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Consolidated Statement of Financial Position
For the year ended 31 December 2023
MedservRegis p.l.c.
Annual Report
2025
MedservRegis p.l.c.
Annual Report
Contents
Page
Directors’ and Other Statutory Reports i
Financial Statements1
Independent Auditors’ Report
MedservRegis p.l.c.
Directors’ and
Other Statutory Reports
2025
MedservRegis p.l.c.
Directors’ and other Statutory Reports
Page
Chairman’s Statementi
Co-Chief Executive Officers’ Statementiii
Statement on Corporate Social Responsibilityvi
Directors’ Reportvii
Statement of the Directors pursuant to Capital Markets Rule 5.68xx
Statement by the Directors on non-financial informationxxi
Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governanceliii
Remuneration Statement and Reportlxiv
MedservRegis p.l.c.
Chairman’s Statement
For the Year Ended 31 December 2025
i
The year ended 2025 represented an important milestone for the MedservRegis Group. It was a year in which the business delivered a strong operational and financial performance, strengthened its platform, and completed a significant leadership transition, positioning the Group to move forward from a position of stability, resilience, and renewed momentum.
Performance and Progress
Against a complex operating and geopolitical backdrop, the Group delivered a marked improvement in revenues, profitability, and net earnings during the year. This performance reflected increased activity levels across several core markets, improved operating leverage, and disciplined execution across the organisation.
A defining feature of the year was the successful scaling of operations in Malta in support of offshore Libya activity. The speed and reliability with which the Group mobilised at scale, while maintaining its focus on safety, compliance, and operational control, reinforced the strength of its operating model and the depth of its organisational capability.
Positive contributions from Cyprus, Egypt, Iraq, and Oman further underlined the breadth and balance of the Group’s footprint, while the lifting of force majeure in Mozambique towards the end of the year marked a welcome turning point as the Group looks ahead.
Leadership Transition
In September 2025, I stepped down from my executive role as Chief Executive Officer and during the last quarter have transitioned fully into my position as Group Executive Chairman. This handover followed several years during which the Group navigated a period of turbulence and significant challenge, requiring decisive action to stabilise the business, strengthen the balance sheet, and restore operational and financial discipline.
I am pleased to have handed over the leadership of a materially healthier and more profitable Group, with a stronger operational base, improved financial resilience, and a clear strategic direction. The Board views this transition as a natural and well-timed evolution, enabling the Group to move forward with continuity and confidence under the leadership of Olivier Bernard and Karl Bartolo.
The Board fully supports the new leadership team and is confident in their ability to build on the progress achieved, deepen client relationships, and lead the next phase of the Group’s development.
Governance, Risk, and Oversight
Strong governance remained central to the Board’s agenda throughout the year. Particular attention was given to operational risk, safety performance, capital allocation, and geopolitical exposure, recognising the demands placed on the business as activity levels increased.
Safety continues to be non-negotiable across all operations. The Board remains satisfied that management maintains a strong safety culture, reinforced by competence management, training, and Stop Work Authority, and that consistent standards are applied across all jurisdictions.
MedservRegis p.l.c.
Chairman’s Statement (continued)
For the Year Ended 31 December 2025
ii
Capital Discipline and Value Creation
The improvement in profitability during 2025 reflects both increased activity and a sustained focus on financial discipline. The Board remains committed to a balanced capital allocation framework centred on debt reduction, sustainable shareholder returns, and selective investment to support disciplined growth and diversification.
This approach is intended to enhance resilience, preserve financial flexibility, and support long-term value creation for shareholders.
Strategy and Outlook
As the Group enters 2026, it does so with a strong operational base and clear priorities. Continued offshore activity linked to Libya, consolidation of momentum in established markets, and carefully managed expansion into selected new geographies provide a coherent and credible growth pathway.
The Board supports management’s prudent approach to both brownfield expansion and greenfield entry, ensuring that growth is aligned with the Group’s risk appetite and delivered with the same focus on safety, compliance, and execution discipline that underpins the Group’s reputation.
While the external environment remains uncertain, the Board believes the Group is well positioned to navigate the period ahead.
Appreciation
On behalf of the Board, I would like to thank our employees across all locations for their professionalism, commitment, and resilience throughout the year. I also thank our clients and partners for their continued trust, often in demanding operating environments. Finally, I extend my appreciation to our shareholders for their ongoing support as the MedservRegis Group moves forward into its next phase of development.
David S. O’Connor
Chairman
28 April 2026
MedservRegis p.l.c.
Co-Chief Executive Officers’ Statement
For the Year Ended 31 December 2025
iii
Delivering at scale, strengthening our platform, building for 2026
2025 was a year of strong progress for the MedservRegis Group. Based on the year end position, revenues increased from €70 million in 2024 to €104.6 million in 2025, while EBITDA rose from €16.1 million to €22 million. Net profit after tax also strengthened materially, increasing from €2.1 million in 2024 to €5.5 million in 2025. This improved performance was supported by higher activity and disciplined execution across our operating locations. The year reinforced a core strength of our Group, our ability to mobilise quickly and deliver reliably in complex environments, while maintaining a clear focus on safety, compliance, and financial discipline. Our strong reputation in the market continued to translate into growth, with new contracts awarded in new territories.
Operational performance and key contributors
A defining feature of 2025 was the very significant increase of our operations in Malta, supporting operations in offshore Libya. This ramp up required sustained operational readiness, higher throughput across quayside and yard activities, and tighter coordination across teams and with our operational partners. The performance delivered in Malta reflects the capabilities we have built over time and the professionalism of our teams.
Cyprus also contributed positively to the Group’s results during 2025, supported by a long drilling campaign for one of the major operators in the country.
Iraq recorded a solid increase in activity volumes, and this momentum supported further investment to strengthen our local capacity and position for future demand. Egypt remained a strong contributor, demonstrating resilience and consistent delivery. Oman continued to perform well, and while volumes were not at the exceptional levels recorded in 2024, the country remained an important pillar for the Group.
We also closed the year on a positive note in Mozambique, with the lifting of TotalEnergies’ force majeure. This development marks a meaningful turning point for the market and creates clearer conditions for activity to resume during 2026.
Safety and execution discipline
Across the Group, safety remains non-negotiable. We continued to reinforce our safety culture, including Stop Work Authority, competence management, and training. In parallel, we kept tightening our operating discipline through better planning, improved controls, and a strong focus on “right first time” delivery. These fundamentals matter most when activity increases quickly, and they are central to sustainable performance.
MedservRegis p.l.c.
Co-Chief Executive Officers’ Statement (continued)
For the Year Ended 31 December 2025
iv
Financial performance and capital allocation
The results reflect improved operating leverage and stronger profitability in 2025. As profitability continues to build, we anticipate a significant improvement in operating cash flows in 2026.
Our capital allocation priorities remain consistent and balanced across three pillars, which we have communicated to stakeholders through 2025 and which we will continue to apply in 2026:
•Debt reduction, to strengthen resilience and reduce financing costs;
•Dividend distributions, to deliver sustainable shareholder returns;
•Growth investment and diversification, to widen our platform and capture new opportunities while staying disciplined.
Market context
The operating environment remains shaped by a combination of resilient energy demand, selective capital deployment, and a geopolitical environment that continues to affect supply chains and project timelines. In this context, the value of a dependable logistics and specialist services partner is clear. Our focus remains on being the organisation that clients trust to deliver safely, compliantly, and efficiently when and where it matters most.
Outlook for 2026
We enter 2026 with a strong operational base and clear priorities.
First, we expect Libya offshore drilling activity to remain strong, and we will stay focused on execution, capacity planning, and service quality to support continued demand.
Second, we will consolidate and deepen our position in our existing markets, building on the momentum recorded across Malta, Egypt, Iraq, and Oman, while maintaining disciplined risk management and consistent standards.
Third, we are positioned to progress our next phase of development.
In Suriname, we see 2026 as a return to a market where the Group already has an excellent track record, following a successful project delivered a few years ago. We know the operating environment and we will build from experience, relationships, and proven capability.
In Namibia, we are approaching the opportunity as a greenfield start up. At the same time, we can capitalise on our knowledge of the wider region, and on experience built through long standing operations in Angola, and regional exposure across Southern Africa including South Africa and Mozambique. Our focus will be to enter with prudence, build the right local platform, and scale in line with demand.
In the Kingdom of Saudi Arabia, we have invested in additional equipment in response to client demand, strengthening our operational presence in-country and enabling the continued growth of our niche service offering.
Finally, we look ahead to renewed potential in Mozambique in 2026, following the lifting of force majeure. We are preparing carefully so that we can respond quickly and safely as activity resumes.
MedservRegis p.l.c.
Co-Chief Executive Officers’ Statement (continued)
For the Year Ended 31 December 2025
v
Thanks
We would like to thank our teams across all locations for their commitment and professionalism throughout 2025. We also thank our clients and partners for their continued trust, often in demanding environments where delivery is critical. To our shareholders, thank you for your support as we continue to build a stronger, more resilient Group with a clear focus on performance, discipline, and sustainable growth.
Olivier Bernard and Karl Bartolo
Co-Chief Executive Officers
28 April 2026
MedservRegis p.l.c.
Statement of Corporate Social Responsibility
For the Year Ended 31 December 2025
vi
As the Group grows, from the Mediterranean and the Middle East, to now spanning the African continent, MedservRegis p.l.c (“MedservRegis” or the “Company”) recognises the impact of its global reach and scale. As the MedservRegis Group (the “Group”) broadens its geographic footprint, it does so with increased recognition of the responsibility to its network of stakeholders including partners, regulators, employees and the broader communities in which we all live and work.
Corporate governance
Maintaining integrity, ethical responsibility and reputation is a top priority at MedservRegis, one that is reliant on sound corporate governance. The Board of Directors sets high standards for the Group’s employees, officers and directors. In addition, it serves as the prudent fiduciary for the Company’s shareholders and is responsible for overseeing the management of the Group’s business. At MedservRegis, management ensures strict adherence to all applicable laws and practices fundamental to the business in every country it operates. As part of the Group’s risk framework, MedservRegis’ Financial Risk Committee reports to the Audit Committee and has oversight over risk management governance, risk management procedures and risk control infrastructure for the Group’s business and operations.
Environmental impact
Climate change is one of the defining issues of the time. MedservRegis strives for continual improvement of the environmental management system to conserve water and other natural resources, eliminate toxic and hazardous materials, prevent pollution, recover, reuse, and recycle materials. It addresses climate change by reducing the carbon footprint of its operations and services. The Group will continue to invest in conservation and work to reduce environmental footprint through renewable energy of photovoltaic panels, use water efficiently and responsible handling and disposal of hazardous waste.
Philanthropy
MedservRegis has engaged in a variety of philanthropic efforts to improve the local communities. The Group supports several global charitable organisations and has participated in volunteer opportunities related to environmental stewardship, reducing global hunger, promoting education and supporting equality.
For further information, please refer to the section “Social and Community Activities” within the “Statement by the Directors on non-financial information”.
Looking ahead
The Group’s approach to Corporate Social Responsibility is rooted in its core values and is applicable to the planet, people, and communities. MedservRegis considers each a key stakeholder to its business and remains focused on embedding sustainability throughout the organisation and beyond. Whether it’s reducing the carbon footprint of customers, supporting the development and inclusion of the global workforce, or giving back to the communities, the Group continues to believe that long-term sustainability is not simply being held responsible or benefiting the business, but is a requirement.
MedservRegis p.l.c.
Directors’ Report
vii
The directors have prepared this directors’ report for the Company in accordance with Article 177 of the Companies Act (Chapter 386, Laws of Malta) (the “Act”) including the further provisions as set out in the Sixth Schedule to the Act together with the financial statements of the Company for the year ended 31 December 2025.
Board of directors
Anthony S. Diacono
Carmelo (a.k.a. Karl) Bartolo
Laragh Cassar
David S. O’Connor
Olivier N. Bernard
Keith N. Grunow
Monica De Oliveira Vilabril
Jean Pierre Lhote
Principal activities
The Group’s principal activities, through its subsidiaries, consist of providing shore base logistics and engineering services to the offshore oil and gas industry and supply chain management for Oil Country Tubular Goods (OCTG) to support the onshore oil and gas industry. It also provides equipment, procurement, and specialised services to a wide range of customers, including national and international energy companies, drilling and mining companies, as well as product and equipment manufacturers and other heavy industry-related contractors across the globe, reaching the Mediterranean countries, Middle East, South America, sub-Saharan Africa including a number of emerging markets such as Mozambique, Uganda and Angola.
The Group operates under three trading names, namely ‘Medserv’ in the Mediterranean basin and the Caribbean Community and Common Market (CARICOM) region, ‘METS’ being Middle East Tubular Services in the Middle East region and ‘Regis’ in sub-Saharan market.
Review of business development
The Group delivered a strong performance in 2025, with a marked improvement in the second half of the year reflecting increased activity across key markets. Turnover increased from €44.72 million in the first half of the year to €59.89 million in the second half, representing a growth of 33.9%.
For the full year, the Group generated a profit after tax of €5.5 million (2024: €2.1 million), with adjusted EBITDA rising to €22 million (2024: €16.1 million). Operating cash inflows amounted to €15.44 million (2024: €17.77 million). EBITDA performance strengthened during the second half of the year, increasing from €10.84 million in the first half to €11.16 million, reflecting improved operational momentum and higher activity levels.
Revenue growth was primarily driven by the Integrated Logistics Support Services (ILSS) segment, which increased significantly from €36.94 million in 2024 to €70.27 million in 2025. This growth was largely attributable to the commencement of offshore drilling operations in Libya, resulting in a 219% increase in revenue generated from the Maltese shore base compared to the prior year.
In Libya, the Group was also awarded a contract for the management of a supply base in Misurata, which became operational during the fourth quarter of the year, further strengthening its presence in the country.
MedservRegis p.l.c.
Directors’ Report (continued)
viii
The ILSS segment in the Eastern Mediterranean region, comprising operations in Egypt and Cyprus, remains well diversified, with the Group continuing to provide services to multiple international energy companies. In Egypt, the Group continues to service its two main clients and has secured an additional contract with an existing client for the provision of site support services in Abu Qir. In Cyprus, activity during the year was driven by a two-well offshore drilling campaign, which commenced in January 2025 and was completed in early July 2025, contributing to the overall growth of the segment. The business has maintained a strong pipeline through contract renewals and ongoing tendering activity, supporting continued growth prospects in the region.
The OCTG segment, comprising the Group’s Middle East operations, also recorded improved performance compared to the previous year. During 2025, the segment expanded into Saudi Arabia, securing a long-term contract with a leading global manufacturer and supplier of premium steel pipe products. This development marks a key milestone in the Group’s strategy to grow its presence in the Middle East.
Operations in Mozambique and the Caribbean remained subdued during the reporting period, although these regions continue to represent important growth opportunities. In Mozambique, a significant milestone was reached with the formal lifting of force majeure by TotalEnergies on its $20 billion LNG project in late 2025. This development marks the restart of construction activities following the suspension in 2021. The Group has already begun to see a gradual improvement in activity levels in Mozambique, although recovery is expected to be progressive.
Sub-Saharan Africa and the Americas continue to represent key strategic growth frontiers. In Guyana, the Group has established a start-up operation, with equipment in place to support the rapidly expanding offshore oil and gas sector. With major developments led by ExxonMobil and supported by contractors such as Saipem, Guyana remains one of the fastest-growing energy markets globally, positioning the Group favourably for future opportunities.
In Suriname, the Group signed two agreements during the year with a leading international engineering and drilling contractor for the provision of shore base logistics and marine agency services. These agreements, which will commence in 2026 and run until 2029, are expected to underpin the Group’s entry into the market and strengthen its presence in the Caribbean region.
Namibia has also emerged as a promising new frontier following recent offshore discoveries by major international operators. During the year, the Group established a local presence and appointed a business development manager to position itself early in this high-potential market.
Overall, the Group enters 2026 with a strengthened operational and financial position, supported by a growing project pipeline, expanded geographic footprint, and continued focus on capturing opportunities in both established and emerging energy markets.
Business Model
The Company’s main objectives are focused on sustainable growth and registering profits. The strategy being adopted by the Company to achieve these objectives is a combination of securing growth opportunities in its core business, unlocking value with other key players in the supply chain as well as streamlining the business processes.
 
This operating culture is implemented through the Board of Directors’ oversight of management’s implementation of corporate strategy and financial objectives by reference to several criteria, including revenue, Adjusted EBITDA, projected earnings, country by country analysis and other anticipated criteria.
 
The Board of Directors sets the policy which then defines the requirement of the corporate management standards. Presently the Company’s corporate management system consists of fourteen key standards which are to be followed by its employees in their day-to-day operations.
MedservRegis p.l.c.
Directors’ Report (continued)
ix
The Board of Directors continues to instil a drive for growth within a business environment where our employees need to act in an exemplary manner in the following areas: health, safety, security, environment, social and governance in all their forms. It is through strict adherence to these values and to this course of action that the Company intends to build strong and sustainable growth for itself and for all its stakeholders.
Additionally, the Board sets non-financial smart objectives and targets on an annual basis to support continuous improvement of its Business Model. Progress and oversight of these non-financial smart objectives and targets is carried out through an internal audit programme and a reporting environment.
 
In order to evaluate the business management system, the Company is certified by international standards including ISO9001 Quality Management System, ISO14001 Environmental Management Systems, ISO28001 Security Management System, ISO45001 Health Safety Management System, and which are part of a surveillance audit plan by an external accredited body.
Principal risks and uncertainties
The Board considers the nature and the extent of the risk profile that is acceptable to the Board and the impact these risks pose to the Group. The most important strategic, corporate and operational risks, as well as uncertainties identified together with the actions taken by the Group to reduce these risks, are listed below:
Concentration risk: The Group’s business is heavily dependent on relatively few customers both in the shore base logistics and OCTG. The Group’s objective continues to be to increase client spread within the oil and gas industry. The strategic development team is continuously working to secure business with new International Energy Companies (IECs) and in new countries. The Company is also marketing its services to various energy industries and using its key assets to service non-oil and gas business in order to reduce its concentration on the oil and gas industry.
  
Political risk: The Group’s results may be significantly impacted, either positively or negatively, by political developments in the jurisdictions in which it operates. Regulatory and environmental decisions, as well as political instability, may delay, disrupt, or cancel projects. In Libya, fiscal and economic conditions remained fragile during the year, characterised by inflationary pressures and continued political uncertainty, although offshore activity has shown signs of recovery. In Iraq, the political and security environment has continued to improve, supporting a more stable operating landscape. Mozambique remains exposed to security risks, although recent developments, including the lifting of force majeure on major LNG projects, signal a gradual improvement in the operating environment. The Group now operates in fourteen jurisdictions across Europe, Africa, the Middle East, and the Americas, and continues to diversify its geographic footprint as a means of mitigating concentration risk. The ongoing war involving Iran has introduced heightened geopolitical risk in the Middle East, particularly due to disruptions in the Strait of Hormuz, a critical global energy and shipping corridor. The conflict has led to significant reductions in maritime traffic, attacks on commercial vessels, and increased volatility in global energy markets, with oil prices reacting sharply to supply concerns. These developments have the potential to impact supply chains, increase transportation and insurance costs, and create delays in the movement of goods and equipment across the region. The war in Ukraine has not had a material impact on the Group’s operational capacity, financial performance, or financial position, and no direct or indirect effects on the business are currently anticipated. Similarly, while the ongoing conflict in the Gaza Strip and broader tensions in the Middle East have not materially impacted the Group’s operations, recent incidents involving attacks on vessels in the Gulf of Aden and the wider region have caused some supply chain delays. Notwithstanding these challenges, such developments have also led to increased demand for the Group’s OCTG repair and maintenance services, demonstrating the Group’s resilience and adaptability in a complex geopolitical environment.
MedservRegis p.l.c.
Directors’ Report (continued)
x
Regulatory and environmental risk: The Group operates in fourteen jurisdictions which are highly regulated, and all have their own unique compliance frameworks. Environmental risks arise from exposures to activities that may cause or are affected by environmental degradation, such as pollution. An infringement in any of these laws and regulations may have significant liabilities and tarnish the Group’s brands, being Medserv, Regis and METS.
Oil price: Oil service companies tend to have greater volatility of earnings than oil majors, given their sensitivity to the capital spending plans of oil explorers, which wax and wane with oil prices. Similar to other players in the industry, an increase in oil prices would directly benefit the Group from increased services required by oil companies in preparation of the oil exploration, development and production. On the other hand, as oil prices decline, energy production companies focus their efforts on increasing operating efficiencies, these actions apply downward pressure on the rates charged by drillers, oilfield services companies, and other suppliers such as the Group entities. Accordingly, the Group’s profit margins may be tightened due to such weakened demand for the services offered and heightened industry competition to maintain market share. The Group is always striving to reduce this risk by investing in countries where cost of oil production is low, primarily in the Middle East. Also, the Group’s strategy is to increase the number of services offered.
Financial risk management: The Group has exposure to a variety of financial risks, namely credit risk, liquidity risk, market risk (including changes in foreign exchange rates, interest rates and market prices) and operational risk arising from the Group’s international operations. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. A detailed review of the risk management policies employed by the Group is included in Note 31 to the financial statements.
Financial performance
The Group’s turnover for the year amounted to €104,607,389. The Adjusted EBITDA of the Group amounted to €21,995,989. After recognising depreciation amounting to €8,437,840, amortisation of intangible assets of €1,238,414, an impairment loss on assets held for sale of €66,786 and net impairment loss on property, plant and equipment amounting to €94,944, the Group generated an operating profit amounting to €12,158,005. After deducting the net finance costs amounting to €4,639,556, the Group registered a profit before tax of €7,518,449. Profit for the year after accounting for taxation amounted to €5,502,500.
Net cash generated from operations remained stable across the entire Group and during the year amounted to €14,755,172.
Revenue
The Group’s revenue was generated as follows:
Operating Segment %
Integrated Logistics Support Services (ILSS) 67.2%
Oil Country Tubular Goods (OCTG) 32.4%
Photovoltaic income0.4%
MedservRegis p.l.c.
Directors’ Report (continued)
xi
Cost of sales and administrative expenses
The cost of sales of the Group for the year amounted to €74,427,994. Cost of sales also include amortisation of intangible assets of €1,238,414, net impairment loss on assets held for sales of €66,786 and net impairment loss on property, plant and equipment amounting to €94,944.
Other income amounting to €1,043,119 is mainly made up of the foreign exchange differences during the year and an increase in the fair value of the financial assets at fair value through profit or loss. In addition, during the year, the Group continued its investment in its business development with the objective of participating in new tenders as opportunities presented themselves.
The Group - Financial key performance indicators from continuing operations
Year2025Year2024
€ Million€ Million
Total turnover104.6170.01
- Integrated Logistics Support Services (ILSS)70.2736.94
- Oil Country Tubular Goods (OCTG)33.8732.60
- Photovoltaic Farm0.470.47
Adjusted EBITDA22.0016.10
Profit from continuing operations5.502.10
Net cash generated from operating activities14.7617.40
Cash and cash equivalents19.3416.95
Total Equity58.4557.61
Balance sheet total158.27145.75
Capital expenditure(5.32)(4.88)
Adjusted EBITDA margin in %21.03%23.00%
Net debt to Adjusted EBITDA2.493.26
Debt to total Equity ratio*1.281.24
EPS in €0.05100.0184
Average number of employees for the year924834
*Debt to total equity ratio is the proportion of the total of loans and borrowings, lease liabilities and bank overdraft to total equity
Financial position
The consolidated equity attributable to the owners of the Company as at 31 December 2025 amounted to €57.34 million. The equity attributable to the owners of the Company as at 31 December 2025 amounted to €27.18 million.
Dividends
 
On 30 June 2025, the Company paid a final gross and net dividend of €1,500,000 in respect of the financial year ended 31 December 2024. This is equivalent to a gross dividend of €0.014758 per share and a net dividend of €0.014221 per share for shareholders subject to a 15% withholding tax.
A gross interim dividend of €1,000,000 was paid on 28 November 2025. This is equivalent to a gross dividend of €0.009839 per share and a net dividend of €0.008363 per share for shareholders subject to a 15% withholding tax.
MedservRegis p.l.c.
Directors’ Report (continued)
xii
The Board of Directors is recommending the payment of an additional gross dividend for the year under review of €1.5 million, equivalent to €0.014758 per share, which dividend shall be paid after year end. Subject to the approval at the Annual General Meeting, the final gross dividend paid in respect of the financial year ended 31 December 2025 would amount to €2.5 million, equivalent to a gross dividend of €0.024597 per share (a net dividend of €0.023121 per share for those shareholders subject to a 15% withholding tax).
These financial statements do not reflect this proposed dividend which will be accounted for in shareholders’ equity as an appropriation of retained earnings in the year ending 31 December 2025.
MedservRegis p.l.c.
Directors’ Report (continued)
xiii
Events occurring after the end of the accounting period
On 5 February 2026, the Company redeemed in full the remaining balance of the 5.75% USD unsecured bonds bearing ISIN MT0000311242 and the 4.50% EURO unsecured bonds bearing ISIN MT0000311234 in issue pursuant to a prospectus dated 21 December 2015 (the “2015 Bonds”). The redemption was financed through a combination of funding sources consisting of (i) internal funds generated from Group subsidiaries, (ii) proceeds from a new secured bank loan amounting to €2,300,000, bearing interest at 4.50% per annum and repayable quarterly over a five-year term maturing in 2031, and (iii) net proceeds of €6 million from the issuance by the Company of up to the Euro equivalent of €25,000,000 in EUR and USD unsecured bonds due 2031 – 2036 in terms of a prospectus dated 20th October 2025 (the “2025 Bond Issue”). The proceeds from the 2025 Bond Issue primarily comprised subscription amounts from existing holders of the 2015 Bonds who elected to participate in the exchange offer offered by the Company in terms of the 2025 Bond Issue and surrender the 2015 Bonds held by them in favour of the Company in exchange for new bonds issued pursuant to the 2025 Bond Issue of the same currency (EUR or USD, as applicable). The Company also received subscriptions from authorised financial intermediaries pursuant to the intermediaries’ offer launched by the Company in connection with the 2025 Bond Issue for any new bonds issued pursuant to the 2025 Bond Issue not subscribed for by existing holders of the 2015 Bonds (see note 27.4).
Subsequent to the year end, hostilities escalated involving Iran, leading to heightened geopolitical tensions across the Middle East. These developments have contributed to volatility in energy markets, foreign exchange rates, and commodity prices, given the strategic importance of the region to global oil and gas supply, and may result in increased operating costs, supply chain disruptions, and broader inflationary pressures. The Group operates through subsidiaries in Iraq, Oman, the United Arab Emirates, and the Kingdom of Saudi Arabia and, through its METS division, has implemented immediate precautionary measures to protect its people and strategic assets. The Board of Directors are monitoring closely the situation and maintaining close contact with local authorities. However, as at the date of approval of these financial statements, operations have not been materially disrupted. Given the uncertainty surrounding the duration and potential outcomes of the conflict, it is not currently possible to reliably estimate any future financial impact on the Group.
In January 2026, the Group transferred 10% interest in Medserv Egypt Oil and Gas Services J.S.C. to the minority shareholder, decreasing its ownership from 80% to 70%.
Outlook
The oil and gas industry continues to be shaped by four fundamental forces: geopolitics, economic conditions, evolving regulatory frameworks, and technological advancements. These dynamics influence global production levels, pricing structures, investment decisions, and the pace of the energy transition.
Global oil demand remains strong, supported by recovering economies and continued reliance on hydrocarbons, particularly in fast-growing markets such as China, India and Brazil. While the growth rate is expected to moderate, demand for oil and gas is projected to remain robust, complemented by the continued expansion of natural gas as a transitional energy source. At the same time, adoption of renewable energy and electric vehicles continues to accelerate, underscoring the coexistence of traditional and renewable energy sources and the regional complexity of the energy transition.
Market sentiment is supported by sustained oil and gas prices, healthy industry balance sheets, and continued capital expenditure in upstream projects. Large-scale investments are being deployed across both mature and emerging basins, with the Eastern Mediterranean, West Africa, South America, and select Middle East markets attracting renewed attention. The formal lifting of the force majeure on the Mozambique LNG project signals a major resumption of construction activity, offering the Group opportunities to participate in large-scale developments. Similarly, offshore drilling projects in Libya, ongoing operations in Cyprus and Egypt, and new ventures in Suriname and Guyana are expected to provide growth and operational momentum for the Group.
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Geopolitical developments continue to influence the market. The ongoing conflict involving Iran and the strategic situation in the Strait of Hormuz highlight the potential for supply chain disruptions, elevated shipping risks, and volatility in global energy prices. The war in Ukraine, instability in parts of the Middle East, and localized tensions in regions such as the Gulf of Aden also underscore the importance of risk management and operational resilience. These factors are expected to influence project timelines and market behaviour in the short to medium term.
Overall, the Group is well positioned to benefit from these market dynamics. Its diversified geographic footprint, strengthened operational capabilities, and secured client contracts across multiple regions provide a solid platform for growth. In 2026, the Group expects continued expansion in Libya, Mozambique, Suriname, and Guyana, alongside strategic development in the Eastern Mediterranean and Middle East, enabling it to capture opportunities arising from both traditional oil and gas projects and the evolving energy landscape.
Going concern
As required by Capital Markets Rule 5.62, upon due consideration of the Group’s and Company’s performance and statement of financial position, capital adequacy and solvency, the directors remain confident about the Group’s and Company’s ability to continue operating as a going concern for the foreseeable future.
Corporate Sustainability Reporting Directive (CSRD)
The Corporate Sustainability Reporting Directive (“CSRD”) entered into force in January 2023, strengthening the existing rules on non-financial or sustainability reporting introduced in the Accounting Directive by the Non-Financial Reporting Directive (“NFRD”)/CSRD. Under the CSRD, entities meeting the reporting criteria for the first year, such as the local group, were expected to report with effect from the 2024 financial year end. On 13 February 2026, the CSRD was transposed into local legislation by virtue of the Corporate Sustainability Reporting Regulations (L.N. 39 of 2026) however, to date, the local regulations are not yet in force.
On 24 February 2026, Directive (EU) 2026/470 (the “Omnibus I Directive”) was published in the Official Journal of the European Union and entered into force on 18 March 2026. The Omnibus I Directive revises the reporting thresholds under the CSRD, limiting the scope of application to undertakings with an average of over 1,000 employees and €450 million in net turnover during the reporting period. This change aims to focus mandatory sustainability reporting on the largest organizations, thereby reducing the administrative burden and improving proportionality, while ensuring that entities with the most significant ESG impacts are held to higher standards of transparency and accountability. To date, the amendments introduced by the Omnibus I Directive have not been transposed into local legislation.
Management and the Board are closely monitoring the developments at EU and local level. This vigilance involves scrutinizing legislative updates, interpreting potential impacts on reporting obligations. By staying informed and agile in response to these regulatory shifts, management and the Board aim to ensure the group remains compliant and well-prepared for any changes.
The non-financial disclosures in terms of the requirements of the Sixth Schedule to the Maltese Companies Act (Cap. 386) are included in the Statement of the Directors on non-financial information on page xxi.
Auditors
PricewaterhouseCoopers Malta expressed their willingness to continue in office. A resolution proposing the reappointment of PricewaterhouseCoopers as auditors of the Company will be submitted at the forthcoming annual general meeting.
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Directors’ Report (continued)
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DISCLOSURE IN TERMS OF THE CAPITAL MARKETS RULES
Dividends:The shares carry the right to participate in any distribution of dividend declared by the Company.
Voting rights:Each share shall be entitled to one vote at meetings of shareholders.
Pre-emption rights:Subject to the limitations contained in the memorandum and articles of association, shareholders in the Company shall be entitled, in accordance with the provisions of the Company’s memorandum and articles of association, to be offered any new shares to be issued by the Company, a right to subscribe for such shares in proportion to their then current shareholding, before such shares are offered to the public or to any person not being a shareholder.
Capital distributions:The shares carry the right for the holders thereof to participate in any distribution of capital made whether on a winding up or otherwise. 
Transferability:The shares are freely transferable in accordance with the rules and regulations of the Malta Stock Exchange, applicable from time to time.
Other:The shares are not redeemable and not convertible into any other form of security.
Mandatory takeover bids:Chapter 11 of the Capital Markets Rules, implementing the relevant Squeeze-Out and Sell-Out Rules provisions of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, regulates the acquisition by a person or persons acting in concert of the control of a company and provides specific rules on takeover bids, squeeze-out rules and sell-out rules. The shareholders of the Company may be protected by the said Capital Markets Rules in the event that the Company is subject to a Takeover Bid (as defined therein). The Capital Markets Rules may be viewed on the official website of the Malta Financial Services Authority – www.mfsa.com.mt.
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Holdings in excess of 5% of the share capital:On the basis of the information available to the Company as at the 31 December 2025, the following persons hold 5% or more of its issued share capital:Shareholder%No of Ordinary SharesSiger Trust28.042%28,500,738Renaissance Trust21.998%22,358,079Estate of Anthony J. Duncan16.726%17,000,000Anthony S Diacono13.227% 13,443,654As far as the Company is aware, no other person holds any direct or indirect shareholding in excess of 5% of its total issued share capital. The shares held in the Estate of Anthony J. Duncan were transmitted causa mortis to Mr Duncan’s universal heir, Mrs Charlotte Lee Gough, on the 17 April 2026.
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Appointment/Replacement of Directors:In terms of the memorandum and articles of association of the Company, the directors of the Company shall be appointed by the shareholders in the annual general meeting as follows:(a)Any shareholder/s who, in the aggregate, holds not less than 0.5% of the total shares having voting rights in the Company shall be entitled to nominate a fit and proper person for appointment as a director of the Company. The directors themselves or a committee thereof, as from 14 April 2026, the Remuneration and Nomination Committee, may make recommendations and nominations to the shareholders for the appointment of directors at the next following annual general meeting.(b)Shareholders are granted a period of at least fourteen (14) days to nominate candidates for appointment as Directors. Such notice may be given by the publication of an advertisement in at least two (2) daily newspapers. All such nominations, including the candidate’s acceptance to be nominated as director, shall on pain of disqualification be made on the form to be prescribed by the Directors from time to time and shall reach the Office not later than fourteen (14) days after the publication of the said notice (the “Submission Date”); provided that the Submission Date shall not be less than fourteen (14) days prior to the date of the meeting appointed for such election. Nominations to be made by the Directors or any sub-committee of the Directors appointed for that purpose shall also be made by not later than the date established for the closure of nominations to shareholders. (c)In the event that there are either less nominations than there are vacancies on the Board or if there are as many nominations made as there are vacancies on the Board, then each person so nominated shall be automatically appointed a director.(d)In the event that there are more nominations made, then an election shall take place. After the date established as the closing date for nominations to be received by the Company for persons to be appointed directors, the directors shall draw the names of each candidate by lot and place each name in a list in the order in which they were drawn. The list shall be signed by the Chairman and the Company Secretary for verification purposes.
(e)On the notice calling the annual general meeting at which an election of directors is to take place there shall be proposed one resolution for the appointment of each candidate in the order in which the names were drawn, so that there shall be as many resolutions as there are candidates. The directors shall further ensure that any Member may vote for each candidate by proxy.
(f)At the general meeting at which the election of directors is to take place the Chairman shall propose the name of each candidate as a separate resolution and the shareholders shall take a separate vote for each candidate (either by a show of hands or through a poll). Each shareholder shall be entitled, in the event of a poll, to use all or part only of his votes on a particular candidate.
(g)Upon a resolution being carried, the candidate proposed by virtue of that resolution shall be considered elected and appointed a director. No further voting shall take place once enough resolutions have been
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passed to ensure that all vacancies on the Board have been filled, even if there are still candidates with respect to whom a resolution has not yet been called.
(h)Shareholders may vote in favour or against the resolution for the appointment of a director in any election, and a resolution shall be considered carried if it receives the assent of more than 50% of the shareholders present and voting at the meeting.
(i)Unless a shareholder demands that a vote be taken in respect of all or any one or more of the nominees, in the event that there are as many nominations as there are vacancies or less, no voting will take place and the nominees will be deemed appointed directors.
(j)Subject to the above, any vacancy among the directors may be filled by the co-option of another person to fill such vacancy. Such co-option shall be made by the Board of Directors and shall be valid until the conclusion of the next annual general meeting.
(k)Any director may be removed, at any time, by the Member or Members by whom he was appointed. The removal may be made in the same manner as the appointment.
(l)Any director may be removed at any time by the Company in general meeting pursuant to the provisions of article 140 of the Act.
Amendment to the Memorandum and Articles of Association:
In terms of the Act, the Company may by extraordinary resolution at a general meeting alter or add to its memorandum or articles of association. An extraordinary resolution is one where:
(a)it has been taken at a general meeting of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given;
(b)it has been passed by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares issued by the Company represented
and entitled to vote at the meeting and at least fifty-one per cent (51%) in nominal value of all the shares issued by the Company and entitled to vote at the meeting.
If one of the aforesaid majorities is obtained but not both, another meeting shall be duly convened within 30 days to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less than 75% in nominal value of the shares issued by the Company represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares issued by the Company having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.
Board Members’ Powers:
The directors are vested with the management of the Company, and their powers of management and administration emanate directly from the
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memorandum and articles of association and the law. The directors are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts, sue and be sued in representation of the Company. In terms of the memorandum and articles of association they may do all such things that are not by the memorandum and articles of association reserved for the Company in general meeting. In particular, the directors are authorised to issue shares in the Company with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the directors may from time to time determine, as long as such issue of equity securities falls within the authorised share capital of the Company. Unless the shareholders otherwise approve in a general meeting, the Company shall not in issuing and allotting new shares:
(a)allot any of them on any terms to any person unless an offer has first been made to each existing shareholder to allot to him at least on the same terms, a proportion of the new shares which is as nearly as practicable equal to the proportion in nominal value held by him of the aggregate shares in issue in the Company immediately prior to the new issue of shares; and
(b)allot any of them to any person upon the expiration of any offer made to existing shareholders in terms of a) above. Any such shares not subscribed for by the existing shareholders may be offered for subscription to the general public under the same or other conditions which however cannot be more favourable to the public than offer made under (a).
Furthermore, the Company may, subject to such restrictions, limitations and conditions contained in the Companies Act, acquire its own shares.
Pursuant to Capital Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.7, 5.64.10 and 5.64.11 it is hereby declared that, as at 31 December 2025, none of the requirements apply to the Company.
Pursuant to Capital Markets Rule 5.64.6
The Group is required to obtain the consent of its bankers prior to any declaration of dividends.
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Pursuant to Capital Markets Rule 5.70.1
There were no material contracts to which the Company, or any of its subsidiaries was a party, and in which anyone of the Company’s directors was directly or indirectly interested.
Pursuant to Capital Markets Rule 5.70.2
Company Secretaries:Dr Laragh Cassar LL.D.Dr Nicola Jaccarini LL.D.
Registered Office of Company:Port of MarsaxlokkBirzebbugia BBG 3011Malta
Company Registration Number:C28847
Telephone:(+356) 2220 2000
Approved by the Board of Directors on 28 April 2026.
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Statement of the Directors pursuant to Capital Markets Rule 5.68
xxi
To the best of the knowledge of the directors:
(i)the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
(ii)the Directors’ report includes a fair review of the performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the Board of Directors on 28 April 2026 by David S. O’Connor (Chairman) and Olivier Bernard (Co-Chief Executive Officer) as per Directors’ Declaration on ESEF Annual Report submitted in conjunction with the Annual Report 2025.
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Statement by the Directors on non-financial information
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Non-financial disclosures in terms of the requirements of the Sixth Schedule to the Maltese Companies Act (Cap. 386)
Introduction
This report details the various actions taken by MedservRegis p.l.c. (the “Company”) as the parent company, and its subsidiaries (the “Group”) to enhance sustainability in terms of its operations and its activities related to corporate responsibility.
As described in more detail in the annual report, the Group provides onshore logistics services and engineering for Oil and Gas under ILSS and supply chain management for Oil Country Tubular Goods (OCTG).
The Group strives to integrate all aspects of sustainability into its operations, considering:
1.Environmental impacts, and the actions that can be taken to reduce them.
2.Social responsibility; and
3.Governance to oversee the implementation of practices in relation to the above.
The Group aims and strives to achieve the highest sustainability standards in the best way possible. It ensures that the resulting benefits are shared by its shareholders, clients and the community at large.
This report will delve into the ways the Group implements policies related to environmental protection, social responsibility, treatment of employees, respect for human rights, anti-corruption and bribery.
Sustainability
The Group considers value creation beyond its shareholders, capturing also its customers and the community at large, with the intention of delivering the highest standards to all stakeholders.
The Group is working to progressively enhance both its sustainability practices, and its continued awareness about the importance of such matters throughout its operations worldwide.
The concept of sustainability is firmly becoming a key part of the business, fully understood by its employees.
Governance
To successfully implement the designed sustainability practices across the Group and achieve the desired goals, the Group believes that strong governance processes are necessary. Appropriate governance oversight ensures that sustainability topics are fully integrated into the way the Group conducts its business as opposed to being seen as a separate matter.
The Board is responsible for determining the strategic priorities of the Group and considers sustainability issues as an integral part of the business review.
The Audit Committee assists the Board in providing focused oversight for the Group’s policies and related risks.
The Audit Committee met 4 times during 2025 with detailed minutes being kept of all proceedings and decisions taken.
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Risk Management
The Group is committed to conducting business in a safe and responsible manner, whilst also achieving customer, stakeholder and interested party feedback and satisfaction.
To ensure this, the Group implemented its Corporate Health, Safety, Security, Environment and Quality (‘HSSEQ’) Management System which outlines the required performance standards for the systems, processes, and procedures to effectively manage and implement HSSEQ within the Group. These HSSEQ standards also establish the required performance objectives which enable the Group to achieve this commitment and to ensure that all activities are conducted consistently. The HSSEQ standards also define our risk management processes and responsible officials.
Business risk mitigation
The Group’s business model is based on the International Oil and Gas Producers Operating Management System Standards (‘IOGP’). This operating system is an industry specific Global Oil and Gas Operating System that is adopted by many industry majors and other suppliers and contractors that are part of the supply chain. Due to the nature of our services and risks associated with our operating activities, the focus is on health, safety, environmental, security and quality standards.
Throughout the various continents in which the Group operates, it provides hazardous and high-risk services such as lifting operations and movement and handling of dangerous substances. The business risk focus area is on our high-risk areas of operations and is what drives our management system standards.
The current management system is considered an integrated operating management system. This means it has many management systems within an integrated framework. These include occupational health system, environmental system, security system, quality system, competency system and all feed our ESG reporting requirements.
The management system is also implemented at each of the Group’s operating entities. This provides standardization across the entire portfolio of operations which also brings efficiencies across the whole Group. It also supports collaborative planning and the sharing of positive and negative business failures and supports continual improvement by providing results of performance across the whole Group. This allows for review of the decisions to be taken in respect of improvements and SMART objectives.
The below list provides the corporate management standards for HSSEQ within the Group.
STANDARD 1 – LEADERSHIP & COMMITMENT
STANDARD 2 – POLICY & STRATEGIC OBJECTIVES
STANDARD 3 – ORGANISATION & COMMUNICATION
STANDARD 4 – HAZARDS & EFFECTS MANAGEMENT
STANDARD 5 – PURCHASING & CONTRACTOR MANAGEMENT
STANDARD 6 – DESIGN, OPERATIONS & MAINTENANCE
STANDARD 7 – INCIDENT INVESTIGATION & REPORTING
STANDARD 8 – EMERGENCY MANAGEMENT
STANDARD 9 – OCCUPATIONAL HEALTH & SAFETY
STANDARD 10 – ENVIRONMENTAL MANAGEMENT
STANDARD 11 – SECURITY MANAGEMENT
STANDARD 12 – DOCUMENT CONTROL & LEGAL REQUIREMENTS
STANDARD 13 – CHANGE MANAGEMENT
STANDARD 14 – PERFORMANCE MONITORING ASSESSMENT & REVIEW
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Statement by the Directors on non-financial information (continued)
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The purpose of these standards is to:
-Implement the HSSEQ Policy,
-Formalise the expectations for the development and implementation of a specific and detailed HSSEQ management system,
-Provide a risk based HSSEQ framework consistent with ISO 9001, ISO 14001, ISO 45001 and IOGP HSE System Guidelines,
-Provide auditable criteria against which the HSSEQ Management System across MedservRegis can be measured,
-Drive continual improvement of the HSSEQ Management System.
Risk Management responsibilities are as follows:
Executive Officers:
-Ensure MedservRegis HSSEQ Policy is followed.
-Provide the required infrastructure and commitment for resourcing to effectively manage HSSEQ throughout the MedservRegis Group.
MedservRegis HSSEQ Executive Committee, Group HSSEQ Manager:
-Approve MedservRegis Group HSSEQ organization chart and Group level HSSEQ resourcing strategies.
-Develop and organize the MedservRegis HSSEQ Group HSSEQ Roles and Responsibilities.
-Develop and approve the RACI Chart.
-Overview of the MedservRegis HSSEQ Group Roles and Responsibilities.
MedservRegis Managers:
-Identify resource staffing strategies and requirements.
-Approve personal HSSEQ requirements.
-Approve staffing plans, organisational charts and position profiles.
-Ensure organisational charts are developed and maintained current.
-Monitor and ensure customer and interested party satisfaction.
HSSEQ Managers/Coordinators, Leaders and Specialists:
-Review and audit position profiles and changes of HSSEQ requirements.
Human Resources Department:
-Ensure that position profiles are prepared and maintained.
-Provide recruitment and qualified candidates.
-Communicating the position profiles to employees.
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Statement by the Directors on non-financial information (continued)
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Ethical Conduct
Whistleblower policy
The Group’s set of values underpins its high standards of ethical conduct. It respects human rights, embraces diversity and stands firm against corruption. The Group’s Whistleblower Policy was prepared during 2022 and has been in force and in effect since Q2 2023 (with a minor update in April 2026), across all jurisdictions in which the Group operates. The Whistleblower Policy defines what is considered improper practice, procedures for employees to submit a disclosure, and other considerations including anonymity, confidentiality, protection provided by the policy and under the law. The Whistleblower Policy outlines a Whistleblowing Reporting Officer and their specific responsibilities under the Whistleblower Policy.
The primary objective of the policy is to establish procedures and protection which allows employees of the Group and members of the public to act on suspected fraud or corruption, which is also considered to comprise any instances of bribery, with potentially adverse ramifications and to achieve the legitimate business objectives of the Group for the benefit of its shareholders.
The Policy also outlines the systems that facilitate reporting of misconduct and the procedures to investigate and resolve malpractices. As a Group which values good governance, we remain committed to ensuring that staff act with utmost integrity through training and well-defined guidelines and procedures.
GDPR Policy
The Group’s GDPR policy extends the scope of EU data protection law to all foreign companies processing data of EU residents. It provides for a harmonization of the data protection regulations throughout the EU, thereby making it easier for non-European companies to comply with these regulations.
The Group considers personal data as any information relating to an individual, whether it relates to the individual’s private, professional or public life. It can be anything from a name, a home address, a photo, an email address, bank details, posts on social networking websites, medical information, or a computer’s IP address.
The Group’s GDPR policy outlines key responsibilities for individuals throughout the Group, principally lying with the data protection officer but also extending to all employees across various teams. The GDPR policy is based on key data protection principles which govern the collection, use, retention, transfer, disclosure, and destruction of personal data. The policy further comprises a GDPR compliance framework with procedures for notifying data subjects with information on the processing of their personal data, the processing of special categories of data, data retention, and data subject requests transfers between Group entities, amongst others.
The governance around data privacy is expected to be strengthened with Board reporting on data protection responsibilities, risks and issues, and the consolidation of control structures established to ensure that the Group, its employees and third parties are aware of their respective obligations under the GDPR and other data protection legislation.
The conditions for consent have been expanded in terms of GDPR. In particular, the Group needs to be able to demonstrate clearly how the individual provided consent to data processing. Mechanisms for obtaining and documenting consent are thoroughly reviewed and amended as appropriate to reflect the additional requirements of GDPR.
The information disclosure requirements have expanded considerably, and in particular, individuals need to be informed of the legal basis for processing their data, their rights as data subjects, data retention periods and that they have a right to complain to The Office of the Information and Data
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Protection Commissioner if they believe there is a problem with the way their data is being handled. Privacy notices are reviewed and amended to reflect the additional requirements of the GDPR.
Social and Employee matters:
Employees
In 2025, the Group employed 973 individuals (2024: 866), comprising both full-time employees ('FTE') and temporary employees ('PTE'), excluding the Board of Directors. Of these, FTEs totalled 962 (2024: 860), while PTEs amounted to 11 (2024: 6) individuals. Male staff members in 2025 numbered 901 (2024: 802) individuals, accounting for 92.6% (2024: 92.6%) of the FTE workforce for the year.
 
In terms of gender representation across all roles:
-Management positions were held by 13.3% female employees in 2025 (compared to 8.75 % in 2024).
-Administrative and clerical roles had 31.5% female representation (down from 33.6% in 2024).
-Operational roles (yard, drivers, security, and cleaning workers) included 1.5% female representation, a slight decrease from 2% in 2024. Overall, the female workforce represented 7.4% of employees, being the same as 7.4% in 2024.
 
The historically male-dominated nature of the oil and gas services industry, coupled with fewer women pursuing relevant programs or qualifications, continues to result in a smaller female candidate pool. Challenges such as remote work locations, physically demanding environments, and long hours away from home further deter female applicants.
 
Among Maltese nationals employed in 2025 (both FTE and PTE roles and across various jurisdictions), 96 individuals were employed (an increase from 70 in 2024), with males accounting for 79.2% of this workforce (80% in 2024).
Foreign national employees during the year numbered 877 (764 in 2024), with males comprising 94.1% of this demographic (93% in 2024). Notably, 64.1% of employees in the Group’s operational countries were local hires.
Employees – Training and competency
The Group values all its employees’ contribution and fully embraces the growth of skills, knowledge, and experience through training and development initiatives.
 
The Group’s Competency Management System consists of the following pillars:
-Recruitment Process to engage the best candidates for each role
-Detailed Job Descriptions outlining essential competencies required for the position
-Site specific training matrices identifying the competency requirements for individual locations
-Onboarding and Induction programs to familiarise employees to the Group
-Personal development plans (annual appraisal) for each employee
-Competency Standards (on job training and assessment) ensuring safety and operational proficiency through skill assessments and on-the-job training
 
By investing in its employees and promoting internal development, the Group fosters job satisfaction and encourages employee retention. This is achieved through mentorship, career progression opportunities, competitive compensation, and challenging roles.
Employee retention in the oil and gas industry faces future challenges, with younger generations increasingly shifting toward renewable energy sectors. The Group is actively addressing this trend by ensuring its work environment remains appealing and aligned with employee expectations.
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Statement by the Directors on non-financial information (continued)
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The Group strives to be an exemplary employer by offering employees opportunities to develop and grow within the organization.
 
Operating across 16 countries, the Group provides employees with cross-cultural exposure and opportunities for job rotations within various aspects of its business. Training programs in multiple departments further enhance employees’ skills and expertise.
 
Equal opportunities are extended to all employees through continuous training and benchmarking for operational staff, department heads, managers, and senior personnel.
 
20252024
Average hours of training that the organisation’s employees have undertaken during the reporting period
Total no. of hours of training11,1288,476
Total no. of labour hours1,875,4821,807,722
Total no. of hours of training vs. total number of hours0.59%0.47%
Percentage of employees receiving regular performance and career development reviews (based on eligibility)
Number of employees receiving regular performance and career development reviews (based on eligibility)847699
% employees receiving regular performance and career development reviews (based on eligibility)88%87%
* 12 % of the employees were ineligible for performance and career development reviews since they were either engaged (and managed) on a definite contract for a short-term drilling campaign or recently recruited as part of the Group’s ongoing expansion plan.
Diversity
The Group is committed to fostering an inclusive, respectful, and equitable workplace, free from discrimination on the basis of gender, age, nationality, religion, sexual orientation, disability, or any other protected characteristic. With employees representing 34 nationalities across its operations, the Group embraces diversity as a key strength that enhances collaboration, innovation, and organizational resilience.
 
This commitment is supported through fair and unbiased recruitment practices, ongoing training and development opportunities, and the promotion of a workplace culture founded on mutual respect, dignity, and equal opportunity. The Group continues to promote diversity at all levels of the organization and is dedicated to ensuring that all employees are treated fairly and have equal access to career development and advancement opportunities.
 
Family-friendly policies form an important part of the Group’s inclusive approach. These include the provision of parental leave for both male and female employees, supporting work-life balance and enabling employees to fulfil their professional responsibilities while meeting family commitments.
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Statement by the Directors on non-financial information (continued)
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Health and Safety
 
The Group continues to improve its health and safety performance year-on-year which is measured through the Group HSSEQ reporting system. The reporting system measures data, including leading and lagging indicators, which provide analysis of trends and improvements and allow for programs to be developed for required focus areas.
 
Lagging indicators (reactive) include areas such as incidents and their types and risk severity such as vehicle incidents, quality incidents, security incidents, environmental incidents, asset damage incidents, medical treatment cases, first aid cases, lost time incidents, and fatalities.
Leading indicators (proactive) provide important information on how the Group is improving on areas of HSSEQ by reviewing performance against previous years. Leading indicators include corrective actions raised versus closed, safety observations raised, audits undertaken, leadership tours completed, near misses recorded, and HSSEQ meetings completed.
2025 HSSEQ Objectives & Targets (KPIs) were set by the Executive Management Team at the start of the year, and these are shown below.
1.1: Quality & Continuous Improvement
1.1.1: Country to achieve Closure of all open due SAI360 Actions by year end.
1.1.2: Country to issue an average of 2 QUALITY SHOC within ROAM Application or Via SAI Desktop per month per person
1.1.3.1: Part 1, Ensuring Implementation of Local Procedures: All local HSSEQ Procedures to be identified by Country Document Owners for all processes inclusive of Department Specific Processes (OPS, HR, BD, FIN etc.) and Listed on a Local Document Register (listed).
1.1.3.2: Part 2: Ensuring Implementation of Local Procedures: All local procedures to be approved by the document owners and uploaded and controlled upon the Intranet Local Document Register.
1.1.3.3: Part 3, Ensuring Implementation of Local Procedures: Process training provided to all applicable users for each of the procedures by each Country and evidence of training achieved readily available.
1.1.4: Leadership commitment. Country manager to make monthly leadership tours at each site.
1.2: ESG Data upload
1.2.1: ESG Data to be uploaded monthly into EHS System with evidence attached for each submission of data and to be auditable by an external party
1.3: Risk Management & Incident Investigations
1.3.1: Investigations to be effectively closed within Group Procedure Timeframe of 10 working days
1.3.2: Post Incident preventative actions closed ahead of timeframe
1.3.3:Zero Incidents or injuries
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Statement by the Directors on non-financial information (continued)
xxix
MedservRegis Data Bank HSSEQ for previous 5 years
Leading Indicators20212022202320242025Total
HSE Action Items Opened8724412,3753,8633,56711,118
HSE Action Items Closed1,0283662,0943,6823,35710,527
HSE Meetings/TBTs2331882383,8273,9888,474
Leadership Tours2332512513765301,641
HSE Audit per Schedule1391472366
Safety Observations5,6765,2003,2954,1516,31924,641
Near Miss Incidents441241236
Lagging Indicators20212022202320242025Total
Fatalities000000
Lost Time Injury (LTI)001056
Medical Treatment Case2420715
First Aid Cases6189933
Security Incidents5436321
Environmental Accidents3333921
Assets Damage15921212086
Vehicle Incidents15135151563
Non-Tab32211624
Quality033412875
Man-Hours Worked20212022202320242025Total
MedservRegis man hours worked1,235,5061,529,3631,610,4461,807,7222,102,2658,285,302
MedservRegis Contractors manhours worked158,758221,364412,814359,660370,4531,523,049
Total manhours worked1,394,2641,750,7272,023,2602,167,3822,472,7189,808,351
Frequency & Rates20212022202320242025Total
Quantity Frequency Rate00101213
LTIF Rate0.000.000.490.002.09 2.58
Quantity of total recordable incident (TRI)001056
TRI Rate0.000.000.490.004.184.67
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Statement by the Directors on non-financial information (continued)
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The Group also provides environmental awareness to all employees and contractors to ensure all are aware of the environmental responsibilities required to support consumption reduction strategies as well as waste reduction strategies. Undertake CSR initiatives involving the local community and these are provided within the Corporate Social Responsibility Section of this report.
MedservRegis Environmental Management Procedures are as follows:
-Environmental Management Planning.
-Pollution Waste Management.
-Environmental Implementation and Operational Requirements.
-Environmental Monitoring Requirements.
The following are the Group environmental programs implemented for 2025 and designed to contribute to lowering MedservRegis Carbon Footprint. These programs include reducing consumption associated with fuel and energy use, waste diversion through recycling and circular economy initiatives and installation of green energy solutions.
Cyprus
Pollution reduction- local awareness campaign
Consumption reduction- LED lighting throughout
Malta
Circular Economy- wood chip initiative
Renewables- 2MW solar farm installation
Plastic reduction- Reverse Osmosis System
Consumption reduction- client electrical vehicles
Consumption reduction- phasing in of Electric Forklifts
Consumption reduction- onsite EV Charger station
Consumption reduction- LED Yard lighting
Uganda
Circular Economy- Shredded paper donated for local bead making business
Consumption reduction- LED lighting throughout
Plastic reduction- recycling of plastics
Consumption reduction- motion detection for camp security lights
Consumption reduction- solar heaters for camp accommodation blocks
Consumption reduction- camp water harvesting and storage tank
Methane reduction- camp bio digesting system
Oman
Consumption reduction- Paper reduction via digitalization
Circular Economy- wood recycling project
Renewables- installation and start up of small PV System
UAE
Consumption reduction- Paper reduction
Consumption reduction- Connection to SEWA Line
Consumption reduction- waterless Urinal installation
Iraq
Renewables- progressing PV panel assessment
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Statement by the Directors on non-financial information (continued)
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The following are the environmental statistics currently being measured and monitored by the Group:
YearWater Usage(m3)Spill
Ltrs
202423,41625
202525,24015
Water Usage relates to metered water used by all MedservRegis operational sites across the whole group.
Spills relate to the estimated loss of fluids or materials that have happened during operational activities. Each spill has an investigation completed to identify the root cause and put in place corrective actions. The number of spills that have occurred across the group can be viewed in the Lagging Indicator Data Table.
Water consumption has gone up across the group by 19%. Water consumption increase is due to growth in the operations at UAE and small increases in water use at other operational sites.
Spills recorded during 2025 amount to 3 spills with containment in place for these spills and avoiding any environmental damage. There are an estimated 15 litres in total volume involved and none identified as released to the environment or hazardous. The clean-up of these spills resulted in 9kg of hazardous waste being produced across the group which is assessed as insignificant due to containment achievement, volume spilled, and spills not meeting reporting requirements to the local authorities.
Year
Waste Data (Tons*)
Landfill
Hazardous
Recycled
2024
434
20.5
84
2025
530
7.6
238.6
Recycling has increased from last year due to improvements in waste management process across the group. This is especially applicable to operations in Oman who have managed to improve significantly by diverting waste to landfill and introducing circular economy practices. Operational landfill waste has increased as expected due to operational activities increasing but a reduction in hazardous waste and an increase in recycling supports offsetting this landfill increase. Our main customer in Cyprus is now managing directly waste management.
 
Year
Electricity
(kWh)
Fuel
(litres)
2024
679,011
860,373
2025
883,451
907,059
Electricity and diesel use has also increased during 2025 when compared to 2024 by 30% and 5% respectively. This consumption rise is due to an increase in activities and man hours across the group during 2025. This is relevant to Cyprus operations continuing with drilling activities offshore, additional assets and operations in Malta, UAE, Libya and Guyana increasing.
MedservRegis also have PV Farm Systems in three operational areas. These are currently Malta, Uganda and Oman. These systems generate electricity for self-consumption, or to be sold to their respective national grids. Throughout 2025, such PV farm systems, generated total of 3,108,591 kWh of electricity, with 2,296,800 being exported to government grids, whilst 811,791 kWh was consumed by the Group.
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Statement by the Directors on non-financial information (continued)
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Based on the Group’s environmental footprint analysis, priority reduction initiatives for 2026 focus on the Group’s three most material emission sources: diesel fuel consumption, electricity usage, and landfill waste.
-Diesel reduction initiatives remain a primary focus, reflecting diesel’s contribution as the largest source of Group emissions. These initiatives include improved equipment utilisation and planning, reduced idling practices, enhanced preventive maintenance programmes, operator awareness campaigns focused on fuel-efficient operation, and the continued transition of selected operations from diesel-powered generation to grid electricity where feasible, including the connection of UAE operations to the national electricity grid.
-Electricity consumption reduction initiatives are being implemented at a site-specific level and include energy efficiency reviews, conversion to LED lighting, improved HVAC control, and energy awareness programmes. In parallel, the Group continues to utilise and assess renewable energy solutions, including solar photovoltaic installations and other renewable energy options, as part of its broader carbon reduction and offset strategy.
-Landfill waste reduction and recycling initiatives are being strengthened across locations through improved waste segregation, increased engagement with local recycling contractors, material reuse practices, supplier packaging reduction initiatives, and targeted workforce awareness programmes aligned with circular economy principles.
-Water consumption continues to be monitored at Group level and improvement opportunities are assessed locally where relevant. The Group’s environmental programmes are implemented through local environmental action plans and are monitored via the HSSEQ Management System, ensuring alignment between operational initiatives, environmental performance indicators, and the Group’s long-term sustainability objectives.
Quality
MedservRegis places a lot of focus on the quality aspects of our business. To ensure the quality of our processes and services there are several areas within the Group that are considered the main factors for ensuring the Plan, Do, Check, Act cycle of continual improvement is a constant part of our business practices. Quality aspects are managed and implemented upon the business management system or referred to as the MedservRegis Intranet. The following are areas where quality process is managed within the Group.
The following are the 2025 results of actions raised on the system that also show the sources of actions, indicating full use of the management system across all operating sites.
Actions By Site
Egypt
Morocco
Malta
Cyprus
Oman
Uganda
Mozambique
UAE
Other
Total
Total 2024
2,776
0
266
121
169
142
115
77
12
3,678
Total 2025
2,496
0
361
102
136
151
92
117
112
3,567
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Statement by the Directors on non-financial information (continued)
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Document Management
Control of records and documents - MedservRegis has two document registers that host all controlled documents. The two registers are the corporate document register and the local document register. The corporate document register is where all corporate procedures and associated documents are available to view, download and use if required. This ensures employees are using or referring to approved documents, which is vital for ensuring process safety is adhered to. The local document register is where all country specific procedures and documents are hosted. This also allows other business units to access similar procedures that may be required and aids efficiency as it prevents document owners creating procedures from scratch.
Internal Audit Program
Annual corporate full system HSSEQ audits are carried out in each operation and results reported to the executive team during annual review meetings. The audit ensures compliance with the Group standards and creates scorecards and action plans agreed with Country Managers. These are then measured against previous year’s results to check for continual improvement and ensure corrective action is taken where there are shortfalls. Action Management
MedservRegis Corrective and Preventive Action Management System (CAPA) is implemented in each operating site and is the local tool used for managing continual improvement. This system is where all actions resulting from areas such as audits, investigations, observation cards, meetings, leadership tours and customer feedback are captured. The system is designed to manage the action process by ensuring custodians close out actions in specified timelines and check that they have been effective, and the issue should not happen again (close the loop). This is a valuable tool to the Group as it shows commitment to ensuring quality is maintained and improved and is how the Group demonstrates continual improvement across all operating entities.
Quality Certification
MedservRegis places importance on international certification of the management system. MedservRegis achieved Multi-site ISO Certification during 2023 across all operating sites for ISO 9001 Quality, 14001 Environmental and 45001 Occupational Health & Safety. Surveillance audits were conducted by our certification provider with zero non-conformances being observed during the 2025 Surveillance audits involving five of the sites.
Safety awards
MedservRegis were successful in receiving an International Safety Award (distinction) for Malta Operations from the British Safety Council.
Customer Feedback
The management system customer feedback system allows for clients receiving services from MedservRegis to provide feedback on our performance. Feedback areas include emails received, phone calls taken, and feedback forms completed. Each local operation continually reviews the feedback to check for areas of corrective action. The feedback progress is provided to the client to ensure they are happy with our outcome and feel their contribution added value to our business. Overall customer satisfaction is reviewed by the executive team during the annual review to analyse if there are any areas of improvement required and recognize positive feedback.
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Statement by the Directors on non-financial information (continued)
xxxiv
Consolidated disclosures pursuant to Article 8 of the Taxonomy Regulation
Introduction
In order to achieve the targets established by the European Union of reaching net zero greenhouse gas (‘GHG’) emissions by 2050, with an interim target of reducing GHG emissions by 55%, compared to 1990 levels, by 2030, and then 90% by 2040, the European Commission (‘EC’) has developed a taxonomy classification system, by virtue of EU Regulation 2020/852, (the “Taxonomy Regulation” or the “EU Taxonomy”), which establishes the criteria for determining whether an economic activity qualifies as environmentally sustainable.
The EU Taxonomy establishes criteria in terms of six environmental objectives, against which entities will be able to assess whether economic activities qualify as environmentally sustainable. To qualify as such, an economic activity must be assessed to substantially contribute to at least one of these environmental objectives, whilst doing no significant harm (‘DNSH’) to the remaining objectives.
This is achieved by reference to technical screening criteria established in delegated acts to the EU Taxonomy. The economic activity is also required to meet minimum safeguards established in the EU Taxonomy.
The six environmental objectives considered by the EU Taxonomy are the following:
 
i.Climate change mitigation;
ii.Climate change adaptation;
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Statement by the Directors on non-financial information (continued)
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Our Activities
Overview
Proportion of taxonomy-eligible and taxonomy-aligned economic activities in total turnover, CapEx and OpEx in FY 2025
FY 2025Total €000Proportion of taxonomy-eligible (non-aligned) economic activitiesProportion of taxonomy-aligned economic activitiesProportion of taxonomy non-eligible economic activities
Turnover104,6073.8%0%96.2%
CapEx7,23913.6%0%86.4%
OpEx2,20465.4%0%34.6%
The comparative period is as follows:
Proportion of taxonomy-eligible and taxonomy-aligned economic activities in total turnover, CapEx and OpEx in FY 2024
FY 2024
Total
€000
Proportion of taxonomy-eligible (non-aligned) economic activities
Proportion of taxonomy-aligned economic activities
Proportion of taxonomy non-eligible economic activities
Turnover
70,007
5.1%
0%
94.9%
CapEx
8,136
14.5%
0%
85.5%
OpEx
2,236
61.2%
0%
38.8%
Definitions
‘Taxonomy-eligible economic activity’ means an economic activity that is described in the delegated acts supplementing the Taxonomy Regulation (that is, the Climate Delegated Act and Environmental Delegated Act as of now), irrespective of whether that economic activity meets any or all the technical screening criteria laid down in those delegated acts.
The Climate Delegated Act is structured such that Annex I contains a list of activities and the respective technical screening criteria in relation to the Climate Change Mitigation objective, whereas Annex II relates to the Climate Change Adaptation objective, with potentially different activities being considered in both annexes.
The Environmental Delegated Act is structured such that Annexes I, II, III, and IV contain lists of activities and the respective technical screening criteria related to Water, Circular Economy, Pollution Prevention, and Biodiversity, respectively.
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Statement by the Directors on non-financial information (continued)
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A ‘taxonomy-aligned economic activity’ refers to a taxonomy-eligible activity which:
i.contributes substantially to one or more of the six environmental objectives;
ii.does no significant harm to any of the environmental objectives;
iii.complies with the technical screening criteria that have been established in the Climate Delegated Act and the Environmental Delegated Act; and
iv.is conducted in compliance with minimum safeguards regarding human and consumer rights, anti-corruption and bribery, taxation, and fair competition, to ensure alignment with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights.
A ‘Taxonomy-non-eligible economic activity’ means any economic activity that is not described in the delegated acts supplementing the Taxonomy Regulation.
A ‘Taxonomy-eligible but not aligned economic activity’ means an economic activity that is described in the delegated acts supplementing the Taxonomy Regulation but does not comply with any or all the technical screening criteria laid down in those delegated acts, and/or is not carried out in compliance with minimum safeguards.
Taxonomy-eligible and Taxonomy-aligned economic activities
The Group has examined all economic activities to determine both taxonomy eligibility and alignment in accordance with Annexes I and II of the Climate Delegated Act and Annexes I, II, III, and IV of the Environmental Delegated Act. The table below indicates the activities performed by the Group which have been identified as taxonomy-eligible and the environmental objective to which the activity may be associated with. Information on the extent to which the economic activities are also taxonomy-aligned is provided in the KPI templates further below.
Taxonomy-eligible activities were identified by extracting the total turnover, CapEx and OpEx required to be captured in the denominators of the respective KPIs and assessing the NACE code of the activities to which the amounts relate. The Group then assessed which of the identified NACE codes relate to activities included within the annexes to the Climate and Environmental Delegated Act. In the case of the identified eligible activities, the Group then began the process of assessing them against the technical screening criteria. However, this process is still currently ongoing (no activities presently being classified as taxonomy-aligned).
Through the activities highlighted in the table below, the Group generates turnover and may incur both CapEx and OpEx for these activities.
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Statement by the Directors on non-financial information (continued)
xxxvii
Taxonomy-eligible economic activities
Economic activity as per Climate Delegated ActDescriptionTurnover (%) *CapEx (%) *OpEx (%) *Climate change mitigationClimate change adaptationWaterCircular EconomyPollution preventionBiodiversityActivity Codes
Electricity generation using solar photovoltaic technologyThe generation and sale of electricity through PV panels installed by the Group0.4-0.6CCM 4.1, CCA 4.1
Transport by motorbikes, passenger cars and light commercial vehiclesThe transportation services provided by the Group through electric vehicles leased and designated as category M1.0.1--CCM 6.5, CCA 6.5
Sea and Coastal freight water transport, vessels for port operations and auxiliary activitiesFreight forwarding services performed by the Group3.1--CCM 6.10, CCA 6.10
Acquisition and ownership of buildings Rental income generated from office premises owned by the Group0.2--CCM 7.7, CCA 7.7
*% of the total turnover, CapEx and OpEx included in the denominator of the respective KPI
Taxonomy eligibility
Economic activities classified under activity 4.1 ‘Electricity generation using solar photovoltaic technology’ relates to the generation of electricity through solar photovoltaic (‘PV’) panels which is fed into the public electrical grid. Amounts in this respect have been allocated to activity 4.1 due to the electricity generated from the panels being fed into the public electrical grid, as opposed to being used exclusively for internal consumption within the Group’s premises. Had the latter been the case, the Group would have classified such activities under 7.6 ‘Installation, maintenance and repair of renewable energy technologies’.
Economic activities classified under activity 6.10 ‘Sea and Coastal freight water transport, vessels for port operations and auxiliary activities’ relates to turnover generated from freight forwarding services that the Group performs on behalf of its customers. Despite the Group not performing the freight activity itself, revenues from such an activity have been considered as taxonomy-eligible in accordance with the Commission Notice on the interpretation and implementation of certain legal provisions of the Disclosures Delegated Act under Article 8 of EU Taxonomy Regulation on the reporting of Taxonomy-eligible and Taxonomy-aligned economic activities and assets (second Commission Notice)’, particularly FAQ 20 ‘When should an undertaking be required to report under the Disclosures Delegated Act an economic activity that has not been performed by the reporting entity itself but by a subcontractor’.
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The Commission Notice states that “Reporting entities must report turnover from the activities performed by a subcontractor in accordance with the accounting treatment referred to in Section 1.1.1. of Annex I of the Disclosures Delegated Act. Therefore, the reporting entity should determine whether it recognises revenue arising from that activity as its own revenue under the principles set out in the applicable IFRS 15. Where revenue generated by a subcontractor is recognised as the revenue of the reporting entity, it must be included in the calculation of the turnover KPI”. Accordingly, the Group has included such revenue in the calculation of the turnover KPI.
Economic activities classified under activity 7.7 ‘Acquisition and ownership of buildings’ relates to turnover generated from office space that is owned by the Group and is rented out to third parties.
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Statement by the Directors on non-financial information (continued)
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Other taxonomy non-eligible activities also include:
-Identification of suppliers that may provide clients with services/goods they require, and
-Repairs and maintenance of machinery (the machinery of which does not relate to taxonomy-eligible activities).
Taxonomy eligibility of investment activities not directly related to turnover-generating activities
Further to the activities from which the Group generates turnover, and generally incurs both CapEx and OpEx, the Group also engages in investment activities not directly related to its turnover-generating activities as highlighted below.
Individually taxonomy-eligible CapEx/OpEx and the corresponding economic activities
EconomicActivityDescription of the taxonomy-eligible purchased output or individual measureCapExOpExClimate change mitigationClimate change adaptationWaterCircular EconomyPollution preventionBiodiversityActivity Codes
(%)*(%)*
Transport by motorbikes, passenger cars and light commercial vehiclesThe acquisition of motor vehicles designated as category M10.64.2    CCM 6.5, CCA 6.5
Freight transport services by roadThe acquisition of vehicles designated as category N1, N2 and N313.034.6    CCM 6.6, CCA 6.6
Acquisition and ownership of buildingsGeneral repairs and maintenance of buildings utilised by the Group for its own activities-26.0    CCM 7.7, CCA 7.7
*% of the total CapEx and OpEx included in the denominator of the respective KPI
Included in the above are amounts that relate to the acquisition of vehicles utilised by the Group to perform its cargo handling operations, classified under activity 6.6 ‘Freight transport services by road’. Such CapEx is classified under investment activities not directly related to its turnover-generating activities given that the Group is currently considering the cargo-handling operation as taxonomy non-eligible.
However, as previously stated, should such activities be considered as taxonomy-eligible in the future, then the CapEx in this respect will be associated with turnover-generating activities of the Group.
CapEx relating to activities 6.5 ‘Transport by motorbikes, passenger cars and light commercial vehicles’ pertains to the acquisition of motor vehicles utilised in the ordinary course of business by Group employees.
Furthermore, the Group leased electric vehicles to provide transportation services to third parties, as well as for internal usage within the Group.
CapEx relating to activities 7.1 ‘Construction of new buildings’ relates to the development of new office premises.
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Statement by the Directors on non-financial information (continued)
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Taxonomy alignment
Determining whether an activity meets the requirements to be classified as taxonomy-aligned requires considerable detailed information about the activity to properly assess it against the established technical screening criteria and minimum social safeguards.
The Group is currently in the process of gathering the necessary information to conclude that activities may be considered as taxonomy-aligned and verifying its accuracy. As a result of the ongoing process, the Group has not been able to substantiate the alignment of any of its activities in the current year.
Despite not being able to fully substantiate the alignment of any of its activities, the Group has identified an instance of partial alignment in the current year.
Economic activities classified as 4.1 ‘Electricity generation using solar photovoltaic technology’ have been assessed to meet the substantial contribution criteria under the climate change mitigation objective, being that the activity generates electricity using solar PV technology. However, the Group is still in the process of assessing certain elements of the DNSH criteria. In relation to climate change adaptation, the Group is yet to undertake a physical climate risk assessment on the location in which the PV panels are installed and is still to assess the durability and recyclability of the components utilised in the manufacture of the PV panels to ensure no significant harm towards the transition to a circular economy. With respect to the protection and restoration of biodiversity and ecosystems, the Group is confident that the DNSH criteria have been met, given the approvals obtained surrounding the project location.
As further progress is made in the Group’s internal assessment process, certain activities may be identified as taxonomy-aligned without the need for further capital investments.
However, as a result of no activities being considered as taxonomy-aligned in the current year, disclosure requirements surrounding the assessment of taxonomy-alignment in accordance with section 1.2.2.1 of the Disclosures Delegated Act are not deemed to be applicable to the Group.
Our KPIs and accounting policies
The key performance indicators (‘KPIs’) comprise the turnover KPI, the CapEx KPI and the OpEx KPI. In presenting the Taxonomy KPIs, the Group uses the templates provided in Annex II to the Disclosures Delegated Act. Moreover, since the Group itself is not performing any of the activities related to natural gas and nuclear energy (activities 4.26-4.31), the Group is only disclosing the dedicated template I and such requirement emanating from Annex XII of the Disclosures Delegated Act.
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Statement by the Directors on non-financial information (continued)
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Turnover KPI template for financial year 2025
 Proportion of turnover / Total turnover
 Taxonomy-aligned per objectiveTaxonomy-eligible per objective
CCM0%0.5%
CCA0%3.3%
WTR0%0%
CE0%0%
PPC0%0%
BIO0%0%
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Statement by the Directors on non-financial information (continued)
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CapEx KPI template for financial year 2025
 Proportion of CapEx / Total CapEx
 Taxonomy-aligned per objectiveTaxonomy-eligible per objective
CCM0%13.6%
CCA0%0%
WTR0%0%
CE0%0%
PPC0%0%
BIO0%0%
OpEx KPI template for financial year 2025
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Statement by the Directors on non-financial information (continued)
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 Proportion of OpEx / Total OpEx
 Taxonomy-aligned per objectiveTaxonomy-eligible per objective
CCM0%39.4%
CCA0%26.0%
WTR0%0%
CE0%0%
PPC0%0%
BIO0%0%