Company registration number 00981523 (England and Wales)
NEWWAVES SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NEWWAVES SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
H Bouvy
K De Vylder
E Tancre
I Taylor
Secretary
P De Jaeger
Company number
00981523
Registered office
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
Auditor
MGI Midgley Snelling LLP
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
NEWWAVES SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
NEWWAVES SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the Business

Newwaves Solutions Limited ('the company") is a 100% owned subsidiary of the DEME group and supplies services to customers within the dredging and offshore sector within the UK and to other group companies in Europe.

The results for the year show a profit before corporation tax of £5.07m (2024 - £2.97m) and Sales of £102.75m (2024 - £70.83m).

The increase in Sales for 2025 has been attributed to signing of new projects and ongoing dredging maintanance work.

The Balance Sheet shows the company in a strong net asset position of £12.42m (2024: £8.62m) which will provide the company with adequate resources to continue to grow.

Principal Risks and Uncertainties

The management of the business and the execution of the company's strategy are subject to a number of key risks and uncertainties.

Liquidity Risk

The company's financial instruments comprise cash and liquid resources, balances with group undertakings and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to maintain finance for the company's operations along with the normal working capital balances that arise from day to day trading. The main risks arising from the company's financial instruments are credit risk and foreign currency risk. The directors review and agree policies for managing each of these risks and they are summarised below.

Credit risk

The company's objective is to reduce the risk of financial loss due to a counter party's failure to honour its obligations. The company adopts standard payment terms from it's customers and individual exposures are monitored with customers subject to credit limits to ensure that the company's exposure to bad debts is not significant.

Foreign currency risk

The company buys and sells goods and services denominated in currencies other than sterling. As a result the value of the company's non-sterling revenues, purchases, financial assets and liabilities and cash flows can be affected by movements in exchange rates in general. Additionally, the company has intercompany borrowings denominated in currencies other than sterling.

Uncertainties arise due to the tendering process in which the company must participate to win new contracts. The key risks affecting the business are considered to relate to competition from both national and international companies. These uncertainties and risks are managed at group level as noted above.

Future Developments and Performance

The directors are confident that the outlook of the company is good due to the high likelihood that new contracts will be secured in the near future. In line with expectation, the company secured new contracts during 2025 and continues to tender for new contracts going into 2026.

Going Concern

The directors have considered the company or their forecasts for at least 12 months from the date of approval of these financial statements and the uncertainties attached to new contracts being awarded to this entity, the level of debtors at the balance sheet date and the nature of the company's relationship with its parent (the latter being that as a wholly owned subsidiary of the DEME group). The directors are of the opinion that taking these factors into consideration that the company continues to be a going concern.

NEWWAVES SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The key performance indicators of the company from the perspective of the group are the annual turnover, the current contracts held by the company and the future planned or possible contracts of the company.

Promoting the success of the company

The board of directors of Newwaves Solutions L imi t e d consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the c ompany for the benefit of its members as a whole in the decisions taken during the year to 31 December 2025. The directors actively encourage and support the business development team in promoting the company at key exhibitions where industry clients seek out expertise within the sector required for complex projects.

This S172 statement below explains how the requirements of S172 have been met.

The likely consequences of any decision in the long term.

The d irectors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Details of any decisions made regarding dividends can be found in the directors’ report.

Engaging with our employees

The d irectors recognise that employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the d irectors factor the implications of decisions on employees and the wider workforce, where relevant and feasible.

Engaging with our suppliers and customers

Delivering our strategy requires strong relationships with suppliers and customers. Customer feedback is obtained and discussed at directors' meetings.

Community and the environment

The c ompany’s approach is to use our position of strength to create positive change for the people and communities which we interact with.

Maintaining a reputation for high standards of business conduct

The directors adopt positive business values for the company. The general business principles adopted help the company act in line with these values and comply with relevant laws and regulations.

The need to act fairly as between members of the company

Our intention is to behave responsibly towards our shareholders and treat them fairly, so they too benefit from the successful delivery of the c ompany’s plan.

Approved by the board and signed on its behalf by

K De Vylder
Director
29 June 2026
NEWWAVES SOLUTIONS 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.

Principal activities

The principal activity of the company continued to be that of the supply of dredging and ancillary services.

Results and dividends

The results for the year are set out on page 9.

Dividends of £Nil were paid during the period (2024: £5,000,000). 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:

J Astor
(Resigned 28 February 2025)
H Bouvy
K De Vylder
R Goodman
(Resigned 28 February 2025)
H Strutt
(Resigned 28 February 2025)
E Tancre
I Taylor
Auditor

MGI Midgley Snelling LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

Greenhouse gas emissions and energy consumption

The below table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line with the requirements for a “large” unquoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a “large” unquoted company and includes emissions and energy consumption from the combustion of all fuels used in activities of the company.

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
3,029,085
32,814,466
NEWWAVES SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
7,814.00
8,465.00
7,814.00
8,465.00
Scope 2 - indirect emissions
- Electricity purchased
1.00
1.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
7,815.00
8,466.00
Intensity ratio
Tonnes CO2e per employee
132
134
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Statement of directors' responsibilities

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). 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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

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.

NEWWAVES SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
On behalf of the board
K De Vylder
Director
29 June 2026
NEWWAVES SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWWAVES SOLUTIONS LIMITED
- 6 -
Opinion

We have audited the financial statements of Newwaves Solutions Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (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.

Basis for opinion

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.

Other information

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' r eport 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.

NEWWAVES SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWWAVES SOLUTIONS LIMITED (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.

As a result of this assessment, we considered the opportunities and incentives that may exist within the company for fraud and identified that the greatest area of risk was in relation to management override, completeness of income and cut-off of costs.

We have obtained an understanding of the legal and regulatory frameworks that the company operates in from discussions with the directors and our knowledge of the company and its industry sector. We have focused on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

NEWWAVES SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWWAVES SOLUTIONS LIMITED (CONTINUED)
- 8 -

We performed the following audit procedures after consideration of the above risks which included the following:

- reviewing the year end accruals for completeness and review of purchase invoices and expenses received after the year end that may have been omitted from the financial statements;

- testing that sales invoices have been fully and properly included within turnover in the financial statements, and review of sales recorded after the balance sheet date for possible income that has been incorrectly excluded from the period;

- reviewing contracts to ensure income recognition is in accordance with the company accounting policy;

- enquiry of management of actual and potential litigation and claims;

- reviewing correspondence with HMRC;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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. The 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

Tracey Wickens (Senior Statutory Auditor)
For and on behalf of MGI Midgley Snelling LLP, Statutory Auditor
Chartered Accountants
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
1 July 2026
NEWWAVES SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
102,747,797
70,825,262
Cost of sales
(100,260,757)
(66,005,204)
Gross profit
2,487,040
4,820,058
Administrative expenses
(1,654,857)
(2,832,386)
Other operating income
2,887,282
-
0
Operating profit
4
3,719,465
1,987,672
Interest receivable and similar income
7
1,348,712
1,068,985
Interest payable and similar expenses
8
(2,805)
(87,546)
Profit before taxation
5,065,372
2,969,111
Tax on profit
11
(1,266,178)
(743,804)
Profit for the financial year
3,799,194
2,225,307

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

NEWWAVES SOLUTIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
15
1
1
Current assets
Debtors
16
111,326,959
49,111,631
Creditors: amounts falling due within one year
17
(98,907,475)
(40,491,341)
Net current assets
12,419,484
8,620,290
Net assets
12,419,485
8,620,291
Capital and reserves
Called up share capital
19
350,000
350,000
Profit and loss reserves
12,069,485
8,270,291
Total equity
12,419,485
8,620,291
The financial statements were approved by the board of directors and authorised for issue on 29 June 2026 and are signed on its behalf by:
K De Vylder
Director
Company registration number 00981523 (England and Wales)
NEWWAVES SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
350,000
11,044,984
11,394,984
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,225,307
2,225,307
Dividends
12
-
(5,000,000)
(5,000,000)
Balance at 31 December 2024
350,000
8,270,291
8,620,291
Year ended 31 December 2025:
Profit and total comprehensive income
-
3,799,194
3,799,194
Balance at 31 December 2025
350,000
12,069,485
12,419,485
NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Newwaves Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH and the business address of the company is Tavistock House, Tavistock Place, London, WC1H 9HR.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of DEME NV. These consolidated financial statements are available from its registered office.

1.2
Going concern

The company continues to remain profitable and the financial statements show the company as having healthy net assets. true

Trading results for the next 12 months are expected to continue in line with the current financial year. The directors therefore consider it appropriate to adopt the going concern basis.

1.3
Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.4

Share of results of associates and joint ventures

Profit s hare s of results of associates and joint ventures are recognised in the accounts under the equity method, being the profit of the company apportioned for the percentage of control held.

Where the income received from the joint venture forms part of its trade, this is shown within revenue in the Statement of Comprehensive Income.

Other income as a result of foreign exchange

During the year, the Company recognised a foreign exchange gain within Other Income arising from a significant movement in exchange rates. This reclassification reflects the non-recurring nature and significant impact of the FX movement, which is not considered part of the Company’s underlying trading performance.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bas is:

Fixtures, fittings & equipment
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities and arrangements are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Entities or arrangements in which the company has a long term interest and shares control under a contractual arrangement are classified as joint ventures.

1.7
Contracts

Where the outcome of a contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date.

This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a contract cannot be estimated reliably, contract costs are recognised as expenses in the period in which they are incurred and contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable.

Contract costs incurred whilst a signed contract is pending are not recognised as expenses, but are carried on the balance sheet.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Current tax, including UK corporation tax and foreign tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred taxation is provided at appropriate rates on all timing differences using the liability method only to the extent that, in the opinion of the directors, there is a reasonable probability that a liability or asset will crystallise in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Group relief and surrender of losses

The Company enters into arrangements whereby tax losses are surrendered between group entities under applicable tax legislation.

Where the Company utilises losses surrendered by other group companies, it recognises the benefit of those losses within current tax. A corresponding payable is recognised to the surrendering entity, reflecting the obligation to compensate that entity for the tax benefit received. This is typically measured at the value of the tax relief obtained (i.e. the amount recoverable from HMRC).

The payable to the surrendering group company is recognised at the point the losses are utilised and is settled in accordance with group tax funding arrangements.

Amounts payable to or receivable from group undertakings in respect of group relief are presented within intercompany balances in the balance sheet.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue recognition

Recognition of revenue is based on judgements made in respect of the contracts to perform dredging services. Revenue is recognised when contractual milestones are achieved, which requires management to assess when the relevant performance obligations have been satisfied.

The company has appropriate internal control procedures over the determination the contract variables to ensure that revenue take n as at the balance sheet date and the extent of future revenue to contract completion are reasonably and consistently determined and subject to appropriate review and authorisation.

Debtor recoverability

Management applies judgement in evaluating the recoverability of debtors. This judgement is based on the ageing profile of debtors and historical experience. To the extent that the directors believe debtors not to be recoverable they have been provided for in the financial statements.

Key sources of estimation uncertainty

There are no key sources of estimation uncertainty on the amounts recognised in the financial statements.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Dredging services
52,845,471
53,227,739
Income from Joint Ventures
15,168,950
1,591,085
Internal recharges
34,733,376
16,006,438
102,747,797
70,825,262
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
54,360,740
53,978,763
Europe
48,387,057
16,846,499
102,747,797
70,825,262
2025
2024
£
£
Other revenue
Interest income
1,348,712
1,068,985
Exceptional item - gain on foreign exchange
2,887,282
-

Included in Turnover is contract revenue arising on construction contracts of £52,845,471 (2024: £53,227,739).

4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange (gains)/losses
-
0
610,216
Depreciation of owned tangible fixed assets
-
9,000
Operating lease charges
123,305
98,040
5
Exceptional item
2025
2024
£
£
Income
Exceptional item - Other operating income
2,887,282
-
NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Exceptional item
(Continued)
- 18 -

During the year, the Company recognised an exceptional foreign exchange gain of £2,887,282 arising from significant foreign currency movements on the retranslation of a foreign currency balance. This item is considered exceptional due to its size and non‑recurring nature due to the strengthening of GBP.

The amount has been presented as an exceptional item in the profit and loss account to provide a clearer understanding of the Company’s underlying performance for the year, in accordance with section 5.10 of FRS 102.

6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
16,200
For other services
All other non-audit services
13,950
26,344
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
1,348,712
1,068,985
8
Interest payable and similar expenses
2025
2024
£
£
Other interest
2,805
87,546
9
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Dredging crew
19
21
Office and management
40
42
Total
59
63
NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,688,140
5,827,757
Social security costs
765,262
675,334
Pension costs
208,440
211,387
6,661,842
6,714,478
10
Directors' remuneration
2025
2024
£
£
Emoluments
160,707
193,697
Company pension contributions to defined contribution schemes
75,388
6,830
Sums paid to third parties for directors' services
12,500
75,000
248,595
275,527

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,266,178
744,583
Adjustments in respect of prior periods
(176,406)
(779)
Group tax relief
176,406
-
0
Total current tax
1,266,178
743,804
NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
2025
2024
£
£
(Continued)
- 20 -
2025
2024
£
£
Profit before taxation
5,065,372
2,969,111
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,266,343
742,278
Effect of change in corporation tax rate
-
0
76
Permanent capital allowances in excess of depreciation
(165)
2,229
Under/(over) provided in prior years
-
0
(779)
Taxation charge for the year
1,266,178
743,804
12
Dividends
2025
2024
£
£
Interim paid
-
0
5,000,000
13
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2025 and 31 December 2025
60,000
Depreciation and impairment
At 1 January 2025 and 31 December 2025
60,000
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
14
Joint ventures

Details of the company's joint ventures at 31 December 2025 are as follows:

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Joint ventures
(Continued)
- 21 -
Name of undertaking
Registered office
Interest
% Held
held
Direct
Newwaves Solutions Limited - Jan De Nul Luxembourg SA VOF
Zuid-Oostsingel 24 h, 4611BB Bergen op Zoom, Netherlands
Co-ownership in unincorporated partnership
50.00
JV Shetland Link
Westminster House Crompton Way, Segensworth West, Fareham, Hampshire, PO015 5SS, UK
Co-ownership in unincorporated partnership
50.00
15
Fixed asset investments
2025
2024
Notes
£
£
Investments in joint ventures
14
1
1
Movements in fixed asset investments
Shares in joint venture
£
Cost or valuation
At 1 January 2025 & 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
1
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
7,697,324
1,936,916
Amounts owed by group undertakings
69,588,483
33,452,813
Amounts owed by parent undertakings
613,201
523,367
Amounts owed by undertakings in which the company has a participating interest
19,231,535
2,880,474
Other debtors
696,848
145,797
Prepayments and accrued income
13,499,568
10,172,264
111,326,959
49,111,631

Trade debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Debtors
(Continued)
- 22 -

Amounts owed by group undertakings and amounts owed by parent undertakings have payment terms of 60 days after the invoice has been raised with exception of £69.3m (2024: £33.0m) which is repayable on demand. There is no interest due on these balances with exception of the £69.3m (2024: £33.0m) balance which accrues interest at the the monthly EURIBOR rate for Euro balances and LIBOR for all other currency balances. All these balances are held on behalf of the company.

17
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
466,617
465,164
Amounts owed to group undertakings
95,040,442
34,876,037
Corporation tax
966,178
243,804
Other taxation and social security
211,491
697,588
Other creditors
362,376
403,966
Accruals and deferred income
1,860,371
3,804,782
98,907,475
40,491,341

Amounts owed to group undertakings have payment terms of 60 days after the invoice has been raised. There is no interest due on these balances.

18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
208,440
211,387

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.

The outstanding liability at the year end was £16,681 (2024 - £16,965).

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
350,000
350,000
350,000
350,000

The company has one class of ordinary shares which carry no right to fixed income.

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
103,000
65,360
21
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Sales
Sales
2025
2024
£
£
Entities over which the entity has control, joint control or significant influence
28,188,022
4,622,592
Joint venture sales income
2025
2024
£
£
Entities over which the entity has control, joint control or significant influence
15,168,950
1,591,085

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
7,382,481
2,880,474

Amounts owed from joint ventures are due on demand and carry no interest.

Other information

The company has taken advantage of the exemption in FRS102.33.1A not to disclose transactions with the other group companies as it is wholly owned within the group. Details of where consolidated accounts can be obtained is stated in note 22.

During the year, amounts payable by the company to companies controlled by the directors for directors' and consulting services totalled £12,500 (2024: £75,000). Amounts invoiced and unpaid at 31 December 2025 totalled £Nil (2024: £2,083).

NEWWAVES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
22
Ultimate controlling party

DEME N.V. (incorporated in Belgium) is regarded by the directors as being the company's ultimate parent company and which heads the largest group for which consolidated accounts are prepared that include the company.

The immediate parent company is Dredging International N.V. (incorporated in Belgium) which heads the smallest group for which consolidated accounts are prepared that include the company.

Copies of the above consolidated accounts are available from:

Haven 1025

Scheldedijk 30

B2070 Zwijndrecht

Belgium

This is the registered office of both the immediate and ultimate parent company.

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