Company registration number 03320915 (England and Wales)
PROSAFE OFFSHORE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PROSAFE OFFSHORE LIMITED
COMPANY INFORMATION
Directors
R W McNeel
R D Stewart
Secretary
LC Secretaries Limited
Company number
03320915
Registered office
Ground Floor Templeback
10 Temple Back
Bristol
United Kingdom
BS1 6FL
Auditor
Azets Audit Services
37 Albyn Place
Aberdeen
United Kingdom
AB10 1YN
PROSAFE OFFSHORE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Income statement
8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
PROSAFE OFFSHORE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Principal activities
The principal activity of the company during the year was the provision of management services including technical supervision, procurement and manning services, operational support and contract administration services for offshore semi-submersible support rigs.
Review of the business
The profit for the company for the year ended 31 December 2025 was $1,345k (2024: $1,736k). On 31 December 2025 the net assets were $7,364k (2024: $16,768k).
Principal risks and uncertainties
The wider Prosafe Group's principal risks and uncertainties are around any change in the global oil price which may affect operators demand for the semi-submersible rigs provided by Prosafe SE.
Key performance indicators
The financial key performance indicators are set out below:
2025 2024
Turnover $8,985k $8,525k
Operating profit $1,566k $1,764k
Operating margin 17% 21%
Profit before tax $1,548k $1,736k
Future developments
Volatility in oil prices are likely to continue to impact on the Prosafe SE Group's future activity and performance. Higher energy prices are currently supporting improved customer demand for the semi-submersible rigs operated by the Group. This in turn will impact the activities undertaken by the company on behalf of the Group.
Going concern
The company’s revenue is wholly derived from trading with other entities within the group headed by Prosafe SE (“the Group”) and therefore the company’s ability to meet its financial obligations and continue as a going concern is dependent on the continued financial position and support of the Group.
During 2025, the Group completed a recapitalisation which materially strengthened its financial position. The recapitalisation was completed on 21 July 2025 and included the equitisation of USD 193 million of debt, the issue of 321,635,718 new shares, and the provision of USD 75 million of new liquidity through a new super senior facility. The Group’s debt maturities were also reprofiled as part of the restructuring.
At 31 December 2025, the Group had cash and cash equivalents of USD 65.3 million, including restricted cash of USD 2.5 million. The Group complied with its minimum liquidity covenant of USD 20 million at 31 December 2025. The Group’s 2025 annual report states that management forecasts covenant compliance for 2026, based on contracts and outlook.
The Group’s year-end order backlog, including options, was USD 428 million at 31 December 2025, of which USD 402 million related to firm contracts and USD 26 million to options. The Group’s outlook for 2026 is supported by contracted activity and management expects EBITDA in the range of USD 45 million to USD 55 million.
The directors have considered the company’s own cash position, the continuing recovery of costs plus margin through management fee income from group companies, and the Group’s financial position following completion of the recapitalisation. On this basis, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.
PROSAFE OFFSHORE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
R D Stewart
Director
4 June 2026
PROSAFE OFFSHORE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Certain information, including in respect of the company's principal activity, is not shown in the directors' report because it is shown in the strategic report instead under S414C(11)
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to $10,749k. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R W McNeel
R D Stewart
Political donations
The company made no political donations during the year.
Financial instruments
Details of the company's financial instruments are disclosed in notes 11, 12 and 13 of the financial statements.
Auditor
Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and Azets Audit Services will therefore continue in office.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
R D Stewart
Director
4 June 2026
PROSAFE OFFSHORE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 Reduced Disclosure Framework
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the company or cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
PROSAFE OFFSHORE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROSAFE OFFSHORE LIMITED
- 5 -
Opinion
We have audited the financial statements of Prosafe Offshore Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
PROSAFE OFFSHORE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROSAFE OFFSHORE LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
PROSAFE OFFSHORE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROSAFE OFFSHORE LIMITED (CONTINUED)
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Matthew Allan (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
37 Albyn Place
Aberdeen
AB10 1YN
4 June 2026
PROSAFE OFFSHORE LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
$'000
$'000
Turnover
3
8,985
8,525
Operating expenses
(7,419)
(6,761)
Operating profit
4
1,566
1,764
Finance costs
7
(18)
(28)
Profit before taxation
1,548
1,736
Tax on profit
8
(203)
Profit for the financial year
1,345
1,736
Turnover and operating profit arises from continuing operations in the United Kingdom.
The notes on pages 12 to 23 form part of these financial statements.
PROSAFE OFFSHORE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
$'000
$'000
Profit for the year
1,345
1,736
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation gain/(loss) arising in the year
(265)
Total comprehensive income for the year
1,345
1,471
The notes on pages 12 to 23 form part of these financial statements.
PROSAFE OFFSHORE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
$'000
$'000
$'000
$'000
Non-current assets
Property, plant and equipment
10
59
135
Right-of-use assets
10
197
333
256
468
Current assets
Trade and other receivables
11
7,972
5,752
Cash and cash equivalents
12,157
13,391
20,129
19,143
Current liabilities
12
(12,900)
(2,608)
Net current assets
7,229
16,535
Total assets less current liabilities
7,485
17,003
Non-current liabilities
12
(31)
(145)
Provisions for liabilities
Other provisions
15
(90)
(90)
Net assets
7,364
16,768
Equity
Called up share capital
17
Currency translation reserve
19
(265)
(265)
Retained earnings
7,629
17,033
Total equity
7,364
16,768
The financial statements were approved by the board of directors and authorised for issue on 4 June 2026 and are signed on its behalf by:
R D Stewart
Director
Company registration number 03320915 (England and Wales)
PROSAFE OFFSHORE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Currency translation reserve
Retained earnings
Total
Notes
$'000
$'000
$'000
$'000
Balance at 1 January 2024
-
-
15,297
15,297
Year ended 31 December 2024:
Profit
-
-
1,736
1,736
Other comprehensive income:
Currency translation differences
-
(265)
(265)
Total comprehensive income
-
(265)
1,736
1,471
Balance at 31 December 2024
(265)
17,033
16,768
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
1,345
1,345
Transactions with owners:
Dividends
-
-
(10,749)
(10,749)
Balance at 31 December 2025
(265)
7,629
7,364
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information
Prosafe Offshore Limited is a private company limited by shares incorporated, domiciled and registered in England in the UK. The registered number is 03320915 and the registered address is Ground Floor Templeback, 10 Temple Back, Bristol, United Kingdom, BS1 6FL.
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.
1.1
Accounting convention
The financial statements have been prepared in accordance with applicable accounting standards and under the historic cost accounting rules.
During the year the company changed its functional and presentation currency from sterling to US dollars. Comparative information has been translated into US dollars using the appropriate average rate for financial period 1 January 2024 to 31 December 2024 and the closing spot rate at 31 December 2024. Monetary amounts in these financial statements are rounded to the nearest $'000.
In preparing these financial statements, the company has applied the recognition, measurement and disclosure requirements of UK-adopted international accounting standards, making amendments where necessary in order to comply with the Companies Act 2006. The company has also taken advantage of the available FRS 101 disclosure exemptions in relation to the following:
A cash flow statement and related notes;
Certain disclosures regarding revenue;
Certain disclosures regarding leases;
Comparative period reconciliations for share capital and tangible fixed assets;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRS's, and
Disclosures in respect of the compensation of Key Management Personnel.
The company is included in the consolidated financial statements of Prosafe SE, the company’s ultimate parent undertaking. The financial statements of Prosafe SE are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from Forusparken 2, 4064 Stavanger, Norway.
The consolidated financial statements of Prosafe SE include the disclosures required by IFRS 7 Financial Instruments: Disclosure and IFRS 13 Fair Value Measurements, both relating to financial instruments and IFRS 2 Share-Based Payments in respect of group settled share-based payments. As a consequence, the company has also taken the exemption under FRS 101 not to include the equivalent disclosures.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate.true
The company provides management, technical supervision, procurement, manning, operational support and contract administration services to related companies within the Prosafe SE group. The company’s revenue is wholly derived from trading with other group entities and costs incurred by the company are expected to be recovered, together with a margin, through management fee income.
For the year ended 31 December 2025, the company reported profit before taxation of $1,548k and held cash and cash equivalents of $12,157k at 31 December 2025. The company had net assets of $7,364k at 31 December 2025.
The directors have also considered the financial position of the wider Prosafe SE group, as the company’s trading and cash flows are dependent on continued group activity and support. During 2025, Prosafe SE completed a recapitalisation which materially strengthened the Group’s financial position. The recapitalisation was completed on 21 July 2025 and included the equitisation of USD 193 million of debt, the provision of USD 75 million of new liquidity through a new super senior facility, and the reprofiling of debt maturities.
At 31 December 2025, the Group had cash and cash equivalents of USD 65.3 million, including USD 2.5 million of restricted cash. The Group complied with its minimum liquidity covenant of USD 20 million at 31 December 2025. The Group’s annual report states that management forecasts compliance with the minimum liquidity covenant for 2026 based on contracts and outlook.
The Group’s year-end order backlog, including options, amounted to USD 428 million at 31 December 2025, comprising USD 402 million of firm contracts and USD 26 million of options. The Group’s outlook for 2026 is supported by contracted activity, with expected EBITDA in the range of USD 45 million to USD 55 million. The directors have considered the Group’s liquidity, covenant position, debt maturity profile, order backlog and forecast trading performance when assessing going concern.
The directors acknowledge that the company remains dependent on the Group, and that the Group is exposed to liquidity, interest rate, currency, credit and counterparty risks. These risks are monitored by the Group through rolling cash flow forecasts and ongoing liquidity management.
Having considered the above factors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover
Turnover, which excludes value added tax, is attributable to one continuing activity, the provision of management services in relation to offshore accommodation.
Turnover is recognised at an amount that reflects the consideration to which the company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer; the company identifies the contract with the customer, identifies the separable performance obligations in the contract; determines the overall transaction (contract) price, allowing (if applicable) for estimates of variable consideration and the time value of money; allocates the transaction price across the separable performance obligations on the basis of the relative entire contract (or on specific performance obligations if more appropriate); and recognises turnover when, or as, each performance obligation is satisfied in a matter that reflects the transfer of control of the goods or services promised to the customer. The variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds and any other contingent events. Such estimates are determined using the expected value method and are only recognised when they are highly probable. If any uncertainty exists with respect to a potential refund of the variable consideration received, this consideration is recognised as deferred income until the uncertainty is resolved.
Where the company acts as an agent, turnover is recognised on a net basis to reflect commissions or fees earned. The company typically acts as agent in respect of the supply of third party procurement and crewing personnel when it does not control the specified good or service (or a right to receive a good or service) before it is transferred to the customer.
Costs to obtain and to fulfil a contract are, subject to certain criteria, capitalised as a contract cost and amortised over the contract period.
1.4
Property, plant and equipment
The cost of fixed assets is their purchase cost, together with any incidental costs of acquisition.
Depreciation is calculated so as to write off the cost of tangible fixed assets less their estimated residual values on a straight line basis over the expected useful economic lives of the assets concerned or their remaining useful lives if less. The principal annual rates used for this purpose are:
Leasehold improvements
20% per annum
Office equipment
20% - 40% per annum
Right of use assets
Over the term of the lease
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Taxation
Current tax
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or received) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date will result in an obligation to pay more, or right to pay less or to receive more, tax, with the following exceptions: Deferred tax assets are recognised only to the extent that the directors consider that is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
1.6
Provisions
A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
1.7
Employee benefits
The company contributes to personal pension plans, whereby the pension costs are charged to the profit and loss account as they are incurred.
1.8
Share-based payments
The parent company, Prosafe SE, grants equity-settled share-based payment awards, including share options and restricted stock units (“RSUs”), to certain employees, directors and members of executive management within the Prosafe SE Group.
The awards are in respect of ordinary shares in Prosafe SE. The grant date fair value of equity-settled share-based payment awards is recognised as an expense over the relevant vesting period, based on the number of awards expected to vest.
Where the company is recharged by Prosafe SE for share-based payment expenses relating to individuals providing services to the company or to the wider Group, the company recognises the recharge as an expense with a corresponding liability to Prosafe SE. The expense recognised reflects the current-year charge for awards expected to vest and any adjustments for changes in vesting expectations.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Leases
As lessee
A lease is defined as a contract, or part of a contract, that conveys the right to use an asset for a period of time in exchange for consideration. A single model for all leases is employed with the exception of leases for low-value assets or for periods of twelve months or less which are expensed to the income statement. The single model requires lessees to recognise most leases within the balance sheet as lease liabilities. A corresponding right-of-use asset is recognised which represents the contractual right to use the leased asset for a period of time.
The company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the company by the end of the lease term or the cost of the right-of-use asset reflects that the company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, there is a change in the company's estimate of the amount expected to be payable under a residual value guarantee, if the company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
1.10
Foreign exchange
Foreign currency transactions are translated into the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the exchange rate ruling at the reporting date.
1.11
Trade and other receivables
Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any provision for expected credit losses. The company has applied the simplified approach to measuring the expected credit loss which uses a lifetime expected loss allowance.
1.12
Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Lease term
Judgement was required at lease inception to determine the minimum lease term of the company's new office lease, which was determined at three years. A further two year period, after a break clause option exercisable by the company, was not considered to be reasonably probable at lease inception.
3
Revenue
2025
2024
$'000
$'000
Revenue analysed by class of business
Rendering of Services - Management services relating to offshore accommodation
7,700
7,393
Rendering of Services - Manning services relating to offshore accommodation
1,285
1,132
8,985
8,525
All turnover is raised in the United Kingdom in both current and prior years. Revenue is recognised based on services provided in the month of billing.
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
$'000
$'000
Exchange gains
(63)
(346)
Fees payable to the company's auditor for the audit of the company's financial statements
40
32
Depreciation of property, plant and equipment
212
272
Profit on disposal of property, plant and equipment
-
(127)
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the company
40
32
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
22
24
Their aggregate remuneration comprised:
2025
2024
$'000
$'000
Wages and salaries
3,987
3,470
Social security costs
462
451
Pension costs
307
266
4,756
4,187
In addition to the staff costs and headcount numbers disclosed above, the company employs, as agent, crew on behalf of other group entities, the costs of which are recharged. 27 crew (2024: 28) were engaged on this basis by the company in the year.
None of the Directors received any director's remuneration for provision of qualifying services to the company during the financial year (2024: $nil).
The Directors also hold office in other company undertakings. Emoluments paid to Directors by other group companies for services to those companies are disclosed within their financial statements.
7
Finance costs
2025
2024
$'000
$'000
Interest on financial liabilities measured at amortised cost:
Interest on lease liabilities
18
28
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Taxation
2025
2024
$'000
$'000
Current tax
UK corporation tax on profits for the current period
195
-
Foreign taxes and reliefs
8
203
2025
2024
$'000
$'000
Profit before taxation
1,548
1,736
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
387
434
Effect of expenses not deductible in determining taxable profit
35
Company relief received for nil consideration
(227)
(434)
Impact of overseas tax
8
-
Taxation charge for the year
203
-
9
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
$'000
$'000
In respect of:
Property, plant and equipment
(52)
Recognised in:
Operating expenses
-
(52)
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Property, plant and equipment
Leasehold improvements
Office equipment
Right of use assets
Total
$'000
$'000
$'000
$'000
Cost
At 1 January 2025
235
2,627
409
3,271
Disposals
(2,627)
(2,627)
At 31 December 2025
235
409
644
Accumulated depreciation and impairment
At 1 January 2025
100
2,627
76
2,803
Charge for the year
76
136
212
Eliminated on disposal
(2,627)
(2,627)
At 31 December 2025
176
212
388
Carrying amount
At 31 December 2025
Owned assets
59
-
-
59
Right-of-use assets
-
-
197
197
59
-
197
256
At 31 December 2024
Owned assets
135
-
-
135
Right-of-use assets
-
-
333
333
135
-
333
468
More information on impairment movements in the year is given in note 9.
11
Trade and other receivables
2025
2024
$'000
$'000
Amounts owed by fellow group undertakings
6,760
4,288
Other receivables
584
202
Prepayments and accrued income
628
1,262
7,972
5,752
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
12
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
$'000
$'000
$'000
$'000
Trade and other payables
13
12,537
2,411
Corporation tax
195
-
-
Other taxation and social security
42
88
-
-
Lease liabilities
14
126
109
31
145
12,900
2,608
31
145
13
Trade and other payables
2025
2024
$'000
$'000
Trade payables
71
277
Amounts owed to fellow group undertakings
10,852
91
Accruals and deferred income
1,608
2,043
Other payables
6
-
12,537
2,411
14
Lease liabilities
2025
2024
Maturity analysis of lease payments
$'000
$'000
Within one year
130
121
In two to five years
32
151
Total undiscounted liabilities
162
272
Future finance charges and other adjustments
(5)
(18)
Lease liabilities in the financial statements
157
254
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2025
2024
$'000
$'000
Current liabilities
126
109
Non-current liabilities
31
145
157
254
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
15
Provisions for liabilities
2025
2024
$'000
$'000
Provisions
90
90
The provision relates to estimated dilapidation and reinstatement costs for the company's leased office premises. The effect of discounting is not material.
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
307
266
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
2 Ordinary shares of £1.00 each
2
2
-
-
2
2
-
-
18
Share-based payments
Prosafe SE operates share-based payment arrangements for executive management and selected employees of the Group, including certain employees of the company. The arrangements comprise share options and restricted stock units (“RSUs”) over ordinary shares in Prosafe SE.
In 2022, the Prosafe SE Group initiated a long-term incentive programme under which executive management and selected employees, including certain employees of the company, were granted options to subscribe for ordinary shares of Prosafe SE. Additional options were granted in 2023. The options vest over the relevant service periods set out in the individual award agreements. Any options not exercised within the applicable contractual life are cancelled.
During 2025, Prosafe SE granted RSUs to members of the Board of Directors, executive management and selected employees of the Group, including certain employees of the company. The RSUs were granted on 30 September 2025 and vest in three tranches, with one third vesting on 30 September 2026, one third on 30 September 2027 and one third on 29 September 2028. Each RSU represents one share and the RSUs are non-tradeable and non-transferable.
The company reimbursed Prosafe SE for share-based payment expenses in the year of $141,000 (2024: $251,000). The charge includes the current-year expense for awards expected to vest and adjustments for changes in vesting expectations.
The Group options outstanding at 31 December 2025 had exercise prices in the range of NOK 83.0 to NOK 109.13 (2024: NOK 83.0 to NOK 109.13) and remaining contractual lives in the range of 1.1 years to 1.8 years (2024: 2.1 years to 2.8 years). No options were exercised in either 2025 or 2024.
PROSAFE OFFSHORE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
19
Currency translation reserve
2025
2024
$'000
$'000
At the beginning of the year
(265)
-
Translation gain/(loss) arising in the year
(265)
At the end of the year
(265)
(265)
20
Related party transactions
The Company has taken advantage of the exemption conferred by FRS 101 from the need to disclose transactions between Group entities that have been eliminated on consolidation in the Group’s consolidated financial statements, copies of which are publicly available (Note 21).
21
Controlling party
During the year, the company’s immediate parent company changed from Prosafe SE to Prosafe Holding AS. On 9 July 2025, Prosafe SE entered into an agreement to contribute its entire shareholding in the company, being two ordinary shares of £1.00 each and representing 100% of the company’s allotted and issued share capital, to Prosafe Holding AS as a contribution in kind.
At the year end, the company was a subsidiary of Prosafe Holding AS, a private limited company incorporated and registered in Norway. The ultimate parent company at the year end, and at the date of approval of these financial statements, was Prosafe SE, incorporated in Norway and listed on the Norwegian stock exchange.
The registered address of Prosafe Holding AS and Prosafe SE is Ruseløkkveien 30, 0251 Oslo, Norway. The Prosafe SE consolidated financial statements include the company and are available to the public and may be obtained from Forusparken 2, 4064 Stavanger, Norway.
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