The directors present the strategic report for the year ended 31 December 2025.
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.
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.
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.
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.
The board of directors of Newwaves Solutions Limited 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 company 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 directors 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 directors 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 directors 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 company’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 company’s plan.
Approved by the board and signed on its behalf by
The directors present their annual report and financial statements for the year ended 31 December 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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.
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).
Basis for 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
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.
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.
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.
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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. The company has therefore taken advantage of exemptions 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.
Share of results of associates and joint ventures
Profit shares 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.
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.
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.
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.
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, 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 payments 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. Amounts 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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 taken 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.
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.
There are no key sources of estimation uncertainty on the amounts recognised in the financial statements.
An analysis of the company's turnover is as follows:
Included in Turnover is contract revenue arising on construction contracts of £52,845,471 (2024: £53,227,739).
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.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
Details of the company's joint ventures at 31 December 2025 are as follows:
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.
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.
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).
The company has one class of ordinary shares which carry no right to fixed income.
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:
During the year the company entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
Amounts owed from joint ventures are due on demand and carry no interest.
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).