Preliminary results for the year ended 31 Dec 2024

Ocean Wilsons Holdings Limited

Preliminary results for the year ended 31 December 2024

STRATEGIC REPORT

About Ocean Wilsons Holdings Limited

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, holds a portfolio of international investments and operates a maritime services company in Brazil. The Company is listed on both the London Stock Exchange and the Bermuda Stock Exchange.

Principal Activities

The Company's principal activities are currently the management of a diverse global investment portfolio and the provision of maritime and logistics services in Brazil.

Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments) Limited ("OWIL") and Wilson Sons S.A. ("Wilson Sons") (together with the Company and their subsidiaries, the "Group").

In October 2024, the Company agreed to sell its entire interest in Wilson Sons, with completion of this transaction expected in Q2 or Q3 of 2025, subject to regulatory approvals and other closing conditions.

Following its announcement of the transaction, the Board undertook an extensive consultation exercise with shareholders regarding its use of net proceeds from the transaction. Having considered the feedback from that exercise, the Company announced on 20 March 2025 that it intends to return a portion of those net proceeds to shareholders by way of a tender offer for up to 7,072,608 ordinary shares of 20 pence each in the capital of the Company representing 20% of the issued share capital of the Company.

The tender offer has been sized on the basis that it is the largest practicable that the Company is currently able to undertake while ensuring that the Company does not become a "close company" for the purposes of the UK Income and Corporation Taxes Act 1988.

The Board expects to launch the tender offer as soon as reasonably practicable following completion of the transaction, at which point the detailed terms of the tender offer, including its structure, terms and pricing, will also be provided to shareholders.

The Board continues to consider a range of strategic options in relation to its use of the net proceeds of the transaction remaining after completion of the tender offer and expects to make a further announcement in due course.

Objective

The Company's objective is, and will continue to be post the completion of the sale of Wilson Sons, to focus on long-term value creation through its investment holdings, leveraging our long-standing investment market relationships and through detailed insights and analysis.

Data Highlights

The Chair's Statement

I am pleased to present the 2024 Annual Report for Ocean Wilsons. 2024 was a pivotal year for the Company as we took significant steps to reshape the business. The Board remains focused on prudent capital allocation and optimising outcomes for our shareholders in the years ahead.

Sale of Wilson Sons

A defining event of the year was the announcement in October 2024 that we had agreed to sell our entire interest in Wilson Sons to SAS Shipping Agencies Services Sàrl, a wholly owned subsidiary of MSC Mediterranean Shipping Company SA, for BRL17.50 per share. This decision reflects the ongoing consolidation trend in the global port operations industry, where larger players are driving market efficiencies. While Wilson Sons has continued to generate strong revenues and earnings, we firmly believe that this sale represents a compelling opportunity to realise value for our shareholders while positioning Ocean Wilsons for the future.

Until the completion of the transaction, Ocean Wilsons continues to benefit from Wilson Sons' financial performance, including dividend distributions, which are returned to shareholders through our dividend policy. We remain confident in the contribution of Wilson Sons to our overall financial strength until completion of the disposal.

Use of Proceeds and Shareholder Consultation

Following extensive consultation with shareholders on the optimal use of proceeds from the Wilson Sons sale, the Board announced on 20 March 2025 its intention to initiate a tender offer for up to 20% of the Company's outstanding shares. The detailed terms of the tender offer, including pricing and structure, will be finalised and announced to shareholders as soon as reasonably practicable following the closing of the Wilson Sons transaction. This return of capital has been sized so as to balance our commitment to delivering shareholder returns while ensuring that the Company does not become a "close company" for the purposes of the UK Income and Corporation Taxes Act 1988.

The use of the remaining proceeds from the sale are still under consideration and the Board is actively engaged in assessing various strategic opportunities. We are committed to ensuring that these funds are deployed in a manner that aligns with our overall business strategy and responds to the shareholder feedback we received in our consultation process. The market will be updated as our plans evolve in the coming months.

Investment Portfolio Performance and Market Outlook

Our investment portfolio subsidiary, OWIL, delivered a net return of 5.3% in 2024. While this was a solid performance, particularly in the context of broader market conditions, the return aligns with the expected volatility that is likely to increase in 2025 given the initial experience and the anticipated policies under the Trump administration. Despite near-term uncertainties, OWIL remains well-positioned with a strategy focused on diversified, high-quality investments that support steady and sustainable growth.

Commitment to Future Growth and Shareholder Returns

Looking ahead, our primary focus remains on delivering sustainable financial performance and ensuring effective capital management. We are committed to:

· Returning capital to shareholders - through the planned tender offer and distribution of the regular dividends from Wilson Sons, while maintaining financial flexibility.

· Strategic capital deployment - ensuring that the remaining proceeds from the Wilson Sons sale are utilised in a manner that aligns with our corporate objectives and which provides appropriate shareholder returns.

· Maintaining a robust investment portfolio - OWIL remains well-positioned to navigate market volatility while continuing to generate positive returns.

The Board remains confident in the strength of Ocean Wilsons' investment approach and is fully committed to executing initiatives that support sustainable performance and shareholder value creation. We appreciate the continued support of our investors and look forward to the opportunities that lie ahead as we enter this new phase for the Company.

We have proudly invested in Wilson Sons for over 80 years, and I would like to extend our deep appreciation to the Wilson Sons board, management, and employees for their enduring partnership. They have consistently delivered strong operational results and provided vital support throughout Ocean Wilsons' strategic review and subsequent due diligence processes. Their professionalism, commitment, and willingness to facilitate the transaction, including assistance with the regulatory filing requirements, has been invaluable. We leave Wilson Sons with immense gratitude for their many contributions to our Company's history, growth, and reputation and wish them every future success.

Caroline Foulger

Chair

19 March 2025

Business Review

Investment Manager Report

The past year was a familiar story as the US continued to dominate global equity markets. Against the backdrop of robust growth and falling inflation, interest rates in the US started to decline. Markets continued to be led by the Magnificent 7 technology companies - Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta and Tesla - while much of the rest of the world struggled with stagnant, or declining, economic growth. This was partly due to the increasing importance of geopolitics, with wars continuing in Ukraine and the Middle East, and the shift in Europe away from mainstream political parties to more far right and left-wing parties. The most significant event was the re-election of Donald Trump as US President in November. Trump promised an America First policy agenda and while much of the detail will take some time to emerge, it is clear that he intends to be more aggressive in his trade dealings with both America's allies and enemies and to seek to cut taxes, regulation and immigration at home.

Against this backdrop, the investment portfolio had a gross return of 6.5% and a net return of 5.3%, while the portfolio's absolute benchmark (US CPI Urban Consumers NSA + 3% p.a.), which is inflation based, returned 5.9%. The portfolio performance was ahead of a 60:40 composite of the equal weighted equity index and global treasuries, which rose 1.4% during the year.

Cumulative Portfolio Returns

* Net of management and performance fees. No performance fees were earned in 2024 and 2023 as the high-water mark was not exceeded.

Portfolio Commentary

It has now been over a decade since the investment strategy was changed in 2014 to provide investors with a balanced portfolio of global assets that combines exposure to both public and private equities, and a more defensive portion added to the portfolio in 2016 that is invested in assets that provide diversified returns, resulting in an increase of the monetary value of the portfolio of US$76.9 million from US$249.0 million to US$325.9 million with US$56.2 million paid out in dividends.

Public Equity and Directional Hedge Funds

The portfolio's public equity and directional hedge funds segment include long-only funds and directional funds. In 2024, the US market and the technology sector continued to be the primary contributors to the portfolio's performance. Public equity funds returned 11.4%, while directional hedge funds returned 12.2%. Both these returns are strongly ahead of the MSCI ACWI Equal Weighted Index that gained 5.4% over the year. We believe this index gives a better indication of wider market performance as it does not have the distorting effect of the massive weights in the Magnificent 7 stocks, which now comprise almost a quarter of the MSCI World market-cap weighted index.

With the continued dominance of the Magnificent 7 which drove the US and global stock markets, it is perhaps unsurprising that Polar Capital Global Technology gained 31.0% over the year. The manager of the Polar fund is very bullish about artificial intelligence (AI) and has a significant majority of the portfolio invested in companies that should be beneficiaries of it. Despite having a large position in the Magnificent 7, the fund is still underweight these companies compared to its index. NVIDIA was the standout performer as demand for top quality semiconductors remained strong throughout the year. Broadcom and Marvell, both chipmakers, also performed strongly after they announced positive results with Marvell announcing that it had expanded its strategic relationship with Amazon.

Several of the portfolio's directional hedge funds performed much better this year, benefitting from the higher volatility compared to 2023. Armistice Capital gained 16.1% over the year with the fund's positioning in the healthcare sector being the biggest contributor. The fund predominantly invests in the healthcare sector which often has significant pricing inefficiencies that the manager is able to exploit by going both long and short. For much of the last three years the sector has been out of favour with investors mainly because long duration assets become less attractive when interest rates are higher but also due to the Inflation Reduction Act in the US.

Several changes were made to the portfolio over the year. Helikon Long Short Equity Fund was opportunistically added in August and has returned 21.1% since. The fund is a concentrated, value-driven, predominantly European strategy that focuses on exploiting pricing dislocations. A position in IAG, the parent company of British Airways, Iberia, Vueling and Aer Lingus, was one of the fund's strongest performers. Passenger numbers continued to grow and the cost of capital declined following a significant deleveraging exercise. The dividend was also reinstated for the first time since the COVID pandemic which buoyed investor sentiment.

We also added two new positions in Japan with Arcus Japan Fund and Alma Eikoh Japan Large Cap Equity Fund. The funds are very different to each other with Arcus having more of a deep value focus while Alma has a slight growth bias and is more benchmark conscious meaning we think they blend together well. iShares Expanded Tech Sector ETF was added to maintain our exposure to the Magnificent 7 and technology sector as our active managers are naturally underweight these companies.

Private Markets

The portfolio's private market strategy was reviewed, formalised and changed in 2014 when the focus shifted from emerging markets to a select number of developed markets, large-cap buyout managers. Since then, investments in middle-market and venture capital managers have been added to the portfolio with a focus on committing to multiple vintages from fewer managers.

Key to our more recent success has been our ability to invest with the top tier of private market managers. This access is crucial to generating strong returns in private markets with the long-term nature of our capital, the stability of our structure and the depth of our relationships giving us several strategic advantages that many other investors do not have. We have adopted a core/satellite approach whereby we have concentrated our investment in a small number of best-in-class core managers and then supplemented them with a few specialist managers in areas such as venture capital and healthcare.

The performance of the pre-and post-2014 investments has dramatically diverged over the last decade with the post-2014 investments significantly outperforming the pre-2014 funds. The total private market strategy has returned 75.6% since the change in 2014, with the pre-2014 investments returning 7.5% and the post-2014 funds gaining 217.0% making it by far the best performing part of the investment portfolio. The performance of the newer funds has been particularly impressive and has outperformed even the market-cap weighted public indices over three, five and ten years. The value of the pre-2014 investments has been slowly reducing as positions are sold with them now comprising just 10.2% of the total investment portfolio. Overall, the private assets help to smooth out portfolio returns since they tend not to react as dramatically to market events as the public assets do. It was notable that the private assets outperformed during 2022, being down only 1.6% while public markets fell 18.4%, and thus they moderated the overall portfolio's decline that year.

Over the past year private markets have remained subdued compared to public markets as exiting investments remained challenging. The portfolio's private market investments were overall close to flat in 2024 while the post-2014 investments returned 6.7% and the pre-2014 investments lost 10.9%. The dramatic difference demonstrates a key trait of the market this year where the best companies have continued to grow and transact while the middle and lower quality businesses have stagnated.

2024 was a quiet year for new private market commitments as most managers slowed their pace of capital deployment as buying conditions remained challenging. Two commitments were made during the year: Gryphon VI Top-Up Co-Investment and EQT BPEA Private Equity Asia IX. The Gryphon fund is designed to extend the investing capacity of Gryphon VI, a 2022 commitment, which targets middle market buyouts in the US. This a particularly attractive area as there is an abundance of companies that would benefit from additional capital to quickly consolidate their industry and expand. This additional commitment is a way of putting more capital to work in an attractive area of the market at very favourable fees.

The commitment to the EQT BPEA fund is the portfolio's third commitment to this manager who specialises in pan-Asian large-cap buyouts. China clearly looms large in this region but the manager has been concerned about the economic and political backdrop in the country for some time and so has pivoted to investing more in India and Japan in the more recent funds. We expect this to continue in this new fund but the manager retains capacity to invest in China were it to become more attractive in the future.

Defensive Positioning

The defensive silo of the portfolio comprises non-directional hedge funds and bond funds, engineered to exhibit lower correlation to equity markets and deliver less volatile performance. This silo was established in June 2016 so has been through the difficult conditions seen during COVID and 2022 and has now returned a strong 52.9% since inception. This compares very favourably with the negative performance of bonds during this time, as the Bloomberg Global Treasury Index has returned -9.2% over the same period.

Over the past year the defensive silo returned 4.1%. In recent years, this segment has primarily consisted of non-directional hedge funds, as bonds were less appealing amid the prolonged period of extremely low yields over the past decade. However, the higher yields now available has made investing in shorter duration bonds a more attractive prospect with the portfolio's bond exposure therefore being increased.

Three new positions were added in the defensive segment during the year with the most significant being CQS Credit Multi Asset Fund. This fund is a global credit fund with a bias towards sub-investment grade credit. Investment grade credit spreads over government bonds have been incredibly tight making sub-investment grade credit more attractive given its higher yield. This is riskier, with the default risk perceived to be higher, but the manager believes that they are able to select investments which give an attractive risk-adjusted return. John Street Systematic Fund and Winton Trend Fund were two systematic funds that were added to replace GAM Systematic Core Macro. Systematic funds typically outperform during periods of strong trends (up or down), but they struggled at times during 2024 on account of short periods of significant volatility such as the sharp moves in Japan in August and in US bond markets in early October.

Looking Forward

We have been unashamedly bullish of equity markets, and in particular the US stock market, for many years now, ensuring that we remain fully invested and our US positioning is up to weight as it becomes an ever-larger slice of global indices. This has served us well with equities beating most other asset classes and the unique blend of innovation, technology, and rejuvenation when challenges are met, helping keep the US at the top of the performance league tables.

We continue to maintain our weighting in the US, believing that its structural advantages will continue to warrant a premium and superior performance over other markets, albeit acknowledging that Trump's policies will cause volatility in markets which has the potential to spill over to lower growth should this uncertainty impact confidence. Elsewhere, we have been modestly diversifying through additions in the emerging markets and Japan in particular. Partly this represents the fact that there are many high-quality companies sitting elsewhere in the world but also the cheaper valuations on offer within these markets. More controversially, however, it reflects the high valuations within the US market. Despite the drivers for such a shift remaining in place for the medium to longer term, we feel that the likely impact of Trump's policies in the short term make it appropriate to pause this transition for the time being.

Risks remain in markets, US economic policy and geopolitical uncertainties chief among them. The coming years look set to be eventful ones which will require careful monitoring and positioning. We feel particularly well placed to actively manage such a backdrop with our long-term investment horizon and our strong relationships with world-class managers who have negotiated many such challenging periods helping us to navigate a path through markets.

Hanseatic Asset Management LBG

March 2025

Investment Portfolio Allocations

Investment Portfolio Components

Investment Portfolio at 31 December 2024

Wilson Sons Management Report

The Wilson Sons 2024 Earnings Report was released on 19 March 2025 and is available at www.wilsonsons.com.br/ir. In the report, Mr Fernando Salek, CEO of Wilson Sons, stated:

Wilson Sons' net revenues for the year increased 11.3% to US$541.8 million (2023: US$486.6 million) driven by exceptional performance from the container terminal and towage operations.

Container terminal revenues grew 19.1% to US$205.4 million (2023: US$172.5 million) driven by strong growth in both transhipment and gateway volumes, as well as higher revenues from ancillary services and improved cost efficiency. Aggregate volumes increased 28.8% to an all-time high, propelled by record performance at both terminals.

Towage revenues increased 7.2% to US$262.2 million (2023: US$244.7 million) driven by higher volumes, an improved mix and gains from ad-hoc services. Volume growth was 3.3% and was primarily due to a greater number of ships carrying iron ore and grains. Revenues from special operations rose 26.9% driven by increased services to LNG terminals and offshore energy assets, as well as higher ocean towage activity. In 2024, our fleet was further strengthened with the addition of two in-house-built 90-tonne bollard pull tugboats, WS Dorado and WS Onix.

Offshore support vessel revenues were US$126.1 million, a 14.3% increase over the previous year (2023: US$110.3 million) as a result of new contracts and renewals.

Workplace safety for the twelve months ended 31 December 2024 recorded 0.29 lost-time accidents per million hours worked, consistently outperforming the world-class benchmark of 0.50. Our unwavering commitment to safety and employee well-being is the cornerstone of our operations.

Financial Report

As part of our strategic review, the Company has agreed to sell its interest in Wilson Sons. Consequently and in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", the results of Wilson Sons are reported as discontinued operations in the Statement of Profit and Loss and Other Comprehensive Income, and the related assets and liabilities are classified as held for sale on the Statement of Financial Position. Note 5 to the consolidated financial statements provides details on the profit and other comprehensive income from discontinued operations and on the assets and liabilities held for sale.

Profit

Profit for the year of US$119.1 million (2023: US$103.1 million) was US$16.0 million higher than the prior year. The increase in profit is attributed to Wilson Sons' results, detailed in the section on Profit from Discontinued Operations, offset by lower investment portfolio returns and increased operating expenses.

Profit from Continuing Operations (OWIL and Corporate)

Profit from continuing operations of US$11.2 million (2023: US$21.7 million) was US$10.5 million lower than the prior year, principally due to lower investment portfolio returns. Returns on the investment portfolio were a gain of US$20.5 million (2023: gain of US$29.1 million) and comprised realised gains of US$13.5 million (2023: US$9.1 million), earnings of US$13.4 million (2023: US$2.0 million) and unrealised losses of US$6.4 million (2023: unrealised gains of US$18.0 million).

Investment portfolio expenses increased US$0.2 million to US$3.5 million (2023: US$3.3 million), driven by increased management fees, which remain at 1% of the funds under management, with the growth of the portfolio assets. Corporate expenses increased US$1.3 million which is directly related to legal costs associated with the strategic review and resulting transaction to sell the Company's stake in Wilson Sons.

Profit from Discontinued Operations (Maritime Services)

Profit from discontinued operations of US$107.9 million (2023: US$81.4 million) was US$26.5 million higher than the prior year. These results were driven by an 11.3% increase in revenues to US$541.8 million (2023: US$486.6 million) from improved operating performance across the container terminal, towage, offshore base, shipyard and shipping agency businesses.

Operating expenses from discontinued operations increased 7.8% due to higher business volumes and inflationary adjustments to employee expenses as well as higher provisions for performance related bonuses. Depreciation and amortisation expenses decreased US$16.5 million as none was recorded in the last quarter of the year, following the classification of the related assets as held for sale which are not depreciated or amortised. There was a gain on disposal of property, plant and equipment of US$10.3 million (2023: US$1.7 million) as a result of the sale of a property that was no longer required for operations.

The Company is taxed on its maritime services operations in Brazil at a combined rate of 34% (2023: 34%). The tax expense of US$54.7 million (2023: US$27.6 million) represents an effective tax rate for the year of 34% (2023: 25%), the increase in effective tax rate being mainly driven by the impact of exchange differences.

Exchange Rates

The Group reports in USD and has revenues, costs, assets and liabilities in both BRL and USD. Therefore, movements in the USD/BRL exchange rate influence the Group's results either positively or negatively from year to year. During 2024 the BRL depreciated 27.9% against the USD from R$4.84 at 1 January 2024 to R$6.19 at the year end. In 2023 the BRL appreciated 7.3% against the USD from R$5.22 at 1 January 2023 to R$4.84 at the year end. The foreign exchange losses on monetary items in the maritime services segment were US$1.2 million in 2024, compared to a gain of US$0.3 million in 2023.

Profit for the year

The profit for the year attributable to the equity holders of the Company was US$71.7 million (2023: US$67.0 million), including US$11.2 million (2023: US$ 21.7 million) generated from continuing operations and US$60.5 million (2023: US$ 45.4 million) generated from discontinued operations. The profit attributable to the non-controlling interests was US$47.4 million (2023: US$36.0 million), all generated from discontinued operations.

Cash Flows

Net cash inflow from operating activities for the period at US$185.3 million was US$56.6 million higher than prior year (2023: US$128.7 million). Capital expenditure for the year at US$55.8 million was US$10.5 million lower than the prior year (2023: US$66.3 million).

The Group drew down new bank loans of US$39.5 million (2023: US$53.3 million) to finance capital expenditure, while making principal repayments of US$69.3 million (2023: US$61.1 million). Dividends of US$30.1 million were paid to shareholders of Ocean Wilsons (2023: US$24.8 million).

Viability Statement

In accordance with the UK Corporate Governance Code, the Directors have assessed the viability of the Group over a three-year period to 31 December 2027, taking into account the current position and the potential impact of the principal risks and uncertainties. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2027.

Whilst the Directors have no reason to believe the Company will not be viable over a longer period, given the uncertainties involved in longer term forecasting and the current global dislocation, the Directors have determined that a three-year period to 31 December 2027 is an appropriate period over which to provide its viability statement. The three-year period also aligns with the rolling three-year investment portfolio performance benchmark.

In making the assessment, the Directors have considered a number of factors that affect the Group, including the principal risks and mitigating factors. The Directors also took into account that the Group has two distinctly separate operating segments and that there is no recourse between them. While the Company has agreed to sell its interest in Wilson Sons, the Directors assessed the viability of the segment assuming continuing operations.

Wilson Sons Limited

The assessment considered that the Wilson Sons business model has proven to be strong in the long term with a range of businesses that have consistently demonstrated their ability to trade positively. Operational activities are funded by cash generated from operations while borrowings are used to finance capital expenditure. The Wilson Sons borrowings are generally long-term with defined repayment schedules over different periods of up to 21 years. There is no recourse from Wilson Sons to the rest of the Group in respect of these borrowings. Wilson Sons is not reliant on one customer; no single customer constituted 10% or more of its revenue or accounts receivable in 2024 or 2023.

Ocean Wilsons (Investments) Limited

In making the assessment for the investment portfolio, the Board has considered matters such as the potential for significant stock market volatility and significant reduction in the liquidity of the portfolio. The investment portfolio and cash under management at 31 December 2024 was US$325.9 million with outstanding capital commitments of US$43.8 million and no debt. At 31 December 2024, the investment portfolio had US$3.3 million in cash and cash equivalents and daily liquidity of US$121.9 million. This available liquidity covers 286% of the capital commitments in the remote chance that there was a need to fund all of the commitments at one time.

The Directors' assessment is that if severe but plausible downside scenarios were to crystallise, many of the individual risks disclosed would be likely to be confined to one of either Wilson Sons or Ocean Wilsons (Investments) Limited. The risk is to the Group's net asset valuation rather than to the viability of the Group.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

At 31 December 2024

(Expressed in thousands of US Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

Signed on behalf of the Board

F. Beck A. Berzins

Director Director

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

Translation reserve

The translation reserve arises from exchange differences on the translation of operations with a functional currency other than US Dollars.

Amounts in the consolidated statement of changes in equity are stated net of tax where applicable.

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

1 General Information

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company's registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda. These consolidated financial statements comprise the Company and its subsidiaries (the "Group").

These consolidated financial statements were approved by the Board on 19 March 2025.

2 Material accounting policies and critical accounting judgements

Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") and are presented in US Dollars, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

These consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments and defined health benefit plan liabilities that are measured at fair value.

Basis of consolidation

These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The financial statements of subsidiaries are prepared in accordance with the accounting policies set out in note 2. All intra-group transactions and balances are eliminated on consolidation.

Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. Where a change in percentage of interests in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Foreign currency

The functional currency of each entity of the Group is established as the currency of the primary economic environment in which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the settlement and on the translation of monetary items are included in profit or loss for the period.

On consolidation, the statement of profit or loss and comprehensive income of entities with a functional currency other than US Dollars are translated into US Dollars, at the average exchange rates for the period. Statement of financial position items are translated into US Dollars at the exchange rate at the reporting date. Exchange differences arising on consolidation of entities with functional currencies other than US Dollars are recognised in other comprehensive income and accumulated in the translation reserve, less the translation difference allocated to non-controlling interest.

Discontinued operations

A discontinued operation is a component of the Group that has either been disposed of or been classified as held for sale and that represents a separate major line of business of which the operations and cash flows can be clearly distinguished from the rest of the Group.

When a component of the Group is classified as discontinued operations, the comparative consolidated statement of profit or loss and other comprehensive income, the comparative consolidated statement of changes in equity and the comparative consolidated statement of cash flows are re-presented as if the operation had been discontinued from the start of the comparative period.

Disposal group, assets and liabilities held for sale

A disposal group is a group composed of assets to be disposed of together in a single transaction and of liabilities directly associated with those assets that will be transferred in the transaction. Assets and liabilities of a disposal group are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. When a disposal group is classified as held for sale, the comparative consolidated statement of financial position is not re-presented.

A disposal group is measured at the lower of its carrying amount and fair value less costs to sell. An impairment loss for any write‑down of the disposal group to fair value less costs to sell is recognised in profit and loss. Any subsequent increase in fair value less costs to sell of the disposal group is recognised as a gain in profit and loss, but not in excess of the cumulative impairment loss that has been previously recognised.

Non-current assets part of a disposal group classified as held for sale are no longer depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

Joint ventures and associates

A joint venture is a contractual agreement where the Group has joint control and has rights to the net assets of the contractual arrangement, rather than being entitled to specific assets and liabilities arising from the agreement. An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies.

Investments in joint ventures and associates are accounted for using the equity method and are initially recognised at cost. The Group's share in the profit or loss and other comprehensive income of the joint ventures and associates is included in these consolidated financial statements, until the date that significant influence or joint control ceases.

Sales of services

Revenue derived from sales of services is measured based on the consideration specified in a contract with a customer for goods and services provided in the normal course of business, net of trade discounts and sales related taxes, and is recognised when the performance obligation towards the customer is satisfied.

Typically, revenue from providing agency and logistics services is recognised when the agreed services have been performed and revenue from providing towage services, vessel turnarounds, container movement and associated services is recognised on the date that the services have been performed. Revenue related to services and construction contracts is recognised throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has been performed.

The timing of when performance obligations are satisfied by type of revenue derived from sales of service is as follows:

There are no significant judgements in the determination of when performance obligations are satisfied.

Employee charges and benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plan

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined health benefit plans

The Group's net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit is discounted to determine its present value. The calculation of the liability of the defined health benefit plan is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income.

The Group determines the net interest expense on the net defined benefit liabilities for the period by multiplying them by the discount rate used to measure the defined health benefit obligations. Defined health benefit liabilities for the period take into account any changes during the period due to the payment of contributions and benefits. Net interest and other expenses related to defined health benefit plans are recognised in profit or loss. When the benefits of a health plan are changed, the portion of the change in benefits relating to past services rendered by employees is recognised immediately in profit or loss. The Group recognised gains and losses on the settlement of a defined health benefit plan when settlement occurs.

Termination benefits

Termination benefits are recognised as an expense when the Group can no longer withdraw the offer of such benefits. If payments are settled after 12 months from the reporting date, then they are discounted to their present values.

Finance income and finance costs

Interest income or expense is recognised in profit or loss using the effective interest method.

Taxation

Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case the tax is also recognised directly in equity or in other comprehensive income.

Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of profit or loss and other comprehensive income because it excludes or includes 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 Group's current tax expense is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is generally recognised for all taxable temporary differences except for when the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Prior reductions are reversed when the probability of future taxable profits improves.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is recognised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

The Group offsets current tax assets against current tax liabilities when these items are in the same entity and relate to taxes levied by the same taxation authority and the taxation authority permits the Group to make or receive a single net payment.

Financial instruments

Recognition and initial measurement

Trade and other receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instruments. Trade and other receivables are initially measured at the transaction price which reflects fair value. All other financial assets and financial liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue.

Classification and subsequent measurement

Management determines the classification of its financial instruments at the time of initial recognition. The classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Group's designation of such instruments.

Financial assets are classified as measured at amortised cost if they are not designated as at fair value through profit and loss and if they are held within a business model whose objective is to hold assets to collect contractual cash flows and if the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at amortised cost using the effective interest method, reduced by any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial assets are classified as measured at fair value through profit and loss if they are not classified as measured at amortised cost, or if they are designated as such by management on initial recognition. Financial assets held for trading are classified as measured at fair value through profit and loss. These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes the stated policies and objectives for the portfolio, how the performance of the portfolio is evaluated and reported to the Group's management, and the risks that affect the performance of the business model and how those risks are managed. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument, including assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

Financial liabilities are classified as at fair value through profit and loss when the financial liability is either held for trading or it is designated as such by management on initial recognition. Financial liabilities that are not classified as at fair value through profit and loss are classified as other financial liabilities and are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The classification the Group applies to each of its significant categories of financial instruments is as follows:

Cash and cash equivalents comprise cash on hand and short-term investments that are highly liquid, readily convertible to known amounts of cash without being subject to material risk of changes in value, and not kept within a managed investment portfolio as part of a broader investment strategy.

Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the rights to receive the contractual cash flows in a transaction in which the Group either substantially transfers all of the risks and rewards of ownership of the financial asset or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

Impairment of financial assets

The Group considers a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and impairment losses are recognised in profit and loss. If, in a subsequent period, an event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.

Inventories

Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Property, plant and equipment

Property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is calculated to write off the cost less the estimated residual value of items of property, plant and equipment, other than land or assets under construction, over their estimated useful lives, using the straight-line method. Land is not depreciated, and assets under construction are not depreciated until they are transferred to the appropriate category of property, plant and equipment when the assets are ready for intended use. Depreciation is recognised in profit or loss.

The estimated useful life of the different categories of property, plant and equipment are as follows:

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Lease arrangements

At inception of a contract, the Group assesses whether it is a lease or contains a lease component, which it is if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any incentives received.

The lease liability is initially measured at the present value of the lease payments unpaid at the commencement date using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are discounted using a single discount rate.

Lease payments included in the measurement of the lease liability comprises fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably certain to be exercised. Variable lease payments not related to an index or rate are recognised in profit or loss as incurred.

Right-of-use assets are depreciated using the straight-line method, from the lease commencement date to the earlier of the end of their useful life or the end of the lease term, over their expected useful lives, on the same basis as owned assets except when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the right-of-use asset will be fully depreciated over the shorter of the lease term and its useful life. Right-of-use assets are reduced by impairment losses, if any, and adjusted for remeasurements of the lease liability.

The term of contracts and average discount rate of the different category of lease arrangements are as follows:

Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised. Otherwise, if a modification is made to a lease, the Group revises the discount rate as if a new lease arrangement had been made.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Intangible assets

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Amortisation is calculated to write off the cost less the estimated residual values of intangible assets, using the straight-line method. Amortisation is recognised in profit or loss.

The estimated useful life of the different category of intangible assets are as follows:

The estimated useful life, residual values and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of an intangible asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Goodwill

Goodwill arising on an acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment losses. Goodwill is not amortised.

Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period taking into account the risks and uncertainties surrounding the obligation.

Use of judgements, estimates and assumptions

The preparation of these consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In the process of applying the Group's accounting policies, the following judgements, estimates, and assumptions made by management have the most significant effect on the amounts recognised in these consolidated financial statements:

- Provisions for tax, labour, and civil risks - Judgement

Provisions for legal cases are made when the Group's management, together with their legal advisors, consider the probable outcome is a financial settlement against the Group. Provisions are measured at management's best estimate of the expenditure required to settle the obligation based upon legal advice received, prior experience and management's best knowledge of the relevant facts and circumstances.

- Valuation of unquoted investments - Judgements, estimates and assumptions

The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

Changes in material accounting policies

A number of new or amended standards are effective for annual periods beginning on or after 1 January 2024, but none have a significant impact on the preparation of the consolidated financial statements of the Group.

Standards issued but not yet effective

Several new or amended standards are effective for annual periods beginning after 1 January 2024 with early adoption permitted. The Group has elected to not adopt early the following new or amended standards and is assessing their impact on the preparation of its consolidated financial statements.

- Amendments to IAS 21: Lack of Exchangeability, effective for periods beginning on or after 1 January 2025

- Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments, effective for period beginning on or after 1 January 2026

- IFRS 18: Presentation and Disclosure in Financial Statements, effective for period beginning on or after 1 January 2027

- IFRS 19: Subsidiaries without Public Accountability: Disclosures, effective for period beginning on or after 1 January 2027

3 Group composition

Ocean Wilsons has direct ownership in the following subsidiaries:

Ocean Wilsons Overseas Limited has direct ownership in the following subsidiary:

OW Overseas (Investments) Limited ("OWOIL") has direct ownership in the following subsidiary:

Following a strategic review of the Group's investments, the Board decided to have OWOIL sell its full ownership interest in Wilson Sons S.A., for which further details are presented in note 5.

The change in ownership interest in Wilson Sons S.A. from the year ended 31 December 2023 to 31 December 2024 is due to the exercise of share options in subsidiaries, for which the details are presented in note 24. The information on non-controlling interests is presented in note 25.

Wilson Sons S.A. has direct ownership in the following subsidiaries:

4 Business and geographical segments

The Group has two reportable segments: maritime services and investments. These segments report their financial and operational data separately to the Board. The Board considers these segments separately when making business and investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and shipyard services in Brazil. The investments segment holds a portfolio of international investments and is a Bermuda based company. The corporate segment includes the holding subsidiaries and their related corporate costs.

The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

The financial information by segment is as follows:

5 Discontinued operations and disposal group held for sale

In October 2024, the Board committed to have OWOIL sell its full ownership interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl, in a single transaction for a cash consideration of R$17.50 per share of Wilson Sons S.A., totalling R$4.352 billion. The transaction is expected to complete in Q2 or Q3 of 2025 and is conditional on the receipt of applicable regulatory clearances and other closing conditions between signing and completion.

Accordingly, the results of Wilson Sons S.A., which represents the entire maritime services segment, have been presented as discontinued operations and its assets and liabilities have been classified as part of a disposal group held for sale. The comparative information for discontinued operations has been re-presented as if the operations had been discontinued from the start of the comparative period. The comparative information for the disposal group has not been re-presented. 

At 31 December 2024, the expected proceeds minus cost to sell were US$675.4 million, compared to a carrying value of US$478.2 million for the assets and liabilities within the disposal group minus US$211.3 million for the non-controlling interests share, resulting in a net carrying value of US$266.9 million. Upon completion of the transaction, the Company will be subject to capital gain taxes in Brazil.

The profit and other comprehensive income from discontinued operations from the maritime services segment can be disaggregated as follows:

The major classes of assets and liabilities from the maritime services segment part of the disposal group classified as held for sale are as follows:

The cash flows from discontinued operations from the maritime services segment can be disaggregated as follows:

6 Investment portfolio

The investment portfolio returns can be disaggregated as follows: