VHL - FY2025 Results Announcement 31 Dec 2025 Final (1.07 MB)

Condensed interim consolidated statement of profit or loss and other comprehensive income…..2

Condensed interim statements of financial position 6

Condensed interim statements of changes in equity 10

Condensed consolidated interim statement of cash flows 14

Notes to the condensed interim consolidated financial statements 16

Other information required by Appendix 7C of the Catalist Rules 27

This announcement has been reviewed by the Company's sponsor, RHT Capital Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the sponsor is Mr. Khong Choun Mun at 36 Robinson Road, #10-06 City House, Singapore 068877, Email: sponsor@rhtgoc.com.

* Less than US$1,000

Note:

(1) N/M - Not meaningful

1. Revenue

   The Group recorded revenue of approximately US$332.3 million in FY2025, representing a decrease of 33% from US$497.9 million in FY2024. The decrease was mainly attributable to the Shipyard and Newbuild Management Services segment, which saw a slowdown in the progress of ongoing newbuild projects during the year as a higher proportion of projects were in the advanced or completion stages. As revenue for this segment is recognised based on the percentage of completion method, lesser project progress in FY2025 resulted in reduced revenue recognition. In addition, the number of ongoing projects in FY2025 was lower as compared to FY2024. This was partially offset by an increase in revenue from the Vessel Chartering and Management segment, supported by the expanded fleet following vessel additions in FY2024. The improvement was also driven by higher charter rates and improved vessel utilisation.

   The Vessel Chartering and Management segment and the Shipyard and Newbuild Management Services segment accounted for approximately 22% and 78% respectively of the Group's revenue in FY2025, as compared to approximately 9% and 91% respectively in FY2024.

2. Gross profit

   The Group recorded a gross profit of US$27.0 million in FY2025, representing a decrease of US$2.6 million or 9% from US$29.6 million in FY2024. The decline in gross profit was mainly attributable to the Shipyard and Newbuild Management Services segment, which reported lower gross profit compared to the corresponding period in the previous financial year, while gross profit from the Vessel Chartering and Management segment increased.

   The Group's Shipyard and Newbuild Management Services segment registered a decline in gross margin of 1.2% from 4.1% in FY2024 to 2.9% in FY2025, mainly due to higher project costs recognised. In contrast, the gross margin of the Vessel Chartering and Management segment remained comparable at approximately 24.9%.

3. Other income/(loss), net

   The Group recorded other income of US$8.4 million in FY2025, compared to an income of US$0.1 million in FY2024. The increase was mainly attributable to lower bad debts written off amounting to US$0.7 million, a gain on disposal of assets of US$3.9 million, and higher net foreign exchange gains of US$3.1 million in FY2025. In addition, the loss recorded in FY2024 included a write-off of US$0.6 million arising from the impairment on remeasurement of assets held for sale, which did not recur in FY2025.

4. Administrative expenses

   The decrease in administrative expenses by US$0.1 million or 2% from US$10.2 million in FY2024 to US$10.1 million in FY2025 was mainly attributable to lower professional fees.

5. Finance costs

   Finance costs amounted to US$17.0 million in FY2025, compared to US$17.6 million in FY2024. The slight decrease was mainly attributable to lower loan interest rates in FY2025. This was partially offset by higher interest expense arising from the drawdown of advances from shareholder and interest on lease liabilities, following the recognition of new right-of-use ("ROU") assets during FY2025 and at the end of the corresponding period in FY2024.

6. Share of results of joint venture

   The Group recorded a share of profit of US$0.6 million from its joint venture in FY2025. The joint venture, which was acquired in August 2024, continued to contribute positively to the Group's performance, driven by stable vessel chartering and provision of ancillary services in FY2025.

   The Group's share of results is recognised based on the equity method of accounting, in accordance with SFRS(I)

   1-28 Investment in Associates and Joint Venture.

7. Exceptional item

   The exceptional net gain of US$2.5 million in FY2025 was primarily attributable to the gain arising from restructuring one of the Group's term loans, while the exceptional gain of US$19.2 million in FY2024 was mainly due to the gain on settlement of Series A convertible bonds and perpetual capital securities amounting to US$15.3 million and US$5.6 million respectively, partially offset by a loss on deconsolidation of subsidiaries of US$1.8 million.

8. Profit attributable to owners of the Company

As a result of the above, the Group registered a lower profit attributable to owners of the Company of US$10.7 million in FY2025 as compared to US$20.4 million in FY2024.

Note Group Company As at As at

Explanatory Notes to the condensed interim statements of financial position

1. Trade and other receivables

   Trade receivables increased from US$37.0 million as at 31 December 2024 to US$106.9 million as at 31 December 2025. The increase was mainly attributable to receivables arising from ongoing newbuild projects, which are billed and collected in accordance with the billing schedules and milestone-based payment terms. In addition, trade receivables from the Vessel Chartering and Management segment increased, driven by a higher level of vessel charter activities in FY2025.

   Other receivables decreased to US$53.7 million as at 31 December 2025 from US$125.6 million as at 31 December 2024. This was attributable mainly to the utilisation of down-payments and prepayments made to third-party suppliers for the construction of new vessels that is aligned with the progress of the newbuild projects.

2. Financial assets at fair value through other comprehensive income - current

   As at 31 December 2024, financial assets at fair value through other comprehensive income ("FVOCI") -current comprised investments in unquoted preference shares. During FY2025, a partial redemption of US$23.3 million was received following the disposal of the mortgaged vessel, of which the proceeds was applied towards the repayment of a term loan. Thereafter, a fair value loss was recognised on the remaining preference shares as no recoverable value remained following the restructuring of the remaining term loan. As a result, the carrying amount of these unquoted preference shares was US$Nil as at 31 December 2025, compared to US$27.3 million as at 31 December 2024.

3. Asset held for sale

   During FY2025, the Group completed the sale of a vessel that was classified as an asset held for sale as at 31 December 2024. The vessel had been remeasured to US$950,000, being the lower of its carrying amount and fair value less costs to sell. The sale was completed for a net cash consideration of US$950,000.

4. Property, plant and equipment

   Property, plant and equipment decreased slightly to US$89.3 million as at 31 December 2025 from US$89.5 million as at 31 December 2024. The depreciation expense recognised during the year was partially offset by additions during the year which mainly comprised purchase of new equipment, drydocking of certain vessels, leasehold improvements, and construction of a new floating dock.

5. Right-of-use assets

   Right-of-use assets increased to US$70.5 million as at 31 December 2025 from US$62.4 million as at 31 December 2024, mainly due to the recognition of new leases for shipyard and equipment assets during the year. The increase was partially offset by depreciation expenses recognised during the period.

6. Joint ventures

   The Group recorded a share of profit of US$0.6 million in FY2025 from its joint venture, which increased its investment in joint venture from US$0.2 million as at 31 December 2024 to US$0.8 million as at 31 December 2025.

7. Total current and non-current term loans

   Total current and non-current borrowings decreased to US$93.9 million as at 31 December 2025 from US$116.7 million as at 31 December 2024, mainly due to repayment and restructuring of term loans during the year. This was partially offset by additional drawdowns during FY2025.

   Explanatory Notes to the condensed interim statements of financial position (cont'd)
8. Trade and other payables

   The Group's trade payables increased to US$77.0 million as at 31 December 2025 from US$30.0 million as at 31 December 2024. The increase was mainly attributable to higher charter hire expenses for vessels and the timing of payments to suppliers, which resulted in a lengthening of the payable cycle during the year.

   Other payables increased to US$139.8 million as at 31 December 2025 from US$92.1 million as at 31 December 2024. The increase was primarily due to higher project-related accruals and provisions.

9. Contract assets/(liabilities)

   The change in contract assets/(liabilities) is aligned with the stage of progress of the newbuild projects in the Shipyard and Newbuild Services segment.

10. Lease liabilities

Total current and non-current lease liabilities decreased to US$44.0 million as at 31 December 2025 from US$50.2 million as at 31 December 2024, mainly due to repayments of lease liabilities and lease modifications during the year. This was partially offset by the recognition of new lease liabilities arising from the acquisition of right-of-use assets during the year.

Group

Attributable to owners of the Company and capital securities holders

* Less than US$1,000

Group (continued)

Attributable to owners of the Company and capital securities holders

Balance at 1 January 2024 Total comprehensive income

Profit for the year

Other comprehensive loss for the year

Total

Transactions with owners and capital securities holders

* Less than US$1,000

Company

Share capital Shareholder's

Group

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

1. The Group's cash and cash equivalents decreased by US$4.4 million from US$12.0 million as at 31 December 2024 to US$7.6 million as at 31 December 2025.

2. The Group generated net cash of US$17.6 million from operating activities during FY2025. Net cash generated from investing activities amounted to US$20.0 million in FY2025, mainly attributable to proceeds from the redemption of investments in unquoted preference shares and the disposal of plant and equipment, and partially offset by the purchase of property, plant and equipment. Net cash used in financing activities in FY2025 amounted to US$42.0 million, mainly due to repayments of loans, interest payments, and payments of lease liabilities. This was partially offset by advances from shareholders of US$8.3 million and drawdowns of new loans during the year.

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

1. Corporate information

   Vallianz Holdings Limited (the "Company") is incorporated and domiciled in Singapore and whose shares are publicly traded on the Catalist Board of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The primary activity of the Company is that of investment holding. The principal activities of the Group are those of vessel ownership and chartering, provision of shipbuilding / shipyard and engineering services, manufacture, assembly and repair of ships and vessels and investment holding.

2. Basis of preparation

   The condensed interim financial statements for the six months and financial year ended 31 December 2025 have been prepared in accordance with Singapore Reporting Standards (International) ("SFRS(I)") 1-34 Interim Financial Reporting. The condensed interim financial statements do not include all the information required for a complete set of financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in the Group's financial position and performance since the last annual financial statements for the financial year ended 31 December 2024 ("FY2024").

   The accounting policies adopted are consistent with those of the previous financial year which were prepared in accordance with SFRS(I)s, except for the adoption of new and amended standards as set out in Note 2.3. The condensed unaudited financial statements are presented in United States dollar which is the Company's functional currency and all values are rounded to the nearest thousand ("US$'000") unless otherwise indicated.

   1. Going concern assumption

      As at 31 December 2025, the Group was in a net current liabilities position of US$2,104,000. The Group has total borrowings of US$93,875,000, of which US$10,212,000 are classified as current liabilities. The Group recorded a net profit of US$9,047,000 and net cash inflows from operations of US$17,630,000 for the financial year ended 31 December 2025.

      During the financial year, the Group breached certain financial covenants attached to its term loans. Waivers in respect of these covenant breaches have been obtained from the relevant lenders and remain valid up to 31 December 2026.

      Notwithstanding the above, the Directors are of the opinion that the going concern assumption is appropriate in the preparation of the condensed interim consolidated financial statements for FY2025, after taking into account the following:

      1. the Group has obtained from its ultimate holding company an undertaking to provide continuing financial and other support as necessary to the Group so as to enable it to continue its operations for the next 17 months from the date of this announcement and to continue to trade and to meet its financial obligations and commitments. As part of the financial support, the ultimate holding company and the subsidiary of the ultimate holding company who is controlled by the ultimate holding company will not demand the repayment of the shareholder's advances and is agreeable to classify these shareholder's advances (amounting to US$121,911,000 as at 31 December 2025) as equity; and

      2. as at the date of this announcement, the Group has not been served with any notices of events of default for any of its loans.

Accordingly, the Directors are satisfied that the Group will be able to continue in operational existence for the foreseeable future.

A number of amendments to standards have become applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting those standards.

1. Seasonal operations

   The Group's businesses are not affected significantly by seasonal or cyclical factors during the financial

   period.

2. Segment and revenue information

   The executive director of the Group, who reviews the consolidated results prepared in the following reportable segments when making decisions about allocating resources and assessing performance of the Group:

   1. Vessel chartering and management: chartering of vessels and third-party vessel management services;

   2. Shipyard and newbuild management services: in-house fabrication and engineering services such as ship building, fabrication works and ship repairs, brokerage income, commission income, as well as consultancy and vessel project management; and

   3. Investment holding: holding investments for long-term purposes.

For the purposes of monitoring segment performance and allocating resources between segments, the chief operating decision maker monitors the tangible and financial assets attributable to each segment based on the types of revenue it generates. All assets and liabilities are allocated to reportable segments, except for deferred tax assets and deferred tax liabilities.

Information about reportable segments

Group

Vessel Chartering and Management

Shipyard and Newbuild Management Services

Investment

Holding Elimination Total

US$'000 US$'000 US$'000 US$'000 US$'000

2HFY2025

Revenue

External sales 43,582 91,537 - - 135,119 Inter-segment sales - - 3,581 (3,581) -

43,582 91,537 3,581 (3,581) 135,119

Results

Segment results 12,498 4,695 (3,066) - 14,127

Finance costs (3,295) (272) (4,758) - (8,325)

Share of results of joint

venture 486 - - - 486 Operating profit/(loss) 9,689 4,423 (7,824) - 6,288 Exceptional item - - 2,531 - 2,531

Profit before tax 8,819

Income tax expense (2,257)

Profit for the year 6,562

Segment assets and segment liabilities

Segment assets 169,404 208,860 96,506 - 474,770

Segment liabilities 162,832 194,020 13,496 - 370,348 Deferred tax liabilities 3,798

Total liabilities 374,146

Other information

Bad debts written off 269 39 46 - 354

Loss allowance for trade and

other receivables reversed (1,637) (37) - - (1,674) Depreciation of property,

plant and equipment 853 835 153 - 1,841 Net foreign exchange

(gain)/loss (6) 851 (1) - 844

Additions to property, plant

and equipment 7,574 4,184 - - 11,758

Group (continued)

Vessel Chartering and Management

Shipyard and Newbuild Management Services

Investment

Business Elimination Total

US$'000 US$'000 US$'000 US$'000 US$'000

Group (continued)

Vessel Chartering and Management

Shipyard and Newbuild Management Services

Investment

Business Elimination Total

US$'000 US$'000 US$'000 US$'000 US$'000

FY2025

Other information

Bad debts written off 269 515 46 - 830

Loss allowance for trade and other receivables

reversed (1,637) (38) - - (1,675)

Depreciation of property,

plant and equipment 6,393 1,627 311 - 8,331 Net foreign exchange

(gain)/loss (87) (2,525) 244 - (2,368)

Net gain on disposal of property, plant and

equipment (3,877) - - - (3,877) Additions to property,

plant and equipment 7,759 4,208 863 - 12,830

FY2024

Revenue

External sales 43,795 454,063 - - 497,858

Results

Segment results 9,842 15,748 (6,075) - 19,515

Finance costs (6,467) (134) (11,034) - (17,635)

Share of results of joint 160 - - - 160

venture Operating profit/(loss) 3,535 15,614 (17,109) - 2,040 Exceptional item - - 19,150 - 19,150 Profit before tax 21,190

Income tax expense (3,360)

Profit for the year 17,830

Segment assets and segment liabilities

Segment assets 162,866 197,780 106,466 - 467,112

Segment liabilities 159,650 199,268 23,545 - 382,463 Deferred tax liabilities 1,215

Total liabilities 383,678

Other information

Bad debts written

off/(recovered) 1,819 (212) 79 - 1,686 Loss allowance for trade

and other receivables

(reversed)/recognised (80) 49 - - (31) Depreciation of property,

plant and equipment 5,795 1,625 61 - 7,481

Net foreign exchange loss 162 438 63 - 663

Additions to property,

plant and equipment 13,295 1,554 26 - 14,875

1. Disaggregation of Revenue

   Geographical information

   The directors of the Company consider that the nature of the Group's business where it operates across international waters precludes a meaningful allocation of revenue and non-current assets as defined under SFRS(I) 8 Operating Segments. The revenue is derived from, and non-current assets are primarily used in, geographical markets for vessel chartering and brokerage and management services throughout the world.

   Group Group

   	2HFY2025 US$'000	2HFY2024 US$'000	FY2025 US$'000	FY2024 US$'000
   At a point in time: Vessel chartering and management	8,134	417	19,859	3,808
   Shipyard and newbuild management
   services	- 1,604		8 2,585
   	8,134	2,021	19,867	6,393
   Over time: Vessel chartering and management	35,448	18,882	54,559	39,987
   Shipyard and newbuild management
   services 91,537 217,297			257,847 451,478
   126,985 236,179			312,406 491,465
   135,119 238,200			332,273 497,858

2. Profit before tax

   Profit for the year has been arrived at after charging/(crediting):

   Group Group

   				2HFY2025 US$'000	2HFY2024 US$'000	FY2025 US$'000	FY2024 US$'000
   Bad debts written off				354	1,822	830	1,686
   Loss allowance for trade and			other
   receivables reversed				(1,674)	(31)	(1,675)	(31)
   Net foreign exchange loss/(gain)				844	385	(2,368)	663
   Gain from disposal of equipment				-	-	(3,877)	-
   Gain from early termination of lease				(52)	-	(52)	-
   Exceptional loss on deconsolidation of
   subsidiaries, net				-	1,809	-	1,809
   Impairment loss on remeasurement of asset
   held for sale				-	640	-	640
   Exceptional gain on loan restructuring				(2,531)	-	(2,531)	-
   Exceptional gain on settlement of convertible
   bond				-	(15,312)	-	(15,312)
   Exceptional gain on settlement of perpetual
   capital securities				-	(5,646)	-	(5,646)
   Depreciation of	property,	plant	and
   equipment				1,841	3,931	8,331	7,481
   Depreciation of right-of-use assets			2,713		1,328	5,549	2,557
   Finance costs				8,325	9,807	17,039	17,635

3. Related party transactions

   In addition to the related party information disclosed elsewhere in the condensed interim financial statements, the following transactions between the Group and related parties took place during the financial year/period:

   Group Group
   	2HFY2025 US$'000	2HFY2024 US$'000	FY2025 US$'000	FY2024 US$'000
   Ultimate holding company Payment made on behalf of	11	7	21	7
   Receipt of other goods and services (9) (703) (74) (703)
   Related companies Charter hire expense	(6,542)	(1,543)	(14,826)	(1,598)
   Loan interest	(4,621)	(3,864)	(8,315)	(5,549)
   Payment made on behalf by	(97)	(8,169)	(974)	(8,231)
   Payment made on behalf of	1,398	812	2,101	812
   Shipyard and newbuild management services	36,409	89,486	135,795	318,838
   Provision of other goods and services	403	352	896	654
   Shareholder's advances	-	(51,104)	-	(66,813)
   Receipt of other goods and services	(254)	(153)	(567)	(418)

   Additions to right-of-use assets - 34,659 - 34,659

4. Income tax expense/(credit)

   The Group calculates the income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense/(credit) in the condensed interim consolidated statement of profit or loss are:

   Group Group 2HFY2025 2HFY2024 FY2025 FY2024 US$'000 US$'000 US$'000 US$'000

   Current income tax expense 313 1,702 303 1,745 Deferred income tax (credit)/expense relating

   to origination and reversal of temporary

   differences 1,917 295 1,877 (12) Withholding tax expense 27 1,627 218 1,627

   Total tax expense 2,257 3,624 2,398 3,360

5. Dividends

No dividends were declared or paid by the Company in FY2025 and FY2024.

Group

These investments in equity instruments are not held for trading. Accordingly, Management has elected to designate these investments in equity instruments as fair value through other comprehensive income ("FVOCI") as Management believes that recognising short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes and realising their performance potential in the long run.

No investment in unquoted preference shares and unquoted equity shares measured at FVOCI has been disposed of during the current and previous reporting period.

1. Financial assets held at fair value through other comprehensive income (continued)

   Unquoted preference shares

   The investments in unquoted preference shares represent preference shares issued by a related party,

   Resolute Offshore Pte Ltd ("ROPL") for the conversion of convertible bonds.

   In 2011, the Group acquired the assets and liabilities from an unrelated party, CSOTL Offshore Limited ("CSOTL"). In the transaction, the vessel owned by CSOTL ("Vessel") was transferred to ROPL in exchange for US$155,000,000 of convertible bonds to be held by the Group. The Group had taken a bank loan which was secured against the Vessel held by ROPL ("Term Loan").

   ROPL was subsequently disposed by its original shareholders to one of the Company's major shareholders, Swiber Holdings Limited. Pursuant to the change in shareholders, the convertible bonds were converted to preference shares issued by ROPL amounting to US$155,000,000.

   The terms and conditions of the unquoted preference shares are set out below:

   1. Non-convertible;

   2. Non-voting;

   3. Dividend rate of 5.2% per annum payable semi-annually at the discretion of issuer. No dividend will be paid on the ordinary shares of ROPL if payment is not made on the preference share dividends; and

   4. Right to redeem the preference shares lies with the issuer. Redemption amount comprises the par value.

As at 31 December 2025, ROPL had redeemed a total of US$105,529,000 of preference shares held by the Group, of which US$23,308,000 (FY2024: US$4,421,000) was redeemed during FY2025 through the disposal of the Vessel and applied towards repaying the Term Loan. This resulted in a fair value loss of US$4,000,000 (FY2024: US$Nil) being recognised on the remaining preference shares, as no recoverable value remained following the repayment of the Term Loan. Refer to Note 15 for further details on the arrangement for the Term Loan.

Since the financial period ended 31 March 2017, the Group has recognised an accumulated impairment loss of US$45,471,000 on the unquoted preference shares which was recognised in prior years upon the completion of a review of the fair value of the carrying amount of the asset, following the entry of the issuer's ultimate holding company into judicial management in July 2016.

Reconciliation of fair value measurement of the unquoted preference shares is as follows:

Group

1. Financial assets held at fair value through other comprehensive income (continued)

   Unquoted equity shares

   The unquoted equity shares represent the Group's 19.77% interests in the ordinary share capital of

   Rawabi Vallianz Offshore Services Company Limited.

   The Group engages third-party qualified valuers to perform the valuation. Management works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as long-term revenue growth rate, management's experience and knowledge of market conditions of the specific industries. Changes in assumptions relating to these factors could affect the reported fair value of financial assets.

2. Asset held for sale

   During FY2025, the Group completed the sale of a vessel that had been classified as an asset held for sale as at 31 December 2024. The vessel had been remeasured to US$0.95 million, being the lower of its carrying amount and fair value less costs to sell. The sale was completed for a net cash consideration of US$0.95 million.

3. Property, plant and equipment

   During FY2025, the Group acquired assets amounting to US$12,830,000 (FY2024: US$14,875,000).

   Impairment and valuation of property, plant and equipment

   The Group had considered the existence of impairment indicators and thereon assessed the recoverable amounts of vessels as at the end of each financial year end. The recoverable amounts were determined based on the valuations performed by independent vessel brokers which involve estimating the fair values less costs of disposal of the vessels. The valuation process involves significant judgement and estimations in the underlying assumptions to be applied. Amongst other matters, inputs and assumptions used in the valuations include, but not limited to, recent transaction prices for similar vessels, adjusted for the age and conditions of the respective vessels. There is no additional impairment provided during the current reporting period (FY2024: US$Nil).

4. Financial assets and financial liabilities Group Company

   	31 Dec 2025 US$'000	31 Dec 2024 US$'000	31 Dec 2025 US$'000	31 Dec 2024 US$'000
   Financial assets Financial assets at amortised cost	141,021	66,101	377,964	486,761
   Financial assets at fair value through OCI	60,853	88,161	-	-
   Total	201,874	154,262	377,964	486,761
   Financial liabilities Financial liabilities at amortised cost	270,931	212,112	196,246	299,730
   Lease liabilities	43,991	50,158	-	-
   Total	314,922	262,270	196,246	299,730

5. Term Loans

   Amount repayable within one year or on demand

   Group

   31 Dec 2025 31 Dec 2024 US$'000 US$'000

   - Secured 10,212 28,426

   Amount repayable after one year

   - Secured 83,663 88,235

   The Group's borrowings are secured by:

   1. Mortgage over the Group's property, vessels and equipment and a vessel held by a related company

      of a corporate shareholder;

   2. Assignment of marine insurances in respect of certain vessels;

   3. Monies pledged;

   4. Assignment of earnings / charter proceeds in respect of certain vessels;

   5. Corporate guarantees from the Company;

   6. The investment in unquoted preference shares held by the Group; and

   7. The shares of subsidiary corporations incorporated in Singapore.

      During FY2025, the Group redeemed its unquoted preference shares amounting to US$23,308,000, which was applied towards the repayment of one of its term loans. Concurrently, Resolute Pte Ltd ("RPL") entered into a restructuring arrangement with the financial institution in respect of the remaining balance of the same term loan, pursuant to which the Group undertook to pay an aggregate amount of US$4,000,000 in instalments for the full and final settlement of the term loan. This resulted in a net gain on loan restructuring of US$2,531,000, after taking into account the fair value loss of the unquoted preference shares, which served as the financial instrument for the term loan (refer to Note 11 for further details on the fair value loss of the unquoted preference shares).

      During the financial year, the Group breached certain financial covenants attached to its term loans. Waivers in respect of these covenant breaches have been obtained from the relevant lenders and remain valid up to 31 December 2026.

6. Share capital Group and Company No. of shares US$'000

   Issued and fully paid, with no par value

   At 31 December 2025 and 31 December 2024 1,211,620 382,274

   The Company's subsidiaries do not hold any shares in the Company as at 31 December 2025 and 31 December 2024.

   The Company did not hold any treasury shares and outstanding convertibles as at 31 December 2025 and 31 December 2024.

   There is no change in share capital since the end of the previous period reported on.

7. Fair value of assets

The Group classifies financial assets measured at fair value using a fair value hierarchy which reflects the significance of the inputs used in making the measurement. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The table below analyses the Group's assets that are measured at fair value on a recurring or non-recurring basis in the statement of financial position after initial recognition.

Group

Level 1 Level 2 Level 3

US$'000 US$'000 US$'000

Financial assets:

Financial assets at FVTOCI

- Unquoted equity shares - - 60,853

At 31 December 2025 - - 60,853

Financial assets:

Financial assets at FVTOCI

- Unquoted equity shares - - 88,161

At 31 December 2024 - - 88,161

Except as disclosed in the respective notes, the carrying amounts of the current financial assets and financial liabilities, including cash and cash equivalents, trade receivables, trade payables, lease liabilities and bank borrowing and the above financial assets, approximate their respective fair values.

1. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.

   The condensed statements of financial position of Vallianz Holdings Limited and its subsidiaries (the "Group") as at 31 December 2025 and the related condensed interim consolidated statement of profit or loss and other comprehensive income, condensed statements of changes in equity and condensed consolidated statement of cash flows for the six months and financial year ended 31 December 2025 and certain explanatory notes have not been audited or reviewed.

2. Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion:
   1. Updates on the efforts taken to resolve each outstanding audit issue.
   2. Confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed.

      Not applicable.

3. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:
   1. any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
   2. any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.

      Please refer to Explanatory Notes to the unaudited condensed interim financial statements for the financial year ended 31 December 2025.

4. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.

   Not applicable. No forecast or prospect statement has been previously disclosed to shareholders.

5. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.

   Over the next 12 months, the Group's operating conditions are expected to remain subject to a combination of geopolitical developments, oil price volatility, and macroeconomic uncertainty, which may influence offshore activity levels and the timing of project awards. In this context, the Group remains focused on preserving operational resilience, cost discipline and strategic flexibility, while remaining attentive to developments and opportunities across its core markets.

   In its January 2026 World Economic Outlook Update (1), the International Monetary Fund projected global GDP growth at 3.3% in 2026 and 3.2% in 2027, broadly stable versus 2025, while global headline inflation is forecast to ease from an estimated 4.1% in 2025 to 3.8% in 2026 and 3.4% in 2027.

   According to the International Energy Agency's (IEA) January 2026 Oil Market Report (2), global oil supply is expected to continue expanding, with output projected at approximately 108.7 mb/d in 2026. The IEA has also highlighted the risk of a significant surplus of 4.25 mb/d in 1Q 2026 as supply exceeds demand.

   In offshore marine services, Clarksons Research notes in its October 2025 "Offshore Review & Outlook" that OSV market conditions softened from the 2023-24 peaks, but remained above historical averages. The Clarksons OSV Rate Index has eased modestly from mid-2024 highs, yet continues to reflect elevated utlisation and rates relative to pre-pandemic levels, supported by tight fleet supply and limited newbuilding activity. While short-term volatility may persist due to project timing and macroeconomic uncertainty, underlying demand for offshore support vessels is expected to remain supported by active oil and gas regions across key regions such as the Middle East which is one of the Group's key markets.

   Within this environment, The Group will continue to focus on disciplined execution, fleet utilisation and cost control, while pursuing value-accretive opportunities across its core business lines in chartering, shipyard and newbuild management. In addition, The Group will actively pursue newbuild project management and shipbuilding-related opportunities. In parallel, the Group is expanding into maritime electrification and hybrid marine solutions, including electric and hybrid vessel systems and charging infrastructure, to position the Group for growth in the low-and zero-emission vessel segments alongside its traditional offshore support activities.

   Footnotes:

   (1) January 2026 World Economic Outlook Updates: https://www.imf.org/en/publications/weo/issues/2026/01/19/world-economic-outlook-update-january-2026

   (2) International Energy Agency's (IEA) January 2026 Oil Market Report: https://www.iea.org/reports/oil-market-report-january-2026

6. Dividend
   1. Whether an interim (final) ordinary dividend has been declared or recommended.

      No dividend has been declared or recommended for the current financial year.

   2. Corresponding period of the immediately preceding financial year

      No dividend has been declared or recommended for the financial year ended 31 December 2025.

   3. Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state whether the tax rate and the country where the dividend is derived. (if the dividend is not taxable in the hands of shareholders, this must be stated).

      Not applicable.

   4. The date the dividend is payable

      Not applicable.

   5. The date on which Registrable Transfers received by the Company (up to 5.00pm) will be registered before entitlements to the dividend are determined.

      Not applicable.

7. If no dividend has been declared (recommended), a statement to that effect and the reasons for the decision.

No dividend has been declared or recommended for the financial year ended 31 December 2025 to conserve cash in view of the current economic and interest rate environment.