has held various positions prior to assuming his role as chief executive officer in 2022. Mr. Murphy has almost 20 years of experience in the industry, and prior to joining Ocean Installer, he held var- ious positions at Subsea 7 (previously known as Acergy) from 2006 to 2011. He holds a master of accounting and a bachelor of commerce from Curtin University of Technology. Jonathan William Logan CEO of Global Maritime Jonathan William Logan is CEO of Global Maritime. Mr. Logan is a char- tered engineer and member of the Society of Offshore MWS and holds a masters in naval architecture. Mr. Logan has been with Global Maritime since 2012. Mr. Logan has more than 20 years of experience in the maritime and offshore industry. Prior to joining the executive team, Mr. Logan was manager of Global Maritime's opera- tions in Scotland, having developed a particular focus on projects within the offshore wind sector during this time. Mr. Logan was project manager for Global Maritime on many engineering and marine warranty scopes of work, including the construction of the first phase of the Kincardine floating wind- farm, and the deployment of the STP buoy at the Aje field, offshore Nigeria. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 11Moreld AS | Annual report 2024 | Executive management
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Board of directors Julian McIntyre Chair of the board Julian McIntyre is the chair of the board of directors. Mr. McIntyre is a serial entrepre- neur and investor with unique experience in starting, build- ing, and financing businesses in the world's most exciting technology and energy mar- kets. Mr. McIntyre has started and invested in numerous businesses, raised billions of dollars of investment capital, and shared in the value crea- tion with experienced operator management teams. Mr. McIn- tyre is recognised as a lead- ing player in the mid-market buy-out and leveraged finance sector. He holds a 1st class hon- ours BSc in computer science & business studies from Queen Mary & Westfield, University of London. Venkat Siva Director Venkat Siva joined McIntyre Part- ners in 2009 and is an entrepreneur and capital markets professional, with experience in energy, tech- nology and investment banking. Along with Mr. McIntyre, Mr. Siva co-founded Greenfire Resources and Arq Limited. From 2015 until 2023, Mr. Siva served as Arq Limit- ed’s CFO, responsible for fundrais- ing, corporate finance, financial planning and reporting. Prior to this, he worked as a corporate finance banker within Goldman Sachs’ M&A franchise, where he advised Mr. McIntyre on the sale of Gateway Communications to Vodafone in 2008. During his tenure at Goldman, he advised some of the UK’s lead- ing blue-chip and mid-cap compa- nies, including Cadbury’s, Tesco’s, and the BBC, amongst others, on issues relating to M&A, fundraising, restructuring and strategy. Mr. Siva previously worked for Motorola in Singapore, and holds an MBA from the Indian Institute of Management. Ole Slorer Director Ole Slorer is an independent investor and advisor. He was previously a managing direc- tor with BTIG and Morgan Stan- ley. He has close to 30 years of energy, shipping and equity research experience. Mr. Slorer has a BSc in Naval Architecture & Shipping from the University of Newcastle upon Tyne and a MSc in shipping, trade and Finance from City University Business School. Mark Dickinson Director Mark Dickinson is the Founder and managing partner at Veloc- ity Partners. Prior to this, he held the position of chief oper- ating officer at specialist private equity firm Bluewater, served on the investment committee at Arle Capital Partners and was a partner at FTSE 100 company 3i plc. Having more than 25 years of private equity experience, Mr. Dickinson has invested in vari- ous types of deals such as buy- outs, growth capital, 'buy and builds', start-ups, acquisitions, IPOs, public to privates, cor- porate carve outs, and private transactions across Europe, the United States, Latin America, the Middle East, and Asia. He has also served as a director on over 20 boards. Mr. Dickinson has a law degree from the Uni- versity of Hull and is an ACA. Neil John Hartley Director Neil John Hartley has spent his career in energy services, includ - ing working in technical and operational roles at Schlum- berger, working in M&A and capital raising at sector special- ist investment bank PSC (pre- viously Simmons & Company) and most recently 16 years as a private equity investor for two leading energy PE funds (First Reserve and Buckthorn). During this time, he has originated and led private equity investments in companies headquartered in UK, Norway, Canada, Brazil, SE Asia, and the Middle East. His expertise, deal track record and network are centered around engineering, services and man - ufacturing businesses in the oilfield services and energy tran - sition markets. Mr. Hartley has a degree in engineering, econom- ics and management from the University of Oxford and an MBA from Harvard Business School. Trond Rosnes Director and chief financial officer Trond Rosnes is chief finan- cial officer (CFO) of the com- pany. He became the CFO of Moreld Group in 2023, transi- tioning from his previous role as CFO at Moreld Apply. He also serves as a board direc- tor of the company. Mr. Rosnes has over 20 years of combined audit/consultancy and O&G industry experience where he has held various CFO positions. Prior to joining Moreld Apply, he served as CFO at Aarbakke. Previous experience includes MD and CFO positions within former Moreld Apply group entities. Mr. Rosnes started his career as an auditor in Deloitte and holds a BSc in audit & accounting from the Univer- sity of Stavanger and an MBA from Herriot-Watt University. Contents About Moreld This is Moreld Key figures 2024 Highlights 2024 Letter from the CEO Busines overview Moreld and subsidiaries Geographical presence Strategy and objectives Executive management Board of directors Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information 12Moreld AS | Annual report 2024 | Board of directors
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Corporate governance in Moreld Recommendations and regulations on corporate governance The company was admitted to trading on Euronext Growth Oslo in December 2024. Moreld seeks to com - ply with the applicable legal framework for companies listed on the Oslo Stock Exchange and endorses the code of practice for corporate governance issued by the Norwegian Corporate Governance Board. Moreld views good corporate governance as a prereq- uisite for sustainable value creation and believes it is crucial for achieving the company’s core business and long-term objectives. The company’s corporate func- tion ensures appropriate governance and supports the development of Moreld. The topic of corporate governance is subject to annual evaluation and discussion by the board. This report was adopted at the board meeting on 22 April 2025. Governing bodies General meeting of shareholders Responsible for approving Moreld’s articles of asso - ciation, electing members to the board of directors, electing the external auditor as well as approving the auditors remuneration. Additionally, it approves the annual accounts and the board of directors' report, dividend proposals, and address any other relevant matters specified in the meeting notice. The board of directors The board of directors is responsible for overseeing the company’s operations and to ensure that it is organised on a sound and effective manner. Key responsibilities include appointing and terminating the CEO, preparing strategic plans and budgets, addressing any deviations from them, and safeguarding the company’s financial health and compliance. The board is also tasked with approving annual reports, maintaining adequate con- trol over accounting and asset management, ensur- ing sufficient equity and liquidity, and representing the company in important matters. Additionally, they are responsible for conducting annual self-assessments, address matters outside the CEO’s responsibilities and ensure that all matters on the board’s annual calendar are dealt with in the course of the year. Audit & risk committee The audit & risk committee is a sub-committee of Moreld’s board of directors and its objective is to act as a preparatory body in connection with the board's supervisory roles with respect to audit, finan - cial reporting and the effectiveness of the company's internal control and enterprise risk management sys- tem, as well as other tasks assigned to the commit- tee in accordance with the provisions set forth in these instructions. The audit & risk committee supports the Board reporting Governance procedures Financial reporting Accounting Financing Capital allocation Financial modelling Corporate strategy Business development support M&A Frameworks & tools Business intelligence Management presentations Support bid processes Improvement projects Ad hoc support Investor relations ESG procedures and reporting Strategic marketing & communications Governance Finance & treasury Strategy & business development Management support Communications & ESG MORELD CORPORATE RESPONSIBILITIES Contents 13Moreld AS | Annual report 2024 | Corporate governance About Moreld Corporate governance report Recommendations and regulations on corporate governance Governing bodies Internal control and risk management Equality and diversity Board of directors’ report Sustainability statement Financial statements Contact information
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board in the administration and exercise of its respon- sibility for supervision in accordance with applicable provisions of the Companies Act and other relevant legislation. External audit Deloitte AS serves as the auditor for Moreld and is responsible for independently providing a reasona- ble assurance that the financial statements taken as a whole are free from material misstatements, in compli- ance with Norwegian regulations and the International Ethics Standards Board for International Code of Ethics for Professional Accountants. Remuneration committee The remuneration committee, which is currently under formation, is responsible for overseeing the company's executive compensation strategy, including setting and reviewing the pay and benefits for top executives. This involves ensuring that compensation is aligned with Moreld’s performance, market standards, and shareholder interests. The committee also ensures that compensation practices are transparent, fair, and com- ply with relevant laws and regulations. Nomination committee The nomination committee, which is currently under formation, oversees the process of selecting and nominating candidates for the board of directors and other key leadership positions. This includes evalu- ating the skills, experience, and diversity of potential candidates, ensuring that the board's composition aligns with Moreld’s needs, and making recommen- dations for appointments or reappointments. The committee also reviews the performance of current directors. Executive management The executive management team’s main responsi- bilities are to oversee daily operations, implement Moreld’s strategy and make key decisions to drive busi- ness performance. They are responsible for managing resources, setting goals, ensuring financial stability and that the company complies with legal and regulatory requirements. Executive management also report to the board of directors and works to align Moreld’s oper- ations with its overall vision and objectives. GOVERNING/uni00A0BODIES General meeting of shareholders Board of directorsNomitation committee Audit & risk committee Executive management External audit Remuneration committee Internal control and risk management Together with management, the board of Moreld is responsible for defining and evaluating the company’s purpose, objectives, values, key strategies and risk pro - file. The primary goal is to consistently operate safely while maximising value for shareholders. Moreld maintains a code of conduct that applies for all employees, directors, owner representatives, inde - pendent contractors, consultants and others acting on behalf of the company. The code of conduct is a guide for making ethical, responsible and profitable deci- sions in the day-to-day work. Moreld requires that all employees and consultants read the code of conduct and confirm they comply with it. The company operates with the highest level of pro- fessionalism and integrity, adhering to strict ethical standards both internally and externally. A positive and open communication environment is essential for the company's growth and fosters a healthy work- place. Moreld encourages transparent and honest dis- cussions and is committed to safeguarding employees' right to freedom of expression. The management rec- ognises that whistleblowing is valuable for the com- pany, as it provides crucial insights for addressing issues and learning from discrepancies. All employ- ees are encouraged to report any violations of the law, company policies and procedures, ethical standards, or any other unacceptable practices. The company has established a "whistleblowing hotline" with the com - pany's legal representative Advokatfirmaet Schjødt AS. Managed by an independent third party, this channel ensures confidentiality for all reported incidents. The company is committed to full compliance with all applicable anti-corruption laws. Corrup- tion poses a serious threat to fair competition and undermines legitimate business practices. Moreld expect all employees and stakeholders to be aware of the types of payments, transfers, and business activities that could expose the company to cor- ruption risks. The company’s anti-corruption policy Contents 14Moreld AS | Annual report 2024 | Corporate governance About Moreld Corporate governance report Recommendations and regulations on corporate governance Governing bodies Internal control and risk management Equality and diversity Board of directors’ report Sustainability statement Financial statements Contact information
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outlines the standards and expectations regard- ing anti-corruption practices. All employees must complete anti-corruption training. Additionally, the audit & risk committee conducts regular risk assess - ments, including an annual evaluation of the corrup- tion risks related to the company's operations. As a minimum, the risk assessment must include risk associated with countries, business partners and transactions. The company strives to constantly minimise cyberat- tack risks and enhance protection against potential threats. Moreld is committed to protecting its employ- ees, partners, and the company from illegal or harm- ful actions, both intentional and unintentional. Moreld’s cyber security policy provides a key checklist that should be used as a guide on a daily basis to reduce the risk of attacks. Safeguarding personal and sensitive information is a key priority for Moreld, and any violation would pose a risk to the rights and freedoms of those whose infor- mation the company holds. The company’s data pro- tection policy outlines key data protection principles on how to process personal data in accordance with appli- cable data protection laws. Personnel with permanent or regular access to personal data must complete pri- vacy and data protection training. The company peri- odically performs a general privacy risk assessment of the business. The purpose of such assessments is to identify potential privacy risks and come up with meas - ures to minimise such risks. Equality and diversity Moreld is working strategically to improve equality, diversity and inclusion. We believe that achieving bal- ance in our organisation, not just in terms of gender but also in terms of age and background, is key to our company culture and our performance. This is a part of Moreld’s long-term strategy for our organisation and culture. The organisation monitors and reports regularly on the status of diversity and inclusion to the group manage- ment and board of directors. We are conscious that changes must take place over time, supported by clear goals and various measures. Please refer to the sustain- ability statement in this report for more information on the company guidelines. – The organisation monitors and reports regularly on the status of diversity and inclusion to the group management and board of directors. Contents 15Moreld AS | Annual report 2024 | Corporate governance About Moreld Corporate governance report Recommendations and regulations on corporate governance Governing bodies Internal control and risk management Equality and diversity Board of directors’ report Sustainability statement Financial statements Contact information
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Board of directors’ report Set for the future Principal activities Moreld is a multi-disciplinary engineering group pro- viding comprehensive services across offshore energy, marine and onshore industries. With over 40 years of experience on the NCS, Moreld is a key player in the energy service sector, supported by long-term agree - ments with high-quality E&P operators. Moreld’s core services include subsea installation, asset maintenance and modification, as well as marine operations and consultancy services. The group employs more than 2 700 skilled profession- als and contractors, of which 50 per cent are highly skilled engineers. The company runs an asset light busi- ness model, where our employees and their skills are our most important asset. Consequently, all fabrication and related work is subcontracted to high qualified sub-con- tractors, based on long term contracts. Headquartered in Stavanger, Norway, and with a presence in 18 countries, Moreld combines global reach with deep industry knowl- edge to provide innovative, high-value solutions to clients worldwide. The group consist of three segments; Ocean Installer, Moreld Apply and Global Maritime. The ultimate parent company Moreld AS is listed on Euronext Growth Oslo under the ticker MORLD. Business review Moreld has concluded a transformational year. In December 2023, Moreld in its current form was estab - lished through the acquisition of Moreld Apply, Global Maritime and Ross Offshore. In June 2024, the group acquired Ocean Installer, marking the group’s entry into the subsea market. At the same time, Ross Off- shore was divested, further streamlining the opera - tional areas of the group. Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 16Moreld AS | Annual report 2024 | Board of directors’ report
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2024 has also been a strong year operationally, due to the successful execution of multiple projects and the long-term frame agreements with blue-chip E&P-op - erators on the NCS, and following the acquisition of Ocean Installer, the group has increased its global pres- ence. In 2024, the group conducted several large sub- sea projects in Western Africa, marking an important step towards broadening its presence and increas- ing utilisation through the low (winter) seasons on the Northern hemisphere. However, Norway and the NCS is, and will be, Moreld’s most important market, and approximately 75 per cent of the revenue came from the Norwegian market in 2024. The year ended with an important milestone for the Moreld Group. On 19 December 2024, the group con- cluded its Initial Public Offering (IPO) on the Euron- ext Growth Oslo, including raising approximately NOK 950 million in new equity. Following the IPO, the pro- ceeds were used to repay USD 80 million in debt prior to year end. In the beginning of 2025, the group refi- nanced its remaining debt and raised USD 130 million in a new bond, which optimised the capital structure and reduced the cost of capital. In total, this gives the group a solid foundation for the future and opens for capital distributions to the shareholders. This led the board to approve a new dividend policy in the begin- ning of 2025, which targets a distribution of 40 – 60 per cent of adjusted net income over time. The first divi- dend will be paid in May 2025, pending approval at the annual general meeting. The year ended with a solid combined order backlog of NOK 9.9 billion, with Moreld Apply contributing NOK 5 billion, Ocean Installer NOK 4.5 billion and Global Mar- itime NOK 0.5 billion. The order backlog lays a founda - tion for a continued strong performance. A large share of the expected activity in 2025 has already been secured through the backlog, with approximately 70 per cent of the order backlog set to be delivered within the next year. Consequently, Moreld is confident in the long-term visibility of the offshore energy market and hence its ability to deliver the forecasted revenue and EBITDA. In the beginning of 2025, Moreld exercised an option for the construction supply vessel North Sea Giant, one of the two key enabling vessels the group has on long-time charter. The new lease term is com- mencing in the end of 2025 with optional periods that extend it until the end of 2029. In addition, Moreld also leases the state-of-the art vessel Normand Vision on a long-term charter. Including optionality, this ves- sel is available until the end of 2028. This provides the group with future capacity that enables the comple- tion of larger and more complex marine construction projects globally. Health, safety and the environment Moreld’s number one priority is to ensure all our employees are returning home safely – every day. Safety performance remains our top priority going forward, and safe operations is our license to operate. Moreld’s vision for HSE is zero incidents or accidents involving our employees, customers and partners in our global operations. Therefore, we never stop work- ing to build a strong and proactive safety culture. At Moreld, safety must always come first, and our employees and partners are instructed to stop work if it involves a safety risk. Safety best practices are actively shared across all Moreld companies to drive continuous improvement. In 2024, we strengthened our safety performance, reducing lost-time incident frequency to 0.47 inci- dents per million manhours by year end and avoiding any serious incidents. While there were two lost-time incidents across the group, a historically low figure, we remain committed to our zero-incident vision. Impor- tantly, this safety performance was achieved while managing a high workload across multiple risk-in- tensive projects. At Moreld, we never compromise on safety. Our commitment is unwavering, and our work to enhance safety never stops. The group companies adhere to strict Environmental, Social and Governance (ESG) policies. Corporate govern- ance is implemented in accordance with Moreld’s “We behave and comply” policy. ESG-data are monitored and reported monthly and quarterly against set tar- gets. During 2024, significant progress has been made in our sustainability and risk management efforts. The double materiality assessment (DMA) aimed at aligning with the EU Corporate Sustainability Reporting Direc- tive (CSRD) has been carried out. Moreld has conducted interviews with key internal and external stakeholders to gather valuable insights and feedback with an aim to comply with all reporting requirements under CSRD from 2025 onwards. A common reporting process has also been implemented across the group. These initi- atives represent a continued commitment to sustain- ability and improving our environmental performance across the organisation. The group reported emissions of 54 076 tons of CO₂ equivalents in 2024, with nearly 90 per cent stemming from direct emissions caused by fuel consumption in leased vessels supporting subsea projects. Moreld is committed to working with our suppliers to promote Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 17Moreld AS | Annual report 2024 | Board of directors’ report
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and implement energy efficient initiatives. One initi- ative is that Moreld, together with the vessel owners, project teams and our clients, promote the utilisation of economical transit speeds where possible, which is proving to have large impact on energy efficiency and emissions reduction. Another key focus for our busi - ness is the chartering of new vessels. Energy efficiency and emissions are key metrics used to assess new ves - sels to ensure that Moreld charter the most efficient vessels available. For example, the North Sea Giant which we have extended our lease for, comes complete with an installed hybrid battery pack which can pro- vide up to 35 per cent reduction in fuel consumption whilst operating in dynamic positioning mode. For our other chartered assets, we continue to review the latest market offerings for energy efficient fuels and technol- ogies. Our vessels operate on marine grade oil and fuel consumptions vary depending on the operations. Employees and organisation Offshore engineering and installation is a complex industry. Our ability to solve problems for our cus- tomers depends on the expertise, creativity, and ded- ication of our teams. Our people are at the heart of everything we do, and we believe that investing in tal- ent is as essential as investing in technology or assets. On 31 December 2024, the group employed 1 976 peo - ple in addition to 789 external consultants, bringing the total headcount to 2 765. The group works actively and systematically to promote the purpose of the Dis- crimination act and shall be a workplace where there is no discrimination based on ethnicity, skin colour, lan- guage, religion, disability, sexual orientation, or gender. This is reflected in the way Moreld works with recruit- ment, wages and working conditions, promotions, development, and protection against harassment. – Our ability to solve problems for our customers depends on the expertise, creativity, and dedication of our teams. Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 18Moreld AS | Annual report 2024 | Board of directors’ report
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Diversity and anti-discrimination policies The group fully complies with equality and anti-dis- crimination legislation across all locations. As of year- end 2024, our workforce totalled 1 976 employees, with a gender distribution of 77.6 per cent male and 22.4 per cent female employees. Among leadership positions, 71.4 per cent were male and 28.6 per cent female. We recognise that the offshore industry and engineer- ing professions have historically been male dominated. Moreld is committed to fostering a more gender-bal- anced workforce by actively recruiting more women. In 2025, our key focus will be to increase female rep- resentation in operational leadership roles. Work environment & employee conditions In the offshore industry employees can be exposed to rough conditions and we have a high focus on employee well-being. Sick leave in the group was on average 3.3 per cent, split into 2.1 per cent long term sick leave and 1.3 per cent short term. In 2024, we placed a particular emphasis on mental health, recog- nising its importance in a high-intensity work environ- ment. Additionally, the group is expanding investments in graduate programs and leadership training, ensur- ing employees have opportunities for growth and career development. Financial performance Total revenues were NOK 7.1 billion in 2024, increas- ing to NOK 9.2 billion if Ocean Installer is included for the full year on a proforma basis. The revenues were delivered alongside strong profitability, with a full year EBITDA excl. IFRS 16 of NOK 0.6 billion, increasing to NOK 1 billion on a proforma basis. As 2024 was the first year in operation for the Moreld Group, no comparable information is available. The operating result (EBIT) ended at NOK 446 mil - lion, impacted by non-cash amortisation of intan - gible assets identified as part of the purchase price allocations from the acquisitions in 2023 and 2024. Net loss before tax ended at NOK 945 million, signif- icantly impacted by finance expenses of NOK 1.4 bil- lion. The finance expenses include one-off costs of approximately NOK 840 million, consisting of NOK 400 million in refinancing expenses and NOK 440 mil- lion in non-cash fair value change on warrants issued alongside the bonds. The warrants were exercised and reclassified to equity prior to the IPO in Decem- ber. Net loss after tax ended at NOK 703 million, which includes NOK 172 million in profit from discontinued operations following the divestments of Ross Offshore and Capnor. As the group has an asset-light operating model, the strong underlying financial performance led to a solid cash generation. Cash flow from operating activities ended at NOK 1.4 billion which excludes lease pay- ments of NOK 803 million for chartered vessels and office facilities which are classified as financing cash - flows under IFRS 16. Cash flow from investing activities ended at minus NOK 300 million, with the major- ity being the cash outflow from the acquisition and Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 19Moreld AS | Annual report 2024 | Board of directors’ report
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divestments performed in 2024. Cash flow from financ - ing activities ended at NOK 222 million, impacted by the refinancing and the new equity issued in Decem- ber. This gives a cash balance at year end of NOK 1.5 billion. Following the USD 80 million debt repayment executed at the end of the year, net-interest bearing debt was NOK 146 million on 31 December 2024, giving a leverage ratio of 0.1. Total assets at the end of 2024 amounted to NOK 7.2 billion, including NOK 2.1 billion in right of use assets accounted for under IFRS 16, NOK 1.5 billion in cash and NOK 1.6 billion in trade receivables and contract assets. Total equity ended the year at NOK 698 million, giving an equity ratio of 9.71 per cent. Further, total liabilities ended the year at NOK 6.5 billion, including long-term bond debt of NOK 1.5 billion, lease liabilities of NOK 2.0 billion and trade payables and contract liabilities of NOK 1.6 billion. Risk and risk management Moreld acknowledges the importance of having a com- prehensive understanding of the commercial and financial risks facing the group, as these could affect cor- porate governance, reputation and business objectives. Moreld has in place clearly defined levels in respect of limits for delegated authority. The executive manage- ment team meets on a regular basis to discuss relevant matters including operational risks and opportuni- ties, and the growth and development of the organisa- tion within its current financial framework. Moreld has processes in place to identify risks at an early stage to put mitigating measures in place, and the group’s pol- icies regarding financial risk management are consist- ently applied. The policies are a fundamental part of – Moreld acknowledges the importance of having a comprehensive understanding of the commer- cial and financial risks facing the group. Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 20Moreld AS | Annual report 2024 | Board of directors’ report
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the group’s long-term strategy and cover areas such as operational risk, compliance risk, market risk, foreign exchange risk, interest rate risk, credit risk, liquidity risk, and capital management. Financial results and results from the risk management process are reported to the board of directors on a regular basis. Market risk The operational and financial development of the group is dependent on the general development in the oil and gas industry, and especially the development in energy prices. As a large share of the group’s activity is focused on maintenance and modification services, as well as subsea development of existing fields and tiebacks, Moreld believes it is well-positioned for the future. The operators have in recent years increased their focus on tiebacks of new satellite fields to existing infrastructure, and Moreld believes this development will continue. The group is positioned to take advan- tage of this development, as it will require both major modifications scope on existing infrastructure and sub - stantial subsea scope related to the tiebacks. Additionally, the future success of the group will also be impacted by its ability to secure new contracts and enter new market segments. 2025 is a year of signif- icant renewal of large frame agreement within the maintenance and modification on the NCS, and Moreld is working tirelessly to position itself the best way pos - sible for these contract renewals. The group has in recent years also shown that it manages to successfully enter new market segment and geographies, for exam- ple through an increased focus on the onshore process industry. By bringing our service offering from the off - shore industry to the onshore process industry, Moreld has succeeded in broadening our market presence, while at the same time benefiting from several dec- ades of experience from the oil & gas industry. Currency risk The currency risk is managed on group level. Hedg- ing of currency exposure is utilised when required and is part of Moreld’s finance strategy. Most of the group’s revenues are in Norwegian Kroner or US dol- lars, and the same applies for most of the cost base. Moreld’s contracting principle is to match outflows in one currency with corresponding inflows in the same currency, and as such, the group is to a limited extent impacted by currency risks in their operations. The bond debt is issued in US dollars, and the position is currently not hedged due to its size. Hence, the group will be impacted by the development in the Norwe- gian Kroner versus US dollars going forward. However, a large share of the group’s cashflow is in US dollars, providing a natural hedge against the dollar debt. On 31 December 2024, the group did not have any hedged positions. Interest rate risk The group is exposed to fluctuations in the interest rate as factoring facilities and deposits have a floating rate of interest. Moreld does not use any financial instru- ments to hedge the interest risk. Surplus cash deposits are as far as possible placed on investment accounts to increase the interest income. The interest rate on the bond debt is fixed and hence does not bear an inter- est rate risk. The same applies to the new bond debt issued in February 2025. Credit risk Moreld’s customers are mainly large, global E&P-opera- tors with very strong balance sheets. Hence, the credit risk is seen as limited and the companies in the group has historically not suffered any significant credit losses. Credit rating is obtained prior to entering new contracts. The group does not use any financial instru- ments to reduce the credit risk. Liquidity risk Liquidity risk represents the risk that the company will not be able to meet its financial obligations, includ- ing bank covenants as they fall due. Liquidity risk is managed on group level, and management monitors weekly and monthly forecasts of the group’s liquid- ity reserves to identify liquidity requirements in future periods. The policy to manage liquidity is to ensure that the group and parent company will always have suffi- cient liquidity reserves to meet its liabilities when due. Research and development Building on a history of engineering accomplishments, Moreld is well positioned to leverage our capabilities and maintain a strong position within the oil and gas industry, while growing low carbon and renewable offerings. Moreld is technology agnostic, and our goal is to choose the best solution for our customers and provide competitive technology that enables our cus- tomers to achieve efficient and reliable operations. Moreld’s technology strategy is customer focused built on standardised solutions within oil and gas. Moreld takes a partnership-based approach, working closely with our customers to understand their challenges and provide solutions that drive efficiency and performance. Through Moreld Apply, the group has also developed it’s unique deaeration technology which can fit applications across several industries onshore and offshore. 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Moreld has a strong focus on digitalisation and using digital tools to achieve improvements and increase efficiency. One example is the digital field worker developed by Moreld Apply. By using tablets on-site offshore, the solution empowers teams with real-time information, reduce reliance on paper and minimise errors. This results in more efficient, accurate and sus- tainable project execution. Outlook With a strong financial foundation, an asset-light model, a commitment to human capital, the highest level of HSE standards and a disciplined approach to growth, Moreld is well-positioned for the future. Moreld concluded 2024 with a solid order backlog of NOK 9.9 billion, laying a strong foundation for future perfor- mance. In addition, tendering activity remained strong throughout the year, and numerous tendering pros- pects are in process for 2025 and beyond. Market opti - mism has continued as energy prices have remained solid. Additionally, the focus on European energy secu- rity has continued to be high on the agenda, also fol- lowing the recent turmoil as the world becomes more polarised. For Moreld, this also represents continued opportunities as the NCS is proving to be an important energy provider to Europe for many years to come. Outside of the Norwegian market, the African and Mediterranean markets continue to make up a sig- nificant portion of the key targets identified for 2025. The age of the installed equipment base in Africa combined with numerous operators signing field-life extensions, in addition to numerous greenfield project sanctioning, continues to provide Moreld with opportu- nities in the SURF, decommissioning and mooring seg- ments across these markets. – Moreld has a strong focus on digitalisation and using digital tools to achieve improvements and increase efficiency. Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 22Moreld AS | Annual report 2024 | Board of directors’ report
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While the group continues to experience high activ- ity in offshore oil and gas services in the near term, an expectation that is set to persist for the foreseeable future, our long-term growth prospects remain strong. As government policies evolve with a growing focus on decarbonisation, the group is well-positioned to benefit from these changes. The group’s engineering services are highly transferable to related industries, enabling us to capitalise on emerging opportunities in offshore wind, carbon capture and storage, onshore industries, and aquaculture. In 2024, Global Maritime concluded a large project within the offshore wind industry, proving how our competencies are of rele- vance in the energy transition. The increasing geopolitical turmoil in the beginning of 2025 is expected to have limited impact on Moreld’s operations, at least in the short-term. The order back- log is strong and a large share of the budgeted revenue for 2025 has already been secured. The increased focus on European energy security seen in the last years has given renewed attention to mature areas such as the NCS, and we believe the NCS will continue to play an important role in the European energy mix for many years to come. However, increasing tension and polar- isation in the western world could potentially lead to lower economic activity which in turn could reduce the investment levels in the energy sector, and thereby also reduce activity in the markets where Moreld is operating. Directors’ and officers’ liability insurance Moreld AS has a directors and officers liability insur- ance in place for the entities in the Moreld Group. The insurance covers current, past and future directors and officers of the company and its subsidiaries. D&O – The group’s engineering services are highly transferable to related industries. Offshore wind is just one example. Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 23Moreld AS | Annual report 2024 | Board of directors’ report
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insurance grants cover on a claims-based basis, and is issued by a reputable insurer, with an appropriate rating. Transarency Act At Moreld, we uphold human rights and decent work- ing conditions as essential standards for all employees, suppliers, and subcontractors. Our business principles require partners and suppliers to ensure safe, healthy work environments, provide equal opportunities, and respect fundamental human and labor rights. These principles outline the requirements for doing business with us, including compliance with the Transparency Act. Moreld will publish a statement according to the Transparency Act on moreld.com/sustainability within the deadline 30 June 2025. Parent company financial statements The parent company Moreld AS had its first year in operation in 2024. The company was acquired as a shelf-company prior to the IPO to serve as the list- ing entity. The company is a holding company which only purpose is to be the ultimate parent company in the Moreld Group and have its shares listed on Euron- ext Growth Oslo. Hence, the company did not have any revenues in 2024. The company had an operating loss of NOK 10.9 million in 2024 and the loss for the year after tax amounted to NOK 10.1 million. The company had NOK 816 million in equity at 31 December 2024, fol- lowing the private placement performed prior to the IPO. Total assets amounted to NOK 1 023 million. Cash flow used in operations was NOK 1.7 million, while cash flows used in investing activities was NOK 650 mil - lion, related to a share capital increase in its subsidiary. Cash flow from financing activities was NOK 655.7 mil - lion, impacted by the net proceeds received from the private placement and intra-group loans provided to other entities in the group. Profit of the year and allocation of net profit The parent company Moreld AS made a net loss of NOK 10.1 million for 2024. The board proposes a dividend of NOK 0.42 per share, giving the following allocation of the result: Amounts in NOK thousand 2024 Dividend 75 413 From equity (65 277) Total allocated (10 136) Going concern The board confirms that the requirements of the going concern assumption are met and that the annual accounts have been prepared on that basis. The board is not aware of any factors that materially affect the assessment of the company’s position at 31 Decem - ber 2024, or the results for 2024, other than those pre- sented in this report or that otherwise follow from the financial statements. Subsequent events See note 32 Subsequent events in the consolidated financial statements for an overview of subsequent events from 31 December 2024, until date of issuance of the financial statements. Stavanger, 22 April 2025 Julian McIntyre Chair of the board Venkat Siva Director Mark Dickinson Director Neil Hartley Director Trond Rosnes Director Ole Slorer Director Geir Austigard Chief executive officer Contents About Moreld Corporate governance report Board of directors’ report Principal activities Business review Health, safety and the environment Employees and organisation Financial performance Risk and risk management Research and development Outlook Sustainability statement Financial statements Contact information 24Moreld AS | Annual report 2024 | Board of directors’ report
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Sustainability statement 2024 General disclosures BASIS FOR PREPARATION BP1: General basis for preparation of sustainability statements The sustainability statement is based on the European Sustainability Reporting Standards (ESRS) adopted by the European Commission. This statement is expected to be mandatory for Moreld the first time for the finan- cial year 2025, in accordance with the Norwegian Accounting Act §§1-2 and 2-3, which incorporates the Corporate Sustainability Reporting Directive (CSRD) and ESRS regulations, aligning with the EU’s imple- mentation timeline. A simplification proposal on sus- tainability reporting has recently been introduced from the European Commission, suggesting amendments to CSRD. At the time of publication of this report, the timing of our mandatory reporting remains uncertain. This report for the financial year 2024 will act as a tran- sitional report, and as such, contain some omissions. The content of this statement, including the metrics, has not undergone external assurance. All disclosures in the environmental, social, and govern- ance (ESG) sections have been identified as material through our double materiality assessment (DMA) and are required by the ESRS standards. Moreld's sustainabil- ity statement focuses on sustainability matters that are material for our company, highlighting areas where we have the greatest impact on people and the planet, or where we face the most substantial sustainability related financial risks or opportunities. The results of the DMA have shaped the content of the sustainability statement. Reporting scope and boundaries The sustainability statement is prepared on a consoli- dated basis, aligning with the principles used for financial Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 25Moreld AS | Annual report 2024 | Sustainability statement
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statements to ensure consistency across Moreld's activ- ities and operations. The report encompasses the entire group, including the entities Moreld Apply, Global Mari- time, and Ocean Installer, all of which have been included in our double materiality assessment and adhere to the group's sustainability guidelines. Omitted information The report has not omitted information related to intel- lectual property, know-how, or innovation results. The group underwent substantial restructuring in 2023, with 2024 established as the base year for data and tar- gets at the group level. As a result, our data collection process, and policies and targets are being revised to ensure accurate and comprehensive future reporting. Consequently, some information requested by ESRS is omitted in this transitional report. Therefore, this state- ment should not be interpreted as a fully compliant ESRS report. GOVERNANCE GOV1: The role of the administrative, management and supervisory bodies Our commitment to sustainability is prioritised at the highest level of our organisation. In recent years, we have strengthened the governance of sustainability in response to an increased awareness of how our busi- ness impacts people and the environment, as well as the sustainability-related risks we face in the short and long term. The administrative, management and supervisory bod - ies in the group comprise of the board of directors, with its audit and risks committee, and the executive man- agement team (EMT) including the group CEO. The board and audit and risk committee’s oversight Moreld’s board of directors is ultimately responsible for overseeing the company’s governance and man- agement of sustainability related matters. The board reviews and monitors business risks and opportuni - ties as part of its broader enterprise risk management (ERM) procedures. Social, environmental and governance metrics are reported as an integrated part of the business reporting process. Key metrics are reported on a monthly, quar- Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 26Moreld AS | Annual report 2024 | Sustainability statement
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terly and annual basis, ensuring continuous oversight and alignment with strategic objectives. Material business risks and opportunities identified by the company, including those relating to sustainability, are presented and discussed within the board and the audit and risk committee. The committee plays a key role in overseeing risks as part of the company’s inte- grated ERM framework. Furthermore, from 2025 the board will perform an annual evaluation of climate risks and opportunities, assessing the company’s performance on related met- rics. This evaluation forms the basis for reviewing and adjusting the business strategy, plans, and targets. Since the group was established in its current form after the acquisition of Ocean Installer in 2024, we are still in the process of implementing the governance model and setting targets, using 2024 as a baseline for the group. However, we build on a history of reporting on sustainability matters in the subsidiaries since 2020. Executive management team and the ESG Steering Committee’s role The responsibility for managing our impacts, risks and opportunities related to sustainability ultimately resides with Moreld’s CEO, who delegates this to the corporate function and subsidiary management. Sta- tus updates are provided during monthly management meetings and quarterly/annual ESG reporting. The subsidiary management teams are responsible for implementing and following up on policies, actions, processes, and procedures linked to sustainability mat- ters. The responsibilities for delivering on Moreld’s ESG targets are distributed across the respective group companies, with coordination happening through the ESG Steering Committee. The ESG Steering Commit- tee is formed by key stakeholders from each subsidiary, ensuring alignment on targets and implementation across operations. The CEO of each company in the group is responsible for defining and implementing relevant actions to sup- port the sustainability strategy and associated targets. This responsibility also includes identifying and man - aging relevant climate-related risks and opportunities within their respective companies. Audit & risk committeeBoard of directors ESG committee Chief executive officer CEO Corporate & subsidiary management Expertise and skills on sustainability related matters The board and management possess extensive indus - try knowledge and experience, including expertise in sustainability-related matters. Additionally, the group relies on support and guidance from external experts to support its sustainability initiatives, target setting, risk management and reporting. External parties also provide extensive access to training and courses. Composition and diversity of the board of directors Key details regarding the board composition of Moreld AS is specified below. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 27Moreld AS | Annual report 2024 | Sustainability statement
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Disclosure Details Number of executive and non-executive members (board of directors) Six members in total: One executive member (CFO) and five non-executive members Representation of employees and other workers (board) No worker director representation at group level, but worker director representation in operational subsidiaries as required by Norwegian law based on employee numbers. Relevant experience (board) Directors of the board have extensive experience in the financial sector, private equity, and the energy industry, with a focus on the Norwegian Continental Shelf (NCS). Gender and other aspects of diversity (board) Currently 100 per cent male board members. However, new board members will be appointed by the next general meeting, to comply with Norwegian gender balance regulations (at least 40 per cent of each gender required). Independent board members 50 per cent of the board members (three out of six) are independent from manage- ment and the largest shareholders. Stakeholder engagement on governance and sustainability At Moreld, we actively engage with key stakeholders to ensure that sustainability governance aligns with external expectations and industry best practices. This engagement helps us identify and address material sustainability concerns while strengthening our gov- ernance approach. Investors: We maintain open communication with investors through regular investor meetings, quar- terly presentations, and general meetings, ensuring transparency. Regulators: We comply with regulatory reporting requirements and participate in industry discussions (e.g. through The Confederation of Norwegian Enter- prise (NHO)) to stay aligned with evolving sustaina- bility expectations and legal frameworks. Customers & Suppliers: Moreld collaborates with customers and suppliers to uphold responsible busi- ness practices. Our business principles for suppliers establish clear ESG expectations, and we conduct supplier audits to monitor compliance. Employees: Internal engagement on sustainability topics is facilitated through townhalls and the ESG committee. By integrating stakeholder perspectives into our gov- ernance model, Moreld ensures that sustainability-re- lated risks and opportunities are effectively identified, assessed, and managed. For further information regarding our stakeholder engagement, see section SBM-2. GOV2: Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies Sustainability is an integral part of Moreld’s govern- ance framework, with key environmental, social, and governance (ESG) metrics systematically reported and reviewed at various levels of leadership. Social and safety metrics To ensure informed decision-making, key social metrics such as safety figures, sick leave, manhours, and spill incidents are reported on a monthly basis in executive management team (EMT) meetings. These figures are also highlighted in board meetings, minimum once per quarter, to ensure continuous oversight of workplace safety and operational efficiency. Diversity and inclusion are also key focus areas, with women in management and overall workforce rep- resentation measured and reviewed quarterly. These insights help track progress toward a more diverse and inclusive workplace. Environmental and governance reporting Environmental performance, including emission and waste figures, is reported on a quarterly basis to the ESG Steering Committee and the EMT. In the case of significant deviations, these figures are escalated to the board of directors for further review and necessary action. Governance-related indicators, such as compli- ance, ethical performance, and corporate governance metrics, are reviewed annually, providing a compre- hensive assessment of regulatory adherence and cor- porate integrity. Once per year, the board conducts a thorough review of all key sustainability metrics and trends, ensuring long-term strategic alignment and continuous improvement. Governance and decision-making on sustainability the ESG Steering Committee plays a key role in mon- itoring sustainability performance, identifying risks and opportunities, and driving improvement initiatives. Meanwhile, the executive management team ensures that ESG principles are embedded into daily operations Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 28Moreld AS | Annual report 2024 | Sustainability statement
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and business decisions. The board of directors remains actively involved in overseeing sustainability efforts, integrating ESG considerations into Moreld’s broader corporate strategy and risk management approach. Through this structured governance model, Moreld maintains transparency, accountability, and a clear commitment to sustainability, reinforcing responsible corporate leadership and long-term value creation. Risk reporting Moreld follows a structured risk reporting framework, where risks are identified at the project and subsidiary level and escalated through the company’s enterprise risk management process. Most material risks, includ - ing potential risks linked to ESG factors, are reported quarterly to the EMT, the audit and risk committee, and the board of directors. Additionally, from 2025, the company will annually review and update its double materiality assessment, ensuring that both financial and impact materiality factors are integrated into deci- sion-making. Integration of sustainability into strategy and decision-making The board of directors oversees Moreld’s sustainabil- ity strategy and is responsible for approving long-term ESG objectives. The double materiality assessment will be linked to the company’s overarching strategy pro- cess, providing essential input into corporate strategy development. This ensures that sustainability-related risks and opportunities are also considered when mak- ing strategic business decisions. Key sustainability topics addressed in 2024 Following the change in ownership and organisational structure, 2024 has been a transition year for Moreld. The primary focus of the board and management has been on workplace safety and addressing safety-re - lated risks, ensuring a strong safety culture across the organisation. There were no major environmental deviations in 2024 that required board-level intervention, though ongoing ESG performance was reviewed through the compa- ny’s governance process. GOV3: Integration of sustainability-related performance in incentive schemes Incentive Scheme and ESG Integration At Moreld, incentivising key decision-makers on ESG matters is a key part of the management compensa- tion model. Key decision-makers are evaluated on per- formance, as they have the greatest influence over decisions impacting ESG outcomes. HSE performance Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 29Moreld AS | Annual report 2024 | Sustainability statement
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and ESG targets are integral to the executive man- agement team’s incentive scheme and are part of the non-financial targets that are reviewed annually. Sustainability-Related Performance Metrics HSE and ESG targets are explicitly factored into the EMT bonus calculation. Bonuses may also be revoked in the event of a serious HSE incident, environmental spill, or other significant ESG-related events, ensuring accountability. The proportion of variable remuneration tied to ESG-related performance varies depending on the individuals targets but is capped at a maximum of 20 per cent of the total bonus pot. Examples of ESG-re - lated performance metrics that have been used in the incentive scheme includes safety statistics such as lost- time incidents frequency, sick leave percentages, and the implementation of ESG reporting measures. For 2025 there are no incentive targets included directly linked to GHG emissions, but this will be considered once group-wide emission reduction targets have been established. Approval and oversight The board of directors is responsible for overseeing and approving the EMT remuneration policies and incen- tive schemes, ensuring they align with the company’s sustainability commitments. Executive management are responsible for approving remuneration policies within the subsidiaries ensuring that they are aligned with HSE and strategic objectives and reinforce a cul- ture of accountability and sustainability across the organisation. GOV4: Statement on due diligence Moreld has a structured due diligence process to assess, prevent, mitigate, and address sustainability-re - lated risks and impacts across its operations and value chain. Our approach includes supplier audits, double materiality assessment, and ongoing monitoring of ESG-related risks in alignment with our corporate gov- ernance framework. Due diligence process Moreld’s due diligence process is based on interna- tional best practices and regulatory requirements. The key components of this process include: Double materiality assessment: Conducted annu- ally to identify and assess material ESG risks and opportunities, ensuring that both financial and impact materiality factors are integrated into deci- sion-making. Supplier audits and business principles: Moreld has established business principles for suppliers, which have been implemented across all subsidiaries. Reg- ular supplier audits are conducted to ensure compli- ance with these principles, covering key areas such as labor rights, environmental performance, and eth- ical business conduct. Transparency Act statement and value chain due diligence: Each subsidiary conducts an annual due diligence review of its value chain as part of Moreld’s Transparency Act statement reporting. This includes risk assessments related to human rights and work- ing conditions, within the supply chain. ESG risk monitoring: Moreld integrates ESG risk assessments into its broader enterprise risk man- agement framework. Risks are reported at the pro- ject level and escalated to management, the audit and risk committee, and the board of directors on a quarterly basis. Mapping of due diligence in the sustainability statement The table below provides an overview of where differ- ent aspects of Moreld’s due diligence process are cov- ered in this report: Due diligence component Reference in sustainability statement Double materiality assessment IRO1: Description of the process to identify and assess material impacts, risks and opportunities Supplier audits & business principles G1-2 Management of relationships with suppliers Transparency Act statement & value chain due diligence S2-1 Policies related to value chain workers ESG risk monitoring & reporting GOV4: Statement on due diligence To ensure transparency and accountability, we will dis- close any updates to our due diligence approach in our annual sustainability statement, providing exter- nal stakeholders with insights into our ongoing efforts. Additionally, we publish separate statements that out- line our human rights and responsible business con- duct due diligence. GOV5: Risk management and internal controls over sustainability reporting At Moreld, we have established comprehensive risk management and internal control processes to ensure the accuracy, reliability, and transparency of our sustain- ability reporting. These processes are designed to align with our broader corporate governance framework and support compliance with regulatory requirements. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 30Moreld AS | Annual report 2024 | Sustainability statement
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Scope and key features of risk management in sustainability reporting To maintain the integrity of our sustainability disclo- sures, Moreld has implemented a structured data val- idation and oversight process across all levels of the organisation. Key elements include: Systematic data quality checks: We rely on our sys- tem provider, CEMASYS, to perform automated qual- ity checks on ESG data, ensuring the accuracy and consistency of reported information. Subsidiary-level validation: Each subsidiary con- ducts internal checks before submitting data to the group level, ensuring an additional layer of verifica- tion. ESG Steering Committee oversight: Regular reviews are conducted by the ESG Steering Committee, which assesses key sustainability indicators and ensures adherence to internal policies and external requirements. Risk assessment and mitigation Approach To manage and mitigate risks related to ESG metrics, Moreld systematically monitors key performance indi- cators across social, environmental, and governance matters. This includes: Identification of ESG risks: Risks are assessed based on their material impact, alignment with regulatory requirements, and potential influence on corporate strategy. Regular risk monitoring: Significant deviations from targets or unexpected ESG-related risks are esca - lated to the EMT and/or the board of directors for review and potential corrective action. Integration of risk assessment findings into internal functions Findings from risk assessments and internal control measures are actively integrated into corporate deci- sion-making and operational processes: The executive management team ensures that ESG risks are embedded into day-to-day business opera - tions and strategy execution. The board of directors provides ongoing oversight, ensuring that sustainability-related risks are effec- tively managed and aligned with Moreld’s long-term goals. ESG risk findings are incorporated into Moreld’s broader risk management framework, support- ing transparency and continuous improvement in reporting processes. This approach ensures that sustainability reporting remains robust, compliant, and aligned with industry best practices, reinforcing Moreld's commitment to responsible business operations and corporate integ- rity. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 31Moreld AS | Annual report 2024 | Sustainability statement
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Strategy SBM1: Strategy, business model and value chain Strategy and business model Moreld stands as a leading offshore service provider, renowned for its expertise in maintenance and modifi- cation, subsea and marine consultancy services. With over four decades of experience on the Nor- wegian Continental Shelf (NCS), we have established a robust presence both domestically and internationally. Our profi- ciency in subsea installations and long-term agreements with high-quality explora- tion and production operators underscore our commitment to excellence. As a multidisciplinary engineering actor, Moreld delivers comprehensive services across the offshore energy and marine industries mar- ket. With operations in 18 countries, including Nor- way, Malaysia, U.A.E, the UK, and the United States, we have access to major offshore markets worldwide. Our team of approximately 2 000 professionals, many of whom are engineers, drives our success. Moreld operates through three main segments: Moreld Apply, Ocean Installer, and Global Maritime. Together, these segments form our comprehensive business model and establish our role as a leading full-scope off - shore service provider. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 32Moreld AS | Annual report 2024 | Sustainability statement
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Moreld Apply is a multi-discipline engineering com- pany specialising in the maintenance and modification of offshore assets. With 1 341 employees across loca - tions in Stavanger, Bergen, Hammerfest, and Krakow, we assist E&P operators by enhancing production effi - ciency, implementing decarbonisation solutions, and extending infrastructure lifespan. Ocean Installer is a leading subsea installation com - pany operating in the SURF, mooring, renewables, and IRM segments. With 349 employees, half of whom are engineers, we are headquartered in Stavanger with offices in Oslo, Aberdeen, and Dubai. Global Maritime is a marine, offshore, and engineer- ing consultancy focused on de-risking, innovating, and advancing the energy transition in the offshore energy and marine industries. Our services cover the entire offshore project lifecycle, including engineering and design, construction, third-party verification, marine warranty surveying, dynamic positioning, installation, risk management, and decommissioning. An increas- ing share of Global Maritime’s revenues is directly linked to the renewable energy market. The company has 286 employees. Segment Revenue share Description M&M – frame agreements 65% Long-term frame agreements with major E&P operators. Larger projects 20% Execution of brownfield projects for major E&P operators with balanced risk-reward profile and shared upside potential. Operations, including asset assistance 15% Assist with onshore or offshore assets in late life operation including decommissioning and abandonment. Segment Revenue share Description SURF EPCI subsea 32% Fabrication of permanent subsea equipment, coordinating of fabrication and installing scheduling. SURF T&I 22% Transport and installation of subsea equipment. Mooring 36% Anchoring of floating units. Pre- lay of mooring system (anchors, chain, rope, etc.), tow unit to field, hook-up of mooring system. Segment Revenue share Description Marine services 35% Advisory services across all aspects of offshore and marine operations. Marine warranty services 25% Insurance market reduction of exposure to claims across all maritime industry sectors. Marine operations 20% Installation, replacement and decommissioning of offshore assets. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 33Moreld AS | Annual report 2024 | Sustainability statement
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In 2024, our total revenues were NOK 7.1 billion, distrib- uted across our three segments. Amounts in NOK million Total revenue Moreld Apply 3 802 Ocean Installer 2 481 Global Maritime 881 Total segments 7 165 Adjustments and eliminations (28) Moreld group 7 136 Our main market is the petroleum sector, where we assist leading oil and gas operations with a variety of offshore services through our three segments. In recent years, we have witnessed growing demand for our services in the broader energy sector, increasingly providing services to offshore wind developers. Amounts in NOK million Revenues Area of operation 1) Oil & gas 6 390 Renewables & green energy solutions 360 Onshore industry 272 Other 102 Total 7 125 1) Revenues by area of operations will be disclosed according to ESRS sectors once they are made available. Geographically, projects on the Norwegian Continen- tal Shelf (NCS) are Moreld’s largest market, followed by projects in Africa, the rest of Europe, Asia, Australia, and the US and Canada. Employees Moreld employs 1 976 people in 17 countries, spanning regions worldwide and providing us access to global offshore markets. Headcount by country: Country Employees Norway 1 349 Poland 289 UK 206 UAE 37 Azerbaijan 13 Malaysia 11 Germany 10 USA 10 Canada 9 Spain 8 Singapore 8 Qatar 6 Indonesia 6 China 6 South Korea 3 Egypt 3 Australia 2 Total 1 976 Moreld's operations are primarily based in Europe, with a significant portion of our workforce located in Nor- way, Poland, and the UK. Our presence in other regions is mainly attributed to smaller offices supporting Global Maritime's activities. Moreld’s value chain and key inputs and outputs Moreld operates in a dynamic business-to-business value chain, supporting operators in the offshore and subsea markets. Our clients include companies in oil and gas exploration and production, offshore wind developers, operators involved in decommissioning and other activities that require expertise on marine environments. We provide a comprehensive suite of services covering key elements of a project, includ - ing design, engineering, project management, main- tenance and modification services, subsea installation, and advisory services, as demonstrated in our value chain illustration on the next page. Our contributions are customised to meet the specific requirements of each project, positioning us as a key enabler of both fossil-based and renewable energy solutions. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 34Moreld AS | Annual report 2024 | Sustainability statement
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Securing key inputs As a provider of technical services, our most crucial asset is the recruitment of dedicated and skilled per- sonnel who deliver value to our clients. This encom- passes a diverse range of expertise in both onshore and offshore roles, including project management, engineering, and electrical work. To manage our most important asset, our people, we actively work to be an attractive employer and retain all the talented individu- als we have (see chapter S1 - Own workforce). To secure the expertise we need, we offer graduate programs and work closely with relevant educational institutions. We also rely on IT equipment and advanced software sys- tems to deliver our services, making this a key input for our business. To ensure continuous operations and pre- vent potential interruptions, downtime, or data breaches, cybersecurity is prioritised at the highest level, as demon- strated in our business Conduct chapter (see chapter G1 - Business conduct). Lastly, we procure a diverse range of tools, materi- als, and equipment for specific projects, primarily on behalf of our clients and tailored to their requirements. UPSTREAM All activities upstream enabling Moreld Group’s core activities OWN/uni00A0OPERATIONS Moreld Group’s activities PRIMARY SECONDARY DOWNSTREAM All activities related to services for customers and activities following service provision Waste management Recruitment and staffing services Exploration and production of oil and gas Production of electricity Decommissioning Procurement (buildings, IT systems, office supplies) Purchase of service (transport, cantina and cleaning) Production of offshore, and subsea equipment Procurement of tools and materials Marine and offshore advisory services Design, engineering and project management Procurement and supply chain management (supplier relationship management, sourcing equipment and services) IT services (providing IT infrastructure, support and services) Human resources (recruitment, training, pay and HSE) Management (finance, strategy, legal, performance monitoring, customer relationship management) Services provided: Full-scope offshore service provider for oil & gas, and renewable operations Decommissioning services Maintenance & modification services Subsea installation services Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 35Moreld AS | Annual report 2024 | Sustainability statement
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While client needs and preferences often guide pro- curement volumes and specifications, we frequently define technical solutions and select suppliers based on technical and commercial evaluations. Where we do have the opportunity to influence pro- curement decisions, we have procedures in place to assess and select the most sustainable materi - als, equipment, or solutions. Furthermore, we strive to apply a reuse-first philosophy, always considering the potential to utilise materials from stock before initiat- ing new purchases. The value of our output The largest share of Moreld’s revenue comes from subsea installation, maintenance, and modifica- tion projects, which are the company’s core services. These projects enable operators to optimise produc- tion, enhance operational efficiency, and extend the lifespan of offshore assets. By ensuring the safe and reliable operation of critical infrastructure, Moreld helps customers maximise hydrocarbon recovery while also reducing emissions through more efficient and sus- tainable solutions, such as waste heat recovery and electrification projects. For customers, this results in reduced downtime, increased asset performance, and compliance with evolving industry regulations, including environmen- tal standards. Investors benefit from Moreld’s strategic focus on long-term value creation, driven by operational excellence and technological innovation. Other stake- holders, including suppliers, regulatory bodies, and local communities, gain from Moreld’s dedication to safety, environmental stewardship, and industry best practices, contributing to a responsible and resilient energy sector. Ultimately, the end-products of the value chains we are involved in depends on the specific project we are engaged in. However, most of our activities sup- port the delivery of both fossil-based and renewable low-carbon energy products to the market, contribut- ing to energy security in society. Strategy and sustainability Our strategy and business model face both risks and opportunities in addressing sustainability challenges. We maintain a significant presence in the oil and gas sector, providing services supporting the extraction and consumption of petroleum products, which con- tribute to substantial greenhouse gas emissions. Simul- taneously, we are committed to building a leading industrial group that supports the energy transition by leveraging our expertise in offshore renewables and offering decarbonisation solutions in the O&G segment to help clients reduce their emissions. In the short to medium term, our focus remains on petroleum-related activities, meeting society's energy needs. Despite the industry's inherent climate impact, we are dedicated to balancing our approach and adapting to ensure our primary market aligns with the energy transition. SBM2: Interests and views of stakeholders Engaging with stakeholders is a key component of our value creation process. We are committed to maintain- ing an ongoing dialogue to address stakeholder expec- tations and information requests. This engagement is central to our due diligence and materiality assess- ments, allowing us to identify and evaluate both actual and potential impacts, as well as risks and opportuni - ties. We connect with a diverse range of stakeholders, including customers, suppliers, employees, owners, and partners, through various channels such as sur- veys, meetings, and digital platforms. Moreld actively seeks stakeholder input to enhance our understanding and strengthen our role in the energy transition. Frontrunner within carbon reduction technologies and services Fast-expanding player in renewable energy markets and green industries Preferred service partner for North Sea operators Top tier supplier in the subsea and marine engineering market STRATEGIC PILLARS Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 36Moreld AS | Annual report 2024 | Sustainability statement
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MORELD GROUP’S STAKEHOLDER GROUPS 1 4 5 8 2 7 3 6 Owners and investors Interest groups Suppliers Employees Bank, capital and insurance Customers Silent stakeholders Board and management The purpose of our engagement strategy is to gather insights from a broad range of key stakeholders, essen - tial for informed strategic decision-making and our long-term commitment to commercial success. Fur- ther details on how we engage with stakeholders are outlined in the table on the next page. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 37Moreld AS | Annual report 2024 | Sustainability statement
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Stakeholder group How engagement is organised Purpose of engagement Examples of outcomes from the engagement Employees Townhalls. Regular team meetings Surveys Performance reviews Training programs Internal communication platforms Align company goals Improve employee satisfaction Support professional development. Improve safety and governance Increased productivity Lower turnover Better workplace culture Owners and investors Annual general meetings (AGMs) Quarterly financial reports Investor briefings Direct communication Provide financial and operational updates Ensure transparency Attract further investment Continued investor confidence Growing investor base, over 1 500 new sharehold- ers after listing in December 2024 Board and management Board meetings Strategy meetings Ensure strong governance Discuss company vision and strategy Compliance with regulations Strategy in line with owner’s interests Customers Management meetings Project meetings Customer feedback surveys Understand customer’s needs Improve efficiency and quality Higher customer satisfaction Repeat business and invitation for tenders Suppliers Supplier meetings Contract negotiations Supplier audits Strengthen supply chain relationships Ensure quality Cost efficiencies. Timely deliveries Ethical sourcing Bank, capital and insurance Financial covenants reporting Regular meetings Secure funding Manage risks Better loan terms through refinancing of debt Risk mitigation Interest groups (e.g. NGO’s, local communities) Partnerships Sustainability initiatives Adress social and environmental concerns Sustainable business practices Positive public relations Silent stakeholders (e.g. nature) Interest groups Public opinion Minimise environmental impact Lower emissions Compliance with environmental laws SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model As a large industrial group with global operations, Moreld impacts people and the environment in multiple ways. We are also exposed to significant sustainability-related risks, as well as opportunities in a market that is gradu- ally transitioning to low-carbon solutions. In 2024, we con- ducted a double materiality assessment to systematically identify our impacts, risks and opportunities (IROs) across environmental, social and governance matters. Our mate- rial sustainability matters are summarised in the figure on the next page according to ESRS topic and sub-topic. The table further illustrates where our impacts, risks, and opportunities are concentrated within the value chain, and highlights the conclusion of our material topics from both a financial and impact perspective. The specific IROs pertaining to each sustainability topic is disclosed along- side the relevant topical chapters of this statement. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 38Moreld AS | Annual report 2024 | Sustainability statement
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Material ESRS topic Material sub-topic Value chain Impact materiality Financial materiality E1 Climate change Climate change mitigation High High Climate change adaptation - High Energy High High E2 Pollution Pollution of air High - E4 Biodiversity and ecosystems Direct impact drivers of biodiversity loss High Medium E5 Circular economy Waste High Medium S1 Own workforce Working conditions High High Equal treatment and opportunities High Medium S2 Workers in the value chain Working conditions High High Other work-related rights High - G1 Business conduct Management of relationships with suppliers including payment practices High Medium Corruption and bribery High High Protection of whistleblowers High Medium Entity specific topics Cyber security Medium High In this transitional report, we have not included infor- mation on Moreld’s resilience in approaching material impacts and risks or leveraging material opportunities. Additionally, quantitative assessments of the financial effects of our material risks and opportunities are not included. We plan to elaborate on these elements in next year's report, informed by updated ESG-analyses. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 39Moreld AS | Annual report 2024 | Sustainability statement
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IMPACT, RISK AND OPPORTUNITY MANAGEMENT IRO1: Description of the process to identify and assess material impacts, risks and opportunities Over the past few years, sustainability has become an integral part of our due diligence and risk manage- ment processes. Our commitment to sustainability, and how we both impact and are impacted by sustain- ability matters, is reflected in our experience with vol- untary reporting standards and frameworks such as the Global Reporting Initiative (GRI) and the Task Force on Climate-related Financial Disclosures (TCFD). In 2024, we decided to further strengthen our sustaina- bility efforts by conducting a double materiality assess - ment in preparation for future mandatory sustainability reporting according to the Corporate Sustainability Reporting Directive (CSRD) and its associated stand - ards, the European Sustainability Reporting Stand- ards (ESRS). This assessment forms the basis for our sustainability reporting and strategic priorities and is described in more detail below. Double materiality assessment Moreld conducted a double materiality assessment as specified in the ESRS, with further clarifications from EFRAG. This assessment demonstrates how Moreld, over the short, medium, and long term, positively or negatively impacts people, society, and the envi - ronment (impact materiality), and how sustainabil- ity matters trigger or may trigger financial effects for Moreld (financial materiality). Topics and sub-topics are defined as material if they are material from either an impact or financial perspective. The double materiality assessment is conducted at a group level and reflects the activities of all our market Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 40Moreld AS | Annual report 2024 | Sustainability statement
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segments and entities, as well as our upstream and downstream value chain. It incorporates best practices in double materiality assessment and involves stake- holder engagement. The process followed a four-step methodology. Throughout the process, multiple work- shops involving key personnel and management from Moreld and subsidiaries were held. We also engaged external experts to assist us during the double materi- ality project. Step 1: Understanding our business and sustainability context Initially, we mapped the business and sustainability context based on our operations, activities, and value chain. This involved understanding our organisational structure and the context in which we operate, includ- ing our clients, markets, operations, key inputs, stake - holders, and regulatory landscape. We achieved this through document analysis and internal discussions within our company and the project group responsible for conducting the materiality assessment. Based on this exercise, we outlined a value chain for the entire group, covering the market segments and activities we are involved in. Additionally, we conducted a mapping of relevant stakeholders and performed an initial screening of our most apparent IROs across envi- ronmental, social, and governance matters. Step 2: Identification of impacts, risks and opportunities Building on insights from the previous step, we sys- tematically identified actual and potential IROs across Moreld’s entire value chain. This involved analysing internal and external documents and engaging in dialogue with stakeholders and experts on various sustainability topics. The process resulted in a compre - hensive list of IROs relevant to our business model and value chain. Each IRO were categorised according to sustainability topics, primarily those outlined in ESRS, as well as entity-specific topics not covered by ESRS. The IROs were also linked to the appropriate activity within our value chain to better understand where in our own operations, upstream or downstream value chain the IRO occurs. In total, 105 impacts, risks, and opportunities were identified, comprising 60 impacts and 45 financial risks and opportunities. Step 3: Assessing the consequence and likelihood of impacts, risks and opportunities In the third step of the assessment, we evaluated and scored the identified IROs based on consequence and likelihood. Each IRO was individually assessed using a scoring scale from 1 to 5, based on factors defined by ESRS 1 and the underlying frameworks, including the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. A comprehensive scoring guide was developed to ensure appropriate qualitative and quantitative thresh- olds tailored to Moreld specific context and financial position. Stakeholder expectations was also considered in the scoring process. Step 4: Conclude on material topics In the final step, we established thresholds for deter- mining material IROs. These thresholds were set based on a combination of the severity and likelihood for impacts, and the combination of financial effect and likelihood for risks and opportunities. To facilitate this, we developed matrices for both impact and financial materiality. Each IRO was positioned in the matrices based on the scoring conducted in the previous step. The IROs, along with their associated sustainability top - ics, that exceeded the threshold values, were consid - ered material for Moreld. Thresholds for determining material sustainability matters We applied a matrix where materiality is defined based on the combination of consequence and likelihood, meaning that extraordinary severity (5) could result in material IROs even in cases where the likelihood is assessed to be very low (1). Separate matrices were used for impacts and for risks and opportunities. Threshold Description High Material topic The topic has been assessed as material for the company’s further work with sustainability reporting. Medium Not material The topic has been assessed as not material for the company’s further work with sustainability reporting. Low Not material Impact assessment The impact assessment evaluates how Moreld affects people and the environment, both directly and indi- rectly. The framework scores impact based on sever- ity, divided into scale, scope, and irremediability, and relates these to the probability of occurrence. Impacts assessed as "high" in the matrix were deemed material. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 41Moreld AS | Annual report 2024 | Sustainability statement
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High – material for reporting The topic is both strategically important and material for reporting Medium – not material for reporting The topic may be material for future reporting and should be monitored Low – not material for reporting The topic is considered non- material for Moreld’s sustainability reporting FINANCIAL MATERIALITY Likelihood Potential financial effect IMPACT MATERIALITY Likelihood Severity Financial materiality assessment The risks and opportunities matrix were used to assess how Moreld’s financial position could be affected, directly or indirectly. The framework scores financial magnitude based on financial effect and the probabil- ity of occurrence. The probability is consistent with that used in the impact materiality assessment. Risks and opportunities assessed as "high" in the matrix were deemed material. Key considerations and assumptions in our double materiality assessment In our process of identifying and assessing impacts, we initially covered a variety of aspects that could lead to sustainability-related impacts or create financial risks and opportunities for Moreld. Particular attention was given to our offshore operations, which, due to the nature of the activities, are associated with height- ened sustainability risks. This includes both actual and potential impacts related to environmental issues such as climate, pollution, and biodiversity, as well as increased health and safety risks. Additionally, it was important for us to engage with our employees abroad to uncover potential issues related to social sustainability or governance matters that might be considered immaterial by our workforce in Norway. Interviews with employees and employee-rep - resentatives outside Norway was therefore carried out. For impacts where our assessment was inconclusive, we adopted the precautionary principle. This approach was particularly relevant for our impacts on biodiver- sity and ecosystems, where accurately assessing sever - ity and likelihood proved challenging. Our double materiality process is dynamic and will undergo adjust- ments as data and knowledge improves, as part of our annual review. Prioritising and monitoring our impacts, risks and opportunities At Moreld, we have established several governance mechanisms to prioritise and monitor material impacts, risks, and opportunities (IROs) related to sustainability. In 2024, our main priority has been to ensure a strong safety culture across the organisation by focusing on our health and safety IROs. We have also paid particu- lar attention to governance-related IROs, as well as risks and opportunities related to climate. We closely monitor our IROs across ESG matters through regular Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 42Moreld AS | Annual report 2024 | Sustainability statement
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reporting of key metrics and reviews of relevant pol- icies and actions. Our Executive Management Team (EMT), ESG Steering Committee, and Board of Directors are actively involved in the governance of sustainability. Further information on how we prioritise and monitor our IROs can be found in the GOV sections. IRO2: Disclosure requirements in ESRS covered by the undertaking’s sustainability statement Our sustainability statement incorporates the disclo- sure requirements (DRs) detailed in the table below. The inclusion of material information is based on the results of our materiality assessment. For metrics, we assess their relevance to our stakeholders and the met- rics ability to convey information about our impacts, risks, and opportunities (IROs). Disclosure Requirements in ESRS covered by our sustainability statement Disclosure Requirements Page number BP-1: General basis for preparation of sustainability statements 25-26 BP-2: Disclosures I relation to specific circumstances 26 GOV-1: The role of the administrative, management and supervisory bodies 26-28 GOV-2: Information provided to, and sustainability matters addressed by the undertakings administrative, management and supervisory bodies 28-29 GOV-3: Integration of sustainability-related performance in incentive schemes 29-30 GOV-4: Statement on due diligence 30 GOV-5: Risk management and internal controls over sustainability reporting 30-31 SBM-1: Strategy, business model and value chain 32-36 SBM-2: Interests and views of stakeholders 37-38 SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model 38-39 IRO-1: Description of the process to identify and assess material impacts, risks and opportunities 40-43 IRO-2: Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 43-45 E1-1: Transition plan for climate change mitigation 48 E1-2: Policies related to climate change mitigation and adaption 48-50 E1-3: Actions and resources in relation to climate change policies 50 E1-4: Targets related to climate change mitigation and adaptation 51 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 43Moreld AS | Annual report 2024 | Sustainability statement
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Disclosure Requirements Page number E1-5: Energy consumption and mix 51 E1-6: Gross Scopes 1, 2, 3 and Total GHG emissions 52 E2-1: Policies related to pollution 53-54 E2-2: Actions and resources related to pollution 54-55 E2-3: Targets related to pollution 55 E2-4: Pollution of air 55 E4-1: Transition plan and consideration of biodiversity and ecosystems in strategy and business model 56 E4-2: Policies related to biodiversity and ecosystems 56-57 E4-3: Actions and resources related to biodiversity and ecosystems 57 E4-4: Targets related to biodiversity and ecosystems 57 E4-5: Impact metrics related to biodiversity and ecosystems change 57 E5-1: Policies related to resource use and circular economy 58 E5-2: Actions and resources related to resource use and circular economy 58-59 E5-3: Targets related to resource use and circular economy 59 E5-5: Resource outflows 59 S1-1: Policies related to own workforce 62-65 S1-2: Processes for engaging with own workforce and workers representatives about impacts 65 S1-3: Processes for remediate negative impacts and channels for own workforce to raise concerns 65 S1-4: Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 65-67 S1-5: Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 67 S1-6: Characteristics of the undertaking’s employees 67 S1-7: Characteristics of the undertaking’s non-employees 67 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 44Moreld AS | Annual report 2024 | Sustainability statement
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Disclosure Requirements Page number S1-9: Diversity metrics 68 S1-13: Training and skills development metrics 68 S1-14: Health and safety metrics 67 S1-15: Work-life balance metrics 68 S1-17: Incidents, complaints and severe human rights metrics 68 S2-1 Policies related to value chain workers 69-71 S2-2: Processes for engaging with value chain workers 71 S2-3: Processes to remediate negative impacts and channels for value chain workers to raise concerns 71-72 S2-4: Taking actions on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions 72 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunity 72 G1-1: Business conduct policies and corporate culture 74-75 G1-2 Management of relationships with suppliers 76 G1-3 Prevention and detection of corruption and bribery 76-78 G1-4: Incidents of corruption or bribery 78 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 45Moreld AS | Annual report 2024 | Sustainability statement
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Sustainability statement 2024 Environmental disclosures Moreld and group entities strive to operate in an environmentally responsible manner, guided by our relevant policies and management systems. Our material impacts, risks, and opportunities are related to climate change, pollution, biodiversity and ecosystems and resource use and circular economy. Our approach to addressing these environmental issues is outlined in the following chapters. E1 – CLIMATE CHANGE SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model Our climate impacts Moreld has a significant impact on GHG emissions through our downstream value chain, primarily due to our role as a service provider and project execution partner in the oil and gas sector. This involvement con- tributes to the extraction and use of fossil fuels, a major source of global greenhouse gas emissions. Our own operations also represent a substantial source of direct GHG emissions, primarily from the operation of vessels that run on fossil fuels. Additionally, we have several material GHG emissions originating in our upstream value chain (Scope 3), caused by activities such as sourcing materials like steel, transportation and logis- tics, and business travel (table below). Material impacts Material impacts on climate change Sub-topic IRO Value chain Time horizon Moreld purchases a substantial amount of computers, IT equipment, and additional project-related devices. The production of these items requires raw materials like aluminum, copper, and rare earth elements such as lithium and cobalt. Extracting these materials often involves mining, which releases GHG emissions. Climate change mitigation Actual negative impact Short Moreld Group negatively impacts by operating vessels that run on fossil fuel, specially Ocean Installer. This releases CO 2 emis- sions, contributing to the overall carbon footprint. Climate change mitigation Actual negative impact Short Moreld Group has a negative impact on GHG emission due to upstream transportation of purchased products. The upstream transport of products and equipment in the supply chain involves the use of fossil fuels. Climate change mitigation Actual negative impact Short Moreld Group has a negative impact on GHG emission due to business travels by airplane and other transportation methods that use fossil fuel. Climate change mitigation Actual negative impact Short Moreld Group source materials for projects, including steel products. The manufacturing processes of this material are known to contribute significantly to greenhouse gas emissions. Climate change mitigation Actual negative impact Short Moreld Group has a negative impact on GHG emissions from being a supplier in the oil and gas sector. The group indirectly enables the ongoing extraction and use of fossil fuels, which are among the largest sources of greenhouse gas emissions globally. Climate change mitigation Actual negative impact Short Moreld Group uses significant amounts of fossil fuel energy in their operations, primarily MGO for vessels in Ocean Installer and Global Maritimes operations. Energy Actual negative impact Short Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 46Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Material impacts on climate change Sub-topic IRO Value chain Time horizon Moreld Group's offshore services enable the transition to a low-carbon energy market by supporting the development and infrastructure of offshore wind projects, optimising carbon efficiency, and investing in the development of CCS (Carbon Capture and Storage) solutions. This comprehensive approach helps expand renewable energy sources, reduce carbon emissions, and promote sustainable energy solutions. Climate change mitigation Actual positive impact Short Conversely, parts of our services portfolio positively impact climate change mitigation. This is linked to our role as an enabler of the green energy transition, sup- porting the development and infrastructure of offshore wind projects. More broadly, this includes our involve- ment in carbon capture and storage (CCS) and other decarbonisation solutions, such as the electrification of fossil-powered systems. Our climate-related impacts are directly linked to our business model, the services we provide, and the mar- kets in which we operate, though they originate from various sources. While many of these impacts stem from our own activities, as shown in our GHG state - ments on page 52, the most significant climate impact arises from our business relationships and our pres- ence in the oil and gas industry, which is not covered by Moreld’s GHG statements. The climate-related risks and opportunities we face The reliance on fossil fuels and the associated GHG emissions present financial risks for Moreld as a com- pany. Most of our material climate transition risks stem from our dependency on the oil and gas market and the services we provide. This includes several intercon- nected long-term risks related to transitioning away from fossil fuels, including oil and gas. Our material risks in this regard includes declining demand, regula- tory changes and higher carbon pricing. The energy transition also offers significant opportu - nities. This includes increased demand for decarbon - isation projects within traditional oil and gas, as well as growing demand in emerging low-carbon offshore markets, such as offshore wind and segments of the carbon capture and storage (CCS) value chain. The physical climate risks we face are generally limited, but our operations are vulnerable to more frequent extreme weather events, which can cause delays and interruptions in projects. This includes disruptions in transportation to and from installations for client work, as well as in the services we provide that rely on oper- ating our own vessels and equipment. Material risk and opportunities Material risk and opportunity related to climate change Sub-topic IRO Value chain Time horizon Moreld Group faces an inherent risk from extreme weather conditions that can disrupt supply activities to offshore platforms, impacting operations and potentially damaging infrastructure. This can lead to less offshore activity during the winter season. Climate change mitigation Physical risk Long Moreld Group faces an inherent risk of declining sales and revenue if they fail to adapt their business model to align with the global shift towards sustainable energy solutions, as governments and industries increasingly prioritise cleaner alternatives over oil and gas. Climate change adaptation Transition risk Medium Moreld Group faces an inherent risk to their potential profits due to restrictions on new exploration and drilling activities, including field life extensions, limit market opportunities for capital expenditure-driven services. Climate change adaptation Transition risk Long Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 47Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Material risk and opportunity related to climate change Sub-topic IRO Value chain Time horizon Moreld Group faces an inherent risk due to increased costs associated with carbon emissions requirements for offshore oil and gas operations. This affects the financial performance by raising operational expenses, which can reduce profitability and impact shareholder returns. Climate change adaptation Transition risk Long Moreld Group faces a financial risk due to the introduction of the EU Emissions Trading System (ETS), which necessitates purchasing carbon credits for emissions from its operations. The fluctuating price of carbon credits adds financial uncertainty and potential cost volatility. Climate change adaptation Transition risk Long Moreld Group has an opportunity stemming from Norway's low average CO2 emissions per barrel. With the global adoption of carbon emissions pricing, the Norwegian Continental Shelf may become more attractive compared to other regions, potentially leading to sustained activity levels. Climate change mitigation Opportunity Medium Moreld Group has a opportunity to increase market share and enhance its reputation by expanding into renewable energy segments such as green energy production, onshore industry, carbon capture and storage, and hydrogen. By leveraging its expertise, Moreld can support the green transition and benefit from the growth in sustainable market. Climate change mitigation Opportunity Medium Moreld Group has an opportunity due to carbon reduction targets for existing installations, which will increase the demand for upgrades, engineering, and decarbonisation project delivery services. This positions the group to attract clients committed to reducing emissions. Climate change adaptation Opportunity Long Moreld Group has an opportunity by developing and implementing CO2-efficient and preventive technologies, which can help lower clients' costs and meet regulatory requirements. This focus on sustainability can enhance Moreld's competitive edge and attracts environmentally conscious clients. Climate change adaptation Opportunity Long Moreld Group has an opportunity through their investments in carbon capturing and storage. This strategic investment not only aligns with global sustainability goals but also enhances their competitive edge, driving future growth and profitability in a low- carbon economy. Climate change adaptation Opportunity Long Moreld Group has an opportunity due to the green transition in Europe, which will increase demand for natural gas in short/ medium term. This strengthens their portfolio segment as part of the supply chain for relatively low-carbon gas. Energy Opportunity Short Moreld has addressed climate-related risks for sev- eral years, making significant efforts to expand our portfolio in support of the broader energy transition. Although oil and gas remain our primary market, we have started diversifying by investing in companies and technologies positioned to play a key role in the energy transition. E1-1: Transition plan for climate change mitigation Moreld has not yet implemented a transition plan for climate change mitigation. Our goal for 2025 is to develop a climate transition plan that aligns with our new organisational structure, building on the existing goals for some of our segments. To establish a solid foundation for this transition plan, we intend to use the financial year 2024 as a baseline and set emission reduction targets that encompass Moreld’s scope 1, 2, and 3 emissions. Impact, risk and opportunity management E1-2: Policies related to climate change mitigation and adaptation Our group-wide policies addressing climate change mitigation include our general ESG policy and our Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 48Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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travel policy. These policies apply across all geograph - ical locations where we operate and encompass all employees, including temporary staff. Our policies are available internally for employees and contractors in our management systems. The executive management team (EMT) holds the highest level of accountability for implementing these policies. They are responsible for overseeing execution and ensuring alignment with Moreld's sustainability objectives. These policies sup - port our commitment to ISO 14001 and intends to meet stakeholder expectations to mitigate our environmen- tal footprint related to climate change. Our group poli- cies do not explicitly address energy efficiency. In addition to our group-wide policies, each entity in the group has adopted environmental policies tailored to their specific market segment. The key content of these policies has not been included in the consoli - dated sustainability statement unless specified other- wise. In 2025, we plan to integrate the entity specific policies into comprehensive group-wide policies. General ESG policy Our group-wide ESG policy establishes fundamental principles across environmental, social, and govern- ance matters, including climate change. The policy outlines our commitment to adhering to industry best practices in environmental management and operat- ing responsibly to reduce the carbon footprint of both our own and our clients' activities. It further empha - sises our dedication to helping clients achieve their environmental objectives through our products and services. This is supported by projects which include climate change mitigation efforts (e.g. decarbonisation solutions) or projects related to deployment of renewa- ble energy. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 49Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Travel policy Our travel policy seeks to motivate employees to reduce travel-related GHG emissions in several ways. We prioritise digital meetings as the primary alterna- tive, ensuring travel is undertaken only when necessary. When travel is essential, we encourage combining trips to minimise travel frequency. Additionally, employees are urged to choose climate-friendly travel methods, such as public transportation or carpooling. We con- tinuously monitor the effectiveness of our travel policy and make adjustments to align with its objectives. This includes regular assessments of travel emissions to identify improvement areas. By enhancing and refin- ing the travel policy, we aim to gradually reduce our travel-related carbon emissions to support our climate goals related to business travels. E1-3: Actions and resources in relation to climate change To support our climate change policies and goals, Moreld has taken several steps to mitigate and adapt to climate change. Over the past year, we have imple- mented various initiatives within the individual entities and through strategic actions at the group level. Our climate change mitigation efforts aim to reduce our carbon footprint, while our adaptation actions, focused on addressing Moreld’s reliance on oil and gas, are expected to increase revenues from renewable pro- jects. Climate change mitigation actions In 2025, we will evaluate current initiatives and revise our climate change mitigation actions to align with our upcoming transition plan. This process will include assessing the resources needed for implementa - tion and identifying specific actions to support the plan. These actions will be categorised by decarbon - isation levers and will detail the expected GHG emis- sion reductions. While this information is not included for actions undertaken in 2024, we will still provide an overview of some key mitigation efforts carried out. Our most significant carbon footprint comes from the combustion of fossil fuels in vessel operations. To mit- igate the climate impact of these operations, we have implemented several actions, including: Chartered a new vessel equipped with a hybrid fuel system, capable of reducing emissions by up to 30 per cent Installed radar systems on our long-term chartered vessels to optimise fuel efficiency based on weather conditions Reduce speed where feasible to lower fuel con- sumption and emissions (e.g. transit). Regularly clean hulls and propellers to enhance fuel efficiency Anchor or drift when temporarily idle to minimise the use of propellers and thrusters Optimise vessel schedules to improve efficiency. Utilise alternative fuels whenever possible to reduce environmental impact Prioritise the use of the most efficient vessels and equipment In addition to our direct emissions, we continuously work on reducing our indirect energy-related emis- sions by implementing measures focusing on energy efficiency. In 2023, we received BREEAM in-use certi - fication on our head office in Stavanger, emphasising our effort to reduce energy-related emissions. Almost 50 per cent of Moreld’s employees work at the premise and we work closely with the property owner to opti- mise energy efficiency. Training on emission reporting In 2024, the Group prioritised targeted training and internal initiatives to enhance our environmental per- formance and contribute to emissions reductions, both within our operations and in collaboration with clients. For example, Moreld Apply focused on building com- petence in using sustainability screening lists and CO 2 calculators, enabling teams to better capture and doc- ument CO2 savings in customer contracts and project delivery. Offsetting emissions Moreld previously offset operational emissions through the “Trefadder” climate compensation scheme, but this was discontinued in 2024. We are currently evaluating whether to continue offsetting emissions through cli- mate compensation schemes. A decision will be made as part of the process of developing a group-wide cli- mate transition plan. Climate change adaption actions Our climate change adaptation efforts are primar- ily driven by our commitment to pursue identified cli- mate-related opportunities. In 2024, Moreld acquired Ocean Installer to secure essential expertise needed in the energy transition and strengthen our position in offshore renewable markets. Additionally, Global Mari- time has made significant strides, now deriving 40 per cent of its revenue from renewable projects, including infrastructure and aquaculture. We are also involved as strategic partners in HydePoint, a leading innovator in offshore hydrogen production technology. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 50Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Metrics and targets E1-4: Targets related to climate change mitigation and adaptation Our climate targets will be updated in 2025 as part of the process of developing a climate transition plan for the group. Currently, our climate ambitions are reflected in the goals set by the individual entities within Moreld: Moreld Apply have previously revised and estab - lished targets for CO2 reduction in own operations on an annual basis. For 2024 the key target was to reduce emission from business travels by 10 per cent compared to 2023. Ocean Installer's climate goal is to achieve a 50 per cent reduction in scope 1 and scope 2 emissions by 2035, and carbon neutrality for scope 1, 2, and 3 by 2050. Global Maritime has established a climate goal to maintain emissions from business travel at least 10 per cent below 2019 levels. While these goals currently apply, we anticipate dis- closing revised group-wide targets in next year's sus - tainability report. By using 2024 as the baseline, we aim to more accurately track and assess our progress on climate objectives. This approach will ensure cohe- sive alignment with our environmental commitments across the group. E1-5: Energy consumption and mix Unit 2024 Total energy consumption related to own operations MWh 177 754 Fuel consumption from renewable sources MWh 0 Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources MWh 3 332 Consumption of self-generated non-fuel renewable energy MWh 0 Total energy consumption from renewable sources MWh 3 332 Percentage of renewable sources in total energy consumption % 1.9 Fuel consumption from coal and coal production MWh 0 Fuel consumption from crude oil and petroleum products MWh 172 477 Fuel consumption from natural gas MWh 0 Fuel consumption from other fossil fuels MWh 0 Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil sources MWh 1 947 Total energy consumption from fossil sources MWh 174 424 Percentage of fossil sources in total energy consumption % 98.1 Total energy consumption from nuclear sources MWh N/A Percentage of nuclear sources in total energy consumption % N/A Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 51Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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E1-6: Gross scopes 1, 2, 3 and total GHG emissions Unit 2024 Scope 1 GHG emissions tCO2e 47 335 Gross location- based Scope 2 GHG emissions tCO2e 434 Gross market- based Scope 2 GHG emissions tCO2e 1 383 Scope 3 GHG emissions tCO2e 5 359 C1: Purchased goods and services tCO2e 1 853 C2: Capital goods tCO2e 8 C3: Fuel and energy related activities tCO2e N/A C4: Upstream transportation and distribution tCO2e 21 C5: Waste generation in operations tCO2e 27 C6: Business travel tCO2e 2 567 C7: Employee commuting tCO2e 595 C8: Upstream leased assets tCO2e Not material C9: Downstream transportation and distribution tCO2e 288 C10: Processing of sold products tCO2e Not material C11: Use of sold products tCO2e Not material C12: End-of-life treatment of sold products tCO2e Not material C13: Downtream leased assets tCO2e Not material C14: Franchises tCO2e Not material C15: Investments tCO2e Not material Total gross scope 3 GHG emissions tCO2e 5 359 Total GHG emissions – location-based tCO2e 53 128 Total GHG emissions – market-based tCO2e 54 077 Calculation method, estimates and sources of uncertainty The greenhouse gas emissions and energy consump - tion are based on data reported by our entities to our external ESG data management system. Our system provider has calculated emissions based on reported activity data using emission factors from national and international recognised sources. The emission calcula- tions predominantly rely on industry/product average emission factors, which introduces a degree of uncer- tainty. Energy consumption metrics presented under E1-5 is calculated from location-based energy data. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 52Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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E2 – POLLUTION Strategy SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model Impact on air pollution Marine operations are a core component of our busi- ness activities, involving the operation of vessels to deliver a wide range of services to clients in the off - shore energy and marine markets. A material envi- ronmental impact of these services is air pollution, resulting from the combustion of marine gas oil (MGO) during offshore operations. This process releases pol - lutants such as nitrogen oxides (NOx/NO2), carbon monoxide (CO), Volatile Organic Compounds (VOC) and particulate matter (PM) into the atmosphere, affecting air quality and potentially contributing to acid rain. This impact is inherent to our business model and occurs regularly as a direct consequence of the services we provide to our clients. Material impacts on pollution Sub-topic IRO Value chain Time horizon Moreld Group has a negative impact on pollution to air from operation of marine vessels. Operation of vessels release air pollutants from the combustion of fuel, such as sulphur oxides (SOx), nitrogen dioxide (NOx) and particulate matter (PM), among others. Pollution to air Actual negative impact Short Pollution related risk From a financial perspective, we face a potential risk if our engineering solutions or designs are linked to spills. This could lead to cleanup costs, potential legal liabili- ties, and reputational damage to our company. Material risk and opportunity related to climate change Sub-topic IRO Value chain Time horizon Moreld Group has a negative impact on pollution to air from operation of marine vessels. Operation of vessels release air pollutants from the combustion of fuel, such as sulphur oxides (SOx), nitrogen dioxide (NOx) and particulate matter (PM), among others. Pollution to water Risk Medium Moreld addresses these risks and impacts by adher- ing to strict quality and operational routines and imple- menting measures to reduce emissions from our marine operations. Through these actions, we aim to minimise our environmental footprint and mitigate financial risks associated with pollution. Impact, risk and opportunity management E2-1: Policies related to pollution The executive management team (EMT) holds the high- est level of accountability for implementing all poli- cies. For entity-level policies, day-to-day responsibility for overseeing execution is delegated to the relevant management positions within each entity. Across our group, we have several policies providing guidelines to address risks and impacts related to pollution. We are committed to identifying, controlling, and monitoring environmental aspects and impacts associated with our business to minimise our environmental footprint, including air pollution and potential spills. Our group- wide ESG policy and Global Maritime’s Environmental Aspects and Impacts Management Procedures are par- ticularly relevant for addressing our pollution-related risks and impacts. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 53Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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General ESG policy A detailed description of the key content of our general ESG policy is provided in the policy section of the E1 chapter. Our material impact related to air pollution is caused by combustion of MGO, which also represents the major source of our greenhouse gas emissions. Consequently, our efforts to mitigate air pollution, including relevant policies and actions, align with our commitment to reduce greenhouse gas emissions (see chapter E1 - Climate change). Environmental aspects and impacts management procedures The environmental aspects and impacts management procedures encompass all facets of Global Maritime’s operations. This policy mandates a risk evaluation to identify environmental hazards and assess associ - ated risks, including pollution and spills. The process involves identifying existing control measures, assess - ing the potential severity of environmental aspects, determining the likelihood of occurrence, and evaluat- ing risk levels based on severity and likelihood. If neces - sary, a job-specific environmental management plan is developed to address these aspects and impacts. Any environmental incidents or near misses, such as spills, are reported in accordance with our company’s report- ing procedures. By implementing this policy, we aim to effectively manage pollution and spills, ensuring our operations mitigate negative environmental impacts and align with the principles of the UN Global Compact. E2-2: Actions and resources related to pollution Our actions to address air pollution fully align with our climate change mitigation actions to reduce direct GHG emissions from the combustion of marine gas oil (MGO). In addition to GHG emissions, MGO releases Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 54Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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several non-GHG pollutants. Any successful measures to reduce consumption of MGO will help mitigate the negative impacts associated with air pollution. Details of our key actions to reduce air pollution can be found in the action section of the E1 chapter. In addition to the actions outlined in E1, we also monitor our non- GHG emissions to track performance. The actions outlined under E1 represent "minimisa- tion actions" within the mitigation hierarchy. While the expected outcomes of these actions are not quantified, they are expected to contribute to our environmental policy objectives by reducing both GHG and non-GHG emissions from our most significant sources. Metrics and targets E2-3: Targets related to pollution We have not established any time-bound and out- come-oriented targets that directly involve pollution to air. However, our ambition is to continuously reduce our environmental impact in this area. We assess the effectiveness of our policies and actions by tracking our annual consumption of marine gas oil (MGO), die- sel, and petrol. In drafting our transition plan, we will also consider establishing a baseline year for non-GHG emissions, using both absolute and intensity values. E2-4: Pollution of air Our air pollution metrics include NOx, CO, nmVOC, and PM, based on the volume of Marine Gas Oil (MGO) con- sumed in 2024. Petrol and diesel consumption for land- based purposes is considered immaterial and is not included in the table below. Atmospheric pollutants Unit 2024 Particulate matter (PM), in air kg/year 22 029 Non- Methane Volatile Organic Compounds (nmVOC), in air kg/year 35 247 Carbon monoxide (CO), in air kg/year 42 590 Nitrogen Oxide (NOx/NO2), in air kg/year 385 364 Calculation method, estimates and sources of uncertainty To calculate the amount of pollutants, we used avail- able volume data (m³) of MGO and converted it to tonnes based on its density per cubic meter (0.86 kg/ m3), as specified by the International Organization for Standardization. The tonne values were then multi- plied by appropriate kg/tonne emission factors for the relevant pollutants, using recognised emission factors from Statistics Norway as specified below. NOx kg/tonne CO kg/tonne nmVOC kg/tonne PM kg/tonne Marine Gas Oil (MGO) 26.24 2.9 2.4 1.5 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 55Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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E4 – BIODIVERSITY AND ECOSYSTEMS 1) Installation of subsea umbilicals, risers, and flowlines Strategy SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model Moreld operates offshore, primarily on the Norwegian continental shelf, with a potential for impacts on marine habitats, biodiversity and ecosystems. One of our main segments involve offshore and subsea installation ser- vices, such as installation of modular structures and cables. The use of equipment in subsea operations gen - erates underwater noise, which may negatively impact marine mammals and other sea organisms. Further- more, SURF1) operations involve physical disturbance of the seabed at locations where we conduct such oper- ations. This may contribute to disruption of the seabed and destroy marine habitats for organisms and plants. The impacts related to these operations are deemed to be actual and occur regularly on a short-term basis as indicated in the table below. Material impacts Material impacts on biodiversity and ecosystems Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group has a negative impact on biodiversity and ecosystems through underwater noise. The use of heavy equipment offshore and subsea, can generate significant underwater noise, which can disturb marine mammals and other sea organisms. Direct impact drivers of biodiversity loss Land-use change, fresh water-use change and sea-use change Actual negative impact Short Moreld group has a negative impact on biodiversity and ecosystems due to physical disturbance of the seabed and offshore/surface activities. The installation of pipelines, cables and other subsea structures can disrupt the seabed and destroy habitats for organisms and plants Direct impact drivers of biodiversity loss Land-use change, fresh water-use change and sea-use change Actual negative impact Short The effects of these material impacts necessitate efforts to minimise negative consequences for biodi - versity and marine habitats, as outlined in our policy section (E4-2). Impact, risk and opportunity management E4-1: Transition plan and consideration of biodiversity and ecosystems in strategy and business model Moreld has not prepared a biodiversity transition plan in accordance with ESRS. However, we are committed to minimising negative impacts on biodiversity and eco - systems resulting from our operations, in support of the UN sustainable development goal 14: Life below water. E4-2: Policies related to biodiversity and ecosystems Our impact on biodiversity is primarily associated with Ocean Installer’s market segment involving subsea installation services. Consequently, Ocean Installer’s health, safety, and environment manual outlines the guiding principles we follow regarding our biodiversity impact. The management at Ocean Installer is respon - sible for the daily enforcement of the policy, while the overarching responsibility rests with the executive management team. Health, safety and environment manual Ocean Installer’s health, safety, and environment manual covers all operations and addresses key sus- tainability topics material to the group, including our commitment to mitigating negative impacts on bio- diversity and marine habitats. The policy aims to pro - tect marine environments from adverse impacts and ensure that biodiversity and habitats are preserved or enhanced upon project completion. The policy mandates that when our activities may impact local wildlife, plant populations, or habitats, a plan must be in place to minimise environmental effects according to the environmental aspect pro - cess. This includes assessing the sensitivity of flora Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 56Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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and fauna at each site before commencing work and implementing appropriate measures to protect biodi- versity. For instance, at Ocean Installer sites, we ensure minimal disturbance to sensitive land areas, wildlife, and their habitats. Additional measures may include noise reduction by restricting work hours and using shore power for vessels. To ensure that these principles are upheld, manage- ment are responsible for completing an environmental aspects and impact assessment (EAIA) to identify envi - ronmental hazards, aspects and assess the associated environmental impact. This ensures that we are inte- grating biodiversity and ecosystem considerations into our existing sustainability framework. We are commit- ted to continuously updating our practices to enhance biodiversity outcomes. Our leadership supports our focus on biodiversity, recognising the importance of environmental stewardship. E4-3: Actions and resources related to biodiversity and ecosystems Actions related to biodiversity and ecosystems are typically undertaken in response to project-specific environmental aspects and impact assessments, as outlined in our policy. These actions often involve mul- tiple measures to mitigate negative impacts on bio- diversity and may be carried out by us, our clients, or other project partners. In addition to project-specific efforts, Moreld partici - pates in the Ocean Clean-Up initiative through Global Maritime. The cooperation between Moreld’s Global Maritime and the Ocean Clean-Up initiative repre- sents a significant effort towards biodiversity gains, aiming to reduce marine pollution and enhance eco- system health. The Ocean Clean-Up initiative devel- ops advanced technologies to rid the world’s oceans of plastic, and the project is estimated to remove half the Great Pacific garbage patch in 5 years from full-scale deployment and 90% of floating ocean plastic pollution by 2040. Moreld has dedicated resources to promote biodiversity and healthy ecosystems through pro- bono allocation of engineering personnel to the Ocean Clean-up initiative. Metrics and targets E4-4: Targets related to biodiversity and ecosystems Currently, we have not established specific targets related to biodiversity and ecosystems. While we have not applied ecological thresholds or allocations in set- ting targets, nor aligned with frameworks such as the Kunming-Montreal Global Biodiversity Framework or the EU Biodiversity Strategy for 2030, future strate- gies may explore these avenues to enhance our strate- gic approach. Our plans may also include developing targets that will relate to identified biodiversity and ecosystem impacts across our operations. This may include defining the geographical scope of these tar- gets and consider the use of biodiversity offsets where applicable. Furthermore, this could entail applying the mitigation hierarchy in our target-setting process, focusing on avoidance, minimisation, restoration, reha- bilitation, and compensation or offsets. This will ensure a comprehensive approach to managing our biodiver- sity and ecosystem-related responsibilities. E4-5: Impact metrics related to biodiversity and ecosystems change Currently, we have not established specific metrics to track the effectiveness of our biodiversity-related pol - icies and actions. In 2025, we will evaluate the possi - bility of incorporating relevant metrics to assess our biodiversity impact and determine their applicability based on our role in the value chain. E5 – RESOURCE USE AND CIRCULAR ECONOMY Strategy SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model Moreld's operations are associated with negative envi- ronmental impacts due to waste generation. A sig- nificant portion of our workforce is based onshore, working from office locations. Onshore activities pro - duce general waste, including office supplies, IT equip - ment, food waste, and other non-recyclable items, contributing to environmental impacts. Offshore oper- ations further exacerbate this impact by generating both hazardous and non-hazardous waste, including organic waste, equipment, and support structures like offshore grillage. Additionally, waste from paper, pack- aging materials, and non-recyclable items such as damaged components and protective coverings fur- ther contribute to environmental degradation. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 57Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Material impacts Material impacts related to circular economy Sub-topic IRO Value chain Time horizon Moreld Group has a negative impact through their generation of general waste from their onshore activities. This waste includes office supplies, IT and software equipment, and other non-recyclable items, all contributing to landfill use and environmental degradation. Waste Actual negative impact Short Moreld Group's offshore operations negatively impact the environment by generating waste from non-reusable items, such as equipment and support structures like offshore grillage. Additionally, they produce waste from paper, packaging materials, and non-recyclable items like damaged components and protective coverings. This contributes to landfill use and environmental degradation, underscoring the need for enhanced waste management practices in offshore settings. Waste Actual negative impact Short Our response to these impacts includes waste man - agement practices in both onshore and offshore set- tings. We have integrated circular economy principles into our strategy, focusing on reducing, reusing, and recycling materials to minimise our environmental footprint. In 2024, more than 90 per cent of our waste was diverted from disposal through recycling (E5-5). Impact, risk and opportunity management E1-5: Policies related to resource use and circular economy At Moreld we are committed to managing our nega- tive impacts related to resource use and the circular economy. Our commitment is emphasised in Ocean Installer’s health, safety, and environment manual and Global Maritime’s environmental aspects and impacts management procedures. The executive management team (EMT) is responsible for implementing these pol- icies, delegating authority to relevant management positions within each entity. The policies encompass our waste management practices across both onshore locations and offshore operations and is communi- cated regularly to relevant stakeholders. Our waste management practices are based on the waste hierarchy, guided by the following principles of waste management: Prevent Reduce Reuse Recycle Dispose These principles ensure that waste generated at our operational sites, such as office buildings and ves - sels, is managed in compliance with applicable local, national, and international legal requirements. Waste is segregated according to local guidelines, based on common recycling categories such as general waste, glass, plastic, cartons, paper, cardboard, and hazardous waste like batteries and chemicals. Approved waste contractors handle collection and final disposal, and waste receipts are provided by the landlord or waste management company where feasible. Our worksites are required to regularly monitor and report on waste generated, recycled, and discharged, as well as paper consumption. We promote appropri- ate measures to ensure that hazardous substances are not mixed with non-hazardous waste, and that hazard- ous waste is not disposed of in drains or sinks. All employees who may come into contact with spills receive training on spill kit contents, available materials, proper waste disposal, and communication procedures. E5-2: Actions and resources related to resource use and circular economy In the past year, Moreld has taken steps to enhance resource efficiency and promote circular economy practices. We have partnered with Westcon to manage the rigging from our vessels upon project completion. This collaboration ensures that all rigging equipment is re-inspected, stored, and eventually reused, align- ing with our environmental policies on waste manage- ment practices. We actively monitor these processes through regular reports from Westcon. Furthermore, we have implemented actions to enhance waste management and circular economy practices at our main office in Stavanger, which accom- modates approximately 50% of our workforce. In 2024, we launched a targeted campaign which included a Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 58Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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series of initiatives designed to foster a culture of sus- tainability among employees. A key focus was pro- moting waste sorting, encouraging staff to segregate waste to support our recycling and composting efforts, reinforcing our commitment to effective waste man- agement. We remain committed to exploring further opportuni- ties to enhance our sustainability initiatives and miti- gate our negative impacts on the environment across all aspects of our operations. Metrics and targets E5-3: Targets related to resource use and circular economy We have not established time-bound targets for waste to track progress against a base year. However, we do monitor the waste we generate and how it is managed according to the reported metrics in E5-5. Our ambi - tion is to reduce waste generation by adopting spe- cific waste-related goals. These include eliminating the purchase of single-use plastics and implement- ing recycling practices across all global office locations. These targets are designed to reduce waste and pro- mote recycling, aligning with our commitment to sus- tainable resource management. They directly support our policy objectives focused on minimising waste by adhering to the principles of the waste hierarchy. E5-5: Resource outflows: waste The table discloses Moreld’s total waste in tonnes, based on activity data reported by each of our enti - ties. It includes information on both hazardous and non-hazardous waste, further categorised into waste diverted from disposal and waste directed to disposal. Unit 2024 Hazardous waste Tonnes 15.1 Diverted from disposal Tonnes 14.6 Preparation for reuse Tonnes 0.0 Recycling Tonnes 14.6 Other recovery operations Tonnes 0.0 Directed to disposal Tonnes 0.5 Incineration Tonnes 0.0 Landfill Tonnes 0.0 Other disposal operations Tonnes 0.5 Non-hazardous waste Tonnes 2 864.0 Diverted from disposal Tonnes 2 650.2 Preparation for reuse Tonnes 0.0 Recycling Tonnes 2 650.2 Other recovery operations Tonnes 0.0 Directed to disposal Tonnes 213.8 Incineration Tonnes 69.0 Landfill Tonnes 0.1 Other disposal operations Tonnes 1 44.7 Total waste Tonnes 2 879.1 Diverted from disposal Tonnes 2 664.8 Diverted from disposal % 92.56 Directed to disposal Tonnes 214.3 Directed to disposal % 7.4 4 Non- recycled waste Tonnes 214.3 Non- recycled waste % 7.4 Hazardous waste Tonnes 15.1 Radioactive waste Tonnes N/A Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 59Moreld AS | Annual report 2024 | Sustainability – environmental disclosures
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Sustainability in Moreld: Social disclosures Moreld places people at the center of everything we do. As a service-focused business, our success relies on the wellbeing, safety, and development of our own workforce and those working across our value chain. Our material social impacts relate to working conditions, equal opportunities, social dialogue, and respect for human rights. Our approach to managing these topics is outlined in the following chapters. S1 – OWN WORKFORCE Strategy SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model As a major offshore service provider with approximately 2 000 employees worldwide, Moreld group acknowledges its responsibility and impact on its workforce. Our opera- tions are linked to various impacts, risks, and opportuni- ties concerning our employees as detailed below. Impact, risk and opportunities related to working conditions The demanding nature of our services can lead to excessive working hours, resulting in health issues, stress, and a higher risk of accidents. These challenges are exacerbated by our project-based nature, which may affect work-life balance and employee well-be- ing. Our material health and safety impacts are closely linked to our strategy and business model, requiring on-site work in offshore environments associated with higher safety risks, including the operation of vessels and heavy equipment. These impacts are largely sys - temic to the industry we are part of and affect both employees and non-employees working offshore on platforms and vessels. Inadequate working conditions may compromise health and safety standards, leading to financial impacts from work-related accidents, such as com- pensation claims, legal challenges, and reduced workforce availability, ultimately affecting productiv- ity and causing potential reputational damage. Rec- ognising these challenges, we have prioritised health and safety as a cornerstone of our strategic approach. We have implemented rigorous safety standards and conduct thorough background checks on all busi- ness partners to ensure compliance with our Code of Conduct. Impact, risk and opportunities related to equal treatment and opportunity Operating within a male-dominated industry, Moreld recognises the potential negative impacts on gender balance and inclusion. The nature of our industry is inherently linked to risks related to diversity and equal- ity. However, these challenges also present the oppor- tunity to attract talent by ensuring attractive working conditions and robust employee contracts. We ensure equal opportunity through merit-based recruitment, emphasising fair treatment across all demographics. Our training programs equip employees with neces- sary skills for career advancement, creating a skilled and engaged workforce. We uphold zero tolerance for harassment, discrimination, and bullying, offering training to support worker development and ensure an inclusive environment. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 60Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Material impacts Material impacts on own workforce Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group can have potential negative impact on their workforce due to poor work-life balance, due to the project-based nature of their operations. Working conditions Work-life balance Potential negative impact Short Moreld Group can negatively impact their workforce's sick leave rates by enforcing long shifts and irregular hours Working conditions Health and safety Potential negative impact Short Moreld Group can have a negative impact on its workforce due to smaller incidents like slips, trips, and falls. Working conditions Health and safety Potential negative impact Short Moreld Group can have a negative impact on its workforce due to the risk associated with low-probability, high-consequence events related to offshore operations. Working conditions Health and safety Potential negative impact Short Moreld Group may negatively impact their own workforce by insufficient investment in training and skills development, that limits career growth and job satisfaction Equal treatment and opportunities Training and skill development Potential negative impact Short Moreld Group may negatively impact their workforce by neglecting diversity initiatives, resulting in a homogenous culture that limits creativity Equal treatment and opportunities Diversity Potential negative impact Short Material risk and opportunities Material risk and opportunity related to own workforce Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group can have potential negative impact on their workforce due to poor work-life balance, due to the project-based nature of their operations. Working conditions Work-life balance Potential negative impact Short Moreld Group can negatively impact their workforce's sick leave rates by enforcing long shifts and irregular hours Working conditions Health and safety Potential negative impact Short Moreld Group can have a negative impact on its workforce due to smaller incidents like slips, trips, and falls. Working conditions Health and safety Potential negative impact Short Moreld Group can have a negative impact on its workforce due to the risk associated with low-probability, high-consequence events related to offshore operations. Working conditions Health and safety Potential negative impact Short Moreld Group may negatively impact their own workforce by insufficient investment in training and skills development, that limits career growth and job satisfaction Equal treatment and opportunities Training and skill development Potential negative impact Short Moreld Group may negatively impact their workforce by neglecting diversity initiatives, resulting in a homogenous culture that limits creativity Equal treatment and opportunities Diversity Potential negative impact Short Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 61Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Impacts, risks and opportunities management S1-1: Policies related to own workforce People are the most important asset for Moreld. We are devoted to providing equal opportunities for all employees, respecting fundamental human rights, labor rights, and union engagement, while ensur- ing a healthy and safe working environment. All three subsidiaries have their own business management systems where policies are published, updated and monitored. Our Code of Conduct, personnel handbook and diversity and inclusion policy outline our ethical standards, applying to all employees, board members, owner representatives, independent contractors, con - sultants, and temporary hires. Our Code of Conduct has established comprehensive group policies that focus on: Respecting our colleagues: Ensuring a workplace where all employees are treated with courtesy and respect. Diversity and inclusion: Embracing diverse perspec - tives to enhance creativity and problem-solving, contributing to a dynamic and innovative culture. Ensuring healthy and safe working conditions: Pri- oritising safety to reduce work-related accidents and injuries, adhering to high safety standards, especially in offshore operations. Respecting fundamental human rights: Upholding human rights in all aspects of our operations, main- taining compliance with international labor stand- ards. Whistleblower channels and protection: Providing secure channels for reporting concerns, ensuring protection against retaliation. Our group CEO is ultimately responsible for imple- menting policies and workforce engagement. Subsidi- ary CEOs, which are part of the executive management team (EMT), report directly to the group CEO, ensuring comprehensive oversight. The management teams of the subsidiaries, including the head of business units assume the next level of responsibility following the CEO. Further details on specific policies will be provided in subsequent sections of this statement. In addition to our group-wide policies, each entity has its own HR policies tailored to their respective workforce. While these policies are not included in the consolidated sus- tainability statement, they can be accessed by con- tacting the relevant entity directly. In 2025, we plan to integrate selected individual policies into comprehen- sive group-wide policies. Human rights Moreld is committed to respecting human rights in accordance with the UN Guiding Principles on Busi- ness and Human Rights. We support the principles of the UN Global Compact (UNGC) and actively work to integrate human rights into our practices and business activities. This involves adhering to international con- ventions and declarations on human rights, as well as the ILO's core labor standards conventions. By express- ing our support for the UNGC, we are dedicated to upholding the internationally recognised principles in the areas of human rights, labor standards, environ- mental sustainability, and anti-corruption. We encour- age our employees to study the ten principles of the UN Global Compact. Our policies address human trafficking, forced labor, and child labor. We are committed to never using child labor or forced labor in our operations and require our contractors and suppliers to uphold the same stand- ards. We recognise the rights to collective bargaining and freedom of association. All employees are provided with adequate wages and regulated working hours. Policies related to working conditions Health and safety Our commitment to high safety standards is unwaver- ing, and we maintain a zero-incident vision in our daily operations. We strive to create a healthy workforce and a safe working environment, safeguarding the health and well-being of all our employees. Our Code of Conduct is dedicated to ensuring a safe and healthy work environment, with a focus on pre- venting accidents and occupational illnesses. We operate in strict compliance with international HSE standards and local legal requirements. Each company within our organisation is accountable for adhering to this policy and systematically working to enhance HSE performance. It is essential for all employees to understand and fol- low management guidelines, instructions, and spe - cific policies and procedures relevant to their roles. All health and safety issues, work-related injuries, or illnesses must be reported immediately. Employees should also report any potentially dangerous situations or near accidents without delay. In certain projects, compliance with instructions from other companies, such as customers or operating com- panies, may be required. Adherence to these instruc- tions is crucial, as non-compliance can lead to personal injury or material damage. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 62Moreld AS | Annual report 2024 | Sustainability – social disclosures
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The influence of alcohol, drugs, or the misuse of med - ications is strictly prohibited in the workplace, as it compromises safety and performance. Employees are expected to accept only work they are qualified for and are in adequate condition to perform. Proper planning and execution of work are essential, ensuring that all involved understand the activities and any concurrent operations that may impact safety. Our entities are responsible for ensuring: Compliance with all laws and regulations related to employee safety. Working conditions that meet or exceed interna- tional standards, including those set by the Interna- tional Labor Organisation. A workplace, machinery, equipment, and procedures that are safe and do not harm employees' health. Implementation of suitable protective measures always Employees must always use the protective gear and clothing provided by the company to prevent acci- dents or adverse health effects. Work-life balance Our family leave policy is governed by the regulations in our countries of operation. Most of our workforce is regulated by the Norwegian Working Environment Act whereby both parents take their quota of parental leave. It is a priority to facilitate parental leave for all employ- ees concerned, while maintaining the possibility to build a career within Moreld. Our company policy, presented in our Code of Conduct, is that all employees, regardless of gender or job role, are required to take their allocated parental leave. Each parent may also be entitled to addi- tional unpaid leave in accordance with local legislation. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 63Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Additionally, we provide necessary accommodations for tasks, equipment, and workplace settings for pregnant employees. For parents of young children, we offer one hour of paid breastfeeding leave during the first year, welfare leave for school or kindergarten acclimatisation, and flexible working hours for drop-off and pick-up. We also extend the right to unpaid leave when needed. We have established a flexible working hours arrange- ment, allowing employees to adjust their work sched- ules within defined parameters. While employees are expected to be present for a full workday, they can uti- lise flexibility within the designated time frame. This arrangement applies to all employees unless specific agreements are in place for certain work locations. Departments or employees with official office hours may face restrictions in using flexible time. Further- more, employees have the option to work from home, with arrangements regulated by each subsidiary. Infor- mation about employee rights and policies is available in the employee handbook. Working time Our subsidiaries are committed to ensure that work- ing hours and rest periods for all employees are com- pliant with the Norwegian Working Environment Act (AML). This includes legally mandated breaks, rest peri- ods on a daily and weekly basis, the provision of paid leave, sick leave and emergency leave. For employees based outside of Norway, we ensure compliance with all applicable local labor laws and regulations. Policies related to equal treatment and opportunities Diversity Moreld's diversity and inclusion policy applies to all employees and outlines our commitment to diversity, equality, and inclusion. This ensures we act respectfully towards our colleagues, investors, business partners, shareholders, and communities. We believe that diversity initiatives are central to fos- tering a dynamic and innovative culture. By embracing diverse perspectives, we aim to enhance creativity and problem-solving, contributing to an attractive working environment for our employees. We are committed to investing in training and skills development to support career growth and job satisfaction, ensuring our work- force is equipped to meet evolving industry demands. Moreld is dedicated to fostering equal opportunities and treatment for all employees, irrespective of gender, eth- nicity, national or social origin, disability, sexual orienta- tion, or religious belief. Our commitment to enhancing diversity and inclusion is integral to creating a workplace that attracts talented employees. Our employees shall receive equal pay for work of equal value. Moreld's value statement We will treat everyone with courtesy and respect, regardless of ethnicity, gender, national or social ori- gin, disability, sexual orientation, religious belief or political opinions, or other status. Our goal is to recruit, develop and retain the best people based on merit and we want a creative, diverse, and inclusive working environment. We want our employees to perform to their full potential and to be recognised and rewarded fairly for their performance. We want to ensure that the workplace is safe and free from harassment, discrimination, and bullying. We will never tolerate any form of abuse or harass- ment of our colleagues or business partners. The diversity and inclusion policy are monitored regularly by reports and KPIs and the status is reported to the group management and board of directors. We are conscious that changes must take place over time, supported by clear goals and various measures. Discrimination and harassment We have zero tolerance for discrimination, and will always recruit, promote, train, and reward our employ- ees based on their merit. Our human rights policy, diversity and inclusion policy, and our Code of Conduct outlines our commitment to build a diverse, and inclu- sive working environment, and highlights our zero tol- erance for harassment, discrimination and bullying. We expect all employees to treat their colleagues with courtesy and respect, and we prioritise qualifications, demonstrated skills and achievements in processes of promotion and reward. Our Code of Conduct states that a Moreld employee should never: Behave in a way that could reasonably be consid- ered offensive, intimidating, discriminatory or insult- ing. This includes avoiding abusive language or inappropriate jokes, such as jokes of a racial or sex- ual nature, in the workplace. Engage in any form of harassment. Harassment does not have to take place at work or involve a col- league to violate our Code of Conduct. Humiliate, ridicule, or injure another person. Directly or indirectly discriminate a co-worker based on ethnicity, gender, gender identity, age, national or social origin, disability, sexual orientation, religious belief, or political opinions. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 64Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Turn a blind eye to harassment or discrimination in the workplace. Voicing concerns or reporting inci- dents to management will never result in retaliation. Our whistleblowing channel is available to all employ- ees and provides the opportunity to report concerns anonymously and without retaliation, retribution, or harassment (see G1-1). All new employees are provided with an introduction to our Code of Conduct and other governing document. Training and skill development Recognising employees as the cornerstone of our suc- cess, Moreld focuses on providing training and com- petence development. Career development is vital for retaining resources, and we facilitate pathways for experienced workers to advance to roles such as fore- man, field engineer, installation manager, or commis- sioning and method engineer, with specially tailored training. Employees are encouraged to suggest appro- priate training themes or courses which can help them improve existing skills or acquire new ones. Performance evaluation in Moreld is based on both personal skills, such as planning and organisation, problem solving and communication and presenta- tion skills, as well as technical skills such as industry knowledge, quality of work and understanding of ESG issues. This ensures that employees are equally treated and that decisions regarding promotions are based on demonstrated skills and achievements. Moreld will pro- mote based on the company’s needs and the employ- ee’s performance, workplace conduct and potential. S1-2: Processes for engaging with own workforce and workers representatives about impacts At Moreld, we engage with our workforce and their representatives to address both actual and potential impacts on our employees. Regular communication channels, such as surveys and feedback sessions, are established to gather employee insights. These tools help us assess key areas such as work environment, job satisfaction, and development opportunities. The feedback collected is used to address concerns and enhance employee engagement. For instance, sur- veys are conducted to evaluate employee enthusiasm, belonging, clarity, efficiency, and work-life balance. These surveys provide valuable data that informs our decision-making and helps us implement necessary improvements. Health and safety are prioritised through regular meetings and safety committees. These forums allow employees and management to discuss safety prac- tices, review incidents, and implement improvements. By fostering open dialogue, we ensure that safety standards are upheld and continuously improved. Safety delegates and committees play a key role in monitoring workplace conditions and addressing any issues that arise. Regular safety training and awareness campaigns are conducted to reinforce our commit- ment to a safe working environment. We maintain active collaboration with union represent- atives and employee committees, including the work- ing environment committee (AMU). Monthly meetings are held to discuss topics such as work schedules, resource management, and employment conditions. This collaboration ensures that employee voices are heard and considered in our operational decisions. The AMU plays a pivotal role in addressing workplace issues, reviewing health and safety incidents, and proposing improvements. Tools such as career planning and counselling are used to set goals, assess performance, and identify devel - opment opportunities. These initiatives foster trust and communication between employees and supervi- sors, ensuring that career aspirations are aligned with organisational objectives. S1-3: Processes for remediate negative impacts and channels for own workforce to raise concerns Moreld is dedicated to addressing negative work- force impacts through structured processes, centered around the "We Behave and Comply - Whistleblowing Policy." This policy, detailed in chapter G1-1, applies to all employees and ensures effective issue identifica - tion, reporting, and resolution. Employees can report concerns internally to managers or relevant person- nel, and externally via a confidential hotline managed by Schjødt AS. All reports are logged, investigated, and responded to in writing, with preventive measures implemented as needed. The policy ensures no retali- ation for good faith reporting, promoting a safe report- ing environment. Continuous improvements are made to enhance awareness, accessibility, and feedback mechanisms. S1-4: Taking actions on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions Across our organisation, we carry out a wide range of actions designed to address our material IROs connected to our own workforce. These actions Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 65Moreld AS | Annual report 2024 | Sustainability – social disclosures
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predominantly take place on entity-level based on cir- cumstances in the respective subsidiaries. A list of key actions and focus areas in 2024 is summarised below. Working conditions: Human and organisational performance training: Conducted for onshore and offshore personnel to enhance safety leadership. Safety delegates: Established clear roles and organised gatherings to increase HSE competence. Always safe/HSEQ campaigns: Reviewed quarterly HSE topics and implemented Equinor task force topics. Fall protection courses: Conducted for engineering and management staff traveling offshore. Office ergonomics: Evaluated and improved ergonomics in offices, storage, and offshore locations. Sick leave reduction: Workshops on workload management and mental health, supported by a new sick leave dashboard. Social activities: Organised events like Energistafetten and Holmenkollenstaffeten to promote health and engagement. Equal Treatment and Opportunities: Active recruitment policy: Ensured job advertisements appeal to both genders Onboarding and HR portals: Each subsidiary has its own system for training and development. Career evaluations: Conducted by personnel managers and department heads. Board talent program: Two young talents were elected to a one-year program including leadership training Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 66Moreld AS | Annual report 2024 | Sustainability – social disclosures
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We track and assess the effectiveness of our actions through several key performance indicators (KPIs). Employee engagement scores, gender balance KPIs, sick leave rates (both short-term and long-term), and turnover percentages are monitored closely. Metrics and targets S1-5: Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities We have not established time-bound group targets related to our workforce due to recent changes in our organisational structure and the acquisition of Ocean Installer in 2024. In 2025 we will determine targets based on relevant KPI’s. Future targets for health and safety, sick leave and gender balance will align with our group HSE and D&I policies. Working conditions For working conditions targets are revised from year- to-year by our subsidiaries. On a group level, Moreld remain committed to the continuous ambition of achieving zero incidents concerning health and safety, discrimination, and other potential impacts on our workforce. Additionally, we aim at reaching below 3% total sick leave, that is restated every year. Our commit- ment to our overall ambition is monitored through rel- evant metrics and KPIs, supported by the policies and actions outlined in this chapter. Equal treatment and opportunities All subsidiaries have implemented a diversity and inclu- sion (D&I) policy, aiming to cultivate a more diverse workforce. There is a particular emphasis on increas- ing the representation of women in both the workforce and management, addressing a common industry challenge. The group is committed to establishing tar- gets that align with the ambitions of each subsidiary. In 2024, Moreld Apply, our largest subsidiary compris- ing approximately 75 per cent of the group’s workforce, established a target to achieve 25 per cent female rep- resentation in the workforce and 35 per cent in lead- ership positions. At 31 December 2024, the subsidiary reported a 23 per cent female workforce and 41 per cent female representation in leadership roles. S1-6: Characteristics of the undertaking’s employees The total number of employees is the headcount of individuals with an employment contract with Moreld, who are on the payroll at year-end, regardless of con- tract type. Contracted personnel and summer interns are not included in the contract type overview. Employees head count by country and gender Country Female Male Total Norway Not available Not available 1 349 Poland Not available Not available 289 UK Not available Not available 206 Other Not available Not available 132 Total 443 1 533 1 976 Employees by contract type and gender Contract type (head count) Female Male Total Number of employees 443 1 533 1 976 Number of permanent employees 433 1 494 1 927 Number of temporary employees 4 20 24 Number of part-time employees 6 19 25 Turnover ratio 2024 Employees leaving the company 160 Employee turnover ratio 8.1% S1-7: Characteristics of the undertaking’s non-employees Our non-employees predominantly consist of project personnel sourced through approved Norwegian staff - ing agencies. In 2024, we do not have available data on our non-employees broken down by gender. Gender 2024 Male Not available Female Not available Total non-employees 789 S1-14: Health and safety metrics Indicator 2024 Workforce covered by health and safety management system (at year end) 100% Sick leave, short term (1-16 days) 1.3% Sick leave, long term (> 16 days) 2.1% Total sick leave 3.3% Work-related fatalities, including non-employees outside own workforce working on company sites 0 Number of cases of recordable work-related ill health N/A Number of days lost from work-related accidents and ill health N/A Number of serious incidents 0 Number of lost time incidents 2 Number of total recordable work-related accidents (lost time incidents and minor/first aid cases) 27 Rate of total recordable work-related accidents (per million manhours) 6.36 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 67Moreld AS | Annual report 2024 | Sustainability – social disclosures
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S1-15: Work-life balance metrics 2024 Employees entitled to family-related leave 100% Male employees taking family-related leave 44 Female employees taking family-related leave 29 Total employees taking family-related leave 73 S1-17: Incidents, complaints and severe human rights metrics Total Total number of incidents of discrimination 0 Number of complaints filed 0 Total amount fines, penalties and compensation 0 Number of severe human rights incidents 0 Total amount of fines and compensation of severe incidents 0 S1-9: Diversity metrics Gender distribution at top management: At Moreld, top management level is considered the manage- ment level in the three subsidiaries and the group CEO and CFO. Number Percentage Male at top management level 13 74% Female at top management level 5 26% Age distribution among employees: Number of employees Under 30 years N/A 30-50 years N/A Over 50 years N/A S1-13: Training and skills development metrics Percentage of employees in performance and career development reviews Average number of training hours per employee Male employees N/A N/A Female employees N/A N/A Total employees N/A N/A S2 – WORKERS IN THE VALUE CHAIN At Moreld, we assume responsibility for the employ- ees of our business partners, customers, suppliers, and service providers. Our approach involves engaging with value chain partners to ensure compliance with national laws and adherence to international labor and human rights standards. We aim to reduce negative impacts on value chain workers by implementing pol- icies that guide our actions and set expectations for operators within our value chain. Strategy SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model Moreld’s projects engage a wide range of workers across the value chain, covering upstream activities such as refining, manufacturing, logistics, transporta - tion, and mineral and metal extraction. These activities are linked to inherent risks of human rights violations and inadequate working conditions associated with the products we source and their countries of origin. We recognise significant risks associated with specific geographies and commodities, particularly regarding child labor and forced labor. These risks are prevalent in regions where migrant and low-wage labor is common, necessitating stringent oversight and ethical sourcing practices. Our impacts also encompass on-site construction workers, particularly in offshore operations within the downstream value chain. In the oil and gas sector, the extensive reliance on temporary workers, coupled with the demanding work conditions and long hours, pre- sents significant health and safety risks. The poten - tial negative impacts from our activities also trigger inherent risks of reputational damage due to inad- equate oversight of working conditions in the value chain. These challenges underscore the necessity for improved oversight and management practices to ensure compliance with labor standards and protect worker welfare. Our material impacts and risks related to workers in the value chain is detailed in the tables on the next page. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 68Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Material impacts Material impact on workers in the value chain Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group may negatively impact workers in the value chain by lacking oversight of working conditions at raw material suppliers. Working conditions Health and safety Potential negative impact Short Moreld Group can have potential negative impact due to limited insights and transparency into suppliers and sub-suppliers work against child labour. Other work-related rights Child labour Potential negative impact Short Moreld Group can have a potential negative impact on workers in the value chain due to limited insights and transparency into suppliers and sub-suppliers work against forced labour. Other work-related rights Forced labour Potential negative impact Short Material risk and opportunities Material risk and opportunities related to workers in the value chain Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group risks reputational damage from inadequate oversight of working conditions in the value chain Working conditions Health and safety Risk Short Impact, risk and opportunity management S2-1 Policies related to value chain workers At Moreld, our Code of Conduct commits us to uphold human rights and ensure decent working conditions for all employees, suppliers, and subcontractors. Our "Business Principles for Suppliers" mandate that part- ners maintain safe, healthy environments and respect labor rights, in compliance with the Transparency Act. We communicate these policies to our suppliers, set- ting clear expectations: Suppliers must adhere to Moreld's business prin- ciples for suppliers and partners, extending these standards to their own suppliers. Our "terms & conditions for purchase" emphasise the duty to respect human rights and ensure decent working conditions. The "supplier declaration" reinforces our commit- ment to human rights and decent work conditions. Results from supplier HSE audits, inspections, and walkabouts are integrated into our standard proce- dures and addressed directly with the relevant sup- plier or subcontractor. Operators in our value chain shall not support any form of discrimination or harassment including, but not limited to race, color, gender, sexual orientation, language, religion, political or other opinion, national or social origin. All personnel must be treated with respect. Wages and benefits must comply with national laws, and working hours must follow local requirements. Payments shall be timely, in legal ten- der, and documented. Human rights in our value chain Moreld adhere to the UN’s Guiding Principles on Busi- ness and Human Rights, and the International Labour Organization (ILO) conventions. Our company is com- mitted to safeguarding the fundamental human rights of all individuals affected by our activities, including our value chain workers. We acknowledge that respect for human rights is a universal standard, and our obligation to uphold these rights extends to all our operations worldwide. This commitment is par- ticularly important when we are dependent on sup- pliers and sub suppliers in regions associated with a higher risk of poor working conditions and violations of human rights. Moreld ensures compliance with the Transparency Act through established internal guidelines. Our govern- Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 69Moreld AS | Annual report 2024 | Sustainability – social disclosures
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ance framework focuses on compliance, health, safety, and environment (HSE), and other key risk areas. Our human rights policy applies to all employees, contrac- tors, suppliers and stakeholders involved with Moreld’s operations and partnerships globally. All managers are responsible for planning and conducting work and activities in accordance with these guidelines. All employees are expected to work in accordance with and support these guidelines. Our human right policy is aligned with human rights principles and occupational safety standards. Moreld strictly prohibits all forms of modern slavery, forced labor, and human trafficking. Suppliers must ensure operations are free from forced labor, slavery, and human trafficking. Personnel must be able to leave employment with reasonable notice. Employing chil- dren under 15, or the legal minimum age, is prohibited, and young workers under 18 must avoid hazardous work. Suppliers or partners found in violation of our poli- cies are required to take corrective actions under our supervision. Non-compliance may result in termina- tion of contracts or partnerships. Root cause analyses are conducted to prevent recurrence, with procedures reviewed and updated accordingly. Health and safety in our value chain Moreld is committed to ensuring a healthy and safe working environment across its entire value chain. This commitment extends to all companies within the value chain, requiring adherence to regulatory standards and industry norms to minimise health and safety risks. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 70Moreld AS | Annual report 2024 | Sustainability – social disclosures
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All entities within the value chain must secure a healthy and safe working environment for their personnel. This includes following prevailing regulatory standards and industry norms to minimise health and safety risks. Compliance with applicable laws, regulations, and inter- national standards, including the ILO Conventions on Occupational Health and Safety, is essential. Companies must ensure that their personnel understand the haz- ards and safe practices associated with their work and have the authority to refuse or stop unsafe work. Per- sonnel must be provided with, and instructed to use, appropriate personal protective equipment whenever necessary. Adequate and regular training must be provided to ensure personnel are well-informed about health and safety issues. Where accommodation is provided for personnel or sub-suppliers’ personnel, it must be clean, safe, and meet the basic needs of the personnel and, where applicable, their families. Companies within the value chain must have systems in place for workers to report health and safety incidents and near-misses, as well as systems to investigate, track, and manage such reports. S2-2: Processes for engaging with value chain workers Engaging with workers is crucial for effectively manag- ing our impact and minimising risks. We gather feedback from value chain workers to refine our risk assessments and engagement strategies. This interaction occurs dur- ing on-site work, business meetings, visits, and audits, which are integral to our operations. However, as we move further along the value chain, the frequency of interaction decreases, making it difficult to measure and address potential negative impacts and inherent risks. Due diligence process Moreld subsidiaries employ an annual supply chain due diligence process as the primary method for address- ing negative impacts. The due diligence process is complemented by our supplier Code of Conduct and the integration of human rights and decent working conditions into our commercial contracts. The assess - ment is conducted in line with OECD due diligence guidelines. This includes a materiality analysis based on supplier significance and a risk analysis using inter- national risk indices. High-risk elements are subject to special scrutiny, which may include audits, enhanced questionnaires, and documentation. Unsatisfactory results are reviewed, with potential actions taken, including improvement plans, suspension, or termina- tion. We collaborate closely with key suppliers to iden- tify and mitigate potential sustainability impacts and risks. Supplier background check We conduct risk-based background checks on poten- tial business partners, including suppliers, to ensure adherence to ethical business conduct. This process involves evaluating their reputation, capability, and compliance with human rights and labor standards. Our procedure identifies "red flags”, such as difficulty identifying ownership, complex corporate structures in tax havens, recent legal investigations, and ties to politically exposed persons. If red flags are identified, Moreld requires an additional review to assess and mit- igate risks before engaging with the business partner. Function with responsibility Our group CEO is ultimately responsible for imple- menting policies and compliance. Subsidiary CEOs, which are part of the executive management team (EMT), report directly to the group CEO, ensuring com- prehensive oversight. The responsible for supply chain management in each subsidiary is tasked with engag- ing value chain workers and integrating their feedback into Moreld's operations. This includes selecting and conducting HSE&Q follow-ups with subcontractors and suppliers, as well as annually reviewing framework con- tracts. Additionally, the Project Procurement Manager (PPM) works with the project's HSEQ manager and consults with the project manager/client to oversee re-evaluations, verifications, supervisions/inspections, and status meetings related to project deliveries. S2-3: Processes to remediate negative impacts and channels for value chain workers to raise concerns Moreld expect all employees to report any censura- ble conditions affecting workers within our value chain. These conditions include violations of legal regula- tions, our Code of Conduct, or widely accepted ethi - cal norms. Our employees have a duty to notify us if they suspect any criminal activities or practices that may endanger life or health. It is crucial to report inci- dents of non-compliance with our company's values, as expressed in our Code of Conduct, and any issues that could significantly harm our reputation. This includes non-compliance with company values, unsafe conditions, employment law violations, and breaches of safety standards, as well as harassment, discrimina - tion, and unfair practices. Any reports of such will trig - ger an inquiry to determine the root cause, followed by implementation of corrective actions and/or training to reduce the likelihood of recurrence. Value chain workers have multiple channels to raise concerns. They can directly access our whistleblowing channel or communicate with an employee, who will Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 71Moreld AS | Annual report 2024 | Sustainability – social disclosures
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ensure the issue is forwarded appropriately through line manager or HR. General inquiries are typically managed by our group companies, with contact infor- mation available on their websites. Additionally, indi- viduals can anonymously reach out through our contact form or whistleblowing hotline through our legal representative, through the dedicated channels: moreldwhistleblowing@schjodt.com. We are committed to maintaining transparency and fos- tering trust among value chain workers, ensuring they are aware of and confident in these processes. All forms of retaliation against a person who has notified in a rea- sonable manner are prohibited under the whistleblower policy and applicable local legislation. More details are provided in the business conduct chapter (G1). S2-4: Taking actions on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions Moreld are committed to ensuring transparency in our practices and implementing effective systems and controls to prevent and address these issues. We expect our supply chain and partners to adhere to the same standards. Necessary actions are identified through collaborative partnerships, expecting business partners to engage in risk assessments, inspections, monitoring, and report - ing. We focus on suppliers located in areas of risk and perform regular audits of suppliers in these regions. In 2024 we did 7 supplier audits related to ESG concerns. Our due diligence carried out in 2024 reviews with the following overall results: Moderate risks linked to operating abroad. This risk is linked to some of our suppliers being located in countries with higher risk of human rights incidents and potential issues related to decent working con- ditions Increased risks of corruption/violation of human rights further down the value chain. This risk is due to the fact that it can be more difficult to track and monitor human rights and decent working condi- tions beyond first tier relationships in the supply chain. We have not identified any significant risk of child labor in our supply chain. In 2024, we have conducted comprehensive staff train- ing to enhance understanding of ethical sourcing and the importance of safeguarding workers' rights throughout the supply chain. Additionally, we have introduced supplier declaration forms for all new sup- pliers to ensure adherence to our standards and com- mitment to ethical practices. Furthermore, we have carried out Health, Safety, and Environment (HSE) audits on selected suppliers. These audits are essen - tial for assessing compliance with safety standards and identifying areas for improvement to protect workers' health and safety. S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunity While we do focus on improving our efforts related to workers in the value chain, we have not set any time bound outcome-oriented targets as we have not at this point identified any targets that will significantly improve the situation for our value chain workers. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 72Moreld AS | Annual report 2024 | Sustainability – social disclosures
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Sustainability in Moreld Governance disclousures Moreld strives to professionalise the governance models of our industrial group through our board work and aims to follow Invest Europe’s Corporate Governance Guidelines. Moreld seeks to ensure that we comply with all applicable laws, rules, and regulations in the markets in which we operate, including anti-corruption and anti-bribery laws. We seek to contribute to high ethical standards being maintained by all our employees and operating entities. G1 – BUSINESS CONDUCT The importance of business conduct, ethics and cor- porate responsibility is fundamental within our group, and the business principles will govern the framework for actions, development and cooperation with all busi - ness contacts. Our goal is to achieve understanding and knowledge of our requirements within areas such as sustainability, human rights, safe working conditions and business ethics. Strategy SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model Moreld, with operations in 18 countries, acknowledges the susceptibility to corruption and bribery risks within certain organisational functions. Engaging with sup- pliers and partners in regions with low scores on the Transparency International Corruption Perceptions Index (CPI), managing financial transactions, and ensuring compliance with anti-corruption laws are crit- ical challenges we are committed to addressing with diligence and integrity. Cyber security is also a concern, with phishing attacks posing risks of data breaches, financial fraud, and unauthorised access to critical systems, compromising security and integrity. These factors threaten financial stability and reputation, com- plicating compliance efforts. Material impacts Material impacts on business conduct Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group can negatively impact business conduct by lacking robust qualification and due diligence in their supply chain Business conduct Management of relationships with suppliers including payment practices Potential negative impact Short Moreld Group can have a negative impact by contributing to unethical business practices in regions where corruption and bribery are prevalent Business conduct Corruption and bribery Potential negative impact Short Moreld Group can have a negative impact if whistleblower protection is inadequate, as employees may hesitate to report unethical activities, allowing issues to persist Business conduct Protection of whistleblowers Potential negative impact Short Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 73Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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Material risk and opportunities Material risk and opportunities related to business conduct Sub-topic Sub-sub-topic IRO Value chain Time horizon Moreld Group's global operations risk financial and reputational damage from supply chain corruption, complicating compliance Business conduct Corruption and bribery Risk Short Moreld Group faces an inherent risk from successful phishing attacks, which can lead to data breaches, financial fraud, and unauthorised access to critical systems, thereby compromising the company's security and integrity Business conduct Cyber security Risk Short Recognising these risks, business conduct is priori - tised at the highest level of our organisation. We have clear policies on how we shall behave and comply, both related to due diligence, business partners, anti-corrup- tion, cyber security and whistleblower procedures. Our strategic adjustment includes supplier qualification cri- teria and implementing rigorous compliance checks to mitigate risks and ensure ethical conduct. Impact, risk and opportunity management G1-1: Business conduct policies and corporate culture Our Code of Conduct outlines the principles and stand- ards we adhere to, ensuring responsible and ethical decision-making across all levels of our organisation. This code is based on leading international standards, including the UN Global Compact and the UN Guid- ing Principles on Business and Human Rights. We are committed to compliance with all laws and regulations, recognising that adherence to legal standards is cru- cial for safeguarding our values and reputation. This includes laws related to employee safety, environmen- tal protection, accounting standards, taxation, fair com- petition, and data protection. We foster a corporate culture that emphasises ethical behavior, transparency, and accountability. Our man- agement encourages open discussions about eth - ical dilemmas, ensuring alignment with our values. Employees are expected to read and confirm their understanding of our Code of Conduct, promoting a shared commitment to ethical standards. Protecting our assets and confidential information is vital. This includes safeguarding property, intellectual property, and sensitive data. Employees are expected to use company resources responsibly and maintain confidentiality even after employment ends. We strictly prohibit unlawful payments, including cor- ruption and fraud. Our anti-corruption policy, acces- sible through the subsidiaries' internal management systems, aligns with international anti-corruption laws and strictly prohibits any improper advantages. Care- ful selection of business partners is also essential. We conduct due diligence to ensure partners adhere to our standards, particularly regarding anti-corruption, work- ing conditions, and human rights. Whistleblower protection At Moreld, we are committed to upholding the high- est ethical standards. Our comprehensive whistle - blowing policy is designed to address concerns about unlawful behavior or actions that contradict our Code of Conduct and internal rules. This policy facilitates the identification, reporting, and investigation of such con- cerns, ensuring compliance and fostering a positive working environment. Our CEO is responsible for implementing the whistle- blowing policy and the policy applies to all employees and hired contractors, encouraging the reporting of any violations of law, company policies, ethical norms, or other censurable conditions. We urge our employ- ees to report issues such as threats to health and safety, harassment, discrimination, corruption, fraud, and environmental violations. We prioritise the protec- tion of whistleblowers by establishing robust reporting channels, both internal and external. Any anonymous reporting is referred to the company’s legal represent- ative. Internal reporting procedures Initially, employees should notify their line manager, who will escalate the case as needed. If the line man- ager is involved in the issue, employees can report directly to other qualified personnel. For economic irregularities, the CFO can be contacted, while employ- ment-related concerns can be directed to the HR director or a worker director. This ensures all matters are addressed appropriately and confidentially. An employee may also notify the chair of the company's Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 74Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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board directly if the employee believes that notification to line manager or the HR responsible will not result in an adequate investigation of the employee's concerns. We encourage employees to report concerns through designated internal channels, ensuring confidential- ity and proper handling of reports. At Moreld, we pro - vide information and training to our workers about the whistleblowing process, ensuring that staff receiving reports are well-equipped to manage them appropri- ately. Employees are expected to study these princi- ples and seek guidance if they are uncertain about any decisions related to the Code of Conduct. External reporting procedures We have established a "whistleblowing hotline" with the company's legal representative, Schjødt AS, as an external channel of reporting. Contact can be made with the law firm Schjødt through the following dedi- cated channels: moreldwhistleblowing@schjodt.com or telephone +47 46 83 96 00. We are committed to safeguarding individuals against retaliation, ensuring a secure environment for report- ing concerns. We strictly prohibit any form of retaliation against whistleblowers. This includes protection against dis - ciplinary actions, dismissal, suspension, or any nega - tive reactions resulting from reporting in good faith. Whistleblowers are assured that even if their con- cerns are not substantiated, they will not face adverse consequences, provided the report was made in good faith. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 75Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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G1-2 Management of relationships with suppliers Building relationships with key suppliers is integral to fulfilling our project requirements. Our business prin- ciples for suppliers establish the framework for actions, development, and cooperation with all business con- tacts. Suppliers are responsible for their supply chains, ensuring these requirements are communicated and approved. They must also ensure, as far as possible, that all subcontractors comply with these principles. Any breach of compliance is treated as a serious devi- ation and addressed with utmost importance. In addi - tion to group-wide guidelines, several subsidiaries have their own specific principles. A fundamental principle of our Code of Conduct is the careful selection of business partners. In evaluat- ing new and existing business lines, Moreld integrates considerations of environmental, social, and ethical issues, including climate-related factors. We have spe- cific expectations for suppliers and partners regarding social aspects such as human rights, health and safety, anti-bribery and anti-corruption (ABAC), and environ- mental considerations, including carbon footprint. The integrity due diligence (IDD) procedure involves conducting risk-based background checks to assess the reputation, capability, and experience of potential partners. This assessment includes reviewing financial information, media profiles, company history, and the corruption risk in the countries where partners operate. Identified red flags, such as complex corporate struc- tures, ties to politically exposed persons, or operations in high-risk regions, require further scrutiny and addi- tional review measures. The background checks are risk-based, with the CFO responsible for implementing and monitoring the procedure. To mitigate risk in the supply chain, Moreld’s subsidiar- ies regularly conduct supplier audits that encompass environmental, social and governance criteria. These governance practices were established prior to the introduction of the Transparency Act and stand to be further strengthened by its implementation. Audits and verifications are integral parts of our group com- panies' management systems. As many of our group's activities are carried out at the Norwegian Continen- tal Shelf (NCS) most of our suppliers are registered in joint qualification systems such as Magnet JQS and Achilles. To register in the qualification system, compa- nies need to perform a detailed capability assessment that covers compliance to various ESG topics, includ- ing anti-corruption and HSE. Through the qualification system we ensure that our suppliers comply with rules and regulations. We also conduct in-depth supplier audits, particularly when onboarding new suppliers to ensure that they comply with our business principles. G1-3 Prevention and detection of corruption and bribery Our anti-corruption policy complies with the Norwe - gian anti-corruption provisions, the UK Bribery Act, the US Foreign Corrupt Practices Act, as well as any other applicable law in the countries which we operate. The policy applies to everyone within our business and outlines our standards and expectations regard- ing anti-corruption and serves as a practical tool to ensure legal compliance. It prohibits any form of brib- ery, including offering or accepting improper advan- tages, trading in influence, and facilitation payments. It emphasises the importance of transparency and integrity in all business dealings. Employees are required to report any suspected incidents of corrup- tion through designated channels, ensuring prompt investigation and appropriate action. We expect every- one within our organisation to understand the types of payments, transfers, and business activities that may expose the company to corruption risk. Any violation of this policy can result in criminal liability for both the company and individuals, as well as posing a signifi- cant reputational risk. All suppliers and business contacts shall commit to the anti-bribery and anti-corruption policy and take all pos- sible actions to mitigate the risk for corruption. We will not receive and accept benefits from a business con - tact based on our role in the business. Procedures to detect and address incidents To mitigate these risks, we have implemented strict anti-corruption policies and procedures, including due diligence processes for selecting business partners and monitoring their performance. The purpose of this pro- cedure is to describe Moreld's objective and efforts to reduce risk in relation to business partners. All trans- actions Moreld are involved in must be recorded accu- rately and reasonably detailed in our accounts and records. If this is not done, it may constitute an inde- pendent violation of the law pursuant to applicable statutory provisions. The process of reviewing and assessing the risk related to business partners is referred to as a background check, an integrity due diligence or IDD. The term "business partners" includes all enterprises or individ - uals our company enters a business relationship with, including suppliers, consultants, agents, joint venture partners and other intermediaries. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 76Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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A key principle of our Code of Conduct is to choose our business partners carefully. Our background checks shall be risk-based, which means that we cannot use the same process on all business partners. The thor - oughness of the review will be decided based on a step-by-step approach that refers to the organisation Transparency International ranking of the countries level of corruption (the corruption perceptions Index). The audit and risk committee conducts regular risk assessments, including an annual assessment of the corruption risk associated with our activities. As a mini - mum, the risk assessment must include risk associated with countries, business partners and transactions. The CFO is tasked with overseeing the implementa- tion of our anti-corruption policy and ensuring compli- ance through rigorous internal controls. Accurate and detailed record-keeping of all transactions is manda- tory to prevent legal violations. Any allegations or inci- dents of corruption must be promptly reported to the managing director, or through our whistleblower chan- nel. The managing director, along with the board of directors, has the authority to initiate internal or exter- nal investigations to uncover relevant facts. If neces- sary, they may also notify public authorities. Violations of anti-corruption laws trigger disciplinary actions, which can include dismissal or termination. Anti-corruption and anti-bribery are fundamental com- ponents of our business principles for suppliers and partners. We require all suppliers and business con- tacts to fully commit to our policies and actively take measures to mitigate corruption risks. It is essential that these standards are communicated and upheld throughout the supply chains, ensuring compre- Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 77Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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hensive understanding and adherence to our ethical guidelines. Moreld’s business principles for suppliers and partners are available on our website and contain fundamen- tal requirements to do business with Moreld, includ- ing the requirements related to the Transparency Act. All suppliers to Moreld and subsidiaries are required to confirm adherence through supplier declarations. Our anti-corruption policy is implemented across all group companies, and all employees must be given anti-corruption training. The frequency and the amount of training will be based on the results of the risk assess- ment. Certain business units and functions may require more extensive training. New employees are required to complete an e-learning course. The completion rate of this training is a key performance indicator in our inter- nal quarterly reporting. The HSE/ESG coordinator super- vises training activities, tailoring the frequency and depth based on risk assessments. Furthermore, our IDD policy provides a step-by-step guide and highlights key consid- erations for evaluating business partners and suppliers. Each business contact shall perform all training related to corruption set forth by the human resources depart- ment, or by whoever human resources department delegates such task to. All records for training within business conduct at the supplier and/or business con- tact shall be filed and accessible to relevant resources and authorities, and statistics of training may be required by the supply chain. Cyber security policy Our cyber security policy outlines guidelines to pro - tect Moreld’s data confidentiality, integrity and availa- bility, including identifying attacks, detecting threats and protecting our systems. The policy applies to all employees, board members, owner, representa- tives, independent contractors, consultants, tempo - rary employees and hired personnel. We consequently expect them to read these guidelines and, upon request, confirm in writing that they will comply with them. Our overall ambition is to act in a manner that reduces the danger of the company being attacked by hackers. The most relevant data security threats for our group are: Malware: Harmful software, including viruses, worms, trojan horses, spyware, and adware. Ransomware: Malware that encrypts files and demands payment for decryption. Social engineering: Deceptive tactics used by hack- ers to obtain sensitive information. Phishing: Fraudulent emails designed to steal sensi- tive data, such as credit card or login information. Our policy mandates the installation of only approved, legal, and reputable software. This pol - icy is crucial in minimising the risk of introducing vulnerabilities into our systems, thereby protecting our digital infrastructure. Employees are advised to avoid engaging in sensitive activities, such as online shopping or banking, while at the workplace. If these activities are necessary for company purposes, they must be conducted on company devices and secure networks, with prior approval from a supervisor. This ensures that sensitive transactions are protected and monitored appropriately. Caution is required when using external devices like hard drives, memory sticks, and smartphones. These devices can potentially introduce malware when con- nected to company computers. Our policy aims to pre- vent such risks by encouraging careful handling and usage. Furthermore, we emphasise the importance of being mindful about information shared on social media, both personally and on behalf of the com- pany. Unintentional sharing of sensitive data can pro- vide hackers with valuable insights, compromising our security. Employees are expected to exercise discretion and awareness in their online interactions. Our cyber security policy provides a check list with preventive measures that reduce the risk of attacks. In case of a security breach, employees must turn off their computer and report immediately to their super- visor or the IT security officer. Prompt action is essen - tial to mitigate damage and restore system integrity. Governance metrics 2024 Supplier audits for sustainability topics 7 Number of convictions for violation of anti-corruption and anti-bribery laws 0 Amount of fines for violation of anti-corruption and anti-bribery laws 0 Anti-corruption e-learning: Completed training ratio 92.1% Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement General disclosures Basis for preparation Governance Impact, risk and opportunity management Environmental disclosures E1 – Climate change E2 – Pollution E4 – Biodiversity and ecosystems E5 – Resource use and circular economy Social disclosures S1 – Own workforce S2 – Workers in the value chain Governance disclousures G1 – Business conduct Financial statements Contact information 78Moreld AS | Annual report 2024 | Sustainability – governance disclosures
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Financial statements Moreld Group Moreld AS Consolidated statement of profit and loss ...............................................................................................................80 Consolidated statement of comprehensive income ............................................................................................81 Consolidated statement of financial position .........................................................................................................82 Consolidated statement of cash flows .......................................................................................................................83 Consolidated statement of changes in equity ........................................................................................................84 Notes to the consolidated financial statements ...................................................................................................85 Note 01 General information ....................................................................................................................................................................... 85 Note 02 General accounting policies and principles ................................................................................................................... 85 Note 03 Key accounting estimates and judgements ................................................................................................................. 86 Note 04 Revenue from contracts with customers ......................................................................................................................... 87 Note 05 Operating segments ...................................................................................................................................................................... 89 Note 06 Business combinations ..................................................................................................................................................................92 Note 07 Discontinued operations ..............................................................................................................................................................97 Note 08 Cost of goods sold ........................................................................................................................................................................... 98 Note 09 Employee benefit expense ........................................................................................................................................................98 Note 10 Share-based payments ............................................................................................................................................................ 100 Note 11 Other operating expenses .......................................................................................................................................................100 Note 12 Goodwill ................................................................................................................................................................................................101 Note 13 Intangible assets ............................................................................................................................................................................ 102 Note 14 Property, plant and equipment ...........................................................................................................................................104 Note 15 Leasing .................................................................................................................................................................................................. 105 Note 16 Interest-bearing liabilities .........................................................................................................................................................107 Note 17 Interest expenses ...........................................................................................................................................................................110 Note 18 Other financial expenses ..........................................................................................................................................................110 Note 19 Financial instruments .................................................................................................................................................................110 Note 20 Income tax expense .................................................................................................................................................................... 112 Note 21 Inventories ...........................................................................................................................................................................................114 Note 22 Trade receivables and work in progress ........................................................................................................................114 Note 23 Other current assets ....................................................................................................................................................................114 Note 24 Trade payables and other current liabilities ................................................................................................................ 115 Note 25 Contingent liabilities and guarantees .............................................................................................................................115 Note 26 Investments in associates ....................................................................................................................................................... 115 Note 27 Cash and cash equivalents ..................................................................................................................................................... 116 Note 28 Share capital and shareholder information ................................................................................................................116 Note 29 Earnings per share ..........................................................................................................................................................................117 Note 30 Related party transactions ....................................................................................................................................................... 117 Note 31 Non-controlling interests ........................................................................................................................................................ 118 Note 32 Subsequent events ...................................................................................................................................................................... 119 Statement of profit and loss – Moreld AS .................................................................................................................120 Statement of financial position – Moreld AS ...........................................................................................................121 Statement of cash flows – Moreld AS ......................................................................................................................... 122 Statement of changes in equity – Moreld AS .........................................................................................................123 Notes to the financial statements – Moreld AS ..................................................................................................... 124 Note 01 Accounting principles .................................................................................................................................................................124 Note 02 Other operating expense .........................................................................................................................................................124 Note 03 Income tax expense ..................................................................................................................................................................... 125 Note 04 Shares in subsidiaries ..................................................................................................................................................................125 Note 05 Balances with group companies ........................................................................................................................................ 125 Note 06 Share capital and shareholder information ................................................................................................................ 126 Note 07 List of group companies ............................................................................................................................................................126 Note 08 Subsequent events ........................................................................................................................................................................127 Alternative Performance Measures .............................................................................................................................................................127 Independent auditor’s report .........................................................................................................................................130 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 79Moreld AS | Annual report 2024 | Financial statements
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Consolidated statement of profit and loss For the year ended 31 December Amounts in NOK thousand Notes 2024 2023 Revenue from contracts with customers 4 7 124 588 1 070 Other operating income 11 791 - Revenue and other operating income 7 136 379 1 070 Cost of sales 8 (3 085 902) - Salaries and personnel expenses 9, 10 (2 111 317) (10 907) Other operating expenses 11 (415 898) (17 019) EBITDA 1 523 262 (26 856) Depreciation, amortisation and impairment losses 13, 14, 15 (1 068 694) - Share of results of associates 26 (7 920) - Operating result (EBIT) 446 648 (26 856) Interest income 44 263 97 Interest expenses 17 (410 372) (4 082) Other financial expenses 18 (398 445) (8 707) Fair value adjustment of financial instruments 19 (439 680) - Net foreign exchange gains (loss) (188 011) 17 047 Net financial expense (1 392 244) 4 355 Net profit / (-loss) before tax from continuing operations (945 596) (22 501) Income tax expense 20 70 607 640 Net profit / (-loss) for the period after tax from continuing operations (874 989) (21 861) Net profit / (-loss) for the period after tax from discontinued operations 7 172 000 - Profit of the year (702 989) (21 861) Attributable to: Equity holders of the parent company (711 288) (21 158) Non-controlling interests 8 299 (703) Total attributable (702 989) (21 861) Earnings per share (NOK): Basic and diluted earnings per share 29 (4.05) Basic and diluted earnings per share, from continuing operations 29 (5.02) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 80Moreld AS | Annual report 2024 | Consolidated financial statements
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Consolidated statement of comprehensive income For the year ended 31 December Amounts in NOK thousand 2024 2023 Profit of the year (702 989) (21 861) Items that may be reclassified subsequently to profit or loss Foreign exchange differences on translation of foreign operations (23 296) - Other comprehensive income / (-loss) for the period (23 296) - Total comprehensive income / (-loss) for the period (726 285) (21 861) Attributable to: Equity holders of the parent company (734 584) (21 158) Non-controlling interests 8 299 (703) Total attributable (726 285) (21 861) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 81Moreld AS | Annual report 2024 | Consolidated financial statements
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Consolidated statement of financial position For the year ended 31 December Amounts in NOK thousand Notes 31.12.2024 31.12.2023 ASSETS Non-current assets Property, plant and equipment 14 195 714 47 601 Goodwill 12 885 132 548 796 Intangible assets 13 483 406 333 916 Right of use assets 15 2 073 710 374 650 Investments in associates 26 - 1 712 Other non-current assets 2 894 7 172 Deferred tax assets 20 225 000 40 173 Total non-current assets 3 865 855 1 354 020 Current assets Inventories 21 39 863 12 620 Trade and other receivables 22 1 110 561 558 809 Contract assets 4, 22 498 691 274 002 Other current assets 23 172 795 84 558 Cash and short-term deposits 27 1 500 144 185 710 Total current assets 3 322 053 1 115 701 Total assets 7 187 909 2 469 721 Amounts in NOK thousand Notes 31.12.2024 31.12.2023 EQUITY Paid in capital 28 902 301 618 Retained earnings (203 747) (21 157) Equity attributable to the equity holders 698 554 (20 539) Non-controlling interests 31 (622) 23 820 Total equity 697 932 3 280 LIABILITIES Non-current liabilities Interest bearing loans and borrowings 16 1 527 708 851 218 Other non-current financial liabilities 10 041 465 Lease liabilities 15 1 230 913 329 819 Net employee defined benefit liabilities 9 7 537 7 096 Deferred tax liabilities 20 253 169 74 112 Total non-current liabilities 3 029 369 1 262 709 Current liabilities Derivatives 19 - 57 281 Lease liabilities 15 796 873 57 099 Trade and other payables 24 754 988 433 354 Contract liabilities 4, 24 805 354 113 149 Income tax payables 20 51 103 12 150 Other current liabilities 24 1 052 290 530 698 Total current liabilities 3 460 608 1 203 731 Total liabilities 6 489 976 2 466 440 Total equity and liabilities 7 187 909 2 469 721 Stavanger, 22 April 2025 Julian McIntyre Chair of the board Venkat Siva Director Mark Dickinson Director Neil Hartley Director Trond Rosnes Director Ole Slorer Director Geir Austigard Chief executive officer Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 82Moreld AS | Annual report 2024 | Consolidated financial statements
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Consolidated statement of cash flows For the year ended 31 December Amounts in NOK thousand Notes 2024 2023 Cash flow from operating activities Profit of the year (702 989) (21 861) Non-cash change in fair value on financial instruments 19 439 680 - Non-cash effect from warrants recognised as financial liabilities 19 69 019 - Refinancing expenses classified as financing cashflows 18 161 839 - Depreciation, amortisation and impairment losses 13, 14, 15 1 068 694 - Net foreign exchange differences 233 237 - Interest received (44 263) - Interest paid 221 643 - Adjustments for: Change in inventories (2 846) - Change in trade and other receivables 2 424 (53) Change in trade and other payables (32 102) 42 531 Change in other current liabilities 125 819 (20 494) Cash flows from operating activities 1 540 155 123 Interest received 44 263 - Interest paid (221 643) - Taxes paid (12 033) - Net cash flows from operating activities 1 350 742 123 Amounts in NOK thousand Notes 2024 2023 Cash flow from investing activities Purchase of property, plant and equipment 14 (28 767) - Purchase of intangible assets 13 (34 743) - Cash outflow from acquisitions 6 (494 298) (793 323) Cash inflow from divestments 7 258 430 - Net cash flows from investing activities (299 377) (793 323) Cash flows from financing activities Proceeds from interest bearing loans and borrowings 16 2 287 559 968 416 Repayment of interest-bearing loans and borrowings 16 (2 136 246) - Payment of lease liabilities 15 (802 534) - New equity received 874 175 10 494 Dividend paid to non controlling interests (8 774) - Change in other non-current liabilities 7 425 - Net cash flows from financing activities 221 605 978 910 Net change in cash and cash equivalents 1 272 970 185 710 Cash and cash equivalents at beginning of year 185 710 - Effects of exchange rate changes 41 464 - Cash and cash equivalents at end of period 1 500 144 185 710 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 83Moreld AS | Annual report 2024 | Consolidated financial statements
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Consolidated statement of changes in equity For the year ended 31 December Amounts in NOK thousand Paid in capital Retained earnings Foreign currency translation reserve Equity attributable to the equity holders Non-controlling interests Total equity Balance at 21 December 2023 - - - - - - Share capital increase 618 - - 618 10 494 11 112 Minority interests from business combinations - - - - 14 029 14 029 Comprehensive income Net income / (-loss) for the period - (21 158) - (21 158) (703) (21 861) Other comprehensive income / (-loss) for the period - - - - - - Total comprehensive income - (21 158) - (21 158) (703) (21 861) Balance at 31 December 2023 618 (21 158) - (20 540) 23 820 3 280 Capital contribution - - - - 23 445 23 445 Capital decrease - - - - (7 403) (7 403) Dividend to non-controlling interests - - - - (3 824) (3 824) Capital contribution reorganisation 46 437 22 048 - 68 485 (21 120) 47 365 Capital contribution IPO 900 473 - - 900 473 - 900 473 Transaction cost deducted from equity (45 227) - - (45 227) - (45 227) Divestment of minority interests - - - - (23 838) (23 838) Exercise of warrants - 529 946 - 529 946 - 529 946 Comprehensive income Net income / (-loss) for the period - (711 288) - (711 288) 8 299 (702 989) Other comprehensive income / (-loss) for the period - - (23 296) (23 296) - (23 296) Total comprehensive income - (711 288) (23 296) (734 584) 8 299 (726 285) Balance at 31 December 2024 902 301 (180 452) (23 296) 698 554 (621) 697 932 In September 2024, certain key personnel within the group invested in Moreld Holding AS and as part of the subscription they con- tributed NOK 23.4 million in capital. Simul- taneously, holders of preference shares in Moreld Holding AS redeemed their preference shares totalling NOK 7.4 million following the release of the account pledge that was dis- charged as part of the refinancing completed in June 2024 (see note 19 Financial Instru- ments). These investors also received NOK 3.8 million in dividend in an amount equal to the share premium paid for certain common shares in Moreld Holding AS. Following the reorganisation described below, all manage- ment investors have transferred their share- holding from Moreld Holding AS to Moreld AS. On 12 December 2024, the group performed an internal reorganisation in which the share- holders in Aurora Group Plc and Moreld Hold- ing AS contributed their shares to Moreld AS in exchange for shares in Moreld AS. The reor- ganisation was done as part of the prepara- tions for the Initial Public Offering (IPO) on Euronext Growth Oslo that took place on 19 December 2024. As part of the reorganisa- tion, warrant holders in Aurora Group Plc that had received warrants as part of the financing raised in December 2023 and June 2024 (see note 19 Financial Instruments) exercised their warrants in exchange for shares in Moreld AS. These warrants have been classified as finan - cial derivatives with value changes through profit & loss, but at the time of exercise which took place prior to the IPO, the value of the derivatives have been reclassified to equity. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 84Moreld AS | Annual report 2024 | Consolidated financial statements
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Notes to the consolidated financial statements Note 01 General information Corporate information The consolidated financial statement for 2024 covers Moreld AS, its subsidiaries and shares in associated companies that are included according to the equity method. Moreld AS is the ultimate parent company in the Moreld Group (“Moreld”). Moreld was formed in the end of 2023 through the acqui- sitions of More Holdco Apply AS, Global Mar- itime Group AS and Ross Offshore AS. In June 2024, Moreld divested Ross Offshore and acquired Ocean Installer, and in October 2024 the group divested Capnor. The group performed an Initial Public Offering (IPO) on Euronext Growth Oslo on 19 December 2024, and as part of the IPO, the group raised 950 million NOK in new equity. Moreld AS is a Norwegian limited company incorporated in Norway with business address Moseidsletta 122, 4033 Stavanger. A full list of the companies in the group can be found in note 7 in the financial statement of the ulti- mate parent company Moreld AS which is included in this report. The Moreld Group offers comprehensive ser- vices to the offshore energy, renewable and onshore markets. Note 02 General accounting policies and principles Basis for preparation The consolidated financial statement is pre- pared in accordance with IFRS® as adopted by the EU. The consolidated financial statement has been audited by Deloitte AS and was approved by the board of directors in Moreld AS on 22 April 2025. On 12 December 2024, the group performed an internal reorganisation in which the share- holders in Aurora Group Plc and Moreld Hold- ing AS contributed their shares to Moreld AS in exchange for shares in Moreld AS. The reor- ganisation was done as part of the prepara- tions for the Initial Public Offering (IPO) on Euronext Growth Oslo that took place on 19 December 2024. Moreld AS, an empty shelf entity with no operational activities, was acquired in August 2024 by Moreld Holding AS to serve as a listing vehicle in connection with the listing. The reorganisation was exe- cuted on the basis of a capital reorganisa- tion, in which all of the combining entities or businesses are ultimately controlled by the same party or parties, such that there is no change in the substance of Moreld. As such, the consolidated financial statement is a con- tinuation of Moreld and present the assets and liabilities of Moreld for all the periods pre- sented. Basis for measurement The preparation of the group’s consolidated financial statements requires management to make judgements, estimates and assump- tions that affect the reported amounts of rev- enues, expenses, assets, liabilities and the accompanying disclosures, and the disclo- sure of contingent liabilities. Use of available information and application of judgement are inherent in the formation of estimates. Uncertainty about these assumptions and esti- mates 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 on a regular basis and if a change is needed, it is accounted for in the year the change becomes known. The group bases its assumptions and esti- mates on parameters available when the con- solidated financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circum- stances arising that are beyond the control of the group. Such changes are reflected in the assumptions when they occur. Basis and principles for consolidation The consolidated financial statements com- prise the financial statements of the parent company Moreld AS and its subsidiaries. Sub- sidiaries are all entities over which the group has control. Upon the acquisition of new enti- ties management assesses whether the acqui- sition constitutes a business combination in accordance with IFRS 3, or whether it is con- sidered to be an asset acquisition, see note 6 Business combinations. An entity has been assessed as being con - trolled by the group when the group is Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 85Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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exposed to or have the rights to variable returns from its involvement with the entity and can use its power over the entity to affect the amount of the group’s returns. There is a presumption that if the group has the major- ity of the voting rights in an entity, the entity is considered as a subsidiary. Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Profit or loss and each compo- nent of other comprehensive income (OCI) are attributed to the equity holders of the parent of the group and to the non-controlling inter- ests, even if this results in the non-controlling interests having a deficit balance. Non-controlling interests are presented sep- arately under equity in the group's balance sheet. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The consideration is recognised at fair value and the difference between the consideration and the carrying amount of the non-controlling interests is recognised at the equity attributa- ble to the parent. Foreign currency translation The functional currency of the companies in the group is determined based on the nature of the primary economic environment in which the company operates. The functional currency of the parent company Moreld AS and the presentation currency of the group is Norwegian Kroner (NOK). Principles of cash flow statement The cash flow statement has been prepared using the indirect method. Cash flows from acquisition of shares includes cash and cash equivalents in the business that are acquired at the transaction date. Hence, this is pre- sented net together with the cash considera- tion paid. Cash and cash equivalents consists of bank deposits. Standards not yet effective At the date of authorisation of these finan- cial statements, the group has not applied the following new and revised IFRS Account- ing Standards that have been issued but are not yet effective, such as IFRS 18 Presentation and disclosure in financial statements and IFRS 19 Subsidiaries without public account- ability. IFRS 18 introduces new requirements for income statements, information on man- agement-defined performance measures and new guidance on aggregation and disag- gregation in financial statements and notes. For Moreld, the changes will primarily lead to some restructuring of the consolidated state- ment of income. Amendments to IAS 1 Presentation of finan- cial statements, IAS 7 Statement of cash flows, IFRS 7 Financial instruments, disclosures and IFRS 16 Leases entered into force on 1 Janu- ary 2024 and have been implemented in the preparation of the consolidated financial state- ment. Implementation of the standards listed above have not had a material impact on the finan- cial statements of the group. Note 03 Key accounting estimates and judgements Significant estimates The most critical assumptions used by man- agement in making business decisions is the long-term activity level in the energy mar- ket, and the related market developments together with the applied weighted average cost of capital (WACC) in discounted cash flow (DCF) models. In addition, significant judge - ment is applied when recognising revenues from contracts with customers, recognising deferred tax assets and when calculating leas- ing liabilities. The management considers the below areas to be the areas where the most significant estimates are present. Incentives payments and total contract cost in contracts with customers. See note 4 Revenue from contracts with customers Allocation of fair value in business combina- tion transactions See note 6 Business com- binations Impairment testing of goodwill. See note 12 Goodwill Recognition of leasing liabilities and right of use assets. See note 15 Leasing Valuation of deferred tax assets. See note 20 Income tax expense Significant judgements Due to the group’s business activities, man- agement must apply judgement in deter- mining the appropriate accounting policies in many areas, and for some the application of the group’s accounting may have a mate- rial impact on the accounting treatment in the financial statements. Significant judgement includes areas such as: Purchase Price Allocation related to busi- ness combinations, see note 6 Business combination Recognition of options in leasing contracts, see note 15 Leasing Decomposition of warrants in issued debt financing, see note 19 Financial instruments Fair value measurement Moreld measures certain assets and liabili- ties at fair value for recognition or disclosure. Recurring fair value measurement is mainly used for financial instruments, while non-re - curring measurement is used for transactions like business combinations and divestments. Fair value is estimated using inputs that vary in observability, with level 1 valuations based on quoted prices, level 2 on observable prices, and level 3 on judgmental assumptions. See note 19 Financial instruments for further details. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 86Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 04 Revenue from contracts with customers Accounting principles The group accounts for revenue in accordance with IFRS 15 and applies the five-step method to all revenue streams. Revenue from contracts with customers is rec- ognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the group expects to be entitled in exchange for those goods or services. The group has gen - erally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transfer- ring them to the customer. The group operates on both fixed price- and cost-plus construction contracts. The con - tracts are for construction of assets with no alternative use and the group has enforcea- ble rights to payment for performance com- pleted to date. Contract revenue is normally in accordance with the customer agreement. Variable considerations and financial penal- ties for delays can impact on the transaction price. Revenues from construction contracts are recognised over time, measuring progress using an input method. Revenue is recognised based on the group’s efforts of inputs to the satisfaction of a performance obligation (for example, resources consumed, labour hours expended, cost incurred or time elapsed) rel- ative to the total expected inputs to the satis- faction of that performance obligation. If the group’s efforts or inputs are expended evenly throughout the performance period, it may be appropriate for the entity to recognise rev- enue on a straight-line-basis. If the group can reasonably measure its progress towards com- plete satisfaction of the performance obli- gation, the group recognises revenue for a performance obligation satisfied over time. The directors consider that this input method is an appropriate measure of the progress towards complete satisfaction of these perfor- mance obligations under IFRS 15. A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the group performs by trans- ferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is condi- tional. A contract liability is the obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised when the pay- ment is made. Contract liabilities are recognised as revenue when the group fulfils the perfor- mance obligation(s) under the contract. Significant estimates It can be challenging to estimate the expected revenue and cost in the group’s customer con- tracts, in particular if there are operational challenges. Incentive payments are integral and signifi- cant parts of contract revenue on certain reim- bursable contracts. They can also be present in lump sum contracts. Incentive payments include key performance indicators, bonuses, target sum mechanisms and productivity measures and can potentially both increase and decrease revenue. Most incentives are estimated using the most likely amount. Rev- enue from variable consideration is included only when it is highly probable that the reve- nue will not be reversed. There is a risk that the actual payment of incentives may differ from the estimated amount. Liquidated Damages (LDs) are penalties for not achieving defined milestones on time. If a project does not meet the defined milestone in a contract, a provision reducing the transac- tion price is made unless it is highly probable that LDs will not be imposed. The estimated LD provision is highly judgmental. The assess- ment of the LD provision is based on experi- ence from similar LD situations in addition to client relationship, contractual position, and status on negotiations. The estimates of total contract cost can be judgmental and sensitive to changes. The cost estimates can significantly impact reve- nue recognition for contracts using cost pro- gress, particularly in lump sum construction contracts. The forecasting of total project cost depends on the ability to properly execute the engineering and design phase, availability of skilled resources, manufacturing capacity, pro- ductivity and quality factors, performance of subcontractors and sometimes also weather conditions. Experience, systematic use of the project execution model and focus on core competencies reduce, but do not eliminate, the risk that cost estimates may change signif- icantly. The assessment of whether the group operates as the principal or the agent in cus- tomer contracts requires management to use judgement. Management evaluates each con- tract to determine whether the entity is acting as a principal or an agent. This involves ana- lysing the terms of the contract, the nature of the goods or services, and the entity's role in the transaction. The judgement applied in this assessment is based on the specific facts and circumstances of each contract and is contin- uously reviewed to ensure accurate financial reporting. The group has generally concluded that it is the principal in its revenue arrange- ments, because it typically controls the goods or services before transferring them to the customer. The customers of the group are mostly large E&P companies, with high creditworthiness and solid balance sheets. The group has his- torically not had any significant credit losses on their customer contracts. Construction projects in progress at the end of the reporting period Amounts in NOK thousand 31.12.2024 31.12.2023 Construction costs incurred 23 642 903 11 170 002 Plus, recognised profits 3 901 781 1 515 850 (Less) recognised losses to date - - Revenues on ongoing construction contracts 27 544 684 12 685 852 (Less): progress billings (27 851 346) (12 524 999) Amounts due from (to) customers under construction contracts (306 662) 160 854 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 87Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Recognised and included in the consolidated financial statements as amounts due Amounts in NOK thousand 31.12.2024 31.12.2023 Contract assets: Amounts due from customers 498 691 274 002 Contract liabilities: Amounts due to customers (805 354) (113 149) Amounts due from (to) customers under construction contracts (306 662) 160 854 Remaining production on loss making construction contracts Amounts in NOK thousand 31.12.2024 31.12.2023 Loss making construction contracts - - Total remaining production on loss making contracts - - Revenues per area of operation in 2024 Amounts in NOK thousand Moreld Apply Ocean Installer Global Maritime Other Total Oil & gas 3 404 239 2 481 270 504 631 - 6 390 139 Renewables & green energy solutions 15 798 - 344 502 - 360 300 Onshore industry 261 822 - 10 662 - 272 484 Other 91 585 - 8 597 1 483 101 665 Total 3 773 444 2 481 270 868 392 1 483 7 124 588 Revenues per area of operation in 2023 Amounts in NOK thousand Moreld Apply Ocean Installer Global Maritime Other Total Oil & gas - - - - - Renewables & green energy solutions - - - - - Onshore industry - - - - - Other - - - 1 070 1 070 Total - - - 1 070 1 070 Revenues per geographic market Amounts in NOK thousand 2024 2023 Norway 5 755 413 1 070 Europe, excl. Norway 302 482 - Asia and Australia, incl. Middle East 253 366 - Africa 726 226 - Americas 62 863 - Other countries 24 238 - Total 7 124 588 1 070 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 88Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Timing of revenue recognition Amounts in NOK thousand 2024 2023 Goods and services transferred at a point in time 72 893 - Services transferred over time 7 051 695 1 070 Total 7 124 588 1 070 Contract balances Amounts in NOK thousand 2024 2023 Trade receivables 1 110 561 558 809 Contract assets 498 691 274 002 Contract liabilities 805 354 113 149 Trade receivables, contract assets and con- tract liabilities are significantly impacted by the acquisition of Ocean Installer in 2024, see note 6 Business combinations. A signifi- cant amount of the contracts in the group has invoicing based on milestones. In such con- tracts, the level of contract assets and con - tract liabilities can vary significantly based on the timing of these milestones’ payments. The group aims at having a frontloaded payment schedule where milestone payments from the customer falls due prior to the groups own lia- bilities. Note 05 Operating segments Accounting principles Operating segments are identified based on the group’s internal management and report- ing structure. The group’s chief operating deci- sion maker (CODM), who is responsible for the allocation of resources and assessment of per- formance in the different operating segments, is defined as the group CEO. The main performance indicator for segment reporting is EBITDA excl. IFRS 16. See Alterna- tive Performance Measures for the definition of EBITDA excl. IFRS 16. Because Moreld man- ages long-term debt and taxes on a group basis, profit before tax and profit of the year is presented only for the group. Recognition and measurement applied to segment reporting are consistent with the accounting principles applied when prepar- ing the financial statements. Transfer prices between operating segments are on an arm’s- length basis in a manner similar to trans- actions with third parties. Inter-segment revenues are eliminated upon consolidation and reflected in the adjustments and elimina- tions column. Moreld Apply Moreld Apply focuses primarily on offshore and onshore projects, delivering services from concept development through to project com- pletion. The company has a strong presence on the Norwegian Continental Shelf (NCS), where its largest activity lies in maintenance and modification of existing assets, ensuring operational efficiency and safety across a vari - ety of offshore installations. Ocean Installer Ocean Installer specialises in subsea con- struction and inspection services, with key operations on the NCS, Western Europe, Med- iterranean, and West Africa. The company plays a pivotal role in supporting operators as they develop existing fields and tie in new resources, contributing to the ongoing growth of the subsea sector. Global Maritime Global Maritime provides a wide array of engi- neering solutions within the marine and off- shore sectors, particularly in renewables and oil & gas. The company is particularly active in marine operations, marine warranty services, and geosciences, offering expertise to ensure the safe, efficient, and sustainable develop - ment of projects across the North Sea and Mediterranean regions. All reporting segments delivered to one sep- arate major customer which represented 52 per cent of total revenues in 2024. Moreld has long-term contracts with this customer, which is a large international oil company. In addition, Moreld Apply and Ocean Installer delivered to another major international oil company which represented 12 per cent of total reve- nues in 2024. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 89Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Segment reporting for the year ended 31 December 2024 Amounts in NOK thousand Moreld Apply Ocean Installer Global Maritime Total segments Adjustments and eliminations1) Consolidated Revenue External customers 3 783 714 2 481 270 869 913 7 134 896 1 482 7 136 379 Inter-segment 18 302 - 11 495 29 797 (29 797) - Total revenue and other operating income 3 802 016 2 481 270 881 408 7 164 693 (28 315) 7 136 379 Cost of sales (1 919 958) (876 354) (307 984) (3 104 296) 18 395 (3 085 902) Salaries and personnel expenses 1 335 843 (320 098) (414 241) (2 070 183) (41 135) (2 111 317) Other operating expenses (193 472) (116 566) (80 907) (390 945) (24 952) (415 898) EBITDA 352 743 1 168 250 78 276 1 599 269 (76 007) 1 523 262 Lease cost (69 756) (810 844) (13 420) (894 020) - (894 020) EBITDA excl. IFRS 16 lease cost 282 987 357 406 64 856 705 249 (76 077) 629 243 Depreciation and amortisation (80 584) (763 467) (15 789) (859 840) (208 854) (1 068 694) Share of results of associates (7 920) - - (7 920) - (7 920) Segment profit 264 239 404 783 62 487 731 509 (284 861) 446 648 Total assets 1 882 639 3 695 255 385 174 5 963 068 1 224 840 7 187 909 Total liabilities 1 317 304 3 302 559 216 247 4 836 110 1 653 867 6 489 976 Other disclosures Investment in associates - - - - - - Capital expenditure 43 220 15 955 4 335 63 510 235 867 299 377 1) Adjustments and eliminations include corporate functions and effects from business combinations. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 90Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Segment reporting for the year ended 31 December 2023 Amounts in NOK thousand Moreld Apply Global Maritime Ross Offshore2) Total segments Adjustments and eliminations1) Consolidated Revenue External customers - - - - - - Inter-segment - - - - 1 070 1 070 Total revenue and other operating income - - - - 1 070 1 070 Cost of sales - - - - - - Salaries and personnel expenses - - - - (10 907) (10 907) Other operating expenses - - - - (17 019) (17 019) EBITDA - - - - (26 856) (26 856) Lease cost - - - - - - EBITDA excl. IFRS 16 lease cost - - - - (26 856) (26 856) Depreciation and amortisation - - - - - - Share of results of associates - - - - - - Segment operating result (EBIT) - - - - (26 856) (26 856) Total assets 1 346 266 231 899 150 493 1 728 659 741 062 2 469 721 Total liabilities 1 241 406 145 546 158 227 1 545 178 921 263 2 466 440 Other disclosures Investment in associates - - - - - - Capital expenditure - - - - 793 323 793 323 1) Adjustments and eliminations include corporate functions and effects from business combinations. 2) Ross Offshore was reported as a separate segment until it was divested in June 2024, see note 7 Discontinued operations Reconciliation of segment operating result to net profit Amounts in NOK thousand 2024 2023 Segment operating result (EBIT) 446 648 (26 856) Net financial expenses (1 392 244) 4 355 Net profit / (-loss) before tax (945 596) (22 501) Income tax expense 70 607 640 Net profit / (-loss) for the period after tax before discontinued operations (874 989) (21 861) Estimated future revenue recognition from current performance obligations at 31 December 2024 Amounts in NOK thousand Order backlog 31.12.2024 2025 2026 and later Apply 4 945 167 3 473 000 1 472 167 Ocean Installer 4 459 770 3 107 605 1 352 165 Global Maritime 535 673 425 879 109 795 Moreld Group 9 940 610 7 006 484 2 934 126 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 91Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 06 Business combinations Accounting principles Business combinations are accounted for using the acquisition method in accordance with IFRS 3. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling inter- ests in the acquiree. For each business combi- nation, the group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acqui- sition-related costs are expensed as incurred and included in other operating expenses. The group determines that it has acquired a busi- ness when the acquired set of activities and assets include an input and a substantive pro- cess that together significantly contribute to the ability to create outputs. The acquired assets and liabilities are accounted for at fair value in the group consolidated statement of financial position. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Significant estimates The purchase price allocation includes allo- cation of the purchase price to the underly- ing assets and liabilities on their estimated fair value. There is an inherent uncertainty related to management’s assessment of sig- nificant assumptions such as cash flow esti- mates, which for oil and gas projects are highly dependent on the oil price, the discount rate (WACC), and the general investment activity in the oil and gas business. These estimates impact the split of the fair value which is allo- cated to intangible assets and goodwill. For oil price assumptions and forecasts of the investment activity in the oil and gas business, management relies on analysis conducted by industry professionals. For calculation of the discount rate, management utilises a WACC based on market indicators exter- nally observed to utilise an unbiased WACC. The cost of debt is calculated based on mar- ket risk-free rate with a market-based mar- gin; dependent on relevant country where the investment is taking place. The cost of equity is based on the risk-free rate and market risk premium for respective region and adjusted with an equity beta derived from a listed peer group to the relevant investment. The equity beta is based on the unlevered beta from the peer group, and re-levered to reflect the lever- age ratio utilised for the relevant investment. The WACC is always updated to reflect the rel- evant period when it is being used as an input. Significant judgements Significant management judgement is required in the assessment of a business combination. This includes determining if an acquisition is a business combination or a asset acquisition, determining the acquir- ing part and determining the allocation of fair value of assets and liabilities acquired. A spe- cific assessment is made for each acquisition to decide whether it is a business combina- tion or an asset acquisition. If an acquisition is regarded as a business combination IFRS 3 Business combinations will be applied. The purchase price allocation is by nature judg- mental as it includes allocation of the pur- chase price to the underlying assets and liabilities on their underlying estimated fair value. Significant management judgement is applied about valuation method, estimates and assumptions. Acquisition of Apply, Global Maritime and Ross Offshore (formation of the Moreld Group) On 21 December 2023, the group through its wholly owned subsidiary Moreld Group AS acquired 100 per cent of the shares in More Holdco Apply AS, Global Maritime Group AS and Ross Offshore AS including subsidiar- ies from M Industri AS (ultimately owned by a fund controlled by HitecVision), and together the three groups formed the Moreld Group. The rationale for the transaction was to cre- ate a leading multi-disciplinary engineering powerhouse providing blue-chip customers with services across the offshore energy and marine industries. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 92Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Purchase price allocation Amounts in NOK thousand Apply Global Maritime Ross Offshore Total Acquisition date 21.12.2023 21.12.2023 21.12.2023 Shareholding acquired through the acquisition 100% 100% 100% Consideration Cash 815 221 110 863 38 484 964 568 Total acquisition cost 815 221 110 863 38 484 964 568 Book value of net assets (see table below) 104 950 86 354 (7 734) 183 570 Identification of excess value, attributable to Intangible assets 253 620 16 461 - 270 081 Right of use assets 13 225 - - 13 225 Lease liabilities 34 054 - - 34 054 Gross excess value 300 899 16 461 - 317 360 Deferred tax on excess value (66 198) (3 621) - (69 819) Net excess value 234 701 12 840 - 247 541 Fair value of net acquired assets 339 651 99 194 (7 734) 431 111 Total acquisition cost 815 221 110 863 38 484 964 568 Fair value of net acquired assets excluding goodwill 339 651 99 194 (7 734) 431 111 Fair value of non-controlling interest (15 339) - - (15 339) Goodwill 490 909 11 669 46 218 548 796 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 93Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Book value of net assets acquired Amounts in NOK thousand Apply Global Maritime Ross Offshore Total Property, plant and equipment 43 854 2 724 - 46 578 Intangible assets 52 619 11 217 1 022 64 858 Right of use assets 341 041 15 881 4 503 361 425 Other non-current assets 43 496 4 749 2 127 50 372 Inventory 12 620 - - 12 620 Trade and other receivables 343 391 99 519 122 300 565 210 Contract assets 213 852 51 304 8 846 274 002 Other current assets 152 860 24 946 4 620 182 426 Cash and cash equivalents 142 611 21 559 7 075 171 245 Acquired assets 1 346 344 231 899 150 493 1 728 736 Lease liabilities (398 849) (17 470) (4 653) (420 972) Other non-current liabilities (5 386) (6 280) (188) (11 854) Trade and other payables (275 569) (29 594) (92 114) (397 277) Contract liabilities (97 653) (13 575) (1 920) (113 148) Other current liabilities (463 937) (78 626) (59 352) (601 915) Net asset value acquired assets 104 950 86 354 (7 734) 183 570 Net cashflow from the acquisition Amounts in NOK thousand Apply Global Maritime Ross Offshore Total Total acquisition cost 815 221 110 863 38 484 964 568 Cash in acquired company 142 611 21 559 7 075 171 245 Net cash outflow of acquisition 672 610 89 304 31 409 793 323 Financial figures after the acquisition Amounts in NOK thousand Apply Global Maritime Ross Offshore Acquisition date 21.12.2023 21.12.2023 21.12.2023 Gross revenue from acquisition date until 31.12.231) - - - Profit or loss total from acquisition date until 31.12.231) - - - 1) The acquisition of Apply, Global Maritime and Ross Offshore closed on 21 December 2023. As the remaining 10 days of 2023 included 4 weekends and 3 public holidays, and activity level through Christmas week is at a minimum, no revenues or cost were included from the acquired companies in 2023. Proforma figures if the acquisition had been completed on 1 January 2023 Amounts in NOK thousand Apply Global Maritime Ross Offshore Moreld Group reported Pro-forma group figures Total revenue 3 343 693 599 312 847 739 1 070 4 791 814 Total profit or loss 145 482 12 189 23 433 (21 861) 159 243 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 94Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Qualitative description of the goodwill recognised Apply, Global Maritime and Ross Offshore mainly sells hours and knowledge to their cus- tomers. The group consists of 2 500 employ- ees which possess great knowledge of the segments they operate in. In addition, the formation of the Moreld Group has created a leading multi-disciplinary engineering pow- erhouse that can provide customers with ser- vices across the offshore energy and marine industries, which makes the three groups stronger together than as standalone entities. None of the recognised goodwill is expected to be deductible for income tax purposes. Acquisition of Ocean Installer On 28 June 2024, the group through its sub- sidiary Moreld Group AS acquired 100 per cent of the shares in Ocean Installer Holding AS from a fund managed by HitecVision. NOK 1 069 million was paid at closing, while NOK 46 million was paid as deferred consideration in December 2024. Ocean Installer is a leading marine construc- tion company that specialises in providing installation services, as well as inspection, maintenance, and repair of offshore sub- sea infrastructure. The acquisition of Ocean Installer expands Moreld’s service range into subsea engineering and construction services, creating an engineering and project execution powerhouse that can offer a wide range of ser- vices offshore. Purchase Price Allocation Amounts in NOK thousand Ocean Installer Acquisition date 28.06.2024 Shareholding acquired through the acquisition 100% Consideration Cash 1 115 057 Total acquisition cost 1 115 057 Book value of net assets (see table below) 67 613 Identification of excess value, attributable to Intangible assets 266 718 Right of use assets 406 381 Lease liability 83 201 Gross excess value 756 300 Deferred tax on excess value (166 386) Net excess value 589 914 Total acquisition cost 1 115 057 Fair value of net acquired assets excluding goodwill 657 528 Goodwill 457 530 Qualitative description of the goodwill recognised Ocean Installer provides full marine project solutions to their customers. The group con- sists of 315 employees which possess great knowledge of the segments they operate in. In addition, the acquisition of Ocean Installer helps broaden and strengthen the Moreld Group and helps create a leading multi-dis- ciplinary engineering powerhouse that can provide customers with services across the offshore energy and marine industries. None of the recognised goodwill is expected to be deductible for income tax purposes. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 95Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Book value of net assets acquired Amounts in NOK thousand Ocean Installer Property, plant and equipment 168 766 Intangible assets 1 963 Right of use assets 1 542 700 Inventory 24 397 Trade and other receivables 518 062 Contract assets 400 518 Other current assets 37 114 Cash and cash equivalents 633 500 Acquired assets 3 327 020 Lease liabilities (1 775 164) Other non-current liabilities (1 797) Trade and other payables (302 123) Contract liabilities (563 546) Other current liabilities (616 777) Net asset value acquired assets 67 613 Net cashflow from the acquisition Amounts in NOK thousand Ocean Installer Cash consideration 1 115 057 Cash in acquired company 633 500 Net cash outflow of acquisition 481 557 Proforma figures if the acquisition had been completed on 1 January 2024 Amounts in NOK thousand Ocean Installer H1 2024 Moreld Group reported 2024 Pro-forma adjustments H1 2024 Pro-forma group figures 2024 Revenue and income 2 026 709 7 136 379 (221) 9 162 867 EBITDA 798 845 1 523 262 - 2 322 107 EBITDA excl. IFRS 16 372 365 629 313 - 1 001 678 Net profit / (-loss) before tax from continuing operations 390 890 (945 596) (248 417) (803 123) Profit of the year 260 992 (702 989) (210 588) (652 585) The table above shows proforma figures as if the acquisition of Ocean Installer had been completed on 1 January 2024. The proforma adjustment related to revenue is the elimina- tion of transactions between Ocean Installer and the Moreld Group, amounting to NOK 0.2 million in the first half of the year. The pro- forma adjustment related to profit or loss is the amortisation (after tax) of the excess val- ues identified as part of the acquisition and the remeasurement of lease agreements at the acquisition date, including any excess val- ues related to the vessel day rates in the lease agreements. In addition, the proforma adjust- ments impacting the loss include a proforma interest expense calculated as if the money to acquire Ocean Installer was borrowed on 1 January 2024. The total proforma adjustments impacting the loss amount to NOK 211 million. Ocean Installer was acquired 28 June 2024 and is included in the consolidated accounts from this time. The revenue and profit after the acquisition date is therefore according to the segment information in note 5 Operating Segments. Acquisition of Moreld Aqua AS Moreld Group AS signed an agreement on 7 February 2024, to purchase 100 per cent of the shares in the Norwegian company Moreld Aqua AS. The acquisition was completed the same day. Moreld Aqua is a private-owned Norwegian company with 1 employee. It’s headquartered in Stavanger, Norway. Moreld Aqua is developing solutions for offshore salmon farming. The purchase price was NOK 4.7 million, of which NOK 3 million was paid in the fourth quarter of 2024 and the rest was paid in the first quarter of 2025. Acquisition of Global Maritime Iberia Global Maritime Holding Ltd, a wholly owned subsidiary of Moreld AS, acquired 100 per cent of the shares in Global Maritime Iberia S.L.U (GM Iberia) on 29 July 2024. GM Ibera is a spe- cialist engineering and maritime consultancy company, primarily focusing on the offshore wind industry and monopile design. The pur- chase price was 0.25 million EUR, which was paid at closing. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 96Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 07 Discontinued operations Divestment of Ross Offshore On 17 June 2024, Moreld Group AS, sold 100 per cent of the shares in Ross Offshore AS to ABL Group. The consideration received was NOK 101.4 mil- lion, and the transaction gave a gain of NOK 62.3 million. Ross Offshore is presented as discontinued operations in the consolidated statement of profit and loss. The net profit after tax from discontinued operations is NOK 4.5 million and relates to the net profit in the owner period up to and including June. Inter- company transactions between the Moreld Group and the disposed business have been eliminated in continuing operations. There is no expected tax expense related to sale of the shareholding. Result of the discontinued operations Amounts in NOK thousand 01.01. - 17.06 Revenue 361 559 Expenses (355 773) Profit before tax 5 786 Attributable tax expense (1 260) Profit from operating activities after tax 4 526 Gain on sale of discontinued operations, net of transaction cost 56 798 Profit (loss) from discontinued operations, net of tax 61 324 Cashflows from (used in) discontinued operations Amounts in NOK thousand 01.01. - 17.06 Net cash from operating activities 36 804 Net cash used in investing activities (16 495) Net cash used in financing activities (1 045) Net cash flow for the year 19 264 Effect of disposal on the financial position of the group Amounts in NOK thousand At disposal Goodwill 46 218 Property, plant and equipment 788 Right of use assets 3 460 Other non-current assets 1 863 Trade and other receivables 121 558 Cash and cash equivalents 42 817 Trade and other payables (109 423) Other liabilities (64 580) Net assets and liabilities 42 701 Net cashflow from the divestment Amounts in NOK thousand 2024 Fair value of consideration received 101 354 Cash in Ross Offshore at time of divestment (42 817) Net cash inflow, discontinued operations 58 537 Earnings per share from divestment of Ross Offshore Amounts in NOK 2024 Basic earnings per share, profit (loss) from Ross Offshore 0.35 Divestment of Capnor On 29 October 2024, the group, through its wholly owned subsidiary Apply AS divested its 67 per cent ownership interests in Capnor AS (Capnor) to Hawk Infinity Software AS. The transaction is in line with Moreld’s strategy to optimise its portfolio and capital allocation. Cap- nor is presented as discontinued operations in the consolidated statement of profit and loss as it was recognised as a separate cash-generating unit under the Moreld Apply-segment. The net profit after tax from discontinued operations is NOK 25.1 million on 100 per cent basis and relates to the net profit in the owner period up to and including October. Intercom- pany transactions between the Moreld Group and the disposed business have been elim- inated in continuing operations. There is no expected tax expense related to sale of the shareholding. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 97Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Result of the discontinued operations (100 per cent basis) Amounts in NOK thousand 01.01. - 29.10 Revenue 128 322 Expenses (96 663) Profit before tax 31 659 Attributable tax expense (6 511) Profit from operating activities after tax 25 148 Gain on sale of discontinued operations, net of transaction cost 85 528 Profit (loss) from discontinued operations, net of tax 110 676 Cashflows from (used in) discontinued operations Amounts in NOK thousand 01.01. - 29.10 Net cash from operating activities 21 463 Net cash used in investing activities (2 501) Net cash used in financing activities (15 368) Net cash flow for the year 3 594 Effect of disposal on the financial position of the group Amounts in NOK thousand At disposal Goodwill 76 599 Intangible assets 31 611 Property, plant and equipment 4 544 Other non-current assets 3 255 Trade and other receivables 36 995 Cash and cash equivalents 15 627 Trade and other payables (2 490) Other liabilities (26 624) Net assets and liabilities 139 516 Net cashflow from the divestment Amounts in NOK thousand 2024 Fair value of consideration received 215 520 Cash in Capnor at time of divestment (15 627) Net cash inflow, discontinued operations 199 893 Earnings per share from divestment of Capnor Amounts in NOK 2024 Basic earnings per share, profit (loss) from Capnor 0.63 Note 08 Cost of goods sold Amounts in NOK thousand 2024 2023 Cost of goods sold 2 415 363 - Cost of consultancy and engineering 670 538 - Total 3 085 901 - Note 09 Employee benefit expense Amounts in NOK thousand 2024 2023 Salaries and wages (excl. bonuses) 1 654 161 1 483 Bonuses 53 956 8 226 Social security tax 255 482 1 200 Pension costs 95 161 - Other benefits 52 558 (3) Total personnel expenses 2 111 317 10 907 Average number of full-time equivalents during the year 2 013 5 Amounts in NOK thousand 2024 2023 Salaries and personal expense included in cost of sales - - Salaries and personal expense included in R&D 11 171 - Total 11 171 - Pension The group has an established pension scheme that is classified as a defined contribution plan. The pension scheme is in line with the require- ments of the law. Contributions to the defined contribution scheme are recognised in the consolidated statement of profit or loss in the period in which the contribution amounts are earned by the employees. The defined contri- bution plan does not commit the group beyond the amounts contributed. The group's non-Nor- wegian subsidiaries have separate defined con- tribution plans for their employees which are adapted to national rules and regulations. In addition, the Abu Dhabi operations of Global Maritime is required to offer a defined benefit plan as per rules provided by the UAE labour laws. The company books provision every year for this liability based on the enti- tlement at the end of each year. An actuarial valuation of the defined benefit plan is carried out and provision is made in the accounts as per the recommendations made by the actu- ary. A total of 35 (2023: 26) employees was part of the defined benefit plan at the end of 2024, and the total pension liability amounted to NOK 7.5 million (2023: NOK 7.1 million). Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 98Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Remuneration of executive group management The remuneration of the executive group management is based on a fixed salary, includ- ing personal benefits such as free telephone and health insurance, a variable group per- formance bonus scheme and pension bene- fits. The executive group management is also part of the management incentive program described in note 10 Share-based payments. The payout from the group performance bonus scheme is based on the financial per- formance of the group and the individual’s achievement of their personal targets. It is the board of directors that authorises the guide- lines for the remuneration of the executive group management each year. Remuneration of executive group management in 2024 Amounts in NOK thousand Geir Austigard (CEO) Trond Rosnes (CFO) Kevin Murphy 1) (CEO Ocean Installer) Karsten Gudmundset (CEO Moreld Apply) Johnny Logan (CEO Global Maritime) Total Salary 5 189 4 258 2 363 4 512 3 059 19 380 Bonus 7 086 2 197 12 075 4 322 4 486 30 166 Pension cost - - 80 - - 80 Other benefits 32 30 22 15 - 100 Total benefits 12 306 6 486 14 540 8 849 7 545 49 726 1) Kevin Murphy has only been part of the executive group management team since Ocean Installer was acquired on 28 June 2024. Bonuses paid in 2024 includes stay-on bonuses that were initiated as part of the for- mation of Moreld. These bonuses were put in place to incentivise management as part of the establishment of the new group and make sure that the group had continuity among key management personnel. The bonuses have been fully earned and paid in 2024. Remuneration of executive group management in 2023 Amounts in NOK thousand Geir Austigard (CEO) Total Salary 386 386 Bonus 5 044 5 044 Total benefits 5 430 5 430 Ownership interest for the executive group management Executive Holding company Ownership interest 31.12.2024 Geir Austigard (CEO) Oddakilen AS and L-Coaching AS 2.67% Trond Rosnes (CFO) Sesna Invest AS 1.35% Kevin Murphy (CEO Ocean Installer) Down Under Holding AS 1.50% Karsten Gudmundset (CEO Moreld Apply) Solana Invest AS 0.52% Johnny Logan (CEO Global Maritime) N/A 0.16% Total 6.20% Remuneration of the board of directors in 2024 Amounts in NOK thousand Board remuneration Total reportable benefits Julian McIntyre (chair) 544 544 Mark Dickinson (director) 555 555 Venkat Siva (director) 544 544 Neil Hartley (director) 555 555 Ole Slorer (director) 544 544 Trond Rosnes (director) 410 410 Total 3 154 3 154 Ownership interest for the board of directors Director Holding company Ownership interest 31.12.2024 Julian McIntyre Allard 2 Ltd 28.03% Venkat Siva Annapurna Worldwide Services Pte Ltd 4.64% Mark Dickinson and Neil Hartley Velocity Partners 3.51% Trond Rosnes Sesna Invest AS 1.35% Ole Slorer n.a. 0.20% Total 37.73% As the group was formed on 21 December 2023, no remuneration was paid in 2023. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 99Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 10 Share-based payments Accounting principles Moreld has in 2024 initiated a management incentive program (MIP) for members of the management. The MIP is based on partic- ipants in the program acquiring shares in Moreld AS. These shares are subject to the specific terms of the MIP, including, but not limited to, lock-up schedules. The purchase price for the shares acquired by the MIP Investors, was partly settled by cash payment from the participants and partly by a loan to the participants, equalling 90 per cent of the participants' purchase price for the shares. The loan accrues interest at mar- ket-rates. The MIP includes customary provi- sions such as a call option for the benefit of the company if the relevant participant is no longer employed in Moreld, lock-up provisions, non-compete, and non-solicitation provisions. The loan given under the MIP has been con- sidered an arrangement under IFRS 2 and the cost associated with the program has been accounted for as a salary expense. For 2024, NOK 0.1 million has been expensed related to the program. Note 11 Other operating expenses Amounts in NOK thousand 2024 2023 Premises expenses 40 947 - Consultancy fees and external personnel 118 806 17 019 Repair and maintenance costs 361 - Rental and leasing costs 4 425 - Auditor remuneration 15 067 - IT expenses 93 136 - Bad debts 1 981 - Travel cost 65 617 - Insurance cost 18 823 - Other operating expenses 56 735 - Total other operating expenses 415 898 17 019 Auditor remuneration (excluding VAT) and excluding discontinued operations Amounts in NOK thousand 2024 2023 Remuneration to appointed audit firm for the group 4 290 - Remuneration to other audit firms 10 777 - Total auditor remuneration 15 067 - Auditor remuneration to appointed audit firm for the group Amounts in NOK thousand 2024 2023 Audit fee 1 750 - Audit related fee, incl. attestation services 1 938 - Tax services 489 Other non-audit related assistance 114 Total auditor remuneration 4 290 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 100Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 12 Goodwill Accounting principles Goodwill is initially measured at cost, being the excess of the aggregate of the considera- tion transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, from the acqui- sition date, allocated to each of the group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Goodwill is tested in December each year towards for impairment or whenever there is an indication that the goodwill may be impaired. An impairment loss is recognised when the recoverable amount is below the carrying amount. The recoverable amount is the higher of fair value less cost of disposal and value in use. The value in use calculation is based on discounted cash flow model (DCF). Any impairment is recognised in the income statement. Significant estimates The group uses the value in use method, determined by discounted cash flow, to calcu- late recoverable amounts for cash flow-gen- erating units. Expected cash flow is based on budgets and long-term plans approved by Moreld’s executive management and board, covering a three-year period. After three years, cash flows are extrapolated, assuming the entity is in a steady state. The group uses anticipated cash flows and discount rates after tax, which would not differ significantly if cal- culated before tax. Impairment testing is based on several signifi- cant estimates, including: Discount rate The discount rate is calculated based on the weighted average cost of capital (WACC). The management utilises a WACC based on mar- ket indicators externally observed to utilise an unbiased WACC. The cost of debt is cal- culated based on market risk-free rate with a market-based margin; dependent on relevant country where the investment is taking place. The cost of equity is based on the risk-free rate and market risk premium for respective region and adjusted with an equity beta derived from a listed peer group to the relevant investment. The equity beta is based on the unlevered beta from the peer group, and re-levered to reflect the leverage ratio utilised for the rele- vant investment. The WACC is always updated to reflect the relevant period when it is being used as an input. EBITDA excl. IFRS 16-margin The EBITDA excl. IFRS 16-margin (EBITDA-mar- gin) is forecasted for each cash flow-generat- ing unit based on future expectations. For the three-year forecast period, the EBITDA-margin is based on assumptions in the long-term plan which again is based on detailed bottom-up analyses. For the period after the forecast period, the EBITDA-margin is based on histor- ical averages as they are considered to be a good representation of future performance. Nominal growth rate The growth rate following the end of the fore- cast period is based on management’s expec- tations of market trends. Stable growth rates are used to extrapolate cash flows beyond three years, not exceeding the industry’s expected long-term growth rate. Inflation The inflation rate is based on the long-term inflation target used by the central bank of Norway. Main assumptions used for impairment testing in 2024 Moreld Apply Global Maritime Ocean Installer Discount rate after tax 10.4% 10.4% 10.4% EBITDA-margin 8.2% 8.3% 13.9% Long-term nominal growth rate 2.0% 2.0% 2.0% Inflation 2.0% 2.0% 2.0% In connection with impairment tests of good- will, sensitivity analyses are carried out for each individual cash generating unit. The cash generating units will not be in an impairment situation even if there are large changes in the key assumptions, and these changes are con- sidered to be outside the reasonable outcome. No impairment of goodwill has been recog- nised in 2024. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 101Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Amounts in NOK thousand Moreld Apply Global Maritime Ross Offshore Ocean Installer Total Acquisition cost at 25 October 2023 - - - - - Additions from business combinations in the year 490 909 11 669 46 218 - 548 796 Acquisition cost at 31 December 2023 490 909 11 669 46 218 - 548 796 Additions from business combinations in the year - 1 668 - 457 530 459 198 Disposal in the year (76 644) - (46 218) - (122 862) Acquisition cost at 31 December 2024 414 265 13 337 - 457 530 885 132 Accumulated amortisation at 25 October 2023 - - - - - Disposal in the year - - - - - Impairment loss - - - - - Accumulated amortisation at 31 December 2023 - - - - - Disposal in the year - - - - - Impairment loss - - - - - Accumulated amortisation at 31 December 2024 - - - - - Net carrying amount at 25 October 2023 - - - - - Net carrying amount at 31 December 2023 490 909 11 669 46 218 - 548 796 Net carrying amount at 31 December 2024 414 265 13 337 - 457 530 885 132 Note 13 Intangible assets Accounting principles Intangible assets are recognised in accord- ance with the cost method of IAS 38. Intangi- ble assets that have been acquired separately are carried at cost. The costs of intangible assets acquired through an acquisition are rec- ognised at their fair value as identified through the purchase price allocations, see note 6 Business combinations. Capitalised intangible assets are recognised at cost less any amorti- sation and impairment losses. Internally gen- erated intangible assets, excluding capitalised development costs, are not capitalised but are expensed as incurred. Intangible assets with a definite economic life are amortised over their economic life and tested for impairment if there are any indications. Intangible assets with an indefinite economic life are tested for impairment at least once a year, either indi- vidually or as a part of a cash-generating unit. Amounts paid for patents and licenses are capitalised and amortised on a straight-line basis over the expected useful life. Expenses linked to the purchase of new soft- ware are capitalised as an intangible asset pro- vided these expenses do not form part of the hardware acquisition costs. Software is cap - italised if the arrangement fulfils the crite- ria in IAS 38 to be recognised as an intangible asset. For software that is hosted outside the entity’s own infrastructure (software-as-a-ser - vice), capitalisation is only done if the criteria in IAS 38 are fulfilled, and the group obtains control of the software. Software is depre - ciated on a straight-line basis over the esti- mated economic life. Costs incurred because of maintaining or upholding the future utility of software is expensed unless the changes in the software increase the future economic benefits from the software. Expenditure on research activities is recog- nised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all the following con- ditions have been demonstrated: The technical feasibility of completing the intangible asset will make it available for use or sale The intention is to complete the intangible asset and use or sell it The ability to use or sell the intangible asset The intangible asset will generate probable future economic benefits Adequate technical, financial and other resources to complete the development and to use or sell the intangible asset is available The expenditure attributable to the intan- gible asset during its development can be measured reliable The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition cri- teria listed above. Where no internally gen- erated intangible asset can be recognised, development expenditure is recognised in profit Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 102Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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or loss in the period in which it is incurred. After initial recognition, internally generated intangi- ble assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Amounts in NOK thousand Research and development Patents and licenses with definite useful lives Order backlog1) Total Acquisition cost at 25 October 2023 - - - - Additions from business combinations in the year 39 813 51 549 242 645 333 916 Acquisition cost at 31 December 2023 39 813 51 549 242 645 333 916 Additions from business combinations in the year - 4 963 266 718 271 681 Additions in the year 30 668 2 512 - 33 180 Disposal in the year (2 696) - - (2 696) Disposal in the year due to discontinued operations (39 902) (6 877) - (46 779) Net foreign currency exchange differences - 129 - 129 Acquisition cost at 31 December 2024 27 884 52 185 509 363 589 432 Accumulated amortisation at 25 October 2023 - - - - Amortisation expense - - - - Accumulated amortisation at 31 December 2023 - - - - Disposal in the year due to discontinued operations 6 714 6 421 - 13 135 Amortisation expense (16 096) (3 444) (102 422) (121 961) Disposal in the year 2 696 - - 2 696 Net foreign currency exchange differences 882 (777) - 104 Accumulated amortisation at 31 December 2024 (5 805) 2 200 (102 422) (106 026) Net carrying amount at 25 October 2023 - - - - Net carrying amount at 31 December 2023 39 813 51 459 242 645 333 916 Net carrying amount at 31 December 2024 22 079 54 385 406 941 483 405 Estimated useful life 2-5 years 3-10 years 2-5 years Depreciation method Linear Linear Linear 1) The value of the order backlogs as identified in the purchase price allocations. See note 6 Business combinations for further details. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 103Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 14 Property, plant and equipment Accounting principles Property, plant and equipment are valued at cost less any accumulated depreciation and any accumulated impairment losses. Subse- quent costs are included in the asset's carry- ing amount when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. General expendi- ture on repairs and maintenance is recognised as an expense when incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Property, plant and equipment are derecognised on dis- posal and when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal pro - ceeds, if any, and the carrying amount, and are included in the statement of profit and loss in the year of derecognition. The residual values, useful lives, and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospec- tively, if appropriate. Property, plant and equip- ment are tested for impairment whenever there is objective evidence or indication that these assets may be impaired. Amounts in NOK thousand Building and plants Machinery Equipment Total Acquisition cost at 25 October 2023 - - - - Additions from business combinations in the year 1 240 6 159 40 202 47 601 Acquisition cost at 31 December 2023 1 240 6 159 40 202 47 601 Additions from business combinations in the year - 160 680 8 122 168 802 Additions purchased property, plant and equipment 39 11 443 17 214 28 696 Disposals (526) 198 (13 969) (14 296) Disposals in the year due to discontinued operations (93) (14 161) (44 195) (58 450) Net foreign currency exchange differences - 191 174 365 Acquisition cost at 31 December 2024 659 164 511 7 547 172 718 Accumulated depreciation at 25 October 2023 - - - - Depreciation expense - - - - Accumulated depreciation at 31 December 2023 - - - - Disposals in the year due to discontinued operations 41 10 789 40 227 51 057 Depreciation expense (290) (23 452) (18 953) (42 695) Disposals - 317 14 002 14 319 Net foreign currency exchange differences (20) (267) 599 313 Accumulated depreciation at 31 December 2024 (268) (12 613) 35 876 22 994 Net carrying amount at 25 October 2023 - - - - Net carrying amount at 31 December 2023 1 240 6 159 40 202 47 601 Net carrying amount at 31 December 2024 391 151 898 43 423 195 712 Estimated useful life 3-25 years 3-10 years 3-20 years Depreciation method Linear Linear Linear Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 104Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 15 Leasing Accounting principles The group leases several assets such as ves- sels, offices and other facilities. Vessel charters are typically agreed using a day rate applica- ble for a specified window of time. A material portion of the group's vessel charters are on terms that do not contain any commitments for the group when the vessel is not in use ("pay as you go"). For such charters, each ves- sel call-off is accounted for as a separate lease. Rental contracts for equipment and premises are agreed to fixed periods of 2 - 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. The group recog- nises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. The group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impair- ment losses, and adjusted for any remeasure- ment of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the com- mencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. At the commencement date of the lease, the group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in sub- stance fixed payments) less any lease incen- tives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guar- antees. In calculating the present value of lease payments, the group uses its incremen- tal borrowing rate at the lease commence- ment date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease lia- bilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a mod- ification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease pay- ments) or a change in the assessment of an option to purchase the underlying asset. In a business combination, the group meas- ures the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease at the acquisi- tion date. The group measures the right-of-use asset at the same amount as the lease liability, adjusted to reflect favourable or unfavourable terms of the lease when compared with mar- ket terms. Short-term vessel charters (with a lease term of less than 12 months) are capitalised as right-of-use assets and depreciated. Except for vessels, no other short-term leases are capi- talised as right-of-use assets and depreciated, as the group applies the short-term lease rec- ognition exemption to its short-term leases of property, motor vehicle and machinery and equipment. The group also applies the rec- ognition exemption for leases of low-value assets. Lease payments under the exemptions are recognised as expense on a straight-line basis over the lease term. Extension and termination options are included in several vessel and property leases across the group. These terms are used to maximise operational flexibility in terms of managing contracts. Extension and termina- tion options are accounted for if the group is reasonably certain that the option will be exer- cised. Significant estimates In calculating the present value of lease pay- ments, the group uses its incremental bor- rowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate is estimated by considering borrowings with a similar term and security to the right-of-use asset. This estimation process involves making assumptions about various factors, such as the term of the borrowing, the security provided, and the economic environ- ment, which can introduce a degree of uncer- tainty and variability to the process. After the commencement date, the amount of lease liabilities is increased to reflect the accre- tion of interest and reduced for the lease pay- ments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments), or when the group acquires new lease agreements as part of business combi- nations. Significant judgements Significant judgement is involved when assessing whether option should be recog- nised in a lease agreement. The group recog- nises options if it is reasonably certain that the option will be exercised. This requires consid- eration of all the facts and circumstances that create a significant economic incentive for the group to exercise the option and is ultimately a judgement call that needs to take into consid- eration facts and circumstances specific to the asset being leased, the entity and the wider market. These factors introduce a degree of uncertainty and variability, making the rec- ognition of an option in a lease agreement a complex and judgmental process. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 105Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Amounts in NOK thousand Buildings and plants Vessels Other equipment Total Acquisition cost at 25 October 2023 - - - - Additions from business combinations in the year 374 650 - - 374 650 Acquisition cost at 31 December 2023 374 650 - - 374 650 Additions from business combinations in the year 65 631 2 182 904 - 2 248 535 Additions of right-of-use assets 48 371 1 020 773 141 1 069 285 Disposals - (165 886) - (165 886) Net foreign currency exchange differences 530 - - 530 Acquisition cost at 31 December 2024 489 182 3 037 791 141 3 527 114 Accumulated depreciation at 25 October 2023 - - - - Depreciation - - - - Accumulated depreciation at 31 December 2023 - - - - Disposal in the year due to discontinued operations (4 503) - 373 (4 130) Depreciation (67 110) (836 279) (648) (904 037) Disposals (32 949) (511 930) - (544 879) Net foreign currency exchange differences (358) - - (358) Accumulated depreciation at 31 December 2024 (104 920) (1 348 209) (275) (1 453 404) Net carrying amount at 25 October 2023 - - - - Net carrying amount at 31 December 2023 374 650 - - 374 650 Net carrying amount at 31 December 2024 384 262 1 689 582 134 2 073 710 In February 2025, Moreld exercised an option to extend the charter party of the vessel "North Sea Giant" until the end of the first quarter of 2027. The option period had already been included as part of the lease term as of 31 December 2024, as it was considered rea- sonably certain that the option was going to be exercised. Undiscounted lease liabilities and maturity of cash flows Amounts in NOK thousand 31.12.2024 31.12.2023 Not later than one year 838 798 83 430 Later than one year and not later than five years 1 326 635 226 079 Later than five years 148 462 195 076 Total future minimum lease payments 2 313 895 504 585 Less: amount representing interest (286 109) (117 667) Present value of total lease liabilities 2 027 786 386 918 Included in the statement of financial positions as Amounts in NOK thousand 31.12.2024 31.12.2023 Current liabilities 796 873 57 099 Non-current liabilities 1 230 913 329 819 Total 2 027 786 386 918 Amounts recognised in the statement of profit and loss Amounts in NOK thousand 31.12.2024 31.12.2023 Expense from short-term and low value leases (4 425) - Depreciation right-of use assets (904 037) - Interest expense from lease liabilities (115 919) - Total (1 024 382) - Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 106Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 16 Interest-bearing liabilities Accounting principles Financial liabilities are classified, at initial rec- ognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are rec- ognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The measurement of financial liabilities depends on their classification. Financial liabil- ities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. This category also includes derivative financial instruments entered by the group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Financial liabilities that are not held for trading or designated as at FVTPL, are measured sub- sequently at amortised cost using the effec - tive interest method. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing finan- cial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substan- tially modified, such an exchange or modifi- cation is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carry- ing amounts is recognised in the statement of profit or loss. Interest-bearing liabilities at 31 December 2024 (NOK thousand) Facility Currency Maturity Nominal interest rate Nominal amount at 31.12.2024 Remaining unamortised financing fees Net book value at 31.12.2024 Senior Secured Notes USD 30 June 2029 12.5% 1 646 243 118 535 1 527 708 Interest-bearing liabilities at 31 December 2023 (NOK thousand) Facility Currency Maturity Nominal interest rate Nominal amount at 31.12.2023 Remaining unamortised financing fees Net book value at 31.12.2023 Senior Secured Notes USD 15 December 2027 13.5% 1 017 240 166 023 851 218 USD 225 million senior secured notes On 28 June 2024, Moreld acquired Ocean Installer. The acquisition was funded by issu- ing USD 225 million worth of senior secured notes in a private placement. The proceeds from the notes issue were used to (i) refinance the original notes and (ii) acquire 100 per cent of the shares in Ocean Installer Holding AS. The USD 100 million senior secured notes that were issued in December 2023 were repaid at a premium on 28 June 2024. See also note 18 Other financial expenses. The interest rate on the senior secured notes is 12.5 per cent per annum, payable half-yearly. The notes shall be repaid in full at maturity, along with a repayment premium of 5 per cent. The first call date on the notes, which allows repayment, is June 2026. Prior to this date, the notes can be repaid at a prepayment premium. As of end of 2024, this repayment premium is approximately 15 per cent. Together with the notes, 7 213 050 warrants were issued. Each warrant represented a right to purchase 1 ordinary share. The warrants were identified as a financial liability under IFRS 9, and the nominal amount of the notes was split in a financial liability component meas- ured at amortised cost and a derivative com- ponent with fair value changes through profit and loss. The initial measurement at the time of recognition of the notes was based on the fair value of such notes without correspond- ing warrants, and the notes were measured at amortised cost according to IFRS 9. Subse- quent measurements are made by using the effective interest rate of the notes. A propor- tionate share of the transaction cost has been allocated to the warrants as they were issued together with the notes. The transaction cost allocated to the warrants has been expensed at initial recognition of the warrants. See also note 18 Other financial expenses. As part of the reorganisation completed right before the IPO on Euronext Growth Oslo, holders of warrants in Aurora Group Plc exer- cised their warrants in exchange for shares in Moreld AS. At the time of exercise, the value of the derivatives was reclassified to other paid in capital. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 107Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Following the IPO and the private placement where Moreld raised NOK 950 million in new equity, the group exercised an option in the note indenture to use the proceeds from the IPO to repay the notes. USD 80 million was repaid on 30 December 2024, making the gross amount outstanding on the notes USD 145 million at 31 December 2024. See also note 32 Subsequent events for repayments done after the balance sheet date. The only covenant tied to the group’s financial condition for the senior secured notes is that capital expenditures must be lower than USD 10 million in any twelve-month period. The group was in compliance with this covenant at 31 December 2024. USD 100 million senior secured notes On 21 December 2023, Aurora Group Plc, a wholly owned subsidiary of Moreld AS, issued USD 100 million worth of senior secured notes in a private placement to a designated group of lenders. The proceeds from the notes issue were used to fund the acquisitions that estab- lished the Moreld Group, see note 6 Business combinations. Together with the notes, Aurora issued 23 700 000 warrants. Each warrant represents a right to purchase 1 ordinary share. The warrants were identified as a financial lia- bility under IFRS 9. The nominal amount of the notes was divided into a financial liability measured at amortised cost and a financial liability measured at fair value through profit and loss. The initial recognition of the notes at amortised cost was based on the fair value of such notes without corresponding warrants, and the notes were measured at amortised cost according to IFRS 9. Subsequent meas- urements were made by using the effective interest rate of the notes. The financial liability measured at fair value through profit and loss has been allocated a proportionate share of the transaction cost. These transaction costs were expensed when recognising the war- rants. The interest rate on the senior secured notes was 13.5 per cent per annum, payable half- yearly. The notes that were issued in Decem- ber 2023 were repaid at a premium on 28 June 2024 and derecognised in full, as the refi- nancing was considered to be a substantially change in the financing agreement. See also note 18 Other financial expenses. Liquidity risk at 31 December 2024 Amounts in NOK thousand Carrying amount Contractual cashflows Next year Between two and five years More than five years Unhedged bond issues 1 527 708 2 551 677 205 780 2 345 896 - Leasing liabilities 2 027 786 2 313 895 838 798 1 326 635 148 462 Accounts payable 754 988 754 988 754 988 - - Total 4 310 482 5 620 560 1 799 567 3 672 531 148 462 Liquidity risk at 31 December 2023 Amounts in NOK thousand Carrying amount Contractual cashflows Next year Between two and five years More than five years Unhedged bond issues 851 218 1 617 412 205 780 137 327 - Leasing liabilities 386 918 504 585 83 430 226 079 195 076 Accounts payable 433 354 344 354 433 354 - - Total 1 671 490 2 555 351 654 112 1 706 163 195 076 Available credit lines Amounts in NOK thousand 31.12.2024 31.12.2023 Total credit lines 205 019 50 000 Utilised - - Available credit at end of period 205 019 50 000 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 108Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Moreld has a Revolving Credit Facility (RCF) in place with Sparebank 1 SR-Bank ASA. The facility is secured with first priority pledge in all shares in the major subsidiaries of the group. In addition, the facilities have first pri- ority pledge over trade receivables, inventory and operating equipment in the same compa- nies. The facilities have covenants tied to the consolidated levels of Moreld Group AS (Nor- wegian subsidiary) where book equity and net income shall always be above zero, and the drawn amount is limited to a certain level of the group’s working capital. As of 31 Decem- ber 2024, the revolving credit facility was undrawn, and the group complied with the covenants. The group expects that it will be in compliance with the covenants in 2025. Changes in liabilities arising from financing activities in 2024 Amounts in NOK thousand 1 January 2024 Cash flows Effect from discontinued operations Effect from business combinations New leases Other 31 December 2024 Lease liabilities 386 917 (802 534) (3 608) 1 691 962 903 399 (148 351) 2 027 786 Non-current interest-bearing loans and borrowings 851 218 151 313 - - - 525 178 1 527 708 Total liabilities from financing activities 1 238 135 (651 221) (3 608) 1 691 962 903 399 376 827 3 555 494 Changes in liabilities arising from financing activities in 2024 Amounts in NOK thousand 1 January 2023 Cash flows Effect from discontinued operations Effect from business combinations New leases Other 31 December 2023 Lease liabilities - - - 386 917 - - 386 917 Non-current interest-bearing loans and borrowings - 968 416 - - - (117 198) 851 218 Total liabilities from financing activities - - - - - - - The “other” column includes effects from amortisation of transaction fees incurred as part of the financing, the effect of warrants derecognised from the financial liability at ini- tial recognition (see note 19 Financial instru- ments), currency effects and effects from premiums paid on the repayment of the sen- ior secured notes in June 2024 and the pre- mium paid as part of the redemption done in December 2024. The outflows from these pre - miums are included as cashflows from financ- ing activities. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 109Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 17 Interest expenses Amounts in NOK thousand 2024 2023 Interest expense on bond debt 224 503 4 082 Amortised financing fees on bond debt 43 807 - Interest on factoring agreements 19 978 - Interest on lease liabilities 115 919 - Other interest expenses 6 164 - Total interest expenses 410 372 4 082 Note 18 Other financial expenses Amounts in NOK thousand 2024 2023 Expense of unamortised transaction cost on senior secured notes 217 247 - Repayment premium on repayment of senior secured notes 161 896 - Transaction cost on warrants issuance 2 268 6 527 Other finance expenses 17 033 2 180 Total other financial expenses 398 445 8 707 As part of the refinancing concluded in June 2024 and the redemption of USD 80 mil- lion concluded in December 2024, remain- ing transaction cost that were included in the carrying amount of the interest-bearing liabil- ities were expensed. The refinancing and the redemption also involved repayment premi- ums which have been expensed at repayment. Note 19 Financial instruments Accounting principles Moreld has financial instruments measured at amortised cost and measured at fair value through profit and loss. The majority of the financial instruments measured at amortised cost are trade receivables, cash deposits and interest-bearing loan. The financial instru- ments measured at fair value through profit and loss are the warrants that were issued together with the notes, see note 16 Inter- est-bearing liabilities. Significant judgement Significant judgement is applied when decomposing financial instruments. Careful analysis and judgment are required to sepa- rate and measure the different components accurately. Carrying value of financial instruments at 31 December 2024 Amounts in NOK thousand Hedging instruments at FVOCI Financial instruments at FVTPL Amortised cost Total Other non-current assets - - 2 894 2 894 Trade and other receivables - - 1 110 561 1 110 561 Contract assets - - 498 691 498 691 Cash and short-term deposits - - 1 500 144 1 500 144 Financial assets - - 3 112 290 3 112 290 Trade and other payables - - (754 988) (754 988) Contract liabilities - - (805 354) (805 354) Lease liabilities - - (2 027 786) (2 027 786) Interest bearing loans and borrowings - - (1 527 708) (1 527 708) Derivatives - - - - Financial liabilities - - (5 115 836) (5 115 836) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 110Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Carrying value of financial instruments at 31 December 2023 Amounts in NOK thousand Hedging instruments at FVOCI Financial instruments at FVTPL Amortised cost Total Other non-current assets - - 7 172 7 172 Trade and other receivables - - 558 809 558 809 Contract assets - - 274 002 274 002 Cash and short-term deposits - - 185 710 185 710 Financial assets - - 1 025 693 1 025 693 Trade and other payables - - (433 354) (433 354) Contract liabilities - - (113 149) (113 149) Lease liabilities - - (386 917) (386 917) Interest bearing loans and borrowings - - (851 218) (851 218) Derivatives - (57 281) - (57 281) Financial liabilities - (57 281) (1 841 919) (1 841 919) The valuation of the financial instruments measured at fair value is based on the fair value hierarchy. The fair value hierarchy defines a framework for categorising financial assets and liabilities based on fair value valuation tech- niques. Fair value of assets and liabilities in level one is based on quoted prices in an active mar- ket, whereas level three fair values are based on assumptions made by the company in the absence of quoted prices. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure- ment date. The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to meas- ure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or lia- bilities. Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indi- rectly observable. Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is signifi- cant to the fair value measurement as a whole) at the end of each reporting period. Carrying value of financial instruments based on the fair value hierarchy at 31 December 2024 Amounts in NOK thousand Level 1 Level 2 Level 3 Total Non-current receivables - - - - Trade and other receivables - - - - Cash and short-term deposits - - - - Financial assets - - - - Trade and other payables - - - - Lease liabilities - - - - Interest bearing loans and borrowings - - - - Derivatives - - - - Financial liabilities - - - - Carrying value of financial instruments based on the fair value hierarchy at 31 December 2023 Amounts in NOK thousand Level 1 Level 2 Level 3 Total Non-current receivables - - - - Trade and other receivables - - - - Cash and short-term deposits - - - - Financial assets - - - - Trade and other payables - - - - Lease liabilities - - - - Interest bearing loans and borrowings - - - - Derivatives - - (57 281) (57 281) Financial liabilities - - (57 281) (57 281) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 111Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Value change for derivatives measured at fair value through profit and loss Amounts in NOK thousand Fair value at 21.12.23 Change in fair value recognised in profit and loss in 2023 Fair value at 31.12.23 Changes in fair value recognised in profit and loss in 2024 Fair value of warrants at initial recognition Effect from exercise of warrants in December 2024 Fair value at 31.12.24 Warrants issued in December 2023 1) - - (57 281) (352 384) - 409 665 - Warrants issued in June 2024 1) - - - (87 296) (32 984) 120 280 - Financial liability at end of period - - (57 281) (439 680) (32 984) 529 945 - 1) The warrants issued in December 2023 and June 2024 was decomposed from the Senior Secured Notes at recognition. The warrants did not have a change in fair value through profit and loss at initial recognition but were recognised directly as a financial liability based on the fair value when decomposed from the notes. Note 20 Income tax expense Accounting principles Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the tem- porary differences can be utilised. The group recognise previously unrecognised deferred tax assets to the extent it has become prob- able that the group can utilise the deferred tax asset. Similarly, the group will reduce a deferred tax asset to the extent that the com- pany no longer regards it as probable that it can utilise the deferred tax asset. Significant estimates Estimating future taxable profits is essen- tial to determine whether the tax losses and credit reliefs carried forward can be utilised. The process involves forecasting the group's future financial performance, which can be uncertain and subject to various economic and business conditions, including future prof- its and the amount of foreign revenue. Fur- thermore, Moreld is subject to income taxes in various jurisdictions and exposed to multi- ple tax regimes. The management judgment is involved in determining the taxable amount, and tax authorities may challenge Moreld's calculation of taxes payable from prior periods. Composition of the income tax expense Amounts in NOK thousand 2024 2023 Income tax payable 55 475 - Changes in deferred tax (187 520) (640) Withholding taxes paid 65 189 - Effect due to changes in tax rate (3 751) - Income tax expense (income) (70 607) (640) Income tax payable in statement of financial position Amounts in NOK thousand 2024 2023 Income tax payable 55 475 12 150 Paid during the year (4 372) - Tax payable 51 103 12 150 Reconciliation of nominal tax rate and effective tax rate Amounts in NOK thousand 2024 2023 Profit before income tax (945 596) (22 501) Nominal tax rate 22% 22% Expected tax expense (208 031) (4 950) Effect on taxes of: Permanent differences (14 457) 3 090 Fair value change on financial instruments 111 912 - Effect from withholding taxes paid 74 538 - Changes in temporary differences not recognised (35 894) 2 500 Effect from share of loss in associates recognised after tax 1 742 - Effect from differences in tax rates 1 946 - Other effects (2 362) Tax expense (income) in the income statement (70 607) (640) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 112Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Breakdown of temporary differences 31.12.2024 31.12.2023 Amounts in NOK thousand Assets Liabilities Assets Liabilities Property, plant and equipment and intangible assets - 448 084 19 483 317 489 Current assets 33 520 - - - Leasing - 110 991 49 090 - Provisions 30 262 - 40 131 - Profit and loss account - 64 595 1 282 - Pension - 1 185 - - Contracts - 525 914 40 060 23 652 Limitation of interest costs 64 159 - 17 160 - Tax losses carried forward 1 003 322 - 112 432 - Credit relief carried forward 272 693 - - - Other 1 124 - - (4 273) Total temporary differences 1 405 079 1 150 769 279 638 336 868 Amounts not recognised (382 352) - (97 033) - Total recognised temporary differences 1 022 727 1 150 769 182 605 336 868 Deferred tax liability - 253 169 - 74 112 Deferred tax assets 225 000 - 40 173 - Overview of tax losses carried forward Amounts in NOK thousand Expiry date Indefinite exploration Total Of which is unrecognised Total recognised Norway - 622 891 622 891 - 622 891 United Kingdom - 42 882 42 882 - 42 882 United States - 301 225 301 225 301 225 - Other - 36 324 36 324 - 36 324 Total - 1 003 322 1 003 322 301 225 702 097 The group expects not to be in scope for the Pillar II tax reform for 2025. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 113Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 21 Inventories Accounting principles Inventories are stated at the lower of cost of acquisition or production and recoverable amount and comprise raw materials, work in progress, and finished goods. The costs of fin - ished goods and work in progress include the cost of raw materials used and direct produc- tion costs. The recoverable amount is deter- mined on an individual basis. Amounts in NOK thousand 31.12.2024 31.12.2023 Finished products 39 863 12 620 Total at 31 December 39 863 12 620 Value changes in inventory recognised through profit and loss - - Note 22 Trade receivables and work in progress Amounts in NOK thousand 31.12.2024 31.12.2023 Trade receivables 1 115 187 561 454 Expected credit loss on trade receivables (4 626) (2 645) Total trade receivables 1 110 561 558 809 Contract assets 498 691 274 002 Total trade receivables and work in progress 1 609 252 832 812 Movement of provision for expected credit losses Amounts in NOK thousand 31.12.2024 31.12.2023 Balance at 1 January 2 645 - Expected credit loss recognised on receivables 2 244 2 645 Credit losses reversed 263 - Balance at 31 December 4 626 2 645 Apply AS and Global Maritime Group AS have entered into factoring agreements with Spare- bank 1 Factoring AS for the sale of receiva- bles from defined customers, with a combined limit of NOK 399 million. Based on the factor- ing agreement, management has concluded to derecognise the specific receivables from the balance sheet to better reflect the underly- ing risks and rewards as the factoring provider has purchased and paid for the receivables and assumed the related credit risk. Moreld retains the responsibility for not fulfilling their obligation under customer contracts, and if non-performance results in a sold receiva - ble remaining unpaid after 60 days following due date, the company is committed to repur- chase the trade receivable. Note 23 Other current assets Amounts in NOK thousand 31.12.2024 31.12.2023 Prepayments to employees 156 - Prepaid costs 73 163 44 348 Loan to employees 19 495 - Tax receivables 1 273 - VAT receivable 61 754 27 587 Other receivables 16 954 12 623 Total 172 794 84 558 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 114Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 24 Trade payables and other current liabilities Amounts in NOK thousand 31.12.2024 31.12.2023 Trade payables 754 989 433 354 Trade payables 754 989 433 354 Contract liabilities 805 354 113 149 Total trade payables and contract liabilities 1 560 342 546 503 Liabilities to employees - 3 090 Provision for dividend to minority interests - 4 950 Accrued holiday allowance 173 195 133 100 Accrued salaries (including bonus) 82 193 57 066 Accrued expenses 70 428 148 661 Social security, VAT and similar public debt 167 267 133 861 Other current liabilities 559 206 49 970 Other current liabilities 1 052 290 530 698 Trade payables, contract liabilities and other current liabilities 2 612 633 1 077 201 Note 25 Contingent liabilities and guarantees Amounts in NOK thousand Guarantee frame Of which utilised Available frame Guarantee facility agreement 1 407 959 817 889 590 069 Moreld has guarantee facility agreements with Sparebank 1 SR-Bank ASA, Liberty Mutual and Altradius. The facility with Sparebank 1 SR-Bank ASA is secured with first prior- ity pledge in all shares in the most significant subsidiaries of the group. In addition, the facil- ity have first priority pledge over trade receiv- ables, inventory and operating equipment in the same companies. The facilities have covenants tied to the con- solidated levels of Moreld Group AS (Nor- wegian subsidiary) where book equity shall always be above zero, and the drawn amount is limited to a certain level of the group’s work- ing capital. At the time of signing these financial state- ment, Moreld Group AS is compliant with the covenants. The group expects that it will be in compliance with the covenants in 2025. Note 26 Investments in associates Accounting principles Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the group’s share of net assets of the associate since the acquisition date. The statement of profit or loss reflects the group’s share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the group’s OCI. Investments in associated companies accounted for under the equity method Amounts in NOK thousand Country Segment Ownership % at 31.12.24 Ownership % at 31.12.23 Ross Energy AS Denmark Ross Offshore 0% 24% Global Maritime Mexico Mexico Global Maritime 50% 47% Hydepoint AS Norway Moreld Apply 33% 32% Carrying value of investments in associated companies at 31 December 2024 Amounts in NOK thousand Ross Energy AS 1) Hydepoint AS Total Carrying value 1 January 2024 1 712 - 1 712 Acquisition / disposals (1 712) 7 920 6 208 Share of net income after tax - (7 920) (7 920) Carrying value 31 December 2024 - - - 1) Ross Energy AS was divested as part of the divestment of Ross Offshore, see note 7 Discontinued operations for more details Carrying value of investments in associated companies at 31 December 2023 Amounts in NOK thousand Ross Energy AS Hydepoint AS Total Carrying value 1 January 2023 1 712 - 1 712 Acquisition / disposals - - - Share of net income after tax - - - Carrying value 31 December 2023 1 712 - 1 712 Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 115Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 27 Cash and cash equivalents Accounting principles Cash and cash equivalents consist of bank deposits. Amounts in NOK thousand 31.12.2024 31.12.2023 Short-term bank deposits 1 500 144 185 710 Cash and cash equivalents 1 500 144 185 710 Amounts in NOK thousand 31.12.2024 31.12.2023 Bank deposits for employee tax withholding 1 939 226 Cash in countries with currency restrictions 1 204 1 201 Cash on escrow accounts - 13 145 Total restricted cash 3 143 14 572 Bank guarantee for employee tax withholding 84 300 - In addition, the group has a revolving credit facility of NOK 205 million which was unused at 31 December 2024. See note 16 Inter- est-bearing liabilities for more information. Global Maritime has a cash pool arrange- ment in DNB Bank ASA. The companies in the cash pool agreement are jointly liable for the draw down on the facility. All general activities regarding the cash pool facility are handled by Global Maritime Group AS, while, day to day operations is performed by each single com- pany in the Global Maritime Group. Note 28 Share capital and shareholder information Share capital, share premium and number of shares Amounts in NOK thousand 2024 20231) Share capital (175 828 096 fully paid shares at 0.10 NOK per share) 17 583 618 Share premium 884 718 - Share capital and premium at 31 December 902 301 618 Number of shares at 31 December 175 828 096 n.a. 1) On 12 December 2024, the group performed an internal reorganisation in which the shareholders in Aurora Group Plc and Moreld Holding AS contributed their shares to Moreld AS in exchange for shares in Moreld AS. The reorganisation was done as part of the preparations for the Initial Public Offering (IPO) on Euronext Growth Oslo that took place on 19 December 2024. Moreld AS, an empty shelf entity with no operational activities, was acquired in August 2024 by Moreld Holding AS to serve as a listing vehicle in connection with the listing. The reorganisation was executed on the basis of a capital reor - ganisation, in which all of the combining entities or businesses are ultimately controlled by the same party or parties, such that there is no change in the substance of Moreld. The reorganisation is con - sidered as a reorganisation of Moreld without any change in the substance of Moreld. As such, the consolidated financial statement is a continuation of Moreld and present the assets and liabilities of Moreld for all the periods presented. However, as the number of shares was affected by the reorgani - sation, the number of shares at 31 December 2023 is not presented. Moreld has one share class and each share in the company carries one vote at the compa- ny’s general meeting. All shares carry equal rights, including the right to participate in general meetings. Dividends and dividend policy Moreld aims to distribute 40 – 60 per cent of adjusted net profits over time. The board has proposed a dividend for the 2024 account- ing year of NOK 0.42 per share, which totals approximately NOK 75 million. Approval date is on 20 May 2025 on the annual general meeting in Moreld AS. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 116Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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List of major shareholders at 31 December 2024 Shareholder Number of shares Per cent holding Citibank (Switzerland) AG 50 322 593 28.0% J.P. Morgan Securities Plc 19 780 569 11.0% Citibank, N.A. 8 339 858 4.6% Morgan Stanley & Co. LLC 7 626 615 4.2% J.P. Morgan Securities Plc 6 883 047 3.8% Citibank, N.A. 6 304 250 3.5% J.P. Morgan Securities LLC 5 728 410 3.2% The Bank of New York Mellon 5 589 340 3.1% FEARNLEY SECURITIES AS 4 561 204 2.5% Citigroup Global Markets Ltd 4 546 858 2.5% ODDAKILEN AS 3 726 557 2.1% Goldman Sachs & Co. LLC 3 196 494 1.8% Verdipapirfondet Heimdal Høyrente 3 064 969 1.7% BNP Paribas 2 998 074 1.7% HSBC Bank PLC. 2 733 598 1.5% Down Under Holding AS 2 691 390 1.5% The Bank of New York Mellon 2 668 400 1.5% Sesna Invest AS 2 421 386 1.3% The Bank of New York Mellon SA/NV 2 024 731 1.1% Borea Høyrente Spesialfond 1 741 593 1.0% Total number of shares for top 20 shareholders 146 949 936 83.6% Total number of shares 175 828 096 100.0% Note 29 Earnings per share Accounting principles Earnings per share is calculated as profit/(loss) attributable to the equity holders of the par- ent company divided by the number of shares outstanding. Potential dilutive shares are shown separately along with the dilutive earn- ings per share. Earnings per share for income attributable to the equity holders of the company Amounts in NOK 31.12.2024 Profit / (loss) attributable to the equity holders of the company (711 287 989) Number of shares outstanding 175 828 096 Basic and diluted earnings per share (NOK) (4.05) Earnings per share for income attributable to the equity holders of the company from continuing operations Amounts in NOK 31.12.2024 Profit / (loss) attributable to the equity holders of the company from continuing operations (883 288 016) Number of shares outstanding 175 828 096 Basic and diluted earnings per share (NOK) (5.02) Due to the internal reorganisation done as part of the preparations for the IPO, the number of shares was affected by the reorganisation. Therefore, comparable information related to earnings per share at 31 December 2023 is not presented, as it is assessed that this informa- tion does not give meaningful information to users of the financial statement. Note 30 Related party transactions The board of directors ensures that any mate- rial transaction between the company and Shareholders, a Shareholder’s parent com- pany, members of the board of directors, exec- utive personnel, or close associates of any such parties will be entered into on arm’s length terms. The board of directors has adopted rules of procedures for the board of directors which inter alia includes guidelines for noti- fication by members of the board of direc- tors and executive management if they have any material direct or indirect interest in any transaction entered into by the company. Bal- ances and transactions between the company and its subsidiaries have been eliminated on consolidation and are eliminated in the con- solidated accounts. The group has had trans- actions with the following related parties: On 21 December 2023, an agreement was entered between the group and MP Acqui- sition Co Limited (owned by the chair of the board, Julian McIntyre, and the director, Ven- kat Siva), Rapidite Limited (wholly owned by director, Mark Dickinson), and Sona Credit Fund (the investors) in which the investors became entitled to receive monitoring fees of in total USD 0.4 million per year. This agree- ment was updated on 28 June 2024, and the annual monitoring fees were increased to USD 0.8 million per year. As part of the reorganisa- tion done prior to the Initial Public Offering in which Moreld AS became the new ultimate parent company of the group, these agree- ments were cancelled. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 117Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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On 21 December 2023, Moreld executed a side letter in favour of Velocity Aurora LLP (Velocity). Pursuant to the side letter, Moreld will pay Velocity certain fees, including an asset sale fee if Moreld sells or disposes of (i) all of the shares it holds in a subsidiary or (ii) all or substantially all of its undertaking and assets, within three years from the date of the side letter and the total net proceeds received by Moreld for all asset sales exceed NOK 300 million in aggregate. Such fee shall be in an amount equal to the lower of (a) USD 500 000 and (b) an amount equal to 2.5 per cent of the total net proceeds received by Moreld for all asset sales within three years from the date of the side letter and is subject to Aurora Group Plc not breaching any of the terms of its debt facilities. As the net proceeds received from the divestment of Ross Offshore and Capnor exceeded NOK 300 million in aggregate, the asset sale fee was triggered and USD 0.5 mil- lion has been expensed as other operating expenditure in 2024. On 12 December 2024, and in connection with the termination of shareholders' agree- ments in Aurora Group Plc and Moreld Hold- ing AS, Moreld AS entered into consultancy agreements with each of MWB (UK) Manage- ment Ltd (wholly owned by the chair of the board, Julian McIntyre) and Rapidite Limited (wholly owned by director, Mark Dickinson). Pursuant to these agreements, Mr. McIntyre and Mr. Dickinson shall provide the company with strategic advice, including on matters related to general corporate finance, M&A and financing. Mr. McIntyre and Mr. Dickin- son shall each, through their holding compa- nies, receive a monthly fee of USD 25 000 for such services, paid in arrears, in addition to any remuneration received in their capacity as directors. The agreements have a term of two years, subject to extensions by Moreld. Moreld has also the right to reduce the annual remu- neration to each of Mr. McIntyre and Mr. Dick- inson to nil if either of them sells more than 50 per cent of their shares in the company. Note 31 Non-controlling interests Non-controlling interest at 31 December 2024 Name of subsidiary Principal place of business and place of incorporation Proportion of ownership interest and voting rights Non-controlling interest at 31.12.2023 Profit allocated to the non-controlling interest for the year Change in non-controlling interests in the year Non-controlling interest at 31.12.2024 Moreld Holding AS 1) Norway 100% 9 791 - (9 791) - Capnor AS 0% 14 650 8 299 (22 949) - GM Dynamic Ltd Ghana 71% (622) - - (622) Total 23 819 8 299 (22 949) (622) The profit allocated to the non-controlling interest in Capnor AS reflects the profit up until Capnor AS was divested, see note 7 Dis- continued operations for more information. GM Dynamic Ltd is an empty company with- out any business activity, hence no profit has been allocated to the non-controlling interest for 2024. Non-controlling interest at 31 December 2023 Name of subsidiary Principal place of business and place of incorporation Proportion of ownership interest and voting rights Non-controlling interest at 25.10.2023 Profit allocated to the non-controlling interest for the year Change in non-controlling interests in the year Non-controlling interest at 31.12.2023 Moreld Holding AS 1) Norway 95% - (703) 10 494 9 791 Capnor AS Norway 67% - - 14 650 14 650 GM Dynamic Ltd Ghana 71% - - (622) (622) Total - (703) 24 522 23 819 1) Following the internal reorganisation performed on 12 December 2024, the non-controlling interests in Moreld Holding AS contributed their shares in Moreld Holding AS in exchange for shares in Moreld AS and ceased to be non-controlling interests in the group. See more detailed information in note 28 Share capital and shareholder information. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 118Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Note 32 Subsequent events Refinancing and issuance of new 130m USD Senior Secured Bond Moreld AS announced in January 2025 that it called an additional principal amount of approximately USD 5 million under the equity claw back option on USD 225 million senior secured notes (the notes) issued by Aurora Group Plc. The redemption of the equity claw back option was completed 3 February 2025. In addition, Moreld announced that it redeemed a principal amount of USD 30.5 mil- lion of the notes under the mandatory cash sweep, which took place 19 February 2025. On 24 January 2024, Moreld AS success- fully placed a USD 130 million senior secured bond with a 5-year tenor. The bonds will pay a semi-annual coupon of 9.875 per cent per annum. The settlement date was 11 February 2025, and 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 due 2029 in full. The full repayment took place on 21 Feb- ruary 2025. Extension of charter party for North Sea Giant Ocean Installer AS, a wholly owned subsidi- ary 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. As the exercise of the charter was seen as reasona- bly certain by the end of 2024, the one-year extension option has been included when recognising the right of use asset as of 31 December 2024. Share capital increase in relation to partial exercise of greenshoe option 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 direc- tors 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 approximately NOK 52 million. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 119Moreld AS | Annual report 2024 | Notes to the consolidated financial statements
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Amounts in NOK thousand Note 2024 2023 Revenue - - Revenue - - Other operating expenses 2 (10 890) - Operating result (EBIT) (10 890) - Interest income 1 - Interest expenses (1 801) - Net foreign exchange gains (loss) (305) - Net financial expense (2 105) - Net profit / (loss) before tax (12 995) - Income tax expense 3 2 859 - Profit (loss) of the year (10 136) - Allocation of profit (loss) of the year Dividend 75 413 - From share premium (85 549) - Total allocated (10 136) - Statement of profit and loss – Moreld AS For the year ended 31 December Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 120Moreld AS | Annual report 2024 | Financial statements Moreld AS
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Amounts in NOK thousand Note 31.12.2024 31.12.2023 ASSETS Non-current assets Investments in subsidiaries 4 696 438 - Deferred tax assets 3 2 859 - Total non-current assets 699 297 - Current assets Other current assets 2 028 - Receivables from group companies 5 319 462 24 Cash and short-term deposits 3 941 - Total current assets 325 432 24 Total assets 1 024 728 24 EQUITY AND LIABILITIES Equity Share capital 17 583 30 Other paid-in capital 808 712 (6) Retained earnings (10 136) - Total Equity 816 158 24 Liabilities Dividend 75 413 - Trade and other payables 10 305 - Liabilities to group companies 5 119 873 - Other current liabilities 2 979 - Total current liabilities 208 570 - Total liabilities 208 570 - Total equity and liabilities 1 024 728 24 Statement of financial position – Moreld AS For the year ended 31 December Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 121Moreld AS | Annual report 2024 | Financial statements Moreld AS
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Amounts in NOK thousand Note 2024 2023 Cash flow from operating activities Profit of the year before tax (12 995) - Adjustments for: Change in trade and other receivables (2 028) - Change in trade and other payables 10 305 - Change in other current liabilities 2 977 - Net cash flows from operating activities (1 741) - Cash flow from investing activities Investments in subsidiaries 5 (650 000) - Net cash flows from investing activities (650 000) - Cash flows from financing activities Change in intra-group financing 5 (199 565) - New equity received 900 474 - Transaction cost credited against equity (45 227) - Net cash flows from financing activities 655 658 - Net change in cash and cash equivalents 3 941 - Cash and cash equivalents at beginning of year - - Cash and cash equivalents at end of period 3 941 - Statement of cash flows – Moreld AS For the year ended 31 December Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 122Moreld AS | Annual report 2024 | Financial statements Moreld AS
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Amounts in NOK thousand Share capital Other paid-in capital Retained earnings Total equity Balance at 31 December 2023 30 (6) - 24 Capital contribution reorganisation 11 098 35 339 - 46 437 Capital contribution IPO 6 456 894 018 - 900 474 Transaction cost deducted from equity - (45 227) - (45 227) Net income / (-loss) for the period - - (10 136) (10 136) Dividend - (75 413) - (75 413) Balance at 31 December 2024 17 584 808 711 (10 136) 816 159 Statement of changes in equity – Moreld AS For the year ended 31 December Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 123Moreld AS | Annual report 2024 | Financial statements Moreld AS
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Note 01 Accounting principles The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting princi- ples in Norway. Use of estimates Management has used estimates and assumptions that have affected assets, liabil - ities, incomes, expenses and information on potential liabilities in accordance with gener- ally accepted accounting principles in Norway. Foreign currency Receivables and liabilities in foreign currency, which are not secured by forward contracts, are converted to Norwegian Kroner based on the exchange rate at the balance sheet date. Valuation and classification of assets and liabilities Assets intended for permanent ownership or use in the business are classified as non-cur- rent assets. Other assets are classified as cur - rent assets. Receivables to be repaid within one year are classified as current assets. The classification of current and non-current liabili- ties is based on the same criteria. Current assets are valued at the lower of his- torical cost and fair value. Accounts receiv- ables are recorded at nominal value less provision for expected losses. Provision for losses is made based on an individual assess - ment of each receivable. Fixed assets are carried at historical cost but are written down to their recoverable amount if this is lower than the carrying amount and the decline is expected to be permanent. Fixed assets with a definite economic life are depreciated on a systematic basis in accord- ance with a reasonable depreciation schedule. Other long-term liabilities, as well as short- term liabilities, are valued at nominal value. Income taxes Tax expenses are matched with operating income before tax. Tax related to equity trans- actions is recognised directly in equity. Tax expense consists of current income tax expense and change in deferred tax. Deferred tax liabilities and deferred tax assets are pre- sented net in the balance sheet. Net deferred tax assets are recognised as an asset to the extent it is probable that they can be utilised. Shares in subsidiaries Subsidiaries and investments in associates are carried at cost. An impairment is performed if the fair value of the investment is lower than the book value, and the change in value is not considered to be temporary. Cash flow statement The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consists of bank deposits. Note 02 Other operating expense Amounts in NOK thousand 2024 2023 Consultancy fees and external personnel 7 101 - Auditor remuneration 1 867 - Insurance cost 1 913 - Other operating expenses 9 - Total other operating expenses 10 890 - As part of the private placement done in rela- tion to the Initial Public Offering done on Euronext Growth Oslo on 19 December 2024, the company incurred NOK 45.5 million in transaction cost which was directly linked to the private placement. These costs have been charged directly against equity. Amounts in NOK thousand 2024 2023 Audit fee 433 - Audit related fee, incl. attestation services 1 434 - Total auditor expense 1 867 - In 2024 the company did not have any employ- ees, and no remuneration has been paid to the board of directors as the internal reorgan- isation establishing Moreld AS as the ultimate parent company took place in the end of 2024. Notes to the financial statements – Moreld AS For the year ended 31 December Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 124Moreld AS | Annual report 2024 | Notes to the financial statements – parent company
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Note 03 Income tax expense Composition of the income tax expense Amounts in NOK thousand 2024 2023 Changes in deferred tax (12 809) - Tax effect from issue cost charged directly to equity 9 950 - Income tax expense (income) (2 859) - Income tax payable in statement of financial position Amounts in NOK thousand 2024 2023 Income tax payable - - Paid during the year - - Tax payable (statement of financial position) - - Reconciliation of nominal tax rate and effective tax rate Amounts in NOK thousand 2024 2023 Profit before income tax (12 995) - Nominal tax rate 22% 22% Expected tax expense (2 859) - Effect on taxes of: Permanent differences - - Tax expense (income) in the income statement (2 859) - Breakdown of temporary differences 31.12.24 31.12.23 Amounts in NOK thousand Assets Liabilities Assets Liabilities Limitation of interest costs 1 800 - - - Tax losses carried forward 56 422 - - - Total temporary differences 58 222 - - - Valuation allowance not recognised (45 227) - - - Total recognised temporary differences 12 995 - - - Deferred tax assets (liabilities) 2 859 - Note 04 Shares in subsidiaries Amounts in NOK thousand Date of acquisition Business office Ownership and voting interest Carrying amount at 31 December 2024 Aurora Group Plc 2024 London, United Kingdom 100% 696 438 Total 696 438 On 12 December 2024, the group performed an internal reorganisation in which the share- holders in Aurora Group Plc and Moreld Hold- ing AS contributed their shares to Moreld AS in exchange for shares in Moreld AS. The reor- ganisation was done as part of the prepara- tions for the Initial Public Offering (IPO) on Euronext Growth Oslo that took place on 19 December 2024. Moreld AS, an empty shelf entity with no operational activities, was acquired in August 2024 by Moreld Holding AS to serve as a listing vehicle in connection with the listing. Through the reorganisation, Moreld AS, acquired the shares in Aurora Group plc. Following the IPO, Moreld AS used the pro- ceeds from the private placement to repay USD 80 million of the senior secured notes held by Aurora Group plc. NOK 650 million of the proceeds was lent from Moreld AS to Aurora Group Plc to facilitate the repayment. Following the repayment, the intra-group loan was immediately converted to equity. Note 05 Balances with group companies Intra-group receivables from group companies Amounts in NOK thousand 31.12.2024 31.12.2023 Aurora Group Plc 319 462 - Nytt Foretak AS - 24 Total 319 462 24 Intra-group loans to group companies Amounts in NOK thousand 31.12.2024 31.12.2023 Moreld Group AS 119 873 - Total 119 873 - There has not been any income or expenses from related parties in 2024. The intra-group receivables and loans were issued in connec- tion with the repayment of the USD 80 million performed by Aurora Group Plc on 30 Decem- ber 2024. Hence, no interest has incurred on the balances for 2024. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 125Moreld AS | Annual report 2024 | Notes to the financial statements – parent company
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Note 06 Share capital and shareholder information Amounts in NOK thousand 31.12.2024 31.12.2023 Share capital 17 583 24 Share premium 808 711 - Share capital and premium at 31 December 826 294 24 Number of shares at 31 December 175 828 096 3 000 Par value (NOK) 0.10 10 List of major shareholders at 31 December 2024 Shareholders Number of shares % holding Citibank (Switzerland) AG 50 322 593 28.6% J.P. Morgan Securities Plc 19 780 569 11.2% Citibank, N.A. 8 339 858 4.7% Morgan Stanley & Co. LLC 7 626 615 4.3% J.P. Morgan Securities Plc 6 883 047 3.9% Citibank, N.A. 6 304 250 3.6% J.P. Morgan Securities LLC 5 728 410 3.3% The Bank of New York Mellon 5 589 340 3.2% Fearnley Securities AS 4 561 204 2.6% Citigroup Global Markets Ltd 4 546 858 2.6% Oddakilen AS 3 726 557 2.1% Goldman Sachs & Co. LLC 3 196 494 1.8% Verdipapirfondet Heimdal Høyrente 3 064 969 1.7% BNP Paribas 2 998 074 1.7% HSBC Bank PLC. 2 733 598 1.6% Down Under Holding AS 2 691 390 1.5% The Bank of New York Mellon 2 668 400 1.5% Sesna Invest AS 2 421 386 1.4% The Bank of New York Mellon SA/NV 2 024 731 1.2% Borea Høyrente Spesialfond 1 741 593 1.0% Total number of shares for top 20 shareholders 146 949 936 83.6% Total number of shares 175 828 096 100.0% Note 07 List of group companies Name of Entity Country of incorporation Ownership interest at 31.12.2024 Moreld AS Norway 100% Aurora Group Ltd United Kingdom 100% Moreld Holding AS Norway 100% Moreld Invest AS Norway 100% Moreld Group AS Norway 100% More Holdco Apply AS Norway 100% Apply AS Norway 100% Apply Poland Sp.Z.o.o. Poland 100% Minox Technology AS Norway 100% Minox Technology Inc. US 100% Leidang Industripartner AS Norway 100% Ocean Installer Holding AS Norway 100% Ocean Installer II AS Norway 100% Ocean Installer AS Norway 100% CSV Shipping AS Norway 100% Ocean Installer Surf UK Ltd United Kingdom 100% Ocean Installer Equipment AS Norway 100% Hav Dyp AS Norway 100% Surf Contractors Ltd United Kingdom 100% Ocean Mansa Installer Ltd Ghana 100% Ocean Installer Ltd United Kingdom 100% Ocean Installer Crewing Ltd United Kingdom 100% Ocean Installer Inc US 100% Ocean Installer Senegal SA Senegal 100% Global Maritime Group AS Norway 100% Moreld Aqua AS Norway 100% Global Maritime AS Norway 100% Global Maritime Shanghai Co Ltd. China 100% Global Maritime Middle East Qatar 100% Global Maritime Sp.Z.o.o. Poland 100% Global Maritime Holding Ltd. United Kingdom 100% Global Maritime Consultancy Ltd United Kingdom 100% Canadian Global Maritime Ltd. Canada 100% Global Maritime Deutschland GmbH Germany 100% Global Maritime Consultancy Egypt Egypt 100% GMGH Ltd Ghana 100% GM Dynamic Ltd Ghana 75% American Global Maritime Inc. US 100% Global Maritime Consultancy Pte. Ltd. Singapore 100% PT Global Maritime Indonesia 100% GM Consultancy Sdn. Bhd. Malaysia 100% Global Maritime Australia Pty Ltd. Australia 100% Global Maritime South Korea Pte Ltd South Korea 100% Global Maritime Iberia S.L.U. Spain 100% Hydepoint AS Norway 33% Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 126Moreld AS | Annual report 2024 | Notes to the financial statements – parent company
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Note 08 Subsequent events Refinancing and issuance of new 130m USD Senior Secured Bond Moreld AS announced in January 2025 that it called an additional principal amount of approximately USD 5 million under the equity claw back option on USD 225 million senior secured notes (the notes) issued by Aurora Group Plc. The redemption of the equity claw back option was completed 3 February 2025. In addition, Moreld announced that it redeemed a principal amount of USD 30.5 mil- lion of the notes under the mandatory cash sweep, which took place 19 February 2025. On 24 January 2024, Moreld AS success- fully placed a USD 130 million senior secured bond with a 5-year tenor. The bonds will pay a semi-annual coupon of 9.875 per cent per annum. The settlement date was 11 February 2025, and 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 due 2029 in full. The full repayment took place on 21 Feb- ruary 2025. Share capital increase in relation to partial exercise of greenshoe option The stabilisation period following the IPO ended 17 January 2025. At the same time, Pareto Securities AS acting as stabilisa- tion 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 pro- ceeds received from the greenshoe option following the IPO was approximately NOK 52 million. Alternative Performance Measures Moreld uses terms in the consolidated finan- cial statement that is not anchored in the IFRS accounting standards. These alternative per- formance measures are frequently used by securities analysts, investors and other inter- ested parties. Alternative performance meas - ures are meant to provide an enhanced insight into the operations, financing and prospects of the company. Our definitions and explanations of these terms are found below. The proforma numbers reflects a situation where the acquisition of Ocean Installer took place on 1 January 2024. The numbers are pre- sented for illustrative purposes only, to show how the acquisition would have affected the group’s consolidated statement of profit and loss for the period year ended 31 December 2024 if the acquisition had occurred on 1 Jan- uary 2024. The unaudited pro forma num- bers has been compiled based on the group’s consolidated financial statements which are prepared in accordance with IFRS, and the unaudited management accounts for Ocean Installer for the period from 1 January 2024 to 30 June 2024 which were prepared based on IFRS measurement and recognition principles. EBITDA EBITDA is the abbreviation of Earnings Before Interest, Taxes, Depreciation and Amortisation. Moreld uses EBITDA in the income statement as a summation line for other accounting lines. Amounts in NOK thousand 2024 Proforma 20241) 2023 Revenue and income 7 136 379 9 162 867 1 070 Cost of sales (3 085 902) (4 026 677) - Salaries and personnel expenses (2 111 317) (2 290 648) (10 907) Other operating expenses (415 898) (523 434) (17 019) EBITDA 1 523 262 2 322 107 (26 856) EBITDA excl. IFRS 16 EBITDA exclusive IFRS 16, meaning that the impact of lease contracts accounted for under IFRS 16 are excluded and lease payments are accounted for as direct cost. Amounts in NOK thousand 2024 Proforma 20241) 2023 EBITDA 1 523 262 2 322 107 (26 856) Lease cost accounted for under IFRS 16 (893 949) (1 320 428) - EBITDA excl. IFRS 16 629 313 1 001 679 (26 856) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 127Moreld AS | Annual report 2024 | Notes to the financial statements – parent company
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Adjusted EBITDA excl. IFRS 16 Adjusted EBITDA exclusive IFRS 16, meaning that the impact of lease contracts accounted for under IFRS 16 are excluded and lease payments are accounted for as direct cost and non-recurring transaction cost are excluded. Amounts in NOK thousand 2024 Proforma 20241) 2023 EBITDA 1 523 262 2 322 107 (26 856) Lease cost accounted for under IFRS 16 (893 949) (1 320 428) - EBITDA excl. IFRS 16 629 313 1 001 679 (26 856) Non-recurring transaction cost 73 392 73 392 - EBITDA excl. IFRS 16 702 705 1 075 071 (26 856) EBIT EBIT is the abbreviation of “Earnings Before Interest and Taxes”. Moreld uses EBIT in the income statement as a summation line for other accounting lines. Amounts in NOK thousand 2024 Proforma 20241) 2023 EBITDA 1 523 262 2 322 107 (26 856) Depreciation, amortisation and impairment losses (1 068 694) (1 629 643) - Share of gain (loss) in associates (7 920) (7 920) - EBIT 446 648 684 544 (26 856) GIBD GIBD is the abbreviation of “Gross Interest-Bearing Debt.” GIBD is defined as non-current inter- est-bearing liabilities. Amounts in NOK thousand 31.12.2024 31.12.2023 Interest-bearing loans and borrowing 1 527 708 851 218 Amortised transaction cost on loans and borrowings 118 535 115 904 Warrants derecognised from loans and borrowings - 57 281 Non-current lease liabilities 1 230 913 329 819 Current lease liabilities 796 873 57 099 GIBD 3 674 029 1 411 320 As per note 16 Interest-bearing liabilities, a portion of the USD 225 million notes raised in June 2024 is allocated to the warrants that were issued together with the notes. This amount is added back when calculating the GIBD as this amount will need to be repaid together with the notes. NIBD NIBD is the abbreviation of “Net Interest-Bearing Debt.” NIBD is calculated as Gross Interest-Bearing Debt (GIBD) minus cash and cash equivalents. Unused credit facilities are not included in the cash amount. Amounts in NOK thousand 31.12.2024 31.12.2023 GIBD 3 674 029 1 411 320 - Cash and short-term deposits 1 500 144 185 710 NIBD 2 173 885 1 225 610 - IFRS 16 lease liabilities (2 027 786) (386 917) NIBD excluding IFRS 16 lease liabilities 146 099 838 693 Leverage ratio Leverage ratio is calculated as NIBD excluding IFRS 16 lease liabilities divided by last-twelve months EBITDA excl. IFRS 16 lease liabilities Amounts in NOK thousand 31.12.2024 NIBD excluding IFRS 16 lease liabilities 146 099 LTM EBITDA excl. IFRS 16 lease liabilities 1 001 679 Leverage ratio 0.1 As the group was formed in the end of 2023, no comparable information for leverage ratio at 31 December 2023 is available. Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 128Moreld AS | Annual report 2024 | Notes to the financial statements – parent company
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DECLARATION BY THE BOARD AND CEO We confirm to the best of our knowledge that the consolidated financial statements for 2024 have been prepared in accordance with IFRS as adopted by the European Union, as well as additional information requirements in accordance with the Norwegian Accounting Act, that the financial statements for the parent company for 2024 have been prepared in accordance with the Norwegian Accounting Act, and accounting standards and practises generally accepted in Norway. We confirm that the information presented in the financial statements gives a true and fair view of the assets, liabilities, financial position and result of Moreld AS and the Moreld Group for the period. We also confirm to the best of our knowledge that the annual report includes a true and fair view of the development, performance and financial position of Moreld AS and the Moreld Group, together with a description of the principal risks and uncertainties that they face, that the annual report 2024 report meets the information requirements of the Norwegian accounting act with regard to the report of the board of directors. Stavanger, 22 April 2025 Julian McIntyre Chair of the board Venkat Siva Director Mark Dickinson Director Neil Hartley Director Trond Rosnes Director Ole Slorer Director Geir Austigard Chief executive officer Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 129Moreld AS | Annual report 2024 | Financial statements
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Independent auditor’s report Deloitte AS Knud Holms gate 8 NO-4005 Stavanger Norway +47 51 81 56 00 www.deloitte.no Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms. Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS, providing audit, consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services. Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282 To the General Meeting of Moreld AS INDEPENDENT AUDITOR'S REPORT Opinion We have audited the financial statements of Moreld AS, which comprise: The financial statements of the parent company Moreld AS (the Company), which comprise the statement of financial position as at 31 December 2024, the income statement, statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. The consolidated financial statements of Moreld AS and its subsidiaries (the Group), which comprise the statement of financial position as at 31 December 2024, statement of profit and loss, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion the financial statements comply with applicable statutory requirements, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and Independent auditor's report Moreld AS 2 our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report is consistent with the financial statements and contains the information required by applicable statutory requirements. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements of the Company that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The financial statements of the Group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 130Moreld AS | Annual report 2024 | Independent auditor’s report
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Independent auditor's report Moreld AS 3 as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group's internal control. evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Stavanger, 22 April 2025 Deloitte AS Else Høyland Joranger State Authorised Public Accountant (electronically signed) Independent auditor's report Name Date Joranger, Else Høyland 2025-04-22 Identification Joranger, Else Høyland This document contains electronic signatures using EU-compliant PAdES - PDF Advanced Electronic Signatures (Regulation (EU) No 910/2014 (eIDAS)) Contents About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contents – financial statements Consolidated financial statements Notes to the consolidated financial statements Financial statements – parent company Notes to the financial statements – parent company Responsibility statement Auditor’s report Contact information 131Moreld AS | Annual report 2024 | Independent auditor’s report
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Report design: Haugvar AS Moreld AS Address: Moseidsletta 112 NO-4033 Stavanger Investor relations: trond.rosnes@moreld.no Media contact: contact@moreld.no www.Moreld.no www.moreld.com About Moreld Corporate governance report Board of directors’ report Sustainability statement Financial statements Contact information Contents